UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                              FORM 10-KSB
(Mark One)
    [x]    Annual Report Pursuant to Section 13 or 15(d) of The Securities
           Exchange Act of 1934 For the Fiscal Year Ended December 31, 2002

    [ ]    Transition Report Pursuant to Section 13 or 15(d) of The Securities
           Exchange Act of 1934

                     Commission File Number   000-49901

                         OCEAN EXPRESS LINES, INC.

               (Name of small business issuer in its charter)

                   Nevada                                    87-0646435

       (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                    Identification No.)

           56 West 400 South, Suite  #220, Salt Lake City, Utah 84101

              (Address of principal executive offices)   (Zip Code)

Issuer's telephone no.:  (801) 322-3401

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

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

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

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

    State the issuer's revenues for its most recent fiscal year.  $ -0-

    State the aggregate market value of the voting stock held by non-
affiliates computed by reference  to the price at which the stock was sold, or
the average bid and ask prices of such stock as of a specified date within 60
days.   The aggregate market value as of March 27, 2003 was approximately
$912,951 (based on 3,969,351 shares held by non-affiliates and an average bid
and ask price of $0.23)

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

                  Class                Outstanding as of March 27, 2003
           Common Stock, Par Value               20,000,000
               $.001 per share

                  DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Part
III, Item 14.


Transitional Small Business Disclosure Format.   Yes    No _x



                       OCEAN EXPRESS LINES, INC.

                            TABLE OF CONTENTS

                                                                          Page
                                 PART I

Item 1.    Description of Business                                           3

Item 2.    Description of Property                                          10

Item 3.    Legal Proceedings                                                10

Item 4.    Submission of Matter to a Vote of Security Holders               10

                                 PART II

Item 5.    Market for Common Equity and Related Stockholder Matters         10

Item 6.    Management's Discussion and Analysis or Plan of Operation        12

Item 7.    Financial Statements                                             15

Item 8.    Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure                                        15

                                 PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act              15

Item 10.    Executive Compensation                                          17

Item 11.    Security Ownership of Certain Beneficial Owners and Management  18

Item 12.    Certain Relationships and Related Transactions                  18

Item 13.    Exhibits and Reports on Form 8-K                                19

Item 14.    Controls and Procedures                                         19

            Signatures                                                      20

            Certifications                                                  20



                                   PART I

Item 1.     Description of Business

Business Development

   History

    Ocean Express Lines, Inc. was incorporated in Idaho on May 6, 1971 as Hall
Mountain Silver Mines, Inc.  For a period after inception, Hall Mountain was
involved in the ownership and operations of certain mining claims.  Operations
were discontinued in 1981 and we remained  inactive until approximately 1989.
On June 5, 1989 we changed our name to Network Videotex Systems, Inc., and on
November 13, 1989 changed the  name to Wessex International, Inc.  On May 22,
1991, we acquired Ocean Express Lines, Inc., a Florida corporation engaged in
the business of operating a scheduled steamship between Miami, Florida and
ports in the Western Caribbean and Gulf of Mexico.  The acquisition was
accounted for as a pooling of interest.  In connection with the transaction,
we changed its name to Ocean Express Lines, Inc.  We did not achieve
profitable operations and ceased operations in 1992.

    In 1999, Williams Investments Company prevailed in a lawsuit against Ocean
Express Lines to collect certain debts owed it.  Williams Investments was
granted a judgment against the company in the amount of $10,000 plus interest,
which judgment was converted into 13,749,824 shares of our common stock.
Williams Investments is principally owned by H. Deworth Williams, currently
our President and one of our directors.

    In February 2000, the shareholders voted to relocate the domicile of
incorporation from Idaho to the State of Nevada.  A new corporation also named
Ocean Express Lines, Inc., was organized as a Nevada corporation on February
18, 2000.  On March 2, 2000 we merged with the Nevada entity, which was the
surviving entity.  We issued 20,000,000 shares of common stock in the newly
formed Nevada corporation to stockholders of the Idaho corporation in exchange
for their shares in the Idaho corporation.

    We have conducted limited business operations and are considered a
development stage company.  Presently, we are actively seeking potential
operating businesses and business opportunities with the intent to acquire or
merge with such businesses.  Our principal purpose is to locate and consummate
a merger or acquisition with a private entity.

    Any target acquisition or merger candidate will become subject to the same
reporting requirements as we have following consummation of any merger or
acquisition.  Thus, in the event we successfully complete the acquisition of
or merger with an operating business entity, that business entity must provide
audited financial statements for at least the two most recent fiscal years or,
in the event the business entity has been in business for less than two years,
audited financial statements will be required from the period of inception.
This could limit our potential target business opportunities due to the fact
that many private business opportunities either do not have audited financial
statements, or are unable to produce audited statements without undo time and
expense.

    Our principal executive offices are located at 56 West 400 South, Suite
#220, Salt Lake City, Utah 84101, and our telephone number is (801) 322-3401.

    Current Business Activities

    We have had only a brief operating history and no representation is made,
nor is any intended, that we will be able to carry on future business
activities successfully.  Further, there can be no assurance that we will have
<page>                               3
the ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to us.

    Management plans to investigate, research and, if justified, potentially
acquire or merge with one or more businesses or business opportunities.  We
currently have no commitment or arrangement, written or oral, to participate
in any business opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider.  Management will
have broad discretion in its search for and negotiations with any potential
business or business opportunity.

    Sources of Business Opportunities

    Management intends to use various resources in its search for potential
business opportunities including, but not limited to, our officers and
directors, consultants, special advisors, securities broker-dealers, venture
capitalists, members of the financial community and others who may present
management with unsolicited proposals.  Because of our lack of capital, we may
not be able to retain, on a fee basis, professional firms specializing in
business acquisitions and reorganizations.  Rather, we will most likely have
to rely on outside sources, not otherwise associated with us, that will accept
their compensation only after we have finalized a successful acquisition or
merger. To date, we have not engaged or entered into any discussion, agreement
or understanding with a particular consultant regarding our search for
business opportunities.  Management has in the past consulted with Williams
Investment Company, a consulting company located in Salt Lake City, Utah,
principally owned by H. Deworth Williams, a director and principal shareholder
of Ocean Express Lines.  Because there is no agreement or understanding with
Williams Investment, we may use other consultants if we so elect.  However,
due to past experience, we may use the consulting and advisory services of
Williams Investment.  Presently, no final decision has been made nor is
management in a position to identify any future prospective consultants.

    If we elect to engage an independent consultant, we will look only to
consultants that have experience in working with small companies in search of
an appropriate business opportunity.  Also, the consultant must have
experience in locating viable merger and/or acquisition candidates and have a
proven track record of finalizing such business consolidations.  Further, we
would prefer to engage a consultant that will provide services for only
nominal up-front consideration and is willing to be fully compensated only at
the close of a business consolidation.

    We do not intend to limit our search to any specific kind of industry or
business.  We may investigate and ultimately acquire a venture that is in its
preliminary or development stage, is already in operation, or in various
stages of its corporate existence and development.  Management cannot predict
at this time the status or nature of any venture in which we may participate.
 A potential venture might need additional capital or merely desire to have
its shares publicly traded.  The most likely scenario for a possible business
arrangement would involve the acquisition of or merger with an operating
business that does not need additional capital, but which merely desires to
establish a public trading market for its shares.  Management believes that we
could provide a potential public vehicle for a private entity interested in
becoming a publicly held corporation without the time and expense typically
associated with an initial public offering.

    Evaluation

    Once we identify a particular entity as a potential acquisition or merger
candidate, management will seek to determine whether acquisition or merger is
warranted, or whether further investigation is necessary.  Such determination
will generally be based on management's knowledge and experience, or with the
<page>                               4
assistance of outside advisors and consultants evaluating the preliminary
information available to them.  Management may elect to engage outside
independent consultants to perform preliminary analysis of potential business
opportunities.  However, because of our lack of capital we may not have the
necessary funds for a complete and exhaustive investigation of any particular
opportunity.

    In evaluating such potential business opportunities, we will consider, to
the extent relevant to the specific opportunity, several factors including:

    *    potential benefits to us and our shareholders;
    *    working capital;
    *    financial requirements and availability of additional financing;
    *    history of operation, if any;
    *    nature of present and expected competition;
    *    quality and experience of management;
    *    need for further research, development or exploration;
    *    potential for growth and expansion;
    *    potential for profits; and
    *    other factors deemed relevant to the specific opportunity.

