SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB

                 Annual  Report  Under  Section  13  or  15(d)  of  the
                         Securities  Exchange  Act  of  1934

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

                       For  Fiscal  Year  Ended  December  31,  2001

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

              For  the  transition  period  from              to
                                             ------------    ------------
                            Commission  File  number  333-63460
                                                      ---------

                                WISEDRIVER.COM,  INC.
                 (Name  of  small  business  issuer  in  its  charter)

            Delaware                                   65-0908171
(State  or  other jurisdiction of          (IRS Employer Identification No.)
  incorporation or organization)


1221  Brickell  Ave.,  Suite  900,  Miami,  Florida                 33131
---------------------------------------------------                ---------
(Address  of  principal  executive  offices )                     (Zip Code)

Issuer's  telephone  number    (305)  539-0900
---------------------------------------------------

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

                                      None

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

                         Common  Stock,  $0.0001  par  value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.

                              Yes  [X]    No  [  ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B not contained in this form, and no disclosure will be contained,
to  the  best  of the registrant's knowledge, in definitive proxy or information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.(  )

Revenues  for  year  ended  December  31,  2001:  $0

Aggregate  market value of the voting common stock held by non-affiliates of the
registrant  as  of  December  31,  2001,  was:  $O

Number of shares of the registrant's common stock outstanding as of June 6, 2002
was:  7,918,300

Transfer  Agent  as  of  June  6,  2002:

            Corporate  Stock  Transfer  &  Trust  Co.
            3200  Cherry  Creek  Drive
            Denver,  Colorado  80209


<PAGE>
                                     PART  I
                                     ------

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

Business  Development.  We  were  incorporated in the State of Delaware as Shell
Corporations.com  on  March  26,  1999 and changed our name on April 13, 2000 to
Atlas  Ventures  XV.  On  June  14,  2000,  we  changed  our  name once again to
WiseDriver.com,  Inc.  to  better  reflect  our  new direction and emphasis as a
provider  of  comprehensive  information  and  services  related  to driving and
automobile  ownership.  From  our  inception  through  June 30, 2000, we did not
engage  in  any  business  activities.  In  an  Interest  Purchase  and Exchange
Agreement  dated  as  of  June  30,  2000,  we purchased from Joshua Berger, our
current  Chairman  and President, an 80% interest in WiseDriver, LLC, a New York
Limited Liability Company in consideration for 450,000 shares of common stock of
WiseDriver.com.  As  a  result  of  the  transaction,  WiseDriver,  LLC became a
subsidiary  of WiseDriver.com, Inc. The other 20% of WiseDriver, LLC is owned by
Mr.  Berger.

We have not been involved in any bankruptcy, receivership or similar proceeding.
We  have  not  been  involved  in  any  material  reclassification,  merger,
consolidation,  or purchase or sale of a significant amount of assets not in the
ordinary  course  of  business.

Business  of Issuer. We are a development stage Internet based company which has
designed  and developed, through our majority-owned subsidiary, WiseDriver, LLC,
a  beta  test  version  Internet  web site at URL www.wisedriver.com intended to
provide  automobile drivers with information and services related to driving and
automobile ownership. Our site's primary focus is to educate our users on how to
avoid  traffic  violations,  and in instances where a ticket has been issued, to
inform  the user about different techniques commonly used for contesting alleged
infractions.  The  information  we  plan  to provide will be relating to traffic
court,  a  regional  attorney  database,  news  and  articles related to traffic
infractions,  as  well  as  an  automated system that will generate personalized
responses to individual infractions and traffic violation questions. In addition
to being a resource for summonses, we plan on offering other value-added content
and services pertaining to the motor vehicle industry through strategic partners
including:  vehicle  purchasing,  press  releases regarding new car models, auto
industry  news  and  press  releases,  auto  loans  and  financing  calculators,
insurance  and  quote comparisons, auto appraisal services, extended warranties,
used car negotiating assistance, credit reports, lemon reports, car shipping and
transport  services,  map  sites and an interactive chat and message board areas
where  users will be able post questions and answers on a variety of driving and
automotive  topics.

We  anticipate launching our web site in the third quarter of 2002. To date, our
operations  have  been limited to developing our website and we have received no
revenue.  We have limited assets and are dependent on funds from our offering to
continue to develop  our  operations.  While  we  plan  to develop some of these
products  and  services internally,  through outsourcing and through anticipated
partnerships  with  third-party  providers,  we  may  also  achieve  our broader
objective of offering an integrated automotive industry site, by growing through
acquisitions  of  companies  and  businesses  in  complimentary  industries.


                                      -1-
<PAGE>
Our  independent  auditors  have  issued a report which raises substantial doubt
about  our  ability  to continue as a going concern. The primary causes for this
growing  concern  is  due to the substantial losses from operations that we have
suffered  to  date. This means that due to these losses, our independent auditor
has  doubts  about  our  whether  or  not  we  can  survive  in  the  future.

Our  corporate  offices  are  located at 1221 Brickell Avenue, Suite 900, Miami,
Florida  33131.  Our telephone number is (305) 539-0900 and our facsimile number
is  (305)  539-0901.  Our  corporate staff consists of one person on a part time
basis.

Our  site's  primary  focus  is  to  educate  our  users  on  how  to  avoid
traffic  violations,  and in instances where a ticket has been issued, to inform
the  user  about  techniques  for  contesting the alleged infractions. It is our
intention to be an informational site. We do not have any intention of providing
legal  advice  and  we  will  make  every  possible  attempt to communicate that
the  content  of  the  site  does  not offer definitive legal advice, but rather
educational  content  that  should  be  used  in conjunction with the advice and
assistance  of  a  qualified  traffic  attorney.

In  addition,  we  plan  to  provide  information  relating  to traffic court, a
regional attorney database, news and articles related to traffic infractions, as
well  as  an  automated  system  that  will  generate  personalized responses to
individual  infractions  and traffic violation questions. In addition to being a
resource  for  summonses,  we  plan  on  offering  other value-added content and
services  pertaining  to  the  motor vehicle industry through strategic partners
including:  vehicle  purchasing,  press  releases regarding new car models, auto
industry  news  and  press  releases,  auto  loans  and  financing  calculators,
insurance  and  quote comparisons, auto appraisal services, extended warranties,
used car negotiating assistance, credit reports, lemon reports, car shipping and
transport  services,  map  sites and an interactive chat and message board areas
where  users will be able post questions and answers on a variety of driving and
automotive  topics.

In  an  effort  to  maximize  traffic and users on our site we do not anticipate
charging  a  fee  for  most  services  rendered. Revenues will be generated from
listing  fees  charged  to  lawyers and law firms, partnerships with third-party
service  providers,  and  advertisers  on  our  site.

                                      -2-
<PAGE>

On  June  30, 2000, we entered into an Interest Purchase and Exchange Agreement,
whereby  we  purchased  an  80%  interest in WiseDriver, LLC, a New York Limited
Liability  Company. WiseDriver, LLC is currently a subsidiary of WiseDriver.com,
Inc.  WiseDriver,  LLC's primary objective is design and develop an internet web
site  to  provide  the  user  with  information  relating to traffic violations.
Although  WiseDriver  LLC  was  in its developmental stage and had not commenced
operations, we purchased WiseDriver LLC for its business plan, concept, idea and
the  working knowledge of the industry of its Managing Member, Joshua Berger who
became  our President upon execution of the Agreement. In addition, we purchased
the  domain  name  www.wisedriver.com.

Our  corporate offices are located at 1221 Brickell Avenue, Suite 900, Miami, FL
33131  and  our  telephone  number  is  (305)  539-0900.

MARKET BACKGROUND

GROWTH  OF  THE  INTERNET  AND  ONLINE  COMMERCE

The  Web  and  online services have emerged as significant global communications
and commercial media enabling millions of people worldwide to share information,
communicate  and  conduct business electronically. We believe that the number of
Web  users  will  grow  based  on  a  number of factors, including the large and
growing  base  of  installed  personal  computers in the home and workplace, the
decreasing  cost of personal computers, easier, faster and cheaper access to the
Internet,  the  distribution  of  broadband  applications,  the proliferation of
Internet  content  and the increasing familiarity and acceptance of the Internet
by  businesses  and  consumers.

The  growth  in the use of the Internet has also led to a rapid growth of online
content  and commerce. Web content and commerce sites are enabling businesses to
target  and  manage  a  broad  customer  base and establish and maintain ongoing
direct customer relationships. As a growing number of businesses and information
providers  have  begun  marketing  on the Web, it has rapidly become a medium in
which  consumers  can access a vast amount of information regarding the pricing,
quality  and specification of products. Additionally, online transactions can be
faster, less expensive and more convenient than transactions conducted in person
or  even  over  the  telephone.

Recently  the  Internet  has  experienced,  and  is  expected  to  continue  to
experience, a significant increase in the number of users and amount of traffic.
Our  future  success  will  depend  upon  the development and maintenance of the
Internet.  A further decline in e-commerce could severely impact our operations.
In  addition,  the  share  prices  for  technology based companies have declined
significantly  in  the  past six months and may continue to decline. A continued
decline  in  such  type  of  companies  may  have  a  significant  impact on our
operations.

                                      -3-
<PAGE>

AUTO  INDUSTRY  AND  TRAFFIC  INFRACTIONS

According  to  the  National  Motorists Association, approximately 25-50 million
tickets  are issued each year. At an average of $150 per ticket, that amounts to
an  estimate  of  3.75 and 7.5 billion dollars a year in fines. Of those tickets
issued,  nearly  98%  are uncontested in court. Recent studies indicate that the
general  populace  is both uninformed of their rights and of actions that can be
taken  with  regards  to  their  summons. In addition, according to the National
Transportation  Library, there are over 188 million motor vehicles and more than
170 million licensed drivers in the United States, with a growing number who are
concerned  with  tickets  and seeking information on preventative methods. These
drivers  constitute  a  group that not only seeks information about tickets, but
also  has  great  interest  in  automotive  services  and content. This group of
drivers  may  represent  a  significant  opportunity  for  Wisedriver,  and  our
anticipated comprehensive suite of products and services geared for the needs of
automobile  owners  and  users.

