U.S. SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                            FORM 10-KSB

[ X ]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the fiscal year ended September 30, 2002

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

            For the transition period from__________to__________

                     Commission file number 0-32069

                         Big Sky Industries II, Inc
   -----------------------------------------------------------------
   (Exact name of small business issuer as specified in its charter)

               Florida                           59-3646900
   -------------------------------     --------------------------------------
   (State or other jurisdiction of      (I.R.S. Employer  Identification No.)
     incorporation or organization)

211 Shellpoint West, Maitland, Florida                        32751
----------------------------------------                  -------------
(Address of principal executive offices)                   (Zip Code)

   Issuer's telephone number, including area code:   (407)-628-7033
                                                    -----------------

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

 Title of each class                 Name of exchange on which registered
----------------------              --------------------------------------
    None                                           None

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

      Common Stock, $0.001 Par Value
 ------------------------------------------




<PAGE>                               1


  Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such report),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ]  No [   ]

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

  State issuer's revenues for the most recent fiscal year........$0.00

  State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such
common equity, as of a specific date within the past 60 days.  (See
definition of affiliate in Rule 12b-2 of the Exchange Act.)

  As of May 20, 2003, there were 1,050,000 shares of common stock, $0.001
  par value, issued and outstanding.

                 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

  State the number of shares outstanding of each issuers's classes of common
equity, as of the latest practicable date.

  As of May 20, 2003 there were 1,050,000 shares of common stock, $0.001
par value, issued and outstanding.

  Transitional Small Business Disclosure Format (check one):
              Yes [   ]                     No [ X ]




<PAGE>                               2




                          FORWARD LOOKING STATEMENTS

  This report on Form 10-KSB contains statements that plan for or anticipate
the future.  Forward-looking statements about the future of the blank check
("Blank Check") companies in general, statements about our future business
plans and strategies, and most other statements that are not historical in
nature.  In this report, the words "anticipate," "plan," "believe,"
"expect," "estimate," "may," "could," "will," and  similar expressions are
intended to identify forward-looking statements. Because forward-looking
statements involve future risks and uncertainties, there are factors that
could cause actual results to differ materially from those expressed or
implied.  For example, a few of the uncertainties that could affect the
accuracy of forward -looking statements include:

    1. Changes in general economic and business conditions,
       which affect Blank Check companies;
    2. legal or policy developments that diminish the appeal of our company;
    3. the level of demand for Blank Check companies; and
    4. changes in our business strategies.

  The Private Securities Litigation Reform Act of 1995, which provides a
"safe harbor" for similar statements by existing public companies, does
not apply to our company.

                            PART   I

ITEM 1.    DESCRIPTION OF BUSINESS

General Development of the Company

  We were organized as Big Sky Industries II, Inc. under the laws of the
State of Florida on January 31, 2000, as a shell ("Shell") company, which
conducts virtually no business operation, other than our effort
investigating opportunities to effect a merger, exchange of capital
stock, asset acquisition, or other similar business combination ("Business
Combination") with an operating or development stage business ("Target
Business").  We registered our Company's common stock, par value $0.001
("Common Stock") pursuant to Securities and Exchange Commission ("SEC")
registration statement Form 10-SB (filed December 6, 2000) on a voluntary
basis in order to create a reporting Shell company.  On December 14, 2000,
the SEC approved our Form 10-SB registration statement, with an effective
date sixty days after the filing date.  We have a shareholder base of two
shareholders and 1,050,000 shares of Common Stock outstanding, all of which
are restricted pursuant to Rule 144 of the Securities Act of 1933, as
amended (the "Securities Act").  Unless the context otherwise requires, all
references to the "Company," "we," "our," and other similar terms means Big
Sky Industries, II, Inc.

Our Present Business

   We make reference to our entire Form 10-SB registration statement, as
amended, filed with the U.S. Securities and Exchange Commission on
December 6, 2000, which contains information and more comprehensive
discussion of our business and our industry, information and discussion not
required to included in this report on Form 10-KSB.




<PAGE>                               3





   We are in our early development and promotional stages.  We are a Shell
company, conducting virtually no business operation, other than our effort
investigating opportunities to associate with a suitable business partner
and identifying merger partners or acquisition candidates.  We do not
engage in any substantive commercial business or other business operations.
Our executive and business offices are located at 211 Shellpoint West,
Maitland, Florida 32751.

   Our Company's sole officer and director, Mr. Ramon Chimelis, devotes
approximately 5% of his time to our business.  Mr. Chimelis intends to
devote as much time as he deems reasonably necessary and, when necessary, up
to 100% , to carry out our Company's business and affairs, including the
evaluation of potential Target Businesses and the negotiation of a Business
Combination.  As a result, the amount of time he devotes to our business
and affairs may vary significantly depending upon, among other things,
whether we have identified a Target Business or are engaged in the active
negotiation of a Business Combination.

  We have no full-time employees.  We expect to use consultants, attorneys,
and accountants as necessary, and we do not anticipate a need to engage any
full-time employees while we are investigating opportunities and evaluating
Target Businesses.  We will address the need for employees and their
availability at the time we make a decision to consummate a specific
Business Combination.

  We are a corporate vehicle created to effect a merger, exchange of capital
stock, asset acquisition, or other similar Business Combination with an
operating or development stage business, which desires to employ our Company
to become a reporting corporation under the Securities Exchange Act of 1934
(the "Exchange Act').  On December 6, 2000, we registered our Common Stock,
par value $0.01 pursuant to Form 10-SB registration statement on a voluntary
basis in order to create a reporting Shell company.  We have a shareholder
base of two shareholders and 1,050,000 shares of Common Stock outstanding,
all of which is restricted pursuant to Rule 144 of the Securities Act of
1933, as amended. Pursuant to resolution of our board of directors, no
Business Combination may occur prior to our Company obtaining the requisite
audited financial statements required pursuant to Form 8-K (or its
equivalent) promulgated under the Exchange Act.

  As a Shell corporation, we face special risks inherent in the
investigation, acquisition, or involvement in a new business opportunity.
Further, as a new or start-up company, we face all of the unforseen costs,
expenses, problems, and difficulties related to new companies.

