AMENDMENT TO FORM 10-KSB

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

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2001

     OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     [NO FEE REQUIRED] for the transition period from

     ____________ to ____________

     Commission file number: 000-30295


                           NORTH SHORE CAPITAL II, INC.
                 (Name of small business issuer in its charter)


       COLORADO            000-30295                 54-1964052
       ---------------     ---------------------    ---------------------
       (State of           (Commission File No.)    (IRS Employer ID No.)
       Incorporation)
			     2208 Pershing Avenue
                              Sheboygan, WI 53083
                                (920)-207-7772
               --------------------------------------------------
                    (Address of Principal Executive Offices)





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

Title of each class              Name of each exchange
                                 on which registered


     NONE

Securities registered pursuant to section 12(g) of the Securities
Exchange Act:

     COMMON STOCK,
     NO PAR VALUE PER SHARE      NASD


Check whether the issuer (1) 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 contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.

         [ ]

State issuer's revenues for its most recent calendar year:

     $   0.00

The aggregate market value of the 17,500 shares of Common Stock held by
non-affiliates was $0.00 as of December 31, 2002.  For purposes of the
foregoing calculation only, each of the issuer's officers and directors is
deemed to be an affiliate.  The market value of the shares was calculated
based on the book value of such shares on such date.

As of December 31, 2002, 2,247,500 shares of the issuer's Common
Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

The following documents are incorporated by reference into the registration
statement:

(a)-1. North Shore's Form 10-QSB, filed February 27, 2003, for the quarter
       ending September 30, 2002;

       North Shore's Form 10-QSB, filed February 27, 2003, for the quarter
       ending June 30, 2002;

       North Shore's Form 10-QSB, filed May 17, 2002, for the quarter ending
       March 31, 2002;


all other reports filed pursuant to section 13(a) or 15(d) since the end of
the year covered by the above annual reports.

(a)-2. All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities covered hereby then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents, except as to any portion of any future
Annual or Quarterly Report to Stockholders  which is deemed to be modified or
superseded for purposes of this Registration Statement to the extent that such
statement is replaced or modified by a statement contained in a subsequently
dated document incorporated by reference or contained in this Registration
Statement.

(a)-3 The description of the Company's common stock which is contained in the
Form 10SB12G, Registration Statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendments or reports filed for the
purpose of updating such description.

Transitional Small Business Disclosure Format:  Yes [ ]     No [X]


                                     PART I

                        ITEM 1. DESCRIPTION OF BUSINESS

General

     The Company was incorporated under the laws of the State of
Colorado on Februrary 3, 1999, and is in the early developmental and
promotional stages.  To date the Company's only activities have been
organizational ones, directed at developing its business plan and
raising its initial capital.  The Company has not commenced any
commercial operations.  The Company has no full-time employees and
owns no real estate.

     The proposed business activities described herein classify the Company
as a "blank check" or "shell company whose sole purpose at this time is
to locate and consummate a merger or acquisition with a private entity.
Many states have enacted statutes, rules and regulations limiting the sale
of securities of "blank check" companies in their respective jurisdictions.
Management does not believe it will undertake any efforts to cause a market
to develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein.  However,
if the Company intends to facilitate the eventual creation of a public trading
market in its outstanding securities, it must consider that the Company's
securities, when available for trading, will be subject to a Securities and
Exchange Commission rule that imposes special sales practice requirements
upon broker-dealers who sell such securities to persons other than
established customers or accredited investors.  For purposes of the
rule, the phrase "accredited investors" means, in general terms,
institutions with assets in excess of $5,000,000, or individuals having
a net worth in excess of $1,000,000 or having an annual income that
exceeds $200,000 (or that, when combined with a spouse's income,
exceeds $300,000).  For transactions covered by the rule, the broker-
dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior
to the sale.  Consequently, the rule may affect the ability of broker-
dealers to sell the Company's securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that
might develop therefor.

     In addition, the Securities and Exchange Commission has
adopted a number of rules to regulate "penny stocks."  Such rules
include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and
15g-7 under the Securities Exchange Act of 1934, as amended.
Because the securities of the Company may constitute "penny stocks"
within the meaning of the rules, the rules would apply to the
Company and to its securities.  The rules may further affect the ability
of owners of Shares to sell the securities of the Company in any
market that might develop for them.

     Shareholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse.
Such patterns include (i) control of the market for the security by one
or a few broker-dealers that are often related to the promoter or issuer;
(ii) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differentials and markups by selling broker-
dealers; and (v) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a
desired level, along with the resulting inevitable collapse of those
prices and with consequent investor losses.  The Company's
management is aware of the abuses that have occurred historically in
the penny stock market.  Although the Company does not expect to
be in a position to dictate the behavior of the market or of broker-
dealers who participate in the market, management will strive within
the confines of practical limitations to prevent the described patterns
from being established with respect to the Company's securities.

     The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue
other related activities intended to enhance shareholder value.  The
acquisition of a business opportunity may be made by purchase,
merger, exchange of stock, or otherwise, and may encompass assets
or a business entity, such as a corporation, joint venture, or
partnership.  The Company has very limited capital, and it is unlikely
that the Company will be able to take advantage of more than one
such business opportunity.  The Company intends to seek
opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.

     At the present time the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached
any agreement or definitive understanding with any person concerning
an acquisition.  The Company's officers and directors have previously
been involved in transactions involving a merger between an
established company and a shell entity,  and have a number of contacts
within the field of corporate finance.  As a result, they have had
preliminary contacts with representatives of numerous companies
concerning the general possibility of a merger or acquisition by a shell
company.  However, none of these preliminary contacts or discussions
involved the possibility of a merger or acquisition transaction with the
Company.

     It is anticipated that the Company's officers and directors may
contact broker-dealers and other persons with whom they are acquainted
who are involved in corporate finance matters to advise them of the
Company's existence and to determine if any companies or businesses
they represent have an interest in considering a merger or acquisition
with the Company.  No assurance can be given that the Company will
be successful in finding or acquiring a desirable business opportunity,
given the limited funds that are expected to be available for
acquisitions, or that any acquisition that occurs will be on terms that
are favorable to the Company or its stockholders.

     The Company's search will be directed toward small and
medium-sized enterprises which have a desire to become public
corporations and which are able to satisfy, or anticipate in the
reasonably near future being able to satisfy, the minimum asset
requirements in order to qualify shares for trading on NASDAQ or on
a stock exchange (See "Investigation and Selection of Business
Opportunities").  The Company anticipates that the business
opportunities presented to it will (i) be recently organized with no
operating history, or a history of losses attributable to
under-capitalization or other factors; (ii) be experiencing financial or
operating difficulties; (iii) be in need of funds to develop a new
product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or (v) have a
combination of the characteristics mentioned in (i) through (iv).  The
Company intends to concentrate its acquisition efforts on properties or
businesses that it believes to be undervalued.  Given the above factors,
investors should expect that any acquisition candidate may have a
history of losses or low profitability.

     The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry,
and may, therefore, engage in essentially any business, to the extent
of its limited resources.  This includes industries such as service,
finance, natural resources, manufacturing, high technology, product
development, medical, communications and others.  The Company's
discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions,
and other factors.

     As a consequence of the registration of its securities, any
entity which has an interest in being acquired by, or merging into the
Company, is expected to be an entity that desires to become a public
company and establish a public trading market for its securities.  In
connection with such a merger or acquisition, it is highly likely that
an amount of stock constituting control of the Company would be
issued by the Company or purchased from the current principal
shareholders of the Company by the acquiring entity or its affiliates.

     In the Company's judgment, none of its officers and directors
would thereby become an "underwriter" within the meaning of the
Section 2(11) of the Securities Act of 1933, as amended.  The sale
of a controlling interest by certain principal shareholders of the
Company could occur at a time when the other shareholders of the
Company remain subject to restrictions on the transfer of their shares.

     Depending upon the nature of the transaction, the current
officers and directors of the Company may resign their management
positions with the Company in connection with the Company's
acquisition of a business opportunity.  See "Form of Acquisition,"
below, and "Risk Factors - The Company - Lack of Continuity in
Management."  In the event of such a resignation, the Company's
current management would not have any control over the conduct of
the Company's business following the Company's combination with
a business opportunity.

     It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officers and
directors, its other stockholders, professional advisors such as attorneys
and accountants, securities broker-dealers, venture capitalists, members
of the financial community, and others who may present unsolicited
proposals.  The Company has no plans, understandings, agreements,
or commitments with any individual for such person to act as a finder
of opportunities for the Company.

The Company does not foresee that it would enter into a
merger or acquisition transaction with any business with which its
officers or directors are currently affiliated.  Should the Company
determine in the future, contrary to the foregoing expectations, that a
transaction with an affiliate would be in the best interests of the
Company and its stockholders, the Company is in general permitted
by Colorado law to enter into such a transaction if:

1.     The material facts as to the relationship or interest of the
       affiliate and as to the contract or transaction are disclosed or
       are known to the Board of Directors, and the Board in good
       faith authorizes the contract or transaction by the affirmative
       vote of a majority of the disinterested directors, even though
       the disinterested directors constitute less than a quorum; or

2.     The material facts as to the relationship or interest of the
       affiliate and as to the contract or transaction are disclosed or
       are known to the stockholders entitled to vote thereon, and the
       contract or transaction is specifically approved in good faith
       by vote of the stockholders; or

3.     The contract or transaction is fair as to the Company as of the
       time it is authorized, approved or ratified, by the Board of
       Directors or the stockholders.

Investigation and Selection of Business Opportunities

     To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality
of the other company's management and personnel, the anticipated
acceptability of new products or marketing concepts, the merit of
technological changes, the perceived benefit the company will derive
from becoming a publicly held entity, and numerous other factors
which are difficult, if not impossible, to analyze through the
application of any objective criteria.  In many instances, it is antici-
pated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future
because of the possible need to shift marketing approaches
substantially, expand significantly, change product emphasis, change
or substantially augment management, or make other changes.  The
Company will be dependent upon the owners of a business opportunity
to identify any such problems which may exist and to implement, or
be primarily responsible for the implementation of, required changes.

Because the Company may participate in a business opportunity with
a newly organized firm or with a firm which is entering a new phase
of growth, it should be emphasized that the Company will incur fur-
ther risks, because management in many instances will not have
proved its abilities or effectiveness, the eventual market for such
company's products or services will likely not be established, and such
company may not be profitable when acquired.

     It is anticipated that the Company will not be able to diversify,
but will essentially be limited to one such venture because of the
Company's limited financing.  This lack of diversification will not
permit the Company to offset potential losses from one business
opportunity against profits from another, and should be considered an
adverse factor affecting any decision to purchase the Company's
securities.

