FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001, OR

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

                  For the transition period from _____ to _____.

Commission file number: (333-48312)

                              FREEWILLPC.COM, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           Nevada                                                75-2877111
------------------------                                        ------------
(State of Incorporation)                                        (Tax ID No.)

           709-B West Rusk, Suite 500, Rockwall, Texas              75087
--------------------------------------------------------------------------------
          (Address of principal executive offices)               (ZIP code)

Registrant's telephone number, including area code:           972-772-5930
                                                              ------------
Securities registered pursuant to Section 12(b) of the Act:   NONE
Securities registered pursuant to Section 12(g) of the Act:   Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the past
12 months and (2) has been  subject to such filing  requirement  for the past 90
days.
                               X    YES                        NO
                           ---------                 ---------

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 2001:
                                      $ -0-

Shares of common stock outstanding at December 31, 2001: 4,580,000


                                        1

<PAGE>



PART I.

ITEM 1            DESCRIPTION OF BUSINESS
-----------------------------------------

         We were  incorporated  in Nevada on June 13, 2000.  Our founder,  David
McCune is our sole director,  officer and employee and holds 4,000,000 shares of
common stock which we issued to him for $4,000, composed of $500 cash and $3,500
of his services.

         As well as being a newly formed company, we:
o        are controlled by one individual;
o        rely on our sole  officer  and  director to manage the  business,  this
         offering and continuing operations to see us through to profitability;
o        have limited operating history with little revenue from operations;
o        operate in an  industry  with low  barriers of entry which could add to
         our competition,  and one in which there are many competitors  already,
         many of which have much greater resources than we do; and
o        received a report from our independent  certified public accountant who
         gave us a  'going  concern'  opinion  which  means  that we do not have
         sufficient  capital  or cash flow from  operations  to show that we can
         continue as a viable  business for the coming year without success from
         our plan of operations.

         We currently  operate the website  http//:www.freewillpc.com.  We are a
web-based  retailer of built-to-order  personal computers and brand name related
peripherals,  software,  accessories  and  networking  products.  We also  offer
computer  consulting and design which will enable us to sell more built to order
systems. Our primary target customers are individual end users (IEU), home based
business (HBB) owners,  and small business owners (SBO).  Through an interactive
web site,  customers have the ability to browse the products offered by Freewill
PC and  order.  We offer a broad  selection  of  approximately  15,000  products
targeted for business/home use at competitive prices.

         For custom  built  computers  we depend  upon one  supplier  who we can
purchase  all the  parts  for on an as needed  basis  and  therefore  we have no
inventory for these items.  We purchase  them as we receive an order,  build the
computer and then ship the computer. For these computers,  we will book the sale
when it is shipped  and the cost of sales for the amount we pay for the parts to
build the computer.  For all the peripheral items, we have them drop shipped and
record only the profit as revenue for our financial reporting purposes.

Principal Products or Services and Their Markets.
------------------------------------------------

Freewill has two primary product delivery systems:
o        For  those  customers  desiring  basic  technological  peripherals  and
         computer  related  items,  they can choose  from an  on-line  catalogue
         (under  development)  which we will have drop  shipped from a supplier,
         receiving a "margin" or fee for originating the order.
o        We will custom  build a computer to the  specifications  of a customer.
         The customer "points and clicks" the desired  component and we contract
         for the unit to be  built  at a  negotiated  wholesale  price.  We then
         purchase the computer and re-sell it at our posted order price.


                                        2

<PAGE>



         We believe the majority of IEU's and HBB's are technologically literate
and not only capable but also more  disposed to ordering  needful  technological
products  over the Internet.  This allows the purchaser to transact  orders on a
24-hour-a-day,  seven-day-a-week  basis.  We do not incur the overhead  expenses
generally associated with traditional storefront  operations,  thus allowing for
lower operating costs.

         Customers    enter    FreewillPC.com     through    its    home    page
www.freewillpc.com,  which contains a listing of product  categories that allows
for easy  exploration  of current  products  and prices.  We believe that price,
product  selection  and  availability,  and  service  and  support  are the most
important competitive factors in its industry.

Competitive Business Conditions.
-------------------------------

         The  direct  marketing  and  sale of  personal  computers  and  related
products is highly competitive.  FreewillPC.com competes with PC Connection, CDW
Computer Centers, Inc., Insight Enterprises,  Inc. and Micro Warehouse,  Inc. We
also compete with certain product manufacturers that sell directly to customers,
such as Dell  Computer  Corporation  and Gateway 2000,  Inc.,  and more recently
Compaq,  IBM and Apple;  distributors  that sell directly to certain  customers,
such as MicroAge,  Inc. and Vanstar Corporation;  various cost-plus aggregators,
franchisers, and national computer retailers, such as CompUSA, Inc. and Computer
City; and companies with an Internet Web site and commercial  on-line  networks.
Additional  competition may arise if other new methods of distribution,  such as
broadband electronic software distribution, emerge in the future.

