UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB

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(Mark one)

[X]  Annual Report Under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934

For the fiscal year ended: September 30, 2001

[_]  Transition Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

For the transition period from ______________ to _____________

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Commission File Number: 0-11596

                              ExperTelligence, Inc.
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        (Exact name of small business issuer as specified in its charter)

        Nevada                                             95-3506403
-----------------------                               --------------------------
(State of incorporation)                               (IRS Employer ID Number)

                                 83 Stanley Road
                                  UN 1 Box 103
                         RR6 Woodville, Ontario K0M 2T0
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                    (Address of principal executive offices)

                                 (416) 554-6546
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                           (Issuer's telephone number)

                 1616 East Valley Road, Santa Barbara, CA 93108
        -----------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
          since last report)

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

Securities registered under Section 12(g) of the Exchange Act:
                                                Common Stock - $0.0001 par value

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

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

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): Yes [X] No [_]

The  issuer's  revenues  for the  fiscal  year  ended  September  30,  2001 were
$484,000.

The aggregate market value of voting common equity held by  non-affiliates as of
May 15, 2007 was approximately $-0-, as there is no active trading available for
the Registrant's equity securities.

As of May 15,  2007,  there were  20,463,023  shares of Common  Stock issued and
outstanding.

Transitional Small Business Disclosure Format : Yes [_]   No [X]


<PAGE>



                              ExperTelligence, Inc.

                                Index to Contents

                                                                            Page
PART I

ITEM 1     Description of Business                                             4
ITEM 2     Description of Property                                            23
ITEM 3     Legal Proceedings                                                  24
ITEM 4     Submission of Matters to a Vote of Security Holders                24

PART II

ITEM 5     Market for Company's Common Stock and Related Stockholders
              Matters                                                         24
ITEM 6     Management's Discussion and Analysis or Plan of Operation          27
ITEM 7     Financial Statements                                               30
ITEM 8     Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosures                         30
ITEM 8A    Controls and Procedures                                            31

PART III

ITEM 9     Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act               32
ITEM 10    Executive Compensation                                             34
ITEM 11    Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters                                 35
ITEM 12    Certain Relationships and Related Transactions                     35
ITEM 13    Exhibits and Reports on 8-K                                        35
ITEM 14    Principal Accountant Fees and Services                             36

FINANCIALS                                                                   F-1

SIGNATURES                                                                    60




<PAGE>



                  CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.


                                     PART I

ITEM 1 - Description of Business

Background

     ExperTelligence,  Inc.  (Company) was  incorporated  in accordance with the
Laws of the  State of  California  on  March  31,  1980.  The  Company  formerly
developed Internet portal  technology,  published database software products for
the Internet,  and developed and hosted  web/database  and  electronic  commerce
application solutions.

     On June 26,  2006,  the  Company  changed its state of  incorporation  from
California  to  Nevada by means of a merger  with and into a Nevada  corporation
formed  on  November  17,  2005  solely  for  the  purpose  of   effecting   the
reincorporation.  The  Certificate  of  Incorporation  and  Bylaws of the Nevada
corporation  are the  Certificate of  Incorporation  and Bylaws of the surviving
corporation.  Such  Certificate  of  Incorporation  kept the  Company's  name of
ExperTelligence,  Inc. and modified the Company's capital structure to allow for
the issuance of up to 325,000,000 shares of $0.0001 par value common stock.



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     On October 19,  1999,  the  Company  incorporated  3DStockCharts.com,  Inc.
(3DStockCharts)  was a  69%  owned  subsidiary.  3DStockCharts  distributed  its
technology and market data through a financial web portal  specializing  in real
time, interactive, two-dimensional (2D) and three-dimensional (3D) browser-based
displays of buy and sell order activity and trading  volumes for specific stocks
and market indexes.

     On  February  4,  2000,  the  Company  incorporated  ExperClick.com,   Inc.
(ExperClick),  a  Delaware  corporation,  which was a  wholly-owned  subsidiary.
ExperClick focused on the design and operation of an efficient trading system in
which specific advertising and marketing  opportunities are individually matched
with targeted consumers.

     On January 11,  2002,  the Company  began  trading its shares on the NASDAQ
Small Cap Market.

Historical Information

     ExperTelligence,  Inc. was a technology  company involved in developing and
operating Internet  businesses based on the Company's  proprietary  technologies
and ideas. The Company maintained a division to support its consulting  practice
and software products: WebBase and ExperForms.

     The Company ran a database portal at WebData.com.  ExperTelligence  focuses
on businesses  relating to "Internet hubs" and "exchanges"  that create value by
connecting and distributing  information  over the Internet.  The Company formed
and capitalized  the new entities,  recruits  management,  provided space in the
Company's  facilities,   provided  ongoing  strategic  guidance  and  mentoring,
creative design, Web development, accounting, legal and administrative services,
with the goal of preparing each business for independent operation.

     The Company created 3DStockCharts.com and ExperClick.com,  as subsidiaries.
The Company  generated  revenue from its WebBase  division  through software and
consulting  sales. The Company intended to generate cash flow from a combination
of equity  ownership,  operations of its  subsidiaries  and/or  licensing of its
technologies.

     On  October  21,  1999,  the  Company   announced  the   incorporation   of
3DStockCharts.com  as  a  subsidiary  based  on  three  dimensional  proprietary
technology  created  by the  Company.  3DStockCharts.com  was a  pioneering  Web
service,  which provides an integrated  continuous portrayal of stock market buy
and sell orders (limit order books) from the country's largest  ECNs,(Electronic
Communications  Network) in a colorful  3-dimensional  graphic format.  ECNs are
regulated,  all electronic,  stock trading  networks that facilitate  continuous
matching of customer buy and sell limit orders while providing those orders with
direct  electronic access to the national market system.  3DStockCharts.com  had
agreements  with the ECN's:  Island,  Archipelago,  REDIBook,  BRUT and Instinet
Corporation  which,  at the time,  represented 90% of all ECN  transactions,  to
display their limit order books. The Company was a specialized ECN market center
that features  real-time 3D charts of individual  and integrated ECN limit order


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books.  The Company also utilized the streaming data from ECNs to develop useful
trading  tools and  provide  critical  ECN  trading  information  in an easy-to-
interpret format.  3DStockCharts.com  had developed a patent pending  technology
that  capitalized  on  the  dramatic   changes  in  the  markets.   The  Company
successfully deployed the Internet's first real time, three-dimensional chart of
the four largest ECNs' limit order books.  The chart's display was a fascinating
view into the buying and selling  pressures that affect the price of a stock and
provides traders with a unique insight into pricing trends that are not apparent
simply by tracking  the inside  quote.  This  information  had  previously  been
available only to institutional and professional traders.  3DStockCharts.com had
77,000  registered  users who spent an average of 66.78  minutes at the site per
visit.  3DStockCharts.com  showed approximately twelve to fifteen million banner
ads based on up to 50,000 visitors a month. The Company sold a minority interest
in  3DStockCharts.com  to a group  of  private  investors  for  $3,916,690.  The
Company, at that time, owned approximately 69% of 3DStockCharts.com.

     On  January  28,  2003,  the  Company  announced  that it  re-acquired  its
previously sold controlling  interest in  3DStockCharts.com.  On April 30, 2002,
the Company had sold all of its 8 million shares (about 69% of the issued stock)
to an investor from the Midwest. Part of the purchase price was paid in the form
of a promissory note, secured by those shares.  The investor  subsequently opted
to relinquish those shares rather than pay off the note.

     On May 12, 2003, the Company  announced that it has acquired  substantially
all of the assets of  3DStockCharts.com,  Inc.  The Company  paid  approximately
$251,000 for the assets and made  separate  arrangements  with key engineers and
other  staff  members.  The  Company  paid  for  the  assets  by  canceling  the
aforementioned promissory note that it held against 3DStockCharts.

     On April 5, 2000, the Company announced the incorporation of ExperClick.com
in the  state of  Delaware.  ExperClick.com  was a  real-time  advertising  ECN,
similar  in  nature  to the  Wall  Street  Exchange,  but  for  highly  targeted
individual advertising  impressions.  ExperClick.com offered advertisers,  using
all forms of digital  media,  a unique and  innovative  solution for  delivering
targeted  personalized messages at the instant a Web page is accessed. To enable
the delivery of valuable  advertising to an individual  using the Internet,  the
recipient had to be identified and the appropriate message selected. Advertisers
executing  campaigns in real-time can select an audience and buy the media space
needed at a value they determine,  one impression at a time. For the first time,
advertising  results could be monitored with a highly detailed real-time report.
For this  purpose,  ExperClick.com  developed  a  patent  pending  hardware  and
software technology,  which is open, and based on TCP/IP and XML standards.  The
technology  was designed for all forms of digital media.  ExperClick  focused on
the  design and  operation  of an  efficient  trading  system in which  specific
advertising and marketing  opportunities are individually  matched with targeted
consumers.  The Company built the technical team and is worked towards  building
the sales and  marketing  team.  There  were  three  patents  pending on the hub
exchange  technology.  The Company built a unique  hosting  infrastructure  with
then-state of the art fiber optic  connections,  including a contract with Intel
to provide co-location services in Santa Clara, CA.


                                       6
<PAGE>



     WebData.com was an Internet database portal specializing in the cataloging,
searching  and  comparison  of online  content  from web sites  with  databases.
WebData 4D(tm), was a proprietary, patent pending technology that is utilized to
enable  users  to  locate  specific  products  or data.  ExperSearch(tm),  is an
advanced  searching  capability  provided  with  www.WebData.com  that  provided
consolidated   results  from  searching  across  multiple   shopping,   auction,
classified  and database  sites.  ExperSearch  was powered by  Enchilada(tm),  a
patent pending search technology developed by Time0, a business of Perot Systems
Corporation,  that enables the simultaneous search of multiple web sites and the
integration of the results displayed in one location.  WebData.com  consisted of
5,000 high quality cataloged  databases and received  approximately  2000 unique
visitors a day accounting for approximately 700,000 monthly page views. The site
had 251 affiliate relationships with sites that contain databases that also sell
products or services. The site received over 1,500 requests each week from other
sites to include their databases on  WebData.com.  WebData was the first site to
use the ExperClick advertising exchange to deliver its banner advertising.

     WebBase and Experforms were the Company's  software products that accounted
for the majority of the Company's consulting revenue and software sales. WebBase
provided users the tools to develop easy access to database information over the
Internet.  It included full server  capabilities  and could  interface with most
database formats.  WebBase allows existing  databases to be enhanced through the
addition of hypertext links into other Internet  publications.  More information
about    WebBase    could    be    found   on   the    Company's    web    site,
http://www.expertelligence.com and http://www.webbase.com.  ExperForms, based on
WebBase,  automated the creation of forms,  database  connected workflow and web
based business applications. With these tools customers created applications for
help  desks,  auction  websites,   e-commerce,  travel  and  expense  reporting,
calendaring,  purchasing requisitions,  new hire management and human resources.
The Company became a value added reseller of Adobe products.  ExperData.com is a
database  web-  hosting  site for WebBase  focused on hosting the  websites  the
Company  created for its e- commerce  and  business-to-  business  applications.
ExperData.com  had a then-state of the art fiber optic backbone with the ability
to  deliver  high  bandwidth   connections,   quality  support  services,   site
development and database expertise.

     On May 12, 2003,  in a Current  Report on Form 8-K,  the Company  announced
that it would  conduct  an  auction  to sell the  Company's  assets  and use the
proceeds to settle  company debt,  distributing  any remainder to  shareholders.
This action was precipitated by a lack of developmental and operating capital.

     On October 20,  2003,  as  announced  in a Current  Report on Form 8-K, the
Company  confirmed  that it conducted the  previously-noticed  public auction of
Company assets. That auction, held at noon on October 15, 2003, at the Company's
offices,  then located at 614 Chapala Street in Santa Barbara,  California,  the
Company sold:

     -    the WebBase product,  including all related intellectual  property and
          computer  hardware,  software,  and  related  equipment,  license  and
          customer agreements, and operating accounts;


                                       7
<PAGE>



     -    the 3DStockCharts product, including all related intellectual property
          and computer hardware,  software,  and related equipment,  license and
          customer agreements, and operating accounts;
     -    the  Advertising  Commerce  Network  product,  including  all  related
          intellectual  property and computer  hardware,  software,  and related
          equipment, license and customer agreements, and operating accounts;
     -    miscellaneous office furniture and computer equipment.
     -    its interests in any and all third party corporations

     All sales were made to creditors  of the  Company,  and all payment for all
items was made in the form of a reduction of debt. The Company  realized no cash
from the auction.

Current Status

     On December  23, 2003,  as  announced in a Current  Report on Form 8-K, the
Company  issued  15,002,718  shares of the  Company's  unregistered,  restricted
Common  Stock,  representing  approximately  75.0% of the  class,  to Douglas P.
Martin in exchange for a cash payment of fifty thousand dollars  ($50,000).  The
proceeds  of the sale  were  used to  further  reduce  debt  that was  otherwise
uncancelled by the October 15, 2003 auction of the Company's  assets or incurred
subsequent to that date.  The Company relied upon Section 4(2) of The Securities
Act of 1933, as amended,  for an exemption from registration of these shares and
no underwriter was used in this transaction.  The effect of this transaction was
a  change  of  control,   where  Mr.  Martin  now  beneficially   directly  owns
approximately  75.0% of the  issued and  outstanding  voting  securities  of the
Company.

