--------------------------------------------------------------------------------

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For year ended December 31, 2002                     Commission File No. 0-30303

                                 NEWSEARCH, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

         COLORADO                                                84-1522846
 ------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


      451 East 58th Avenue,  Unit 3574
            Denver, Colorado  80216                         (303) 296-0469
 ----------------------------------------             --------------------------
(Address of Principal's Executive Offices)           (Registrant's Telephone No.
                                                            incl. area code)

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

         Securities registered pursuant to
           Section 12(g) of the Act:               Common stock, $.001 par value

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.

         Yes  [    ]   No  [ X ]

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

         Yes  [ X ]   No  [    ]

     The registrant's revenues for its most recent fiscal year were $130,028.

     The aggregate market value of the 97,850 shares of common stock of the
registrant held by non-affiliates on September 30, 2003, was not determinable.

     At September 30, 2003 a total of 1,150,250 shares of common stock were
outstanding.

--------------------------------------------------------------------------------




<PAGE>


                                TABLE OF CONTENTS


                                     PART I

Item 1.  Description of Business..........................................    3

Item 2.  Description of Property..........................................    7

Item 3.  Legal Proceedings................................................    7

Item 4.  Submission of Matters to a Vote of Security Holders..............    7

                                     PART II

Item 5.  Market for the Registrant's Common Equity and
         Related Stockholder Matters ................... .................    7

Item 6.  Management's Discussion and Analysis or Plan of Operation........    9

Item 7.  Financial Statements.............................................   11

Item 8.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure...........................   11

Item 8A. Controls and Procedures..........................................   11


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act................   11

Item 10. Executive Compensation...........................................   13

Item 11. Security Ownership of Certain Beneficial Owners
         and Management ..................................................   15

Item 12. Certain Relationships and Related Transactions...................   17

Item 13. Exhibits and Reports on Form 8-K.................................   17

Item 14. Principal Accountant Fees and Services...........................   18

         Financial Statements.............................................  F-1

         Signatures.......................................................   19

                                       2



<PAGE>


                           FORWARD-LOOKING STATEMENTS

     This report may contain certain forward-looking statements as such term is
defined in the Private Securities Litigation Reform Act of 1995 or by the
Securities and Exchange Commission in its rules, regulations and releases, which
represent our expectations or beliefs, including but not limited to, statements
concerning our operations, economic performance, financial condition, growth and
acquisition strategies, investments, and future operational plans. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may", "will", "expect", "believe",
"anticipate", "intent", "could", "estimate", "might", or "continue" or the
negative or other variations thereof or comparable terminology are intended to
identify forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, certain of which are beyond our control,
and actual results may differ materially depending on a variety of important
factors, including uncertainty related to acquisitions, governmental regulation,
managing and maintaining growth, volatility of stock price and any other factors
discussed in this and our other filings with the Securities and Exchange
Commission.

                                     PART I

Item 1.  DESCRIPTION OF BUSINESS.

BACKGROUND

     Panache, Inc. ("Panache" or the "Company"), a Colorado corporation, is the
successor to Newsearch, Inc. ("Newsearch"). Newsearch, Inc. was incorporated
under the laws of the State of Colorado on December 3, 1999. Newsearch was
formed as a blind pool or blank check company for the purpose of seeking to
complete a merger or business acquisition transaction, and as the successor to a
previous public trading corporation, which was also named Newsearch, Inc. ("Old
Newsearch").

     Old Newsearch existed under the laws of the State of Colorado from June 21,
1984 through January 1, 1990. During the period December 12, 1984 through August
1988, the Company was listed in Moody's Investors Service and its shares were
publicly traded in the "Pink Sheets". Old Newsearch initially was engaged in the
restaurant business from April 1985 through September 1986 when it owned and
operated the "Godfathers Pizza Company". In 1986, its restaurant activities were
terminated and through 1989, Old Newsearch unsuccessfully attempted to launch
various other business activities. On January 1, 1990 Old Newsearch was
administratively dissolved by the Colorado Secretary of State for failure to
file its bi-annual report and pay the related filing fees. At that point in
time, Old Newsearch became a partnership with the prior shareholders maintaining
their proportionate interest in the Newsearch Partnership relative to the shares
owned in Old Newsearch.

     On December 3, 1999, the Board of Directors of Newsearch authorized and
issued 301,050 shares of the Company's common stock in exchange for all the
partners interests in the Newsearch Partnership. A distribution of Newsearch's
shares was made to the former shareholders of Old Newsearch on a pro rata basis
of one share of common stock for each one hundred shares of common stock of Old
Newsearch. In addition, the Board of Directors of Newsearch authorized and
issued 700,000 restricted shares of its common stock to the Company's Officers
and Directors and outside Advisors.

     On August 20, 2002, Newsearch entered into a Stock Exchange Agreement and
Plan of Reorganization (the "Agreement") with Panache, Inc., a Colorado
corporation ("Panache"), and the two majority shareholders of Panache. Among
other things, the Agreement provided for Newsearch's purchase from the Panache
shareholders of over 90% of the issued and outstanding capital stock of Panache
(4,970,000 of 5,050,000 shares) in exchange for the Company's issuance of
700,000 shares of its authorized but unissued common stock, $.001 par value (the
"Exchange Shares"), to the Panache shareholders (the "Panache Exchange").
Effective December 2, 2002, Newsearch underwent a change of control in
connection with the consummation of the Panache Exchange in which (i) the

                                       3

<PAGE>


directors of Newsearch resigned, and the directors of Panache became Newsearch's
board of directors; (ii) Newsearch's executive officers resigned their
positions, and the new board of directors appointed replacement officers, all of
whom are officers of Panache; and (iii) the former Panache shareholders as a
group became the holders of 700,000 shares of the Company's common stock, out of
the 1,150,250 shares issued and outstanding immediately after the Panache
Exchange. Newsearch plans to change its name to Panache, Inc. in 2003.

     Panache was incorporated under the laws of the State of Colorado on May 1,
1998, for the purpose of engaging in the wholesale women's apparel trade.
Panache purchased the business and its trade name, "The Ollie Collection" from
Ms. Judith Nelson on June 1, 1998 who had previously operated the business for
ten years.

EXCHANGE ACT REGISTRATION

     Panache (formerly Newsearch, Inc.) voluntarily filed a registration
statement on Form 10SB-12G on April 12, 2000 with the Securities and Exchange
Commission ("SEC" or "Commission") in order to register the Company's common
stock under Section 12(g) of the Securities Exchange Act of 1934, as amended
("Exchange Act"). Panache is required to file quarterly, annual and other
reports and other information with the SEC as required by the Exchange Act. If
Panache's duty to file reports under the Exchange Act is suspended, Panache
intends to nonetheless continue filing reports on a voluntary basis if it is
able to do so.

CURRENT BUSINESS

     Panache sells women's apparel on a wholesale basis under its trade name,
"The Ollie Collection" primarily through its display showrooms at the Denver
Merchandise Mart (the "Mart"). Panache also sells women's apparel and takes
orders for apparel at regional trade shows. Panache's immediate-sale inventory
and representative lines principally consist of women's apparel styles popular
in the Rocky Mountain region and women's Western apparel. Panache represents
several different manufacturers of women's apparel and accessories and also buys
and resells women's apparel and accessories for its own account, for resale.
Panache maintains permanent showrooms with 1,200 sq. ft. of merchandise display
space, which comprises the largest women's apparel square footage at The Denver
Merchandise Mart, located at 451 East 58th Avenue, Denver, Colorado 80216. The
Mart is a huge, multi-story, multi-building complex devoted to wholesale trade
and to trade shows, and is one of the premier facilities of its kind in the
world.