OPERATIONAL  DETAILS:

Acquiring  Viewer  Base

The first element of our business model is to generate an audience/membership as
quickly  as  possible.  The  higher  the  number of viewers on our web site, the
greater  our value becomes to potential members, clients and strategic partners.
This  initiative  will  hinge  on  a  successful advertising campaign and public
relations strategy, which we intend to pursue if we are able to raise additional
funds. The effort must be as targeted and cost effective as possible, since this
represents  our  largest  cost allocation. Preliminary advertising channels have
been identified and we anticipate that a membership can be attained. We will try
to  attract individuals who are interested in not only learning about contesting
moving  violations  and  infractions,  but  also  those  individuals  that  are
interested  in automobile content and services. Even with the proceeds from this
offering  we  will need to raise additional funds through public or private debt
or sale of equity to successfully carry out our advertising and public relations
campaign.  We do not have any present agreements in place for such financing and
such  financing  may  not  be  available  when  needed.

Procedural  Traffic  Court  Information  -  An  online  manual

We  anticipate  that  an  online  proprietary  manual to that Wisedriver.com has
developed will: (i) assist our users with understanding the different aspects of
a  traffic summons, (ii) help the user prepare a defense, (iii) educate the user
on  Traffic  Court  procedure,  and  (iv)  advise  the user about any post-trial
options  he/she  may have. This service will be available upon the launch of the
website.

                                      -4-
<PAGE>

Understanding  the  ticket  itself

Wisedriver.com  will  attempt  to explain the basic elements of each offense and
relay  to  the  user  what exactly has been charged. This information will be an
essential  indicator  to  each  user  in deciding whether to defend a particular
summons.  Because  certain infractions carry significant ramifications including
points,  penalties,  higher  insurance rates and defensive driving classes, full
access  to  this  knowledge  may  allow users to make more informed decisions on
contesting  a  summons.

Essential to knowing whether to contest a ticket in court is an understanding of
the  user's  available  defenses.  The manual will provide descriptions of these
commonly  used  defenses  and  their  applications.

Preparing  a  defense

Preparation for a defense begins when a ticket is issued and Wisedriver.com will
attempt to instruct the user in detailed format on how to go about preparing for
a  potential  court  date.

The  user  will be informed about preparing information such as conditions, time
and  natural structures that were present at the time of the alleged infraction,
and  the  manner  they  should  be  presented  in  a  defense.

Other  means of preparation will be in the form of photographs, maps, charts and
even  drawings that may greatly aid a defendant in court. The user will be shown
the  proper  methods  of  introducing  such  visual  aids  during  trial.

Trial

We  will  attempt  to  familiarize  our user with every aspect of traffic court.
Starting  with courtroom procedure, it is anticipated that our site will contain
extensive  content  on  alleviating  the  stress  of  courtroom  etiquette. From
presentation to cross-examination to ultimately giving a good closing statement,
Wisedriver.com  plans  to  guide the user in presenting a potentially successful
defense  that  represents  the facts in a light most favorable to the defendant.

Examination  techniques  and  admission  of  evidence  and witnesses are another
planned  area  of  focus  for  the  site. We anticipate these areas as important
encounters  in  traffic  court  scenarios  and plan to prepare the user on their
employment.

While not displacing counsel or acting as a remedy for a summons, Wisedriver.com
plans to inform the user and give sufficient information for a proper evaluation
of  the  facts and anticipates increasing the likelihood of a successful defense
and  courtroom  presentation.

Lastly,  our  site  plans  to  inform  the  user  on  how verdicts do not always
represent  a  sentence  and how to respectfully request a lesser sentence of the
court.  Consideration  for  previous records and personal history may be factors
accepted  by  a  judge,  and  we plan to familiarize our future users with these
techniques.

                                      -5-
<PAGE>
Post  Court

How  to  proceed once a trial is over is another area where we plan to focus our
content. Regardless of the outcome of trial several important outstanding issues
may  remain,  and  Wisedriver.com  plans  to  inform users on several post trial
options  including  traffic  school  and  the  appeals  process.

Disclaimer

While  it  is  our  intention to educate our users on all aspects of the traffic
court  process  and  potentially  assist  with  overturning  a moving violations
summons,  we will make every possible attempt to communicate that the content of
the  site does not offer definitive legal advise, but rather educational content
that  must  be used in conjunction with the advice and assistance of a qualified
traffic  attorney.  We  plan on delivering this point extensively throughout the
content  of  our  site.

Identification  and  Retention  of  an  Attorney

While  we  plan  on  offering significant content for individual preparation and
resolution of a traffic hearing, we also plan to dedicate a considerable portion
of  our  content  around  the topic of selecting and retaining an attorney. This
section  will also carry added significance, because the overriding theme of our
content  will  focus on the fact that knowledge of the trial and appeals process
is  something that should be utilized by a user in conjunction with the services
of  a qualified attorney. There will be considerable information for the user on
the  benefits of being represented in traffic court by an attorney, as well as a
comprehensive  database  of  U.S.  attorneys.  This  database which is currently
inactive  will  be  geographically  organized,  and will allow users to select a
qualified  attorney  in  their  jurisdiction specializing in traffic violations.
While  information  is  already  published on the site regarding the benefits of
attorney  retention, the attorney database will not be completed until the first
quarter  2002.

Links  for  Legal  Research

We  anticipate  that  the user will also have access via a link to websites to a
research  area  containing  databases  with  legal  research  and  listings  of
government  and  state law statutes pertaining to driving and moving violations.
Legal  research  will  be  partitioned  into categories according to regions and
their  respective  archives  of  legal  vehicular  decisions  and  regulations.
Individuals  will  use this feature as well as attorneys to research intricacies
of  the  law as well as to identify codes of law infracted. In addition, we plan
to offer a search engine that will allow users to query the database by keywords
to  allow for quicker and more focused research results. We anticipate the links
to  legal  research  to  be completed within the next 2 month. However, a unique
search  engine  for  legal  research  may be delayed until the second quarter of
2002.

Interactive  ticket  information

We  are  in  the process of developing the Personal Ticket Advisor (PTA) that is
intended  to automate most of the legal research for the future user or attorney
in  traffic infraction instances. The customary method of preparing a defense in

                                      -6-
<PAGE>
motor  vehicle  cases  is  to research the specific law alleged to be broken and
then  dissect  the elements. Wisedriver is developing a program whereas the user
will  be  able to submit responses to queries initiated by Wisedriver.com. It is
anticipated  that  the  PTA  will then email the user a response tailored to the
offense  alleged to have been committed. The response will consist of a thorough
overview  of  the offense alleged. Additionally, it will provide the user with a
verbatim  reiteration  of  the  legal  statute  that  pertains  to that specific
offense.  Wisedriver will then point out the elemental makeup of the offense and
direct  the  user  to compartmentalize the offense and pinpoint an element being
considered  for  defense.  The  user will finally be directed to portions of the
manual  dealing  with  the  specific  defense  sought.

The  PTA  is  currently  being  constructed as a beta version limited to several
states.  Wisedriver.com  plans  on  releasing this service on a state- by- state
basis  beginning  in  the  fourth  quarter  of  2002.

Other  Value  Added  Services

Our  goal  is  to  create  an  integrated  product  offering that addresses most
services  and  products needs for automobile drivers and enthusiasts. We plan to
enter into strategic relationships with the top providers of automotive services
and  offer  links  from  our  site  directly to the home pages of our designated
partners.

Our  site  plans to organize these links to a myriad of driving related sites in
categories  ranging  from  insurance  to  driving  publications.  In addition to
providing the user with links to hundreds of sites, we plan to brief the user on
the  desired  site  and rank the links for comparative value. We anticipate that
the  publication  pertaining  to  the  automotive industry and map sites will be
completed  by the 4th Quarter 2001. Thus, competing sites may be evaluated and
compared  by  the  user  for  personal  preference  and  individual  usage.

Through  these types of third-party affiliations Wisedriver anticipates offering
the  following  products  to  our  future  users:

     -AUTOMOTIVE  RETAILERS  will  offer a one stop place for users' to shop for
     their  automotive needs -AUTOMOTIVE PUBLICATIONS will offer our users up to
     date  content and information on all the newest auto trends and releases of
     new  information  -  AUTO  LOANS  AND  FINANCING  CALCULATORS  will provide
     potential  buyers  with  financing  for  the purchase - INSURANCE AND QUOTE
     COMPARISONS will provide car owners or potential buyers with protection for
     their  vehicle,  and  will give them a chance to find the best rates - AUTO
     APPRAISAL  SERVICES  will  allow buyers and sellers to gauge the value of a
     specific  vehicle  -  EXTENDED  WARRANTIES will provide cost effective long
     term  protection  for users' purchases - CREDIT REPORTS will allow users to
     check  on  the status of their credit as they are considering an automobile
     purchase  -  LEMON  REPORTS can protect users from known defects and hidden
     problems  with certain vehicle models - CAR SHIPPING AND TRANSPORT SERVICES
     can  assist  both  buyers  and sellers in completing an auction transaction
     -MAP  SITES to assist drivers with finding directions and the locations for
     their  favorite  driving  destinations.

                                      -7-
<PAGE>

We  believe that by the end of the fourth quarter of the year we will be able to
secure  most  of  the above services. Specifically, we anticipate that the legal
research,  chat  rooms,  credit  reports,  lemon  reports,  loan calculators and
insurance comparisons will be completed by the end of the third quarter of 2002.
By the end of the fourth quarter 2002, we expect to have completed the automated
ticket  response  and  coaches  corner.