     It is emphasized that management of the Company may effect
transactions having a potentially adverse impact upon the Company's
shareholders pursuant to the authority and discretion of the Company's
management to complete acquisitions without submitting any proposal
to the stockholders for their consideration.  Holders of the Company's
securities should not anticipate that the Company necessarily will
furnish such holders, prior to any merger or acquisition, with financial
statements, or any other documentation, concerning a target company
or its business.  In some instances, however, the proposed participation
in a business opportunity may be submitted to the stockholders for
their consideration, either voluntarily by such directors to seek the
stockholders' advice and consent or because state law so requires.

     The analysis of business opportunities will be undertaken by or under
the supervision of the Company's President, who is not a professional
business analyst. See "Management."  Since Company management has
no current plans to use any outside consultants or advisors to assist in the
investigation and selection of business opportunities, no policies have
been adopted regarding use of such consultants or advisors, the criteria
to be used in selecting such consultants or advisors, the services to be
provided, the term of service, or regarding the total amount of fees
that may be paid.

The Company anticipates that it will consider, among other things,
the following factors:

1.     Potential for growth and profitability, indicated by new
       technology, anticipated market expansion, or new products;

2.     The Company's perception of how any particular business
       opportunity will be received by the investment community and
       by the Company's stockholders;

3.     Whether, following the business combination, the financial
       condition of the business opportunity would be, or would have
       a significant prospect in the foreseeable future of becoming
       sufficient to enable the securities of the Company to qualify
       for listing on an exchange or on a national automated
       securities quotation system, such as NASDAQ, so as to permit
       the trading of such securities to be exempt from the
       requirements of Rule 15c2-6 recently adopted by the Securities
       and Exchange Commission.  See "Risk Factors - The
       Company - Regulation of Penny Stocks."

4.     Capital requirements and anticipated availability of required
       funds, to be provided by the Company or from operations,
       through the sale of additional securities, through joint ventures
       or similar arrangements, or from other sources;

5.     The extent to which the business opportunity can be advanced;

6.     Competitive position as compared to other companies of
       similar size and experience within the industry segment as
       well as within the industry as a whole;

7.     Strength and diversity of existing management, or management
       prospects that are scheduled for recruitment;

8.     The cost of participation by the Company as compared to the
       perceived tangible and intangible values and potential; and

9.     The accessibility of required management expertise, personnel,
       raw materials, services, professional assistance, and other
       required items.

     In regard to the possibility that the shares of the Company
would qualify for listing on NASDAQ, the current standards include
the requirements that the issuer of the securities that are sought to be
listed have total assets of at least $4,000,000 and total capital and
surplus of at least $2,000,000, and proposals have recently been made
to increase these qualifying amounts.  Many, and perhaps most, of the
business opportunities that might be potential candidates for a
combination with the Company would not satisfy the NASDAQ listing
criteria.

     No one of the factors described above will be controlling in
the selection of a business opportunity, and management will attempt
to analyze all factors appropriate to each opportunity and make a
determination based upon reasonable investigative measures and
available data.  Potentially available business opportunities may occur
in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's
limited capital available for investigation and management's limited
experience in business analysis, the Company may not discover or
adequately evaluate adverse facts about the opportunity to be acquired.

     The Company is unable to predict when it may participate in
a business opportunity.  It expects, however, that the analysis of
specific proposals and the selection of a business opportunity may take
several months or more.

     Prior to making a decision to participate in a business
opportunity, the Company will generally request that it be provided
with written materials regarding the business opportunity containing
such items as a description of products, services and company history;
management resumes; financial information; available projections, with
related assumptions upon which they are based; an explanation of
proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions
between such company and its affiliates during relevant periods; a
description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated
capital requirements; audited financial statements, or if they are not
available, unaudited financial statements, together with reasonable
assurances that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 60 days
following completion of a merger transaction; and other information
deemed relevant.

     As part of the Company's investigation, the Company's
executive officers and directors may meet personally with management
and key personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information provided,
check references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.  There will
be no loan agreements or understandings between the Company
and third parties, nor does the Company intend to raise any operating
capital by implementing private placements of restricted stock and/or
public offerings of its common stock.

     It is possible that the range of business opportunities that
might be available for consideration by the Company could be limited
by the impact of Securities and Exchange Commission regulations
regarding purchase and sale of "penny stocks."  The regulations would
affect, and possibly impair, any market that might develop in the
Company's securities until such time as they qualify for listing on
NASDAQ or on another exchange which would make them exempt
from applicability of the "penny stock" regulations.

     Company management believes that various types of potential
merger or acquisition candidates might find a business combination
with the Company to be attractive.  These include acquisition
candidates desiring to create a public market for their shares in order
to enhance liquidity for current shareholders, acquisition candidates
which have long-term plans for raising capital through the public sale
of securities and believe that the possible prior existence of a public
market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of
assistance in that process.  Acquisition candidates which have a need
for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.

Form of Acquisition

     It is impossible to predict the manner in which the Company
may participate in a business opportunity.  Specific business op-
portunities will be reviewed as well as the respective needs and desires
of the Company and the promoters of the opportunity and, upon the
basis of that review and the relative negotiating strength of the
Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may
include, but is not limited to leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements.  The
Company may act directly or indirectly through an interest in a
partnership, corporation or other form of organization.  Implementing
such structure may require the merger, consolidation or reorganization
of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the
Company would be the surviving entity.  In addition, the present
management and stockholders of the Company most likely will not
have control of a majority of the voting shares of the Company
following a reorganization transaction.  As part of such a transaction,
the Company's existing directors may resign and new directors may
be appointed without any vote by stockholders.

     Management may actively negotiate or otherwise consent to the
purchase of any portion of their common shares as a condition to or
in connection with a proposed merger or acquisition transaction.
It is emphasized that management of the Company may effect
transactions having a potentially adverse impact upon the Company's
shareholders pursuant to the authority and discretion of the Company's
management to complete acquisitions without submitting any proposal
to the stockholders for their consideration.  Holders of the Company's
securities should not anticipate that the Company necessarily will
furnish such holders, prior to any merger or acquisition, with financial
statements, or any other documentation, concerning a target company
or its business.  In some instances, however, the proposed participation
in a business opportunity may be submitted to the stockholders for
their consideration, either voluntarily by such directors to seek the
stockholders' advice and consent or because state law so requires.

     It is likely that the Company will acquire its participation in
a business opportunity through the issuance of Common Stock or
other securities of the Company.  Although the terms of any such
transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an acquisi-
tion is a so-called "tax free" reorganization under the Internal Revenue
Code of 1986, depends upon the issuance to the stockholders of the
acquired company of a  controlling interest (i.e. 80% or more) of the
common stock of the combined entities immediately following the
reorganization.  If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under
the Internal Revenue Code, the Company's current stockholders would
retain in the aggregate 20% or less of the total issued and outstanding
shares.  This could result in substantial additional dilution in the
equity of those who were stockholders of the Company prior to such
reorganization.  Any such issuance of additional shares might also be
done simultaneously with a sale or transfer of shares representing a
controlling interest in the Company by the current officers, directors
and principal shareholders. (See "Description of Business - General").

     It is anticipated that any new securities issued in any
reorganization would be issued in reliance upon exemptions, if any are
available, from registration under applicable federal and state securities
laws.  In some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities either
at the time the transaction is consummated, or under certain conditions
or at specified times thereafter.  The issuance of substantial additional
securities and their potential sale into any trading market that might
develop in the Company's securities may have a depressive effect
upon such market.

     The Company will participate in a business opportunity only
after the negotiation and execution of a written agreement.  Although
the terms of such agreement cannot be predicted, generally such an
agreement would require specific representations and warranties by all
of the parties thereto, specify certain events of default, detail the terms
of closing and the conditions which must be satisfied by each of the
parties thereto prior to such closing, outline the manner of bearing
costs if the transaction is not closed, set forth remedies upon default,
and include miscellaneous other terms.

     As a general matter, the Company anticipates that it, and/or its
officers and principal shareholders will enter into a letter of intent
with the management, principals or owners of a prospective business
opportunity prior to signing a binding agreement.  Such a letter of
intent will set forth the terms of the proposed acquisition but will not
bind any of the parties to consummate the transaction.  Execution of
a letter of intent will by no means indicate that consummation of an
acquisition is probable.  Neither the Company nor any of the other
parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the ac-
quisition as described in the preceding paragraph is executed.  Even
after a definitive agreement is executed, it is possible that the
acquisition would not be consummated should any party elect to
exercise any right provided in the agreement to terminate it on
specified grounds.

     It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for
accountants, attorneys and others.  If a decision is made not to
participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable.
Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate
future time may make it impossible to procure goods and services.

Investment Company Act and Other Regulation

     The Company may participate in a business opportunity by
purchasing, trading or selling the securities of such business.  The
Company does not, however, intend to engage primarily in such
activities.  Specifically, the Company intends to conduct its activities
so as to avoid being classified as an "investment company" under the
Investment Company Act of 1940 (the "Investment Act"), and
therefore to avoid application of the costly and restrictive registration
and other provisions of the Investment Act, and the regulations
promulgated thereunder.

     Section 3(a) of the Investment Act contains the definition of
an "investment company," and it excludes any entity that does not
engage primarily in the business of investing, reinvesting or trading in
securities, or that does not engage in the business of investing,
owning, holding or trading "investment securities" (defined as "all
securities other than government securities or securities of
majority-owned subsidiaries") the value of which exceeds 40% of the
value of its total assets (excluding government securities, cash or cash
items).  The Company intends to implement its business plan in a
manner which will result in the availability of this exception from the
definition of "investment company." Consequently, the Company's
participation in a business or opportunity through the purchase and
sale of investment securities will be limited.

     The Company's plan of business may involve changes in its
capital structure, management, control and business, especially if it
consummates a reorganization as discussed above.  Each of these areas
is regulated by the Investment Act, in order to protect purchasers of
investment company securities.  Since the Company will not register
as an investment company, stockholders will not be afforded these
protections.

     Any securities which the Company might acquire in exchange
for its Common Stock will be "restricted securities" within the
meaning of the Securities Act of 1933, as amended (the "Act").  If the
Company elects to resell such securities, such sale cannot proceed
unless a registration statement has been declared effective by the
Securities and Exchange Commission or an exemption from
registration is available.  Section 4(1) of the Act, which exempts sales
of securities not involving a distribution, would in all likelihood be
available to permit a private sale.  Although the plan of operation does
not contemplate resale of securities acquired, if such a sale were to be
necessary, the Company would be required to comply with the
provisions of the Act to effect such resale.

     An acquisition made by the Company may be in an industry
which is regulated or licensed by federal, state or local authorities.
Compliance with such regulations can be expected to be a
time-consuming and expensive process.