    Because we have not yet located or identified any specific business
opportunity, there are certain unidentified risks that cannot be adequately
expressed prior to the identification of a specific business opportunity.
There can be no assurance following consummation of any acquisition or merger
that the business venture will develop into a going concern or, if the
business is already operating, that it will continue to operate successfully.
 Many potential business opportunities available to us may involve new and
untested products, processes or market strategies which may not ultimately
prove successful.

    Form of Potential Acquisition or Merger

    We cannot predict the manner in which we might participate in a
prospective business opportunity.  Each separate potential opportunity will be
reviewed and, upon the basis of that review, a suitable legal structure or
method of participation will be chosen.  The particular manner in which we
participate in a specific business opportunity will depend upon the nature of
that opportunity, the respective needs and desires of our management and
management of the opportunity, and the relative negotiating strength of the
parties involved.  Actual participation in a business venture may take the
form of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation.  We may act directly or
indirectly through an interest in a partnership, corporation, or other form of
organization, however, we do not intend to participate in an opportunity
through the purchase of a minority stock position.

    Because we have no assets and a limited operating history, in the event we
successfully acquire or merge with an operating business opportunity, it is
likely that our present shareholders will experience substantial dilution.  It
is also probable that there will be a change in control of our company.  The
owners of any business opportunity which we acquire or merge with will most
likely acquire control following such transaction.  Management has not
established any guidelines as to the amount of control it will offer to
prospective business opportunities, but rather management will attempt to
negotiate the best possible agreement for the benefit of our shareholders.

    Presently, management does not intend to borrow funds to compensate any
person, consultant, promoter or affiliate in relation to the consummation of a
potential merger or acquisition.  However, if we engage any outside advisor or
consultant in our search for business opportunities, it may be necessary for
us to attempt to raise additional funds.  As of the date hereof, we have not
<page>                               5
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital.  In the event we do need to raise
capital, most likely the only method available to us would be the private sale
of our securities.  These possible private sales would most likely have to be
to persons known by our directors or to venture capitalists that would be
willing to accept the risks associated with investing in a company with no
current operation.  Because of our nature as a development stage company, it
is unlikely that we could make a public sale of securities or be able to
borrow any significant sum from either a commercial or private lender.
Management will attempt to acquire funds on the best available terms.
However, there can be no assurance that we will be able to obtain additional
funding when and if needed, or that such funding, if available, can be
obtained on reasonable or acceptable terms.  Although not presently
anticipated, there is a remote possibility that we could sell securities to
our management or affiliates.

    There exists a possibility that the terms of any future acquisition or
merger transaction might include the sale of shares presently held by our
officers and/or directors to parties affiliated with or designated by the
potential business opportunity.  Presently, management has no plans to seek or
actively negotiate such terms.  However, if this situation does arise,
management is obligated to follow our Articles of Incorporation and all
applicable corporate laws in negotiating such an arrangement.  Under this
scenario of a possible sale by officers and directors, it is unlikely that
similar terms and conditions would be offered to all other shareholders or
that shareholders would be given the opportunity to approve such a
transaction.

    In the event of a successful acquisition or merger, a finder's fee, in the
form of cash or securities, may be paid to a person or persons instrumental in
facilitating the transaction.  No criteria or limits have been established for
the determination of an appropriate finder's fee, although it is likely that
any fee will be based upon negotiations by us, the business opportunity and
the finder.  Management cannot at this time make an estimate as to the type or
amount of a potential finder's fee that might be paid.  It is unlikely that a
finder's fee will be paid to an affiliate because of the potential conflict of
interest that might result.  If such a fee was paid to an affiliate, it would
have to be in such a manner so as not to compromise an affiliate's possible
fiduciary duty to us or to violate the doctrine of corporate opportunity.
Further, in the unlikely event a finder's fee was to be paid to an affiliate,
we would most likely have such an arrangement ratified by the shareholders in
an appropriate manner.

    The Board of Directors believes that it is highly unlikely that we will
acquire or merge with a business opportunity in which our management,
affiliates or promoters have an ownership interest.  Any possible related
party transaction of this type would have to be ratified by a disinterested
Board of Directors and by the shareholders.  Management does not anticipate
that we will acquire or merge with any related entity.  Further, as of the
date hereof, none of our officers, directors, or affiliates or associates have
had any preliminary contact or discussions with any specific business
opportunity, nor are there any present plans, proposals, arrangements or
understandings regarding the possibility of an acquisition or merger with any
specific business opportunity.

Rights of Shareholders

    Management anticipates that prior to consummating any acquisition or
merger, if required by relevant state laws and regulations, we will seek to
have the transaction ratified by shareholders in the appropriate manner.
However, under Nevada law, certain actions that would routinely be taken at a
meeting of shareholders, may be taken by written consent of shareholders
<page>                               6
having not less than the minimum number of votes that would be necessary to
authorize or take the action at a meeting of shareholders.  Thus, if
shareholders holding a majority of the outstanding shares decide by written
consent to consummate an acquisition or a merger, minority shareholders would
not be given the opportunity to vote on the issue.  The Board of Directors
will have the discretion to consummate an acquisition or merger by written
consent if it is determined to be in our best interest to do so.  Regardless
of whether an action to acquire or merge is ratified by written consent or by
holding a shareholders' meeting, we will provide to shareholders complete
disclosure documentation concerning a potential target business opportunity
including the appropriate audited financial statements of the target.  This
information will be disseminated by proxy statement in the event a
shareholders' meeting is held, or by an information statement pursuant to
Regulation 14C of the Exchange Act if the action is taken by written consent.

    Under Nevada corporate laws, our shareholders may be entitled to assert
dissenters' rights if we acquire or merge with a business opportunity.
Shareholders will be entitled to dissent from and obtain payment of the fair
value of their shares in the event of consummation of a plan of merger to
which we are a party, if approval by shareholders is required under applicable
Nevada law.  Also, shareholders will be entitled to dissenters' rights if we
enter into a share exchange if our shares are to be acquired.  A shareholder
who is entitled to assert dissenter's rights and obtain the fair value for
their shares, may not challenge the corporate action creating this
entitlement, unless the action is unlawful or fraudulent with respect to the
shareholder or our company. A dissenting shareholder shall refrain from voting
their shares in approval of the corporate action.  If the proposed action is
approved by the required vote of shareholders, we must give notice to all
shareholders who delivered to us their written notice of dissent.

Competition

    Because no potential acquisition or merger candidate has been identified,
we are unable to evaluate the type and extent of our likely competition.  We
are aware that there are several other public companies with only nominal
assets that are also searching for operating businesses and other business
opportunities as potential acquisition or merger candidates.  We are in direct
competition with these other public companies in our search for business
opportunities and, due to our lack of funds, it may be difficult to
successfully compete with these other companies.

Employees

    As of the date hereof, we do not have any employees and have no plans for
retaining employees until such time as our business warrants the expense, or
until we successfully acquire or merge with an operating business.  We may
find it necessary to periodically hire part-time clerical help on an as-needed
basis.

Facilities

    We currently use as our principal place of business the offices of our
President and director, H. Deworth Williams, located in Salt Lake City, Utah.
 The facilities are shared with other businesses.

    Although we have no written agreement and currently pay no rent for the
use of these facilities, it is contemplated that at such future time as we
acquire or merge with an operating business, we will secure commercial office
space from which we will conduct our business. However, until such time as we
complete an acquisition or merger, the type of business in which we will be
engaged and the type of office and other facilities that will be required, is
unknown.  We have no current plans to secure such commercial office space.
<page>                               7

Industry Segments

    No information is presented regarding industry segments.  We are presently
a development stage company seeking a potential acquisition of or merger with
a yet to be identified business opportunity.  Reference is made to the
statements of income included herein in response to Part F/S of this Form 10-
KSB for a report of our operating history for the past two fiscal years.

Recent Events

    On December 23, 2002, we entered into an Agreement and Plan of Merger with
Media Fusion, Inc., whereby Media fusion was to be merged with and into our
corporate entity.  Media Fusion is a company engaged in  researching and
developing Electro-resistive Magnetic Resonance Conversion technology, to
which it has certain rights pursuant to license agreements.  At a special
meeting held February 11, 2003, shareholders voted to approve the proposed
merger, to effect a reverse stock split of our outstanding common stock on a
one share for ten shares basis and to change our corporate name to "Power
Measurement & Communications, Inc."

    Under terms of the merger agreement, certain conditions were to be
satisfied by the parties prior to completion and closing of the merger.
However, not all conditions to closing were satisfied and the agreement was
terminated by its own terms in February 2003. Accordingly, we have not
effected a reverse stock split nor changed our corporate name.  Management
considers the proposed transaction abandoned and we do not intend to pursue
further discussions with Media Fusion.

