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, 2003

     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: 000-30295


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


       COLORADO            000-30383                 54-1964054
       ---------           ---------------------    ---------------------
       (State of           (Commission File No.)    (IRS Employer ID No.)
       Incorporation)


                        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.)


This Amendment No. 2 to the Form 10-Q filing amends and restates in its entirety
the Form 10-Q dated March 25, 2004, originally filed with the Securities and
Exchange Commission (SEC) on March 25, 2004 and amended March 7, 2005.

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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, 2003. 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, 2003, 2,247,500 shares of the issuer's Common Stock were
outstanding.

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DOCUMENTS INCORPORATED BY REFERENCE:

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

(a)-1. North Shore's Form 10-QSB, filed March 11, 2004, for the quarter
       ending September 30, 2003;

       North Shore's Form 10-QSB, filed March 11, 2004, for the quarter
       ending June 30, 2003;

       North Shore's Form 10-QSB, filed March 11, 2004, for the quarter ending
       March 31, 2003;

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
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]

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                                     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


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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.

     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

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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 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

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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 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

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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 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

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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.

     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

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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 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

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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.

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

                                    Page 11
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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.

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."

                                    Page 12
<PAGE>


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
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 1415 West 22nd Street,
Tower Floor, Oak Brook, IL 60523 which is the office address of its legal
counsel. The Company's telephone number is (630)-684-2300. 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.

                                    Page 13
<PAGE>


                           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
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

                                    Page 14
<PAGE>


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.

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, 2003,
reflects a current asset value of $0, and a total asset value of $0 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 2003, 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

                                    Page 15
<PAGE>


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.

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.

                                    Page 16
<PAGE>


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.


                          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


                                    Page 17
<PAGE>


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.

Name                 Age             Positions Held and Tenure
----                 ---             -------------------------
Gerard Werner         32             President and Director since
                                     February 3, 1999


     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.

                                    Page 18
<PAGE>


Biographical Information

Gerard M. Werner, Esq.

     Mr. Werner has been a member of the District of Columbia Bar Association
since January 1999. 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 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
company: North Shore Capital II.

Conflicts of Interest

     The sole officer and director of the Company will devote only

                                    Page 19
<PAGE>


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.


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


                                    Page 20
<PAGE>


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.


     ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


     The following table sets forth as of December 31, 2003, 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)
2208 Pershing Avenue                 2,200,000         97.89%
Sheboygan, WI 53083

All directors and executive
officers as a group (3 persons)      2,200,000         97.89%

(1)  The persons listed is the sole officer 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

                                    Page 21
<PAGE>


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, 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, Esq., 2208 Pershing Avenue, Sheboygan, WI 53083, 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,
2003, to be filed with the Commission. Any such requests should be directed to
the President of the Company, 2208 Pershing Avenue, Sheboygan, WI 53083.

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

                                    Page 22
<PAGE>


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.


                                     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.

     27            Financial Data Schedule

     28            Not applicable

#    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: March 4, 2005


                                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.


SIGNATURE             TITLE                 DATE
-------------------------------------------------------------------

/s/ Gerard Werner      Director, Secretary    March 25, 2004

                                    Page 24
<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                                    EXHIBITS

                                       TO

                                   FORM 10-KSB

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


                          NORTH SHORE CAPITAL IV, INC.

                                  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

     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.

     27           Financial Data Schedule

     28           Not applicable

#    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 25
<PAGE>


NORTH SHORE CAPITAL IV, INC.


                  FINANCIAL STATEMENTS


R. E. Bassie & Co. Certified Public Accountants

6671 Southwest Freeway, Suite 550
Houston, Texas 77074-2220
Tel: (713) 272-8500 Fax: (713) 272-8515
E-Mail: Rebassie@aol.com

                                    Page 26
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders
North Shore Capital IV, Inc.:

We have audited the balance sheet of North Shore Capital IV, Inc (a development
stage company the Company) as of December 31, 2003, and the related statements
of operations, stockholders' equity and cash flows the year ended December 31,
2003. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of North Shore Capital IV, Inc as
of December 31, 2003, and the results of its operations and its cash flows for
the year ended December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is a development stage
corporation with limited capital. Successful development and marketing of the
Companys products and the procurement of additional financing is necessary for
the Company to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ R. E. Bassie & Co.


Houston, Texas
May 19, 2005


                                    Page 27
<PAGE>


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

                                  BALANCE SHEET

                                                         December 31, 2003
                                                         -----------------

ASSETS                                                         $    0

     TOTAL ASSETS                                              $    0

LIABILITIES AND EQUITY
     NOTE PAYABLE
     TO OFFICER                                                   410

     TOTAL LIABILITIES- Current                                   410

 Stockholders' equity (deficit):

  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
  Additional paid in Capital                                 $ 49,652

  Deficit accumulated during the
  development stage                                           (52,310)

  Total stockholders' equity  (deficit)                         $(410)


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          0

See accompanying notes to financial statements.

