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

                                   Form 10-KSB

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                         Date of Report            December 31, 2002

                           The Gizmo Company
     -----------------------------------------------------------------------
      (Exact name of registrant as specified in its charter)

      Nevada                           0-32901                    n/a
-------------------------------  ---------------------  ---------------------
State or other jurisdiction          Commission File           IRS Employer
of incorporation)                          Number)        Identification No.)

               14 Pico Crescent, Thornhill, Ontario Canada L4J 8P4
           --------------------------------------------------------
            (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code            905-731-0189

                 16 Julia Street, Thornhill, Ontario L3T 4R9
         ------------------------------------------------------------
        (Former name or former address, if changed since the last report)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:
             Common Shares, $ .001 par value
      --------------------------------------------
                       (Title of Class)

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

                              Yes x     No
                                 -----     -----

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [x]

The issuer's revenues for the fiscal year ended December 31, 2002 were $  nil

     As of December 31, 2002, there were no shares of the issuer's common stock,
$ .001 par value,  outstanding held by  non-affiliates.  For the purpose of this
disclosure, shares of common stock held

<page>

by directors,  officers and stockholders whose ownership exceeds five percent of
the common  stock  outstanding  were  excluded.  Exclusion of shares held by any
person should not be construed to indicate that such person possesses the power,
direct or indirect,  to direct or cause the  direction of management or policies
of the issuer,  or that such person is controlled by or under common  control of
the issuer.

DOCUMENTS INCORPORATED BY REFERENCE

See below.

Transitional Small Business Disclosure Format (check one):  Yes     No    x
                                                               ----    -----

                                          PART I

ITEM 1:    DESCRIPTION OF BUSINESS.

     The Gizmo Company. (the "Company") was organized on June 4, 2001, under the
laws of the State of Nevada, having the stated purpose of engaging in any lawful
activities.  The Company was formed with the contemplated purpose to seek out to
acquire or merge with a viable  entity.  The company is going to go to public in
order to raise funds to meet its business objectives.

COMPETITION

     Because the Company has not identified any potential  acquisition or merger
candidate,  it is  unable  to  evaluate  the  type  and  extent  of  its  likely
competition.  The Company is aware that there are several other public companies
with only nominal  assets that are also  searching for operating  businesses and
other business opportunities as potential acquisition or merger candidates.  The
Company will be in direct  competition  with these other public companies in its
search for business  opportunities  and, due to the Company's  limited funds, it
may be difficult to successfully compete with these other companies.


EMPLOYEES

As of December 31, 2002, the Company has had no full time employees or managers.

ITEM 2.   DESCRIPTION OF PROPERTY

     The  Company  has no leased or owned  premises.  At present  the Company is
using one of the director's premises at no cost for company business.

ITEM 3.   LEGAL PROCEEDINGS

The Company is not engaged in any litigation.

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

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


<page>


                                   PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's common shares,  par value $ .001 (the "Shares") are not being
traded on a stock market exchange at this time.

On December 31, 2002, there were 5 shareholders.

     The  Company  has  never  paid a  cash  dividend  and  does  not  presently
anticipate doing so in the foreseeable  future,  but expects to retain earnings,
if any, for use in its business for future expansion once profitable.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

     For the fiscal year ended December 31, 2002, there were no operations.  The
Company  has  been  using  only its  directors  and  officers  to  continue  its
operations  during this period and as such has been paying  these  officers  and
directors  with common stock of the Company.  During the year ended December 31,
2002, the Company did not make any payments.

FORWARD LOOKING STATEMENTS

     Except  for  the  historical  information  contained  herein,  the  matters
discussed in this report on Form 10-KSB and the Company's other periodic reports
and  other  documents  incorporated  by  reference  or  incorporated  herein  as
exhibits,  may  contain  forward-looking   statements  that  involve  risks  and
uncertainties.  The Company's actual results may differ  materially from results
discussed  in the  forward-looking  statements.  Factors that might cause such a
difference  include,  but  are not  limited  to,  general  economic  and  market
conditions,  and  the  ability  of the  Company  to  successfully  identify  and
thereafter consummate one or more acquisitions.


ITEM 7.   FINANCIAL STATEMENTS.

     The financial  statements  required by this Item are set forth at the pages
indicated in Item on page 12 of this report.

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

None.







<page>



                                PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS COMPLIANCE
         WITH SECTION 16(a) OF THE EXCHANGE ACT.