  We intend to seek potential business opportunities and complete a Business
Combination transaction with a Target Business that has significant growth
potential, which, in the opinion of management, could provide a profit for
our Company and our shareholders.  We intend to seek opportunities, which
demonstrate the potential for long-term growth, as opposed to short-term
earnings.  Our efforts in identifying a prospective Target Business are
expected to emphasize businesses primarily located in the United States;
however, we reserve the right to acquire a Target Business located primarily
elsewhere.  We may, under certain circumstances, seek to effect Business
Combinations with more than one Target Business; however, due to our limited
resources, we will, in all likelihood, only have the ability to effect a
single Business Combination.  We may effect a Business Combination with a
Target Business that may be financially unstable, or in its early stages of
development or growth.  We will not restrict our search to any specific
business, industry or geographical location, and we may participate in a
business venture of virtually any kind or nature.  Our present management
may become involved in the management of the Target Business and/ or it may
hire qualified but as of yet unidentified individuals to manage such Target
Business.  Presently, we have no plan, proposal, agreement, understanding,
or arrangement to acquire or merge with any specific business or company,
and we have not identified any specific business or company for investigation
and evaluation.




<PAGE>                               4




We encounter intense competition from other entities having a business
objective similar to ours.  Many of these entities are well-established and
have extensive experience in connection with identifying and effecting
Business Combinations directly or through affiliates.  Many of these
competitors possess greater financial, marketing, technical, personnel and
other resources than we do and we cannot assure that we will have the
ability to compete successfully.  Our financial resources are limited in
comparison to those of many of our competitors.  This inherent competitive
limitation could compel us to select certain less attractive acquisition
prospects.  We cannot assure that such prospects will permit us to meet our
stated business objectives.  We believe, however, that our status as a
reporting public entity could give us a competitive advantage over privately
held entities having a  business objective similar to ours.

  No trading market in our Common Stock presently exists.  In light of the
restrictions concerning Shell companies contained in many state blue sky
laws and regulations, it is not likely that a trading market will be created
in our Common Stock until such time as a Business Combination occurs with a
Target Business.  We cannot assure that a trading market in our Common Stock
will develop, after a Business Combination occurs, especially in light of
the U.S. Securities and Exchange Commission's view that Rule 144 is not
available for resale transactions for securities issued by Blank Check
companies, and that resale of such securities cannot occur without
registration under the Securities Act.

  Our limited resources and lack of full-time management will likely make
it impracticable to conduct a complete and exhaustive investigation and
analysis of a Target Business before we commit our capital or other
resources.

  We cannot presently ascertain with any degree or certainty the time and
costs required to select and evaluate a Target Business (including
conducting a due diligence review) and to structure and consummate the
Business Combination (including negotiating relevant agreements and
preparing requisite documents for filing pursuant to applicable securities
laws and state blue sky and corporation laws).

  If we cannot consummate a Business Combination with a Target Business that
operates in an industry which is regulated or licensed by federal, state,
or local authorities, compliance with such regulations could be a
time-consuming and expensive process.

ITEM 2.    PROPERTIES

  Our executive and business offices are located at 211 Shellpoint West,
Maitland, Florida 32751.  Pursuant to an oral arrangement, we sub-lease
our office space on a month-to-month basis free of charge from Mr.
Chimelis, our sole officer and director.  We believe this office space is
adequate to serve our needs until such time as a Business Combination
occurs, and we expect to be able to utilize these offices, pursuant to the
terms described above, until such time as a Business Combination occurs.
See "Certain Relationships and related Transactions."

ITEM 3.    LEGAL PROCEEDINGS.

  As of May 20, 2003, we are not a party to any material legal proceedings,
  nor are we aware of any threatened litigation of a material nature.




<PAGE>                               5




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

  No matter was submitted to a vote of our security holders during the
fourth quarter of our fiscal year.

                               PART  II

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

Market Information

  No public trading market presently exists for the Company's Common Stock,
and there are no present plans, proposals, arrangements, or understandings
with any person with regard to the development of any trading market in any
of the Company's securities.  No shares of Common Stock have been registered
for resale under the federal securities laws or the blue sky laws of any
state.  We cannot guarantee that any trading market will develop in our
Common Stock at any time in the future, especially in light of the U.S.
Securities and Exchange Commission's view that Rule 144 is not available
for resale transactions for securities issued by Blank Check companies, and
that the resale of such securities cannot occur without registration under
the Securities Act.  Further, the holders of shares of Common Stock and
persons who may desire to purchase shares of Common Stock 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 shareholders
to sell their shares and of purchasers to purchase the shares of Common
Stock.  Some jurisdictions may not allow the trading or resale of blind-pool
or Blank Check securities under any circumstances.  Accordingly,
shareholders should consider the secondary market for the Company's
securities to be limited one.

  We do not intend to develop any trading market in the Company's Common
Stock until such time as a Business Combination is effectuated and the
requisite audited financial statements required pursuant to Form 8-K (or
its equivalent) are filed with the SEC.  No assurances are made, however,
that a trading market for the Company's Common Stock will ever develop.

Holders

  As of May 20, 2003, two holders of record held our Common Stock.

Dividends

  Since inception, the Company has not declared or paid cash dividends.  No
restrictions limit our ability to pay dividends on our Common Stock.  We do
expect to pay any dividends in the near future.

Recent Sales of Unregistered Securities

  As of May 20, 2003, we have issued an aggregate of 1,050,000 shares of
Common Stock as follows:

  On January 31, 2000, we adopted and agreed to be bound by the items of an
organizational agreement.  Mr. Chimelis pursuant to which Mr. Chimelis
agreed to provide cash in return for the issuance to him of our Company
securities.  Accordingly, on January 31, 2000, we issued Mr. Chimelis a
total of 1,000,000 shares of Common Stock at $0.001 per share.  The cash
consideration provided by Mr. Chimelis pursuant to the terms of the
organizational agreement totaled $1,000,000.  The Company relied on Section
4(2) of the Securities Act, since the transaction did not involve any public
offering.





<PAGE>                               6




  No underwriters were utilized and no commissions or fees were paid with
respect to any of the above transactions.  No other shares of Common Stock
have been issued by our Company in any other transaction.

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

  This Annual Report on Form 10-KSB should be read in conjunction with our
audited financial statements and notes, which are attached hereto beginning
on page F-1and have been incorporated by reference into Item 7 of this
Report on Form 10-KSB

  This Annual Report on Form 10-KSB contains forward looking statements.
For this purpose, any statements contained in it that are not statements of
historical fact should be regarded as forward looking statements.  For
example, the words "believe," "anticipates," "plans," and "expects" are
intended to identify forward looking statements.  There are a number of
important factors that could cause our Company's actual results to differ
materially from those indicated by such forward looking-statements.

