AMENDMENT TO FORM 10-KSB

                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2002

     OR

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

     [NO FEE REQUIRED] for the transition period from

     ____________ to ____________

     Commission file number: 000-30383



                      Gridline Communications Holdings INC.
                 (Name of small business issuer in its charter)


         DELAWARE                   000-30383                   54-1964054
 ----------------------        ---------------------       --------------------
 (State ofIncorporation)       (Commission File No.)      (IRS Employer ID No.)



                        14090 Southwest Frwy., Suite 300,
                                Sugarland, TX 77478
               --------------------------------------------------
                    (Address of Principal Executive Offices)


                                (281) 340-8518
               --------------------------------------------------


                           North Shore Capital IV, Inc.
                              2208 Pershing Avenue
                              Sheboygan, WI 53083
                                (920)-207-7772
         (Former name or former address, if changed since last report.)


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<PAGE>

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

Title of each class              Name of each exchange
                                 on which registered

     NONE

Securities registered pursuant to section 12(g) of the Securities
Exchange Act:

     COMMON STOCK,
     NO PAR VALUE PER SHARE      NASD


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 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 calendar year:

     $   0.00

The aggregate market value of the 17,500 shares of Common Stock held by
non-affiliates was $0.00 as of December 31, 2002. For purposes of the foregoing
calculation only, each of the issuer's officers and directors is deemed to be an
affiliate. The market value of the shares was calculated based on the book value
of such shares on such date.

As of December 31, 2002, 2,247,500 shares of the issuer's Common
Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

The following documents are incorporated by reference into the registration
statement:

(a)-1. North Shore's Form 10-QSB, filed February 27, 2003, for the quarter
       ending September 30, 2002;

       North Shore's Form 10-QSB, filed February 27, 2003, for the quarter
       ending June 30, 2002;

       North Shore's Form 10-QSB, filed May 17, 2002, for the quarter ending
       March 31, 2002;


all other reports filed pursuant to section 13(a) or 15(d) since the end of
the year covered by the above annual reports.

(a)-2. All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities covered hereby then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents, except as to any portion of any future

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<PAGE>

Annual or Quarterly Report to Stockholders which is deemed to be modified or
superseded for purposes of this Registration Statement to the extent that such
statement is replaced or modified by a statement contained in a subsequently
dated document incorporated by reference or contained in this Registration
Statement.

(a)-3 The description of the Company's common stock which is contained in the
Form 10SB12G, Registration Statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendments or reports filed for the purpose
of updating such description.

Transitional Small Business Disclosure Format:  Yes [ ]     No [X]


                                     PART I

                        ITEM 1. DESCRIPTION OF BUSINESS

General

     The Company was incorporated under the laws of the State of Colorado on
Februrary 3, 1999, and is in the early developmental and promotional stages. To
date the Company's only activities have been organizational ones, directed at
developing its business plan and raising its initial capital. The Company has
not commenced any commercial operations. The Company has no full-time employees
and owns no real estate.

     The proposed business activities described herein classify the Company as a
"blank check" or "shell company whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity. Many states have
enacted statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions. Management does not
believe it will undertake any efforts to cause a market to develop in the
Company's securities until such time as the Company has successfully implemented
its business plan described herein. However, if the Company intends to
facilitate the eventual creation of a public trading market in its outstanding
securities, it must consider that the Company's securities, when available for
trading, will be subject to a Securities and Exchange Commission rule that
imposes special sales practice requirements upon broker-dealers who sell such
securities to persons other than established customers or accredited investors.
For purposes of the rule, the phrase "accredited investors" means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of $1,000,000 or having an annual income that exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000). For
transactions covered by the rule, the broker- dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Consequently, the rule may
affect the ability of broker- dealers to sell the Company's securities and also
may affect the ability of purchasers in this offering to sell their securities
in any market that might develop therefor.

     In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange Act of 1934,
as amended. Because the securities of the Company may constitute "penny stocks"
within the meaning of the rules, the rules would apply to the Company and to its
securities. The rules may further affect the ability of owners of Shares to sell
the securities of the Company in any market that might develop for them.


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     Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker- dealers;
and (v) the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired level, along with
the resulting inevitable collapse of those prices and with consequent investor
losses. The Company's management is aware of the abuses that have occurred
historically in the penny stock market. Although the Company does not expect to
be in a position to dictate the behavior of the market or of broker- dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to the Company's securities.

     The Company's business plan is to seek, investigate, and, if warranted,
acquire one or more properties or businesses, and to pursue other related
activities intended to enhance shareholder value. The acquisition of a business
opportunity may be made by purchase, merger, exchange of stock, or otherwise,
and may encompass assets or a business entity, such as a corporation, joint
venture, or partnership. The Company has very limited capital, and it is
unlikely that the Company will be able to take advantage of more than one such
business opportunity. The Company intends to seek opportunities demonstrating
the potential of long-term growth as opposed to short-term earnings.

     At the present time the Company has not identified any business opportunity
that it plans to pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition. The Company's officers
and directors have previously been involved in transactions involving a merger
between an established company and a shell entity, and have a number of contacts
within the field of corporate finance. As a result, they have had preliminary
contacts with representatives of numerous companies concerning the general
possibility of a merger or acquisition by a shell company. However, none of
these preliminary contacts or discussions involved the possibility of a merger
or acquisition transaction with the Company.

     It is anticipated that the Company's officers and directors may contact
broker-dealers and other persons with whom they are acquainted who are involved
in corporate finance matters to advise them of the Company's existence and to
determine if any companies or businesses they represent have an interest in
considering a merger or acquisition with the Company. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity, given the limited funds that are expected to be available for
acquisitions, or that any acquisition that occurs will be on terms that are
favorable to the Company or its stockholders.

     The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
or on

                                     Page 4
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a stock exchange (See "Investigation and Selection of Business Opportunities").
The Company anticipates that the business opportunities presented to it will (i)
be recently organized with no operating history, or a history of losses
attributable to under-capitalization or other factors; (ii) be experiencing
financial or operating difficulties; (iii) be in need of funds to develop a new
product or service or to expand into a new market; (iv) be relying upon an
untested product or marketing concept; or (v) have a combination of the
characteristics mentioned in (i) through (iv). The Company intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued. Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low profitability.

     The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.

     As a consequence of the registration of its securities, any entity which
has an interest in being acquired by, or merging into the Company, is expected
to be an entity that desires to become a public company and establish a public
trading market for its securities. In connection with such a merger or
acquisition, it is highly likely that an amount of stock constituting control of
the Company would be issued by the Company or purchased from the current
principal shareholders of the Company by the acquiring entity or its affiliates.

