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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB/A


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

For  the  fiscal  year  ended  November  30,  2002

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

[ ]  For  the  transition  period  from _________________ to __________________

                        Commission file number: 000-32843
                                                ---------

                           SURFORAMA.COM, INC.
                           -------------------
             (Exact name of Registrant as specified in its charter)


            Nevada                                 98-0233878
            ------                                 ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                               867 West 8th Avenue
                  Vancouver, British Columbia, Canada  V5Z 1E3
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (604) 727-8402
                                 --------------
               Registrant's telephone number, including area code

Securities to be registered pursuant to Section 12(b) of the Exchange Act:  None



Securities  to  be  registered  pursuant  to  Section  12(g)  of  the  Act:

                                  Common Stock
                                  ------------
                                (Title of Class)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities Exchange Act during the past 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:       Nil
                                                                       -----


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State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computer 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.  (See definition of affiliate in Rule
12b-2  of  the  Exchange  Act.)
$2,002,119.80  as  of  March  13,  2003

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date.
19,828,899  Common  Shares  as  of  March  13,  2002





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                                TABLE OF CONTENTS
                                -----------------

                                                                            Page


ITEM 1:   DESCRIPTION  OF  BUSINESS                                            4
ITEM 2:   DESCRIPTION  OF  PROPERTY                                           15
ITEM 3:   LEGAL  PROCEEDINGS                                                  15
ITEM 4:   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS         15
ITEM 5:   MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER MATTERS      15
ITEM 6:   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR PLAN OF OPERATION       16
ITEM 7:   FINANCIAL  STATEMENTS                                               19
ITEM 8:   CHANGES  IN  AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL  DISCLOSURES                                              19
ITEM 9:   DIRECTORS,  EXECUTIVE  OFFICERS, PROMOTERS AND CONTROL PERSONS      20
ITEM 10:  EXECUTIVE  COMPENSATION                                             21
ITEM 11:  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS
          AND MANAGEMENT                                                      22
ITEM 12:  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS                  22
ITEM 13:  EXHIBITS  AND  REPORTS                                              23
ITEM 14:  CONTROLS  AND  PROCEDURES                                           23








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                                     PART I

                        ITEM 1:  DESCRIPTION OF BUSINESS

Business Development

We were organized as a Nevada corporation on October 22, 1999 for the purpose of
establishing  and  developing  business  through  the  surforama.com  website.

Business of the Company

We  sell  private label web sites, products, services, and advertising.  Private
labeling means that we provide customers with a link from their web sites to our
web  site content.  When an Internet user clicks on the classified advertisement
section  of  a customer's web site, the user is sent to content on our web site.
However,  the  user  is  unaware that he or she has left the customer's web site
because  the  customer's  name  or  logo  remains  at  the top of each web page.

We  generate  revenue  by charging customers a fee for customizing their private
label  web  site.  We also charge a monthly maintenance fee that is based on the
size  of  the  customer's  web  site  and  its  activity.


Our  website  currently  offers  the  following  content  to  Internet  users:

-    Surforama classified advertising which allows businesses and individuals to
     place  free  advertisements  on  our  web site 24 hours a day under various
     classification  categories;

-    the  Surforama store, an online shopping service that currently offers more
     than  40,000  products;  and

-    Surforama  free  e-mail  service.

Once a customer has signed up on our website we are able to track their shopping
habits.  This  shopping information will show our advertising clients where they
should  spend advertising budgets.  We have signed an advertising agreement with
Engage  Media  to  assist  us  in  generating  clients  and advertising revenue.

Although,  our  website  is  currently accessible to the public, it will require
ongoing  development  and  maintenance. We presently do not generate any revenue
from the Surforama store and all advertising.  We are currently devoting most of
our  efforts into establishing our business.  Our primary source of revenue is a
combination  of  private  label  and  customization  fees,  the  sale of general
products  and  services  and  advertising.  We  are  not solely dependent on one
source  of  revenue.

Products and Services

Our  web  site  offers  the  following  services:

     1.   Free  Internet  classified  advertising;
     2.   On-line  shopping  through  the  Surforama  Store;
     3.   Free  e-mail;  and



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1.     Free Classified Advertising Services

We  have  developed and operate an Internet electronic commerce web site located
at  www.surforama.com  that  offers  classified  advertisement  services  to the
public.  Through  this  web  site,  businesses  and  individuals  may  place
advertisements  24 hours a day under any of the following current classification
categories:  vehicles,  employment,  rentals, real estate, computers, personals,
pets  and animals, collectibles, opportunities and general.  Each classification
category  has between three and 23 subcategories.  Advertisements may consist of
text  messages  and  digitally  reproduced  pictures  provided  by  the  user.

As part of our introductory pricing strategy, users may post and view classified
advertisements on our web site free of charge.  Our pricing policy may change as
the web site develops greater public exposure.  We intend to offer our customers
the  opportunity  to  feature  their  advertisements on our home page, or on the
front  page  of  each  classification  category,  on a fee basis.  We will offer
additional  features  such  as  boldfacing,  the  attachment  of icons, multiple
photographs,  audio files and multimedia files to advertisements on a fee basis.

2.     The Surforama Store

Our web site intends to  include the Surforama store, an online shopping service
that  currently  offers  more  than  40,000  products including vehicles, books,
magazines,  recorded  music  products,  motion  picture  videos,  clothing  and
accessories,  computers,  electronic  goods,  flowers,  gifts, health and beauty
products,  home  office  and business products, pets, toys and games for sale to
the  public.

When  an  Internet  user accesses the Surforama Store by pressing an icon on our
web  site,  the  user is linked to an independent company's web site that offers
and  specializes  in  that  particular product or service. The company that owns
this  web  site  is  known as an affiliate company and is able to accept payment
from  the  user  and  deliver  the product directly to him or her.  We begin our
affiliate  relationship  with each of company through a paperless online sign up
process  common  to Internet affiliate programs.  If a consumer makes a purchase
from  an  affiliate  company through our web site, we receive a payment from the
affiliate  company  equal  to  1% to 25% of the total value of the item or items
purchased.  This  arrangement  allows  us  to  offer our users a wide variety of
consumer  products  with low overhead and no inventory.  The Surforama Store has
not  generated  any  revenue  to  date.

3.     FREEmail

We  offer  our web site users the ability to subscribe for a free e-mail account
that  can be accessed from any computer connected to the Internet.  Users simply
log  on  to  our  web  site and enter a password in order to access their e-mail
accounts.  As  with  standard e-mail accounts, the user is able to send, receive
and  store  messages.  Each  e-mail  account  permits the user to save up to six
megabytes  worth  of  memory.

Internet  users  typically obtain e-mail accounts through their Internet service
provider.  However,  when  users  change  their  Internet service provider, they
usually  have  to change e-mail addresses as well.  For a transition period they
have  to  retrieve  e-mail  messages  from their old address and notify friends,
family  and  associates of their new address.  With FREEmail, users access their
e-mail  through  the Surforama web site rather than through the Internet service
provider.

We  intend  to  develop  the  FREEmail service into a distinct revenue stream by
encouraging  e-mail  account holders to sign up for feature product specials and
promotions  sponsored  by  advertisers  or  us.

We  are  offering  free  classified advertising and free e-mail to the public in
order  to  attract customer traffic to our web site.  Our advertising revenue is
directly  linked  to  the  number  of  Internet  users  who access our web site.


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4.     Information Source

We  provide  our web site users with search engine links, current news, weather,
sports, technology and movies in order to attract traffic.  Because our web site
uses  links to other web site domains established by companies such as CNN, ABC,
NBC and BBC, we do not incur the prohibitive costs that would be associated with
providing  and  updating  such  information.

We  will  also  offer  the  following  services  and information to our web site
customers:

     Service                                        Website Link
     -------                                        -------------

     Travel (car rental, flight booking,
      hotel reservations)                           travelnow.com
     White pages and yellow pages
     (phone listings)                               infousa.com
     Ask an expert service                          askme.com
     Surforama AutoGuide                            carprices.com

5.     The Surforama Affiliate Program

Through  our affiliate program, merchant web site owners have the opportunity to
enhance  their  web  sites  by accessing the classified advertisement content of
surforama.com.   Many  web site owners do not have the means to create their own
classified advertising section.  Through our affiliate program, we provide these
owners  a  link  to our web site content.  Thus, when an Internet user clicks on
the  classified advertisement section of a Surforama affiliate, the user is sent
to  the  classified advertisement section of our web site.  However, the user is
not  aware  that  he  or she has left the original web site because the merchant
owner's  name  or logo remains at the top of the web page. Our affiliate program
provides  us with an additional stream of revenue.  The merchant owners agree to
pay  us  a percentage of the dollar amount of products sold through the web site
link  or a fixed rate per visitor sent to our web site. The amount and method of
payment  varies from merchant to merchant.  In addition, by having affiliate web
site  users access our web site and increase traffic, the amount that businesses
are  willing  to  pay  to  advertise  on  our  web  site  increases.

Future Products and Services

We  intend  to  expand  our  business  by creating a rebate program that rewards
customers  for  accessing  the  surforama.com  web  site,  using  our e-mail and
purchasing  products  and  services  through  our web site.  We also plan to add
products  and  services  to our web site such as online coupons and auctions, to
increase  our  presence through regional and national advertising and to further
develop  the  content  of  our  web  site  by  including  information on stocks,
business,  health,  computers,  games,  banking,  newspapers  and  MP3s.