     Panache is open for business throughout the year, except on Fridays and
major holidays. Panache accepts as payment checks, cash and credit cards.

     REPRESENTATIVE SHOWROOM. Panache represents six different manufacturers of
women's apparel and accessories for the Rocky Mountain region sales territory,
which consists of Colorado, New Mexico, Wyoming and Montana. Lines represented
include Marlo handbags, Flashback jackets, Cactus Flower clothing, 24 Karet
clothing, Mo and J clothing and New Classic belts. The representative showroom
displays, for customer order only, apparel and accessories samples provided by
the manufacturers Panache represents. In general, manufacturers pay a 10%
commission to Panache for each dollar of wholesale orders written, delivered by
the manufacturer and paid in full by the retail buyer. Panache has the choice to
either keep these samples at a 50% discount from wholesale prices or return the
samples to the manufacturer. Panache typically opts to keep the samples and
sells them from the "cash and carry" showroom described below. Representative
sales are made from a 576 sq. ft. showroom.

     CASH AND CARRY SHOWROOM. Panache maintains a 720 sq. ft. showroom adjoining
its main representative showroom through which it sells apparel and goods
primarily to small retail stores. These customers can purchase merchandise on
the spot for cash or order merchandise for delivery. This merchandise is deeply
discounted and principally is comprised of goods Panache purchases from its
manufacturer lines below wholesale and factory closeouts. This showroom allows
Panache to offer wholesale prices to the very small retail store that cannot
meet the minimum purchase requirements of clothing and accessory factories
required in the Representative Showroom. Panache is one of only two

                                       4

<PAGE>


representative firms at The Denver Merchandise Mart which offer this service.
This showroom provides excellent cash flow and is one of the few showrooms in
the United States to offer the small retail store a combination of orderable
merchandise and merchandise for immediate sale.

     APPAREL SHOWS. There are three different Associations that present major
markets for different retail stores, all headquartered at The Denver Merchandise
Mart. The Denver Market Association organizes five different shows at The Denver
Merchandise Mart for women's clothing boutique retail stores. The Denver
Merchandise Gift Association organizes two major gift shows, which attract
retail gift stores from all parts of the United States. Many of these gift
stores are now establishing small boutique departments within their stores.
Panache under its trade name, "The Ollie Collection has opened up many accounts
with these gift stores as customers.

     The Western Equipment and Clothing Association is the largest western
clothing show in the world, attracting retail stores from every state in the
United States, as well as from 28 foreign countries. Panache is a member of this
association, which attracts numerous western clothing retail stores. In
addition, Panache is a member of the Billings, Montana Market Association and
attends four apparel markets there. Panache is also a member of the Albuquerque
Market Association and attends four shows there.

ADVERTISING AND MARKETING OF APPAREL

     Panache advertises in The Denver Merchandise Mart's annual directory of all
wholesale showrooms. Additionally, Panache places advertising for each specific
directory of each market held at The Denver Merchandise Mart. There are five
women's apparel shows, and two major Western apparel shows. Panache advertises
in each directory. Panache also places advertising in the four Billings, Montana
market directories. Prior to each show, Panache employees telephone the
appropriate retail stores for appointments. Follow-up post cards are then mailed
to confirm appointments.

COMPETITION

     The wholesale womens' apparel and accessories business in which Panache
operates is highly competitive. Panache competes in the Rocky Mountain region
with numerous companies, some of which are larger than it in terms of resources
and market share, more experienced in the industry, and some of whom represent
better and more profitable lines. There are two types of representatives: (i)
those who lease permanent showrooms at a permanent wholesale facility like The
Denver Merchandise Mart or maintain other facilities, and (ii) those who work
from their homes, who tend to be smaller participants in the market.

     Panache competes principally on the high quality, low cost and
fashionability of its goods and excellent service. Panache has through trial and
error developed the proper competitive mix of clothing and accessories priced at
levels that appeal to the small Rocky Mountain retail ladies and western retail
stores.

     To maintain a strong and highly visible profile, Panache has positioned
itself in the regional market by providing the largest women's wholesale apparel
showroom at The Denver Merchandise Mart. Panache also maintains a showroom
adjoining its main showroom through which it sells apparel and goods primarily
to small retail stores on a cash and carry basis. Panache is one of two
representative firms at the Mart which offer this service.

     In addition, Panache aggressively attends women's apparel and Western
apparel trade shows in New Mexico and Montana.

                                       5

<PAGE>


EMPLOYEES

     As of the date of this filing, Panache has only one full time employee,
Dean Wicker, and two part-time employees. Its employees must be experienced in
women's apparel sales and marketing on the wholesale level. Panache is non-union
and believes that its relationship with its employees is good.

INTELLECTUAL PROPERTY

     Except for its trade name "The Ollie Collection," under which it does
business, Panache does not own any intellectual property.

REGULATION

     Panache's business is not subject to significant governmental regulation,
and management does not expect the amount or nature of applicable regulation to
increase or change materially in the foreseeable future.

RISK FACTORS RELATED TO PANACHE'S BUSINESS

     POTENTIAL LACK OF CAPITAL. Panache depends primarily upon cash flow
generated from its Cash and Carry Showroom to operate the business. Commissions
earned from the representation of manufacturers is inconsistent due to seasonal
differences in sales and periodic changes in fashion. Panache cannot depend upon
officer loans in the future and needs to secure equity capital.

     NO CURRENT PLANS FOR EXPANSION. The United States economy must improve
before Panache will consider expanding its operations. In the event the economy
improves sufficiently in it's judgment to permit expansion, we intend to add
other locations or lease additional space at The Denver Merchandise Mart.
However, no definitive plans have been drawn up in this regard, since the timing
of a general economic recovery cannot be predicted.

     PANACHE IS SUBJECT TO SEASONAL SALES AND SIMILAR RISKS. Panache is proud of
its ability to select quality and saleable merchandise. However, fashion sales
are very sensitive to the public's ever-changing tastes, and no apparel
merchandiser can completely avoid all fashion missteps. There is no assurance
that the manufacturers represented by Panache under its trade name, "The Ollie
Collection" will maintain their fashion acceptance by the consumer.
Additionally, the manufacturers represented by Panache may cease operations,
decide to manufacture goods not acceptable to Panache or decide that Panache is
not achieving the sales expectations required and terminate its representation
agreement.

     POSSIBLE INABILITY TO OBTAIN MERCHANDISE. There is no assurance that
Panache will be able to continue to purchase merchandise from its present
vendors. In some years manufacturers over-produce merchandise that Panache can
purchase at deep discounts. In other years, however, the same manufacturer will
produce just enough merchandise to fill its orders. Panache always seeks new
sources of discounted merchandise that it can sell through the Cash and Carry
Showroom and new lines that it can represent in its Representative Showroom.

     COMPETITIVE PRESSURES MAY ADVERSELY AFFECT ITS BUSINESS AND FINANCIAL
RESULTS. The wholesale womens' apparel business in which Panache operates is
highly competitive. It competes nationwide with a number of companies that are
larger than Panache in terms of resources and market share.

