U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                Amendment No 2 to

                                   FORM 10-KSB/A

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 2003

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

     For the transition period from ___________ to ___________

                        Commission File Number: 0-33023

                                 Shiprock, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

           Nevada                                         86-0982792
-------------------------------                         --------------
(State or other jurisdiction of                         (IRS Employer
incorporation  or  organization)                        Identification
                                                        No.)

    1370 N. Monterey Dr., Apache Junction, AZ             85220
    -----------------------------------------         --------------
    (Address of principal executive offices)           (zip code)

             Issuers telephone number:   (480) 288-4223
                                         ----------------

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

Title of each class registered: None       Name of each exchange on which
                                           registered:  None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $.001
                          -----------------------------
                                (Title of class)

     Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

     Check if no disclosure of delinquent filers in response to Item 405
of Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

     State issuer's revenues for its most recent fiscal year.  $100.

     Based on the average if the closing bid and asked prices of the issuer's
common stock on December 31, 2003, the aggregate market value of the voting
stock held by non-affiliates of the registrant on that date was $1,450,000
($2.50 times 580,000).

     As of March 11, 2003, the issuer had 1,580,000 shares of common
stock outstanding.

     Documents incorporated by reference:  See Item 13.  Exhibits and Reports
on Form 8-K in Part III.


     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


                                       1
<PAGE>


                           Forward-Looking Statements

This report contains forward-looking statements.  The forward-looking statements
include all statements that are not statements of historical fact.  The
forward-looking  statements are often identifiable by their use of words such
as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or
"continue," "plans" or the negative or other variations of those or comparable
terms.  Our actual results could differ materially from the anticipated results
described in the forward-looking statements.  Factors that could affect our
results include, but are not limited to, those discussed in Item 6,
"Management's Discussion and Analysis or Plan of Operation" and included
elsewhere in this report.







                                       2
<PAGE>




                                    CONTENTS

                                                                          PAGE
PART I

    Item 1.  Description of Business........................................4
    Item 2.  Description of Property.......................................13
    Item 3.  Legal Proceedings.............................................13
    Item 4.  Submission of Matters to a Vote of Security Holders...........13

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters......14
    Item 6.  Management's Discussion and Analysis or Plan of Operation.....16
    Item 7.  Financial Statements..........................................17
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure........................18
    Item 8A. Controls and Procedures.......................................20

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act...............................................21
    Item 10. Executive Compensation........................................22
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management.................................................23
    Item 12. Certain Relationships and Related Transactions................24
    Item 13. Exhibits and Reports on Form 8-K..............................25
    Item 14. Principal Accountant Fees and Services........................26

SIGNATURES   ..............................................................27




                                       3

<PAGE>



                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS.

A.  Business Development, Organization and Acquisition Activities

Shiprock, Inc., a developmental stage company, hereinafter referred to as
"the Company", was organized by the filing of Articles of Incorporation with
the Secretary of State of the State of Nevada on November 2, 1999.  The
original articles of the Company authorized the issuance of twenty million
(20,000,000) shares of Common Stock at par value of $0.001 per share and
five million (5,000,000) shares of Preferred Stock at par value of $0.001.
On November 2, 2000, the Company issued one million (1,000,000) shares of
its $0.001 par value Common Stock for cash of $1,000, held by two (2)
shareholders of record.

On August 25, 2000, the Company initiated a public offering of shares of
common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, which resulted in the sale of an
additional 580,000 shares of its $0.001 par value common stock to
approximately 64 shareholders.  As of December 31, 2003, therefore, the
number of common shares issued and outstanding is one million, five-hundred
and eighty thousand (1,580,000).

The original business plan of Shiprock, Inc. provided installation of
landscaping for new homes in the metropolitan area of Phoenix, Arizona,
with a primary emphasis on irrigation systems.  This included renovation,
sprinkler installation and repair on later model homes.



1)  Principal Products, Services and Principal Markets.

Shiprock, Inc. was originally incorporated to set up a landscaping business,
in the greater metropolitan area of Phoenix, Arizona.  Its original business
focus was the installation of irrigation systems for new homes, as well as the
repair of previously installed sprinkler systems.  Shiprock is an outgrowth
of a landscaping business that has been doing business by the Company's
current management as The Flying Circus, a Limited Liability Company
operated in the Phoenix, Arizona area for the past ten years

Shiprock, Inc. has tried to develop its expertise in the area of
irrigation.  This included both the installation of new systems and
to repair systems that were fifteen to twenty years old.  Management
observed that many customers are unwilling to replace a broken irrigation
systems, but look for service to repair them.  One of the factors that led
management to realize that a separate business specializing in irrigation
systems could be viable was the fact that a substantial number of other
contractors would regularly call them, via their Flying Circus landscaping
operations to sub-contract out the irrigation jobs.

                                     4

<PAGE>


The Company has a limited operating history upon which an evaluation of the
Company, its current business and its prospects can be based, each of which
must be considered in light of the risks, expenses and problems frequently
encountered by all companies in the early stages of development, and
particularly by such companies entering new and rapidly developing markets.
The Company's prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies
in their early stages of development.

Prospective customers and marketing targets for Shiprock included both new
homebuyers and longer term homeowners.  The Company advertised in the Yellow
Pages and newspapers in the Phoenix area.  They also utilized advertising via
value-pack and flyer runs on new home developments in targeted neighborhoods.
The auditors of the Company have issued a going concern opinion in Note 2 of
the Notes to Financial Statements, the Company may not be able to generate
enough revenues or have significant cash or other material assets, to cover
its operating costs and to allow it to continue as a going concern.

The Company's original business plan has not been successful.  The Company
has not achieved profitability to date, and the Company anticipates that it
will continue to incur net losses for the foreseeable future.  As of December
31, 2003, the Company had an accumulated deficit of twenty-five thousand two
hundred twenty-nine ($25,229) dollars.  There can be no assurances that the
Company can achieve or sustain profitability or that the Company's operating
losses will not increase in the future.

The Company is a 12(g) registered company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").  As a "reporting company,"
management believes the Company may be more attractive to a private acquisition
target as its common stock is also quoted on the OTC Bulletin Board.

The Company has been assessing various options and strategies.  The
analysis of new businesses opportunities and evaluating new business
strategies has been undertaken by or under the supervision of the Company's
acting President.  In analyzing prospective businesses opportunities, management
will consider, to the extent applicable, the available technical, financial and
managerial resources of any given business venture.  Management will also
consider the nature of present and expected competition; potential advances in
research and development or exploration; the potential for growth and expansion;
the likelihood of sustaining a profit within given time frames; the perceived
public recognition or acceptance of products, services, trade or service marks;
name identification; and other relevant factors.  The Company anticipates that
the results of operations of a specific business venture may not necessarily be
indicative of the potential for future earnings, which may be impacted by a
change in marketing strategies, business expansion, modifying product emphasis,
changing or substantially augmenting management, and other factors.





                                     5

<PAGE>



The Company will analyze all relevant factors and make a determination based
On a composite of available information, without reliance on any single
factor.  The period within which the Company will decide to participate in a
given business venture cannot be predicted and will depend on certain
factors, including the time involved in identifying businesses, the time
required for the Company to complete its analysis of such  businesses, the
time required to prepare appropriate documentation and other circumstances.

Management believes the Company has been under-funded to build its core
business.  Management has been unable to identify new prospective customers
for water irrigation systems.  Shiprock has been unable to sub-contract
sprinkler repair jobs and build its customer base.


2)  Customers

The Company intended to serve homeowners with both new and established
water installation systems.  The Company began its operations in Arizona
in the greater Phoenix area.  Their business focus dealt, with servicing
the home market.