6.     ECoupons

We plan to offer ECoupons.  ECoupons will allow customers to access a variety of
coupons  for  products  and  services.  Consumers  will  have access to discount
coupons  and promotions on selected products and services 24 hour a day from any
computer  connected to the Internet.  Users simply type in their zip code or the
name  of  the city to display coupons for businesses located in the geographical
area  they have specified.  Users then print coupons displayed on their computer
screens  and  take  them  to  the  sponsoring  businesses.

We  intend  to offer the coupon service to businesses free of charge.  We expect
to  generate  revenue  from the increased traffic to our web site created by the
ECoupons.


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7.     Rebatopia.com

At  the  date  of  this  filing,  Rebatopia.com  is  no  longer  in  operation.
Rebatopia.com,  Inc.  is  independent from us.  We are a minority shareholder of
Rebatopia.com,  Inc.  Accordingly,  Rebatopia  is  responsible for all losses it
incurs.  However,  for  accounting  purposes, we record 49.07% of Rebatopia.com,
Inc.'s  loss  into our financial results.  Rebatopia intends to meet any capital
requirements  through  equity financing.  Any profits realized by Rebatopia will
either  be reinvested in its business or paid to its shareholders, including us,
through  the  declaration  of  dividends.

Share Structure of Rebatopia

Rebatopia's Articles of Incorporation currently provide that it is authorized to
issue  up  to  70,000,000  shares of common stock with a par value of $0.001 per
share  and  up  to 5,000,000 shares of preferred stock with par value of $0.001.
As  of  November  30,  2002,  ,  300,000  shares  of common stock are issued and
outstanding  in  the  capital of Rebatopia.  No preferred shares of common stock
are  issued  and  outstanding.

The  shareholders  of  Rebatopia  are  as  follows:

Name of Shareholder       Number of Shares Owned      Percentage of Shares Owned
---------------------     ----------------------      --------------------------
Surforama.com, Inc.             147,210                         49.07%
Source                          147,210                         49.07%
Eurocapital Holdings AVV          5,580                          1.86%


Source's Business

At the date of this filing, Source is also no longer operational and will not be
offered  as  part  of  Surforama's  business  model.

We  have  spent  the  following  amounts on research and development activities:

                                                            Inception to
                                                            November 30, 2002

Research and Development Operating Expenditures:            $ 21,275

To  date,  our  research and development efforts have been financed by investors
who  purchased  our seed shares.  In addition, our officers and programmers have
reduced  our  research  and  development  costs  by  donating  their  time or by
receiving  lower  fees  than  the  fair  market value of their time.  Any future
research  and  development that we undertake will likely be financed through the
sale  of  our  securities.



Market For Our Products and Services

1.  The Internet Economy

The  Internet has dramatically changed the way that millions of people worldwide
share  information,  communicate  and


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conduct  business.  International  Data  Corporation,  or  IDC,  an  independent
technology  research  organization,  estimates that the total number of Internet
users  worldwide  will grow from approximately 196 million at the end of 1999 to
approximately  602  million  by  the  end  of  2003.  IDC further estimates that
worldwide  electronic commerce over the Internet will increase from $111 billion
in  1999  to $1.6 trillion in 2003. Similarly, Forrester Research estimates that
U.S.  business  e-commerce  revenue  will grow from $109 billion in 1999 to $1.3
trillion  in  2003.  The  availability  of  a  broad  range  of  content and the
acceptance  of  electronic  commerce  has  driven  rapid  Internet  adoption  by
businesses  and  consumers alike, which has in turn stimulated the proliferation
of  additional  content and electronic commerce. It is projected that there will
be  720  million  Internet  users  worldwide  by  at  the  end  of  2005.

2.  Expansion Strategy

Our  expansion  into  other  regions  will  depend  on  the  success of our test
marketing  in  British  Columbia  and our ability to raise additional financing.

3.  Advertising and Sales Strategy

Our  web  site  must attract and maintain user traffic to generate revenue.  The
amount  of  advertising revenue that we generate is directly proportional to the
number  of  times that Internet users access our web site and view its contents.
We  intend  to use a combination of Internet, e-mail and traditional advertising
to  promote  our  web  site  and  increase  traffic.

Internet advertising will include traditional banner advertisements, buttons and
hyperlinks  placed  at  high  traffic  web  sites,  as  well  as  reciprocal
advertisements  and affiliate programs.  We will allocate 20% of our advertising
budget  to  Internet  advertising.  Due to the Internet's vast size, it is often
difficult  to  target  regional clientele on a mass scale.  Therefore, selective
regional  Internet  advertising  with an emphasis on niche clientele will be our
highest  priority.

We  will  direct  the  majority  of  our  advertising budget to print, radio and
television media, as well as to having a presence at trade shows.  Initially, we
intend  to  place advertisements in various sections of all major newspapers and
magazines  in  British  Columbia.  Such  advertisements  will target prospective
buyers,  as  well  as  individuals  and  businesses  that will be placing future
advertisements.

Revenue

We  expect  to  generate revenue by selling products and services, private label
websites,  and  advertising.

Our  web site intends to include the Surforama Store, an online shopping service
that  offers  more  than 40,000 products. When a customer accesses the Surforama
Store  by  pressing  an  icon  on  the  web  site,  the customer is linked to an
independent  web  site  operated by an affiliate company.  If a consumer makes a
purchase  from  an affiliate company via our web site, we receive a payment from
the  affiliate  company  equal  to  1%  to 25% of the value of the item or items
purchased.  This  arrangement  allows  us  to  offer our users a wide variety of
consumer  products  with  low  overhead  and  no  inventory.

Our  private  label  product is a fully customized version of our site, offering
online  companies  a  chance  to  offer  our full suite of products and services
without  having to spend the time and money on development. The private labeling
of these sites will generate a one time customization fee based on the amount of
hours needed to customize, and will also generate a monthly maintenance fee that
will  be  based  on  the  size  of  the  customers  site  and  its  activity.

At  present,  our  only  material  advertising  agreement  is with Engage Media.
Pursuant  to  this  agreement,  we  expect  to  receive  an  average of over 200
advertisers  per  month  who  post  banner  advertisements on our web site. Some
advertisers target our site more than others hence some banners from advertisers
will  show  up  more  than  others. Depending on the advertising arrangement, we
either  receive  revenue from these businesses each time an Internet user clicks
on  their  advertisement, or each time an Internet user purchases something from
the  business  as  a  result  of a click-


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through  from  our  web  site.  While  these  advertisement  agreements vary, we
typically  receive  from  $0.01  to $0.80 for each click-through and a 1% to 25%
commission  on  each  click-through  that  leads  to  a  sale.

Currently,  online  advertising  consists primarily of banner advertisements and
sponsorships  on frequently visited portals and other Web sites. However, as the
number  of web sites and amount of advertising on the Internet has proliferated,
we  believe  decreasing  consumer  response  to  banner  advertising  has  led
advertisers  and marketers to question the effectiveness of such advertising and
marketing  campaigns.  Marketers are considering alternative marketing solutions
that encourage consumers not only to pay greater attention to marketing messages
but  also  to  increase  response  rates  to  those  messages.  Conversely, many
consumers prefer to limit the number of advertisements to which they are exposed
and  prefer  to be exposed only to those advertisements for products or services
in  which  they  are  interested.  We  believe that the inability of traditional
banner  advertising to maximize the powerful one-to-one relationships enabled by
the  Internet  has  led  advertisers  to place greater emphasis on online direct
marketing  as  a  more effective means to convert Internet users into customers.

There  are  generally  two  types of advertising:  (a) brand advertising and (b)
response-oriented  advertising.  Brand  advertising  is  intended  to  generate
awareness  of  and  create a specific image for a particular company, product or
service.  In  contrast,  response-oriented  advertising, or direct marketing, is
intended to generate a specific response action from the consumer after exposure
to  an  advertisement.  Response-oriented  advertisers  focus  on the short-term
benefit  of advertising and seek to maximize the number of desired responses per
advertising  dollar.

The  Internet  is  particularly  well  suited  to  response-oriented advertising
because  it is easier for consumers to read and respond to an advertisement than
traditional  direct  response  media such as toll-free numbers or business reply
cards.  In  addition,  measuring  response  rates,  an  essential  element  for
response-oriented  advertisers,  is  easier  with  Internet  advertising than in
traditional  media, enabling advertisers to modify campaigns quickly to increase
response  rates.

Our  banner  advertising  program enables the advertiser to seamlessly track the
performance of an advertising campaign from banner advertisements, to the user's
decision  to  "click"  on  the  banner  and  through  to  any type of "back-end"
transaction,  such  as  registrations,  sales  orders or downloads. This service
allows  the  advertiser  to  evaluate  its  advertising  campaign  on  its  own
predetermined  criteria as the advertiser can track a user's entire path through
the  back-end  to  help  understand  where  in the cycle the consumer decides to
purchase.  In order to enhance banner response and maximize performance, our web
site  supports  HTML,  Java(TM),  Enliven(TM), Comet Cursor(TM), Real Audio(TM),
Real  Video(TM),  The  Thinking  Media(TM),  Audiobase(TM),  Unicast
Superstitials(TM),  BlueStreak,  E*Banner(TM),  First  Virtual  VADz(TM), audio,
video  and  more.

