U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                FORM 10-KSB/A

       SECOND AMENDED ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
              THE SECURITIES AND EXCHANGE ACT OF 1934 FOR THE FISCAL
                        YEAR ENDED DECEMBER 31, 2002


                                Jasmine's Garden
                     -------------------------------------
                     (Exact name of issuer in its charter)


         Nevada                                         91-2132336
(State of Incorporation)                         (I.R.S. Employer I.D. No.:)


                               32740 Greene Drive
                             Springville, CA 93265
                            (559) 539-0923 (PHONE)
                              (559) 539-5113 (FAX)
           -----------------------------------------------------------
         (Address and telephone number of principal executive offices)


 SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

None

 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

 Title of each class to be so registered

Common Stock

Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 is not 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 amendments to this Form 10-KSB. [ X ]

The issuer's revenues for the Fiscal Year ended December 31, 2002 were $4,661.
The aggregate market value of the voting stock (which consists solely of shares
of Common Stock) held by non-affiliates of the issuer as of December 31, 2002,
computed by reference to the market value of the registrant's common stock, as
determined by reference to Jasmine's initial public offering price of its
shares, pursuant to From SB-2, was approximately $6,015,400. As at December 31,
2002, there were 6,015,400 shares of the issuer's common stock outstanding.
<PAGE>
Transitional Small Business Disclosure Format (check one)  Yes     No   X
                                                              ----    -----

                               TABLE OF CONTENTS
                               -----------------
  PART I
  ------

  Item 1     Description of Business .............   3

  Item 2     Description of Property..............   6

  Item 3     Legal Proceedings ...................   8

  Item 4     Submission of Matters to a
             Vote of Security Holders.............   8

  PART II
  -------

  Item 5     Market for Common Equity and
             Related Stockholder Matters .........   9

  Item 6     Management's Discussion and
             Analysis of Financial Condition
             and Results of Operations ...........   9

  Item 7     Financial Statements and
             Supplementary Data ..................  10

  Item 8     Changes in and Disagreements with
             Accountants on Accounting and
             Financial Disclosure ................  10

  PART III
  --------

  Item 9     Directors and Executive Officers
             of the Registrant ...................   9

  Item 10    Executive Compensation ..............   9

  Item 11    Security Ownership of Certain
             Beneficial Owners and Management

  Item 12    Certain Relationships and
             Related Transactions ................   13

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

  SIGNATURES .....................................   19


                                      PART 1
                                      ------

                                JASMINE'S GARDEN

                               2002 ANNUAL REPORT

Dear Shareholder:


The first full year of operation for Jasmine's Garden has been very exciting
and also very intriguing. Expectations regarding the Company's product appeal
have been fully realized. Greeting cards, note cards, and gift cards with
unique designs have been accepted well by customers. The products are sold at
various outlets and via the internet using the Company website as its
storefront. Sales have been small initially and as the Company explores
different means of merchandising, the more successful approaches will be
expanded. The business model initially adopted by the Company has been adhered
to and as seen by the financial statements operations have yielded amazing
profits. The gross income is minimal but overall expenses likewise are well
controlled yielding good percentage yields.

During 2002 the Company filed with the Securities and Exchange Commission to
sell its stock to the public. To date 15,400 shares have been sold thus raising
some of the capital it will need to expand sales. The IPO market is extremely
weak and consequently the sale of stock has suffered. The Company will continue
to explore means by which it can sell its remaining shares in order to raise
the capital needed.

Also during 2002 the Company applied for trading on the OTC Bulletin Board. It
had as its sponsor National Capital Corporation and National filed a 15c-211
form with the NASD. The NASD approved Jasmine's Garden for trading and it did
in fact start trading with the symbols JASG. Two weeks after trading started,
National Capital Corporation had to shut down its operations due to internal
financial problems and could no longer make markets in any stock. That
unrelated event caused the company to lose its quote for its securities until
another sponsoring market maker could be found. The Company is looking for
another sponsor to refile the 15c-211 form.