3)  Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
    Agreements, or Labor Contracts

The Company regards substantial elements of its future and underlying
infrastructure and technology as proprietary and attempts to protect them
by relying on trademark, service mark, copyright and trade secret laws and
restrictions on disclosure and transferring title and other methods.  The
Company plans to enter into confidentiality agreements with its future
employees and any future consultants and in connection with its license
agreements with third parties and generally seeks to control access to its
irrigation business and other proprietary information.  Despite these
precautions, it may be possible for a third party to copy or otherwise
obtain and use the Company's proprietary information without authorization
or to develop similar technology independently.  Legal standards relating
to the validity, enforceability and scope of protection of certain
proprietary rights in irrigation businesses may be uncertain, and no
assurance can be given as to the future viability or value of any of the
Company's proprietary rights.  This can be no assurance that the steps
taken by the Company will prevent misappropriation or infringement of its
proprietary information, which could have a material adverse effect on the
Company's business, results of operations and financial condition.


                                     6

<PAGE>


4)  Effect of Existing or Probable Government Regulations

The Company is fully bonded and licensed and careful in its adherence to
all regulations.  Beyond these, however, the irrigation industry is subject
to many different kinds of regulatory authority, not only in Arizona but in
the country as a whole; and these regulations differ in relation to climate,
local water supplies, and numerous other factors that vary from state to
state or even municipality to municipality.  Shiprock plans to stay abreast
of all federal, state, regional and local regulations that are relevant to
its business and maintain careful compliance with them wherever necessary.


5)  Impact of Environmental Laws

As a licensed contractor, the Company must adhere to all federal, state or
local environmental laws which would effect is operations.


6)  Employees

The Company currently has one (1) employee, who also serves as Chief Executive
Officer, and Chief Financial Officer of the Company.

(i) The Company's performance is substantially dependent on the performance
of its President, Tommy Gropp.  In particular, the Company's success depend
on their ability to build the business for the Company.

(ii) The Company does not carry key person life insurance on any of its
personnel. The loss of the services of any of its executive officers or other
key employees could have a material adverse effect on the business, results of
operations and financial condition of the Company.  The Company's future
success also depends on its ability to retain and attract highly qualified
technical and managerial personnel.

(iii)  There can be no assurance that the Company will be able to retain its
key managerial and technical personnel or that it will be able to attract and
retain additional highly qualified technical and managerial personnel in the
future.   The inability to attract and retain the technical and managerial
personnel necessary to support the growth of the Company's business, due to,
among other things, a large increase in the wages demanded by such personnel,
could have a material adverse effect upon the Company's business, results of
operations and financial condition.

                                    7

<PAGE>



Risk Factors
------------

a)  LIMITED OPERATING HISTORY MAKES POTENTIAL DIFFICULT TO ASSESS.  The
Company was incorporated in the State of Nevada on November 2, 1999 (file
number:  28250-1999)  As of the date of this document, the Company has
developed a business plan, established administrative offices and an
operating facility at Apache Junction, AZ, and begun the process of
identifying prospective customers for the landscaping of residential homes
in the Phoenix metropolitan area.

The Company has limited operating history and must be considered to be
only a step away from the status of a developmental stage company.
Prospective investors should be aware of the difficulties encountered by
such new enterprises, as the Company faces all of the risks inherent in any
new business and especially with a developmental stage company.  These risks
include, but are not limited to, competition, the absence of an operating
history, the need for additional working capital, and the possible inability
to adapt to various economic changes inherent in a market economy.  The
likelihood of success of the Company must be considered in light of these
problems, expenses that are frequently incurred in the operation of a new
business and the competitive environment in which the Company will operate.

b)  EVENTUAL NEED FOR ADDITIONAL CAPITAL.  In September, 2000, the
Company completed a 504 Offering and was able to generate enough
working capital to implement plans for the first year of its operations.
However, the Company needs additional capital in order to expand its
operations.  Especially if the Company hopes to identify new customer
bases.  At this point, any additional funds will be derived somewhat
from internal sources or from future stock offerings.  These future
offerings could significantly dilute the value of any previous investor's
investment value.

c)  OPERATING LOSSES, NEGATIVE CASH FLOW FROM OPERATIONS LIKELY FOR
FORESEEABLE FUTURE.  There is no guarantee that the Company will ever be
able to operate profitably or derive any significant revenues from its
operation.  The Company could be required to raise additional financing
through a Regulation D, 505 or 506 Offering to fully implement its entire
business plan.

d)  STRONG COMPETITION COULD CUT INTO COMPANY'S MARKET.  Competition for
small landscaping companies is relatively limited due to the number of new
homes and renovations being done in the metropolitan Phoenix area, and as
stated above, the Company is in a relatively new position to capture this
business from its competitors.  There is no guarantee that Shiprock will be
able to build on these accomplishments, or that the public will support
Shiprock in the future.  Other companies, with greater financial resources,
could enter the Phoenix area, or current competitors could find ways to out
perform Shiprock, at the Company's expense.



                                     8

<PAGE>



A common problem with most small landscaping companies is that they are not
able to do the larger jobs due to lack of sufficient capital.  The Company
currently faces this problem, especially with other well-financed
competitors in the same marketplace.

Furthermore, the Company's desire to expand could expose it to competition
both from large companies who share the desire to operate in a national
arena and from the established companies in various regions and areas of the
country who would be fighting for the same customers as those of Shiprock
or its affiliates and associated entities.

e)  COMPANY MAY FAIL TO CONVINCE ENOUGH CUSTOMERS TO USE ITS SERVICES.  The
Company's has not succeeded in establishing a landscaping business with water
irrigation systems.  Despite the good reputation and strong referral base of
the Company's management and its strong belief that Shiprock will do very
well, the Company has been unable to establish itself as an effective business
in its home market it will not be able to fulfill any of the more ambitious
aspects of its business plan.  It is unlikely at this point that market
acceptance will be forthcoming.

f)  DEPENDENCE ON KEY PERSONNEL COULD LEAD TO PROBLEMS.  The Company
currently relies heavily upon the services and expertise of Tommy Gropp.
Should the Company be deprived of the services of Mr. Gropp for any reason,
the results would be devastating to the Company and could lead to its
dissolution.

g) POSSIBLE REGULATORY OBSTACLES CREATED BY CHANGES IN WATER SUPPLY.  In
the Southwest United States there are major political storms as well as
troubling environmental issues that relate to the issue of the water supply.
The use of water from the area's major rivers are at the center of
continuing disputes between the states of those regions.  As a company
primarily concerned with irrigation systems and the watering of client's
lawns, shrubbery and gardens, Shiprock's fortunes are intimately bound up
with all issues of public policy that have to do with these critical issues
of water use.  It is entirely possible that controversies and regulations
that relate to these issues could have an adverse effect on the Company's
business, both in Arizona and in the larger Southwest region that it intends
to serve.

h  DROUGHT CONDITIONS COULD LEAD TO PROHIBITIONS ON WATERING.  The State
of Arizona and parts of the Southwest have been subjected to drought with
some regularity in the past decades.  It is well known that the first kind of
water use that local and state governments curtail when faced with a short-
age of that critical element is that relating to the watering of private
lawns and gardens.  In some jurisdictions, such usage is prohibited by severe
fines.  Should such a situation come into being in the future, the Company
would stand to lose a substantial amount of revenues, and, if severe enough,
could even cause the Company's business to fail.