Chat  Rooms  and  Message  Boards

In  addition  to  these  value-added  services  and offerings, we have created a
message  board  ,  and  developing  a  chat  area  where users will be able post
questions  and  answers on a variety of traffic violation and automotive topics.
The  chat  rooms and message boards will be organized by categories on different
automotive  and  social topics, and will act as not only a source of information
but  as a way of promoting a sense of community amongst future Wisedriver users.
We  anticipate  that  this  approach  may  result in larger audiences, encourage
repeat  visits  and  keep  users  engaged,  when  visiting  our  site.

Revenues

Because  we  are  a  developmental  stage corporation, we have not generated any
revenue  to  date. However, we anticipate that our business model should support
several  revenue  sources  within  the  automotive and legal industry including:
listing  fees  charged  to  lawyers and law firms, partnerships with third-party
automotive  service  companies,  and  advertising  on  our  site.

Revenue

Attorney  Listing  Fees

As  previously  discussed,  Wisedriver.com will have an attorney section where a
future user can receive helpful guidance on evaluating whether retaining counsel
is  appropriate for an individual situation. Assuming the user chooses to retain
counsel,  we  will offer a database of attorneys geographically allotted for the
user  to  contact.  We  are in the process of developing an application entitled
coaches  corner, that will allow users to search through an attorney database by
zip  code  or  city.

We plan to charge attorneys an annual listing fee to be featured in the attorney
directory.  In  addition, we plan to offer our lawyer members upgraded "featured
sponsorship" packages that will place member attorneys at the top of the results
list,  or  show their advertisement at the top of the page once the results of a
particular geographic search are displayed. These listings will feature the name
and  contact  info  for  each  respective  law  firm  or  individual.

                                      -8-
<PAGE>

We  anticipate  selling  listing  fees in bulk, and working with both individual
attorneys  and  large  law  firms,  who  may list individuals in their firm that
specialize  in  traffic  law.

STRATEGIC  PARTNERS

The  partnerships  that we anticipate forming with on-line service providers and
merchants  will  include a link directly from our website directly to their home
page.  This type of arrangement is mutually beneficial for both parties. It will
provide,  a  one-stop  access  to a wide range of automotive services for future
Wisedriver  users,  and  at the same time bring new customers and revenue to our
partners.  Because  more value is usually placed on customers and revenue, it is
anticipated  that we will be able to derive revenue from these relationships via
several  different  arrangements  including  CPC,  CPA  and/or  revenue sharing.
Depending on the specifics of each partner relationship, one or a combination of
these  compensation methods may be used. The following is a description of each:

-  Cost  Per  Click  (CPC)

The  intended  increase  in  traffic to each third-party service provided by the
Wisedriver will enable us to charge each retailer a click-through rate, or a fee
for  each  click called a CPC. This rate will be determined on an individualized
basis  with  each  partner.  The  CPC rate is a fee that is charged every time a
Wisedriver  user  clicks  on  any link to another company's site. This method of
generating  revenue is directly contingent upon how many members we have, as the
probability of an actual click occurring becomes higher with more traffic on our
site.

The  CPC  rate  must  be specific for each client or strategic partner, based on
individual traffic needs. The more existing traffic there is on a site, the less
valuable  each  click  is  for  them.  However, for a brand new site the need to
generate  traffic  is more immediately. Consequently, the more established sites
may  be  charged  a  lower  CPC  rate.

-  Cost  Per  Acquisition  (CPA)

In some instances we anticipate that it will make sense to charge a flat fee for
each  new  customer  that  we deliver to a strategic partner. For example in the
case  of  an auto insurance partner, we anticipate receiving a flat fee for each
closed  insurance  policy.

-  Revenue  Sharing

For e-commerce partners, we anticipate asking for a fixed percentage of revenues
obtained  through  purchases  made  by  customers that are Wisedriver users. The
anticipated  growth  in  Wisedriver's  user  base will provide opportunities for
these  businesses  to  increase  their  own on-line revenues as shoppers will be
directed  from  Wisedriver  to  their  sites.

                                      -9-
<PAGE>

The  revenue  arrangement will be determined by the strategic partner's industry
dynamics relative standing in their respective industry, and marginal value that
the  partner  derives  from  additional  customers  and  revenues.

Advertising  on  Wisedriver

The  anticipated  traffic on the Wisedriver website may also allow us to receive
ad sales revenues from potential advertisers. Advertising sales on Wisedriver is
a  way  that  we  can  possibly  generate  revenue  from  a diverse selection of
marketplaces.  We  intend  to create a variety of different options and packages
for companies that would purchase advertising space on our site. These companies
are not limited to the automotive or legal industry, but can come from a variety
of  related  industries  including: major banks and credit cards, retailers, the
travel industry, fitness products and gyms, restaurants and/or any industry that
can benefit from a group of consumers with significant potential spending power.

These  advertisements  will  be in the format of click-on banners and buttons of
varying  sizes  that  will link the Wisedriver user directly to the advertisers'
home  page.  The  pricing for these ads will be based on a CPM rate, or cost per
thousand  impressions  which the number of times the ad appears on our site. The
CPM  rate  is  derived from the number of exclusive viewers on a site at a given
time,  or  how  many  viewers  will  actually  see the ad. Therefore, the higher
Wisedriver's  user  number  reaches,  the  more our advertising space will be in
demand.  This further outlines our initial priority to draft a large viewer base
in order to generate maximum profit from sale of our advertising space. The CPMs
we will charge are also dependent on our members click through rates, and on the
individual  advertiser.

In  addition, our ability to target these ads will also potentially increase our
ability  to  generate  revenue in the future. In most instances, advertisers are
willing  to  spend  more for targeted ads than for an untargeted ad run. Because
the  Wisedriver  site is organized around different topics and functional areas,
we  anticipate the ability to serve specific types of ads on pages with matching
content.  For example the lawyer database section will most likely display legal
ads,  whereas  the  auto  shopping  section  may  include  some  auto  insurance
advertising  or  banks  offering  auto  loans.

                                      -10-
<PAGE>

                         OUR  BUSINESS  EXPANSION  STRATEGY

We  are  pursuing  strategic  relationships  to  increase  our access to on-line
consumers,  to  build  brand  name  recognition  and  to expand the products and
services  we provide to our on-line users. In addition to ongoing relationships,
we  are  pursuing,  or  intend  in  the  near  future to pursue, alliances with:

     -    Internet  access  and  service  providers;
     -    Internet  content  providers;
     -    web  site  development  companies;
     -    web  site  and  e-mail  hosting  companies;  and
     -    electronic  commerce  companies.

Future  possibilities  for  growth  and  generating  income  include  strategic
partnerships and/or acquisitions of other complimentary traffic infraction sites
and  businesses  like an online traffic school, or vertical integration into the
businesses  of  our  anticipated  partners (ie insurance, automobile publishing,
auto  retail, etc). While this growth through acquisition remains a core part of
our  future  strategy,  to  date,  we  have not entered into any partnerships or
acquisitions  of  this  type,  and  has not conducted discussions with potential
partners  or  target  companies.

From  a  content  standpoint,  WiseDriver.com  is considering branching off into
numerous  subclasses  of  driving.  Areas such as teen drivers, taxicabs, senior
citizen  drivers,  and foreign drivers are all being considered as unique enough
to validate expansion and specialized treatment on the site. To date, no content
expansion of this type has been executed, and will most likely occur as a phased
implementation  after  the official launch of the original Wisedriver website in
the  coming  months.

These  alliances are intended to increase our core user base, transaction volume
and  operational  efficiency  and to further enhance our brand name recognition.
We  cannot  assure you that we will be successful in forging these alliances and
accomplishing our intended expansions. Our success in this regard will depend on
locating  and  acquiring  financially  sound  companies  and  raising additional
financing  sufficient to meet the costs of such acquisitions. There may be legal
or licensing requirements that could adversely affect our ability to provide new
services.

                                   COMPETITION

The  market  for  Internet services and products is intensely competitive. Since
the Internet's commercialization in the early 1990's, the number of web sites on
the Internet competing for users' attention has proliferated with no substantial
barriers  to  entry.  We  expect  that  competition  will continue to intensify.
Potential  competition  derives  from  a  number of large Internet companies and
services  that have expertise in developing on-line commerce and in facilitating
Internet traffic, including America On-line, Microsoft and Yahoo!. Many of these
offer  the same free or paid services that we offer. These potential competitors
could  choose  to compete directly or indirectly through affiliations with other
electronic  commerce  companies,  including  direct  competitors.  Other  large
companies  with  strong brand recognition, technical expertise and experience in
Internet  commerce  could  also  seek  to  compete  in  this  marketplace.


                                      -11-
<PAGE>
There are several direct competitors in this industry, but we believe that there
is  enough  current  demand to support another entrant. The competitors include,
but  are  not  limited  to  the  following:  www.nolo.com,  www.motorists.org,
www.ticketassasin.com.

Many  sites  currently contain individual aspects we incorporate. However, there
does  not  appear  to  be  a comprehensive driver services site, free of charge,
which  is community oriented, generates personal ticket responses and offers the
full  range  of  related  services  like  Wisedriver.

In the future, we may encounter competition from other driver related sites that
are  still  in  the  process  of  constructing their websites, but are showing a
future  commitment to content and e-commerce for their business. Many of the our
competitors,  as  well  as  a  number  of  potential  new  competitors, may have
significantly  greater  financial,  technical  and  marketing  resources  than
Wisedriver.  There  can  be  no  assurance that our competitors will not develop
Internet  or  driver  products and services that are superior to our services or
that  achieve  greater  market  acceptance  than  our  offerings.

