SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                FORM 10-KSB/A #1

                                  AMENDMENT #1


                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934

                       Fiscal Year Ended December 31, 2002

                        Commission file number 000-32099

                             THE ART BOUTIQUE, INC.
                     -------------------------------------
             (Exact name of registrant as specified in its charter)


        Wyoming                                             83-0269496
      ------------                                        --------------
(State of incorporation)                                (I.R.S. Employer
                                                        Identification No.)

                      P.O. Box 3412, Casper, Wyoming 82604
                    ----------------------------------------
               (Address of principal executive offices) (Zip Code)

            Registrant's telephone number, including area code: None

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

                                  Common Stock
                               Title of each class

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days. Yes X No

Check if disclosure of delinquent filers pursuant 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 issuer's revenues for its most recent fiscal year. $0

There were 4,471,900 shares of the Registrant's common stock outstanding as of
December 31, 2002.

The aggregate market value of the 411,900 shares of voting common stock held by
nonaffiliates of the Registrant is approximately $0 on December 31, 2002.


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                                TABLE OF CONTENTS

PART I

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

PART II

         Item 5. Market for Common Equity and Related Stockholder Matters
         Item 6. Management's Discussion and Analysis or Plan of Operation
         Item 7. Financial Statements
         Item 8. Changes in and Disagreements With Accountants on Accounting
                 and Financial Disclosure

PART III

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

SIGNATURES




<PAGE>



                                     PART I

Item 1.  DESCRIPTION OF BUSINESS
         -----------------------

         General

                  The Company was incorporated under the laws of the State of
Wyoming on May 15, 1984 as Fred Hudson Studios, Inc. Since 1996, the Company's
activities have been re-organizational ones, directed at seeking a business. The
name was changed to The Art Boutique, Inc. in 1996. The Company was formed to
seek business opportunities and is currently a "shell" with no business. The
company has no commercial operations as of date hereof. The company has no
full-time employees and owns no real estate.

     On November 3, 2000, The Art Boutique, Inc. subscribed for and paid for one
million shares of common stock of Kearney,  Inc. for $3,000.  Kearney, Inc. used
the  proceeds of the  subscription  to rescind the  subscriptions  and repay the
original  investment of all original  shareholders  of Kearney,  Inc. A total of
720,000 shares were rescinded. After the recission, the Art Boutique, Inc. owned
100% of the issued and outstanding shares of Kearney,  Inc. and then conducted a
statutory merger with its wholly owned subsidiary.

     In November  2000, The Art Boutique,  Inc.  executed its Plan of Merger and
Articles of Merger with Kearney,  Inc. At the time of the effective  date of the
merger, The Art Boutique, Inc. owned 100% of the issued and outstanding stock of
Kearney, Inc. A total of 720,000 of the outstanding shares of Kearney, Inc. were
rescinded prior to the merger.  The Art Boutique,  Inc. is the surviving company
after the merger.

         The Company is a "shell" company and its only current business plan is
to seek, investigate, and, if warranted, acquire one or more properties or
businesses, and to pursue other related activities intended to enhance
shareholder value. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership. The
Company has no capital, and it is unlikely that the Company will be able to take
advantage of more than one such business opportunity. The Company intends to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

         At the present time the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached any agreement
or definitive understanding with any person concerning an acquisition. The
Company is filing Form 10-SB on a voluntary basis in order to become a 12(g)
registered company under the Securities Exchange Act of 1934. As a "reporting
company," the Company may be more attractive to a private acquisition target
because it may be listed to trade its shares on the OTCBB.

         It is anticipated that the Company's officers and directors will
contact broker-dealers and other persons with whom they are acquainted who are
involved in corporate finance matters to advise them of the Company's existence
and to determine if any companies or businesses they represent have an interest

<PAGE>

in considering a merger or acquisition with the Company. No assurance can be
given that the Company will be successful in finding or acquiring a desirable
business opportunity, given that no funds that are available for acquisitions,
or that any acquisition that occurs will be on terms that are favorable to the
Company or its stockholders.

         The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
or a stock exchange (See "Investigation and Selection of Business
Opportunities"). The Company anticipates that the business opportunities
presented to it will (i) be recently organized with no operating history, or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or (v) have a combination of the
characteristics mentioned in (i) through (iv). The Company intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued. Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low profitability.