                                       6

<PAGE>


Item 2.  DESCRIPTION OF PROPERTIES

     Panache operates its wholesale women's apparel business from rented
showrooms located in the Denver Merchandise Mart, Denver, Colorado. Panache
occupies several units there, comprising a total of 1,296 sq. ft., of which
1,200 sq. ft. is devoted to merchandise displays. Panache leases these
facilities at an aggregate monthly rental cost of $1,978 and the leases have 8
months remaining. Panache has a renewal option to extend this lease either 12,
24 or 36 months. Panache has improved the display areas of these rental units at
its own expense. These facilities at the current time are adequate for Panache's
operations. In management's opinion, Panache has adequate insurance coverage on
these facilities and the display inventory.

     Panache currently does not own any real estate nor rent or lease any other
real estate than as described above. Panache's principal executive offices are
located at the Denver Merchandise Mart.

Item 3.  LEGAL PROCEEDINGS.

     There are no legal proceedings which are pending or have been threatened
against Panache or any officer, director or control person of which management
is aware.

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

     No matters were submitted to a vote or for the written consent of security
shareholders for the year ended December 31, 2002, and no meeting of
shareholders was held.

                                     PART II

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

PRICE RANGE of the COMMON STOCK

     Our common stock is not quoted or traded in any public market. The Company
intends to seek a listing of its common shares on the OTC Bulletin Board
("OTCBB") maintained by the National Association of Securities Dealers Inc.,
once current in its SEC filings.

DIVIDENDS

     Panache has not declared or paid any dividends on its common stock to date.
Management anticipates that any future earnings will be retained as working
capital and used for business purposes. Accordingly, it is unlikely that Panache
will declare or pay any such dividends in the foreseeable future.

SHAREHOLDERS

     Panache has 145 shareholders of record as reported by Computershare Trust
Company, Inc., the Company's transfer agent. Panache has 1,150,250 common shares
issued and outstanding, of which (i) 97,850 shares are unrestricted and not
held by affiliates, (ii) 700,300 shares are restricted but subject to Rule 144
and held by two affiliates, and (iii) 352,100 shares are restricted and held by
Dean Wicker, the Company's CEO, President and Chief Financial Officer. No
shareholder has entered into a lock-up or similar agreement as to his common
shares.

PUBLIC MARKET for the COMMON SHARES

     There currently is no public market for Panache's common stock, and no
assurance can be given that a market will develop or that a shareholder ever
will be able to liquidate his investment without considerable delay, if at all.

                                       7

<PAGE>


If a market should develop, the price may be highly volatile. Unless and until
Panache's common shares are quoted on the NASDAQ system or listed on a national
securities exchange, it is likely that its common shares will be defined as
"penny stocks" under the Exchange Act and SEC rules thereunder. The Exchange Act
and penny stock rules generally impose additional sales practice and disclosure
requirements upon broker-dealers who sell penny stocks to persons other than
certain "accredited investors" (generally, institutions with assets in excess of
$5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 jointly with spouse) or in transactions
not recommended by the broker-dealer.

     For transactions covered by the penny stock rules, the broker-dealer must
make a suitability determination for each purchaser and receive the purchaser's
written agreement prior to the sale. In addition, the broker-dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the SEC. So long as Panache's common shares are
considered "penny stocks", many brokers will be reluctant or will refuse to
effect transactions in Panache's shares, and many lending institutions will not
permit the use of penny stocks as collateral for any loans.

RECENT SALES OF UNREGISTERED SECURITIES

     On August 20, 2002, Newsearch entered into a Stock Exchange Agreement and
Plan of Reorganization (the "Agreement") with Panache, Inc., a Colorado
corporation ("Panache"), and the two majority shareholders of Panache. Among
other things, the Agreement provided for Newsearch's purchase from the Panache
shareholders of over 90% of the issued and outstanding capital stock of Panache
(4,970,000 of 5,050,000 shares) in exchange for the Company's issuance of
700,000 shares of its authorized but unissued common stock, $.001 par value (the
"Exchange Shares"), to the Panache shareholders (the "Panache Exchange").
Effective December 2, 2002, Newsearch underwent a change of control in
connection with the consummation of the Panache Exchange in which (i) the
directors of Newsearch resigned, and the directors of Panache became Newsearch's
board of directors; (ii) Newsearch's executive officers resigned their
positions, and the new board of directors appointed replacement officers, all of
whom are officers of Panache; and (iii) the former Panache shareholders as a
group became the holders of 700,000 shares of Newsearch's common stock, out of
the 1,150,250 shares issued and outstanding immediately after the Panache
Exchange.

     The common shares issued in the Panache Exchange were not registered under
the Securities Act of 1933, as amended ("Act"), but were issued to two (2)
persons who were major shareholders and directors of Panache, in reliance upon
the exemption from registration provided by Section 4(2) of the Act, on the
basis that the Panache Exchange was a transaction not involving any public
offering. The Exchange Shares were offered and sold solely to a small,
identifiable class of persons, namely the two principal shareholders of Panache.
Each of the Panache shareholders receiving Exchange Shares affirmatively
represented to the Company that, among other things, they were taking the
Exchange Shares for investment with no current intention of reselling or
distributing the Exchange Shares, and that they have sufficient knowledge and
experience in business, financial and tax matters to evaluate the risks and
merits of exchanging the Panache shares for the Exchange Shares. Each of the
Panache Holders was given information or access to information about the Company
equivalent to what would have been contained in a registration statement filed
under the Securities Act, and each Panache Holder acknowledged this fact.

     All certificates evidencing the Exchange Shares issued in the Panache
Exchange bear a customary form of investment legend and may not be sold,
pledged, hypothecated or otherwise transferred unless first registered under the
Act or pursuant to an available exemption from such registration requirements.
In addition, a stop transfer order was placed in the Company's transfer records
as to all Exchange Shares.

                                       8

<PAGE>


EQUITY COMPENSATION PLAN INFORMATION

     The following table sets forth certain information, as of December 31, 2002
with respect to Panache's compensation plans and individual compensation
arrangements to which Panache is a party, if any, under which any equity
securities of Panache are authorized for issuance.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
   Plan category                             Number of securities     Weighted average         Number of
                                               to be issued upon     exercise price of         securities
                                                  exercise of           outstanding       remaining available
                                             outstanding options,    options, warrants    for future issuance
                                              warrants and rights        and rights
-------------------------------------------------------------------------------------------------------------
                                                     (a)                    (b)                   (c)
-------------------------------------------------------------------------------------------------------------
   <S>                                              <C>                      <C>                 <C>
   Equity compensation plans approved by
   security holders

   2002 EMPLOYEE STOCK
      COMPENSATION PLAN                              -0-                     N/A              3,000,000

   2002 COMPENSATORY STOCK
      OPTION PLAN                                 1,006,000                 $.05              1,994,000
-------------------------------------------------------------------------------------------------------------
   Equity compensation plans not approved
   by security holders

   NONE                                              N/A                     N/A                 N/A
-------------------------------------------------------------------------------------------------------------
   Total                                          1,060,000                 $.05              4,994,000
-------------------------------------------------------------------------------------------------------------
</TABLE>


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

PLAN of OPERATION

     The Company's plan of operation for the next twelve months is discussed in
detail beneath the caption "Description of Business" under Item 1. At this time
and for the foreseeable future, Panache's operations will be its only business.

RESULTS of OPERATIONS

     Panache sells women's apparel on a wholesale basis under its trade name
"The Ollie Collection", primarily through its display showrooms at the Denver
Merchandise Mart. Panache also sells women's apparel and takes orders for
apparel at regional trade shows. Panache's immediate-sale inventory and
representative lines principally consist of women's apparel styles popular in
the Rocky Mountain region and women's Western apparel. Panache represents
several different manufacturers of women's apparel and accessories and also buys
and resells women's apparel and accessories for its own account, for resale.
Panache maintains permanent showrooms with 1,200 sq. ft. of merchandise display
space, which comprises the largest women's apparel square footage at The Denver
Merchandise Mart. The Company has one full time and two part-time employees.

