UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2001

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1924
For the transition period from ___________ to ___________

                       Commission file number  000-28335

                               WEB4BOATS.COM, INC.
                 (Name of Small Business Issuer in its Charter)

                DELAWARE                              84-1080043
     (State or other jurisdiction                    (I.R.S. Employer
          of incorporation or                      Identification Number)
             organization)


           1280 BISON, SUITE. B9-519
          NEWPORT BEACH, CALIFORNIA                          92660
   (Address of principal executive offices)                (Zip Code)


Issuer's telephone number (866) 932-2628


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


       Title of each class             Name of each exchange on which
								registered

                  None                                None


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

                                  COMMON STOCK
                                (Title of Class)

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

     Check if 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 the registrant's knowledge, in definitive proxy or
information statements incorporated by reference I Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.  [ X ]
     State the issuer's revenues for its most recent fiscal year.  $4,521

     State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days.  $617,762 as of
June 26, 2001, at closing price of $.03 per share.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING 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 _X__  No ____

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date of June 26, 2001, 20,592,089
shares.

DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (check one):
Yes ____ No __X__

                                  PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

     Web4Boats.com, Inc. is dedicated to becoming one of the leading Internet
websites for boating and water sports enthusiasts and the boating industry.
(An Internet "website" is a specific electronic address on the Internet at
which a person can maintain information accessible to other persons connected
to the Internet.)  The Company commenced its current operations in April,
1999, and launched its website on the Internet at www.Web4Boats.com in
September, 1999.  The Company's website currently delivers an easy to use
classified advertisement database advertising boats for sale, and provides
links to other boating and water sports industry related websites and services.
(A link is a website marker that allows a user at one website to point to other
markers and immediately bring up a view of the linked website.)  Web4Boats.com
plans to continuously make enhancements and additions to its website.
Currently, visitors to the website are able to search through classified
advertisements for over 30,000 boats for sale using a variety of search
criteria.  In addition, the Company's first six advertisers on its website are
Amazon.com for books, West Marine for nautical gear and equipment, Key Marine
Finance (a division of Key Bank USA, N.A.) for boat financing), Marine Express
for boat shipping and Voyage Marine Insurance.

HISTORY

     Web4Boats.com, Inc. was incorporated in Delaware in 1988 under the name
Windom, Inc. as a wholly owned subsidiary of a publicly traded business
development company, Vintage Group, Inc.  As the consequence of the
settlement of a class action law suit in August, 1991, a substantial portion
of the shares (120,000) of Windom were distributed to the class members
(consisting of Vintage Group, Inc. shareholders) and their lawyer.  From its
incorporation until 1997, Windom had no assets or business operations.

     In 1997 Windom was the surviving entity in a merger with New York Bagel
Exchange, Inc., a Delaware corporation, and changed its name to New York
Bagel Exchange, Inc.  For accounting purposes, however, the merger resulted
in a continuation of the bagel company's operations, which involved a single
bagel delicatessen restaurant.

     The bagel business continued for one year and seven months.  In March,
1999, due to continuing losses in the bagel business, all the bagel business
assets and operations were sold for $120,000 to a person unaffiliated with
the Company.  Also at about that time, all the bagel business management and
directors were replaced with Dennis Schlagel, the Company's current President
and a Director.  In April, 1999, the Company changed its name from New York
Bagel Exchange, Inc. to Webboat.com, Inc.  Later in April 1999, it was
changed to Windom.com, Inc. and then to its current name, Web4Boats.com, Inc.
The name changes were part of the negotiated items in the termination of the
bagel business management.

BUSINESS

     Web4Boats.com, Inc. is dedicated to becoming one of the leading Internet
websites for boating enthusiasts and the boating industry.  Management
believes that Internet companies are evolving into at least two rough
categories, (1) companies that offer information and services (generally for
free) to persons perusing ("surfing") the Internet, and (2) companies that
offer (and generally sell) products that are delivered by other means of
transportation.  The lines between the two categories are not altogether clear
and many companies are both. Web4Boats.com, however, is clearly a business of
the first category.

     A business model in the first category that is being developed by many
Internet companies, and the primary one that is being followed by
Web4Boats.com, is a model based upon the establishment of a website that has a
wealth of information or compelling entertainment features that attract the
Internet surfer.  Under this model, the ability to attract Internet surfers
then becomes what in fact the Internet company has to sell to others in the
form of advertisement space.  This is the business model followed by YAHOO!
Inc., a provider of an enormous amount of information and services.  While the
business model appears to work for a company with a solid brand name that
offers myriad services in thousands of categories, there has thus far been
limited experience with this business model by industry or niche focused
companies.  A great number of companies, however, including Web4Boats.com,
have embarked upon the development of the industry or niche focused version of
this business model.

Based upon informal observations by Web4Boats.com of other industry or niche
focused websites and public discussions at Internet industry meetings by
Internet industry spokespersons, the acceptance of the industry or niche
focused websites by advertisers as a good opportunity for the placement of
advertisements is stagnant or diminishing.  Advertisers of products directed
to particular industries or niches should be naturally attracted to a
corresponding industry or niche website, but many advertisers have become wary
of the touted benefits of Internet advertising.  See "Market," below.
Web4Boats.com believes, however, that much of its success will depend upon the
Company's ability to establish awareness of its website among the boating
public, the achievement of which cannot be assured, but to which Web4Boats.com
will devote much of its efforts.

     Web4Boats.com has commenced to organize its website into four areas: (1)
classified advertisements; (2) information services: (3) user services; and
(4) maintaining space in its website pages for fee based advertisement
placement by outside vendors.  (A website page is just one view of several or
even thousands of available programmed views of the information at the website
that is being viewed by the customer on his or her computer monitor.)  The
first three items are those that are designed primarily to attract the
customer, while the first item (serving a dual purpose) and fourth item are
the ones from which the Company plans to derive most its revenue.  The Company
opened its website in September, 1999, and had received or accrued less than
$1,000 of revenue as of March 31, 2001.

     CLASSIFIED ADVERTISEMENTS

     Typical local newspaper publications feature less than 200 boats-for-sale
advertisements in their classified ads.  Web4Boats.com currently has over
30,000*** boats-for-sale classified ads in its database.  The large number of
boat advertisements provides boating enthusiasts with a variety of boats to
shop.  Management believes that the size of its classified database will
attract additional sellers of boats to place their ads with Web4Boats.com.
The theory is that the mere massiveness of the database of boats for sale will
attract buyers.  The Company has insufficient experience with its classified
advertisement operations to determine if its theory is correct.

     As of January 17, 2000, Web4Boats.com stopped adding advertisements by
copying them from other publications and displaying them for free.  All new
ads for thirty days of display on the website will be charged a fee to a credit
card of $19.95 or $14.95 if no photograph of the boat is included--a
ninety-day promotion is currently in effect at $39.90 and $29.90,
respectively. Web4Boats.com classified advertisement software is designed to
allow anyone visiting the website to place an ad without any outside help.  The
user simply fills out a form on-line.  Further enhancements might include the
ability to manipulate the images to allow the potential buyer to see the side
view or the back view of a boat and the ability for contact to be made by the
seller or buyer directly via the ad for the purpose of asking questions about
the product or other conversation.  The customer who places an ad receives a
pin (personal identification number) for continued access to his or her
advertisement to make changes and to secure the ad from outside interference.
Because the Web4Boats.com ads are classified ads, the Company has no plans to
charge commissions to the parties as a consequence of any sale of products
made as a result of the ads.

     With respect to the ads that Web4Boats.com has been displaying without
charge, beginning July 1, 2001 (a delay from the originally anticipated start
date resulting from the Company's financial constraints), the Company plans
to begin a telemarketing campaign (operated by an independent telemarketing
firm) to solicit continued display of the ad based on the above fees.
Advertisers who decline to pay the fee will be deleted from the displayed
advertisement database.  All currently displayed advertisers will be contacted
over the months after implementation of the program in July.  Another facet of
the telemarketing campaign will be to turn into new leads for adding paid
advertising the information that has, up to this point, been used to load the
Company's database with fee ads.  The costs for such telemarketing are planned
to be covered by commissions to the telemarketing firm based on ads retained,
but initial use of this process has been disappointing.  The Company is
reworking its telemarketing plans and may become more directly involved in the
process.  Plans in this area have not been finalized.

     The Web4Boats.com classified ad system has the following principal
features:

          Search Ads - By a variety of criteria such as boat type, size, year,
     geographic location, price, etc.

          Place Ads - Automatically, from any Internet browser in the world

          Edit Ads - Advertiser receives a PIN when an ad is placed, providing
                     security against outside interference as well as
                     continued access for editing purposes

          Notify - Communicate with Web4Boats.com staff to facilitate answers
                   to special questions, etc.

          Help - Online help system provides technical support

     OTHER CLASSIFIEDS

     The Web4Boats.com classified ad system is presently designed for pre-
owned boats only.  Management has changed its plans and has decided not to
expand the system in the near future to accommodate other classified ad items
such as employment opportunities, used nautical equipment and other privately
offered items.  Such expansion, however, may occur in the long term.

     ADVERTISEMENT SEARCH CAPABILITIES

     The Web4Boats.com classified advertisement database may be searched by
the customer.  The Company's searching software makes it very convenient for
people to search for a boat that most closely matches their needs.  People are
able to search by keyword so that any word put into the system can become the
basis for the search.  Visitors to the website can also search boats by the
following pre-defined categories:

          Boat Type:  Powerboat, Sailboat, JetSki, Houseboat, Pontoon,
               Inflatable, Canoe, Fishing Boat, or Other.
          Year of boat
          Length of boat
          Price of boat
          City
          State
          Telephone area code
          Postal zip code

     Plans include the addition of capabilities to the Web4Boats.com website
that enables the buyer to organize a search based upon how far he is willing
to travel from his home to purchase his boat.

     INFORMATION SERVICES

     The Web4Boats.com website is linked to other websites (such as stock
quotes, accuweather, houseboating.com) on the Internet to allow the boating
enthusiast to conveniently move from Web4Boats.com to other websites.  As of
March 31, 2001, Web4Boats.com maintained eight website links.  In addition,
Management also plans over the next 90 days to maintain a directory of direct
dial information resources not currently available on the Internet.  One
example could be providing access to a database that stores ocean maps or
other specialized information.  This will allow the search for boating
information to be expanded into a much wider spectrum and allow the
Web4Boats.com website to become especially useful for locating information
that is otherwise difficult to obtain.

     USER SERVICES

     Web4Boats.com has abandoned its plans to offer a complimentary email
service.  (Email is a communication system allowing messages to be sent over
the Internet to other Internet users.)  This decision was made after
determining that there are a substantial number of such services (e.g.,
Hotmail.com) and the cost/benefit analysis does not support implementing such
a system by the Company at this time.