         We compete not only for customers,  but will also in the future compete
for favorable  product  allocations  and  cooperative  advertising  support from
product   manufacturers.   Several  of  our  competitors  are  larger  and  have
substantially greater financial resources than we.

Method of distribution of products and services.
-----------------------------------------------

E-business Strategy:
-------------------
         Our marketing  strategy is to promote the name  FreewillPC  and attract
buyers to the FreewillPC.com  website.  To attract users to our website, we have
relied on word of mouth and being one of many PC supply  companies  that come up
on search engines. Going forward, we are contemplating sponsorship relationships
with high traffic  websites and agreements  with search engines so that our site
will be near  the  top/front  of  searches  for our  products.  Future  proposed
marketing programs include the use of strategic  purchases of online advertising
to place  advertisements  in areas in which we  believe  we can reach our target
audience

         In addition to the foregoing,  we anticipate  sales and revenues can be
increased  by:

o        increase in the number and assortment of products carried;
o        increase in outbound telemarketing and email marketing campaigns;
o        increased buying prowess of computer users;
o        increase in catalog (proposed and under development) circulation; and
o        improvements  in  inbound  telemarketing  and email  marketing  service
         productivity.



                                        3

<PAGE>

         The key elements of our business strategy includes:
o        premium customer service;
o        strong brand name and web-based franchise value;
o        extensive product selection at competitive prices; and
o        enhanced vendor relationships.

Growth Strategy:
---------------
         Our  objective is to be a web-based  provider of  e-commerce PC related
products.  Key elements of our growth strategy include:

o        partner with industry leaders to quickly acquire customers;
o        increase penetration of our existing customer base;
o        broaden our product offerings to include higher margin products such as
         network servers and communications equipment.

         We plan to  target a  greater  number  of  existing  customers:
o        with outbound telemarketing;
o        more aggressively pursue first- to-market product offerings;
o        provide  specialized  offerings  to targeted  segments of our  customer
         base; and
o        increase  investments  in  electronic  commerce  and  Internet  related
         marketing opportunities.

         We believe that the higher  projected  growth for the direct  marketing
channel is primarily based on an increased user  familiarity  with PCs,  coupled
with the  emergence of industry  standards and  component  commonality,  and the
resultant increase in customer comfort with purchasing products without the need
to "touch and feel" them. In addition,  broader product offerings,  lower prices
and greater purchasing  convenience that direct marketers generally provide over
traditional retail stores and local dealers.

Status  of  product  or  services  based  on  public  information  requiring  an
--------------------------------------------------------------------------------
investment or material assets of the issuer.
-------------------------------------------
         As we are a new company,  we do not have any information  that has been
made public or that will require an investment or material asset of ours.

Sources and Availability of Raw Material.
----------------------------------------
         We do not use raw material in the  traditional  definition of the word.
All products we sell are "finished" or "component" product.

Dependence on One or a Few Major Customers.
------------------------------------------
         We are not dependent on any one or a few major customers. Our customers
are individuals ordering from our web site over the internet.

Need for Governmental Approval of Principal Products or Services.
----------------------------------------------------------------
         We are not aware of any governmental  approval requirements to transact
this type of business.

Effect of Existing or Probable Governmental Regulations on the Business.
-----------------------------------------------------------------------
         We are  not  aware  of any  probable  governmental  regulations  on our
business that would affect our operations.

                                        4

<PAGE>



Research and Development.
------------------------
         We have no  research  and  development.  We  only  sell  built-to-order
computers  and computer  peripheral  equipment.  We are not designing or selling
anything newly created products.

Costs and Effects of Compliance with Environmental Laws.
-------------------------------------------------------
         We are not aware of nor do we anticipate  any  environmental  laws with
which we will have to comply.

Number of Employees.
-------------------
         We have one employee, the President.

Operations and Technology.
-------------------------
         We have built a basic transaction processing system. Our system handles
all  aspects  of  the  sales  process.   The  market  in  which  we  compete  is
characterized  by rapidly  changing  technology,  evolving  industry  standards,
frequent new service and product  announcements,  introductions and enhancements
and changing customer demands.  Accordingly,  our future success will depend our
ability to adapt to rapidly  changing  technologies,  to adapt our  services  to
evolving industry standards and to continually improve the performance, features
and  reliability of our service in response to  competitive  service and product
offerings and evolving demands of the marketplace.