     Comparison of 2002 to 2001

     For the year ended December 31, 2002, Panache had sales of $130,028 and a
net loss of $21,407, as compared to sales of $180,554 and a net loss of $16,642

                                       9

<PAGE>


for the year ended December 31, 2001. The Company's cost of sales for 2002 was
$64,806 as compared to $80,596 for 2001. The decrease in sales is the direct
result of the economic recession in the United States and 911. General and
administrative expenses in 2002 related primarily to wages, payroll taxes,
insurance, postage and shipping, show expenses, telephone, travel and other
office costs and supplies. The Company incurred interest expense of $8,152 in
2002 versus $6,321 in 2001.

     Comparison of 2001 to 2000

     For the year ended December 31, 2001, Panache had sales of $180,554 and a
net loss of $16,642, as compared to sales of $158,287 and a net loss of $5,809
for the year ended December 31, 2000. The Company's cost of sales for 2001 was
$80,596 as compared to $66,333 for 2000. General and administrative expenses in
2001 related primarily to wages, payroll taxes, insurance, postage and shipping,
show expenses, telephone, travel and other office costs and supplies. The
Company incurred interest expense of $6,321 in 2001 versus $2,072 in 2000.

LIQUIDITY and CAPITAL RESOURCES

     Cash on hand for operation of its business was $11,185 at December 31,
2002. Panache's main source of funds is its operational cash flow from its
wholesale women's apparel business doing business under its trade name "The
Ollie Collection".

     Panache has two installment loans totaling $7,432 that mature in 2003.
Monthly payments of $1,318 are required. Effective the date of this filing,
these installment loans have been paid in full. Dean Wicker has made loans to
Panache totaling $88,462. These are demand notes bearing interest at 8% annually
and will be repaid when cash flow or profits allow. Irwin Krushansky, a director
of the Company and former CEO, President and CFO prior to the Panache Exchange,
has made loans to Company totaling $26,444. These are demand notes bearing
interest at 8% annually and will be repaid when cash flow or profits allow.

     Panache did not make any capital expenditures in 2002. Panache's capital
expenditures in 2001, consisting primarily of expanding its rental space and
redecorating its showrooms, amounted to approximately $15,000. Other than the
lease of its showrooms, Panache is not a party to any material contracts.
However, Panache will incur routine fees and expenses incident to its reporting
duties as a public company. The Company estimates these costs at $12,500 for the
year ending December 31, 2003.

     Panache has no bank debt, line of credits or accounts receivables.
Currently there is no source of additional liquidity except officer or
shareholder loans. Panache believes that management members or shareholders will
loan funds to Panache as needed for operations. Management and the shareholders
are not obligated to provide funds to Panache, however, and it is not certain
they will always want or be financially able to do so. Panache shareholders and
management members who advance money to Panache to cover Panache's operating
expenses will expect to be reimbursed. Panache has no intention of borrowing
money to reimburse or pay salaries to any Panache officer, director or
shareholder or their affiliates. There currently is no plan to sell additional
securities of Panache, although sales of securities may be necessary to obtain
needed funds. Panache's current management and its counsel have agreed to
continue their services to Panache and to accrue sums owed them for services but
expect repayment of out of pocket costs.

CRITICAL ACCOUNTING POLICIES

     Financial Reporting Release No. 60 of the SEC encourages all companies to
include a discussion of critical accounting policies or methods used in the
preparation of the financial statements. Our financial statements filed as part
of this annual report include a summary of the significant accounting policies
and methods used in the preparation of our financial statements.

                                       10

<PAGE>


Item 7.  FINANCIAL STATEMENTS.

     See the index to Panache's financial statements on page 18.

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

     None.

Item 8A. CONTROLS AND PROCEDURES.

     Within 90 days of the filing of this Form 10-KSB, an evaluation was carried
out by Dean Wicker, our CEO, President and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures. Disclosure controls and
procedures are procedures that are designed with the objective of ensuring that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, such as this Form 10-KSB, is recorded, processed,
summarized and reported within the time period specified in the Securities and
Exchange Commission's rules and forms. Based on that evaluation, Mr. Wicker
concluded that as of December 31, 2002, and as of the date that the evaluation
of the effectiveness of our disclosure controls and procedures was completed,
our disclosure controls and procedures were effective to satisfy the objectives
for which they are intended.

     There were no changes in our internal control over financial reporting
identified in connection with the evaluation performed that occurred during the
fiscal year covered by this report that has materially affected or is reasonably
likely to materially affect, our internal control over financial reporting.

                                    PART III

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


IDENTIFICATION OF CURRENT DIRECTORS and EXECUTIVE OFFICERS

     The persons who have served as directors and executive officers of Panache
since December 2, 2002, their ages and positions held in Panache, are listed
below. Each director will serve until the next annual meeting of shareholders,
or until their respective successors have been elected and duly qualified.
Directors serve one-year terms. Officers hold office at the pleasure of the
Board of Directors, absent any employment agreement, of which none currently
exist or are contemplated. There are no family relationships between any
director or executive officer.

      Name                   Age              Position
      ----                   ---              --------

  Dean Wicker                 63      Director, Chairman of the Board,
                                      CEO, President and Chief Financial Officer

  William B. Johnson          59      Director

  Irwin Krushansky            70      Director  since December 3, 1999
                                      (inception)

BIOGRAPHICAL INFORMATION

     The following is a brief account of the business experience during at least
the past five years of each person who is a director and executive officer at
the time of filing this report, indicating the principal occupation and

                                       11

<PAGE>


employment during that period, and the name and principal business of the
organization in which such occupation and employment were carried out. These
persons have agreed to devote only such time to Panache's business as seems
reasonable and necessary from time to time.

     DEAN WICKER, Director, Chairman of the Board, Chief Executive Officer,
President and Chief Financial Officer of Panache. Mr. Wicker formed Panache,
Inc. in May 1998, and has run its business since inception. Mr. Wicker was the
youngest Public Finance negotiator in the Rocky Mountain region with the New
York Member firm, J.A. Hogle and CO. He changed careers in 1967 by developing
retail winter sports and apparel operations until 1981. Mr. Wicker reentered the
security industry with the position of Senior Institutional Sales with George K.
Baum and Co., Member of the New York Stock Exchange. In 1984 he became a
vice-president and Partner of Boettcher and Co., Inc., Member of the New York
Stock Exchange and then, the largest investment banking firm in the western
United States. He is an officer and director of East Slope Funding Corp., a
Colorado financial consulting firm, Eurous Funding, Inc., a Colorado public
relations company, Eurous Investments Holding Company and Arista Corporation.
Arista Corporation has changed name to Acony, Incorporated and is a private
energy company. Eurous Funding, Inc and Eurous Investments Holding Company are
inactive companies. He graduated from the University of Colorado, Boulder, CO in
1961 with a BA degree in American History, and has done advanced degree work in
financial accounting and merger and acquisition negotiations.

     WILLIAM B. JOHNSON, Director of the Company. Mr. Johnson has since April
1993 owned and managed Rimstar International, based in Centennial, Colorado, a
diagnostic testing laboratory and worldwide distributor of rapid onsite medical
devices. Prior to that he worked from 1981 to 1993 in sales and marketing of
healthcare products for various firms. Mr. Johnson holds a Bachelor's Degree in
Pre-Med, Biology and chemistry from Texas Tech University, awarded in 1970.