Competition

Our  main  competitors  in  our  classified  services  are  local newspapers and
classifieds2000.com  in  Canada,  and adquest.com in the United States. Our main
competitors

1.  Local Newspapers

In  our  initial  target  area of British Columbia, our main competitors will be
local  daily  newspapers  with  extensive  classified sections.  Most classified
advertisements  in  these local newspapers are extremely brief and expensive for
the  consumer.  Websites  created  by such local newspapers duplicate content of
the  actual  advertisements  that  customers  have  placed  in  the  newspapers.

We anticipate that we will be able to overcome competition from local newspapers
because  we  offer  free  advertising  to  consumers while they charge for these
services.


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2.  Classifieds2000

Classifieds2000  was  initially  a supplier of classified advertising content to
Netscape  and  several  well-known  Internet search engines.  One of the biggest
advantages  of  using  Classifieds2000 is the enormous content available in each
advertising  category.  Although, some advertisements on the Classifieds2000 web
site  are  over  18  months  old.

Our web site automatically purges old advertisements from 30 to 90 days from the
original  date  of  the  posting  depending  on  user  preference.

3.  Adquest

Adquest  displays  classified  advertisements  from  all major newspapers in the
United States on the Internet.  However, since only newspaper advertisements are
listed,  the  advertisements tend to be short and do not include pictures, audio
or  multimedia.  Because  Adquest  only  provides content, users are not able to
list  their  own  advertisements,  which  translates into a low number of repeat
users.

Both  Classifieds2000  and  Adquest are established businesses in the classified
advertisement  field with far greater market recognition and financial resources
than  us.  In order for us to succeed, we will have to successfully compete with
Classifieds2000  and  Adquest, as well as numerous smaller competitors, in their
established  markets,  or  develop  new  markets.

Hotmail.com,  Mail.com,  and  Yahoomail.com are our three largest competitors in
the  free  email  market.  Almost  every  web site on the Internet offers a free
email  service  and  the  average user has more than three email addresses each.
However,  we do not compete directly with any one company for this business.  We
provide  free e-mail service to Internet users in order to increase user traffic
to  our  web  site and generate additional advertising revenue.  Each time users
want  to  check  their  email,  they  must  access  our  web  site.

AOL.com,  and Yahoo.com, are two of the largest e-commerce sites and competitors
on  the  Internet.  However,  with  regard  to  our  operations,  we are also in
competition  with  any  web  enabled  e-commerce  site  on  the  Internet.  The

co-branding  of  our  classified  services and our Surforama Store are primarily
added-value  services we provide to our members in order to create stickiness on
our  website.  In  our  industry, stickiness refers to the ability of a web site
and  the  web  site content to retain users/members.  A web site's core products

and services, along with added value products and services that are usually free
offer  a  form  of  incentive to user/members to repeatedly visit a web site and
encourage  longer  visits.


Government Regulation

Due  to the increasing popularity and use of the Internet, it is possible that a
number  of  laws  and  regulations  may  be adopted with respect to the Internet
generally,  covering  issues  such as user privacy, pricing, and characteristics
and  quality of products and services.  Similarly, the growth and development of
the  market  for  Internet commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on those companies conducting
business  over  the  Internet.  The adoption of any such laws or regulations may
decrease  the  growth  of commerce over the Internet, increase our cost of doing
business  or  otherwise  have  a  harmful  effect  on  our  business.

To  date,  governmental  regulations  have  not materially restricted the use or
expansion  of  the  Internet. However, the legal and regulatory environment that
pertains  to the Internet is uncertain and may change. New and existing laws may
cover  issues  that  include:


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     -    Sales  and  other  taxes;
     -    User  privacy;
     -    Pricing  controls;
     -    Characteristics  and  quality  of  products  and  services;
     -    Consumer  protection;
     -    Cross-border  commerce;
     -    Libel  and  defamation;
     -    Copyright,  trademark  and  patent  infringement;  and
     -    Other  claims  based  on the nature and content of Internet materials.

These  new  laws  may  impact  our  ability  to market our products and services
offered  on  our  web  site  in  accordance  with  our  business  plans.

We  may have to qualify to do business in other jurisdictions.  If we make sales
of  our products or services, we anticipate that sales and our customers will be
in  multiple  states and foreign countries.  As our customers may reside in such
states  and foreign countries, such jurisdictions may claim that we are required
to  qualify  to  do business as a foreign company in each such state and foreign
country.  Failure  to  qualify  as  a  foreign  company  in a jurisdiction where
required  to  do  so  could  subject  us  to  taxes  and  penalties.

We  are  not  aware  of  any  environmental  laws that will be applicable to the
operation  of  our  business.

Employees

We  do  not have any employees other than our directors and officers.  We retain
independent  consultants on a contract basis to develop and market our web site.

Risk Factors

If We Do Not Obtain Additional Financing, Our Business Will Fail

As  at  November 30, 2002, we had cash in the amount of $555.  Our business plan
calls  for on going expenses in connection with maintaining our web sites. These
expenses  will  be  partially paid for by initial customization fees and monthly
maintenance  fees  from potential customers who we will be providing content to,
while  improving  our  offerings.  Since  our inception, we have incurred losses
totaling  $321,590.  This  amount  would  have  been  higher if we did realize a
non-recurring  gain  we  realized by selling a partial interest in Rebtopia.com,
Inc. pursuant to a terminated sale agreement.  There is no expectation that that
we  will  continue  receive  funds  of  this  nature.  Accordingly,  we may lose
significant  money  in  the  foreseeable  future.

If  we  are  not  able  to  raise  the  funds necessary to fund our research and
development  objectives, we may have to delay the implementation of our business
plan.

We  do  not  have any arrangements for financing and we can provide no assurance
that  we  will  be  able to obtain the required financing when needed. Obtaining
additional  financing  will  be  subject  to  a  number  of  factors, including:

     -    Market  conditions;
     -    Investor  acceptance  of  our  business  plan;  and
     -    Investor  sentiment.

These  factors  may  make the timing, amount, terms and conditions of additional
financing  unattractive  or  unavailable  to  us.  If  we  are not successful in
achieving financing in the amount necessary to develop and market our web sites,


                                       11

<PAGE>

then  we  will  not  be  able  to  achieve  revenues and our business will fail.

Because We Have Only Recently Commenced Business Operations, We Face A High Risk
of  Business  Failure

We  were incorporated in October 1999.  Our Internet web site was also developed
in  1999.  Accordingly,  you can evaluate our business, and therefore our future
prospects,  based  only  on  a limited operating history.  In addition, you must
consider  our  prospects  in light of the risks and uncertainties encountered by
companies  in an early stage of development in new and rapidly evolving markets.

We  acquired  the website address rights to surforama.com in 1999 and the rights
to rebatetopia.com and rebatoptia.com in 2000.  We did not earn any revenues for
the fiscal year ended November 30, 2002.  Accordingly, we have minimal operating
history  from  which  investors  can  evaluate  our business. An investor should
consider  the risks, expenses and uncertainties that an early stage company like
ours  faces.  These  risks  include  our  ability  to:

     -    Develop  a  functioning  and  marketable  website;
     -    Offer  products  and  services  that  are  easy  to use and desired by
          merchants  and  consumers;
     -    Successfully  market  our  existing and planned products and services;
     -    Convince  potential  customers  to  visit  our  websites  and purchase
          products  from  our  Surforama  Store;
     -    Convince  merchants  to  pay  us  for accessing classified advertising
          content  on  our  surforama.com  website.
     -    Respond  effectively  to  competitive  pressures;
     -    Continue  to  develop  and  upgrade  our web sites once development is
          complete.

If  we are unsuccessful in addressing these risks, our business will most likely
fail.

Because  We Have Only Recently Commenced Business Operations, We Expect to Incur
Operating  Losses  For  The  Foreseeable  Future

We  have  incurred  losses  totaling  $321,590 since our inception on August 10,
1999.  In  the near future, we anticipate that we will incur increased operating
expenses  without  obtaining  increases  in  revenues  from sales.  We therefore
expect  to  incur  significant  losses  into  the  foreseeable  future.

If  we  are  unable  to  generate  significant revenues from our operations, our
business  will  fail.

If  we  are  unable to generate significant revenues from advertising on our web
sites,  sales  from  our  Surforama  store, sales of access to our Surforama.com
affiliate  program,  we  will  not  be able to achieve profitability or continue
operations.

Because  We  Are  A  Development  Stage Company, Our Business Has A High Risk Of
Failure

As  noted in our financial statements that are included with this prospectus, we
are  a  development  stage  company  that is currently developing two web sites.
These  conditions,  as  indicated  in  the  audit  report  of  Morgan & Company,
Chartered  Accountants, raise substantial doubt as to our continuance as a going
concern. To date, we have completed only partial development of viable web sites
offering products and services and we can provide no assurance that the products
and  services  offered and under development will have a commercial application.
The  success  of  our business operations will depend upon our ability to obtain
further  financing  to  complete  successful  development  of the program and to
attain  profitable operations. It is not possible at this time for us to predict
with  assurance  the  outcome  of these matters.  If we are not able to complete
successful  development  of  the  program  and  attain  sustainable  profitable
operations,  then  our  business  will  fail.