     On October 1, 2004,  the Company  secured a Line of Credit for the purposes
of bringing the  financial  information  with respect to the Company  current so
that it would be in a position to attract an operating company or a new business
operation.  Since that  time,  the  Company,  through  consultants  and it's new
auditor,  has been able to update it's  records and bring it's books and records
current.

     On June 26,  2006,  the  Company  changed its state of  incorporation  from
California  to  Nevada by means of a merger  with and into a Nevada  corporation
formed  on  November  17,  2005  solely  for  the  purpose  of   effecting   the
reincorporation.  The  Certificate  of  Incorporation  and  Bylaws of the Nevada
corporation  are the  Certificate of  Incorporation  and Bylaws of the surviving
corporation.  Such  Certificate  of  Incorporation  kept the  Company's  name of
ExperTelligence,  Inc. and modified the Company's capital structure to allow for
the issuance of up to 325,000,000 shares of $0.0001 par value common stock.

     The Company's equity securities are currently traded on the Pink Sheets and
have irregular trading volumes and pricing.


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     Since the October 15, 2003 auction of the Company's assets, the Company may
be referred to as a reporting shell corporation. Shell corporations have zero or
nominal  assets  and  typically  no stated or  contingent  liabilities.  Private
companies  wishing to become publicly  trading may wish to merge with a shell (a
reverse merger or reverse  acquisition)  whereby the shareholders of the private
company become the majority of the  shareholders  of the combined  company.  The
private  company may purchase for cash all or a portion of the common  shares of
the shell  corporation  from its major  stockholders.  Typically,  the Board and
officers  of the  private  company  become  the new  Board and  officers  of the
combined  Company and often the name of the private  company becomes the name of
the combined entity.

     The Company has very limited  capital,  and it is unlikely that the Company
will be able to take advantage of more than one such business  opportunity.  The
Company intends to seek  opportunities  demonstrating the potential of long-term
growth as opposed to short-term  earnings.  However,  at the present  time,  the
Company has not identified any business opportunity that it plans to pursue, nor
has the Company  reached any  agreement  or  definitive  understanding  with any
person concerning an acquisition.

     It is  anticipated  that the Company's  officers and directors will contact
broker-dealers  and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  that they  represent  have a general
interest in considering a merger or acquisition with a blind pool or blank check
or shell entity. No direct  discussions  regarding the possibility of merger are
expected to occur until after the effective date of this registration statement.
No  assurance  can be given that the Company  will be  successful  in finding or
acquiring a desirable  business  opportunity,  given the limited  funds that are
expected to be available  for  acquisitions.  Furthermore,  no assurance  can be
given  that  any  acquisition,  which  does  occur,  will be on  terms  that are
favorable to the Company or its current stockholders.

     The  Company's  search  will be  directed  toward  small  and  medium-sized
enterprises,  which have a desire to become  public  corporations.  In  addition
these  enterprises  may wish to satisfy,  either  currently or in the reasonably
near future,  the minimum tangible asset  requirement in order to qualify shares
for trading on NASDAQ or on an exchange  such as the  American  Stock  Exchange.
(See  Investigation  and  Selection  of  Business  Opportunities).  The  Company
anticipates that the business  opportunities  presented to it will (I) either be
in the process of formation,  or be recently  organized  with limited  operating
history or a history of losses  attributable  to  under-capitalization  or other
factors; (ii) experiencing financial or operating difficulties; (iii) be in need
of funds to develop new products or services or to expand into a new market,  or
have plans for rapid expansion through acquisition of competing businesses; (iv)
or other  similar  characteristics.  The  Company  intends  to  concentrate  its
acquisition  efforts  on  properties  or  businesses  that  it  believes  to  be
undervalued  or that it believes  may realize a  substantial  benefit from being
publicly  owned.  Given the above  factors,  investors  should  expect  that any
acquisition  candidate may have little or no operating history,  or a history of
losses or low profitability.


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

     As a consequence of this registration of its securities,  any entity, which
has an interest in being  acquired by, or merging into the Company,  is expected
to be an entity that desires to become a public  Company and  establish a public
trading  market  for  its  securities.  In  connection  with  such a  merger  or
acquisition, it is highly likely that an amount of stock constituting control of
the  Company  would  either be issued by the  Company or be  purchased  from the
current  principal  stockholders  of the Company by the acquiring  entity or its
affiliates.  If stock is purchased from the current principal stockholders,  the
transaction  is likely to result in substantial  gains to the current  principal
stockholders  relative to their purchase price for such stock.  In the Company's
judgment, none of the officers and directors would thereby become an underwriter
within the  meaning  of the  Section  2(11) of the  Securities  Act of 1933,  as
amended as long as the transaction is a private transaction rather than a public
distribution  of  securities.  The sale of a  controlling  interest  by  certain
principal  shareholders  of the  Company  would  occur at a time  when  minority
stockholders  are  unable to sell their  shares  because of the lack of a public
market for such shares.

     Depending  upon the nature of the  transaction,  the current  officers  and
directors of the Company may resign their  management  and board  positions with
the Company in connection  with a change of control or acquisition of a business
opportunity (See Form of Acquisition, below, and Risk Factors, The Company, Lack
of Continuity of Management). In the event of such a resignation,  the Company's
current  management  would  thereafter  have no control  over the conduct of the
Company's business.

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

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


                                       10
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general,  permitted by Delaware law to enter into a transaction if: The material
facts as to the relationship or interest of the affiliate and as to the contract
or  transaction  are disclosed or are known to the Board of  Directors,  and the
Board in good faith authorizes, approves or ratifies the contract or transaction
by the  affirmative  vote of a majority  of the  disinterested  directors,  even
though  the  disinterested  directors  constitute  less  than a  quorum;  or the
material facts as to the relationship or interest of the affiliate and as to the
contract or transaction are disclosed or are known to the stockholders  entitled
to vote thereon,  and the contract or  transaction is  specifically  authorized,
approved or ratified in good faith by vote of the stockholders;  or the contract
or  transaction  is  fair as to the  Company  as of the  time it is  authorized,
approved or ratified, by the Board of Directors or the stockholders.

Investigation and Selection of Business Opportunities

     To a large  extent,  a  decision  to  participate  in a  specific  business
opportunity may be made upon  management's  analysis of the quality of the other
Company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived benefit the business  opportunity will derive from becoming a publicly
held entity, and numerous other factors which are difficult,  if not impossible,
to analyze through the application of any objective criteria. In many instances,
it  is  anticipated  that  the  historical  operations  of a  specific  business
opportunity  may not  necessarily  be indicative of the potential for the future
because of a variety of factors,  including,  but not  limited to, the  possible
need  to  expand  substantially,  shift  marketing  approaches,  change  product
emphasis,  change or  substantially  augment  management,  raise capital and the
like.

     It is anticipated that the Company will not be able to diversify,  but will
essentially be limited to the acquisition of one business opportunity because of
the Company's limited financing.  This lack of  diversification  will not permit
the Company to offset  potential  losses from one business  opportunity  against
profits from another,  and should be considered an adverse factor  affecting any
decision to purchase the Company's securities.

     Certain types of business acquisition transactions may be completed without
any   requirement   that  the  Company  first  submit  the  transaction  to  the
stockholders  for  their  approval.  In the event the  proposed  transaction  is
structured in such a fashion that stockholder approval is not required,  holders
of the  Company's  securities  (other  than  principal  stockholders  holding  a
controlling  interest)  should not  anticipate  that they will be provided  with
financial  statements or any other  documentation prior to the completion of the
transaction.   Other  types  of  transactions  require  prior  approval  of  the
stockholders.

     In the  event a  proposed  business  combination  or  business  acquisition
transaction is structured in such a fashion that prior  stockholder  approval is
necessary,  the  Company  will be  required  to  prepare a Proxy or  Information
Statement describing the proposed  transaction,  file it with the Securities and


                                       11
<PAGE>



Exchange  Commission  for  review  and  approval,  and  mail a copy of it to all
Company  stockholders  prior to holding a  stockholders  meeting for purposes of
voting on the  proposal.  Minority  shareholders  that do not vote in favor of a
proposed  transaction  will then have the right, in the event the transaction is
approved  by  the  required  number  of  stockholders,   to  exercise  statutory
dissenter's rights and elect to be paid the fair value of their shares.

     The analysis of business  opportunities  will be undertaken by or under the
supervision  of  the  Company's  officers  and  directors,   none  of  whom  are
professional  business analysts (See Management).  Although there are no current
plans to do so, Company management might hire an outside consultant to assist in
the  investigation  and  selection  of business  opportunities,  and might pay a
finder's fee.  Since Company  management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of business
opportunities,  no policies have been adopted  regarding use of such consultants
or advisors,  the criteria to be used in selecting such consultants or advisors,
the  services to be provided,  the term of service,  or the total amount of fees
that may be paid.  However,  because of the limited resources of the Company, it
is likely that any such fee the Company agrees to pay would be paid in stock and
not in cash.

     Otherwise,   in  analyzing   potential  business   opportunities,   Company
management anticipates that it will consider,  among other things, the following
factors:

o    Potential  for  growth  and  profitability  indicated  by  new  technology,
     anticipated market expansion, or new products;
o    The Company's perception of how any particular business opportunity will be
     received by the investment community and by the Company's stockholders;
o    Whether, following the business combination, the financial condition of the
     business  opportunity would be, or would have a significant prospect in the
     foreseeable future of becoming,  sufficient to enable the securities of the
     Company to qualify for  listing on an  exchange or on a national  automated
     securities quotation system, such as NASDAQ, so as to permit the trading of
     such securities to be exempt from the requirements of Rule 15g-9 adopted by
     the  Securities  and  Exchange  Commission  (See Risk  Factors  The Company
     Regulations of Penny Stocks).
o    Capital requirements and anticipated  availability of required funds, to be
     provided by the Company or from operations,  through the sale of additional
     securities,  through joint ventures or similar arrangements,  or from other
     sources;
o    The extent to which the business opportunity can be advanced;
o    Competitive  position as compared to other  companies  of similar  size and
     experience  within the industry segment as well as within the industry as a
     whole;
o    Strength and diversity of existing management or management  prospects that
     are scheduled for  recruitment;  o The cost of participation by the Company
     as compared to the perceived  tangible and intangible values and potential;
     and
o    The  accessibility  of  required  management  expertise,   personnel,   raw
     materials, services, professional assistance, and other required items.


                                       12
<PAGE>



     In regard to the  possibility  that the shares of the Company would qualify
for listing on NASDAQ, the current standards for initial listing include,  among
other  requirements,  that the Company (1) have net tangible  assets of at least
$4.0 million, or a market  capitalization of $50.0 million, or net income of not
less that $0.75  million in its latest  fiscal  year or in two of the last three
fiscal  years;  (2) have a public float  (i.e.,  shares that are not held by any
officer, director or 10% stockholder) of at least 1.0 million shares; (3) have a
minimum  bid  price  of at  least  $4.00;  (4)  have  at  least  300  round  lot
stockholders (i.e., stockholders who own not less than 100 shares); and (5) have
an operating history of at least one year or have a market  capitalization of at
least $50.0 million.  Many, and perhaps most, of the business opportunities that
might be  potential  candidates  for a  combination  with the Company  would not
satisfy the NASDAQ listing criteria.

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

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

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

     As part of the Company's  investigation,  the Company's  executive officers
and directors may meet personally  with management and key personnel,  may visit
and inspect material facilities,  obtain independent analysis or verification of


                                       13
<PAGE>



certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

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

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

Form of Acquisition

     It is impossible to predict the manner in which the Company may participate
in a business opportunity.  Specific business  opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity  and,  upon the basis of the  review  and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization.  In  addition,  the present  management  and  stockholders  of the
Company  most likely will not have  control of a majority of the voting stock of
the Company following a merger or reorganization  transaction. As part of such a
transaction,  the Company's  existing directors may resign and new directors may
be appointed without any vote by stockholders.

     It is likely that the Company will acquire its  participation in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining


                                       14
<PAGE>



whether or not an acquisition is a so-called "B" tax free  reorganization  under
the Internal  Revenue Code of 1986 as amended,  depends upon the issuance to the
stockholders of the acquired  Company of a controlling  interest  (i.e.,  80% or
more) of the common stock of the combined  entities  immediately  following  the
reorganization.  If a transaction  were  structured  to take  advantage of these
provisions  rather than other a tax free provisions  provided under the Internal
Revenue Code, the Company's current  stockholders  would retain in the aggregate
20% or less of the total  issued and  outstanding  shares.  This could result in
substantial  additional dilution in the equity of those who were stockholders of
the Company prior to such reorganization. Any such issuance of additional shares
might also be done simultaneously with a sale or transfer of shares representing
a  controlling  interest in the Company by the current  officers,  directors and
principal stockholders.