                                     9

<PAGE>


i)  CHANGING ENVIRONMENTAL ATTITUDES COULD CUT THE AVAILABLE MARKET.  As
the availability of water becomes a bigger issue and many people are in
the process of changing their attitudes toward appropriate water use,
advocates are emerging for so-called indigenous plant landscaping that
relies on flora that grow naturally in the dry desert climate of the
Southwest.  Whatever might be said on either side of this issue, the fact
remains that to the extent that consumers turn away from green grasses and
plants, the Company's lawn-sprinkler systems will have a smaller available
market.

j)  LACK OF CASH DIVIDENDS.  The Company has not paid any cash dividends
on the Common Shares to date, and there can be no guarantee that the Company
will be able to pay a cash dividends on the Common Shares in the foreseeable
future. Initial earnings that the Company may realize, if any, will be
retained to finance the growth of the Company.  Any future dividends, of
which there can be no guarantee, will be directly dependent upon earnings of
the Company, its financial requirements and other factors that are not
determined.  (See "CAPITALIZATION")

k)  POSSIBLE LIABILITY FOR SERVICE PROVIDED.  There is no guarantee that
the level of coverage secured by the Company will be adequate to protect the
Company from risks associated with claims that exceed the level of coverage
maintained.  As a result of the Company's limited operations to date, no
threatened or actual claims have been made upon the Company for service
liability.

l)  SHARES SUBJECT TO RULE 144.  On April 14, 2000, the Company had
1,000,000 Common Shares issued and outstanding that have not been
registered with the Commission or any State securities agency and which
are currently restricted pursuant to Rule 144 promulgated by the Commission
under the 1933 Act.  Rule 144 provides, in essence, that a person holding
restricted securities for two years from the date the securities were
purchased from the issuer, or an affiliate of the issuer, and fully paid,
may sell limited quantities of the securities to the public without
registration, provided there shall be certain public information with
respect to the issuer.  Pursuant to Rule 144, securities held by
non-affiliates for more than three years may generally be sold without
reference to the current public information or broker transaction
requirements, or the volume limitations.  None of the current outstanding
restricted shares are available for resale pursuant to Rule 144.  The sale of
some or all of the currently restricted Common Shares could have a material
negative impact upon the market price of the Common Shares if a market for
the Common Shares should develop in the future.  (See "PRINCIPAL STOCKHOLDERS")



                                     10

<PAGE>

m)  LOW-PRICED STOCKS MAY AFFECT THE RESELL THE COMPANY'S SHARES.
    -------------------------------------------------------------

Penny Stock Regulation Broker-dealer practices in connection with transactions
in "Penny Stocks" are regulated by certain penny stock rules adopted by the
Securities and Exchange Commission. Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system). The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the risk associated
with the penny stock market. The broker-dealer must also provide the customer
with current bid and offer quotations for the penny stock, the compensation of
the broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account.  In addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer must make a written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules.  When the Registration Statement becomes effective and the
Company's securities become registered, the stock will likely have a trading
price of less than $5.00 per share and will not be traded on any exchanges.
Therefore, the Company's stock is initially selling at $0.01 per share they will
become subject to the penny stock rules and investors may find it more difficult
to sell their securities, should they desire to do so.

n)  POTENTIAL FLUCTUATION IN OPERATING RESULTS; QUARTERLY FLUCTUATIONS

The Company's operating results may fluctuate significantly in the
future as a result of a variety of factors, many of which are outside
the Company's control.  As a strategic response to changes in the
competitive environment, or change the Company's business focus could
have a material short-term or long-term adverse effect on the Company's
business, results of operations and financial condition.

o)  RISKS ASSOCIATED WITH NEW CAMPAIGNS AND ATTEMPTS TO EXPAND

There can be no assurance that the Company will be able to expand its
operations in a cost-effective or timely manner or that any such efforts will
maintain or increase overall market acceptance.  Furthermore, any concerted but
unsuccessful attempts by the Company to expand its business or change its
business focus could damage the Company's reputation and diminish the value of
its name.  Expansion of the Company's operations in this manner would also
require significant additional expenses and development, that could strain the
Company's management, financial and operational resources.  The lack of market
acceptance of the Company's services could result in the Company's inability to
generate satisfactory revenues and its inability to offset their costs could
have a material adverse effect on the Company's business, results of operations
and financial condition.



                                     11
<PAGE>



Recent Events

Recent Events

On November 24, 2003, the Company entered into a letter of intent to acquire
all of the issued and outstanding stock of Duska Scientific Co., a Delaware
corporation ("Duska").  Pursuant to the terms of the letter of intent, Duska
will merge with a newly-formed subsidiary of the Company and will thereby
become a subsidiary of the Company.  As part of the proposed transaction, the
Company will issue new, unregistered shares to the stockholders of Duska.
The exact number of shares to be issued to the Duska will depend on certain
factors, but is expected to represent approximately 92% of the shares
outstanding after the closing of the transaction.  Accordingly, the Duska
stockholders will become the controlling stockholders of the Company.  The
Company expects to sign a formal acquisition agreement with Duska in the
near future.  The acquisition of Duska is subject to the execution of the
acquisition agreement and certain customary closing conditions.

Duska, a privately held Delaware corporation based in Bala Cynwyd,
Pennsylvania, commenced operations in 1999.  Duska is an emerging
biopharmaceutical company that is developing various diagnostic and
therapeutic products based upon Duska's technology related to adenosine 5'-
triphosphate (ATP) and its receptors.  ATP is a biological compound that is
found in every cell of the human body, where it constitutes the source of
energy that fuels all body functions.  Duska owns or has exclusive license
rights to the four diagnostic and therapeutic applications, which are
in various stages of development.

                                     12

<PAGE>





ITEM 2.  DESCRIPTION OF PROPERTY.

A.  Description of Property

The Company's corporate headquarters are located at:  1370 N. Monterey Dr.,
Apache Junction, AZ  85220.  Telephone number:  (480) 288-4223.  This space
is provide to Shiprock by its sole director at no cost to the business.

B.  Investment Policies

The Company does not currently own and the Company has not made any
investments in real estate, including real estate mortgages, and the
Company does not intend to make such investments in the near future.


ITEM 3.  LEGAL PROCEEDINGS.

As of the date hereof, Shiprock, Inc. is not a party to any material
legal proceedings, and none are known to be contemplated against Shiprock,
Inc.

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

No matters were submitted to a vote of security holders during the fiscal
year ended December 31, 2003.


                                   13
<PAGE>




                                PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(i) Market Information
----------------------

On February 25, 2002, the Company's common stock was cleared for trading on
the OTC Bulletin Board system, under the trading symbol: SRKI.  Since the
Company was approved for trading, a very limited market exists for the
trading of the Company's common stock.

The table below sets forth the high and low bid prices of our common stock for
each quarter shown, as provided by the NASD Trading and Market Services
Research Unit.  Quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

<TABLE>
<CAPTION>

FISCAL 2002                                  HIGH              LOW
--------------------------------             ----              ----
<S>                                          <C>               <C>
Quarter ended March 31, 2002                 $0.00             $0.00
Quarter ended June 30, 2002                  $0.00             $0.00
Quarter ended September 30, 2002             $0.00             $0.00
Quarter ended December 31, 2003              $1.50             $0.00

FISCAL 2003
--------------------------------             ----              ----
<S>                                          <C>               <C>
Quarter ended March 31, 2002                 $1.50             $1.01
Quarter ended June 30, 2002                  $2.15             $1.01
Quarter ended September 30, 2002             $2.15             $1.01
Quarter ended December 31, 2003              $2.50             $1.01


</TABLE>


(a) There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the
Company's common stock.

(b)  There is currently no common stock of the Company which could be sold
under Rule 144 under the Securities Act of 1933 as amended or that the
registrant has agreed to register for sale by security holders.

(c)  The Company did not repurchase any of its shares during the fourth
quarter of the fiscal year covered by this report.

(ii) Holders
------------

The approximate number of holders of record of common stock as of December 31,
2003 was approximately fifty-six (56).

                                  14

<PAGE>


(iii) Dividends
---------------

Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally  available for the
payment of dividends. No dividends have been paid on our common stock, and we
do not anticipate paying any dividends on our common stock in the foreseeable
future.

(iv)  Liquidity and Capital Resources
-------------------------------------

On November 2, 1999, the Company issued one million (1,000,000) shares of
its $0.001 par value Common Stock for cash of $1,000, held by two (2)
shareholders of record.