Plan of Operation

  Big Sky Industries II, Inc. is presently a development stage company that
conducts virtually no business operations, other than investigating
opportunities to effect a merger, exchange of capital stock, asset
acquisition, or other similar business combination (a "Business Combination")
with an operating or development stage business ("Target Business"), which
desires to employ the Company to become a reporting corporation under the
Securities Exchange Act of 1934.  To date, we have not engaged in any
operations, nor have we generated any revenue; it has not received cash flow
from business operations.  The Company will carry out its plan of business
as discussed above.  See "Description of Business."

  We do not have significant cash or other material assets, nor do we have
an established source of revenue needed to cover the costs of normal
operations, which would allow us to continue as a going concern.  These
financial statements have been prepared using generally accepted accounting
principles applicable to a going concern, which contemplates the realization
of assets and liquidation of liabilities in the normal course of business.
Our ability to meet those obligations and continue as a going concern is
dependent upon us raising new capital through advances from current
shareholders and issuing equity securities to complete a Business
Combination transaction with a Target Business. If it becomes necessary for
us to raise additional funds to support normal operations during the next
twelve months, our principal shareholder and founder, Ramon Chimelis, will
advance funds as needed.  If we need to raise funds beyond funds needed for
normal operations, we may choose to sell additional common stock, especially
if we enter into an agreement to effectuate a Business Combination with a
Target Business.

  Since inception, we have received a cash infusion of $1,165.  With the
exception of certain other professional fees and costs related to a Business
Combination, we expect that we will incur minimal operating costs and, as
indicated above, our principal shareholder and founder will advance funds,
as needed, to meet our cash requirements during the next twelve months.  It
is likely, however, that a Business Combination might not occur during the
next twelve months; and in the event that our principal shareholder does not
advance adequate funds to support normal operations and we deplete our
present cash reserves prior to completing a Business Combination transaction
with a Target Business, we may cease operations and a Business Combination
may not occur.





<PAGE>                               7




  To date, we have not yet identified a Business Combination opportunity;
therefore, we are unable to predict our cash requirements subsequent to a
Business Combination with an unidentified Target Business.  As indicated
above, we may be required to raise capital through the sale of or issuance
of additional securities, in order to ensure that we can meet our operating
costs for the remainder of our fiscal year, if we complete a Business
Combination transaction with a Target Business. In the event that we elect
to raise additional capital by selling common stock,  prior to, or in
connection with, completing a Business Combination transaction, we expect to
do so through the private placement of restricted securities.

  There are no agreements or understandings of any kind with respect to any
loans from officers or directors of the Company on behalf of the Company,
other than that describe above.

  Since our cash reserves are minimal, we have not compensated our officers
or directors; in the near term, we may compensate them for their services
by issuing them stock in lieu of cash.  Presently, there are no arrangements
or anticipated arrangements to pay any type of additional compensation to
any officer or director.  Regardless, of whether our cash assets prove to
be inadequate to meet our operational needs, we might seek to compensate
providers of services by the issuance of stock in lieu of cash.

ITEM 7.    FINANCIAL STATEMENTS

  The Financial Statements of the Company and the accompanying notes thereto
and the independent's auditor's reports are included as part of this Form
10-KSB and immediately follow the signature page of this Form 10-KSB,
beginning with page F-1.

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

  Not Applicable.

                            PART III

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

<TABLE>
<CAPTION>

  Name                     Age            Position
  --------              ----------      ------------------
<S>                     <C>             <C>
  Ramon Chimelis           36           Director, President,
                                        Treasurer, Secretary
</TABLE>

  Mr. Chimelis has served as our director, president, treasurer, and
secretary since our inception in January 2000.  Additionally, Mr. Chimelis
is an officer and director of other Shell companies with the same business
plan as the Company.  See "Directors, Executive Officers, Promoters and
Control Persons Other Blank Check Activities."  Mr. Chimelis is also
presently a shareholder, officer and director of Design Pallets, Inc., a
manufacturer of corrugated pallets, located in Orlando, Florida.  He has
held this position since January 2000.  From 1999 to January 2000, Mr.
Chimelis was engaged in day trading through Gunslinger Group, Inc., a
privately held investing firm.  From 1998 to 1999 he served as a trader at
the broker-dealer firm of JOQ Financial, Inc., and from 1995 to 1998, he
was a stock broker at Collner Higgins and Higgins and Anderson.  Mr.
Chimelis studied business finance at Brevard Community College from 1984 to
1989.




<PAGE>                               8




Other Blank Check Activities

  Mr. Chimelis holds identical positions, as an officer, director, and
shareholder, for a total of ten Blank Check companies (including the
Company).  The following table sets forth, as of the date hereof, the
identities of these companies, the amount and percentage of beneficial
ownership held by Mr. Chimelis in such companies, and the percentage of
time he intends to devote to the affairs of these  companies.


<TABLE>
<CAPTION>

                                                               Percent of Time
Name, Filing Type                Amount and Percentage of     Intended to Devote To the
                                 of Beneficial Ownership       Affairs of the Company
---------------------------     --------------------------   --------------------------
<S>                             <C>                          <C>

Big Sky Industries, I, Inc.
Form 10-SB/12G
SEC File No. 0-32067            1,000,000 Shares (95.23%)               5%

Big Sky Industries, II, Inc.
Form 10-SB/12G
SEC File No. 0-32069            1,000,000 Shares (95.23%)               5%

Big Sky Industries, III, Inc.
Form 10-SB/12G
SEC File No. 0-32071            1,000,000 Shares (95.23%)               5%

Big Sky Industries, IV, Inc.
Form 10-SB/12G
SEC File No. 0-32073            1,000,000 Shares (95.23%)               5%

Big Sky Industries, V, Inc.
Form 10-SB/12G
SEC File No. 0-32097            1,000,000 Shares (95.23%)               5%

Big Sky Industries, VI, Inc.
Form 10-SB/12G
SEC File No. 0-32077            1,000,000 Shares (95.23%)               5%

Big Sky Industries, VII, Inc.
Form 10-SB/12G
SEC File No. 0-32079            1,000,000 Shares (95.23%)               5%

Big Sky Industries, VIII, Inc.
Form 10-SB/12G
SEC File No. 0-32075            1,000,000 Shares (95.23%)               5%

Big Sky Industries, IX, Inc.
Form 10-SB/12G
SEC File No. 0-32083            1,000,000 Shares (95.23%)               5%

Big Sky Industries, X, Inc.
Form 10-SB/12G
SEC File No. 0-32081            1,000,000 Shares (95.23%)               5%
</TABLE>




<PAGE>                               9




  The Company and each of these other entities will be in competition with
each other for Target Businesses.  Presently, no determination has been made
as to the priority of these companies, with respect to the order with which
these companies will attempt to effectuate a Business Combination, once
they are prepared to effectuate a Business Combination.