Competition

     The Company expects to encounter substantial competition in
its efforts to locate attractive opportunities, primarily from business
development companies, venture capital partnerships and corporations,
venture capital affiliates of large industrial and financial companies,
small investment companies, and wealthy individuals.  Many of these
entities will have significantly greater experience, resources and
managerial capabilities than the Company and will therefore be in a
better position than the Company to obtain access to attractive
business opportunities. The Company also will experience competition
from other public "blind pool" companies, many of which may have
more funds available than does the Company.

Employees

     The Company is a development stage company and currently
has no employees.  Management of the Company expects to use
consultants, attorneys and accountants as necessary, and does not anti-
cipate a need to engage any full-time employees so long as it is
seeking and evaluating business opportunities.  The need for em-
ployees and their availability will be addressed in connection with the
decision whether or not to acquire or participate in specific business
opportunities.  Although there is no current plan with respect to its
nature or amount, remuneration may be paid to or accrued for the
benefit of, the Company's officers prior to, or in conjunction with,
the completion of a business acquisition.  The Company's officer
has accepted common stock for services rendered for consulting,
organizing the corporation, seeking merger candidates and evaluating
these candidates.  See "Executive Compensation" and under "Certain
Relationships and Related Transactions."


IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

The statements contained in this report that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act") and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
statements regarding the Company's expectations, hopes, intentions or
strategies regarding the future.  All forward-looking statements included
herein are based on information available to the Company on the date hereof,
and the Company assumes no obligation to update any such forward-looking
statements.  It is important to note that the Company's actual results could
differ materially from those in such forward-looking statements.  Among the
factors that could cause actual results to differ materially are the risk
factors which may be listed from time to time in the Company's reports on Form
10-QSB, 10-KSB and registration statements filed under the Securities Act.

Forward-looking statements encompass the (i) expectation that the Company can
secure additional capital, (ii) continued expansion of the Company's
operations through joint ventures and acquisitions, (iii) success of existing
and new marketing initiatives undertaken by the Company, and (iv) success in
controlling the cost of services provided and general administrative expenses
as a percentage of revenues.

The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties.

These forward-looking statements were based on assumptions that the Company
would continue to expand, that capital will be available to fund the Company's
growth at a reasonable cost, that competitive conditions within the industry
would not change materially or adversely, that demand for the Company's services
would remain strong, that there would be no material adverse change in the
Company's operations or business, and that changes in laws and regulations or
court decisions will not adversely or significantly alter the operations of the
Company.  Assumptions relating to the foregoing involve judgments with respect
to, among other things, future economic, competitive, regulatory and market
conditions, and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of
the Company.  Although the Company believes that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance that the forward-looking
information will prove to be accurate.

In light of the significant uncertainties inherent in the forward-looking
information included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved.


                        ITEM 2.  DESCRIPTION OF PROPERTY


Administrative Offices

     The Company currently maintains a mailing address at 2208 Pershing
Avenue, Sheboygan, WI 53083, which is the office address of its legal
counsel.  The Company's telephone number is (920)-207-7772.  Other than this
mailing address, the Company does not currently maintain any other office
facilities, and does not anticipate the need for maintaining office
facilities at any time in the foreseeable future.  The Company pays no rent
or other fees for the use of this mailing address.


                           ITEM 3.  LEGAL PROCEEDINGS


No material legal proceedings to which the Company (or any of its directors
and officers in their capacities as such) is party or to which property of
the Company is subject is pending and no such material proceeding is known
by management of the Company to be contemplated.


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

Not applicable


                                    PART II

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There has been no public trading market for the Company's Common Stock
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Company's Board of Directors.  No dividends on the Common
Stock have been paid by the Company, nor does the Company anticipate that
dividends will be paid in the foreseeable future.


                       ITEM 6. SELECTED FINANCIAL DATA

Not applicable


               ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       FINANCIAL CONDITION AND RESULTS OF OPERATIONS OR
                       PLAN OF OPERATION

The following discussion should be read in conjunction with the Financial
Statements and notes thereto.

PLAN OF OPERATION

General

     The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its
securities.  The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition.  None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other
company regarding the possibility of an acquisition or merger between the
Company and such other company as of the date of this registration statement.

     While the Company will attempt to obtain audited financial statements of
a target entity, there is no assurance that such audited financial statements
will be available.  The Board of Directors does intend to obtain certain
assurances of value of the target entity's assets prior to consummating such a
transaction, with further assurances that an audited statement would be
provided within seventy-five days after closing of such a transaction.
Closing documents relative thereto will include representations that the value
of the assets conveyed to or otherwise so transferred will not materially
differ from the representations included in such closing documents.

     The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or
other assets.  However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with the acquisition of a business opportunity, including
the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related
reports and documents. The Securities Exchange Act of 1934 (the "34 Act"),
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying
with the 34 Act.  Nevertheless, the officer and director of the Company has
not conducted market research and is not aware of statistical data which
would support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.

     As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction.  The
Company is subject to all of the reporting requirements included in the 34
Act.  Included in these requirements is the affirmative duty of the Company to
file independent audited financial statements as part of its Form 8-K to be
filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as the Company's audited financial statements
included in its annual report on Form 10-K (or 10-KSB, as applicable).  If
such audited financial statements are not available at closing, or within time
parameters necessary to insure the Company's compliance with the requirements
of the 34 Act, or if the audited financial statements provided do not conform
to the representations made by the candidate to be acquired in the closing
documents, the closing documents may provide that the proposed transaction
will be voidable, at the discretion of the present management of the Company.

     The Company's officer and shareholders have verbally agreed that they
will advance to the Company limited additional funds which the Company needs for
operating capital and for costs in connection with searching for or completing
an acquisition or merger.  These persons have further agreed that such
advances will be made in proportion to each person's percentage ownership of
the Company.  These persons have also agreed that such advances will be made
interest free without expectation of repayment unless the owners of the
business which the Company acquires or merges with agree to repay all or a
portion of such advances.  Such repayment will in no way be a condition to the
selection of a target company.  There is no dollar cap on the amount of money
which such persons will advance to the Company.  The Company will not borrow
any funds from anyone other than its current shareholders for the purpose of
repaying advances made by the shareholders, and the Company will not borrow
any funds to make any payments to the Company's promoters, management or their
affiliates or associates.

LIQUIDITY AND CAPITAL RESOURCES

     The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or stockholder's equity.  The Company's balance sheet as of
December 31, 2002, reflects a current asset value of $20, and a
total asset value of $20 in the form of cash deposits.

     The Company will carry out its plan of business as discussed
above.  The Company cannot predict to what extent its liquidity and
capital resources will be diminished prior to the consummation of a
business combination or whether its capital will be further depleted by
the operating losses (if any) of the business entity which the Company
may eventually acquire.

RESULTS OF OPERATIONS

     During the calendar year 2002, the Company has engaged in no significant
operations other than organizational activities, acquisition of capital
and preparation for registration of its securities under the Securities
Exchange Act of 1934, as amended.  No revenues were received by
the Company during this period.

     For the current calendar year, the Company anticipates incurring
a loss as a result of organizational expenses, expenses associated with
registration under the Securities Exchange Act of 1934, and expenses
associated with locating and evaluating acquisition candidates.  The
Company anticipates that until a business combination is completed
with an acquisition candidate, it will not generate revenues other than
interest income, and may continue to operate at a loss after completing
a business combination, depending upon the performance of the
acquired business.

Need for Additional Financing

     The Company believes that its existing capital will be
sufficient to meet the Company's cash needs, including the costs of
compliance with the continuing reporting requirements of the
Securities Exchange Act of 1934, as amended, for a period of
approximately one year.  Accordingly, in the event the Company is
able to complete a business combination during this period, it
anticipates that its existing capital will be sufficient to allow it to
accomplish the goal of completing a business combination.  There is
no assurance, however, that the available funds will ultimately prove
to be adequate to allow it to complete a business combination, and
once a business combination is completed, the Company's needs for
additional financing are likely to increase substantially.

INCOME TAXES

The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("SFAS 109") issued by the Financial Accounting Standards Board ("FASB"),
under which deferred tax assets and liabilities are provided on differences
between the carrying amounts for financial reporting and the tax basis of
assets and liabilities for income tax purposes using the enacted tax rates.
Under SFAS 109, deferred tax assets may be recognized for temporary
differences that will result in deductible amounts in future periods. A
valuation allowance is recognized, if on the weight of available evidence, it
is more likely than not that some portion or the entire deferred tax asset
will not be realized.

NEW ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
("SFAS 121") issued by the FASB, is effective for financial statements for
fiscal years beginning after December 15, 1995.The standard establishes new
guidelines regarding when impairment losses on long-lived assets, which include
plant and equipment, certain identifiable intangible assets, and goodwill,
should be recognized and how impairment losses should be measured. The Company
does not expect adoption to have a material effect on its financial position
or results of operations.

Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" ("SFAS 123") issued by the FASB, is effective
for specific transactions entered into after December 15, 1995. The disclosure
requirements of SFAS 123 are effective for financial statements for fiscal
years beginning no later than December 15, 1995. The new standard established
a fair value method of accounting for stock-based compensation plans and for
transactions in which an entity acquires goods or services from non-employees
in exchange for equity instruments. The Company does not expect adoption to
have a material effect on its financial position or results of operations.

FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY

The discussion contained herein has been prepared by the Company and is based
on existing law as contained in the Code, amended United States Treasury
Regulations ("Treasury Regulations"), administrative rulings and court
decisions as of the date of this Annual Report. No assurance can be
given that future legislative enactments, administrative rulings or court
decisions will not modify the legal basis for statements contained in this
discussion. Any such development may be applied retroactively to transactions
completed prior to the date thereof, and could contain provisions having an
adverse affect upon the Company and the holders of the Common Stock. In
addition, several of the issues dealt with in this summary are the subjects of
proposed and temporary Treasury Regulations. No assurance can be given that
these regulations will be finally adopted in their present form.

FORWARD LOOKING STATEMENT

This Management's Discussion and Analysis of Financial Condition and Results
of Operations includes a number of forward-looking statements that reflect
Management's current views with respect to future events and financial
performance. Those statements include statements regarding the intent, belief
or current expectations of the Company and members of its management team as
well as the assumptions on which such statements are based. Prospective
investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risk and uncertainties, and that
actual results may differ materially from those contemplated by such forward-
looking statements. Readers are urged to carefully review and consider the
various disclosures made by the Company in this report and in the Company's
other reports filed with the Securities and Exchange Commission. Important
factors currently known to Management could cause actual results to differ
materially from those in forward-looking statements. The Company undertakes no
obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes in the future
operating results over time. The Company believes that its assumptions are
based upon reasonable data derived from and known about its business and
operations and the business and operations of the Company. No assurances are
made that actual results of operations or the results of the Company's future
activities will not differ materially from its assumptions.