                                       12

<PAGE>

If  We  Become  Subject  To  Burdensome  Government  Regulations  Affecting  The
Internet,  Our  Business  Could  Be  Adversely  Affected

To  date,  governmental  regulations  have  not materially restricted use of the
Internet  in  our  markets.  However,  the legal and regulatory environment that
pertains  to  the  Internet  is  uncertain  and  may change. Uncertainty and new
regulations  could  increase  our  costs  of  doing business and prevent us from
delivering  our  products  and  services  over  the  Internet. The growth of the
Internet may also be significantly slowed. This could delay growth in demand for
our  network  and  limit the growth of our revenues. In addition to new laws and
regulations being adopted, existing laws may be applied to the Internet. New and
existing  laws  may  cover  issues  that  include:

     1.   sales  and  other  taxes;
     2.   user  privacy;
     3.   pricing  controls;
     4.   characteristics  and  quality  of  products  and  services;
     5.   consumer  protection;
     6.   cross-border  commerce;
     7.   libel  and  defamation;
     8.   copyright,  trademark  and  patent  infringement;  and
     9.   other  claims  based  on the nature and content of Internet materials.

If  We  Are  Unable To Hire And Retain Key Personnel, Then We May Not Be Able To
Implement  Our  Business  Plan

We  depend on the services of our senior management and key technical personnel.
In particular, our success depends on the continued efforts of our president and
chief  executive officer, Edward Yau, and our Vice President and chief operating
officer,  Mike Hanson. The loss of the services of Mr. Yau, Mr. Hanson or any of
our key management, sales or technical personnel could have an adverse effect on
our  business,  financial  condition and results of operations. In addition, our
success is largely dependent on our ability to hire highly qualified managerial,
sales  and  technical  personnel  within  Canada.   These  computer programmers,
technical  personnel  and  sales  and marketing personnel with experience in the
computer industry are in high demand and we may not be able to attract the staff
we need at a cost that is within our operating budget.  In addition, we may lose
employees  or  consultants  that  we  hire due to higher salaries and fees being
offered  by  competitors  or  other  businesses  in  the  computer  and Internet
industries.


If  We Are Not Able To Effectively Respond To Competition, Our Business May Fail

The  e-commerce  industry  is  intensely competitive in all its phases.  We will
face  competition  from  competitors  who offer products and services similar to
ours.  These  competitors  have completed development of their web sites and are
presently marketing their products and services.  Accordingly, these competitors
have  already  begun  to  establish  brand-recognition  with consumers.  We will
attempt  to  compete  against  these competitors by developing features, ease of
use,  and  enhanced performance that exceed the features and performance offered
by  competing products and services.  However, we cannot assure you that our web
site  functionality  and  content  will  outperform  competing  products or that
competitors  will  not  develop  new  or modified versions of their products and
services  whose  performance equals or exceeds what we provide.  In addition, we
may  face  competition  based  on price.  If our competitors lower the prices on
their  products  and  services, then it may not be possible for us to market our
products  and  services  at  prices  that  are  economically  viable.  Increased
competition  could  result  in:

     -    Lower  than  projected  advertising  fees  from  our  web  sites;
     -    Price  reductions  and lower profit margins on our goods and services;
     -    Our inability to develop and maintain our web sites and offer products
          and  services  with  features  and  usability  sought  by  potential
          customers.


                                       13

<PAGE>

     -    Any  one  of  these  results  could  adversely  affect  our  business,
          financial  condition  and  results  of  operations.  In  addition, our
          competitors  may  develop competing products and services that achieve
          greater  market  acceptance.  It is also possible that new competitors
          may  emerge  and  acquire  significant  market share. Our inability to
          achieve  sales  and  revenue  due  to competition will have an adverse
          effect on our business, financial condition and results of operations.

Our  Securities  May  Be  Subject  To  Penny  Stock  Regulation.

If  the  price  of our common stock falls below $5.00 per share, then we will be
subject  to  "penny  stock"  regulation.  "Penny  stock" rules impose additional
sales  practice  requirements  on  broker-dealers  who  sell  such securities to
persons  other  than  established  customers and accredited investors (generally
those with assets in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000  together with a spouse).  For transactions covered by these rules, the
broker-dealer  must make a special suitability determination for the purchase of
such  securities  and  have  received  the  purchaser's  written  consent to the
transaction  prior to the purchase.  Additionally, for any transaction involving
a  penny  stock,  unless  exempt,  the  rules require the delivery, prior to the
transaction,  of  a disclosure schedule prescribed by the Commission relating to
the  penny  stock  market.  The broker-dealer also must disclose the commissions
payable  to both the broker-dealer and the registered representative and current
quotations  for  the  securities.  Finally,  monthly  statements  must  be  sent
disclosing  recent  price  information  on  the  limited market in penny stocks.
Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell our shares of common stock.  The market price of our shares would likely
suffer  as  a  result.

Our Stock Price Will Likely Be Volatile.

While our shares are quoted for trading on the NASD OTC Bulletin Board, to date,
there  has  been  no trading volume.  We anticipate that the market price of our
common stock will be subject to wide fluctuations in response to several factors
including:

     -    Our ability to complete the development of the Surforama and Rebatopia
          web  sites;
     -    Our  ability  to  generate  revenues from advertising sales on our web
          sites;
     -    Our  ability  to  generate  revenues  from  the  sales of products and
          services  on  the  Surforama  web  site;
     -    Our  ability  to  convince  merchants  to  pay  us  for  using  the
          Surforama.com  Affiliate  Program;
     -    Our  ability  to  generate  brand  recognition  of  our  web  sites; -
          Increased  competition  from competitors who offer competing products;
          and
     -    Our  financial  condition  and  results  of  our  operations.

Forward-Looking Statements

This  Form  10-KSB  contains  forward-looking  statements that involve risks and
uncertainties.  We  use words such as anticipate, believe, plan, expect, future,
intend  and similar expressions to identify such forward-looking statements. You
should  not  place  too  much  reliance on these forward-looking statements. Our
actual  results  are likely to differ materially from those anticipated in these
forward-looking  statements  for  many  reasons, including the risks faced by us
described  in  the  above "Risk Factors" section and elsewhere in this document.


                                       14



<PAGE>

ITEM 2:  DESCRIPTION OF PROPERTY

Our  executive  offices  are  located at 867 West 8th Avenue, Vancouver, British
Columbia,  Canada.  Mr.  Mike Hanson provides office space to us free of charge.


ITEM 3:  LEGAL PROCEEDINGS

There  are  no  legal  proceedings  pending  or  threatened  against  us.


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

None


                                     PART II

ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER  MATTERS

Market Information

The  Company's  common stock is currently quoted for trading on the OTC Bulletin
Board,  which  is  sponsored  by the National Association of Securities Dealers.
The  OTC Bulletin Board is a network of security dealers who buy and sell stock.
The  dealers  are  connected  by a computer network that provides information on
current "bids" and "asks", as well as volume information.  Our shares are quoted
on  the  OTC  Bulletin  Board  under  the  symbol  "SRFO".

To  date,  none  of  our  shares  have  traded through the facilities of the OTC
Bulletin  Board.  We currently have 35 shareholders of record as of November 30,
2002.

Rule 144 Shares

A total of 19,828,899 shares of our common stock are available for resale to the
public  in accordance with the volume and trading limitations of Rule 144 of the
Act.  In  general,  under  Rule  144,  as  currently in effect, a person who has
beneficially  owned  shares of a company's common stock for at least one year is
entitled  to sell within any three month period a number of shares that does not
exceed  the  greater  of:

1.     1% of the number of shares of the company's common stock then outstanding

which,  in  our  case, will equal approximately 198,289 shares as of the date of
this  prospectus;  or

2.     the  average  weekly  trading volume of the company's common stock during
the  four  calendar  weeks  preceding  the  filing  of a notice on form 144 with
respect  to  the  sale.

Sales  under  Rule  144 are also subject to manner of sale provisions and notice
requirements  and  to  the  availability of current public information about the
company.


                                       15

<PAGE>

Under  Rule  144(k),  a person who is not one of the company's affiliates at any
time  during  the  three months preceding a sale, and who has beneficially owned
the  shares  proposed  to  be  sold  for at least two years, is entitled to sell
shares  without  complying  with  the manner of sale, public information, volume
limitation  or  notice  provisions  of  Rule  144.

As  of  the  date  of  this  prospectus,  persons  who  are  our affiliates hold
11,820,100  of  the  19,828,899  shares  that  may be sold pursuant to Rule 144.

Stock Option Grants

To  date,  we  have  not  granted  any  stock  options.

Registration Rights

We  have  not  granted registration rights to the selling shareholders or to any
other  persons.

Dividends

There  are  no  restrictions  in  our  articles  of incorporation or bylaws that
prevent  us  from  declaring dividends. The Nevada Revised Statutes, however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

     1.   we  would not be able to pay our debts as they become due in the usual
          course  of  business;  or

     2.   our  total  assets would be less than the sum of our total liabilities
          plus  the  amount  that  would  be  needed  to  satisfy  the rights of
          shareholders  who have preferential rights superior to those receiving
          the  distribution.

We  have not declared any dividends, and we do not plan to declare any dividends
in  the  foreseeable  future.


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

Plan of Operation

During  the  fiscal  year  ended  November  30,  2002, we attempted to raise the
necessary  funds  to  conduct  our  business  plan.  To  date,  we  have  been
unsuccessful  in securing the require financing.  Consequently, unless we secure
funding,  of which there is no guarantee, we will be forced to either revise our
business  plan or acquire an interest in a different business opportunity.  This
may  result  in  the  abandonment  of  our  current  plan  of  operations.