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

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

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


                                       15
<PAGE>



     It is anticipated that the investigation of specific business opportunities
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs incurred in the related investigation would not be recoverable.  Moreover,
because many providers of goods and services require compensation at the time or
soon after the goods and services are provided,  the inability of the Company to
pay until an  indeterminate  future time may make it impossible to produce goods
and services.

Investment Company Act and Other Regulation

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

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

Competition

     The Company expects to encounter substantial  competition in its efforts to
locate attractive  business  combination  opportunities.  The competition may in
part come from business development companies,  venture capital partnerships and
corporations, small investment companies, brokerage firms, and the like. Some of
these  types of  organizations  are likely to be in a better  position  than the
Company to obtain access to attractive  business  acquisition  candidates either
because they have greater experience, resources and managerial capabilities than
the Company,  because they are able to offer immediate access to limited amounts
of cash,  or for a variety of other  reasons.  The Company also will  experience
competition from other public companies with similar business purposes,  some of
which may also have funds available for use by an acquisition candidate.

Employees

     The Company  currently has no employees.  Management of the Company expects
to use  consultants,  attorneys  and  accountants  as  necessary,  and  does not
anticipate a need to engage any full-time employees so long as it is seeking and
evaluating business opportunities. The need for employees and their availability
will be addressed in connection  with the decision  whether or not to acquire or
participate in specific business opportunities.


                                       16
<PAGE>



Risk Factors

     The  Company's  business and plan of operation is subject to numerous  risk
factors, including, but not limited to, the following:

Limited Operating History makes Potential Difficult to Assess

     The Company has had no operating  history nor any revenues or earnings from
operations  since  2003.  All  efforts  from our  inception  through  2003  were
unsuccessful.  The Company  has no assets or  financial  resources.  The Company
will,  in  all  likelihood,  continue  to  sustain  operating  expenses  without
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination.  This  will  most  likely  result in the  Company  incurring  a net
operating loss which will increase continuously until the Company can consummate
a business  combination  with a target  company.  There is no assurance that the
Company  can  identify  such a target  company  and  consummate  such a business
combination.

There is NO Agreement For A Business Combination and NO Minimum Requirements for
a Business Combination

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

NO Assurance of Success or Profitability

     There is no assurance  that the Company  will acquire a favorable  business
opportunity.   Even  if  the  Company  should  become  involved  in  a  business
opportunity, there is no assurance that it will generate revenues or profits, or
that the market  price of the  Company's  outstanding  shares will be  increased
thereby.

Type of Business To Be Acquired

     The  type of  business  to be  acquired  may be one that  desires  to avoid
effecting  its  own  public  offering  and  the  accompanying  expense,  delays,
uncertainties,  and  federal  and state  requirements  which  purport to protect
investors.  Because of the Company's limited capital, it is more likely than not


                                       17
<PAGE>



that any  acquisition  by the Company will involve  other  parties whose primary
interest is the acquisition of control of a publicly  traded Company.  Moreover,
any business opportunity acquired may be currently unprofitable or present other
negative factors.

Lack of Diversification

     Because of the limited  financial  resources  that the  Company  has, it is
unlikely  that  the  Company  will be  able to  diversify  its  acquisitions  or
operations.  The Company's  probable  inability to diversify its activities into
more than one area will  subject the Company to economic  fluctuations  within a
particular business or industry and therefore increase the risks associated with
the Company's operations.

Only ONE Director and Officer

     Because  management  consists of only one person,  while seeking a business
combination,  Jason  Smart,  the  Company's  President,  will be the only person
responsible in conducting the day-to-day  operations of the Company. The Company
does not benefit from multiple  judgments  that a greater number of directors or
officers would provide,  and the Company will rely completely on the judgment of
its one  officer  and  director  when  selecting  a target  company.  Mr.  Smart
anticipates  devoting only a limited amount of time per month to the business of
the Company.  Mr. Smart has not entered into a written employment agreement with
the Company and he is not  expected  to do so. The Company  does not  anticipate
obtaining key man life  insurance on Mr. Smart.  The loss of the services of Mr.
Smart would  adversely  affect  development  of the  Company's  business and its
likelihood of continuing operations.

Dependence Upon Management, Limited Participation of Management

     The Company will be entirely  dependant  upon the experience of its officer
and director in seeking,  investigating,  and acquiring a business and in making
decisions regarding the Company's operations. Because investors will not be able
to evaluate the merits of possible future business  acquisitions by the Company,
they should critically assess the information  concerning the Company's officers
and directors. (See Management.)

Conflicts of Interest

     Certain conflicts of interest exist between the Company and its officer and
director.  He has  other  business  interests  to  which  he  currently  devotes
attention  and is  expected  to  continue  to do so. As a result,  conflicts  of
interest  may arise that can be resolved  only through his exercise of judgement
in a manner which is consistent with his fiduciary  duties to the Company.  (See
Management, Conflicts of Interest.)

     It is anticipated  that the Company's  principal  shareholder  may actively
negotiate or otherwise  consent to the purchase of a portion of his common stock
as a condition  to, or, in  connection  with, a proposed  merger or  acquisition


                                       18
<PAGE>



transaction.  In this process, the Company's principal shareholders may consider
his own  personal  pecuniary  benefit  rather  than the best  interest  of other
Company  shareholders.  Depending  upon the  nature of a  proposed  transaction,
Company  shareholder  other than the principal  shareholders may not be afforded
the opportunity to approve or consent to a particular transaction.

Possible Need For Additional Financing

     The Company has very limited funds,  and such funds, may not be adequate to
take advantage of any available  business  opportunities.  Even if the Company's
currently available funds prove to be sufficient to pay for its operations until
it is able to acquire an interest in, or complete a transaction with, a business
opportunity,  such funds will clearly not be  sufficient to enable it to exploit
the opportunity. Thus, the ultimate success of the Company will depend, in part,
upon its availability to raise additional capital. In the event that the Company
requires modest amounts of additional capital to fund its operations until it is
able to complete a business acquisition or transaction, such funds, are expected
to be  provided  by the  principal  shareholder.  However,  the  Company has not
investigated  the   availability,   source,  or  terms  that  might  govern  the
acquisition of the additional  capital which is expected to be required in order
to exploit a business  opportunity,  and will not do so until it has  determined
the level of need for such  additional  financing.  There is no  assurance  that
additional  capital will be available from any source or, if available,  that it
can be  obtained on terms  acceptable  to the  Company.  If not  available,  the
Company's  operations  will be limited to those  that can be  financed  with its
modest capital.

Dependence Upon Outside Advisors

     To supplement  the business  experience  of its officer and  director,  the
Company may be required to employ  accountants,  technical experts,  appraisers,
attorneys,  or other consultants or advisors. The selection of any such advisors
will be made by the  Company's  officer,  without  any  input  by  shareholders.
Furthermore,  it is anticipated that such persons may be engaged on an as needed
basis without a continuing  fiduciary or other obligation to the Company. In the
event  the  officer  of the  Company  considers  it  necessary  to hire  outside
advisors,  he may elect to hire persons who are affiliates,  if those affiliates
are able to provide the required services.

Regulation of Penny Stocks

     The U. S. Securities and Exchange  Commission (SEC) has adopted a number of
rules to regulate  "penny  stocks."  Because the  securities  of the Company may
constitute  "penny  stocks"  within  the  meaning  of the rules  (as any  equity
security  that  has a market  price  of less  than  $5.00  per  share or with an
exercise  price of less than $5.00 per  share,  largely  traded in the  National
Association  of  Securities  Dealers'  (NASD)  OTC  Bulletin  Board or the "Pink
Sheets",  the  rules  would  apply to the  Company  and to its  securities.  The
Commission has adopted Rule 15g-9 which established sales practice  requirements
for certain low price securities.  Unless the transaction is exempt, it shall be


                                       19
<PAGE>



unlawful  for a broker  or dealer  to sell a penny  stock  to, or to effect  the
purchase of a penny stock by, any person  unless prior to the  transaction:  (i)
the broker or dealer has approved the person's account for transactions in penny
stock  pursuant to this rule and (ii) the broker or dealer has received from the
person a written  agreement to the  transaction  setting  forth the identity and
quantity  of the penny  stock to be  purchased.  In order to  approve a person's
account for  transactions in penny stock,  the broker or dealer must: (a) obtain
from  the  person  information  concerning  the  person's  financial  situation,
investment experience,  and investment objectives; (b) reasonably determine that
transactions  in penny stock are suitable  for that person,  and that the person
has  sufficient  knowledge and  experience in financial  matters that the person
reasonably may be expected to be capable of evaluating the risks of transactions
in penny  stock;  deliver to the person a written  statement  setting  forth the
basis on which the  broker or dealer  made the  determination  (i)  stating in a
highlighted  format  that it is  unlawful  for the  broker or dealer to affect a
transaction  in penny stock unless the broker or dealer has  received,  prior to
the transaction,  a written  agreement to the transaction  from the person;  and
(ii)  stating  in  a  highlighted  format  immediately  preceding  the  customer
signature line that (iii) the broker or dealer is required to provide the person
with the written  statement;  and (iv) the person should not sign and return the
written statement to the broker or dealer if it does not accurately  reflect the
person's financial situation,  investment experience, and investment objectives;
and (c) receive from the person a manually  signed and dated copy of the written
statement.  It is also  required  that  disclosure  be made as to the  risks  of
investing in penny stock and the commissions  payable to the  broker-dealer,  as
well as current price  quotations and the remedies and rights available in cases
of fraud in penny stock  transactions.  Statements,  on a monthly basis, must be
sent to the investor  listing recent prices for the Penny Stock and  information
on  the  limited  market.  Shareholders  should  be  aware  that,  according  to
Securities and Exchange  Commission  Release No. 34-29093,  the market for penny
stocks has  suffered  in recent  years from  patterns  of fraud and abuse.  Such
patterns  include  (i)  control of the market for the  security  by one or a few
broker-dealers   that  are  often  related  to  the  promoter  or  issuer;  (ii)
manipulation of prices through  prearranged  matching of purchases and sales and
false and misleading  press releases;  (iii) "boiler room"  practices  involving
high pressure sales tactics and unrealistic  price  projections by inexperienced
sales persons;  (iv) excessive and undisclosed bid ask  differential and markups
by selling broker-dealers;  and (v) the wholesale dumping of the same securities
by promoters and broker dealers after prices have been  manipulated to a desired
level,  along with the  resulting  inevitable  collapse of those prices and with
consequent investor losses. The Company's management is aware of the abuses that
have occurred historically in the penny stock market.  Although the Company does
not  expect to be in a  position  to dictate  the  behavior  of the market or of
broker-dealers who participate in the market,  management will strive within the
confines of practical  limitations to prevent the described  patterns from being
established with respect to the Company's securities.




                                       20
<PAGE>



There  May  Be  A  Scarcity  of  and/or  Significant  Competition  For  Business
Opportunities and/or Combinations

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

Reporting Requirements May Delay or Preclude Acquisition

     Pursuant to the requirements of Section 13 of the Exchange Act, the Company
is  required  to provide  certain  information  about  significant  acquisitions
including  audited financial  statements of the acquired company.  These audited
financial  statements  must be furnished  within 4 days  following the effective
date of a business  combination.  Obtaining audited financial statements are the
economic  responsibility  of the target  company.  The additional time and costs
that  may be  incurred  by some  potential  target  companies  to  prepare  such
financial   statements  may   significantly   delay  or   essentially   preclude
consummation of an otherwise desirable  acquisition by the Company.  Acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may not be  appropriate  for  acquisition  so long as the  reporting
requirements  of the Exchange Act are applicable.  When a non-reporting  company
becomes the successor of a reporting company by merger, consolidation,  exchange
of securities,  and acquisition of assets or otherwise, the successor company is
required to provide in a Current Report on Form 8-K the same kind of information
that  would  appear in a  Registration  Statement  or an  Annual  Report on Form
10-KSB,  including  audited and pro forma financial  statements.  The Commission
treats  these  Form  8-K  filings  in the same way it  treats  the  Registration
Statements on Form 10-SB filings.  The Commission subjects them to its standards
of review selection,  and the Commission may issue  substantive  comments on the
sufficiency  of the  disclosures  represented.  If  the  Company  enters  into a
business combination with a non-reporting  company,  such non-reporting  company
will not receive  reporting  status until the Commission has determined  that it
will not review the 8-K filing or all of the  comments  have been cleared by the
Commission.

Lack of Market Research or Marketing Organization

     The Company has neither  conducted,  nor have others made  available to it,
market research indicating that demand exists for the transactions  contemplated
by the  Company.  In the  event  demand  exists  for a  transaction  of the type
contemplated  by  the  Company,  there  is no  assurance  the  Company  will  be
successful in completing any such business combination.


                                       21
<PAGE>



Probable Change in Control of The Company and/or Management

     In conjunction with completion of a business acquisition, it is anticipated
that the Company will issue an amount of the Company's  authorized  but unissued
common stock that represents the greater majority of the voting power and equity
of the Company,  which will,  in all  likelihood,  result in  shareholders  of a
target company obtaining a controlling  interest in the Company.  As a condition
of the business  combination  agreement,  the current shareholder of the Company
may agree to sell or transfer all or a portion of the Company's  common stock he
owns so to  provide  the  target  company  with  all or  majority  control.  The
resulting  change in control of the Company will likely result in removal of the
present officer and director of the Company and a corresponding  reduction in or
elimination of his participation in the future affairs of the Company.