On August 25, 2000, Shiprock was issued a permit to sell securities by the
State of Nevada, pursuant to our application for registration by qualification
of our offering of Common Stock in that state (See Exhibit 99 "Notice of
Effectiveness").  The application for registration by qualification was filed
pursuant to the provisions of NRS 90.490, which requires the public filing and
delivery to investors of a substantive disclosure document before sale.  On
September 30, 2000, Shiprock completed a public offering of shares of our
common stock pursuant to Regulation D, Rule 504 of the Securities Act of 1933,
as amended, and the registration by qualification of said offering in the
State of Nevada, whereby Shiprock sold 580,000 shares of Common Stock to
approximately 64 unaffiliated shareholders of record, none of whom were or are
officers, directors or affiliates of the Company.  The entire offering was
conducted exclusively in the State of Nevada, pursuant to the permit issued by
the State of Nevada.  As of December 31, 2003, therefore, the number of common
shares issued and outstanding is one million, five-hundred and eighty thousand
(1,580,000).

In addition, this offering was made on a best efforts basis and was not
underwritten.  In regards to the August-September, 2000 offering, listed
below are the requirements set forth under Regulation D, Rule 504 and the
facts which support the availability of Rule 504 to the August-September,
2000 offering:

As of December 31, 2003, the Company has 1,580,000 shares of common stock
issued and outstanding held by approximately 56 shareholders of record.

The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year.

The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations. These
limitations have adversely affected the Company's ability to obtain certain
projects and pursue additional business. There is no assurance that the
proceeds of the Company will be able to raise sufficient funding to enhance
the Company's financial resources sufficiently to generate volume for the
Company.

                                    15
<PAGE>


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

((a) Results of Operations
--------------------------

As a developmental stage Company, the Company had revenues of $100 for
calendar year ending 2003 versus $2,459 in revenues for the same period last
year.  The Company does not expect to generate any significant revenues over
the next approximately to twelve (12) months.  During calendar year, 2003,
the Company experienced net losses $(789) versus net losses of $(3,197)
for the same period last year.  The bulk of these expenses, $804 were for
depreciation and $84 in general and administrative costs.  The net (loss) per
share- basic and fully diluted for 2003 was $(0.00) versus $(0.00) for the
same period last year.  Since the Company's inception on November 2, 1999
through December 31, 2003 it has lost $(25,229).  The Company does not have
any material commitments for capital expenditures.

(b) Plan of Operation
---------------------

(i)  The Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern.  The ability
of the Company to continue as a going concern is dependent upon its ability
to raise additional capital  from the sale of common stock and, ultimately,
the achievement of significant operating revenues.

The Company does not have any preliminary agreements or understandings
between the company and its stockholders/officers and directors with
respect to loans or financing to operate the company.  The Company
currently has no arrangements or commitments for accounts and accounts
receivable financing.  There can be no assurance that any such financing
can be obtained or, if obtained, that it will be on reasonable terms.

Unless the Company can start generating additional revenues, it is
questionable that it can remain a Going Concern.  In order for the Company
to remain a Going Concern it will need to find additional capital or an
acquisition.  Additional working capital may be sought through additional
debt or equity private placements, additional notes payable to banks or
related parties (officers, directors or stockholders), or from other
available funding sources at market rates of interest, or a combination of
these.  The ability to raise necessary financing will depend on many
factors, including the nature and prospects of any business to be acquired
and the economic and market conditions prevailing at the time financing is
sought.  No assurances can be given that any necessary financing can
be obtained on terms favorable to the Company, or at all.

(ii)  No engineering, management or similar report has been prepared or
provided for external use by the Company in connection with the offer of
its securities to the public.

(iii)  The Company is not anticipating any significant changes in the number
of employees.

                                      16
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.



                                SHIPROCK, INC.
                         (A Development Stage Company)

                             FINANCIAL STATEMENTS

                          DECEMBER 31, 2003 AND 2002



                                   CONTENTS
                                   --------

<TABLE>
<CAPTION>

CONTENTS

                                                  PAGE
<S>                                               <C>
INDEPENDENT AUDITORS' REPORT                      F-1
INDEPENDENT AUDITORS' REPORT                      F-2
BALANCE SHEETS                                    F-3
STATEMENTS OF OPERATIONS                          F-4
STATEMENT OF STOCKHOLDER'S DEFICIT                F-5
STATEMENTS OF CASH FLOWS                          F-6
NOTES TO FINANCIAL STATEMENTS                     F-7-12


</TABLE>

                                     17
<PAGE>


Beckstead and Watts, LLP
----------------------------
Certified Public Accountants
                                                         3340 Wynn Road, Ste. B
                                                            Las Vegas, NV 89102
                                                                   702.257.1984
                                                             702.362.0540 (fax)

                         INDEPENDENT AUDITORS' REPORT

Board of Directors
Shiprock, Inc.
Las Vegas, NV

We have audited the Balance Sheet of Shiprock, Inc. (the "Company") (A
Development Stage Company), as of December 31, 2003, and the related Statement
of Operations, Stockholders' Equity, and Cash Flows for the year ended December
31, 2003 and 2002, the period November 2, 1999 (Date of Inception) to December
31, 2003.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.  The financial statements of Shiprock, Inc. as of
December 31, 2002, were audited by other auditors who's reported dated January
23, 2003, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards
in the United States of America.  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
statement presentation.  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 Shiprock, Inc. (A Development
Stage Company) as of December 31, 2003, and the results of its operations and
cash flows for the year ended December 31, 2003 and for the period November 2,
1999 (Date of Inception) to December 31, 2003, in conformity with generally
accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 2 to the financial
statements, the Company has had limited operations and have not commenced
planned principal operations.  This raises substantial doubt about its ability
to continue as a going concern.  Management's plan in regard to these matters
are also described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

January 16, 2004


/s/ Beckstead and Watts, LLP
----------------------------
    Beckstead and Watts, LLP
                                   F-1
<PAGE>


Beckstead and Watts, LLP
----------------------------
Certified Public Accountants
                                                       3340 Wynn Road, Ste. B
                                                          Las Vegas, NV 89102
                                                                 702.257.1984
                                                           702.362.0540 (fax)

                       INDEPENDENT AUDITORS' REPORT

Board of Directors
Shiprock, Inc.
Las Vegas, NV

We have audited the Balance Sheet of Shiprock, Inc. (the "Company")(A
Development Stage Company), as of December 31, 2002, and the related
Statement of Operations, Stockholders' Equity, and Cash Flows for the year
then ended, the period November 2, 1999 (Date of Inception) to December 31,
2002.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards in the United States of America.  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 statement presentation.  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 Shiprock, Inc. (A
Development Stage Company) as of December 31, 2002, and the results of its
operations and cash flows for the year then and for the period November 2,
1999 (Date of Inception) to December 31, 2002, in conformity with generally
accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 2 to the financial
statements, the Company has had limited operations and have not commenced
planned principal operations.  This raises substantial doubt about its
ability to continue as a going concern.  Management's plan in regard to these
matters are also described in Note 2.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

April 9, 2004

/s/ Beckstead and Watts, LLP
----------------------------
    Beckstead and Watts, LLP

                                   F-2
<PAGE>


                                SHIPROCK, INC.
                         (A Development Stage Company)
                                 BALANCE SHEET
<TABLE>
<CAPTION>

BALANCE SHEET

                                                        December 31,
                                                        ------------
                                                            2003
                                                        ------------
<S>                                                     <C>
ASSETS
   Cash and cash equivalents                            $         27
   Inventory                                                     478
                                                        ------------
     Total current assets                                        505
                                                        ------------

