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, 2003

[ ]     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)

           1691 Michigan Avenue, Suite 425, Miami Beach, Florida    33139
               (Address of principal executive offices)           (Zip Code)

                                  (305) 538-7840
              (Registrant's telephone number, including area code)

              405 Lexington Avenue, 47th Floor, New York, NY 10174
              (Former name, former address and former fiscal year,
                          if changed since last report)


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 [ ]    No [X]

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.( )


<PAGE>

Revenues for year ended December 31, 2003: $0

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of December 31, 2003, was: $O

Number of shares of the registrant's common stock outstanding as of
October 5, 2004 was: 13,918,300

Transfer Agent as of October 12, 2004:     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 company, which has designed and
developed a beta test version Internet web site at URL www.wisedriver.com
intended to provide automobile drivers with comprehensive information and
services related to driving and automobile ownership. Our site's primary focus
was 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 was our intention to be an informational
site.

Our operations were devoted primarily to developing a business plan, building
our website, and raising capital for future operations and administrative
functions. We intended to grow through internal development, strategic
alliances, and acquisitions of existing businesses. However, due to our
inability to raise the necessary funds, we were unable to successfully complete
our business plan of becoming a provider of comprehensive information and
services related to driving and automobile ownership.

We are no longer pursuing such business plan and we are now attempting to locate
and negotiate with a business entity for the combination of that target company
with us. We expect that such combination will normally take the form of a
merger, stock- for-stock exchange or stock-for-assets exchange. In most
instances the target company will wish to structure the business combination to
be within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can
be given that we will be successful in locating or negotiating with any target
company. Because of uncertainties surrounding our development, we anticipates
incurring development stage losses in the foreseeable future.

Our new purpose is to seek, investigate and, if such investigation warrants,
acquire an interest in a business entity. We do not intend to restrict our
search to any specific business, industry, or geographical location and we may
participate in a business venture of virtually any kind or nature. We anticipate
that we will be able to participate in only one potential business venture
because we have nominal assets and limited financial resources. This lack of
diversification should be considered a substantial risk to our shareholders
because we will not offset potential losses from one venture against gains from
another.

We may seek a business opportunity with entities which have recently commenced
operations, or wish to utilize the public marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate purposes.

                                      I-1

<PAGE>

We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Management believes (but has
not conducted any research to confirm) that there are business entities seeking
the perceived benefits of a publicly registered corporation. Such perceived
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options
or similar benefits to key employees, increasing the opportunity to use
securities for acquisitions, providing liquidity for shareholders and other
factors. Business opportunities may be available in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities difficult
and complex.

We have, and will continue to have, no capital with which to provide the owners
of business entities with any cash or other assets. However, management believes
we will be able to offer owners of acquisition candidates the opportunity to
acquire a controlling ownership interest in a public company without incurring
the cost and time required to conduct an initial public offering. Management has
not conducted market research and is not aware of statistical data to support
the perceived benefits of a business combination for the owners of a target
company.

The analysis of new business opportunities will be undertaken by, or under the
supervision of, our officer and director, who is not a professional business
analyst. In analyzing prospective business opportunities, management may
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact our proposed activities; the potential for
growth or expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trades; name identification; and other
relevant factors. This discussion of the proposed criteria is not meant to be
restrictive of our virtually unlimited discretion to search for and enter into
potential business opportunities.

The Exchange Act requires that any merger or acquisition candidate comply with
certain reporting requirements, which include providing audited financial
statements to be included in the reporting filings made under the Exchange Act.
We will not acquire or merge with any company for which audited financial
statements cannot be obtained at or within the required period of time after
closing of the proposed transaction.

We may enter into a business combination with a business entity that desires to
establish a public trading market for its shares. A target company may attempt
to avoid what it deems to be adverse consequences of undertaking its own public
offering by seeking a business combination with us. Such consequences may
include, but are not limited to, time delays of the registration process,
significant expenses to be incurred in such an offering, loss of voting control
to public shareholders or the inability to obtain an underwriter or to obtain an
underwriter on satisfactory terms.

We will not restrict our search for any specific kind of business entities, but
may acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its business life. It is
impossible to predict at this time the status of any business in which we may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which we may offer.