     ADVERTISEMENT PLACEMENT

     There are a substantial number of products currently available through
vendors affiliated with the Web4Boats.com website.  These affiliates
generally pay a commission of from 4-15% on products purchased by persons that
arrive at their website directly from Web4Boats.com's link to that website.
The Company plans to seek a broader and more expansive range of product
availability to add to its website, and as these relationships develop, they
will become a primary revenue source for the Company.  Less than $1,000 of
commissions had accrued as of March 31, 2001.

     BANNER ADVERTISING

     Management was unable to obtain numbers relevant to online advertising
dollars spent by the boating industry, but management believes that the
potential for corporately sponsored advertising on the Web4Boats.com website
is quite substantial.  Therefore, online advertising revenues are expected to
contribute substantially to the overall revenue base, assuming that website
ad space remains a viable method for generating revenue on the Internet.
There appears to be precedence established on the Internet with regards to
valuing the ad space based upon the volume of customer traffic at the website.
Web4Boats.com intends to follow pricing strategies that are utilized by the
majority of Internet based companies and is considering a price range between
$25-$100 per 1,000 impressions, a substantial decrease over the past year.
(Each Internet user's electronic request to view a website page is an
impression.)

MARKET

     Recreational boating is an enormous industry in the United States. $25.6
billion dollars were spent at retail in 2000 for new and used boats, motors
and engines, accessories, and other related items.  There were over 12.7
million boat registrations as of December 31, 1999, for the United States and
its territories.  It is estimated that there are over 16 million boats
currently in use.  Over 115,000 marinas, boatyards, yacht clubs, dockomimiums,
parks, etc. is ample evidence of America's love for boating.  (A docominium is
a boat docking slip sold like a condominium.)  Following is a chart based
primarily on information available in January, 2001, from the National Marine
Manufacturer's Association (NMMA) website that provides a breakdown of the
recreational boating industry.

                              2000                            1999

Participants in Boating      72,269,000                    73,208,000
All Boats in Use                ***                        16,722,600
Total Retail Sales              ***                      $22.99 billion
New Boat, Motor                 ***                       $9.3 billion
     Trailer & Acces. Sales
Pleasure Boat Exports           ***                      $674.8 million


New Product Category Annual
    Unit Sales                   2000                          1999

Outboard Boats                 ***                           233,900
Outboard Motors                ***                           331,900
Boat Trailers                  ***                           168,000
Inboard Runabouts              ***                             8,200
Inboard Cruisers               ***                             6,800
Stern-drive Boats              ***                            96,200
Canoes                         ***                           121,000
Personal Watercraft            ***                           106,000
Sailboats*                     ***                            27,800
______________
*Source:  1999*** Annual Sailing Business Review, 1999*** forecasted.

     Management believes that the most powerful and influential use of the
Internet is cost effective communication to a global audience.  Management
has gathered very preliminary surveys of potential advertisers.  According to
an article published by eMarketer, it is estimated that  Internet marketers
will spend $7.1 billion in 2001***.  Total online advertising revenues are
expected to rise to $21 billion by the year 2004.

     GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

     There are currently few laws or regulations directly applicable to access
to or commerce on the Internet.  Due to the increasing popularity and use of
the Internet, it is possible that laws and regulations may be adopted,
covering issues such as user privacy, defamation, pricing, taxation, content
regulation, quality of products and services, and intellectual property
ownership and infringement.  Such legislation could dampen the growth in use of
the Internet, decrease the acceptance of the Internet as a communications and
commercial medium, or require Web4Boats.com to incur significant expense in
complying with any new regulations.  Other nations, including Germany, have
taken actions to restrict the free flow of material deemed to be objectionable
on the Internet.  The European Union has recently adopted privacy and
copyright directives that may impose additional burdens and costs on its
international operations.  In addition, several telecommunications carriers,
including America's Carriers' Telecommunications Association, are seeking to
have telecommunications over the Internet regulated by the FCC in the same
manner as other telecommunications services.  Because the growing popularity
and use of the Internet has burdened the existing telecommunications
infrastructure and many areas with high Internet use have begun to experience
interruptions in phone service, local telephone carriers, such as Pacific
Bell, have petitioned the FCC to regulate ISPs and OSPs and to impose access
fees.  Increased regulation or the imposition of access fees could
substantially increase the Company's costs of communicating on the Internet to
both users and service providers, potentially decreasing the demand for
products and media properties.  A number of proposals have been made at the
federal, state and local level that would impose additional taxes on the
sale of goods and services through the Internet.  Such proposals, if adopted,
could substantially impair the growth of electronic commerce, and could
adversely affect the Company's opportunity to derive financial benefit from
such activities.  Web4Boats.com cannot currently predict the effect, if any,
that such legislation will have on its business.  There can be no assurance
that such legislation will not impose significant additional costs on its
business or subject Web4Boats.com to additional liabilities.

PROMOTION

     The Company's mission is to become the preferred portal for the
professionals and enthusiasts in the boating industry.  The Company plans to
increase consumer awareness and in the national branding of its website
through some or all of the following methods:

     Internet
     Advertisements in Boating Classified Sections of Publications
     Radio
     Print Advertisements
     Public Relations
     Television
     Trade Shows
     Other Advertising

SALES

     The Company still has no advertising sales staff.  When and if the
Company can acquire financial resources, the Company intends to build an in-
house sales force to solicit viable industry and related product
manufacturers, suppliers, etc. to purchase banner space on the Web4Boats.com
site.  Company expects to charge between $5 to $100 per 1,000 impressions.
The Company's revenue will increase from advertising as the traffic coming to
the website increases.

TECHNOLOGY

     The Internet and electronic commerce markets are characterized by rapid
technological change, changes in user and customer requirements, frequent new
service and product introductions embodying new technologies and the
emergence of new industry standards and practices that could render our
existing website and technology obsolete.  Management believes that its focus
should be on delivering ease of use and convenience combined with capabilities
designed to personalize business or pleasure transacted over the Internet.  To
meet the need to quickly adapt to technological change, in April, 2000, the
Company transferred management of its website to HostproNETlimited.  The
obligation to meet technological change on a timely basis, therefore, has been
outsourced to a specialized service provider.  Thereafter, the Company
transferred ownership of its server computer to (plus $5,000) to its former
website management company in payment of the former management company's
accrued fees.

     All of our primary servers are located at HostPro's location and are
vulnerable to interruption by damage from fire, earthquake, flood, power loss,
telecommunications failure, break-ins and other events beyond our control.
In the event that we experience significant system disruptions, our business,
results of operations and financial condition would be materially and
adversely affected.  We have, from time to time, experienced periodic systems
interruptions and anticipate that such interruptions will occur in the future.
The Company does not maintain business interruption insurance.  In the event
of a prolonged interruption, the Company will suffer losses which cannot be
determined at this time.  The Company may, in the future, obtain such
insurance coverage.

COMPETITION

     Classified ads for boats as well as other items already have use on the
Internet, with the majority of websites offering a free listing to sellers.
While the opportunity presented is tremendous, the competitive environment is
substantial.

     WEB4BOATS.COM'S MARKETS ARE HIGHLY COMPETITIVE

     The market for Internet products and services is highly competitive.
There are no substantial barriers to entry in these markets, and Web4Boats.com
expects that competition will continue to intensify.  Our boat and
recreational equipment purchasing services compete against a variety of
Internet and traditional boat and recreational equipment purchasing services
as well as boat and yacht brokers.  Therefore, we are affected by the
competitive factors faced by both Internet commerce companies as well as
traditional, offline companies within the boating and recreational equipment
and boating-related industries.  To compete successfully as an Internet-based
commercial entity, we must significantly increase awareness of our services
and brand name.

     We compete with other entities which maintain similar commercial
websites including buymarine.com; yachtworld.com; boating.com;
boattraderonline; boatowners.com; and boat-yachts.com.  In addition, all major
boat and recreational equipment manufacturers have their own websites and many
have recently launched or announced plans to launch online buying services.
We also compete with boat insurers, lenders and lessors as well as other
dealers that are not part of our network.  Such companies may already maintain
or may introduce websites which compete with ours.

     Web4Boats.com competes with meta-search services (e.g., Yahoo!,
AltaVista, Lycos and Excite) and software applications that allow a user to
search the databases of several directories and catalogs simultaneously.
Web4Boats.com also competes indirectly with database vendors that offer
information search and retrieval capabilities with their core database
products.  The effect of competitors' strategic plans on Web4Boats.com cannot
be predicted with certainty, but all of these competitors are aligned with
companies that are significantly larger or more well established than
Web4Boats.com.

     In addition, providers of software and other Internet products and
services are incorporating search and retrieval features into their offerings.
For example, Internet browsers offered by Netscape and Microsoft increasingly
incorporate pre-loaded shortcuts or displays that appear on the opening
screen of the Internet browser and direct search traffic to competing
services.  These shortcut features are relatively expensive to purchase from
Internet browser vendors and not expected to be a reasonable expenditure by
Web4Boats.com for the foreseeable future.  The use of such features by
competitors, however, could make it more difficult for Internet users to find
Web4Boats.com's products and services.  In addition, entities that sponsor or
maintain high-traffic websites or that provide an initial point of entry for
Internet users, such as the Regional Bell Operating Companies, long-distance
providers and cable companies such as AT&T/TCI through @Home Networks and
Excite, Inc., or Internet Service Providers ("ISPs") such as Microsoft and AOL,
currently offer and could further develop, acquire or license Internet search
and navigation functions and community and communications services that compete
with those Web4Boats.com offers.

     We cannot assure that we can compete successfully against current or
future competitors, many of which have substantially more capital, existing
brand recognition, resources and access to additional financing.

     PRINCIPAL COMPETITIVE FACTORS.

     Web4Boats.com believes that the principal competitive factors in its
markets are:

     (1)  brand recognition
     (2)  ease of use
     (3)  comprehensiveness
     (4)  personalization
     (5)  independence
     (6)  quality and responsiveness of search results and other services
     (7)  the availability of high-quality, targeted content and focused
          value-added products and services
     (8)  access to end users
     (9)  with respect to advertisers and sponsors, the number of users,
          duration and frequency of visits, and user demographics

     The Company believes that the importance of brand recognition will
increase as more companies engage in commerce over the Internet.  Development
and awareness of the Web4Boats.com website will depend largely on our ability
to obtain a leadership position in Internet commerce.  If Internet users do
not perceive us as an effective channel for increasing boat and recreational
equipment sales and purchases and do not perceive us as offering reliable
information concerning new and pre-owned boats and recreational equipment, as
well as referrals to high quality dealers, in a user-friendly manner that
reduces the time spent for purchases, we will be unsuccessful in promoting
and maintaining our brand recognition.  Our brand recognition may not be able
to gain widespread acceptance among consumers or dealers.  Furthermore, in
the event of any breach or alleged breach of security or privacy involving
its services, or if any third party undertakes illegal or harmful actions
utilizing its community, communications or commerce services, Web4Boats.com
could suffer substantial adverse publicity and impairment of its brand and
reputation.

