SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            FORM 10-KSB

(Mark One)

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

                    For the fiscal year ended
                           December 31, 2002
   OR

[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR
           15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                For the transition period from   to

                  Commission file number 0-31407

                  LICENSE ACQUISITION CORPORATION
       (Exact name of small business issuer in its charter)


            Delaware                              52-2257554
        (State or other jurisdiction of         (I.R.S. Employer
        incorporation or organization)          Identification No.)

                  1504 R Street, N.W., Washington, D.C. 20009
              (Address of principal executive offices)  (zip code)

        Issuer's Telephone Number:     202/387-5400


Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share

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


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

State issuer's revenues for its most recent fiscal year. $0

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 specified date within
the past 60 days.                  $ 0.

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

Class                           Outstanding at December 31, 2002

Common Stock, par value $0.0001                 1,000,000

Documents incorporated by reference:    None

                                       PART I

Item 1.  Description of Business

     License Acquisition Corporation (the "Company") was
incorporated on March 24, 1999 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. The Company
has been in the developmental stage since inception and has no
operations to date other than issuing shares to its original
shareholder.

     The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity
which desires to seek the perceived advantages of a corporation
which has a class of securities registered under the Exchange Act.
The Company will not restrict its search to any specific business,
industry, or geographical location and it may participate in a
business venture of virtually any kind or nature.  Management
anticipates that it will be able to participate in only one
potential business venture because the Company has nominal assets
and limited financial resources.

     The Company registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof.  The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-QSB and annual reports Form
10-KSB.

Item 2.  Description of Property

     The Company has no properties and at this time has no
agreements to acquire any properties.  The Company currently uses
the offices of management at no cost to the Company.  Management
has agreed to continue this arrangement until the Company
completes a business combination.

Item 3.  Legal Proceedings

     There is no litigation pending or threatened by or against
the Company.

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

     No matter was submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the
fourth quarter of the fiscal year covered by this report.

                              PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     There is currently no public market for the Company's
securities.

     Following a business combination, a target company will
normally wish to cause the Company's common stock to trade in one
or more United States securities markets.  The target company may
elect to take the steps required for such admission to quotation
following the business combination or at some later time.

     At such time as it qualifies, the Company may choose to apply
for quotation of its securities on the NASD OTC Bulletin Board.

     The NASD OTC Bulletin Board is a dealer-driven quotation
service.  Unlike the Nasdaq Stock Market, companies cannot
directly apply to be quoted on the NASD OTC Bulletin Board, only
market makers can initiate quotes, and quoted companies do not
have to meet any quantitative financial requirements.  Any equity
security of a reporting company not listed on the Nasdaq Stock
Market or on a national securities exchange is eligible.

     As such time as it qualifies, the Company may choose to apply
for quotation of its securities on the Nasdaq SmallCap Market.

     In order to qualify for listing on the Nasdaq SmallCap
Market, a company must have at least (i) net tangible assets of
$4,000,000 or market capitalization of $50,000,000 or net income
for two of the last three years of $750,000; (ii) a public float
of 1,000,000 shares with a market value of $5,000,000; (iii) a bid
price of $4.00; (iv) three market makers; (v) 300 shareholders and
(vi) an operating history of one year or, if less than one year,
$50,000,000 in market capitalization.  For continued listing on
the Nasdaq SmallCap Market, a company must have at least (i) net
tangible assets of $2,000,000 or market capitalization of
$35,000,000 or net income for two of the last three years of
$500,000; (ii) a public float of 500,000 shares with a market
value of $1,000,000; (iii) a bid price of $1.00; (iv) two market
makers; and (v) 300 shareholders.

     In general there is greatest liquidity for traded securities
on the Nasdaq SmallCap Market and less on the NASD OTC Bulletin
Board.  It is not possible to predict where, if at all, the
securities of the Company will be traded following a business
combination.

     During the past three years, the Company has sold securities
which were not registered as follows:

                                          NUMBER OF
     DATE           NAME                  SHARES       CONSIDERATION

March 25, 1999      Pierce Mill
                    Associates, Inc.(1)    1,000,000      $ 100

     (1)  Mr. Cassidy, the president and sole director of the
Company, is the sole director and shareholder of Pierce Mill
Associates, Inc. and is therefore considered to be the beneficial
owner of the common stock of the Company issued to it.