Our management, which in all likelihood will not be experienced in matters
relating to the business of a target company, will rely upon its own efforts in
accomplishing our business purposes. Following a business combination, we may
benefit from the services of others in regard to accounting, legal services,
underwritings and corporate public relations. If requested by a target company,
management may recommend one or more underwriters, financial advisors,
accountants, public relations firms or other consultants to provide such
services.
                                      I-2

<PAGE>

A potential target company may have an agreement with a consultant or advisor
providing that services of the consultant or advisor be continued after any
business combination. Additionally, a target company may be presented to us only
on the condition that the services of a consultant or advisor be continued after
a merger or acquisition. Such preexisting agreements of target companies for the
continuation of the services of attorneys, accountants, advisors or consultants
could be a factor in the selection of a target company.

Our offices are located at 1691 Michigan Avenue, Suite 425, Miami Beach, Florida
33139 and our telephone number is (305) 538-7840.

EMPLOYEES

We employ one person on a part-time basis. We will employ additional people as
we continue to implement our plan of operation. Our employees is not covered by
a collective bargaining agreement, and we believe that our relationship with our
employee is satisfactory.

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

We currently use office space at 1691 Michigan Avenue, Suite 425, Miami Beach,
Florida 33139. The primary tenant is Atlas Equity Group, Inc., 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. As of
December 31, 2003, the expense incurred to this related party amounted to
$14,000. The agreement was terminated as of August 1, 2003.

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.

                                      I-3

<PAGE>

                                     PART II

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

On September 21, 2004, there were 66 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 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 were devoted primarily to developing a business plan
and raising capital for future operations and administrative functions. The
Company intended to grow through internal development, strategic alliances, and
acquisitions of existing businesses. However, due to its inability to raise the
necessary funds, the Company was unable to successfully complete its business
plan of becoming a provider of comprehensive information and services related to
driving and automobile ownership.

The Company is no longer pursuing such business plan and is now attempting to
locate and negotiate with a business entity for the combination of that target
company with the Company. The Company expects that such combination will
normally take the form of a merger, stock- for- stock exchange or stock- for-
assets exchange. In most instances the target company will wish to structure the
business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that we will be successful in locating or
negotiating with any target company. Because of uncertainties surrounding its
development, the Company anticipates incurring development stage losses in the
foreseeable future.

YEARS ENDED DECEMBER 31, 2003 AND 2002

Development stage losses during the year ended December 31, 2003 were $85,593
compared to $85,554 for the year ended December 31, 2002.

Expenses during the year ended December 31, 2003 were primarily salary ($25,481)
and office expenses for administrative services by a related party ($14,000).
The Company also incurred professional fees such as accounting ($12,800) and
legal services ($5,794). These professional fees were for audit fees and
quarterly regulatory filings.

Expenses during the year ended December 31, 2002 were primarily salary ($13,077)
and office expenses for administrative services by a related party ($24,000).
The Company also incurred professional fees such as accounting ($22,980) and
legal services ($7,100). These professional fees were for quarterly regulatory
filings.
                                      II-1

<PAGE>

PERIOD FROM MARCH 16, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2003

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.

Net loss since inception has amounted to ($388,362). These expenses were
primarily salary ($131,925), office expenses for administrative services
($69,905) and professional fees such as accounting ($58,013) and legal services
($37,041). The professional 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
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 loans from Atlas Equity Group, Inc., and its affiliated
parties. A significant portion of the funds raised from loans from related and
third parties has been used to cover working capital needs.

For the years ended December 31, 2003 and 2002, we incurred a net loss of
$70,093 and $85,554, respectively. Our accumulated deficit since the date of
inception is $372,862. Such accumulated losses have resulted primarily from
costs incurred in the development of the website, salary and various
professional fees.

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 as follows:

                                      II-2


<PAGE>

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

CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002
AND FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
AND FOR THE PERIOD MARCH 16, 1999 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 2003


<PAGE>




                                                                       Page(s)


INDEPENDENT AUDITORS' REPORT                                              1

CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND FOR THE YEARS
ENDED DECEMBER 31, 2003 AND 2002 AND FOR THE PERIOD
MARCH 16, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2003

Consolidated balance sheets                                               2

Consolidated statements of operations                                     3

Consolidated statements of changes in stockholders' 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 & Subsidiary
(A Development Stage Company)

We have audited the accompanying balance sheet of Wisedriver.com, Inc. &
subsidiary (a development stage company) as of December 31, 2003 and 2002 and
the related statements of operations, change in stockholders' equity and cash
flow for the years ended December 31, 2003 and 2002 and the period March 16,
1999 (date of inception) to December 31, 2003. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wisedriver.com, Inc. &
Subsidiary as of December 31, 2003 and 2002, and the result of its operations
and its cash flows for the years ended December 31, 2003 and 2002 and the period
March 16, 1999 (date of inception) to December 31, 2003 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 9 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.