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

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

         If stock is purchased from the current shareholders, the transaction is
very likely to result in substantial gains to them relative to their purchase
price for such stock. In the Company's judgment, none of its officers and
directors would thereby become an "underwriter" within the meaning of the
Section 2(11) of the Securities Act of 1933, as amended. The sale of a
controlling interest by certain principal shareholders of the Company could
occur at a time when the other shareholders of the Company remain subject to
restrictions on the transfer of their shares.

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

<PAGE>


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

         The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its officers or directors
are currently affiliated. Should the Company determine in the future, contrary
to foregoing expectations, that a transaction with an affiliate would be in the
best interests of the Company and its stockholders, the Company is in general
permitted by Wyoming law to enter into such a transaction if:

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

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

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

         To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, the
perceived benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the owners of a business
opportunity to identify any such problems which may exist and to implement, or
be primarily responsible for the implementation of, required changes. Because
the Company may participate in a business opportunity with a newly organized
firm or with a firm which is entering a new phase of growth, it should be
emphasized that the Company will incur further risks, because management in many
instances will not have proved its abilities or effectiveness, the eventual
market for such company's products or services will likely not be established,
and such company may not be profitable when acquired.

         It is anticipated that the Company will not be able to diversify, but
will essentially be limited to one such venture because of the Company's limited

<PAGE>

financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.

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

         The analysis of business opportunities will be undertaken by or under
the supervision of the Company's President, who is not a professional business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside consultant to assist in the investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors, the services to be provided,
the term of service, or regarding the total amount of fees that may be paid.
However, because of the limited resources of the Company, it is likely that any
such fee the Company agrees to pay would be paid in stock and not in cash.
Otherwise, the Company anticipates that it will consider, among other things,
the following factors:

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

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

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

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

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

<PAGE>

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

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

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

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

         In regard to the possibility that the shares of the Company would
qualify for listing on NASDAQ, the current standards include the requirements
that the issuer of the securities that are sought to be listed have total net
tangible assets of at least $4,000,000. Many, and perhaps most, of the business
opportunities that might be potential candidates for a combination with the
Company would not satisfy the NASDAQ listing criteria.

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

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

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

<PAGE>


         As part of the Company's investigation, the Company's executive
officers and directors may meet personally with management and key personnel,
may visit and inspect material facilities, obtain independent analysis or
verification of certain information provided, check references of management and
key personnel, and take other reasonable investigative measures, to the extent
of the Company's limited financial resources and management expertise.

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

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

         There are no loan arrangements or arrangements for any financing
whatsoever relating to any business opportunities.

Form of Acquisition

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

<PAGE>

         It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other securities of
the Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986, depends upon the issuance to the stockholders of
the acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, the
Company's current stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").

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

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

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

         It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys


<PAGE>


and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Moreover, because many providers of goods and services
require compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.

         In all probability, upon completion of an acquisition or merger, there
will be a change in control through issuance of substantially more shares of
common stock. Further, in conjunction with an acquisition or merger, it is
likely that management may offer to sell a controlling interest at a price not
relative to or reflective of any value of the shares sold by management, and at
a price which could not be achieved by individual shareholders at the time.

Investment Company Act and Other Regulation

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

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

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

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


<PAGE>


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

Competition

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

No Rights of Dissenting Shareholders

         The Company does not intend to provide Company shareholders with
complete disclosure documentation including audited financial statements,
concerning a possible target company prior to acquisition, because Wyoming
Business Corporation Act vests authority in the Board of Directors to decide and
approve matters involving acquisitions within certain restrictions. A
transaction could be structured as an acquisition, not a merger, with the
Registrant being the parent company and the acquiree being merged into a wholly
owned subsidiary. Therefore, a shareholder will have no right of dissent under
Wyoming law.

No Target Candidates for Acquisition

         None of the Company's Officers, Directors, promoters, affiliates, or
associates have had any preliminary contact or discussion with any specific
candidate for acquisition. There are no present plans, proposals, arrangements,
or understandings with any representatives of the owners of any business or
company regarding the possibility of an acquisition transaction.

Administrative Offices

         The Company currently maintains a mailing address at P.O. Box 4644,
Casper, Wyoming 82604 which is the mailing address of its President. Other than
this mailing address, the Company does not currently maintain any other office
facilities, and does not anticipate the need for maintaining office facilities
at any time in the foreseeable future. The Company pays no rent or other fees
for the use of this mailing address.


<PAGE>


Employees

         The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants, attorneys and
accountants as necessary, and does not 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 specific business
opportunities. Although there is no current plan with respect to its nature or
amount, remuneration may be paid to or accrued for the benefit of, the Company's
officers prior to, or in conjunction with, the completion of a business
acquisition for services actually rendered, if for. See "Executive Compensation"
and under "Certain Relationships and Related Transactions."