Fixed assets, net                                              4,266

                                                        $      4,771
                                                        ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities                                     $          -
                                                        ------------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value;
    5,000,000 shares authorized,
    no shares issued and outstanding                    $          -
  Common stock, $0.001 par value;
    20,000,000 shares authorized,
    1,580,000 shares issued and outstanding                    1,580
  Additional paid-in capital                                  28,420
  Deficit accumulated during the development stage           (25,229)
                                                        ------------
                                                               4,771
                                                        ------------
                                                        $      4,771
                                                        ============
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                    F-3
<PAGE>



                                SHIPROCK, INC.
                         (A Development Stage Company)
                           STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS


                                                                  November 2,
                                         For the years ended         1999
                                             December 31,       (Inception) to
                                        ----------------------   December 31,
                                             2003      2002          2003
                                        ----------  ----------  --------------
<S>                                     <C>         <C>         <C>
Revenue                                 $      100  $    2,459  $       10,834
Cost of goods sold                               -       1,636           7,478
                                        ----------  ----------  --------------
                                               100         823           3,356

Expenses:
  Depreciation                                 805       1,836           4,919
  General and administrative expenses           84       2,184          23,666
                                        ----------  ----------  --------------
     Total expenses                            889       4,020          28,585

Net (loss)                              $     (789) $   (3,197) $      (25,229)
                                        ==========  ==========  ==============

Weighted average number of
  common shares outstanding              1,580,000   1,580,000
                                        ==========  ==========

Net income (loss) per share - basic
  and fully diluted                     $    (0.00) $    (0.00)
                                        =========== ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                     F-4
<PAGE>



                                SHIPROCK, INC.
                         (A Development Stage Company)
                Statement of Changes in Stockholders' Equity
          November 2, 1999 (Date of Inception) to December 31, 2003

<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                                        (Deficit)
                                                       Accumulated
                 Common Stock    Additional            During the     Total
               ---------------   Paid-in Subscriptions Development Stockholders'
                Shares   Amount   Capital   Receivable     Stage       Equity
               --------- ------ ------------ --------- ----------- ------------
<S>            <C>       <C>    <C>          <C>       <C>         <C>
November 2, 1999
Founder shares
issued for
subscription
receivable     1,000,000  1,000            -    (1,000)         -             -

Net (loss)
  September 18,
  1999 (Inception)
  to December 31,
  1999                                                          -             -
               --------- ------ ------------ --------- ----------- ------------
Balance,
Dec 31,
1999           1,000,000  1,000            -    (1,000)          -            -
               --------- ------ ------------ --------- ----------- ------------

March 2000
Cash received
 for subscription
 receivable            -      -                  1,000          -         1,000

September 2000
 Shares issued for
 cash pursuant to
 Rule 504
 offering         580,000    580       28,420        -          -        29,000

Net (loss), for
 the year ended
 December 31,
 2000                   -      -            -         -    (17,915)     (17,915)
               --------- ------ ------------ --------- ----------- -------------
Balance,
Dec 31,
2000           1,580,000 $1,580 $     28,420 $       - $   (17,915)$     12,085
               --------- ------ ------------ --------- ----------- ------------

Net (loss), for
 the year ended
 December 31,
 2001                  -      -            -         -     ( 3,328)      (3,328)
               --------- ------ ------------ --------- ----------- -------------
Balance,
Dec 31,
2001           1,580,000 $1,580 $     28,420 $       - $   (21,243)$      8,757
               --------- ------ ------------ --------- ----------- ------------

Net (loss), for
 the year ended
 December 31,
 2002                  -      -            -         -      (3,197)      (3,197)
               --------- ------ ------------ --------- ----------- -------------
Balance,
December 31,
2002           1,580,000 $1,580 $     28,420 $       - $   (24,440)$      5,560
               --------- ------ ------------ --------- ----------- ------------

Net (loss), for
 the year ended
 December 31,
 2003                  -      -            -         -        (789)        (789)
               --------- ------ ------------ --------- ----------- -------------
Balance,
December 31,
2003           1,580,000 $1,580 $     28,420 $       - $   (25,229)$      4,771
               ========= ====== ============ ========= =========== ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>




                                SHIPROCK, INC.
                         (A Development Stage Company)
                            Statement of Cash Flows
<TABLE>
<CAPTION>

Statement of Cash Flows
                                                                  November 2,
                                         For the years ended         1999
                                             December 31,       (Inception) to
                                        ----------------------   December 31,
                                           2003        2002          2003
                                        ----------  ----------  --------------
<S>                                     <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                              $     (789) $   (3,197) $      (25,229)
Adjustments to reconcile net loss to net cash
  used by operating activities
     Depreciation                              805       1,836           4,919
     (Increase) decrease in inventory            -       1,028            (478)
                                        ----------  ----------  ---------------
NET CASH USED IN OPERATING ACTIVITIES           16        (333)        (20,788)
                                        ----------  ----------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets                         -           -          (9,185)
                                        ----------  ----------  ---------------
Net cash used by investing activities            -           -          (9,185)
                                        ----------  ----------  ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock                             -           -          30,000
                                        ----------  ----------  --------------
Net cash provided from financing
  activities                                     -           -               -
                                        ----------  ----------  --------------
Net (decrease) increase in cash                 16        (333)             27
Cash - beginning                                 8         344               -
                                        ----------  ----------  --------------
Cash - ending                           $       27  $       11  $           27
                                        ==========  ==========  ==============

SUPPLEMENTAL DISCLOSURES:
  Interest paid                         $        -  $        -  $            -
                                        ==========  ==========  ==============
  Income taxes paid                     $        -  $        -  $            -
                                        ==========  ==========  ==============
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                        F-6
<PAGE>


                                Shiprock, Inc.
                         (A Development Stage Company)
                                     Notes


Note 1 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

Organization
------------

The Company was organized November 2, 1999 (Date of Inception) under the laws
of the State of Nevada, as Shiprock, Inc.

The Company has had limited operations, and in accordance with SFAS #7, the
Company is considered a development stage company.


Estimates
---------

The  preparation  of financial statements in conformity with generally accepted
accounting principles  requires  management  to  make estimates and assumptions
that affect the reported amounts of assets and liabilities  and  disclosure  of
contingent  assets  and liabilities at the date of the financial statements and
the reported amounts  of  revenue  and  expenses  during  the reporting period.
Actual results could differ from those estimates.


Cash and cash equivalents
-------------------------

The  Company  maintains a cash balance in a non-interest-bearing  account  that
currently does  not  exceed  federally  insured limits.  For the purpose of the
statements  of  cash  flows, all highly liquid  investments  with  an  original
maturity of three months or less are considered to be cash equivalents.


Revenue recognition
-------------------

The Company recognizes revenue on an accrual basis as it invoices for services.

Reporting on the costs of start-up activities
---------------------------------------------

Statement of Position 98-5  (SOP  98-5),  "Reporting  on  the Costs of Start-Up
Activities,"  which  provides guidance on the financial reporting  of  start-up
costs and organizational  costs, requires most costs of start-up activities and
organizational costs to be  expensed  as  incurred.   SOP 98-5 is effective for
fiscal years beginning after December 15, 1998.  With the adoption of SOP 98-5,
there has been little or no effect on the Company's financial statements.



                                     F-7
<PAGE>


                                Shiprock, Inc.
                         (A Development Stage Company)
                                     Notes


Loss per share
--------------

Net  loss  per  share  is  provided in accordance with Statement  of  Financial
Accounting Standards No. 128  (SFAS #128) "Earnings Per Share".  Basic loss per
share is computed by dividing losses  available  to  common stockholders by the
weighted average number of common shares outstanding during  the  period.   The
Company  had  no  dilutive  common  stock equivalents, such as stock options or
warrants as of December 31, 2003.



Advertising Costs
-----------------

The  Company expenses all costs of advertising  as  incurred.   There  were  no
advertising  costs included in selling, general and administrative expenses for
the year ended December 31, 2003.



