U.S. SECURITIES AND EXCHANGE COMMISSION
						Washington, D.C.
						FORM 10-KSB
(Mark One)

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

	For the fiscal year ended                October 31, 2001

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]

	For the transition period from            to


					WOODRIDGE CAPITAL CORP.
      ------------------------------------------------------------------
			(Name of small business issuer in its charter)

Delaware                                           98-0336407
-----------------------------               ---------------------------
(State or other jurisdiction			(IRS Employer Identification No.)
of incorporation)


                                 Colin Watt
             1360 - 605 Robson Street, Vancouver BC Canada V6B 5J3
            ------------------------------------------------------
           (Address of principal executive office including zip code)

	                          (604)- 684-6535
	                   ----------------------------
				   Issuer's telephone number

Securities registered under Section 12(b) of the Exchange Act:	None

Securities registered under Section 12(g) of the Exchange Act:	Common
Stock, $.001 par value per share

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

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	Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [X]

	State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of a specified date within
the past 60 days.  (See definition of affiliate in Rule 12b-2 of the Exchange
Act.)  Not Applicable

	(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

	Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes       No        N/A  X


				DOCUMENTS INCORPORATED BY REFERENCE
None

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ITEMS 1 & 2.  DESCRIPTION OF THE BUSINESS AND THE COMPANY'S PROPERTIES

A.	The Company

	Woodridge Capital Corp. (the "Company") was organized under
the laws of the State of Delaware on October 18, 2000.  The Company was
organized for the purposes of creating a corporate vehicle to locate and acquire
an operating business entity which management believes is a suitable acquisition
candidate (a "Target Company").  The Company will not restrict its search to
any specific business, industry or geographical location.

	The Company does not currently engage in any business activities that
provide any cash flow.  The costs of identifying, investigating, and
analyzing business combinations will be paid with money in the Company's
treasury or loaned by management.

	Although the Company was under no obligation to do so, it has
voluntarily filed this registration statement because it believes that it can
better facilitate its business goals if it were a "reporting issuer" under
the Securities Exchange Act of 1934 (the "Exchange Act").

				PROPOSED BUSINESS

	The Company will seek to locate and acquire a Target Company which in
the opinion of the Company's management (sometimes referred to as the
"Management") offers long term growth potential.  The Company will not
restrict its search to any specific business, industry or geographical
location.  The Company may seek to acquire a Target Company which has just
commenced operations, or which wishes to avail itself of the benefits of
being a "reporting issuer" in order to facilitate capital formation to expand
into new products or markets.

	There are certain perceived benefits to being a reporting company with
a class of publicly-traded securities.  These are commonly thought to include
the following:

*	the ability to use registered securities to make acquisitions of assets
	or businesses;
*	increased visibility in the financial community;
*	the facilitation of borrowing from financial institutions;
*	improved trading efficiency;
*	shareholder liquidity;
*	greater ease in subsequently raising capital;
*	compensation of key employees through stock options;
*	enhanced corporate image;
*	a presence in the United States capital market.

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A Target Company, if any, which may be interested in a business
combination with the Company may include the following:

*	a company for which a primary purpose of becoming public is the
	use of its securities for the acquisition of assets or businesses;
*	a company which is unable to find an underwriter of its securities or
	is unable to find an underwriter of securities on terms acceptable to
	it;
*	a company which wishes to become public with less dilution of its
	common stock than would occur upon an underwriting;
*	a company which believes that it will be able to obtain investment
	capital on more favorable terms after it has become public;
*	a foreign company which may wish an initial entry into the United
	States securities market;
*	a special situation company, such as a company seeking a public
	market to satisfy redemption requirements under a qualified
	Employee Stock Option Plan; and
*	a company seeking one or more of the other perceived benefits of
	becoming a public company.

	There is no assurances that the Company will be able to effect an
acquisition of a Target Company.  In addition, at this time, no specifics as
to an acquisition or as to the nature of the Target Company can be provided.

				RISK FACTORS

	The Company's business is subject to numerous risk factors, including
the following:

Anticipated Change in Control and Management.   Upon the successful
completion of the acquisition of a Target Company, the Company anticipates
that it will have to issue to the Target Company or its shareholders some
authorized but unissued common stock which, when issued will comprise a
majority of the Company's then issued and outstanding shares of common stock.
Therefore, the Company anticipates that upon the closing of the acquisition
of a Target Company, the Company will no longer be controlled by the current
shareholders.  In addition, existing management and directors may resign.
The Company cannot give any assurance that the experience or qualifications
of new management, as it relates to either in the operation of the Company's
activities or in the operation of the business, assets or property being
acquired, will be adequate for such purposes.