Item 2.  PROPERTIES

         Facilities

     The Company has no  property.  The Company does not  currently  maintain an
office or any other facilities.  It does currently maintain a mailing address at
P.O. Box 4644, Casper, Wyoming 82604-4644.  The Company pays no rent for the use
of this  mailing  address.  The Company  does not  believe  that it will need to
maintain an office at any time in the  foreseeable  future in order to carry out
its plan of operations described herein.

         Real Property

         None

         Mineral Properties

         None

Item 3.  LEGAL PROCEEDINGS

         As of December 31, 2002, the Company was neither a party nor were any
of its properties subject to any legal proceedings.

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

        No matters were submitted during the period covered by this report to a
vote of security holders of the Company, through the solicitation of proxies or
otherwise.


<PAGE>



                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         ---------------------------------------------------------------------

 As of the date of this report, there has been no trading or quotation of the
Company's common stock from inception to date.

         As of December 31, 2002, there were 53 record holders of the Company's
common Stock.

         The Company has not declared or paid any cash dividends on its common
stock and does not anticipate paying dividends for the foreseeable future.


Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


         Financial Condition and Changes in Financial Condition

         Liquidity and Capital Resources

         At year end, the Company had no cash or other assets. The Company had
no liabilities. The Company has become a reporting company under the Securities
Exchange Act of 1934 by merger with Kearney, Inc. and is seeking a business
opportunity and capital.


Results of Operations for the Year Ended December 31, 2002 Compared to Year
Ended December 31, 2001

     The  Company  had no revenues  or  operations  during 2002 or in 2001.  The
Company  incurred a net loss of $12,638 in 2002 compared to a net loss of $4,608
in 2001. The Company incurred expenses of $12,638 in general and  administrative
expenses in 2002 compared to $4,608 in 2001.  The net loss per share was nominal
in both 2002 and 2001.


Evaluation of Internal and Disclosure Controls
----------------------------------------------

        The management of the Company has evaluated the effectiveness of the
issuer's disclosure controls and procedures as of a date within 90 days prior to
the filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date.

Item 7.  Financial Statements and Supplementary Data

     Please refer to pages F-1 through F-9.


Item 8.  Changes in and Disagreements on Accounting and Financial Disclosure

         In connection with audits of two most recent fiscal years and any
interim period preceding resignation, no disagreements exist with any former


<PAGE>


accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused him to
make reference in connection with his report to the subject matter of the
disagreement(s).

         The principal accountants' reports on the financial statements for any
of the past two years contained no adverse opinion or a disclaimer of opinion
nor was qualified as to uncertainty, audit scope, or accounting principles
except for the "going concern" qualification.


                                    PART III

Item 9.  Directors and Executive Officers of the Registrant and Compliance with
Section 16(a)


The directors and executive officers of the Company as of December 31, 2000, are
as follows:

<TABLE>
<CAPTION>

 Name                        Age           Position                                    Term
------                      -----         ----------                                  ------
<S>                          <C>           <C>                                         <C>
Ronald A. Sogren             77            President and Director                      Annual
Michael R. Butler            49            Secretary/Treasurer and Director            Annual
</TABLE>

     Ronald A. Shogren,  age 77, is President and a Director of the Company. Mr.
Shogren attended Eastern Montana College.  Mr. Shogren is the past Exalted Ruler
of the  Casper's  Elk  Lodge  1353.  Mr.  Shogren  has been a  licensed  general
contractor from 1976 to present. Mr. Shogren also has seventeen years experience
as an insurance  claims  adjuster and presently  owns and operates  Cowboy State
Claims  Service.  Mr.  Shogren is President  and  Director of Shogi,  Inc. and a
Director of Butts, Inc. He is a Director of Garner Investments, Inc.

     Michael R.  Butler,  age 49, is  Secretary/Treasurer  and a Director of the
Company.  Mr. Butler was employed for 19 years by Amoco Production  Company,  an
oil and gas  producing  company  operating in the state of Wyoming.  In 1997 and
1998,  Mr. Butler has owned and operated a farm/ranch  west of Casper,  Wyoming.