STAFF

     As of March 31, 2001, the Company had no full-time employees and 1 part-
time person (its President).  Hiring of other management and staff will occur
incrementally as funds become available and the need arises.

     The Company's day-to-day operations are conducted by consultants,
including and Internet Advisors Group, Inc.  In April, 2000, all rights and
obligations of Internet Advisors Group, Inc. under the agreement were assigned
to Blair Merriam, its sole shareholder and employee.  In addition, the
agreement was renewed for a period to expire March 31, 2002.  See Item 9,
below.

KEY PERSONNEL

     Web4Boats.com expects that it will need to hire personnel in all areas.
The competition for such personnel in its industry is intense, particularly
where its corporate headquarters are located.  Web4Boats.com expects to
experience difficulties in hiring personnel with the right training or
experience, particularly in technical areas.  Web4Boats.com does not maintain
key person life insurance for any of its personnel.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company is located at 1280 Bison, Ste. B9-519, Newport Beach,
California 92660.  Its telephone number is (866) 932-2628.  Its mailing
address is a Post Office box which an one year lease of $285.  The Company
believes its facilities are adequate to meet current and short-term future
business needs.  When and if financial resources are available, the Company
will be looking for suitable office space, 2,000 to 3,000 sq. ft., in a
commercial facility.  If the Company develops according to its plan, then it
is anticipated that additional office space will be needed within the next
twelve months.  Leasing costs have yet to be determined.

ITEM 3.  LEGAL PROCEEDINGS.

     None.

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

     None.

                                  PART II

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

     The Company's Common Stock trades under the symbol "EBOT" on the OTC
Electronic Bulletin Board.  Trading commenced in the second quarter of 1998.
The following table sets forth the high and low bid prices per share of the
Common Stock for the last two fiscal years as reported by the OTC Electronic
Bulletin Board. These prices reflect inter-dealer prices, without retail mark-
ups, mark-downs or commissions, and may not necessarily represent actual
transactions.

                                          HIGH      LOW

         FISCAL 2000

First Quarter                            $0.875    $0.1156
Second Quarter                           $1.0625   $0.437
Third Quarter                            $0.85     $0.312
Fourth Quarter                           $0.80     $0.10

        FISCAL 1999

First Quarter                            $0.5625   $0.1875
Second Quarter                           $1.00     $0.50
Third Quarter                            $0.5625   $0.3125
Fourth Quarter                           $0.10     $0.625

     The Company has been informed by its transfer agent that as of March 31,
2001, there were approximately 187 record owners of its Common Stock.

     The Company has not paid any dividends on its Common Stock since
inception. It is the present policy of the Company not to pay cash dividends
and to retain future earnings to support the Company's growth.  Any payment of
cash dividends in the future will be dependent upon the amount of funds
legally available therefor, the Company's earnings, financial condition,
capital requirements and other factors that the Board of Directors may deem
relevant.  The Company does not anticipate paying any cash dividends in the
foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

(1)  On November 5, 1999, the Company issued 250,000 shares of Common Stock to
Stockholder Relations for future public relations services.  These shares were
valued at $75,000.

(2)  On March 2, 2000, the Company sold 100,000 shares of Common Stock to Ken
Cottle for $25,000 cash.

(3) On April 1, 2000, the company issued 10,000 shares of Common Stock to
Mr. Delgado under the terms of the agreement with Web-Light Design, the
Company's former website service company.  These shares were valued at $4,914.

(4)  On April 1, 2000, the company issued 10,000 shares of Common Stock to Mr.
Sommer under the terms of the agreement with Web-Light Design, the Company's
former website service company.  These shares were valued at $4,914.

(4) On April 1, 2000, the Company issued Blair Merriam/Internet Advisors
Group, Inc. 1,150,000 shares of Common Stock in satisfaction of the Company's
accrued compensation obligation for management services of $115,000.

(6)  On April 19,2000 the Company issued 50,000 shares of Common Stock to
Everything Communicates as part of its fee agreement.  These shares were
valued at $27,500.

(7)  On January 15, 2001 the Company issued 662,000 shares of Common Stock to
RealSense.com as part of its fee agreement.  These shares were valued at
$244,940.

(8)  On January 28, 2001 the Company issued 100,000 shares of Common Stock to
Donner Corp. as part of its fee agreement.  These shares were valued at
$9,500.

(9)  On January 25, 2001 the Company issued 100,000 shares of Common Stock to
Action Stocks as part of its fee agreement.  These shares were valued at
$15,000.

(10) On February 12, 2001 the Company issued 100,000 shares of Common Stock
to Tom Minnick as part of its fee agreement.  These shares were valued at
$15,000.

(11) On July 18 ,2000 the Company issued 100,000 shares of Common Stock to
Job Keltner as part of its fee agreement.  These shares were valued at $18,000.

(12) On February 12, 2001 the Company issued 100,000 shares of Common Stock
to William Robotham as part of its fee agreement.  These shares were valued at
$18,000.

(13) On February 12, 2001 the Company issued 100,000 shares of Common Stock
to Paul Verley as part of its fee agreement.  These shares were valued at
$18,000.

(14) On February 12, 2001 the Company issued 100,000 shares of Common Stock to
Cameron Yost as part of its fee agreement.  These shares were valued at
$18,000.

(15) On August 11, 2000 the Company issued 100,000 shares of Common Stock to
Bobbie Thomas as part of its fee agreement.  These shares were valued at
$16,000.

(16) On August 11, 2000 the Company issued 20,000 shares of Common Stock to
Stock Exposure Company as part of its fee agreement.  These shares were valued
at $4,000.

(17) On August 18, 2000 the Company issued 1,000,000 shares of Common Stock
to Dori R. Merriam as part of its fee agreement.  These shares were valued at
$100,000.

(18) On August 25, 2000 the Company issued 40,000 shares of Common Stock to
H. J. Richie as part of its fee agreement.  These shares were valued at
$6,000.

(19) On August 25, 2000 the Company issued 40,000 shares of Common Stock to
Tom Kelly as part of its fee agreement.  These shares were valued at $6,000.

(20) On August 25, 2000 the Company issued 40,000 shares of Common Stock to
Ken Wardle as part of its fee agreement.  These shares were valued at $6,000.

(21) On August 25, 2000 the Company issued 40,000 shares of Common Stock to
Dori R. Merriam as part of its fee agreement.  These shares were valued at
$6,000.

(22) On September 01, 2000 the Company issued 100,000 shares of Common Stock
to Michael Landers as part of its fee agreement.  These shares were valued at
$16,000.

(23) On October 13, 2000 the Company issued 90,000 shares of Common Stock to
Stacey Levin as part of its fee agreement.  These shares were valued at
$35,000.

(24) On October 26, 2000 the Company issued 100,000 shares of Common Stock to
Gary Bryant as part of its fee agreement.  These shares were valued at $20,000.

(25) On November 09, 2000 the Company issued 100,000 shares of Common Stock
to Round III Industries as part of its fee agreement.  These shares were
valued at $18,000.

(26) On November 09, 2000 the Company issued 250,000 shares of Common Stock to
37-9 Inc. as part of its fee agreement.  These shares were valued at $13,000.

(27) On November 09, 2000 the Company issued 400,000 shares of Common Stock
to Dori R. Merriam as part of its fee agreement.  These shares were valued at
$20,000.

(28) On January 26, 2001 the Company issued 1,000,000 shares of Common Stock
to Equus Ranch Inc. as part of its fee agreement.  These shares were valued
at $25,000.

(29) On January 25, 2001 the Company issued 100,000 shares of Common Stock to
Charles Aker as part of its fee agreement.  These shares were valued at
$15,000.

(30) On January 25, 2001 the Company issued 100,000 shares of Common Stock to
Action Stocks as part of its fee agreement.  These shares were valued at
$15,000.
(31) On January 28, 2001 the Company issued 100,000 shares of Common Stock to
Donner Corporation as part of its fee agreement.  These shares were valued at
$9,500.

(32) On March 28, 2001 the Company issued 341,396 shares of Common Stock to
William Robotham as part of its fee agreement.  These shares were valued at
$27,312.

	The Company believes transactions (1) through (32) were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended, as privately negotiated, isolated, non-recurring transactions not
involving any public solicitation.  The purchasers in each case represented
their intentions to acquire the securities for investment only and not with a
view to the distribution thereof.  Appropriate restrictive legends are affixed
to the stock certificates issued in such transactions.  In addition, the
purchases described in item (1) through (32) were "accredited investors" as
that term is defined in Rule 501(a)(3) of Regulation D.

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

     You should read the following discussion of our results of operations and
financial condition in conjunction with our consolidated financial statements
and related notes included elsewhere in this Form 10-KSB.  Unless specified
otherwise as used herein, the terms "we," "us" or "our" refers to
Web4Boats.com, Inc.

OVERVIEW

     Prior to entering into the Internet market and boating industry, the
Company, as a non-operating entity, merged with a business known as New York
Bagel Exchange, Inc. in September 1997.  (For accounting purposes, the merger
resulted in a continuation of the bagel company's operations.)  The Company
engaged in the business of wholesale and retail sales of bagels, sandwiches,
baked goods, specialty coffee and related items at a single store.  The
Company's Board of Directors approved the sale of the Company's inventory and
fixed assets and ceased the bagel related operations on March 25, 1999.  The
actual sale of assets was on April 19, 1999.  All management of New York Bagel
Exchange, Inc. resigned and new management was subsequently appointed.  On
April 20, 1999, the Company changed its name (and direction of its business)
to Web4Boats.com, Inc. and commenced developing a commercial Internet site in
which boat dealers, marinas, individual buyers and sellers would come to
advertise sales and services related to the professional and recreational
boating industry.

     To date, the Company has had almost no revenue from any of its website
or related operations.  We are currently set up to derive revenue from fees
and commissions from affiliate programs, such as Amazon.com and West Marine.
We expect to add to these revenue generating opportunities with future
revenues from fees paid by banner advertisement placements and links to other
websites.  It is anticipated that the enhancement of the website would include
Boat Dealers/Brokers, Boat Builders/Manufacturers, Marinas, and other
recreational suppliers having access to our program and services by paying
initial placement fees, as well as ongoing monthly fees based upon, among
other things, the size of territory, demographics and the transmittal of
purchase requests to them.