Conflict of Interest - Management's Fiduciary Duties.  A conflict of interest
may arise between management's personal financial benefit and management's
fiduciary duty to you. The Company's sole director and officer is or may
become an officer, director, controlling shareholder and/or partner of other
entities engaged in a variety of businesses.  Mr. Watt is engaged in
other business activities.  Accordingly, the amount of time he will devote to
the Company's business will only be about five (5) to ten (10) hours per
month.  There exists potential conflicts of interest including allocation of
time between the Company and its representative's other business interests.

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Experience of Management; Consultants.   Although management has general
business experience, it has limited experience in effecting business
combinations and may not have any significant experience in acquiring or
operating certain business interests that the Company might choose to
acquire.  Management does not have, nor does it presently intend to enter
into, any contracts or agreements with any consultants or advisors with
respect to its proposed business activities.  Consequently, management has
not established the criteria that will be used to hire independent
consultants regarding their experience, the services to be provided, the term
of service, etc., and no assurance can be made that the Company will be able
to obtain such assistance on acceptable terms.

Potential Future Rule 144 Sales.   Of the 1,000,000 shares of the Company's
Common Stock authorized, there are presently issued and outstanding 725,000
shares $.001 par value; all of which are restricted securities as that term
is defined under the Securities Act of 1933 (the "Securities Act"), and in
the future may, subject to the foregoing discussion, be sold in compliance
with Rule 144 of the Securities Act, or pursuant to a Registration Statement
filed under the Securities Act.  Rule 144 provides, in essence, that a person
holding restricted securities for a period of one year may sell those
securities in unsolicited brokerage transactions or in transactions with a
market maker, in an amount equal to 1% of the Company outstanding common
stock every three months.  Rule 144 also permits, under certain
circumstances, that the sale of shares by a person who is not an affiliate of
ours and who has satisfied a  two year holding period without any quantity
limitation and whether or not there is adequate current public information
available.  Investors should be aware that sales under Rule 144, or pursuant
to a registration statement filed under the Securities Act, may have a
depressive effect on the market price of the Company's common stock in any
market that may develop for such shares.

	Pursuant to a letter dated January 21, 2000 from the United States
Securities and Exchange Commission (the "Commission") to NASD Regulation,
Inc. the Commission has taken the position that, both before and after a
business combination, the promoters or affiliates of blank check companies,
as well as their transferees, are underwriters of the securities issued and
accordingly such securities can only be resold pursuant to a Registration
Statement filed under the Securities Act. Accordingly the aforementioned
shares may not be sold in compliance of Rule 144.

Possible Issuance of Additional Shares.   The Company's Certificate of
Incorporation, authorizes the issuance of 1,000,000 shares of common stock
$.001 par value.  The Company's Board of Directors has the power to issue any
or all of such additional shares without stockholder approval for such
consideration as it deems.  Management presently anticipates that it may
choose to issue a substantial amount of the Company's shares in connection
with the acquisition of a target business.

Risks of Leverage.   There are currently no limitations relating to the
Company's ability to borrow funds to increase the amount of capital available
to it to effect a business combination or otherwise finance the operations of
any Target Company.  The amount and nature of any borrowings by the Company
will depend on numerous factors, including the Company's capital
requirements, the Company's perceived ability to meet debt services on any
such borrowings, and then-prevailing conditions in the financial markets, if
required or otherwise sought, will be available on terms deemed to be
commercially acceptable and in the best interest of the Company.  The
Company's inability to borrow funds required to effect or facilitate a
business combination, or to provide funds for an additional infusion of
capital into a Target Company, may have a material adverse effect on the
Company's financial condition and future prospects.

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Additionally, to the extent that debt financing ultimately proves to be
available, any borrowings may subject the Company to various risks
traditionally associated with incurring of indebtedness, including:

*	if the Company's operating revenues after the acquisition were to be
	insufficient to pay debt service, there would be a risk of default and
	foreclosure on the Company assets.

*	if a loan agreement containing covenants is breached without a
	waiver or renegotiation of the terms of that covenant, then the
	lender could have the right to accelerate the payment of the
	indebtedness even if the Company has made all principal and
	interest payments when due.

*	if the interest rate on a loan fluctuated or the loan was payable on
	demand, the Company would bear the risk of variations in the
	interest rate or demand for payment.

*	if the terms of a loan did not provide for amortization prior to
	maturity of the full amount borrowed and the "balloon" payment
	could not be refinanced at maturity on acceptable terms, we might
	be required to seek additional financing and, to the extent that
	additional financing is not available on acceptable terms, to
	liquidate the Company's assets.

Possible Need for Additional Financing.   The Company cannot ascertain with
any degree of certainty the capital requirements for a particular Target
Company inasmuch as the Company has not yet identified any acquisition
candidates. If the Target Company requires additional financing, such
additional financing (which, among other forms, could be derived from the
public or private offering of securities or from the acquisition of debt
through conventional bank financing), may not be available, due to, among
other things, the Target Company not having sufficient:

* credit  or operating history;
* income stream;
* profit level;
* asset base eligible to be collateralized; or
* market for its securities.