Fair value of financial instruments
-----------------------------------

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2003.  The
respective carrying  value  of  certain  on-balance-sheet financial instruments
approximated their fair values. These financial  instruments  include  cash and
accounts  payable. Fair values were assumed to approximate carrying values  for
cash and payables  because  they  are  short  term in nature and their carrying
amounts approximate fair values or they are payable on demand.


Impairment of long lived assets
-------------------------------

Long  lived  assets  held and used by the Company  are  reviewed  for  possible
impairment whenever events  or circumstances indicate the carrying amount of an
asset may not be recoverable  or  is  impaired.   No such impairments have been
identified by management at December 31, 2003.


Segment reporting
-----------------

The  Company  follows  Statement  of Financial Accounting  Standards  No.  130,
"Disclosures  About Segments of an Enterprise  and  Related  Information".  The
Company operates  as  a  single  segment  and  will evaluate additional segment
disclosure requirements as it expands its operations.



                                     F-8
<PAGE>



                                Shiprock, Inc.
                         (A Development Stage Company)
                                     Notes

Dividends
---------

The Company has not yet adopted any policy regarding  payment of dividends.  No
dividends have been paid or declared since inception.

Income taxes
------------

The  Company  follows  Statement  of  Financial  Accounting Standard  No.  109,
"Accounting for Income Taxes" ("SFAS No. 109") for  recording the provision for
income taxes.  Deferred tax assets and liabilities are  computed based upon the
difference between the financial statement and income tax  basis  of assets and
liabilities  using  the  enacted marginal tax rate applicable when the  related
asset or liability is expected  to be realized or settled.  Deferred income tax
expenses or benefits are based on  the  changes  in the asset or liability each
period.  If available evidence suggests that it is  more  likely  than not that
some  portion  or  all  of  the  deferred  tax  assets will not be realized,  a
valuation allowance is required to reduce the deferred tax assets to the amount
that is more likely than not to be realized.  Future  changes in such valuation
allowance are included in the provision for deferred income taxes in the period
of change.

Deferred  income  taxes  may  arise from temporary differences  resulting  from
income and expense items reported  for financial accounting and tax purposes in
different periods.  Deferred taxes are  classified  as  current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are  not  related  to an
asset  or  liability  are classified as current or non-current depending on the
periods in which the temporary differences are expected to reverse.



Recent pronouncements
---------------------

In July 2002, the FASB  issued  SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities",  which  addresses  financial accounting and
reporting for costs associated with exit or disposal activities and supersedes
EITF  No.  94-3,  "Liability  Recognition  for  Certain  Employee  Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in  a  Restructuring)."  SFAS  No. 146 requires that a liability  for  a  cost
associated with an exit or disposal  activity be recognized when the liability
is incurred. Under EITF No. 94-3, a liability  for an exit cost was recognized
at  the date of an entity's commitment to an exit  plan.  SFAS  No.  146  also
establishes  that  the  liability should initially be measured and recorded at
fair value. The provisions  of  SFAS  No.  146  will  be  adopted  for exit or
disposal activities that are initiated after December 31, 2003.

                                     F-9
<PAGE>

                                Shiprock, Inc.
                         (A Development Stage Company)
                                     Notes



Recent pronouncements (continued)
---------------------------------

In  December  2002,  the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure-an  amendment  of SFAS No. 123." This
Statement amends SFAS No. 123, "Accounting for Stock-Based  Compensation",  to
provide  alternative  methods of transition for a voluntary change to the fair
value based method of accounting  for  stock-based  employee  compensation. In
addition, this statement amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial  statements
about the method of accounting for stock-based employee compensation  and  the
effect of the method used on reported results. The adoption of SFAS No. 148 is
not  expected to have a material impact on the company's financial position or
results of operations.

In November  2002,  the  FASB  issued  FASB  Interpretation  ("FIN")  No.  45,
"Guarantors  Accounting  and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness  of Others", an interpretation of FIN No.
5,  57  and  107,  and  rescission  of FIN No.  34,  "Disclosure  of  Indirect
Guarantees of Indebtedness of Others". FIN 45 elaborates on the disclosures to
be made by the guarantor in its interim  and annual financial statements about
its obligations under certain guarantees that  it has issued. It also requires
that a guarantor recognize, at the inception of  a  guarantee, a liability for
the  fair  value of the obligation undertaken in issuing  the  guarantee.  The
initial recognition  and  measurement  provisions  of  this interpretation are
applicable on a prospective basis to guarantees issued or  modified after June
30, 2003; while, the provisions of the disclosure requirements  are  effective
for  financial  statements  of interim or annual periods ending after December
15, 2002. The company believes  that  the adoption of such interpretation will
not have a material impact on its financial  position or results of operations
and will adopt such interpretation during fiscal year 2003, as required.

In  January  2003,  the  FASB  issued FIN No. 46, "Consolidation  of  Variable
Interest Entities", an interpretation  of Accounting Research Bulletin No. 51.
FIN  No. 46 requires that variable interest  entities  be  consolidated  by  a
company  if that company is subject to a majority of the risk of loss from the
variable interest  entity's activities or is entitled to receive a majority of
the entity's residual  returns  or  both. FIN No. 46 also requires disclosures
about  variable  interest  entities  that   companies   are  not  required  to
consolidate  but in which a company has a significant variable  interest.  The
consolidation  requirements  of  FIN No. 46 will apply immediately to variable
interest  entities  created  after  January   31,   2003.   The  consolidation
requirements will apply to entities established prior to January  31,  2003 in
the  first  fiscal  year  or interim period beginning after June 15, 2003. The
disclosure requirements will  apply  in  all financial statements issued after
January 31, 2003. The company  adopted the provisions of FIN No. 46 during the
first quarter of fiscal 2003.

                                     F-10
<PAGE>

                                Shiprock, Inc.
                         (A Development Stage Company)
                                     Notes


Year-end
--------

The Company has selected December 31 as its year-end.

NOTE 2 - GOING CONCERN

These  financial statements have been prepared  in  accordance  with  generally
accepted accounting principles applicable to a going concern which contemplates
the realization  of  assets and the satisfaction of liabilities and commitments
in the normal course of  business. As of December 31, 2003, the Company has not
recognized  revenue  to  date   and   has   accumulated   operating  losses  of
approximately $25,229 since inception. The Company's ability  to  continue as a
going  concern  is  contingent  upon  the  successful  completion of additional
financing  arrangements  and  its  ability  to achieve and maintain  profitable
operations.  Management plans to raise equity  capital to finance the operating
and  capital  requirements of the Company.  Amounts  raised  will  be  used  to
further development  of  the  Company's  products,  to  provide  financing  for
marketing  and  promotion, to secure additional property and equipment, and for
other working capital  purposes.   While  the  Company  is  expending  its best
efforts  to  achieve  the  above  plans,  there  is  no assurance that any such
activity will generate funds that will be available for operations.

These  conditions  raise  substantial  doubt  about  the Company's  ability  to
continue as a going concern.  These financial statements  do  not  include  any
adjustments that might arise from this uncertainty.

Note 3 - INCOME TAXES

The  Company  accounts for income taxes under Statement of Financial Accounting
Standards No. 109,  "Accounting  for  Income  Taxes"  ("SFAS  No.  109"), which
requires  use  of the liability method.   SFAS No.  109 provides that  deferred
tax assets and liabilities  are  recorded  based on the differences between the
tax bases of assets and liabilities and their  carrying  amounts  for financial
reporting purposes, referred to as temporary differences.  Deferred  tax assets
and  liabilities  at  the end of each period are determined using the currently
enacted tax rates applied  to  taxable  income  in  the  periods  in  which the
deferred tax assets and liabilities are expected to be settled or realized.