Possible Dilution of Value of Shares Upon Business Combination

     A business  combination normally will involve the issuance of a significant
number of additional shares.  Depending upon the value of the assets acquired in
such business combination, the per share value of the Company's common stock may
increase or decrease, perhaps significantly.

Limited or No Public Market Exists

     There is currently a limited public market for the Company's  common stock,
via the "Pink  Sheets" and no assurance  can be given that a market will develop
or that a  shareholder  ever will be able to liquidate  his  investment  without
considerable  delay,  if at all. If a market  should  develop,  the price may be
highly volatile.  Factors such as those discussed in this "Risk Factors" section
may have a significant  impact upon the market price of the  securities  offered
hereby.  Owing to the low price of the securities,  many brokerage firms may not
be willing to effect transactions in the securities. Even if a purchaser finds a
broker willing to effect a transaction in theses securities,  the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the sales proceeds.

Registration of Shares is Required

     It is the SEC's position that securities issued by a "shell" company cannot
be sold under the exemption from  registration  provided by Rule 144 promulgated
under the Securities Act of 1933 (the "Act"),  but must be registered  under the
Securities  Act of 1933.  Any  other  securities  issued to  individuals  in the
capacity of management,  affiliates,  control persons and promoters will also be
registered  with the SEC prior to resale  and shall be issued  with  appropriate
restricted  legend to reflect the  registration  requirements.  The Company will
make  appropriate  provisions  under the  Securities Act of 1933 to register the
Company's shares for resale."



                                       22
<PAGE>



Blue Sky Consideration

     Because the securities  registered  hereunder have not been  registered for
resale  under the Blue Sky laws of any state,  the  holders  of such  shares and
persons who desire to purchase them in any trading  market that might develop in
the future,  should be aware,  that there may be significant  state Blue Sky law
restrictions  upon  the  ability  of  investors  to sell the  securities  and of
purchasers to purchase the securities.  Accordingly,  investors  should consider
the secondary market for the Company's securities to be a limited one.

Additional Risks Doing Business in a Foreign Country

     The Company may  effectuate  a business  combination  with a merger  target
whose business  operations or even  headquarters,  place of formation or primary
place of business  are located  outside  the United  States of America.  In such
event,  the Company may face the significant  additional  risks  associated with
doing business in that country. In addition to the language barriers,  different
presentations of financial information,  different business practices, and other
cultural  differences and barriers that may make it difficult to evaluate such a
merger target,  ongoing business risks result from the  international  political
situation,  uncertain legal systems and applications of law,  prejudice  against
foreigners,   corrupt  practices,  uncertain  economic  policies  and  potential
political and economic  instability  that may be exacerbated in various  foreign
countries.

Taxation

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


ITEM 2 - Description of Property

     The Company currently maintains a mailing address at 83 Stanley Road, UN 1,
Box 103, RR6, Woodville, Ontario K0M 2T0, Canada. The Company's telephone number
there is (416) 554-6546.  Other than this mailing address,  the Company does not
currently maintain any other office facilities, and does not anticipate the need
for maintaining  office  facilities at any time in the foreseeable  future.  The
Company  pays no rent or other fees for the use of the mailing  address as these
offices  are used  virtually  full-time  by other  businesses  of the  Company's
President.


                                       23
<PAGE>



     It is likely that the Company  will not  establish  an office  until it has
completed a business acquisition transaction,  but it is not possible to predict
what   arrangements  will  actually  be  made  with  respect  to  future  office
facilities.


ITEM 3 - Legal Proceedings

     The Company is not a party to any pending  legal  proceedings,  and no such
proceedings are known to be contemplated.


ITEM 4 - Submission of Matters to a Vote of Security Holders

     The Company has not  conducted  any  meetings  of  shareholders  during the
preceding quarter or periods subsequent thereto.



                                     PART II


ITEM 5 - Market for Company's Common Stock and Related Stockholder Matters

Market for Trading

     The Company's  equity  securities  trade under the symbol  "EXGP.PK" on the
"Pink Sheets" as maintained by Pink Sheets,  LLC. The Company's  quotations  are
irregular and infrequent.

     In prior  periods,  the  Company's  common stock was traded in the National
Association  of  Securities  Dealers  (NASD)  Small Cap Market under the trading
symbol "EXGP".

     The following  table sets forth the high and low closing bid prices for the
periods indicated:

                                              High              Low
                                             ------           ------
Year ended September 30, 2000
   1st Quarter                               $ 9.50           $ 3.31
   2nd Quarter                                22.75             3.25
   3rd Quarter                                15.25             5.25
   4th Quarter                                12.69             3.50

Year ended September 30, 2001
   1st Quarter                               $ 9.87           $ 2.75
   2nd Quarter                                 6.00             2.12
   3rd Quarter                                 3.20             1.64
   4th Quarter                                 1.80             0.35


                                       24
<PAGE>



                                              High              Low
                                             ------           ------
Year ended September 30, 2002
   1st Quarter                               $ 0.55           $ 0.16
   2nd Quarter                                 0.42             0.08
   3rd Quarter                                 3.65             0.07
   4th Quarter                                 0.23             0.07

Year ended September 30, 2003
   1st Quarter                               $ 0.35           $ 0.06
   2nd Quarter                                 0.20             0.06
   3rd Quarter                                 0.55             0.08
   4th Quarter                                 0.35             0.15

Year ended September 30, 2004
   1st Quarter                               $ 0.21           $ 0.006
   2nd Quarter                                 0.10             0.006
   3rd Quarter                                 0.025            0.010
   4th Quarter                                 0.008            0.008

Year ended September 30, 2005
   1st Quarter                               $ 0.008          $ 0.006
   2nd Quarter                                 0.020            0.009
   3rd Quarter                                 0.080            0.020
   4th Quarter                                 0.040            0.010

Year ended September 30, 2006
   1st Quarter                               $ 0.025          $ 0.015
   2nd Quarter                                 0.015            0.015
   3rd Quarter                                 0.015            0.015
   4th Quarter                                 0.070            0.015

     These quotations are inter-dealer prices without retail markup, markdown or
commissions, and may not necessarily represent actual transactions.

     As of May 15, 2007, there were  approximately 896 shareholders of record of
the Company's common stock

Transfer Agent

     Our independent stock transfer agent is Computershare Trust Company,  Inc.,
located in Golden,  Colorado.  Their mailing address and telephone number is: at
350 Indiana Street,  Suite 800, Golden,  Colorado 80401; (303) 262-0600 (voice);
(303) 262-0700 (fax).






                                       25
<PAGE>



Reports to Stockholders

     The Company  plans to furnish its  stockholders  with an annual  report for
each fiscal year ending September 30 containing  financial statements audited by
its independent  certified public  accountants.  In the event the Company enters
into a business combination with another Company, it is the present intention of
management to continue furnishing annual reports to stockholders.  Additionally,
the Company  may, in its sole  discretion,  issue  unaudited  quarterly or other
interim  reports to its  stockholders  when it deems  appropriate.  The  Company
intends to maintain  compliance with the periodic reporting  requirements of the
Securities Exchange Act of 1934.

Dividend policy

     No dividends  have been paid to date and the  Company's  Board of Directors
does not  anticipate  paying  dividends  in the  foreseeable  future.  It is the
current  policy of the Company's  Board of Directors to retain all earnings,  if
any, to support future growth and expansion.

Recent issuances of Unregistered Securities

     On March 21, 2003,  the Company  announced that it has purchased a $251,000
promissory   note   and   related   warrants   from  a   private   investor   in
3DStockCharts.com,  a company in which  ExperTelligence  held an approximate 69%
ownership interest.  The note was purchased with 260,509 shares of the Company's
restricted,  unregistered  common stock.  This  transaction made the Company the
largest shareholder and the largest creditor of 3DStockCharts.

     In  October  2003 the  Company  issued a total of  2,524,485  shares of its
restricted  common  stock  to  various  creditors  of  the  Company  to  satisfy
indebtedness  of the Company  remaining  after the  October 15, 2003  auction at
which time  indebtedness  of the Company was  satisfied  with the  exception  of
foregoing, and a remaining balance of indebtedness of $50,000.

     On December  23, 2003,  as  announced in a Current  Report on Form 8-K, the
Company  issued  15,002,718  shares of the  Company's  unregistered,  restricted
Common  Stock,  representing  approximately  75.0% of the  class,  to Douglas P.
Martin in exchange for a cash payment of fifty thousand dollars  ($50,000).  The
proceeds  of the sale  were  used to  further  reduce  debt  that was  otherwise
uncancelled by the October 15, 2003 auction of the Company's  assets or incurred
subsequent to that date.  The Company relied upon Section 4(2) of The Securities
Act of 1933, as amended,  for an exemption from registration of these shares and
no underwriter was used in this transaction.  The effect of this transaction was
a  change  of  control,   where  Mr.  Martin  now  beneficially   directly  owns
approximately  75.0% of the  issued and  outstanding  voting  securities  of the
Company.



                                       26
<PAGE>



ITEM 6 - Management's Discussion and Analysis or Plan of Operation

Results of Operations

The Company has had no operations or significant assets since October 15, 2003.

     For the year  ended  September  30,  2001 and 2000,  the  Company  realized
consolidated net revenues of approximately $484,000 and $420,000, respectively.

     In conjunction with the recognition of the above net revenues,  the Company
experienced costs of providing services of approximately  $133,000 and $284,000,
respectively.

     A major  component of the ultimate  demise of the Company's  operations was
the recognition of research and development costs of approximately  $108,000 and
$480,000, respectively; selling and marketing expenses of approximately $371,000
and $449,000, respectively; and corporate general and administrative expenses of
approximately  $2,577,000 and  $2,586,000,  respectively,  for each of the years
ended September 30, 2001 and 2000.

     The Company  does not expect to generate  any  meaningful  revenue or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company completes a business combination  transaction with an
operating entity.

     It is the belief of management and significant stockholders that sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

     The Company's need for working capital may change  dramatically as a result
of  any  business  acquisition  or  combination  transaction.  There  can  be no
assurance that the Company will identify any such business,  product, technology
or company  suitable for  acquisition  in the future.  Further,  there can be no
assurance that the Company would be successful in  consummating  any acquisition
on favorable  terms or that it will be able to  profitably  manage the business,
product, technology or company it acquires.

Plan of Business

General

     The Company intends to locate and combine with an existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does


                                       27
<PAGE>



not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

     Pending  negotiation  and  consummation  of  a  combination,   the  Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as are incurred.

     If the Company's  management pursues one or more combination  opportunities
beyond  the  preliminary   negotiations   stage  and  those   negotiations   are
subsequently  terminated,  it is foreseeable  that such efforts will exhaust the
Company's ability to continue to seek such combination  opportunities before any
successful  combination can be consummated.  In that event, the Company's common
stock will become  worthless  and  holders of the  Company's  common  stock will
receive a nominal  distribution,  if any,  upon the  Company's  liquidation  and
dissolution.

Combination Suitability Standards

     In its pursuit for a combination  partner, the Company's management intends
to consider only combination candidates which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the



                                       28
<PAGE>



knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     1)   will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     2)   will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     3)   will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

     The Company's  officers and  directors  will make these  determinations  by
asking  pertinent  questions  of  the  management  of  prospective   combination
candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings.  However, the officers and directors of
the  Company  will  not  generally  take  other  steps to  verify  independently
information  obtained in this manner which is favorable.  Unless something comes
to their  attention  which  puts them on notice of a  possible  disqualification
which is being  concealed  from  them,  such  persons  will rely on  information
received from the management of the prospective  combination  candidate and from
others who may be involved in the combination proceedings.

Liquidity and Capital Resources

     It is the belief of management and significant stockholders that sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

     The Company has no current plans, proposals, arrangements or understandings
with  respect to the sale or  issuance  of  additional  securities  prior to the
location  of a merger or  acquisition  candidate.  Accordingly,  there can be no
assurance that sufficient  funds will be available to the Company to allow it to
cover the expenses related to such activities.


                                       29
<PAGE>



The Company does not currently contemplate making a Regulation S offering.

     Regardless of whether the  Company's  cash assets prove to be inadequate to
meet the  Company's  operational  needs,  the Company  might seek to  compensate
providers of services by issuances of stock in lieu of cash. For  information as
to the  Company's  policy in regard to  payment  for  consulting  services,  see
Certain Relationships and Transactions.


ITEM 7 - Index to Financial Statements

     The  required  financial  statements  begin  on page F-1 at the end of this
document.


ITEM 8 - Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosures

     The Company has not had it's  financial  statements  audited since the year
ended September 30, 2000.

     Effective February 6, 2001, as previously  disclosed in a Current Report on
Form 8-K,  the  Company  retained  the  accounting  firm of  Farber & Hass,  LLP
(Farber) as its  auditors for the 2001 fiscal year (year  ending  September  30,
2001).  We retained Farber as our certified  public  accountants to assist us in
dealing  with the  increasingly  complex  accounting  issues that arise from the
growth that we have  experienced  during the year  ending  September  30,  2001.
Farber is a recognized accounting firm with significant experience and expertise
in representing  publicly traded companies and dealing with the SEC auditing and
compliance issues.