We  may also compete with online services and other website operators as well as
traditional  off-line  businesses  for a share of advertisers' total advertising
budgets.  There can be no assurance that we will be able to compete successfully
against  our  current  or future competitors or that competition will not have a
material  adverse  effect  on  our business, results of operations and financial
condition.  However,  we believe the significant pool of U.S. drivers and growth
of  Internet  use  creates  an  ideal  opportunity  to introduce a web site like
Wisedriver  offering  a comprehensive suite of value-added services for drivers.

                                      -12-
<PAGE>
A  number  of  our  competitors have significantly greater financial, technical,
marketing  and other resources. Some of our competitors also offer a wider range
of  services  and  financial products than us and have greater name recognition,
more  extensive  customer  bases and were first to the market. These competitors
may  be  able  to  respond  more  quickly  to  new  or  changing  opportunities,
technologies and customer requirements than us and may be able to undertake more
extensive  promotional  activities, offer more attractive terms to customers and
adopt  more aggressive pricing policies than us. Moreover, current and potential
competitors  have  established  or may establish cooperative relationships among
themselves  or  with  third parties or may consolidate to enhance their services
and products. We expect that new competitors or alliances among competitors will
emerge  and  may  acquire  significant  market  share.

                         GOVERNMENT  AND  STATE  REGULATION

Since  a portion of the site provides information of a legal nature to the user,
proper  disclaimers are selectively set up throughout the site. Before accessing
various  areas of Wisedriver.com, users will be required to agree to not form an
attorney/client  relationship  and  simply accept the information as examples of
scenarios  and  suggestions.  Admitted  counsel presents all the material on the
site  and  no  legal  advice  is  being  provided  to  the  user.

While  it  is  our  intention to educate our users on all aspects of the traffic
court  process  and  potentially  assist  with  overturning  a moving violations
summons,  we will make every possible attempt to communicate that the content of
the  site does not offer definitive legal advise, but rather educational content
that  must  be used in conjunction with the advice and assistance of a qualified
traffic  attorney.  We  plan on delivering this point extensively throughout our
site.

INTERNET  LAW

Traffic  infraction  and  automotive  sites  are not currently subject to direct
federal  laws  or  regulations  applicable to access, content or commerce on the
Internet.  However, due to the increasing popularity and use of the Internet, it
is possible that a number of laws and regulations may be adopted with respect to
the  Internet  covering  issues  such  as:

     -  user  privacy
     -  freedom  of  expression
     -  pricing
     -  content  and quality of products and services - taxation - advertising -
       intellectual  property  rights  -  information  security
                                      -13-
<PAGE>

The  adoption  of any such laws or regulations might decrease the rate of growth
of  Internet  use,  which  in  turn  could decrease the demand for our services,
increase  the  cost  of  doing  business or in some other manner have a material
adverse  effect  on  our business, financial condition and operating results. In
addition,  applicability  to the Internet of existing laws governing issues such
as  property  ownership,  copyrights  and  other  intellectual  property issues,
taxation,  libel, obscenity and personal privacy is uncertain. The vast majority
of  such  laws  were  adopted  prior  to  the advent of the Internet and related
technologies  and,  as a result, do not contemplate or address the unique issues
of  the  Internet  and  related  technologies.

EMPLOYEES

We  employ  one person on a part-time basis. We will employ additional people as
we  continue  to  implement  our  plan  of  operation. None of our employees are
covered  by  a  collective  bargaining  agreement,  and  we  believe  that  our
relationship  with  our  employees  is  satisfactory.

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

We  currently use office space at 405 Lexington Avenue, 47th Floor, New York, NY
10174.  The  primary  tenant  is  the  Atlas Group of Companies, LLC., a related
party,  owned  by  Michael  Farkas.

On  February  1,  2001,  the  Company  agreed  to  reimburse  The Atlas Group of
Companies,  LLC ("Atlas Group"), a related party, $2,000 per month for operation
and administrative expense.  Atlas Group is owned by Michael D. Farkas.  For the
year  ended  December  31,  2001,  the  expense  incurred  to this related party
amounted  to  $22,000.

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

The  Company  is  not  presently parties to any litigation, nor to the Company's
knowledge  and  belief  is  any  litigation  threatened  or  contemplated.

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

None.
                                      -14-
<PAGE>

                                     PART  II

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

On  June  6,  2002, there were 49 shareholders of record of the Company's common
stock.  The Company's common stock is currently not available for trading on any
nationally  recognized  exchange.

Dividends
---------

The  Company does not intends to retain future earnings to support the Company's
growth.  Any payment of cash dividends in the future will be dependent upon: the
amount  of  funds legally available therefore; the Company's earnings; financial
condition;  capital requirements; and other factors which the Board of Directors
deems  relevant.

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

The  following  plan of operation provides information which management believes
is  relevant to an assessment and understanding of our results of operations and
financial  condition.  The discussion should be read along with our consolidated
financial statements and notes thereto.  Wisedriver.Com, Inc. is a development -
stage company.  Because the Company has not generated any revenue, it intends to
report  its  plan  of  operation  below.

The following discussion and analysis contains forward-looking statements, which
involve  risks  and  uncertainties.  The  Company's  actual  results  may differ
significantly  from  the  results,  expectations  and  plans  discussed in these
forward-looking  statements.

The  Company's  operations  have been devoted primarily to developing a business
plan  and  raising  capital  for future operations and administrative functions.
The  Company  intends to grow through internal development, strategic alliances,
and  acquisitions  of existing businesses.  Because of uncertainties surrounding
its  development,  the Company anticipates incurring development stage losses in
the  foreseeable  future.  The  ability  of  the Company to achieve its business
objectives  is  contingent  upon its success in raising additional capital until
adequate  revenues  are  realized  from  operations.
                                   II-1
<PAGE>
YEARS  ENDED  DECEMBER  31,  2001  AND  2000

Development  stage  expenses  during  the  year  ended  December  31,  2001 were
($126,329)  as  compared  to  ($85,618)  for  the  year ended December 31, 2000.

Expenses during the year ended December 31, 2001 were primarily salary ($54,904)
and  office  expenses  ($24,000).  The  Company  also  accumulated  various
professional  fees  such  as  accounting ($14,733) and legal services ($18,182).
These  professional  fees  were  for  quarterly  regulatory  filings.

Expenses  for  the  year ended December 31, 2000 were primarily salary ($38,463)
and office expenses ($7,726).  The company also accumulated various professional
fees  such  as  accounting  ($4,500),  consulting  ($7,495)  and  legal services
($5,965).  These  professional  fees were for the Company's annual and quarterly
filings.

PERIOD  FROM  MARCH  16,  1999  (DATE  OF  INCEPTION)  THROUGH DECEMBER 31, 2001

Our  cumulative net losses since the inception are attributable to the fact that
we  have  not  derived  any  revenue  from  operations  to  offset  out business
development  expenses.

Development  stage  expenses since inception have amounted to ($215,873).  These
expenses  were  primarily  salary  ($93,367) and office expenses ($31,905) which
consisted  of  administrative  services.  The  Company  also accumulated various
professional  fees  such  as accounting ($22,233), consulting ($7,495) and legal
services ($31,905).  The fees were related to the Company's annual and quarterly
filings.

Liquidity  and  Capital  Resources

Despite  capital  contributions and loans from a related party, the company from
time  to time experienced, and continues to experience, cash flow shortages that
have  slowed  the  Company's  growth.

The  Company has primarily financed its activities from issuance of common stock
of  the  Company  and from a loan from Michael Farkas, the Company's founder.  A
significant  portion  of  the funds raised from the issuance of common stock and
loans  from  related  and  third  parties has been used to cover working capital
needs  such  as  office  expenses  and  various  consulting  and  legal  fees.

For  the  year ended December 31, 2001, we incurred a net loss of $127,671.  Our
accumulated  deficit  since the date of inception is $217,215.  Such accumulated
losses  have  resulted  primarily  from costs incurred in the development of the
website,  salary  and  various  professional  fees.

                                  II -2
<PAGE>
The  Company  continues  to experience cash flow shortages, and anticipates this
continuing  through the foreseeable future.  Management believes that additional
funding  will  be necessary in order for it to continue as a going concern.  The
Company  is investigating several forms of private debt and/or equity financing,
although  there  can  be  no  assurances  that the Company will be successful in
procuring such financing or that it will be available on terms acceptable to the
Company.

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

The  financial  statements of the Company, together with the report of auditors,
are  included  in  this  report  after  the  signature  pages.

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

The  Company's  accountant  is  Salibello & Broder, C.P.A. of New York City, New
York.  The  Company  does not presently intend to change accountants. At no time
has  there  been any disagreements with such accountants regarding any matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure.
                                      II-3

<PAGE>
                                    PART  III

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

The  directors  and  officers of the Company, as of June 10, 2002, are set forth
below.  The  directors  hold  office  for  their respective term and until their
successors  are  duly elected and qualified. Vacancies in the existing Board are
filled  by a majority vote of the remaining directors. The officers serve at the
will  of  the  Board  of  Directors.