     IRWIN KRUSHANSKY, Director of the Company since inception. Mr. Krushansky
graduated from the University of Denver in 1960 with a BSBA. His major was
accounting and he went on to work for several national and local CPA firms.
During a period from 1963 to 1972 he held positions as National Manager of
Branches for the Joseph Schlitz Brewing Company and Western Regional Director
for the Pabst Brewing Company and Western Regional Director of the Canada Dry
Corporation. Since 1972, Mr. Krushansky has owned and operated more than 20
different types of companies and is experienced in many phases of the insurance,
investment and real estate fields.

POTENTIAL CONFLICTS of INTEREST

     The officers and directors of Panache may serve as officers or directors of
one or more other companies. Panache's officers and directors are required to
devote only so much of their time to Panache's affairs as they deem appropriate,
in their sole discretion. As a result, Panache's officers and directors may have
conflicts of interest in allocating their management time, services, and
functions among Panache and any current and future company which they may serve,
as well as any other business ventures in which they are now or may later become
involved. Panache has not established policies or procedures for the resolution
of current or potential conflicts of interest between Panache and its
management.

     There can be no assurance that members of management will resolve all
conflicts of interest in Panache's favor. The officers and directors are
accountable to Panache and its shareholders as fiduciaries, which means that
they are legally obligated to exercise good faith and integrity in handling
Panache's affairs and in their dealings with Panache. Failure by them to conduct
Panache's business in its best interests may result in liability to them. The
area of fiduciary responsibility is a rapidly developing area of law, and
persons who have questions concerning the duties of the officers and directors
to Panache should consult their counsel.

                                       12

<PAGE>


EXCLUSION of DIRECTOR LIABILITY

     Pursuant to the General Corporation Law of Colorado, Panache's Certificate
of Incorporation excludes personal liability on the part of its directors to
Panache for monetary damages based upon any violation of their fiduciary duties
as directors, except as to liability for any acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or for improper
payment of dividends. This exclusion of liability does not limit any right which
a director may have to be indemnified and does not affect any director's
liability under federal or applicable state securities laws.

SIGNIFICANT EMPLOYEES

     None, other than officers of the Company listed above.

Item 10. EXECUTIVE COMPENSATION.

CASH and OTHER COMPENSATION

     For the years ended December 31, 2002 and 2001 and through the date of this
report, Panache has not paid any executive officer or director any cash or cash
equivalent compensation. Panache has no other agreement or understanding,
express or implied, with any director or executive officer concerning employment
or cash or other compensation for services. Panache will undoubtedly pay
compensation to officers and other employees should it succeed in acquiring a
business and funds exist for compensation.

COMPENSATION PURSUANT to PLANS

     For the years ended December 31, 2002 and 2001 and through the date of this
report, no director or executive officer has received compensation from Panache
pursuant to any compensatory or benefit plan. There is no plan or understanding,
express or implied, to pay any compensation to any director or executive officer
pursuant to any compensatory or benefit plan of Panache, although Panache
anticipates that it will compensate its officers and directors for services to
Panache with stock or options to purchase stock, in lieu of cash.

     Panache currently has in place an employee stock compensation plan and
compensatory stock option plan. Panache has no long-term incentive plans, as
that term is defined in the rules and regulations of the Securities and Exchange
Commission. There are no other compensatory or benefit plans, such as retirement
or pension plans, in effect or anticipated to be adopted, although other plans
may be adopted by new management following completion of a business combination.

COMPENSATION of DIRECTORS and EXECUTIVE OFFICERS

     The following table sets forth information concerning the compensation of
Panache's Chairman of the Board, Directors, Chief Executive Officer and its
other most highly compensated executive officers for the fiscal years ended
December 31, 2002 and 2001. Such officers are sometimes collectively referred to
below as the "Named Officers."

                                       13

<PAGE>
<TABLE>
<CAPTION>


                                                  SUMMARY COMPENSATION TABLE

                                                               Long-Term Compensation
                                Annual Compensation                    Awards                Payouts
                          -------------------------------     -------------------------      -------
     (a)                   (b)     (c)     (d)       (e)         (f)            (g)           (h)            (i)
                                                                             Securities                      All
  Name and                                                    Restricted     Underlying       ($)           Other
  Principal                        ($)     ($)       ($)        Stock         Options         LTIP         Compen-
  Position                Year   Salary   Bonus     Other     Awards($)       & SARs(#)      Payouts       sation($)
---------------------     ----   ------   -----     -----     ----------     ----------      -------       ---------

<S>                        <C>    <C>     <C>       <C>         <C>            <C>             <C>            <C>
Dean Wicker (1)            2002  $  -0-    None      None        None         200,000          None           None
 Chairman, CEO,            2001  $  -0-    None      None        None           None           None           None
 President and CFO

William B. Johnson (1)     2002  $  -0-    None      None        None           6,000          None           None
 Director                  2001  $  -0-    None      None        None           None           None           None

Irwin Krushansky (2)       2002  $  -0-    None      None        None         400,000          None           None
 Director, Former          2001  $  -0-    None      None        None           None           None           None
 Chairman, CEO,
 President and CFO

     (1)  Dean Wicker and William B. Johnson became executive officers or
          directors of the Company on December 2, 2002. Neither Mssrs. Wicker or
          Johnson received any compensation from Panache, Inc. in 2002 or 2001,
          and neither will receive compensation from Panache, Inc. in 2003.

     (2)  Irwin Krushansky was an executive officer and director of the Company
          in 2002 and 2001 and remains a director. His services as an executive
          officer were terminated on December 2, 2002.

     None of the Named Officers received any form of non-cash compensation from
the Company in the fiscal years ended December 31, 2002 or 2001 other than
certain option grants noted in 2002, nor currently receives any such
compensation. The Company may implement employee benefits that will be generally
available to all its employees and its subsidiary employees, including medical,
dental and life insurance benefits and a 401(k) retirement savings plan.

                                           OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                                     Individual Grants
------------------------------------------------------------------------------------------------------------
      (a)                      (b)                 (c)                    (d)                      (e)
                            Number of           % of Total
                            Securities         Options/SARs
                            Underlying          Granted to
                           Options/SARs          Employees           Exercise or Base
      Name                   Granted           in Fiscal Year           Price($/Sh)          Expiration Date
---------------------        -------           --------------          ------------          ---------------

Dean Wicker (1)               None                  N/A                    N/A                     N/A
William B. Johnson (1)        None                  N/A                    N/A                     N/A
Irwin Krushansky (2)          None                  N/A                    N/A                     N/A

                                 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                        and FISCAL-YEAR-END OPTION/SAR VALUES
----------------------------------------------------------------------------------------------------------
      (a)                       (b)                 (c)                   (d)                      (e)
                                                                     Number of
                                                                     Securities              Value of
                                                                     Underlying              Unexercised
                                                                     Unexercised             In-the-Money
                                                                     Options/SARs            Options/SARs
                                                                     at FY-End (#)           at FY-End ($)

                           Shares Acquired                           Exercisable/             Exercisable/
      Name                   on Exercise       Value Realized($)     Unexercisable           Unexercisable
---------------------        -----------       -----------------     -------------           -------------

Dean Wicker (1)               None                  N/A                    N/A                     N/A
William B. Johnson (1)        None                  N/A                    N/A                     N/A
Irwin Krushansky (2)          None                  N/A                    N/A                     N/A

</TABLE>

     (1)  Dean Wicker and William B. Johnson became executive officers or
          directors of the Company on December 2, 2002.