<PAGE>

Mr. Butler has been trained in and has experience in waterflood  injection,  oil
and gas producing operations,  maintenance,  and wetland development. Mr. Butler
is a Director of Hindsight,  Inc. dba Oil city Printers,  a commercial  printing
business,  (since 1988). Mr. Butler is a Director and Secretary/Treasurer of The
Art Boutique,  Inc.  (since 1996),  Phillips 44, Inc.  (1998 - 2000),  and was a
Director and Secretary of Tempus, Inc. (1197 - 2000).

         No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.

         The term of office of each director and executive officer ends at, or
immediately after, the next annual meeting of shareholders of the Company.
Except as otherwise indicated, no organization by which any director or officer
has been previously employed is an affiliate, parent or subsidiary of the
Company.

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
Company with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings.

         1. The following people did not file reports under Section 16(a) during
the most recent fiscal year:

         a.  Ronald A. Shogren         President and Director
         b.  Michael R. Butler         Secretary/Treasurer and Director

*  Mr. Erickson resigned as Director and President in December, 2001.  Ronald A.
Shorgren was appointed President in December, 2001.

<PAGE>


         2.       For each person, listed by subparagraph letter above:

Number of late                    Number of               Known failures
reports                           transactions not        to file forms required
                                  reported on a
                                  timely basis
---------------                 ----------------          ----------------------

a.       1                              none                           1

b.       1                              none                           1

Item 10. Executive Compensation

         The Company accrued a total of $0 in compensation to the executive
officers as a group for services rendered to the Company in all capacities
during the fiscal year ended December 31, 2002. No one executive officer
received, or has accrued for his benefit, in excess of $60,000 for the year. No
cash bonuses were or are to be paid to such persons.

<TABLE>
<CAPTION>

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES
                          Year Ended December 31, 2002

                                    Annual Compensation                         Awards
===========================================================================================================================
<S>                      <C>       <C>        <C>           <C>                     <C>                    <C>
Name and Principal                                                                                         Securities
Position                           Salary     Bonus ($)     Other Annual            Restricted Stock       Underlying
                         Year      ($)                      Compensation ($)        Award(s)($)            Options/SARs(#)
---------------------------------------------------------------------------------------------------------------------------

Ronald A. Shogren,                 0          0             0                       0                      0
President                2002
---------------------------------------------------------------------------------------------------------------------------

                         2001      0          0             0                       0                      0
                         --------------------------------------------------------------------------------------------------

                         2000      0          0             0                       0                      0
---------------------------------------------------------------------------------------------------------------------------
Michael R. Butler,                 0          0             0                       0                      0
Secretary                2002
---------------------------------------------------------------------------------------------------------------------------

                         2001      0          0             0                       0                      0
                         --------------------------------------------------------------------------------------------------

                         2000      0          0             0                       0                      0
===========================================================================================================================
</TABLE>

<PAGE>


         The Company has no employee incentive stock option plan.

         There are no plans pursuant to which cash or non-cash compensation was
paid or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.

    Option/SAR Grants Table (None)

    Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
value (None)

    Long Term Incentive Plans - Awards in Last Fiscal Year (None)

<TABLE>
<CAPTION>

                   DIRECTOR COMPENSATION FOR LAST FISCAL YEAR

(Except for compensation of Officers who are also Directors which Compensation
is listed in Summary Compensation Table of Executives)

                                    Cash Compensation                  Security Grants
Name                              Annual Retainer   Meeting Fees   Consulting            Number of     Number of Securities
                                  Fees ($)          ($)            Fees/Other Fees ($)   Shares (#)    Underlying Options/SARs(#)
--------------------------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>            <C>                   <C>           <C>
A. Director                       0                 0              0                     0             0
Ronald A. Shogren

B. Director                       0                 0              0                     0             0
Michael R. Butler

</TABLE>



<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth information, as of December 31, 2002,
with respect to the beneficial ownership of the Company's no par value common
stock by each person known by the Company to be the beneficial owner of more
than five percent of the outstanding common stock.

<TABLE>
<CAPTION>

                                                      Number of                 Percentage of
                  Name                              Shares Owned                    Class
----------------------------------------------------------------------------------------------------
<S>                                                           <C>                              <C>

William Erickson                                              2,020,000                        45%
2300 E. 18th St., #224
Casper, WY  82609
----------------------------------------------------------------------------------------------------
Ronald A. Shogren, President & Director                       20,000                           4.4%
P.O. Box 1308
Casper, WY  82602
----------------------------------------------------------------------------------------------------
Michael R. Butler, Secretary & Director                       2,020,000                        45%
13750 Bessemer Bend Road
Alcova Point
Casper, WY  82604
----------------------------------------------------------------------------------------------------