    Risk Factors Related to Our Business

    We are, and will be, subject to substantial risks specific to a particular
business or business opportunity, which specific risks cannot be ascertained
until a potential acquisition or merger candidate has been identified.
However, at a minimum, our present and proposed business operations will be
highly speculative and be subject to the same types of risks inherent in any
new or unproven venture, and will include the types of risk factors outlined
below.

    We have No Assets and No Source of Revenue

    We currently have no assets and have had no revenues for several years.
It is unlikely that we will receive any revenues until we complete an
acquisition or merger.  There can be no assurance that any acquired business
will produce any material revenues for us or our stockholders or that any such
business will operate on a profitable basis.

    Our Auditors Have Expressed a Going Concern Opinion

    Our independent auditors discuss in their report our ability to continue
as a going concern. They include a statement that: "[t]he ability of the
Company to continue as a going concern is dependent on the Company obtaining
adequate capital to fund operating losses until it becomes profitable.  If the
Company is unable to obtain adequate capital, it could be forced to cease
operations.  The ability of the Company to continue as a going concern is also
dependent upon its ability to successfully seek out and consummate an
agreement with an existing operating company, or secure other sources of
financing such that it may commence profitable operations."

    If we are not able to secure necessary funding or to consummate a
successful acquisition or merger, we may be forced to cease operations.  You
are encouraged to read Note 3 to financial statements included herewith.
<page>                               8

    Discretionary Use of Proceeds

    We are not currently engaged in any substantive business activities other
than looking for and investigating business opportunities.  Accordingly,
management has broad discretion with respect to the potential acquisition of
assets, property or business.  Although management intends to apply any
proceeds it may receive through the future issuance of stock or debt to a
suitable acquired business, we will have broad discretion in applying these
funds. There can be no assurance that our use or allocation of such proceeds
will allow it to achieve its business objectives.

    No Substantive Disclosure Relating to Prospective Acquisitions

    Because we have not yet identified any specific industry, assets or
business that we may seek, potential investors in our securities will have no
substantive information upon which to base a decision whether to invest in our
securities until such a transaction is completed.  Prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which we may acquire.  Potential
investors would have access to significantly more information if we had
already identified a potential acquisition or if the acquisition target had
made an offering of its securities directly to the public.

    Future Acquisition or Merger May Result in Substantial Dilution

    We are currently authorized to issued 50,000,000 shares of common stock,
of which 20,000,000 shares are outstanding as of the date hereof.  The
issuance of additional shares in connection with any acquisition or merger
transaction or the raising of capital may result in substantial dilution of
the holdings of current shareholders.

    Management Will Devote Only Minimal Time to our Business

    Presently, our three directors have other full time obligations and will
devote only such time to our business as necessary to maintain our viability.
Thus, because of management's other time commitments, together with the fact
that we have no business operations, management anticipates that it will
devote only a minimal amount of time to our activities, at least until such
time as we have identified a suitable acquisition candidate.

    Effective Voting Control Held by Directors

    Our directors own in the aggregate approximately 69% of our outstanding
voting securities.  Only two other shareholders own in excess of 5%.
Accordingly, the current directors will have the ability to elect all of our
directors, who in turn elect all executive officers, without regard to the
votes of other shareholders.

    No active market for our common stock

    Our common stock has only recently been listed and there has not been an
active trading market in the shares.  There can be no assurance that any such
market will ever develop or be maintained.  Any trading market for the common
stock that may develop will most likely be very volatile, and numerous factors
beyond our control may have a significant effect on the market.  Only
companies that report their current financial information to the SEC may have
their securities included on the OTC Bulletin Board. Therefore, in the event
that we lose this status as a "reporting issuer," any future quotation of our
common stock on the OTC Bulletin Board would be jeopardized.

<page>                               9

Item 2.      Description of Property

    We do not presently own any property.


Item 3.        Legal Proceedings

    There are no material pending legal proceedings to which Ocean Express
Lines, or any  subsidiary thereof,  is a party or to which any of our property
is subject and, to the best of our knowledge, no such actions against us are
contemplated or threatened.


Item 4.        Submission of Matters to a Vote of Security Holders

    No matters were submitted to a vote of our securities holders during the
fourth quarter of the fiscal year ended December 31, 2002.


                                 PART II

Item 5.        Market for Common Equity and Related Stockholder Matters

    Our common stock became eligible to be traded in the over-the-counter
market in November 2002.  Quotations are published on the OTC Bulletin Board
under the symbol "OEXL" and in the National Quotation Bureau, Inc. ("NQB")
"Pink Sheets" under Ocean Express Lines, Inc.  Because our shares were only
recently included on the OTC Bulletin Board, there is no history of reported
trades in the public market.

    The ability of an individual shareholder to trade their shares in a
particular state may be subject to various rules and regulations of that
state.  A number of states require that an issuer's securities be registered
in their state or appropriately exempted from registration before the
securities are permitted to trade in that state.  Presently, we have no plans
to register our securities in any particular state.  It is most likely that
our  shares will be subject to the provisions of Section 15(g) and Rule 15g-9
of the Exchange Act, commonly referred to as the "penny stock" rule.  Section
15(g) sets forth certain requirements for transactions in penny stocks and
Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in
Rule 3a51-1 of the Exchange Act.
    The SEC generally defines penny stock to be any equity security that has a
market price less than $5.00 per share, subject to certain exceptions.  Rule
3a51-1 provides that any equity security is considered to be a penny stock
unless that security is:

    *    registered and traded on a national securities exchange meeting
         specified criteria set by the SEC;
    *    authorized for quotation on The NASDAQ Stock Market;
    *    issued by a registered investment company;
    *    excluded from the definition on the basis of price (at least $5.00
         per share) or the issuer's net tangible assets; or
    *    exempted from the definition by the SEC.

    If our shares are deemed to be a penny stock, trading in the shares will
be subject to additional sales practice requirements on broker-dealers who
sell penny stocks to persons other than established customers and accredited
investors, generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse.

    For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
<page>                               10
have received the purchaser's written consent to the transaction prior to the
purchase.  Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market.  A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities.
Finally, monthly statements must be sent disclosing recent price information
for the penny stocks held in the account and information on the limited market
in penny stocks.  Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in our common stock and may
affect the ability of shareholders to sell their shares.

    As of March 27, 2003 there were approximately 99 holders of record of our
common stock.  Because all of our outstanding shares of common stock were
issued pursuant to  exemptions under the 1933 Act, we have considered all
outstanding shares as restricted securities.  Corporate records indicate that
all of the issued and outstanding shares were issued between 1971 and 1999 in
various, isolated transactions.  We have relied upon the exemption provided by
Section 4(2) of the 1933 Act in the private issuance of shares.  To the best
of our knowledge, no private placement memorandum was used in relation to the
issuance of shares.

    Under Rule 144(k) of the 1933 Act, the requirements of paragraphs (c),
(e), (f), and (h) of Rule 144 do not apply to restricted securities sold for
the account of a person who is not an affiliate of an issuer at the time of
the sale and has not been an affiliate during the preceding three months,
provided the securities have been beneficially owned by the seller for a
period of at least two years prior to their sale.  Thus of the total
outstanding shares, 2,934,351 shares are considered freely tradeable pursuant
to Rule 144(k) and may be sold, transferred or otherwise traded in the public
market without restriction, unless held by an affiliate or controlling
shareholder.  For purposes of this report only, a controlling shareholder is
considered to be a person owning ten percent (10%) or more of our total
outstanding shares, or is otherwise deemed an affiliate.  No individual person
owning a portion of the 2,934,351 shares owns more than five percent (5%) of
the total outstanding shares.

    The remaining 17,065,649 shares are considered restricted securities and
presently held by four shareholders.  All of the restricted shares are
presently eligible for sale pursuant to the provisions of Rule 144, subject to
the volume and other limitations set forth under Rule 144.

    Under the provisions of Rule 144 of the Securities Act of 1933, restricted
securities may be sold into the public market, subject to holding period,
volume and other limitations set forth under the Rule.  In general, under Rule
144 as currently in effect, a person (or persons whose shares are aggregated)
who has beneficially owned restricted shares for at least one year, including
any person who may be deemed to be an "affiliate" (as the term "affiliate" is
defined under the Securities Act), is entitled to sell, within any three-month
period, an amount of shares that does not exceed the greater of

    *    the average weekly trading volume in the common stock, as reported
         through the automated quotation system of a registered securities
         association, during the four calendar weeks preceding such sale, or
    *    1% of the shares then outstanding.