     (2)  Irwin Krushansky was an executive officer and director of the Company
          in 2002 and 2001 and remains a director. His services as an executive
          officer were terminated on December 2, 2002.

                                       14

<PAGE>


     None of the Named Officers exercised any options or SARs during the fiscal
years ended December 31, 2002 or 2001.

EMPLOYEE STOCK COMPENSATION PLAN

     Panache has adopted the 2002 Employee Stock Compensation Plan for its
employees, officers, directors and advisors (the "ESC Plan"). Panache has
reserved a maximum of 3,000,000 common shares to be issued upon the grant of
awards under the ESC Plan. Employees will recognize taxable income upon the
grant of common stock equal to the fair market value of the common stock on the
date of the grant and Panache will recognize a compensating deduction for
compensation expense at such time. The ESC Plan will be administered by the
Board of Directors or a Committee of Directors. No other shares have been
awarded or currently are anticipated to be awarded under the ESC Plan.

COMPENSATORY STOCK OPTION PLAN

     Panache has adopted the 2002 Compensatory Stock Option Plan for its
employees, officers, directors and advisors (the "CSO Plan"). Panache has
reserved a maximum of 3,000,000 common shares to be issued upon the exercise of
options granted under the CSO Plan. The CSO Plan will not qualify as an
"incentive stock option" plan under Section 422 of the Internal Revenue Code of
1986, as amended. Options will be granted under the CSO Plan at exercise prices
to be determined by the Board of Directors or other CSO Plan administrator. With
respect to options granted pursuant to the CSO Plan, optionees will not
recognize taxable income upon the grant of options granted at or in excess of
fair market value. However, optionees will realize income at the time of
exercising an option to the extent the market price of the common stock at that
time exceeds the option exercise price, and Panache must recognize a
compensation expense in an amount equal to any taxable income realized by an
optionee as a result of exercising the option. The CSO Plan will be administered
by the Board of Directors or a Committee of Directors. The Company granted
1,006,000 options under the CSO Plan during the year ended December 31, 2002. No
other Options have been granted or currently are anticipated to be granted under
the CSO Plan.

COMPENSATION OF DIRECTORS

     Panache has no standard arrangements in place or currently contemplated to
compensate Panache directors for their service as directors or as members of any
committee of directors.

EMPLOYMENT CONTRACTS

     No person has entered into any employment or similar contract with Panache
nor is it anticipated that Panache will enter into any employment or similar
contract.

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

BENEFICIAL OWNERSHIP

     The following table sets forth, as of September 30, 2003, the stock
ownership of each executive officer and director of Panache, of all executive
officers and directors of Panache as a group, and of each person known by
Panache to be a beneficial owner of 5% or more of its common stock. Except as
otherwise noted, each person listed below is the sole beneficial owner of the
shares and has sole investment and voting power as to such shares. No person
listed below has any option, warrant or other right to acquire additional
securities of Panache, except as may be otherwise noted.

                                       15

<PAGE>


   Name and Address                   Amount & Nature
    of Beneficial                     of Beneficial               Percent
       Owner                           Ownership                 of Class
   ----------------                   ---------------            --------

*Dean Wicker                             552,100                  25.6 (1)
7786 South Forest Street
Littleton, CO 80122

*Irwin Krushansky                        752,400                  34.9 (2)
7706 East Napa Place
Denver, CO 80237

*William B. Johnson                        6,000                   Nil (3)
7720 South Hudson Street
Littleton, CO 80122

Egin Bresnig                             547,900                  25.4 (1)
8037 South Datura Way
Littleton, CO 80122

John Brasher                             200,000                   9.3 (3)
90 Madison Street, Suite 707
Denver, Colorado 80206

*All officers and directors            1,310,500                  60.8 (1,2,3)
as a group (3 persons)

     (1)  Includes 200,000 shares subject to purchase pursuant to options
          granted under the 2002 Compensatory Stock Option Plan.

     (2)  Includes shares beneficially owned and 400,000 shares subject to
          purchase pursuant to options granted under the 2002 Compensatory Stock
          Option Plan.

     (3)  Shares subject to purchase pursuant to options granted under the 2002
          Compensatory Stock Option Plan.

     Shareholdings in the foregoing table are calculated on a fully diluted
basis, which includes the 1,150,250 shares of common stock currently issued and
outstanding and the 1,006,000 shares issuable upon exercise of options.

CHANGES in CONTROL

     On August 20, 2002, Newsearch, Inc. entered into a Stock Exchange Agreement
and Plan of Reorganization (the "Agreement") with Panache, Inc., a Colorado
corporation, and the two majority shareholders of Panache. Among other things,
the Agreement provided for the Company's purchase from the Panache shareholders
of over 90% of the issued and outstanding capital stock of Panache (4,970,000 of
5,050,000 shares) in exchange for the Company's issuance of 700,000 shares of
its authorized but unissued common stock, $.001 par value (the "Exchange
Shares"), to the Panache shareholders (the "Panache Exchange"). Effective
December 2, 2002, the Company underwent a change of control in connection with
the consummation of the Panache Exchange in which (i) the directors of the
Company resigned, and the directors of Panache became the Company's board of
directors; (ii) the Company's executive officers resigned their positions, and
the new board of directors appointed replacement officers, all of whom are
officers of Panache; and (iii) the former Panache shareholders as a group became
the holders of 700,000 shares of the Company's common stock, out of the
1,150,250 shares issued and outstanding immediately after the Panache Exchange.

                                       16

<PAGE>


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     At December 31, 2002 and 2001, Panache was indebted to its officers,
directors and control shareholders for loans and costs advanced on behalf of
Panache in the amount of $114,906 and $50,565, respectively. Panache has no
understanding with its officers, directors or shareholders, pursuant to which
such persons are required to contribute capital to Panache, loan money or
otherwise provide funds to Panache, although management expects that one or more
of such persons may make funds available to Panache in the event of need to
cover operating expenses.

     No officer, director or employee of Panache received a salary of $60,000 or
more in 2002 or 2001. There were no transactions, or series of transactions, for
the years ended December 31, 2002 or 2001, nor are there any currently proposed
transactions, or series of transactions, to which Panache is (or Panache was) a
party, in which the amount exceeds $60,000, and in which to the knowledge of
Panache any director, executive officer, nominee, five percent or greater
shareholder, or any member of the immediate family of any of the foregoing
persons, have or will have any direct or indirect material interest.

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

     (a) Exhibits. The following exhibits are filed with this report, except
those indicated as having previously been filed with the Securities and Exchange
Commission and are incorporated by reference to another report, registration
statement or form. As to any shareholder of record requesting a copy of this
report, Panache will furnish any exhibit indicated in the list below as filed
with this report upon payment to Panache of its expenses in furnishing the
information. Any references to "Panache" means Panache, Inc.

     2.1  Stock Exchange Agreement and Plan of Reorganization
          dated August 20, 2002, among the Company, Panache, Inc.
          and the shareholders of Panache, Inc. ............................   3

     3.1  Articles of Incorporation of Panache, Inc. as filed with
          the Colorado Secretary of State on May 1, 1998 ...................   3

     3.2  Bylaws of Panache, Inc. ..........................................   3

     4.1  Specimen common stock certificate ................................   2

    10.1  2002 Compensatory Stock Option Plan ..............................   3

    10.2  2002 Employee Stock Compensation Plan ............................   3

    21.1  Subsidiaries of the Company:

          NEWSEARCH, INC., a Colorado corporation

    31    Certification of the Chief Executive Officer, President and
          Chief Financial Officer filed pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002 .......................................   1

    32    Certification of the Chief Executive Officer, President and Chief
          Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002 .......   1

            1    Filed herewith as an exhibit.

                                       17

<PAGE>


            2    Incorporated by reference to Registration Statement on
                 Form 10SB-12G, filed on April 12, 2000, SEC File No. 0-30303.

