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

                                   Form 10-KSB

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

                  For the fiscal year ended December 31, 2002.

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

                       Commission file number: 000-49849

                      AMERICAN MARKET SUPPORT NETWORK, INC.
                 (Name of small business issuer in its charter)
                NEVADA                                         88-0483722
    (State or other jurisdiction                            (I.R.S. Employer
  of incorporation or organization)                        Identification No.)

   14090 Southwest Freeway, Suite 300
          Sugar Land, Texas                                       77478
   (Address of principal executive offices)                     (Zip Code)

Issuer's telephone number (281) 340-2085

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

Securities registered under Section 12(g) of the Exchange Act:

20,000,000 shares of Common Stock, par value of $0.001. As of December 31, 2002,
the  Company  had  4,971,250  shares  of  Common  Stock  outstanding.  5,000,000
Preferred Stock, par value $0.001. As of December 2002 the Company had no shares
of Preferred  Stock issued and  outstanding.

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  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]

Issuer's revenues for its most recent fiscal year: $146,556.00

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates was $358,125 based on a last trade of $0.10 per share as of March
20, 2003

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

The number of shares  outstanding of the issuer's  class of Common Stock,  as of
December 31, 2002 was 4,971,250 shares.

                                     - i -
<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format (Check one): Yes ___; No  X

                           Report to Security Holders

The Company is a reporting  company,  has filed reports with the  Securities and
Exchange Commission (SEC) and is current with all of its filings:

All  company  documents  filed  with the SEC are  available  and may be read and
copied at the SEC's Public Reference Room at 450 Fifth Street, N.W.,  Washington
DC 52549. The public may also obtain  information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. All company documents filed
with  SEC can  also be found  at a Web  site  maintained  by SEC  that  contains
reports,  proxy and  information  statements,  and other  information  regarding
issuers  that  file  electronically  with  the  SEC at  http://www.sec.gov.  The
Company's Web address is www.americanmarketsupport.com.

The Company has authorized  Common Shares of 20,000,000 and Preferred  Shares of
5,000,000 as of March 20, 2003.

The Company has 4,971,250  common shares presently issued and outstanding and no
preferred  shares  presently  issued  and  outstanding.  There  are no  options,
warrants or employee  stock  options  granted.  The Company has not declared and
does not foresee declaring, any dividends now or in the foreseeable future.

                                     - ii -
<PAGE>




                                TABLE OF CONTENTS



Report to Security Holders....................................................ii

Item 1. Description of Business................................................1

Item 2. Description of Property................................................7

Item 3. Legal Proceedings......................................................7

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

Item 5. Market for Common Equity and Related Stockholder Matters...............7

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

Item 7. Financial Statements..................................................20

Item 8. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure......................................................30

Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act............................ 30

Item 10. Executive Compensation...............................................31

Item 11. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters...............................................32

Item 12. Certain Relationships and Related Transactions.......................33

Item 13. Financial Statements, Exhibits and Form 8-K Filings..................33

Item 14. Controls and Procedures..............................................34

                                    EXHIBITS

Exhibit 10.4...................................................................1

Exhibit 99.1...................................................................4

Exhibit 99.2...................................................................5

                                     - iii -
<PAGE>


                                     PART I
Item 1. Description of Business.

American Market Support Network, Inc. is a Nevada corporation formed in December
2000.

PRINCIPAL SERVICES

Media Relations

The Company  provides its clients with a comprehensive  range of media relations
services. The Company writes media material,  including but not limited to press
releases,  media alerts,  article ideas, articles and any other written material
that is required to produce media coverage for its clients.  The Company markets
its clients'  ideas to media  representatives.  It also designs media  relations
programs that its clients can execute internally,  with or without its help. The
Company's  media  relations  services  are  priced  either  hourly or on a fixed
monthly fee basis.  The hourly  rates range from $80 to $400,  depending on task
and the nature of the project. With the Company's fixed monthly fee, its clients
know  exactly  what  their  monthly  cost will be.  These fees may range from as
little as $1,500 to as much as $15,000 per month, a typical  campaign  estimated
to cost approximately $5,000 per month.

The  Company   provides   its  clients   with  media   monitoring   programs  by
subcontracting  with a press  clipping  or video  monitoring  services  and then
tracking the media coverage its clients  receive.  Basic press clipping or video
monitoring programs are billed directly to its clients by the subcontractors and
the  Company  does not  receive  any  revenues,  commissions  or fees from those
subcontractors.  The Company may provide a written report of the media coverage,
and invoice those services separately or as a part of a larger services package.
For those  services,  it charges  either a fixed  project  fee, a monthly fee or
hourly  rates of $80 to $400.  Project  fees and monthly  fees are billed at the
usual hourly rates of the Company and are based on the amount of time it intends
to spend on each project it anticipates doing on a monthly basis.

Public Relations

The Company  provides its clients with various public  relations  services.  The
clients of the Company use its services to build  customer  awareness as well as
demand for their products,  services or brands. The public relations services of
the Company include graphic design services,  design and production of marketing
material,  Web  design,  creating  graphic  identities  and  brands,  reputation
management and crisis communications programs.

The public relations  consulting rates of the Company range from  $80-$400/hour,
depending on the  assignment.  Graphic  design and marketing  material  projects
start at $1,500 per project and go up from there  depending  on the scope of the
project. Web design services are priced either on a per project or hourly basis.
The  hourly  rates for Web  design  services  range  from $40 per hour for basic
database entry work and $80 per hour for content production,  to as much as $400
per  hour  for  consulting  services.  Graphic  identity,  branding,  reputation
management and crisis  communications  programs are priced based on the scope of
the project the Company work on, but most often billed at its  customary  hourly
rates of $80-$400 per hour.

                                      - 1-
<PAGE>

Reputation  management  involves  advising  clients how they can increase  their
reputation, such as by becoming active in the local community, sponsoring sports
and art events, joining trade associations,  issuing news releases more actively
than before, or becoming contributing writers for trade magazines.

Crisis  communications  programs consist of a written plan that identifies worst
case  scenarios or threats for a company's  public image and then aims at either
eliminating  those  threats in a  preemptive  manner or by  creating a plan that
describes what to do when that worst-case  scenario actually comes through.  For
example, many energy companies have a crisis public relations plans in place for
unlikely  events  such as a  terrorist  attack in a  refinery  or an oil  tanker
accidentally  losing its cargo and causing an environmental  catastrophe.  Other
examples  include a loss of a company CFO for a competitor  or a public  company
becoming a subject of a negative media coverage alleging the company for fraud.

The  Company's  reputation  management  and crisis  communications  services are
available  and a part of its  existing  service  offerings,  however  it has not
actively marketed them as of yet.

Investor Relations

The Company  provides  its clients  with various  investor  relations  programs,
including design and  distribution of investor  information  kits,  drafting and
distribution  of corporate  press  releases,  design and content  production for
investor  relations  sections of corporate  Web sites.  The basic program of the
Company,  which includes creation of a press release  strategy,  drafting of 4-8
press releases and advising its clients on other investor  relations  activities
is priced  between  $2,000 and $15,000 per month,  depending on various  factors
such as length of contract  and the time the Company  estimates it will spend on
servicing each client.

The Company also provides services individually as opposed to bundling them in a
complete  program.  In these instances,  it charges between $3,000 to $8,000 for
the design of  investor  information  kits,  $500 to $2,500 for the  drafting of
press  releases,  $80 to $400 per  hour  for the  design  of  complete  investor
relations Web sites,  and $40 to $200 per hour for the production of content for
investor  relations sites or investor relations sections of corporate Web sites.

The Company  distributes  out clients'  investor  relations  material to its own
internal  database  consisting  of  6,000  recipients,  and may on its  clients'
request,  have its clients'  materials  distributed to other  databases that are
provided by other  companies  in the  industry.  Means of  distribution  include
direct mail,  newspaper  advertisements,  e-mail and fax distribution and online
sites.

The internal  database of the Company  consists of recipients who have requested
to receive  information on publicly traded  companies.  No  subscription  fee is
charged.  This database was  collected by OTC News Network,  Inc. - a company at
which the current  chairman of the board and  largest  shareholder  - was also a
shareholder.  Shortly  before that company  ceased its  operations,  Mr. Luhanto
purchased the database from the company and transferred that to the Company. The
original  database  was 11,000,  but since the  inception  of the Company  5,000
recipients  have chosen to  opt-out,  making the  current  amount of  recipients
6,000.

The Company  charges a fee of $1,000 to $5,000 per incident for  materials to be
distributed  to its own  database  - the  exact  price is  determined  by market
conditions and the total number of distributions  its clients are able to commit
to.  There are also  multitudes of other  service  providers  who own  databases
consisting  of  recipients  who  have  expressed  their  interest  in  receiving
information on publicly traded companies.  Because the database owned by Company
only has 6,000  recipients,  the  Company  occasionally  recommends  that  those
clients who want to increase the number of people that their investor  relations
messages reach should use services of other distribution providers as well.

                                     - 2 -
<PAGE>

If  the  clients  of  the  Company  decide  to  utilize  those  other  services,
distribution service providers usually bill the client directly. The Company may
receive a sales  commission  from the service  provider.  These  commissions are
typically agreed on a case-by-case  basis and typically  represent 10-15% of the
total amount of the distribution cost clients pay.

In  some  instances,  the  Company  may  re-sell  another  distribution  service
provider's  services.  In that case, it would enter into an agreement  providing
that the database  distribution  provider  charges it, and it then  invoices its
client that fee plus an  appropriate  consulting  fee for advising in the use of
those services.

The Company provides  consulting  services to determine which investor relations
activities best reach its clients'  specific goals.  The Company may not produce
all of its services  in-house,  preferring  to either  subcontract  or refer its
clients to service  providers  that it believes  represent  the best fit for its
clients.  The consulting  services of the Company are priced at $200 to $400 per
hour,  but may also be provided at a fixed,  predetermined  monthly  fee,  which
would be  calculated  based on the amount of time the Company  estimates it will
spend for the client in question.


CORPORATE BACKGROUND

Since the inception the Company has devoted its activities to the following:

*    Establishing its Web site;

The Company  launched its Web site early 2001 at  www.amsninc.com.  The site was
redesigned during the second and third quarter or 2002 and it was re-launched in
July 2002. The Web site is now fully  functional and  operational and includes a
general  description of the business of the Company,  information on services it
provides and that are available through us as well as a contact us section which
enables visitors to fill out a contact form to request more information. Nothing
on the Web site is part of this registration statement.

Since the launch of the Web site,  the Web address has changed.  The new address
is www.americanmarketsupport.com. The site is currently being redesigned.

*    Developing markets for the services the Company offers;

Since early 2000 the Company has been building marketing databases consisting of
publicly traded  companies by retrieving  publicly  available  information  from
various   sources,   manually   inputting  those  companies  into  an  Microsoft
excel-based  database,  and if necessary,  calling  publicly traded companies to
verify  information  and ask  for any  other  missing  information,  such as the
person's name who makes buying  decisions and their  contact  information,  i.e.
phone and fax number, email address and mailing address.  Currently, the Company
has  approximately   9,000  companies  and  12,000  contacts  in  its  database,
consisting of each companies' name,  ticker symbol,  address,  city,  state, zip
code, name of the CEO,  President and CFO,  telephone,  fax and e-mail addresses
(if  applicable),  and the name and phone  number  of the  public  relations  or
investor  relations  firm the company is currently  using.  The Company does not
collect  any  detailed  information  on  these  companies'  business,  financial
information  or any other such  information.  The  difference  between these two
numbers  (9,000 and 12,000) is that some of the  companies in the database  have
multiple  contact  persons.  The Company  uses this  information  for  marketing
purposes only -- more specifically, to identify potential decision-makers,  i.e.
the management of the company, and how best to communicate with them.