Our  plan  of operations for the next twelve months is to sustain operations and
maintain  the  integrity  of the corporate entity.   As the date of this filing,
management  has  verbally committed, if necessary, to provide sufficient working
capital  to  support the Company as an ongoing basis.  The Company does not have
any  formal  commitments  or  arrangements for the advancement or loan of funds.
Without  the  necessary  cash  flow,  the Company may be dormant during the next
twelve  months,  or  until such time as necessary funds are raised in the equity
securities  market.  Meanwhile,  the  Company will continue its search for other
business  opportunities  that  are  complementary  to  its  existing  assets.

In  building  our  internal  administrative and managerial organization, we will
continue  to  minimize  the  hiring  of  full-time employees. Without sufficient
revenues,  we  will  continue  limiting  our  employees  to  our  president  and
vice-president.  We  anticipate that our operational and administrative expenses
for  the  next  12  months  will total $75,200. A breakdown


                                       16

<PAGE>

of  these  anticipated  expenses  are  as  follows:

Expenses

     Amortization                                  $21,000
     Consulting fees                               $ 2,400
     Office and sundry                             $ 7,800
     Professional fees                             $44,000

     Total:                                        $75,200
                                                   -------

The  foregoing  represents  our best estimate of our cash needs based on current
planning  and business conditions.  The exact allocation, purposes and timing of
any  monies  raised  in  subsequent  private  financings  may vary significantly
depending upon the exact amount of funds raised and status of our business plan.

In  the  event  we  are  not successful in reaching our initial revenue targets,
additional  funds  may be required and we would then not be able to proceed with
our business plan for the development and marketing of the our core products and
services.  Should  this  occur,  we  would  likely  seek additional financing to
support  the  continued  operation  of  our  business.

We anticipate that depending on market conditions and our plan of operations, we
could  incur  operating  losses  in  the  foreseeable  future.  We  base  this
expectation,  in  part,  on  the  fact  that  we  run  on a very tight budget in
completing  the  development  of  our software and website and do not anticipate
earning  any substantial revenues until sometime next year. Our future financial
results are also uncertain due to a number of factors, some of which are outside
our  control.  These  factors  include,  but  are  not  limited  to:

     -    our  ability  to develop a commercially marketable product and service
          with  the  features  and  functionality sought by potential customers;
     -    our ability to successfully market co-brand and private label our site
          to  potential  customers;
     -    our  ability  to charge customers a license fee that will enable us to
          generate  revenues  exceeding  operating  costs;
     -    the  introduction  and  availability  of  competing  products  by
          competitors.


Results of Operations

From  the  date  of Surforama.com Portal Services Inc.'s incorporation on August
10,  1999 to November 30, 2002, management has focused on the development of the
surforama.com  and rebatopia.com web sites.  One computer programmer and two web
site developers have spent a total of approximately 4,350 hours constructing our
classified  advertisement  portal.  These  individuals  have  not charged us for
their  services.

From the date of Rebatopia's incorporation to present, management focused on the
development  of  the rebatopia.com web site. One computer programmer and two web
site developers have spent a total of approximately 3,300 hours constructing our
shopping  and  tracking portal.  At the date of this filing, Rebatopia.com is no
longer  in  operations.


In  connection  with the development of our surforama.com web site in the fiscal
year  ended  November  30, 2002, we incurred a net loss of $216,523.  During the
fiscal  year  we  had no revenues. These losses include $20,848 for amortization
costs  relating  to  our  computer  equipment,  professional and consulting fees
totaling  $46,374, office expenses in the amount of $7,771, and a $150,992 write
off  of  investment  in  and  advances  to  Rebatopia.com,  Inc.


                                       17

<PAGE>

As  compared  with  our  fiscal  year ended November 30, 2001, our total revenue
decreased  by  $59,843 in the current fiscal year.  The Company did not earn any
revenues  for  the  fiscal  year due to the lack of traffic on our website and a
general  slowdown  in  the  Internet  industry.

Since  incorporation,  we  have  funded  our  operations  through private equity
financings and common share issuances in exchange for services. We have raised a
total  of $185,881 from selling or exchanging our securities in this time frame.
As  at  November 30, 2002, our assets were recorded at $1,366 consisting of cash
of  $555,  and  computer  equipment  valued  at  $811. At November 30, 2002, our
liabilities  totaled  $137,482  and  consisted  of  accounts payable and accrued
liabilities  of  $13,566,  advances  due  to shareholders of $113,927 and a loan
payable  of  $4001.

On  May  22,  2002,  we  reported  on  a  Form 8-K filed with the Securities and
Exchange  Commission  that  on  May  21,  2002  the Company obtained one hundred
percent  (100%)  of  the  issued  and  outstanding  capital  stock  of  Loop
Communications  Inc.  ("Loop"), a company incorporated under the laws of Canada,
pursuant  to an Acquisition Agreement.  The Acquisition Agreement was also filed
with  the  Form  8-K  dated  May  22,  2002.

However,  Loop  failed  to  fully  comply  with  a  provision of the Acquisition
Agreement  that  survived  closing,  resulting in our agreement to set aside the
acquisition  pending  compliance.  Specifically, Loop failed to provide "audited
consolidated  financial  statements,  prepared  in accordance with United States
generally  accepted accounting principles that fairly represent Loop's financial
position  at  that  date" in accordance with paragraph (1)(e) of the Acquisition
Agreement.

In  order  to resolve the issue, we entered into an Amendment to the Acquisition
Agreement  with Loop.  This agreement, however, was also terminated as of August
14,  2002  when the parties determined that Loop was unlikely to comply with the
requirements  of  the  amended  agreement  within  the  extended  period.

On  August  14,  2002,  our  two  largest  shareholders,  agreed  to sell all of
their  interest  in  our  company  to  David  Parker an investor and businessman
from  Ft.  Worth  Texas.  The  agreement calls for the purchase by Mr. Parker of
all  of  the  11,820,000  shares  held by Edward Yau and Mike Hanson, two of our
directors  and  officers.  These  shares  represent  over  59% of our issued and
outstanding common stock and thus this agreement would result in the transfer of
control  over  the  company, if completed.  The purchase price for the shares is
$118,200.  The agreement has been extended and remains contingent on the parties
due  diligence  and completion of several conditions prior to sale.  The parties
anticipate  that following the completion of the transaction and transfer of the
stock  or  before,  Mr.  Parker  will  be  appointed  to  the  board.

We  believe  that  the  above  discussion  contains  a number of forward-looking
statements.  Our  actual  results  and  our actual plan of operations may differ
materially  from  what  is  stated  above.  Factors  which  may cause our actual
results  or  our  actual plan of operations to vary include, among other things,
decisions  of  our  board of directors not to pursue a specific course of action
based  on  its  re-assessment of the facts or new facts, changes in the Internet
business  or  general  economic conditions and those other factors identified in
this  prospectus.



                                      18

<PAGE>

                          ITEM 7:  FINANCIAL STATEMENTS

ITEM 7          Financial Statements

The  following  financial  statements,  financial  statement  schedules  and
supplementary  date  are  included:

     F-1  Independent  Auditors'  Report

     Audited  Financial  Statements:

     F-2  Consolidated  Balance  Sheets  -  November 30, 2001 and November, 2002

     F-3  Consolidated  Statements  of  Operations  and  Deficits-  Years  Ended
          November  30,  2001  and  November  30,  2002

     F-4  Consolidated  Statements of Cash Flows - Years Ended November 30, 2001
          and  November  30,  2002

     F-5  Consolidated Statements of Stockholder's Equity - Years Ended November
          30,  2001  and  November  30,  2002

     F-6  Notes  to  Consolidated  Financial  Statements


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

None.



                                       19

<PAGE>








                               SURFORAMA.COM, INC.
                          (A Development Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                           NOVEMBER 30, 2002 AND 2001
                             (Stated in U.S. Dollars)









<PAGE>

                                                        MORGAN
                                                      & COMPANY
                                                        CHARTERED ACCOUNTANTS



                                AUDITORS' REPORT




To the Shareholders and Directors
Surforama.com, Inc.
(A Development Stage Company)

We  have  audited  the  consolidated  balance  sheets  of Surforama.com, Inc. (a
development  stage  company)  as  at  November  30,  2002  and  2001,  and  the
consolidated  statements  of  operations  and  deficit  accumulated  during  the
development  stage,  cash  flows,  and  stockholders' equity for the years ended
November 30, 2002 and November 30, 2001, and for the period from August 10, 1999
(date  of  inception)  to  November  30,  2002.  These  consolidated  financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audits.

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

In  our  opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at November 30, 2002
and  2001,  and the results of its operations and cash flows for the years ended
November 30, 2002 and November 30, 2001, and for the period from August 10, 1999
(date  of  inception)  to  November  30,  2002  in accordance with United States
generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
financial  statements,  the  Company  has suffered recurring losses and net cash
outflows from operations since inception.  These factors raise substantial doubt
about  the  Company's ability to continue as a going concern. Management's plans
in  regard  to  these  matters  are  also  discussed in Note 1.  These financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.