Seligson & Giannattasio, LLP
N. White Plains, NY
May 24, 2004


                                       -1-


<PAGE>

<TABLE>
<CAPTION>

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

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


                                                                                   DECEMBER 31,             DECEMBER 31,
                                                                                       2003                     2002
                                                                               ---------------------- -----------------------
ASSETS

CURRENT ASSETS:
<S>                                                                            <C>                     <C>
    Cash                                                                       $                 168   $               4,521
    Other receivables                                                                             50                      50
    Note receivable - related party                                                                0                  22,000
                                                                               ---------------------- -----------------------

        Total current assets                                                                     218                  26,571

WEBSITE-NET OF ACCUMULATED AMORTIZATION                                                        8,280                  12,600
                                                                               ---------------------- -----------------------

    TOTAL ASSETS                                                               $               8,498   $              39,171
                                                                               ====================== =======================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

    Accounts payable and accrued expenses                                      $              75,882   $              45,431
    Other liabilities                                                                              0                   1,264
    Notes payable - related party                                                             25,733                       0
                                                                               ---------------------- -----------------------

        Total current liabilities                                                            101,615                  46,695
                                                                               ---------------------- -----------------------

STOCKHOLDERS' DEFICIT:

    Common stock, par value $.0001 per share;
       250,000,000 shares authorized;
       13,918,300 shares issued and outstanding                                                1,392                   1,392
    Additional paid-in capital                                                               293,853                 293,853
    Deficit accumulated during the development stage                                        (388,362)               (302,769)
                                                                               ---------------------- -----------------------

     Total stockholders' deficit                                                             (93,117)                 (7,524)
                                                                               ---------------------- -----------------------

    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                $               8,498   $              39,171
                                                                               ====================== =======================




                            The accompanying notes are an integral part of these financial statements.
                                                               -2-

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

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

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

                                                                                                  FOR THE PERIOD
                                                      YEARS ENDED                                MARCH 16, 1999
                                                   DECEMBER 31,                               (DATE OF INCEPTION) TO
                                                         2003                2002               DECEMBER 31, 2003
                                                --------------------  -----------------     -----------------------
<S>                                             <C>                   <C>                   <C>
DEVELOPMENT STAGE REVENUES                      $                 0   $              0      $                 0
                                                --------------------  -----------------     -----------------------

DEVELOPMENT STAGE EXPENSES
    Accounting fees                                          12,800             22,980                   58,013
    Amortization expense                                      4,320              4,320                   13,320
    Bank charges                                                286                402                    1,141
    Consulting fees                                          17,008              5,000                   29,503
    Corporate fees                                            1,952              1,481                    7,506
    Legal fees                                                5,794              7,100                   37,041
    Licenses and taxes                                          915                870                    4,876
    Office expenses                                          14,000             24,000                   69,905
    On-line services                                            245                385                    1,190
    Payroll                                                  25,481             13,077                  131,925
    Payroll tax expense                                       2,362              3,173                   13,488
    Postage                                                       0                  0                      384
    Printing                                                      0                175                      490
    Travel - meals and entertainment                              0                 86                       86
    Rent                                                          0                  0                    1,817
    Website & development fee                                     0                  0                   13,400
                                                --------------------  -----------------     -----------------------

TOTAL DEVELOPMENT STAGE EXPENSES                             85,163             83,049                  384,085
                                                --------------------  -----------------     -----------------------

Loss from operations                                        (85,163)           (83,049)                (384,085)
Interest income                                                 727                214                      941
Interest expense                                             (1,157)            (2,719)                  (5,218)
                                                --------------------  -----------------     -----------------------

NET LOSS                                        $           (85,593)  $        (85,554)     $          (388,362)
                                                ====================  =================     =======================

NET LOSS PER COMMON SHARE
    Basic and diluted                           $             (0.01)  $          (0.01)
                                                ====================  =================

Weighted-average number of common
shares outstanding                                       13,918,300          9,184,053
                                                ====================  =================



