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

                                   FORM 10-KSB





[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from                  to
                                           -----------------   ----------------

Commission File Number: 000-33309

                                 Artescope, Inc.
                                 ---------------
             (Exact name of registrant as specified in its charter)

Delaware                                                             33-0953557
--------                                                             ----------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

18335 Mr. Langley Street, Fountain Valley, California                    92708
------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

                                 (949) 280.8475
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:


  Title of each class registered:    Name of each exchange on which registered:
  -------------------------------    ------------------------------------------

                None                                    None

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

                   Common Stock, Par Value $.001
                   -----------------------------
                          (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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. [ ]


State issuer's revenues for its most recent fiscal year. $3,639.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of March 21, 2002, approximately $0.

As of March 21, 2002, there were 6,210,000 shares of the issuer's $.001 par
value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                          [ ] Yes       [X] No



                                       1
<PAGE>




                                     PART I

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

Our Background. We were incorporated in Delaware on March 2, 2000 as 411
Place.com, Inc. On February 28, 2001, we changed our name to Artescope, Inc.

Our Business. We provide a wide range of graphic design services to various
commercial and corporate entities. Our services primarily include commercial
digital graphics design and production services relating to digitally created
print, graphics and multimedia services. These services include the production
and distribution of time-sensitive marketing materials and providing on-demand
printing services.

Our graphic design services range from print media, catalogues on CD-ROM, trade
show graphics and web page design and development. The design and production of
these products involve a wide range of marketing, advertising and media imaging
and digital printing using cutting-edge software and digital printing equipment.
Our services primarily center on the development of visual images and concepts.
In order for these images and concepts to be realized we engage in and work
closely with third parties to print and produce tangible and digital media
products for our clients.

Graphic communications services provided by us include digital communications,
document management, offset printing, digital printing, data output, bindery,
fulfillment services, mailing services and outsource services. We print
brochures, booklets, confirmations of trade, client statements and adhesive
books to meet the daily, weekly and monthly needs of our customers.

Our primary source of revenue is from print media design projects involving
catalogs, circulars, brochures, packaging, photography, annual reports, and
corporate identity development. Our secondary source of revenue is derived from
Internet services such as web design, production and development.

Our Printing Services. We market the printing and finishing services of Parker
Printing, Inc., a California corporation. Parker Printing, Inc. has no
obligation to supply printing and finishing services to us and, therefore,
Parker Printing, Inc. may terminate our relationship at any time. We do not have
a written agreement with Parker Printing, Inc., although we believe that Parker
Printing, Inc. will continue to provide printing and finishing services to us.
Our belief that Parker Printing, Inc. will continue to provide printing and
finishing services is based on the fact that our treasurer, director and
principal shareholder, Bernard P. Colacchio, is the vice president of Parker
Printing, Inc.

Our Target Markets and Marketing Strategy. We believe that our primary target
market will consist of small and medium size commercial and corporate entities
that desire digital graphics design and production services relating to
digitally created print, graphics and multimedia services. Our marketing
strategy is to promote our services and products and attract businesses to our
website. Our marketing initiatives include:

    o    utilizing direct response print advertisements placed primarily in
         small business, entrepreneurial, and special interest magazines;
    o    links to industry focused websites;
    o    advertising by television, radio, banners, affiliated marketing and
         direct mail; and
    o    presence at industry tradeshows.

Growth Strategy. Our objective is to become a dominant provider of graphics
design and production services. Our strategy is to provide clients with
exceptional personal service and high quality digital graphics design. Key
elements of our strategy include:

    o    increase our relationships with businesses;
    o    increase our relationships with third party providers of digital
         products and services;
    o    continue and expand our website;
    o    provide additional services for businesses and consumers; and
    o    pursue relationships with joint venture candidates. We will attempt to
         establish joint ventures with companies that will support our business
         development.



                                       2
<PAGE>



Our Website www.artescope.com. Our current website displays our corporate logo
and contact information and provides a general description of the creative
services that we provide as well as our production capabilities. We anticipate
that our website will be developed to allow potential customers to acquaint
themselves with our portfolio of prior print and virtual media.