     We anticipate that we will derive direct revenue from the volume of
purchases made as a result of visiting our website.  We also believe our
ability to attract subscribing dealers/brokers and other affiliates for our
website, is directly related to the volume of visits and subsequent purchases
we expect to occur as a result of a visit to our website.

     It is anticipated that sales and marketing costs will consist primarily
of promotion and advertising to build brand awareness and encourage potential
customers to visit our website. We will use Internet advertising, as well as
traditional media, such as television, radio and print.  The majority of our
Internet advertising is expected to be comprised of sponsorship and banner
advertising agreements with Internet portals such as Alta Vista, Excite, and
Lycos as well as advertising and marketing affiliations with online boating
and recreational information providers. The Internet portals and online
boating and recreational information providers charge a combination of set-up,
initial, annual, monthly and variable fees.  Set-up fees are incurred for the
development of the link between our website and their website.  No such banner
advertising is currently in place.

     From April, 1999, to March, 2001, the Company's operating activities
related primarily to engaging consulting personnel, raising capital,
purchasing operating assets, performing product development and investing in
sales and marketing programs.  The Company began accruing commissions from
products being purchased by Web4Boats.com viewers being linked to the company's
affiliation program in September, 1999.  Revenues from that buying through
March 31, 2001, however, are less than $1,000.

     The Company expects to derive substantially all of its revenues from the
sale of advertisements, but has had virtually no success thus far.
Advertising revenues are recognized in the period in which the advertisement
is displayed, provided that no significant Company obligations  remain and
collection of the resulting receivable is probable.  Company obligations
typically include guarantees of a minimum number of "impressions," or times
that any advertisement appears on pages where the user views the advertising
banner on the Web4Boats.com website.  To the extent minimum guaranteed
impressions are not met, the Company defers recognition of the corresponding
revenues until guaranteed impression levels are achieved. Deferred revenue
is comprised of billings in excess of recognized revenue relating to
advertising contracts.  The Company's revenues are derived principally from
the sale of advertisements on short-term contracts.  The Company's standard
rates for advertising currently range from $5-100 per 1,000 impressions.  The
Company currently has no banner advertisers and its impressions are currently
running about 15,000 per day.

     The Company has an extremely limited operating history as an Internet
company, and its prospects are subject to the risks, expenses and difficulties
frequently encountered by companies in the new and rapidly evolving markets
for Internet products and services.  To address these risks, the Company must,
among other things, continue to respond to competitive developments, attract,
retain and motivate qualified personnel, implement and successfully execute
its advertising sales strategy, develop and market additional media
properties, upgrade its technologies and commercialize products and services
incorporating such technologies.  There can be no assurance that the Company
will be successful in addressing such risks.  The extremely limited operating
history of the Company makes the prediction of future results of operations
difficult or impossible.  The Company currently expects to significantly
increase its operating expenses to expand its sales and marketing operations,
to fund greater levels of product development and to develop and commercialize
additional media properties.

     The Company's operating results may fluctuate significantly in the future
as a result of a variety of factors, many of which are outside the Company's
control.  These factors include the level of usage of the Internet, demand for
Internet advertising, seasonal trends in both Internet usage and boat
advertising placements, the advertising budgeting cycles of individual
advertisers, the amount and timing of capital expenditures and other costs
relating to the expansion of the Company's operations, the introduction of
new products or services by the Company or its competitors, pricing changes in
the industry, technical difficulties with respect to the use of Web4Boats.com,
general economic conditions and economic conditions specific to the Internet
and online media.  As a strategic response to changes in the competitive
environment, the Company may from time to time make material pricing, service
or marketing decisions that effect the Company's business.  Due to all of the
foregoing factors, in some future quarter the Company's operating results may
fall below the expectations.

RESULTS OF OPERATIONS

     Revenues for the fiscal year ended March 31, 2000 were $-0-.  For the
fiscal year ended March 31, 2001 revenues were $4,521.  The $27 of revenue
for the three months ended December 31, 1999, set forth in the Company's Form
10-QSB is now included in the $98 of interest income.  The $21,060 of cash at
the year ended March 31, 2000 is loan proceeds and is the balance remaining
from the $47,000 of short term borrowings from two shareholder/affiliates.

     Operating expenses consisted of salaries and general and administrative
expenses.  General and administrative expense primarily consists of
executive, consulting, financial and legal expenses and related costs.
General and administrative expense was $357,015 and 1,415,110 in the fiscal
year ended March 31, 2000, and 2001 respectively.  Virtually all of the first
amount is related to development of the website business and includes $115,000
to Internet Advisors Group, Inc. for day-to-day management services which was
subsequently met with the issuance of 1,150,000 shares of Common Stock.
$1,415,110 G&A was paid by issuance of common stock and cash.  The $115,000
owed to Internet Advisors Group, Inc. and $11,750 owed to a former website
management company accounts for most of the Accounts Payable.  The latter was
also paid off in April, 2000, with return of the Company's server computer and
$5,000 to meet the obligation due at that time ($15,500) and consisted of
approximately $22,000 of the Company's equipment assets.  Current website
management is being done at a service provider that uses its own server
computers which Management has determined to be more cost efficient.  The cost
efficiency is a result of avoidance of the continuing technology and software
upgrading expenses to the Company if it had continued to own its own
computers. Executive compensation in the form of Common Stock and Common
Stock options has been granted to Mr. Dennis Schlagel, the Company's President
since the end of the bagel store operation, and Mr. Blair J. Merriam, with
whom the Company contracted through Internet Advisors Group, Inc.  In April,
2000, all rights and obligations of Internet Advisors Group, Inc. under the
agreement were assigned to Blair Merriam, its sole shareholder and employee.
In addition, the agreement was renewed for a period to expire March 31, 2002.
See Item 10, below.

     The Company has net operating loss carryforwards from years 1997 and
earlier of approximately $188,000 and $94,000 for federal and California
state tax purposes, respectively. With additional losses for fiscal years 1999
and 2000, the Company has total net operating loss carryforwards at March 31,
2000 of approximately $1,981,000 and $1,976,000 for federal and California
state tax purposes, respectively.  A deferred asset for these amounts has not
been accrued due to the uncertain nature of its being realized.  Net operating
loss carryforwards begin to expire in fiscal year 2011.

     The Company does not have any non-officer employees, and no cash
salaries or wages are currently being paid.  However, the President of the
Company, Dennis Schlagel, received 102,000 shares of restricted Rule 144 stock
in lieu of compensation and a Stock Option in April 1999, for 500,000 shares
of common stock exercisable at the price of $0.50 per share.  The stock and
stock options were granted to Mr. Schlagel because the Company did not have
sufficient cash available to induce Mr. Schlagel to join the Company in an
officer and director capacity.  See "Security Ownership Of Certain Beneficial
Owners and Management" Item 11 below, "Executive Compensation" Item 6 below,
and "Certain Relationships and Related Transactions" Item 12 below.

     The Company issued 10,000 shares of restricted Rule 144 common stock to
Daniel Thornton in April 1999, in exchange for consulting services.  The
stock was granted to Mr. Thornton because the Company did not have sufficient
cash available to induce Mr. Thornton to join the Company in the capacity of
director.  See "Security Ownership Of Certain Beneficial Owners and
Management" Item 11 below, and "Certain Relationships and Related
Transactions" Item 12 below.

     The Company's day to day operations are provided by Mr. Blair J. Merriam
under a contract with Internet Advisors Group, Inc.  In April, 2000, all
rights and obligations of Internet Advisors Group, Inc. under the agreement
were assigned to Blair Merriam, its sole shareholder and employee.  In
addition, the agreement was renewed for a period to expire March 31, 2002.
Website maintenance, hosting and design are performed on a contract basis
with HostproNETlimited.  See "Certain Relationships and Related Transactions,
Item 12, below.  The Company expects to continue these arrangements at least
until fall of 2001.  Depending on the success of the operation and the
availability of funds the Company hopes at that time to begin to establish an
internal management team and staff.  Poor business results could delay this
plan indefinitely.  Under the terms of the agreement with Internet Advisors
Group, Inc. the Company is obligated to pay ten thousand dollars ($10,000) per
month that "may be made in either cash, stock, or any combination thereof."
Because the fees may be paid in stock, the Company does not believe it will
have any problems meeting its payment obligations under this agreement over
the next twelve months.  For the period of April, 2000, to March 2001 the
Company satisfied its obligation to Internet Advisors Group, Inc. through the
issuance of 1,233,333 shares of Common Stock and $4,000 cash.

     In April 1999, we granted stock options (not under any plan) to purchase
1,000,000 shares of common stock.  These stock options were granted to
employees, directors and consultants at exercise prices of fifty cents ($0.50)
per share which were below the fair market value at the date of grant.  See
"Security Ownership of Certain Beneficial Owners and Management" Item 11
below, "Executive Compensation", Item 10 below, and "Certain Relationships and
Related Transactions", Item 12 below.

	In June 2000, we granted stock options (not under any plan) to purchase
71,667 shares of common stock. These stock options were granted to employees,
directors and consultants at exercise prices of twenty to sixty two and one
half cents ($0.20 - $0.62) per share which were below the fair market value at
the date of grant. In July 2000, we granted stock options (not under any plan)
to purchase 12,000 shares of common stock. These stock options were granted
to employees, directors and consultants at exercise prices of twenty five
cents ($0.25) per share which were below the fair market value at the date of
grant.

In August 2000, we granted stock options (not under any plan) to purchase
1,512,000 shares of common stock. These stock options were granted to
employees, directors and consultants at exercise prices of fifteen to twenty
cents ($0.15 - $0.20) per share which were below the fair market value at the
date of grant. In September 2000, we granted stock options (not under any plan)
to purchase 12,000 shares of common stock. These stock options were granted to
employees, directors and consultants at exercise prices of thirty three cents
($0.33) per share which were below the fair market value at the date of grant.
See "Security Ownership of Certain Beneficial Owners and Management" Item 11
below, "Executive Compensation", Item 10 below, and "Certain Relationships and
Related Transactions", Item 12 below.

LIQUIDITY AND CAPITAL RESOURCES

     Although the Company's auditor has issued an opinion questioning the
Company's ability to continue as a going concern, we believe our current cash
and cash equivalents are sufficient to meet our anticipated cash needs for
working capital and capital expenditures for at least the next 12 months.