                             With
                             Company
Name             Age         Since          Director/Position
---------------------------------------------------------------------

Joshua Berger     28       June 13, 2000    President and Chairman of the Board
Jamee  Kalimi     32       June 13, 2000    Secretary  and  Director



JOSHUA  BERGER  has  been our Chairman of the Board and President since June 13,
2000.  From  May  18, 1998 to June 13, 2000 Mr. Berger was a private attorney in
NYC  focusing on Traffic court and Immigration law. From February until June 13,
2000,  Mr.  Berger split his time between his own private office and the offices
of  Cyrus  B.  Adler  in  NYC.  Mr.  Berger  was  admitted  to  the NY State Bar
Association  in  May  1998.  From  August  1993  until  June of 1997, Mr. Berger
attended  New  York  Law  School.  On June 17, 2000, Mr. Berger was accused by a
former  colleague  and partner, Cyril B. Adler, of forgery for allegedly signing
Mr.  Adler's name to a $1,000 check, a class E felony. Mr. Berger has vehemently
denied the accusation and intends to vigorously defend the matter. No indictment
has been landed in the proceedings and on May 22, 2001, the matter was adjourned
by the Assistant District Attorney until September 16, 2001 and has subsequently
been  adjourned  on  several  occasions  by the Assistant District Attorney. Mr.
Berger anticipates  that  all  charges  will  be  dismissed  in their entirety.

JAMEE  KALIMI has been our Secretary since June 13, 2000. From 1998 to May 2002,
Ms. Kalimi was President and Director of i-Incubator.com, Inc. a publicly traded
company listed on the OTC Electronic Bulletin Board. (OTCBB:IINC). Ms. Kalimi is
currently  the  President  of  i-Carauction.com,  Inc.,  Schoolwurks,  Inc., and
i-Teleco.com, Inc. all of which were subsidiaries of i-Incubator.com, Inc. until
they  were  spun  off  on  January 19, 2001. Prior to working for us, she was an
assistant  to  the  President  of Atlas Equity Group, Inc. from February 1998 to
October  1998.  She  worked as a Real Estate Sales and Leasing Manager for Sclar
Realty  from  April 1996 to February 1998 and President of AvJam Communications,
Inc.  from  January  1994  to  April  1996.

                                      III-1
<PAGE>
All  officers  and  directors  listed above will remain in office until the next
annual  meeting  of  our stockholders, and until their successors have been duly
elected  and  qualified. There are no agreements with respect to the election of
Directors.  We  have  not  compensated our Directors for service on our Board of
Directors,  any  committee  thereof,  or  reimbursed  for  expenses incurred for
attendance  at  meetings  of  our Board of Directors and/or any committee of our
Board  of  Directors.  Officers are appointed annually by our Board of Directors
and  each  Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors' fees and reimburse Directors for expenses related to
their  activities.

None  of  our Officers and/or Directors have filed any bankruptcy petition, been
convicted  of  or been the subject of any criminal proceedings or the subject of
any  order,  judgment  or decree involving the violation of any state or federal
securities  laws  within  the  past  five  (5)  years.

Certain  Legal  Proceedings
-------------------------

Except  as  set  forth  above with regard to Joshua Berger, no director, nominee
for  director,  or  executive  officer of the Company has appeared as a party in
any  legal  proceeding  material  to  an  evaluation of his ability or integrity
during  the  past  five  years.

                                     III-2

<PAGE>

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

The  following  information  relates  to  compensation  received  by  the  Chief
Executive  Officer  of  the  Company in fiscal year ending December 31, 2001 and
December  31,  2000,  to  executive  officers who were serving as of fiscal year
ending  December  31,  2001 and December 31, 2000, whose salary and bonus during
fiscal  year  ending  December  31, 2001 exceeded $100,000. In 2001 and 2000, no
officer  received  compensation  in  excess  of  $100,000.

Summary  Compensation  Table
<TABLE>
<CAPTION>

                          ANNUAL  COMPENSATION                LONG TERM COMPENSATION

                                                                         RESTRICTED  SECURITIES
NAME  AND  PRINCIPAL  FISCAL                           OTHER  ANNUAL     STOCK       UNDERLYING OPTIONS     ALL  OTHER
POSITION              YEAR        SALARY      BONUS    COMPENSATION      AWARDS      (NO.  OF  SHARES)      COMPENSATION
-------------------- ---------  -----------  -------  --------------  -------------  -------------------  --------------
<S>                   <C>          <C>         <C>           <C>         <C>               <C>              <C>
Joshua  Berger        2001       $54,903.84     0             0           0                 0              $     0
President             2000        38,461.50     0             0           0                 0                    0

Jamee Kalimi          2001       $        0     0             0           0                 0                    0
Secretary             2000                0     0             0           0                 0                    0

</TABLE>


Employment  Agreements.  No  officer  or  director  is  currently  party  to  an
employment  contract  or  has been provided a future benefit to be received upon
separation  from  service  with  the  Company.

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

The  following  table  sets  forth  as of June 6, 2002, information with respect
to  the  beneficial  ownership  of the Company's Common Stock by (i) each person
known  by  the  Company  to own beneficially 5% or more of such stock, (ii) each
Director  of  the Company who owns any Common Stock, and (iii) all Directors and
Officers  as  a  group, together with their percentage of beneficial holdings of
the  outstanding  shares.

                                     III-3

<PAGE>
<TABLE>
<CAPTION>

NAME  AND  ADDRESS  OF                 AMOUNT  AND  NATURE  OF      PERCENT OF
BENEFICIAL  OWNER  (1)                 BENEFICIAL  OWNERSHIP        OUTSTANDING
SHARES
--------------------                   ------------------------    ------------
5%  STOCKHOLDERS
<S>                                              <C>                      <C>
Michael  D.  Farkas  (2)                        6,500,000                82.09%
294  South  Coconut  Lane
Miami  Beach,  FL  33139

Joshua  Berger                                    450,000                 5.68%
2294  Norstrand  Avenue
Brooklyn,  NY  11210

DIRECTORS  AND  NAMED  EXECUTIVE
OFFICERS

Joshua  Berger                                    450,000                 5.68%
2294  Norstrand  Avenue
Brooklyn,  NY  11210

Jamee  Kalimi                                       2,438                  .03%
3314  Oak  Drive
Hollywood,  Florida  33021

All  directors  and  executive                    452,438                 5.64%
officers  as  a  group  (2  persons)
</TABLE>

(1) Under the rules of the SEC, a person is deemed to be the beneficial owner of
a  security  if such person has or shares the power to vote or direct the voting
of  such  security  or  the  power  to dispose or direct the disposition of such
security.  A person is also deemed to be a beneficial owner of any securities if
that  person has the right to acquire beneficial ownership within 60 days of the
date  hereof.  Unless  otherwise  indicated  by  footnote, the named entities or
individuals  have sole voting and investment power with respect to the shares of
common  stock  beneficially  owned.

                                     III-4
<PAGE>

(2)  Michael  D.  Farkas  is the sole officer, director and shareholder of Atlas
Equity  Group,  Inc

(3) This table is based upon information obtained from our stock records. Unless
otherwise indicated in the footnotes to the above table and subject to community
property  laws  where  applicable, we believe that each shareholder named in the
above  table  has sole or shared voting and investment power with respect to the
shares  indicated  as  beneficially  owned.

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

We  currently use office space at 405 Lexington Avenue, 47th Floor, New York, NY
10174.  The  primary  tenant  is  the  Atlas Group of Companies, LLC., a related
party,  owned  by  Michael  Farkas.

From  July  2000  to November 2000, we agreed to reimburse Wealthhound.com, Inc.
$1,500 per month (on a month-to-month basis) which increased to $2,000 per month
in  December 2000, for administrative services and other operating expenses such
as  secretarial  services,  copying, office supplies, delivery service, couriers
and  telephone  usage.  Michael  D.  Farkas  is  the  Chairman  and  C.E.O.  of
Wealthhound,  Inc. and is its largest and majority beneficial shareholder. As of
February  1,  2001, this agreement ceased. For the years ended December 31, 2001
and  2000,  the  expense  incurred  to this related party amounted to $2,000 and
$9,500,  respectively.

In  September  2000,  the  Company engaged Envitro.Com Inc., a related party, to
develop  and  design the  website.  The  Company  paid  a  total  of $35,000 to
Envitro.Com, Inc.  in  connection  with  these  services. Envitro.com, Inc. is a
wholly  owned  subsidiary  of  Wealthhound.com,  Inc.  Michael  D.  Farkas,  our
principal  shareholder  is  the  principal  shareholder of Wealthhound.com, Inc.

In  September  2000,  the  Company  engaged  OSRS Communications Inc., a related
party,  to  provide  web-hosting services for the website.  The Company pays $35
per  month in connection with these services.  For both years ended December 31,
2000  and  2001,  the  expense  amounted  to  $420.



                                     III-5
<PAGE>

On  February  1,  2001,  the  Company  agreed  to  reimburse  The Atlas Group of
Companies,  LLC ("Atlas Group"), a related party, $2,000 per month for operation
and administrative expense.  Atlas Group is owned by Michael D. Farkas.  For the
year  ended  December  31,  2001,  the  expense  incurred  to this related party
amounted  to  $22,000.

As  of  December  31, 2001, notes payable to Atlas Equity Group, Inc., a related
party, aggregated to $23,800. Atlas Equity's sole shareholder, Michael D. Farkas
is  our  principal  shareholder.

Such  related party transactions were on terms that were not more favorable than
if  agreed  upon  by  a  third  party  in  an  arms  length  transaction.

Our  management  is 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  our business and their other business interests. We have not and do not
intend in the future to formulate a policy for the resolution of such conflicts.

                                     III-6

<PAGE>
                                     PART  IV

Item  13.  Exhibits  and  Reports  on  Form  10-KSB
---------------------------------------------------

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

1.   Financial  statements;  see  index  to  financial  statement  and schedules
     immediately  following  the  signature  pages  of  this  report.

2.   Exhibits:

The following exhibits are filed with this Form 10-KSB and are identified by the
numbers  indicated:  see  index  to  exhibits  immediately  following  financial
statements  and  schedules  of  this  report.

3(i)      Certificate  of  Incorporation,  as  amended  (1)

3.2       Bylaws,  as  amended  (1)

(1)       Incorporated  by  reference  to  the  Registrant's
          Form  SB-2,  filed  on  June  20,  2001
          (SEC  File  No.  (333-63460).