    In order for a shareholder to rely on Rule 144, we must have available
adequate current public information with respect to our business and financial
status.  A person who is not deemed to be an "affiliate" and has not been an
affiliate for the most recent three months, and who has held restricted shares
for at least two years would be entitled to sell such shares under Rule 144(k)
without regard to the various resale limitations of Rule 144.
<page>                               11

Dividend Policy

    We have not declared or paid cash dividends or made distributions in the
past on our common stock, and we do not anticipate that we will pay cash
dividends or make distributions in the foreseeable future.  We currently
intend to retain and invest future earnings to finance operations.


Item 6.        Management's Discussion and Analysis or Plan of Operation

    The following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-KSB.

    We are considered a development stage company with no assets or capital
and with no material operations or income.  The costs and expenses associated
with the preparation and filing of this report and other reports and our
registration statement in 2002 have been paid for by advances from
shareholders, which are evidenced on our financial statements as accounts
payable-related parties.  It is anticipated that we will require only nominal
capital to maintain our corporate viability and necessary funds will most
likely be provided by our officers and directors in the immediate future.
However, unless we are able to facilitate an acquisition of or merger with an
operating business or are able to obtain significant outside financing, there
is substantial doubt about our ability to continue as a going concern.

    In the opinion of management, inflation has not and will not have a
material effect on our operations until such time as we successfully complete
an acquisition or merger.  At that time, management will evaluate the possible
effects of inflation related to our business and operations.

Plan of Operation

    During the next 12 months, we will actively seek out and investigate
possible business opportunities with the intent to acquire or merge with one
or more business ventures.  In our search for business opportunities,
management will follow the procedures outlined in Item 1 above.  Because we
lack funds, it may be necessary for our officers and directors to either
advance funds to us or to accrue expenses until such time as a successful
business consolidation can be made.  Management intends to hold expenses to a
minimum and to obtain services on a contingency basis when possible.  Further,
our directors will defer any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business opportunity
provide their remuneration.  However, if engage outside advisors or
consultants in our search for business opportunities, it may be necessary for
us to attempt to raise additional funds.  As of the date hereof, we have not
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital.  In the event we do need to raise
capital, most likely the only method available to us would be the private sale
of our securities.  Because of our nature as a development stage company, it
is unlikely that we could make a public sale of securities or be able to
borrow any significant sum from either a commercial or private lender.  There
can be no assurance that we will be able to obtain additional funding when and
if needed, or that such funding, if available, can be obtained on acceptable
terms.

    We do not intend to use any employees, with the possible exception of
part-time clerical assistance on an as-needed basis.  Outside advisors or
consultants will be used only if they can be obtained for minimal cost or on a
deferred payment basis.  Management is confident that it will be able to
operate in this manner and to continue its search for business opportunities
during the next twelve months.
<page>                               12

Net Operating Loss

    We have accumulated approximately $29,900 of net operating loss
carryforwards as of December 31, 2002.  This loss carry forward may be offset
against taxable income and income taxes in future years and expires in the
year 2022.  The use of these losses to reduce future income taxes will depend
on the generation of sufficient taxable income prior to the expiration of the
net operating loss carryforwards.  In the event of certain changes in control,
there will be an annual limitation on the amount of net operating loss
carryforwards which can be used.  No tax benefit has been reported in the
financial statements for the year ended December 31, 2002 because it has been
fully offset by a valuation reserve.  The use of future tax benefit is
undeterminable because we presently have no operations.

Forward-Looking and Cautionary Statements

    This report on Form 10-KSB includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, and Section 21E of
the Securities Exchange Act of 1934. These forward-looking statements may
relate to such matters as anticipated financial performance, future revenues
or earnings, business prospects, projected ventures, new products and
services, anticipated market performance and similar matters. When used in
this report, the words "may," "will," expect," anticipate," "continue,"
"estimate," "project," "intend," and similar expressions are intended to
identify forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
regarding events, conditions, and financial trends that may affect our future
plans of operations, business strategy, operating results, and financial
position. We caution readers that a variety of factors could cause our actual
results to differ materially from the anticipated results or other matters
expressed in forward-looking statements. These risks and uncertainties, many
of which are beyond our control, include:

    *    the sufficiency of existing capital resources and our ability to
         raise additional capital to fund cash requirements for future
         operations;
    *    uncertainties involved in the rate of growth of our business and
         acceptance of our products and services;
    *    volatility of the stock market, particularly within the technology
         sector; and
    *    general economic conditions.

    Although we believe the expectations reflected in these forward-looking
statements are reasonable, such expectations cannot guarantee future results,
levels of activity, performance or achievements.

Recent Accounting Pronouncements

    On August 16, 2001, the Financial Accounting Standards Board, or FASB,
issued Statement of Financial Accounting Standards (SFAS) SFAS No. 143,
Accounting for Asset Retirement Obligations," which is effective for fiscal
years beginning after June 15, 2002. It requires that obligations associated
with the retirement of a tangible long-lived asset be recorded as a liability
when those obligations are incurred, with the amount of the liability
initially measured at fair value. Upon initially recognizing an accrued
retirement obligation, an entity must capitalize the cost by recognizing an
increase in the carrying amount of the related long-lived asset. Over time,
the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset.
Upon settlement of the liability, an entity either settles the obligation for
its recorded amount or incurs a gain or loss upon settlement. Although we have
<page>                               13
not completed the process of determining the effect of this new accounting
pronouncement, it  currently expects that the effect of SFAS No. 143 on the
consolidated financial statements, when it becomes effective, will not be
significant.

    In October 2001, the FASB issued SFAS 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. Although SFAS
144 supersedes SFAS 121, it retains many of the fundamental provisions of SFAS
121. SFAS 144 also supersedes the accounting and reporting provisions of
Accounting Principles Board Opinion No. 30, Reporting-the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for
the disposal of a segment of a business. However, it retains the requirement
in APB 30 to report separately discontinued operations and extends that
reporting to a component of an entity that either has been disposed of, by
sale, abandonment, or in a distribution to owners, or is classified as held
for sale. SFAS 144 is effective for fiscal years beginning after December 15,
2001 and interim periods within those fiscal years. Management believes the
adoption of SFAS 144 will not have a significant effect on our consolidated
financial statements.

    In April 2002, the FASB issued Statement No. 145 "Rescission of FASB
Statements No. 4, 44, and 62, Amendment of FASB Statement No. 13, and
Technical Corrections" (SFAS 145). SFAS 145 will require gains and losses on
extinguishments of debt to be classified as income or loss from continuing
operations rather than as extraordinary items as previously required under
Statement of Financial Accounting Standards No. 4 (SFAS 4).  Extraordinary
treatment will be required for certain extinguishments as provided in APB
Opinion No. 30. SFAS 145 also amends Statement of Financial Accounting
Standards No. 13 to require certain modifications to capital leases be treated
as a sale-leaseback and modifies the accounting for sub-leases when the
original lessee remains a secondary obligor (or guarantor).  SFAS 145 is
effective for financial statements issued after May 15, 2002, and with respect
to the impact of the reporting requirements of changes made to SFAS 4 for
fiscal years beginning after May 15, 2002. The adoption of the applicable
provisions of SFAS 145 did not have an effect on our financial statements.

    In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS 146 nullifies Emerging
Issues Task Force Issue No. 94-3 "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)."  SFAS 146 applies to costs associated
with an exit activity that does not involve an entity newly acquired in a
business combination or with a disposal activity covered by SFAS 144.  SFAS
146 is effective for exit or disposal activities that are initiated after
December 31, 2002, with earlier application encouraged. Management is
currently reviewing SFAS 146.

    In October 2002, the FASB issued Statement No. 147 "Acquisitions of
Certain Financial Institutions - an amendment of FASB Statements No. 72 and
144 and FASB Interpretation No. 9" (SFAS 147).  SFAS 147 removes acquisitions
of financial institutions from the scope of both Statement 72 and
Interpretation 9 and requires that those transactions be accounted for in
accordance with FASB Statements No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets. Thus, the requirement in paragraph 5 of
Statement 72 to recognize (and subsequently amortize) any excess of the fair
value of liabilities assumed over the fair value of tangible and identifiable
intangible assets acquired as an unidentifiable intangible asset no longer
applies to acquisitions within the scope of this Statement. In addition, this
Statement amends FASB Statement No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, to include in its scope long-term customer-
<page>                               14
relationship intangible assets of financial institutions such as depositor-
and borrower-relationship intangible assets and credit cardholder intangible
assets. Consequently, those intangible assets are subject to the same
undiscounted cash flow recoverability test and impairment loss recognition and
measurement provisions that Statement 144 requires for other long-lived assets
that are held and used.  SFAS 147 is effective October 1, 2002.  Management
does not expect that the adoption of SFAS 147 will have a material effect on
its consolidated financial statements.