The Company intends to stay the course since management is fully satisfied with
its first year results. The business plan appears sound and since the gross
profit margins are good , no major changes are expected in the current
approach.


Sincerely,

Jack Gregory
-----------------------
Jack Gregory, President





                             BUSINESS OF THE COMPANY

Jasmine's Garden was founded on the basis that a very unique product style
existed with the amalgamation of disciplines possessed by Jasmine Gregory. With
expertise in art, fashion, photography, and computer graphics, Jasmine produced
designs of flowers, fruits, and vegetables that are outstanding. These designs
are put in the form of greeting cards, note cards, and gift cards. They are now
mechanized in novelty shops and other outlets. Some of the designs are also
displayed in the Company website, www.jasminesgarden.com. The Company portfolio
of designs is extensive and continually expanding. The website is changed
continually and addresses the particular seasons that are pending. The market
place appears to be quite expansive and gross sales should grow with continued
exposure of the products. To date no advertising has been used and only word of
mouth and repeat business has accounted for the existing sales. Customer
requests for enlargements and framed enlargements speaks for itself as to the
uniqueness of the designs. One organization with the Calla Lily as its
designated flower ordered 250 boxes of note cards to be given to their
attendees at a national convention. To date satisfaction of customers continues
to fuel the enthusiasm of the Company and consequently a continued growth in
sales is expected.

The following table summarizes selected financial data contained within the
attached financial statements. For more information regarding the Company's
financial data, please refer to the audited financial statements.


                                             YEAR ENDED DECEMBER 31,
                                              2002            2001
                                            --------        --------
  Total Operating Revenue                   $  4,661        $  2,778
  Total Net Income (Loss) after Taxes          2,392         (8,353)
  Total Assets                                16,307            977
  Total Current Liabilities                      868          3,330
  Long Term Debt                                   0              0
  Earnings (Loss) per Share                        0              0


Products

Jasmine Gregory has combined her knowledge in and love for design, photography,
and painting, into creating greeting cards, gift cards and stationery through
computer graphics. These items are created from photographic images of actual
fruits and vegetables. Current flower designs include Poppy, yellow Iris,
Shooting Star, Pansy, Wild Mountain Orchid, Orchid Branch, White Orchids, Pink
Orchids, The Rose Buds, Azalea Heart, Corner Red Rose, Azalea, Calla Lilies,
Snapdragon, Daffodils, Geraniums. Current fruit and vegetable designs include
Bing Cherries, Golden Delicious Apples, Strawberries, Oranges, Plums, Quince,
Gala Apples, Pear Blossoms, Radishes, Pepper Branch, Cucumbers, and Tomato
Branch.


Greeting cards

Greeting cards come in an array of fruits, flowers and vegetables. They each
have a graphic design on the cover of the card, and are blank inside. The cards
measure 4.25 x 5.5 inches and cost $3.00 each.

Note cards

4.25 x 5.5 note cards, featuring either fruits, flowers, or vegetables, or a
combination of each, come 8 to a box, at a cost of $12.00 per box.

Gift Cards

Gift cards, featuring fruits, flowers, vegetables, or two different styles,
suitable for gift name tags, are 2 1/4 x 2 3/4 inches in dimension, and cost
$4.00 for eight cards.


Current operations

Our products are produced by imaging a living plant, such as a flower or fruit,
then enhancing it by computer graphics techniques. We currently have an
established library of 75 images. The data for the library is stored on compact
disks, and is used to print any products ordered, be it greeting cards, note
cards, or gift cards, when the order is received. Printing is done on a high
resolution photo quality printer. We have no agreements with suppliers, as our
supplies primarily consist of ink cartridges for our printer and paper stock,
which we can buy from any retail outlet at a reasonable price. With increased
capital, we believe we can generate more interest in our product with
advertising and marketing, and will have to invest some of this capital in
putting out an inventory of product for retailers.

