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 ACTOF 1934  For Fiscal Year Ended December 31, 2004  oTRANSITION REPORT UNDER SECTION 13 OR 15{d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period fromto Commission File number 333-63460 WISEDRIVER.COM, INC. (Name of small business issuer in its charter)   Delaware
65-0908171(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.) 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:
NoneSecurities 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 he 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 o
Nox

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, 2004: $0



Aggregate market value of the voting common stock held by non-affiliates of the registrant as of December 31, 2004, was: $O



Number of shares of the registrants common stock outstanding as of April 14, 2005 was: 13,918,300



Transfer Agent as of April 14, 2005:
Corporate Stock Transfer & Trust Co.3200 Cherry Creek DriveDenver, Colorado 80209







PART I



Item 1.
Description of BusinessBusiness 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 toAtlas Ventures XV. On June 14, 2000, we changed our name once again toWiseDriver.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 ofWiseDriver.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 URLwww.wisedriver.comintended 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 anew product or service, or for other corporate purposes.



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

he 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.



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.









PART II



Item 5.
Market for Common Equity and Related Stockholder Matters

On April 14, 2005, 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 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.



YEARS ENDED DECEMBER 31, 2004 AND 2003



Development stage losses during the year ended December 31, 2004 were $85,279 compared to $85,593 for the year ended December 31, 2003.



Expenses during the year ended December 31, 2004 the Company incurred various professional fees such as accounting ($18,806), legal services ($3,595), and consulting fees (45,745). These professional fees were for audit fees, quarterly regulatory filings, and operations.



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.



PERIOD FROM MARCH 16, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2004



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



Net loss since inception has amounted to ($473,641). These expenses were primarily salary ($131,925), office expenses for administrative services ($69,933) and professional fees such as accounting ($76,819) and legal services ($40,636). 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 a loan from Michael Farkas, the Companys founder. A significant portion of the funds raised from loans from related and third parties have been used to cover working capital needs.



For the years ended December 31, 2004 and 2003, we incurred a net loss of $85,279 and $85,593, respectively. Our accumulated deficit since the date of inception is $473,641. 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:









WISEDRIVER.COM, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2004 AND DECEMBER 31, 2003

AND FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

AND FOR THE PERIOD MARCH 16, 1999 (DATE OF INCEPTION)

THROUGH DECEMBER 31, 2004





Page(s)



REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
1

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2004 AND DECEMBER 31, 2003 AND FOR THE YEARS

ENDED DECEMBER 31, 2004 AND 2003 AND FOR THE PERIOD

MARCH 16, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2004



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


















REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders and

Board of Directors

Wisedriver.com, Inc & subsidiary

(A Development Stage Company)

Miami, Florida



We have audited the accompanying balance sheet of Wisedriver.com, Inc. & subsidiary (a development stage company) as of December 31, 2004 and 2003 and the related statements of operations, change in stockholders deficit and cash flows for the years ended December 31, 2004 and 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 included 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 financial statement referred to above present fairly, in all material respects, the financial position of Wisedriver.com, Inc. & subsidiary as of December 31, 2004 and 2003, and the result of its operation and its cash flows for the years ended December 31, 2004 and 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

March 15, 2005







-1-





WISEDRIVER.COM, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED BALANCE SHEETS











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

-2-





WISEDRIVER.COM, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED STATEMENTS OF OPERATIONS









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

-3-





WISEDRIVER.COM, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT









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

-4-





WISEDRIVER.COM, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED STATEMENTS OF CASH FLOWS









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



-5-





WISEDRIVER.COM, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS





SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:





YEARS ENDED

DECEMBER 31, 2004
FOR THE PERIOD

MARCH 16, 1999

(DATE OF INCEPTION) TO2004
2003
DECEMBER 31, 2004Supplemental cash flow information:Interest paid
$      0
$      0
$      3,841Income taxes paid
$      0
$      0
$      3,961Noncash investing and financing activities:Shares issued to founder for consulting services
$      0
$      0
$        100Shares issued in acquisition of 80% of

Wisedriver.com LLC$      0
$      0
$           45Shares issued for legal and consulting services
$      0
$      0
$      7,495























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

- 6 -





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 was to design and develop an internet web site to provide the user with information relating to traffic violations and intended 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. The Company currently has no business operations.



2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION



The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary in order to prepare the financial statements have been included. Results for the interim periods are not necessarily indicative of the results that may be expected for the year.