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
Name                  Age         Position                          Term
<S>                     <C>      <C>                               <C>
Marvin N. Winick         53       Director, Secretary Treasurer
                                                  and CFO           1 yr

Geoff Clein              40       Director and President            1 yr
</TABLE>


Marvin N. Winick

     Mr.  Marvin N.  Winick,  53 years old,  has been a Director  of the Company
since inception June 4, 2001. Mr. Winick is a self-employed  Canadian accountant
who has done  consulting  and accounting  for several U.S.  companies  including
Mega-C Technologies Inc., Tri Clean Enterprises Inc., Achievor Recovery Limited.
Mr. Winick has had several years of computer,  accounting  and  experience in US
securities  laws which has helped him to assist  other  companies  as  mentioned
above.


Mr. Geoff Clein

     Mr. Clein has worked in the technology  sector involving the development of
multi-currency  internet  credit  card  processing,   founded  and  managed  the
development of an internet  lottery system.  Presently he is the General Manager
of Syzygy Solutions Ltd. which has developed a patent pending solution to credit
card  fraud,  both for  card-present  and  card-not-present  transactions.  From
September  1999  to  May  2001  Mr.  Clein  headed  up  the  R&D  department  of
eXXactly.com  Ltd.  which did portfolio  evaluations  and online trading for the
offshore investment  community.  From June 1996 to September 1999, Mr. Clein was
the the Founder and Operations  Manager of UnoLotto & iCabs, 2 companies  formed
simultaneously  in the business of real-time credit card processing and advanced
web-based lottery systems.


<page>


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Under  Federal  securities  laws,  the Company's  directors,  its executive
officers  and any  person  holding  more than 10% of the  Company's  Shares  are
required  to report  their  ownership  of such  Shares  and any  changes  in the
ownership  on Forms 3, 4, and 5 as the  case may be.  The  directors,  executive
officers and any qualifying shareholders will comply with such requirements once
the Shares of the Company are trading on a stock exchange.


ITEM 10.   EXECUTIVE COMPENSATION.

     At this time there is no set executive  compensation package for any of the
directors or officers of the Company since there are no operations to date.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT.

     The following table and notes thereto set forth  information  regarding the
beneficial ownership of the Company's Shares as of December 31, 2002 by (i) each
person known by the Company to be the  beneficial  owner of more than 5% of such
voting  security,  (ii) each  director of the Company,  and (iii) all  executive
officers and  directors  of the Company as a group.  The  percentages  have been
calculated by taking into account all Shares owned on the record date as well as
all such  Shares  with  respect  to which  such  person has the right to acquire
beneficial ownership at such date or within 60 days thereafter. Unless otherwise
indicated,  all persons listed below have sole voting and sole investment  power
over the Shares owned.
<TABLE>
<CAPTION>
Name of Address of                  Amount and Nature of       Percent of
Beneficial Owner                    Beneficial Ownership        Class
<S>                             <C>        <C>              <C>
The LLAP Trust(1)                355,400    Common            35.5%
Guernsey
Channel Islands
99000

Daniel Aufgang                   265,700    Common            26.6%
Dan Lener 68h/3
Beit Shemesh, Israel
99000

Les Fried                        298,900    Common            29.9%
38/2 Hayarkon
Box 71104
Ramat Beit Shemesh
Israel 99000

Marvin Winick                     50,000    Common             5.0%
14 Pico Crescent
Thornhill, Ontario L4J 8P4

(1)      Owned indirectly by Geoff Clein

All Executive Officers and Directors
as a Group(2 people)             405,400    Common            40.5%
</TABLE>

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


     On June 5, 2001, the following table sets forth  information  regarding all
securities sold by us.

<TABLE>
<CAPTION>
                                                  Aggregate
Name of         Date of    Class of    Number of   Purchase     Form of
Purchasers       Sale     Securities  Securities     Price    Consideration
<S>             <C>        <C>         <C>          <C>        <C>
LLAP Trust(1)   6/5/2001   Common      395,400      395         Services

Daniel Aufgang  6/5/2001   Common      265,700      266         Services

Les Fried       6/5/2001   Common      298,900      299         Services

Reuven Schwartz 6/5/2001   Common       30,000       30         Services

Marvin Winick   6/5/2001   Common       50,000       50         Services
</TABLE>

(1)      LLAP Trust is indirectly beneficially owned by Geoff Clein.


ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K

DOCUMENTS FILED WITH THIS REPORT

1.       Financial Statements

Independent Auditors' Report

Balance Sheets as of December 31, 2002 and December 31, 2001

Statements of Operations for the year ended December 31, 2002 and
           from Inception(June 4, 2001) to December 31, 2001

Statement of Stockholders' Equity from Inception(June 4, 2001) to
                                December 31, 2002

Statements of Cash Flows for the year ended December 31, 2002 and from
       Inception(June 4, 2001) to December 31, 2001

Notes to Financial Statements as of December 31, 2002

Financial Statement Schedules

     Financial  statement  schedules  have been  omitted  because  the  required
information  is  inapplicable  or because the  information  is  presented in the
financial statements or related notes.

