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

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

For the fiscal year ended: December 31, 2002Commission File Number: 000-49634

                              FIRST IMPRESSIONS
           (Exact name of registrant as specified in our charter)

Nevada                                                            88-0475756
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification No.)

1601 E. Flamingo Rd., Suite 18B
Las Vegas, Nevada                                                      89119
(Address of principal executive offices)                          (Zip Code)

      Registrant's telephone number including area code: (702) 866-5834

      Securities registered pursuant to Section 12(b) of the Act: None

  Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                              $0.001 par value
                              (Title of Class)

     Indicate by check mark whether the registrant (a) 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 (b) has been  subject  to
such filing requirements for the past 90 days.  Yes    X      No _____

     Indicate  by  check mark if disclosure of delinquent filers pursuant  to
Item  405  of  Regulation  S-B  is not contained  herein,  and  will  not  be
contained,  to  the  best of registrant's knowledge, in definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-K.  [     ]

     The issuer had no revenue for its most recent fiscal year ended December
31, 2002.

     The  number of shares of Common Stock, $0.001 par value, outstanding  on
March 1, 2003 was 20,000,000 shares, held by approximately 40 stockholders.

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

<PAGE>

                              FIRST IMPRESSIONS
                        (A DEVELOPMENT STAGE COMPANY)
                          FOR THE FISCAL YEAR ENDED
                              December 31, 2002

                               Index to Report
                               on Form 10-KSB


PART I                                                                  Page

Item   1.   Business                                                     4-9
Item   2.   Properties                                                    10
Item   3.   Legal Proceedings                                             10
Item   4.   Submission of Matters to a Vote of Security Holders           10

PART II

Item   5.   Market for Registrant's Common Equity
            and Related Stockholder Matters                            10-12
Item   6.   Plan of Operation                                          12-14
Item   7.   Financial Statements and Supplementary Data                   14
Item   8.   Changes in and Disagreements With Accountants
            on Accounting and Financial Disclosure                        14

PART III

Item   9.   Directors and Executive Officers of the Registrant         15-17
Item   10.  Executive Compensation                                        17
Item   11.  Security Ownership of Certain Beneficial Owners
            and Management                                                18
Item   12.  Certain Relationships and Related Transactions             18-19

Item   13   Internal Controls                                             19

Item   14.  Exhibits, Financial Statement Schedules and
            Reports on Form 8-K                                           19

<PAGE>

     This  form 10-KSB contains forward-looking statements within the meaning
of   the  federal  securities  laws.  These  forward-looking  statements  are
necessarily based on certain assumptions and are subject to significant risks
and uncertainties. These forward-looking statements are based on management's
expectations  as of the date hereof, and the Company does not  undertake  any
responsibility to update any of these statements in the future. Actual future
performance  and results could differ from that contained in or suggested  by
these  forward-looking statements as a result of factors set  forth  in  this
Form  10-KSB (including those sections hereof incorporated by reference  from
other filings with the Securities and Exchange Commission), in particular  as
set forth in the "Management's Discussion and Analysis" under Item 6.

    In  this  form 10-KSB references to "the Company", "we," "us," and  "our"
refer to First Impressions.

                                   PART I

ITEM 1. BUSINESS

(a) General Business Development

     First   Impressions  was  organized  October  18,  2000  as   a   Nevada
corporation,  and  has  a limited operation history.  We  were  organized  to
develop  a  business  as  an  online  retailer  and  distributor  of  perfume
fragrances,  bath products and related products, with some items specifically
designed for First Impressions.

     Since our incorporation in October 2000, we have not been engaged in any
significant operations nor have we had any significant revenues, as we are in
the development stage. Our only recent activities include organization of the
Company,  the  establishment of our website, research over  the  Internet  to
determine  methods  of  acquiring market share presence  without  significant
start  up  expenses,  start  up  of our website,  and  establishment  of  our
relationships with Desert Health and LinkShare.  Our goal is to distribute  a
variety  of  products  through Internet generated sales,  at  the  most  cost
efficient  method.  In  addition  to these  activities  and  goals,  we  have
continually evaluated other opportunities that may enhance stockholder value,
including  the  acquisition of products or technology or  the  pursuit  of  a
merger  or  acquisition  of other business entities  with  long  term  growth
opportunities.

     In  December of 2002, we became an affiliate of LinkShare, which allows
us to operate our website as a portal with various links to online suppliers
of perfume products, bath products and various gift products.  Although this
affiliation  with  LinkShare allows us immediate online access  to  numerous
vendors,  we are highly dependent upon LinkShare to provide a link from  our
website  to  the  website  of  our vendors.   Additionally,  we  are  highly
dependent on LinkShare to track the traffic from our visitors and the  sales
from our customers.

     First  Impressions intends to be an online retailer and  distributor  of
perfume  fragrances, bath products and related products specifically designed
for  First  Impressions.   Our  goal  is to  operate  an  online  store  that
specializes  in the sale of fragrances, fragrance related products  and  bath
and  body products on a retail and wholesale basis.  The business-to-business

<PAGE>

component  of the online store is intended to offer products on  a  wholesale
basis  to  the market of smaller specialty retailers. Users will be  able  to
browse   and   locate   products.   The   online   store,   domain   name   -
first2impress.com, will offer personalized customer service, secure ordering,
numerous  shipping options and fast delivery. As of the date of  this  filing
our website is not yet operational.

     To  effectuate  the  business plan of the Company, in  addition  to  the
Linkshare agreement, we executed an agreement on October 18, 2000 with Desert
Health  Products,  Inc., which provides for the licensing, manufacturing  and
distribution of First Impressions' products until termination in December  of
2010.  The  agreement  provides for a price  to  be  paid  to  Desert  Health
Products,  of  the cost of production, including a reasonable  allowance  for
overhead,  plus 30%, which also provides for a price increase every  six  (6)
months. There were no up front licensing fees. The agreement further provides
for  termination prior to its expiration, by either party for  the  following
reasons:

*    Upon the bankruptcy or liquidation of the other party, whether voluntary
     or involuntary;
*    Upon the other party taking the benefit of any insolvency law;
*    Upon the other party having or applying for a receiver appointed for
either party;
*    For cause, and/or
*    For early termination in the event First Impressions fails or refuses to
cooperate with Desert Health Products, fails or refuses to make timely
payment of the compensation required by the agreement. In addition, upon
early termination, all invoicing shall become immediately due and payable
and/or deliverable.

     Under  the  contract and relationship established between Desert  Health
Products  and First Impressions, we have the ability to choose the  fragrance
desired  by  First  Impressions, and utilize the  fragrance  in  the  various
products,  which  Desert  Health  Products already  produces  with  different
fragrances,  thus  establishing an exclusive product for  First  Impressions.
Under  the  agreement, the fragrance formula is a one  of  a  kind  specially
formulated  fragrance  selected  by First  Impressions  and  to  be  utilized
exclusively  by  First Impressions in various forms of perfumes  and  related
products.  Additionally,  Desert Health Products has  agreed  to  handle  all
packaging and shipping for First Impressions.

Industry Background

     The Internet has emerged as a global medium, enabling millions of people
to  share information, communicate and conduct business electronically.  This
medium   of  communication  and  marketing  represents  an  opportunity   for
businesses  to  advertise  and sell products online  to  both  consumers  and
businesses.

     The  traditional retail fragrance industry is fragmented with  different
competitive  strategies  used  throughout.  The  industry  includes   upscale
department  stores which compete based on advertising and promotions  not  on
price,  specialty retailers which compete based on pricing,  and  mass-market
retailers and drug stores which emphasize convenience purchasing.

     We  believe  that  traditional fragrance  retailers  face  a  number  of
challenges in providing a satisfying shopping experience for consumers:

<PAGE>

*    The amount of product inventory that a traditional retailer can carry in
     a store is constrained by the store's physical space, thereby limiting
     selection.
*    Limited shelf space and store layout constraints limit the merchandising
flexibility of traditional retailers.
*    Due to the significant costs of carrying inventory in multiple store
locations, traditional retailers focus their product selection on the most
popular products that produce the highest inventory turns, thereby further
limiting consumer selection.

     In  addition, we believe that many consumers find the fragrance shopping
experience,  especially  at large department stores,  to  be  time-consuming,
inconvenient  and  unpleasant  due  to  factors  such  as  location,  product
selection, and high pressure sales tactics.

     At  the  wholesale  level,  manufacturers of  designer  fragrances  have
restricted  their  direct sales primarily to upscale  department  stores  and
larger  specialty  stores.  Smaller specialty  retailers  have  traditionally
obtained  high  demand fragrance products from secondary sources  and  direct
distributors   who  principally  resell  products  purchased  directly   from
fragrance manufacturers and foreign sources.