Additional information.
----------------------
         We have made no public  announcements to date and have no additional or
new  products or services.  In  addition,  we don't intend to spend funds in the
field of research and development; no money has been spent or is contemplated to
be spent on customer sponsored research  activities  relating to the development
of new products,  services or techniques; and we don't anticipate spending funds
on improvement of existing products, services or techniques.


ITEM 2            DESCRIPTION OF PROPERTY
-----------------------------------------

         Our corporate  facilities are shared with our sole officer and director
which includes the use of telephones  and equipment for $100.00 per month.  This
arrangement  started  in July  2000 and will  continue  until  such  time as the
Company needs and can afford to lease its own office facilities.

         We also lease space on an internet service provider's server based upon
the amount of memory we use.


ITEM 3            LEGAL PROCEEDINGS
-----------------------------------

The Company is not involved in any legal proceedings.


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

The Company did not submit any matters for a vote to the security holders during
2001.

                                        5

<PAGE>



PART II.

ITEM 5            MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
-------------------------------------------------------------------
                  STOCKHOLDER MATTERS
                  -------------------

         a.       Market Information.

There was no  established  public trading  market for the Company's  stock.  The
Company has filed for trading with the National  Association of Security Dealers
and  started  to trade in  February  2002.  The stock has traded in the $0.30 to
$0.40 range.

         b.       Holders.

         There are approximately fifty shareholders.

         c.       Dividends

         Registrant  has not paid a dividend to the holders of its common  stock
and does not anticipate paying dividends in the near future.

         e.       Warrants

         Registrant has no warrants outstanding.


ITEM 6            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------------------------

SUMMARY OF 2001

Our  accomplishments  in 2001 are detailed in Section 1 above. In summary,  they
are as follows:

In 2001,  our  company  entered  the  market  which is  dominated  by many large
companies.  We believe there is a niche for small companies to combine  computer
consulting  and computer  sales.  To date, we have been trying to develop such a
niche, but price pressures from large  distributors and retailers have made it a
hard process. Although we have developed such clients, the road to profitability
appears to be a long road.

The Company filed a registration statement under Form SB-1 of the Securities Act
of 1933,  and the  offering  closed in  December,  2001.  Our plan is to use the
capital  raised for targeted and  strategic  advertising  in order to market our
products and services.

FreewillPC.com,  Inc. will provide an annual report including audited statements
without  charge on  request  made by any  shareholder  to the  Secretary  of the
Company, FreewillPC.com, Inc. 750 East Interstate 30, Suite 100, Texas 75087.

FreewillPC.com,  Inc.  files  quarterly  reports with the SEC starting with this
Form 10-K.

                                        6

<PAGE>


Public may read and copy any materials  filed by  FreewillPC.com,  Inc. with the
SEC at the SEC's Public  Reference Room at 450 Fifth Street,  N.W.,  Washington,
D.C.  20549.  Public  may  obtain  information  on the  operation  of the Public
Reference  Room by calling the SEC at  1-800-SEC-  0330.  The SEC  maintains  an
Internet site that contains reports, proxy and information statements, and other
information   regarding  issuers  that  file  electronically  with  the  SEC  at
www.sec.gov.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This discussion may contain certain "forward-looking" statements as such term is
defined in the Private Securities  Litigation Reform Act of 1995 and information
relating to the Company  and its  subsidiaries  that are based on the beliefs of
the  Company's  management  as  well  as  assumptions  made  by and  information
currently available to the Company's management.  When used in this release, the
words "anticipate,"  "believe,"  "estimate,"  "expect" and "intend" and words or
phrases of similar import,  as they relate to the Company or its subsidiaries or
Company management,  are intended to identify forward-looking  statements.  Such
statements reflect the current risks,  uncertainties and assumptions  related to
certain factors including,  without limitations,  changes or anticipated changes
in regulatory  environments,  competitive factors,  general economic conditions,
customer relations,  relationships with vendors,  the interest rate environment,
governmental  regulation and  supervision,  seasonally,  distribution  networks,
product introductions and acceptance,  technological change, changes in industry
practices,  onetime events and other factors described herein and in other press
releases to the public or filings  made by the company with the  Securities  and
Exchange  Commission,   the  ability  to  secure  partnership  or  joint-venture
relationships  with other entities,  the ability to raise additional  capital to
finance   expansion,   and  the  risks  inherent  in  new  product  and  service
introductions  and the entry into new  geographic  markets.  Based upon changing
conditions,  should any one or more of these risks or uncertainties materialize,
or should any underlying  assumptions  prove incorrect,  actual results may vary
materially from those  described  herein as  anticipated,  believed,  estimated,
expected or  intended.  The  Company  does not intend to update  these  forward-
looking statements. For further information, which could cause actual results to
differ from the Company's  expectations,  as well as other factors,  which could
affect the Company's financial statements,  please refer to the Company's report
filed with the Securities and Exchange Commission.