*    Raising capital;

                                     - 3 -
<PAGE>


On  November  30,  2001,  the  Company  closed its public  offering  pursuant to
Regulation  D, Rule 504 of the 1933  Securities  and  Exchange  Act, as amended,
whereby it sold a total of 861,250  shares of $0.001 par value  Common  Stock at
$0.10 per share to third party non-affiliated investors.

*    Developing a database of persons desiring to receive  information about its
     clients.

The  Company  currently  has  a  database  of  consisting  of  6,000  recipients
consisting  of persons who have  requested  to receive  information  on publicly
traded companies.

*    Selling its products.

After and during  this  client  identification  process,  the  Company  has also
marketed its media relations,  public relations and investor  relations services
to those companies. It has primarily approached those companies which - based on
its  subjective  evaluations - do not seem to issue press releases as frequently
as other companies in their industries. This has led the Company to believe that
they might benefit from its media relations services.

The marketing of the Company has consisted  almost  exclusively  of making phone
calls to  publicly-traded  companies  with the intention of finding out if those
companies  were  interested  in its  services.  The  Company has also sent sales
letters via mail, fax and e-mail to companies in its databases. The total number
of sales  letters  that it has sent out since  its  inception  is  approximately
5,000.

The Company has also utilized networking as a means to generate new business and
sell  its  services.  The  Company  has  attended  selected  networking  events,
primarily  in  Houston,  to learn  to know  people  who  could  introduce  it to
potential companies.

In 2001, The Company was able to sell its services to 16 clients and in 2002, to
11  clients.  The  services it has  provided  have been a  combination  of media
relations,  public  relations and investor  relations  services,  with a primary
focus  on  investor  relations.  Investor  relations  and  media  relations  are
typically considered to be sub-categories of public relations.

The Company has never been the subject of any bankruptcy or receivership action.
It has had no material reclassification,  merger, consolidation,  or purchase or
sale of a significant amount of assets outside the ordinary course of business.

The Company has conducted its  operations  since  December 2000. The Company has
limited  revenues  and it has  accumulated  losses since its  inception  through
December 31, 2002 of  $264,286.  The Company is engaged in the business of media
relations,  public relations and investor relations.  It provides clients with a
comprehensive  service packages that includes  promoting clients to their target
markets through public relations-related programs. The Company offers its public
relations  and media  relations  services to both  private and  publicly  traded
companies,  with a primary focus on high technology,  health care, biotechnology
and business  services  industries.  The Company  offers its investor  relations
programs to all publicly  traded  companies,  with a primary  focus on small cap
companies that do not have an internal investor relations department.  Since the
inception  of the  Company,  its focus  has been on  targeting  publicly  traded
companies.

The Company has offered services to private  companies as well, but have not yet
started to market its services actively to them.

                                      - 4 -
<PAGE>


Publicly traded  companies can choose a single operation from the Company's a'la
carte list of services or engage it for an entire campaign.  A'la carte services
range from $3,000 for an investor  kit to $15,000 for a  distribution  agreement
consisting of a design and  distribution  via mail of the company's  information
package (up to four pages) to 2,000 recipients,  excluding database and printing
costs. A comprehensive 12-month investor relations/public relations program will
be priced at around $60,000 plus an individually negotiated number of restricted
shares of the client's common equity.  Typically, a full-service,  all-inclusive
investor  relations  campaign for one single,  publicly  traded company will run
between $250,000 to $750,000 per year depending on the scope of the program.

MARKETING ACTIVITIES

The  Company's  marketing  activities  have  consisted  primarily  of  telephone
contacts and  occasional  sales letters  distributed  via e-mail,  fax and mail.
Since the inception, The Company has sent out approximately 5,000 sales letters.
The Company has also participated in various  networking events with the goal of
referrals.

MATERIAL CUSTOMERS

The  Company  had two  customers  account for more than 10% of net sales for the
years ended December 31, 2002 and 2001. Collectively,  these customers accounted
for 66% and 37% of net sales for the years  ended  December  31,  2002 and 2001,
respectively. The breakdown is as follows at December 31:


                                    2002                      2001
                                    --------                  -------
Customer A                          $76,700                   -
Customer B                          $19,500                   -
Customer C                          -                         $44,030
Customer D                          -                         $25,000

EFFECT  OF  EXISTING  OR  PROBABLE  GOVERNMENTAL  REGULATIONS  ON THE  COMPANY'S
BUSINESS

There  are  currently  few  laws  or  regulations  that  specifically   regulate
communications  or commerce on the Web.  However,  laws and  regulations  may be
adopted in the future that address issues such as user privacy, pricing, and the
characteristics  and  quality of  products  and  services.  It may take years to
determine the extent to which  existing laws relating to issues such as property
ownership, libel and personal privacy are applicable to the Web. Any new laws or
regulations relating to the Web could adversely affect the Company's business.

COMPETITION

The  Company  will  compete  for  clients  with other  media  relations,  public
relations and investor  relations firms. The Company will compete primarily with
smaller firms such as Vollmer Public  Relations,  Pierpont  Communications,  OTC
Financial Network, Fogarty Klein Monroe and Bates Churchill.

The ability of the Company to compete  depends on many  factors,  including  the
originality,  timeliness,  comprehensiveness  and trustworthiness of its service
and that of its competitors,  the ease of use of services developed either by it
or its competitors  and the  effectiveness  of its sales and marketing  efforts.
Many  of the  existing  competitors  of the  Company,  as well  as a  number  of
potential  new  competitors,  have  longer  operating  histories,  greater  name
recognition,   larger  customer  bases  and  significantly   greater  financial,
technical and marketing  resources  than it does.  This may allow them to devote

                                     - 5 -
<PAGE>

greater resources than the Company can to the development and promotion of their
services.  These  competitors  may also engage in more  extensive  research  and
development,  undertake  more  far-reaching  marketing  campaigns  and make more
attractive  offers to existing and potential  employees,  outside  contributors,
strategic partners and advertisers.

The  competitors of the Company may develop  services that are equal or superior
to its or  achieve  greater  market  acceptance.  It is also  possible  that new
competitors may emerge and rapidly acquire  significant market share.  Increased
competition could result in reduced margins or loss of market share.

The Company intends to offer its public  relations and media relations  services
primarily for publicly traded companies as well as private companies that have a
potential for going public.  The Company believes this strategy will allow it to
establish  a  relationship  with  those  companies,  thus  enabling  it to offer
complementary services, such as investor relations services to the same clients.
The Company  believes  that its larger  competitors  have higher fixed  overhead
costs than it currently has. Therefore, The Company believes that it may be able
to price its  public  relations  and media  relations  services  lower  than its
competitors do.

The Company believes that there are only a few public relations, media relations
and  investor  relations  firms that  understand  the needs of smaller  publicly
traded  companies:  public  relations or media relations firms do not often have
investor  relations  service  related  expertise,  and larger firms that do have
those capabilities, typically focus on mid- or larger-cap companies. The Company
believes  that its ability to  understand  smaller  publicly  traded  companies'
needs,  and the ability to offer a one-stop shop where its client  companies can
get most of their public  relations,  media  relations  and  investor  relations
services under one roof, may separate its services and service  positioning from
its competitors.

RESEARCH AND DEVELOPMENT

During 2001 and 2002 the Company invested approximately $1,500 and $5,820
respectively on research and development.

FORWARD LOOKING STATEMENTS

This Annual  Report  contains  forward-looking  statements  about the  Company's
business,   financial   condition  and  prospects   that  reflect   management's
assumptions and beliefs based on information  currently  available.  The Company
can give no assurance that the  expectations  indicated by such  forward-looking
statements will be realized. If any of its management's assumptions should prove
incorrect, or if any of the risks and uncertainties underlying such expectations
should  materialize,  its  actual  results  may  differ  materially  from  those
indicated by the forward-looking statements.

The key factors that are not within the control of the Company and that may have
a  direct  bearing  on  operating  results  include,  but  are not  limited  to,
acceptance  of its  services,  the ability of the Company to expand its customer
base,  managements' ability to raise capital in the future, the retention of key
employees and changes in the regulation of its industry.

There may be other  risks and  circumstances  that  management  may be unable to
predict.  When  used in this  report,  words  such  as,  "believes,"  "expects,"
"intends,"  "plans,"  "anticipates,"  "estimates"  and similar  expressions  are
intended to identify  forward-looking  statements,  as defined in Section 21E of
the   Securities   Exchange  Act  of  1934,   although   there  may  be  certain
forward-looking statements not accompanied by such expressions.

                                     - 6 -
<PAGE>

The Company  cautions that actual  results or outcomes  could differ  materially
from those expressed in any  forward-looking  statements made by or on behalf of
the Company. Any forward-looking  statements speaks only as of the date on which
such statement is made,  and the Company  undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on  which  such  statement  is made or to  reflect  the  occurrence  of
unanticipated  events.  New  factors  emerge  from  time to time,  and it is not
possible for  management  to predict all of such  factors.  Further,  management
cannot  assess the impact of each such  factor on the  business or the extent to
which any factor, or combination of factors,  may cause actual results to differ
materially from those contained in any forward-looking statements.

The safe harbors of  forward-looking  statements  provided by Section 21E of the
Exchange Act are  unavailable  to issuers of penny stock.  As the Company issued
securities  at a price below $5.00 per share,  its shares are  considered  penny
stock and such safe  harbors set forth under the Reform Act are  unavailable  to
us.

Item 2. Description of Property.

The Company's address is 14090 Southwest  Freeway,  Suite 300, Sugar Land, Texas
77478. The telephone number is 281-340-2085. The Company's address is located at
an executive suite, from which it secures phone answering and mail service.  For
these  services  the Company pays a $175 monthly fee. In 2001 and 2002 it leased
office  facilities  under a  month-to-month  operating  lease.  Rent expense was
$15,060  and  $42,300  for  the  years  ended   December   31,  2002  and  2001,
respectively.

The Company does not intend to renovate,  improve, or develop properties.  It is
not subject to competitive conditions for property and currently has no property
to insure.  The Company has no policy with respect to investments in real estate
or interests in real estate and no policy with  respect to  investments  in real
estate  mortgages.  Further,  it has no policy with  respect to  investments  in
securities  of  or  interests  in  persons  primarily  engaged  in  real  estate
activities.

Item 3. Legal Proceedings.

The  Company  has no legal  proceedings  against  it and it is not  aware of any
pending or threatened legal proceedings or claims in which the Company or any of
its directors or officers are involved.