     The  characteristics of the Internet provide a number of advantages  for
retail and wholesale fragrance sellers. Online sellers are able to display  a
larger number of products than traditional store-based or catalog sellers  at
a  lower  cost. In addition, online sellers such as Ashford.com are  able  to
frequently  adjust their featured selections, editorial content and  pricing,
providing significant merchandising flexibility. Online sellers also  benefit
from  the  minimal cost to publish on the Web, the ability to reach  a  large
group  of  customers from a central location, and the potential for  low-cost
customer interaction. Unlike traditional channels, online sellers do not have
the   burdensome   costs  of  managing  and  maintaining   a   retail   store
infrastructure  or  the significant printing and mailing  cost  of  catalogs.
Online  sellers can also easily obtain demographic and behavioral data  about
customers,  increasing  opportunities for direct marketing  and  personalized
services. Our belief is that brand loyalty is a primary factor influencing  a
fragrance  purchase,  and  a customer's presence  at  the  point-of-sale  and
ability  to  physically  sense the fragrance product  is  not  deemed  to  be
critical to the purchasing decision.

Markets And Marketing

     First  Impressions  does not currently market any of its  own  products;
however  currently  markets  other  products  through  its  affiliation  with
LinkShare.  Additionally  we plan to implement a  comprehensive  campaign  to
market and promote First Impressions products based upon fragrances generated
through  our  agreement  with  Desert  Health  Products.  Our  marketing  and
promotion strategy is designed to:

*    build First Impressions brand recognition;
*    create consumer traffic to our soon to be created website under the
domain name of first2impress.com;
*    convert browsers into buyers; and
*    build loyal customer relationships and maximize repeat purchases.

<PAGE>

     We intend to commence our targeted advertising and marketing campaign to
increase  awareness  of  First Impressions brand  and  to  acquire  customers
through  multiple  channels, including traditional  and  online  advertising,
direct  marketing  acquired  customer  lists  of  various  hair  salons,  and
expanding the scope of our strategic relationships. We believe that  the  use
of  multiple  marketing channels will reduce reliance on any  one  source  of
customers and maximize our brand awareness.

     In  addition  to the specific strategies discussed below, we  intend  to
maximize  the  lifetime value of our customers by focusing on customer  care,
satisfaction and retention.

     Online Advertising. We plan to engage in targeted online advertising  to
promote First Impressions brand name and product offerings. We plan to pursue
agreements with major portals, including AOL, AltaVista, Excite@Home,  Lycos,
MSN and Yahoo, to feature First Impressions in the shopping, beauty and other
relevant  areas on these portals. These agreements should provide us  with  a
prominent position in the home-related shopping areas of these major  portals
and  access to the majority of "fragrance" search keyword inventory. At  this
time we do not have any agreements or arrangements with these portals.

     Traditional  Advertising. We believe we will  benefit  by  utilizing  an
offline  advertising  campaign. Offline campaigns are designed  to  not  only
increase  awareness of First Impressions, but also increase the  productivity
of  our online and direct marketing efforts as well. An integrated multimedia
advertising  campaign includes television, radio, print, outdoor  and  event-
based  advertising.  As a result of the increase costs associated  with  this
form   of  advertising,  we  do  not  anticipate  utilizing  the  traditional
advertising  until  either  revenues  are  generated  from  other  forms   of
advertising or additional equity or debt financing is achieved.

     Direct Marketing And Promotion. As an online retailer and distributor of
a perfume fragrance and related products our customer database is anticipated
to  grow.  We  will continuously gather data about our customers'  purchasing
preferences and habits in an effort to increase repeat business. We intend to
maximize  the value of this information by delivering meaningful  information
and  special  offers to our customers via email and other means.  The  direct
marketing effort occurs as the result of establishing a relationship with the
customer,  which  has  been acquired generally through  non-direct  means  of
advertising  such  as  online advertising. Once the  online  advertising  has
assisted  in establishing the customer, we intend to pursue direct  marketing
efforts  to  that customer through mail-outs and emails. These mail-outs  and
emails  will  provide steady customers with periodic specials, not  otherwise
offered  to first time shoppers.  Additionally, First Impressions may  market
through  existing  beauty salons on a wholesale basis. As  a  result  of  our
present  managements experience and connections through  working  in  various
beauty  salons,  we intend to take advantage of such connections  and  locate
beauty salons willing to carry our products. We believe that we can establish
a  name  recognition within the beauty salons, enabling  us  to  continue  to
expand our markets.

To  establish our business plan at the lowest possible cost, we  have  joined
the  affiliate program of LinkShare, a private company offering our  company,
on  a  non-exclusive basis, the ability to link with online  merchant  sites.

<PAGE>

LinkShare's  affiliate program is a partnership between our site  and  online
merchants (that is, a website that sells goods or services). Other than being
a  member of LinkShare's affiliate program, we have no other affiliation with
LinkShare.

     LinkShare's  principal line of business is to create and operate  online
networks  that enable businesses to form commercial relationships by  linking
their websites to the websites of other businesses. Businesses that join  one
of LinkShares networks can:

*    find the right web sites with which to establish links;
*    negotiate the terms of their relationships with the businesses that own
those websites; and
*    evaluate the success of those relationships.


     LinkShare's  first  network,  The LinkShare  NetworkT,  brings  together
merchants  selling  products  or services to consumers  with  website  owners
willing  to promote those products and services on their websites.  Merchants
who  join The LinkShare NetworkT can establish promotional links on thousands
of  websites owned by independent website publishers who join the network  as
"affiliates."  When  a  visitor to an affiliate's website  clicks  through  a
promotional link to a merchant's site and takes a prescribed action, such  as
buying  a  product or completing a form, that merchant pays a  commission  to
that affiliate and to LinkShare.

           LinkShare  provides the software and operates the systems  through
     which:

*    merchants offer to pay commissions to affiliates who agree to carry
     their promotional links;
*    merchants screen affiliates and select those with whom they wish to form
a marketing relationship;
*    links are created between the websites of merchants and affiliates who
form relationships; and
*    Internet user traffic through these links is tracked and used to create
detailed online reports accessible by both merchants and affiliates.

     The LinkShare NetworkT currently has over 600 merchants and hundreds  of
thousands of affiliates, according to LinkShare.

     As  a  result  of  our agreement with LinkShare we are able  to  join  a
merchant's  program,  providing us the opportunity to link  directly  to  the
merchant's  site.  LinkShare hosts a password-protected website  that  offers
affiliates  such  as  us to choose amongst some 600 merchants.   Through  the
password-protected LinkShare site we can obtain detailed  reports  about  how
our  links are performing and how much they have earned. Prior to linking  to
the  merchant's site, each merchant must independently review  our  site  and
approve  our  link  to their site. We incur no costs associated  with  either
LinkShare  or  the online merchant, as their revenues, just  like  ours,  are
generated  through the sale or in some cases traffic driven to the merchant's
site.

<PAGE>

      Our  source of revenues are generated from the visitors who  enter  our
site  as the result of our advertising. The visitors who link to one  of  our
merchant's sites and make a purchase cause a chain of events as follows:

*    A purchase is made directly with a merchant with whom we have linked our
     website;
*    The product is shipped direct from that merchant;
*    The merchant is paid by the visitor to our site who was linked to the
merchant's site and became a customer;
*    The merchant pays a commission to LinkShare;
*    LinkShare sends us a check for our portion, which is a net amount
approximating between 6 and 14% of the purchase price of the item acquired by
the customer/visitor; and
*    LinkShare NetworkT tracks our transactions to generate several reports
that allows us to track the efficiency of our site, track the revenues, track
the payments to us, etc.

     LinkShare's  payment process is to pay commissions on an ongoing  basis,
whenever there are funds in an affiliate's account exceeding $25.00.

     Our expenses in the transaction relate to our cost of advertising. We do
not  incur  any costs associated with the link with either LinkShare  or  the
merchant, as our proceeds are commissions net of any such costs.

      When  our  visitors  open our website a multitude of  links  to  online
affiliate merchants is displayed, which allows the visitor to access  various
different websites offering floral products, gifts, gourmet foods,  etc.  The
visitor  is  free  to  browse all of the links to search  and  fulfill  their
individual  shopping needs. Individual sales are processed  directly  by  the
merchant  through their website with a commission paid to  us  for  the  link
referral.  When  a  visitor from our site clicks on a  link  and  goes  to  a
merchant's  site, LinkShare keeps track of all of the transactions  that  the
visitor  makes.  If  that visitor buys something on the merchant's  site,  we
receive  a commission. In some cases, affiliates of LinkShare are compensated
even  if the visitor doesn't buy anything, just for having driven traffic  to
the merchant's site.

      The  transaction  between our customer, our  website,  and  the  online
affiliate  merchant  is  tracked  by  software  provided  by  LinkShare.  The
LinkShare Signature Technology provides us the ability to track and  generate
detailed  reports on the commerce activity generated by our  website.   As  a
result  of our having the ability to review reports on a daily basis  we  are
able  to  audit  activity  daily. However, we are  still  vulnerable  to  the
LinkShare  tracking  program; which requires random  transactions  by  us  to
verify the accuracy of the LinkShare reports.

     To  utilize  the LinkShare Signature Technology, we have  agreed  to  be
bound   by   LinkShare's   "Affiliate  Membership  Agreement,"   through   an
electronically stored agreement. As a result of our agreement with  LinkShare
we  have  been  provided  both a Username and Password  to  access  LinkShare
information  including  the  reports generated  by  LinkShare  through  their
website at www.linkshare.com.