FreewillPC.com, Inc.
(972) 772-5930
www.FreewillPC.com
------------------


ITEM 7            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------------------------

         Report of Independent Certified Public Accountant is attached hereto.

ITEM 8            CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
                  --------------------------------------------------------
                  DISCLOSURES
                  -----------

         J.S Psborn,  P.C. is the auditor for the Company and there have been no
disagreements with our auditor on accounting or financial disclosure issues.

                                        7

<PAGE>



PART III.

ITEM 9            DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
----------------------------------------------------------------

The following persons serve as directors and officers of Registrant:

David McCune      President,  Secretary,  Chief  Financial  Officer and Director
                  Served  since  January  2002 and  expires  at the next  annual
                  meeting

DAVID MCCUNE.  Mr. McCune graduated from  Southwestern  University,  Waxahachie,
Texas in 1973. Mr. McCune was in the U.S. Air Force for four years 1967-1970 and
spent one year in Vietnam  1968-1969,  and was a public speaker for 20 years and
has been in the computer business for 9 years.  Mr. McCune was Vice President of
Sales of VAR  Resources,  Inc., a computer  leasing  company,  from 1991 - 1993.
Since that time,  Mr. McCune has been a manager of computer  companies,  working
for MC Cambridge, Inc. from 1994 - 1995 and for LCS, LLC from 1996 to present.


ITEM 10           EXECUTIVE COMPENSATION
----------------------------------------

The Company has not paid any  compensation  to its sole  officer and director in
the calendar  year 2001.  The Company has no retirement or stock option or bonus
plan.


ITEM 11           SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS
------------------------------------------------------------------------

         Set forth below is the direct ownership of Registrant's common Stock by
management and any owner of 5% or more of Stock of Registrant.

Title of       Name and address                   Amount of shares    % of class
Securities     of owner                                               owned
--------------------------------------------------------------------------------
Common         David McCune                       4,000,000           95.23%
               709-B West Rusk, Suite 500
               Rockwall, Texas 75087
--------------------------------------------------------------------------------
Common         All Officers, Directors &          4,000,000           95.23%
               Beneficial Holders as a Group


ITEM 12           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------------------------

         The Company had no transactions with related persons in 2001.


PART IV.

ITEM 13           EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
------------------------------------------------------------------------

(a)      The following documents are filed as a part of this report:


                                        8

<PAGE>



         Included in Part II, Item 8 of this report:

         Report of Independent Public Accountant

         Balance Sheet as of December 31, 2001 and 2000

         Statement  of  Operations - Twelve  Months Ended  December 31, 2001 and
         Period June 13, 2000 (date of inception) to December 31, 2000

         Statement of Stockholders'  Equity - Period from June 13, 2000 (date of
         inception) to December 31, 2001

         Statement  of Cash Flows - Twelve  Months  Ended  December 31, 2001 and
         Period June 13, 2000 (date of inception) to December 31, 2000

         Notes to the Financial Statements

(b)      The Company filed no reports on Form 8-K in 2001.

(c)      The Company is not filing any exhibits.












                                        9

<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 there unto duly authorized.

                                      FreewillPC.com, Inc.
                                      Registrant

                                      By:  /s/  David McCune
                                           -----------------
                                                David McCune
                                      Its: President, Secretary, Chief Financial
                                           Officer and Director



                                       10

<PAGE>


                               J. S. OSBORN, P.C.
                           CERTIFIED PUBLIC ACCOUNTANT
                         17430 CAMPBELL ROAD, SUITE 114
                               DALLAS, TEXAS 75252
                          972-735-0033 FAX 972-735-0035
                               JOSBORN@JSOCPA.COM
                ================================================



                     REPORT OF INDEPENDENT PUBLIC ACCOUNTANT
                     ---------------------------------------


To the Board of Directors and Stockholders
of FreewillPC.com, Inc.
Rockwall, Texas

I have audited the accompanying balance sheet of FreewillPC.com,  Inc. (A Nevada
corporation)  as of December 31, 2001 and the related  statements of operations,
stockholders'  equity and accumulated deficit, and cash flows for the year ended
December  31,  2001 and for the  period  June 13,  2000 (date of  inception)  to
December 31, 2000.  These  financial  statements are the  responsibility  of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
consolidated financial statements based on my audit.