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Since no specific business has been targeted for acquisition, it is not
possible to predict the specific reasons why conventional private or public
financing or conventional bank financing might not become available. Although
there are no agreements between the Company and any of its officers and/or
directors pursuant to which we may borrow and such officers and/or directors
are obligated to lend the Company monies, there are no restrictions on the
Company's right to borrow money from officers and directors.  No stockholder
approval is required in connection with any such loan.

Penny Stock Rules.    Under Rule 15g-9, a broker or dealer may not sell a
"penny stock" (as defined in Rule 3a51-1) to or effect the purchase of a
penny stock by any person unless:

(1)	such sale or purchase is exempt from Rule 15g-9; or

(2)	prior to the transaction the broker or dealer has (a) approved the
	person's account for transaction in penny stocks in accordance with
	Rule 15g-9 and (b) received from the person a written agreement to
	the transaction setting forth the identity and quantity of the penny
	stock to be purchased.

	The Commission adopted regulations that generally define a penny stock
to be any equity security other than a security excluded from such definition
by Rule 3a51-1.  Such exemptions include, but are not limited to (a) an
equity security issued by an issuer that has (i) net tangible assets of at
least $2,000,000, if such issuer has been in continuous operations for at
least three years; (ii) net tangible assets of at least $5,000,000, if such
issuer has been in continuous operation for less than three years; or (iii)
average revenue of at least $6,000,000 for the preceding three years; (b)
except for purposes of Section 7(b) of the Exchange Act and Rule 419, any
security that has a price of $5.00 or more; (c) and a security that is
authorized or approved for authorization upon notice of issuance for
quotation on the National Association of Securities ("NASD") Dealers
Automated Quotation System ("NASDAQ").

	It is likely that the Company's common stock will be subject to the
regulations on penny stocks; consequently, the market liquidity for the
Company common stock may be adversely affected by such regulations. This, in
turn, will affect shareholders ability to sell his shares following the
completion of an acquisition.

	There is no current trading market for shares (the "Shares") of the
Company's common stock and there can be no assurance that a trading market
will develop, or, if such a trading market does develop, that it will be
sustained.  The Shares, to the extent that a market develops for the Shares
at all, will likely appear in what is customarily known as the "pink sheets"
or on the NASD over-the-counter Bulletin Board (the "OTCBB"), which may limit
the marketability and liquidity of the Shares.

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	To date, neither the Company nor anyone acting on behalf of the Company
has taken any affirmative steps to request or encourage any broker/dealer to
act as a market maker for the Company's common stock.  The Company has had no
discussions or understandings, with any "market makers" regarding the
participation of any such market maker in the future trading market, if any,
in the Company's common stock. Management expects that discussions in this
area will ultimately be initiated by the management in office after
completion of the acquisition of a Target Company.

Risks Associated with Operations in Foreign Countries.   The Company's
business plan is to seek to acquire a Target Company.  Management's
discretion is unrestricted, and the Company may participate in any business
whatsoever that may in the opinion of Management meet the Company's business
objectives.  The Company may acquire a business outside the United States.
The Company has not limited the scope of its search to a particular region or
country.  Accordingly, if the Company acquires a business located, or
operating in a foreign jurisdiction, the Company's operations may be
adversely affected to the extent of the existence of unstable economic,
social and/or political conditions in such foreign regions and countries.

No Recent Operating History or Revenue and Minimal Assets.   The Company
has had no operating history nor any revenues or earnings from operations
since incorporation.  The Company has no significant assets or financial
resources.  The Company will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a business
combination.  This may result in the Company incurring a net operating loss
which will increase continuously until the Company can consummate a business
combination with a Target Company. There is no assurance that the Company can
identify such a Target Company and consummate such a business combination.

Speculative Nature of the Company's Proposed Operations.   The success of
the Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified Target
Company.  While management will prefer business combinations with entities
having established operating histories, there can be no assurance that the
Company will be successful in locating candidates meeting such criteria.  In
the event the Company completes a business combination, of which there can be
no assurance, the success of the Company's operations will be dependent upon
management of the Target Company and numerous other factors beyond the
Company's control.

Scarcity of and Competition for Business Opportunities and Combinations.
The Company is and will continue to be an insignificant participant in the
business of seeking mergers with and acquisitions of business entities.  A
large number of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of companies which may
be merger or acquisition target candidates for the Company. Nearly all such
entities have significantly greater financial resources, technical expertise
and managerial capabilities than the Company and, consequently, the Company
will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination.  Moreover,
the Company will also compete with numerous other small public companies in
seeking merger or acquisition candidates.