                          ITEM 8. FINANCIAL STATEMENTS

        The financial statements are included beginning at F-2.  See page F-1
for the Index to the Financial Statements.


             ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.


                                     PART III

     ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

Compliance with Section 16(a) of the Securities Exchange Act of 1934
- - - - -----------------------------------------------------------------------
Section 16(a) of the Exchange Act, requires the Company's officers,
directors and persons who beneficially own more than ten percent of the Common
Stock to file reports of securities ownership and changes in such ownership
with the Securities and Exchange Commission.  Officers, directors and greater
than ten percent beneficial owners also are required by rules promulgated by
the Securities and Exchange Commission to furnish the Company with copies of
all Section 16(a) forms they file.

Based solely upon review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that during 2002 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with on a timely basis.

Committees of the Board
- - - - -----------------------------------
The Board of Directors delegates certain of its authority to a Compensation
Committee and an Audit Committee.  There are currently vacancies on both of
these committees.  The Board expects to fill such vacancies after it has
filled the vacancies on the Board of Directors.

The primary function of the Compensation Committee will be to review and make
recommendations to the Board with respect to the compensation, including
bonuses, of the Company's officers and to administer the Company's
Compensatory Stock Consulting Plan.

The function of the Audit Committee is to review and approve the scope of
audit procedures employed by the Company's independent auditors, to review and
approve the audit reports rendered by both the Company's independent auditors
and to approve the audit fee charged by the independent auditors.  The Audit
Committee will report to the Board of Directors with respect to such matters
and recommends the selection of independent auditors.


THE DIRECTORS

The following table sets forth the ages of and positions and offices
presently held by each director of the Company.

<TABLE>
<CAPTION>

Name                 Age             Positions Held and Tenure
<S>                  <C>             <C>



Gerard Werner         30              President and Director since
                                      February 3, 1999

</TABLE>

     The director named above will serve until the first annual
meeting of the Company's stockholders.  Thereafter, directors will be
elected for one-year terms at the annual stockholders' meeting.
Officers will hold their positions at the pleasure of the board of
directors, absent any employment agreement, of which none currently
exists or is contemplated.  There is no arrangement or understanding
between the sole director and officer of the Company and any other
person pursuant to which any director or officer was or is to be
selected as a director or officer.

     The sole director and officer of the Company will devote his
time to the Company's affairs on an "as needed" basis.  As a result,
the actual amount of time which he will devote to the Company's
affairs is unknown and is likely to vary substantially from month to
month.

Biographical Information




Gerard M. Werner, Esq.

     	Mr. Werner is a member of the District of Columbia Bar Association,
having passed the District of Columbia, Court of Appeals Bar
examination in February 1998. Mr. Werner has worked on antitrust cases for
Compliance, Inc., out of Arlington, VA, responding to document discovery
requests from the Department of Justice.  He has served as
Case Design Manager for The Equitable, April 1998- Sep. 1998, during which
time he was a registered representative, having passed series 6 and series
63, as well as Virginia's Life and Health Insurance licensing exam.

	Mr. Werner served as Secretary and Director of Cyberfast Systems, Inc.,
an internet telephony company based in Boca Raton, Florida. He joined the Board
in October, 1999, as a result of Cyberfast's acquisition of Global Telcom and
Internet Ventures, a Colorado corporation of which he was a Director, and
served through the company's shareholders meeting in June, 2001, at which time
he resigned in conjunction with the Board's reduction from seven members to
three.

     Mr. Werner graduated from the Georgetown University Law School
in 1997 where he served as a staff member of the American Criminal
Law Review Volume 33, and as Articles and Notes Editor Volume 34.
His writing was published in Volume 33-3, Eleventh Survey of White Collar
Crime- "Tax Evasion".

     Mr. Werner graduated in 1994 from Georgetown University with a
double major in philosophy and government.  He served as an intern
in United States Representative Thomas Petri's office on three separate
occasions: 1992, 1994 and 1995.

Indemnification of Officers and Directors

     As permitted by Colorado law, the Company's Articles of In-
corporation provide that the Company will indemnify its directors and
officers against expenses and liabilities they incur to defend, settle, or
satisfy any civil or criminal action brought against them on account
of their being or having been Company directors or officers unless, in
any such action, they are adjudged to have acted with gross negligence
or willful misconduct.  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in that Act and is, therefore, unenforceable.

Exclusion of Liability

     Pursuant to the Colorado Business Corporation Act, the
Company's Articles of Incorporation exclude personal liability for its
directors for monetary damages based upon any violation of their
fiduciary duties as directors, except as to liability for any breach of the
duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, acts in violation
of Section 7-106-401 of the Colorado Business Corporation Act, or
any transaction from which a director receives an improper personal
benefit.  This exclusion of liability does not limit any right which a
director may have to be indemnified and does not affect any director's
liability under federal or applicable state securities laws.

Other Public Shell Activities

     The Company's President is also an officer and
director of the shell companies: North Shore Capital I
and IV, respectively.

Conflicts of Interest

     The sole officer and director of the Company will devote only
a small portion of his time to the affairs of the Company, estimated
to be no more than approximately 20 hours per month.  There will be
occasions when the time requirements of the Company's business
conflict with the demands of his other business and investment
activities.  Such conflicts may require that the Company attempt to
employ additional personnel.  There is no assurance that the services
of such persons will be available or that they can be obtained upon
terms favorable to the Company.

     There is no procedure in place which would allow
Mr. Werner to resolve potential conflicts in an arms-length fashion.
Accordingly, he will be required to use his discretion to resolve them
in a manner which he considers appropriate.

     The Company's sole officer and director may actively
negotiate or otherwise consent to the purchase of a portion of his
common stock as a condition to, or in connection with, a proposed
merger or acquisition transaction.  It is anticipated that a substantial
premium over the initial cost of such shares may be paid by the
purchaser in conjunction with any sale of shares by the Company's
officer and director which is made as a condition to, or in connection
with, a proposed merger or acquisition transaction.  The fact that a
substantial premium may be paid to the Company's sole officer and director
to acquire his shares creates a potential conflict of interest for
him in satisfying his fiduciary duties to the Company and its other
shareholders.  Even though such a sale could result in a substantial
profit to them, he would be legally required to make the decision based
upon  the best interests of the Company and the Company's other
shareholders, rather than his own personal pecuniary benefit.


No employee of the Company receives any additional compensation for his
services as a director.

Non-management directors receive no salary for their services as
such, but are entitled to receive reasonable travel or other out-of-pocket
expenses incurred by non-management directors in attending meetings of the
Board of Directors and a fee of $100.00 per meeting attended.

The Company has no retirement, pension or profit sharing program for the
benefit of its directors, officers or other employees.  The Board of
Directors may recommend one or more such programs for adoption in the future.


                         ITEM VI. EXECUTIVE COMPENSATION


     At inception of the Company, its Director,
Gerard Werner received 2,200,000 shares of Common Stock
valued at $0.002 per share in consideration of pre-incorporation services
rendered to the Company related to investigating and developing the
Company's proposed business plan and capital structure, and completion
of the incorporation and organization of the Company.  No officer or
director has received any other remuneration.  Although there is no
current plan in existence, it is possible that the Company will adopt
a plan to pay or accrue compensation to its sole officers and directors
for services related to seeking business opportunities and completing
a merger or acquisition transaction.  See "Certain Relationships and
Related Transactions."  The Company has no stock option, retirement,
pension, or profit-sharing programs for the benefit of directors,
officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future.

     It is possible that, after the Company successfully consummates a merger
or acquisition with an unaffiliated entity, that entity may desire to employ
or retain one or more members of the Company's management for the purposes of
providing services to the surviving entity, or otherwise provide other
compensation to such persons.  However, the Company has adopted a policy
whereby the offer of any post-transaction remuneration to members of
management will not be a consideration in the Company's decision to undertake
any proposed transaction.  Each member of management has agreed to disclose to
the Company's Board of Directors any discussions concerning possible
compensation to be paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on such
transaction.  Therefore, as a practical matter, if each member of the
Company's Board of Directors is offered compensation in any form from any
prospective merger or acquisition candidate, the proposed transaction will not
be approved by the Company's Board of Directors as a result of the inability
of the Board to affirmatively approve such a transaction.

No member of management of the Company will receive any finders fee, either
directly or indirectly, as a result of their respective efforts to implement
the Company's business plan outlined herein.  Also, there are no plans,
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities by the Company prior to the location of an
acquisition or merger candidate.  Please also see Item I, Description of
Business-General for information regarding the seeking out and selection of
a target company, addressing matters such as the manner of solicitation of
potential investors, the approximate number of persons who will be contacted
or solicited, their relationships to the Company's management, etc.


     ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


     The following table sets forth as of December 31, 2002, information with
respect to the beneficial ownership of the Company's outstanding Common Stock
by (i) each director and executive officer of the Company, (ii) all directors
and executive officers of the Company as a group, and (iii) each shareholder
who was known by the Company to be the beneficial owner of more than 5% of
the Company's outstanding Common Stock.  Except as otherwise indicated,
the persons or entities listed below have sole voting and investment power
with respect to all shares of Common Stock beneficially owned by them.

<TABLE>
<CAPTION>

Name and Address                  Number of      Percent of
                                  Shares Owned   Class Owned
                                  Beneficially
<S>                               <C>            <C>

Gerard Werner, Esq.(1)
2208 Pershing Avenue               2,200,000      97.89%
Sheboygan, WI 53083



All directors and executive
officers as a group (1 person)     2,200,000      97.89%
</TABLE>

(1)  The persons listed is the sole officer and director of the Company.

Management has no plans to issue any additional securities to management,
promoters or their affiliates or associates and will do so only if such
issuance is in the best interests of shareholders of the Company and
complies with all applicable federal and state securities rules and
regulations.

Although the Company has a very large amount of authorized but unissued
common and preferred stock that may be issued without further shareholder
approval or notice, it is the intention of the Company to avoid inhibiting
certain transactions with prospective acquisition or merger candidates,
based upon the perception by such candidate that they may be engaged
in a rapidly expanding industry (i.e. Internet) and cannot afford to proxy
shareholders each time their management needs to authorize additional
shares.


             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


In connection with the transactions described below, the Company did not secure
an independent determination of the fairness and reasonableness of such
transactions and arrangements with affiliates of the Company.  However, in
each instance described below, the director reviewed and approved
the fairness and reasonableness of the terms of the transactions.  The Company
believes that the transactions described below were fair and reasonable to
the Company on the basis that such transactions were on terms at least as
favorable as could have been obtained from unaffiliated third parties.  The
transactions between officers and directors of the Company, on the one hand,
and the Company, on the other, have inherent conflicts of interest.