                                     F-11
<PAGE>


                                Shiprock, Inc.
                         (A Development Stage Company)
                                     Notes


Note 3 - INCOME TAXES (continued)

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:

                   U.S federal statutory rate      (34.0%)
                   Valuation reserve                34.0%
                                                   -------
                   Total                               -%

As  of December 31, 2003, the Company has a net operating loss carryforward  of
approximately  $25,229  for  tax  purposes,  which  will be available to offset
future taxable income.  If not used, this carryforward will expire in 2023. The
deferred tax asset relating to the operating loss carryforward  has  been fully
reserved.

NOTE 4 - FIXED ASSETS

There were no fixed asset additions or deletions during the year ended December
31, 2003.  The Company recorded depreciation expense totaling $805 as of
December 31, 2003.

NOTE 5 - RELATED PARTY TRANSACTIONS

The Company does not lease or rent any property.  Office services are  provided
without  charge  by  a  director.   Such  costs are immaterial to the financial
statements and, accordingly, have not been reflected therein.  The officers and
directors of the Company are involved in other  business activities and may, in
the  future, become involved in other business opportunities.   If  a  specific
business  opportunity  becomes  available,  such persons may face a conflict in
selecting between the Company and their other  business interests.  The Company
has not formulated a policy for the resolution of such conflicts.

NOTE 6 - STOCKHOLDERS' EQUITY

On November 3, 1999, the Company issued 1,000,000  shares  of  its  $0.001  par
value common stock for cash of $1,000.

On  September  29,  2000,  the  Company issued 580,000 shares of its $0.001 par
value common stock for cash of $29,000, pursuant to Registration D, Rule 504.

There have been no other issuances of common stock.

NOTE 7 - WARRANTS AND OPTIONS

There are no warrants or options  outstanding  to acquire any additional shares
of common stock.

                                   F-12
<PAGE>


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

The Company filed a Current Report dated March 18, 2002 on Form 8-K
containing information pursuant to Item 4 ("Changes in Accountants")
entitled "Changes in Registrant's Certifying Account."

There were no disagreements between the Company and its former CPA, G. Brad
Beckstead on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved
to the satisfaction of G. Brad Beckstead, would have caused them to make
reference to the subject matter of the disagreement in connection with its
report.

On March 18, 2002 the Registrant engaged Merdinger, Fruchter, Rosen &
Company, P.C. as its principal accountant to audit the Registrant's financial
statements as successor to G. Brad Beckstead.  During the Registrant's two
most recent fiscal years or subsequent interim period, the Registrant has
not consulted Merdinger, Fruchter, Rosen & Company, P.C. regarding the
application of accounting principles to a specific transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Registrant's financial statements, nor did Merdinger, Fruchter, Rosen &
Company, P.C. provide advice to the Registrant, either written or oral, that
was an important factor considered by the Registrant in reaching a decision
as to the accounting, auditing or financial reporting issue.  Further, during
the Registrant's two most recent fiscal years or subsequent interim period,
the Registrant has not consulted Merdinger, Fruchter, Rosen & Company, P.C.
on any matter that was the subject of a disagreement or a reportable event.

The Company filed a Current Report dated March 11, 2003 on Form 8-K
containing information pursuant to Item 4 ("Changes in Accountants")
entitled "Changes in Registrant's Certifying Account."

(a) The Board of Directors of the Registrant dismissed Merdinger, Fruchter,
Rosen & Company, P.C. ("MFRC") effective February 18, 2003, and has retained
Beckstead and Watts, LLP as its independent auditor for the fiscal year
ended December 31, 2002.  The Board of Directors of the Registrant and the
Registrant's Audit Committee approved of the dismissal of MFRC and the
engagement of Beckstead and Watts, LLP as its independent auditor.  None of
the reports of MFRC on the Company's financial statements for either of the
past two years or subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, except that the Registrant's audited financial
statements contained a "going concern" comment in Financial Note 2 in its
Form 10KSB for the fiscal year ended December 31, 2002 which stated the
following:







                                       18
<PAGE>


"These financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America applicable to a
going concern which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business.  As of
December 31, 2002, the Company has realized nominal revenue to date and has
accumulated operating losses of approximately $24,000 since inception.  The
Company's ability to continue as a going concern is contingent upon the
successful completion of additional financing arrangements and its ability to
achieve and maintain profitable operations.  Management plans to raise equity
capital to finance the operating and capital requirements of the Company.
Amounts raised will be used to further development of the Company's products,
to provide financing for marketing and promotion, to secure additional property
and equipment, and for other working capital purposes.  While the Company is
expending its best efforts to achieve the above plans, there is no assurance
that any such activity will generate funds that will be available for
operations.

These conditions raise substantial doubt about the Company's ability to
continue as a going concern.  These financial statements do not include any
adjustments that might arise from this uncertainty."

There were no disagreements between the Company and MFRC on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of
MFRC, would have caused them to make reference to the subject matter of the
disagreement in connection with its report.  Further, MFRC has not advised
the Registrant that:

    1) internal controls necessary to develop reliable financial statements
       did not exist; or

    2) information has come to the attention of MFRC which made it unwilling
       to rely upon management's representations, or made it unwilling to be
       associated with the financial statements prepared by management; or

    3) the scope of the audit should be expanded significantly, or information
       has come to the attention of MFRC that they have concluded will, or if
       further investigated might, materially impact the fairness or
       reliability of a previously issued audit report or the underlying
       financial statements, or the financial statements issued or to be
       issued covering the fiscal year ended December 31, 2002.

(b) On February 18, 2003 the Registrant engaged Beckstead and Watts, LLP as
its principal accountant to audit the Registrant's financial statements as
successor to MFRC.  During the Registrant's two most recent fiscal years or
subsequent interim period, the Registrant has not consulted Beckstead and
Watts, LLP regarding the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements, nor did Beckstead




                                      19
<PAGE>


and Watts, LLP provide advice to the Registrant, either written or oral, that
was an important factor considered by the Registrant in reaching a decision as
to the accounting, auditing or financial reporting issue. Further, during the
Registrant's two most recent fiscal years or subsequent interim period, the
Registrant has not consulted Beckstead and Watts, LLP on any matter that was
the subject of a disagreement or a reportable event.


ITEM 8A. CONTROLS AND PROCEDURES

As of September 30, 2003, Shiprock, Inc. carried out an evaluation of the
effectiveness of the design and operation of its disclosure controls and
procedures.  This evaluation was carried out under the supervision and with
the participation of management, including our Chief Principal Officer/Chief
Financial Officer.  Based upon that evaluation, our Chief Principal
Officer/Chief Financial Officer concluded that Shiprock, Inc.'s disclosure
controls and procedures are effective.  There have been no significant
changes in our internal controls or in other factors that could significantly
affect internal controls subsequent to the date we carried out the
evaluation.




                                       20
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The names, ages and positions of the Company's directors and executive officers
are as follows:

<TABLE>
<CAPTION>

Name                  Age                Position                 Appointed
------------          ---      ------------------------------     ---------
<S>                   <C>      <C>                                <C>
Tommy Gropp           43       Chairman of the Board              11/02/99
                               President, CEO, CFO,
                               Corporate Secretary
</TABLE>

Work Experience
---------------

Tommy Gropp, Director, President and CEO/CFO
--------------------------------------------

Tommy Gropp, for the past year has been working as a partner of the Flying
Circus, LLC, a landscaping company doing business in the Phoenix metro area as
a subcontractor.  Four months ago, he began working for Paramount Landscaping
in Phoenix, AZ.  For the last 10 years, he has been a subcontractor in the
landscaping field working for licensed contractors.  Controlling all aspects
in jobs to include yard maintenance, sprinkler repair and full landscaping
installation.  During these years he has acquired a vast knowledge of the
landscaping business.  He currently holds a Certificate of Completion in
Management from Mesa Community College, class of 1992.B.S. in Performing
Music, MacMurray College, class of 1978.  He plans to devote 10-15 hours
per week to the operations of Shiprock.