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

In my opinion,  based on my audit,  the financial  statements  referred to above
present  fairly,   in  all  material   respects,   the  financial   position  of
FreewillPC.com, Inc. as of December 31,2001, and the results of their operations
and their  cash flows for the year ended  December  31,  2001 and for the period
June 13, 2000 (date of  inception)  to  December  31,  2000 in  conformity  with
accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a going  concern.  As  discussed  in  Note-F  to the
financial  statements,  the  Company  incurred  a loss for the  period,  has not
generated significant revenues,  and has no capital resources.  These conditions
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plans  regarding  those matters also are described in Note-F.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



/s/  J.S. Osborn, P.C.
     -----------------
     J.S. Osborn, P.C.



Dallas, Texas
April 15, 2002


                                       F-1

<PAGE>


                              FREEWILLPC.COM, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2001


                                     ASSETS
                                     ------

CURRENT ASSETS:
  Cash                                                                 $  4,957
  Accounts receivable                                                    13,093
  Prepaid expense                                                        43,700
                                                                       --------
    Total Current Assets                                                 61,750

Property and equipment
  Web site                                                               10,000
    Less accumulated amortization                                        (5,278)
                                                                       --------
                                                                          4,722


                                                                       --------
TOTAL ASSETS                                                           $ 66,472
                                                                       ========


 LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                                                     $ 11,825
  Loan payable - related party                                            3,119
                                                                       --------
    Total Current Liabilities                                            14,944


STOCKHOLDERS' EQUITY:
  Common stock, $0.001 par value; 5,000,000 shares authorized;
   4,580,000 shares issued and outstanding                                4,580
  Additional paid-in capital                                             96,056
  Accumulated deficit                                                   (49,108)
                                                                       --------
    Total Stockholders' Equity                                           51,528
                                                                       --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $ 66,472
                                                                       ========





               See accompanying notes to the financial statements.

                                       F-2


<PAGE>

<TABLE>

<CAPTION>

                              FREEWILLPC.COM, INC.

                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
    AND FOR THE PERIOD JUNE 13, 2000 (DATE OF INCEPTION) TO DECEMBER 31, 2001


                                                                              06/13/00
                                                                           Date of Inception
                                                              Year Ended         to
                                                               12/31/01       12/31/00
                                                              -----------    -----------
<S>                                                           <C>            <C>

REVENUE:
   Sales                                                      $    23,552    $     5,669
                                                              -----------    -----------




OPERATING EXPENSE:
   Cost of sales                                                   19,875          5,008
    Advertising                                                    36,300              0
   Amortization                                                     3,333          1,945
   Consulting - related party                                           0          3,500
   Bank charges                                                       145             50
   Office expense                                                   1,098            115
   Organization costs                                                   0            963
   Professional fees                                                   11          2,500
   Licenses & fees                                                  1,686              0
   Rent - related party                                             1,200            600
                                                              -----------    -----------
     Total Operating Expense                                       63,648         14,681


                                                              -----------    -----------
NET LOSS:                                                     ($   40,096)   ($    9,012)
                                                              ===========    ===========



Basic/diluted weighted average number of shares outstanding     4,580,000      4,199,005
                                                              ===========    ===========


Basic/diluted net loss per share                              $      0.00    $      0.00
                                                              ===========    ===========

</TABLE>






         See accountant's report and notes to the financial statements.

                                       F-3


<PAGE>

<TABLE>

<CAPTION>

                              FREEWILLPC.COM, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 2001
    AND FOR THE PERIOD JUNE 13, 2000 (DATE OF INCEPTION) TO DECEMBER 31, 2000


                                     Common Stock                         Paid In            Accumulated
                                        Shares       Amount               Capital              Deficit
                                     --------------------------        --------------      -----------------
<S>                                  <C>             <C>               <C>                 <C>

Balance,
    June 13, 2000
    (date of inception)                   -0-          -0-                  -0-                  -0-

Shares issued on
    June 13, 2000 for
      Cash                                 500,000        $500
      Services-related party             3,500,000       3,500

    June 15, 2000 for
      Website development                  200,000         200                 9,800

Contributed capital by shareholder                                               600

Net Loss
    December 31, 2000                                                                                (9,012)

Sale of Stock                              380,000         380                94,620
Offering costs                                                               (10,164)

Contributed capital by shareholder                                             1,200

Net Loss                                                                                            (40,096)
                                     --------------------------        --------------      -----------------

Balance
   December 31, 2001                     4,580,000      $4,580               $96,056               ($49,108)
                                     ==========================        ==============      =================

</TABLE>










               See accompanying notes to the financial statements.