<PAGE>

      Our  Affiliate Membership Agreement with LinkShare has provided us  the
ability to accept link offers by several online merchants.  As of the date of
this  offering,  we  have established and been approved for  links  with  the
following merchants: Avon, FragranceNet.com, Sephora, Stress Less, Inc., Yves
Rocher, and Zirh. Our geographical limitations for visitors are limited  only
to  having internet access; however our geographical limitations for merchant
transactions are based upon limits of where merchants are willing to  process
and ship the orders for goods and services.

      Although  our  Affiliate Membership Agreement with LinkShare  does  not
prevent us from doing business with vendors or merchants whom are not members
of  the  LinkShare  program,  we  would not have  the  benefit  of  LinkShare
NetworkT,  which tracks our transactions.  Additionally, our  agreement  with
LinkShare  does  not  allow us to deal direct with  the  LinkShare  merchants
without  causing the transaction to go through the LinkShare NetworkT.  Since
we  are  allowed, under our agreement with LinkShare, to contract with  other
merchants, we are exploring the possibility of utilizing other companies  who
perform the same function as LinkShare.

     The most direct benefit of our affiliation with LinkShare and the online
merchant  is our ability to focus our energy and limited finances on creating
brand  recognition. We can focus on brand recognition as a result of our  not
having the obligations of establishing a retail selling organization.

                          Risk Management Insurance

     We  do  not  maintain  a liability insurance program,  as  we  have  not
commenced  the distribution of products or services to the general public  or
others.  Our  proposed  insurance  program, once  implemented,  will  include
property,  casualty, and comprehensive general liability coverage. Management
believes  that the proposed insurance program is adequate. There  can  be  no
assurance that we will be able to maintain such liability insurance.

                                 Competition

     Intense  competition  could  reduce  our  market  share  when,  and  if,
developed  and harm our financial performance. Our market is competitive  not
only because the Internet has minimal barriers to entry, but also because  we
intend  to  compete  directly with other companies in the traditional  retail
channel.

     First  Impressions  online  store  will  compete  against  a  number  of
retailers within different channels of distribution. Its competition includes
(1)  traditional department stores and perfume retailers (2) nationally known
discount  perfume  retailers that seek to purchase  high-demand  or  limited-
supply products, (3) websites maintained by online retailers of fragrance and
fragrance  products, such as jasmin.com, perfumania.com and ibeauty.com,  (4)
catalog  retailers  of  fragrance  and  fragrance-related  products  and  (5)
Internet portals and online service providers that feature shopping services,
such  as  America  Online,  Yahoo!, Excite and  Lycos  and  (6)  mass  market
retailers such as Wal-Mart.

<PAGE>

     Online fragrance competitors consist of:

(1)  Department stores' websites
(2)  Specialty stores' websites
(3)  Companies with little name recognition or, in many cases,  little
     access to capital and
(4)  Mass Merchandisers

     Many  of  the  department stores and mass merchandisers  carry  tens  of
thousands  of  different items and the Company believes that at  its  current
financial position it cannot compete with these merchandisers. The department
stores and specialty stores sell products using full retail price models. The
e-tailers   that   are  fragrance  and  beauty  sites  such  as   Jasmin.com,
Ashford.com, ibeauty, etc. are also full retail models and include  cosmetics
as a major component of their product mix. First Impressions believes that it
must   create   a   rapidly   emerging   brand-name,   established   industry
relationships,  convenient shopping experience, extensive  product  selection
and competitively priced products.

                             Product Development

     Our  success  is  dependent  on  our  keeping  pace  with  advances   in
technology.  If  we  are  unable to keep pace with  advances  in  technology,
consumers may not purchase from our website.

     The  Internet  and  online commerce markets are characterized  by  rapid
technological change, changes in user and customer requirements, frequent new
product  and  service  introductions  embodying  new  technologies  and   the
emergence  of  new  industry standards and practices that  could  render  our
website  and  technology  obsolete. If we are unable  to  adapt  to  changing
technologies, our business could be harmed. Our performance will  depend,  in
part,  on  our  ability  to  continue to develop our  services,  develop  new
technology that addresses the increasingly sophisticated and varied needs  of
our  prospective customers and respond to technological advances and emerging
industry  standards and practices on a timely and cost-effective  basis.  The
development   of  our  website  and  other  proprietary  technology   entails
significant technical and business risks. We may not be successful  in  using
new  technologies  effectively or adapting our website or  other  proprietary
technology  to  customer requirements or to emerging industry standards.  New
services or features that we introduce on our website may contain errors, and
we  may  need to modify the design of these services and features to  correct
errors.  If customers encounter difficulty with or do not accept new services
or  features, they may buy from our competitors and we may not generate sales
or our sales may decline.

                            Intellectual Property

     The  Company's  intellectual property consists  of:  (a)  the  "License,
Fragrance   Technology,  and  Distribution  Agreement"  with  Desert   Health
Products,  (b)  proprietary and confidential information, trade  secrets  and
know  how,  (c)  data  compilations and collections and technical  data,  (d)
logos,  trade names, trademarks and service marks, and (e) domain names,  web
addresses and sites.

<PAGE>

     On  October  18,  2000,  the Company executed  the  "License,  Fragrance
Technology, and Distribution Agreement" (the "Agreement") with Desert  Health
Products,  Inc., (DHPI) a publicly traded company located at  8821  E.  Evans
Rd.,  Scottsdale, Arizona. Under the terms and conditions of  the  Agreement,
DHPI  being  a producer of various types of vitamins, fragrances,  and  other
cosmetic  products, has agreed to license, manufacture and ship  a  fragrance
line for the Company.

     We  regard the protection of copyrights, service marks, trademarks,  and
trade  secrets  as  critical  to  our future  success  and  will  rely  on  a
combination of copyright, trademark, service mark and trade secret  laws  and
contractual restrictions to establish and protect our proprietary  rights  in
products  and services. We intend to enter into confidentiality and invention
assignment  agreements with our employees and contractors and plan  to  enter
into  nondisclosure agreements with our key suppliers and strategic  partners
in  order  to  limit access to and disclosure of our proprietary information.
These contractual arrangements or the other steps taken by us to protect  our
intellectual property may not prove sufficient to prevent misappropriation of
our  technology  or to deter independent third-party development  of  similar
technologies.  We  plan  to pursue the registration  of  our  trademarks  and
service  marks  in  the  United  States. We have  not  pursued  international
protection   of  our  intellectual  property.  As  we  expand  our   business
internationally,  effective  trademark, service  mark,  copyright  and  trade
secret  protection may not be available in every country in which we  may  do
business. We also intend to rely on certain technologies that we may  license
from  third  parties,  including the suppliers of the operating  systems  and
financial   and  reporting  systems  for  our  business.  These   third-party
technology  licenses may not continue to be available to us  on  commercially
reasonable  terms.  The loss of such technology could require  us  to  obtain
substitute technology of lower quality or performance standards or at greater
cost,  which could negatively impact our business, results of operations  and
financial condition.

     To date, we have not been notified that our technologies infringe on the
proprietary rights of third parties. Third parties may, in the future,  claim
infringement  by us with respect to past, current or future technologies.  We
expect  that  participants  in our markets will be  increasingly  subject  to
infringement claims as the number of services and competitors in our industry
segment  grows.  Any such claim, whether meritorious or not, could  be  time-
consuming,  result  in  costly litigation, cause service  upgrade  delays  or
require  us  to enter into royalty or licensing agreements. Such  royalty  or
licensing agreements might not be available on terms acceptable to us  or  at
all.  As  a  result,  any  such claim could impair  our  business,  financial
condition and results of operations.

                                  Personnel

     First Impressions employs one person, Tammy Kraft, the sole Officer  and
Director of the Company, on a part-time basis. Ms. Kraft anticipates spending
no  more than ten hours per month on company business until such time as  the
Website  is operational, at which time a decision will be made for Ms.  Kraft
to  become  a  full time employee or to hire full time management  for  First
Impressions.

<PAGE>


ITEM 2.   PROPERTIES

     First  Impressions'  principal  executive  office  address  is  1601  E.
Flamingo Road, Suite 18B, Las Vegas, Nevada 89119. The lease commenced on the
18th day of October, 2000 and continues on a month to month basis at the rate
of  $25  per  month.  The lease amount for each year is prepaid  annually  in
advance.  Management  considers First Impressions' current  principal  office
space  arrangement adequate until such time as the Company begins hiring  new
employees per its business plan.

ITEM 3.   LEGAL PROCEEDINGS

     We  are  not  presently a party to any material litigation, nor  to  the
knowledge  of  management is any litigation threatened against us  which  may
materially affect us.

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

     No  matters  were submitted to the vote of security holders  during  the
fourth quarter of the fiscal year ended December 31, 2002.