  As of the date hereof, Ramon Chimelis, president, treasurer, secretary,
and director, is the only person who performs material  operations on behalf
of the Company, and he does not anticipate making any significant changes
in the composition of Company officers or directors, until such time as a
Business Combination occurs.

    Each director is elected until the next Annual Meeting of shareholders
and until his successor is qualified.  There are no agreements or
understandings for the sole officer or director to resign at the request of
another person, and he is not acting on behalf of or at the discretion of
any other person (nor will he act on behalf of or at the discretion of
another person). Ramon Chimelis is the initial promoter of the Company; the
Company had no other promoter.

  SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  To the best of our knowledge, based solely on a review of the copies of
such reports furnished to us and written representation that no other
reports are required, Section 16(a) filing requirements applicable to our
officers, directors, and greater than ten percent beneficial owners were
filed timely during the most recent fiscal year.

ITEM 10.EXECUTIVE COMPENSATION

Compensation of Officers

  During the period covered by this report, Mr. Chimelis received no
salary or any other type of compensation in his capacity as our president
and sole officer.  He has no employment agreement with our Company and we
have no other executive officers.  Pursuant to Instruction 5 to Item 402
(a) (2) of Regulation S-B, no table or    column is provided in this Item 10
to this report on Form 10-KSB.

  Mr. Chimelis is not bound by an employment agreement with the Company.  As
a result, he may terminate his relationship with the Company at any time for
any reason.

Compensation of Directors

  During the period covered by this report, Mr. Chimelis received no salary
or any other type of compensation in his capacity as sole director of the
Company. As of the date hereof, we do not have in place a compensation
arrangement for our directors for their services as directors, for committee
participation, or special assignments.

Employee Stock Option Plan

  We have no stock option, retirement, pension, or profit-sharing programs
for the benefit of directors, officers, or other employees; however, our
board of directors may recommend adoption of one or more such programs in
the future.




<PAGE>                               10




ITEM 11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent of such
ownership of each person or group known to the Company to be the beneficial
owner of more than five percent (5%) of the Company's Common Stock.

<TABLE>
<CAPTION>
Name and Address of         Amount and Nature
Beneficial Owner         of Beneficial Ownership       Percent of Class
-------------------      -----------------------       ----------------
<S>                      <C>                           <C>
Ramon Chimelis
211 Shellpoint West
Maitland, Florida 32751       1,000,000                   95.23%
</TABLE>

  The following table sets forth, as of the date hereof, the names and
addresses, amount and nature of beneficial ownership and percent of such
ownership of the Company's Common Stock of each of the officers and
directors of the Company, and the officers and directors of the
Company as a group.

<TABLE>
<CAPTION>
Name and Address of         Amount and Nature
Beneficial Owner         of Beneficial Ownership       Percent of Class
-------------------      -----------------------       ----------------
<S>                      <C>
Ramon Chimelis
211 Shellpoint West
Maitland, Florida 32751       1,000,000 (D)                95.23%
</TABLE>


     ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  Although our management has no current plans to cause the Company to do so,
our affiliates, officers and directors (at September 30, 2002, our Company
had one officer, one director, and two shareholders) may actively negotiate
for or otherwise consent to the disposition of any portion of their Common
Stock as a condition to or in connection with a Business Combination.
Therefore, it is possible that the terms of any Business Combination will
provide for the sale of some shares of Common Stock held by management or
affiliates.  Thus, it is likely that none of our other shareholders will be
afforded the right to    sell pursuant to the same terms that such selling
officers, directors, or affiliates will be provided.  Also, such shareholders
will not be afforded an opportunity to approve or consent to such management
or affiliate's stock purchase.  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 the originally paid by such
stockholders.  Any payment to  current stockholders in context of an
acquisition involving our Company would be determined entirely by the
largely unforeseen terms   of a future agreement with an unidentified
business entity.




<PAGE>                               11




  The executive and business offices of the Company consists of office
space located at 211 Shellpoint West, Maitland, Florida 32751.  Pursuant to
an oral arrangement, we sub-lease our office space on a  month-to-month
basis free of charge from Mr. Chimelis, our sole officer and director.
We believe this office space is adequate to serve our needs until such time
as a Business Combination occurs, and we expect to be able to utilize these
offices, pursuant to the terms described above, until such time as a
Business Combination occurs.

  Pursuant to Sections 607.0901(5) and 607.0902(5) of the Florida Business
Corporation Act, our Company has inserted certain provision in our articles
of incorporation, which have the effect of removing us from the purview of
the control-share acquisition and affiliated transaction statutes promulgated
under Sections 607.0901 and 607.0902 of the Florida business Corporation
Act and hence, the protections afforded by such statues.

  Section 607.0901 of the Florida Business Corporation Act imposes
limitations on the exercise of corporate control, directly or indirectly, by
a beneficial owner of more than 10% of a corporation's outstanding voting
stock (an "interested shareholder").  The corporation's "disinterested
directors" as defined therein, or a  supermajority of the corporation's
shareholders (other than the interested shareholder and related parties)
are required to approve certain business combinations and corporate
transactions with the interested shareholder or any entity or individual
controlled by the interested shareholder ("affiliated transaction"), unless
certain statutory exemptions apply, or the corporation has oped out of the
affiliated transactions statue. The stated purpose of the affiliated
transactions statute is to assure that Florida shareholders who do not
tender their shares in a hostile takeover offer receive a fair price for
those shares in a second-step, freeze-out transaction.  By removing the
Company from the purview of Florida's affiliated transaction stature, the
consideration received by selling shareholders in a "second-step"
transaction could be less than the consideration received by the selling
shareholders in the initial transaction.