We have seven retail outlets at the present time, and our Internet web site. We
have no written agreements with our retailers, and no arrangements with current
vendors. Our plan of expansion of our operations is simply as we raise funds or
generate revenue sufficient to invest in a marketing and advertising plan, we
intend to implement it as follows.

Planned advertising and promotion

As part of its plan of operations, which is dependent upon the raising of
sufficient capital, Jasmine's plans to engage in an ongoing marketing program,
consisting of direct mailing and solicitation to gift stores, department
stores, Internet e-commerce retailers of cards and gifts, and has established
its Internet web site, www.jasminesgarden.com, as an e-commerce source for
purchase of our products.

We intend to implement the marketing and advertising program as follows:

 -Phase One: Phase One of the program is to develop a sales force of
commissioned salespersons, to expand our retail operations, and to enhance
their activities by national television and Internet advertising, at an
estimated cost of $150,000. This phase also anticipates that we will develop an
inventory of product to satisfy the needs of our new retail outlets, at an
estimated cost of $8,450. We anticipate that we will accomplish this phase
after we are able to obtain financing by sales of our equity securities.

- Phase Two: Phase Two of the program, if sufficient funds permit, is to expand
our advertising and marketing program at an estimated cost of $70,000, with a
corresponding increase in inventory, at an estimated cost of $50,000.

- Phase Three: Phase Two of the program, if sufficient funds permit, is to
expand our advertising and marketing program at an estimated cost of $100,000,
with a corresponding increase in inventory, at an estimated cost of $100,000.

- Phase Four: Phase Four of the program, if sufficient funds permit, is to
expand our advertising and marketing program at an estimated cost of $150,000,
with a corresponding increase in inventory, at an estimated cost of $ 50,000.

- Phase Five: Phase Five of the program, if sufficient funds permit, is to
expand our advertising and marketing program at an estimated cost of $175,000,
with a corresponding increase in inventory, at an estimated cost of $175,000.

Properties.

 Jasmine's uses offices at 32740 Greene Drive, Springville, California, from
its president, Jack Gregory, on a month-to-month basis, at no cost to us. The
offices are located in the residence of our directors, Jasmine and Jack
Gregory. Jasmine's owns all of its photographic and computer equipment. The
office space consists of approximately 150 square feet of office space, which
is adequate for Jasmine's needs at the present time and which is adequately
covered by insurance.
Patents

Jasmines has no patents or trademarks. Its is the owner of the Internet domain
name, www.jasminesgarden.com. Jasmine's products are all copyrighted.

 Employees.

As of December 31, 2002, Jasmine's has two employees. Jack Gregory, Jasmine's
president, devotes his part time efforts to the business of Jasmine's .
Jasmine's Secretary/Treasurer, Jasmine Gregory, devotes her full time efforts
to our business. Jasmine's has no written employment contracts. None of
Jasmine's employees are covered by a collective bargaining agreement. Jasmine's
has never experienced an employment related work stoppage and considers its
employee relations to be satisfactory.

Competition.

The greeting card industry is highly competitive with respect to price and
quality. Certain factors, such as substantial price discounting, increased
labor and benefits costs may adversely affect the industry in general and
Jasmine's in particular. Jasmine's will compete with a large number of national
and regional wholesalers and retailers of greeting cards and similar products
such as Hallmark and American Greetings. Most of our potential competitors have
financial resources superior to us, so there can be no assurance that Jasmine's
projected income will not be affected by its competition. Jasmine's expects
this competition to increase.

Government Regulation.

Our business is not affected by any governmental regulation.


Results of Operations

The year 2002 was the first full year of operation for Jasmine's Garden. It was
a year full of anticipation observing the success with which the Company's
products were accepted by the public. The Company business plan was developed
and executed adhering to the policies as originally formulated. Considering
that Jasmine's Garden is still in the development stage, management is very
satisfied with the initial growth in sales and especially its gross margin of
profit. The Company was able to control costs and retired all long term debt.
The revenues are small however if the business plan can be adhered and costs
contained it is expected the gross margin profit will remain satisfactory.