     In the Company's judgment, none of its officers and directors would thereby
become an "underwriter" within the meaning of the Section 2(11) of the
Securities Act of 1933, as amended. The sale of a controlling interest by
certain principal shareholders of the Company could occur at a time when the
other shareholders of the Company remain subject to restrictions on the transfer
of their shares.

     Depending upon the nature of the transaction, the current officers and
directors of the Company may resign their management positions with the Company
in connection with the Company's acquisition of a business opportunity. See
"Form of Acquisition," below, and "Risk Factors - The Company - Lack of
Continuity in Management." In the event of such a resignation, the Company's
current management would not have any control over the conduct of the Company's
business following the Company's combination with a business opportunity.

     It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

     The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its officers or directors
are currently affiliated. Should the Company determine in the future, contrary
to the foregoing expectations, that a

                                     Page 5
<PAGE>

transaction with an affiliate would be in the best interests of the Company and
its stockholders, the Company is in general permitted by Colorado law to enter
into such a transaction if:

1.   The material facts as to the relationship or interest of the affiliate and
     as to the contract or transaction are disclosed or are known to the Board
     of Directors, and the Board in good faith authorizes the contract or
     transaction by the affirmative vote of a majority of the disinterested
     directors, even though the disinterested directors constitute less than a
     quorum; or

2.   The material facts as to the relationship or interest of the affiliate and
     as to the contract or transaction are disclosed or are known to the
     stockholders entitled to vote thereon, and the contract or transaction is
     specifically approved in good faith by vote of the stockholders; or

3.   The contract or transaction is fair as to the Company as of the time it is
     authorized, approved or ratified, by the Board of Directors or the
     stockholders.

Investigation and Selection of Business Opportunities

     To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, the
perceived benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
antici- pated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the owners of a business
opportunity to identify any such problems which may exist and to implement, or
be primarily responsible for the implementation of, required changes.

Because the Company may participate in a business opportunity with a newly
organized firm or with a firm which is entering a new phase of growth, it should
be emphasized that the Company will incur fur- ther risks, because management in
many instances will not have proved its abilities or effectiveness, the eventual
market for such company's products or services will likely not be established,
and such company may not be profitable when acquired.

     It is anticipated that the Company will not be able to diversify, but will
essentially be limited to one such venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.

     It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders, prior to any merger or
acquisition, with financial

                                     Page 6
<PAGE>

statements, or any other documentation, concerning a target company or its
business. In some instances, however, the proposed participation in a business
opportunity may be submitted to the stockholders for their consideration, either
voluntarily by such directors to seek the stockholders' advice and consent or
because state law so requires.

     The analysis of business opportunities will be undertaken by or under the
supervision of the Company's President, who is not a professional business
analyst. See "Management." Since Company management has no current plans to use
any outside consultants or advisors to assist in the investigation and selection
of business opportunities, no policies have been adopted regarding use of such
consultants or advisors, the criteria to be used in selecting such consultants
or advisors, the services to be provided, the term of service, or regarding the
total amount of fees that may be paid.

The Company anticipates that it will consider, among other things, the following
factors:

1.   Potential for growth and profitability, indicated by new technology,
     anticipated market expansion, or new products;

2.   The Company's perception of how any particular business opportunity will be
     received by the investment community and by the Company's stockholders;

3.   Whether, following the business combination, the financial condition of the
     business opportunity would be, or would have a significant prospect in the
     foreseeable future of becoming sufficient to enable the securities of the
     Company to qualify for listing on an exchange or on a national automated
     securities quotation system, such as NASDAQ, so as to permit the trading of
     such securities to be exempt from the requirements of Rule 15c2-6 recently
     adopted by the Securities and Exchange Commission. See "Risk Factors - The
     Company - Regulation of Penny Stocks."

4.   Capital requirements and anticipated availability of required funds, to be
     provided by the Company or from operations, through the sale of additional
     securities, through joint ventures or similar arrangements, or from other
     sources;

5.   The extent to which the business opportunity can be advanced;

6.   Competitive position as compared to other companies of similar size and
     experience within the industry segment as well as within the industry as a
     whole;

7.   Strength and diversity of existing management, or management prospects that
     are scheduled for recruitment;

8.   The cost of participation by the Company as compared to the perceived
     tangible and intangible values and potential; and

9.   The accessibility of required management expertise, personnel, raw
     materials, services, professional assistance, and other required items.

     In regard to the possibility that the shares of the Company would qualify
for listing on NASDAQ, the current standards include the requirements that the
issuer of the securities that are sought to be listed have total assets of at
least $4,000,000 and total capital and surplus of at least $2,000,000, and
proposals have recently been made


                                     Page 7
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to increase these qualifying amounts. Many, and perhaps most, of the business
opportunities that might be potential candidates for a combination with the
Company would not satisfy the NASDAQ listing criteria.

     No one of the factors described above will be controlling in the selection
of a business opportunity, and management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's limited
capital available for investigation and management's limited experience in
business analysis, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.

     The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

     Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable period of time not
to exceed 60 days following completion of a merger transaction; and other
information deemed relevant.

     As part of the Company's investigation, the Company's executive officers
and directors may meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. There will be no loan
agreements or understandings between the Company and third parties, nor does the
Company intend to raise any operating capital by implementing private placements
of restricted stock and/or public offerings of its common stock.

     It is possible that the range of business opportunities that might be
available for consideration by the Company could be limited by the impact of
Securities and Exchange Commission regulations regarding purchase and sale of
"penny stocks." The regulations would affect, and possibly impair, any market
that might develop in the Company's securities until such time as they qualify
for listing on NASDAQ or on another exchange which would make them exempt from
applicability of the "penny stock" regulations.

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     Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.

Form of Acquisition

     It is impossible to predict the manner in which the Company may participate
in a business opportunity. Specific business op- portunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the Company
would be the surviving entity. In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a transaction, the Company's existing directors may resign and new
directors may be appointed without any vote by stockholders.

     Management may actively negotiate or otherwise consent to the purchase of
any portion of their common shares as a condition to or in connection with a
proposed merger or acquisition transaction. It is emphasized that management of
the Company may effect transactions having a potentially adverse impact upon the
Company's shareholders pursuant to the authority and discretion of the Company's
management to complete acquisitions without submitting any proposal to the
stockholders for their consideration. Holders of the Company's securities should
not anticipate that the Company necessarily will furnish such holders, prior to
any merger or acquisition, with financial statements, or any other
documentation, concerning a target company or its business. In some instances,
however, the proposed participation in a business opportunity may be submitted
to the stockholders for their consideration, either voluntarily by such
directors to seek the stockholders' advice and consent or because state law so
requires.