     In August, 1999, the Company received $100,000 from a shareholder in
exchange for 10,000 shares of Series A Preferred Stock.  A portion of the
cash has been used primarily to pay for hardware, software, programming and
other operating expenses to launch its website and other daily operating
costs. Additionally, the Company borrowed $47,000 from two shareholders which
were paid off through the issuance of Common Stock.  The Company anticipates
that capital expenditures in the fiscal year ending March 31, 2002 will be
approximately $250,000 primarily for general and administrative expenses.  The
Company has no current plans on how to obtain funding for the expected
expenditures and is evaluating various alternatives.  Inability to obtain
funding will substantially slow development of the Company's operations.

     In June 1999, we authorized the creation of a class of Preferred shares.
The Twenty Million (20,000,000) shares of Preferred Stock have a par value of
one-tenth cent ($.001) per share, bringing the total number of common and
preferred shares authorized by the Company to One Hundred Twenty Million
(120,000,000) shares.  The Company's Board of Directors may divide and issue
the Preferred Shares in series.

     In August 1999, the Company designated a portion of the Preferred Stock
as Series A Preferred Stock.  Such Series A Preferred Stock consists of
10,000 shares of the authorized Preferred Shares.  At the option of the
holder, the purchaser may convert said Series A Preferred Stock into Common
Stock of the Company no sooner than one (1) year after the purchase date.  All
10,000 shares were sold for $100,000 on August 13, 1999.  The conversion rate
for said stock shall be at the rate of One Hundred (100) shares of Common
Stock for every one (1) share of Series A Preferred Stock.  One Million
(1,000,000) shares of Common Stock have been reserved and such shares shall be
issued only in conversion of the Series A Preferred Stock as provided by the
terms of the designation.

     With respect to fiscal years beyond March 31, 2000, we may be required
to raise additional capital to meet our long term operating requirements.
Although our revenues have decreased since implementation of the Web4Boats.com
business, our expenses have continued to, and in the foreseeable future are
expected to, exceed our revenues.  Accordingly, we do not expect to be able to
fund our operations from internally generated funds for the foreseeable
future.

     Our cash requirements depend on several factors, including:

          (1)  the level of expenditures on marketing and advertising
          (2)  the rate of market acceptance
          (3)  the ability to expand our customer base
          (4)  the ability to increase the volume of sales with our
               affiliates
          (5)  the cost of contractual arrangements with online
               information providers, search engines, and other referral
               sources.

     The Company currently has no material commitments other than its
agreement with Internet Advisors and Blair Merriam.  The Company anticipates a
substantial increase in its capital expenditures and operating lease
arrangements in 2000 consistent with its anticipated growth.  We cannot
accurately predict the timing and amount of our cash requirements.  If capital
requirements vary materially from those currently planned, we may require
additional financing sooner than anticipated. We have no commitments for any
additional financing, and there can be no assurance that any such commitments
can be obtained on favorable terms, if at all.

     Any additional equity financing may be dilutive to our stockholders, and
debt financing, if available, may involve restrictive covenants with respect
to dividends, raising capital and other financial and operational matters
which could restrict our operations or finances.  If we are unable to obtain
additional financing as needed, we may be required to reduce the scope of our
operations or our anticipated expansion, which could have a material adverse
effect on our business, results of operations and financial condition.


PLAN OF OPERATION

     Over the next twelve months the Company plans to devote most of its
efforts toward acquiring financial resources and increasing awareness of its
website among the boating public and professionals.

     The Company believed that the volume of classified advertisements in
2001 had reached the point that management believes it is sufficient, because
of its size, to attract boat buyers and others to the website.  This has not
been the case.  In addition, management also believes that the website traffic
will now justify fees for all new ads placed on the website. Finally, with
respect to the classified ads, in July the Company will revise and re-commence
a telemarketing campaign (possibly, with more Company direct involvement to
the extent financing allows) to contact all current classified advertisers
collected by the Company and displayed on the website with the proposal of a
fee for continued display of the ad.  In this way all non-paying advertisers
are expected to be dropped from the displayed data base over the following 60
days.  The Company did not do this under the initial telemarketing campaign
because of the telemarketing campaign's poor results.

     Concurrent with the telemarketing campaign directed at classified
advertisers will be the continued concerted efforts at increasing awareness
of the website among the boating public and professionals.  The Company plans
to initially arrange most of its links from other websites and magazines
through a barter arrangement under which the other website or magazine will
receive a reciprocal link to its website or services thereby reducing cash
outlays.

     The Company has begun to seek a significant infusion of capital, $1 - 5
million, to increase awareness of the website among the boating public and
professionals and to continue development of the website.  There can be no
assurance that such funding will be available to the Company.  In the event
that such funding is not available to the Company, then Web4Boats.com would be
forced to use whatever cash is generated, mostly by its classified
advertisement sector, for enhancement of the website and its promotion.  Such
a process of development would likely be much slower than what could be
achieved with the infusion of substantial new investments.  Management
believes, however, that the Company's business is relatively easily scalable.
In other words, the website will be able to achieve its purpose.  Thereafter,
additional funds are devoted mostly to promotion of the website and
enhancement of the core elements.  The availability of funds determines the
speed with which promotion and enhancements are pursued.

     Depending upon the ability of the Company to arrange additional
financing, the Company expects to add full time management and staff.
Development of the Company's business could significantly alter the timing of
the need for staff and current plans are tentative.  In addition, competition
for qualified internet technology and sales personnel is intense, which is
expected to make it difficult to add personnel on short notice and at the
optimal time for the Company.

KNOWN RISKS AND TRENDS

     SEASONALITY

     We expect our business to experience the seasonality of the boating and
warm weather recreational equipment industry as it matures.
     LIABILITY FOR THE COMPANY'S SERVICES

     Web4Boats.com hosts a wide variety of information, community,
communications and commerce services that enable individuals to exchange
information, generate content, conduct business and engage in various online
activities.  The laws relating to the liability of providers of these online
services for activities of their users is currently unsettled.  Claims could
be made against Web4Boats.com for defamation, negligence, copyright or
trademark infringement, personal injury or other theories based on the nature
and content of information that may be posted online by its users.  Such
claims have been brought, and sometimes successfully pressed, against online
service providers in the past.  In addition, Web4Boats.com could be exposed to
liability with respect to the selection of listings that may be accessible
through its Web4Boats.com-branded products and media properties, or through
content and materials that may be posted by users in classifieds, message
boards, clubs, chat rooms, or other interactive community-building services.
Any such finding of liability against Web4Boats.com could have a material
adverse effect on the Company's business.

     RELIANCE ON ADVERTISING REVENUES AND UNCERTAIN ADOPTION OF THE
INTERNET AS AN ADVERTISING MEDIUM

     Web4Boats.com expects to derive a majority of its revenues from the sale
of advertisements on its website pages under short-term contracts. Most of
its advertising customers have limited experience with the Internet as an
advertising medium.  Web4Boats.com's continuing ability to generate
significant advertising revenues will depend upon, among other things: - -
advertisers' acceptance of the Internet as an effective and sustainable
advertising medium;
- - the development of a large base of users of its services possessing
demographic characteristics attractive to advertisers; and - - its ability to
continue to develop and update effective advertising delivery and measurement
systems.  No standards have yet been widely accepted for the measurement of
the effectiveness of Internet-based advertising. Web4Boats.com cannot be
certain that such standards will develop sufficiently to support Internet-
based advertising as a significant advertising medium.  In addition, adverse
economic conditions can significantly impact advertisers ability and
willingness to spend additional amounts on advertising generally, and on
Internet-based advertising specifically.

YEAR 2000 ISSUE

     Because many computer applications have been written using two digits
rather than four to define the applicable year, some date-sensitive software
may recognize a date using "00" as the year 1900 rather than the year 2000.
This "Year 2000 issue" could result in system failures or miscalculations
causing disruptions of operations, including disruptions of our website or
normal business activities.

     Non-information technology systems include accounts receivable/payable,
payroll, banking, postal bar code,  and other software that support our daily
business activities.  Although we have not conducted a survey, we believe
there is no material exposure to our non-information technology systems.  We
believe that we do not have any other non-information, embedded technology
systems, with potential Year 2000 issues.

     We do not believe that we have material exposure to the Year 2000 issue
with respect to our own information systems since our existing systems
correctly define the Year 2000 with four digits.  As of March 31, 2000, we had
no problems with the change to the Year 2000. Thus far, we do not believe that
there is any need for alternative plans to deal with the Year 2000 issues.
The worst case scenario pertaining to the Year 2000 issue would be an overall
failure of the national Internet and telecommunications infrastructure.  This
may require alternative means for users to gain connection to our servers.

ITEM 7.  FINANCIAL STATEMENTS.

                        Report of Independent Auditor


June 7, 2001


To the Board of Directors and Shareholders of Web4Boats.com., Inc.:

I have audited the accompanying balance sheets of Web4Boats.com, Inc. as of
March 31, 2000 and 2001, and the related statements of operations, cash flows,
and shareholders' equity for each of the two years ended March 31, 2000 and
2001.  These financial statements are the responsibility of the Company's
management.  My responsibility is to express an opinion on these financial
statements based on my audits.

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

In my opinion, such financial statements present fairly, in all material
respects, the financial position of Web4Boats.com, Inc. as of March 31, 2000
and 2001, and the results of operations and their cash flows for each of the
two years ended March 31, 2000 and 2001 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that
Web4Boats.com, Inc. will continue as a going concern.  As discussed in Note 7
to the financial statements, the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern.  Management's plans in regard to
these matters are also described in Notes 1 and 7.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


Carl S. Sanko
Topanga, California




	Web4Boats.com, Inc.
	Balance Sheets
	March 31, 2000 and 2001






                                                      March 31,        March 31,
   	                                                    2000             2001



Assets


Current assets
  Cash	                                         $  21,060         $    251
  Prepaid expenses	                                     0           32,250
	Total current assets	                          21,060           32,501


Property and equipment
  Equipment	                                            33,604            2,444
  Accumulated depreciation	                          (5,217)            (732)
	Property and equipment, net	                    28,387            1,712


Other assets
  Trademarks, net 	                                 9,655            7,475
	Total other assets	                           9,655            7,475


Total assets	                                  $   59,102       $   41,688







	See accompanying notes to financial statements














	Web4Boats.com, Inc.
	Balance Sheets
	March 31, 2000 and 2001






                                                     	March 31,        March 31,
    	                                                    2000             2001



Liabilities and Shareholders' Equity


Current liabilities
  Accounts payable                             	    $  156,655       $   23,070
  Accrued expenses	                                 2,406           10,169
  Accrued litigation settlement	                    42,500           42,500
    Short-term borrowings	                          47,000          150,881
	Total current liabilities	                   248,561          226,620


