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, 2002

[ ]     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 incorporation  (IRS Employer Identification No.)
             or organization)

         405 Lexington Avenue, 47th Floor, New York, New York          10174
         ----------------------------------------------------          -----
         (Address of principal executive offices )                    (Zip Code)

                    Issuer's telephone number (212) 716-1500
                    ----------------------------------------

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

                                      None

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

                         Common Stock, $0.0001 par value

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

                              Yes [X]    No [ ]

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

                                       1

<PAGE>

Revenues for year ended December 31, 2002: $0

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of December 31, 2002, was: $O

Number of shares of the registrant's common stock outstanding as of July 3, 2003
was: 13,918,300

Transfer Agent as of July 3, 2003:

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


                                       2
<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
is to educate our users on how to avoid traffic violations, and in instances
where a ticket has been issued, to inform the user about techniques for
contesting the alleged infractions. It is our intention to be an informational
site. We do not have any intention of providing legal advice and we will make
every possible attempt to communicate that the content of the site does not
offer definitive legal advice, but rather educational content that should be
used in conjunction with the advice and assistance of a qualified traffic
attorney.

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

                                       3
<PAGE>

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

On June 30, 2001, we entered into an Interest Purchase and Exchange Agreement,
whereby we purchased an 80% interest in WiseDriver, LLC, a New York Limited
Liability Company. WiseDriver, LLC is currently a subsidiary of WiseDriver.com,
Inc. WiseDriver, LLC's primary objective is design and develop an internet web
site to provide the user with information relating to traffic violations.
Although WiseDriver LLC was in its developmental stage and had not commenced
operations, we purchased WiseDriver LLC for its business plan, concept, idea and
the working knowledge of the industry of its Managing Member, Joshua Berger who
became our President upon execution of the Agreement. In addition, we purchased
the domain name www.wisedriver.com.

Our corporate offices are located at 405 Lexington Avenue, 47th Floor, New York,
NY 10174 and our telephone number is (212) 716-1500.

STRATEGIC PARTNERS

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

-    Cost Per Click (CPC)

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

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


                                       4
<PAGE>

-    Cost Per Acquisition (CPA)

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

-    Revenue Sharing

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

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

Advertising on Wisedriver

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

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

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


                         OUR BUSINESS EXPANSION STRATEGY

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

                                       5
<PAGE>

         1.       Internet access and service providers;

         2.       Internet content providers;

         3.       web site development companies;

         4.       web site and e-mail hosting companies; and

         5.       electronic commerce companies.

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

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

These alliances are intended to increase our core user base, transaction volume
and operational efficiency and to further enhance our brand name recognition.
See "Risk Factors -- We intend to grow through acquisitions of other companies,
and our business and financial results could be adversely affected if we do not
successfully implement these acquisitions". Of course, we cannot assure you that
we will be successful in forging these alliances and accomplishing our intended
expansions. Our success in this regard will depend on locating and acquiring
financially sound companies and raising additional financing sufficient to meet
the costs of such acquisitions. There may be legal or licensing requirements
that could adversely affect our ability to provide new services.

                                   COMPETITION

The market for Internet services and products is intensely competitive. Since
the Internet's commercialization in the early 1990's, the number of web sites on
the Internet competing for users' attention has proliferated with no substantial
barriers to entry. We expect that competition will continue to intensify.

Potential competition derives from a number of large Internet companies and
services that have expertise in developing on-line commerce and in facilitating
Internet traffic, including America On-line, Microsoft and Yahoo!. Many of these
offer the same free or paid services that we offer. These potential competitors
could choose to compete directly or indirectly through affiliations with other
electronic commerce companies, including direct competitors. Other large
companies with strong brand recognition, technical expertise and experience in
Internet commerce could also seek to compete in this marketplace.

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

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

                                       6
<PAGE>

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

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

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

                         GOVERNMENT AND STATE REGULATION

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

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

INTERNET LAW

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

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

                                       7
<PAGE>

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

EMPLOYEES

We employ one person on a part-time basis. We will employ additional people as
we continue to implement our plan of operation. 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 405 Lexington Avenue, 47th Floor, New York, NY
10174. The primary tenant is the Atlas Group of Companies, LLC., a related
party, owned by Michael Farkas.

On February 1, 2001, the Company agreed to reimburse The Atlas Group of
Companies, LLC ("Atlas Group"), a related party, $2,000 per month for operation
and administrative expense. Atlas Group is owned by Michael D. Farkas. As of
June 30, 2003, the expense incurred to this related party amounted to $32,000.