     It is likely that the Company will acquire its participation in a business
opportunity through the issuance of Common Stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisi- tion is a so-called "tax free" reorganization under
the Internal Revenue Code of 1986, depends upon the issuance to the stockholders
of the acquired company of a controlling interest (i.e. 80% or more) of the
common stock of the combined entities immediately following the

                                     Page 9
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reorganization. If a transaction were structured to take advantage of these
provisions rather than other "tax free" provisions provided under the Internal
Revenue Code, the Company's current stockholders would retain in the aggregate
20% or less of the total issued and outstanding shares. This could result in
substantial additional dilution in the equity of those who were stockholders of
the Company prior to such reorganization. Any such issuance of additional shares
might also be done simultaneously with a sale or transfer of shares representing
a controlling interest in the Company by the current officers, directors and
principal shareholders. (See "Description of Business - General").

     It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, the Company
may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market that might develop in the Company's securities may have a
depressive effect upon such market.

     The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

     As a general matter, the Company anticipates that it, and/or its officers
and principal shareholders will enter into a letter of intent with the
management, principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither the Company nor any of the
other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the ac- quisition
as described in the preceding paragraph is executed. Even after a definitive
agreement is executed, it is possible that the acquisition would not be
consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.

     It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of the Company to pay until an indeterminate future time may make it
impossible to procure goods and services.


                                    Page 10
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Investment Company Act and Other Regulation

     The Company may participate in a business opportunity by purchasing,
trading or selling the securities of such business. The Company does not,
however, intend to engage primarily in such activities. Specifically, the
Company intends to conduct its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940 (the "Investment
Act"), and therefore to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the regulations
promulgated thereunder.

     Section 3(a) of the Investment Act contains the definition of an
"investment company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceeds 40% of
the value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner which
will result in the availability of this exception from the definition of
"investment company." Consequently, the Company's participation in a business or
opportunity through the purchase and sale of investment securities will be
limited.

     The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates a
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company, stockholders will
not be afforded these protections.

     Any securities which the Company might acquire in exchange for its Common
Stock will be "restricted securities" within the meaning of the Securities Act
of 1933, as amended (the "Act"). If the Company elects to resell such
securities, such sale cannot proceed unless a registration statement has been
declared effective by the Securities and Exchange Commission or an exemption
from registration is available. Section 4(1) of the Act, which exempts sales of
securities not involving a distribution, would in all likelihood be available to
permit a private sale. Although the plan of operation does not contemplate
resale of securities acquired, if such a sale were to be necessary, the Company
would be required to comply with the provisions of the Act to effect such
resale.

     An acquisition made by the Company may be in an industry which is regulated
or licensed by federal, state or local authorities. Compliance with such
regulations can be expected to be a time-consuming and expensive process.

Competition

     The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities will have significantly greater
experience, resources and managerial capabilities than the Company and will
therefore be in a better position than the Company to obtain access to
attractive business opportunities. The Company also will experience competition
from other public "blind pool" companies, many of which may have more funds
available than does the Company.



                                    Page 11
<PAGE>

Employees

     The Company is a development stage company and currently has no employees.
Management of the Company expects to use consultants, attorneys and accountants
as necessary, and does not anti- cipate a need to engage any full-time employees
so long as it is seeking and evaluating business opportunities. The need for em-
ployees and their availability will be addressed in connection with the decision
whether or not to acquire or participate in specific business opportunities.
Although there is no current plan with respect to its nature or amount,
remuneration may be paid to or accrued for the benefit of, the Company's
officers prior to, or in conjunction with, the completion of a business
acquisition. The Company's officer has accepted common stock for services
rendered for consulting, organizing the corporation, seeking merger candidates
and evaluating these candidates. See "Executive Compensation" and under "Certain
Relationships and Related Transactions."


IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

The statements contained in this report that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including statements
regarding the Company's expectations, hopes, intentions or strategies regarding
the future. All forward-looking statements included herein are based on
information available to the Company on the date hereof, and the Company assumes
no obligation to update any such forward-looking statements. It is important to
note that the Company's actual results could differ materially from those in
such forward-looking statements. Among the factors that could cause actual
results to differ materially are the risk factors which may be listed from time
to time in the Company's reports on Form 10-QSB, 10-KSB and registration
statements filed under the Securities Act.

Forward-looking statements encompass the (i) expectation that the Company can
secure additional capital, (ii) continued expansion of the Company's operations
through joint ventures and acquisitions, (iii) success of existing and new
marketing initiatives undertaken by the Company, and (iv) success in controlling
the cost of services provided and general administrative expenses as a
percentage of revenues.

The forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties.

These forward-looking statements were based on assumptions that the Company
would continue to expand, that capital will be available to fund the Company's
growth at a reasonable cost, that competitive conditions within the industry
would not change materially or adversely, that demand for the Company's services
would remain strong, that there would be no material adverse change in the
Company's operations or business, and that changes in laws and regulations or
court decisions will not adversely or significantly alter the operations of the
Company. Assumptions relating to the foregoing involve judgments with respect
to, among other things, future economic, competitive, regulatory and market
conditions, and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance that the forward-looking
information will prove to be accurate.

In light of the significant uncertainties inherent in the forward-looking
information included herein, the inclusion of such information should not be

                                    Page 12
<PAGE>

regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved.


                        ITEM 2.  DESCRIPTION OF PROPERTY


Administrative Offices

     The Company currently maintains a mailing address at 203 Yoakum Pkwy., #
916, Alexandria, VA 22304, which is the office address of its legal counsel. The
Company's telephone number is (703)-370-6484. Other than this mailing address,
the Company does not currently maintain any other office facilities, and does
not anticipate the need for maintaining office facilities at any time in the
foreseeable future. The Company pays no rent or other fees for the use of this
mailing address.


                           ITEM 3.  LEGAL PROCEEDINGS


No material legal proceedings to which the Company (or any of its directors and
officers in their capacities as such) is party or to which property of the
Company is subject is pending and no such material proceeding is known by
management of the Company to be contemplated.


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

Not applicable


                                    PART II

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There has been no public trading market for the Company's Common Stock Holders
of Common Stock are entitled to receive such dividends as may be declared by the
Company's Board of Directors. No dividends on the Common Stock have been paid by
the Company, nor does the Company anticipate that dividends will be paid in the
foreseeable future.