                                    Page 28
<PAGE>


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

                             STATEMENT OF OPERATIONS
            FOR THE YEARS ENDED DECEMBER 30, 2003, DECEMBER 31, 2002,
              AND FOR THE PERIOD FROM FEBRUARY 3, 1999 (INCEPTION)
                              TO DECEMBER 31, 2003


                                       Year           Year      February 3, 1999
                                      Ended          Ended       (Inception) to
                                   December 31,   December 31,    December 31,
                                       2003           2002            2003
                                   ------------   ------------  ----------------
REVENUE                               $   0       $        0      $        0

EXPENSES:
  General and Administrative            410              393          52,310
  Total Expenses                        410              393          52,310

Net loss                              $(410)            (393)     $  (52,310)

Net loss per common share-
  basic and diluted:
  Net loss applicable to common
  Shareholders:                                         (.00)           (.00)


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


See accompanying notes to financial statements.

                                    Page 29
<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, 2003

<TABLE>
<CAPTION>
                                                                          Deficit
                                                                          Accumulated    Total
                                Common                     Additional     During the     Stockholders'
                                Shares                     Paid in        Development    Equity
                                Issued         Amount      Capital        Stage          (Deficit)
                                ---------      ------      ----------     -----------    -------------
<S>                             <C>            <C>         <C>            <C>            <C>
Balance, February 3, 1999              --      $   --      $    --        $     --       $     --

Issuance of common shares
for services                    2,230,000       2,230       32,170              --         34,400

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

 Net loss                              --          --           --         (50,049)       (50,049)

Balance, December 31, 2000      2,247,500       2,248       49,562         (50,049)         1,851

 Net loss                              --          --           --          (1,458)        (1,458)

Balance, December 31, 2001      2,247,500       2,248       49,562         (51,507)           393

 Net loss                              --          --           --            (393)          (393)

Balance, December 31, 2002      2,247,500       2,248       49,562         (51,900)            --

 Net loss                              --          --           --            (410)          (410)

Balance, December 31, 2003      2,247,500      $2,248      $49,562        $(52,310)      $   (410)
</TABLE>


See accompanying notes to financial statements.

                                    Page 30
<PAGE>


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

                             STATEMENT OF CASH FLOWS
        FOR THE YEARS ENDED DECEMBER 31, 2003, DECEMBER 31, 2002, AND FOR
  THE PERIOD FROM FEBRUARY 3, 1999 (DATE OF INCEPTION)THROUGH DECEMBER 31, 2003

                                      The Year      The Year    February 3, 1999
                                       Ended         Ended       (Inception) to
                                    December 31,  December 31,    December 31,
                                       2003          2002             2003
                                    -----------   -----------   ----------------
CASH FLOW FROM
OPERATING ACTIVITIES:
  Net loss                          $   (410)      $   (393)       $(52,310)

  Adjustments to reconcile net
  loss to net cash

   Used in operating activities:
   Common stock issued for services                                  34,400

    Net cash used in operating
    activities                          (410)          (393)        (17,910)


CASH FLOWS FROM
INVESTING ACTIVITIES

CASH FLOWS FROM
FINANCING ACTIVITIES
  Proceeds from issuance of stock                                    17,500
  Proceeds from borrowing from
  Shareholder                                           410             410

   Net cash provided by
   financing activities                                 410          17,910

   Net decrease in cash                                (393)             --

Cash at beginning of year                 --            393              --

Cash at end of year                 $     --       $     --        $     --


See accompanying notes to financial statements.

                                    Page 31
<PAGE>


(1)  Summary of Significant Accounting Policies

Organization, Ownership and Business

North Shore Capital IV, Inc. (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.

Investment Securities

The Company accounts for its investments in accordance with Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." Management determines the appropriate
classification of its investments in marketable securities at the time of
purchase and reevaluates such determination at each balance sheet date.
Securities that are bought and held principally for the purpose of selling them
in the near term are classified as trading securities. Debt securities for which
the Company does not have the intent or ability to hold to maturity and equity
securities not classified as trading securities are classified as
available-for-sale. The cost of investments sold is determined on the specific
identification or the first-in, first-out method. Trading securities are
reported at fair value with unrealized gains and losses recognized in earnings,
and available-for-sale securities are also reported at fair value but unrealized
gains and losses are shown in the caption "unrealized gains (losses) on shares
available-for-sale" included in stockholders' equity. Management determines fair
value of its investments based on quoted market prices at each balance sheet
date.

Cash and Cash Equivalents

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

                                    Page 32
<PAGE>


Income Taxes

The Company is a taxable entity and recognizes deferred tax assets and
liabilities for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to be in effect when the temporary differences
reverse. The effect on the deferred tax assets and liabilities of a change in
tax rates is recognized in income in the year that includes the enactment date
of the rate change. A valuation allowance is used to reduce deferred tax assets
to the amount that is more likely than not to be realized.

Advertising Costs

The cost of advertising is expensed as incurred.

Management's Estimates and Assumptions

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, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses. Actual results could differ from these
estimates.

