SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                             FORM 10-KSB/A

(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 0-31399

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


              Delaware                         52-2257547
         (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

This amendment is filed to correct certain typographical errors
appearing in the certification section.

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

     Rivet 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.

     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.

     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.

                              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.

                              RIVET ACQUISITION CORPORATION


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

Dated:  March 31, 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 31, 2003


                            CERTIFICATION

I, James M. Cassidy, certify that:

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

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

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

c)   presented in this 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 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 31, 2003               /s/ James M. Cassidy
                                          President and Director and
                                          Chief Financial Officer
                                          Principal Accounting Officer

<PAGE>

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


<PAGE>


                          RIVET 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>

                     INDEPENDENT AUDITORS' REPORT
                     ---------------------------

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

We have audited the accompanying balance sheet of Rivet 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 Rivet
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>

                        RIVET ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEET
                             DECEMBER 31, 2002
                             -----------------

                                 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>

                          RIVET 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>


                         RIVET 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>


                       RIVET 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>
                            RIVET 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

   Rivet 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>
                            RIVET 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>
                            RIVET 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>
                            RIVET 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