There is no public market for the Company's Common Stock.  The Common
Stock may be traded in the over-the-counter market in the near future, however,
there can be no assurance as to the price at which trading in the Common
Stock will occur.

With respect to financial and other information relating to the Company,
Gerard Werner, Esq., whose address is 2208 Pershing Avenue, Sheboygan,
WI 53083, will file annual and periodic reports with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934.  Copies
of such reports may be inspected by anyone without charge at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington D.C. 20549, and copies may be obtained from the
Commission at prescribed rates.  In addition, the Company will provide without
charge, upon the request of any stockholder, a copy of its Annual Report on
Form 10-KSB for the calendar year ended December 31, 2002, to be filed with the
Commission. Any such requests should be directed to the President of the
Company, address 2208 Pershing Avenue, Sheboygan, WI 53083.

Prior to the date of this Annual Report, the Company issued to its officer
and director a total of 2,200,000 shares of Common Stock for a total
services valued at $4,400.  Certificates evidencing the Common Stock issued
by the Company to these persons have all been stamped with a restrictive
legend, and are subject to stop transfer orders by the Company.

No officer, director, promoter, or affiliate of the Company has or proposes
to have any direct or indirect material interest in any asset proposed to be
acquired by the Company through security holdings, contracts, options, or
otherwise.

     Although there is no current plan in existence, it is possible
that the Company will adopt a plan to pay or accrue compensation to
its sole officers and directors for services related to seeking business
opportunities and completing a merger or acquisition transaction.

     The Company maintains a mailing address at the office of its
legal counsel, but otherwise does not maintain an office.  As a result,
it pays no rent and incurs no expenses for maintenance of an office
and does not anticipate paying rent or incurring office expenses in the
future.

     Although management has no current plans to cause the
Company to do so, it is possible that the Company may enter into an
agreement with an acquisition candidate requiring the sale of all or a
portion of the Common Stock held by the Company's current
stockholders to the acquisition candidate or principals thereof, or to
other individuals or business entities, or requiring some other form of
payment to the Company's current stockholders, or requiring the
future employment of specified officers and payment of salaries to
them.  It is more likely than not that any sale of securities by the
Company's current stockholders to an acquisition candidate would be
at a price substantially higher than that originally paid by such
stockholders.  Any payment to current stockholders in the context of
an acquisition involving the Company would be determined entirely
by the largely unforeseeable terms of a future agreement with an
unidentified business entity.


                                     PART IV

                    ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

The following documents are filed herewith or have been included as
exhibits to previous filings with the Commission and are
incorporated herein by this reference:

      Exhibit No.   Exhibit

x     3(a)          Articles of Incorporation

x     3(b)          Bylaws

x     4(a)          Agreements Defining Certain Rights of Shareholders

x     4(b)          Specimen Stock Certificate

      7             Not applicable

      9             Not applicable

x     10(a)         Pre-incorporation Consultation and Subscription Agreement

      11            Not applicable

      14            Not applicable

      16            Not applicable

      21            Not applicable

#     23.1          Consent of Counsel

#     24.1          Consent of CPA.

x     31.1          Certification pursuant to Sarbanes-Oxley Act.

x     32.1          Certification pursuant to Sarbanes-Oxley Act.

      28            Not applicable

#     99.1          Safe Harbor Compliance Statement
____________________________

#     filed herewith

x     incorporated herein by reference from Registrant's Form 10SB12G,
      Registration Statement Amendment No. 3, filed on November 1, 2000.




                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

NORTH SHORE CAPITAL II, INC.

By:  /s/ Gerard M. Werner

________________________________
GERARD M. WERNER,
Chairman and President

Date: October 12, 2005


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Gerard M. Werner, his true and lawful
attorneys-in-fact and agents with full power of substitution and
re-substitution, for then and in their name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this annual report and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as they might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

This power of attorney may be executed in counterparts.

<TABLE>


SIGNATURE             TITLE                 DATE
- - - - -----------------------------------------------------------
<S>                   <C>                    <C>

/s/ Gerard Werner      Director, Secretary    October 12, 2005

</TABLE>


                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


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

                                 EXHIBITS

                                    TO

                                FORM 10-KSB

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


                        NORTH SHORE CAPITAL II, INC.

                               EXHIBIT INDEX

     (a)  EXHIBITS

The following documents are filed herewith or have been included as exhibits
to previous filings with the Commission and are incorporated herein by this
reference:

      Exhibit No.  Exhibit

x     3(a)         Articles of Incorporation

x     3(b)         Bylaws

x     4(a)         Agreements Defining Certain Rights of Shareholders

x     4(b)         Specimen Stock Certificate

      7            Not applicable

      9            Not applicable

x     10(a)        Pre-incorporation Consultation and Subscription Agreement

      11           Not applicable

      14           Not applicable

      16           Not applicable

      21           Not applicable

#     23.1         Consent of Counsel
                   (contained in Exhibit 5.1)

#     24.1         Consent of CPA.

      28           Not applicable

x     31.1         Certification pursuant to Sarbanes-Oxley Act

x     32.1         Certification pursuant to Sarbanes-Oxley Act

#     99.1         Safe Harbor Compliance Statement
____________________________

#     filed herewith

x     incorporated herein by reference from Registrant's Form 10SB12G,
      Registration Statement, Amendment No. 3 on November 1, 2000.


NORTH SHORE CAPITAL II, INC.


TABLE OF CONTENTS

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

Financial Statements

    Balance Sheet - December 31, 2002..................................F - 3

    Statements of Operations -
    Years Ended December 31, 2002 and 2001, and
    The period from February 3, 1999 (inception)
    Through December 31, 2002..........................................F - 4

    Statement of Changes in Stockholders' Equity -
    Years Ended December 31, 2002 and 2001 and
    The period from February 3, 1999 (inception)
    Through December 31, 2002..........................................F - 5

    Statements of Cash Flows -
    Years Ended December 31, 2002 and 2001 and
    The period from February 3, 1999 (inception)
    Through December 31, 2002..........................................F - 6

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


<PAGE> F-2

NORTH SHORE CAPITAL II, INC.
(A Development Stage Company)
May 30, 2003

Shareholders and Board of Directors
NORTH SHORE CAPITAL II, INC.
Springfield, VA 22151

Report of Independent Auditor

I have audited the accompanying balance sheet of North Shore Capital
II, Inc. (a development stage Company) as of December 31, 2002, and the
related statements of operations, cash flows, and stockholders' equity for
the years ended December 31, 2002, December 31, 2001 and the period from
February 3, 1999 (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
upon my audit.

I conducted my audit in accordance with generally accepted
auditing standards.  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 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 financial statements referred to above present
fairly, in all material respects, the financial position of North Shore
Capital II, Inc. (a development stage Company) as of December 31, 2002, and
the results of operations, and its cash flows, for the years ended December
31, 2002,  December 31, 2001, and the period from February 3, 1999 through
December 31, 2002, in conformity with generally accepted accounting
principles.

/s/ Dennis W. Bersch, CPA

Milwaukee, Wisconsin
May 30, 2003
<PAGE> F-3

<TABLE>

                            NORTH SHORE CAPITAL II, INC.
                           (A Development Stage Company)

                                   BALANCE SHEET

                                                December 31, 2002

<S>                                                     <C>


ASSETS


CURRENT ASSETS
     Cash                                                 $    20


TOTAL ASSETS                                              $    20

LIABILITIES AND EQUITY


TOTAL LIABILITIES                                             -0-

Stockholders' equity:

  Preferred stock, $.001 par value;
  0%, noncumulative, convertible,
  10,000,000 shares authorized,
  no shares outstanding

  Common stock, $.001 par value;
  50,000,000 shares authorized,
  2,247,500 issued and outstanding                         $  2,248
  Paid in Capital                                          $ 49,652

  Issued and Outstanding                                     51,900

  Deficit accumulated during the
  development stage                                         (51,880)

  Total stockholders' equity  (deficit)                     $    20


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $    20

</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
SEE INDEPENDENT AUDITOR'S REPORT.



<PAGE> F-4

<TABLE>


                            North Shore Capital II, Inc.
                           (A Development Stage Company)

                                STATEMENT OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 30, 2002, DECEMBER 31, 2001,
                    AND FOR THE PERIOD FROM FEBRUARY 3, 1999 (INCEPTION)
                               TO DECEMBER 31, 2002


<S>                                                <C>                   <C>			 <C>

                                                    Year                  Year                    February 3, 1999
                                                    Ended                 Ended                   (Inception) to
                                 	            December 31, 2002     December 31, 2001       December 31, 2002

REVENUE                                               $       0           $       0                $     0

EXPENSES:
  Audit fees                                                                   1280                  6,682
  Professional fees                                                                                 40,000
  Organization costs                                                                                 4,400
  Office Expenses                                           250                  70                    250
  Bank charges                                              123                 128                    548


Net loss                                              $    (373)             (1,478)               $ (51,880)

PER SHARE INFORMATION:

 Weighted average number of
 Common shares outstanding                             2,247,500            2,247,500              2,236,383


Loss Per Common Share                                 $    (.00)           $   (.00)               $   (.02)


</TABLE>
<TABLE>


                            North Shore Capital II, Inc.
                           (A Development Stage Company)

                                       STATEMENT OF OPERATIONS
                   FOR THE THREE MONTHS ENDED DECEMBER 31, 2002, & DECEMBER 31, 2001,
                AND FOR THE PERIOD FROM FEBRUARY 3, 1999 (INCEPTION) TO DECEMBER 31, 2002


<S>                                                <C>                   <C>			 <C>

                                                    Three months          Three months            February 3, 1999
                                                    Ended                 Ended                   (Inception) to
                                 	            December 31, 2002     December 31, 2001       December 31, 2002

REVENUE                                               $       0           $       0                $     0

COSTS AND EXPENSES:
  Audit fees                                                                                         6,682
  Professional fees                                                                                 40,000
  Organization costs                                                                                 4,400
  Office Expenses                                           250                                        250
  Bank charges                                               33                  40                    548


Net loss                                              $    (283)                (40)               $ (51,880)

PER SHARE INFORMATION:

 Weighted average number of
 Common shares outstanding                             2,247,500            2,247,500              2,236,383


Loss Per Common Share                                 $    (.00)           $   (.00)               $   (.02)


</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
SEE INDEPENDENT AUDITOR'S REPORT.