                       ITEM 6. SELECTED FINANCIAL DATA

Not applicable


               ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       FINANCIAL CONDITION AND RESULTS OF OPERATIONS OR
                       PLAN OF OPERATION

The following discussion should be read in conjunction with the Financial
Statements and notes thereto.

PLAN OF OPERATION

General

     The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its
securities.  The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition.  None of the

                                    Page 13
<PAGE>

Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other
company regarding the possibility of an acquisition or merger between the
Company and such other company as of the date of this registration statement.

     While the Company will attempt to obtain audited financial statements of a
target entity, there is no assurance that such audited financial statements will
be available. The Board of Directors does intend to obtain certain assurances of
value of the target entity's assets prior to consummating such a transaction,
with further assurances that an audited statement would be provided within
seventy-five days after closing of such a transaction. Closing documents
relative thereto will include representations that the value of the assets
conveyed to or otherwise so transferred will not materially differ from the
representations included in such closing documents.

     The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with the acquisition of a business opportunity, including the costs
of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and
documents. The Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the 34 Act.
Nevertheless, the officer and director of the Company has not conducted market
research and is not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of a business
opportunity.

     As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the 34 Act. Included
in these requirements is the affirmative duty of the Company to file independent
audited financial statements as part of its Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as the Company's audited financial statements included in its annual
report on Form 10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters necessary to
insure the Company's compliance with the requirements of the 34 Act, or if the
audited financial statements provided do not conform to the representations made
by the candidate to be acquired in the closing documents, the closing documents
may provide that the proposed transaction will be voidable, at the discretion of
the present management of the Company.

     The Company's officer and shareholders have verbally agreed that they will
advance to the Company limited additional funds which the Company needs for
operating capital and for costs in connection with searching for or completing
an acquisition or merger. These persons have further agreed that such advances
will be made in proportion to each person's percentage ownership of the Company.
These persons have also agreed that such advances will be made interest free
without expectation of repayment unless the owners of the business which the
Company acquires or merges with agree to repay all or a portion of such
advances. Such repayment will in no way be a condition to the selection of a
target company. There is no dollar cap on the amount of money which such persons
will advance to the Company. The Company will not borrow any funds from anyone
other than its current shareholders for the purpose of repaying advances made by
the shareholders, and the Company will not borrow any funds to make any payments
to the Company's promoters, management or their affiliates or associates.

                                    Page 14
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity. The Company's balance sheet as of December 31, 2002,
reflects a current asset value of $20, and a total asset value of $20 in the
form of cash deposits.

     The Company will carry out its plan of business as discussed above. The
Company cannot predict to what extent its liquidity and capital resources will
be diminished prior to the consummation of a business combination or whether its
capital will be further depleted by the operating losses (if any) of the
business entity which the Company may eventually acquire.

RESULTS OF OPERATIONS

     During the calendar year 2002, the Company has engaged in no significant
operations other than organizational activities, acquisition of capital
and preparation for registration of its securities under the Securities
Exchange Act of 1934, as amended.  No revenues were received by
the Company during this period.

     For the current calendar year, the Company anticipates incurring a loss as
a result of organizational expenses, expenses associated with registration under
the Securities Exchange Act of 1934, and expenses associated with locating and
evaluating acquisition candidates. The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not generate
revenues other than interest income, and may continue to operate at a loss after
completing a business combination, depending upon the performance of the
acquired business.

Need for Additional Financing

     The Company believes that its existing capital will be sufficient to meet
the Company's cash needs, including the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934, as amended, for a
period of approximately one year. Accordingly, in the event the Company is able
to complete a business combination during this period, it anticipates that its
existing capital will be sufficient to allow it to accomplish the goal of
completing a business combination. There is no assurance, however, that the
available funds will ultimately prove to be adequate to allow it to complete a
business combination, and once a business combination is completed, the
Company's needs for additional financing are likely to increase substantially.

INCOME TAXES

The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("SFAS 109") issued by the Financial Accounting Standards Board ("FASB"),
under which deferred tax assets and liabilities are provided on differences
between the carrying amounts for financial reporting and the tax basis of
assets and liabilities for income tax purposes using the enacted tax rates.
Under SFAS 109, deferred tax assets may be recognized for temporary
differences that will result in deductible amounts in future periods. A
valuation allowance is recognized, if on the weight of available evidence, it
is more likely than not that some portion or the entire deferred tax asset
will not be realized.

                                    Page 15
<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
("SFAS 121") issued by the FASB, is effective for financial statements for
fiscal years beginning after December 15, 1995.The standard establishes new
guidelines regarding when impairment losses on long-lived assets, which include
plant and equipment, certain identifiable intangible assets, and goodwill,
should be recognized and how impairment losses should be measured. The Company
does not expect adoption to have a material effect on its financial position
or results of operations.

Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" ("SFAS 123") issued by the FASB, is effective
for specific transactions entered into after December 15, 1995. The disclosure
requirements of SFAS 123 are effective for financial statements for fiscal
years beginning no later than December 15, 1995. The new standard established
a fair value method of accounting for stock-based compensation plans and for
transactions in which an entity acquires goods or services from non-employees
in exchange for equity instruments. The Company does not expect adoption to
have a material effect on its financial position or results of operations.

FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY

The discussion contained herein has been prepared by the Company and is based on
existing law as contained in the Code, amended United States Treasury
Regulations ("Treasury Regulations"), administrative rulings and court decisions
as of the date of this Annual Report. No assurance can be given that future
legislative enactments, administrative rulings or court decisions will not
modify the legal basis for statements contained in this discussion. Any such
development may be applied retroactively to transactions completed prior to the
date thereof, and could contain provisions having an adverse affect upon the
Company and the holders of the Common Stock. In addition, several of the issues
dealt with in this summary are the subjects of proposed and temporary Treasury
Regulations. No assurance can be given that these regulations will be finally
adopted in their present form.

FORWARD LOOKING STATEMENT

This Management's Discussion and Analysis of Financial Condition and Results of
Operations includes a number of forward-looking statements that reflect
Management's current views with respect to future events and financial
performance. Those statements include statements regarding the intent, belief or
current expectations of the Company and members of its management team as well
as the assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risk and uncertainties, and that actual results may
differ materially from those contemplated by such forward- looking statements.
Readers are urged to carefully review and consider the various disclosures made
by the Company in this report and in the Company's other reports filed with the
Securities and Exchange Commission. Important factors currently known to
Management could cause actual results to differ materially from those in
forward-looking statements. The Company undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated events or changes in the future operating results over time.
The Company believes that its assumptions are based upon reasonable data derived
from and known about its business and operations and the business and operations
of the Company. No assurances are made that actual results of operations or the
results of the Company's future activities will not differ materially from its
assumptions.