 Sales for the fiscal year ended December 31, 2001 cover the year beginning
March 27, 2001, compared to a full 12 month year ending December 31, 2002.
Revenues for the period ended December 31, 2001 were $2,778, and costs of sales
were $1,143, compared to higher revenues of $4,661 and costs of sales of $1,312
for the same period of 2002. General and administrative expenses for the year
ended December 31, 2001 were $9,988, compared to $1,527 for the year ended
December 31, 2002, in which sales were reported as higher. Management
attributes the reason for the decrease in administrative and general expenses
to a $6,000 one time transaction for the expense in issuance of stock to our
directors and to our legal counsel. This transaction consisted of the issuance
of 5,700,000 shares to our directors and 300,000 shares to our legal counsel.
Costs of sales for both periods consist of ink, paper, envelopes, and packaging
materials. The company's general and administrative expenses for both periods
include state income tax expense, sales tax expense and other miscellaneous
expenses. General and administrative expenses for the year ending December 31,
2002 include an $800 income tax expense, as compared to $0 income tax expense
in 2001. We also incurred $409.00 in loan interest expense in 2002 as compared
to $301.00 in 2001. The net profit for the year ended December 31, 2002 was
$2,392, compared to a net loss of $8,353 for the comparable period of 2001.


Liquidity and Capital Resources

 Our inception on March 27, 2001 resulted in a $6,000 non-cash expense item,
representing the fair value of stocks issued for services to our directors and
officers. This transaction can be summarized as follows: In connection with
organizing Jasmine's, on March 27, 2001, Jasmine Gregory was issued 3,000,000
shares of restricted common stock, valued at $3000, and Jack Gregory was issued
2,700,000 restricted shares of common stock, valued at $2650 in exchange for
the business plan of Jasmine's, and Jasmine's trade name, and to compensate
Jack Gregory for management and consultation services and Jasmine Gregory for
designing and producing all of the company's products, and in exchange for
Jasmine Gregory's entire library of designs. The company's accountant suggested
that the expense associated with this issuance be classified in general and
administrative expenses. The period ending December 31, 2001 included a $3,009
loan from our director, and we paid off this loan during the fiscal year 2002.
During 2002, we sold stock for cash in an initial public offering registered on
Form SB-2 to non-affiliated parties in the amount of $15,400.

As of December 31, 2002, we had $16,055 cash on hand and total current
liabilities of $868. We have no material commitments in the next twelve months.
We believe that our current cash needs for at least the next twelve months can
be met by loans from our directors, officers and shareholders. However, our
principals are not legally obligated to loan us these operating funds, and
there can be no assurance that any private placements of common stock will be
successful. Due to our lack of cash and current liabilities since inception,
management believes a comparison of the period ended December 31, 2002 and the
period ended December 31, 2001 would not be meaningful.

PLAN OF OPERATIONS

Jasmine's has established a stock inventory of its products to meet its
expected increased sales, using the existing designs, and plans to begin a
national marketing campaign. If we do not receive the minimum financing
required to put our business plan into operation, we will first seek to obtain
a market for our common stock, and then attempt to raise the minimum capital
required through private placements of our common stock or borrowing from our
officers and directors.

Our product library has been established, and we are currently selling our
products in seven retail outlets, to private individuals and companies, and on
the Internet through our web page. Since the product library is stored on
compact disk, it is simply a matter of printing the stock we need to satisfy
the orders we receive at the present time. The orders are usually printed the
day we receive them and shipped the following day. Printing is done in house on
a high resolution color photographic printer. We intend to continue doing
business in this manner, and plan to expand by personal contact, by word of
mouth, and via the Internet, until such time as we raise sufficient capital to
begin a marketing and advertising campaign.

Jasmine's has no current material commitments. Jasmine's depends upon capital
to be derived from future financing activities such as subsequent offerings of
its stock or contributions from its officers and directors. There can be no
assurance that Jasmine's will be successful in raising the capital it requires.
Management believes that, if this offering and the subsequent private
placements are successful, Jasmine's will be able to generate revenue from
product sales and achieve liquidity within the next twelve months, and
estimates that this liquidity will continue, unless it goes over budget.
Jasmines has calculated the legal and accounting costs associated with filing
the requisite reports under the Securities Exchange Act in this discussion of
its funding and liquidity requirements.