Our Competition. The graphic communications services industry and general
commercial printing industry in the United States is highly competitive. The
graphic communications industry, which designs advertisements, logos,
stationery, brochures and displays as well as recreating art for site plans,
floor plans, and maps, is highly competitive. The commercial printing industry,
which produces and distributes these designs, is also subject to competitive
pressures. In each of the lines of business in which we provide services, we
compete with a variety of companies, many of which have greater financial and
other resources than us, or are subsidiaries or divisions of larger
organizations. In particular, the industry is characterized by a small number of
large, dominant organizations. We cannot guaranty that we will be able to
compete effectively against the larger companies in this industry. During recent
periods of economic downturn, excess production capacity in our business sectors
has resulted in more competitive pricing. In addition, a significant source of
competition is the in-house capability of our target customer base. We cannot
guaranty that these businesses will outsource more of their printing and
document management needs or that such businesses will continue to seek such
outsourcing services.

We compete with a substantial number of other general commercial printing
companies, advertising agencies and graphic design firms. We also have
competition from small fragmented print shops and graphic design firms that
operate in the same geographic areas as we do. The major competitive factors in
our business are the quality of customer service, the quality of finished
products and price. Our ability to compete effectively in providing customer
service and quality finished products is primarily dependent on the level of
sophistication and creativity of our products, the availability of equipment and
the ability to perform the services with speed and accuracy. We believe we
compete effectively in all of these areas.

Many of our competitors have substantially greater financial, technical,
managerial, marketing and other resources than we do and they may compete more
effectively than we can. If our competitors offer graphic arts services at lower
prices than we do, we may have to lower the prices we charge, which will
adversely affect our results of operations. Furthermore, many of our competitors
are able to obtained more experienced and talented graphic artists who create
more compelling and engaging print, graphics and web media designs.

Our Intellectual Property. We do not presently own any patents, trademarks,
licenses, concessions or royalties, other than a California state trademark for
our corporate logo. Our success may depend in part upon our ability to preserve
our trade secrets, obtain and maintain patent protection for our technologies,
products and processes, and operate without infringing the proprietary rights of
other parties. However, we may rely on certain proprietary technologies, trade
secrets, and know-how that are not patentable. Although we may take action to
protect our unpatented trade secrets and our proprietary information, in part,
by the use of confidentiality agreements with our employees, consultants and
certain of our contractors, we cannot guaranty that

    o    these agreements will not be breached;
    o    we would have adequate remedies for any breach; or
    o    our proprietary trade secrets and know-how will not otherwise become
         known or be independently developed or discovered by competitors.

We cannot guaranty that our actions will be sufficient to prevent imitation or
duplication of either our products and services by others or prevent others from
claiming violations of their trade secrets and proprietary rights.

We own the Internet domain name www.artescope.com. Under current domain name
registration practices, no one else can obtain an identical domain name, but
someone might obtain a similar name, or the identical name with a different
suffix, such as ".org", or with a country designation. The regulation of domain
names in the United States and in foreign countries is subject to change, and we
could be unable to prevent third parties from acquiring domain names that
infringe or otherwise decrease the value of our domain names.



                                       3
<PAGE>


Government Regulation. We are subject to regulation under various federal, state
and local laws relating to employee safety and health, and to the generation,
storage, transportation, disposal and emission into the environment of hazardous
substances. We believe that we are in material compliance with such laws and
regulations. Although compliance with such laws and regulations in the future
may entail additional capital expenditures, we do not anticipate that such
expenditures will be material.

Our Research and Development. We are not currently conducting any research and
development activities, other than the development of our website. We do not
anticipate conducting such activities in the near future.

Employees. As of March 21, 2002, we have two part time employees. We do not
currently anticipate that we will hire any employees in the next six months,
unless we generate significant revenues. We believe our future success depends
in large part upon the continued service of our key senior management personnel
and our ability to attract and retain managerial personnel. From time-to-time,
we anticipate that we will use the services of independent contractors and
consultants to support our expansion and business development.

Facilities. Our executive, administrative and operating offices are located at
18335 Mt. Langley Street, Fountain Valley, California 92708. Bernard P.
Colacchio, our Treasurer and a Director, currently provides office space to us
at no charge.