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

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

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

None.


                                       8
<PAGE>

                                     PART II

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

On June 25, 2003, there were 49 shareholders of record of the Company's common
stock. The Company's common stock is currently not available for trading on any
nationally recognized exchange.

Dividends
---------

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

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

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

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

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

YEARS ENDED DECEMBER 31, 2002 AND 2001

Development stage expenses during the year ended December 31, 2002 were $83,049
compared to $126,329 for the year ended December 31, 2001.

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 audit fees and
quarterly regulatory filings.

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

PERIOD FROM MARCH 16, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2002

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 ($302,769). These expenses were
primarily salary ($106,444), office expenses for administrative services and
rent ($57,722) and professional fees such as accounting ($45,213) and legal
services ($31,247). The professional fees were related to the Company's annual
and quarterly filings.

                                      II-1

<PAGE>

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 has been used to cover working capital needs.

For the years ended December 31, 2002 and 2001, we incurred a net loss of
$85,554 and $127,671, respectively. Our accumulated deficit since the date of
inception is $302,769. 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, 2002 AND DECEMBER 31, 2001
AND FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
AND FOR THE PERIOD MARCH 16, 1999 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 2002

<PAGE>



                                                                        Page(s)

INDEPENDENT AUDITORS' REPORT                                                  1

CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND DECEMBER 31, 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002 AND 2001 AND FOR THE PERIOD
MARCH 16, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2002

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


                                       i

<PAGE>


INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying balance sheets of Wisedriver.com, Inc. &
subsidiary (a development stage company) as of December 31, 2002 and 2001 and
the related statements of operations, change in stockholders' deficit and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 statements referred to above present fairly, in
all material respects, the financial position of Wisedriver.com, Inc. &
subsidiary as of December 31, 2002 and 2001, and the result of its operation and
its cash flow for the years then ended 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
June 17, 2003


                                      F-1

<PAGE>

<TABLE>
<CAPTION>

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

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

                                                                         DECEMBER 31,             DECEMBER 31,
                                                                               2002                    2001
                                                                             --------                ---------
ASSETS

CURRENT ASSETS:
<S>                                                                         <C>                      <C>
    Cash                                                                    $   4,521                $      44
    Other receivables                                                              50                       50
    Note receivable - related party                                            22,000                        0
                                                                            ---------                ---------

        Total current assets                                                   26,571                       94

WEBSITE-NET OF ACCUMULATED AMORTIZATION                                        12,600                   16,920
                                                                            ---------                ---------

    TOTAL ASSETS                                                            $  39,171                $  17,014
                                                                            =========                =========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

    Accounts payable                                                        $  38,005                $  57,842
    Accrued expenses                                                            7,426                    7,342
    Other liabilites                                                            1,264                        0
    Notes payable - related party                                                   0                   23,800
                                                                            ---------                ---------

        Total current liabilities                                              46,695                   88,984
                                                                            ---------                ---------

STOCKHOLDERS' DEFICIT:

    Common stock, par value $.0001 per share;
       250,000,000 shares authorized;
       13,918,300 and 7,918,300 shares issued and outstanding                   1,392                      792
    Additional paid-in capital                                                293,853                  144,453
    Deficit accumulated during the development stage                         (302,769)                (217,215)
                                                                            ---------                ---------

     Total stockholders' deficit                                               (7,524)                 (71,970)
                                                                            ---------                ---------

    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $  39,171                $  17,014



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

                                      F-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
                                                   2002                  2001              DECEMBER 31, 2002
                                           -------------------   -------------------     ----------------------
<S>                                        <C>                   <C>                     <C>
DEVELOPMENT STAGE REVENUES                 $                0    $                0      $                0
                                           -------------------   -------------------     ----------------------

DEVELOPMENT STAGE EXPENSES
    Accounting fees                                    22,980                14,733                  45,213
    Amortization expense                                4,320                 4,320                   9,000
    Bank charges                                          402                   172                     855
    Consulting fees                                     5,000                     0                  12,495
    Corporate fees                                      1,481                 3,223                   5,554
    Legal fees                                          7,100                18,182                  31,247
    Licenses and taxes                                    870                 1,257                   3,961
    Office expenses                                    24,000                24,000                  55,905
    On-line services                                      385                   420                     945
    Payroll                                            13,077                54,904                 106,444
    Payroll tax expense                                 3,173                 4,596                  11,126
    Postage                                                 0                   207                     384
    Printing                                              175                   315                     490
    Travel - meals and entertainment                       86                     0                      86
    Rent                                                    0                     0                   1,817
    Website & development fee                               0                     0                  13,400
                                           -------------------   -------------------     ----------------------