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

No matters were  submitted to a vote of the  shareholders  of the Company during
fiscal year ended December 31, 2002.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

As of December 31, 2002 the Company was a reporting company under the Securities
Act 1934,  as  amended.  The  Company's  Common  Stock is  currently  listed and
commenced trading on the Over the Counter Bulletin Board under the symbol "AMSN"
in February,  2003.  The following  sets forth the range of high and low closing
prices of the  Company's  Common Stock as reported by Nasdaq and the  Electronic
Bulletin Board but does not include retail markups, markdowns or commissions.

                                     - 7 -

<PAGE>


Quarter Ending:                            Common Stock Price
                                           (rounded to nearest penny)

                                            High     Low      Bid      Ask
March 28, 2003                              0.20     0.10     0.003    0.20

As of December 31, 2002, the Company had  approximately 85 record and beneficial
stockholders.

Dividend Policy

The Company  has never paid cash  dividends  on its Common  Stock and intends to
retain earnings, if any, for use in the operation and expansion of its business.
The  amount of future  dividends,  if any,  will be  determined  by the Board of
Directors  based  upon the  Company's  earnings,  financial  condition,  capital
requirements and other conditions.

Penny stock

Until the  Company's  shares  qualify for  inclusion in the Nasdaq  system,  the
public  trading,  if  any,  of the  Company's  Common  Stock  will be on the OTC
Bulletin Board.  As a result,  an investor may find it more difficult to dispose
of, or to obtain  accurate  quotations  as to the  price,  of the  Common  Stock
offered.  The  Company's  Common Stock is subject to the  provisions  of Section
15(g)  and Rule  15g-9 of the  Securities  Exchange  Act of 1934,  amended  (the
"Exchange Act"),  commonly referred to as the "penny stock rule".  Section 15(g)
sets forth certain requirements for transactions in penny stocks, and rule 15g-9
(d) (1)  incorporates  the  definition  of "penny  stock"  that is found in Rule
3a51-1 of the Exchange  Act. The SEC generally  defines  "penny stock" to be any
equity  security  that has a market price less than $5.00 per share,  subject to
certain exceptions. If the Company's Common Stock is deemed to be a penny stock,
trading in the shares will be subject to additional sales practice  requirements
on  broker-dealers  who sell  penny  stocks to persons  other  than  established
customers and  accredited  investors.  "Accredited  investors"  are persons with
assets in excess of 1,000,000 or annual income exceeding  $200,000,  or $300,000
together  with  their  spouse.   For   transactions   covered  by  these  rules,
broker-dealers must make a special suitability determination for the purchase of
such security and must have the  purchaser's  written consent to the transaction
prior to the  purchase.  Additionally,  for any  transaction  involving  a penny
stock,  unless  exempt,  the  rules  require  the  delivery,  prior to the first
transaction, of a risk disclosure document, prepared by the SEC, relating to the
penny stock market. A broker-dealer  also must disclose the commissions  payable
to  both  the  broker-dealer  and the  registered  representative,  and  current
quotations  for  the  securities.  Finally,  monthly  statements  must  be  sent
disclosing  recent price information for the penny stocks held in an account and
information on the limited market in penny stocks. Consequently, these rules may
restrict the ability of  broker-dealers to trade and/or maintain a market in the
Company's Common Stock and may affect the ability of the Company's  shareholders
to sell their shares.

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

The following  discussion and analysis  should be read in  conjunction  with the
financial  statements  and  notes  thereto  in  this  document.  The  statements
contained  in this  report  that are not  historical  facts,  including  without
limitation,   statements   containing  the  words   "believes",   "anticipates",
"estimates", "expects", and words of similar import, constitute `forward-looking
statements.' Forward-looking statements are made based upon management's current

                                     - 8 -

<PAGE>

expectations  and beliefs  concerning  future  developments  and their potential
effects upon us. The Company's actual results could differ materially from those
anticipated  for many reasons,  including risks faced by it as described in this
document under "Risk Factors".

Overview

The Company was  incorporated in Nevada in December 2000. Since the inception it
has devoted its  activities  to  developing  markets for the services it offers,
developing  a database  of persons  desiring  to receive  information  about its
clients and selling its services and establishing its corporate Web site.

The Company is engaged in the business of media relations,  public relations and
investor  relations.  It provides clients with a comprehensive  service packages
that  includes   promoting  clients  to  their  target  markets  through  public
relations-related  programs.  It offers its public relations and media relations
services to both private and publicly traded companies,  with a primary focus on
high technology, health care, biotechnology and business services industries. It
offers its investor relations programs to all publicly traded companies,  with a
primary  focus on small  cap  companies  that do not have an  internal  investor
relations department.

Since the inception,  focus of the Company has been on targeting publicly traded
companies.  It has offered  services to private  companies as well, but have not
yet started to market its services actively to them.

Publicly traded  companies can choose a single operation from the Company's a'la
carte list of services or engage it for an entire campaign.

It provides its clients with a comprehensive  range of media relations services.
It writes media  material,  including but not limited to press  releases,  media
alerts,  article ideas, articles and any other written material that is required
to produce  media  coverage for its clients,  with the  clients'  approval.  The
Company  markets its clients'  ideas to media  representatives.  It also designs
media  relations  programs  that its  clients can  execute  internally,  with or
without its help. It also provides its clients with media monitoring programs by
subcontracting  with a press  clipping  or video  monitoring  services  and then
tracking the media coverage its clients  receive.  Basic press clipping or video
monitoring programs are billed directly to its clients by the subcontractors and
the  Company  does not  receive  any  revenues,  commissions  or fees from those
subcontractors.  It may  provide a written  report  of the media  coverage,  and
invoice those services separately or as a part of a larger services package.

The Company  provides its clients with various public  relations  services.  The
Company  clients use its services to build customer  awareness as well as demand
for their products, services or brands. The public relations services offered by
the Company include graphic design services,  design and production of marketing
material,  Web  design,  creating  graphic  identities  and  brands,  reputation
management  (advising clients how they can enhance their public  reputation) and
crisis communications programs.

The reputation management and crisis  communications  services are available and
form a part of the existing service offerings of the Company, however it has not
actively marketed them as of yet.

The Company  provides  its clients  with various  investor  relations  programs,
including design and  distribution of investor  information  kits,  drafting and
distribution  of corporate  press  releases,  design and content  production for
investor  relations  sections  of  corporate  Web sites,  all with its  clients'
approval.  It also provides services individually as opposed to bundling them in
a complete program.  It provides consulting services to determine which investor
relations  activities best reach its clients' specific goals. It may not produce

                                     - 9 -

<PAGE>


all of its services  in-house,  preferring  to either  subcontract  or refer its
clients to service  providers  that it believes  represent  the best fit for the
clients.

The Company `s primary focus has been on providing investor relations  services.
It  believes  the  overall  decline  in stock  market  has made it  increasingly
difficult  for it to sell its  services.  Since the  inception of the Company in
late  2000,  Nasdaq  stock  market  index  has  gone  down  by  45%  from  2,456
(12/30/2000) to 1,336 (12/31/2002).

In order to have a market for investor relations services,  the Company believes
there needs to be companies that want to communicate  their message to potential
investors and can afford to do so, and there needs to be potential  shareholders
who are interested in finding out more information on publicly traded companies.

The  Company  believes  the  overall  market  decline in stock  prices has had a
negative  impact on its  business.  According  to a report  issued by Reuters on
3/14/2003, "once-booming online stock trading business is in danger of going the
way of the dot-com bubble that fueled it", referring to the public's  increasing
disinterest in the stock market investments.  Based on the subjective experience
of the  Company,  there has been a  significant  decline in the number of people
interested in learning about small publicly traded companies (one of its primary
markets).  Again, based on the subjective findings of the Company, it finds that
smaller publicly traded companies' financial position, and therefore the ability
to pay for its services has, deteriorated.  Many of the potential clients of the
Company  have  reported   increasing   difficulties  in  attracting   additional
investments,  leading to an increasing  unwillingness  to use outsourced  public
relations, media relations or investor relations services.

These  market  trends  have  contributed  to the  decrease  in the number of the
personnel of the Company  during the 2002 fiscal year. In February  2002, it had
to let go most of its salespeople, hired in 2001, due to lack of results and the
inability of the Company to pay competitive salaries or commissions. Since then,
it only had one salesperson,  who acted also as an account  executive  servicing
the clients.  He resigned on October 24,  2002,  due to lack of results and poor
market conditions.  Since then, president and Chief Executive Officer,  Alvie T.
Merrill has been performing sales and client service activities,  in addition to
handling his administrative duties.

The Company was not able to raise any additional capital through the sale of its
Common Stock in 2002. Since January 1, 2001, it has raised $86,125 from the sale
of 861,250 shares of its Common Stock.  The Reg. D 504 offering was conducted in
the state of Nevada and was  completed  in 2001.  The  investors  of the Company
signed  subscription  agreements  recognizing  that  they  understood  that  the
purchase of securities in the Company  involved  risks,  including  risk factors
which were described in the offering  document in a detailed manner.  By signing
the subscription  documents,  the shareholders  also stated that they understood
that the securities of the Company was a suitable  investment only for investors
of substantial  financial means who have no need for initial  liquidity in their
investments  and that such  shareholders  can  potentially  loose part or all of
their investment which they can afford to do.

In fiscal 2003 (fiscal  year ending  December 31,  2003),  the Company  plans to
focus on sales  growth,  control  expenses  and reduce  its debt.  It intends to
renegotiate  its  debt,  keeping  the  fixed  costs  as low as  possible,  focus
primarily  on  public  relations  and  investor   relations  services  and  hire
commission-only  based salespeople.  Dependent on the Company's ability to raise
further capital for the  aforementioned  Company plans, the plans may have to be
modified  or  curtailed,  and  possibly  to the  extent of not being  able to be
carried out as to part or all of such plans.  The Company will also consider any
business  opportunity  that may involve a future  merger or  acquisition  with a
private   entity   having  an   operating   business   which  may  be  providing

                                     - 10 -
<PAGE>

opportunities,  products or services in a different  service sector from that of
the Company's,  as a potential business combination  candidate.  In the event of
any possibility of future merger or acquisition, there may be probable change in
control of the Company.

CURRENT RESULTS OF OPERATIONS AND FINANCIAL STATUS

RESULTS OF OPERATIONS

The Company has a history of losses and expects future  losses.  It has incurred
losses from December 28, 2000,  the inception of the Company,  through  December
31, 2002 totaling ($264,286). It incurred a net loss of ($135,293) and ($76,850)
for the years  ended  December  31, 2002 and 2001,  respectively.  The basic and
diluted net loss per share increased from ($0.02) to ($0.03) from the year ended
12/31/2001 to 12/31/2002.

The net loss increased by $58,443 or 76% and resulted primarily from

o    the decline in the sales revenues;

o    the  increase in cost of  revenues;  primary  reasons for these  factors as
     described below.

Net loss for the last quarter of 2002 was ($39,022), representing an decrease of
$417 or approximately 1% from the last quarter of 2001 of ($39,439).

Total  revenue for the years ended  December  31, 2002 and December 31, 2001 was
$146,556  and  $179,148,  respectively,  representing  a decrease  of $32,592 or
approximately 18%.

The Company does not  anticipate any major increase in revenues in 2003, in fact
it is highly  possible that they  continue to decline.  Despite the cost cutting
activities, the future profitability of the Company remains uncertain as well.