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

     The Company will attempt to locate and negotiate with a
business entity for the combination of that target company with
the Company.  The combination will normally take the form of a
merger, stock-for-stock exchange or stock-for-assets exchange (the
"business combination").  In most instances the target company
will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended.  No
assurances can be given that the Company will be successful in
locating or negotiating with any target business.

     The Company has not restricted its search for any specific
kind of businesses, and it may acquire a business which is in its
preliminary or development stage, which is already in operation,
or in essentially any stage of its business life. It is impossible
to predict the status of any business in which the Company may
become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.

     In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity.

     It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption
from registration under applicable federal and state securities
laws.  In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part
of such securities immediately after the transaction is
consummated or at specified times thereafter.  If such
registration occurs, it will be undertaken by the surviving entity
after the Company has entered into an agreement for a business
combination or has consummated a business combination.  The
issuance of additional securities and their potential sale into
any trading market which may develop in the Company's securities
may depress the market value of the Company's securities in the
future if such a market develops, of which there is no assurance.

     The Company will participate in a business combination only
after the negotiation and execution of appropriate agreements.
Negotiations with a target company will likely focus on the
percentage of the Company which the target company shareholders
would acquire in exchange for their shareholdings.  Although the
terms of such agreements cannot be predicted, generally such
agreements will require certain representations and warranties of
the parties thereto, will specify certain events of default, will
detail the terms of closing and the conditions which must be
satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.  Any merger or acquisition
effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's
shareholders at such time.

     The Company has entered into an agreement with Rock Creek
Capital Corporation to supervise the search for target companies
as potential candidates for a business combination.  The agreement
will continue until such time as the Company has effected a
business combination.  Rock Creek Capital Corporation has agreed
to pay all expenses of the Company until such time as a business
combination is effected, without repayment.  James M. Cassidy, the
sole officer and director of the Company, is the sole officer,
director and beneficial shareholder of Rock Creek Capital
Corporation.

     The Company does not anticipate expending funds itself for
locating a target company.  James M. Cassidy, the officer and
director of the Company, provides his services without charge or
repayment.  The Company will not borrow any funds to make any
payments to the Company's management, its affiliates or
associates.  If Rock Creek Capital Corporation stops or becomes
unable to continue to pay the Company's operating expenses, the
Company may not be able to timely make its periodic reports
required under the Exchange Act nor to continue to search for an
acquisition target.

     Rock Creek Capital Corporation may only locate potential
target companies for the Company and is not authorized to enter
into any agreement with a potential target company binding the
Company.  Rock Creek Capital Corporation may provide assistance to
target companies incident to and following a business combination,
and receive payment for such assistance from target companies. The
agreement with Rock Creek Capital Corporation is not exclusive and
the Company may enter into similar agreements with other persons
or entities.

     The Board of Directors has passed a resolution which contains
a policy that the Company will not seek a business combination
with any entity in which the Company's officer, director,
shareholders or any affiliate or associate serves as an officer or
director or holds any ownership interest.

Item 7.  Financial Statements

     The financial statements for the year ended December 31, 2002
are attached to this filing.

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

     There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.

                             PART III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the Exchange
          Act

     The Directors and Officers of the Company are as follows:

      Name                     Age      Positions and Offices Held
      -----------------                      -----------
     James M. Cassidy          67       President, Secretary, Director

     There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act
at the direction of any other person.

     Set forth below is the name of the director and officer of
the Company, all positions and offices with the Company held, the
period during which he has served as such, and the business
experience during at least the last five years:

     James Michael Cassidy, Esq., LL.B., LL.M., received a
Bachelor of Science in Languages and Linguistics from Georgetown
University in 1960, a Bachelor of Laws from The Catholic
University School of Law in 1963, and a Master of Laws in Taxation
from The Georgetown University School of Law in 1968. From 1963-
1964, Mr. Cassidy was law clerk to the Honorable Inzer B. Wyatt of
the United States District Court for the Southern District of New
York. From 1964-1965, Mr. Cassidy was law clerk to the Honorable
Wilbur K. Miller of the United States Court of Appeals for the
District of Columbia.  From 1969-1975, Mr. Cassidy was an
associate of the law firm of Kieffer & Moroney and a principal in
the law firm of Kieffer & Cassidy, Washington, D.C.  From 1975 to
date, Mr. Cassidy has been a principal in the law firm of Cassidy
& Associates, Washington, D.C. and its predecessors, specializing
in securities law and related corporate and federal taxation
matters. Mr. Cassidy is a member of the bars of the District of
Columbia and the State of New York and is admitted to practice
before the United States Tax Court and the United States Supreme
Court.