TOTAL DEVELOPMENT STAGE EXPENSES                       83,049               126,329                 298,922
                                           -------------------   -------------------     ----------------------

Loss from operations                                  (83,049)             (126,329)               (298,922)
Interest income                                          (214)                    0                    (214)
Interest expense                                        2,719                 1,342                   4,061
                                           -------------------   -------------------     ----------------------

NET LOSS                                   $          (85,554)   $         (127,671)     $         (302,769)
                                           ===================   ===================     ======================

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

Weighted-average number of common
shares outstanding                                  9,184,053             7,918,300
                                           ===================   ===================






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

                                       F-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, March 16, 1999 (date of inception)                                   0  $        0  $        0   $        0   $        0

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

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

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

Forward stock split 6,500 to 1                                        6,499,000         650        (650)           0            0

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

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

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

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

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

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

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

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)
                                                                     ==========  ==========  ==========   ==========   ==========




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

                                       F-4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

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

                                                                                                         FOR THE PERIOD
                                                                          YEARS ENDED                    MARCH 16, 1999
                                                                          DECEMBER 31,                   (INCEPTION) TO
                                                                             2002             2001      DECEMBER 31, 2002
                                                                          ------------      ---------   -----------------

OPERATING ACTIVITIES:
<S>                                                                        <C>              <C>              <C>
    Loss accumulated during the development stage                          $ (85,554)       $(127,671)       $(302,769)
    Adjustments to reconcile net loss to net cash
     used in operating activities:
      Amortization                                                             4,320            4,320            9,000
      Stock issued for consulting services                                         0                0            7,495
      Changes in assets and liabilities:
        (Increase) decrease in other receivables                                   0               50              (50)
        Decrease in prepaid expenses                                               0            3,500                0
        (Increase) in note receivable from related party                     (22,000)               0          (22,000)
        Increase in other liabilities                                          1,264                0            1,264
       (Decrease) increase  in accounts payable and accrued expenses         (19,753)          54,748           45,431
                                                                           ---------        ---------        ---------

             Net cash used in operating activities                          (121,723)         (65,053)        (261,629)
                                                                           ---------        ---------        ---------

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                                  150,000                0          287,750
     Net loans to related party                                              (23,800)          23,800                0
                                                                           ---------        ---------        ---------

             Net cash provided by financing activities                       126,200           23,800          287,750
                                                                           ---------        ---------        ---------

Increase (decrease) in cash                                                    4,477          (41,253)           4,521
                                                                           =========        =========        =========

Cash, beginning of period                                                         44           41,297                0
                                                                           =========        =========        =========

Cash, end of period                                                        $   4,521        $      44        $   4,521
                                                                           =========        =========        =========


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

                                       F-5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

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

                                                                                           FOR THE PERIOD
                                                         YEARS ENDED                       MARCH 16, 1999
                                                         DECEMBER 31,                      (INCEPTION) TO
                                                                2002            2001    DECEMBER 31, 2002
                                                                ----            ----    -----------------

<S>                                                           <C>             <C>             <C>
Supplemental cash flow information:
    Interest paid                                             $3,370          $    0          $     3,370
    Income taxes paid                                         $  870          $1,257          $     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.

                                       F-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 majority owned 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.

                                      F-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 provided a valuation allowance to offset net
     deferred tax assets.

     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, 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.

                                      F-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:


                                             DECEMBER 30,      DECEMBER 31,
                                              2002                 2001
                                       ------------------  -------------------

     Website                           $          21,600    $          21,600
     Less: Accumulated amortization               (9,000)              (4,680)
                                       ------------------  -------------------

     Total website                     $          12,600    $          16,920
                                       ==================  ===================

     Amortization expense for the years ended December 31, 2002 and December 31,
     2001 totaled $4,320 and $4,320, respectively.