Vancouver, B.C.                                            /s/ Morgan & Company

February 24, 2003                                          Chartered Accountants


Tel: (604) 687-5841        MEMBER OF               P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075           ACPA          Suite 1488 - 700 West Georgia Street
www.morgan-cas.com        INTERNATIONAL                  Vancouver, B.C. V7Y 1A1


                                     F-1

<PAGE>


                              SURFORAMA.COM, INC.
                          (A Development Stage Company)


                           CONSOLIDATED BALANCE SHEETS
                            (Stated in U.S. Dollars)


------------------------------------------------------------------------
                                                         NOVEMBER 30
                                                     2002          2001
------------------------------------------------------------------------


ASSETS
Current
  Cash and cash equivalents                      $      555   $   1,487
  Prepaid expense                                         -       1,600
                                                 -----------  ----------
                                                        555       3,087
Investment In And Advances To
 Rebatopia.com, Inc. (Note 3)                             -     153,706
Capital Assets, net of accumulated
 amortization of $1,145 (2001 - $797)                   811       1,159
Software Development Costs, net of
 accumulated amortization of $61,500
 (2001 - $41,000)                                         -      20,500
                                                 -----------  ----------
                                                 $    1,366   $ 178,452
========================================================================

LIABILITIES
Current
  Accounts payable and accrued liabilities       $   13,566   $  21,492
  Advances due to shareholder (Note 5)              113,927      62,435
  Loans payable, current portion                      6,079       4,063
                                                 -----------  ----------
                                                    133,572      87,990
Loans Payable (Note 4)                                3,910       9,927
                                                 -----------  ----------
                                                    137,482      97,917
                                                 -----------  ----------

STOCKHOLDERS' EQUITY (DEFICIENCY)

Capital Stock
  Authorized:
    70,000,000 common shares, par value
      $0.001 per share
     5,000,000 preferred shares, par value
      $0.001 per share
  Issued and outstanding:
    19,828,899 common shares at November 30,
      2002 and 2001                                  19,829      19,829
  Additional paid in capital                        168,560     168,560

Deficit Accumulated During The
 Development Stage                                 (321,997)   (105,474)
Cumulative Translation Adjustment                    (2,508)     (2,380)
                                                 -----------  ----------
                                                   (136,116)     80,535
                                                 -----------  ----------
                                                 $    1,366   $ 178,452
========================================================================


Nature Of Operations (Note 1)


                                     F-2


<PAGE>

                              SURFORAMA.COM, INC.
                          (A Development Stage Company)

                CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                            (Stated in U.S. Dollars)


--------------------------------------------------------------------------------
                                                                     PERIOD FROM
                                                                       DATE OF
                                                                      INCEPTION
                                                                      AUGUST 10
                                                  YEARS ENDED          1999 TO
                                                  NOVEMBER 30        NOVEMBER 30
                                              2002          2001         2002
--------------------------------------------------------------------------------


Revenue
  Advertising                             $         -   $     6,443   $   9,949
  Consulting services                               -        53,400      53,400
  Consulting fees from related party                -             -      55,279
                                          --------------------------------------
                                                    -        59,843     118,628
                                          --------------------------------------

Expenses
  Amortization                                 20,848        20,996      62,645
  Bad debts                                         -        11,800      11,800
  Stock based consulting fees                       -             -      20,990
  Consulting services                           2,400        36,134     112,817
  Office and sundry                             7,771         5,260      20,834
  Professional fees                            43,974        24,548      92,795
  Transfer agent                                    -         1,636       1,636
  Travel                                            -             -       2,524
  Website development and maintenance               -         6,811      21,275
                                          --------------------------------------
                                               74,993       107,185     347,316
                                          --------------------------------------

Loss From Operations                          (74,993)      (47,342)   (228,688)

Interest Income                                11,152        13,602      29,835
Gain On The Disposal Of A Partial
 Interest In Rebatopia.com, Inc. Related

 To A Terminated Sale Agreement                     -             -      99,972
Equity In Loss Of Rebatopia.com, Inc.          (1,690)      (49,150)    (71,717)
Write Off Of Investment In And
 Advances To Rebatopia.com, Inc.             (150,992)            -    (150,992)
                                          --------------------------------------

Net Loss For The Year                        (216,523)      (82,890)  $(321,590)
                                                                      ==========
Deficit Accumulated During
 The Development Stage,
 Beginning Of Year                           (105,474)      (22,584)
                                          --------------------------

Deficit Accumulated During The
 Development Stage, End Of Year           $  (321,997)  $  (105,474)
====================================================================


Net Loss Per Share                        $     (0.01)  $     (0.01)
====================================================================

Weighted Average Number
 Of Shares Outstanding                     19,828,899    19,828,899
====================================================================



                                     F-3

<PAGE>

                              SURFORAMA.COM, INC.
                         (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Stated in U.S. Dollars)



--------------------------------------------------------------------------------
                                                                    PERIOD FROM
                                                                      DATE OF
                                                                     INCEPTION
                                                                     AUGUST 10
                                                   YEARS ENDED        1999 TO
                                                   NOVEMBER 30      NOVEMBER 30
                                                 2002       2001        2002
--------------------------------------------------------------------------------

Cash Flows From Operating Activities
  Net (loss) income for the year              $(216,523)  $(82,890)  $(321,590)
  Items not involving cash:
    Amortization                                 20,848     20,996      62,645
    Shares issued for other than cash                 -          -      20,990
    Gain on the disposal of a partial
     interest in Rebatopia.com, Inc.
     related to a terminated sale agreement           -          -     (99,972)
    Equity in loss of Rebatopia.com, Inc.         1,690     49,150      71,717
    Write off of investment in and
     advances to Rebatopia.com, Inc.            150,992          -     150,992

Adjustments To Reconcile Net Income To
 Net Cash Used By Operating Activities
  Accrued interest receivable                     1,702    (13,602)    (16,691)
  Accounts payable and accrued liabilities       (7,926)     5,496      13,566
  Prepaid expenses                                1,600     (1,600)          -
  Advances due from shareholder                  51,492     62,435     113,927
                                              ----------------------------------
                                                  3,875     39,985      (4,416)
                                              ----------------------------------

Cash Flows From Financing Activities
  Common stock issued                                 -          -     105,899
  Loan advances, net                             (4,001)    13,990       9,989
                                              ----------------------------------
                                                 (4,001)    13,990     115,888
                                              ----------------------------------

Cash Flows From Investing Activities
  Acquisition of computer equipment                   -          -      (1,956)
  Investment in Rebatopia.com, Inc.                   -          -      (1,500)
  Proceeds on disposal of interest
   in Rebatopia.com, Inc.                             -          -     100,000
  Advanced to Rebatopia.com, Inc.                  (678)   (76,635)   (204,546)
  Net asset deficiency of legal parent at
   date of reverse take-over transaction              -          -        (407)
                                              ----------------------------------
                                                   (678)   (76,635)   (108,409)
                                              ----------------------------------

Effect Of Exchange Rate Changes On Cash            (128)       403      (2,508)
                                              ----------------------------------

Net Change In Cash And Cash Equivalents            (932)   (22,257)        555

Cash And Cash Equivalents, Beginning Of Year      1,487     23,744           -
                                              ----------------------------------

Cash And Cash Equivalents, End Of Year        $     555   $  1,487   $     555
================================================================================


                                     F-4

<PAGE>

                               SURFORAMA.COM, INC.
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                NOVEMBER 30, 2002
                            (Stated in U.S. Dollars)



                             COMMON STOCK
                      -----------------------------
                                         ADDITIONAL          CUMULATIVE
                                           PAID-IN           TRANSLATION
                        SHARES     AMOUNT  CAPITAL  DEFICIT  ADJUSTMENT   TOTAL
                      ----------------------------------------------------------
November - Shares
 issued for stock
 based consulting
 fees                  4,386,806 $ 4,387 $ 16,603  $      -  $     -   $ 20,990

November - Shares
 issued for software
 development costs    12,853,194  12,853   48,647         -        -     61,500

November - Exchange
 of shares to acquire
 subsidiary
 Surforama.com
Portal Services Inc. (17,240,000)      -        -         -        -          -
 Surforama.com, Inc.  17,240,000       -        -         -        -          -

Net asset deficiency
 of legal parent
 at date of reverse
 take-over transaction         -       -        -      (407)       -       (407)

November - Shares
 issued for cash
 at $0.001             2,500,000   2,500   14,500         -        -     17,000

November - Shares
 issued for cash
 at $1.00                 12,250      12   12,238         -        -     12,250

Translation
 adjustment                    -       -        -         -       85         85

Net loss for
 the period                    -       -        -   (23,934)       -    (23,934)
                      ----------------------------------------------------------

Balance,
 November 30, 1999    19,752,250  19,752   91,988   (24,341)      85     87,484


June - Shares
 issued for cash
 at $1.00                 76,649      77   76,572         -        -     76,649

Translation
 adjustment                    -       -        -         -   (2,868)    (2,868)

Net income for
 the year                      -       -        -     1,757        -      1,757
                      ----------------------------------------------------------

Balance,
 November 30, 2000    19,828,899  19,829  168,560   (22,584)  (2,783)   163,022

Translation
 adjustment                    -       -        -         -      403        403

Net loss for
 the year                      -       -        -   (82,890)       -    (82,890)
                      ----------------------------------------------------------

Balance,
 November 30, 2001    19,828,899  19,829  168,560  (105,474)  (2,380)    80,535

Translation
 adjustment                    -       -        -         -     (128)      (128)

Net loss for
 the year                      -       -        -  (216,523)       -   (216,523)
                      ----------------------------------------------------------

Balance,
 November 30, 2002    19,828,899 $19,829 $168,560 $(321,997) $(2,508) $(136,116)
                      ==========================================================



                                     F-5

<PAGE>

                               SURFORAMA.COM, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



1.     NATURE OF OPERATIONS

a)     Organization

The Company was incorporated in the State of Nevada, U.S.A. on October 22, 1999.
The  Company's  wholly owned subsidiary, Surforama.com Portal Services Inc., was
incorporated  under  the  Canada  Business  Corporations Act on August 10, 1999.

b)     Development Stage Activities

The  Company  intends  to  develop  and market end to end online advertising and
classifieds  solutions for service providers, corporations and individuals.  The
Company  was  created  to  give  product  and  service  oriented  businesses  an
alternative source of advertising and exposure that will be more cost effective,
and  reach  a  much  larger audience than traditional methods.  The Company will
offer  consumers  a  popular  and  fast  way  to  find  job  searches, vehicles,
personals,  real  estate,  apartment  rentals,  daily  news  and  the ability to
purchase  products  directly  from  their  corporate  website.