     On June 4, 2001, without admitting or denying any wrongdoing,
James M. Cassidy, the sole director and executive officer of the
Company, and TPG Capital Corporation, a corporation controlled by
Mr. Cassidy, consented to the issuance of an order by the
Securities and Exchange Commission to cease and desist from
committing or causing any violation and any future violation of
Section 10(b) of the Securities Exchange Act of 1934 ("1934 Act")
and Rule 10b-5 thereunder and from causing any violation and
future violation of Section 13(a) of the 1934 Act and Rules 13a-13
and 12b-20 thereunder in connection with arranging reverse mergers
between reporting companies that they controlled and issuers
facing possible delisting from the NASD OTC Bulletin Board.

     Specifically, the Securities and Exchange Commission said
that Mr. Cassidy and TPG had filed amended registration statements
for five reporting companies that wrongly stated that the
companies were not engaged at that time in negotiations with
specific entities regarding a possible business combination.
Three of these companies also filed periodic reports under the
1934 Act, which the Securities and Exchange Commission said
wrongly stated that they were not engaged at that time in merger
negotiations.  TPG Capital Corporation also agreed to consent,
without admitting or denying any wrongdoing, to the payment of a
civil penalty.

Other Similar Companies

     James M. Cassidy, the president of the Company, has been and
is currently involved with companies similar to this one.  The
initial business purpose of each of these companies was or is to
engage in a business combination with an unidentified company or
companies.

Conflicts of Interest

     A conflict may arise in the event that a similar company with
which Mr. Cassidy is affiliated also actively seeks a target
company.  It is anticipated that target companies will be located
for the Company and other similar companies in chronological order
of the date of formation of such companies or, in the case of
companies formed on the same date, alphabetically.  However, other
companies may differ from the Company in certain items such as
place of incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other items.  It may
be that a target company may be more suitable for or may prefer a
certain company formed after the Company.  In such case, a
business combination might be negotiated on behalf of the more
suitable or preferred similar company regardless of date of
formation.

     Mr. Cassidy is the principal of Cassidy & Associates, a law
firm located in Washington, D.C. As such, demands may be placed on
the time of Mr. Cassidy which would detract from the amount of
time he is able to devote to the Company.  Mr. Cassidy intends to
devote as much time to the activities of the Company as required.
However, should such a conflict arise, there is no assurance that
Mr. Cassidy would not attend to other matters prior to those of
the Company.

     The terms of business combination may include such terms as
Mr. Cassidy remaining a director or officer of the Company and/or
the continuing securities or other legal work of the Company being
handled by the law firm of which Mr. Cassidy is the principal.
The terms of a business combination may provide for a payment by
cash or otherwise to Pierce Mill Associates, Inc. by a target
business for the purchase of all or some of the common stock of
the Company owned by Pierce Mill Associates, Inc. Mr. Cassidy
would directly benefit from such employment or payment. Such
benefits may influence Mr. Cassidy's choice of a target business.

     The Company will not enter into a business combination, or
acquire any assets of any kind for its securities, in which
management or promoters of the Company or any affiliates or
associates have any interest, direct or indirect.

     There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company.  However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.

Item 10.  Executive Compensation

     The Company's officer and director does not receive any
compensation for his services rendered to the Company, nor has he
received such compensation in the past.  The officer and director
is not accruing any compensation pursuant to any agreement with
the Company.  However, the officer and director of the Company
anticipates receiving benefits as a beneficial shareholder of the
Company and as a principal of Pierce Mill Associates, Inc. and
Rock Creek Capital Corporation.

     No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth, as of December 31, 2002, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's common stock and the director and
officer of the Company.  Except as noted, the holder thereof has
sole voting and investment power with respect to the shares shown.

Name and Address              Amount of Beneficial      Percent of
of Beneficial Owner           Ownership                 Outstanding Stock

Pierce Mill Associates, Inc.       1,000,000                100%
1504 R Street, N.W.
Washington, D.C. 20009

James M. Cassidy(1)                 1,000,000                100%
1504 R Street, N.W.
Washington, D.C. 20009

All Executive Officers and
Directors as a Group
(1 Person)                           1,000,000               100%

(1)  Mr. Cassidy is the sole director and shareholder of Pierce
     Mill Associates, Inc. and is therefore considered the
     beneficial owner of the shares of common stock owned by it.