Officers and Directors as a group                             4,060,000                        94.4%
</TABLE>


<PAGE>


                                     PART IV

Item 12. Certain Relationships and Related Transactions.
         ----------------------------------------------

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

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

Transactions with Management and Others

There were no  transactions or series of  transactions  during the  Registrant's
last  fiscal  year  or  the  current  fiscal  year,  or any  currently  proposed
transactions  or series of  transactions of the remainder of the fiscal year, in
which the amount  involved  exceeds $60,000 and in which to the knowledge of the
Registrant,  any director,  executive officer,  nominee,  future director,  five
percent  shareholder,  or any member of the  immediate  family of the  foregoing
persons,  have or will have a direct or indirect material interest,  except that
Michael  R.  Butler,  owned  30,000  shares  of  Kearney,  Inc.,  prior  to  the
acquisition  of control of Kearney,  Inc. in November  2000 by The Art Boutique,
Inc. and the merger of Kearney,  Inc. into The Art Boutique,  Inc.  Those shares
were rescinded prior to the merger,  so that at the time of the merger,  The Art
Boutique, Inc. owned 100% of Kearney, Inc.


<PAGE>



Item 13. Exhibits and Reports on Form 8-K

                  The following documents are filed as part of this report:

                  1.       Reports on Form 8-K:

                                None


                  2.       Exhibits:

                                None

<PAGE>


                                   SIGNATURES

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

                                            THE ART BOUTIQUE, INC.
                                            (Registrant)


Date: April 22, 2003
                                            /s/ Ronald A. Shogren
                                            ----------------------------------
                                            Ronald A. Shogren, President




                                            DIRECTORS:


                                            /s/ Michael R. Butler
                                            ---------------------------------
                                            Michael R. Butler


                                            /s/ Ronald A. Shogren
                                            ---------------------------------
                                            Ronald A. Shogren

<PAGE>


                       CERTIFICATION PURSUANT TO SECTION
                         302 OF THE SARBANES OXLEY ACT


I, Ronald A. Shogren, certify that:

1. I have reviewed this annual report on Form 10-KSB of The Art Boutique, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

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

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

<PAGE>

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  April 22, 2003


Ronald A. Shogren
-----------------------
Ronald A. Shogren, CEO


<PAGE>

                       CERTIFICATION PURSUANT TO SECTION
                         302 OF THE SARBANES OXLEY ACT


I, Michael R. Butler, certify that:

1. I have reviewed this annual report on Form 10-KSB of The Art Boutique, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

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

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

<PAGE>

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  April 22, 2003


Michael R. Butler
-----------------------
Michael R. Butler, CFO



<PAGE>

                               ART BOUTIQUE, INC.

                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS

                          Year Ended December 31, 2002





<PAGE>


                          Michael Johnson & Co., LLC.
                             9175 Kenyon Ave., #100
                                Denver, CO 80237
                              Phone: 303-796-0099
                               Fax: 303-796-0137




Board of Directors
Art Boutique, Inc.
Casper, WY


We have audited the accompanying balance sheets of Art Boutique, Inc. (A
Development Stage Company) as of December 31, 2002 and 2001 and the related
statements of operations, cash flows, and stockholders' equity for the years
ended December 31, 2002 and 2001 and for the period May 15, 1984 (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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide 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 Art Boutique, Inc. at December
31, 2002 and 2001 and the results of their operations and their cash flows for
the year ended December 31, 2002 and 2001, and for the period May 15, 1984
(inception) to December 31, 2002 in conformity with accounting principles
generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 4, condition exist which
raised substantial doubt about the Company's ability to continue as a going
concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operations. Management's plans in regard to these
matters are also described in Note 4. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado
January 14, 2003


                                      F-1

<PAGE>

<TABLE>
<CAPTION>

                             THE ART BOUTIQUE, INC.
                         (A Development Stage Company)
                                 Balance Sheets
                                  December 31,

                                                                                2002                    2001
                                                                                ----                    ----
<S>                                                                       <C>                       <C>
ASSETS:
Current Assets:
   Cash                                                                                $ -                   $ -
                                                                          -----------------         -------------

      Total Current Assets                                                               -                     -

TOTAL ASSETS                                                                           $ -                   $ -
                                                                          =================         =============


LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
    Accounts Payable                                                              $ 17,291               $ 4,608
                                                                          -----------------         -------------