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No Agreement for Acquisition of a Target Company Combination.   The
Company has no current arrangement, agreement or understanding with respect
to engaging in a merger with or acquisition of a specific business entity.
There can be no assurance that the Company will be successful in identifying
and evaluating suitable business opportunities or in concluding a business
combination.  Management has not identified any particular industry or
specific business within an industry for evaluation by the Company.  There is
no assurance that the Company will be able to negotiate a business
combination on terms favorable to the Company.  The Company has not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which it will require a Target
Company to have achieved, or without which the Company would not consider a
business combination with such business entity.  Accordingly, the Company may
enter into a business combination with a business entity having no
significant operating history, losses, limited or no potential for immediate
earnings, limited assets, negative net worth or other negative
characteristics.

Reporting Requirements May Delay or Preclude Acquisition.   Section 13 of
the Exchange Act requires companies subject thereto to provide certain
information about significant acquisitions including certified financial
statements for the company acquired covering one or two years, depending on
the relative size of the acquisition.  The time and additional costs that may
be incurred by some target companies to prepare such financial statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company.  Acquisition prospects that do not have
or are unable to obtain the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.

Lack of Market Research or Marketing Organization.   The Company has
neither conducted, nor have others made available to it, market research
indicating that demand exists for the transactions contemplated by the
Company.  Even in the event demand exists for a merger or acquisition of the
type contemplated by the Company, there is no assurance the Company will be
successful in completing any such business combination.

Lack of Diversification.   The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a
business combination with only one business entity.  Consequently, the
Company's activities will be limited to those engaged in by the business
entity which the Company merges with or acquires.  The Company's inability to
diversify its activities into a number of areas may subject the Company to
economic fluctuations within a particular business or industry and therefore
increase the risks associated with the Company's operations.

Regulation under Investment Company Act.   Although the Company will be
subject to regulation under the Exchange Act, management believes the Company
will not be subject to regulation under the Investment Company Act of 1940,
insofar as the Company will not be engaged in the business of investing or
trading in securities.  In the event the Company engages in business
combinations which result in the Company holding passive investment interests
in a number of entities, the Company could be subject to regulation under the
Investment Company Act of 1940.  In such event, the Company would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs.  The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act could subject the Company to material
adverse consequences.

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Probable Change In Control and Management.   A business combination
involving the issuance of the Company's common stock will, in all likelihood,
result in shareholders of a Target Company obtaining a controlling interest
in the Company.  Any such business combination may require shareholders of
the Company to sell or transfer all or a portion of the Company's common
stock held by them.  The resulting change in control of the Company will
likely result in removal of the present officer and director of the Company
and a corresponding reduction in or elimination of his participation in the
future affairs of the Company.

Taxation.   Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions.  The Company intends to structure any business combination so as
to minimize the federal and state tax consequences to both the Company and
the Target Company; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization
or that the parties will obtain the intended tax-free treatment upon a
transfer of stock or assets.  A non-qualifying reorganization could result in
the imposition of both federal and state taxes which may have an adverse
effect on both parties to the transaction.

 ITEM 3.  LEGAL PROCEEDINGS

	The Company is not party to any pending legal proceedings and is not
aware of any contemplated legal proceedings to which it may be a party or of
which any of its properties may be subject.

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

	During the last quarter of the fiscal year ended October 31, 2001 no
matter was submitted to the vote of the Company's security holders, through
resolutions of proxies or otherwise.

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	PART II

ITEM 5.  MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDERS
         MATTERS

	There is no trading market for the Company's Common Stock.

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

	This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act.  All
statements other than statements of historical facts included in this Report,
including, without limitation, the statements under "Management's Discussion
and Analysis or Plan of Operation" regarding the Company's prospects and the
Company's financial position are forward-looking statements.  Although the
Company believes that the expectations are reasonable, it can give no
assurance that such expectations are reasonable and it can give no assurance
that such expectations will prove to have been correct.  Important factors
that could cause actual results to differ materially from the Company's
expectations ("Cautionary Statements") are disclosed in this Report,
including, without limitation, in conjunction with the forward-looking
statements included in this Report under "Risks Associated with the Company's
Business."  All subsequent written and oral forward looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.

Business Objectives

	The Company's business plan is to seek to acquire or merge with
potential businesses that may, in the opinion of Management, warrant the
Company's involvement.  Management's discretion is unrestricted, and the
Company may participate in any business whatsoever that may in the opinion of
Management meet the business objectives discussed herein.

	The Company recognizes that as a result of its limited financial,
managerial or other resources, the number of suitable potential businesses
that may be available to it will be extremely limited.  The Company's
principal business objective will be to seek long-term growth potential in
the business in which it participates rather than immediate, short-term
earnings.  In seeking to attain its business objectives, the Company will not
restrict its search to any particular industry.  Rather, the Company may
investigate businesses of essentially any kind or nature, including but not
limited to finance, high technology, manufacturing, service, research and
development, communications, insurance, brokerage, transportation, and
others.  Management may also seek to become involved with other development
stage companies or companies that could be categorized as "financially
troubled."  At the present time, the Company has not chosen the particular
area of business in which it proposes to engage and has not conducted any
market studies with respect to any business, property or industry.