(b)       Reports  on  Form  8-K
          We did not file any reports on Form 8-K for the quarter ended December
          31, 2001.

                                      IV-1

<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 its
behalf  by  the  undersigned,  there  unto  duly  authorized.

                             WISEDRIVER.COM,  INC.


                             By
                               ----------------------------
                                 JOSHUA  BERGER
                                 President


Dated:  June  6,  2002

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.

Name                       Title                            Date
                           President                        June  6, 2002

--------------------
   Joshua  Berger

/s/                        Secretary  and  Treasurer         June 6, 2002
--------------------
    Jamee  Kalimi

                                     IV -2

<PAGE>

                      WISEDRIVER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)



                        CONSOLIDATED FINANCIAL STATEMENTS
                as of AND FOR THE YEARS ENDED DECEMBER 31, 2001
                   AND 2000 AND FOR THE PERIOD MARCH 16, 1999
                  (DATE OF INCEPTION) THROUGH DECEMBER 31, 2001
<PAGE>

WISEDRIVER.COM,  INC.  AND  SUBSIDIARY
(A  DEVELOPMENT  STAGE  COMPANY)

TABLE  OF  CONTENTS
-------------------



                                                   PAGE(S)


INDEPENDENT  AUDITORS'  REPORT                       1

CONSOLIDATED  FINANCIAL  STATEMENTS  as  of AND
FOR THE YEARS ENDED DECEMBER 31, 2001  AND  2000
AND  FOR  THE PERIOD MARCH 16, 1999 (DATE OF INCEPTION)
THROUGH DECEMBER  31,  2001


Consolidated  balance  sheets                        2

Consolidated  statements  of  operations             3

Consolidated  statements  of  changes  in
  stockholders'  equity (deficit)                    4

Consolidated  statements  of  cash  flows           5-6

Notes  to  consolidated  financial  statements      7-12



<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To  the  Stockholders  and
Board  of  Directors
Wisedriver.com,  Inc.  and  subsidiary
(A  Development  Stage  Company)
Miami,  Florida

We  have audited the accompanying consolidated balance sheets of Wisedriver.com,
Inc.  and subsidiary (the "Company", a development stage company) as of December
31, 2001 and 2000 and the related consolidated statements of operations, changes
in  stockholders'  equity  (deficit) and cash flows for the years then ended and
for  the  period  March  16, 1999 (date of inception) through December 31, 2001.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material respects, the financial position of the Company as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for  the  years then ended and for the period March 16, 1999 (date of inception)
through  December  31,  2001, in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As discussed in Note 10 to the financial
statements,  the  Company  is a development stage company.  The realization of a
major  portion  of  its  assets is dependent upon its ability to meet its future
financing  requirements,  and  the  success of future operations.  These factors
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern.  The  financial  statements  do  not include any adjustments that might
result  from  this  uncertainty.


Salibello  &  Broder  LLP
New  York,  NY
May  30,  2002
                                      -1-
<PAGE>

WISEDRIVER.COM,  INC.  AND  SUBSIDIARY
(A  DEVELOPMENT  STAGE  COMPANY)

CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------------------


<TABLE>
<CAPTION>


                                                           DECEMBER 31,
                                                         2001       2000
                                                      ----------  ---------
<S>                                                       <C>         <C>
ASSETS

 Cash                                                 $      44   $ 41,297
 Prepaid expenses                                             0      3,500
 Other receivables                                           50        100
                                                      ----------  ---------

 Total current assets                                        94     44,897

WEBSITE-NET OF ACCUMULATED AMORTIZATION                  16,920     21,240
                                                      ----------  ---------

  TOTAL ASSETS                                        $  17,014   $ 66,137
                                                      ==========  =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:

Accounts payable and accrued expenses                 $  65,184   $ 10,436
Notes payable - related party                            23,800          0
                                                      ----------  ---------

Total current liabilities                                88,984     10,436
                                                      ----------  ---------

STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock, par value $.0001 per share;
   250,000,000 shares authorized; 7,918,300 shares
   issued and outstanding at 2001 and 2000                  792        792
Additional paid-in capital                              144,453    144,453
Deficit accumulated during the development stage       (217,215)   (89,544)
                                                      ----------  ---------

 Total stockholders' equity (deficit)                   (71,970)    55,701
                                                      ----------  ---------

TOTAL LIABILITIES AND STOCKHOLDERS
   EQUITY (DEFICIT)                                   $  17,014   $ 66,137
                                                      ==========  =========

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

                                      -2-
</TABLE>
<PAGE>

WISEDRIVER.COM,  INC.  AND  SUBSIDIARY
(A  DEVELOPMENT  STAGE  COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                FOR THE PERIOD
                                                        FOR THE YEARS ENDED     MARCH 16, 1999
                                                            DECEMBER 31,       (DATE OF INCEPTION) TO
                                                         2001         2000      DECEMBER 31, 2001
                                                      -----------  -----------  -----------------

DEVELOPMENT STAGE REVENUES                                  $  0        $   0    $        0
                                                      -----------  -----------  -----------------
<S>                                                        <C>          <C>           <C>
DEVELOPMENT STAGE EXPENSES
  Accounting fees                                         14,733        4,500        22,233
  Amortization expense                                     4,320          360         4,680
  Bank charges                                               172          161           453
  Consulting fees                                              0        7,495         7,495
  Corporate fees                                           3,223          223         4,073
  Legal fees                                              18,182        5,965        24,147
  License and taxes                                        1,257        1,834         3,091
  Office expenses                                         24,000        7,726        31,905
  On-line services                                           420          140           560
  Payroll                                                 54,904       38,463        93,367
  Payroll tax expense                                      4,596        3,357         7,953
  Postage                                                    207          177           384
  Printing                                                   315            0           315
  Rent                                                         0        1,817         1,817
  Website & development fees                                   0       13,400        13,400
                                                      -----------  -----------  -----------------

TOTAL DEVELOPMENT STAGE EXPENSES                         126,329       85,618       215,873
                                                      -----------  -----------  -----------------

Loss from operations                                    (126,329)     (85,618)     (215,873)
Interest expense                                           1,342            0         1,342
                                                      -----------  -----------  -----------------

NET LOSS                                              $ (127,671)  $  (85,618)   $ (217,215)
                                                      ===========  ===========  =================

NET LOSS PER COMMON SHARE
  Basic                                               $    (0.02)  $    (0.01)
                                                      ===========  ===========

  Diluted                                             $    (0.02)  $    (0.01)
                                                      ===========  ===========

Weighted-average number of common shares outstanding   7,918,300    6,815,695
                                                      ===========  ===========

</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                   statements

                                      -3-

<PAGE>

WISEDRIVER.COM,  INC.  AND  SUBSIDIARY
(A  DEVELOPMENT  STAGE  COMPANY)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
-------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                  DEFICIT
                                                                                 ACCUMULATED
                                                                      ADDITIONAL  DURING THE
                                                     COMMON STOCK      PAID-IN   DEVELOPMENT
                                                   SHARES    AMOUNT    CAPITAL     STAGE       TOTAL
                                                  ---------  -------  ---------  ----------  ----------
<S>                                                 <C>        <C>       <C>        <C>         <C>
Balance, March 16, 1999 (date of inception)               0  $     0  $      0   $       0   $       0

Restricted common stock issued to related
  parties for consulting fees                         1,000        0         0           0           0

Loss for the period March 16, 1999 (date of
  inception) through December 31, 1999                    0        0         0      (3,926)     (3,926)
                                                  ---------  -------  ---------  ----------  ----------

Balance, December 31, 1999                            1,000        0         0      (3,926)     (3,926)

June 14, 2000.  Forward stock split 6,500 to 1    6,499,000      650      (650)          0           0

Restricted common stock issued for consulting
  services                                           49,967        5     7,490           0       7,495

Restricted common stock issued to acquire
  Wisedriver.com LLC                                450,000       45       (45)          0           0

Common stock issued to third parties in private
  offering                                          918,333       92   137,658           0     137,750

Loss for the year ended December 31, 2000                 0        0         0     (85,618)    (85,618)
                                                  ---------  -------  ---------  ----------  ----------

Balance, December 31, 2000                        7,918,300      792   144,453     (89,544)     55,701

Loss  for the year ended December 31, 2001                0        0         0    (127,671)   (127,671)
                                                  ---------  -------  ---------  ----------  ----------

Balance, December 31, 2001                        7,918,300  $   792  $144,453   $(217,215)  $ (71,970)
                                                  =========  =======  =========  ==========  ==========


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

                                      -4-

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WISEDRIVER.COM,  INC.  AND  SUBSIDIARY
(A  DEVELOPMENT  STAGE  COMPANY)

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
------------------------------------------

                                                                                                          FOR THE PERIOD
                                                                                      YEARS ENDED         MARCH 16, 1999
                                                                                      DECEMBER 31,        (INCEPTION) TO
                                                                                    2001       2000      DECEMBER 31, 2001
                                                                                 ----------  ---------  -------------------
<S>                                                                              <C>         <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Deficit accumulated during the development stage                             $(127,671)  $(85,618)  $         (217,215)
    Adjustments to reconcile net loss to net cash used in operating activities:
        Amortization                                                                 4,320        360                4,680
        Stock issued for consulting services                                             0      7,495                7,495
        Changes in assets and liabilities:
          Decrease (increase) in other receivables                                      50       (100)                 (50)
          Decrease (increase) in prepaid expenses                                    3,500     (3,500)                   0
          Increase in accounts payable and accrued expenses                         54,748      6,236               65,184
                                                                                 ----------  ---------  -------------------

               Net cash used in operating activities                               (65,053)   (75,127)            (139,906)
                                                                                 ----------  ---------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Increase in intangible asset - Website cost                                        0    (21,600)             (21,600)
                                                                                 ----------  ---------  -------------------

               Net cash used in investing activities                                     0    (21,600)             (21,600)
                                                                                 ----------  ---------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from issuance of common stock                                             0    137,750              137,750
      Proceeds of notes payable - related party                                     23,800          0               23,800
                                                                                 ----------  ---------  -------------------

               Net cash provided by financing activities                            23,800    137,750              161,550
                                                                                 ----------  ---------  -------------------

(Decrease) increase in cash                                                        (41,253)    41,023                   44
                                                                                 ==========  =========  ===================

Cash, beginning of year                                                             41,297        274                    0
                                                                                 ==========  =========  ===================

Cash, end of year                                                                $      44   $ 41,297   $               44
                                                                                 ==========  =========  ===================

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
</TABLE>

                                      -5-
<PAGE>


WISEDRIVER.COM,  INC.  AND  SUBSIDIARY
(A  DEVELOPMENT  STAGE  COMPANY)

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (CONTINUED)
------------------------------------------------------


SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOW  INFORMATION:

During  the years ended December 31, 2001 and 2000 and the period March 16, 1999
(date  of  inception)  through  December  31,  2001  the Company did not pay any
interest.