                                       F-4


<PAGE>

<TABLE>

<CAPTION>

                              FREEWILLPC.COM, INC.
                             STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
    AND FOR THE PERIOD JUNE 13, 2000 (DATE OF INCEPTION) TO DECEMBER 31, 2000


                                                                                         Date of Inception
                                                                                             06/13/00
                                                                Year Ended                      to
                                                                 12/31/01                    12/31/00
                                                          -----------------------     ------------------------
<S>                                                       <C>                         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                      ($40,096)                    ($9,012)
   Items not requiring cash:
     Amoritization                                                3,333                        1,945
     Stock issued for services                                      0                          3,500
  Changes in operating assets and liabilities:                                                   0
   Increase in accounts receivable                               (13,093)                        0
   Increase in accounts payable                                   4,878                        6,947
                                                          -----------------------     ------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES:                       (44,978)                      3,380

CASH FLOWS FROM INVESTING ACTIVITIES:
  Prepaid Expense                                                (43,700)                        0
  Payment of expense by shareholder                               1,200                         600
                                                          -----------------------     ------------------------
NET CASH USED FROM INVESTING ACTIVITIES:                         (42,500)                       600

CASH FLOWS FROM FINANCING ACTIVITIES:
  Stock issued                                                    95,000                        500
  Offering costs                                                 (10,164)                        0
  Loan proceeds                                                   3,119                          0
                                                          -----------------------     ------------------------
NET CASH PROVIDED FROM FINANCING ACTIVITIES:                      87,955                        500

NET INCREASE  IN CASH:                                             477                         4,480

CASH AT BEGINNING OF YEAR:                                        4,480                          0
                                                          -----------------------     ------------------------

CASH AT END OF YEAR:                                              $4,957                      $4,480
                                                          =======================     ========================


SUPPLEMENTAL DISCLOSURE:
  No taxes paid for the period
  No interest paid for the period
  Non-cash investing-the company issued 200,000 shares valued at $0.05 per share
  for a total of $10,000 for development of its website.

</TABLE>


               See accompanying notes to the financial statements.

                                       F-5

<PAGE>


                              FREEWILLPC.COM, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------------------------------------------------
History:
-------
The Company was organized June 13, 2000, as a Nevada  corporation under the name
of  FreewillPC.com,  Inc. and is in the development stage. The Company is in the
business  of  selling  computers  and  computer  peripheral  equipment  over the
Internet.  Operations  are in  effect  and as such the  Company  is no  longer a
development stage enterprise.

Basis of Presentation:
---------------------
It is the Company's  policy to prepare its  financial  statements on the accrual
basis of accounting in conformity with accounting  principles generally accepted
in the United States. The accompanying  financial  statements as of December 31,
2001 and for the year then ended have been prepared in accordance with generally
accepted accounting  principles and include all adjustments which in the opinion
of  management  are  necessary  in order to make the  financial  statements  not
misleading. The Company's year end is December 31.

Supplier Concentration:
----------------------
The Company  purchased product from only one supplier for its operations for the
period  presented.  Although  products are  available  from other  sources,  the
vendor's  inability to supply products in a timely manner could adversely affect
the Company's ability to satisfy customer demands.

Revenue Recognition:
-------------------
The Company recognizes revenues from product sales and delivery,  net of returns
and discounts, when the products are shipped to customers. The company purchases
and resells  computers and records sales and costs of sales.  For the peripheral
equipment  the  Company  sells  for  which it does not  take  possession  of the
product, it records as revenue the difference between the purchase price and the
sales price of the items.

Use of Estimates:
----------------
In  order  to  prepare  financial   statements  in  conformity  with  accounting
principals  generally  accepted  in the  United  States,  management  must  make
estimates,  judgments and  assumptions  that affect the amounts  reported in the
financial statements and determine whether contingent assets and liabilities, if
any, are  disclosed in the  financial  statements.  The ultimate  resolution  of
issues requiring these estimates and assumptions could differ significantly from
resolution  currently  anticipated  by  management  and on which  the  financial
statements are based.

Cash and Cash Equivalents:
-------------------------
For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  debt  instruments  with  maturity  of  three  months  or less to be cash
equivalents.

Property and Equipment:
----------------------
Property  and  equipment  is carried at cost.  Depreciation  is  provided by the
straight-line method over each asset's estimated useful life. Upon retirement or
disposal,  the asset cost and related accumulated  depreciation are removed from
the accounts and any resulting gain or loss is included in the  determination of
net income.

                                      F-6

<PAGE>

                              FREEWILLPC.COM, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


NOTE A - NATURE OF  BUSINESS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------------------------------
(CONTINUED):
-----------

Long-Lived Assets
-----------------
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 121,
Accounting for the impairment of Long-Lived  Assets and for Long Lived Assets to
be  Disposed  of,  the  Company  records   impairment  losses  when  events  and
circumstances  indicate  that the assets might be impaired and the  undiscounted
projected  cash flows  associated  with those  assets are less than the carrying
amounts of those assets. Impairment loss on a long-lived asset is measured based
on the excess of the  carrying  amount of the asset over the asset's fair value,
generally determined based upon discounted estimates of future cash flows.