            3    Incorporated by reference to Form 8-K filed on May 5, 2003,
                 SEC File No. 0-30303.

     (b) Reports on Form 8-K. None were filed by the Company during the fourth
quarter.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     The aggregate fees billed for the fiscal years ended December 31, 2002 and
2001 for professional services rendered by Comiskey & Company for the audit of
the Company's annual financial statements and review of the financial statements
included in the Company's Form 10-QSB or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years were $3943 and $3250, respectively.

AUDIT - RELATED FEES

     None

TAX FEES

     None

ALL OTHER FEES

     None

INDEX TO FINANCIAL STATEMENTS.

     Report of Independent Public Accountants..........................   F-1

     Consolidated Balance Sheet as of December 31, 2002................   F-2

     Consolidated Statements of Operations for the years
      ended December 31, 2002 and 2001 ................................   F-3

     Consolidated Statements of Changes in Stockholders' Equity
     (Deficit) for the years ended December 31, 2002 and 2001 .........   F-4

     Consolidated Statements of Cash Flows for the years
      ended December 31, 2002 and 2001 ................................   F-5

     Notes to Consolidated Financial Statements........................   F-6

                                   18

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



The Board of Directors and Stockholders of
Newsearch, Inc.
dba Panache, Inc.


We have audited the accompanying consolidated balance sheet of Newsearch, Inc.
dba Panache, Inc. as of December 31, 2002, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows for
each of the years ended December 31, 2002 and 2001. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Newsearch, Inc. dba
Panache, Inc. as of December 31, 2002, and the results of its operations and
cash flows for each of the years ended December 31, 2002 and 2001, in conformity
with accounting principles generally accepted in the United States of America.



                                                 COMISKEY & COMPANY

                                                 PROFESSIONAL CORPORATION

Denver, Colorado
May 19, 2003

                                       F-1



<PAGE>

                                 Newsearch, Inc.
                                dba Panache, Inc.
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2002


     ASSETS

CURRENT ASSETS
 Cash and cash equivalents                                            $  11,185
 Accounts receivable                                                        396
 Inventory                                                               27,918
                                                                      ---------
     Total current assets                                                39,499

EQUIPMENT - AT COST
 Office equipment                                                         1,075
 Automobiles                                                              3,000
 Leasehold improvements                                                  26,310
                                                                      ---------
                                                                         30,385
 Less accumulated depreciation                                           16,488
                                                                      ---------
                                                                         13,897
OTHER ASSETS
 Goodwill (net of amortization of $9,546)                                30,454
 Deposits                                                                 3,353
                                                                      ---------
                                                                         33,807
                                                                      ---------

     TOTAL ASSETS                                                     $  87,203
                                                                      =========

     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Accounts payable                                                     $  25,133
 Accrued payroll-related expenses                                         1,441
 Current portion of installment debt                                      7,432
                                                                      ---------
     Total current liabilities                                           34,006

LONG-TERM LIABILITIES
 Stockholder loans                                                      114,906

STOCKHOLDERS' EQUITY (DEFICIT)
 Preferred stock; $0.001 par value, 50,000,000 shares
  authorized; no shares issued and outstanding                             --
 Common stock, $0.001 par value, 100,000,000 shares
  authorized; 1,150,250 shares issued and outstanding                     1,701
 Additional paid-in capital                                               6,361
 Accumulated deficit                                                    (69,771)
                                                                      ---------
                                                                        (61,709)
                                                                      ---------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             $  87,203
                                                                      =========

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

                                      F-2



<PAGE>
<TABLE>
<CAPTION>

                                           Newsearch, Inc.
                                          dba Panache, Inc.
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                           For the years ended December 31, 2002 and 2001



                                                                   2002                     2001
                                                               -----------               -----------

<S>                                                            <C>                       <C>
Sales revenue                                                  $   130,028               $   180,554

Cost of sales                                                       64,806                    80,596
                                                               -----------               -----------

    Gross profit                                                    65,222                    99,958

General and administrative expenses                                 78,477                   110,279
                                                               -----------               -----------

    Loss from operations                                           (13,255)                  (10,321)

Other expense
 Interest expense                                                    8,152                     6,321
                                                               -----------               -----------

    Net loss                                                   $   (21,407)              $   (16,642)
                                                               ===========               ===========

Loss per basic share                                           $     (0.01)              $     (0.01)
                                                               ===========               ===========

Weighted average number of basic shares outstanding              1,461,543                 1,701,050
                                                               ===========               ===========

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

                                                   F-3




<PAGE>


                                                             Newsearch, Inc.
                                                            dba Panache, Inc.
                                             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                              For the years ended December 31, 2002 and 2001



                                             Preferred Stock             Common Stock
                                         -----------------------   ------------------------
                                           Number                    Number                   Additional   Accumulated
                                         of Shares     Amount      of Shares       Amount   Paid-in Capital  Deficit        Total
                                         ----------   ----------   ----------    ---------- ---------------  -------     ----------

Balance at December 31, 2000                   --     $     --      1,500,000    $     --     $      100   $   (1,560)   $   (1,460)

Stock issued for services                      --           --      3,550,000          --          3,550         --           3,550

Net loss                                       --           --           --            --           --        (16,642)      (16,642)
                                         ----------   ----------   ----------    ----------   ----------   ----------    ----------

Balance at December 31, 2001                   --           --      5,050,000          --          3,650      (18,202)      (14,552)

Recapitalization of
  private company                              --           --     (3,899,750)        1,701        2,711      (30,162)      (25,750)

Net loss                                       --           --           --            --           --        (21,407)      (21,407)
                                         ----------   ----------   ----------    ----------   ----------   ----------    ----------

Balance at December 31, 2002                   --     $     --      1,150,250    $    1,701   $    6,361   $  (69,771)   $  (61,709)
                                         ==========   ==========   ==========    ==========   ==========   ==========    ==========

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

                                                               F-4






<PAGE>


                                              Newsearch, Inc.
                                             dba Panache, Inc.
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                              For the years ended December 31, 2002 and 2001



                                                                        2002                   2001
                                                                      --------               --------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                            $(21,407)             $(16,642)
  Adjustments to reconcile net loss to net
   cash flows from operating activities:
     Depreciation and amortization                                       5,907                 8,690
     Stock issued for services                                            --                   3,550
     Changes in assets and liabilities:
     Increase in accounts receivable                                      (396)                 --
     Decrease in prepaid expenses and other current assets                --                     530
     (Increase) decrease in inventories                                 (9,098)                6,180
     Decrease in deposits                                                 --                  (1,878)
     Increase in accounts payable                                        8,989                 8,743
     Increase (decrease) in accrued payroll-related expenses               797                  (136)
                                                                      --------              --------
         Net cash flows from operating activities                      (15,208)                9,037

CASH FLOWS FROM INVESTING ACTIVITES
  Equipment purchases                                                     --                 (20,841)
                                                                      --------              --------
         Net cash flows from investing activities                         --                 (20,841)


CASH FLOWS FROM FINANCING ACTIVITES
  Proceeds from stockholder loans                                       38,591                23,412
  Repayment of installment debt                                        (15,745)              (11,595)
                                                                      --------              --------
         Net cash flows from financing activities                       22,846                11,817
                                                                      --------              --------

NET INCREASE IN CASH                                                     7,638                    13

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                             3,547                 3,534
                                                                      --------              --------

CASH AND CASH EQUIVALENTS, END OF YEAR                                $ 11,185              $  3,547
                                                                      ========              ========

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

                                                   F-5

</TABLE>






<PAGE>


                                 Newsearch, Inc.
                                dba Panache, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001




1.   Summary of Significant Accounting Policies
     ------------------------------------------
     Development Stage Company
     Newsearch, Inc. (the "Company") was incorporated under the laws of the
     State of Colorado on December 3, 1999. The principal office of the
     corporation is 451 East 58th Avenue, Unit 3574, Denver, Colorado 80216.