Item 2.  Description of Property.
---------------------------------

Property held by us. As of the date specified in the following table, we held
the following property:

================================ ========================== ====================
Property                            December 31, 2001         December 31, 2000
-------------------------------- -------------------------- --------------------
Cash                                                $9,534                   $0
-------------------------------- -------------------------- --------------------
Property and Equipment, net                             $0                   $0
================================ ========================== ====================

Our Facilities. Our executive, administrative and operating offices are located
at 18335 Mt. Langley Street, Fountain Valley, California 92708. Bernard P.
Colacchio, our treasurer and one of our directors, currently provides office
space to us at no charge. We do not have a written lease or sublease agreement
and Mr. Colacchio does not expect to be paid or reimbursed for providing office
facilities.

Item 3.  Legal Proceedings.
----------------------------

There are no legal actions pending against us nor are any legal actions
contemplated by us at this time.

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

Not applicable.


                                     PART II

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

Reports to Security Holders. We are a reporting company with the Securities and
Exchange Commission, or SEC. The public may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W.,
Washington, D.C. 20549. The public may also obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.

Prices of Common Stock. Since March 2002, we have been eligible to participate
in the OTC Bulletin Board, an electronic quotation medium for securities traded
outside of the Nasdaq Stock Market, and prices for our common stock are
published on the OTC Bulletin Board under the trading symbol "ARTE". This market
is extremely limited and the prices quoted are not a reliable indication of the
value of our common stock. Since March 2002, our common stock has not traded.
The price per share is currently $0.00 per share.


                                       4
<PAGE>


624,200 shares of our common stock can be sold pursuant to Rule 144 promulgated
pursuant to the Securities Act of 1933. Rule 144 provides, among other things,
that persons holding restricted securities for a period of one year may each
sell, assuming all of the conditions of Rule 144 are satisfied, in brokerage
transactions every three months an amount of restricted securities equal to one
percent of our outstanding shares of common stock, or the average weekly
reported volume of trading during the four calendar weeks preceding the filing
of a notice of proposed sale, which ever is more. Rule 144 also provides that,
after holding such securities for a period of two years, a nonaffiliate of the
company may sell those securities without restriction, other than the
requirement that we are current with respect to our information reporting
requirements.

In November 2001, our registration statement on Form SB-2 to register 2,560,000
shares of common stock held by our shareholders was declared effective by the
SEC. The approximate number of holders of record of shares of our common stock
is thirty one. There are no outstanding options or warrants to purchase, or
securities convertible into, shares of our common stock.

There have been no cash dividends declared on our common stock. Dividends are
declared at the sole discretion of our Board of Directors.

Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

    o    a description of the nature and level of risk in the market for penny
         stocks in both public offerings and secondary trading;
    o    a description of the broker's or dealer's duties to the customer and of
         the rights and remedies available to the customer with respect to
         violation to such duties or other requirements of securities' laws;
    o    a brief, clear, narrative description of a dealer market, including
         "bid" and "ask" prices for penny stocks and the significance of the
         spread between the "bid" and "ask" price;
    o    a toll-free telephone number for inquiries on disciplinary actions;
    o    definitions of significant terms in the disclosure document or in the
         conduct of trading in penny stocks; and
    o    such other information and is in such form (including language, type,
         size and format), as the Securities and Exchange Commission shall
         require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

    o    the bid and offer quotations for the penny stock;
    o    the compensation of the broker-dealer and its salesperson in the
         transaction;
    o    the number of shares to which such bid and ask prices apply, or other
         comparable information relating to the depth and liquidity of the
         market for such stock; and
    o    monthly account statements showing the market value of each penny stock
         held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.



                                       5
<PAGE>


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

This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.

For the year ended December 31, 2001, compared to the year ended December 31,
2000.

Liquidity and Capital Resources.

We had cash of $9,534 as at December 31, 2001. Our total current assets were
approximately $11,216, of which $1,682 is represented by accounts receivable as
at December 31, 2001. Based on our recent history, we believe these accounts
receivable will be collected in a timely fashion. Our total liabilities were
approximately $6,488 as at December 31, 2001, which consisted of accounts
payable and accrued expenses. We have no long-term commitments or contingencies.

Results of Operations.

Revenues. For the year ended December 31, 2001, we realized revenues of
approximately $3,639 from design and media production services that we provided.
For the period from our inception on March 2, 2000 to December 31, 2000, we
realized no revenues. The increase in revenues was due to the commencement of
our operations related to our graphic and media production services. We hope to
generate additional revenues as we expand our customer base.