The decline in the revenues resulted primarily from

o    the inability to sustain a sales force;

o    the  continuous  decline in the  overall  stock  market,  which the Company
     believes decreased publicly traded companies'  willingness to use outsource
     public relations and investor relations services;

o    the poor  financial  condition of the Company,  which limited the financial
     resources it had available for marketing activities.

Total  revenue  for the last  quarters  of 2002 and  2001  were $0 and  $29,796,
respectively, representing a decrease of $29,796 or 100%.

The Company had two customers which accounted for more than 10% of net sales for
the years  ended  December  31,  2002 and 2001.  Collectively,  these  customers
accounted for 66% and 37% of net sales for the years ended December 31, 2002 and
2001,  respectively. The  breakdown  is as follows at  December  31:

                                        2002            2001
                                        --------        --------
Customer  A                             $76,700         -
Customer  B                             $19,500         -
Customer  C                             -               $44,030
Customer  D                             -               $25,000

                                     - 11 -
<PAGE>

COST OF REVENUES

Cost  of  revenues  for  the  period  ended   December  31,  2002  was  $67,070,
representing  an  increase of $31,417 or 88% from  $35,653 for the period  ended
December 31, 2001.

The increase was primarily due to an increase in the cost of contract  services.
The increase in the contract  services was due to the Company's  increased focus
on marketing its services.  It hired an outside  consultant to create  marketing
databases, develop sales scripts, create marketing and sales material, develop a
format for proposals to potential clients,  develop a marketing plan and come up
with a recruiting strategy to attract potential new employees.  This temporarily
increased  costs  related to these  contract  services.  This work was completed
during the third quarter of 2002.

Cost of revenues for the last quarter of 2002 was $0,  representing  an decrease
of $11,931 or 100% from $11,931 for last quarter of 2001.

SALARY AND BENEFITS

Salary  and  benefits  expenses  for the period  ended  December  31,  2002 were
$121,449,  representing  an  increase of $53,315 or  approximately  78% from the
period of ended  December  31,  2001 of  $68,134.  The  increase  in Salary  and
benefits  expenses  for the period  ended  December  31, 2002 were due to salary
arrangements with the company's salespeople.

Salary and benefits expenses for last quarter of 2002 were $12,000, representing
an  increase  of $805 or  approximately  6% from  the  last  quarter  of 2001 of
$11,195.

PROFESSIONAL FEES

Professional  fees  for  the  period  ended  December  31,  2002  were  $20,176,
representing an decrease of $28,566 or  approximately  58% from the period ended
December 31, 2001 of $48,742.

Professional  fees for the last  quarter of 2002 were  $2,677,  representing  an
decrease  of  $29,488  or  approximately  91% from the last  quarter  of 2001 of
$32,165.

GENERAL AND ADMINISTRATIVE COSTS

General and  administrative  costs  declined  from $104,606 for the period ended
December 31, 2001 to $45,399 for the corresponding period in 2002.

The decrease in General and administrative  expenses can be directly  attributed
to management's  committed  efforts to restructure the Company's  operations and
reduce its expenses.  In addition,  the costs  associated with becoming a public
company, reduced in 2002.

General  and  administrative  costs for the last  quarter  of 2002 were  $5,344,
representing an decrease of $28,190 or  approximately  84% from the last quarter
of 2001 of $33,534.

PROVISION FOR ASSET IMPAIRMENT

Provision  for asset  impairment  with respect to the customer  database and Web
site  development  costs was $19,196 for the period ended  December 31, 2002, an
increase of $19,196 from $0 for the period ended December 31, 2001.

                                     - 12 -
<PAGE>

OPERATING EXPENSES

Overall,  in the fiscal 2002, the Company reduced the fiscal Operating  expenses
as compared to the fiscal 2001, by $11,979 from $223,499 to $211,520.

Operating  expenses for the last quarter of 2002 were $39,216,  representing  an
decrease  of  $37,678  or  approximately  49% from the last  quarter  of 2001 of
$76,894.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash  equivalents  of $58 as of December 31, 2002,  and
$4,158 as of December 31, 2001.

The statement of the stockholders' equity/deficit showed a deficit of ($131,321)
on December 31, 2002 compared to equity of $10,272 on December 31, 2001.

Net cash used in operating activities for the period ended December 31, 2002 was
$113,829 vs.  $87,817 for the period ended  December  31, 2001.  Net  investment
activities  in fiscal 2002  provided  $104,031  compared  to  ($4,841)  the year
before.  Net  investment  activities in 2002  consisted of proceeds from sale of
investments. These investments were securities the Company received as a payment
for its services.

The financial statements of the Company currently reflect investment in stock of
other companies,  primarily  received in lieu of cash fees, in the amount of $0,
which is less  than  40% of its  non-cash  assets.  It is the  intention  of the
Company to  continue  to receive  stock in lieu of cash fees.  It  verifies on a
daily basis that the value of its  investments  in the stock of other  companies
for which it have  provided  or are  providing  services is less than 40% of the
non-cash  assets in order that it will not become  required  to  register  as an
investment company under the 1940 Act.

On December  31, 2002 the Company had  accounts  payable of $77,933  compared to
$14,035 on December 31, 2001. Its other current liabilities and accrued expenses
were  $34,076 on  December  31,  2002,  compared  to $0 the year  before.  These
liabilities are primarily unpaid  compensation to the company's current or prior
employees.

The Company has a note payable with an unrelated entity for $1,000.  The note is
unsecured and bears interest at 8%. The note was due on or before July 31, 2002.
No action has been taken to collect on this note.

The Company has a note payable with Bulldog Capital,  an unrelated  entity,  for
$5,000.  The note is  unsecured  and bears  interest at 10%. The note was due on
September  30,  2001.  Currently,  there is no threat of  litigation  on Bulldog
Capital's part. The Company is in friendly  discussions  with Bulldog Capital to
work out a payment plan for the note.

The Company  will  require  additional  working  capital to develop its business
until it either  achieves a level of revenues  adequate  to generate  sufficient
cash flows from operations;  or obtain additional financing necessary to support
its working capital  requirements.  The current cash resources of the Company of
$58 as of December 31, 2002 are not sufficient to satisfy its cash  requirements
over the next twelve months.

                                     - 13 -
<PAGE>

The Company believes it will need to secure  additional  debt,  bridge or equity
funding in order to become  profitable.  It cannot accurately predict the amount
of its  future  internal  cash flow and it has no source of  external  financing
identified at present.

If the Company does not raise this  financing,  its  operation  and  operational
plans will be hindered  until funding is secured.  Such  inability  would have a
material  adverse  effect on the Company's  business,  results of operations and
financial  condition.  The Company is seeking to secure  additional debt, bridge
funding or equity funding for the Company to maintain or expand its  operations.
It will also consider any future  merger or  acquisition  with a private  entity
having  an  operating  business  opportunity  which may be  providing  products,
opportunities or service in a different service sector, as a potential  business
combination  candidate.  In the event of any  possibility  of  future  merger or
acquisition there may be probable change in control of the Company.

The ability of the Company to continue as a going  concern is  dependent  on its
ability to raise funds to implement its planned development;  however it may not
be able to raise sufficient funds to do so. There is substantial doubt about its
ability to continue as a going  concern  over the next twelve  months.  The poor
financial  condition  of the  Company  could  inhibit its ability to achieve its
business plan.  Because it is currently  operating at a substantial loss with no
operating  history or significant  revenues,  an investor cannot determine if it
will ever become  profitable.

RISK  FACTORS

1. The Company will rely upon third parties for provision of services.

The Company  will rely from time to time,  upon third  parties for  provision of
services  to  its  clients   ranging  from   information   research,   technical
connectivity,  telecommunications and delivery services,  Web operations,  image
and graphics  production and outsourced  public  relations,  media  relations or
investor relations services. These services may experience difficulties,  delays
or significant  service or power outages,  which may cause delay or inability to
provide such services which in turn affects the Company's ability,  productivity
and  efficiency in delivery of its services to its clients.  The Company  cannot
assure  its  clients  of its  services  within  timelines  and the effect of its
services.

2. The Company's poor financial  condition  raises  substantial  doubt about its
ability to continue as a going concern.  It will be unable to determine  whether
it will ever become profitable.

The Company has a limited operating  history,  and have incurred losses from its
inception,  December  28, 2000 to fiscal  year end  December  31, 2002  totaling
$264,286.  The Company will require  additional  working  capital to develop its
business  until the  Company  either  achieves a level of  revenues  adequate to
generate sufficient cash flows from operations;  or obtains additional financing
necessary to support its working  capital  requirements.  The Company's  current
cash  resources of $58 as of December 31, 2002 are not sufficient to satisfy its
cash requirements over the next twelve months.

The Company believes it will need to secure  additional  debt,  bridge or equity
funding in order to become profitable. The Company cannot accurately predict the
amount  of its  future  internal  cash  flow and it has no  source  of  external
financing identified at present.

If the Company does not raise this  financing,  its  operation  and  operational
plans will be hindered  until funding is secured.  Such  inability  would have a
material  adverse  effect on the Company's  business,  results of operations and
financial  condition.  The Company is seeking to secure  additional debt, bridge
funding or equity funding for the Company to maintain or expand its  operations.

                                     - 14 -
<PAGE>

The Company will also consider any future merger or  acquisition  with a private
entity having an operating business opportunity which may be providing products,
opportunities or service in a different service sector, as a potential  business
combination  candidate.  In the event of any  possibility  of  future  merger or
acquisition there may be probable change in control of the Company.

The Company's ability to continue as a going concern is dependent on its ability
to raise funds to implement its planned development; however the Company may not
be able to raise sufficient funds to do so. There is substantial doubt about the
ability of the  Company to  continue  as a going  concern  over the next  twelve
months.  The Company's  poor  financial  condition  could inhibit its ability to
achieve its  business  plan.  Because the Company is  currently  operating  at a
substantial loss with no operating history or significant  revenues, an investor
cannot determine if the Company will ever become profitable.

3. No assurance of revenue or operating profits.

If the  Company's  revenues  grow  more  slowly  than it  anticipates  or if its
operating  expenses  exceed its  expectations,  its business  would be adversely
affected.  Fluctuations in operating  results may adversely  affect its eventual
success. Some of the factors that could cause its revenues and operating results
to fluctuate include the following:

o    the addition or loss of  significant  distribution  partners,  advertisers,
     sponsors or users;

o    the  introduction  by us or by its  competitors  of new sites,  content and
     products;

o    positive   or  negative   events  or   publicity   concerning   the  public
     relations/investor  relations  industry in general;

o    the amount and timing of its capital  expenditures  and other costs related
     to the expansion of operations;

o    changes in demand for, and availability of supply of investor relations and
     public relations services;

o    general economic conditions, as well as economic conditions specific to the
     online medium, electronic commerce, content syndication, online advertising
     and the investor relations/public relations industry in general.

4. The Company depends on maintaining and increasing its client base.

The Company's future success is highly dependent on an increase in the number of
publicly  traded  companies  who are  willing  to  utilize  outsourced  investor
relations  services,  public  relations  services and other related  tools.  The
number of publicly  traded  companies may not continue to increase,  it can even
decrease  due  to  various  factors,  including  but  not  limited  to  changing
securities  regulations and overall economic conditions.  The development of the
U.S.  stock  market  can also  adversely  affect  the  Company's  business.  The
Company's  business  can develop  more  slowly  than it expects,  and results of
operations and financial condition could be materially  adversely  affected.