	Businesses that seek the Company's participation in their operations
may desire to do so to avoid what such businesses deem to be adverse factors
related to undertaking a public offering.  Such factors include substantial
time requirements, market conditions, legal costs, conditions or requirements
imposed by Federal and state securities laws and possible loss of voting
control.  In making an investment in the Company, investors should recognize
that the terms of their purchase of the Company's securities may ultimately
prove to be less favorable than if such persons had invested in the
securities of a specific business that was undertaking its own public
offering.

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Evaluation Criteria

	The analysis of potential business endeavors will be undertaken by or
under the supervision of Management, no member of which is a professional
business analyst.  Management is comprised of one individual with limited
business experience, and Management will rely on its own business judgment in
formulating decisions as to the types of businesses that the Company may
acquire or in which the Company may participate.  It is quite possible that
Management will not have any business experience or expertise in the type of
business engaged in by the company ultimately acquired.  Management will seek
to examine those factors described herein when making a business decision;
however, the mention of such factors to be examined by Management with regard
to its determining the potential of a business endeavor should not be read as
implying any experience or expertise on behalf of Management as to the
business chosen.  These factors are merely illustrative of the types of
factors that Management may consider in evaluating a potential acquisition.

	Management anticipates that the selection of a Target Company will be
complex and risky because of the competition for such business opportunities
among all segments of the financial community.  The nature of the Company's
search for the acquisition of a Target Company requires maximum flexibility
inasmuch as the Company will be required to consider various factors and
divergent circumstances which may preclude meaningful direct comparison
among the various business enterprises, products or services investigated.
Investors should recognize that the possible lack of diversification in
relation to the Company's acquisition may not permit the Company to offset
potential losses from one venture against profits from another.  This should
be considered a negative factor affecting any decision to purchase the
Shares.  Management of the Company will have virtually unrestricted
flexibility in identifying and selecting a prospective Target Company.
Management may consider, among other factors in evaluating a prospective
Target Company and determining the "fair market value" thereof, the
following:

	*	the Target Company's net worth;

	*	the Target Company's total assets;

	*	the Target Company's cash flow;

	*	costs associated with effecting the Business Combination;

	*	equity interest in and possible management participation in the
		Target Company;

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	*	earnings and financial condition of the Target Company;

	*	growth potential of the Target Company and the industry in which
		it operates;

	*	experience and skill of management and availability of additional
		personnel of the Target Company;

	*	capital requirements of the Target Company;

	*	competitive position of the Target Company;

	*	stage of development of the product, process or service of the
		Target Company;

	*	degree of current or potential market acceptance of the product,
		process or service of the Target Company;

	*	possible proprietary features and possible other protection of
		the product, process or service of the Target Company; and

	*	regulatory environment of the industry in which the Target
		Company operates.

	The foregoing criteria is not intended to be exhaustive or obligatory
and any evaluation relating to the merits of a particular Business
Combination will be based, to the extent relevant, on the above factors as
well as other considerations deemed relevant by management in connection with
effecting a Business Combination consistent with the Company's business
objectives.

	It is anticipated that locating and investigating specific business
proposals could take a considerable amount of time.   The time and costs
required to select and evaluate a Target Company candidate (including
conducting a due diligence review) and to structure and consummate the
Business Combination (including negotiating relevant agreements and preparing
requisite documents for filing pursuant to applicable securities laws and
state corporate laws) cannot presently be ascertained with any degree of
certainty.

	The Company anticipates that it will make contact with business
prospects primarily through the efforts of its officer and agents, who will
meet personally with existing management and key personnel, visit and inspect
material facilities, assets, products and services belonging to such
prospects, and undertake such further reasonable investigation as Management
deems appropriate, to the extent of its limited financial resources.  The
Company anticipates that certain Target Company candidates may be brought to
its attention from various unaffiliated sources, including securities
broker/dealers, investment bankers, venture capitalists, bankers, other
members of the financial community, and affiliated sources.  While the
Company does not presently anticipate engaging the services of professional
firms that specialize in business acquisitions on any formal basis, the
Company may engage such firms in the future, in which event the Company may
pay a finder's fee or other compensation.

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	To date, the Company has not selected any particular industry or any
Target Company in which to concentrate its Business Combination efforts.

Daily Operations

	The Company expects to use attorneys and accountants as necessary, and
does not anticipate a need to engage any full-time employees so long as it is
seeking and evaluating business opportunities.  The need for employees and
their availability will be addressed in connection with the decision whether
or not to acquire or participate in a specific Business Acquisition.