2.       Exhibits

23       Consent of Independent Auditors

99       Certification in connection with the Sarbanes-Oxley Act of 2002

<PAGE>

                                                        EXHIBIT 99.1

                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Form 10-KSB of The Gizmo Company (the "Company") for
the year ending  December  31, 2002 as filed with the  Securities  and  Exchange
Commission  on the  date  hereof  (the  "Report"),  I,  Marvin  Winick,  CFO and
Secretary/Treasurer of the Company,  certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

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

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


Dated:  March 14, 2003                     By: /s/ Marvin Winick
                                             ---------------------------------
                                             Name:   Marvin Winick
                                             Title:  CFO and Secretary/Treasurer




<PAGE>

                                                     EXHIBIT 99.2

                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Form 10-KSB of The Gizmo Company (the "Company") for
the year ending  December  31, 2002 as filed with the  Securities  and  Exchange
Commission on the date hereof (the "Report"),  I, Geoff Clein,  President of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:

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

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


Dated:  March 14, 2003                     By: /s/ Geoff Clein
                                             ---------------------------------
                                             Name:   Geoff Clein
                                             Title:  President

EXHIBITS INCORPORATED BY REFERENCE

     The following exhibits were filed with the Company's Form 10SB dated August
2001 and are incorporated by reference.

         Exhibit 3(i).1             Articles of Incorporation filed June 4, 2001
         Exhibit 3(ii).1            By-Laws
         Exhibit 3(iii).1           Amendment to By-Laws
         Exhibit 3(iv)              Corporate Charter

<page>


SIGNATURES

REPORTS ON FORM 8-K

     There were no reports on Form 8-K filed during the quarter  ended  December
31, 2002.


     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    By:            /s/  GEOFF CLEIN
                                              -------------------------
                                              Geoff Clein, President

DATE:   March 14, 2003.

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated:

SIGNATURES                  TITLE                                 DATE
------------------       ---------------                      ------------

/s/ GOEFF CLEIN          Director, President               March 14, 2003
----------------------
Geoff Clein

/s/ MARVIN WINICK      Director,CFO & Secretary/           March 14, 2003
----------------------       Treasurer
Marvin Winick







<page>













                                THE GIZMO COMPANY
                          (A Development Stage Company)


                              Financial Statements
                                December 31, 2002








<page>





                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
The Gizmo Company


     We have  audited the  accompanying  balance  sheet of The Gizmo  Company (A
Development  Stage  Company) as of December 31, 2002 and December 31, 2001,  and
the related  statement of operations,  cash flows,  and changes in stockholders'
equity for the year then ended and from inception (June 4, 2001) to December 31,
2001.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States Those  standards  require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial 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 that our 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 The Gizmo  Company  at
December 31, 2002 and December 31, 2001, and the results of their operations and
their  cash flows for the year then  ended and from  inception(June  4, 2001) to
December 31, 2001 in conformity with accounting principles generally accepted in
the United States.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 6 to the
financial  statements,  conditions exist which raise substantial doubt about the
Company's  ability to continue as a going concern  unless it is able to generate
sufficient  cash  flows to meet its  obligations  and  sustain  its  operations.
Management's  plans in regard to these matters are also described in Note 6. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



Michael Johnson & Co., LLC
Denver, Colorado
March 12, 2003

<page>








                                The Gizmo Company
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2002


<TABLE>
                                                     2002        2001

ASSETS:
<S>                                                <C>         <C>
Current Assets:
  Cash                                             $   -       $   -
                                                    --------    -------
Total Current Assets                                   -           -
                                                    --------    -------
Other Assets
Incorporation Costs                                    -           -
                                                    --------    -------
Total Other Costs                                      -           -
                                                    --------    -------

TOTAL ASSETS                                       $   -       $   -
                                                    ========    =======


LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
Advance from shareholder                                545        545
                                                    -------     ------

TOTAL CURRENT LIABILITIES                               545        545
                                                    -------     ------

Stockholders' Equity:
  Preferred stock, $.001 par value, 5,000,000
   shares authorized: none outstanding                  -          -
  Common stock, $.001 par value, 50,000,000
   shares authorized, 1,000,000 shares issued and
    outstanding( 2001 - 1,000,000)                    1,000      1,000
  Deficit accumulated during the development stage   (1,545)    (1,545)
                                                   --------     ------