     During  the two most  recent  fiscal  years  and  through  the date of this
Report, the Company has not consulted with Farber regarding either:

     1.   the application of accounting principles to any specified transaction,
          either completed or proposed,  or the type of audit opinion that might
          be  rendered  on the  Company's  financial  statements,  and neither a
          written  report  was  provided  to the  Company  nor oral  advice  was
          provided that Farber concluded was an important  factor  considered by
          the Company in reaching a decision as to the  accounting,  auditing or
          financial reporting issue; or

     2.   any  matter  that was  either  subject of  disagreement  or event,  as
          defined in Item  304(a)(1)(iv)(A)  of  Regulation  S-B and the related
          instruction to Item 304 of Regulation  S-B, or a reportable  event, as
          that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.

     McGowan  Guntermann  (McGowan) had been our  independent  certified  public
accountant  from 1992 through the year ended September 30, 2000. No accountant's
report on the financial  statements issued by McGowan for either of the past two


                                       30
<PAGE>



(2) years  contained  an  adverse  opinion  or a  disclaimer  of  opinion or was
qualified or modified as to uncertainty,  audit scope or accounting  principles,
except  for a going  concern  opinion  expressing  substantial  doubt  about the
ability of the Company to continue as a going concern.  During the Company's two
most recent fiscal years (ended September 30, 2000 and 1999) and from October 1,
2000 to the date of this Report, there were no disagreements with McGowan on any
matter of accounting principles or practices,  financial disclosure, or auditing
scope or  procedure.  There were no  reportable  events,  as  described  in Item
304(a)(1)(iv)(B)  of Regulation S-B, during the Company's two most recent fiscal
years (ended  September  30, 2000 and 1999) and from October 1, 2000 to the date
of this Report.

     Due to the lack of working  capital,  the Company  never  engaged  Farber &
Hass, LLP to perform any services subsequent to their appointment.

     In December 2004, as a result of the 2003 change in control of the Company,
the Company's Board of Directors and Senior Management authorized the engagement
of Lawrence Scharfman & Co., CPA, P. A. (Scharfman) of Boynton Beach, Florida as
the Company's  new  independent  auditor and to perform  audits of the Company's
financial  statements for the years ended September 30, 2000,  2001, 2002, 2003,
2004, 2005 and 2006.

     During  the two most  recent  fiscal  years  and  through  the date of this
Report, the Company has not consulted with Scharfman regarding either:

     1.   the application of accounting principles to any specified transaction,
          either completed or proposed,  or the type of audit opinion that might
          be  rendered  on the  Company's  financial  statements,  and neither a
          written  report  was  provided  to the  Company  nor oral  advice  was
          provided that Scharfman  concluded was an important factor  considered
          by the Company in reaching a decision as to the  accounting,  auditing
          or financial reporting issue; or

     2.   any  matter  that was  either  subject of  disagreement  or event,  as
          defined in Item  304(a)(1)(iv)(A)  of  Regulation  S-B and the related
          instruction to Item 304 of Regulation  S-B, or a reportable  event, as
          that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.


ITEM 8A - Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

     Under  the  supervision  and  with  the  participation  of our  management,
including our principal  executive officer and principal  financial officer,  we
conducted an evaluation of our disclosure controls and procedures,  as such term
is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of
1934,  as amended  (Exchange  Act),  as of  September  30,  2001.  Based on this


                                       31
<PAGE>



evaluation,  our principal  executive  officer and principal  financial  officer
concluded that our disclosure  controls and procedures are effective in alerting
them on a timely basis to material  information relating to our Company required
to be included in our reports filed or submitted under the Exchange Act.

(b)  Changes in Internal Controls

     There were no significant changes (including corrective actions with regard
to significant  deficiencies  or material  weaknesses) in our internal  controls
over financial  reporting that occurred during the fourth quarter of Fiscal 2001
that has materially affected,  or is reasonably likely to materially affect, our
internal control over financial reporting.



                                    PART III


ITEM 9 -  Directors,   Executive  Officers,   Promoters  and  Control  Persons;
          Compliance with Section 16(a) of the Exchange Act

     The directors and executive officers serving the Company are as follows:

 Name                    Age           Position Held and Tenure
---------------         -----          ------------------------------------
Jason Smart               27           President, Chief Executive Officer
                                       Chief Financial Officer and Director

     The  director  named above will serve until the next annual  meeting of the
Company's  stockholders  or until  their  successors  are duly  elected and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently
exists or is contemplated.  There is no arrangement or understanding between any
of the  directors  or officers of the Company and any other  person  pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement,  plan or understanding as to whether non-management
shareholders  will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements,  agreements or
understandings  between   non-management   shareholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.

     The directors and officers will devote their time to the Company's  affairs
on an as needed basis, which, depending on the circumstances, could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely encompass less than four (4) hours per month.  There are no agreements or
understandings  for any  officer or director to resign at the request of another
person,  and none of the officers or directors  are acting on behalf of, or will
act at the direction of, any other person.


                                       32
<PAGE>



Biographical Information

     Jason  Smart  -  born  March  30,  1980  -  owns  and  operates   Strategic
Consultants, Inc., a market research company, based in Ontario Canada. Mr. Smart
has owned and  operated  this  company  since  early 2000.  Through  Mr.  Smart,
Strategic  Consultants,   Inc.,  provides  advertising  assessment  studies  for
companies  and  products.  The  studies  include  focus on product  and  service
awareness  and  satisfaction,  competitive  analysis  of product  and  services,
consumer  analysis  of product and  services,  specific  customer  satisfaction,
imaging and  positioning of products and services,  pricing  analysis of product
and services and service  quality and  product/service  development,  as well as
real estate projections.

     No director or officer of the Company has been  convicted  in any  criminal
proceeding  (excluding  traffic  violations)  or is the  subject  of a  criminal
proceeding which is currently proceeding.  No director or officer of the Company
is the subject of any legal proceeding  involving the Company or the performance
of his duties as such director or officer.

Compliance with Section 16(a) of the Exchange Act

     Section  16(a)  of the  Exchange  Act  requires  the  Company's  directors,
executive  officers  and persons  who own more than ten percent of a  registered
class of the  Company's  equity  securities  ("10%  holders"),  to file with the
Securities  and Exchange  Commission  (SEC)  initial  reports of  ownership  and
reports of changes in ownership of Common Stock and other equity  securities  of
the Company.

     Directors,  officers  and 10% holders are  required  by SEC  regulation  to
furnish the Company with copies of all of the Section  16(a)  reports they file.
Based  solely  on a  review  of  reports  furnished  to he  Company  or  written
representations  from the Company's  directors and executive officers during the
fiscal year ended  December  31,  2005,  no Section  16(a)  filing  requirements
applicable  to its  directors,  officers  and 10%  holders  for such  year  were
complied with.

Conflicts of Interest

     None of the officers of the Company  will devote more than a small  portion
of their respective time to the affairs of the Company.  There will be occasions
when the time  requirements of the Company's  business conflict with the demands
of the officers'  other business and investment  activities.  Such conflicts may
require that the Company  attempt to employ  additional  personnel.  There is no
assurance  that the  services of such persons will be available or that they can
be obtained upon terms favorable to the Company.

     The  officers,  directors  and  principal  shareholders  of the Company may
actively  negotiate  for the  purchase of a portion of their  common  stock as a
condition  to,  or  in  connection   with,  a  proposed  merger  or  acquisition


                                       33
<PAGE>



transaction.  It is  anticipated  that a substantial  premium may be paid by the
purchaser  in  conjunction  with any sale of shares by the  Company's  officers,
directors  and principal  shareholders  made as a condition to, or in connection
with, a proposed merger or acquisition transaction.  The fact that a substantial
premium may be paid to members of Company  management  to acquire  their  shares
creates a conflict  of  interest  for them and may  compromise  their  state law
fiduciary duties to the Company's other  shareholders.  In making any such sale,
members of Company  management may consider their own personal pecuniary benefit
rather  than  the  best  interests  of  the  Company  and  the  Company's  other
shareholders,  and the other  shareholders  are not  expected to be afforded the
opportunity  to  approve  or  consent  to  any  particular  buy-out  transaction
involving shares held by members of Company management.

     The Company has adopted a policy under which any  consulting or finders fee
that may be paid to a third party for consulting  services to assist  management
in evaluating a prospective  business  opportunity would be paid in stock rather
than in cash.  Any such  issuance  of  stock  would be made on an ad hoc  basis.
Accordingly,  the Company is unable to predict whether,  or in what amount, such
stock issuance might be made.

     It is not currently anticipated that any salary, consulting fee, or finders
fee shall be paid to any of the Company's directors or executive officers, or to
any  other  affiliate  of  the  Company  except  as  described  under  Executive
Compensation above.

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


ITEM 10 - Executive Compensation

     Since the change in control in  December  2003,  management  of the Company
requires less than four (4) hours per calendar quarter.  Accordingly, no officer
or director has received any  compensation  from the Company.  Until the Company
acquires  additional capital, it is not anticipated that any officer or director
will  receive  compensation  from  the  Company  other  than  reimbursement  for
out-of-pocket   expenses  incurred  on  behalf  of  the  Company.   See  Certain
Relationships and Related Transactions.


                                       34
<PAGE>



     The Company currently has no active stock option,  retirement,  pension, or
profit-sharing  programs  open for the benefit of  directors,  officers or other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.


ITEM 11 - Security Ownership of Certain Beneficial Owners and Management

     The  following  table  sets  forth,  as of the  date of  this  Registration
Statement, the number of shares of Common Stock owned of record and beneficially
by  executive  officers,  directors  and  persons  who  hold  5% or  more of the
outstanding  Common Stock of the Company.  Also  included are the shares held by
all executive officers and directors as a group.

                                                           % of Class
     Name and address                Number of Shares   Beneficially Owned
--------------------------------     ----------------   ------------------
Douglas P. Martin                     15,002,718             75.0%
26 King Street
St. Patome, Quebec G0L 3X0
Canada

Executive Officers and Directors
as a group (three persons)            15,002,718             75.0%
--------------

ITEM 12 - Certain Relationships and Related Transactions

     The Company currently maintains a mailing address at 83 Stanley Road, UN 1,
Box 103, RR6, Woodville, Ontario K0M 2T0, Canada. The Company's telephone number
there is (416) 554-6546.  Other than this mailing address,  the Company does not
currently maintain any other office facilities, and does not anticipate the need
for maintaining  office  facilities at any time in the foreseeable  future.  The
Company  pays no rent or other fees for the use of the mailing  address as these
offices  are used  virtually  full-time  by other  businesses  of the  Company's
President.


ITEM 13 - Exhibits and Reports on Form 8-K

     (a) The following  sets forth those  exhibits filed pursuant to Item 601 of
Regulation S-K:

Exhibit
number      Descriptions
--------  -----------------------

31.1      Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1      Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
------------
*    Filed herewith.

     (b) The following  sets forth the  Company's  reports on Form 8-K that have
been filed during the quarter for which this report is filed:

     None



                                       35
<PAGE>



ITEM 14 - Principal Accountant Fees and Services

                                        Year ended        Year ended
                                       September 30,    September 30,
                                           2001               2000
                                       -------------    -------------
1.   Audit fees                        $           -    $           -
2.   Audit-related fees                            -                -
3.   Tax fees                                      -                -
4.   All other fees                                -                -
                                       -------------    -------------
   Totals                              $           -    $           -
                                       =============    =============

     The  Company has not  designated  a formal  audit  committee.  However,  as
defined in Sarbanes-Oxley Act of 2002, the entire Board of Directors (Board), in
the absence of a formally appointed committee, is, by definition,  the Company's
audit committee.

     In  discharging  its  oversight  responsibility  as to the  audit  process,
commencing  with the  engagement  of Lawrence  Scharfman & Co.,  CPA, P. C., the
Board  obtained  from  the  independent  auditors  a  formal  written  statement
describing  all  relationships  between the  auditors and the Company that might
bear on the auditors'  independence as required by Independence  Standards Board
Standard No. 1,  "Independence  Discussions  with Audit  Committees."  The Board
discussed with the auditors any relationships  that may impact their objectivity
and independence,  including fees for non- audit services,  and satisfied itself
as to the auditors' independence.

     The Board discussed and reviewed with the independent  auditors all matters
required to be discussed by auditing standards  generally accepted in the United
States of America,  including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees".

     The Board  reviewed the audited  financial  statements of the Company as of
and for the years  ended  September  30, 2001 and 2000 with  management  and the
independent  auditors.  Management has the sole ultimate  responsibility for the
preparation of the Company's financial  statements and the independent  auditors
have the responsibility for their examination of those statements.

     Based on the  above-mentioned  review and discussions  with the independent
auditors and management,  the Board of Directors  approved the Company's audited
financial  statements and recommended that they be included in its Annual Report
on Form  10-KSB for the year ended  September  30, 2001 and 2000 for filing with
the Securities and Exchange Commission.