4.   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, 2002 and 2001, the Company had net operating loss
     carryforwards ("NOL's") of approximately $15,400, available to reduce
     future taxable income, which will expire through in 2021. In addition, at
     December 31, 2002, 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,
                                                                                2002                     2001
                                                                      -----------------------   ----------------------
<S>                                                                   <C>                       <C>
     Deferred tax assets:
     Expenses not currently deductible - start up cost                $               94,400    $              80,000
     Net operating loss carryforwards                                                  6,000                    6,000
                                                                      -----------------------   ----------------------

     Total deferred tax assets                                                       100,400                   86,000
     Valuation allowance                                                            (100,400)                 (86,000)
                                                                      -----------------------   ----------------------

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


                                      F-9

<PAGE>

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

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

4.   INCOME TAXES (continued)

     For the years ended December 31, 2002 and December 31, 2001 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, 2002 and 2001 and the period March 16, 1999
     (date of inception) through December 31, 2002 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 %
                                                      ==========

5.   NOTES PAYABLE

     As of December 31, 2002 and December 31, 2001, notes payable to Atlas
     Equity Group, Inc., a related party, aggregated to $0 and $23,800,
     respectively. These notes were short-term borrowings at an interest rate of
     10% per annum. These notes were paid in full in November of 2002.


6.   NOTES receivable

     As of December 31, 2002 and December 31, 2001, notes receivable from Atlas
     Equity Group, Inc., a related party, aggregated to $22,000 and $0,
     respectively. This note is due in May 2003 and incurs interest rate of 10%
     per annum.

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 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,
     2002, only the initial 150,000 shares became vested and exercisable under
     the conditions in Joshua Berger's stock option agreement.


                                      F-10

<PAGE>

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

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

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 and then sole shareholder 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, the cost of the services
     rendered.

     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 (Note 7). 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 as amended. Common stock was offered to accredited and non-accredited
     investors for cash consideration of $0.15 per share. 918,333 shares were
     issued to 39 unaffiliated investors. The offering was closed in November
     2000.

     On July 25, 2002, pursuant to a Registration Statement on Form SB-2, the
     Company sold 6,000,000 shares of common stock at $0.025 per shares. In
     addition, this offering registered the 918,333 shares of common stock held
     by the 39 unaffiliated investors from the July 17, 2000 Regulation D 504
     offering. The offering closed in 2002.

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.

     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, 2002 aggregated to
     $302,769. 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.

                                      F-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 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, 2002 and 2001, 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.

     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, $2,000 per month for
     operation and administrative expense. Atlas Group is owned by Michael D.
     Farkas. For the years ended December 31, 2002 and 2001, the expense
     incurred to this related party amounted to $24,000 and $22,000,
     respectively.


                                      F-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.

                                      II-2

<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 October 1,
2001, 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         29          June 13, 2000    President and Chairman of the Board
Jamee Kalimi          33          June 13, 2000    Secretary and Director
</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. From August 1993 until June of 1997, Mr. Berger
attended New York Law School.

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

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, 2002, to
executive officers who were serving as of the fiscal year ending December 31,
2002, whose salary and bonus during fiscal year ending December 31, 2002
exceeded $100,000. In 2002, 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          2002       $   10,869.28          0              0            0                 0            $0
President

Jamee Kalimi           2002       $           0          0              0            0                 0             0
Secretary
</TABLE>

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

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

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


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

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

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

                                     III-2

<PAGE>

(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 405 Lexington Avenue, 47th Floor, New York, NY
10174. The primary tenant is The Atlas Group of Companies, LLC., a related
party, owned by Michael Farkas.

From July 2000 to November 2000, we agreed to reimburse Wealthhound.com, Inc.
$1,500 per month (on a month-to-month basis) which increased to $2,000 per month
in December 2000, for administrative services and other operating expenses such
as secretarial services, copying, office supplies, delivery service, couriers
and telephone usage. Michael D. Farkas is the Chairman and C.E.O. of
Wealthhound.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, 2001, the expense incurred to this related party
amounted to $22,000.

                                     III-3

<PAGE>

As of July 25, 2002, notes payable to Atlas Equity Group, Inc., a related party,
aggregated to $25,835. 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-4

<PAGE>


                                     PART IV

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.

We filed a report on Form 8K on November 8, 2003 based on our change in
accountants.

ITEM 14. 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.

                                      IV-1

<PAGE>

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.


                                   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: July 3, 2003

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       July 3, 2003
--------------------       Officer and Chief Financial
   Joshua Berger           Officer



/s/ Jamee Kalimi           Secretary and Treasurer          July 3, 2003
--------------------
    Jamee Kalimi

                                      IV-2

<PAGE>

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

I, Joshua Berger certify that:

1.   I have reviewed this annual report on Form 10-KSB of WiseDriver.com, Inc.

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date with 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about effectiveness
          of the disclosure controls and procedures based on our evaluation as
          of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors and material weakness in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

<PAGE>

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:     July  3, 2003


                                        /s/  Joshua Berger
                                        ---------------------------
                                        Joshua Berger
                                        Chief Executive Officer and
                                        Chief Financial Officer