                            The accompanying notes are an integral part of these financial statements.
                                                               -3-

</TABLE>



<PAGE>

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT
--------------------------------------------------------------------------------------------------------------------------

                                                                                                    DEFICIT
                                                                                                  ACCUMULATED
                                                                                      ADDITIONAL  DURING THE
                                                                COMMON STOCK           PAID-IN    DEVELOPMENT
                                                            SHARES        AMOUNT       CAPITAL      STAGE          TOTAL
                                                           ----------   ----------   ----------   ----------    ----------
<S>                                                        <C>          <C>          <C>          <C>           <C>
Balance, December 31, 2001                                  7,918,300   $      792   $  144,453   $ (217,215)   $  (71,970)

Common stock issued to third parties in private offering    6,000,000          600      149,400            0       150,000

Loss for the year ended December 30, 2002                           0            0            0      (85,554)      (85,554)
                                                           ----------   ----------   ----------   ----------    ----------

Balance, December 31, 2002                                 13,918,300        1,392      293,853     (302,769)       (7,524)

Loss for the year ended December 31, 2003                           0            0            0      (85,593)      (85,593)
                                                           ----------   ----------   ----------   ----------    ----------

Balance, December 31, 2003                                 13,918,300   $    1,392   $  293,853   $ (388,362)   $  (93,117)
                                                           ==========   ==========   ==========   ==========    ==========







                            The accompanying notes are an integral part of these 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,          (DATE OF INCEPTION) TO
                                                                             2003             2002        DECEMBER 31, 2003
                                                                           ---------        ---------     -----------------
OPERATING ACTIVITIES:
<S>                                                                        <C>              <C>              <C>
    Deficit during the development stage                                   $ (85,593)       $ (85,554)       $(388,362)
    Adjustments to reconcile net loss to net cash
     used in operating activities:
      Amortization                                                             4,320            4,320           13,320
      Stock issued for consulting services                                         0                0            7,495
      Changes in assets and liabilities:
        (Increase) decrease in other receivables                                   0                0                0
        Decrease (increase) in prepaid expenses                                    0                0                0
        (Increase) decrease  in note receivable from related party            22,000          (22,000)             (50)
        Increase (decrease) in other liabilities                              (1,264)           1,264                0
       (Decrease) increase  in accounts payable and accrued expenses          30,451          (19,753)          75,882
                                                                           ---------        ---------        ---------

             Net cash used in operating activities                           (30,086)        (121,723)        (291,715)
                                                                           ---------        ---------        ---------

INVESTING ACTIVITIES:
     Increase in intangible asset - website                                        0                0          (21,600)
                                                                           ---------        ---------        ---------

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

FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                        0          150,000          287,750
     Proceeds of notes payable - related party                                25,733          (23,800)          25,733
                                                                           ---------        ---------        ---------

             Net cash provided by financing activities                        25,733          126,200          313,483
                                                                           ---------        ---------        ---------

(Decrease) increase in cash                                                   (4,353)           4,477              168

Cash, beginning of period                                                      4,521               44                0
                                                                           ---------        ---------        ---------

Cash, end of period                                                        $     168        $   4,521        $     168
                                                                           =========        =========        =========


                            The accompanying notes are an integral part of these financial statements.
                                                               -5-
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

-------------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:



                                                                                                   FOR THE PERIOD
                                                                       YEARS ENDED                 MARCH 16, 1999
                                                                       DECEMBER 31,             (DATE OF INCEPTION) TO
                                                                 2003                    2002     DECEMBER 31, 2003
                                                                 ----                    ----     -----------------

Supplemental cash flow information:
<S>                                                         <C>                     <C>                   <C>
    Interest paid                                           $          0            $         0           $   3,841
                                                            ============            ===========           =========
    Income taxes paid                                       $          0            $         0           $   3,961
                                                            ============            ===========           =========

Noncash investing and financing activities:
    Shares issued to founder for consulting services        $          0            $         0           $     100
                                                            ============            ===========          ==========
    Shares issued in acquisition of 80% of
      Wisedriver.com LLC                                    $          0            $         0           $      45
                                                            ============            ===========         ===========
    Shares issued for legal and consulting services         $          0            $         0           $   7,495
                                                            ============            ===========         ===========




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



</TABLE>

<PAGE>



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

NOTES TO CONSOLIDATED 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, which is a New York Limited Liability Company. Wisedriver
     LLC was formed in the state of New York on March 8, 2000.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     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.