Operating Expenses. For the year ended December 31, 2001, our total expenses
were approximately $31,311. These expenses included $1,000 for consulting
expenses, $28,405 was represented by legal and professional fees and consulting
fees, $565 for office supplies and expenses, and $1,341 for printing and
reproduction expenses. From our inception on March 2, 2000 to December 31, 2000,
we incurred operating expenses of $5,575, which were represented by $4,050 for
legal and professional fees and $1,525 for consulting fees. For the year ended
December 31, 2001, we experienced a net loss of approximately $28,472 compared
to net loss of $5,575 for the period from March 2, 2000, our inception to
December 31, 2000.

Our Plan of Operation for the Next Twelve Months. We provide graphic design
services to commercial and corporate entities. Our services primarily include
commercial digital graphics design and production services relating to digitally
created print, graphics and multimedia services.

To effectuate our business plan during the next twelve months, we must increase
our current customer base. We anticipate that we will use revenues generated to
expand our operations. However, we may not be able to expand our operations
effectively. Our failure to market and promote our services will harm our
business and future financial performance.


                                       6
<PAGE>


In the opinion of management, available funds will satisfy our working capital
requirements through the next twelve months. Our forecast for the period for
which our financial resources will be adequate to support our operations
involves risks and uncertainties and actual results could fail as a result of a
number of factors. We anticipate that we may need to raise additional capital to
expand our operations. Such additional capital may be raised through public or
private financing as well as borrowings and other sources. We cannot guaranty
that additional funding will be available on favorable terms, if at all. If
adequate funds are not available, then our ability to expand our operations may
be adversely affected. If adequate funds are not available, we believe that our
officers and directors will contribute funds to pay for our expenses. Therefore,
we have not contemplated any plan of liquidation in the event that we do not
generate revenues.

We are not currently conducting any research and development activities, other
than the development of our website. We do not anticipate conducting such
activities in the near future. In the event that we expand our customer base,
then we may need to hire additional employees or independent contractors as well
as purchase or lease additional equipment.



                                       7
<PAGE>



Item 7.  Financial Statements
-----------------------------

The financial statements required by Item 7 are presented in the following
order:


                                                                         PAGE
                                                                         ----
Independent Auditor's Report                                              9

Financial Statements:

     Balance Sheets                                                       10

     Statements of Operations                                             11

     Statements of Changes in Stockholders' Equity                        12

     Statements of Cash Flows                                             13

     Notes to Financial Statements                                        14



<
                                       8
<PAGE>





                          Independent Auditor's Report



To the Stockholders of
Artescope, Inc.


         I have audited the accompanying balance sheet of Artescope, Inc. as of
December 31, 2001 and the related statements of operations, changes in
stockholders' equity, and cash flows for each of the two years in the period
ended December 31, 2001. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audits.

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

         In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Artescope, Inc. as
of December 31, 2001, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 2001 in conformity with
generally accepted accounting principles in the United States.



                                          /s/ Quintanilla

                                          A Professional Accountancy Corporation
                                          Laguna Niguel, California


                                          February 15, 2002




                                       9
<PAGE>





                                 ARTESCOPE, INC.


                                  BALANCE SHEET

                                DECEMBER 31, 2001


                                     ASSETS
                                     ------
Current assets
   Cash                                                                 $ 9,534
   Accounts receivable, net of allowance for
   doubtful accounts of  $35                                              1,682
                                                                  -------------
     Total current assets                                                11,216

Other assets                                                                ---
                                                                  -------------
     Total assets                                                 $      11,216
                                                                  =============


                      LIABILITIES AND STOCKHOLDER'S EQUITY
                      -------------------------------------

Current liabilities
   Accounts payable and accrued expenses                                  6,488
                                                                   ------------
     Total current liabilities                                            6,488

Contingencies

Stockholders' Equity
    Preferred stock, $.001 par value;
       Authorized shares-- 5,000,000
       Issued and outstanding shares-- 0                                    ---
    Common stock, $.001 par value;
       Authorized shares-- 50,000,000
       Issued and outstanding shares-- 6,210,000                          6,210
    Additional paid-in capital                                           32,565
    Accumulated deficit                                                 (34,047)
                                                                  -------------
    Total stockholders' equity                                            4,728
                                                                  -------------
       Total liabilities and stockholders' equity                 $      11,216
                                                                  =============






                 See accompanying notes to financial statements.

                                       10
<PAGE>



                                 ARTESCOPE, INC.