<PAGE> F-5

<TABLE>

                            NORTH SHORE CAPITAL II, INC.
                           (A Development Stage Company)

                        STATEMENT OF CHANGES OF STOCKHOLDERS' EQUITY
                FOR THE PERIOD FROM FEBRUARY 3, 1999 (DATE OF INCEPTION)
                               THROUGH DECEMBER 31, 2002

<S>                              <C>         <C>         <C>         <C>             <C>
                                  Shares      Par         Paid        Retained
                                                          in          Earnings
                                  Issued      Value       Capital     (Deficit)       Equity

Balance at February 3, 1999       $      0    $     0     $     0     $     0         $    0

Issuance of common stock for      2,200,000     2,200       2,200                      4,400
Services Rendered at inception
at $.002 on February 3, 1999


Shares issued pursuant to
Private Placement under
Regulation D                        17,500         18       17,482                    17,500

Issued in exchange                  30,000         30       29,970                    30,000
for cash and services
at $1.00 per share

Net loss for the year ended
December 31, 2001                                                       (1,478)

Net loss for the year ended                                               (373)
December 31, 2002

Net loss for the period from                                           ($51,880)      (51,880)
 February 3, 1999 to
 December 31, 2002



Balance at Dec. 31, 2001           2,247,500    $ 2,248   $ 49,652     ($51,880)        $20


</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
SEE INDEPENDENT AUDITOR'S REPORT.


<PAGE> F-6

<TABLE>


                            	North Shore Capital II, Inc.
                           	(A Development Stage Company)

                                  STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 2001, DECEMBER 31, 2000, AND FOR
          THE PERIOD FROM FEBRUARY 3, 1999 (DATE OF INCEPTION)THROUGH DECEMBER 31, 2001

<S>                                       <C>                    <C>                    <C>
                                           The Year               The Year                February 3, 1999
                                           Ended                  Ended                   (Inception) to
                                           December 31, 2002      December 31, 2001       December 31, 2002


NET CASH FLOWS USED
BY OPERATING ACTIVITIES
 Net Income (loss)                         (373)                   (1,478)                  ($51,880)
    Cash flow from
    operating activities                   (373)                   (1,478)                  ($51,880)

CASH FLOWS FROM
FINANCING ACTIVITIES
  Purchase of Common Stock                                                                    17,500

  Issuance of stock in
  exchange for
  organizational activities                                                                    4,400

  Issuance of stock in
  exchange for
  professional fees                                                                           30,000

  Net cash provided by
  financing activities                                                                        51,900

Net (decrease) increase
in cash                                     (373)                   (1,478)                      20

Cash and cash equivalents,
 beginning of period                         393                     1,871                        0

Cash and cash equivalents,
end of period                                 20                       393                       20

Income taxes paid                           $  0		         0                        0

Interest paid	                            $  0      			 0                        0

<PAGE> 55
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
SEE NOTES TO FINANCIAL STATEMENTS.


                         NOTES TO FINANCIAL STATEMENTS
                                 DECEMBER 31, 2002


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies of the company are in accordance with generally
accepted accounting principles applied on a basis consistent with that of the
preceding year.  Outlined below are those policies considered particularly
significant.

Organization and Development Stage Operations
North Shore Capital II, Inc. (a Development Stage Company) (the Company) was
incorporated on February 3, 1999, in the State of Colorado.  The Company is in
the development stage and its intent is to operate as a capital market access
corporation and to acquire one or more existing businesses through merger or
acquisition.  The Company has had no significant business activity to date.
The Company has selected the calendar year as its year end.  Costs associated
with organization have been expensed in accordance with SOP 98-5.

Stock-Based Compensation
The Company accounts for stock-based compensation under Statement of Financial
Accounting Standards ("SFAS") No. 123 "Accounting for Stock-Based
Compensation". The Company accounts for stock-based compensation based on the
fair value of the consideration received or the fair value of the stock issued,
whichever is more reliably measurable.

Method of Accounting
Assets, liabilities, revenues and expenses are recognized on the accrual basis
of accounting.  The preparation of 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
disclosure of contingent 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 these estimates.

Cash and Cash Equivalents
For purposes of the Statements of Cash Flows, North Shore considers all
short-term investments in interest-bearing accounts, securities and other
instruments with an original maturity of three months or less, to be equivalent
to cash.

Fair value of financial instruments
The carrying amounts reported in the consolidated balance sheet for cash and
cash equivalents, accounts payable, accrued expenses and other liabilities,
approximate fair value because of immediate or short-term maturity of these
financial instruments.  The underlying carrying amount reported for long-term
debt and capital leases approximates fair value because, in general, the
interest on the underlying instruments fluctuates with market rates.

2.	STOCKHOLDERS' EQUITY
On February 3, 1999, the Company issued two million two hundred thousand
(2,200,000) shares of its $.001 par value common stock for services, rendered
by related parties, valued at their fair market value of $4,400.  The shares
were issued pursuant to Rule 701 of the Securities Act of 1933 (the "Act") and
are restricted securities within the meaning of Rule 144 of the Act.  The
company issued an additional 47,500 shares of stock pursuant to a private
placement under Regulation D.

The Company authorized 10,000,000 shares of Series A convertible preferred
stock with a par value of $.001 per share.  Currently, there are no shares
outstanding.  Each share of preferred stock can be converted into one share
of common stock and each share is entitled to one vote, voting together
with the holders of shares of common stock.

3.   RELATED PARTY TRANSACTIONS

An amount totaling $40,000 ($10,000 cash, 30,000 shares of common stock valued
at $1.00 per share) was paid for consulting services rendered in connection
with business planning and compliance.  Shareholders of the Company rendered
those consulting services.

As described in footnote #2 the Company issued common stock for services
provided by related parties that are valued at the fair market value of $4,400.


4.   INCOME TAXES

     Due to the current period's operating loss, the Company has no provision
for income taxes.

    Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.  The Company's net
deferred tax asset balances are attributable to net operating loss carry-
forwards.  At December 31, 2002, the Company's deferred tax asset consisted of
the following:

     Deferred tax asset                      		  $     20,607
     Valuation allowance                  		       (20,607)

     Net deferred tax assets recognized on
      the accompanying balance sheets         	  $             0


    The components of the income tax provision (benefit) consisted of the
following for the period ended December 31, 2002.

     Current                       	            $         0
     Deferred                    	                 20,607


     Tentative tax provision (benefit)         	         20,607
     Change in valuation allowance                      (20,607)

       Net income tax provision (benefit)      $            0


     The Company has a net operating and economic loss carryforward of
approximately $52,000 available to offset future federal and state taxable
income through 2020 as follows:

     Year of Expiration                        Amount

     2019                                      $    45,000
     2020                                            7,000







CONSENT OF COUNSEL

I hereby consent to the incorporation by reference in this Annual Report on
Form 10-KSB of my consent dated November 1, 2000, appearing in the North Shore
Capital II, Inc. Registration Statement on Form 10SB12G filed November 1, 2000.
I also consent to the  reference tomes under the heading "Exhibits" in such
Registration Statement.

GERARD WERNER, Esq.

/s/ Gerard Werner, Esq.

October 12, 2005
Sheboygan, WI










CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

North Shore Capital II, Inc.
Dated: May 30, 2003


I hereby consent to the incorporation by reference in this Annual Report to
Shareholders on Form 10-KSB of my report dated May 30, 2003, appearing on
page F-2 of North Shore's Annual Report on Form 10-KSB for the year ended
December 31, 2002. I also consent to the reference to me under the heading
"Exhibits" in such Registration Statement.



                                        DENNIS W. BERSCH, CPA
                                        /s/ Dennis W. Bersch

                                        ------------------------------------
                                        DENNIS BERSCH, CPA





                                   EXHIBIT 31.1

                                  CERTIFICATION

I, Gerard Werner, certify that:

1. I have reviewed this annueal report on Form 10KSB of North Shore
Capital II, Inc.,;

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, and other financial
information included in this report, fairly present in all material
respectsthe financial condition, results of operations and cash flows
of the small business issuer as of, and for, the periods presented in
this report;

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

      (a)   Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated 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 small business issuer's
            disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based
on such evaluation; and

      (c)   Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during
the small business issuer's most recent fiscal quarter (the small
business issuer's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
small business issuer's board of directors (or persons performing the
equivalent functions):

      (a)   All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the small business issuer's
            ability to record, process, summarize and report financial
            information;

      (b)   Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the small business
            issuer's internal control over financial reporting.


Date:  October 11, 2005               /s/ Gerard Werner
                                    ------------------------------
                                    Gerard Werner, President





                                 Exhibit 32.1

                            NORTH SHORE CAPITAL II, INC.


                            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 North Shore Capital II, Inc., (the
"Company") on Form 10-KSB for the period ended December 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Gerard Werner, Chairman, Chief Executive Officer and Secretary of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (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
                  operations of the Company.



/s/Gerard M. Werner
- - ------------------------
Gerard M. Werner
Chief Executive Officer
October 11, 2005





EXHIBIT 99.1

                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
                        SAFE HARBOR COMPLIANCE STATEMENT
                         FOR FORWARD-LOOKING STATEMENTS

     In passing the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"), 15 U.S.C.A. Sections 77z-2 and 78u-5 (Supp. 1996), Congress
encouraged public companies to make "forward-looking statements" by creating a
safe harbor to protect companies from securities law liability in connection
with forward-looking statements. North Shore Capital II, Inc. ("North Shore" or
the "Company") intends to qualify both its written and oral forward-looking
statements for protection under the Reform Act and any other similar safe
harbor provisions.

     "Forward-looking statements" are defined by the Reform Act. Generally,
forward-looking statements include expressed expectations of future events and
the assumptions on which the expressed expectations are based. All
forward-looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Due to those
uncertainties and risks, the investment community is urged not to place undue
reliance on written or oral forward-looking statements of North Shore. The
Company undertakes no obligation to update or revise this Safe Harbor Compliance
Statement for Forward-Looking Statements (the "Safe Harbor Statement") to
reflect future developments. In addition, North Shore undertakes no obligation
to update or revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future operating results
over time.

RISK FACTORS



1. The majority control by the Company's Principal Shareholders, Officers
   and Directors may negatively impact the operation of the Company.

The Company's principal shareholders, officers and directors will beneficially
own ninety-eight percent (98%) of the Company's Common Stock.  As a
result, such persons will have the ability to control the Company and direct
its affairs and business.  Such concentration of ownership may also have the
effect of delaying, deferring or preventing change in control of the Company.
See "Principal Stockholders."

2. Conflicts of interest between the Company and its officer and director
   may impede the operational ability of the Company.

Certain conflicts of interest exist between the Company and its officer and
director.  He has other business interests to which he devotes his
attention, and he may be expected to continue to do so although management
time should be devoted to the business of the Company.  As a result, conflicts
of interest may arise that can be resolved only through his exercise of such

<PAGE>  2

judgment as is consistent with his fiduciary duties to the Company. See
"Management," and "Conflicts of Interest."