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 -





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 -





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 is made based on estimates of undiscounted future cash flows. In 2004, the Company ceased the use of its website. As a result, the remaining balance has been written off.



The Website and related amortization consisted of the following:







Amortization expense for the years ended December 31, 2004 and December 31, 2003 totaled $4,320 and $4,320, respectively.



4.
ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:







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, 2004, the Company had net operating.

-9-







WISEDRIVER.COM, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



5.INCOME TAXES (continued)



loss carryforwards (NOLs) of approximately $219,384, available to reduce future taxable income, which will expire principally in 2024. In addition, at December 31, 2004, 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:







For the years ended December 31, 2004 and December 31, 2003 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, 2004 and 2003 and the period March 16, 1999 (date of inception) through December 31, 2004 principally due to the following:







6.
NOTES PAYABLEAs of December 31, 2004 and December 31, 2003, notes payable to Atlas Equity Group, Inc., a related party, aggregated to $101,806 and $25,164, respectively. These notes are short-term borrowings with maturities of one year or less at an interest rate of 10% per annum.



-10-







WISEDRIVER.COM, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



7.
STOCK OPTIONSOn 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 the president of Wisedriver.Com, LLC. The contractual life of the options were determined on certain conditions and become exercisable when these conditions are met. The initial 150,000 shares shall vested 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, 2004, 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, 2003, the Company entered into an 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 are offering 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-







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, 2004 aggregated to $473,641. 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. For the years ended December 31, 2004 and 2003, the expense incurred to this related party amounted to $0 and $2,000, 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



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 years ended December 31, 2004 and 2003, the expense incurred to this related party amounted to $0 and $14,000, respectively.













-12-





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.



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-15(e) and
15d-15(e)under the Securities Exchange Act of 1934, as amended) as of a
date within 90days 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: (i) 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; (ii) accumulated and
communicated to our management, including our principal executive officer
and principal financial officer and other persons that perform similar
functions, if any,  to allow us to make timely decisions regarding
required disclosure in our periodic filings.



Changes in internal controls



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



Critical Accounting Policies



Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the UNITED STATES (GAAP).   GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various





other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to

monitor significant estimates made during the preparation of our financial statements.



Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, Our views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.



PART III



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



The directors and officers of the Company and its subsidiaries, as of September20, 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.



Name
Age
With Company Since
Director/PositionJoshua Berger
33
June 13, 2000
President, CEO, CFO and Chairman of the Board

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.



COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



We have not filed a Form 5 for the year ending December 31, 2004.



CODE OF ETHICS



The company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an exhibit.



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, 2004, to executive officers who were serving as of the fiscal year ending December31, 2004, whose salary and bonus during fiscal year ending December 31, 2004exceeded $100,000. In 2004, no officer received compensation in excess of $100,000.



Summary Compensation Table



ANNUAL COMPENSATION
LONG TERM COMPENSATIONNAME AND PRINCIPAL POSITION
FISCAL YEAR
OTHER SALARY
ANNUAL

BONUS
RESTRICTED

UNDERLYING

AWARDS
STOCK

COMPENSATION
SECURITIES

OPTIONS

(NO. OF

SHARES)
ALL OTHER

COMPENSATIONJoshua Berger
2004
$              0
0
0
0
0
$ 0President






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 April 14, 2005, 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

BENEFICIAL OWNER (1)
AMOUNT AND NATURE OF

BENEFICIAL OWNERSHIP
PERCENT OF

OUTSTANDING SHARES5% STOCKHOLDERSMichael D. Farkas (2)

294 South Coconut Lane

Miami Beach, FL 33139
6,500,000
46.70%Joshua Berger

2294 Norstrand Avenue

Brooklyn, NY 11210
450,000
5.61%DIRECTORS AND NAMED EXECUTIVEOFFICERSJoshua Berger

2294 Norstrand Avenue

Brooklyn, NY 11210
450,000
5.61%All directors and executive

officers as a group (2 persons)
450,000
5.61%

(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.



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 Atlas Equity Group, Inc., 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 toEnvitro.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.



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 inItem 7 herein.



2.
Financial statement schedules; see index to financial statements andschedules 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, 2004, we were billed $14,281 and $9,944 by our principal accountant 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, 2004, respectively.



Tax Fees



For the Company's fiscal year ended December 31, 2004, there were no fees billed by our principal accountant for professional services rendered for tax compliance, tax advise 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, 2004.

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.









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: April 14, 2005



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 BergerJoshua Berger
President, Chief ExecutiveOfficer and Chief FinancialOfficer
April 14, 2005