     The Company's  principal  accountant,  Lawrence Scharfman & Co., CPA, P. C.
did not engage any other persons or firms other than the principal  accountant's
full-time, permanent employees.


              (Financial statements follow, beginning on Page F-1)


                                       36
<PAGE>



                              ExperTelligence, Inc.

                                    CONTENTS


                                                                          Page

Report of Independent Certified Public Accountants                         F-2

Financial Statements
   Consolidated Balance Sheets as of September 30, 2001 and 2000           F-3

   Consolidated Statements of Operations and Comprehensive Loss
     for the years ended September 30, 2001 and 2000                       F-4

   Consolidated Statement of Changes in Shareholders' Equity
     for the years ended September 30, 2001 and 2000                       F-5

   Consolidated Statements of Cash Flows
     for the years ended September 30, 2001 and 2000                       F-6

   Notes to Consolidated Financial Statements                              F-7





                                      F-1
<PAGE>



                   Letterhead of Lawrence Scharfman, CPA, P.A.

        Report of Registered Independent Certified Public Accounting Firm


Board of Directors and Stockholders
ExperTelligence, Inc.

We have audited the accompanying consolidated balance sheets of ExperTelligence,
Inc. (a Nevada  corporation)  as of September  30, 2001 and 2000 and the related
consolidated  statements  of  operations  and  comprehensive  loss,  changes  in
stockholders'  equity and cash flows for each of the two years  ended  September
30, 2001 and 2000, respectively. These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audits included consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
ExperTelligence, Inc. as of September 30, 2001 and 2000 and the results of their
consolidated  operations and  consolidated  cash flows for each of the two years
ended September 30, 2001 and 2000,  respectively,  in conformity with accounting
principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in the Notes to
the consolidated  financial  statements,  circumstances create substantial doubt
about the Company's  ability to continue as a going  concern.  The  consolidated
financial  statements do not contain any adjustments  that might result from the
outcome of these uncertainties.

                                               /s/ Lawrence Scharfman, CPA, P.A.
                                               ---------------------------------
                                                   Lawrence Scharfman, CPA, P.A.

Boynton Beach, FL
May 15, 2007


                                       F-2
<PAGE>


                           CONSOLIDATED BALANCE SHEETS
                           September 30, 2001 and 2000

                                                    2001         2000
                                                -----------   -----------
                ASSETS
CURRENT ASSETS
Cash Non-interest bearing                       $    43,261   $    48,499
Interest                                            130,607     3,628,475
                                                -----------   -----------
Total Cash                                          173,868     3,676,974

Accounts receivable -
 net of allowance of -0- for 2001 and 2000           96,684       123,248
Inventory                                            18,299        18,299
Prepaid expenses                                     26,273        65,322
Prepaid royalties                                         -             -
Deferred tax assets (Note 1L and 8)                 146,000       146,000
                                                -----------   -----------
  Total Current Assets                              461,124     4,029,843
                                                -----------   -----------
PROPERTY AND EQUIPMENT - net (Note 1K and 2)        466,586       673,335

OTHER ASSETS
Product development costs, net (Note 1F)          1,707,931       722,220
  Deferred tax assets (Note                         720,000       720,000
  Patent costs, net of amortization (Note 1E)        33,364        17,661
  Investments                                             -             -
  Total Other Asset                               2,461,625     1,459,881
                                                -----------   -----------
  TOTAL ASSETS                                  $ 3,389,335   $ 6,163,059
                                                ===========   ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
 CURRENT LIABILITIES
  Accounts payable                              $   101,670       111,823
  Accrued liabilities                                23,137        26,291
  Accrued vacation                                   11,683        89,850
                                                -----------   -----------
    Current Liabilities                             136,490       227,964
                                                -----------   -----------
MINORITY INTEREST IN SUBSIDIARY                   2,985,513     3,348,403
                                                -----------   -----------
SHAREHOLDERS' EQUITY (Notes 3, 4, 5, 6 and 7):
 Preferred stock - no par value, authorized
 1,000,000 shares; Issued and outstanding -0-
 shares for 2000 and 159,244 shares for 1999
 (liquidation preference is $3 per share, see
 Note 3)                                                  -             -
 Common stock - no par value, authorized
 20,000,000 shares; issued and outstanding
 2,343,140 for 2001 and 2,343,140 shares for
 2000                                             8,735,355     8,734,877
    Accumulated deficit                          (8,468,023)   (6,148,185)
                                                -----------   -----------
  Total Shareholders' Equity                        267,332     2,586,692
                                                -----------   -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $ 3,389,335   $ 6,163,059
                                                ===========   ============

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

                                       F-3
<PAGE>


             CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
              LOSS For the Years Ended September 30, 2001 and 2000


                                                    2001         2000
                                                -----------   -----------

INCOME                                          $   484,181   $   419,913
                                                -----------   -----------
OPERATING COSTS AND EXPENSES
 Cost of sales                                      133,065       284,303
 Selling and marketing                              370,909       448,594
 General and administration                       2,577,261     2,583,844
 Research and development                           108,227       480,084
                                                -----------   -----------
  Total Operating Costs and Expenses              3,189,227     3,796,825
                                                -----------   -----------
LOSS FROM OPERATIONS                             (2,705,281)   (3,376,912)

OTHER (INCOME) EXPENSES
 Interest income                                          -      (149,743)
 Rental income                                            -       (13,392)
                                                -----------   -----------
  Total Other (Income) Expenses                           -      (163,135)

LOSS BEFORE INCOME TAXES AND MINORITY INTEREST   (2,705,281)   (3,213,777)

 INCOME TAXES (Note 8)                              (22,545)      (64,200)
 MINORITY INTEREST                                 (362,898)     (550,516)
                                                -----------   -----------
  NET LOST                                      $(2,319,838)  $(2,599,061)
                                                ===========   ============
EARNINGS PER COMMON SHARE (Note 1I)
NET LOSS                                        $     (1.00)  $     (1.18)
                                                ===========   ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING        2,300,000      2,200,321
                                                ===========   ============

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

                                       F-4
<PAGE>

<TABLE>
<CAPTION>
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
               For the Years Ended September 30, 1998 to 2001 Net

                                          Preferred  Stock       Common      Stock                   Shareholders'
                                          Shares     Amount      Shares      Amount     Deficit         Equity
                                         -------------------------------------------------------------------------
<S>                                      <C>         <C>         <C>        <C>         <C>           <C>


Balance, September 30,  1998             159,244     $  318,487  1,471,921  $ 3,651,890 $ (2,422,557) $  1,547,820

Stock issued in private placement              -              -    202,000    1,187,000            -     1,187,000
Stock issued for services and equipment        -              -     44,667      455,000            -       455,000
Stock issued - stock options and
 warrants exercise                             -              -     15,863       45,000            -        45,000
Net loss                                       -              -          -            -   (1,126,567)   (1,126,567)
                                         -------------------------------------------------------------------------
Balance, September 30,  1999             159,244     $  318,487  1,734,451  $ 5,338,890 $ (3,549,124) $  2,108,253

Stock issued in private placement              -              -    416,667    3,000,000            -     3,000,000
Stock issued - stock options and
 warrants exercised                            -              -     32,778       77,500            -        77,500
Preferred stock converted to
 common stock                           (159,244)      (318,487)   159,244      318,487            -             -
Net loss                                       -              -          -            -   (2,599,061)   (2,599,061)
                                         -------------------------------------------------------------------------
Balance,  September 30, 2000                   -     $        -  2,343,180  $ 8,734,877 $ (6,148,185) $  2,586,692
Stock issued
Net loss                                                                                  (2,319,838)   (2,319,838)
                                         -------------------------------------------------------------------------
Balance, September 30, 2001                                      2,343,180    8,735,354   (8,468,023)      267,332
</TABLE>

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

                                       F-5
<PAGE>


               CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years
                        Ended September 30, 2001 and 2000


                                                    2001         2000
                                                -----------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES
 Collections from customers                     $         -   $   335,739
 Interest collected                                       -       149,743
 Rent collected                                           -        13,392
 Taxes paid                                               -        (1,600)
 Cash paid to suppliers and employees                     -    (3,345,106)

  NET CASH USED BY OPERATING ACTIVITIES          (2,500,519)   (2,847,832)

CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in product development costs            (885,711)     (274,954)
  Purchase of property and equipment                (77,460)     (509,530)
  Purchase of investment                                  -             -
  Sale of equipment                                       -         1,562

NET CASH USED BY INVESTING ACTIVITIES              (963,171)     (782,922)

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock issuance                                 477     3,077,500
  Minority interest in subsidiary                         -     3,898,919

NET CASH PROVIDED BY FINANCING ACTIVITIES               477     6,976,419

INCREASE IN CASH                                 (3,463,213)    3,345,665

CASH AND EQUIVALENTS - BEGINNING OF YEAR          3,637,081       331,309

CASH AND EQUIVALENTS - END OF YEAR              $   173,868   $ 3,676,974

RECONCILIATION OF NET LOSS TO NET CASH
  USED BY OPERATING ACTIVITIES:
Net loss                                        $(2,319,838)  $(2,599,061)
Adjustments to reconcile net loss to net
cash provided (used)  by operating
activities:
  Loss on sale of investment                        224,370         5,295
  Depreciation and amortization                     (22,545)      351,046
  Deferred tax expense (benefit)                          -       (95,000)
  Bad debt                                                -             -
  Non cash expenditures (Note 11)                    27,200             -
  Minority interest                                (362,898)     (550,516)
Changes in:
  Accounts receivable                               (21,550)      (84,174)
  Inventory                                               0        28,237
  Prepaid expenses                                   39,040         3,001
  Patent costs                                      (16,033)      (17,856)
  Accounts payable and accrued expenses             (13,207)       71,261
  Accrued vacation                                  (78,167)        9,935

NET CASH USED BY OPERATING ACTIVITIES            (2,500,519)   (2,847,832)


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

                                       F-6
<PAGE>



                              ExperTelligence, Inc.
                   Notes to Consolidated Financial Statements
                     Years ended September 30, 2001 and 2000


NOTE A - Organization and Description of Business

ExperTelligence,  Inc. (Company) was originally  incorporated in accordance with
the Laws of the State of  California  on March 31,  1980.  The Company  formerly
developed Internet portal  technology,  published database software products for
the Internet,  and developed and hosted  web/database  and  electronic  commerce
application solutions.

On June 26, 2006, the Company changed its state of incorporation from California
to  Nevada  by means of a merger  with and into a Nevada  corporation  formed on
November 17, 2005 solely for the purpose of effecting the  reincorporation.  The
Certificate  of  Incorporation  and  Bylaws of the  Nevada  corporation  are the
Certificate  of  Incorporation  and Bylaws of the  surviving  corporation.  Such
Certificate of Incorporation  kept the Company's name of  ExperTelligence,  Inc.
and modified the Company's  capital structure to allow for the issuance of up to
325,000,000 shares of $0.0001 par value common stock.

On  October  19,  1999,  the  Company   incorporated   3DStockCharts.com,   Inc.
(3DStockCharts),   a  69%-owned   subsidiary.   3DStockCharts   distributed  its
technology and market data through a financial web portal  specializing  in real
time, interactive, two-dimensional (2D) and three-dimensional (3D) browser-based
displays of buy and sell order activity and trading  volumes for specific stocks
and market indexes.

On February 4, 2000, the Company incorporated ExperClick.com, Inc. (ExperClick),
a Delaware corporation, which was a wholly-owned subsidiary.  ExperClick focused
on the design and  operation of an efficient  trading  system in which  specific
advertising and marketing  opportunities are individually  matched with targeted
consumers.

On May 12, 2003, in a Current Report on Form 8-K, the Company  announced that it
would  conduct an auction to sell the  Company's  assets and use the proceeds to
settle company debt, distributing any remainder to shareholders. This action was
precipitated by a lack of developmental and operating capital.

On October 20, 2003,  as announced in a Current  Report on Form 8-K, the Company
confirmed  that it conducted the  previously-noticed  public  auction of Company
assets.  That  auction,  held at noon on  October  15,  2003,  at the  Company's
offices,  then located at 614 Chapala Street in Santa Barbara,  California,  the
Company sold: - the WebBase product, including all related intellectual property
and computer hardware,  software,  and related  equipment,  license and customer
agreements,  and operating accounts; - the 3DStockCharts product,  including all


                                       F-7
<PAGE>


                              ExperTelligence, Inc.
                   Notes to Consolidated Financial Statements
                     Years ended September 30, 2001 and 2000

NOTE A - Organization and Description of Business - Continued

related  intellectual  property and  computer  hardware,  software,  and related
equipment,  license and  customer  agreements,  and  operating  accounts;  - the
Advertising  Commerce  Network  product,   including  all  related  intellectual
property and computer hardware,  software,  and related  equipment,  license and
customer  agreements,  and operating accounts;  - miscellaneous office furniture
and computer equipment. - its interests in any and all third party corporations

All sales were made to creditors  of the Company,  and all payment for all items
was made in the form of a reduction of debt.  The Company  realized no cash from
the auction.