The Company's President and all current shareholders own all of the issued
and outstanding stock of two (2) additional corporations (North Shore
Capital I and IV) which are shell companies formed February 3, 1999.
The Form 10-SB registration statement of North Shore Capital I through IV may
become effective by lapse of time on or about June 17, 2000.  (See "Item 5.
Directors, Executive Officers, Promoters, and Control Persons---Other Blind
Pool Activities.") Thus, the Company may be in competition with North Shore
Capital I and IV in seeking merger candidates.

The Company's Director may also elect, in the future, to form one or more
additional public shell companies with a business plan similar or identical to
that of the Company.  Any such additional shell companies would also be in
direct competition with the Company for available business opportunities.
(See Item 5 - "Directors, Executive Officers, Promoters and Control Persons-
Conflicts of Interest.")

It is anticipated that Company's President  may actively negotiate or
otherwise consent to the purchase of a portion of his common stock as a
condition to, or in connection with, a proposed merger or acquisition
transaction.  In this process, the Company's President may consider his own
personal pecuniary benefit rather than the best interests of other Company
shareholders, and the other Company shareholders are not expected to be
afforded the opportunity to approve or consent to any particular stock
buy-out transaction.  See "Conflicts of Interest."

3. The possible need for additional financing may impair the Company's
   ability to locate the best available business opportunity.

The Company has very limited funds, and such funds may not be adequate to take
advantage of any available business opportunities.  Even if the Company's funds
prove to be sufficient to acquire an interest in, or complete a transaction
with, a business opportunity, the Company may not have enough capital to exploit
the opportunity.  The ultimate success of the Company may depend upon its
ability to raise additional capital. The Company has not investigated the
availability, source, or terms that might govern the acquisition of additional
capital and will not do so until it determines a need for additional financing.

If additional capital is needed, there is no assurance that funds will be
available from any source or, if available, that they can be obtained on terms
acceptable to the Company.  If not available, the Company's operations will be
limited to those that can be financed with its modest capital.

4. The regulation of Penny Stocks may negatively impact the potential
   trading market for the Company's securities.
The Company's securities, when available for trading, will be subject to a
Securities and Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to persons other

<PAGE>  3

than established customers or accredited investors.  For purposes of the rule,
the phrase "accredited investors" means, in general terms, institutions with
assets in excess of $5,000,000, or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that, when
combined with a spouse's income, exceeds $300,000).  For transactions covered
by the rule, the broker-dealer must make a special suitability determination
for the purchaser and receive the purchaser's written agreement to the
transaction prior to the sale.  Consequently, the rule may affect the ability
of broker-dealers to sell the Company's securities and also may affect the
ability of purchasers in this offering to sell their securities in any market
that might develop therefor.

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks."  Such rules include Rules 3a51-1, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange Act
of 1934, as amended.  Because the securities of the Company may constitute
"penny stocks" within the meaning of the rules, the rules would apply to the
Company and to its securities.  The rules may further affect the ability of
owners of Shares to sell the securities of the Company in any market that
might develop for them.

Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse.

Such patterns include (i) control of the market for the security by one or a
few broker-dealers that are often related to the promoter or issuer; (ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (iii) "boiler room" practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differentials and
markups by selling broker-dealers; and (v) the wholesale dumping of the same
securities by promoters and broker-dealers after prices have been manipulated
to a desired level, along with the resulting inevitable collapse of those
prices and with consequent investor losses.

5. The Company's limited operating history may severely impact its
   ability to operate and locate the best available business opportunity.

The Company was formed in February of 1999 for the purpose of registering its
common stock under the 1934 Act and acquiring a business opportunity.  The
Company has no operating history, revenues from operations, or assets other
than cash from private sales of stock.  The Company faces all of the risks of
a new business and the special risks inherent in the investigation, acquisition,
or involvement in a new business opportunity.  The Company must be regarded as
a new or "start-up" venture with all of  the unforeseen costs, expenses,
problems, and difficulties to which such ventures are subject.

<PAGE>  4

6. There can be no assurance of the Company's potential success or
   profitability.

There is no assurance that the Company will acquire a favorable business
opportunity.  Even if the Company should become involved in a business
opportunity, there is no assurance that it will generate revenues or profits,
or that the market price of the Company's Common Stock will be increased
thereby.

7. Reporting Requirements May Delay Or Preclude Acquisition.

Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"),
requires companies subject thereto to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one or two years, depending on the relative size of
the acquisition.  The time and additional costs that may be incurred by some
target entities to prepare such statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by the
Company.  Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition so long as
the reporting requirements of the 1934 Act are applicable.

8. The Company lacks market research and marketing organization.

The Company has neither conducted, nor have others made available to it,
results of market research indicating that market demand exists for the
transactions contemplated by the Company.  Moreover, the Company does not
have, and does not plan to establish, a marketing organization.  Even in the
event demand is identified for a merger or acquisition contemplated by the
Company, there is no assurance the Company will be successful in completing
any such business combination.

9. The Company's potential business opportunity -
   Has not been identified and will be highly risky

The Company has not identified and has no commitments to enter into or acquire
a specific business opportunity and therefore can disclose the risks and
hazards of a business or opportunity that it may enter into in only a general
manner, and cannot disclose the risks and hazards of any specific business or
opportunity that it may enter into.  An investor can expect a potential
business opportunity to be quite risky.  The Company's acquisition of or
participation in a business opportunity will likely be highly illiquid and
could result in a total loss to the Company and its stockholders if the business
or opportunity proves to be unsuccessful.  See  Item 1 "Description of
Business."

10. The type of business acquired may be unprofitable or present other
    negative factors.

The type of business to be acquired may be one that desires to avoid effecting
its own public offering and the accompanying expense, delays, uncertainties,
and federal and state requirements which purport to protect investors. Because
of the Company's limited capital, it is more likely than

<PAGE>  5

not that any acquisition by the Company will involve other parties whose
primary interest is the acquisition of control of a publicly traded company.
Moreover, any business opportunity acquired may be currently unprofitable or
present other negative factors.

11. The Company may not be able to conduct an exhaustive investigation
    and analysis of potential business opportunities.

The Company's limited funds and the lack of full-time management will likely
make it impracticable to conduct a complete and exhaustive investigation and
analysis of a business opportunity before the Company commits its capital or
other resources thereto.  Management decisions, therefore, will likely be made
without detailed feasibility studies, independent analysis, market surveys and
the like which, if the Company had more funds available to it, would be
desirable.  The Company will be particularly dependent in making decisions
upon information provided by the promoter, owner, sponsor, or others associated
with the business opportunity seeking the Company's participation.

A significant portion of the Company's available funds may be expended for
investigative expenses and other expenses related to preliminary aspects of
completing an acquisition transaction, whether or not any business opportunity
investigated is eventually acquired.

12. The Company may lack diversification.

Because of the limited financial resources that the Company has, it is
unlikely that the Company will be able to diversify its acquisitions or
operations.  The Company's probable inability to diversify its activities into
more than one area will subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated
with the Company's operations.

13. The Company may have to rely upon unaudited financial statements of
    a potential business opportunity.

The Company generally will require audited financial statements from companies
that it proposes to acquire.  No assurance can be given, however, that audited
financials will be available to the Company.  In cases where audited financials
are unavailable, the Company will have to rely upon unaudited information
received from target companies' management that has not been verified by outside
auditors. The lack of the type of independent verification which audited
financial statements would provide, increases the risk that the Company, in
evaluating an acquisition with such a target company, will not have the benefit
of full and accurate information about the financial condition and operating
history of the target company.  This risk increases the prospect that the
acquisition of such a company might prove to be an unfavorable one for the
Company or the holders of the Company's securities.

Moreover, the Company will be subject to the reporting provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and thus
will be required to furnish certain information about significant acquisitions,
including audited financial statements for any business that it acquires.
Consequently, acquisition prospects that do not have, or are unable to provide
reasonable assurances that they will be able to obtain, the required audited
statements would not be considered by the Company to be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable.  Should the Company, during the time it remains

<PAGE>  6

subject to the reporting provisions of the Exchange Act, complete an acquisition
of an entity for which audited financial statements prove to be unobtainable,
the Company would be exposed to enforcement actions by the Securities and
Exchange Commission (the "Commission") and to corresponding administrative
sanctions, including permanent injunctions against the Company and its
management.  The legal and other costs of defending a Commission enforcement
action are likely to have material, adverse consequences for the Company and
its business.  The imposition of administrative sanctions would subject the
Company to further adverse consequences.

In addition, the lack of audited financial statements would prevent the
securities of the Company from becoming eligible for listing on NASDAQ, the
automated quotation system sponsored by the National Association of Securities
Dealers, Inc., or on any existing stock exchange.  Moreover, the lack of such
financial statements is likely to discourage broker-dealers from becoming or
continuing to serve as market makers in the securities of the Company. Without
audited financial statements, the Company would almost certainly be unable to
offer securities under a registration statement pursuant to the Securities Act
of 1933, and the ability of the Company to raise capital would be significantly
limited until such financial statements were to become available.

14. Government, State or Local regulations may limit the Company's
    business opportunities.

An acquisition made by the Company may be of a business that is subject to
regulation or licensing by federal, state, or local authorities.  Compliance
with such regulations and licensing can be expected to be a time-consuming,
expensive process and may limit other investment opportunities of the
Company.

15. There will be a limited participation by Management in the daily
    operations of the Company.

The Company currently has one individual who is serving as its sole
officer and director.  The Company will be heavily dependent upon his
skills, talents, and abilities to implement its business plan, and may, from
time to time, find that the inability of the officer and director to devote
his full time attention to the business of the Company results in a delay in
progress toward implementing its business plan.  Furthermore, since only one
individual is serving as the officer and director of the Company, it will
be entirely dependent upon his experience in seeking, investigating, and
acquiring a business and in making decisions regarding the Company's operations.
See "Management."  Because investors will not be able to evaluate the merits of
possible business acquisitions by the Company, they should critically assess
the information concerning the Company's officer and director.

<PAGE>  7

16. There is a lack of continuity in the Management of the Company.

The Company does not have an employment agreement with its officer and
director, and as a result, there is no assurance that he will continue to
manage the Company in the future.  In connection with acquisition of a
business opportunity, it is likely the current officer and director of the
Company may resign.  A decision to resign will be based upon the identity of
the business opportunity and the nature of the transaction, and is likely to
occur without the vote or consent of the stockholders of the Company.