Total Stockholders' Equity                             (545)      (545)
                                                   --------     ------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $    -   $      -
                                                    =======    =======

</TABLE>



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

<page>


                                The Gizmo Company
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2002

<TABLE>
<CAPTION>

                                                   From       From
                                                Inception  Inception
                                        Year     June 4,    June 4,
                                        Ended      2001      2001
                                        Dec 31,   to Dec     to Dec
                                         2002    31, 2001    31, 2002
<S>                                   <C>      <C>          <C>
INCOME                                $     -  $     -      $     -

OPERATING EXPENSES:
Professional Fees                          -         -            -
Amortization Expense                       -         -            -
Administrative Expenses                    -      1,545        1,545
                                       ------   -------      -------
Total Operating Expenses                   -      1,545        1,545
                                       ------   -------      -------

Net Loss from Operations             $     -   $ (1,545)    $ (1,545)
                                      =======   =======      =======

Weighted average number of
  shares outstanding                1,000,000   1,000,000
                                    =========   =========

Net Loss Per Share                   $    -      $ (0.001)
                                      =======     =======


</TABLE>


















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

<page>


                                The Gizmo Company
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               FROM INCEPTION(JUNE 4, 2001) TO DECEMBER 31, 2002

<TABLE>
<CAPTION>

                                                       Deficit
                                                     Accumulated
                                       Additional     During the
                        Common Stock    Paid-In      Development
                     Shares   Amount    Capital         Stage       Totals
<S>               <C>        <C>       <C>        <C>            <C>
Balance - June 4,
  2001                       $    -    $    -     $     -        $     -

Stock issued for
  services        1,000,000    1,000        -           -           1,000

Net loss for
  Period               -          -         -        (1,545)       (1,545)
                  ---------   ------     -------    -------       -------
Balance - December
       31, 2001   1,000,000 $  1,000   $    -     $  (1,545)     $   (545)

Stock issued for
  services             -          -         -           -              -

Net loss for year -
  December 31, 2002    -          -         -           -              -
                  ---------   ------     -------    -------       -------
Balance - December
       31, 2002   1,000,000 $  1,000   $    -     $  (1,545)     $   (545)
                  =========   ======     =======    =======       =======


</TABLE>

















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


<page>

                                The Gizmo Company
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2002


<TABLE>
<CAPTION>
                                                  From       From
                                                Inception  Inception
                                        Year     June 4,    June 4,
                                        Ended      2001      2001
                                        Dec 31,   to Dec    to Dec
                                         2002    31, 2001  31, 2002
<S>                                   <C>      <C>          <C>

Cash Flows From Operating Activities:
  Net (Loss)                           $   -    $ (1,545)  $   (1,545)
  Adjustments to reconcile net loss
    to net cash used in operating
      activities:
   Stock issued for services               -       1,000        1,000
   Changes in assets and liabilities:
    Increase in accounts payable           -         -            -
    Increase in Other Assets               -         -            -
                                        --------   -----      -------
                                           -       1,000        1,000
                                        --------   -----      -------

Net Cash Used in Operating Activities      -        (545)        (545)
                                        --------    -----     -------

Cash Flow From Financing Activities:
  Issuance of Common Stock                 -         -            -
  Advances from shareholder                -         545          545
                                        --------   -----      -------

  Net Cash Provided By Financing
        Activities                         -         545          545
                                        --------   -----      -------

Increase (Decrease) in Cash                -          -           -

Cash and Cash Equivalents - Beginning of
       period                              -          -           -
                                        --------   -----      -------

Cash and Cash Equivalents - End of
       period                          $   -      $   -     $     -
                                        ========    ======    =======

Supplemental Cash Flow Information:
  Interest paid                        $     -     $   -     $     -
                                        ========    ======    =======
  Taxes paid                           $     -     $   -     $     -
                                        ========    ======    =======

</TABLE>



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

                                The Gizmo Company
                          (A Development Stage Company)
                          Notes To Financial Statements
                                December 31, 2002

Note 1 - General:

         Nature of Business

     The Gizmo Company(the "Company") was incorporated on June 4, 2001 under the
laws of the State of Nevada.  The Company's  primary business  operations are to
seek out and acquire or meger with a viable  entity.  The Company  intends to go
public in order to raise funds to meet its business objectives.

         The Company's fiscal year end is December 31.

Note 2 - Summary of Significant Accounting Policies

         Basis of Presentation - Development Stage Company

     The Company has not earned any revenue from limited  principal  operations.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"Development  Stage Enterprise" as set forth in Financial  Accounting  Standards
Board Statement No. 7 ("SFAS 7"). Among the  disclosures  required by SFAS 7 are
that the Company's financial  statements be identified as those of a development
stage  company,  and that the  statements of  operations,  stockholders'  equity
(deficit)  and cash  flows  disclose  activity  since the date of the  Company's
inception.