                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                 MARCH 2, 2000
                                                             YEAR ENDED         (INCEPTION) -
                                                          DECEMBER 31, 2001    DECEMBER 31, 2000
                                                            -------------       -------------
          <S>                                                   <C>                  <C>
Revenues
   Design and production                                    $       3,639       $         ---
   Less: returns and allowances                                       ---                 ---
                                                            -------------       -------------
       Net revenues                                                 3,639                 ---

Operating expenses
   Consulting services                                              1,000               1,525
   Legal and professional fees                                     28,405               4,050
   Office supplies and expense                                        565                 ---
   Printing and reproduction                                        1,341                 ---
                                                            -------------       -------------
       Total operating expenses                                    31,311              (5,575)
                                                            -------------       -------------
Loss from operations                                              (27,672)             (5,575)

Provision for income tax expense (benefit)                            800                 ---
                                                            -------------       -------------
Net loss/comprehensive loss                                 $     (28,472)      $      (5,575)
                                                            =============       =============
Net loss/comprehensive loss per common
share--basic and diluted                                    $         ---       $         ---
                                                            =============       =============
Weighted average of common shares-- basic and diluted           5,305,625           3,075,000
                                                            =============       =============
</TABLE>





                 See accompanying notes to financial statements.

                                       11
<PAGE>



                                 ARTESCOPE, INC.


                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                        Common Stock              Additional
                                        ------------               Paid-In        Accumulated
                                    Shares          Amount         Capital          Deficit             Total
                                 ------------    -----------     -----------     -----------         -----------
        <S>                         <C>               <C>            <C>             <C>                 <C>
Balance, March 2, 2000                    ---    $       ---     $       ---     $       ---         $       ---

Issuance of common stock,
  March 3, 2000                     3,075,000          3,075             ---             ---               3,075

Net loss/comprehensive loss               ---            ---             ---          (5,575)             (5,575)
                                 ------------    -----------     -----------     -----------         -----------
Balance, December 30, 2000          3,075,000          3,075             ---          (5,575)             (2,500)
                                 ------------    -----------     -----------     -----------         -----------
Issuance of common stock,
  February 28, 2001                 1,500,000          1,500           1,500             ---               3,000

Issuance of common stock,
  May 25, 2001                      1,635,000          1,635          31,065             ---              32,700

Net loss/comprehensive loss               ---            ---             ---         (28,472)            (28,472)
                                 ------------    -----------     -----------     -----------         -----------
Balance, December 31, 2001          6,210,000    $     6,210     $    32,565     $   (34,047)        $     4,728
                                =============   ============    ============    =============       ============
</TABLE>





                 See accompanying notes to financial statements.

                                       12
<PAGE>




                                 ARTESCOPE, INC.


                            STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>
                                                                                   MARCH 2, 2000
                                                                   YEAR ENDED      (INCEPTION) -
                                                               DECEMBER 31, 2001  DECEMBER 31, 2000
                                                                 --------------     --------------
                   <S>                                                <C>                <C>
Cash flows from operating activities
   Net loss                                                      $      (28,472)    $       (5,575)
   Adjustments to reconcile net loss to net cash used in
   operating activities:
    Cost of services paid with common stock                               1,000              3,075
    Changes in operating assets and liabilities
       (Increase) in accounts receivable                                 (1,682)               ---
       Increase in accounts payable and accrued expenses                  3,988              2,500
                                                                 --------------     --------------

          Net cash used in operating activities                         (25,166)               ---

Cash flows from investing activities                                        ---                ---
                                                                 --------------     --------------
          Net cash provided by investing activities                         ---                ---
                                                                 --------------     --------------

Cash flows from financing activities
   Proceeds from the issuance of common stock                            34,700                ---
                                                                 --------------     --------------
          Net cash provided by financing activities                      34,700                ---
                                                                 --------------     --------------
Net increase in cash                                                      9,534                ---

Cash, beginning of year                                                     ---                ---
                                                                 --------------     --------------
Cash, end of year                                                $        9,534     $          ---
                                                                 ==============     ==============
Supplemental disclosure of cash flow information
    Income taxes paid                                            $          800     $          ---
                                                                 ==============     ==============
    Interest paid                                                $          ---     $          ---
                                                                 ==============     ==============
</TABLE>



                 See accompanying notes to financial statements.

                                       13
<PAGE>




                                 ARTESCOPE, INC.