    In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-
Based Compensation -- Transition and Disclosure"(SFAS 148"). SFAS 148 amends
SFAS No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123"), to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require
prominent disclosures in both annual and interim financial statements about
the method of accounting for stock-based employee compensation and the effect
of the method used on reported results. SFAS 148 is effective for fiscal years
beginning after December 15, 2002. The interim disclosure provisions are
effective for financial reports containing financial statements for interim
periods beginning after December 15, 2002. Management is currently evaluating
the effect that the adoption of SFAS 148 will have on its results of
operations and financial condition.


Item 7.        Financial Statements

    Financial statements for the fiscal years ended December 31,2002 and 2001
have been examined to the extent indicated in their reports by H J &
Associates, LLC, independent certified public accountants and have been
prepared in accordance with generally accepted accounting principles and
pursuant to Regulation S-B as promulgated by the SEC.  The aforementioned
financial statements are included herein under starting with page F-1.


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

    We have not had any disagreements with our certified public accountants
with respect  to accounting practices or procedures of financial disclosures.


                                PART III

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

    The following table sets forth the names, ages, and offices held by our
directors and executive officers:

     Name                    Age         Position
     H. Deworth Williams     66        President, C.E.O. and Director
     Edward F. Cowle         45        Secretary and Director
     Bobbi Heywood           29        Treasurer and Director
___________________________

    All directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected and qualified.  There are no
agreements with respect to the election of directors.  We have not compensated
our directors for service on the Board of Directors or any committee thereof,
but directors are entitled to be reimbursed for expenses incurred for
attendance at meetings of the Board and any committee of the Board.  However,
<page>                               15
due to our lack of funds, directors will defer their expenses and any
compensation until such time as we can consummate a successful acquisition or
merger.  As of the date hereof, no director has accrued any expenses or
compensation.  Officers are appointed annually by the Board and each executive
officer serves at the discretion of the Board.  We do not have any standing
committees.

    None of our directors are currently, nor for the past three years have
been, a director of a "shell" or "blank check" company or other corporation
that is actively pursuing acquisitions or mergers, except as set forth below
in their respective resumes.

    No director, officer, affiliate or promoter has, within the past five
years, filed any bankruptcy petition, been convicted in or been the subject of
any pending criminal proceedings, or is any such person the subject or any
order, judgment, or decree involving the violation of any state or federal
securities laws.

    Our present directors have other full-time employment or sources of income
and will routinely devote only such time to our business necessary to maintain
our viability.  It is estimated that each director will devote less than ten
hours per month to our activities.  The directors will, when the situation
requires, review potential business opportunities or actively participate in
negotiations for a potential merger or acquisition on an as-needed-basis.
    Currently, there is no arrangement, agreement or understanding between
management and non-management shareholders under which non-management
shareholders may directly or indirectly participate in or influence the
management of our affairs.  Present management openly accepts and appreciates
any input or suggestions from shareholders.  However, the Board of Directors
is elected by the shareholders and the shareholders have the ultimate say in
who represents them on the Board.  There are no agreements or understandings
for any officer or director to resign at the request of another person and
none of the current offers or directors are acting on behalf of, or will act
at the direction of any other person.

    The business experience of each of the persons listed above during the
past five years is as follows:

    H. Deworth Williams.  Mr. Williams was appointed President following the
resignation of Geoff Williams in January 2003.  Mr. Williams is the owner of
Williams Investment Company and has been a financial consultant for more than
thirty years. During this time, Mr. Williams has been instrumental in
facilitating and completing several mergers, acquisitions, business
consolidations and underwritings.  Since 1994, he has been a director of Laser
Technology, Inc., a publicly traded company located in Englewood, Colorado
that manufacture and markets precision laser measurement devices.  In March
2000, Mr. Williams agreed to a Commission order not cause any violations of
Section 13(a) of the Securities Exchange Act of 1934.  Mr. Williams is the
father of Geoff Williams, our former President.

    Mr. Williams has also served as President and a director of Energy
Producing Technology, Inc., a blank check company, from 2001 to the present.

    Edward F. Cowle.  Mr. Cowle has been self employed in financial public
relations from 1994 to the present, assisting public companies with financial
and investment banking activities. From 1992 to 1994, Mr. Cowle was a Senior
Vice President-Investments with Paine Webber in New York City and from 1991 to
1992, he was a Registered Representative with Bear Stearns & Company, also in
New York City.  Since 2000, he has also been a director of Laser Technology,
Inc.  Mr. Cowle graduated from Fairleigh Dickinson University in Madison, New
Jersey in 1978 with a B.A. Degree in English, American Studies. Mr. Cowle also
attended Vermont Law School in South Royalton, Vermont from 1978 to 1979.
<page>                               16

    Mr. Cowle has been an executive officer and director of the following
companies that may be deemed blank check companies: Big Flash Corporation
(President and Chairman of the Board from 1999 to the present;  Calypso
Financial Services, Inc. (President and Chairman of the Board from 1999 to the
present); Eastgate Acquisition Corp., now known as Talavera's Fine Furniture
(Secretary and director from 1999 to 2001 and President from 2001 to the
present); and Westgate Acquisitions Corp. (Secretary and director from 1999 to
2001 and President from 2001 to the present).

    Bobbi Heywood.  Ms. Heywood became Treasurer and a director of the Company
in February 2003.  From 2000 to the present, Ms. Heywood has been an office
manager with Williams Investments Company in Salt Lake City, Utah.  From 1998
to 2000, Ms. Heywood was office manager of Mountain State Tile, a tile company
located in Sandy, Utah, and from 1997 to 1998, she was project manager with
Scandia Construction, Inc. in St. George, Utah.  Ms. Heywood also worked as an
office manager for Silver Spur Painting in St. George, Utah from 1996 to
1997.  Ms. Heywood has attended Dixie College in St. George, Utah and Salt
Lake Community College.

    Ms. Heywood has also been an executive officer and/or director of  the
following companies, each of which is considered a blank check company: Grant
Ventures, Inc. (Treasurer and director from July 2001 to the present); and
RAKO Capital Corporation (Secretary and director from February 2001 to
December 2002).

Former Director

    Geoff Williams.  Mr. Williams became a director and President in February
2000.  In February 2003, Mr. Williams resigned as President and a director.
From 1994 to the present, Mr. Williams has been a representative of Williams
Investments Company, a Salt Lake City, Utah financial consulting firm involved
in facilitating mergers, acquisitions, business consolidations and financings.
 He is presently and has been since 1999, a director of Consolidated Travel
Systems, Inc., a company actively seeking acquisitions or merger candidates.
Mr. Williams attended the University of Utah and California Institute of the
Arts.

    Mr. Williams has been an executive officer and director of the following
companies that may be deemed blank check companies:  Calypso Financial
Services, Inc. (Secretary and director from 1999 to the present); Consolidated
Travel Systems, Inc. (Director since August 1999 and President from February
2001 to the present); Eastgate Acquisition Corp., now known as Talavera's Fine
Furniture  (Secretary and director from 1999 to the present); Grant Ventures,
Inc. (Secretary and director from 1999 to the present); RAKO Capital
Corporation (President and director from June 2001 to December 2002); and
Westgate Acquisitions Corp. (Secretary and director from 1999 to the present).


Item 10.    Executive Compensation

    We have not had a bonus, profit sharing, or deferred compensation plan for
the benefit of employees, officers or directors.  We have not paid any
salaries or other compensation to officers, directors or employees for the
years ended December 31, 2002 and 2001.  Further, we have not entered into an
employment agreement with any of our officers, directors or any other persons
and no such agreements are anticipated in the immediate future.  It is
intended that our directors will defer any compensation until such time as an
acquisition or merger can be accomplished and will strive to have the business
opportunity provide their remuneration.  As of the date hereof, no person has
accrued any compensation.
<page>                               17


Item 11.    Security Ownership of Certain Beneficial Owners and Management

    The following table sets forth information, to the best of our knowledge,
as of March 27, 2003, with respect to each person known by us to own
beneficially more than 5% of the outstanding common stock, each director and
all directors and officers as a group.