Stock-based Compensation

The Company has chosen to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related Interpretations and to
elect the disclosure option of SFAS No. 123, "Accounting for Stock-Based
Compensation." Accordingly, compensation cost for stock options issued to
employees is measured as the excess, if any, of the quoted market price of the
Company's stock at the date of the grant over the amount an employee must pay to
acquire the stock.

Fair Value of Financial Instruments

The Company estimates the fair value of its financial instruments using
available market information and appropriate valuation methodologies. However,
considerable judgment is required in interpreting market data to develop the
estimates of fair value. Accordingly, the Company estimates of fair value are
not necessarily indicative of the amounts that the Company could realize in a
current market exchange. The use of different market assumption and/or
estimation methodologies may have a material effect on the estimated fair value
amounts. The interest rates payable by the Company on its notes payable
approximate market rates. The Company believes that the fair value of its
financial instruments comprising accounts receivable, notes receivable, accounts
payable, and notes payable approximate their carrying amounts.

New Standards Implemented

In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 153. This statement addresses the measurement
of exchanges of nonmonetary assets. The guidance in APB Opinion No. 29,
Accounting for Nonmonetary Transactions, is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged.

The guidance in that opinion; however, included certain exceptions to that

                                    Page 33
<PAGE>


principle. This statement amends Opinion 29 to eliminate the exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This statement is effective for financial statements for fiscal
years beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges incurred during fiscal years beginning after the
date of this statement is issued. Management believes the adoption of this
statement will have no impact on the financial statements of the Company.

In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 152, which amends FASB statement No. 66,
Accounting for Sales of Real Estate, to reference the financial accounting and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing
Transactions. This statement also amends FASB Statement No. 67, Accounting for
Costs and Initial Rental Operations of Real Estate Projects, to state that the
guidance for (a) incidental operations and (b) costs incurred to sell real
estate projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP
04-2. This statement is effective for financial statements for fiscal years
beginning after June 15, 2005. Management believes the adoption of this
statement will have no impact on the financial statements of the Company.

In November 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 151, Inventory Costs an
amendment of ARB No. 43, Chapter 4. This statement amends the guidance in ARB
No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that under some
circumstances, items such as idle facility expense, excessive spoilage, double
freight, and rehandling costs may be so abnormal as to require treatment as
current period charges. This statement requires that those items be recognized
as current-period charges regardless of whether they meet the criterion of so
abnormal. In addition, this statement requires that allocation of fixed
production overheads to the costs of conversion be based on the normal capacity
of the production facilities. This statement is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. Management does not
believe the adoption of this statement will have any immediate material impact
on the Company.

In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity (hereinafter
SFAS No. 150). SFAS No. 150 establishes standards for classifying and measuring
certain financial instruments with characteristics of both liabilities and
equity and requires that those instruments be classified as liabilities in
statements of financial position. Previously, many of those instruments were
classified as equity. SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003 and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. The Company
has determined the adoption of this statement will have no effect on the
Companys financial statements.

Reclassifications

Certain 2002 amounts have been reclassified to conform to the 2003 presentation.

                                    Page 34
<PAGE>


(2)  Income Taxes

A reconciliation of income taxes at the federal statutory rate to amounts
provided for the years ended December 31, are as follows:

                                                                 December 31
                                                               2003        2002
                                                              -----       -----
Tax expense/(benefit) computed at statutory
  rate for continuing operations                              $(139)      $(134)
Tax (benefit) of operating loss carryforwards                   139         134
Tax expense/(benefit) for continuing operations               $           $  --

The Company has current net operating loss carryforwards in excess of $52,000 as
of December 31, 2003, to offset future taxable income, which expires in various
years through 2020.

Deferred taxes are determined based on the temporary differences between the
financial statement and income tax bases of assets and liabilities as measured
by the enacted tax rates, which will be in effect when these differences
reverse. The components of deferred income tax assets are as follows:

                                                               December 31
                                                            2003         2002
                                                          --------     --------
Deferred tax assets:
Net operating loss                                        $ 17,785     $ 17,646

Total deferred tax assets                                   17,785       17,646

Valuation allowance                                        (17,785)     (17,646)
Net deferred assets                                       $     --     $     --

At December 31, 2003, the Company provided a 100% valuation allowance for the
deferred tax asset because given the volatility of the current economic climate,
it could not be determined whether it was more likely than not that the deferred
tax asset would be realized.



END OF AUDITOR"S REPORT

                                    Page 35
<PAGE>


CONSENT OF COUNSEL

I hereby consent to the incorporation by reference in this Annual Report on Form
10-KSB of my consent dated November 1, 2000, appearing in the North Shore
Capital IV, Inc. Registration Statement on Form 10SB12G filed November 1, 2000.
I also consent to the reference tomes under the heading "Exhibits" in such
Registration Statement.

GERARD WERNER, Esq.

/s/ Gerard Werner, Esq.

By:_______________________


Sheboygan, WI
August 24,2005

                                    Page 36