  Section 607.0902 of the Florida Business Corporation Act denies corporate
control to an acquirer of control shares by extinguishing the voting rights
of shares of an "issuing public corporation," as defined therein, acquired
in a "control share acquisition,"as defined therein.  Voting rights may be
reinstated to the extent provided in a   shareholders' resolution approved
by (1) each class or series entitled to vote separately on the proposal by a
majority of all votes entitled to be cast by such class or series and (2)
each class or series entitled to vote separately on the proposal by a
majority of all votes entitled to be cast by such class or series, excluding
all "interested shares" ( generally speaking, those shares that may be voted
by or at the direction of a person who made a control-share   acquisition
or an officer or employee/director of the subject "issuing public
corporation").  The acquisition of shares is not  directly affected, only
the voting rights attendant to control shares.  Other shares of the same
corporation are owned r acquired by the same person are not affected.

  The stated purpose of the control share acquisition statute is to protect
Florida shareholders by affording them an opportunity to  decide whether a
change in corporate control is desirable.  By removing the Company from the
purview of Florida's control-share  acquisition stature, shares of an
"issuing public corporation"  acquired pursuant to a control acquisition are
not deemed to be    "control-share acquisitions," which, in the Company's
case,    effectively denies non-management/affiliate shareholders an
opportunity to approve or consent to an acquirer's purchase of such
management or affiliate's stock pursuant to a Business Combination.





<PAGE>                               12




ITEM 13.EXHIBITS AND REPORTS ON FORM 8-K

        (a)Exhibits

           Exhibit No.              Description of Exhibit
           -----------              ----------------------

             99.1             Principal Executive Officer Certification
                              Pursuant to 18 U.S.C. Section 1350, as Adopted
                              Pursuant to Section 906 of The Sarbanes-Oxley
                              Act of 2002.

        (B)Reports on Form 8-K

           We filed no reports on Form 8-K during the last quarter of the
           fiscal year ending September 30, 2002

ITEM 14.CONTROLS AND PROCEDURES

  Within 90 days prior to the date of this Annual Report, I evaluated  the
effectiveness of the design and operation of the Company's disclosure
controls and procedures and its internal controls and procedures for
financial reporting. This evaluation was made in my capacity as president,
treasurer, and secretary of the corporation.

  Disclosure controls are procedures that are designed with the objective of
ensuring that information required to be disclosed in our reports filed
under the Securities Exchange Act of 1934, such as this annual report, is
recorded, processed, summarized and reported within the time periods
specified by the Securities and Exchange Commission.  Disclosure controls
are also designed with the objective of ensuring that the information is
accumulated and communicated to management (currently, Ramon Chimelis is the
only corporate officer and only member of management) to allow timely
decisions regarding  required disclosure.  Internal controls are procedures
that are designed with the objective of providing reasonable assurance that
(1) our transactions are properly authorized; (2) our assets are
safeguarded against unauthorized or improper use; and (3) our transactions
are properly recorded and reported, all to permit the preparation of our
financial statements in conformity with generally accepted accounting
principles.

  Management does expect that its disclosure controls or its internal
controls will prevent all error and fraud.  A control system, no matter how
well operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.  Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be   considered relative to their costs.  Because
of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and
instances of  fraud, if any, have been detected.  The design of any system
of controls also is based in part upon assumptions about the likelihood of
future events, and there can be assurance that any design will succeed in
achieving its stated goals under all potential future conditions; over
time, control may become inadequate because of changes in conditions, or the
degree of compliance with the policies or procedures may deteriorate.
Because of inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.





<PAGE>                               13




  My evaluation, as president, treasurer, and secretary, of the Company's
disclosure controls and internal controls included a review of the controls'
objectives and design, the controls implementation and the effect of the
controls on the information generated for use in this annual report.  In the
course of my evaluation, I sought to identify data errors, controls'
problems or acts of fraud and to   confirm that appropriate corrective
action, including process improvements, were being undertaken.  This type
of evaluation will be   done on a quarterly basis, so that the conclusions
concerning controls' effectiveness can be reported in our quarterly reports
on Form 10-QSB and annual reports on Form 10-KSB.  Our internal controls are
also evaluated by our independent auditors in connection with  their audit
and review activities.  The overall goals of these evaluation activities are
to monitor our disclosure controls and our internal controls and to make
modifications as necessary; our intent  in this regard is that the
disclosure controls and the internal controls will be maintained as dynamic
systems that change (including       improvements and corrections) as
conditions warrant.

  Among other matters, I sought, in my evaluation, to determine whether
there were any "significant deficiencies" or "material weaknesses" in our
internal controls.  In the professional auditing literature,
"significant deficiencies" are referred to as "reportable conditions";
these are control issues that could have a significant adverse effect on
the ability to record, process, summarize, and report financial data in the
financial statements.

  A "material weakness" is defined in the auditing literature as a
particularly serious reportable condition where the internal control does
not reduce to a relatively low level the risk that misstatements caused by
error or fraud may occur in amounts that would be material in relation to
the financial statements and not be detected within timely period by
employees in the normal course of performing their assigned functions.

  In accord with SEC requirements, I note that, as president, treasurer, and
secretary, since the date of the evaluation to the date of this annual
report, there have been no significant changes in internal controls or in
other factors that could significantly affect internal controls, including
any corrective actions with regard to  significant deficiencies and
material weaknesses.  However,   management of the company is still adapting
to being a public company, and that our internal controls may be improved.
As president, I am reviewing possible improvement.

  Based on my evaluation, I have concluded that the Company's disclosure
controls are generally effective to ensure that material information
relating to Big Sky Industries II, Inc. is made known to management,
particularly during the period when our periodic reports are being prepared,
and that our internal controls are generally effective to provide
reasonable assurance that our financial statements are fairly presented in
conformity with generally accepted accounting principles.  I am, in my
capacity as president, treasurer, and secretary, reviewing ways to improve
both our disclosure controls and internal controls.




<PAGE>                               14




                              SIGNATURES

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

                                     BIG SKY INDUSTRIES II, INC.
Date:May 20, 2003                    By: /s/ Ramon Chimelis
                                     -------------------------------
                                     Ramon Chimelis
                                     President


  In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and
in the capacities on the dates indicated.