                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000



Note 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

         Business Description - Artescope,  Inc. (the "Company") was
incorporated in the state of Delaware on March 2, 2000 under the name "411
Place.com". The name became Artescope, Inc. in February 2001. The Company
provides digital graphics design and production services for commercial and
corporate enterprises. The Company is headquartered in Fountain Valley,
California.

         Cash Equivalents - For purposes of the balance sheet and statement of
cash flows, the Company considers all highly liquid debt instruments purchased
with maturity of three months or less to be cash equivalents. At December 31,
2001 and 2000, the Company had no cash equivalents.

         Accounts Receivable - Receivables represent valid claims against
debtors for sales or other charges arising on or before the balance-sheet date
and are reduced to their estimated net realizable value. An allowance for
doubtful accounts is computed at 2% of outstanding amounts.

         Fair Value of Financial Instruments - The carrying amount of the
Company's financial instruments, which includes cash, accounts receivable,
accounts payable and accrued expenses approximate their fair value due to the
short period to maturity of these instruments.

         Revenue Recognition - The Company generally recognizes revenues
services provided to its customers are completed, fees are fixed or
determinable, and collectibility is probable. The Company provides an allowance
for sales returns based on historical experience. Cost of goods sold consists of
the purchase price of products sold including inbound and outbound shipping
charges, if any.

         Income Taxes - Income tax expense is based on pre-tax financial
accounting income. The Company recognizes deferred tax assets and liabilities
based on differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. The Company provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.

         Net Loss per Common Share - Pursuant to its subsequent incorporation on
March 2, 2000, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). SFAS 128
requires the reporting of basic and diluted earnings/loss per share. Basic loss
per share is calculated by dividing net income (loss) by the weighted average
number of outstanding common shares during the year. The pro forma net income
(loss) per common share is presented for analysis purposes within the Company's
statements of operations in accordance with SFAS 128.



                                       14
<PAGE>



                                 ARTESCOPE, INC.


                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000



Note 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

         Comprehensive Income/Loss - The Company applies Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130").
SFAS 130 establishes standards for the reporting and display of comprehensive
income, requiring its components to be reported in a financial statement that is
displayed with the same prominence as other financial statements. For the
periods ended December 31, 2001 and December 31, 2000, the Company had no other
components of its comprehensive loss other than net loss as reported on the
statements of operations.

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



NOTE 2 -CONTINGENCIES

         As shown in the accompanying financial statements, the Company has
incurred a net operating loss of approximately $34,000 since inception on March
2, 2000 through the period ended December 31, 2001. As such, there is no
assurance that rapid technological changes, changing customer needs and evolving
industry standards will enable the Company to introduce new services on a
continual and timely basis so that profitable operations can be attained.

         Management's plans to mitigate its losses in the near term through the
significant reduction of legal and professional fees that were incurred upon
incorporation; for the preparation of the Company's Private Offering Memorandum;
and for the performance of audit and review services. By having completed its
registration process over the last six months, the Company has positioned itself
to focus on securing its revenues sources, and management currently expects to
meet its revenue targets for the remainder of 2002. In addition, should
management determine it necessary, the Company will seek to obtain additional
financing through the issuance of common stock and increase of ownership equity.



NOTE 3 - ACCRUED EXPENSES

         Accrued Wages and Compensated Absences - The Company currently does not
have any employees. The majority of development costs and services have been
provided to the Company by outside, third parties and by the founders. As such,
there is no accrual for wages or compensated absences as of December 31, 2001
and 2000.


                                       15
<PAGE>



                                 ARTESCOPE, INC.


                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000



NOTE 4 - COMMON STOCK

         On March 3, 2000, the Company issued 1,525,000 shares of its common
stock to its officers and founders for consulting services and 1,550,000 shares
of its common stock to various individuals for legal services rendered in
connection with the initial start-up and organization costs incurred. Since
there was no readily available market value at the time the services were
rendered, par value of $0.001 per share was considered as a reasonable estimate
of fair value by all parties.

         On February 28, 2001, the Company issued 1,500,000 shares of its common
stock to an officer and director for cash of $2,000 and consulting services.
Since there was no readily available market value at the time the services were
rendered, the value of $0.002 per share was considered as a reasonable estimate
of fair value between the Company and the officer.