During  the years ended December 31, 2001 and 2000 and the period March 16, 1999
(date  of inception) through December 31, 2001, the Company paid franchise taxes
amounting  to  $925,  $0  and  $925,  respectively.

SUPPLEMENTAL  SCHEDULE  OF  NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES:

The  Company  entered  into  the  following  non-cash  transactions:

On March 26, 1999, the Company issued 1,000 shares to its founder for consulting
services  valued  at  $0.10  (see  note  9).

On  June  30, 2000, the Company issued 450,000 shares of restricted common stock
and  an  option to purchase 450,000 shares in connection with the acquisition of
an  80% interest in Wisedriver.com LLC.  This transaction was valued at $45 (see
note  9).

On  June  15,  2000,  the  Company  issued  49,967 of restricted common stock to
individuals  for  consulting  and  legal services valued at $7,495 (see note 9).



    The accompanying notes are an integral part of these consolidated financial
                                   statements.
                                      - 6 -

<PAGE>
WISEDRIVER.COM,  INC.  AND  SUBSIDIARY
(A  DEVELOPMENT  STAGE  COMPANY)

NOTES  TO  FINANCIAL  STATEMENTS

1.     ORGANIZATION

WiseDriver.com,  Inc.,  initially incorporated in the State of Delaware as Shell
Corporations.com  on March 16, 1999, changed its name on April 13, 2000 to Atlas
Ventures  XV  and  on  June  14,  2000, changed its name to WiseDriver.com, Inc.
("Wisedriver").  Wisedriver's  primary  objective  is  to  design and develop an
internet  web  site  to  provide  the  user with information relating to traffic
violations and intends to grow through internal development, strategic alliances
and  acquisitions  of existing business.  On June 30, 2000, Wisedriver purchased
an  80%  interest  in  WiseDriver,  LLC,  a  New York Limited Liability Company.
Wisedriver,  LLC  was  incorporated  in  the state of New York on March 8, 2000.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

BASIS  OF  PRESENTATION

The  consolidated  financial statements of the Company have been prepared on the
accrual  basis  of  accounting.  A  summary  of  the  major  accounting policies
incorporated  in  the  preparation  of  the  accompanying consolidated financial
statements,  which  conform  to  generally  accepted  accounting  principles, is
presented  below.

PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial  statements include the accounts of WiseDriver.com,
Inc.  and its subsidiary WiseDriver, LLC.  All significant intercompany balances
and  transactions  have  been  eliminated  in  consolidation.

USE  OF  ESTIMATES

The  preparation  of  consolidated  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
disclosures  of  contingent  assets  and  liabilities  as  of  the  date  of the
consolidated  financial  statements  and  reporting period.  Accordingly, actual
results  could  differ  from  those  estimates.

CASH  AND  CASH  EQUIVALENTS

For  purposes  of  reporting cash flows, the Company considers all highly liquid
investments  purchased  with  an original maturity of three months or less to be
cash  equivalents.

CARRYING  VALUES

The  Company  reviews  the  carrying  values  of its long-lived and identifiable
intangible  assets  for  possible  impairment.  Whenever  events  or  changes in
circumstances  indicate  that  the  carrying  amount  of  assets  may  not  be
recoverable, the Company will reduce the carrying value of the assets and charge
operations  in  the  period  the  impairment  occurs.

INCOME  TAXES

The  Company  utilizes  Statement  of  Financial  Standards  ("SFAS")  No.  109,
"Accounting  for  Income  Taxes", which requires the recognition of deferred tax
assets  and  liabilities for the expected future tax consequences of events that
have  been  included  in  consolidated  financial  statements  or  tax  returns.
                                      -7-
<PAGE>
WISEDRIVER.COM,  INC.  AND  SUBSIDIARY
(A  DEVELOPMENT  STAGE  COMPANY)

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
----------------------------------------------

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Under this method, deferred income taxes are recognized for the tax consequences
in  future years for differences between the tax basis of assets and liabilities
and their financial reporting amounts at the end of each period based on enacted
tax  laws  and  statutory  tax  rates  applicable  to  the  periods in which the
differences  are  expected  to  affect taxable income.  Valuation allowances are
established  when necessary to reduce deferred tax assets to the amount expected
to  be  realized.  The  accompanying  consolidated  financial statements have no
provisions  for  deferred  tax  assets  or  liabilities.

STOCK  COMPENSATION

Stock-based  compensation  is  recognized  using  the  intrinsic  value  method
prescribed in Accounting Principles Board ("APB") Opinion No. 25, Accounting for
Stock  Issued  to  Employees,  and  related  interpretations.  Accordingly,
compensation expense for stock options is measured as the excess, if any, of the
fair  value  of  the Company's stock at the date of the grant over the amount an
employee  must  pay  to  acquire  the  stock which is amortized over the vesting
period.  The  Company  has  adopted  the  disclosure provisions of SFAS No. 123,
Accounting  for Stock-Based Compensation, which requires the Company to disclose
the  pro forma effects on earnings and earnings per share as if SFAS No. 123 had
been  adopted.

NET  LOSS  PER  SHARE

The Company has adopted SFAS No. 128 "Earnings Per Share".  Basic loss per share
is  computed  by  dividing  the  loss  available  to  common shareholders by the
weighted-average number of common shares outstanding.  Diluted loss per share is
computed  in  a  manner  similar  to  the  basic loss per share, except that the
weighted-average number of shares outstanding is increased to include all common
shares,  including  those with the potential to be issued by virtue of warrants,
options,  convertible  debt  and  other  such  convertible  instruments.

Diluted  earnings  per share contemplates a complete conversion to common shares
of  all convertible instruments only if they are dilutive in nature with regards
to  earnings  per  share.  Since  the  Company  has  incurred net losses for all
periods,  and  since  there are no convertible instruments, basic loss per share
and  diluted  loss  per  share  are  the  same.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

SFAS  No.  107  "Disclosures about Fair Value of Financial Instruments" requires
the  disclosure  of  the  fair  value  of  financial instruments.  The Company's
management,  using available market information and other valuation methods, has
determined  the estimated fair value amounts.  However, considerable judgment is
required  to  interpret  market  data  in  developing  estimates  of fair value.
Accordingly,  the  estimates  presented herein are not necessarily indicative of
the  amounts  the  Company  could  realize  in  a  current  market  exchange.

3.     RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS

In  June  2001,  the  Financial  Accounting  Standards Board issued SFAS No.141,
"Business  Combinations"  which  supersedes  APB  Opinion  No.16  "Business
Combinations"  and  FASB  Statement  No.  38,  "Accounting  for  Preacquisition
Contingencies  of Purchased Enterprises.  All business combinations in the scope
of  this  Statement  are  to  be  accounted  for using one method - the purchase
method.  The  requirements  of  FASB  141  do  not have a material effect on our
consolidated  financial  statements  and  related  disclosures.

                                      -8-
<PAGE>
WISEDRIVER.COM,  INC.  AND  SUBSIDIARY
(A  DEVELOPMENT  STAGE  COMPANY)

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
----------------------------------------------

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS  (CONTINUED)

In  June  2001,  the  Financial  Accounting  Standards Board issued SFAS No. 142
"Goodwill  and  Other  Intangible  Assets"  which  supersedes APB Opinion No.17,
"Intangible  Assets".  The  Statement  addresses  how intangible assets that are
acquired individually or with a group of other assets should be accounted for in
financial  statements upon their acquisition.  This Statement also addresses how
goodwill  and  other  intangible  assets should be accounted for after they have
been initially recognized in the financial statements.  The requirements of FASB
142  do  not have a material effect on our consolidated financial statements and
related  disclosures.

In  June  2001,  the  Financial  Accounting  Standards Board issued SFAS No. 143
"Accounting  for Asset Retirement Obligations" which amends FASB Statement No.19
"Financial  Accounting  and  Reporting by Oil and Gas Producing Companies".  The
Statement  addresses  financial  accounting  and  reporting  for  obligations
associated  with the retirement of tangible long-lived assets and the associated
asset  retirement  costs.  The  requirements  of FASB 143 do not have a material
effect  on  our  consolidated  financial  statements  and  related  disclosures.