Name and Address                  Amount and Nature of        Percent
of Beneficial Owner               Beneficial Ownership       of Class(1)
-------------------               --------------------       -----------
H. Deworth Williams*                  13,762,995(2)             68.8%
  54 West 400 South, Suite 220
  Salt Lake City, UT 84101
Edward F. Cowle*                          13,654                 0.1%
  6 East 45th Street, 10th Floor
  New York, NY 10017
Geoff Williams                         2,254,000                11.3%
  54 West 400 South, Suite 220
  Salt Lake City, UT 84101
James Ruzicka                          1,035,000                 5.2%
  c/o 54 West 400 South, Suite 220
  Salt Lake City, UT 84101
All directors and officers            13,776,649                68.9%
  a group (3 persons)
____________________
    *    Director and/or executive officer

    Note:    Unless otherwise indicated in the footnotes below, we have been
             advised that each person above has sole voting power over the
             shares indicated above.

    (1)      Based upon 20,000,000 shares of common stock outstanding on
             December 31, 2002.
    (2)      Includes 13,749,824,000 in the registered name of Williams
             Investment Company, of which Mr. Williams is the principal owner.


Item 12.    Certain Relationships and Related Transactions

    There have been no material transactions during the past two fiscal years
between us and any officer, director, nominee for election as director, or any
shareholder owning greater than 5% of our outstanding shares, nor any member
of the above referenced individuals' immediate family.

    Our officers and directors are subject to the doctrine of corporate
opportunities only insofar as it applies to business opportunities in which we
have indicated an interest, either through a proposed business plan or by way
of an express statement of interest contained in our minutes.  If directors
are presented with business opportunities that may conflict with business
interests identified by us, such opportunities must be promptly disclosed to
the Board of Directors and made available to us.  In the event the Board shall
reject an opportunity so presented and only in that event, any of our officers
or directors may avail themselves of such an opportunity.  Every effort will
be made to resolve any conflicts that may arise in favor of us.  There can be
no assurance, however, that these efforts will be successful.

    In the event of a successful acquisition or merger, a finder's fee, in the
form of cash or securities, may be paid to persons instrumental in
facilitating the transaction.  We have not established any criteria or limits
for the determination of a finder's fee, although it is likely that an
appropriate fee will be based upon negotiations by us and the appropriate
<page>                               18
business opportunity and the finder.  Such fees are estimated to be
customarily between 1% and 5% of the size of the transaction, based upon a
sliding scale of the amount involved.  Management cannot at this time make an
estimate as to the type or amount of a potential finder's fee that might be
paid, but is expected to be comparable to consideration normally paid in like
transactions.  It is unlikely that a finder's fee will be paid to an affiliate
because of the potential conflict of interest that might result.  Any such fee
would have to be approved by the shareholders or a disinterested Board of
Directors.  See Item 1 "Description of Business - Form of Potential
Acquisition or Merger" above.


Item 13.        Exhibits and Reports on Form 8-K

    (a)    Exhibits

Exhibit No.              Exhibit Name
     *3.1     Certificate of Incorporation and all amendments thereto
     *3.2     By-Laws
     *4.1     Instrument defining rights of holders (See Exhibit 3.1 -
              Certificate of Incorporation , Article 2)
    *16.1     Letter regarding change in certifying accountant
     99.1     Certification of C.E.O. Pursuant to 18 U.S.C. Section 1350, as
              Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
              2002
     99.2     Certification of Principal Accounting Officer Pursuant to 18
              U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002

    *    Previously filed as Exhibit to Form 10-SB dated July 3, 2001

    (b)    No report on Form 8-K was during the three month period ended
           December 31, 2002.


Item 14.    Controls and Procedures

    Evaluation of Disclosure Controls and Procedures.  Based on an evaluation
under the supervision and with the participation of our management as of a
date within 90 days of the filing date of this Annual Report on Form 10-KSB,
our principal executive officer and principal financial officer have concluded
that our disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934, are effective to ensure
that information required to be disclosed in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms.

    Changes in Internal Controls.  There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.  There were no
significant deficiencies or material weaknesses, and therefore there were no
corrective actions taken.  However, the design of any system of controls is
based in part upon certain assumptions about the likelihood of future events
and there is no certainty that any design will succeed in achieving its stated
goal under all potential future considerations, regardless of how remote.


                                SIGNATURES

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

                                               Ocean Express Lines, Inc.
<page>                               19



                                        By:     /S/ H. DEWORTH WILLIAMS
                                                -----------------------
                                                H. Deworth Williams
President and C.E.O.

Dated:   April 8, 2003


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

          Signature                 Title                         Date


                                     President, C.E.O. and    April 8, 2003
/S/ H. DEWORTH WILLIAMS                 Director
--------------------
H. Deworth Williams



                                     Secretary and Director   April 8, 2003
/S/ EDWARD F. COWLE                  Principal Accounting
--------------------                 Officer
Edward F. Cowle


                                     Treasurer and Director   April 8, 2003
/S/ BOBBI HEYWOOD
--------------------
Bobbi Heywood



Certifications

                        CERTIFICATION PURSUANT TO
                SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

    I, H. Deworth Williams, Chief Executive Officer of the Ocean Express
Lines, Inc. (the "registrant"), certify that:

    1.    I have reviewed this annual report on Form 10-KSB of Ocean Express
Lines, Inc.;

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

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

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

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

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

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

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

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

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

    6.    The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:   April 8, 2003


/s/   H. DEWORTH WILLIAMS

H. Deworth Williams
Chief Executive Officer


<page>                               20



                       CERTIFICATION PURSUANT TO
                SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

    I, Edward F. Cowle, Principal Accounting Officer of the Ocean Express
Lines, Inc. (the "registrant"), certify that:

    1.    I have reviewed this annual report on Form 10-KSB of Ocean Express
Lines, Inc.;

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

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

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

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

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

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

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

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

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

    6.    The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:   April 8, 2003


/s/   EDWARD F. COWLE

Edward F. Cowle
Principal Accounting Officer

<page>                               22



                        OCEAN EXPRESS LINES, INC.
                      (A Development Stage Company)

                          FINANCIAL STATEMENTS

                           December 31, 2002



                            C O N T E N T S


Independent Auditors' Report                                     2

Balance Sheet                                                    3

Statements of Operations                                         4

Statements of Stockholders' Equity (Deficit)                     5

Statements of Cash Flows                                         7

Notes to the Financial Statements                                8



    INDEPENDENT AUDITORS' REPORT


The Board of Directors
Ocean Express Lines, Inc.
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying balance sheet of Ocean Express Lines, Inc. (a
development stage company), as of December 31, 2002, and the related
statements of operations, stockholders' equity (deficit), and cash flows for
the years ended December 31, 2002 and 2001 and from inception of the
development stage on July 31, 1987 through December 31, 2002.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ocean Express Lines, Inc. (a
development stage company) as of December 31, 2002 and the results of its
operations and its cash flows for the years ended December 31, 2002 and 2001,
and from inception of the development stage on July 31, 1987 through December
31, 2002 in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company is a development stage company with a
deficit in working capital, shareholders' deficit, and no significant
operating results to date, which together raise substantial doubt about its
ability to continue as a going concern.  Management's plans in regard to these
matters are also described in Note 3.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
March 5, 2003



<page>                             F-2

                         OCEAN EXPRESS LINES, INC.
                       (A Development Stage Company)
                               Balance Sheet
<table>
                                  ASSETS
                                  ------
                                                                December 31,
                                                                    2002
                                                                ------------

                                                            <c>
CURRENT ASSETS                                                  $          -
                                                                ------------
  Total Current Assets                                          $          -
                                                                ------------
    TOTAL ASSETS                                                $          -
                                                                ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES

  Accounts payable                                              $      4,922
  Accounts payable related party                                      11,360
                                                                ------------
    Total Current Liabilities                                         16,282
                                                                ------------
    Total Liabilities                                                 16,282
                                                                ------------
STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock: $0.0001 par value; authorized 50,000,000
   shares; 20,000,000 shares issued and outstanding                    2,000
  Additional paid-in capital                                         220,725
  Deficit accumulated prior to the development stage                (151,800)
  Deficit accumulated during the development stage                   (87,207)
                                                                ------------
    Total Stockholders' Equity (Deficit)                             (16,282)
                                                                ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
    (DEFICIT)                                                   $          -
                                                                ============

</table>
The accompanying notes are an integral part of these financial statements.