5. Inability to protect the  Company's  intellectual  property  rights.

Proprietary  rights are important to the Company's  success and its  competitive
position.  To protect its proprietary rights, the Company will rely generally on
its  exclusive  suppliers  for  copyright,  trademark  and  trade  secret  laws,
confidentiality  agreements  with third  parties,  and license  agreements  with
consultants,  vendors and  customers.  Despite  such  protection,  a third party
could, without authorization,  copy or otherwise misappropriate information from
its database.  The Company's  agreements with employees,  consultants and others
that participate in development  activities  could be breached.  The Company may
not have adequate  remedies for any breach,  and its trade secrets may otherwise

                                     - 15 -
<PAGE>

become known or independently developed by competitors. In addition, the laws of
some foreign countries do not protect its proprietary  rights to the same extent
as do the laws of the United  States,  and  effective  copyright,  trademark and
trade secret protection may not be available in those jurisdictions.

There has been  substantial  litigation  in the computer  and online  industries
regarding  intellectual property assets. Third parties may claim infringement by
the Company with  respect to current and future  products,  trademarks  or other
proprietary rights, or it may counterclaim  against these parties. Any claims or
counterclaims, with or without merit, could be time-consuming,  result in costly
litigation, divert management's attention, cause product release delays, require
it to redesign  its  products or require it to enter into  royalty or  licensing
agreements,  any of which could harm the Company's  business.  These royalty and
licensing agreements,  if required,  may not be available on terms acceptable to
the Company, if at all.

6. The  Company's  business is dependent  upon Alvie T.  Merrill,  President and
Pertti  Luhanto,  Chairman of the Board,  Secretary,  and Treasurer;  should the
Company lose the services of these individuals, development of its business plan
may be delayed.

The  Company's  business is dependent  upon the  expertise of Alvie T.  Merrill,
President and Pertti Luhanto,  Chairman of the Board, Secretary,  and Treasurer,
who will continue to conduct the business  affairs of the Company.  Accordingly,
the Company must rely on their management decisions. It does not maintain, as of
yet, any key man life insurance for Alvie T. Merrill and Pertti Luhanto,  but it
may add this  coverage in the future.  The loss of services of Alvie T.  Merrill
and Pertti Luhanto could impair development of the Company's business plan.

7. The  management  of the  Company has  significant  control  over  stockholder
matters,  which may affect the ability of minority stockholders to influence its
activities.

Executive  officers,  directors  and  holders  of 5% or  more  of the  Company's
outstanding Common Stock will, in the aggregate,  beneficially own approximately
65% of its  outstanding  Common  Stock.  These  stockholders  will  be  able  to
significantly   influence  all  matters  requiring  approval  by  the  Company's
stockholders,  including the election of directors,  the approval of significant
corporate  transactions or reorganizations.  This concentration of ownership may
also have the effect of delaying,  expediting,  deterring or preventing a change
in control and may make some transactions  more difficult or impossible  without
the support of these  stockholders.  The  interests  of these  shareholders  may
differ from the interests of the Company's  other  shareholders.

8. Because the Common Stock of the Company may be considered a penny stock,  any
investment  in its Common  Stock is  considered  a high-risk  investment  and is
subject to restrictions on marketability.

Until the  Company's  shares  qualify for  inclusion in the Nasdaq  system,  the
public  trading,  if  any,  of the  Company's  Common  Stock  will be on the OTC
Bulletin Board.  As a result,  an investor may find it more difficult to dispose
of, or to obtain  accurate  quotations  as to the  price,  of the  Common  Stock
offered.  The  Company's  Common Stock is subject to the  provisions  of Section
15(g)  and Rule  15g-9 of the  Securities  Exchange  Act of 1934,  amended  (the
"Exchange Act"),  commonly referred to as the "penny stock rule".  Section 15(g)
sets forth certain requirements for transactions in penny stocks, and rule 15g-9
(d) (1)  incorporates  the  definition  of "penny  stock"  that is found in Rule
3a51-1 of the Exchange  Act. The SEC generally  defines  "penny stock" to be any
equity  security  that has a market price less than $5.00 per share,  subject to
certain exceptions. If the Company's Common Stock is deemed to be a penny stock,
trading in the shares will be subject to additional sales practice  requirements

                                     - 16 -

<PAGE>

on  broker-dealers  who sell  penny  stocks to persons  other  than  established
customers and  accredited  investors.  "Accredited  investors"  are persons with
assets in excess of 1,000,000 or annual income exceeding  $200,000,  or $300,000
together  with  their  spouse.   For   transactions   covered  by  these  rules,
broker-dealers must make a special suitability determination for the purchase of
such security and must have the  purchaser's  written consent to the transaction
prior to the  purchase.  Additionally,  for any  transaction  involving  a penny
stock,  unless  exempt,  the  rules  require  the  delivery,  prior to the first
transaction, of a risk disclosure document, prepared by the SEC, relating to the
penny stock market. A broker-dealer  also must disclose the commissions  payable
to  both  the  broker-dealer  and the  registered  representative,  and  current
quotations  for  the  securities.  Finally,  monthly  statements  must  be  sent
disclosing  recent price information for the penny stocks held in an account and
information on the limited market in penny stocks. Consequently, these rules may
restrict the ability of  broker-dealers to trade and/or maintain a market in the
Company's Common Stock and may affect the ability of the Company's  shareholders
to sell their shares.

9. The sale of shares  eligible for future sales under Rule 144 could reduce the
price of the Company's stock.

There are 1,731,250 shares of the Company's Common Stock held by  non-affiliates
and 3,240,000 shares of its Common Stock held by affiliates that Rule 144 of the
Securities  Act of 1933 defines as  restricted  securities.  No shares have been
sold pursuant to Rule 144 of the  Securities Act of 1933. Of the shares owned by
non-affiliates,  861,250 are currently freely transferable. The remaining shares
may be resold under Rule 144.

In general,  Rule 144 provides that any person who has beneficially owned shares
for at least one year,  including an affiliate,  is entitled to sell, within any
three-month period, a number of shares that does not exceed the greater of 1% of
the  shares of Common  Stock then  outstanding,  or, if the stock is traded on a
national securities exchange - which the Over-the-Counter Bulletin Board is not,
the reported  average  weekly trading volume of the Common Stock during the four
calendar  weeks  immediately  preceding  the date on which notice of the sale is
sent  to  the  SEC.  Sales  under  Rule  144  are  subject  to  manner  of  sale
restrictions, notice requirements and availability of current public information
concerning us. Under rule 144(k),  person who is not an affiliate of the Company
and who has not been an  affiliate  of the Company  within three months prior to
the sale  generally may sell shares  without  regard to the  limitations of Rule
144,  provided that the person has held the shares for at least one year.  Under
Rule 144(k), a person who is not deemed to have been an affiliate of the Company
at any time during the 90 days preceding a sale, and who has beneficially  owned
the shares  proposed to be sold for at least two years,  is entitled to sell the
shares without  complying with the manner of sale,  public  information,  volume
limitation, or notice provisions of Rule 144.

No prediction can be made as to the effect, if any, such future sales of shares,
or the  availability  of shares for such future  sales,  will have on the market
price of the Company's  Common Stock  prevailing  from time to time. The sale of
substantial  amounts of the Company's Common Stock in the public market,  or the
perception that such sales could occur,  could harm the prevailing  market price
of the Company's Common Stock. As a result of the provisions of Rule 144, all of
the restricted  securities  could be available for sale in a public  market,  if
developed,  beginning  90 days  after  the date of this  registration  statement
becomes  effective.  The availability for sale of substantial  amounts of common
stock under Rule 144 could reduce prevailing market prices for the securities of
the Company.

10. Certain Nevada corporation law provisions could prevent a potential takeover
of the Company which could adversely affect the market price of its Common Stock
or deprive shareholders of a premium over the market price.

                                     - 17 -
<PAGE>

The Company is incorporated in the State of Nevada. Certain provisions of Nevada
corporation  law could  adversely  affect the market price of its Common  Stock.
Because  Nevada  corporation  law  requires  board  approval  of  a  transaction
involving a change in the  Company's  control,  it would be more  difficult  for
someone to acquire control of us. Nevada  corporate law also  discourages  proxy
contests making it more difficult for shareholders to elect directors other than
the candidates  nominated by the Company's board of directors.

11.  Substantial Competition.

The relations relations/public relations market is intensely competitive and may
become more so. The  industry is  currently  characterized  by a small number of
large,  well-capitalized  companies  and a  large  number  of  small  operators.
Barriers to entry are minimal, and current and potential  competitors can launch
new online  sites and offline  services at a  relatively  low cost.  The Company
expects that the number of its direct and indirect  competitors will increase in
the future and this might adversely affect its business,  operating  results and
financial  condition.  Increased  competition could result in lower revenues and
loss of clients,  any of which could  materially  adversely affect its business,
operating results and financial condition. No assurance can be given the Company
will be able to compete with  established  industry players or that it can adapt
to changing market dynamics and/or the entrance of new competitors.

The Company  currently  competes with several other companies  offering  similar
services.  Many of these have significantly  greater financial  resources,  name
recognition,  and technical and marketing  resources,  and virtually all of them
are seeking to improve  their  technology,  products and  services.  The Company
cannot be sure that it will have the  financial  resources or the  technological
expertise  to  successfully  meet this  competition.

12. No assurance of future profitability or payment of dividends.

The Company can make no assurances the future  operations  and/or  marketing and
other investments of the Company will result in net income, asset or share price
appreciation, dividends or will be profitable. In addition, should operations of
the  Company  -  including  share   acquisitions  or  future  investments  -  be
profitable, it is likely the Company would retain much or all of its earnings in
order to finance  future  growth.  The Company does not presently  intend to pay
dividends,  and it is not likely any dividends  will be paid in the  foreseeable
future.  (See  "Dividend  Policy").

13.  Dependence on qualified personnel.

The Company is highly  dependent upon its ability to retain its employees as the
key,  qualified  innovators and advisors.  There can be no assurance the Company
will be able to retain the services of these employees apart from their interest
in the success of the Company  because of their  relatively  large  common stock
holding.  Loss of the services of these  employees  would be  detrimental to the
Company.  As the Company  develops  its  business  and  operations,  there is no
assurance it will be able to attract and retain other qualified  personnel.  The
loss of the services of key  employees or certain other  personnel  could have a
material adverse effect on the Company's business and prospects.  The success of
the  Company  will also be largely  dependent  upon  ability  of the  Company to
continue to attract quality management and employees to help operate the Company
as its  operations  grow,  as well as upon the  ability of the Company to retain
quality management.

14. Uncertain ability to protect resources and products.

                                     - 18 -
<PAGE>

The  Company  could incur  substantial  costs in  defending  itself in any suits
brought against it claiming  infringement of the contract rights of others or in
asserting the rights of the Company in a suit against another  company.