	Until an active business is commenced or acquired the Company will have
no employees or day- to-day operations.  The Company is unable to make any
estimate as to the future number of employees which may be necessary, if any,
to work for the Company.  If an existing business is acquired it is possible
that its existing staff would be hired by the Company.  At the present time
it is the intention of Management to meet or be in telephone contact at least
once a week and more frequently if needed to review business opportunities,
evaluate potential acquisitions and otherwise operate the affairs of the
Company.  Except for reimbursement of reasonable expenses incurred on behalf
of the Company, Management will not be compensated for these services
rendered on behalf of the Company.

Office Facilities

	The Company will maintain its business address at 1360-605 Robson Street,
Vancouver BC Canada. Pursuant to an oral agreement, which agreement may be
terminated by either party on 30 days prior written notice, the Company will
use these offices on a rent free basis until such time as it consummates a
Business Combination.

<PAGE>
Page 14

ITEM 7.  FINANCIAL STATEMENTS

Index												Page

Independent Auditor's Report								F-1

Balance Sheet as of at October 31, 2001 and October 2000			F-2

Statements of Loss for the year ended October 31, 2001
and for the period ended from the date of incorporation October 18, 2000
to October 31, 2000									F-3

Statement of Cash Flow For the year ended October 31, 2001
and for the period ended from the date of incorporation
October 18, 2000 to October 31, 2000						F-4

Statement of Shareholders' Equity (Deficit) For the period
from date of incorporation October 18, 2000 to October 31, 2001         F-5

Notes to Financial Statements								F-6/7

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

	Not Applicable

				PART III

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

Directors and Executive Officers

Set forth below is the name of the sole director and officer of the Company,
all positions and offices with the Company held, the period during which such
person has ever served as such, and the business experience during at least
the last five years:

Name                         Age     Positions and Offices Held

Colin Watt                   30     President and Director
(Since October 18, 2000)

There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and
director is not acting on behalf of nor will act at the direction of any
other person.

Colin Watt became sole officer and director of the Company on
October 18, 2000.  Mr. Watt has been a consultant for the past 8 years
providing accounting, administrative and management services to public
companies.  He is currently the president of Squall Capital Corp. a private
consulting company to public companies.  His clients included a wide variety
of business including e-commerce, software development, mineral exploration,
mine development and oil and gas exploration.

Mr. Watt graduated with a Bachelor of Commerce (Finance) from the University
of British Columbia in 1993.

<PAGE>
Page 15

ITEM 10.  EXECUTIVE COMPENSATION

	No officer or director presently receives a salary.  Except as
described herein it is not anticipated that any director or officer will
receive any fee or salary pending consummation of a Business Combination.
However, directors and/or officers will receive expense reimbursement for
expenses reasonably incurred on behalf of the Company.

	In addition, Mr. Watt as a stockholder of the Company or his
affiliates may receive personal financial gain, by: (i) payment of consulting
fees, (ii) sales of affiliates' stock, and (iii) payments of salaries.  See
"Risks Associated with the Company's Business."  However, no finders fees
will be paid to an officer, director or principal stockholder or their
affiliates by virtue of their initiation of, or the identification of a
Target Company with which a Business Combination is consummated.

Conflicts of Interest.

	The Company's sole officer and director expects to organize other
companies of a similar nature and with a similar purpose as the Company.
Consequently, there are potential inherent conflicts of interest in acting as
an officer and director of the Company.  Insofar as the director is engaged
in other business activities, he will devote only a minor amount of time to
the Company's affairs.  The Company does not have a right of first refusal
pertaining to opportunities that come to management's attention insofar as
such opportunities may relate to the Company's proposed business operations.

	A conflict may arise in the event that another blank check and/or blind
pool company (a "blind pool company") with which management is affiliated is
formed and actively seeks a Target Company.  It is anticipated that target
companies will be located for the Company and other blind pool companies in
chronological order of the date of formation of such blind pool companies or
by lot.  However, any blank check companies that may be formed may differ
from the Company in certain items such as place of incorporation, number of
shares and shareholders, working capital, types of authorized securities, or
other items.  It may be that a Target Company may be more suitable for or may
prefer a certain blind pool company formed after the Company.  In such case,
a business combination might be negotiated on behalf of the more suitable or
preferred blind pool company regardless of date of formation or choice by
lot.  Mr. Watt will be responsible for seeking, evaluating, negotiating
and consummating a business combination with a Target Company which may
result in terms providing benefits to Mr. Watt.

      The Company may agree to pay finder's fees, as appropriate and allowed,
to unaffiliated persons who may bring a Target Company to the Company where
that reference results in a business combination.  No finder's fee of any
kind will be paid by the Company to management or promoters of the Company or
to their affiliates.  No loans of any type have, or will be, made by the
Company to management or promoters of the Company or to any of their
associates or affiliates.