                                   PART II

ITEM 5.   MARKET  FOR  REGISTRANT'S  COMMON EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS

(a) Market Information

     As  of the date of this filing, there is no public market for our common
stock.  Although  we have contacted an authorized OTC Bulletin  Board  market
maker  for  sponsorship  of  our securities on the Over-the-Counter  Bulletin
Board,  there  can  be  no  assurance that our attempts  to  do  so  will  be
successful. Furthermore, if our securities are not quoted on the OTC Bulletin
Board or elsewhere, there can be no assurance that a market will develop  for
the common stock or that a market in the common stock will be maintained.  As
a  result  of  the  foregoing, investors may be  unable  to  liquidate  their
investment for any reason.

(b) Holders of Common Stock

     As  of December 31, 2002, we had approximately 40 stockholders of record
of the 20,000,000 shares outstanding.

(c) Dividends

     We have never declared or paid dividends on our Common Stock.  We intend
to  follow  a policy of retaining earnings, if any, to finance the growth  of
the  business  and  do  not  anticipate paying  any  cash  dividends  in  the
foreseeable future.  The declaration and payment of future dividends  on  the

<PAGE>

Common  Stock will be the sole discretion of the Board of Directors and  will
depend  on  our  profitability and financial condition, capital requirements,
statutory  and  contractual restrictions, future prospects and other  factors
deemed relevant.

Recent Sales of Unregistered Securities

     On  October  18,  2000, we entered into an agreement  with  Tammy  Kraft
wherein  Mrs. Kraft would receive a six month employment contract,  for  $500
per   month  concurrent  with  her  contribution  into  the  Company  of  her
intellectual  property  rights pertaining to the  concept  of  marketing  and
distributing  the  Company's  fragrance  through  the  Internet.  Mrs.  Kraft
received  5,000,000 (post split) shares of common stock in First  Impressions
for  assistance  in the corporate formation. The shares were deemed  to  have
been  issued pursuant to an exemption provided by 4(2) of the Securities  Act
of  1933,  which  exempts from registration "transactions by  an  issuer  not
involving  any public offering." In addition, Mrs. Kraft was given a  signing
bonus of $3,000 concurrent with her executing the employment agreement.

     On  October 18th, 2000 the Company issued 5,000,000 (post split)  shares
of  its common stock to Shearson Barney Equity Fund at $0.001 per share,  and
5,000,000 (post split) shares of its common stock to Titanium Financial  Fund
at  $0.001  per  share.  These shares were issued pursuant  to  an  exemption
provided  under  4(2) of the Securities Act of 1933. Shearson  Barney  Equity
Fund and Titanium Financial Fund are both private investment companies.  Mrs.
Kraft  has  no  interest in either Shearson Barney Equity  Fund  or  Titanium
Financial Fund.

     From  the  period  of January 4, 2001 and January 4,  2002  the  Company
offered and sold 50,000 shares at $0.60 per share (5,000,000 post split),  to
non-affiliated investors.  The Company relied upon Regulation D  504  of  the
Securities  Act of 1933, as amended (the "Act") and registered  the  offering
with  the  State  of Nevada under NRS 90.490. Each prospective  investor  was
given a prospectus designed to disclose all material aspects of an investment
in  First  Impressions, including the business, management, offering details,
risk  factors  and  financial  statements. Each  investor  also  completed  a
subscription  agreement  whereby  the  investors  certified  that  they  were
purchasing the shares for their own accounts.

     Under  the  Securities Act of 1933, all sales of an issuers's securities
or  by  a  stockholder,  must either be made (i)  pursuant  to  an  effective
registration  statement filed with the SEC, or (ii) pursuant to an  exemption
from the registration requirements under the 1933 Act.

     Rule  144  under the 1933 Act sets forth conditions which if  satisfied,
permit  persons  holding control securities (affiliated  stockholders,  i.e.,
officers,  directors or holders of at least ten percent  of  the  outstanding
shares)  or restricted securities (non-affiliated stockholders) to sell  such
securities  publicly  without registration. Rule 144  sets  forth  a  holding
period  for  restricted  securities to establish  that  the  holder  did  not
purchase  such securities with a view to distribute. Under Rule 144,  several
provisions must be met with respect to the sales of control securities at any
time  and sales of restricted securities held between one and two years.  The
following  is  a  summary of the provisions of Rule  144:  (a)  Rule  144  is

<PAGE>

available  only if the issuer is current in its filings under the  Securities
and  Exchange Act of 1934. Such filings include, but are not limited to,  the
issuer's quarterly reports and annual reports; (b) Rule 144 allows resales of
restricted  and control securities after a one year hold period,  subject  to
certain  volume  limitations,  and resales by non-affiliate  holders  without
limitations after two years; (c) The sales of securities made under Rule  144
during  any three-month period are limited to the greater of: (i) 1%  of  the
outstanding  common stock of the issuer; or (ii) the average weekly  reported
trading  volume  in the outstanding common stock reported on  all  securities
exchanges during the four calendar weeks preceding the filing of the required
notice of the sale under Rule 144 with the SEC.

ITEM 6.   PLAN OF OPERATION

      With  the exception of historical matters, the matters discussed herein
are forward-looking statements that involve risks and uncertainties. Forward-
looking  statements  include, but are not limited to,  statements  concerning
anticipated  trends in revenues and net income, the date of  introduction  or
completion  of our products, projections concerning operations and  available
cash  flow.  Our  actual  results could differ materially  from  the  results
discussed in such forward-looking statements. The following discussion of our
financial  condition and results of operations should be read in  conjunction
with  our  financial  statements  and the  related  notes  thereto  appearing
elsewhere herein.

Overview

     First   Impressions  was  organized  October  18,  2000  as   a   Nevada
corporation,  and  has  a limited operation history.  We  were  organized  to
develop  a  business  as  an  online  retailer  and  distributor  of  perfume
fragrances,  bath products and related products, with some items specifically
designed for First Impressions.

     Since our incorporation in October 2000, we have not been engaged in any
significant operations nor have we had any significant revenues, as we are in
the development stage. Our only recent activities include organization of the
Company,  the  establishment of our website, research over  the  Internet  to
determine  methods  of  acquiring market share presence  without  significant
start  up  expenses,  start  up  of our website,  and  establishment  of  our
relationships with Desert Health and LinkShare.  Our goal is to distribute  a
variety  of  products  through Internet generated sales,  at  the  most  cost
efficient method.

Plan of Operation

     To  establish  our business plan at the lowest possible  cost,  we  have
joined  the  affiliate program of LinkShare, a private company  offering  our
company the ability to link with online merchant sites. LinkShare's affiliate
program is a partnership between our site and an online merchants (that is, a
website  that  sells  goods  or services). As  a  result  of  agreement  with
LinkShare  we  are  able  to  join a merchant's  program,  providing  us  the
opportunity  to  link  directly to the merchant's  site.  LinkShare  hosts  a
password-protected  website  that offers affiliates  such  as  us  to  choose
amongst some 600 merchants.  Through the password-protected LinkShare site we
can  obtain detailed reports about how our links are performing and how  much
they have earned. Prior to linking to the merchant's site, each merchant must
independently review our site and approve our link to their site. We incur no
costs  associated  with  either LinkShare or the online  merchant,  as  their
revenues,  just like ours, are generated through the sale or  in  some  cases
traffic driven to the merchant's site. Thus, we do no have any obligations to
LinkShare  for  either  past  or future business through  LinkShare,  as  any
compensation will be paid directly by the merchant.

<PAGE>

     During  the  next  12  months  we plan  to  focus  our  efforts  on  the
development of our marketing program of our website, www.flowervalet.com.

     Satisfaction of our cash obligations for the next 12 months.   Our  plan
of  operation has provided for us to establish an operational website as soon
as  practical.  We  have accomplished the goal of setting up  an  operational
website  capable of selling perfume products, gifts, and other items  through
online  merchants. Having established our website as operational, we  are  to
commence  advertising in selected periodicals, newspapers, and  the  Internet
through banner advertising.

     Summary of any product research and development that we will perform for
the  term  of  the  plan.   We do not anticipate performing  any  significant
product  research  and development under our plan of operation.  In  lieu  of
product  research and development we anticipate maintaining control over  our
advertising,  especially on the Internet, to assist  us  in  determining  the
allocation  of  our limited advertising dollars. Our ability  to  make  these
decisions will be partially based upon reports we receive from LinkShare.

     Expected purchase or sale of plant and significant equipment. We do  not
anticipate  the  purchase or sale of any plant or significant  equipment,  as
such items are not required by us at this time or in the next 12 months.

     Significant  changes  in number of employees.  The number  of  employees
required to operate our business is currently one part time individual. After
we   commence  generating  revenues  based  upon  the  expenditures  of   our
advertising  dollars, and word of mouth advertising, and at the  end  of  the
initial  12  month  period, our plan of operation anticipates  our  requiring
additional capital to hire at least one full time person.

Liquidity and Capital Resources

     A  critical  component  of  our operating plan impacting  our  continued
existence  is  the  ability to obtain additional capital  through  additional
equity and/or debt financing.  Cash increased primarily due to the receipt of
funds  from the Regulation D offering that were used to help offset our  near
term  cash  equivalents.  Since inception, we have  financed  our  cash  flow
requirements  through issuance of common stock. As we expand our  activities,
we  may  continue  to  experience net negative cash  flows  from  operations,
pending  receipt  of  sales revenues. Additionally  we  anticipate  obtaining
additional  financing to fund operations through common stock  offerings  and
bank  borrowings, to the extent available, or to obtain additional  financing
to  the  extent necessary to augment our working capital.  In  the  event  we
cannot obtain the necessary capital to pursue our strategic plan, we may have
to  cease  or  significantly curtail our operations.  This  would  materially
impact our ability to continue operations.