15. The Company may become subject to burdensome government regulation and legal
uncertainties.

The laws governing the Web remain largely  unsettled,  even in areas where there
has been some legislative action. It may take years to determine whether and how
existing laws, including those governing intellectual  property,  privacy, libel
and  taxation,  apply to the Web generally and the  electronic  distribution  of
business  information in particular.  Legislation could reduce the growth in the
use  of  the  Web  generally  and  decrease  the  acceptance  of  the  Web  as a
communications  and  commercial  medium,  which could have a materially  adverse
effect  on  some  aspects  of the  Company's  business,  operating  results  and
financial  condition.

16. The Company's Common Stock is volatile and could fluctuate significantly.

The trading price of the Company's stock has been and may continue to be subject
to wide fluctuations.  The Company's stock may fluctuate in response to a number
of events and  factors,  such as  quarterly  variations  in  operating  results;
announcements  of new  products;  technology or strategic  relationships  by the
Company or its competitors;  changes in financial  estimates;  the operating and
stock price  performance or other companies that investors may deem  comparable;
and news reports relating to trends in the markets of the Company.  In addition,
the stock markets in general, and the market prices for companies in its service
sector in particular,  have experienced  extreme  volatility that often has been
unrelated to the operating performance of such companies. These broad market and
industry  fluctuations  may  adversely  affect  the price of its  Common  Stock,
regardless of its operating performance.

                                     - 19 -
<PAGE>


Item 7. Financial Statements.

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
  American Market Support Network, Inc.
  Houston, Texas

We have  audited  the  accompanying  balance  sheet of American  Market  Support
Network, Inc. as of December 31, 2002, and the related statements of operations,
stockholders'  equity  (deficit),  and cash flows for each of the two years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of American  Market  Support
Network, Inc. as of December 31, 2002, and the results of its operations and its
cash flows for each of the two years then ended,  in conformity  with accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company has incurred losses since inception totaling
$264,286 and at December 31, 2002 had a working capital deficit of $131,321. The
Company will require  additional  working  capital to develop its business until
the Company either achieves a level of revenues adequate to generate  sufficient
cash flows from operations; or obtains additional financing necessary to support
its working capital requirements. These conditions raise substantial doubt about
the  Company's  ability to continue as a going  concern.  Management's  plans in
regard to this matter are also described in Note 2. The  accompanying  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.


Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com
February 20, 2003

                                     - 20 -
<PAGE>


                      AMERICAN MARKET SUPPORT NETWORK, INC.

                                  Balance Sheet
                                December 31, 2002

<TABLE>
<CAPTION>

<S>                                                                                                      <C>
                                ASSETS
CURRENT ASSETS:
    Cash                                                                                         $               58
                                                                                                 ------------------
           Total current assets                                                                                  58


           Total assets                                                                          $               58
                                                                                                 ==================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
    Accounts payable, third party                                                                $           77,933
    Accounts payable, affiliates                                                                              8,000
    Accounts payable, majority shareholder                                                                    5,370
    Accrued liabilities                                                                                      34,076
    Notes payable                                                                                             6,000
                                                                                                 ------------------
           Total current liabilities                                                                        131,379
COMMITMENTS

STOCKHOLDERS' EQUITY (DEFICIT):
    Preferred stock, $.001 par value; 5,000,000 shares
        authorized, none issued
    Common stock, $.001 par value; 20,000,000 shares
        authorized, 4,971,250 shares issued and outstanding                                                   4,971
    Additional paid-in capital                                                                              139,326
    Accumulated deficit                                                                                    (264,286)
    Accumulated other comprehensive loss                                                                    (11,332)
                                                                                                 ------------------
           Total stockholders' equity (deficit)                                                            (131,321)
                                                                                                 ------------------
           Total liabilities and stockholders' equity (deficit)                                  $               58
                                                                                                 ==================
</TABLE>

     See accompanying summary of accounting policies and notes to financial
                                  statements.

                                     - 21 -

<PAGE>

                     AMERICAN MARKET SUPPORT NETWORK, INC.
                             Statement of Operations
                 For the Years Ended December 31, 2002 and 2001


<TABLE>
<CAPTION>
<S>                                                                               <C>                   <C>

                                                                                  2002                 2001
                                                                            ---------------      ---------------

 REVENUES                                                                   $       146,556      $       179,148

 COST OF REVENUES                                                                    67,070               35,653
                                                                            ---------------      ---------------

          Gross margin                                                               79,486              143,495

 COSTS AND EXPENSES:
     General and administrative                                                      45,399              104,606
     Salary and benefits                                                            121,449               68,134
     Professional fees                                                               20,176               48,742
     Provision for asset impairment                                                  19,196                    -
     Amortization expense                                                             5,300                2,017
                                                                            ---------------      ---------------
                                                                                    211,520              223,499
                                                                            ---------------      ---------------

          Loss from operations                                                     (132,034)             (80,004)

 OTHER INCOME                                                                            57                3,154
 REALIZED LOSS ON AVAILABLE FOR SALE SECURITIES                                      (3,316)                   -
                                                                            ---------------      ---------------

 NET LOSS                                                                   $      (135,293)     $       (76,850)
                                                                            ===============      ===============

 Net loss per share:
     Basic and diluted net loss per share                                   $          (.03)     $          (.02)
                                                                            ===============      ================

 Weighed average shares outstanding:
     Basic and diluted                                                            4,971,250            4,218,541
                                                                            ===============      ===============

</TABLE>


     See accompanying summary of accounting policies and notes to financial
                                  statements.

                                     - 22 -

<PAGE>


                     AMERICAN MARKET SUPPORT NETWORK, INC.
                   Statement of Stockholders' Equity (deficit)
                 For the Years Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
<S>                                      <C>          <C>            <C>             <C>              <C>               <C>

                                          Common Stock
                                     ------------------------     Additional                        Other          Stockholders'
                                       Shares     Amount           Paid-in       Accumulated   Comprehensive          Equity
                                                                   Capital         Deficit          Loss            (deficit)
                                     ----------   ----------     -----------    ------------    -------------      -------------
Balance,
    December 31, 2000                4,110,000    $  4,110       $  65,643      $ (52,143)      $       -        $   17,610
Issuance of common stock
    for cash                           861,250         861          73,683             -                -            74,544
Net Loss                                    -           -               -         (76,850)              -           (76,850)
Comprehensive loss:
Change in unrealized loss on
    available for sale securities           -           -               -              -            (5,032)          (5,032)
                                                                                                                   -------------
Total comprehensive loss                    -           -               -              -                -            (81,882)
                                     ----------    ----------    -----------    ------------    -------------      -------------
Balance,
    December 31, 2001                4,971,250       4,971         139,326       (128,993)          (5,032)           10,272

Net Loss                                    -           -               -        (135,293)              -           (135,293)
Comprehensive loss:
Change in unrealized loss on
    available for sale securities           -           -               -              -            (6,300)           (6,300)
                                                                                                                   -------------
Total comprehensive loss                    -           -               -              -                           (141,593)
                                     -----------   -----------    -----------    -----------    ---------------    -------------
Balance,                             4,971,250       4,971         139,326       (264,286)       $  (11,332)     $ (131,321)
    December 31, 2002                ===========   ===========    ===========    ===========    ===============   ==============

</TABLE>

     See accompanying summary of accounting policies and notes to financial
                                  statements.

                                     - 23 -
<PAGE>

                     AMERICAN MARKET SUPPORT NETWORK, INC.
                      Consolidated Statement of Cash Flows
                 For the Years Ended December 31, 2002 and 2001
<TABLE>
<CAPTION>
<S>                                                                                  <C>                <C>
                                                                                      2002                2001
                                                                              -----------------   ------------------
                                                                              -----------------   ------------------
OPERATING ACTIVITIES:
   Net loss                                                                   $      (135,293)    $       (76,850)
   Adjustments to reconcile net loss to net cash used in
      operating activities:
      Amortization                                                                      5,300               2,017
      Stock received for services                                                    (101,006)            (24,702)
      Loss on investments, net                                                                              2,683
      Provision for asset impairment                                                   19,196
      Changes in operating assets and liabilities:
         Escrow receivable                                                                  -              (5,000)
         Accounts payable                                                              63,898              14,035
         Other current liabilities and accrued expenses                                34,076
                                                                              ---------------
               Net cash used in operating activities                                 (113,829)            (87,817)

INVESTING ACTIVITIES:
   Proceeds from sale of investments                                                  104,031              11,662
   Purchase of property and equipment                                                       -             (16,503)
                                                                              ---------------     ---------------
               Net cash provided by (used in) investing activities                    104,031              (4,841)

FINANCING ACTIVITIES PROVIDED BY:
   Sale of common stock                                                                     -              74,544
   Shareholder  and affiliate advances                                                  5,698               8,672
   Proceeds from notes payable                                                              -               6,000
                                                                              ---------------     ---------------
               Net cash provided by financing activities                                5,698              89,216

NET CHANGE IN CASH                                                                     (4,100)             (3,442)

CASH, beginning of period                                                               4,158               7,600
                                                                              ---------------     ---------------

CASH, end of period                                                           $            58     $         4,158
                                                                              ===============     ===============

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                                              $            -      $             -
                                                                              ==============      ===============
   Income taxes paid                                                          $            -      $             -
                                                                              ==============      ===============

NONCASH TRANSACTIONS:
   Acquisition of assets for common stock                                     $            -      $        10,010
                                                                              ==============      ===============

</TABLE>


     See accompanying summary of accounting policies and notes to financial
                                  statements.

                                     - 24 -

<PAGE>


                      AMERICAN MARKET SUPPORT NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business

American Market Support Network,  Inc.  ("American  Market") was incorporated on
December 28, 2000 in Nevada. American Market is engaged in providing private and
publicly  traded  companies with  comprehensive  service  packages that includes
promoting  clients to their target  markets  through  public  relations  related
programs.  These services include the design and execution of effective  public,
investor and media  relations  programs,  database  distribution  services;  and
long-term strategic promotional partnerships.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the balance  sheet.  Actual results could differ from
those estimates.

Cash Equivalents

Cash  equivalents  include highly  liquid,  temporary  cash  investments  having
original  maturity dates of three months or less. For reporting  purposes,  such
cash  equivalents  are stated at cost plus accrued  interest which  approximates
fair value.

Investments

American  Market holds minority  equity  investments in companies and classifies
these investments as available for sale. Certain  investments carry restrictions
on immediate  disposition.  Investments in public companies with restrictions of
less than one year are  classified  as  available-for-sale  and are  adjusted to
their fair market value with unrealized gains and losses,  net of tax,  recorded
as a component of accumulated other  comprehensive  income.  Upon disposition of
these investments,  the specific  identification method is used to determine the
cost basis in computing  realized  gains or losses,  which are reported in other
income and expense. Declines in value that are judged to be other than temporary
are  reported in other income and  expense.  Common  stock  received by American
Market for  services is  recognized  at its quoted  market  price or at the fair
value of the services rendered, which ever is more readily determinable.

Revenue Recognition

American  Market's  revenues are  primarily  derived from  consulting  services.
Revenues are earned from design and  execution  of investor and media  relations
programs,  database distribution  services,  and long-term strategic promotional
partnerships.