                                    Page 16
<PAGE>


                          ITEM 8. FINANCIAL STATEMENTS

     The financial statements are included beginning at F-2. See page F-1 for
the Index to the Financial Statements.


             ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.


                                     PART III

     ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------------------

Section 16(a) of the Exchange Act, requires the Company's officers, directors
and persons who beneficially own more than ten percent of the Common Stock to
file reports of securities ownership and changes in such ownership with the
Securities and Exchange Commission. Officers, directors and greater than ten
percent beneficial owners also are required by rules promulgated by the
Securities and Exchange Commission to furnish the Company with copies of all
Section 16(a) forms they file.

Based solely upon review of the copies of such forms furnished to the Company,
or written representations that no Form 5 filings were required, the Company
believes that during 2002 all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners were
complied with on a timely basis.

Committees of the Board
-----------------------

The Board of Directors delegates certain of its authority to a Compensation
Committee and an Audit Committee. There are currently vacancies on both of these
committees. The Board expects to fill such vacancies after it has filled the
vacancies on the Board of Directors.

The primary function of the Compensation Committee will be to review and make
recommendations to the Board with respect to the compensation, including
bonuses, of the Company's officers and to administer the Company's Compensatory
Stock Consulting Plan.

The function of the Audit Committee is to review and approve the scope of audit
procedures employed by the Company's independent auditors, to review and approve
the audit reports rendered by both the Company's independent auditors and to
approve the audit fee charged by the independent auditors. The Audit Committee
will report to the Board of Directors with respect to such matters and
recommends the selection of independent auditors.


THE DIRECTORS

The following table sets forth the ages of and positions and offices presently
held by each director of the Company.


                                    Page 17
<PAGE>


<TABLE>
<CAPTION>

Name                 Age             Positions Held and Tenure
<S>                  <C>             <C>
Gerard Werner         30              President and Director since
                                      February 3, 1999

</TABLE>

     The director named above will serve until the first annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated. There is no arrangement or
understanding between the sole director and officer of the Company and any other
person pursuant to which any director or officer was or is to be selected as a
director or officer.

     The sole director and officer of the Company will devote his time to the
Company's affairs on an "as needed" basis. As a result, the actual amount of
time which he will devote to the Company's affairs is unknown and is likely to
vary substantially from month to month.

Biographical Information




Gerard M. Werner, Esq.

     Mr. Werner is a member of the District of Columbia Bar Association, having
passed the District of Columbia, Court of Appeals Bar examination in February
1998. Mr. Werner has worked on antitrust cases for Compliance, Inc., out of
Arlington, VA, responding to document discovery requests from the Department of
Justice. He has served as Case Design Manager for The Equitable, April 1998-
Sep. 1998, during which time he was a registered representative, having passed
series 6 and series 63, as well as Virginia's Life and Health Insurance
licensing exam.

     Mr. Werner served as Secretary and Director of Cyberfast Systems, Inc.,
an internet telephony company based in Boca Raton, Florida. He joined the Board
in October, 1999, as a result of Cyberfast's acquisition of Global Telcom and
Internet Ventures, a Colorado corporation of which he was a Director, and
served through the company's shareholders meeting in June, 2001, at which time
he resigned in conjunction with the Board's reduction from seven members to
three.

     Mr. Werner graduated from the Georgetown University Law School in 1997
where he served as a staff member of the American Criminal Law Review Volume 33,
and as Articles and Notes Editor Volume 34. His writing was published in Volume
33-3, Eleventh Survey of White Collar Crime- "Tax Evasion".

     Mr. Werner graduated in 1994 from Georgetown University with a double major
in philosophy and government. He served as an intern in United States
Representative Thomas Petri's office on three separate occasions: 1992, 1994 and
1995.

Indemnification of Officers and Directors

     As permitted by Colorado law, the Company's Articles of In- corporation
provide that the Company will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or

                                    Page 18
<PAGE>

satisfy any civil or criminal action brought against them on account of their
being or having been Company directors or officers unless, in any such action,
they are adjudged to have acted with gross negligence or willful misconduct.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

Exclusion of Liability

     Pursuant to the Colorado Business Corporation Act, the Company's Articles
of Incorporation exclude personal liability for its directors for monetary
damages based upon any violation of their fiduciary duties as directors, except
as to liability for any breach of the duty of loyalty, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, acts in violation of Section 7-106-401 of the Colorado Business Corporation
Act, or any transaction from which a director receives an improper personal
benefit. This exclusion of liability does not limit any right which a director
may have to be indemnified and does not affect any director's liability under
federal or applicable state securities laws.

Other Public Shell Activities

     The Company's President is also an officer and director of the shell
companies: North Shore Capital I and II, respectively.

Conflicts of Interest

     The sole officer and director of the Company will devote only a small
portion of his time to the affairs of the Company, estimated to be no more than
approximately 20 hours per month. There will be occasions when the time
requirements of the Company's business conflict with the demands of his other
business and investment activities. Such conflicts may require that the Company
attempt to employ additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to the Company.

     There is no procedure in place which would allow Mr. Werner to resolve
potential conflicts in an arms-length fashion. Accordingly, he will be required
to use his discretion to resolve them in a manner which he considers
appropriate.

     The Company's sole officer and director may actively negotiate or otherwise
consent to the purchase of a portion of his common stock as a condition to, or
in connection with, a proposed merger or acquisition transaction. It is
anticipated that a substantial premium over the initial cost of such shares may
be paid by the purchaser in conjunction with any sale of shares by the Company's
officer and director which is made as a condition to, or in connection with, a
proposed merger or acquisition transaction. The fact that a substantial premium
may be paid to the Company's sole officer and director to acquire his shares
creates a potential conflict of interest for him in satisfying his fiduciary
duties to the Company and its other shareholders. Even though such a sale could
result in a substantial profit to them, he would be legally required to make the
decision based upon the best interests of the Company and the Company's other
shareholders, rather than his own personal pecuniary benefit.

                                    Page 19
<PAGE>


No employee of the Company receives any additional compensation for his services
as a director.

Non-management directors receive no salary for their services as such, but are
entitled to receive reasonable travel or other out-of-pocket expenses incurred
by non-management directors in attending meetings of the Board of Directors and
a fee of $100.00 per meeting attended.

The Company has no retirement, pension or profit sharing program for the benefit
of its directors, officers or other employees. The Board of Directors may
recommend one or more such programs for adoption in the future.