     We  believe  that existing capital and anticipated funds from operations
will  not  be sufficient to sustain operations and planned expansion  in  the

<PAGE>

next  twelve  months. Consequently, we will be required  to  seek  additional
capital in the future to fund growth and expansion through additional  equity
or  debt  financing or credit facilities. No assurance can be made that  such
financing would be available, and if available it may take either the form of
debt or equity. In either case, the financing could have a negative impact on
our financial condition and our Stockholders.

     We  anticipate  that we will incur operating losses in the  next  twelve
months.  Our lack of operating history makes predictions of future  operating
results difficult to ascertain.  Our prospects must be considered in light of
the  risks, expenses and difficulties frequently encountered by companies  in
their  early stage of development, particularly companies in new and  rapidly
evolving  markets.  Such risks for us include, but are  not  limited  to,  an
evolving  and unpredictable business model and the management of  growth.  To
address  these  risks, we must, among other things, obtain a  customer  base,
implement  and  successfully  execute our business  and  marketing  strategy,
continually  develop  and  upgrade  our  product  packaging,  provide   order
fulfillment  through the Internet, respond to competitive  developments,  and
attract,  retain and motivate qualified personnel. There can be no  assurance
that we will be successful in addressing such risks, and the failure to do so
can  have  a  material  adverse effect on our business  prospects,  financial
condition and results of operations.

Going Concern

     The  consolidated financial statements included in this filing have been
prepared  in  conformity with generally accepted accounting  principles  that
contemplate the continuance of the Company as a going concern.  The Company's
cash  position  may  be  inadequate to pay all of the costs  associated  with
testing,  production and marketing of products.  Management  intends  to  use
borrowings  and security sales to mitigate the effects of its cash  position,
however no assurance can be given that debt or equity financing, if and  when
required  will  be available.  The financial statements do  not  include  any
adjustments  relating  to the recoverability and classification  of  recorded
assets  and classification of liabilities that might be necessary should  the
Company be unable to continue existence.

ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See  Index  to  Financial Statements and Financial  Statement  Schedules
appearing on page F-1 through F-10 of this Form 10-KSB.

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

     First Impressions has had no disagreements with its independent auditors
on accounting or financial disclosures.

<PAGE>

                                  PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH
          SECTION 16(a) OF THE EXCHANGE ACT.

      The following table sets forth the names and positions with the Company
of  the  executive officers and directors of the Company. Directors  will  be
elected  at  the Company's annual meeting of stockholders and serve  for  one
year  or until their successors are elected and qualify. Officers are elected
by  the Board and their terms of office are, except to the extent governed by
employment contract, at the discretion of the Board.
<TABLE>
Name                  Age   Title
<S>                  <C>   <C>
Tammy Kraft            39   President, Director, Secretary, Treasurer
</TABLE>

Duties, Responsibilities and Experience

     Tammy  Kraft. Tammy Kraft has held the position of President,  Secretary,
Treasurer,  and Director of the Company from inception. Since 1995 Mrs.  Kraft
has  held  a  position as technician in the cosmetic and hair salon  industry.
During her spare time Mrs. Kraft has concentrated her efforts on computers and
the Internet, with a focus on e-Commerce.

     Directors  are  elected  to  serve until  the  next  annual  meeting  of
stockholders  and  until  their successors have been elected  and  qualified.
Officers  are appointed to serve until the meeting of the Board of  Directors
following  the next annual meeting of stockholders and until their successors
have been elected and qualified.

     No  Executive  Officer  or Director of First Impressions  has  been  the
subject  of  any  Order,  Judgment,  or Decree  of  any  Court  of  competent
jurisdiction, or any regulatory agency permanently or temporarily  enjoining,
barring,  suspending  or  otherwise  limiting  him/her  from  acting  as   an
investment advisor, underwriter, broker or dealer in the securities industry,
or  as  an  affiliated person, director or employee of an investment company,
bank, savings and loan association, or insurance company or from engaging  in
or continuing any conduct or practice in connection with any such activity or
in connection with the purchase or sale of any securities.

     No Executive Officer or Director of First Impressions has been convicted
in  any  criminal proceeding (excluding traffic violations) or is the subject
of a criminal proceeding which is currently pending.

     No Executive Officer or Director of First Impressions is the subject of
any pending legal proceedings.

                    Limitation of Liability of Directors

     Pursuant  to  the  Nevada  General  Corporation  Law,  our  Articles  of
Incorporation  exclude  personal liability for  our  Directors  for  monetary
damages  based  upon  any violation of their fiduciary duties  as  Directors,

<PAGE>

except  as  to  liability  for any breach of the duty  of  loyalty,  acts  or
omissions  not  in good faith or which involve intentional  misconduct  or  a
knowing  violation of law, or any transaction from which a Director  receives
an  improper personal benefit. This exclusion of liability does not limit any
right  which  a Director may have to be indemnified and does not  affect  any
Director's  liability under federal or applicable state securities  laws.  We
have  agreed  to  indemnify  our directors against expenses,  judgments,  and
amounts paid in settlement in connection with any claim against a Director if
he  acted  in  good  faith and in a manner he believed  to  be  in  our  best
interests.

               Board of Directors Committees and Compensation

Compensation Committee Interlocks and Insider Participation

     The  Board  of Directors does not have a Compensation Committee.   Tammy
Kraft, President, oversaw the compensation of our executive officers.

Board of Director's Report on Executive Compensation

     General.   As  noted  above,  our Board of Directors  does  not  have  a
Compensation  Committee and, accordingly, during the year ended December  31,
2002,  the  Board of Directors, through the President, reviewed and  approved
the compensation of our executive officers.

     Overall Policy; Significant Factors.  The compensation decisions made by
the  Board  of Directors in respect of our executive officers were influenced
by  two major factors.  First, our start-up nature brings with it all of  the
normal  capital  requirements  to  sustain growth,  therefore  certain  stock
compensation  was granted in lieu of salaries, commissions and  for  services
rendered.   This  practice may be extended into the future on a  case-by-case
basis  and  accordingly  filed with the Securities and  Exchange  Commission.
Finally,  as we continue to mature, certain additions to the executive  staff
will  be  required.  As we are required to seek talent in outside market,  we
will be required to provide a competitive compensation package.

     As  overall  policy, however, the Board continues to believe that  long-
term compensation tied to the creation of stockholder value should constitute
a  significant  component of the compensation to be earned by  our  executive
officers.   In  this  respect, it will be the Board's policy  to  attempt  to
restrain  base  cash compensation (subject to competitive  pressures),  while
providing  the  incentive  for Management to increase  stockholder  value  by
providing  such officers with significant numbers of market-price stock  that
will  not confer value upon the officers unless and until the Company's share
price  rises.   The  Board  of  Directors expects  that  stock  options  will
constitute  a significant component of the compensation package  provided  to
executive officers.

     The  Board  believes that cash bonuses are, at times, appropriate  based
upon  the  performance  of the Company's business compared  to  our  internal
expectations and general business conditions.

<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the Securities Exchange Act of 1934, as  amended  (the
"Exchange Act"), requires First Impressions executive officers and directors,
and  persons who beneficially own more than ten percent of First Impressions'
common stock, to file initial reports of ownership and reports of changes  in
ownership  with the SEC. Executive officers, directors and greater  than  ten
percent  beneficial owners are required by SEC regulations to  furnish  First
Impressions  with copies of all Section 16(a) forms they file. Based  upon  a
review of the copies of such forms furnished to First Impressions and written
representations  from  First Impressions executive  officers  and  directors,
First Impressions believes that during the year ended 2002 all forms 3 and  4
were filed on a timely basis.

ITEM 10.  EXECUTIVE COMPENSATION

      The  following table sets forth the cash compensation of the  Company's
executive  officers  and directors during the last two fiscal  years  of  the
Company. The remuneration described in the table does not include the cost to
the  Company of benefits furnished to the named executive officers, including
premiums  for health insurance and other benefits provided to such individual
that are extended in connection with the conduct of the Company's business.
<TABLE>
                                                         Long Term
                        Annual Compensation             Compensation
                                       Other
  Name and                             Annual
  Principal          Salary          Compensa-  Restricted
  Position     Year   (1)     Bonus     tion       stock    Options   Others
<S>            <C>   <C>     <C>      <C>      <C>         <C>       <C>
Tammy Kraft -  2000   $1,250  $3,000              5,000,000
President                                               (2)
               2001   $1,769
</TABLE>

(1)  Based upon a 3 month period at $500 per month.
(2)  Reflects a 100:1 forward split which was approved by the Board of
     Directors on January 10, 2002.

Future Compensation

     Ms. Kraft has agreed to provide services to us for a period of two years
without  compensation,  or  until such time as we  have  generated  at  least
$100,000 in revenues or have raised additional cash from offerings subsequent
to this filing.