American Market  recognizes  revenue when persuasive  evidence of an arrangement
exists,  delivery has  occurred,  the sales price is fixed or  determinable  and
collectibility  is probable.  Service  revenues are  recognized  as services are
performed.  The  majority  of  American  Market's  revenues  are  from  investor
relations  programs  under fixed fee contracts  that are typically  completed in
four weeks. The contracts can be extended.  American Market  recognizes  revenue


                                     - 25 -
<PAGE>

                     AMERICAN MARKET SUPPORT NETWORK, INC.
                          NOTES TO FINANCIAL STATMENTS

and   profit   as   work    progresses    on   these    contracts    using   the
percentage-of-completion  method,  which relies on  estimates of total  expected
contract revenue and costs. American Market follows this method since reasonable
dependable  estimates of the revenue and costs  applicable to the various stages
of a  contract  can be made.  Recognized  revenues  and  profit  are  subject to
revisions  as  the  contract  progresses  to  completion.  Revisions  in  profit
estimates  are charged to income on the period in which the facts that give rise
to the revisions  become  known.  For contracts  that offer  multiple  services,
American Market allocates revenue to each product based upon its fair values and
accordingly recognizes the revenue as that service is performed.

American  Market  recognizes  revenue for other services in accordance  with the
Securities  and  Exchange  Commission  Staff  Accounting  Bulletin No. 101 ("SAB
101"), "Revenue Recognition in Financial Statements."

American Market maintains  allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments.  If the
financial   condition  of  American  Market's  customers  were  to  deteriorate,
resulting  in an  impairment  of  their  ability  to make  payments,  additional
allowances may be required. The company does not require collateral.

Long-lived Assets

Property and equipment are stated at cost less accumulated  depreciation.  Major
renewals and improvements are capitalized;  minor replacements,  maintenance and
repairs are charged to current operations.  Depreciation is computed by applying
the straight-line method over the estimated useful lives of each asset. American
Market performs reviews for the impairment of long-lived  assets whenever events
or changes in  circumstances  indicate that the carrying  amount of an asset may
not be recoverable.

Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the
Impairment of or Disposal of Long-Lived  Assets,  sets forth guidance as to when
to  recognize  an  impairment  of  long-lived  assets  and how to  measure  such
impairment.  The standards  require  certain  assets be reviewed for  impairment
whenever  events  or  circumstances  indicate  the  carrying  amount  may not be
recoverable. Based on application of SFAS No. 144, American Market recognized an
$19,196  impairment  during the year ended  December 31, 2002 related to certain
property (see note 3 for additional information).

Income Taxes

The  asset  and  liability  approach  is used to  account  for  income  taxes by
recognizing  deferred tax assets and  liabilities  for the  expected  future tax
consequences of temporary  differences  between the carrying amounts and the tax
bases of assets and liabilities.  American Market records a valuation  allowance
to reduce the  deferred tax assets to the amount that is more likely than not to
be realized.

Earnings Per Common Share

Basic and  diluted  net loss per share  excludes  dilution  and is  computed  by
dividing net loss by the weighted  average  number of common shares  outstanding
for the period presented.


                                     - 26 -
<PAGE>
                     AMERICAN MARKET SUPPORT NETWORK, INC.
                         NOTES TO FINANCIAL STATEMENTS

Stock-Based Compensation

American Market accounts for stock-based  compensation issued to employees under
the  intrinsic  value  method.  Under this  method,  the Company  recognizes  no
compensation  expense for stock  options  granted when the number of  underlying
shares is known and exercise price of the option is greater than or equal to the
fair  market  value of the  stock on the date of  grant.  No  options  have been
granted.

American  Market  accounts  for  non-cash  stock-based  compensation  issued  to
non-employees  in  accordance  with the  provisions of SFAS No. 123 and EITF No.
96-18,   Accounting  for  Equity  (deficit)   Investments  That  Are  Issued  to
Non-Employees for Acquiring,  or in Conjunction with Selling, Goods or Services.
Common stock issued to non-employees  and consultants is based upon the value of
the  services  received  or the quoted  market  price,  whichever  value is more
readily determinable.

Recent Accounting Pronouncements

American  Market  does not expect the  adoption of  recently  issued  accounting
pronouncements to have a significant  impact on the American Market's results of
operations, financial position or cash flows.

NOTE 2 - GOING CONCERN

American Market has incurred losses totaling  $264,287 through December 31, 2002
has a working capital deficit of $130,186 at December 31, 2002. Because of these
losses,  American  Market will  require  additional  working  capital to develop
business operations.

American  Market  intends to raise  additional  working  capital  either through
private placements, public offerings and/or bank financing.

There are no assurances  that American Market will be able to achieve a level of
revenues  adequate to generate  sufficient  cash flow from  operations or obtain
additional  financing  through private  placement,  public offerings and/or bank
financing   necessary  to  support  the  American   Market's   working   capital
requirements.  To the extent that funds  generated from any private  placements,
public  offerings and/or bank financing are  insufficient,  American Market will
have to raise  additional  working  capital.  No  assurance  can be  given  that
additional  financing  will be  available,  or if  available,  will be on  terms
acceptable  to American  Market.  If adequate  working  capital is not available
American Market may not increase its operations.

These  conditions  raise  substantial  doubt about American  Market's ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and  classification of liabilities that might be necessary
should American Market be unable to continue as a going concern.

NOTE 3 - PROPERTY

Property consisted of website development costs and a customer data base. During
the year ended December 31, 2002,  American Market recorded an asset  impairment
charge of  $19,176.  The  non-cash  asset  impairment  charge  was  recorded  in
accordance  with SFAS No. 144,  which requires that  long-lived  assets held and
used by American Market,  be reviewed for impairment  whenever events or changes


                                     - 27 -
<PAGE>
                     AMERICAN MARKET SUPPORT NETWORK, INC.
                         NOTES TO FINANCIAL STATEMENTS

in  circumstances  indicate  that the  carrying  amount  of the asset may not be
recoverable.  The assets  impaired by American  Market were website  development
costs and a customer  database.  Because American Market has incurred losses and
negative cash flows from  operations  since  inception and  management  does not
believe  future cash flows will be  sufficient  to recover the net book value of
the assets.  These assets have been  historically  depreciated over three years.
There was no such charge in fiscal 2001.

Amortization  expense totaled $5,300 and $2,017 for the years ended December 31,
2002 and 2001, respectively.

NOTE 4 - MAJOR CUSTOMERS

American market had two customers account for more than 10% of net sales for the
years ended December 31, 2002 and 2001. Collectively,  these customers accounted
for 66% and 37% of net sales for the years  ended  December  31,  2002 and 2001,
respectively. The breakdown is as follows at December 31:

<TABLE>
<CAPTION>
                <S>                                                                <C>                <C>
                                                                                   2002               2001
                                                                           ----------------   ----------------
            Customer A                                                     $        76,700    $             -
            Customer B                                                              19,500                  -
            Customer C                                                                   -             44,030
            Customer D                                                                   -             25,000
</TABLE>


NOTE 5 - ACCOUNTS PAYABLE, MAJORITY SHAREHOLDER

American  Market has received  advances from its majority  shareholder  totaling
$5,370 as of December 31, 2002. The advances are payable upon demand.

NOTE 6 - NOTES PAYABLE

American Market has a note payable with an unrelated entity for $1,000. The note
is  unsecured  and bears  interest at 8%. The note was due on or before July 31,
2002. American Market has not paid the debt due to insufficient cash flow.

American Market has a note payable with an unrelated entity for $5,000. The note
is unsecured and bears  interest at 10%. The note was due on September 30, 2001.
American Market has not paid the debt due to insufficient cash flow.

NOTE 7 - INCOME TAXES

For the period from inception  through  December 31, 2002,  American  Market has
incurred net losses and, therefore,  has no tax liability.  The net deferred tax
asset generated by the loss carry-forward has been fully reserved. The valuation
allowance  increase  approximately  $40,000.  The  cumulative net operating loss
carry-forward is approximately $230,000 at December 31, 2002, and will expire in
the years 2020 through 2022.


                                     - 28 -

<PAGE>


Deferred income taxes consist of the following at December 31, 2002:

  Long-term:
   Deferred tax assets                        $        85,000
   Valuation allowance                                (85,000)
                                               ---------------
                                              $             -
                                               ===============

NOTE 8 - SHAREHOLDERS EQUITY (DEFICIT)

Common Stock:

In November 2001, American Market issued 861,250 shares of common stock for cash
proceeds of $74,544, net of commission of $11,581.

In October 2002,  American  Market entered into an agreement with an employee to
issue  100,000  restricted  shares of common stock for payment of  approximately
$22,000 of past due  payroll.  The  restricted  stock is  required  to be issued
within fourteen days of American Market  beginning  trading on the OTCBB or BBX.
As of December 31, 2002,  American Market has approximately  $22,000 included in
accrued expenses related to this liability.

NOTE 9- RELATED PARTY TRANSACTIONS

American Market entered into a consulting services contract with Legendium, Inc.
a company controlled by the Chairman of the Board for administrative  consulting
services.  The contract is on a  month-to-month  term and is cancelable upon one
days notice. American Market paid $6,290 and $6,750 under this agreement for the
years ended December 31, 2002 and 2001, respectively.

NOTE 10 - COMMITMENTS

American Market leases office facilities under a month-to-month operating lease.
Rent  expense was $15,060 and $42,300 for the years ended  December 31, 2002 and
2001, respectively.

In July 2002,  American Market entered into a services  agreement with a company
owned by the President of American Market.  The agreement is for the President's
company to provide  American Market with a qualified  interim  President and all
selling,  general and  administrative  functions.  The President's  company will
receive $2,000 per month and 10% of all net revenues of American Market.



                                     - 29 -
<PAGE>


Item  8.  Changes  In and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure.

On April 16, 2002 the Company changed  accountants from Chavez & Koch,  Business
Consultants & Certified Public Accountants, Ltd., to Malone & Bailey PLLC.

The financial  statements  reported on by the former accountant,  Chavez & Koch,
Business  Consultants & Certified Public Accountants,  Ltd., were not subject to
an  adverse or  qualified  opinion,  or a  disclaimer  of  opinion  and were not
modified as to uncertainty,  audit scope or accounting  principles during fiscal
year 2000, and the interim period through April 16, 2002.

There were no  disagreements  related to  accounting  principles  or  practices,
financial statement disclosure, or auditing scope or procedure during the fiscal
year 2000, 2001 and the interim period through April 16, 2002.

The  decision  to change  accountants  and to appoint  Malone & Bailey  PLLC was
approved by the Company's board of directors.

                                    PART III

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

The  following  table sets forth,  as of December  31, 2002,  the name,  age and
position of the Company's  directors,  executive  officers and other significant
employees.