Surforama.com,  Inc.  is  in  the  development  stage; therefore recovery of its
assets  is dependent upon future events, the outcome of which is indeterminable.
In  addition, successful completion of Surforama.com, Inc.'s development program
and  its  transition,  ultimately  to the attainment of profitable operations is
dependent upon obtaining adequate financing to fulfil its development activities
and  achieve  a  level  of  sales  adequate  to  support  its  cost  structure.

c)     Going Concern

Since inception, the Company has suffered recurring losses and net cash outflows
from operations.  The Company expects to continue to incur substantial losses to
complete  the development of its business.  Since its inception, the Company has
funded  operations  through  common  stock  issuances and related party loans in
order  to  meet  its  strategic objectives.  Management believes that sufficient
funding will be available to meet its business objectives, including anticipated
cash  needs  for  working capital, and is currently evaluating several financing
options.  However,  there  can  be no assurance that the Company will be able to
obtain  sufficient  funds  to continue the development of and, if successful, to
commence  the  sale  of  its  products  under  development.  As  a result of the
foregoing,  there  exists  substantial  doubt  about  the  Company's  ability to
continue  as  a  going  concern.  These  financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.


                                     F-6

<PAGE>

                               SURFORAMA.COM, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT ACCOUNTING POLICIES

The  consolidated  financial  statements  of  the  Company  has been prepared in
accordance  with  generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of consolidated financial statements for a period
necessarily  involves  the  use  of estimates which have been made using careful
judgement.

The  consolidated  financial  statements  have,  in  management's  opinion, been
properly  prepared  within  reasonable  limits  of  materiality,  and within the
framework  of  the  significant  accounting  policies  summarized  below:

a)     Consolidation

These  consolidated financial statements include the accounts of the Company and
its  wholly  owned  Canadian subsidiary, Surforama.com Portal Services Inc.  The
Company  owns  49.07%  of Rebatopia.com, Inc., a company incorporated in Nevada,
U.S.A.,  and  has the ability to exercise significant influence over the entity,
therefore  its  investment  is  accounted  for  using  the  equity  method.

b)     Amortization

Capital  assets  are  amortized  over  their  economically  useful  lives at the
following  rate:

                   Computer equipment - 30% declining balance

In  the year of acquisition of an asset, amortization is provided at one half of
the  above  rate.

c)     Development Stage Company

The  Company  is  a  developed  stage  company  as  defined in the Statements of
Financial Accounting Standards No. 7.  The Company is devoting substantially all
of  its  present  efforts  to  establish  a new business and none of its planned
principal  operations  have  commenced.  All  losses accumulated since inception
have  been  considered  as  part  of the Company's development stage activities.


                                     F-6

<PAGE>

                               SURFORAMA.COM, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

d)     Software Development Costs

Software development costs represent capitalized costs of design, configuration,
coding,  installation  and  testing  of the Company's web-site up to its initial
implementation. Upon implementation, the asset will be amortized to expense over
its estimated useful life of three years using the straight-line method. Ongoing
web-site  post-implementation  costs  of  operation,  including  training  and
application  maintenance,  will  be  charged  to  expense  as  incurred.

e)     Revenue Recognition

The  Company  recognizes  revenue from advertising fees and commitment fees on a
net  basis.

f)     Income Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  For Income Taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability  approach for financial accounting and reporting on income
taxes.  If  it  is  more likely than not that some portion, or all if a deferred
tax  asset,  will  not  be  realized,  a  valuation  allowance  is  recognized.

g)     Foreign Currency Translation

The  operations of the Company's subsidiary, Surforama.com Portal Services Inc.,
are  located  in  Vancouver,  Canada and its functional currency is the Canadian
dollar.  The  consolidated  financial  statements have been translated using the
current method whereby the assets and liabilities are translated at the year end
exchange  rate,  capital  accounts at the historical exchange rate, and revenues
and  expenses  at the average exchange rate for the period.  Adjustments arising
from  the  translation  of  the  Company's consolidated financial statements are
included  as  a  separate  component  of  shareholders'  equity.

h)     Financial Instruments

The  Company's financial instruments consist of cash, term deposits and accounts
payable.

Unless  otherwise  noted,  it  is  management's opinion that this Company is not
exposed  to  significant  interest  or credit risks arising from these financial
instruments.  The  fair  value  of these financial instruments approximate their
carrying  values,  unless  otherwise  noted.


                                     F-6

<PAGE>

                               SURFORAMA.COM, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

i)     Cash Equivalents

The  Company considers all highly liquid financial instruments purchased with an
original  maturity  of  three  months  or  less  to  be  cash  equivalents.

j)     Net Loss Per Share

Net  loss  per  share  is  based on the weighted average number of common shares
outstanding  during  the  period plus common share equivalents, such as options,
warrants  and  certain  convertible  securities.  This  method  requires primary
earnings  per  share  to  be  computed  as  if the common share equivalents were
exercised  at the beginning of the period or at the date of issue, and as if the
funds obtained thereby were used to purchase common shares of the Company at its
average  market  value  during  the  period.


3.     INVESTMENT IN AND ADVANCES TO REBATOPIA.COM, INC.

                                                            2002         2001
                                                        -----------------------
Investment in and advances to Rebatopia.com, Inc.       $ 134,301     $ 135,313
Accrued interest                                           16,691        18,393
                                                        -----------------------
                                                          150,992       153,706
                                                        -----------------------

Write off of investment in and advances to
 Rebatopia.com, Inc.                                     (150,992)            -


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

                                                        $       -     $ 153,706
                                                        =======================


Summary financial information for Rebatopia.com, Inc.
 is as follows:

                                                            2002         2001
                                                        -----------------------
Sales                                                   $     374     $   9,009
                                                        =======================

Net loss from continuing operations                     $  14,580     $ 118,556
                                                        =======================

Net loss for the period                                 $  14,580     $ 118,556
                                                        =======================


                                     F-6

<PAGE>

                               SURFORAMA.COM, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



4.     LOANS PAYABLE

The  loans payable are repayment in blended monthly instalments of principal and
interest  totalling  $1,181  until June 2004.  The loans are secured by computer
equipment  and  the  guarantees  of  two  directors  and  shareholders.


5.     ADVANCES DUE TO SHAREHOLDER

Amounts  due  to  a  shareholder  and  officer of the Company are interest free,
unsecured  and  repayable  on  demand.


6.     RELATED  PARTY  TRANSACTIONS

During  the  period, the Company entered into transactions (recorded at exchange
values)  with  related  parties  as  follows:  Management  fees  paid to certain
directors for services rendered to the Company totalled $2,400 (2001 - $36,139).




                                    F-6

<PAGE>


                                    PART III

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Name                Age     Position with Registrant       Served as a Director
                                                             or Officer Since

Edward Yau          31      president, chief executive     November 10, 2000
                            officer and director
Mike Hanson         41      vice-president, chief
                            operating officer, chief
                            financial officer, and
                            director                       November 10, 2000
Gregory S. Yanke    32      secretary, treasurer and       November 10, 2000
                            director

Set forth below is a brief description of the background and business experience
of  each  of  our  executive  officers  and  directors  for the past five years.

Mr.  Edward Yau is our President, Chief Executive Officer and Director.  Mr. Yau
graduated  from  the  University  of British Columbia in 1996 with a Bachelor of
Medical  Laboratory  Sciences  degree.  Prior  to  founding Surforama.com Portal
Services  Inc.,  our  wholly  owned  subsidiary,  Mr.  Yau  founded and acted as
President  of  Crys  Tel  Telecommunications,  Inc. from 1997 to 1999, a private
company specializing in the North American and European marketing and deployment
of  IP  telephony  products and services which allow users to make long distance
telephone  calls  using  the internet.  He has also acted as President of Global
NetVision  Inc.  from  1996 to 1997, an international marketing company based in
Canada.  Mr.  Yau  spends  100%  of  his  time  on  our  business.

Mr.  Mike Hanson is our Vice-President, Chief Operating Officer, Chief Financial
Officer,  and Director.  Prior to co-founding Surforama.com Portal Services Inc.
with  Mr.  Yau,  Mr.  Hanson  acted  as  Chief  Operating  Officer  of  Crys-Tel
Telecommunications,  Inc.  from  1998 to 1999, a long distance telephone company
specializing  in  the North American and European marketing and deployment of IP
telephony  products  and  services  which  allow  users  to  make  long distance
telephone calls using the internet. He also acted as Vice-President of Marketing
for  Canada  Telecom Network Inc., one of the largest long distance resellers in
Canada,  from  1996  to  1998.  Prior to that, Mr. Hanson was employed for eight
years as Vice-President of Operations with Prestige Advertising Services Ltd., a
private  promotional  advertising  company  from 1987 to 1994. Mr. Hanson spends
100%  of  his  time  on  our  business.