Date:May 20, 2003                    By:/s/ Ramon Chimelis
                                     -------------------------------
                                     Ramon Chimelis
                                     President


<PAGE>                               15



                         BIG SKY INDUSTRIES II, INC.
                            FINANCIAL STATEMENTS
               FOR YEARS ENDED SEPTEMBER 30, 2002 AND 2001

                              TABLE OF CONTENTS

Independent Auditor's Report                                            F-2

Balance Sheets as of September 30, 2002 and September 30, 2001          F-3

Statements of Loss and Accumulated Deficit During Development Stage
  for the years ended September 30, 2002 and 2001 and Cumulative
      During the Development Stage                                      F-4

Statements of Stockholders' Deficit for the years ended
      September 30, 2002 and 2001                                       F-5

Statements of Cash Flows During The Development Stage
  for the years ended September 30, 2002 and 2001 and
      Cumulative During The Development Stage                           F-6

Notes to Financial Statements                                      F-7 to F11



                                  F-1


<PAGE>




Independent Auditor's Report
Board of Directors and Stockholders
Big Sky Industries II, Inc. (A Development Stage Company)
Maitland, Florida

We have audited the accompanying balance sheets of Big Sky Industries I,
Inc. (A development Stage Company) as of September 30, 2002 and 2001, and
related statements of loss and accumulated deficit during the development
stage, statements of stockholders' deficit, and cash flows during the
development stage for the years ended September 30, 2002 and 2001.  These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America.   Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Big Sky Industries, I,
Inc. (A development Stage Company) at September 30, 2002 and 2001, and the
results of its operations and its cash flows for the years ended September
30, 2002 and 2001, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared, assuming that the
Company will continue as a going concern.  As discussed in Note 6 to the
financial statements, the Company has suffered losses, has a working capital
deficiency and negative stockholders' equity that raise substantial doubt
about its ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Note 6.  The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.

                     /s/ Ohab and Company, P.A.

Maitland, Florida
May 20, 2003


                                  F-2


<PAGE>


                       PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


                        BIG SKY INDUSTRIES II, INC.
                      (A Development Stage Company)
                            BALANCE SHEETS
                     AT SEPTEMBER 30, 2002 AND 2001


<TABLE>
<CAPTION>

                                                                 2002           2000
                                                               ---------      ---------
<S>                                                            <C>            <C>

ASSETS
  Cash                                                          $    -         $  158
                                                               ---------      ---------
TOTAL ASSETS                                                    $    -         $  158
                                                               =========      =========

LIABILITIES AND STOCKHOLDERS' DEFICIT

  LIABILITIES

  Cash in bank deficit                                          $     22       $    -

  Accrued expenses                                                 5,520        5,000
                                                               ---------      ---------

TOTAL LIABILITIES                                                  5,542        5,000
                                                               ---------      ---------

STOCKHOLDERS' DEFICIT

  Preferred stock, no par value; 5,000,000 shares authorized,
     none outstanding
  Common stock, $.001 par value, 50,000,000 shares authorized
     1,050,000 shares issued and outstanding                       1,050        1,050
  Additional paid-in capital                                         165          165
  Deficit accumulated during the development stage                (6,757)      (6,057)
                                                               ---------      ---------

TOTAL STOCKHOLDERS' DEFICIT                                       (5,542)      (4,842)
                                                               ---------      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                     $      -       $  158
                                                               =========      =========

</TABLE>





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


                                  F-3




<PAGE>



                         BIG SKY INDUSTRIES II, INC.
                        (A Development Stage Company)
     STATEMENT OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE
              FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>

                                                         Cumulative
                                                          During
                                                        Development
                                                           Stage         2002           2001
                                                        -----------   -----------    -----------
<S>                                                     <C>           <C>            <C>

EXPENSES

General and administrative expenses                     $     6,757   $       700    $     2,830
                                                        -----------   -----------    -----------

NET LOSS BEFORE INCOME TAXES                                 (6,757)         (700)        (2,830)

INCOME TAXES                                                      -             -              -
                                                        -----------   -----------    -----------

NET LOSS                                                $    (6,757)  $      (700)   $    (2,830)
                                                        ===========   ===========    ===========

Basic and diluted loss per share                                      $    (0.001)   $    (0.003)
                                                                      ===========    ===========

Weighted average number of common shares outstanding                    1,050,000      1,050,000
                                                                      ===========    ===========

</TABLE>


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


                                  F-4



<PAGE>


                          BIG SKY INDUSTRIES II, INC.
                        (A Development Stage Company)
                      STATEMENT OF STOCKHOLDERS' DEFICIT
             FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001
   AND FOR THE PERIOD JANUARY 31, 2000 (INCEPTION) TO SEPTEMBER 30, 2000


<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                       Accumulated
                                                                         Additional     During the
                                                  Common Stock            Paid-in      Development      Stockholders
Description                                  Shares         Amount        Capital          Stage           Deficit
------------------------                 ------------   -------------    -----------   -------------    ------------
<S>                                       <C>             <C>             <C>           <C>              <C>

Issuance of common stock                    1,000,000     $     1,000     $       -     $         -      $    1,000

Common stock exchanged for services            50,000              50                                            50

Capital contributed by stockholders                                             165                             165

Net loss for the initial period
 ended September 30, 2000                                                                    (3,227)         (3,227)
                                            ---------     -----------     ---------     -----------      ----------

Balance, September 30, 2000                 1,050,000     $     1,050     $     165     $    (3,227)     $   (2,012)

Net loss for the fiscal year
 ended September 31, 2001                                                                    (2,830)         (2,830)
                                            ---------     -----------     ---------     -----------      ----------

Balance at September 30, 2001               1,050,000     $     1,050     $     165     $    (6,057)     $   (4,842)

Net loss for the fiscal year
 ended September 31, 2002                                                                      (700)           (700)
                                            ---------     -----------     ---------     -----------      ----------

Balance at September 30, 2002               1,050,000     $     1,050     $     165     $    (6,757)     $   (5,542)
                                            =========     ===========     =========     ===========      ==========


</TABLE>

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



                                  F-5




<PAGE>


                          BIG SKY INDUSTRIES II, INC.
                         (A Development Stage Company)
            STATEMENT OF CASH FLOWS DURING THE DEVELOPMENT STAGE
               FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001


<TABLE>
<CAPTION>
							Cumulative
                                                          During
							Development
                                                          Stage            2002        2001
                                                        ------------    ----------   ---------
<S>                                                     <C>             <C>          <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                              $   (6,757)     $   (700)    $ (2,830)