                                      -7-

<PAGE>

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

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     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.

     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.

     All transactions with other than employees, in which goods or services are
     the consideration received for the issuance of stock is accounted for based
     on the fair value of the consideration received or the fair value of the
     stock, whichever is more reliably measurable.

     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 contemplate 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.

                                      -8-

<PAGE>

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

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

3.   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:
<TABLE>
<CAPTION>
                                                 DECEMBER 31,        DECEMBER 31,
                                                    2003                 2002
                                              ------------------  -------------------
<S>                                           <C>                  <C>
     Website                                  $          21,600    $          21,600
     Less: Accumulated amortization                     (13,320)              (9,000)
                                              ------------------  -------------------

     Total website                            $           8,280    $          12,600
                                              ==================  ===================
</TABLE>



     Amortization expense for the years ended December 31, 2003 and December 31,
     2002 totaled $4,320 and $4,320, respectively.

4.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses consisted of the following:
<TABLE>
<CAPTION>
                                                                          DECEMBER 31,         DECEMBER 31,
                                                                             2003                  2002
                                                                     -----------------   ----------------------
<S>                                                                  <C>                 <C>
     Accounts payable                                                $          64,989   $               38,005
     Accrued expenses                                                            9,000                    7,000
     Accrued interest                                                            1,893                      426
                                                                     -----------------   ----------------------

     Total accounts payable and accrued expenses                     $          75,882   $               45,431
                                                                     =================   ======================
</TABLE>

5.   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, 2003 and 2002, the Company had net

                                      -9-

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

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

5.   INCOME TAXES (continued)

     operating loss carryforwards ("NOL's") of approximately $134,000 and
     $64,000, respectively, available to reduce future taxable income, which
     will expire through 2023. In addition, at December 31, 2003, the Company
     had certain temporary differences totaling approximately $238,800, which
     will be available to offset future income.

     In accordance with SFAS No. 109, the Company has computed the components of
     deferred income taxes as follows:
<TABLE>
<CAPTION>
                                                                       DECEMBER 31,             DECEMBER 31,
                                                                           2003                     2002
                                                                 -----------------------   ----------------------
<S>                                                              <C>                                    <C>
     Deferred tax assets:
     Expenses not currently deductible - start up cost           $               94,400     $             94,400
     Net operating loss carryforwards                                            53,562                    6,000
                                                                 ----------------------    ----------------------

     Total deferred tax assets                                                  147,962                  100,400
     Valuation allowance                                                       (147,962)                (100,400)
                                                                 ----------------------    ----------------------

     Deferred tax asset, net                                     $                    0     $                  0
                                                                 ======================    ======================
</TABLE>

     For the years ended December 31, 2003 and December 31, 2002 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, 2003 and 2002 and the period March 16, 1999
     (date of inception) through December 31, 2003 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 %
                                                     ==========

6.   NOTES PAYABLE

     As of December 31, 2003 and December 31, 2002, notes payable to Atlas
     Equity Group, Inc., a related party, aggregated to $25,164 and $0,
     respectively. These notes are short-term borrowings with maturities of one
     year or less at an interest rate of 10% per annum.

                                      -10-

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

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

7.   STOCK OPTIONS

     On June 30, 2000, the Company purchased an 80% interest of Wisedriver.Com,
     LLC for 450,000 shares of restricted common stock and 450,000 options of
     the Company at $.50 per share. These options were granted to Joshua Berger,
     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,
     2003, only the initial 150,000 shares became vested and exercisable under
     the conditions in Joshua Berger's stock option agreement.

8.   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.

     On July 25, 2002, the Company entered into a private offering of securities
     pursuant to Regulation D, Rule 504, promulgated by the Securities Act of
     1933, which authorized the issuance of 6,000,000 shares of common stock at
     $0.025 per shares. In addition to this offering, 39 unaffiliated investors
     from the July 17, 2000 offering, offerred to sell 918,333 shares of common
     stock, thus making these shares unrestricted shares when sold. That
     offering is now closed.

9.   DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS

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

                                      -11-

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

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

9.   DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS (Continued)

     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.

     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, 2003 aggregated to
     $388,362. 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.

10.  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.

     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.

     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.