Item 12.  Certain Relationships and Related Transactions

     On March 25, 1999, the Company issued a total of 1,000,000
shares of common stock to the following entity for a total of $100
in cash:

                                     NUMBER OF                TOTAL
     NAME                            SHARES              CONSIDERATION
     ----------------                   ----------
     Pierce Mill Associates, Inc.    1,000,000               $  100

     The Board of Directors has passed a resolution which contains
a policy that the Company will not seek an acquisition or merger
with any entity in which the Company's officer, director or
shareholder or their affiliates or associates serve as officer or
director or hold any ownership interest.  Management is not aware
of any circumstances under which this policy may be changed.

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

     (b)  There were no reports on Form 8-K filed by the Company
during the quarter ended December 31, 2002.

Item 14.  Controls and Procedures

     Within the 90 days prior to the filing date of this report,
the Company carried out an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14.  This evaluation  was done
under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial
officer).  Based upon that evaluation, he believes that the
Company's disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to ensure
that the information required to be disclosed by the Company in
its periodic reports is recorded, summarized and processed timely.
The principal executive officer is directly involved in the day-
to-day operations of the Company.


<PAGE>
                            SIGNATURES

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

                              LICENSE ACQUISITION CORPORATION


                         By:   /s/ James M. Cassidy
                                   James M. Cassidy, President

Dated:  March 20, 2003


     Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

NAME                          OFFICE              DATE

/s/ James M. Cassidy          Director            March 20, 2003


<PAGE>
                           CERTIFICATION


I, James M. Cassidy, certify that:

1.   I have reviewed this annual report on Form 10-KSB.

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

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

4.   I am responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules
     13a-14 and 15d-14) for the registrant and have:

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

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

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

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

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

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

6.   I have indicated in this quarterly report whether or not
     there were significant changes in internal controls or in
     other factors that could significantly affect internal
     controls subsequent to the date of my most recent evaluation,
     including any corrective actions with regard to significant
     deficiencies and material weaknesses.

       Date: March 20, 2003               /s/ James M. Cassidy
                                          President and Director and
                                          Chief Financial Officer
                                          Principal Accounting Officer

<PAGE>
<PAGE>

                          LICENSE ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                               FINANCIAL STATEMENTS
                              AS OF DECEMBER 31, 2002

     <PAGE>

                         LICENSE ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)



                           CONTENTS
                           --------

PAGE    1    INDEPENDENT AUDITORS' REPORT

PAGE    2    BALANCE SHEET AS OF DECEMBER 31, 2002

PAGE    3    STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2002
             AND 2001 AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO
             DECEMBER 31, 2002

PAGE    4    STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD FROM
             MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2002

PAGE    5    STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2002
             AND 2001 AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO
             DECEMBER 31, 2002

PAGES 6 - 9  NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002

<PAGE>

<PAGE>
                         INDEPENDENT AUDITORS' REPORT
                         ----------------------------

To the Board of Directors of:
License Acquisition Corporation
(A Development Stage Company)

We have audited the accompanying balance sheet of License
Acquisition Corporation (a development stage company) as of
December 31, 2002 and the related statements of operations,
changes in stockholder's equity and cash flows for the years ended
December 31, 2002 and 2001 and for the period from March 24, 1999
(inception) to December 31, 2002.  These financial statements are
the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit 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 audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present
fairly in all material respects, the financial position of License
Acquisition Corporation (a development stage company) as of
December 31, 2002, and the results of its operations and its cash
flows for the years ended December 31, 2002 and 2001 and for the
period from March 24, 1999 (inception) to December 31, 2002 in
conformity with accounting principles generally accepted in the
United States of America.

WEINBERG & COMPANY, P.A.