Jasmine's does not expect to incur any research and development costs.
Jasmine's does not expect the purchase or sale of plant or any significant
equipment. Jasmine's has generated minimal revenue since its inception.

FORWARD LOOKING STATEMENTS

This annual report statement contains forward- looking statements. Jasmine's's
expectation of results and other forward-looking statements contained in this
registration statement involve a number of risks and uncertainties. Among the
factors that could cause actual results to differ materially from those
expected are the following: business conditions and general economic
conditions; competitive factors, such as pricing and marketing efforts; and the
pace and success of product research and development. These and other factors
may cause expectations to differ.


ITEM 1.   DESCRIPTION OF BUSINESS

          Incorporated by reference to the annual report.


ITEM 3. LEGAL PROCEEDINGS

This information is incorporated by reference to the Proxy Statement for the
2003 Annual Meeting.

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

This information is incorporated by reference to the Proxy Statement for the
2003 Annual Meeting.

  PART II
  -------

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

This information is incorporated by reference to the Proxy   Statement for the
2003 Annual Meeting.

ITEM 6.   MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF   OPERATIONS

Incorporated by reference to the annual report.


ITEM 7. FINANCIAL STATEMENTS

Information with respect to this item is contained in the financial statements
appearing on Item 13 of this Report. Such information is incorporated herein by
reference.

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

There have been no changes in or disagreements among our independent
accountants in the last fiscal year.


  PART III.
  ---------

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

This information is incorporated by reference to the Proxy Statement for the
2003 Annual Meeting.


ITEM 10. EXECUTIVE COMPENSATION.

This information is incorporated by reference to the Proxy Statement for the
2003 Annual Meeting of Shareholders.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This information is incorporated by reference to the Proxy Statement for the
2003 Annual Meeting of Shareholders.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This information is incorporated by reference to the Proxy Statement for the
2003 Annual Meeting of Shareholders.


ITEM 13. INDEX TO EXHIBITS AND REPORTS ON FORM 8-K

(a)  Financial Statements (included in Part II of this Report):

    Report of Independent Certified Public Accountant
    Financial Statements
    Balance Sheets
    Statement of Loss And Accumulated Deficit
    Statements of Cash Flows
    Statements of Stockholder's Equity
    Notes to Consolidated Financial Statements

All of these items are incorporated by reference to the Annual Report to
Shareholders

    (b) Reports on Form 8-K:
        None

    (c) Exhibits
        None


   FINANCIAL STATEMENTS

   Report of Independent Certified Public Accountant dated
   February 13, 2003
   Financial Statements
   Balance Sheets
   Statement of Loss and Accumulated Deficit
   Statements of Stockholder's Equity
   Statements of Cash Flows
   Notes to Financial Statements


                           JASMINE'S GARDEN
                      (A Development Stage Company)
                          FINANCIAL STATEMENTS

                            December 31, 2002


                               CONTENTS


  Independent Auditors' Report  .........................F 2

  Balance Sheet .........................................F 3

  Statements of Operations ..............................F 4

  Statements of Stockholders' Equity (Deficit)...........F 5

  Statements of Cash Flows...............................F 6

  Notes to the Financial Statements......................F 7-F9




                          Independent Auditor's Report


Board of Directors and Stockholders
JASMINE'S GARDEN
Springville, California

I have audited the accompanying balance sheets of JASMINE'S GARDEN. (a
development stage company) as of December 31, 2002 and 2001, and the related
statements of operations, stockholders' deficit, and cash flows for the years
then, and for the period March 27, 2001(inception) through December 31, 2002.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.