<page>                             F-3



                        OCEAN EXPRESS LINES, INC.
                      (A Development Stage Company)
                        Statements of Operations
<table>
                                                             From
                                                        Inception of the
                                                          Development
                                                            Stage on
                                For the Years Ended         July 31
                                    December 31,          1987 Through
                              ------------------------    December 31,
                                 2002          2001          2002
                              ----------    ----------    ----------

                          <c>           <c>           <c>
REVENUES                      $        -    $        -    $        -

EXPENSES                           8,842         4,063        26,282
                              ----------    ----------    ----------
LOSS FROM OPERATIONS          $   (8,842)   $   (4,063)    $ (26,282)
                              ==========    ==========    ==========
LOSS FROM DISCONTINUED OPERATIONS
(Note 5)                               -             -       (60,925)
                              ----------    ----------    ----------
NET LOSS                      $   (8,842)   $   (4,063)   $  (87,207)
                              ==========    ==========    ==========
BASIC LOSS PER SHARE          $    (0.00)   $    (0.00)
                              ==========    ==========
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING           20,000,000    20,000,000
                              ==========    ==========

</table>
The accompanying notes are an integral part of these financial statements.

<page>                             F-4



                         OCEAN EXPRESS LINES, INC.
                      (A Development Stage Company)
               Statements of Stockholders' Equity (Deficit)
<table>
                                                                   Deficit
                                                                 Accumulated
                                   Common Stock      Additional  During the
                              ---------------------   Paid-In    Development
                                Shares      Amount     Capital      Stage
                              ---------   ---------   ---------   ---------

                          <c>         <c>         <c>         <c>
Balance from inception of
  the development stage
  of July 31, 1987              250,083   $      25   $ 151,775   $(151,800)

Issuance of common stock
  for mining claims at
  predecessor cost of $0.00     579,104          58         (58)          -

Capital contributed to cover
  operating expenses                  -           -       2,425           -

Net loss for the period from
  August 1, 1987 through
  December 31, 1989                   -           -           -      (2,425)
                              ---------   ---------   ---------   ---------

Balance, December 31, 1989      829,187          83     154,142    (154,225)

Capital contributed to cover
  operating expenses                  -           -       1,000           -

Net loss for the year ended
  December 31 1990                    -           -           -      (1,000)
                              ---------   ---------   ---------   ---------
Balance, December 31, 1990      829,187          83     155,142    (155,225)

Common shares cancelled        (329,022)        (33)         33           -

Common shares issued in
  acquisition of Ocean
  Express Lines, Inc.         5,750,000         575      56,925           -

Net loss for the period from
  January 1, 1991 through
  December 31, 1998                   -           -           -     (57,500)
                              ---------   ---------   ---------   ---------
Balance, December 31, 1998    6,250,165   $     625   $ 212,100   $(212,725)
                              ---------   ---------   ---------   ---------

</table>
The accompanying notes are an integral part of these financial statements.

<page>                             F-5



                         OCEAN EXPRESS LINES, INC.
                      (A Development Stage Company)
               Statements of Stockholders' Equity (Deficit)
<table>
                                                                   Deficit
                                                                 Accumulated
                                   Common Stock      Additional  During the
                              ---------------------   Paid-In    Development
                                Shares      Amount     Capital      Stage
                              ---------   ---------   ---------   ---------

                          <c>         <c>         <c>         <c>
Balance, December 31, 1998    6,250,165   $     625   $ 212,100   $(212,725)

Common shares issued per
  court order at $0.0008 per
  share for conversion of
  debt on December 16, 1999  13,749,835       1,375       8,625           -

Net loss for the year ended
  December 31, 1999                   -           -           -     (10,000)
                              ---------   ---------   ---------   ---------
Balance, December 31, 1999   20,000,000       2,000     220,725    (222,725)

Net loss for the year ended
  December 31, 2000                   -           -           -      (3,377)
                              ---------   ---------   ---------   ---------
Balance, December 31, 2000   20,000,000       2,000     220,725    (226,102)

Net loss for the year ended
  December 31, 2001                   -           -           -      (4,063)
                              ---------   ---------   ---------   ---------
Balance, December 31, 2001   20,000,000       2,000     220,725    (230,165)

Net loss for the year ended
  December 31, 2002                   -           -           -      (8,842)
                              ---------   ---------   ---------   ---------
Balance, December 31, 2002   20,000,000   $   2,000   $ 220,725   $(239,007)
                             ==========   =========   =========   =========


Deficit accumulated prior to the development stage                $(151,800)
Deficit accumulated during the development stage                  $ (87,207)
                                                                  ---------
                                                                  $(239,007)
                                                                  =========

</table>
The accompanying notes are an integral part of these financial statements.

<page>                             F-6



                           OCEAN EXPRESS LINES, INC.
                        (A Development Stage Company)
                          Statements of Cash Flows
<table>
                                                                              From
                                                                         Inception of the
                                                                           Development
                                                                             Stage on
                                                 For the Years Ended          July 31,
                                                    December 31,           1987 Through
                                                ------------------------    December 31,
                                                   2002          2001          2002
                                                ----------    ----------    ----------

                                            <c>           <c>           <c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                        $   (8,842)   $   (4,063)   $  (87,207)
Adjustments to reconcile net loss to net cash used
  by operating activities:
  Loss on common stock issued for subsidiary             -             -        57,500
Changes in operating assets and liabilities:
  Increase in accounts payable                       1,922         1,400        14,922
  Increase in accounts payable - related party       6,920         2,663        11,360

                                                ----------    ----------    ----------
    Net Cash Used by Operating Activities                -             -        (3,425)

CASH FLOWS FROM INVESTING ACTIVITIES                     -             -             -
                                                ----------    ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES

  Contribution of capital by shareholders                -             -         3,425
                                                ----------    ----------    ----------
    Net Cash Provided by Financing Activities            -             -         3,425
                                                ----------    ----------    ----------
CHANGE IN CASH                                           -             -             -
                                                ----------    ----------    ----------
CASH AT BEGINNING OF PERIOD                              -             -             -
                                                ----------    ----------    ----------
CASH AT END OF PERIOD                           $        -    $        -    $        -
                                                ==========    ==========    ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
    INFORMATION:

Cash paid during the year for:

  Interest                                      $        -    $        -    $        -
  Income taxes                                  $        -    $        -    $        -

NON-CASH FINANCING AND INVESTING
    ACTIVITIES:

  Common stock issued in acquisition            $        -    $        -    $   57,500
  Common stock issued for conversion of debt    $        -    $        -    $   10,000

</table>
The accompanying notes are an integral part of these financial statements.

<page>                             F-7



                          OCEAN EXPRESS LINES, INC.
                        (A Development Stage Company)
                      Notes to the Financial Statements
                         December 31, 2002 and 2001


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a.  Business and Organization

         Ocean Express Lines, Inc. (The Company) was incorporated in the state
         of Idaho on May 6, 1971 under the name Hall Mt. Silver Mines, Inc. In
         June, 1989, the Company changed its name to Network Videotex Systems,
         Inc, and in November of 1989, changed its name again to Wessex
         International, Inc.  In May, 1991, the Company acquired Ocean Express
         Lines, Inc., a Florida corporation (Florida), and changed its name to
         Ocean Express Lines, Inc.  In 1994 Florida was dissolved, and as of
         December 31, 2002 the Company had no investments in subsidiaries.

         For a short time after its inception, the Company's primary operating
         focus was mining properties and claims.  In July, 1987, the Company
         re-entered the development stage. The Company has been inactive since
         that time.

         In April 1991, the Company consummated an acquisition agreement with
         Ocean Express Lines, Inc., a Florida corporation, with the intention
         of operating a shipping business (See Note 2).  The Company was
         unsuccessful in obtaining the necessary financing to pursue this
         business opportunity, and disposed of the assets and operations of
         this company later in the same year.  Accordingly, the Company
         remained in the development stage during this period.