On December 23, 2003, as announced in a Current  Report on Form 8-K, the Company
issued 15,002,718 shares of the Company's unregistered, restricted Common Stock,
representing  approximately 75.0% of the class, to Douglas P. Martin in exchange
for a cash payment of fifty thousand dollars ($50,000). The proceeds of the sale
were used to further  reduce debt that was otherwise  uncancelled by the October
15, 2003 auction of the  Company's  assets or incurred  subsequent to that date.
The Company  relied upon Section 4(2) of The Securities Act of 1933, as amended,
for an exemption from  registration  of these shares and no underwriter was used
in this  transaction.  The effect of this  transaction  was a change of control,
where Mr.  Martin now  beneficially  directly  owns  approximately  75.0% of the
issued and outstanding voting securities of the Company.

On October 1, 2004,  the  Company  secured a Line of Credit for the  purposes of
bringing the financial  information  with respect to the Company current so that
it would be in a  position  to attract an  operating  company or a new  business
operation.  Since that  time,  the  Company,  through  consultants  and it's new
auditor,  has been able to update it's  records and bring it's books and records
current.

Since the October 15, 2003 auction of the Company's assets,  the Company has had
no operations or significant  assets.  The Company's current principal  business
activity  is  to  seek  a  suitable  reverse   acquisition   candidate   through
acquisition, merger or other suitable business combination method.







                                       F-8
<PAGE>


                              ExperTelligence, Inc.
                   Notes to Consolidated Financial Statements
                     Years ended September 30, 2001 and 2000

NOTE B - Preparation of Financial Statements

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a year-end of September 30.

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

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented.

The consolidated  financial  statements include the accounts of ExperTelligence,
Inc. and its wholly-owned subsidiaries, ExperClick.com, Inc. and ExperTelligence
Canada, Inc. and its majority-owned subsidiary 3DStockCharts.com,  Inc. Minority
interest represents minority shareholders'  proportionate share of the equity in
3DStockCharts.com,  Inc. All significant  intercompany accounts and transactions
have been eliminated in consolidation.

For  segment  reporting  purposes,  the Company  operated  in only one  industry
segment during the periods represented in the accompanying  financial statements
and makes all  operating  decisions and  allocates  resources  based on the best
benefit to the Company as a whole.


NOTE C - Going Concern Uncertainty

As of October15,  2003, the Company held an auction to sell the Company's assets
and use the proceeds to settle company debt.  This action was  precipitated by a
lack of developmental and operating capital. All sales were made to creditors of
the  Company,  and all payment for all items was made in the form of a reduction
of debt. The Company  realized no cash from the auction.  The Company has had no
operations since 2003.


                                       F-9
<PAGE>



                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000


Note C - Going Concern Uncertainty - Continued

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

The Company  anticipates  future sales of equity securities to facilitate either
the  consummation  of a business  combination  transaction  or to raise  working
capital to support and preserve the integrity of the corporate entity.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  stockholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.


NOTE D - Summary of Significant Accounting Policies

1.   Cash and cash equivalents

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  certificates  of  deposit  and  other  highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.

     Cash  overdraft  positions may occur from time to time due to the timing of
     making bank deposits and releasing checks, in accordance with the Company's
     cash management policies.


                                       F-10
<PAGE>



                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000


NOTE D - Summary of Significant Accounting Policies - Continued

2.   Inventory

     Inventory  consists primarily of product manuals,  CD-ROMs,  and processing
     boards  and is  stated  at the lower of  average  cost or market  using the
     first-in,  first-out  (FIFO) method.  . A reserve for obsolescence has been
     provided by management as deemed necessary.


3.   Property and equipment

     Property and  equipment is recorded at historical  cost and is  depreciated
     over the respective useful life,  generally three (3) to five (5) years, of
     the individual assets using the straight-line method.

     Gains and  losses  from the  disposition  of  property  and  equipment  are
     included in operations as incurred.

     In accordance  with  Statement of Financial  Accounting  Standards No. 144,
     "Accounting  for the  Impairment  or Disposal of  Long-Lived  Assets",  the
     Company  follows the policy of evaluating  all property and equipment as of
     the end of each reporting  quarter.  For each of the years ended  September
     30, 2001 and 2000, no charges to operations  were made for  impairments  in
     the future benefit or recoverability of property and equipment.

4.   Patent Costs

     Patent costs include primarily capitalized legal costs for software patents
     which are being amortized over a life of 20 years.

5.   Product Development Costs

     Product  development  costs  represent  the costs of new  products  and new
     application  enhancements  to  existing  products  incurred  subsequent  to
     establishing technological feasibility of the product and prior to the date
     the  product  is  available  for  release  to  customers.  Amortization  is
     calculated  using the  straight-line  method over its economic useful life,
     approximately  five years,  or on a  product-by-product  basis in the ratio
     that  current  period  sales bear to the total of current  and  anticipated
     revenues.  This policy was adopted by the  Company in  accordance  with the
     provisions  of  Financial  Accounting  Standards  Board  Statement  No. 86,
     "Accounting for Software Development Costs."


                                       F-11
<PAGE>



                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000


NOTE D - Summary of Significant Accounting Policies - Continued


6.   Revenue recognition

     Revenue from software  sales is recognized on delivery of the software when
     no further obligations remain under the sales or licensing agreement.

     Revenue from software license agreements that include  significant  product
     development is recognized upon the percentage of completion  method.  As of
     September 30, 2001 and 2000, there were no costs and estimated  earnings in
     excess of billings or billings in excess of costs on uncompleted contracts.

     Revenue from postcontract  customer support is recognized  ratably over the
     period of the postcontract support arrangement.

     Revenue from software services is recognized as the services are performed.

7.   Research and Development expenses

     Research and development  expenses,  not eligible for  capitalization,  are
     charged to expense as incurred.

8.   Advertising expenses

     The Company does not conduct any direct  response  advertising  activities.
     For non-direct response advertising, the Company charges the costs of these
     efforts  to  operations  at the  first  time  the  related  advertising  is
     published.

9.   Stock Based Compensation

     The Company  accounts  for  compensation  costs  related to employee  stock
     options  and other  forms of  employee  stock-based  compensation  plans in
     accordance with the requirements of Accounting  Principles Board Opinion 25
     (APB 25). APB 25 requires  compensation costs for stock-based  compensation
     plans to be recognized  based on the difference,  if any,  between the fair
     market value of the stock on the date of the grant and the option  exercise
     price.  In October 1995, the Financial  Accounting  Standards  Board issued
     Statement of Financial Accounting Standards 123, Accounting for Stock-Based


                                       F-12
<PAGE>


                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000


NOTE D - Summary of Significant Accounting Policies - Continued

9.   Stock Based Compensation - continued

     Compensation  (SFAS 123). SFAS 123 established a fair value-based method of
     accounting for compensation  costs related to stock options and other forms
     of stock-based  compensation plans.  However,  SFAS 123 allows an entity to
     continue to measure  compensation  costs using the  principles of APB 25 if
     certain pro forma  disclosures  are made. SFAS 123 was effective for fiscal
     years beginning after December 15, 1995. The Company adopted the provisions
     of pro  forma  disclosure  requirements  of  SFAS  123 in  the  year  ended
     September 30, 1997.  Options  granted to non-  employees are  recognized at
     their estimated fair value at the date of grant.

10.  Income Taxes

     The Company uses the asset and liability  method of  accounting  for income
     taxes.  At September 30, 2001 and 2000, the deferred tax asset and deferred
     tax  liability  accounts,  as  recorded  when  material  to  the  financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.

11.  Earnings (loss) per share

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common shareholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.

     Fully diluted earnings (loss) per share is computed similar to basic income
     (loss) per share  except that the  denominator  is increased to include the
     number of common  stock  equivalents  (primarily  outstanding  options  and
     warrants).

     Common  stock  equivalents  represent  the  dilutive  effect of the assumed
     exercise of the outstanding stock options and warrants,  using the treasury
     stock method, at either the beginning of the respective period presented or
     the date of  issuance,  whichever  is later,  and only if the common  stock
     equivalents  are  considered  dilutive  based upon the Company's net income
     (loss) position at the calculation date.


                                       F-13
<PAGE>



                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000


NOTE D - Summary of Significant Accounting Policies - Continued

11.  Earnings (loss) per share - continued

     As of September  30, 2001 and 2000,  the Company's  issued and  outstanding
     warrants,  options and convertible debt are considered  antidilutive due to
     the Company's net operating loss position.

12.  Recently Issued Pronouncements

     The  Company  is of  the  opinion  that  any  and  all  pending  accounting
     pronouncements,  either in the  adoption  phase or not yet  required  to be
     adopted,  will not have a  significant  impact on the  Company's  financial
     position or results of operations.


NOTE E - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.


NOTE F - Concentrations of Credit Risk

The  Company  and it's  subsidiaries  maintain  their cash  accounts  in various
financial  institutions  subject to  insurance  coverage  issued by the  Federal
Deposit Insurance  Corporation (FDIC). Under FDIC rules, the Company is entitled
to aggregate  coverage of $100,000 per account type per  financial  institution.
During the each of the years ended  September 30, 2001 and 2000, the Company and
it's  subsidiaries,  at various  times,  had  amounts on deposit in a  financial
institution with credit risk exposures in excess of statutory FDIC coverage. The
Company  has not  incurred  any  losses  as a result  of any of these  unsecured
situations.


                                       F-14
<PAGE>



                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000


NOTE G - Income Taxes

The  components  of income tax  (benefit)  expense  for each of the years  ended
September 30, 2001 and 2000, respectively, are as follows:

                                     Year ended        Year ended
                                    September 30,     September 30,
                                        2001              2000
                                    --------------  ----------------
       Federal:
         Current                          $     -           $    -
         Deferred                               -                -
                                          -------           ------
                                                -                -
                                          -------           ------
       State:
         Current                                -                -
         Deferred                               -                -
                                          -------           ------
                                                -                -
                                          -------           ------
         Total                            $     -           $    -
                                           ======           ======

As of September 30, 2001, the Company has a net operating loss  carryforward  of
approximately  $9,000,000 to offset future  taxable  income.  However,  due to a
December 2003 change in control transaction and subject to current  regulations,
the amount and  availability  of the net operating  loss  carryforwards  will be
subject to limitations set forth by the Internal  Revenue Code.  Factors such as
the number of shares  ultimately  issued within a three year  look-back  period;
whether there is a deemed more than 50 percent change in control; the applicable
long-term  tax  exempt  bond  rate;  continuity  of  historical  business;   and
subsequent  income of the  Company  all enter  into the  annual  computation  of
allowable annual utilization of the carryforwards.


NOTE H - Equity Transactions

Preferred Stock

The  Company  is  authorized  to issue up to  1,000,000  shares  of no par value
preferred stock. The preferred  stockholders have voting rights equal to that of
common  stockholders.  The preferred stock is convertible into common stock on a
one-for-one  basis at any time.  The  preferred  stock is  nonredeemable,  has a


                                       F-15
<PAGE>



                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000


preference  in  liquidation  equal to $3 per share plus any  declared but unpaid
dividends and provides for dividends to be declared at management's  discretion.
As of September 30, 2000, no dividends have been declared. During the year ended
September 30, 2000, all issued and  outstanding  shares of preferred  stock were
converted to an equivalent  number of common  shares.  As of September 30, 2000,
there are no preferred shares outstanding.

The  Company has agreed  that the  holders of  3DSTockCharts  Series A Preferred
Stock  (Investors)  shall have the right to put their  shares to the  Company in
exchange for the Company's  issuance to the Investors of shares of the Company's
common stock and warrants to purchase shares of the Company's  common stock. The
Investors  may put to the  Company  either  or both of the  shares  of  Series A
Preferred Stock and the original warrants to purchase 1,100,000 shares of Common
Stock.  The  Investors may exercise this put right at any time after May 4, 2000
and on or before November 4, 2001. No put rights were exercised by the Investors
through the expiration date of this agreement.

Common Stock

On January 14, 2000, the Company sold 250,000 shares of restricted, unregistered
common stock through private  placements to individual  investors for a total of
$1,000,000.

On February 23, 2000,  the Company sold 166,667  shares of  unregistered  common
stock  through  private  placements  to  individual  investors  for a  total  of
$2,000,000.  Common stock  warrants to purchase  1,000,000  shares of ExperClick
common stock at $1.00 per share were also issued in connection with this private
placement.

On June 26,  2000,  the  Company  issued 10 shares of  restricted,  unregistered
common stock to an  individual  as a prize related to a donation to a charitable
event.

On August 29,  2000,  the Company  sold 730 shares of  restricted,  unregistered
common stock to an individual in a private placement for $6,000 cash.

On July 9, 2001, the Company filed two separate  Registration  Statements  Under
the  Securities  Act of 1933 on Forms S-8  registering  shares  of common  stock
pursuant to Consultant  Option Agreements and shares of common stock pursuant to
Employee Benefit Plan.  Between July 9, 2001 and September 30, 2001, the Company
issued an  aggregate  126,709  shares of  registered  common  stock  under these
Registration Statements.