        Total current liabilities

Stockholders' Equity:
Common Stock, no par value; 50,000,000 shares authorized;
   4,471,900 shares issued and outstanding                                          33,095                33,095
Deficit accumulated during the development stage                                   (50,386)              (37,703)
                                                                          -----------------         -------------

      Total stockholders' equity                                                   (17,291)               (4,608)
                                                                          -----------------         -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $ -                   $ -
                                                                          =================         =============
</TABLE>


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

                                      F-2

<PAGE>

<TABLE>
<CAPTION>


                             THE ART BOUTIQUE, INC.
                         (A Development Stage Company)
                            Statements of Operations

                                               Year Ended                                   May 15, 1984
                                                  December, 31                              (Inception) to
                                             --------------------------------------
                                                  2002                   2001               December 31, 2002
                                             ---------------         --------------         -----------------
<S>                                          <C>                     <C>                    <C>
Revenue                                                 $ -                    $ -               $ 61,102

Expenses:

    Depreciation                                          -                      -                  3,745
    Loss from discontinued operations                     -                      -                 26,331
    Acquistion costs                                      -                      -                  2,100
    General and administrative                       12,638                  4,608                 79,312
                                             ---------------         --------------         --------------

        Total Expenses                               12,638                  4,608                111,488
                                             ---------------         --------------         --------------

Net Loss                                          $ (12,638)              $ (4,608)              $(50,386)
                                             ===============         ==============         ==============

Net Loss per share common stock                     *                      *
                                             ===============         ==============

Weighted average number of
   common shares outstanding                      4,471,900              4,471,900
                                             ===============         ==============


* Less than $.01 per share
</TABLE>


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

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                                THE ART BOUTIQUE, INC.
                            (A Development Stage Company)
                               Statements of Cash Flows

                                   Indirect Method


                                                                                                     May 15, 1984
                                                              Year Ended                             (Inception) to
                                                                December 31,                         December 31,
                                                             ---------------------------------
                                                                 2002                2001               2002
                                                             --------------      -------------       -----------
<S>                                                          <C>                 <C>                 <C>
Cash Flows from Operating Activities:
Net Loss                                                         $ (12,638)          $ (2,300)         $(50,386)
Adjustments to reconcile net loss to net cash used
   by operating activities
  Stock issued for services                                              -                  -             1,000
 Changes in operating assets and liabilities:
   Depreciation                                                          -                  -            18,316
   Increase (Decrease) accounts payable                             12,638                  -            17,291
                                                             --------------      -------------       -----------
Net Cash Flows Used by Operating Activities                              -             (2,300)          (13,779)
                                                             --------------      -------------       -----------

Cash Flows from Investing Activities:
   Sale of Equipment (Net)                                               -                  -             2,902
   Acquisition of Fixed Assets                                           -                  -           (21,218)
                                                             --------------      -------------       -----------
Net Cash Flows Provided by Investing Activities                          -                  -           (18,316)
                                                             --------------      -------------       -----------

Cash Flows from Financing Activities:
   Proceeds from common stock                                            -              2,300             2,300
   Issuance of Common Stock                                              -                  -            29,795
                                                             --------------      -------------       -----------
Net Cash Flows Provided by Financing Activities                          -              2,300            32,095
                                                             --------------      -------------       -----------

Net Increase (Decrease) in Cash                                          -                  -                 -
                                                             --------------      -------------       -----------

Cash at Beginning of Period                                              -                  -                 -
                                                             --------------      -------------       -----------

Cash at End of Period                                                  $ -                $ -               $ -
                                                             ==============      =============       ===========


Supplemental Disclosure of Cash Flows Information:

    Cash paid for interest                                             $ -                $ -               $ -
                                                             ==============      =============       ===========
    Cash paid for taxes                                                $ -                $ -               $ -
                                                             ==============      =============       ===========

Supplemental Disclosure of Non-Cash Transactions

    Stock issued for services - 4,000,000 Shares                                                        $ 1,000
                                                                                                     ===========
</TABLE>



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

                                      F-4

<PAGE>

<TABLE>
<CAPTION>


                             THE ART BOUTIQUE, INC.
                         (A Development Stage Company)
                         Stockholders' Equity (Deficit)
                               December 31, 2002

                                                            Deficit
                                                            Accum. During
                                      Common Stock          the Development
                                -------------------------
                                 # of Shares    Amount      Stage           Totals
                                ------------   ----------   -----------   -----------
<S>                             <C>            <C>          <C>           <C>
May 11, 1984                        396,900      $ 8,745           $ -       $ 8,745