Compensation of Directors

     All  directors  will  be reimbursed for expenses incurred  in  attending
Board or committee meetings.

<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  following table sets forth certain information as of December  31,
2002  with  respect to the beneficial ownership of common stock by  (i)  each
person  who  to the knowledge of the Company, beneficially owned or  had  the
right  to  acquire  more than 5% of the Outstanding common stock,  (ii)  each
director of the Company and (iii) all executive officers and directors of the
Company as a group.
<TABLE>
                                               Number of        Percent
        Name of Beneficial Owner(1)              Shares        Ownership
<S>                                          <C>              <C>
Tammy Kraft(2)                                    5,000,000            25%
1601 E. Flamingo Rd, #18B
Las Vegas, Nevada  89119

Shearson Barney Equity Fund                       5,000,000            25%
2332 Villandry Court
Henderson, Nevada 89074

Titanium Financial Fund                           5,000,000            25%
2620 So. Maryland Pkwy #195
Las Vegas, Nevada 89109
All Directors & Officers as a Group               5,000,000            25%
</TABLE>

(1)  As used in this table, "beneficial ownership" means the sole or shared
    power to vote, or to direct the voting of, a security, or the sole or shared
     investment power with respect to a security (i.e., the power to dispose of,
     or to direct the disposition of, a security).  In addition, for purposes of
     this table, a person is deemed, as of any date, to have "beneficial
     ownership" of any security that such person has the right to acquire within
     60 days after such date.
(2)  On October 18, 2000, Mrs. Kraft, pursuant to a written employment
agreement, was issued 5,000,000 (post split) common shares at par value as
additional assistance in the formation of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Employment Agreement

     On  October 18, 2000 the Company entered into an written agreement  with
Tammy Kraft wherein Mrs. Kraft would receive a six month employment contract,
for  $500 per month concurrent with her contribution into the Company of  her
intellectual  property  rights pertaining to the  concept  of  marketing  and
distributing  the Company's fragrance through the Internet. The  intellectual
property  rights  consisted of the conceptual idea of marketing  a  fragrance
line  of  beauty care products through the hair salons and over the Internet,
which  concepts  were  developed by Mrs. Kraft while attending  her  numerous
educational  courses  on  beauty  care products.  Additionally,  Mrs.  Kraft,
concurrent with the formation of First Impressions provided First Impressions
with  the  agreement  with Desert Health Products, which agreement  was  also
executed on the 18th of October 2000. Mrs. Kraft received 5,000,000 shares of
common stock, in First Impressions for assistance in the corporate formation,
which  shares  were valued at $5,000 by Titanium Financial Fund and  Shearson
Barney Equity Fund, which entities purchased 5,000,000 shares of common stock
for $5,000 each.  In addition, Mrs. Kraft was given a signing bonus of $3,000
concurrent with her executing the employment agreement.

<PAGE>

ITEM  13. INTERNAL CONTROLS

Internal Controls

     Evaluation of disclosure controls and procedures.  Prior to the date  of
this report, the Company carried out an evaluation, under the supervision and
with the participation of our President and Chief Accounting Officer, of  the
effectiveness  of  the  design and operation of our disclosure  controls  and
procedures.  Based on this evaluation, the Company's Chief Accounting Officer
concluded  that the Company's disclosure controls and procedures (as  defined
in  Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act  of  1934
(the "Exchange Act")) are effective to ensure that information required to be
disclosed  by  the  Company in reports that it files  or  submits  under  the
Exchange Act is recorded, processed, summarized and reported to the Company's
management  within the time periods specified in the Securities and  Exchange
Commission's rules and forms.

Changes in internal controls.

     Subsequent  to  the date of their evaluation, there were no  significant
changes  in  the Company's internal controls or in other factors  that  could
significantly  affect the Company's disclosure controls and  procedures,  and
there were no corrective actions with regard to significant deficiencies  and
material weaknesses based on such evaluation.

ITEM  14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  Documents filed as part of this Report
     1.   Financial Statements:

          A.   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
          1.  Independent Auditors Report                          F-1
          2.  Financial Statements:
               Balance Sheet                                       F-2
               Statement of Operation                              F-3
               Statement of Changes in Stockholders'               F-4
               Statement of Cash Flows             F-5
               Notes to Consolidated Financial Statements   F-6 - F-10

     2.     During the fiscal year December 31, 2002 the Company filed the
following 8-Ks.
          NONE

     3.     Subsequent to the end of the fiscal year, the Company filed the
        following reports on Form 8-K
          NONE

<PAGE>

     4.   Exhibits
                                EXHIBIT INDEX
Exhibit   Description
3 (i).**  A)   Articles of Incorporation
          B)   Amended Articles of Incorporation
3(ii)**   Bylaws of First Impressions
4**       A)   Articles of Incorporation
          B)   Amended Articles of Incorporation
          C)   Bylaws of First Impressions
10.1**    Property Lease
10.2**    License, Fragrance Technology, and Distribution Agreement
10.3**    Key Employment Agreement
11*       Statement of Per Share Earnings filed in audit attached
          herewith.
23*       Consent of Auditor
________________________
*  Filed herewith
** Incorporated by reference in Form 10-SB filed February 20, 2002

<PAGE>

                                 SIGNATURES

      Pursuant  to the requirements of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on our behalf by the undersigned, thereunto duly authorized.


FIRST IMPRESSIONS



By:/s/ Tammy Kraft
      Tammy Kraft, President

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

/s/ Tammy Kraft           President              March 28, 2003
Tammy Kraft

/s/ Tammy Kraft           Sole Director          March 28, 2003
Tammy Kraft

/s/ Tammy Kraft           Principal Executive Officer  March 28, 2003
Tammy Kraft

/s/ Tammy Kraft           Principal Financial Officer  March 28, 2003
Tammy Kraft

/s/ Tammy Kraft           Chief Accounting Officer     March 28, 2003
Tammy Kraft

<PAGE>

                          CERTIFICATION PURSUANT TO
                18 USC, SECTION 1350, AS ADOPTED PURSUANT TO
           SECTIONS 302 AND 906 OF THE SARBANES-OXLEY ACT OF 2002

      In  connection  with  the  Annual  Report  of  First  Impressions  (the
"Company") on Form 10-KSB for the period ending December 31, 2002,  as  filed
with  the  Securities  and  Exchange  Commission  on  the  date  hereof  (the
"Report"),  I,  Tammy Kraft, President and Chief Accounting  Officer  of  the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  I have reviewed the report;

(2)  To the best of my knowledge, the Report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary in
    order to make the statements made, in light of the circumstances under which
     such statements were made, not misleading:

(3)  To  the best of my knowledge, the financial statements, and other
    financial information included in the Report, fairly present in all material
    respects the financial condition and results of operations of the Company as
     of, and for, the periods presented in the Report;

(4)  I:
(a)  am responsible for establishing internal controls;
(b)  have designed such internal controls to ensure that material information
relating to the Company and its consolidated subsidiaries is made known to me
by others within the Company, particularly during the period of January 1,
2002 through December 31, 2002;
(c)  have evaluated the effectiveness of the Company's internal controls as
of a date within 90 days prior to the Report; and
(d)  have presented in the Report my conclusions about the effectiveness of
my internal controls based on my evaluation of that date;

(5)  I have disclosed to the Company's auditors and the board of directors:
(a)  all significant deficiencies in the design or operation of internal
     control which could adversely affect the Company's ability to record,
     process, summarize, and report financial data and have identified for the
     Company'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 Company's internal controls;

(6)  I have indicated in the 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 my evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses; and

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

Dated: March 28, 2003


/s/ Tammy Kraft
Tammy Kraft, President and Chief Accounting Officer

<PAGE>

                              TABLE OF CONTENTS
                                                                         PAGE
INDEPENDENT AUDITORS' REPORT                                             F-1

BALANCE SHEETS                                                           F-2

STATEMENTS OF OPERATIONS                                                 F-3

STATEMENTS OF STOCKHOLDERS' EQUITY                                       F-4

STATEMENTS OF CASH FLOWS                                                 F-5

NOTES TO FINANCIAL STATEMENTS                                     F-6 - F-10

<PAGE>

Beckstead & Watts, LLP
Certified Public Accountants
                                                      3340 Wynn Road, Suite B
                                                          Las Vegas, NV 89102
                                                                 702.257.1984
                                                             702.362.0540 fax

                        INDEPENDENT AUDITORS' REPORT

March 27, 2003

Board of Directors
First Impressions
Las Vegas, NV

We  have  audited the Balance Sheets of First Impressions (the "Company")  (A
Development  Stage Company), for the years ended December 31, 2002  and  2001
and  the  related  Statements of Operations, Stockholders' Equity,  and  Cash
Flows  for  the  years ended December 31, 2002 and 2001 and  for  the  period
October 18, 2000 (inception) to December 31, 2002. These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the  financial position  of  First  Impressions  (A
Development  Stage Company), for the years ended December 31, 2002  and  2001
and  the  related  Statements of Operations, Stockholders' Equity,  and  Cash
Flows  for  the  years ended December 31, 2002 and 2001 and  for  the  period
October  18,  2000  (inception)  to December 31,  2002,  in  conformity  with
accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company
will  continue  as a going concern.  As discussed in Note 4 to the  financial
statements,  the  Company has had limited operations and have  not  commenced
planned  principal  operations.   This raises  substantial  doubt  about  its
ability to continue as a going concern.  Management's plan in regard to these
matters  are  also  described  in Note 4.  The financial  statements  do  not
include  any  adjustments  that  might  result  from  the  outcome  of   this
uncertainty.