         On May 31, 2001, the Company completed a "best efforts" offering of its
common stock pursuant to the provisions of Section 4(2) of the Securities Act of
1933 and Rule 506 of Regulation D promulgated by the Securities and Exchange
Commission. In accordance with the Private Placement Memorandum Offering, which
was initiated on March 15, 2001, the Company issued 1,635,000 shares of its
common stock at $0.02 per share for a total of $32,700.



NOTE 5 - INCOME TAXES

         At December 31, 2001, the Company has available for federal income tax
purposes net operating loss carryforwards of approximately $28,000 expiring
2016, that may be used to offset future taxable income. Therefore, there is no
provision for federal income taxes and only the minimum state franchise tax of
$800 has been provided for the year ended December 31, 2001.

         In addition, the Company has deferred tax assets of approximately
$6,675 at December 31, 2001. The Company has not recorded a benefit from its net
operating loss carryforward because realization of the benefit is uncertain and,
therefore, a valuation allowance of ($6,675) has been provided for the deferred
tax assets by the Company's management.


                                       16
<PAGE>


Item 8.  Changes in and Disagreements with Accountants.
-------------------------------------------------------

There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.
----------------------------------------------------------------------

Our directors and principal executive officers are as specified on the following
table:

========================= =============== =====================================
Name                           Age        Position
------------------------- --------------- -------------------------------------
Renee Y. Close                  27        President, Secretary, and a Director
------------------------- --------------- -------------------------------------
Bernard P. Colacchio            34        Treasurer and a Director
========================= =============== =====================================

Renee Y. Close. Ms. Close has been our president, secretary, treasurer and one
of our directors since our inception. Ms. Close is responsible for the
management of our day-to-day operations as well as our graphic design services.
From 1998 to 2001, Ms. Close has worked as a graphic designer for Creative
Design & Media, Inc., a Delaware corporation, where she is responsible for
designing advertisements, logos, stationery, brochures and displays as well as
recreating art for site plans, floor plans, and maps. Ms. Close graduated in
1997 from California State University, Fullerton with a Bachelor of Arts degree
in communications with an emphasis in advertising. In addition, Ms. Close
possesses a Microsoft Certification for Microsoft Office and Windows products,
which she earned in 1998. Ms. Close is not an officer or a director of any
reporting company.

Bernard P. Colacchio. Mr. Colacchio has been our treasurer and one of our
directors since February 2001. Mr. Colacchio is responsible for our printing and
finishing services. Mr. Colacchio currently devotes approximately ten hours per
week to our operations, but anticipates that he will devote significantly more
hours when we complete our development. Since 1993, Mr. Colacchio has been vice
president of Parker Printing, Inc., a California corporation which engages in
publishing, printing and finishing graphic and print media. Mr. Colacchio is not
an officer or a director of any reporting company.

Renee Y. Close is the sister-in-law of Bernard P. Colacchio. There are no
orders, judgments, or decrees of any governmental agency or administrator, or of
any court of competent jurisdiction, revoking or suspending for cause any
license, permit or other authority to engage in the securities business or in
the sale of a particular security or temporarily or permanently restraining any
of our officers or directors from engaging in or continuing any conduct,



                                       17
<PAGE>



practice or employment in connection with the purchase or sale of securities, or
convicting such person of any felony or misdemeanor involving a security, or any
aspect of the securities business or of theft or of any felony. Nor are any of
the officers or directors of any corporation or entity affiliated with us so
enjoined.

Our directors will serve until the next annual meeting of stockholders. Our
executive officers are appointed by our Board of Directors and serve at the
discretion of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance. We believe that our
officers, directors, and principal shareholders have filed all reports required
to be filed on, respectively, a Form 3 (Initial Statement of Beneficial
Ownership of Securities), a Form 4 (Statement of Changes of Beneficial Ownership
of Securities), or a Form 5 (Annual Statement of Beneficial Ownership of
Securities).

Item 10.  Executive Compensation
---------------------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our board of directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

Summary Compensation Table. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our chief
executive officer and our other executive officers whose total annual salary and
bonus are anticipated to exceed $50,000 during the year ending December 31,
2001. Our Board of Directors may adopt an incentive stock option plan for our
executive officers which would result in additional compensation.