<PAGE>
Page 16

	Management has not adopted policies involving possible conflicts of
interest.

	There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by Management to resolve conflicts of interest
in favor of the Company could result in liability of Management to the
Company.  However, any attempt by shareholders to enforce a liability of
Management to the Company would most likely be prohibitively expensive and
time consuming.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of February 28, 2002 and as
adjusted to reflect the sale of the Shares by: (i) each person who is known
by the Company to own beneficially more than five percent (5%) of the
Company's outstanding common stock, (ii) each of the Company's officers and
directors, and (iii) all directors and officers of the Company as a group.

NAME AND ADDRESS OF            SHARES OF            APPROXIMATE
BENEFICIAL                     COMMON STOCK         PERCENTAGE
OWNER                          BENEFICIALLY         OWNED
                               OWNED

Colin Watt                      725,000               100%
1360 - 605 Robson Street,
Vancouver BC Canada
V6B 5J3

Officers and Directors as a    725,000                100%
Group (1 person)


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

		None

ITEM 13.  EXHIBITS AND REPORTS ON 8K

	(a) Exhibits

		None

	(b) Reports on Form 8-K

		No reports on Form 8-K were filed during the last quarter of the
period covered by this report.

<PAGE>
Page 17

	SIGNATURE

		In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this Annual Report on Form 10-KSB to be signed on its
behalf by the undersigned, thereunto duly authorized.

								WOODRIDGE CAPITAL CORP.
								(Registrant)

Dated: May 9, 2002					By:  /s/ Colin Watt
                                                -------------------------
								Colin Watt, President


<PAGE>
Page 18

Russell & Co.


AUDITORS' REPORT TO THE DIRECTORS OF:
WOODRIDGE CAPTIAL CORP.
(A Delaware Corporation)
(A development stage company)


We have audited the balance sheet of Woodridge Capital Corp. as at October
31, 2001, and October 31, 2000 and the statements of loss and shareholders'
equity (deficit) and cash flows for the year ended October 31, 2001 and from
the date of incorporation October 18, 2000 to October 31, 2000. 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.  Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at October 31, 2001 and
October 31, 2000 and the results of its operations and its cash flows for the
year ended October 31, 2001 and from the date of incorporation October 18,
2000 to October 31, 2000 in accordance with accounting principles generally
accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company's negative working capital and deficit
raises substantial doubt about its ability to continue as a going concern.
The financial statements do not contain any adjustments that might result
from the outcome of this uncertainty.


                                                    Chartered Accountant
West Vancouver, B.C.
Canada.
February 22, 2002

<PAGE>
Page F-1

                             WOODRIDGE CAPITAL CORP.
                           (A Delaware Corporation)
                         (A development stage company)

                               Balance Sheet
                as at October 31, 2001 and October 31, 2000
                               (U.S. DOLLARS)


							2001		2000

Assets

Current assets
Cash and bank					$    -	$    -
-------------------------------------------------------------------
						     -	     -
Incorporation costs				   725	   725
-------------------------------------------------------------------
Total Assets					$  725	$  725
===================================================================


Liabilities

Current liabilities
Accounts payable					$1,394	$  500
-------------------------------------------------------------------
Total Liabilities			             1,394	   500
-------------------------------------------------------------------
Shareholders' equity (deficit)

Share Capital
Authorized:
 1,000,000 common shares with a par value of $0.001 each
Issued and outstanding
 725,000 common shares with a par value
of $0.001  at October 31, 2001 	         725	   725
-------------------------------------------------------------------
							   725	   725

 Deficit Accumulated During the
Development stage   				(1,394)	  (500)
							  (669)	   225
-------------------------------------------------------------------

							$   725	$  725
===================================================================
CONTINUING OPERATIONS (NOTE 1)

<PAGE>
Page F-2

					WOODRIDGE CAPITAL CORP.
				     (A Delaware Corporation)
				   (A development stage company)

					Statement of Loss
		For the year ended October 31, 2001 and for the period ended from
		 the date of incorporation October 18, 2000 to October 31, 2000

					(U.S. DOLLARS)

						Cumulative to     2001     Period from
						October 31, 2001		 October 18, 2000
						from date of 			to
						incorporation        	October 31, 2000
						October 18, 2000
						 unaudited)
Expenses
Accounting and audit			$     1,000       $  500    $    500
Legal							  394		   394	     -
----------------------------------------------------------------------------
Net earnings (loss) for the period	$   (1,394)       $ (894)   $   (500)
============================================================================
Basic and diluted loss per share	$  (0.0019)	      $(0.0012) $ (0.0007)
----------------------------------------------------------------------------

Weighted average shares outstanding	    725,000         725,000	725,000
----------------------------------------------------------------------------

<PAGE>
Page F-3

					 WOODRIDGE CAPITAL CORP.
                             (A Delaware Corporation)
                           (A development stage company)