                                       F-16
<PAGE>



                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000


NOTE I - Stock Option Plans

ExperTelligence, Inc. 1996 Equity Participation Plan

On August 15, 1996, the Company's  Board of Directors of the Company adopted the
1996 Equity  Participation  Plan,  whereby  options may be granted to employees,
consultants,  or independent directors. For Incentive Stock Options the exercise
price shall be equal to or greater than the fair market  value of the  Company's
common  stock on the date of the grant.  For  Nonqualified  Stock  Options,  the
exercise price shall be not less than 85% of the fair market value of a share of
common stock on the date the option is granted. The Company's Board of Directors
shall  determine  whether  options  granted  under this plan are to be Incentive
Stock Options or Nonqualified Stock Options.  Options expire ten years after the
date of grant unless an earlier expiration date is set at the time of grant. The
Company has reserved a total of 475,000  shares of common stock for the exercise
of options under this Plan. As of May 5, 2000, an additional  219,000  shares of
common  stock were  reserved for the  exercise of options  under this Plan.  The
number of  unoptioned  shares  available at September  30, 2001 and 2000 for the
granting of options under the Plan are 105,800, respectively.

The  following  tables  summarize  all  common  stock  options  granted  through
September 30, 2001:

                                                            Weighted average
                                                             price per share
                                                            ----------------
Options outstanding at October 1, 1999          265,000              -
  Issued                                        389,000         $2.810
  Exercised                                     (25,300)        $2.999
  Expired/Terminated                            (40,500)        $2.672
                                                -------
Options outstanding at September 30, 2000       588,200         $6,418
  Issued                                              -              -
  Exercised                                      (3,000)        $1.435
  Expired/Terminated                                  -              -
                                                -------
Options outstanding at September 30, 2001       585,200              -
                                                =======

As of September 30, 2001,  there are no granted and outstanding  options related
to the Nonqualified Stock Option Plan.

Statement of Financial  Accounting  Standards 123,  "Accounting  for Stock-Based
Compensation",  encourages but does not require companies to record compensation
cost for stock-based employee  compensation plans at fair value. The Company has
chosen to continue to account for stock-based  compensation  using the intrinsic
value method prescribed in Accounting  Principles Board Opinion 25,  "Accounting
for Stock  Issued  to  Employees",  and  related  interpretations.  Accordingly,
compensation  cost for stock  options is measured as the excess,  if any, of the
quoted market price of the Company's  stock at the date of grant over the amount
an employee must pay to acquire the stock.


                                       F-17
<PAGE>



                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000


NOTE I - Stock Option Plans - Continued

ExperTelligence, Inc. 1996 Equity Participation Plan - continued

Had  compensation  costs for the plan been determined based on the fair value of
the  options at the grant  dates  consistent  with the  method of SFAS 123,  the
Company's net loss and earnings per share would have been:

                                         Year ended        Year ended
                                        September 30,      September 30,
                                            2001             2000
                                        -------------------------------
       Net loss
         As reported                    $(2,368,510)      $(2,599,061)
          Pro forma                     $(2,368,510)      $(3,468,116)
       Primary earnings per share
         As reported                         $(1.00)         $(1.1812)
         Pro forma                           $(1.00)         $(1.5762)

These pro forma amounts may not be representative of future disclosures  because
they do not take into effect pro forma  compensation  expense  related to grants
made before 1996.  In addition,  potential  deferred tax expense and benefits of
approximately $-0- and $398,500 for the years ended September 30, 2001 and 2000,
respectively, has not been reflected in the pro forma amounts. The fair value of
these  options was  estimated  at the date of the grant using the  Black-Scholes
option-pricing  model with the following  weighted average  assumptions for 2001
and 2000:

                                         Year ended        Year ended
                                        September 30,     September 30,
                                            2001              2000
                                        -------------------------------
       Expected life (years)                 1-10              1-10
       Risk-free interest rate               6.00%             6.00%
       Volatility                          200.0%            200.0%
       Expected dividends                    None             None

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options,  which do not have vesting  restrictions  and are
fully  transferable.  In addition,  option valuation models require the input of
highly  subjective  assumptions,  including the expected stock price volatility.
Because the Company's employee stock options have characteristics  significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.



                                       F-18
<PAGE>



                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000


NOTE I - Stock Option Plans - Continued

3DStockCharts 2000 Equity Participation Plan

On January 19, 2000,  the Board of Directors of  3DStockCharts  adopted the 2000
Equity  Participation  Plan,  whereby  options  may  be  granted  to  employees,
consultants,  or independent directors. For Incentive Stock Options the exercise
price shall be equal to or greater than the fair market  value of the  Company's
common  stock on the date of the grant.  For  Nonqualified  Stock  Options,  the
exercise price shall be not less than 85% of the fair market value of a share of
common stock on the date the option is granted. The Company's Board of Directors
shall  determine  whether  options  granted  under this plan are to be Incentive
Stock Options or Nonqualified Stock Options.  Options expire ten years after the
date of grant unless an earlier expiration date is set at the time of grant. The
Company  has  reserved  a total of  3,500,000  shares  of  common  stock for the
exercise of options under this Plan. The number of unoptioned  shares  available
at September  30, 1001 and 2000 for the  granting of options  under this Plan is
665,160.

Stock option activity for 3DStockChart's Incentive Stock Option Plan and the
Nonqualified Stock Option Plan is show below:

                                                           Weighted average
                                                            price per share
                                                           ----------------
Options outstanding at October 1, 1999               -               -
  Issued                                     2,834,840         $0.5726
  Exercised                                          -               -
  Expired/Terminated                                 -               -
                                             ---------
Options outstanding at September 30, 2000    2,834,840         $0.5726
  Issued                                             -               -
  Exercised                                          -               -
  Expired/Terminated                                 -               -
                                             ---------
Options outstanding at September 30, 2001    2,834,840          $0.5726
                                             =========

As of September 30, 2001 and 2000,  349,840 were granted and outstanding and all
were exercisable under the Nonqualified Stock Option Plan.

ExperClick 2000 Equity Participation Plan

On February  7, 2000,  the Board of  Directors  of  ExperClick  adopted the 2000
Equity   Participation  Plan  whereby  options  may  be  granted  to  employees,
consultants, or independent directors. For incentive stock options, the exercise
price shall be equal to or greater than the fair market  value of the  Company's
common  stock on the date of the grant.  For  nonqualified  stock  options,  the


                                       F-19
<PAGE>


                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000


NOTE I - Stock Option Plans - Continued

ExperClick 2000 Equity Participation Plan - continued

exercise price shall be not less than 85% of the fair market value of a share of
common stock on the date the option is granted. The Company's Board of Directors
shall  determine  whether  options  granted  under this plan are to be Incentive
Stock Options or Nonqualified Stock Options.  Options expire ten years after the
date of grant unless an earlier expiration date is set at the time of grant. The
Company  has  reserved  a total of  3,000,000  shares  of  common  stock for the
exercise of options under this Plan. The number of unoptioned  shares  available
at September  30, 2001 and 2000 for the granting of options  under this Plan are
1,435,000.

Stock Option activity for ExperClick's Incentive Stock Option Plan and the
Nonqualified Stock Option Plan is shown below:

                                                            Weighted average
                                                             price per share
                                                            ----------------
Options outstanding at October 1, 1999               -                -
  Issued                                     1,565,000            $1.00
  Exercised                                          -                -
  Expired/Terminated                                 -                -
                                             ---------
Options outstanding at September 30, 2000    1,565,000            $1.00
  Issued                                             -                -
  Exercised                                          -                -
  Expired/Terminated                                 -                -
                                             ---------
Options outstanding at September 30, 2001    1,565,000            $1.00
                                             =========

As of  September  30,  2001 and 2000,  no options  have been  granted  under the
Nonqualifying Stock Option Plan.














                [Balance of this page intentionally left blank.]




                                       F-20
<PAGE>


                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000


NOTE J - Stock Warrants

ExperTelligence, Inc. Common Stock Warrants

The Company's  common stock  warrants  outstanding  as of September 30, 2001 and
2000, respectfully, are as follows:

  Grant date:                   1/31/99   2/28/99   1/14/00   1/21/00
  Expiration date:              1/15/01   2/15/00   1/14/02   1/25/01
  Exercise price                 $10.00    $15.00     $4.00    $10.00
                                                                         TOTALS

Balances at October 1, 1999           -         -         -         -
  Granted                        25,000     2,500    20,000    66,000   113,500
  Exercised                           -         -   (10,000)        -   (10,000)
  Expired                             -    (2,500)        -         -    (2,500)
                                 ------   -------   -------   -------   -------
Balances at September 20, 2000   25,000         -    10,000    66,000   101,000
  Granted                             -         -         -         -         -
  Exercised                           -         -         -         -         -
  Expired                       (25,000)        -         -   (66,000)  (91,000)
                                 ------   -------   -------   -------   -------
Balances at September 30, 2001        -         -         -         -    10,000
                                 ======   =======   =======   =======   =======

The weighted  average grant date fair value of warrants  granted during the year
ended September 30, 2000 was $7.75.

As of September 30, 2001, all other issued stock warrants  expired and none were
exercised.


NOTE K - Non-Cash Transactions

During the year ended  September  30, 2001,  one  employee  exercised a total of
3,000 stock  options under the 1996 Equity  Participation  Plan in the form of a
cash-less  exercise and forfeited 992 shares of common stock in order to receive
2,008 shares of unregistered common stock.

During the year ended September 30, 2000, several employees exercised a total of
12,800 stock options under the 1996 Equity  Participation  Plan in the form of a
cash-less  exercise  and  forfeited  2,522  shares of  common  stock in order to
receive 10,278 shares of unregistered common stock.

During the year ended  September 30, 1999,  the Company  issued 16,667 shares of
unregistered  common stock valued at $3 per share in exchange for  marketing and
consulting services, 10,000 shares of unregistered common stock valued at $3 per
share in exchange for public relation consulting services,  and 25,000 shares of
unregistered  common  stock at valued $15 per share in  exchange  for a software
license and service agreement.

                                       F-21
<PAGE>



                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000


NOTE L - Significant Customers

The Company was dependent upon three  customers for a significant  percentage of
the total annual revenue for the years ended  September 30, 2001 and 2000 and of
the  outstanding  accounts  receivable  balance at September  30, 2001 and 2000,
respectively.


NOTE M - Commitments and Contingencies

Lease obligations

On January 1, 1999,  the  Company  signed a two-year  extension  of an  existing
lease,  dated December 15, 1995, for office space. The extended lease expires on
December 31, 2001 and requires monthly rental payments of approximately  $2,445.
The monthly rental rate will be adjusted on January 1st of each  subsequent year
to reflect the year-to-year  percentage change in the Los Angeles Consumer Price
Index for September. This office space is subleased to the Company's subsidiary,
3DStockCharts.com,  Inc., for $4,290 per month based on a month-to-  month lease
agreement. All intercompany income is eliminated in consolidation.

As of September 1, 1999, the Company  subleased  additional office space under a
non-cancelable  operating  lease through  August 31, 2002.  This lease  requires
monthly  rental  payments of $8,400.  Beginning on September 1, 2000,  and every
anniversary  date  thereafter,   the  monthly  rent  will  be  adjusted  by  the
year-to-year  percentage  change in the Los Angeles Consumer Price Index for the
month of July.  The  Company  has an  option  to  extend  the  sublease  for one
additional year.

Future amounts due under this agreement are as follows:

                 Year ending
                September 30,         Amount
                -------------        -------
                      2002           $99,984
                                     =======

Deferred Compensation Plan

During the year ended  September  30,  2000,  the Company  implemented  a salary
deferral plan under Internal Revenue Code Section 401(k).  Eligible participants
must be 21  years of age and  employed  for at  least  90  days.  The  Company's
contributions  to  the  plan,  as  determined  by the  Board  of  Directors,  is
discretionary  but may not exceed  15% of the  participants'  compensation.  The
Company has elected not to make any contributions for 2001 or 2000.



                                       F-22
<PAGE>



                              ExperTelligence, Inc.
             Notes to Consolidated Financial Statements - Continued
                     Years ended September 30, 2001 and 2000



NOTE N - Related Party Transactions

The Company  uses an outside  payroll  service  and a director on the  Company's
Board of  Directors  is also the  Chairman of the Board of the  outside  payroll
service.

3DStockCharts  has a contract with Island ECN and a director of 3DStockCharts is
also an employee of Island ECN.  Total  payments of  approximately  $15,000 were
made during the years ended September 30, 2001 and 2000.





















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                                       F-23
<PAGE>



                                   SIGNATURES

     In  accord  with  Section  13 or 15(d) of the  Securities  Act of 1933,  as
amended,  the  Company  caused  this  report to be  signed on its  behalf by the
undersigned, thereto duly authorized.

                              ExperTelligence, Inc.


Date: June 6, 2007        By:  /s/ Jason Smart
                               ---------------------------
                               Jason Smart
                               President, Sole Director
                               Chief Executive Officer and
                               Chief Financial Officer



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

                              ExperTelligence, Inc.


Date: June 6, 2007        By:  /s/ Jason Smart
                               ---------------------------
                               Jason Smart
                               President, Sole Director
                               Chief Executive Officer and
                               Chief Financial Officer


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