Commitments and contingencies


Shareholders' equity (deficit)
  Convertible preferred stock, par value
	$.001, 20,000,000 shares authorized,
	10,000 issued and outstanding at
	March 31, 2000 and none at March 31,
	2001. Aggregate liquidation preference
	of $1,000,000 at March 31, 2000		            10                0
  Common stock, par value $.001,
	100,000,000 shares authorized,
	5,033,460 and 18,592,089 issued
	and outstanding at March 31, 2000
	and 2001, respectively	                           5,033           18,592
  Paid in capital	                                   2,151,051        3,979,241
  Accumulated deficit	                            (2,345,553)      (4,182,765)
	Total shareholders' equity	                  (189,459)        (184,932)


Total liabilities and shareholders' equity	    $   59,102       $   41,688




	See accompanying notes to financial statements






	Web4Boats.com, Inc.
	Statements of Operations
	For the Years Ended March 31, 2000 and 2001





                                               	     Year Ended       Year Ended
	                                                March 31,        March 31,
    	                                                    2000             2001



Revenues                       	               $        0        $    4,521




Operating expenses:
  Salaries	                                           62,500            62,500
    Marketing	                                          0           364,123
  General and administrative	                        357,015         1,415,110
Total operating expenses	                        419,515         1,841,733

Loss from continuing operations	                 (419,515)       (1,837,212)


Other income:
  Gain on disposal of segment	                         72,552                 0
  Interest income	                                         98                 0
Total other income	                               72,650                 0

Net loss	                                       $ (346,865)      $(1,837,212)

Beneficial conversion feature on
  preferred stock	                                    100,000                 0

Net loss applicable to common stock
  shareholders	                                 $ (446,865)     $ (1,837,212)


Basic and dilutive loss per share	                  $  (.09)          $  (.14)







	See accompanying notes to financial statements






	Web4Boats.com, Inc.
	Statements of Cash Flows
	For the Years Ended March 31, 2000 and 2001


	                                               Year Ended       Year Ended
	                                                March 31,        March 31,
           	                                              2000             2001

Cash flows from operating activities
  Net loss                        	              $  (346,865)    $ (1,837,212)
  Adjustments to reconcile net loss to
	net cash used in operating activities
	  Depreciation and amortization	               6,472            2,668
	  Common stock issued for services	             137,500        1,655,689
	  Gain on disposal of segment	                   (72,552)               0
	  Changes in operating assets and
		liabilities
	  	  Accounts receivable	                     3,028                0
		  Inventory	                                 5,340                0
		  Prepaid expenses	                         0          (32,250)
		  Accounts payable	                    91,585         (133,585)
		  Accrued expenses	                   (38,394)           7,763
       	  Short term borrowings	                    47,000          103,881
Net cash provided by (used in) operating
	activities	                                    (166,886)        (233,046)

Cash flows from investing activities
  Sale of business operations	                         100,282                0
Purchases of property and equipment	                   (33,604)               0
  Purchases of trademarks            	             (10,910)               0
  Sale of fixed assets	                                     0           26,187
  Deposits	                                             6,316                0
 Net cash provided by (used in) investing
	activities	                                      62,084           26,187

Cash flows from financing activities
  Proceeds from issuance of preferred stock	       100,000                0
  Proceeds from issuance of common stock	              25,000           60,000
  Issuance of common stock for interest	                   0          126,050
  Payment for redemption of common stock	                (121)               0
 Net cash provided by (used in) financing
	activities	                                     124,879          186,050


Net increase (decrease) in cash	                    20,077          (20,809)

Cash, beginning of year	                                   983           21,060

Cash, end of year	                                   $  21,060        $     251

	See accompanying notes to financial statements





	Web4Boats.com, Inc.
	Statements of Shareholders' Equity
	For the Years Ended March 31, 2000 and 2001





                	                                   Year Ended       Year Ended
	                                                March 31,        March 31,
           	                                              2000             2001



Convertible preferred stock:
  Balance, beginning of year            	          $        0       $       10
  Convertible preferred stock issued	                  10                0
  Convertible preferred stock converted	                   0              (10)

	Balance, end of year	                              10                0



Common stock and paid in capital:
  Balance, beginning of year	                       1,576,627        2,156,084
  Common stock issued	                               579,457        1,841,749

	Balance, end of year	                       2,156,084        3,997,833



Accumulated deficit:
  Balance, beginning of year	                      (1,998,688)      (2,345,553)
  Net loss	                                          (346,865)      (1,837,212)

	Balance, end of year	                      (2,345,553)      (4,182,765)



Total shareholders' equity	                    $   (189,459)      $ (184,932)










	See accompanying notes to financial statements






	NOTES TO FINANCIAL STATEMENTS


NOTE	1  Summary of significant accounting policies

		Organization and business
	Web4boats.com, Inc. ("the Company"), a Delaware Corporation, was
incorporated on February 4, 1994 as New York Bagel Exchange, Inc.  Commencing
September 26, 1995, the Company has operated in the business of wholesale and
retail sales of bagels, sandwiches, baked goods, specialty coffees and
related items.  On August 22, 1997, the Company acquired the assets and
liabilities of Windom, Inc., a non-operating public shell, resulting in the
retirement of all the common and preferred shares of both companies, and the
reissuance, by the Company, of 2,594,560 shares of common stock.  The merger
was accounted for, in substance, as an issuance of stock for the net monetary
assets of Windom, Inc. on August 22, 1997, and the financial statements
presented are those of New York Bagel Exchange, Inc. since the date of its
formation.  Subsequent to the merger, the Company continued its wholesale and
retail operations.  On January 26, 1999, New York Bagel Exchange, Inc. changed
its name to Webboat.com, Inc., on April 2, 1999, Webboat.com, Inc. changed its
name to Windom.com, Inc., and on April 20, 1999, Windom.com, Inc. changed its
name to Web4boats.com, Inc.

	On March 22, 1999, the Board of Directors approved sale of the Company's
inventory and fixed assets for $120,000.  The Company ceased its bagel
business operations on March 25, 1999.  The actual disposal date of assets
subject to the sale was on April 19, 1999.  A gain of approximately $72,000
resulted upon the disposition.  Per Accounting Principles Board opinion
No. 30, since the disposal date occurred subsequent to fiscal year 1999, the
gain is recognized on the realized date of April 19, 1999 and is therefore
included as "Other income" in the Statement of Operations for the year ended
March 31, 2000.

	During fiscal year 1999, the Company began making plans to develop a
commercial internet site in which boat builders, manufacturers, dealers,
marinas, individual buyers and sellers would come to advertise sales and
services related to the boating industry.  In fiscal 1999, the Company
incurred $259,375 of expense for marketing, consulting and other services
related to development of the Company's new business operations.  In April,
1999, the Company issued 1,010,000 shares of its common stock as full payment
for these services.  Subsequently, for the two years ended March 31, 2001,
the Company has continued to invest substantially in website development and
related costs.  The Company expects, as a going concern, to realize future
benefits from these costs.  However, all such development costs are expensed
as incurred.

	The Company has no revenues from its internet site for the year ended
March 31, 2000 and only minimal revenues for the year ended March 31, 2001.
The Company expects, as a going concern, to derive substantial revenues from
the sale of advertisements in fiscal year 2002.

		Property and equipment
	Equipment is recorded at cost and depreciated over estimated useful lives
of five years using the straight-line method.  Trademarks are recorded at cost
and amortized over estimated useful lives of five years using the straight-
line method.


		Sale of operating assets
	In April, 2000, the Company paid $5,000 and returned $31,160 in computer
equipment it had purchased in July, 1999, from a vendor involved in the
development of the Company's e-commerce website in settlement of $15,500 in
payables to the vendor, of which $11,750 was accrued as of March 31, 2000.
The sale resulted in a loss of $15,687 for the year ended March 31, 2001.

		Income taxes
	The Company has total net operating loss carryforwards at March 31, 2001
of approximately $1,981,000 and $1,976,000 for federal and California state
tax purposes, respectively.  A deferred asset for these amounts has not been
accrued due to the uncertain nature of its being realized.  Net operating
loss carryforwards begin to expire in fiscal year 2011 and 2004 for federal
and California state tax purposes, respectively.

		Earnings per share
	The computation of loss per share of common stock is based on the weighted
average number of shares outstanding during each fiscal year period.


NOTE	2  Shareholders' equity

		Compensatory stock issuance
During each of the years ended March 31, 2000 and 2001, the Company received
salary compensation valued at $62,500 in exchange for common stock.

		Stock options
	During fiscal year 1998, the Company recorded a charge to operations of
$687,500 for marketing and other services in exchange for issuance of stock
options.  The value for such services was computed as the difference between
the quoted market price at the option's measurement date and the option price.
All options were exercisable at time of grant and no options have been
exercised as of March 31, 2001.  The number of shares represented by stock
options outstanding at March 31, 2001 are 3,679,667 shares with an option
price of $.07 to $1.00 per share, and $1,520,178 in total, and with a market
price at date of grant of $.06 to $2.00 per share, and $2,056,810 in total.
Outstanding options expire on various dates from June, 2001 to March, 2003.
Included in stock options outstanding at March 31, 2001, are 1,500,000 shares
which were determined to have a fair value per option of $.073 as of the date
of grant using the Black-Scholes option pricing model with the following
assumptions: expected price volatility of 57.7%, expected option lives of
three years, risk free interest rate of 6.0%.

		Stock redeemed and issued
	In April, 1999, the Company contractually redeemed, at par value,
1,215,000 shares of common stock, representing all the outstanding stock held
by a former officer of the Company.  The Company then issued 500,000 shares of
restricted common stock and stock options representing 500,000 shares of
common stock to a new officer as consideration for services which are fully
rendered as of March 31, 2001.

		Preferred stock
	In June, 1999, the Company authorized the issuance of 20,000,000 shares of
$.001 par value, preferred stock.  In August, 1999, 10,000 shares of preferred
stock was designated as Series A preferred stock with conversion rights of one
share of Series A preferred to 100 shares of common stock.  Subsequently, the
10,000 shares of Series A preferred was sold for $100,000 to a related party.
A beneficial conversion feature of $100,000 was present in the transaction
and is reflected in stockholders' equity at March 31, 2001.

	In August, 2000, the outstanding 10,000 shares of Series A preferred stock
were converted to 1,000,000 shares of common stock.  The Series A preferred
shares were then cancelled and returned to the status of authorized and
unissued.

NOTE	3  Related parties

		Short term borrowings
	At March 31, 2000, the Company had unsecured promissory notes, inclusive
of accrued interest, of $47,806, payable to two shareholders.  The notes bear
annual interest at a rate of 10%.