Name                       Age      Position with the Company
--------------------------------------------------------------------------------
Alvie T. Merrill           55       President
Pertti Luhanto             37       Chairman of the Board, Treasurer, Secretary

The backgrounds of the Company's Directors,  Officers and significant  employees
are as follows:

Alvie T. Merrill, President

Mr. Alvie T. Merrill,  joined  American Market Support  Network,  Inc. in August
2001 and became a director,  President  and CEO in 2001.  From  January  1980 to
February  1998,  Mr.  Merrill was  President  of his own company,  A.T.  Merrill
Business Consulting  providing  management and financial consulting for over 200
companies dealing with financial difficulties.  From March 1998 to Oct. 1998 Mr.
Merrill was Vice President of

Business  Development  for Procorp,  Inc.,  a Houston  based  company  providing
training in  interpersonal  skills.  From  November  1998 to  February  1999 Mr.
Merrill  provided  consulting  and  industry  training  in  leadership  and team
building for Coldwell  Bankers and  Caterpillar.  From  February 1999 to October
2000 Mr. Merrill was  President/CEO of Interlucent  Internet  Solutions Inc. - a
company  specializing in upscale Web  development  for Fortune 100  corporation.
From November 2000 to March 2001 Mr. Merrill worked in various  fundraising  and
management related capacities at U.S. TechSolution,  Inc. - a telecommunications
company providing fiber optic services to major  industries.  From April 2001 to

                                     - 30 -
<PAGE>

July 2001, Mr. Merrill provided management and financial consulting services for
C.E.B.R. Services, Higgins Enterprises and Essex Waste Management.

Pertti Luhanto, Chairman of the Board, Treasurer, Secretary

Mr. Pertti Luhanto is a founding shareholder of American Market Support Network,
Inc. He became Chairman in December 2000 and Secretary in May 2001. From January
1991   to   December   1992   Mr.    Luhanto   was   a   managing    editor   in
Vahittaiskauppa-magazine,  a magazine for retail professionals in Finland.  From
January 1992 to January 1995 Mr. Luhanto served as Chairman of Viestintatoimisto
Merger Oy in Finland. In January 1995 Mr. Luhanto  established  Legendium Oy - a
company specialized in corporate publications - in Finland. He has served as the
president of Legendium Oy from January 1995 to January  1996.  From January 1996
to January 2000 he was a Chairman of Legendium Oy. In January 2000 he became CEO
of Legendium, Inc., a US subsidiary for Legendium Oy - the position he continues
to hold.

Board Committees

The Company  currently has no  compensation  committee or other board  committee
performing  equivalent  functions.  Currently,  all  members  of  its  board  of
directors participate in discussions concerning executive officer compensation.

Family Relationships

There are no  family  relationships  among the  officers  and  directors  of the
Company.

Legal Proceedings

No officer,  director,  or persons  nominated  for such  positions,  promoter or
significant  employee  has been  involved  in legal  proceedings  that  would be
material to an evaluation of the management of the Company.

Item 10. Executive Compensation.

The following summary  compensation table reflects all compensation  awarded to,
earned by, or paid to the Chairman and the President  for all services  rendered
to the Company in all  capacities  during each of the years ended  December  31,
2001 and 2002.  None of the other executive  officers  received salary and bonus
exceeding $100,000 during those years.

Summary Compensation Table
--------------------------------------------------------------------------------
Name and Principal                           Secutities         All Other
     Position           Year    Salary       Underlying        Compensation
                                $            Options (#)        $
--------------------------------------------------------------------------------
Alvie T. Merrill        2001   $9,000             0             $  0
President               2002   $  500             0             $  0
--------------------------------------------------------------------------------
Pertti  Luhanto         2001   $6,750             0             $  0
Chairman, Treasurer,    2002   $6,290             0             $  0
Secretary
================================================================================

                                     - 31 -

<PAGE>

No options or warrants have been granted to the Chairman or the President.

No bonuses were paid to named  executive  officers in any of the above years. No
Restricted Stock Awards (RSAs),  Stock Appreciation  Rights (SARs), or Long Term
Incentive Plans (LTIPs) were awarded to named  executive  officers in any of the
above years.

Directors' Compensation

American Market entered into a consulting services contract with Legendium, Inc.
a company controlled by the Chairman of the Board for administrative  consulting
services.  The contract is on a  month-to-month  term and is cancelable upon one
day's  notice.  The Company paid $6,290 and $6,750 under this  agreement for the
years ended December 31, 2002 and 2001, respectively.

In  2001,  the  Company  had  a  consulting  agreement  with  Alvie  T.  Merrill
Consulting,  Inc., owned by the Alvie T. Merrill,  the President of the Company.
The contract was cancelled in December  2001. The Company paid $9,000 under this
agreement for the year ended.

December,  2001.  In July 2002,  it entered into a new  agreement  with Alvie T.
Merrill  Consulting,  Inc. The  agreement  is for  providing it with a qualified
interim President and all selling,  general and  administrative  functions.  The
President  will  receive  $2,000  per month and 10% of all net  revenues  of the
Company.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters.

The following table sets forth as of December 31, 2002 the beneficial  ownership
of Common  Stock of each  person  known to the  Company who owns more than 5% of
issued and outstanding Common Stock.
--------------------------------------------------------------------------------
Name and address of             Amount and Nature               Percent of
Beneficial Owner                of Beneficial                   Class
                                Ownership
--------------------------------------------------------------------------------
Pertti Luhanto                  1,390,000                       27.96%
17902 Scenic Oaks Dr.
Richmond,  TX 77469

Helena Wahala                     500,000                       10.06%
Rautjarventie 3 A 4
00950 Helsinki, Finland

Earth Holdings Ltd.               400,000                        8.05%
32 Main Street
Rousseau,  Dominica

Markus Jarvinen                   250,000                        5.03%
606 Glenview Road
Mooloolah
Queensland  4553,  Australia

Jari Karjalainen                  300,000                        6.04%
Kaivolahdenkatu  6
00810 Helsinki,  Finland

Mika Majander                     400,000                        8.05%
Tasakalliontie 12 B
02760 Espoo, Finland
================================================================================
                                3,240,000                       65.19%

                                     - 32 -

<PAGE>

The tables below and the  paragraphs  that follow  present  certain  information
concerning directors,  executive officers and significant employees. None of the
Company's directors,  executive officers or significant employees has any family
relationship with any other director, executive officer or significant employee.
--------------------------------------------------------------------------------
Name              Age    Position with      Executive/    Shares         Percent
                         with               Officer/      Beneficially      of
                         Company            Director      Owned            Class
                                            Since         Dec 31 2002
--------------------------------------------------------------------------------
Directors:
Pertti Luhanto    37     Chairman of
                         The Board,         12/28/00      1,390,000       27.96%
                         Treasurer,
                         Secretary

Alvie T. Merrill  55     President          30/11/01      0                 0%
--------------------------------------------------------------------------------
All Directors, Executive Officers and
Significant employees as a group                          1,390,000       27.96%


Item 12. Certain Relationships and Related Transactions.

During  the  last  two  years,  there  have  been no  transactions  or  proposed
transactions  to which the Company was or is to be a party, in which any persons
as set out by Item 404 of Regulation  S-B had or is to have a direct or indirect
material interest.

Item 13. Financial Statements, Exhibits and Form 8-K Filings.

(a)  The  following  documents  are filed as part of this Annual  Report on form
     10-KSB at Item 7 on pages 20 through 29:

     Independent  Auditors Report for the years ended December 31, 2001 and 2002
     Balance Sheet
     Statement of Operations
     Statement of Stockholders' Equity
     Consolidated Statement of cash Flows
     Notes to Financial Statements

(b)  No report on 8-K was filed  with  respect  to the  Company  during the last
     quarter of fiscal year 2002.

(c)  Exhibits are incorporated herein by reference or are filed with this report
     as indicated below.

                                     - 33 -
<PAGE>

Exhibit Index:

Exhibits:

(a)  The following documents are filed as part of this report:

Item 3

(1)  Articles of Incorporation of American market Support Network, Inc. a Nevada
     corporation  (incorporated by reference to the  corresponding  exhibit from
     the Company's  registration  statement on Form 10SB12G/A  filed January 14,
     2003)

(2)  By-laws of American  market  Support  Network,  Inc., a Nevada  corporation
     (incorporated by reference to the corresponding  exhibit from the Company's
     registration statement on Form 10SB12G/A filed January 14, 2003)

Item 10

(1)  A.T.  Merrill  Consulting  Agreement  (incorporated  by  reference  to  the
     corresponding  exhibit from the  Company's  registration  statement on Form
     10SB12G/A filed January 14, 2003)

(2)  Amended A.T. Merrill Consulting Agreement (incorporated by reference to the
     corresponding  exhibit from the  Company's  registration  statement on Form
     10SB12G/A filed January 14, 2003)

(3)  Legendium,  Inc.  Service  Agreement  (incorporated  by  reference  to  the
     corresponding  exhibit from the  Company's  registration  statement on Form
     10SB12G/A filed January 14, 2003)

(4)  A.T. Merrill  Consulting  Agreement dated July 1, 2002 (attached as Exhibit
     to this 10-KSB report).

Item 99

(1)  Certificate under Section 906 of the Sarbanes-Oxley Act, Alvie T. Merrill.

(2)  Certificate under Section 906 of the Sarbanes-Oxley Act, Pertti Luhanto.

Item 14. Controls and Procedures.

Within the 90 days prior to the date of this Form  10-KSB,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management, including the Company's Chief Executive Officer along with
the Company's  Principal  Accounting Officer, of the effectiveness of the design
and operation of the Company's  disclosure  controls and procedures  pursuant to
Exchange  Act Rule  13a-14.  Based upon that  evaluation,  the  Company's  Chief
Executive  Officer  along  with  the  Company's  Principal   Accounting  Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company required to
be included in this Form 10-KSB.  There have been no significant  changes in the
Company's internal controls or in other factors which could significantly affect
internal controls subsequent to the date the Company carried out its evaluation.

                                     - 34 -
<PAGE>


                                   SIGNATURES

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.

American Market Support Network, Inc.

By    /s/ Pertti Luhanto
     ---------------------
      Pertti Luhanto, Chairman
      (Principal Executive Officer)

Date April 1, 2003
     ---------------------

By    /s/ Alvie T. Merrill
     ---------------------
      Alvie T. Merrill, President
      (Principal Accounting Officer and Chief Accounting Officer)

Date April 1, 2003
     ---------------------

                                     - 35 -

<PAGE>


                                  CERTIFICATION

I, Pertti Luhanto,  Chairman for American Market Support Network,  Inc., certify
that:

1. I have reviewed this annual report on Form 10-KSB of American  Market Support
Network, Inc.;

2.  Based on my  knowledge,  this  annual  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 annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange  Act Rules  13a-14  and  15d-14)  for the  registrant  and we have:

     a) designed such disclosure controls and procedures 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  annual  report  is being  prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the  "Evaluation  Date");  and

     c) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation  Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's  auditors any material weaknesses in internal controls;  and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Dated:  April 1, 2003                              /s/Pertti Luhanto
        ---------------                            ------------------
                                                   Pertti Luhanto
                                                   Chairman
                                                   (Principal Executive Officer)


                                     - 36 -
<PAGE>


                                 CERTIFICATION

I, Alvie T. Merrill,  Principal  Accounting Officer and Chief Accounting Officer
for American Market Support Network, Inc., certify that:

1. I have reviewed this annual report on Form 10-KSB of American  Market Support
Network, Inc.;

2. Based on my knowledge, this annual 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
annual report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures 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 annual report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Dated: April 1, 2003                           /s/Alvie T. Merrill
       --------------                          -------------------------
                                               Alvie T. Merrill
                                               President
                                               (Principal Accounting Officer and
                                               Chief Accounting Officer)

                                     - 37 -