                              Statement of Cash Flow
         For the year ended October 31, 2001 and for the period ended from
           the date of incorporation October 18, 2000 to October 31, 2000

 						(U.S. DOLLARS)

						Cumulative to     2001     Period from
						October 31, 2001		 October 18, 2000
						from date of 			to
						incorporation        	October 31, 2000
						October 18, 2000
						 unaudited)

Cash provided by (used in)

Operations
Net Loss for period 			$  (1,394)		$   (894)	$  (500)
----------------------------------------------------------------------------
	  					   (1,394)    	    (894)	   (500)
Net change in non-cash working
capital balances

Accounts Payable	       		    1,394	           894	     500
----------------------------------------------------------------------------
Net cash used in operating activities       -	             -	       -
----------------------------------------------------------------------------
Investing
Incorporation costs		           (725)	             -	    (725)
----------------------------------------------------------------------------
Financing
Issuance of capital stock	             725	             -	     725
----------------------------------------------------------------------------

Change in cash for period	               -	             -	       -

Cash, beginning of period	               -               -	       -
----------------------------------------------------------------------------
Cash, end of period 			$        -		$      -	$       -
============================================================================

<PAGE>
Page F-4

                              WOODRIDGE CAPITAL CORP.
                            (A Delaware Corporation)
                         (A development stage company)

                   Statement of Shareholders' Equity (Deficit)
                    For the period from date of incorporation
                        October 18, 2000 to October 31, 2001

                                 (U.S. DOLLARS)

                                                       Deficit       Total
                                                       accumulated   Share-
                                       Common shares   during the   holders'
                                     Shares  Amount    Development  Equity
                                                        Stage       (Deficit)


Paid-in capital at incorporation on
  October 18, 2000                  725,000 $  725     $   -        $  725

Net loss                                -        -      (500)         (500)
-----------------------------------------------------------------------------
Balance at October 31, 2000         725,000 $  725     $(500)       $  225
-----------------------------------------------------------------------------
Net loss                                -        -      (894)         (894)
-----------------------------------------------------------------------------
Balance at October 31, 2001         725,000 $  725     $(1,394)     $ (669)
=============================================================================

<PAGE>
Page F-5


                              WOODRIDGE CAPITAL CORP.
                             (A Delaware Corporation)
                            (A development stage company)

                           Notes to Financial Statements
                            Year ended October 31, 2001
                                  (U.S. DOLLARS)




1.	Continuing operations

Woodridge Capital Corp. was incorporated on October 18, 2000 in the state
of Delaware, U.S.A.

	The Company has negative working capital and a deficit.  The ability
for the Company to operate as a going concern is dependent upon its ability
to find an appropriate business venture and to obtain adequate financing to
reach profitable levels of operations.  It is not possible to predict whether
the search for a business venture or financing efforts will be successful or
if the Company will attain profitable levels of operations.

2.	Summary of significant accounting policies

These financial statements have been prepared in accordance with
generally accepted accounting principles in the United States and reflect
the following significant accounting principles:

a.	Estimates and assumptions

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make 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 amount of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

b.	Earnings (loss) per common share

In February, 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings Per Share (SFAS 128), which established new
standards for computing and presenting earnings per share (EPS) effective for
fiscal years ending after December 15, 1997.  With SFAS 128, primary earnings
per share is replaced by basic earnings per share, which is computed by
dividing income available to common shareholders by the weighted average
number of shares outstanding for the period.  In addition, SFAS 128 requires
the presentation of diluted earnings per share, which includes the potential
dilution that could occur if dilutive securities were exercised or converted
into common stock.  The computation of diluted EPS does not assume the
conversion or exercise of securities if their effect is anti-dilutive.
Common equivalent shares consist of the common shares issuable upon the
conversion of the convertible loan notes and special warrants (using the if-
converted method) and incremental shares issuable upon the exercise of stock
options and share purchase warrants (using the treasury stock method).

<PAGE>
Page F-6

c.	Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, deposits in banks
and highly liquid investments with an original maturity of three months or
less.

3.	Income taxes

The Company has net operating losses which may give rise to future tax
benefits of approximately $1,394 as of October 31, 2001.  To the extent
not used, net operating loss carry forwards expire beginning in the year
2015.  Income taxes are accounted for in accordance with Statement of
Financial Accounting Standards No.109 (SFAS 109).  Under this method,
deferred income taxes are determined based on differences between the tax
basis of assets and liabilities and their financial reporting amounts at each
year end, and are measured based on enacted tax rates and laws that will
be in effect when the differences are expected to reverse.  Valuation
allowances are established, when necessary, to reduce deferred tax assets
to the amount expected to be realized.  No provision for income taxes is
included in the statement due to its immaterial amount.

<PAGE>
Page F-7