	During the year ended March 31, 2001, the Company received $140,000 from
eight lenders, two of which were related parties, in exchange for promissory
notes with interest at 12% per year and terms ranging from seven days to six
months.  As inducement to obtain the unsecured loans, the Company issued a
total of 560,000 shares of common stock, valued at $123,800, which was
recorded as interest expense during the year ended March 31, 2001.  At
March 31, 2001, the Company had unsecured promissory notes, inclusive
of accrued interest, of $161,050, payable to eight shareholders, and that bear
annual interest at rates of 10% to 12%.

		Stock options
	Represented in outstanding stock options are 3,320,000 shares at March 31,
2001 to related parties.


NOTE	4  Statements of Cash Flows

		Financial instruments
	The Company considers all liquid interest-earning investments with a
maturity of three months or less at the date of purchase to be cash
equivalents.

		Noncash transactions
	During the year ended March 31, 2000, the Company issued 1,010,000 shares
of its common stock to third parties as compensation for $259,375 in services
accrued as of March 31, 1999, and 150,000 shares to related parties in
cancellation of $57,713 in short term borrowings and accrued interest.

	During the year ended March 31, 2001, the Company issued 10,267,233 shares
of its common stock, of which 4,633,333 shares were to related parties.  The
shares were in exchange for $52,875 in short term borrowings and interest
payable and in exchange for $1,384,253 as compensation for services, of which
$124,828 had been accrued at March 31, 2000 and $32,250 is a prepaid expense
at March 31, 2001.

		Interest paid
	In fiscal years 2000 and 2001, the Company charged to operations interest
expense of $2,064 and $137,256, respectively.  Interest paid during fiscal
year ending March 31, 2000 was $1,258.  Interest paid during fiscal year
ending March 31, 2001 was $4,841.

NOTE	5  Commitments and Contingencies

		Contract commitments
	On April 15, 1999, the Company entered into a one year consulting
agreement, with a related party, under which the Company agreed to pay $10,000
per month, payable in cash or stock, for management and advisory services.
The contract was renewed through March 31, 2001.  For the year ended March 31,
2001, $4,000 in cash and 1,233,333 shares of common stock, valued at $116,000
were issued as payment of services received from April through March, 2001.

		Service commitments
	The Company has entered into various contracts for professional services
related to managing and promoting its website.  Commitments as of March 31,
2001 under these contracts total $154,750 for year ending March 31, 2002, with
no commitments thereafter.

		Litigation
	During fiscal 1999, a lawsuit was filed against the Company in which the
plaintiff, a former officer, claimed breach of employment contract related to
fiscal year 1998.  In May, 1999, the dispute was settled for $42,500.  The
unpaid settlement amount is accrued as of March 31, 2000 and 2001.

NOTE	6  Subsequent events

		Corporate Location
	In June, 2001, the Company moved its corporate office location from San
Diego, California to Newport Beach, California with no material interruption
of business activities.

NOTE	7  Going concern

	The Company has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability to continue
as a going concern.  During fiscal year ended March 31, 1999, as a result of
not being able to meet its obligations as they became due, the Company saw no
alternative but to sell its operating assets, as described in Note 1 above.
Note 1 also describes management's plans in regard to perpetuating its
existence through new operations related to internet marketing and the
boating industry.  The Company has the ability to raise funds through the
public equity market and, as stated in Notes 2, 3 and 4, has paid significant
liabilities to related and other parties with common stock and raised
substantial funds from a related party in the private sector as well. While
such plans and fundraising ability seem to mitigate the effect of prior years'
losses and deficits, the Company is essentially only beginning to market in a
new industry.  The inability to assess the likelihood of the effective
implementation of management's plans in this new environment also raises
substantial doubt about its ability to continue as a going concern.

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

     None.

                                  PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
     Pursuant to the Company's Certificate of Incorporation and its By-Laws,
the members of the Board of Directors serve for one-year terms.  The Company's
current directors and executive officers are:

Name                           Age                     Position

Blair J. Merriam(1)            43                   General Manager

Dennis Schlagel(1)             61                   President, Director,
                                                    Secretary, Treasurer

Daniel Thornton                41                   Director
------------------
(1)      Mr. Schlagel and Mr. Merriam are first cousins.
------------------
     Mr. Blair J. Merriam has been General Manager of the Company since
April, 1999.  Mr. Merriam presently devotes full time to the affairs of the
Company.  For 6 years prior to joining the Company, Mr. Merriam worked for
himself in consulting and managing the sales and marketing of food products
companies producing products mainly in the United States and Mexico.  Mr.
Merriam also recently formed Internet Advisors Group, Inc. through which he
has been consulting to the Company and operating as its General Manager.  In
April, 2000, all rights and obligations of Internet Advisors Group, Inc. under
the agreement were assigned to Blair Merriam, its sole shareholder and
employee.  In addition, the agreement was renewed for a period to expire March
31, 2001.

     Mr. Dennis Schlagel has been President, Secretary, Treasurer and a
director of the Company since the sale of the Company's bagel business in
April, 1999. Mr. Schlagel is semi-retired and lives from fall through spring
near Hermosillo, Mexico.  He devotes only part of his time to the affairs of
the Company.  Prior to joining the Company, Mr. Schlagel was from February,
1994, general manager of Beltropic, Inc., a Wyoming corporation engaged in
farming and the produce export, sales and distribution business in northern
Mexico.  Prior to and after serving in the Army in 1961, Mr. Schlagel attended
Chico State College, California, and California Polytecnic, respectively.

     Mr. Daniel Thornton has been a director of the Company since October 1,
1999.  In June, 2000, Mr. Thornton will assume a position as director of sales
and marketing and general manager of Capnet Gateway Online Services, an
internet-based healthcare information and management services portal for
Meridian Holdings, Inc.  Mr. Thornton is a member of the board of directors of
Meridian subsidiary InterCare.com, Inc..  From September 1996 to April, 2000,
Mr. Thornton has been Chief Executive Officer of BioSynergy Natriceuticals,
Inc., a supplier of raw materials and secondary ingredients to the dietary
supplement industry.  For 2 years prior to September 1996, he was Chief
Executive Officer of Stevion Co.

     Directors occasionally consult on an informal basis and, under the
Company's bylaws, are to meet formally for the annual meeting of directors.

     SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     None



ITEM 10.  EXECUTIVE COMPENSATION.

     The following tables contain compensation data for the Chief Executive
Officer and other named executive officers of the Company for the fiscal year
ended March 31, 2001.  Neither person was employed in an executive capacity
with the Company for any period prior to April 1, 1999.

<TABLE>
<CAPTION>
                                           Long Term Compensation
                                           ----------------------
                     Annual Compensation           Awards
                    ---------------------  ----------------------
<S>               <C>         <C>   <C>     <C>         <C>         <C>
Name                               Other               Securities
And                                Annual  Restricted  Under-      All Other
Principal                          Compen- Stock       lying        Compen-
Position         Salary      Bonus sation  Awards      Options      sation

Blair J. Merriam
General Manager
           2000   $  4,000(1) -0- $116,000(3) $-0-    -500,000-     -0-
           1999   $115,000(2) -0-   -0-     $193,750(4) -0-         -0-


Dennis Schlagel
President, Chief
Executive Officer,
Secretary, Treas.,
Director
           2000                    $122,000(3)
           1999    -0-         -0-   -0-     $250,000(5) 500,000(6)    -0-

-------------------
</TABLE>

(1) Cash compensation is pursuant to an Agreement with Internet Advisors
Group, Inc., which is 100% owned and operated by Mr. Merriam.  This amount may
be paid in "cash, stock or any combination thereof."  This amount was "paid" by
issuance of 1,233,333 shares of Common Stock and $4,000 cash.  In April, 2000,
all rights and obligations of Internet Advisors Group, Inc. under the agreement
were assigned to Blair Merriam, its sole shareholder and employee.  In
addition, the agreement was renewed for a period to expire March 31, 2002.

(2) Cash compensation is pursuant to an Agreement with Internet Advisors
Group, Inc., which is 100% owned and operated by Mr. Merriam.  This amount may
be paid in "cash, stock or any combination thereof.  This amount was accrued
and unpaid at March 31, 2000.  In April, 2000, this amount was "paid" by
issuance of 1,150,000 shares of Common Stock.

(3) Value of shares of Common Stock registered under Form S-8.

(4) Issued to Mr. Blair J. Merriam or companies over which he has 100%
control and ownership.  The value (based on closing price) of these shares
(800,000) at the end of the 1999 fiscal year was $632,000.  See "Security
Ownership of Certain Beneficial Owners and Management" in Item 11, above and
"Certain Relationships and Related Transactions" in Item 12, below.
(5) The value (based on closing price) of these shares (500,000) at the end

(6) of the last completed fiscal year was $395,000

(7) Mr. Schlagel received options for 500,000 shares on April 20, 1999.  The
exercise price of the options is $.50 per share and the market price of the
Company's Common Stock on the date of grant was $.50 per share.  See "Security
Ownership of Certain Beneficial Owners and Management" in Item 11, above and
"Certain Relationships and Related Transactions" in Item 12, below.
------------------
     No other executive officer of the Company receives an annual salary and
bonus in excess of $100,000.

EMPLOYMENT ARRANGEMENTS

     The Company has no employment agreements with any of its employees.  The
Company does, however, have an agreement with Internet Advisors Group, Inc.
upon which it depends heavily for its day to day operations.  The Company
engaged Internet Advisors Group, Inc. to set up its business operations and
establish its website design parameters.  In April, 2000, all rights and
obligations of Internet Advisors Group, Inc. under the agreement were assigned
to Blair Merriam, its sole shareholder and employee.  In addition, the
agreement was renewed for a period to expire March 31, 2002.  See "Certain
Relationships and Related Transactions" in Item 12, below.

STOCK OPTIONS AND WARRANTS

     The following table sets forth options awarded to executive officers for
the fiscal year ended March 31, 2001.
<TABLE>

<CAPTION>
                                    INDIVIDUAL GRANTS
<S>                <C>             <C>             <C>               <C>
                Number of       % of Total
                Securities      Options
                Underlying      Granted to
                Options         Employees in    Exercise or Base  Expiration
Name            Granted (#)     Current Year    Price ($/sh)      Date

Dennis Schlagel   1,000,000         27%           $.15(1)         8/1/04
Blair J. Merriam    500,000		14%           $.15(1)         8/1/04

</TABLE>
------------------
(1)      The market price on the date of grant was $.16.
------------------
     The following tables contain option data for the Chief Executive Officer
and other named executive officers of the Company for the fiscal year ended
March 31, 2001.