Net Loss for period                       -            -        (6,376)       (6,376)

                                ------------   ----------   -----------   -----------
Balance - December 31, 1984         396,900        8,745        (6,376)        2,369
                                ------------   ----------   -----------   -----------

Issued in 1985                       30,900        9,300             -         9,300
Net Loss for year                         -            -        (8,513)       (8,513)
                                ------------   ----------   -----------   -----------
Balance -  December 31, 1985        427,800       18,045       (14,889)        3,156
                                ------------   ----------   -----------   -----------

Issued in 1986                       25,200        7,450             -         7,450
Net Loss for year                         -            -        (9,869)       (9,869)
                                ------------   ----------   -----------   -----------
Balance -  December 31, 1986        453,000       25,495       (24,758)          737
                                ------------   ----------   -----------   -----------

Net Loss for year                         -            -          (589)         (589)
                                ------------   ----------   -----------   -----------
Balance - December 31, 1987         453,000       25,495       (25,347)          148
                                ------------   ----------   -----------   -----------

Issued in 1988                          900          300             -           300
Net Loss for year                         -            -        (2,221)       (2,221)
                                ------------   ----------   -----------   -----------
Balance - December 31, 1988         453,900       25,795       (27,568)       (1,773)
                                ------------   ----------   -----------   -----------

Issued in 1989                       12,000        2,000             -         2,000
Net Profit for yer                        -            -           356           356
                                ------------   ----------   -----------   -----------
Balance - December 31, 1989         465,900       27,795       (27,212)          583
                                ------------   ----------   -----------   -----------

Net Loss for year                         -            -           (64)          (64)
                                ------------   ----------   -----------   -----------
Balance - December 31, 1990         465,900       27,795       (27,276)          519
                                ------------   ----------   -----------   -----------

Issued in 1991                        3,000        1,000             -         1,000
Net Loss for year                         -            -          (475)         (475)
                                ------------   ----------   -----------   -----------
Balance - December 31, 1991         468,900       28,795       (27,751)        1,044
                                ------------   ----------   -----------   -----------

Net Profit for year                       -            -           155           155
                                ------------   ----------   -----------   -----------
Balance - December 31, 1992         468,900       28,795       (27,596)        1,199
                                ------------   ----------   -----------   -----------

Net Profit for year                       -            -         1,265         1,265
                                ------------   ----------   -----------   -----------
Balance - December 31, 1993         468,900       28,795       (26,331)        2,464
                                ------------   ----------   -----------   -----------

Net Loss for year                         -            -          (660)         (660)
                                ------------   ----------   -----------   -----------
Balance - December 31, 1994         468,900       28,795       (26,991)        1,804
                                ------------   ----------   -----------   -----------

Issued in 1995                        3,000        1,000             -         1,000
Net Loss for year                         -            -        (2,851)       (2,851)
                                ------------   ----------   -----------   -----------
Balance - December 31, 1995         471,900       29,795       (29,842)          (47)
                                ------------   ----------   -----------   -----------
                                      F-5

<PAGE>



                             THE ART BOUTIQUE, INC.
                         (A Development Stage Company)
                         Stockholders' Equity (Deficit)
                               December 31, 2002

                                                            Deficit
                                                            Accum. During
                                      Common Stock          the Development
                                -------------------------
                                 # of Shares    Amount      Stage           Totals
                                ------------   ----------   -----------   -----------

Net Profit for year                       -            -            47            47
                                ------------   ----------   -----------   -----------
Balance - December 31, 1996         471,900       29,795       (29,795)            -
                                ------------   ----------   -----------   -----------

Issued March 14, 1997             4,000,000        1,000             -         1,000
Net Loss for year                         -            -        (1,000)       (1,000)
                                ------------   ----------   -----------   -----------
Balance - December 31, 1997       4,471,900       30,795       (30,795)            -
                                ------------   ----------   -----------   -----------

Net Profit for year                       -            -             -             -
                                ------------   ----------   -----------   -----------
Balance - December 31, 1998       4,471,900       30,795       (30,795)            -
                                ------------   ----------   -----------   -----------

Net Profit for year                       -            -             -             -
                                ------------   ----------   -----------   -----------
Balance - December 31, 1999       4,471,900       30,795       (30,795)            -
                                ------------   ----------   -----------   -----------

Shares for acquisition                    -        2,300             -         2,300
Net Loss for year                         -            -        (2,300)       (2,300)
                                ------------   ----------   -----------   -----------
Balance - December 31, 2000       4,471,900       33,095       (33,095)            -
                                ------------   ----------   -----------   -----------