I conducted my audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that I 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. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the 2002 financial statements referred to above present fairly,
in all material respects, the financial position of JASMINE'S GARDEN as of
December 31, 2002 and 2001, and the results of its operations and its cash
flows for the years then ended and for the period March 27, 2001(inception)
through December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as going concern. As discussed in Note 5, the Company is
in development stage and has limited assets, limited working capital, and has
sustained losses during its development stage which together raise substantial
doubt about its ability to continue as a going concern. Management plans
regarding those matters are also described in Note 5. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

Rogelio G. Castro
---------------------------
Rogelio G. Castro
Certified Public Accountant

Oxnard, California
February 21, 2003



                            JASMINE'S GARDEN
                    (A Development Stage Company)
                             Balance Sheets

                                             December 31,
                                           2002       2001
                                         --------   --------
                      ASSETS
  Current Assets:
    Cash                                  $16,055    $  977
    Accounts Receivable                       252         -
                                           ------     -----
      Total Current Assets                 16,307       977
                                           ------     -----

  TOTAL ASSETS                            $16,307    $  977
                                           ======     =====

     LIABILITIES & STOCKHOLDERS' EQUITY

  Current Liabilities:
    Accrued Expenses                      $   868    $  321
    Note Payable                                -     3,009
                                           ------     -----
      Total Current Liabilities               868     3,330
                                           ------     -----

  Stockholders Equity:
    Common Stocks, $.001 par value
     Authorized Shares; 50,000000
     Issued and Outstanding Shares;
     6,015,400 and 6,000,000, respectively  6,015     6,000
     Paid In Capital                       15,385         -
     Deficit Accumulated during
      The Development Stage                (5,961)   (8,353)
                                           -------    ------
      TOTAL STOCKHOLDERS= Equity (Deficit) 15,439    (2,353)
                                           ------     ------
  TOTAL LIABILITIES AND
     STOCKHOLDERS EQUITY                  $16,307    $  977
                                           ======     ======


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

                                    F3



                                 JASMINE'S GARDEN
                         (A Development Stage Company)
                            Statements of Operations

                                                                 From
                                     For the       For the       Inception
                                     Year Ended    Year Ended    March 27,2001
                                     December 31,  December 31,  Through
                                                                 December 31,
                                       2002          2001        2002
                                     ------------  ------------ --------------

  Income                             $ 4,661         $ 2,778      $ 7,439
  Operating Expenses:
    Cost of Sales                      1,312           1,143        2,455
    General and Administrative         1,527           3,988       11,515
                                     ------------  ------------ --------------
       Total Expenses                  2,839          11,131       13,970
                                     ------------  ------------ --------------
  Net Income (Loss) from Operations    1,822          (8,353)      (6,531)
  Other Income                           570               -          570
                                     ------------  ------------ --------------
  Net Income (Loss)                   $ 2,392        $(8,353)     $(5,961)
                                     ============  ============ ==============
  Basic Loss Per Share                $     -        $     -
                                     ============  ============

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

                                    F4




                                JASMINE'S GARDEN
                         (A Development Stage Company)
                        Statement of Stockholders Equity
               For the period March 27, 2001 (inception) through
                               December 31, 2002


<TABLE>
<S>                                        <C>             <C>      <C>           <C>
                                                                                Deficit
                                          Number         Common                 Accumulated
                                          of             Stock      Paid        During
                                          Shares         at Par     in          Development
                                          Outstanding    Value      Capital     Stage
                                          -----------    -------    --------  ------------
  Stocks issued at inception
     for services                         6,000,000      $6,000    $     -      $      -
  Net Loss,
     December 31, 2001                                                            (8,353)
                                          -----------    -------    --------  ------------
  Balance, December 31, 2001              6,000,000      $6,000          -        (8,353)
  Stocks issued for cash                     15,400          15     15,385
  Net Income,
      December 31, 2002                                                            2,392
                                          -----------    -------    --------  ------------
  Balance, December 31, 2002              6,015,400       $6,015    $15,385       $(5,961)
                                          ===========    =======    =======   ============