Beckstead & Watts, LLP

<PAGE>
<TABLE>
                              FIRST IMPRESSIONS
                        (A Development Stage Company)
                               BALANCE SHEETS


                                                          December 31,
                                                        2002        2001
<S>                                                 <C>         <C>
ASSETS

CURRENT ASSETS
     Cash                                            $    24,305  $    9,753
                                                     -----------  ----------
     TOTAL CURRENT ASSETS                                 24,305       9,753
                                                     -----------  ----------
                                                     $    24,305  $    9,753
                                                     ===========  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Payroll liabilities                             $         0  $        0
     Note payable                                              0       1,500
                                                     -----------  ----------
     TOTAL CURRENT LIABILITIES                                 0       1,500
                                                     -----------  ----------
STOCKHOLDERS' EQUITY

Preferred stock, $.001 par value authorized
5,000,000; no shares issued and outstanding as of
12/31/02 and 12/31/01 respectively                             0           0

Common stock, $.001 par value, authorized
50,000,000 shares; 20,000,000 and 16,550,000 shares
issued and outstanding as of 12/31/02 and 12/31/01
respectively                                              20,000         165

Additional paid-in capital                                35,231      28,366

(Deficit) accumulated during development stage          (30,926)    (20,278)
                                                     -----------  ----------
     TOTAL STOCKHOLDER'S EQUITY                           24,305       8,253
                                                     -----------  ----------
                                                     $    24,305  $    9,753
                                                     ===========  ==========
</TABLE>
  The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
                              FIRST IMPRESSIONS
                        (A Development Stage Company)

                           STATEMENT OF OPERATIONS


                                                                 For the
                                    For the Year For the Year     Period
                                        Ended        Ended     October 18,
                                    December 31, December 31,      2000
                                        2002         2001      (Inception)
                                                               to December
                                                                 31, 2002
<S>                               <C>            <C>            <C>
Revenue                             $          0    $         0  $         0
                                    ------------   ------------  -----------
EXPENSES
General and
Administrative                            4,648          3,198       20,695
Officer services                          6,000          4,231       10,231
                                    ------------   ------------  -----------
TOTAL EXPENSES                           10,648          7,429       30,926
                                    ------------   ------------  -----------
NET (LOSS)                          $   (10,648)   $    (7,429)  $  (30,926)
                                    ===========    ===========   ==========

Weighted average
number of common
shares outstanding
basic and fully diluted              20,000,000     16,550,000
                                    ===========     ==========
Net (loss)
per weighted shares-basic
and fully diluted                   $     (0.00)   $     (0.00)
                                    ===========    ===========
</TABLE>
  The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
                              FIRST IMPRESSIONS
                        (A Development Stage Company)
             October 18, 2000, (Inception) to December 31, 2002


                      STATEMENT OF STOCKHOLDERS' EQUITY

                                                  (Deficit)
                                                 accumulated
                                     Additional     during        Total
                    Common Stock       paid-in   development  Stockholders'
                 Shares      Amount    Capital      stage        Equity
                ----------  -------- ----------  -----------  -------------
<S>           <C>          <C>       <C>         <C>         <C>
October 18,
2000
Shares issued
for
services         5,000,000  $     50  $    4,950              $       5,000

October 19,
2000
Shares issued
for cash        10,000,000       100       9,900                     10,000

Net (loss)
October 18,
2000
(Inception) to
December 31,
2000                                                 (12,849)      (12,849)
                ----------  --------  ----------  ----------- -------------
Balance
December 31,
2000            15,000,000       150      14,850     (12,849)         2,151

Shares issued
for cash         1,550,000        15        9285                      9,300

Donated
services                                   4,231                      4,231

Net loss
December 31,
2001                                                  (7,429)       (7,429)
                ----------  --------  ----------  ----------- -------------
Balance
December 31,
2001            16,550,000       165      28,366     (20,278)         8,253

Shares issued
for cash         3,450,000        35      20,665                     20,700

January 10,
2002
recapitalizatio
n adjustment
to additional                                                             0
paid-in-capital               19,800    (19,800)

Donated
services                                   6,000                      6,000

Net loss
December 31,
2002                                                 (10,648)      (10,648)
                ----------  --------  ----------  ----------- -------------
Balance
December 31,    20,000,000  $ 20,000  $   35,231  $  (30,926) $      24,305
2002
                ==========  ========  ==========  =========== =============
</TABLE>
  The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
                              FIRST IMPRESSIONS
                        (A Development Stage Company)
                           STATEMENT OF CASH FLOWS


                                                                 For the
                                   For the Year  For the Year     Period
                                       Ended         Ended     October 18,
                                   December 31,  December 31,      2000
                                       2002          2001      (Inception)
                                                               to December
                                                                 31, 2002
<S>                               <C>           <C>            <C>
Cash Flows from
Operating Activities
  Net (loss)                       $   (10,648)   $    (7,429)  $  (30,926)
  Shares issued for services                  0              0        5,000
  Donated services                        6,000          4,231       10,231

  Adjustment to reconcile
  net (loss) to net cash provided
  (used) by operations:
     Increase (decrease) in note
payable                                 (1,500)          1,500            0
     (Decrease) in payroll
liabilities                                   0          (769)            0
                                   ------------   ------------  -----------
Net cash (used) in
operating activities                    (6,148)        (2,467)     (15,695)

Cash Flows from
Investing Activities                          0              0            0

Cash Flows from
Financing Activities
  Issuance of common stock               20,700          9,300       40,000
                                   ------------   ------------  -----------
Net increase in cash                     14,552          6,833       24,305

Cash,
beginning of period                       9,753          2,920            0
                                   ------------   ------------  -----------
Cash,
end of period                      $     24,305   $      9,753  $    24,305
                                   ============   ============  ===========
</TABLE>
  The accompanying notes are an integral part of these financial statements

<PAGE>

                              FIRST IMPRESSIONS
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

Note 1 - Summary of significant accounting policies

Organization
The Company was organized October 18, 2000 (Date of Inception) under the laws
of  the State of Nevada, as First Impressions.  The Company has not commenced
significant  operations  and, in accordance with  SFAS  #7,  the  Company  is
considered a development stage company.

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

Cash and cash equivalents
For  the  purpose  of  the  statements  of  cash  flows,  all  highly  liquid
investments with original maturity of three months or less are considered  to
be cash equivalents.

Revenue recognition
Sales  and  related cost of sales are generally recognized upon  shipment  of
products.  Cost of goods sold generally represents the cost of items sold and
the related shipping and selling expenses.

Advertising Costs
The Company expenses all costs of advertising as incurred.  There were no
advertising costs included in general and administrative expenses as of
December 31, 2002 or December 31, 2001.

Fair value of financial instruments
Fair   value  estimates  discussed  herein  are  based  upon  certain  market
assumptions and pertinent information available to management as of  December
31, 2002 and December 31, 2001.  The respective carrying value of certain on-
balance-sheet  financial instruments approximated their  fair  values.  These
financial  instruments include cash and accounts payable.  Fair  values  were
assumed to approximate carrying values for cash and payables because they are
short  term in nature and their carrying amounts approximate fair  values  or
they are payable on demand.

Impairment of long lived assets
Long  lived  assets  held and used by the Company are reviewed  for  possible
impairment whenever events or circumstances indicate the carrying  amount  of
an  asset  may  not be recoverable or is impaired.  No such impairments  have
been identified by management at December 31, 2002 or December 31, 2001.

<PAGE>

                              FIRST IMPRESSIONS
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

Stock-Based Compensation:
The  Company accounts for stock-based awards to employees in accordance  with
Accounting Principles Board Opinion No. 25, "Accounting for Stock  Issued  to
Employees"  and  related interpretations and has adopted the  disclosure-only
alternative  of  FAS  No.  123,  "Accounting for  Stock-Based  Compensation."
Options  granted to consultants, independent representatives and  other  non-
employees are accounted for using the fair value method as prescribed by  FAS
No. 123.

Earnings per share
The  Company  follows Statement of Financial Accounting  Standards  No.  128.
"Earnings  Per  Share"   ("SFAS No. 128").  Basic earning  per  common  share
("EPS")  calculations are determined by dividing net income by  the  weighted
average  number  of  shares  of  common stock outstanding  during  the  year.
Diluted earning per common share calculations are determined by dividing  net
income  by  the weighted average number of common shares and dilutive  common
share  equivalents outstanding. During periods when common stock equivalents,
if any, are anti- dilutive they are not considered in the computation.