Net loss per Share:
------------------
Basic net loss per share excludes  dilution and is computed by dividing net loss
by the  weighted  average  number of common  shares  outstanding  for the period
presented.  Diluted net loss per common share was the same as basic net loss per
common  share for the period  presented  since the  Company  has no  potentially
dilutive securities and because of the Company's net loss.

Stock based compensation:
------------------------
The Company  accounts for stock based  compensation in accordance with SFAS 123,
Accounting  for  Stock-Based  Compensation.  It  introduces  the  use  of a fair
value-based  method of accounting for stock based  compensation.  It encourages,
but does not require,  companies to recognize stock-based  compensation expenses
to  employees  based on the new fair value  accounting  rules.  The  Company has
adopted the new fair value  accounting rule and records the issuance of stock at
the fair value of the consideration received.

Capitalized Web Site Development Costs and Software:
---------------------------------------------------
The Company accounts for its web site development costs and internally developed
software costs in accordance  with Emerging  Issues Task Force 00-2,  Accounting
for Web Site Development Costs and the provisions of Statement of Position 98-1,
Accounting for the Costs of Computer Software Developed or Obtained for Internal
Use. This requires the  capitalization of the costs incurred.  Capitalized costs
are amortized on a straight-line basis over the useful life of the software once
it has been placed into service.

Start-Up Costs:
--------------
The Company expenses the costs of start-up  activities and organization costs as
they are incurred,  in accordance with Statement of Position 98-5,  Reporting on
the Cost of Start-up Activities.

Income Tax:
----------
The Company is subject to the greater of federal income taxes computed under the
regular system or the alternative  minimum tax system. The Company uses an asset
and liability approach for the accounting and financial  reporting of income tax
as required by SFAS No. 109,  Accounting  for Income  Taxes.  Under this method,
deferred  tax  assets  and  liabilities   are  determined   based  on  temporary
differences  between the financial  carrying amounts and the tax bases of assets
and  liabilities  using  enacted  tax  rates in effect in the years in which the
temporary  differences  are  expected  to  reverse.   Valuation  allowances  are
established  when necessary to reduce  deferred tax asset to the amount expected
to be Amore likely than not realized in future returns.


                                      F-7

<PAGE>

                              FREEWILLPC.COM, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


NOTE B - WEB SITE:
-----------------

The  Company's  primary  asset  is  its  web  site  that  is the  center  of its
operational and income-generating  activities for which it issued 200,000 shares
of common stock valued at $10,000.  The cost of the web site is being  amortized
over three years starting in June 2000, the first month of operation.

In March 2000, the Financial  Accounting  Standards Board issued  Interpretation
No. 44, Accounting for Certain  Transactions  Involving Stock  Compensation,  an
interpretation  of APB Opinion No. 25,  which was  effective  July 1, 2000.  The
website  development  was paid for by  issuing  200,000  shares of common  stock
valued at $0.05 per share. Since there was no readily  determinable market value
for the  Company's  common  stock,  the  per  share  price  was  negotiated  and
determined by the fair value of services received.

NOTE C - STOCKHOLDERS' EQUITY:
-----------------------------

Common Stock:
------------
The Company is  authorized to issue  50,000,000  common shares of stock at a par
value of $0.001 per share. These shares have full voting rights. At December 31,
2001,  there were  4,580,000  shares  outstanding.  The  Company  has not paid a
dividend to its shareholders.

Common stock issuances:
----------------------
On June 13, 2000,  the Company  issued  4,000,000  shares to the  President  for
$4,000,  comprised of $500 cash and $3,500 of his  services.  The services  were
valued  at  $3,500  and the  stock  issued  at par  since it was  impossible  to
determine  the fair  value of the  services.  The common  stock was issued  upon
formation  of the  Company  for  services  performed  before,  during  and after
formation of the Company.

On June 15, 2000,  the Company  issued to an unrelated  party 200,000 shares for
the  development of its website valued at $10,000.  The value assigned of to the
website  development  was fair market value but the number of shares  issued for
this website was  negotiated and determined by the Company and the developers of
the website since there was no readily determinable market value for the shares.
The basis for  valuing  the  shares at $0.05 per share,  which is  substantially
below the offering price per share to the public,  is that the  developers  were
giving  services in exchange for stock before  offering shares to the public and
the website was a  prerequisite  for the Company to start in business which then
allowed the Company to offer shares to the public. The value substantially below
the  public  offering  price  was  negotiated  since  the  developers  were  not
guaranteed  that the  Company  would be able to sell  stock to the public and no
guarantee that the Company would be successful.  The value of $0.05 per share is
substantially  above the price the  President  paid two days  earlier  since the
President  developed the plan for the Company over a period of time,  formed the
Company, and purchased shares immediately upon formation;  the plan included the
filing  of a  registration  statement  with the  U.S.  Securities  and  Exchange
Commission to raise funds at $0.25 per share.