     On February 1, 2001, the Company agreed to reimburse The Atlas Group of
     Companies, LLC ("Atlas Group"), a related party, for operation and
     administrative expenses. Atlas Group is owned by Michael D. Farkas. For the
     years ended December 31, 2003 and 2002, the expense incurred to this
     related party amounted to $14,000 and $24,000, respectively.


                                      -12-


<PAGE>


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

Our accountants are Seligson & Giannattasio, LLP, 901 North Broadway, Suite 24,
North White Plains, NY 10603. We do 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. On September 27, 2002, we hired Domenick Davi, CPA
to replace Salibello & Broder as our independent auditors. Subsequently on March
15, 2003 we replaced Domenick Davi with Seligson & Giannattasio. At no time has
there been any disagreements with either Domenick Davi or Salibello & Broder
regarding any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.


Item 8A.  Controls and Procedures
---------------------------------

Evaluation of disclosure controls and procedures
------------------------------------------------

Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.

Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are adequate to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure committee.

Changes in internal controls
---------------------------------

We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.



                                     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 and its subsidiaries, as of September
20, 2004, 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.

<TABLE>
<CAPTION>

                                   With Company
Name                  Age          Since           Director/Position
--------------------------------------------------------------------------------------
<S>                   <C>         <C>              <C>
Joshua Berger         32          June 13, 2000    President, CEO, CFO and Chairman of the Board
</TABLE>

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. Mr. Berger resigned from the NY State Bar Association
in 2003. From August 1993 until June of 1997, Mr. Berger attended New York Law
School.

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
-------------------------

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.

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, 2003, to
executive officers who were serving as of the fiscal year ending December
31,2003, whose salary and bonus during fiscal year ending December 31, 2003
exceeded $100,000. In 2003, no officer received compensation in excess of
$100,000.


                                     III-1

<PAGE>

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          2003       $      3,846           0              0          0                 0            $0
President

</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 September 30, 2004, 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.


NAME AND ADDRESS OF            AMOUNT AND NATURE OF      PERCENT OF
BENEFICIAL OWNER (1)           BENEFICIAL OWNERSHIP      OUTSTANDING
SHARES
--------------------           --------------------      ------------------
5% STOCKHOLDERS

Michael D. Farkas (2)                   6,500,000                81.09%
294 South Coconut Lane
Miami Beach, FL 33139

Joshua Berger                             450,000                 5.61%
2294 Norstrand Avenue
Brooklyn, NY 11210

DIRECTORS AND NAMED EXECUTIVE
OFFICERS

Joshua Berger                             450,000                 5.61%
2294 Norstrand Avenue
Brooklyn, NY 11210

All directors and executive               450,000                 5.61%
officers as a group (2 persons)


(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.

(2) Mr. Farkas is the sole member and the Chairman and Chief Executive Officer
of The Atlas Group of Companies, LLC, the sole shareholder of Atlas Capital
Services, LLC, a registered broker dealer and member of the National Association
of Broker Dealers, Inc. and SIPC.

(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.

                                     III-2

<PAGE>

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

We currently use office space at 1691 Michigan Avenue, Suite 425, Miami Beach,
Florida 33139. 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.com, 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.

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, 2003, the expense incurred to this related party
amounted to $14,000.

As of October 12, 2004, notes payable to Atlas Equity Group, Inc., a related
party, aggregated to $76,854.57. 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-3

<PAGE>

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

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

1.   Financial statements; see index to financial statement and schedules in
     Item 7 herein.

2.   Financial statement schedules; see index to financial statements and
     schedules in Item 7 herein.

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.

     None

ITEM 14. Principal Accountant Fees and Services
-----------------------------------------------

Audit Fees

For the Company's fiscal year ended December 31, 2003 and December 31, 2002, we
were billed $13,662 for professional services rendered for the audit and review
of our financial statements included in our periodic and other reports filed
with the Securities and Exchange Commission for our year ended December 31,
2003, respectively.

Tax Fees

The Company did not incur any fees related to professional services rendered by
our principal accountant for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2003.

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 thereunto duly authorized.

                                     III-4

<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  /s/ Joshua Berger
                                 ----------------------------
                                 JOSHUA BERGER
                                 President

Dated: October 12, 2004

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
----                       -----                            ----

/s/ Joshua Berger          President, Chief Executive       October 12, 2004
--------------------       Officer and Chief Financial
    Joshua Berger          Officer



                                     III-5