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

                                    F5





  </TABLE>




                                JASMINE'S GARDEN
                         (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<S>                                             <C>          <C>             <C>
                                                                           From
                                              For the       For the        Inception
                                              Year Ended    Year Ended     March 27,2001
                                              December 31,  December 31,   Through
                                                                           December 31,
                                              2002          2001           2002
                                              ------------  ------------   -------------
  CASH FLOWS FROM OPERATING ACTIVITIES
    Net Income (Loss)                         $ 2,392        $(8,353)       $(5,961)
    Stocks Issued for Services                      -          6,000          6,000
    Increase in Accounts Receivable              (252)             -           (252)
    Increase (Decrease) in
      Accrued Expenses                            295            321            616
                                              ------------  ------------   -------------
  NET CASH PROVIDED (USED) BY
    OPERATING ACTIVITIES                        2,687         (2,032)           655

  CASH FLOWS FROM FINANCING ACTIVITIES
    Increase (Decrease) in
     Notes Payable                             (3,009)         3,009              -
    Common Stocks Issued                       15,400              -         15,400
                                              ------------  ------------   -------------
  NET CASH FROM FINANCING ACTIVITIES           12,391          3,009         15,400
                                              ------------  ------------   -------------
  INCREASE IN CASH                             15,078            977         16,055

  BEGINNING CASH                                  977              -              -
                                              ------------  ------------   -------------
  ENDING CASH                                 $16,055         $  977        $16,055
                                              ============  ============   =============


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

                                    F6

</TABLE>



                               JASMINE'S GARDEN
                        (A Development Stage Company)
                        Notes to Financial Statements
                              December 31, 2002


NOTE 1 NATURE OF BUSINESS

Jasmine's Garden (the Company) was incorporated under the laws of the state of
Nevada on March 27, 2001. It has developed a business plan to establish
nationwide wholesale and retail sales of greeting cards, note cards and gift
tags made from a design process involving photography and computer graphics.
The Company is considered a development stage enterprise because it has not yet
generated significant revenues from the sale of its products.

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

a. Basis. The Company uses the accrual method of accounting.

b. Cash and cash equivalents. The Company considers all short term, highly
liquid investments that are readily convertible within three months to known
amounts as cash equivalents. Currently, it has no cash equivalents.

c. Property & Equipment

 The Company's policy is to capitalized acquisitions in the amounts over
$1,000. Property and equipment will be recorded at cost. Depreciation will be
provided over the estimated useful lives of the related assets using the
straight-line method for financial statement purposes.

 d. Revenue Recognition

Sales are recorded the date the products are shipped to customers. The Company
does not allow returns of products sold.

 e. Loss per share. Net loss per share is provided in accordance with Statement
of Financial Accounting Standards No. 128 "Earnings Per Share". Basic loss per
share reflects the amount of losses for the period available to each share of
common stock outstanding during the reporting period, while giving effect to
all dilutive potential common shares that were outstanding during the period,
such as stock options and convertible securities. Fully Diluted Earnings Per
Shares shall be shown on stock options and other convertible issues that may be
exercised within ten years of the financial statement dates. As of December 31,
2002 the Company had no issuable shares qualified as dilutive to be included in
the earnings per share calculations.

                             F7





The following is an illustration of the reconciliation of the numerators and
denominators of the basic loss per share calculation:

                                                       For the
                                                       years ended
                                                       December 31,
                                                   2002          2001
                                                 ---------     ---------
       Net Income (Loss)                           $ 2,392       $(8,353)
Weighted average shares outstanding
 (denominator)                                  6,015,400     6,000,000
        Basic loss per share                  $     (0.00)   $    (0.00)
                                              ============  =============


1. Use of Estimates - The preparation of financial accounting principles
requires management to make estimates and assumptions that affect the reported
amounts assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

 NOTE 3 INCOME TAXES

The Company has adopted the provision of SFAS No. 109 "Accounting for Income
Taxes". It requires recognition of deferred tax liabilities and assets for the
expected future tax consequences. Under this method, deferred tax liabilities
and assets are determined based on the differences between the financial
statement and tax basis of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse.