Boca Raton, Florida
March 7, 2003

<PAGE>
<PAGE>

                          LICENSE ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                             AS OF DECEMBER 31, 2001
                             -----------------------

                                     ASSETS
                                     ------

                Cash                                    $ 100
                                                        ------
                TOTAL ASSETS                            $ 100
                                                        ======

                          LIABILITIES AND STOCKHOLDER'S EQUITY
                          ------------------------------------

                 LIABILITIES                             $  -

                 STOCKHOLDER'S EQUITY

                   Preferred Stock, $.0001 par value,
                    20,000,000 shares authorized,
                    none issued and outstanding              -
                  Common Stock, $.0001 par value,
                    100,000,000 shares authorized,
                    1,000,000 issued and outstanding        100
                  Additional paid-in capital                535
                  Deficit accumulated during
                   development stage                       (535)
                                                           -----
                   Total Stockholder's Equity               100
                                                           -----
                  TOTAL LIABILITIES AND
                    STOCKHOLDER'S EQUITY                  $ 100
                                                          =======


                 See accompanying notes to financial statements
                                      2

<PAGE>

                          LICENSE ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                               STATEMENT OF OPERATIONS
                               -----------------------

                                                      For the Period
                                                          From
                      For the Year   For the Year     March 24, 1999
                         Ended          Ended         (Inception) to
                      December 31,   December 31,       December 31,
                          2002          2001               2002
                      -----------    ------------     --------------
Income                $      -        $   -            $     -

Expenses
 Organization expense        -            -                 535
                      ----------      ---------        ---------

Total expenses               -            -                 535
                      ----------      ---------         ---------

NET LOSS              $      -         $  -             $  (535)
==========            ==========      =========        ==========


                        See accompanying notes to financial statements
                                             3

<PAGE>

                          LICENSE ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                   FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
                               TO DECEMBER 31, 2002
                               --------------------
                                                          Deficit
                                                         Accumulated
                                              Additional    During
                        Common Stock Issued    Paid-In   Development
                          Shares     Amount    Capital      Stage      Total
                         -------     ------    -------   ----------   -------

Common Stock Issuance    1,000,000    $ 100     $  -        $  -       $ 100

Fair value of expenses
  contributed                   -        -        535          -         535

Net loss for the years ended:
 December 31, 1999              -        -         -          (535)     (535)
 December 31, 2000              -        -         -           -          -
 December 31, 2001              -        -         -           -          -
 December 31, 2002              -        -         -           -          -

                          ---------   ------     -----     --------    ------
BALANCE AT
  DECEMBER 31, 2002      1,000,000    $ 100      $ 535       $(535)    $ 100
===================      =========    =====      =====      =======    ======

                   See accompanying notes to financial statements
                                        4


<PAGE>

                          LICENSE ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF CASH FLOWS
                              ------------------------
                                                                 For The Period
                                                                      From
                                    For the Year                 March 24, 1999
                                       Ended         Ended       (Inception) to
                                    December 31,   December 31,   December 31,
                                       2002          2001            2002
                                    -----------    -----------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                             $    -         $   -          $   (535)
Adjustment to reconcile
 net loss to net cash used by
 operating activities

Contributed expenses                      -             -               535
                                       -------        -------        --------

 Net Cash Used In Operating Activities     -            -                -
                                       -------        -------        --------
CASH FLOWS FROM INVESTING ACTIVITIES      -             -                -
                                       -------        -------        --------
CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from issuance of common stock   -             -              100
                                       -------        -------        --------
 Net Cash Provided By Financing
    Activities                            -             -              100
                                       -------        -------        -------
INCREASE IN CASH AND CASH EQUIVALENTS     -             -              100

CASH AND CASH EQUIVALENTS - BEGINNING
   OF PERIOD                            100            100               -
                                       -------        -------        -------

CASH AND CASH EQUIVALENTS -
   END OF PERIOD                      $ 100            100             100
=========================             ========        =======         ======


                  See accompanying notes to financial statements
                                        5

<PAGE>
                          LICENSE ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO FINANCIAL STATEMENTS
                              AS OF DECEMBER 31, 2002
                              -----------------------

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (A) Organization and Business Operations

       License Acquisition Corporation (a development stage company)
       ("the Company") was incorporated in Delaware on March 24, 1999
       to serve as a vehicle to effect a merger, exchange of capital
       stock, asset acquisition or other business combination with a
       domestic or foreign private business.  At December 31, 2002,
       the Company had not yet commenced any formal business
       operations, and all activity to date relates to the Company's
       formation.  The Company's fiscal year end is December 31.

       The Company's ability to commence operations is contingent upon
       its ability to identify a prospective target business.

       (B) Use of Estimates

       The preparation of the 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 those estimates.

       (C)  Cash and Cash Equivalents

       For purposes of the statement of cash flows, the Company
       considers all highly liquid investments purchased with an
       original maturity of three months or less to be cash
       equivalents.