  Adjustments to reconcile net loss to net
    cash used by operating activities:

  Common stock exchanged for services                           50             -            -

  Increase in cash in bank deficit                              22            22

  Increase in accrued liabilities                            5,520           520        2,033
                                                        ----------      --------     --------
NET CASH USED BY OPERATING ACTIVITIES                   $   (1,165)     $   (158)    $   (797)
                                                        ----------      --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:

    Sale of common stock                                     1,000             -            -
    Contribution of capital by shareholders                    165             -            -
                                                        ----------      --------     --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                    1,165             -            -
                                                        ----------      --------     --------
NET INCREASE (DECREASE) IN CASH                                  -          (158)        (797)

CASH AND EQUIVALENTS - BEGINNING OF PERIOD                       -           158          955
                                                        ----------      --------     --------
CASH AND EQUIVALENTS - END OF PERIOD                    $        -      $      -     $    158
                                                        ==========      ========     ========
SUPPLEMENTAL DISCLOSURES:
        Cash paid during the period for interest        $        -      $       -    $      -
                                                        ==========      ========     ========
        Cash paid during the period for income taxes    $        -      $       -    $      -
                                                        ==========      ========     ========

</TABLE>


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


                                  F-6

<PAGE>


                        BIG SKY INDUSTRIES II, INC.
                       (A Development Stage Company)
                       NOTES TO FINANCIAL STATEMENTS
             FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001

NOTE 1.  BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Business Activity and Organization
         ----------------------------------

         Big Sky Industries I (the "Company") was incorporated in
         Florida on January 31, 2000.  The Company was organized as a
         "shell" company and conducts virtually no business operation,
         other than investigating opportunities to associate with a
         suitable business partner and identifying merger partners or
         acquisition candidates.  The Company is a development stage
         enterprise, as defined by Financial Accounting Standards
         ("FAS") No 7, "Accounting and Reporting by Development Stage
         Enterprises."

         USE OF ESTIMATES
         ----------------

         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 disclosures of
         contingent assets and liabilities at the date of these
         financial statements and the reported amounts of revenues and
         expenses during the reporting periods.  Actual results could
         differ from those estimates.

         INCOME TAXES
         ------------

         The Company computes deferred income taxes under the
         provisions of FAS No.109, which requires the use of an asset
         and liability method of accounting for income taxes.  FAS No.
         109 provides for the recognition and measurement of deferred
         income tax benefits based on the likelihood of their
         realization in future years.  A valuation allowance must be
         established to reduce deferred income tax benefits if it is
         more likely than not that a portion of the deferred income
         tax benefits will not be realized.

         EARNINGS PER COMMON SHARE
         -------------------------

         The Company follows the provisions of the Financial
         Accounting Standards Board's Statement of Financial
         Accounting Standards ("SFAS") No. 128 "Earnings Per Share."
         SFAS No. 128 requires companies to present basic earnings per
         share ("EPS") and diluted EPS, rather than the primary and
         fully diluted EPS presentations that were formerly required
         by Accounting Principles Board No. 15, " Earnings Per Share."
         Basic EPS is computed by dividing net income or loss by the
         weighted average number of common shares outstanding during
         the year.  Diluted EPS is calculated using the "if converted"
         method for convertible securities and the treasury stock
         method for options and warrants as previously prescribed by
         Accounting Principles Board Opinion No. 15, "Earnings Per
         Share."

                                  F-7



<PAGE>



         CASH AND CASH EQUIVALENTS
         -------------------------

         The Company considers all investments with original
         maturities of three months or less to be cash equivalents.

         FAIR VALUE OF FINANCIAL INSTRUMENTS
         -----------------------------------

         The carrying amount of the Company's financial assets and
         liabilities at September 30, 2001 approximate fair value, due
         to the short maturity of the instruments.

         DEVELOPMENT STAGE COMPANY
         -------------------------

         Since incorporation in January 2000, the Company has been
         devoting its efforts to activities such as raising capital,
         establishing sources of information, and developing markets
         for its planned operations.  As of September 30, 2001, the
         Company has not generated any revenue, and, as such, it is
         considered a development stage company.

         SEGMENT INFORMATION
         -------------------

         The Company adopted SFAS No. 131, "Disclosure about Segments
         of an Enterprise and Related Information," effective January
         31, 2000.  SFAS No. 131 establishes standards for the way
         that public companies report selected information about
         operating segments in annual and interim financial reports to
         shareholders.  It also establishes standards for related
         disclosures about an enterprise's business segments,
         products, services, geographic areas and major customers.
         The Company operates its business as a single segment.  As a
         result, no additional disclosures was required.

         RECENT PRONOUNCEMENTS
         ---------------------

         In June 2001, Statement of Financial Accounting Standards No.
         142, "Goodwill and Other Intangible Assets" was issued, which
         establishes standards for financial accounting and reporting
         for intangible assets acquired individually or with a group
         of other assets and for the reporting of goodwill and other
         intangible assets acquired in a business acquisition
         subsequent to initial accounting under SFAS 141.  SFAS 142
         supercedes APB Opinion No. 17, "Intangible Assets" and
         related interpretations.  SFAS 142 is effective for fiscal
         years beginning after December 15, 2001.  The Company will
         adopt SFAS 142 for its fiscal year commencing October 1,
         2002.  The Company has not determined the effect, if any,
         SFAS 142 will have on its financial statements.

         In June 2001, Statement of Financial Accounting Standards No.
         143, "Accounting for Asset Retirement Obligations" was
         issued, which establishes standards for reporting the
         obligations associated with the retirement of tangible long-lived
         assets and associated asset retirement costs.  SFAS 143
         is effective for financial statements issued for fiscal years
         beginning after June 15, 2002.  Earlier application is
         encouraged.  The Company will adopt SFAS 143 no later than
         its fiscal year commencing October 1, 2002.  The Company has
         not determined the effect, if any, SFAS 143 will have on its
         financial statements.