In 2001,  the  Company  filed a Form SB-1 with the U.S.  Securities  &  Exchange
Commission and sold 380,000 shares at $0.25 per share. After offering costs, the
Company netted $84,456 or $0.22 per share.


                                      F-8

<PAGE>


                              FREEWILLPC.COM, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


NOTE D - INCOME TAXES:
---------------------

The  Company had a net  operating  loss of $9,012 for the period  presented.  No
deferred  tax asset has been  recognized  for the  operating  loss as it is more
likely  than not that all or a  portion  of the net  operating  loss will not be
realized and any valuation allowance would reduce the benefit to zero.
         Operating losses expire:  2020           $ 9,012
         Operating losses expire:  2021           $40,096

The  components  of the  provision  (benefit)  for income taxes  included in the
financial statements as of December 31 2001 are as follows:
         Deferred tax assets:
         Net operating loss carryforwards                     $(49,108)
         Valuation allowance                                    49,108
                                                              ----------
         Total deferred income tax assets                          -0-
         Total deferred income tax liabilities                     -0-
                                                              ----------
         Net deferred income tax assets                       $    -0-

The  Company's  effective tax rate on a pre-tax  income  (loss) from  continuing
operations differs from the U.S federal statutory rate as follows:
         U.S. federal statutory rate                                     ( 34)%
         Increase (decrease) in rates resulting from:
                Change in valuation allowance for deferred tax asset        34%
                                                                      ---------
         Effective tax rate                                                  0%


NOTE E - RELATED PARTY TRANSACTIONS:
-----------------------------------

In  June  2000,  the  Company  issued  to  its  President  4,000,000  shares  in
consideration for $4,000, comprised of $500 cash and $3,500 of his services. The
services  were valued at $3,500 and the stock was issued at par. In addition,  a
shareholder  is  providing  office  space  valued at $100 a month,  and is being
recorded as contributed paid in capital.


NOTE F - GOING CONCERN:
----------------------

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  Although  the Company did not have
negative cash flow from operations, it is a development stage enterprise and has
not yet generated significant revenues. The Company has funded its operations to
date from the issuance of shares and debt. These matters raise substantial doubt
about its ability to continue as a going concern.

The  company has  minimal  capital  resources  available  to offset  losses from
operating and other obligations expected to be incurred. The continued existence
is dependent upon several factors, including its ability to generate significant
revenue and to generate operating capital.



                                      F-9

<PAGE>

                              FREEWILLPC.COM, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


NOTE F - GOING CONCERN (CONTINUED):
----------------------------------

The Company plans to generate sufficient revenue by:

Develop Targeted e-mail Marketing Campaign:
------------------------------------------
Targeted  e-mail  marketing  campaigns  are  highly  focused  marketing  efforts
designed  to sell  product to a defined  demographic  group.  The design of each
campaign includes evaluating and segmenting the target population using personal
data, often in combination with demographic  screening programs, to estimate the
sales potential of different  groups.  The Company's  approach will be to target
small businesses and individuals within its local business  environment allowing
for delivery of product free of delivery  charges.  This, the Company  believes,
will give them a competitive advantage.  The Company believes that this approach
to e-mail  marketing  campaigns is an effective and efficient  means to generate
sales revenue.

Expand its Product Line:
-----------------------
The Company is constantly  evaluating personal computer and peripheral products,
adding new products as they become available. The Company works closely with its
major  vendors to  identify  and source  first-to-market  product  offerings  at
aggressive and market leading prices. The Company believes it will generate more
favorable terms with its vendors as volume increases.

Customer Segmentation & Targeted Advertising:
--------------------------------------------
The Company  seeks to increase its customer  base through  targeted  mailings as
well as  increasing  its  penetration  in  existing  customers.  The Company has
developed an on-line catalog,  featuring product offerings,  designed to address
the needs of specific customer  segments.  The Company's  web-based catalog will
provide  detailed  descriptions  of product  offerings,  allowing for search and
on-line capabilities.

Accordingly,  the Company's continued existence is dependent upon the successful
raising of capital, successful results from the Company's plan of operations, or
obtaining  financing.  There  can be no  assurance  that  the  Company  will  be
successful in its efforts to raise sufficient operating capital,  achieve future
profitable operations, or obtain additional funding. The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.




                                      F-10