                         ITEM VI. EXECUTIVE COMPENSATION


     At inception of the Company, its Director, Gerard Werner received 2,200,000
shares of Common Stock valued at $0.002 per share in consideration of
pre-incorporation services rendered to the Company related to investigating and
developing the Company's proposed business plan and capital structure, and
completion of the incorporation and organization of the Company. No officer or
director has received any other remuneration. Although there is no current plan
in existence, it is possible that the Company will adopt a plan to pay or accrue
compensation to its sole officers and directors for services related to seeking
business opportunities and completing a merger or acquisition transaction. See
"Certain Relationships and Related Transactions." The Company has no stock
option, retirement, pension, or profit-sharing programs for the benefit of
directors, officers or other employees, but the Board of Directors may recommend
adoption of one or more such programs in the future.

     It is possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or more members of the Company's management for the purposes of
providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or acquisition candidate,
the proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to affirmatively approve
such a transaction.

No member of management of the Company will receive any finders fee, either
directly or indirectly, as a result of their respective efforts to implement
the Company's business plan outlined herein.  Also, there are no plans,
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities by the Company prior to the location of an
acquisition or merger candidate.  Please also see Item I, Description of
Business-General for information regarding the seeking out and selection of
a target company, addressing matters such as the manner of solicitation of
potential investors, the approximate number of persons who will be contacted
or solicited, their relationships to the Company's management, etc.


                                    Page 20
<PAGE>

     ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


     The following table sets forth as of December 31, 2002, information with
respect to the beneficial ownership of the Company's outstanding Common Stock by
(i) each director and executive officer of the Company, (ii) all directors and
executive officers of the Company as a group, and (iii) each shareholder who was
known by the Company to be the beneficial owner of more than 5% of the Company's
outstanding Common Stock. Except as otherwise indicated, the persons or entities
listed below have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.


Name and Address                  Number of      Percent of
                                  Shares Owned   Class Owned
                                  Beneficially

Gerard Werner, Esq.(1)
203 Yoakum Pkwy., #916             2,200,000      97.89%
Alexandria, VA 22304



All directors and executive
officers as a group (1 person)     2,200,000      97.89%


(1)  The persons listed is the sole officer and director of the Company.

     Management has no plans to issue any additional securities to management,
promoters or their affiliates or associates and will do so only if such issuance
is in the best interests of shareholders of the Company and complies with all
applicable federal and state securities rules and regulations.

     Although the Company has a very large amount of authorized but unissued
common and preferred stock that may be issued without further shareholder
approval or notice, it is the intention of the Company to avoid inhibiting
certain transactions with prospective acquisition or merger candidates, based
upon the perception by such candidate that they may be engaged in a rapidly
expanding industry (i.e. Internet) and cannot afford to proxy shareholders each
time their management needs to authorize additional shares.


             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     In connection with the transactions described below, the Company did not
secure an independent determination of the fairness and reasonableness of such
transactions and arrangements with affiliates of the Company. However, in each
instance described below, the director reviewed and approved the fairness and
reasonableness of the terms of the transactions. The Company believes that the
transactions described below were fair and reasonable to the Company on the
basis that such transactions were on terms at least as favorable as could have
been obtained from unaffiliated third parties. The transactions between officers
and directors of the Company, on the one hand, and the Company, on the other,
have inherent conflicts of interest.

     There is no public market for the Company's Common Stock. The Common Stock
may be traded in the over-the-counter market in the near future, however,

                                    Page 21
<PAGE>

there can be no assurance as to the price at which trading in the Common Stock
will occur.

     With respect to financial and other information relating to the Company,
Gerard Werner, P.C., whose address is 203 Yoakum Pkwy., #916, Alexandria, VA
22304, will file annual and periodic reports with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934. Copies of such
reports may be inspected by anyone without charge at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington D.C. 20549, and copies may be obtained from the Commission at
prescribed rates. In addition, the Company will provide without charge, upon the
request of any stockholder, a copy of its Annual Report on Form 10-KSB for the
calendar year ended December 31, 2002, to be filed with the Commission. Any such
requests should be directed to the President of the Company, address 203 Yoakum
Pkwy., #916, Alexandria, VA 22304.

     Prior to the date of this Annual Report, the Company issued to its officer
and director a total of 2,200,000 shares of Common Stock for a total services
valued at $4,400. Certificates evidencing the Common Stock issued by the Company
to these persons have all been stamped with a restrictive legend, and are
subject to stop transfer orders by the Company.

     No officer, director, promoter, or affiliate of the Company has or proposes
to have any direct or indirect material interest in any asset proposed to be
acquired by the Company through security holdings, contracts, options, or
otherwise.

     Although there is no current plan in existence, it is possible that the
Company will adopt a plan to pay or accrue compensation to its sole officers and
directors for services related to seeking business opportunities and completing
a merger or acquisition transaction.

     The Company maintains a mailing address at the office of its legal counsel,
but otherwise does not maintain an office. As a result, it pays no rent and
incurs no expenses for maintenance of an office and does not anticipate paying
rent or incurring office expenses in the future.

     Although management has no current plans to cause the Company to do so, it
is possible that the Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's current stockholders to the acquisition candidate or principals
thereof, or to other individuals or business entities, or requiring some other
form of payment to the Company's current stockholders, or requiring the future
employment of specified officers and payment of salaries to them. It is more
likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.

                                    Page 22
<PAGE>

                                     PART IV

                    ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

The following documents are filed herewith or have been included as exhibits to
previous filings with the Commission and are incorporated herein by this
reference:

      Exhibit No.   Exhibit

x     3(a)          Articles of Incorporation

x     3(b)          Bylaws

x     4(a)          Agreements Defining Certain Rights of Shareholders

x     4(b)          Specimen Stock Certificate

      7             Not applicable

      9             Not applicable

x     10(a)         Pre-incorporation Consultation and Subscription Agreement

      11            Not applicable

      14            Not applicable

      16            Not applicable

      21            Not applicable

#     23.1          Consent of Counsel

#     24.1          Consent of CPA.

#     31.1          Section 302 Certification

#     99.1          Safe Harbor Compliance Statement

-----------------------
#     filed herewith

x     incorporated herein by reference from Registrant's Form 10SB12G,
      Registration Statement Amendment No. 3, filed on November 1, 2000.


                                    Page 23
<PAGE>

                                   SIGNATURES


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

NORTH SHORE CAPITAL IV, INC.

By:  /s/ Gerard M. Werner

----------------------------
GERARD M. WERNER,
Chairman and President

Date: October 3, 2005

                                    Page 24
<PAGE>

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Gerard M. Werner, his true and lawful
attorneys-in-fact and agents with full power of substitution and
re-substitution, for then and in their name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this annual report and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

This power of attorney may be executed in counterparts.