Net Loss for year                         -            -        (4,608)       (4,608)
                                ------------   ----------   -----------   -----------
Balance - December 31, 2001       4,471,900       33,095       (37,703)       (4,608)
                                ------------   ----------   -----------   -----------

Net Loss for year                         -            -       (12,683)      (12,683)
                                ------------   ----------   -----------   -----------
Balance - December 31, 2002       4,471,900     $ 33,095     $ (50,386)    $ (17,291)
                                ============   ==========   ===========   ===========
</TABLE>

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

                                      F-6



<PAGE>


                               ART BOUTIQUE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002


Note 1 - Organization and Summary of Significant Accounting Policies:
         ------------------------------------------------------------

         Organization:
         ------------

         The Company was organized in the State of Wyoming on May 15, 1984. The
         Company operated from the date of organization through November 30,
         1996 conduction art classes, teaching painting techniques, and selling
         supplies. The Company closed their operation and liquidated all of its
         assets in full settlement of its liabilities on December 19, 1996.

         The Company's fiscal year end is December 31.

         Basis of Presentation - Development Stage Company
         -------------------------------------------------

         The Company has not earned significant revenues from limited principal
         operations. Accordingly, the Company's activities have been accounted
         for as those of a "Development Stage Enterprise" as set forth in
         Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among
         the disclosures required by SFAS 7 are that the Company's financial
         statements be identified as those of an development stage company, and
         that the statements of operations, stockholders' equity (deficit) and
         cash flows disclose activity since the date of the Company's inception.

         Basis of Accounting
         -------------------

         The accompanying financial statements have been prepared on the accrual
         basis of accounting in accordance with accounting principles generally
         accepted in the United States.

         Cash and Cash Equivalents:
         -------------------------

         The Company considers all highly-liquid debt instruments, with an
         original maturity of three months, to be cash equivalents.

         Use of Estimates:
         ----------------

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

         Net Loss Per Share
         ------------------

         Net loss per share is based on the weighted average number of common
         shares and common shares equivalents outstanding during the period.



                                      F-7

<PAGE>


                               ART BOUTIQUE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002




         Other Comprehensive Income
         --------------------------

         Art Boutique, Inc. has no material components of other comprehensive
         income (loss), and accordingly, net loss is equal to comprehensive loss
         in all periods.

Note 2 - Federal Income Tax:
         ------------------

         The Company has made no provision for income taxes because there have
         been no operations to date causing income for financial statement or
         tax purposes.

         The Financial Accounting Standards Board (FASB) has issued Statement of
         Financial Accounting Standards Number 109 ("SFAS 109"), "Accounting for
         Income Taxes", which requires a change from the deferred method to the
         asset and liability method of accounting for income taxes. Under the
         asset and liability method, deferred income taxes are recognized for
         the tax consequences of "temporary differences" by applying enacted
         statutory tax rates applicable to future years to differences between
         the financial statement carrying amounts and the tax basis of existing
         assets and liabilities.

         Deferred tax assets:
         Net operating loss carryforwards                   $ 15,116
         Valuation allowance                                ( 15,116)
                                                            ---------
         Net deferred tax assets                            $      0
                                                            =========

         At December 31, 2002, the Company had net operating loss carryforwards
         of approximately $50,386 for federal income tax purposes. These
         carryforwards if not utilized to offset taxable income will expire in
         2010.

Note 3 - Capital Stock Transactions
         --------------------------

         The authorized capital stock of the Company is 50,000,000 shares of
         common stock at no par value. During the year ended, the Company issued
         no shares of common stock.



                                      F-8

<PAGE>




                               ART BOUTIQUE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002

Note 4 - Going Concern
         -------------

         The Company's financial statements have been presented on the basis
         that it is a going concern, which contemplated the realization of
         assets and the satisfaction of liabilities in the normal course of
         business.

         The Company is in the development stage and has not earned any revenues
         from operations. The Company's ability to continue as a going concern
         is dependent upon its ability to develop additional sources of capital
         or locate a merger candidate and ultimately, achieve profitable
         operations. The accompanying financial statements do not include any
         adjustments that might result from the outcome of these uncertainties.
         Management is seeking new capital to revitalize the Company.

Note 5 - Segment Information
         -------------------

         Art Boutique, Inc. operates primarily in a single operating segment,
         mainly the merger and acquisition of small businesses interested in
         merging.



                                      F-9