In  August  2001,  the  Financial Accounting Standards Board issued SFAS No. 144
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived  Assets"  which
supersedes  FASB  Statement No. 121 "Accounting for the Impairment of Long-Lived
Assets  to  be  Disposed  of",  APB  Opinion  No.  30,  Reporting the Results of
Operations-Reporting  the  Effects  of  Disposal of a Segment of a Business, and
Extraordinary,  Unusual  and  Infrequently  Occurring  Events and Transactions".
This  Statement also amends ARB No. 51 "Consolidated Financial Statements".  The
Statement  addresses the accounting for a segment of a business accounted for as
a  discontinued  operation.  Also,  it established a single accounting model for
long-lived assets to be disposed of by sale. The requirements of FASB 143 do not
have  a  material  effect  on  our consolidated financial statements and related
disclosures.

4.     INTANGIBLE  ASSET  -  WEBSITE

Website costs have been capitalized pursuant to EITF 00-2.  The Website is being
amortized  on  the straight-line basis over a period of 60 months.  The planning
and  maintenance  costs  associated  with  the  Website  have  been  expensed as
incurred.  The  Company reviews assets for impairment whenever events or changes
in  circumstances  indicate  the  carrying  value  of  the  asset  may  not  be
recoverable.  A determination of impairment if any is made based on estimates of
undiscounted  future  cash  flows.  There  have  been  no asset impairments from
inception  March  16,  1999.

The  Website  and  related  amortization  consisted  of  the  following:


                                                DECEMBER 31,
                                           2001              2000
                                      ------------       ------------
  Website                             $   21,600          $   21,600
  Less: Accumulated amortization          (4,680)               (360)
                                      ------------       ------------

  Total website                       $   16,920          $   21,240
                                      ============       ============




Amortization  expense for the years ended December 31, 2001 and 2000 were $4,320
and  $360,  respectively,  and  $4,680  for  the  period March 16, 1999 (date of
inception)  to  December  31,  2001.

                                      -9-
<PAGE>
WISEDRIVER.COM,  INC.  AND  SUBSIDIARY
(A  DEVELOPMENT  STAGE  COMPANY)

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
----------------------------------------------

ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses  consisted  of  the  following:
<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                              2001     2000
                                             -------  -------
<S>                                          <C>      <C>
Accounts payable                             $57,842  $ 2,936
Accrued expenses                               6,000    7,500
Accrued interest                               1,342        0
                                             -------  -------

Total accounts payable and accrued expenses  $65,184  $10,436
                                             =======  =======
</TABLE>

6.     INCOME  TAXES

No  provisions for income taxes have been made because the Company has sustained
cumulative  losses  since  the commencement of operations on March 16, 1999.  At
December  31,  2001  and  2000, the Company had net operating loss carryforwards
("NOL's")  of  approximately  $15,000  and  $13,000,  respectively, available to
reduce  future  taxable  income  which will expire principally in 2021 and 2020,
respectively.  In  addition,  at  December  31,  2001  and 2000, the Company had
certain  temporary  differences  totaling  approximately  $202,000  and $77,000,
respectively,  which  will  be  available  to  offset  future  income.

In  accordance  with  SFAS  No.  109, the Company has computed the components or
deferred  income  taxes  as  follows:
<TABLE>
<CAPTION>

                                                       DECEMBER 31,
                                                      2001       2000
                                                    ---------  ---------
<S>                                                 <C>        <C>
Deferred tax assets:
Expenses not currently deductible - start up costs  $ 80,000   $ 30,370
Net operating loss carryforwards                       6,000      5,000
                                                    ---------  ---------

Total deferred tax assets                             86,000     35,370
Valuation allowance                                  (86,000)   (35,370)
                                                    ---------  ---------

Deferred tax asset, net                             $      0   $      0
                                                    =========  =========

</TABLE>
For  the  years ended December 31, 2001 and 2000, valuation allowances have been
provided  as  realization  of  the  deferred  tax  benefit  is  not  likely.

The  effective  tax rate varies from the U.S. Federal statutory tax rate for the
years  ended  December  31, 2001 and 2000 and the period March 16, 1999 (date of
inception)  through  December  31,  2001  principally  due  to  the  following:


U.S.  statutory  tax  rate     34.0   %
State and local taxes           5.5
Valuation allowance           (39.5)
                             -----------

Effective  rate                 0.0   %
                             ===========


                                      -10-
<PAGE>
WISEDRIVER.COM,  INC.  AND  SUBSIDIARY
(A  DEVELOPMENT  STAGE  COMPANY)

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
----------------------------------------------

7.     NOTES  PAYABLE

As  of  December 31, 2001 and 2000, notes payable to Atlas Equity Group, Inc., a
related  party,  aggregated  to  $23,800  and $0, respectively.  These notes are
short-term borrowings with maturities of one year or less at an interest rate of
10%  per  annum.

8.     STOCK  OPTIONS

On  June  30,  2000, the Company purchased an 80% interest of Wisdriver.Com, LLC
for 450,000 shares of restricted common stock and 450,000 options of the Company
at  $.50  per  share.  These  options  will  be  granted  to  the  president  of
Wisedriver.Com,  LLC.  The  contractual  life  of  the  options is determined on
certain  conditions  and  will become exercisable when these conditions are met.
The  initial  150,000  shares  shall vest upon the launching of Wisedriver.com's
Website.  An  additional  150,000  shares  will  vest  upon  the  completion  of
Wisedriver.com  Website.  The  final 150,000 shares will vest upon completion of
the  Optionee's employment agreement with the Company.  As of December 31, 2001,
only  the  initial  150,000  shares  became  vested  and  exercisable  under the
conditions  in  Joshua  Berger's  stock  option  agreement.

9.     STOCKHOLDERS'  EQUITY

On  March  26, 1999, the Company issued 1,000 common shares to Michael D. Farkas
(Former  President,  Treasurer,  Secretary),  in  consideration  for  management
services  valued  at  $0.10.  Michael  Farkas  is  deemed  to  be  a founder and
affiliate  of  the  Company.

On  April  12,  2000,  the  Company  resolved  to  change  the  amount of shares
authorized  to  issue  from  2,000 to 250,000,000 with a par value of $.0001 per
share.

On  June  14,  2000, Wisedriver approved a 6,500 to 1 forward stock split of its
common  stock,  $.0001  par  value.  Immediately  following  the  split, Michael
Farkas,  the  founder  of  the  Company  owned  6,500,000  common  shares.

On  June  15,  2000,  the  Company  authorized  the issuance of 49,967 shares of
restricted  common  stock  to  several  individuals  for service rendered to the
Company.  This  transaction  was  valued  at  $7,495.

On  June  30,  2000, Wisedriver entered into an Interest Purchase Agreement with
Wisedriver.com  LLC  in  which Wisedriver will receive 80% of Wisedriver.com LLC
for 450,000 shares of restricted common stocks and an option to purchase 450,000
shares,  subject to terms of the agreement, at $.50 per share and a presidential
position  in  the  Company.  This  transaction  was  valued  at  $45.

On  July  17,  2000,  the  Company entered into a private offering of securities
pursuant  to  Regulation D, Rule 504, promulgated by the Securities Act of 1933.
Common  stock  was  offered  to accredited and non-accredited investors for cash
consideration  of $.15 per share.  918,333 shares were issued to 39 unaffiliated
investors.  That  offering  is  now  closed.

10.     DEVELOPMENT  STAGE  OPERATIONS  AND  GOING  CONCERN  MATTERS

The Company's initial activities have been devoted to developing a business plan
and  website,  and  raising  capital  for  future  operations and administrative
functions.

The ability of the Company to achieve its business objectives is contingent upon
its  success  in raising additional capital until adequate revenues are realized
from  operations.

                                      -11-
<PAGE>
WISEDRIVER.COM,  INC.  AND  SUBSIDIARY
(A  DEVELOPMENT  STAGE  COMPANY)

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
----------------------------------------------

10.     DEVELOPMENT  STAGE  OPERATIONS  AND  GOING  CONCERN  MATTERS (CONTINUED)

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities  in the normal course of business.  As shown in the consolidated
financial  statements,  development  stage  losses  from March 16, 1999 (date of
inception) through December 31, 2001 aggregated to $217,215.  The Company's cash
flow  requirements  during this period have been met by contributions of capital
and  debt  financing.  No assurance can be given that these sources of financing
will continue to be available.  If the Company is unable to generate profits, or
unable  to obtain additional funds for its working capital needs, it may have to
cease  operations.

The consolidated financial statements do not include any adjustments relating to
the  recoverability  and  classification  of assets or liabilities that might be
necessary  should  the  company  be  unable  to  continue  as  a  going concern.

11.     RELATED  PARTY  TRANSACTIONS

In  July  2000,  the  Company  agreed  to reimburse Wealthhound, Inc., a related
party,  $1,500  per  month  (which was increased to $2,000 per month in December
2000)  for operating, administrative and rent expense.  Michael D. Farkas is the
Chairman  and  C.E.O.  of  Wealthhound,  Inc.  and  is  its largest and majority
beneficial shareholder.  As of February 1, 2001, this agreement ceased.  For the
years  ended  December  31,  2001 and 2000, the expense incurred to this related
party  amounted  to  $2,000  and  $9,500,  respectively.

In  September  2000,  the  Company engaged Envitro.Com Inc., a related party, to
develop  and  design  its  website.  The  Company  paid  a  total  of $35,000 to
Envitro.Com  Inc.  in  connection  with  these  services.

In  September  2000,  the  Company  engaged  OSRS Communications Inc., a related
party,  to  provide  web-hosting services for the website.  The Company pays $35
per  month in connection with these services.  For both years ended December 31,
2000  and  2001,  the  expense  amounted  to  $420.

On  February  1,  2001,  the  Company  agreed  to  reimburse  The Atlas Group of
Companies,  LLC ("Atlas Group"), a related party, $2,000 per month for operation
and administrative expense.  Atlas Group is owned by Michael D. Farkas.  For the
year  ended  December  31,  2001,  the  expense  incurred  to this related party
amounted  to  $22,000.


                                      -12-

<PAGE>