                                  F-8


<PAGE>




NOTE 1.  BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

         In August 2001, Statement of Financial Accounting Standards
         No. 144, "Accounting for the Impairment or Disposal of Long-Lived
         Assets" was issued, which addresses financial accounting and
         reporting for the impairment of long-lived assets and for long-lived
         assets to be disposed of.  SFAS 144 supercedes in part FASB
         Statement No. 121, "Accounting for the Impairment of Long-Lived
         Assets and for Long-lived Assets to be Disposed of" and APB Opinion
         No. 30, "Reporting the Results of Operations Reporting the Effects
         of Disposal of a Segment of a Business and Extraordinary, Unusual
         and Infrequently Occurring Events and Transactions."  Further, it
         amends ARB No 51, Consolidated Financial Statements."  SFAS
         144 is effective for financial statements issued for fiscal years
         beginning after December 15, 2002.  The Company will adopt SFAS 144
         for its fiscal year commencing October 1, 2003.  The Company has
         not determined the effect, if any, SFAS 144 will have on its
         financial statements.

         In April of 2002, Statement of Financial Accounting Standards
         No. 145 was issued, which rescinded SFAS Statements No. 4,
         44, and 64, amended No. 13 and contained technical
         corrections.  As a result of SFAS 145, gains and losses from
         extinguishments of debt will be classified as extraordinary
         items only if they meet the criteria in APB Opinion No. 30,
         that they are unusual and infrequent, and not part of an
         entity's recurring operations.  The Company will adopt SFAS
         145 on October 1, 2002.

         In July 2002, the FASB issued SFAS 146, which addresses
         significant issues regarding the recognition, measurement,
         and reporting of costs that are associated with exit and
         disposal activities, including restructuring activities that
         are currently accounted for pursuant to the guidance that the
         Emerging Issues Task Force ("EITF") has set forth in EITF
         Issue No. 94-3, "Liability Recognition for Certain Employee
         Termination Benefits and Other Costs to Exit and Activity
         (Including Certain Costs Incurred in a Restructuring)."  SFAS
         146 revises the accounting for certain lease termination
         costs and employee termination benefits, which are generally
         recognized in connection with restructuring charges.  The
         provisions of SFAS 146 are effective for exit or disposal
         activities that are initiated after December 31, 2002.  The
         Company has not determined what impact, if any, will occur
         once SFAS 146 is adopted on January 1, 2003.

         In November 2002, the FASB issued Interpretation No. 45 ("Fin
         45"), "Guarantor's Accounting and Disclosure Requirements for
         Guarantee, Including Indirect Guarantees of Indebtedness of
         Others," which addresses the disclosures to be made by a
         guarantor in its interim and annual financial statements
         about its obligations under guarantees.  Fin 45 also requires
         the recognition of a liability by a guarantor at the
         inception of certain guarantees that are entered into or
         modified after December 31, 2002.


                                  F-9


<PAGE>




NOTE 2.  LOSS PER COMMON SHARE

         Net loss per common share outstanding for the year ended
         September 30, 2002 and 2001, as shown on the Statement of
         Loss and Accumulated Deficit During The Development Stage, is
         based on the number of common shares outstanding at the
         balance sheet date.  Weighted average shares outstanding was
         not computed since it would not be meaningful in the
         circumstances, as all shares issued during the period from
         incorporation through September 30, 2002 were for initial
         capital and were issued to just two individuals.  Therefore,
         the total shares outstanding at the end of the period was
         deemed to be the most relevant number of shares to use for
         purposes of this disclosure. For the year ended September 30,
         2002 and 2001, basic and diluted weighted average common
         shares include only common shares outstanding, since there
         were no common share equivalents.

NOTE 3.  CAPITAL STOCK

         COMMON STOCK
         ------------

         The holders of the common stock are entitled to one vote per
         share; they have non-cumulative voting rights.  The holders
         are also entitled to receive dividends when, as, and if
         declared by the board of directors.  Additionally, the
         holders of the common stock do not have any preemptive right to
         subscribe for, or purchase any shares of any class of stock.

         In January 2000, the Company issued 1,000,000 shares of
         common stock at par value per share, for a total of $1,000.
         A stock subscription receivable was recorded at the date of
         issuance for the same amount, which was paid in June 2000.

         PREFERRED STOCK
         ---------------

         The board of directors of the Company is authorized to
         provide for the issuance of preferred stock in classes or
         series, and, by filing the appropriate articles of amendment
         with the Secretary of State of Florida, is authorized to
         established the number of shares to be included in each class
         or series, which may include a conversion feature into common
         stock.  As of September 30, 2000, no shares of  preferred
         stock have issued and no preferences, limitations, or
         relative rights have been assigned.

NOTE 4.  RELATED PARTY TRANSACTION

         In January 2000, the Company issued 50,000 shares valued at
         $50 as consideration for services rendered by one of the two
         founding stockholders of the Company for the formation of the
         Company.

NOTE 5.  INCOME TAXES

         At September 30, 2002, the Company had a net operating loss
         carryforward of approximately $6,757.  This loss may be
         carried forward to offset federal income taxes in future
         years through the year 2022.  However, if subsequently there
         are ownership changes in the Company, as defined in Section
         382 of the Internal Revenue Code, the Company's ability to
         utilize net operating losses available before the ownership
         change may be restricted to a percentage of the market value
         of the Company at the time of the ownership change.


                               F-10



<PAGE>




NOTE 5.  INCOME TAXES (Continued)

         Therefore, substantial net operating loss carryforwards
         could, in all likelihood, be limited or eliminated in future
         years due to a change in ownership as defined in the Code.
         The utilization of the remaining carryforwards is dependent
         on the Company's ability to generate sufficient income during
         the carryforward periods and no further significant changes
         in ownership.


         It is management's opinion that the entire deferred tax
         benefit of approximately $1,385, resulting from the net
         operating loss carryforward may not be recognized in future
         years.  Therefore, a valuation allowance of $1,385, equal to
         the deferred tax benefit, has been established, resulting in
         no deferred tax benefits as of the balance sheet date.


NOTE 6.  GOING CONCERN AND MANAGEMENT PLANS

         As reported in the accompanying financial statements, the
         Company incurred net losses of $6,757 for the period from
         inception (January 31, 2000) to September 30, 2002.  As a
         result, the Company has a negative working capital and a
         negative stockholders' equity. The ability of the Company to
         continue as a going concern is dependent upon its ability to
         consummate a business combination, which would involve the
         acquisition, merger, or consolidation with a
         company that desires to establish a public trading market for
         its shares.  The Company anticipates meeting its cash
         requirements through the financial support of its management
         and stockholders until it completes an acquisition or merger
         with a company.


                                  F-11


<PAGE>