         In March, 2000, the Company merged with Ocean Express Lines, Inc., a
         Nevada corporation (Nevada).  Nevada issued 20,000,000 shares of its
         common stock to the shareholders of the Company, in exchange for all
         of the shareholders' stock in the Company.  The Company is the
         surviving entity for accounting purposes, and Nevada is the surviving
         entity for legal purposes.  Nevada was organized on February 18,
         2000, and had no assets or liabilities at the time of merger.  The
         sole purpose of this transaction was to change the Company's
         corporate domicile from Idaho to Nevada.

         b.  Basic Loss Per Share

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

<page>                             F-8



                         OCEAN EXPRESS LINES, INC.
                        (A Development Stage Company)
                      Notes to the Financial Statements
                         December 31, 2002 and 2001


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

         b.  Basic Loss Per Share (Continued)

                                                 December 31,
                                         --------------------------
                                            2002            2001
                                         -----------    -----------
         Loss (numerator)                $    (8,842)   $    (4,063)
         Weighted average shares
         (denominator)                    20,000,000     20,000,000
                                         -----------    -----------
         Loss per share                  $     (0.00)   $     (0.00)
                                         ===========    ===========

         c. Use of Estimates

         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.

         d.  Provision for Taxes

         Deferred taxes are provided on a liability method whereby deferred
         tax assets are recognized for deductible temporary differences and
         operating loss and tax credit carryforwards and deferred tax
         liabilities are recognized for taxable temporary differences.
         Temporary differences are the differences between the reported
         amounts of assets and liabilities and their tax bases.  Deferred tax
         assets are reduced by a valuation allowance when, in the opinion of
         management, it is more likely than not that some portion or all of
         the deferred tax assets will be realized.  Deferred tax assets and
         liabilities are adjusted for the effects of changes in tax laws and
         rates on the date of enactment.

         Net deferred tax assets consist of the following components as of
         December 31, 2002 and 2001:

                                         2002            2001
                                      -----------    -----------
         Deferred tax assets:
           NOL Carryover              $    11,638    $     7,980

         Deferred tax liabilities:

         Valuation allowance              (11,638)        (7,980)
                                      -----------    -----------
         Net deferred tax asset       $         -    $         -

<page>                             F-9



                          OCEAN EXPRESS LINES, INC.
                        (A Development Stage Company)
                      Notes to the Financial Statements
                         December 31, 2002 and 2001


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

         d.  Provision for Taxes (Continued)

         The income tax provision differs from the amount of income tax
         determined by applying the U.S. federal income tax rate to pretax
         income from continuing operations for the years ended December 31,
         2002 and 2001 due to the following:

                                         2002             2001
                                      ------------    ------------
         Book Loss                    $     (3,448)   $       (308)
         State Tax Expense                    (100)              -
         Valuation allowance                 3,548             308
                                      ------------    ------------
                                      $          -    $          -
                                      ============    ============

         At December 31, 2002, the Company had net operating loss
         carryforwards of approximately $29,900 that may be offset against
         future taxable income from the year 2002 through 2022.  No tax
         benefit has been reported in the December 31, 2002 financial
         statements since the potential tax benefit is offset by valuation
         allowance of the same amount.

         Due to the change in ownership provisions of the Tax Reform Act of
         1986, net operating loss carryforwards for Federal income tax
         reporting purposes are subject to annual limitations.  Should a
         change in ownership occur, net operating loss carryforwards may be
         limited as to use in future years.

         e.  Revenue Recognition

         The Company currently has no source of revenues.  Revenue recognition
         policies will be determined when principal operations begin.

         f.  Newly Issued Accounting Pronouncements

         During the year ended December 31, 2002 the Company adopted the
         provisions of FASB Statement No. 146, "Accounting for Costs
         Associated with Exit or Disposal Activities," FASB Statement No. 147,
         "Acquisitions of Certain Financial Institutions - an amendment of
         FASB Statements No. 72 and 144 and FASB Interpretation No. 9," and
         FASB Statement No. 148, "Accounting for Stock-Based Compensation-
         Transition and Disclosure-an amendment of FASB Statement No. 123
         (SFAS 148)."  Management does not believe these pronouncements will
         have a material effect on the Company's financial statements.

<page>                             F-10



                          OCEAN EXPRESS LINES, INC.
                        (A Development Stage Company)
                      Notes to the Financial Statements
                         December 31, 2002 and 2001


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

         g.  Executive Compensation

         During the year ended December 31, 2002 various services were
         contributed to the Company by members of its Board of Directors.  The
         aggregate value of these contributed services was determined to be
         immaterial to the financial statements.

NOTE 2 - COMMON STOCK TRANSACTIONS

         In 1988, management acquired mining claims in exchange for 579,104
         shares of common stock, valued at predecessor cost of $0.  In 1989,
         the Company elected to forward-split its common stock on a one-for-
         three basis, and subsequently changed the par value of its shares
         from $0.10 to $0.01.  All references to common stock have been
         retroactively restated.

         In 1991, the Company consummated an agreement with Ocean Express
         Lines, Inc., a Florida company (Florida) under which the Company
         issued 5,750,000 shares of its common stock to the shareholders of
         Florida, in exchange for all the issued and outstanding shares of
         Florida.  The Company's shares were valued at par value on the merger
         date of $0.01 per share.  As an additional stipulation of the
         agreement, the Company also cancelled 329,022 shares of its common
         stock, leaving the balance of the Company's issued and outstanding
         common shares at 6,250,165 as of December 31, 1991.  Immediately
         prior to consummating this agreement, the Company reverse-split its
         common stock on a 1 to 18.09 basis.  All references to common stock
         have been retroactively restated.

         In 1999, the Company issued all of its remaining authorized but
         previously unissued shares of common stock (13,749,835 shares of
         20,000,000 authorized shares) in lieu of $10,000 debt, pursuant to a
         legal judgment and court order dated December 17, 1999.

         Also in 1999, the Company elected to amend its articles of
         incorporation such that the par value of its common shares was
         changed from $0.01 to $0.0001.  All references to the par value have
         been retroactively restated.

NOTE 3 - GOING CONCERN

         The Company's financial statements are prepared using accounting
         principles generally accepted in the United States of America
         applicable to a going concern which contemplates the realization of
         assets and liquidation of liabilities in the normal course of
         business.  However, the Company has had no significant operations
         since inception.  As reported in the financial statements, the
         Company has an accumulated deficit of $239,007 as of December 31,
         2002.

         These factors create uncertainty about the Company's ability to
         continue as a going concern.  The ability of the Company to continue
         as a going concern is dependent on the Company obtaining adequate
         capital to fund operating losses until it becomes profitable.  If the
         Company is unable to obtain adequate capital, it could be forced to
         cease operations.

<page>                             F-11



                          OCEAN EXPRESS LINES, INC.
                        (A Development Stage Company)
                      Notes to the Financial Statements
                         December 31, 2002 and 2001


NOTE 3 - GOING CONCERN (Continued)

         The ability of the Company to continue as a going concern is also
         dependent upon its ability to successfully seek out and consummate an
         agreement with an existing operating company, or secure other sources
         of financing such that it may commence profitable operations.  The
         accompanying financial statements do not include any adjustments that
         might be necessary if the Company is unable to continue as a going
         concern.

NOTE 4 - RELATED PARTY TRANSACTIONS

         During the periods ended December 31, 2002 and 2001, the Company
         incurred various general and administrative expenses.  As the Company
         has not had the wherewithal to pay these expenses, the Company has
         relied on a related party to satisfy its debts.  As of December 31,
         2002 and 2001, the total of related party advances was $11,360 and
         $4,440, respectively, and has been classified as accounts payable -
         related party.

NOTE 5 - DISCONTINUED OPERATIONS

         In 1998, the Company elected to discontinue all operations relating
         to the mining activities and Ocean Express Lines, Inc., a Florida
         Corporation.

         The following is a summary of discontinued operations:

            Revenue                                    $        -
            Expenses                                        3,425
            Loss on stock issued for Ocean Express
              Lines, Inc., a Florida Corporation           57,500
                                                       ----------
            Total Loss on Discontinued operations      $   60,925
                                                       ==========

NOTE 6 - MATERIAL EVENT

         On December 23, 2002, the Company entered into an Agreement and Plan
         of Merger with Media Fusion, Inc. (Media Fusion), whereby Media
         Fusion was to be merged with and into the Company.  Media Fusion is a
         company engaged in researching and developing Electro-resistive
         Magnetic Resonance Conversion technology, to which it has certain
         rights pursuant to license agreements.  In connection with the
         proposed merger, the Company was to effect a reverse stock split of
         its outstanding common stock on a one share for ten shares basis and
         change the Company's corporate name to "Power Measurement &
         Communications, Inc."

         Under terms of the merger agreement, certain conditions were to be
         satisfied by the parties prior to completion and closing of the
         transaction.  However, not all conditions to closing were satisfied
         and the Agreement was terminated by its own terms in February 2003.
         Accordingly, the Company has not effected a reverse stock split nor
         changed the Company's corporate name.  Management considers the
         proposed transaction abandoned and the Company does not intend to
         pursue further discussions with Media Fusion.