Jasmine's Garden has incurred losses that can be carried forward to offset
future earnings if conditions of the Internal Revenue codes are met.

The Company's total deferred tax assets as of December 31, 2002 is as follows:

    Net operating loss carry-forward        $ 5,961
    Valuation allowance                      (5,961)
                                              -----
                                            $    -
                                              =====

                                    F8



The difference between the income tax benefit in the accompanying statements of
operations and the amount that would result if the Federal statutory rate of
34% were applied to pre-tax loss is as follows for the year ended December 31,
2001:

    Income tax benefit at statutory rate    $   894
    Valuation allowance                      (  894)
                                              -----
                                            $     -
                                              =====

The net operating loss carry forward of $5,961 for federal tax purposes will
expire in year 2022.

NOTE 4 RELATED PARTY TRANSACTIONS

The Company issued a total of 6,000,000 share of restricted common stock to its
officers, legal counsel, and consultant in exchange for services rendered. The
stocks issued are recorded at fair value par value of the services received.

The Company has created an agreement with its President to use his office space
rent-free until the Company is able to show significant revenue.

NOTE 5 GOING CONCERN

The Company has nominal assets with which to create operating capital. It has
an accumulated deficit of $5,961 at December 31, 2002. These factors raise
substantial doubt about the company's ability to continue as a going concern.
The company seeks to raise operating capital through private placements of its
common stock. However, there can be no assurance that such offering or
negotiations will be successful.


 NOTE 6 - OTHER INCOME

Other income totaled $570, and consists of net short term capital gains from
capital transactions incurred during 2002. These transactions were a $345 gain
from the sale of livestock, and a $225 gain from the sale of securities.

 NOTE 7 - INITIAL PUBLIC OFFERING

In 2001, the Company issued 15,400 shares of common stock to 113 individuals in
its initial public offering of stock, registered on Form SB-2, for cash
proceeds in the amount of $15,400.

                               F 9



                                    SIGNATURES

Pursuant to the requirements of Section 12 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.

     JASMINE'S GARDEN

By:  Jack Gregory
     ____________________________________
     JACK GREGORY, President and Director

   Date: May 20, 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.

    JASMINE'S GARDEN

By: Jasmine Gregory
    _______________________________________
    Jasmine Gregory, Treasurer and Director

    Date: May 20, 2003

                             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 annual report of Jasmine's Garden on Form 10KSB/A for
the year ended December 31, 2002, as filed with the Securities and Exchange
Commission on the date hereof, the undersigned certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:

1. The report fully complies with the requirements of Section 13(a) or 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 the Company.


 Dated: May 20, 2003             By: Jack Gregory
                                    --------------------------
                                     Jack Gregory
                                     Chief Executive Officer


 Dated: May 20, 2003             By: Jasmine Gregory
                                     ------------------------
                                     Jasmine Gregory,
                                     Treasurer
<PAGE>


                                 CERTIFICATION
                            PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Jack Gregory, certify that:

1. I have reviewed this report on Form 10KSB/A of Jasmine's Garden.

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, consolidated financial
statements and other financial information included in this report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the year ending
2002, as presented in this 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 we have:

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

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

c) presented in this report our conclusions about the 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 function):

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 any material weaknesses 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
report whether or not 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.

Date: May 20, 2003


Jack Gregory
- -----------------------
Jasmine Gregory,
Chief Executive Officer


                                 CERTIFICATION
                            PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Jasmine Gregory, certify that:

1. I have reviewed this report on Form 10KSB/A of Jasmine's Garden.

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, consolidated financial
statements and other financial information included in this report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the year ending
2002, as presented in this 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 we have:

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

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

c) presented in this report our conclusions about the 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 function):

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 any material weaknesses 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

6. The registrant's other certifying officers and I have indicated in this
report whether or not 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.

Date: May 20, 2003


Jasmine Gregory
- -----------------------
Jasmine Gregory,
Chief Financial Officer
<PAGE>