Directors are elected in accordance with our bylaws to serve until the next
stockholders meeting.  Shiprock, Inc. does not currently pay compensation
to directors for services in that capacity.

Officers are elected by the board of directors and hold office until their
successors are chosen and qualified, until their death or until they resign or
have been removed from office.  All corporate officers serve at the discretion
of the board of directors.  There are no family relationships between any
director or executive officer and any other director or executive officer of
Shiprock, Inc.





                                       21
<PAGE>


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who beneficially own more than ten percent of a
registered class of our equity securities (referred to as "reporting persons"),
to file with the Securities and Exchange Commission initial reports of

ownership and reports of changes in ownership of common stock and other
Shiprock, Inc. equity securities.  Reporting persons are required by Commission
regulations to furnish us with copies of all Section 16(a) forms they file.

ITEM 10.  EXECUTIVE COMPENSATION.

As a result of our the Company's current limited available cash, no officer
or director received compensation during the fiscal year ended December 31,
2003.  Shiprock, Inc. intends to pay salaries when cash flow permits.  No
officer or director received stock options or other non-cash compensation
during the fiscal year ended December 31, 2003.

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLES
                         ------------------------------------------------------
                                        Annual Compensation
                         ------------------------------------------------------
     Name and                                          Other Annual
Principal Position  Year    Salary ($)     Bonus ($)   Compensation ($)
-------------------------------------------------------------------------------
<S>                <C>      <C>            <C>           <C>
Tommy J. Gropp     2001     -0-            -0-           -0-
    Director,      2002     -0-            -0-           -0-
    CEO/CFO,       2003     -0-            -0-           -0-
    Secretary
-------------------------------------------------------------------------------
</TABLE>

Long Term Compensation Table
<TABLE>
<CAPTION>
                       --------------------------------------------------------
                                        Long Term Compensation
                       --------------------------------------------------------
                                    Awards             Payouts
                       --------------------------------------------------------
                        Restricted  Stock Securities      LTIP      All Other
Name and Principal      Award(s)($) Underlying Options/   Payouts   Compensation
     Position     Year              SARs(#)               ($)       ($)
-------------------------------------------------------------------------------
<S>                <C>     <C>           <C>                <C>      <C>
Tommy J. Gropp     2001    -0-           -0-                -0-       -0-
    Director       2002    -0-           -0-                -0-       -0-
    CEO/CFO,       2003    -0-           -0-                -0-       -0-
    Secretary
-------------------------------------------------------------------------------
</TABLE>

                                  22
<PAGE>

The Company currently does not have employment agreements with its
executive officer.  The executive officer will not draw any salary from
the Company, and the Company - in order to prudently manage its limited
financial resources - does not plan on compensating its executive officers
for their present services rendered to the Company for the foreseeable
future while Shiprock is in its early stages.  Mr. Gropp is currently
involved in the hands-on management of their related landscaping business,
Flying Circus, from which each derives their income


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

A.  Security Ownership

The following table sets forth certain information concerning the beneficial
ownership of our outstanding common stock as of December 31, 2003, by each
person known by Shiprock, Inc. to own beneficially more than 5% of the
outstanding common stock, by each of our directors and officer and by all of
our directors and officers as a group.  Unless otherwise indicated below, to
our knowledge all persons listed below have sole voting and investment
power with  respect to their  shares of common  stock  except to the extent
that authority is shared by spouses under applicable law.

<TABLE>
<CAPTION>
                                              Amount
Title    Name and Address                     of shares              Percent
of       of Beneficial                        held by    Date        of
Class    Owner of Shares    Position          Owner      Acquired    Class (1)
----------------------------------------------------------------------------
<S>      <C>                <C>               <C>        <C>         <C>

Common   Tommy Gropp(2)     Pres./CEO/CFO     500,000    11/02/99    32.00%
Common   Michael Artis(2)   Shareholder       500,000    11/02/99    32.00%
                            Former Secretary
----------------------------------------------------------------------------

All Executive Officers as
       a Group (1 person)                     500,000                32.00%

</TABLE>

(1)  The percentages listed in the Percent of Class column are based upon
     1,580,000 issued and outstanding shares of Common Stock.

(2)  1370 N. Monterey Dr., Apache Junction, AZ 85220

B.  Persons Sharing Ownership of Control of Shares

    Tommy Gropp and Michael D. Artis own and share the power to vote ten
    percent (10%) or more of the Company's securities.



                                   23
<PAGE>



C.  Non-voting Securities and Principal Holders Thereof

    The Company has not issued any non-voting securities.

D.  Options, Warrants and Rights

    There are no options, warrants or rights to purchase securities of the
    Company.

E.  Parents of the Issuer

    Under the definition of parent, as including any person or business
    entity who controls substantially all (more than 80%) of the issuers of
    common stock, the Company has no parents.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

By Board Resolution, the Company hired the professional services of Beckstead

and Watts, LLP, Certified Public Accountants, to perform audited financials for
the Company.  The members of the firm of Beckstead and Watts, LLP own no stock
in the Company.

The Company does not lease or rent any property.  Office services are provided
without charge by a director.  Such costs are immaterial to the financial
statements and, accordingly, have not been reflected therein.  The officer and
director of the Company is involved in other business activities and may, in
the future, become involved in other business opportunities.  If a specific
business opportunity becomes available, such person may face a conflict in
selecting between the Company and their other business interests.  The Company
has not formulated a policy for the resolution of such conflicts.

                                    24
<PAGE>



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  EXHIBITS.

      31.1      Certification of Principal Executive Officer and Chief
                Financial Officer to Section 302 of the Sarbanes-Oxley Act
                of  2002, promulgated under the Securities Exchange Act of
                1934, as amended.

      32.1      Certification of Chief Executive Officer and Chief Financial
                Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  REPORTS ON FORM 8-K

The Company filed a Current Report dated March 11, 2003 on Form 8-K
containing information pursuant to Item 4 ("Changes in Accountants")
entitled "Changes in Registrant's Certifying Account."  (See Item 8 above,
entitled, "Changes in and Disagreements with Accountants on Accounting")

                                       25
<PAGE>


Item 14. Principal Accountant Fees and Services

AUDIT FEES

The aggregate fees billed by the Company's auditors for professional services
rendered in connection with the audit of the Company's annual consolidated
financial statements for fiscal 2003 and 2002 and reviews of the consolidated
financial statements included in the Company's Forms 10-KSB for fiscal 2003 and
2002 were approximately $5,000 and $5,000, respectively.

AUDIT-RELATED FEES

The Company's auditors did not bill any additional fees for assurance and
related services that are reasonably related to the performance of the audit or
review of the Company's financial statements and are not reported under "Audit
 Fees" above.

TAX FEES

The aggregate fees billed by the Company's auditors for professional services
for tax compliance, tax advice, and tax planning were $0 and $0 for fiscal 2003
and 2002, respectively.

ALL OTHER FEES

The aggregate fees billed by the Company's auditors for all other non-audit
services rendered to  the Company, such as attending meetings and other
miscellaneous financial consulting, in fiscal 2003 and 2002 were $0 and $0,
respectively.


                                      26

<PAGE>


                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, the registrant caused this report to be signed on its behalf by the
undersigned and duly authorized on April 9, 2004.


                                                    Shiprock, Inc.
                                           -----------------------------
                                                    (Registrant)


                                           By:  /s/ Tommy Gropp
                                           ---------------------------
                                                    Tommy Gropp,
                                                    Chairman of the Board
                                                    President
                                                    Chief Executive Officer
                                                    Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


Date:  April 9, 2004           By:  /s/ Tommy Gropp
                                  --------------------------------
                                        Tommy Gropp
                                        President, CEO and CFO
                                        Director and Corporate Secretary


                                       27

<PAGE>