<TABLE>
<CAPTION>
============================================ ======= ============= ============= ===================== =========================
Name and Principal Position                   Year      Annual      Bonus ($)        Other Annual       All Other Compensation
                                                      Salary ($)                   Compensation ($)
-------------------------------------------- ------- ------------- ------------- --------------------- -------------------------
             <S>                              <C>         <C>          <C>               <C>                      <C>
Renee Y. Close - president, secretary        2001        None          None              None                    None
-------------------------------------------- ------- ------------- ------------- --------------------- -------------------------
Bernard P. Colacchio - treasurer             2001        None          None              None                    None
============================================ ======= ============= ============= ===================== =========================
</TABLE>

Compensation of Directors. Our director receives no compensation for his service
on our board of directors.

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

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 21, 2002 by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.

<TABLE>
<CAPTION>
======================= ======================================== ==================================== ============================
                        Name of Beneficial Owner                 Amount of Beneficial Owner                  Percent of Class
Title of Class
----------------------- ---------------------------------------- ------------------------------------ ----------------------------
       <S>                         <C>                                          <C>                               <C>
Common Stock            Renee Y. Close                               600,000 shares, president,                   9.66%
                        18335 Mt. Langley Street                      secretary and a director
                        Fountain Valley, CA 92708
----------------------- ---------------------------------------- ------------------------------------ ----------------------------
Common Stock            Bernard P. Colacchio                         1,500,000 shares, treasurer                  24.15%
                        18335 Mt. Langley Street                           and a director
                        Fountain Valley, CA 92708
----------------------- ---------------------------------------- ------------------------------------ ----------------------------
Common Stock            Michael Muellerleile                               400,000 shares                         6.44%
                        4100 Newport Place, Suite 830 Newport
                        Beach, CA 92660
----------------------- ---------------------------------------- ------------------------------------ ----------------------------
Common Stock            Ryan A. Neely                                      600,000 shares                         9.66%
                        513 Calle Amigo
                        San Clemente, CA 92673
----------------------- ---------------------------------------- ------------------------------------ ----------------------------
Common Stock            Michael Perisi                                     500,000 shares                         8.05%
                        308 Evening Canyon
                        Corona Del Mar, CA 92625
----------------------- ---------------------------------------- ------------------------------------ ----------------------------
Common Stock            Jack Obrey                                          500,000 shares                         8.05%
                        21145 Felipa Road
                        Yorba Linda, CA 92887
----------------------- ---------------------------------------- ------------------------------------ ----------------------------
Common Stock            All directors and named executive                 2,100,000 shares                        33.81%
                        officers as a group
======================= ======================================== ==================================== ============================
</TABLE>
Michael J. Muellerleile is an employee of MC Law Group, which serves as our
legal counsel.


                                       18
<PAGE>


Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.

Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

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

Related Party Transactions. There have been no related party transactions,
except for the following:

Bernard P. Colacchio, our treasurer and one of our directors, is the vice
president of Parker Printing, Inc. and currently provides office space to us at
no charge. Mr. Colacchio, through Parker Printing, Inc. also provides us with
printing and finishing services. From our inception through December 31, 2001,
we have paid approximately $1,903 to Parker Printing, Inc. for printing and
finishing services.

With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

o        disclosing such transactions in prospectus' where required;
o disclose in any and all filings with the Securities and Exchange Commission,
where required; o obtain uninterested directors consent; and o obtain
shareholder consent where required.

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

(a) Exhibit No.
---------------

3.1                  Certificate of Incorporation*

3.2                  Certificate of Amendment to Certificate of Incorporation*

3.3                  Bylaws*

* Included in the registration statement on Form SB-2 filed on August 2, 2001.

(b) Reports on Form 8-K
-----------------------

No reports on Form 8-K were filed during the last quarter of the period covered
by this annual report on Form 10-KSB.



                                       19
<PAGE>




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Newport Beach, on March 21, 2002.


                                       Artescope, Inc.,
                                       a Delaware corporation


                                       By:    /s/ Renee Y. Close
                                              ---------------------------------
                                              Renee Y. Close
                                       Its:   principal executive officer
                                              president, secretary and director




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.



By:       /s/ Renee Y. Close                         March 21, 2002
         -----------------------------------
         Renee Y. Close
Its:     principal executive officer
         president, secretary and director


By:      /s/ Bernard P. Colacchio                    March 21, 2002
         -----------------------------------
         Bernard P. Colacchio
Its:     principal financial officer
         treasurer, director