       (D) Income Taxes

       The Company accounts for income taxes under the Financial
       Accounting Standards Board of Financial Accounting Standards
       No. 109, "Accounting for Income Taxes" ("Statement 109"). Under
       Statement 109, deferred tax assets and liabilities are
       recognized for the future tax consequences attributable to
       differences between the financial statement carrying amounts of
       existing assets and liabilities and their respective tax basis.
       Deferred tax assets and liabilities are measured using enacted
       tax rates expected to apply to taxable income in the years in
       which those temporary differences are expected to be recovered
       or settled.  Under Statement 109, the effect on deferred tax
       assets and liabilities of a change in tax rates is recognized
       in income in the period that includes the enactment date. There
       were no current or deferred income tax expense or benefits due
       to the Company not having any material operations for the years
       ended December 31, 2002 and 2001.

                                        6

<PAGE>
                          LICENSE ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO FINANCIAL STATEMENTS
                              AS OF DECEMBER 31, 2002
                              -----------------------

      (E)   New Accounting Pronouncements

       The Financial Accounting Standards Board has issued several new
       Statements of Financial Accounting Standards.  Statement No.
       141, "Business Combinations" supersedes APB Opinion 16 and
       various related pronouncements.  Pursuant to the new guidance
       in Statement No. 141, all business combinations must be
       accounted for under the purchase method of accounting; the
       pooling-of-interests method is no longer permitted.  SFAS 141
       also establishes new rules concerning the recognition of
       goodwill and other intangible assets arising in a purchase
       business combination and requires disclosure of more
       information concerning a business combination in the period in
       which it is completed.  This statement is generally effective
       for business combinations initiated on or after July 1, 2001.

       Statement No. 142, "Goodwill and Other Intangible Assets"
       supercedes APB Opinion 17 and related interpretations.
       Statement No. 142 establishes new rules on accounting for the
       acquisition of intangible assets not acquired in a business
       combination and the manner in which goodwill and all other
       intangibles should be accounted for subsequent to their initial
       recognition in a business combination accounted for under SFAS
       No. 141.  Under SFAS No. 142, intangible assets should be
       recorded at fair value.  Intangible assets with finite useful
       lives should be amortized over such period and those with
       indefinite lives should not be amortized.  All intangible
       assets being amortized as well as those that are not, are both
       subject to review for potential impairment under SFAS No. 121,
       "Accounting for the Impairment of Long-Lived Assets and for
       Long-Lived Assets to be Disposed of".  SFAS No. 142 also
       requires that goodwill arising in a business combination should
       not be amortized but is subject to impairment testing at the
       reporting unit level to which the goodwill was assigned to at
       the date of the business combination.

       SFAS No. 142 is effective for fiscal years beginning after
       December 15, 2001 and must be applied as of the beginning of
       such year to all goodwill and other intangible assets that have
       already been recorded in the balance sheet as of the first day
       in which SFAS No. 142 is initially applied, regardless of when
       such assets were acquired.  Goodwill acquired in a business
       combination whose acquisition date is on or after July 1, 2001,
       should not be amortized, but should be reviewed for impairment
       pursuant to SFAS No. 121, even though SFAS No. 142 has not yet
       been adopted.  However, previously acquired goodwill should
       continue to be amortized until SFAS No. 142 is first adopted.

       Statement No. 143 "Accounting for Asset Retirement Obligations"
       establishes standards for the initial measurement and
       subsequent accounting for obligations associated with the sale,
       abandonment, or other type of disposal of long-lived tangible
       assets arising from the acquisition, construction, or
       development and/or normal operation of such assets.  SFAS No.
       143 is effective for fiscal years beginning after June 15,
       2002, with earlier application encouraged.

                                      7
<PAGE>
                          LICENSE ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO FINANCIAL STATEMENTS
                              AS OF DECEMBER 31, 2002
                              -----------------------

       In August 2001, the FASB issued SFAS 144, "Accounting for the
       Impairment or Disposal of Long-Lived Assets".  This statement
       addresses financial accounting and reporting for the impairment
       or disposal of long-lived assets and supercedes FASB Statement
       No. 121, "Accounting for the Impairment of Long-Lived Assets
       and for Long-Lived Assets to be Disposed Of".  The provisions
       of the statement are effective for financial statements issued
       for the fiscal years beginning after December 15, 2001.