Mr. Gregory S. Yanke is Secretary, Treasurer and a Director.  Mr. Yanke has been
a  self-employed  securities  lawyer  and  principal  of  Gregory  S.  Yanke Law
Corporation since February 2000. From May 1996 to February 2000, he was employed
as  an  associate  lawyer  with Beruschi & Company, Barristers and Solicitors, a
Vancouver,  Canada  based  law firm that practices securities and corporate law.
Mr.  Yanke  is  a  graduate  of  the  University  of British Columbia, receiving
Bachelor  degrees  in Political Science (1991) and Law (1994). He is a member in
good  standing  with  the  Law Society of British Columbia.  Mr. Yanke currently
acts  as  a  director of Surforama.com, Inc., a United States reporting company.
He  is  also  corporate secretary of LMX Resources Ltd., Randsburg International
Gold Corp., Alberta Star Mining Corp., and Candorado Operating Company Ltd., all
of  which  are  British  Columbia  and  Alberta  reporting  companies.

Section  16(A)  Beneficial  Ownership  Reporting  Compliance

The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  Section  16(a) of the


                                       20

<PAGE>

Exchange Act during the most recent fiscal year:


                                      Number     Transactions    Known Failures
                                      Of late    Not Timely      To File a
Name and principal position           Reports    Reported        Required Form
---------------------------           -------    ------------    --------------
Edward Yau (president, CEO, director)    0            0                0
Mike Hanson (vice-president, CFO,
 COO, director)                          0            0                0

Gregory Yanke (secretary and director)   0            0                0


Term of Office

Our  Directors  are  appointed for a one-year term to hold office until the next
annual  general  meeting  of  our  shareholders  or until removed from office in
accordance  with  our  bylaws.  Our  officers  are  appointed  by  our  board of
directors  and  hold  office  until  removed  by  the  board.


                        ITEM 10:  EXECUTIVE COMPENSATION

The  table  below  summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to  us  from  the  date  of  our  inception  until  November  30,  2002.

                 Annual Compensation               Long Term Compensation
                 -------------------               ----------------------

                                          Other                            All
                                          Annual                           Other
                                          Com-                             Com-
                                          pen-   Restricted                pen-
                                          sa-    Stock  Options/   LTIP    sa-
Name     Title      Year   Salary   Bonus tion   Awarded SARs(#) payouts($)tion
----     -----      ----   -------- ----- ------ ------- ------- --------- ----
Edward   President, 2002    $2,400    0     0        0     0       0        0
Yau      CEO,       2001   $17,420    0     0        0     0       0        0
         Director   2000   $31,900    0     0        0     0       0        0
                    1999        $0    0     0        0     0       0        0

Michael  Vice-      2002        $0    0     0        0     0       0        0
Hanson   President, 2001   $18,714    0     0        0     0       0        0
         COO, CFO   2000   $31,899    0     0        0     0       0        0
         Director   1999        $0    0     0        0     0       0        0

Gregory  Secretary  2002        $0    0     0        0     0       0        0
Yanke    and        2001        $0    0     0        0     0       0        0
         Director   2000        $0    0     0        0     0       0        0
                    1999        $0    0   $1,776     0     0       0        0
                                            Cdn



                                       21

<PAGE>

Incentive Stock Options

There  are  no  stock  options  to  purchase  our  securities  outstanding.

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of
our  shares  of common stock at February 28, 2002 by (i) each person known by us
to  be  the beneficial owner of more than 5% of our outstanding shares of common
stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all
directors  and  executive  officers of Infinex as a group.  Each person named in
the table, has sole voting and investment power with respect to all shares shown
as  beneficially  owned  by  such  person.

                 Name and Address            Amount and Nature          Percent
Title of Class   of Beneficial Owner         of Beneficial Owner        of Class
--------------   -------------------------   -------------------        --------
Common Stock     Edward Yau                         5,910,000             29.8%
                 12191 McNeely Drive
                 Richmond, British Columbia
                 V6V 2S1

Common Stock     Mike Hanson                        5,910,000             29.8%
                 105 - 1010 West 42nd Avenue
                 Vancouver, British Columbia
                 V6M 2A8

Common Stock     Gregory S. Yanke                         100            <0.01%
                 200 - 675 West Hastings Street
                 Vancouver, British Columbia
                 V6B 1N2

Common Stock     All executive officers and        11,820,100             59.6%
                 directors as a group

--------------------------------------------------------------------------------
The  percent  of  class is based on 19,828,899 shares of common stock issued and
outstanding  as  of  November  30,  2002.



            ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except  as  disclosed below, none of our directors or officers, nor any proposed
nominee  for  election  as  a  director,  nor  any person who beneficially owns,
directly  or  indirectly,  shares  carrying  more  than 10% of the voting rights
attached to all of our outstanding shares, nor any promoter, nor any relative or
spouse  of  any  of  the  foregoing persons has any material interest, direct or
indirect,  in  any  transaction  since  our  incorporation  or  in any presently
proposed  transaction  which,  in either case, has or will materially affect us.

We  have  an  agreement with Greg Yanke, our secretary, whereby his law firm, of
which  he  is  principal,  provides  legal services to us from time to time at a
standard  hourly  rate.

Our  management  is involved in other business activities and may, in the future
become  involved  in  other  business  opportunities.  If  a  specific  business
opportunity  becomes  available,  such  persons may face a conflict in selecting


                                       22

<PAGE>

between  our  business  and their other business interests.  In the event that a
conflict  of  interest  arises at a meeting of our directors, a director who has
such  a  conflict  will disclose his interest in a proposed transaction and will
abstain  from  voting  for  or  against  the  approval  of  such  transaction.


ITEM 13:  EXHIBITS AND REPORTS ON FORM 8-K


(a)     Reports  on  Form  8-K

None

(b)     Exhibits



EXHIBIT
NUMBER              DESCRIPTION
------------        -------------------

 3.1*               Articles of Incorporation
 3.2*               By-Laws
99.1                Certification of Chief Executive Officer pursuant to Section
                    906  of  the  Sarbanes-Oxley  Act  of  2002
99.2                Certification of Chief Financial Officer pursuant to Section
                    906  of  the  Sarbanes-Oxley  Act  of  2002


*  incorporated  by  reference from our Form SB-2 that was originally filed with
the  commission  on  December  6,  2000.


Item 14.  Controls and Procedures.

As  required  by  Rule  13a-14  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and  with  the  participation  of  our Chief Executive Officer, Mr.
Edward  Yau,  and our Chief Financial Officer, Mr. Mike Hanson.  Based upon that
evaluation,  our  Chief  Executive Officer and Chief Financial Officer concluded
that  our  disclosure  controls  and procedures are effective in timely alerting
management  to  material  information  relating  to  us  which is required to be
included in our periodic SEC filings.  There have been no significant changes in
our  internal  controls  or  in  other  factors  that could significantly affect
internal  controls  subsequent  to  the  date  we  carried  out  our evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.



                                       23

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 and 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.


Surforama.com,  Inc.


By  /s/ Edward Yau
    ------------------------------
    Edward Yau
    President, Chief Executive Officer & Director
    Date:  March 27, 2003

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

By  /s/ Edward Yau
    ------------------------------
    Edward Yau
    President, Chief Executive Officer & Director
    Date:  March 27, 2003

By  /s/ Mike Hanson
    ------------------------------
    Mike Hanson
    Vice-President, Chief Operating Officer,
    Chief Financial Officer, & Director
    Date:  March 27, 2003




                                       24

<PAGE>



                                 CERTIFICATIONS

I, Edward Yau, certify that;

(1)  I  have  reviewed  this annual report on Form10-KSB of Surforama.com, Inc.;

(2)  Based  on  my  knowledge,  this  annual  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  annual  report;

(3)  Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual 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 annual report;

(4)  The  Registrant's  other  certifying  officers  and  I  are 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 us by others within those
          entities,  particularly  during the period in which this annual 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 date of
          this  annual  report  (the  "Evaluation  Date");  and

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

(5)  The  Registrant's  other certifying officers and I have disclosed, based on
     our  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;  and

     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)  The  Registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective


                                      25

<PAGE>


actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


Date:  March 27, 2003               /s/ Edward Yau
                                    _______________________________
                                    Edward Yau
                                    Principal Executive Officer







                                      26

<PAGE>



                                 CERTIFICATIONS

I, Mike Hanson, certify that;

(1)  I  have  reviewed  this annual report on Form10-KSB of Surforama.com, Inc.;

(2)  Based  on  my  knowledge,  this  annual  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  annual  report;

(3)  Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual 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 annual report;

(4)  The  Registrant's  other  certifying  officers  and  I  are 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 us by others within those
          entities,  particularly  during the period in which this annual 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 date of
          this  annual  report  (the  "Evaluation  Date");  and

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

(5)  The  Registrant's  other certifying officers and I have disclosed, based on
     our  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;  and

     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)  The  Registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective


                                      27

<PAGE>

actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


Date:  March 27, 2003               /s/ Mike Hanson
                                    _______________________________
                                    Mike Hanson
                                    Principal Financial Officer






                                      28