Segment reporting
The  Company  follows Statement of Financial Accounting  Standards  No.  130,
"Disclosures  About Segments of an Enterprise and Related  Information".  The
Company  operates  as a single segment and will evaluate  additional  segment
disclosure requirements as it expands its operations.

Income taxes
The  Company  follows  Statement of Financial Accounting  Standard  No.  109,
"Accounting  for Income Taxes" ("SFAS No. 109") for recording  the  provision
for  income  taxes.  Deferred tax assets and liabilities are  computed  based
upon  the difference between the financial statement and income tax basis  of
assets  and  liabilities using the enacted marginal tax rate applicable  when
the  related  asset  or  liability is expected to  be  realized  or  settled.
Deferred  income  tax expenses or benefits are based on the  changes  in  the
asset  or liability each period.  If available evidence suggests that  it  is
more likely than not that some portion or all of the deferred tax assets will
not be realized, a valuation allowance is required to reduce the deferred tax
assets  to  the  amount that is more likely than not to be realized.   Future
changes  in  such  valuation  allowance are included  in  the  provision  for
deferred income taxes in the period of change.

Deferred  income  taxes may arise from temporary differences  resulting  from
income  and expense items reported for financial accounting and tax  purposes
in  different  periods.  Deferred taxes are classified  as  current  or  non-
current,  depending on the classification of assets and liabilities to  which
they relate.  Deferred taxes arising from temporary differences that are  not
related  to  an  asset or liability are classified as current or  non-current
depending  on the periods in which the temporary differences are expected  to
reverse.

<PAGE>

                              FIRST IMPRESSIONS
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

Recent pronouncements
In  July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit or Disposal Activities", which addresses financial accounting  and
reporting  for  costs  associated  with  exit  or  disposal  activities   and
supersedes  EITF  No.  94-3,  "Liability  Recognition  for  Certain  Employee
Termination  Benefits and Other Costs to Exit an Activity (including  Certain
Costs  Incurred in a Restructuring)." SFAS No. 146 requires that a  liability
for  a  cost associated with an exit or disposal activity be recognized  when
the  liability is incurred. Under EITF No. 94-3, a liability for an exit cost
was  recognized at the date of an entity's commitment to an exit  plan.  SFAS
No.  146 also establishes that the liability should initially be measured and
recorded  at  fair value. The provisions of SFAS No. 146 will be adopted  for
exit or disposal activities that are initiated after December 31, 2002.

In  December  2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS  No.  123."  This
Statement amends SFAS No. 123, "Accounting for Stock-Based Compensation",  to
provide alternative methods of transition for a voluntary change to the  fair
value  based  method of accounting for stock-based employee compensation.  In
addition, this statement amends the disclosure requirements of SFAS  No.  123
to  require  prominent  disclosures  in both  annual  and  interim  financial
statements   about   the  method  of  accounting  for  stock-based   employee
compensation  and  the  effect of the method used on  reported  results.  The
adoption  of  SFAS No. 148 is not expected to have a material impact  on  the
company's financial position or results of operations.

In  November  2002,  the  FASB  issued FASB Interpretation  ("FIN")  No.  45,
"Guarantors Accounting and Disclosure Requirements for Guarantees,  Including
Indirect Guarantees and Indebtedness of Others", an interpretation of FIN No.
5,  57  and  107,  and  rescission of FIN No.  34,  "Disclosure  of  Indirect
Guarantees  of Indebtedness of Others". FIN 45 elaborates on the  disclosures
to  be  made  by the guarantor in its interim and annual financial statements
about  its obligations under certain guarantees that it has issued.  It  also
requires  that  a  guarantor recognize, at the inception of  a  guarantee,  a
liability  for  the fair value of the obligation undertaken  in  issuing  the
guarantee.  The  initial  recognition  and  measurement  provisions  of  this
interpretation are applicable on a prospective basis to guarantees issued  or
modified  after  December 31, 2002; while, the provisions of  the  disclosure
requirements  are  effective for financial statements of  interim  or  annual
periods  ending  after  December  15, 2002. The  company  believes  that  the
adoption  of  such  interpretation will not have a  material  impact  on  its
financial   position   or  results  of  operations  and   will   adopt   such
interpretation during fiscal year 2003, as required.

In  January  2003,  the  FASB issued FIN No. 46, "Consolidation  of  Variable
Interest Entities", an interpretation of Accounting Research Bulletin No. 51.
FIN  No.  46  requires that variable interest entities be consolidated  by  a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or is entitled to receive a majority of
the  entity's residual returns or both. FIN No. 46 also requires  disclosures
about  variable  interest  entities  that  companies  are  not  required   to
consolidate  but in which a company has a significant variable interest.  The
consolidation requirements of FIN No. 46 will apply immediately  to  variable
interest   entities  created  after  January  31,  2003.  The   consolidation
requirements will apply to entities established prior to January 31, 2003  in
the  first  fiscal year or interim period beginning after June 15, 2003.  The
disclosure requirements will apply in all financial statements issued

<PAGE>

                              FIRST IMPRESSIONS
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

after January 31, 2003. The company will begin to adopt the provisions of FIN
No. 46 during the first quarter of fiscal 2003.

Note 2 - Income taxes

The Company accounts for income taxes under Statement of Financial Accounting
Standards  No.  109, "Accounting for Income Taxes"  ("SFAS No.  109"),  which
requires  use of the liability method.   SFAS No.  109 provides that deferred
tax  assets and liabilities are recorded based on the differences between the
tax  bases of assets and liabilities and their carrying amounts for financial
reporting  purposes,  referred  to as temporary  differences.   Deferred  tax
assets  and  liabilities at the end of each period are determined  using  the
currently enacted tax rates applied to taxable income in the periods in which
the  deferred  tax  assets  and liabilities are expected  to  be  settled  or
realized.

There  is no provision for income taxes for the year ended December 31, 2002.
The Company's total deferred tax asset as of December 31, 2002 is as follows:
<TABLE>
                                       For the     For the
                                     Year Ended   Year Ended
                                      December     December
                                         31,         31,
                                        2002         2001
<S>                                 <C>          <C>
Net operation loss carry forward    $  (10,648)   $  (7,429)
Valuation allowance                      10,648        7,429
                                    -----------  -----------
Net deferred tax asset              $         0   $        0
                                    ===========  ===========
</TABLE>
Note 3 - Stockholder's equity

Common Stock

The  authorized common stock of the corporation consists of 50,000,000 shares
with a par value $.001 per share.

On  January 10, 2002, the Company approved a forward stock split on the basis
of  100 for 1.  All references to the number of shares issued and outstanding
haven retroactively restated to reflect the forward split.

On  October  18, 2000, the Company issued 5,000,000 shares of its $0.001  par
value  common stock for services valued at $5,000. The shares were deemed  to
have  been  issued pursuant to an exemption provided by Section 4(2)  of  the
Act, which exempts from registration "transactions by an issuer not involving
any public offering."

On  October 19, 2000, the Company issued 10,000,000 shares of its $0.001  par
value  common stock for $10,000.00 cash. The shares were deemed to have  been
issued  pursuant to an exemption provided by Section 4(2) of the  Act,  which
exempts from registration "transactions by an issuer not involving any public
offering."

<PAGE>

                              FIRST IMPRESSIONS
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

On January 4, 2002, the Company completed a public offerings that was offered
without  registration  under the Securities Act  of  1933,  as  amended  (The
"Act"), in reliance upon the exemption from registration afforded by sections
4(2)  and 3(b) of the Securities Act and Regulation D promulgated thereunder.
The Company sold 5,000,000 shares of its $0.001 par value common stock for  a
total amount of $30,000.

Preferred Stock

The  authorized  preferred  stock of the corporation  consists  of  5,000,000
shares with a par value of $.001 per share.

Note 4 - Going concern

The  accompanying financial statements have been prepared assuming  that  the
Company   will   continue   as  a  going  concern  which   contemplates   the
recoverability of assets and the satisfaction of liabilities  in  the  normal
course  of business. As noted above, the Company is in the development  stage
and,  accordingly, has not yet generated revenues from operations. Since  its
inception, the Company has been engaged substantially in financing activities
and developing its product line, incurring substantial costs and expenses. As
a  result, the Company incurred accumulated net losses from October 18,  2000
(inception)  through  the  year ended December  31,  2002  of  $(30,926).  In
addition,  the  Company's development activities since  inception  have  been
financially sustained by capital contributions.

Note 4 - Going concern (continued)

The  ability of the Company to continue as a going concern is dependent  upon
its  ability to raise additional capital from the sale of common  stock  and,
ultimately,   the  achievement  of  significant  operating   revenues.    The
accompanying financial statements do not include any adjustments  that  might
be  required should the Company be unable to recover the value of its  assets
or satisfy its liabilities.

Note 5 - Warrants and options

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

Note 6 - Related party transactions

The Company neither owns nor leases any real or personal property. An officer
of  the Company donated services at $50 an hour for 10 hours per month for  a
total of $500 per month.  The total services donated as of December 31,  2002
were  $6,000 and the total as of December 31, 2001 were $4,231.  Both amounts
have been expensed accordingly.

The officers and directors of the Company are involved in other business
activities and may in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.