17. The Company's required indemnification of its Officers and Directors
    may negatively impact its operation.

The Company's Articles of Incorporation provide for the indemnification of its
directors, officers, employees, and agents, under certain circumstances,
against attorney's fees and other expenses incurred by them in any litigation
to which they become a party arising from their association with or activities
on behalf of the Company.  The Company will also bear the expenses of such
litigation for any of its directors, officers, employees, or agents, upon such
person's promise to repay the Company therefor if it is ultimately determined
that any such person shall not have been entitled to indemnification.  This
indemnification policy could result in substantial expenditures by the Company
which it will be unable to recoup.

18. The Company's Directors have potentially limited liability.

The Company's Articles of Incorporation exclude personal liability of its
directors to the Company and its stockholders for monetary damages for breach
of fiduciary duty except in certain specified circumstances.  Accordingly, the
Company will have a much more limited right of action against its directors
than otherwise would be the case.  This provision does not affect the
liability of any director under federal or applicable state securities laws.

19. The Company may have to depend upon Outside Advisors.

To supplement the business experience of its officer and director, the
Company may be required to employ accountants, technical experts, appraisers,
attorneys, or other consultants or advisors.  The selection of any such
advisors will be made by the Company's President without any input from
stockholders.  Furthermore, it is anticipated that such persons may be engaged
on an "as needed" basis without a continuing fiduciary or other obligation to
the Company.

20. The Company may engage in a highly risky leveraged transaction.

There is a possibility that any acquisition of a business opportunity by the
Company may be leveraged, i.e., the Company may finance the acquisition of the
business opportunity by borrowing against the assets of the business opportunity
to be acquired, or against the projected future revenues or

<PAGE>  8

profits of the business opportunity.  This could increase the Company's
exposure to larger losses.  A business opportunity acquired through a
leveraged transaction is profitable only if it generates enough revenues to
cover the related debt and expenses.  Failure to make payments on the debt
incurred to purchase the business opportunity could result in the loss of a
portion or all of the assets acquired.  There is no assurance that any business
opportunity acquired through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.

21.  Significant competition may impair the Company's ability to locate
     the best available business opportunity.

The search for potentially profitable business opportunities is intensely
competitive.  The Company expects to be at a disadvantage when competing with
many firms that have substantially greater financial and management resources
and capabilities than the Company.  These competitive conditions will exist in
any industry in which the Company may become interested.

22. There are no foreseeable dividends for the Company's shareholders.

The Company has not paid dividends on its Common Stock and does not anticipate
paying such dividends in the foreseeable future.

23. The Company's present Management and Stockholders may lose control.

The Company may consider an acquisition in which the Company would issue as
consideration for the business opportunity to be acquired an amount of the
Company's authorized but unissued Common Stock that would, upon issuance,
represent the great majority of the voting power and equity of the Company.
The result of such an acquisition would be that the acquired company's
stockholders and management would control the Company, and the Company's
management could be replaced by persons unknown at this time.  Such a merger
would result in a greatly reduced percentage of ownership of the Company by
its current shareholders. In addition, the Company's President could sell
his control block of stock at a premium price to the acquired company's
stockholders.

24. There is no public trading market for the Company's common stock.

There is no public market for the Company's common stock, and no assurance can
be given that a market will develop or that a shareholder ever will be able to
liquidate his investment without considerable delay, if at all.  If a market
should develop, the price may be highly volatile.  Factors such as those
discussed in this "Risk Factors" section may have a significant impact upon
the market price of the securities offered hereby.  Owing to the low price of
the securities, many brokerage firms may not be willing to effect transactions
in the securities.  Even if a purchaser finds a broker willing to effect a
transaction in these securities, the combination of brokerage commissions,
state transfer taxes, if any, and any other selling costs may exceed the
selling price.  Further, many lending institutions will not permit the use of
such securities as collateral for any loans.

<PAGE>  9

25. Affiliates and their successors/assigns may have exposure and risk
    if re-selling securities pursuant to Rule 144.

All of the outstanding shares of Common Stock held by present stockholders are
"restricted securities" within the meaning of Rule 144 under the Securities
Act of 1933, as amended.

As restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other
applicable exemptions from registration under the Act and as required under
applicable state securities laws.  Rule 144 provides in essence that a person
who has held restricted securities for a prescribed period may, under certain
conditions, sell every three months, in brokerage transactions, a number of
shares that does not exceed the greater of 1.0% of a company's outstanding
common stock or the average weekly trading volume during the four calendar
weeks prior to the sale.  As a result of revisions to Rule 144 which became
effective on or about April 29, 1997, there will be no limit on the amount of
restricted securities that may be sold by a nonaffiliate after the restricted
securities have been held by the owner for a period of two years.  A sale
under Rule 144 or under any other exemption from the Act, if available, or
pursuant to subsequent registrations of shares of Common Stock of present
stockholders, may have a depressive effect upon the price of the Common Stock
in any market that may develop.

Of the total 2,247,500 shares of common stock held by present stockholders of
the Company, 2,200,000 shares were issued pursuant to Rule 701 and may
become available for resale under Rule 144, on or about July 1, 2000. However,
recent correspondence directed from the Commission to the NASD suggests that
Rule 144 sales by affiliates or their successors/assigns will generally not
be afforded an opportunity to rely on Rule 144 for "safe harbor" re-selling
under such rule and will most likely only be able to transfer such securities
pursuant to an effective registration statement filed under the Securities
Act of 1933 (the "Act"). Specifically, the S.E.C., in a January 21, 2000,
letter to Mr. Ken Worm of the NASD, has expressed the view that promoters
and affiliates of blank-check companies are "underwriters", within the
meaning of the '33 Act.  Accordingly, securities acquired by non-affiliates
from the promoters or affiliates of the Company could not be resold prior to
registration under the Act.

26. Blue Sky considerations may negatively impact the Company's ability
    to sell or transfer its securities or to establish secondary trading
    markets.

Because the securities registered hereunder have not been registered for
resale under the blue sky laws of any state, the holders of such shares and
persons who desire to purchase them in any trading market that might develop
in the future, should be aware that there may be significant state blue-sky law
restrictions upon the ability of investors to sell the securities and of
purchasers to purchase the securities.  Some jurisdictions may not
under any circumstances allow the trading or resale of blind-pool or "blank-
check" securities.  Accordingly, investors should consider the secondary market
for the Company's securities to be a limited one.

27. Existing shareholders are likely to experience significant dilution of
    their ownership percentage, in any business combination in which the
    Company may enter into.

Insofar as a business combination involving the Company will likely entail
the issuance of authorized, but currently unissued, shares of the Company's
common stock, existing shareholders may find their equity position
significantly diluted.  Any business combination involving the Company is
likely to include the issuance of additional shares of the Company's common
stock to the shareholders of the target company, in exchange for an equity
position in the surviving entity for existing shareholders of the Company.
The equity percentage held by shareholders in the surviving entity will
likely be considerably lower than that held in the Company presently.

28. Any business combination entered into by the Company could result in a
    taxable gain to current shareholders of the Company's stock.

A business combination entered into by the Company could likely result in
a taxable event to existing shareholders of the Company's common stock.
In the event that current shareholders of the Company's common stock
receive consideration for their shares above the value of their original
investment, in a business combinaiton entered into by the Company, they
will incur a taxable gain.


29. Certain adverse effects on the Company could result from a determination
    by the S.E.C. that the Company is subject to the regulatory provisions
    of the Investment Company Act of 1940.

A determination by the S.E.C. that the Compnay is an "investment company",
could impose especially onerous reporting and other requirements upon the
Company's management, which could seriously impede the Company's ability
to enter into a business combination with another company, given the
relatively limited resources of the Company at the present time.  It should
be noted that management strongly believes that the Company does not qualify
as an "investment company", as that term is defined in the 1940 Act.

The Investment Company Act also places certain restrictions on our ability
to take certain actions. We may not alter or change our corporate objectives,
strategies or policies such that we cease to be a "blank check" company.
We would also be prohibited by the Investment Company Act from knowingly
participating in a joint transaction, including a co-investment with an
affiliated person, including any of our directors, or any entity managed or
advised by any of them.


	The following table documents the current involvement of Gerard Werner
	with each shell company (please see Item 2 below for elaboration):

<TABLE>

NORTH SHORE CAPITAL

<S>                      <C>
     			  NSC II, Inc.


Gerard Werner's	          President
Titles 		          Director


Gerard Werner's 	   97.89%
Equity %

Filing Type		   10-SB12G/A

SEC File No.  	           0-30295

Percentage time 	   12.5%
Devoted to the
Company

</TABLE>

The Company's President may form Maui Capital I, Inc., which is a shell
company with the same capital structure and business plan as North Shore
Capital I and IV, and the Company.  He may also elect, in the future,
to form one or more additional public shell companies with a business plan
similar or identical to that of the Company.  Any such additional shell
companies would also be in direct competition with the Company for
available business opportunities.  (See Item 5 - "Directors, Executive
Officers, Promoters and Control Persons - Conflicts of Interest.")

The Company's President was previously a Director and Vice-President of Oak
Brook Capital I, II, III, and IV, blank-check companies with similar
capital structures as the Company.  As of this date, he has resigned his
positions as an officer and director with Oak Brook Capital I, II, III
and IV, each having consummated a business combination with an operating
entity.  Mr. Werner most recently resigned from Oak Brook Capital III, on
October 20, 2000.  Mr. Werner retained between 1.5% and 2.0% equity in the
surviving companies, which are now known as AEI Environmental, America's
Power Partners, Alpha Fibre, Inc., and PVAXX corporation, respectively.

Shareholders have certain rights with regards to the Company's management,
in the event of breaches of certain obligations including loyalty and
the misappropriation of a corporate opportunity.  Shareholders may
seek remedies under several provisions of the 1933 and 1934 acts.
Sections 11 and 12 of the '33 Act help safeguard investors against
materially false statements in Registration Statements (section 11);
and against materially false statements in prospectuses and other
communications (section 12).  Remedies available under these sections
include the reimbursement to the investor, by the company, of the
consideration paid for the security minus any gain received thereupon.
Investors are also protected by section 10(b) of the '34 Act, which
proscribes manipulative or deceptive practices in connection with the
purchase or sale of a security; and by section 14(e) of the '34 Act,
which proscribes material misstatements in connection with proxies.  As
many states, including Colorado, have securities laws modeled after
the '33 and '34 Acts, remedies may be available under state law as well.
In any case, lawsuits under section 11 of the '33 Act may be brought "at
law or in equity, in any court of competent jurisdiction".

It is anticipated that the Company's President may actively negotiate or
otherwise consent to the purchase of a portion of his common stock as a
condition to, or in connection with, a proposed merger or acquisition
transaction.  In this process, the Company's President and may consider
his own personal pecuniary benefit rather than the best interests of other
Company shareholders, and  the other Company shareholders are not expected to
be afforded the opportunity to approve or consent to any particular stock
buy-out transaction.