<TABLE>
<CAPTION>

SIGNATURE             TITLE                 DATE
------------------------------------------------------------------
<S>                   <C>                    <C>

/s/ Gerard Werner      Director, Secretary    June 5, 2003

</TABLE>

                                    Page 25
<PAGE>

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


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

                                 EXHIBITS

                                    TO

                                FORM 10-KSB

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


                        NORTH SHORE CAPITAL IV, INC.

<PAGE>

                               EXHIBIT INDEX

     (a)  EXHIBITS

The following documents are filed herewith or have been included as exhibits to
previous filings with the Commission and are incorporated herein by this
reference:

      Exhibit No.  Exhibit

x     3(a)         Articles of Incorporation

x     3(b)         Bylaws

x     4(a)         Agreements Defining Certain Rights of Shareholders

x     4(b)         Specimen Stock Certificate

      7            Not applicable

      9            Not applicable

x     10(a)        Pre-incorporation Consultation and Subscription Agreement

      11           Not applicable

      14           Not applicable

      16           Not applicable

      21           Not applicable

#     23.1         Consent of Counsel
                   (contained in Exhibit 5.1)

#     24.1         Consent of CPA.

#     31.1         Section 302 Certification

#     99.1         Safe Harbor Compliance Statement

-----------------------
#     filed herewith

x     incorporated herein by reference from Registrant's Form 10SB12G,
      Registration Statement, Amendment No. 3 on November 1, 2000.

<PAGE>

NORTH SHORE CAPITAL IV, INC.


TABLE OF CONTENTS

Independent Auditors' Report...........................................F - 2

Financial Statements

    Balance Sheet - December 31, 2002..................................F - 3

    Statements of Operations -
    Years Ended December 31, 2002 and 2001, and
    The period from February 3, 1999 (inception)
    Through December 31, 2002..........................................F - 4

    Statement of Changes in Stockholders' Equity -
    Years Ended December 31, 2002 and 2001 and
    The period from February 3, 1999 (inception)
    Through December 31, 2002..........................................F - 6

    Statements of Cash Flows -
    Years Ended December 31, 2002 and 2001 and
    The period from February 3, 1999 (inception)
    Through December 31, 2002..........................................F - 7

Notes to Financial Statements..........................................F - 7

<PAGE>

NORTH SHORE CAPITAL IV, INC.
(A Development Stage Company)
May 30, 2003

Shareholders and Board of Directors
NORTH SHORE CAPITAL IV, INC.
Springfield, VA 22151

Report of Independent Auditor

I have audited the accompanying balance sheet of North Shore Capital IV, Inc. (a
development stage Company) as of December 31, 2002, and the related statements
of operations, cash flows, and stockholders' equity for the years ended December
31, 2002, December 31, 2001 and the period from February 3, 1999 (inception)
through December 31, 2002. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based upon my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of North Shore Capital IV, Inc. (a
development stage Company) as of December 31, 2002, and the results of
operations, and its cash flows, for the years ended December 31, 2002, December
31, 2001, and the period from February 3, 1999 through December 31, 2002, in
conformity with generally accepted accounting principles.

/s/ Dennis W. Bersch, CPA

Milwaukee, Wisconsin
May 30, 2003

                                      F-2
<PAGE>


                            NORTH SHORE CAPITAL II, INC.
                           (A Development Stage Company)

                                   BALANCE SHEET

                                                      December 31, 2002

ASSETS


CURRENT ASSETS
     Cash                                                    $    -


TOTAL ASSETS                                                 $    -

LIABILITIES AND EQUITY


TOTAL LIABILITIES                                               -0-

Stockholders' equity:

  Preferred stock, $.001 par value;
  0%, noncumulative, convertible,
  10,000,000 shares authorized,
  no shares outstanding

  Common stock, $.001 par value;
  50,000,000 shares authorized,
  2,247,500 issued and outstanding                         $  2,248
  Paid in Capital                                          $ 49,652

  Issued and Outstanding                                     51,900

  Deficit accumulated during the
  development stage                                         (51,900)

  Total stockholders' equity  (deficit)                      $    -


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $   0


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
SEE INDEPENDENT AUDITOR'S REPORT.


                                      F-3
<PAGE>


                            North Shore Capital IV, Inc.
                           (A Development Stage Company)

                                STATEMENT OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 30, 2002, DECEMBER 31, 2001,
                    AND FOR THE PERIOD FROM FEBRUARY 3, 1999 (INCEPTION)
                               TO DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                    Year                  Year                    February 3, 1999
                                                    Ended                 Ended                   (Inception) to
                                                    December 31, 2002     December 31, 2001       December 31, 2002
<S>                                                <C>                   <C>                     <C>
REVENUE                                               $        0           $        0             $        0

EXPENSES:
  Audit fees                                                                     1280                  6,682
  Professional fees                                                                                   40,000
  Organization costs                                                                                   4,400
  Office Expenses                                            270                   70                    270
  Bank charges                                               123                  128                    548


Net loss                                              $     (393)              (1,478)            $  (51,900)

PER SHARE INFORMATION:

 Weighted average number of
 Common shares outstanding                             2,247,500            2,247,500              2,236,383


Loss Per Common Share                                 $     (.00)          $     (.00)            $     (.02)
</TABLE>

                                      F-4
<PAGE>

                            North Shore Capital IV, Inc.
                           (A Development Stage Company)

                             STATEMENT OF OPERATIONS
       FOR THE THREE MONTHS ENDED DECEMBER 31, 2002, & DECEMBER 31, 2001,
    AND FOR THE PERIOD FROM FEBRUARY 3, 1999 (INCEPTION) TO DECEMBER 31, 2002


<TABLE>
<CAPTION>
                                                    Three months          Three months            February 3, 1999
                                                    Ended                 Ended                   (Inception) to
                                                    December 31, 2002     December 31, 2001       December 31, 2002
<S>                                                   <C>                 <C>                     <C>
REVENUE                                               $        0           $        0             $        0

COSTS AND EXPENSES:
  Audit fees                                                                                           6,682
  Professional fees                                                                                   40,000
  Organization costs                                                                                   4,400
  Administrative Fees                                        170                  100                    270
  Bank charges                                                33                   40                    548


Net loss                                              $     (203)                (140)            $  (51,900)

PER SHARE INFORMATION:

 Weighted average number of
 Common shares outstanding                             2,247,500            2,247,500              2,236,383


Loss Per Common Share                                 $     (.00)          $     (.00)            $    (.02)
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
SEE INDEPENDENT AUDITOR'S REPORT.