         Basis of Accounting

     The  accompanying  financial  statements  have been prepared on the accrual
basis of accounting in accordance with accounting  principles generally accepted
in the United States.

         Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  accepted in the United States requires  management to make estimates
and  assumptions   that  affect  certain   reported   amounts  and  disclosures.
Accordingly, actual results could differ from those estimates.

         Cash and Cash Equivalents

     For purposes of the  statement of cash flows,  the Company  considered  all
cash and other highly liquid investments with initial maturities of three months
or less to be cash equivalents.

Net earning (loss) per share

     Basic and diluted net loss per share  information  is  presented  under the
requirements  of SFAS No. 128,  Earnings per Share.  Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period, less shares subject to repurchase. Diluted net
loss per share  reflects the  potential  dilution of  securities by adding other
common stock equivalents, including stock options, shares subject to repurchase,
warrants  and  convertible  preferred  stock,  in  the  weighted-average  number
ofcommon shares outstanding for a period, if dilutive.  All potentially dilutive
securities  have been  excluded from the  computation,  as their effect is anti-
dilutive.
<PAGE>


                                The Gizmo Company
                          (A Development Stage Company)
                          Notes To Financial Statements
                                December 31, 2002

Note 2 - Summary of Significant Accounting Policies(continued)

         Income Taxes

     The Company  accounts for income taxes under SFAS No. 109,  which  requires
the asset and  liability  approach to accounting  for income  taxes.  Under this
method,  deferred tax assets and  liabilities  are measured based on differences
between  financial  reporting and tax bases of assets and  liabilities  measured
using  enacted  tax  rates  and laws  that are  expected  to be in  effect  when
differences are expected to reverse.

Note 3 - Capital Stock Transactions

     The authorized capital common stock is 50,000,000 shares of common stock at
$.001 par value.  During the fiscal  year ended  December  31,  2001 the Company
issued 1,000,000 shares of common stock for services rendered in the amount of $
1,000.

Note 4 - Advance from Shareholder

     An  officer  of the  Company  advanced  cash to the  Company  for  start-up
incorporation costs of $545. This advance was unsecured,  bears no interest, and
is due on demand.


<PAGE>



                                The Gizmo Company
                          (A Development Stage Company)
                          Notes To Financial Statements
                                December 31, 2002

Note 5 -Income Taxes

     There has been no provision  for U.S.  federal,  state,  or foreign  income
taxes for Any period because the Company has incurred  losses in all periods and
for all Jurisdictions.

     Deferred income taxes reflect the net tax effects of temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax assets are as follows:

Deferred tax assets
  Net operating loss carryforwards                       $  1,545
  Valuation allowance for deferred tax assets              (1,545)
                                                          -------
Net deferred tax assets                                  $    -
                                                          =======

     Realization  of deferred tax assets is dependent upon future  earnings,  if
any, the timing and amount of which are uncertain. Accordingly, the net deferred
tax assets have been fully offset by a valuation  allowance.  As of December 31,
2002, the Company had net operating loss  carryforwards of approximately $ 1,545
for federal and state income tax purposes. These carryforwards,  if not utilized
to  offset  taxable  income  begin to  expire  in 2017.  Utilization  of the net
operating  loss may be  subject  to  substantial  annual  limitation  due to the
ownership change  limitations  provided by the Internal Revenue Code and similar
state  provisions.  The annual  limitation could result in the expiration of the
net operating loss before utilization.

Note 6 - Going Concern:

     The accompanying financial statements have been prepared in conformity with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates  continuation  of the Company as a going  concern.  The Company has
generated no revenues and current liabilities exceed current assets by $ 545.

     The future  success of the  Company is likely  dependent  on its ability to
attain additional capital to develop its proposed business and ultimately,  upon
its ability to attain future  profitable  operations.  There can be no assurance
that the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations.


<page>


                                                            EXHIBIT 23


                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
The Gizmo Company

     We consent to  incorporation  of our report  dated March 12,  2003,  of the
balance  sheets of The Gizmo  Company as of December  31, 2002 and  December 31,
2001 and the related  statements of  operations,  stockholders'  equity and cash
flows for the year then ended and from  inception(June  4, 2001) to December 31,
2001,  which report  appears in the December 31, 2002 annual  report on Form 10-
KSB of The Gizmo Company.


Michael Johnson & Co. LLP
Dated: March 14, 2003.