       In April 2002, the FASB issued SFAS 145, Rescission of FASB
       Statements No. 4, 44, and 64, Amendment of FASB Statement No.
       13, and Technical Corrections.  SFAS 145 rescinds the
       provisions of SFAS No. 4 that requires companies to classify
       certain gains and losses from debt extinguishments as
       extraordinary items, eliminates the provisions of SFAS No. 44
       regarding transition to the Motor Carrier Act of 1980 and
       amends the provisions of SFAS No. 13 to require that certain
       lease modifications be treated as sale leaseback transactions.
       The provisions of SFAS 145 related to classification of debt
       extinguishments are effective for fiscal years beginning after
       May 15, 2002.  Earlier application is encouraged.  The Company
       does not believe the adoption of this standard will have a
       material impact the financial statements.

       In July 2002, the FASB issued SFAS No. 146, "Accounting for
       Restructuring Costs."  SFAS 146 applies to costs associated
       with an exit activity (including restructuring) or with a
       disposal of long-lived assets.  Those activities can include
       eliminating or reducing product lines, terminating employees
       and contracts and relocating plant facilities or personnel.
       Under SFAS 146, the Company will record a liability for a cost
       associated with an exit or disposal activity when that
       liability is incurred and can be measured at fair value.  SFAS
       146 will require the Company to disclose information about its
       exit and disposal activities, the related costs, and changes in
       those costs in the notes to the interim and annual financial
       statements that include the period in which an exit activity is
       initiated and in any subsequent period until the activity is
       completed.  SFAS 146 is effective prospectively for exit or
       disposal activities initiated after December 31, 2002, with
       earlier adoption encouraged.  Under SFAS 146, a company cannot
       restate its previously issued financial statements and the new
       statement grandfathers the accounting for liabilities that a
       company had previously recorded under Emerging Issues Task
       Force Issue 94-3.

       In December 2002, the Financial Accounting Standards Board
       issued Statement No. 148, "Accounting for Stock-Based
       Compensation-Transition and Disclosure - an amendment of FASB
       Statement No. 123," ("SFAS 148").  SFAS 148 amends FASB
       Statement No. 123, "Accounting for Stock Based Compensation"
       ("SFAS 123") and provides alternative methods for accounting
       for a change by registrants to the fair value method of
       accounting for stock-based compensation.  Additionally, SFAS
       148 amends the disclosure requirements of SFAS 123 to require
       disclosure in the significant accounting policy footnote of
       both annual and interim financial statements of the method of
       accounting for stock based-compensation and the related pro
       forma disclosures when the intrinsic value method continues to
       be used.  The statement is effective for fiscal years beginning
       after December 15, 2002, and disclosures are effective for the
       first fiscal quarter beginning after December 15, 2002.

                                     8
<PAGE>
                          LICENSE ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO FINANCIAL STATEMENTS
                              AS OF DECEMBER 31, 2002
                              -----------------------

        The adoption of these pronouncements will not have a material
        effect on the Company's financial position or results of
        operations.

NOTE 2 STOCKHOLDER'S EQUITY

       (A) Preferred Stock

       The Company is authorized to issue 20,000,000 shares of
       preferred stock at $.0001 par value, with such designations,
       voting and other rights and preferences as may be determined
       from time to time by the Board of Directors.

       (B) Common Stock

       The Company is authorized to issue 100,000,000 shares of
       common stock at $.0001 par value.  The Company issued
       1,000,000 shares of its common stock to Pierce Mill
       Associates, Inc. pursuant to Section 4(2) of the Securities
       Act of 1933 for an aggregate consideration of $100.

       (C) Additional Paid-In Capital

       Additional paid-in capital at December 31, 2002 represents
       the fair value of the amount of organization and professional
       costs incurred by related parties on behalf of the Company
       (See Note 4).

NOTE 3   AGREEMENT

       On April 1, 1999, the Company signed an agreement with Rock
       Creek Capital Corporation ("Rock Creek"), a related entity
       (See Note 4).  The Agreement calls for Rock Creek to provide
       the following services, without reimbursement from the
       Company, until the Company enters into a business combination
       as described in Note 1(A):

       1.   Preparation and filing of required documents with the
            Securities and Exchange Commission.
       2.   Location and review of potential target companies.
       3.   Payment of all corporate, organizational, and other
            costs incurred by the Company.

NOTE 4   RELATED PARTIES

        Legal counsel to the Company is a firm owned by a director
        of the Company who also owns 100% of the outstanding stock
        of Pierce Mill Associates, Inc. and Rock Creek (See Note 3).

                                     9