                                      F-5
<PAGE>

                          NORTH SHORE CAPITAL IV, INC.
                          (A Development Stage Company)

                  STATEMENT OF CHANGES OF STOCKHOLDERS' EQUITY
            FOR THE PERIOD FROM FEBRUARY 3, 1999 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                          Paid        Retained
                                  Shares      Par         in          Earnings
                                  Issued      Value       Capital     (Deficit)       Equity
<S>                              <C>         <C>         <C>         <C>             <C>
Balance at February 3, 1999      $        0   $     0    $      0    $      0         $    0

Issuance of common stock for
Services Rendered at inception
at $.002 on February 3, 1999      2,200,000     2,200       2,200                      4,400


Shares issued pursuant to
Private Placement under
Regulation D                         17,500        18      17,482                     17,500

Issued in exchange
for cash and services
at $1.00 per share                   30,000        30      29,970                     30,000

Net loss for the year ended
December 31, 2001                                                      (1,478)

Net loss for the year ended                                              (393)
December 31, 2002

Net loss for the period from                                         ($51,900)       (51,900)
 February 3, 1999 to
 December 31, 2002


Balance at Dec. 31, 2001          2,247,500   $ 2,248    $ 49,652    ($51,900)        $   (1)
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
SEE INDEPENDENT AUDITOR'S REPORT.


                                      F-6
<PAGE>


                          North Shore Capital IV, Inc.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
        FOR THE YEARS ENDED DECEMBER 31, 2001, DECEMBER 31, 2000, AND FOR
  THE PERIOD FROM FEBRUARY 3, 1999 (DATE OF INCEPTION)THROUGH DECEMBER 31, 2001
<TABLE>
<CAPTION>
                                           The Year               The Year                February 3, 1999
                                           Ended                  Ended                   (Inception) to
                                           December 31, 2002      December 31, 2001       December 31, 2002
<S>                                       <C>                    <C>                    <C>
NET CASH FLOWS USED
BY OPERATING ACTIVITIES
  Net Income (loss)                        (393)                   (1,478)                  ($51,900)
    Cash flow from
    operating activities                   (393)                   (1,478)                  ($51,900)

CASH FLOWS FROM
FINANCING ACTIVITIES
  Purchase of Common Stock                                                                    17,500

  Issuance of stock in
  exchange for
  organizational activities                                                                    4,400

  Issuance of stock in
  exchange for
  professional fees                                                                           30,000

  Net cash provided by
  financing activities                                                                        51,900

Net (decrease) increase
in cash                                     (393)                   (1,478)                       20

Cash and cash equivalents,
beginning of period                          393                     1,871                         0

Cash and cash equivalents,
end of period                                  0                       393                         0

Income taxes paid                           $  0                         0                         0

Interest paid                               $  0                         0                         0
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
SEE NOTES TO FINANCIAL STATEMENTS.

                                      F-7
<PAGE>



                         NOTES TO FINANCIAL STATEMENTS
                                 DECEMBER 31, 2001


1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies of the company are in accordance with generally accepted
accounting principles applied on a basis consistent with that of the preceding
year. Outlined below are those policies considered particularly significant.

Organization and Development Stage Operations

North Shore Capital IV, Inc. (a Development Stage Company) (the Company) was
incorporated on February 3, 1999, in the State of Colorado. The Company is in
the development stage and its intent is to operate as a capital market access
corporation and to acquire one or more existing businesses through merger or
acquisition. The Company has had no significant business activity to date. The
Company has selected the calendar year as its year end. Costs associated with
organization have been expensed in accordance with SOP 98-5.

Stock-Based Compensation

The Company accounts for stock-based compensation under Statement of Financial
Accounting Standards ("SFAS") No. 123 "Accounting for Stock-Based
Compensation". The Company accounts for stock-based compensation based on the
fair value of the consideration received or the fair value of the stock issued,
whichever is more reliably measurable.

Method of Accounting

Assets, liabilities, revenues and expenses are recognized on the accrual basis
of accounting. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.

                                    Page 26
<PAGE>

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows, North Shore considers all
short-term investments in interest-bearing accounts, securities and other
instruments with an original maturity of three months or less, to be equivalent
to cash.

Fair value of financial instruments

The carrying amounts reported in the consolidated balance sheet for cash and
cash equivalents, accounts payable, accrued expenses and other liabilities,
approximate fair value because of immediate or short-term maturity of these
financial instruments.  The underlying carrying amount reported for long-term
debt and capital leases approximates fair value because, in general, the
interest on the underlying instruments fluctuates with market rates.

2.      STOCKHOLDERS' EQUITY

On February 3, 1999, the Company issued two million two hundred thousand
(2,200,000) shares of its $.001 par value common stock for services, rendered by
related parties, valued at their fair market value of $4,400. The shares were
issued pursuant to Rule 701 of the Securities Act of 1933 (the "Act") and are
restricted securities within the meaning of Rule 144 of the Act. The company
issued an additional 47,500 shares of stock pursuant to a private placement
under Regulation D.

The Company authorized 10,000,000 shares of Series A convertible preferred stock
with a par value of $.001 per share. Currently, there are no shares outstanding.
Each share of preferred stock can be converted into one share of common stock
and each share is entitled to one vote, voting together with the holders of
shares of common stock.

3.   RELATED PARTY TRANSACTIONS

An amount totaling $40,000 ($10,000 cash, 30,000 shares of common stock valued
at $1.00 per share) was paid for consulting services rendered in connection with
business planning and compliance. Shareholders of the Company rendered those
consulting services.

As described in footnote #2 the Company issued common stock for services
provided by related parties that are valued at the fair market value of $4,400.


4.   INCOME TAXES

Due to the current period's operating loss, the Company has no provision for
income taxes.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The Company's net
deferred tax asset balances are attributable to net operating loss carry-
forwards. At December 31, 2002, the Company's deferred tax asset consisted of
the following:

     Deferred tax asset                                   $     20,607
     Valuation allowance                                       (20,607)

     Net deferred tax assets recognized on
      the accompanying balance sheets                     $          0


                                    Page 27
<PAGE>

     The components of the income tax provision (benefit) consisted of the
following for the period ended December 31, 2002.

     Current                                        $         0
     Deferred                                            20,607


     Tentative tax provision (benefit)                   20,607
     Change in valuation allowance                      (20,607)

       Net income tax provision (benefit)           $         0


     The Company has a net operating and economic loss carryforward of
approximately $52,000 available to offset future federal and state taxable
income through 2020 as follows:

     Year of Expiration                           Amount

     2019                                      $    45,000
     2020                                            7,000






                                    Page 28