<TABLE>
<CAPTION>
                     AGGREGATED OPTION EXERCISES IN CURRENT FISCAL YEAR
                        AS OF 3/31/01 AND OPTION VALUES AS OF 3/31/01
<S>                   <C>                     <C>                <C>
                                            Number of
                                            Securities          Value of
                                            Underlying          Unexercised
                                            Unexercised         In-the-Money
                                            Options at          Options at
                                            3/31/01             3/31/01(1)

                     Shares Acquired       Exercisable/        Exercisable/
Name                 on Exercised          Unexercisable       Unexercisable

Blair J. Merriam(2)      -0-            500,000/-0-            $-0-/$-0-

Dennis Schlagel          -0-            1,000,000/-0-          $-0-/$-0-

</TABLE>
------------------
(1)  Computed based on the differences between the fair market value (closing
price) on March 31, 2001, ($.-0- per share) and aggregate exercise prices.

(2) Mr. Blair J. Merriam first obtained Common Stock in the Company in
August, 1997, and has since acquired a substantial holding of Common Stock and
Common Stock options.  See "Certain Relationships and Related Transactions" in
Item 12, below.
------------------

DIRECTORS COMPENSATION

     The Company's directors are reimbursed for expenses incurred on behalf of
the Company.  The company presently has no compensation plan for directors.
In April, 1999, Mr. Daniel Thornton received 10,000 shares of Common Stock in
consideration for consulting services prior to becoming a director of the
Company.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following tables sets forth the number and percentage of outstanding
shares of Company Common Stock and Series A Preferred Stock owned by (i) each
person known to the Company to beneficially own more than 5% of each class of
stock, (ii) each director, (iii) each named executive officer, and (iv) all
executive officers and directors as a group.  The following calculations are
made according to the rules of the Securities and Exchange Commission.  Share
ownership is deemed to include all shares that may be acquired through the
exercise or conversion of any other security immediately or within the next
sixty days.  Such shares that may be so acquired are also deemed outstanding
for purposes of calculating the percentage of ownership for that individual or
any group of which that individual is a member.  Shares outstanding were
determined as of March 31, 2001.





COMMON STOCK

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

Dennis Schlagel             18.4%                   3,700,000(1)
P.O. Box 3171
Cheyenne, WY 82003

Daniel Thornton              *                      25,000
3648 Navajo Street
Denver, CO 80211

Blair J. Merriam            24.3%                   4,853,333(2)
P.O. Box 5235
Cheyenne,  WY  82003

Dori Merriam                 8.7%                   1,640,000(3)
6150 La Jolla Mesa Drive
La Jolla, CA 92037

All executive officers and  39.9%                  8,553,333(1)(2)
directors as a group
(3 persons)
------------------

*  Indicates ownership of less than one percent.

(1) Includes 1,500,000 shares that may be acquired pursuant to the exercise
of options.

(2)  Includes 700,000 shares that may be acquired pursuant to the exercise of
options and beneficial ownership of shares by the following entities that are
100% owned by Mr. Merriam: Spika Corp. - 640,000 shares that may be acquired
pursuant to the exercise of options; Internet Advisors Group, Inc. - 100,000
shares direct; EQUUS Ranch Inc. 1,000,000 shares direct.

(3)  Blair Merriam is Dori Merriam's nephew through her husband's family.
Includes 200,000 shares that may be acquired through the exercise of options
held by her husband, James Merriam.  Ms. Merriam disclaims beneficial
ownership of any shares of Common Stock beneficially owned by her husband.
See following table.
------------------

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

STOCK REDEMPTION AND EMPLOYMENT TERMINATION AGREEMENT

     For approximately 1 year and 7 months prior to April 1, 1999, the Company
was in the bagel business operating a bagel bakery and delicatessen.  The
Company's board of Directors approved the sale of the Company's inventory and
fixed assets for $120,000 on March 22, 1999.  The Company ceased its business
operations on March 25, 1999, and disposed of the assets subject to the sale
on April 19, 1999.


     On April 1, 1999, all prior management involved in the bagel business of
the Company was terminated pursuant to the Stock Redemption and Employment
Termination Agreement.  This Agreement is summarized as follows:

     The Agreement was between Mark J. Horne and the Company.  Mr. Horne was
at the time the Chief Executive Officer, President and sole Director of the
Company.  Under the Agreement, all Mr. Horne's ownership in the Company
(1,215,000 shares of Common Stock) was redeemed for $121.50.  Mr. Horne also
relinquished all his options for Company stock.  Mr. Horne resigned all his
positions with the Company after appointing Dennis Schlagel as his replacement
in all Mr. Horne's officer positions and as a Director.  Mr. Horne also
received a cash payment of $10,000.  As part of the transaction, the Company
changed its name to Windom, Inc. and conveyed to Mr. Horne the Internet domain
name "Webboat.com . . . and all variations thereof which Mr. Horne has reserved
 . . . ."  The Company received the rights to the domain names "Webbought.com
and Webought.com and all legal rights to the name 'ebot'."

     Mr. Horne and his father, George F. Horne, canceled, relinquished and
forgave all claims to accrued and unpaid compensation and indebtedness
represented by their loans to the Company in the aggregate amount of
$256,438.62.  The Agreement also called for the Company to cancel its
sponsorship agreement with race car driver, Arie Luyendyk, a friend of Mr.
Horne.  The Agreement contains mutual releases by each party of the other, and
the Company indemnifies Mr. Horne for any losses related to the Company's
breach of the Agreement or by reason of his relationship with the Company as
an officer, director or shareholder.

     As a consequence of this Agreement, all of the executive compensation
for the fiscal year ended March 31, 1999, was reversed.

INTERNET ADVISORS GROUP, INC. CONSULTING AGREEMENT

     On April 15, 1999, the Company entered into a 1 year consulting agreement
with Internet Advisors Group, Inc.  Internet Advisors Group, Inc. is wholly
owned and operated by Blair J. Merriam who at the time the Company entered
into the Agreement was and who continues to be a major shareholder of the
Company.  See "Security Ownership of Certain Beneficial Owners and Management"
in Item 11, above.  The Agreement calls for Internet Advisors Group, Inc. to
provide the following services.

     Day to day management of the corporate affairs and business
     Liaison with website management firm
     Public relations advisor
     Planning, design, development, organization, writing and distributing
          the materials and content required to develop and maintain the
          website
     Liaison with attorneys and accountants regarding Filing of this Form
          10-SB
     Hiring and retaining outside consultants, outsource services and other
           service providers

     Internet Advisors Group, Inc. is to be paid $10,000 per month in "cash,
stock, or any combination thereof" for these services.  In April, 2000, all
rights and obligations of Internet Advisors Group, Inc. under the agreement
were assigned to Blair Merriam, its sole shareholder and employee.  In
addition, the agreement was renewed for a period to expire March 31, 2002.
Also in April, 2000, the Company satisfied its $115,000 accrued and unpaid
obligation to Internet Advisors Group, Inc. by issuing it 1,150,000 shares of
Common Stock.

     In fiscal year ended March 31, 2001, Internet Advisors was paid it
$120,000 through the issuance of 1,233,333 shares of Common Stock and $4,000
cash.

     On April 2, 1999, the Company issued 500,000 shares of Common Stock to
Internet Advisors Group, Inc. for consulting services.  The value of these
shares at the date of issuance was $100,000.

ADDITIONAL TRANSACTIONS

     On April 6, 1999, the Company issued 10,000 shares of Common Stock to
Daniel Thornton for consulting services prior to his becoming a director of
the Company.  These shares were valued at $3,128.

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

     The Company has had no filings on Form 8-K.

     The following exhibits are filed as part of the Registration Statement:

EXHIBIT NO.             IDENTIFICATION OF EXHIBIT

2(1)*      Articles of Incorporation and amendments thereto.

2(2)*      By-laws

10(1)*     9/27/97 Option to Beltropic to acquire 180,000 shares of Common
           Stock

10(2)*     9/27/97 Option to Latin Foods, Inc. to acquire 180,000 shares of
           Common Stock

10(3)*     9/27/97 Option to Spika Corporation to acquire 140,000 shares of
           Common Stock

10(4)*     12/30/97 Option to Spika Corporation to acquire 500,000 shares of
           Common Stock

10(5)*     3/10/98 Option to Blair J. Merriam to acquire 200,000 shares of
           Common Stock

10(6)*     3/10/98 Option to James A. Merriam to acquire 200,000 shares of
           Common Stock

10(7)*     3/10/98 Option to Latin Foods, Inc. to acquire 100,000 shares of
           Common Stock

10(8)*     4/2/99 Option to Dennis Schlagel to acquire 500,000 shares of
           Common Stock

10(9)*     4/1/99 Stock Redemption and Employment Termination Agreement

10(10)*    Consulting Agreement Between Web4Boats.com and Internet Advisors
           Group, Inc.

10(12)*    Web4Boats.com/Luvia.com Proposal

10(13)     3/7/2000 Cooperative Marketing and Commerce Agreement with Acacia
           Marine, L.L.C.

10(14)     4/10/2000 Services Agreement with 540 Degrees, Inc. d/b/a/
           Gateway Arts

10(15)     4/12/2000 Website Hosting Agreement with HostproNETlimited

10(16)     4/19/2000 Consulting Agreement with Everything Communicates, LLC

10(17)**   Consulting Agreement between Hector Beltran and Web4Boats.com, Inc.

10(18)***  Consulting Agreement Stock Exposure, Inc. 7/31/2000

10(19)***  Agreement for Landers' Services 9/1/00

10(20)**** Consulting Agreement Gary Bryant 10/11/2000

10(21)**** Consulting Agreement Carlos Jorge DeBaisieux 10/17/2000

10(22)**** Consulting Agreement OTCVision.com, Inc. 11/2/2000

10(23)**** Consulting Agreement 37.9, Inc. 12/14/20000

10(24)*     6/15/2000 Option to Everything Communications to acquire 26,667
		shares of Common Stock

10(25)*     6/15/2000 Option to Gateway Arts to acquire 153,000 shares of
		Common Stock

10(26)*     8/01/2000 Option to Blair Merriam to acquire 500,000 shares of
		Common Stock

10(27)*     8/01/2000 Option to Dennis Schlagel to acquire 1,000,000 shares of
		Common Stock

*     Incorporated by reference to Form 10SB.
**    Incorporated by reference to Form 10Q-SB, 6/30/00.
***   Incorporated by reference to Form 10Q-SB, 9/30/00.
****  Incorporated by reference to Form 10Q-SB, 12/31/00.














                                   SIGNATURES

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

(Registrant)  WEB4BOATS.COM, INC.

By:  /s/ Dennis Schlagel
     -------------------
     Dennis Schlagel, President, Chief Executive Officer Chairman of the Board
of Directors, Treasurer, Secretary

Date:  June 26, 2001

     In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

By:  /s/ Daniel Thornton
     --------------------
     Daniel Thornton, Director

Date:  June 26, 2001