     On August 20, 2002, the Company entered into a Stock Exchange Agreement and
     Plan of Reorganization (the "Agreement") with Panache, Inc., a Colorado
     corporation ("Panache"), and the two majority shareholders of Panache.
     Among other things, the Agreement provided for the Company's purchase from
     the Panache shareholders of over 90% of the issued and outstanding capital
     stock of Panache (4,970,000 of 5,050,000 shares) in exchange for the
     Company's issuance of 700,000 shares of its authorized but unissued common
     stock, no par value (the "Exchange Shares"), to the Panache shareholders
     (the "Panache Exchange"). Effective December 2, 2002, the Company underwent
     a change of control in connection with the consummation of the Panache
     Exchange in which (i) the directors of the Company resigned, and the
     directors of Panache became the Company's board of directors; (ii) the
     Company's executive officers resigned their positions, and the new board of
     directors appointed replacement officers, all of whom are officers of
     Panache; and (iii) the former Panache shareholders as a group became the
     holder of 700,000 shares of the Company's common stock, out of
     approximately 1,150,000 shares issued and outstanding immediately after the
     Panache Exchange.

     Panache is considered the accounting acquirer, and the accompanying
     financial statements include the operations of Panache from the earliest
     period presented. The transaction with Newsearch, Inc. is presented as a
     recapitalization of Panache.

     Prior to the Panache Exchange, the Company was a new enterprise in the
     development stage as defined by Statement No. 7 of the Financial Accounting
     Standards Board. The Company was considered as a blind pool or blank check
     company for the purpose of seeking to complete a merger or business
     acquisition transaction, as a successor to a previous company, which was
     also named Newsearch, Inc. ("Old Newsearch"). The Company is authorized to
     issue 100,000,000 shares of $.001 par value stock and 50,000,000 shares of
     $.001 par value preferred stock.

     Accounting Method
     The Company records income and expenses on the accrual method.

     Loss per Share
     Loss per share was computed using the weighted average number of shares of
     common stock outstanding during the period. The weighted average number of
     shares of common stock outstanding was calculated as if the
     recapitalization of Panache was effective at the beginning of the earliest
     period presented.

     Organization Costs
     Costs to incorporate the Company were originally capitalized to be
     amortized over a sixty-month period but have been written off pursuant to
     SOP 98-5.

                                      F-6


<PAGE>


                                 Newsearch, Inc.
                                dba Panache, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001




1.   Summary of Significant Accounting Policies (continued)
     -----------------------------------------------------
     Business
     The Company is a fashion merchandise wholesaler with operations in
     Colorado.

     Sales Revenue
     The Company records sales revenue at the time the merchandise is shipped.
     General and administrative expenses are charged as incurred to periodic
     income.

     Inventory
     Merchandise inventory is stated at the lower of cost or market value on the
     "first-in, first-out" accounting method.

     Depreciation
     Depreciation for both financial reporting and tax purposes is provided on
     the straight-line and accelerated methods over the following estimated
     useful lives:

                  Office equipment                      5 - 7   years
                  Automobiles                               5   years
                  Leasehold improvements                    7   years

     Goodwill and Covenant Not to Compete
     Goodwill resulting from an acquisition consists of the excess of the
     acquisition cost over the fair value of net assets acquired. Goodwill is
     amortized on a straight-line basis over 15 years.

     The Company will adopt the provisions of Statement of Financial Accounting
     Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets,"
     effective January 1, 2002. Under SFAS No. 142, goodwill is no longer
     amortized, but is instead tested for impairment annually. Impairment is the
     condition that exists when the carrying amount of goodwill exceeds its
     implied fair value. If goodwill is determined to be impaired, an impairment
     loss will be recognized to the extent that the carrying value exceeds the
     implied fair value.

     The covenant not to compete agreement arose from the acquisition and was
     amortized on a straight-line basis over the life of the agreement (three
     years). Amortization expense was $0 and $1,861 for the years ended December
     31, 2002 and 2001, respectively.

     Repairs and Maintenance
     Repairs and maintenance of a routine nature are charged as incurred, while
     those which extend or improve the life of existing assets are capitalized.

     Financial Instruments
     Unless otherwise indicated, the fair value of all reported assets and
     liabilities which represent financial instruments (none of which are held
     for trading purposes) approximate the carrying values of such amounts.

                                      F-7



<PAGE>


                                 Newsearch, Inc.
                                dba Panache, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001




1.   Summary of Significant Accounting Policies (continued)
     -----------------------------------------------------
     Statements of Cash Flows
     For purposes of the statements of cash flows, the Company considers all
     highly liquid debt instruments purchased with an original maturity of three
     months or less to be cash equivalents.

     Use of Estimates
     The preparation of the Company's financial statements in conformity with
     generally accepted accounting principles requires the Company's management
     to make estimates and assumptions that effect the amounts reported in these
     financial statements and accompanying notes. Actual results could differ
     from those estimates.

     Compensated Absences
     Employees of the Company are entitled to compensated absences depending on
     job classification, length of service, and other factors. At December 31,
     2002 and 2001, the minimal amounts remaining unused by employees could not
     be reasonably estimated and, accordingly, no provision is recorded.

     Consideration of Comprehensive Income Items
     For the years ended December 31, 2002 and 2001, the Company's financial
     statements do not contain any changes that are required to be reported
     separately in comprehensive income.

2.   Statements of Cash Flows
     ------------------------
     Supplemental disclosures of cash information:

         Cash paid during the year ended December 31:

                                                      2002              2001
                                                   -----------       ----------

           Interest                                $     1,389       $    3,409
                                                   ===========       ==========

     Non-cash financing activities:
         Book value of stock issued for services   $         -       $    3,550
                                                   ===========       ==========

3.   Installment Debt
     ----------------
     At December 31, 2002, the Company had the following notes payable:


                                                     Current          Long-term
                                                     -------          ---------

        8.00% note secured by assets of the Company.
        Principal and interest of $507 due monthly.
        Maturing July 2003.                        $     3,457       $        -

        8.00% note, unsecured.
        Principal and interest of $811 due monthly.
        Maturing June 2003.                              3,975                -
                                                   -----------       ----------

                                                   $     7,432       $        -
                                                   ===========       ==========

                                      F-8

<PAGE>


                                 Newsearch, Inc.
                                dba Panache, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001




4.   Related Party Transactions
     --------------------------
     Note Payable
     The Company has an unsecured note payable to a stockholder that accrues
     interest at 8.00%. Accrued interest is added annually to the note balance.
     The balance was $88,462 and $50,565 at December 31, 2002 and 2001,
     respectively. Interest expense was $6,070 and $2,912 for the years ended
     December 31, 2002 and 2001, respectively.

     The Company has an unsecured note payable to a stockholder that accrues
     interest at 8.00%. Accrued interest is added annually to the note balance.
     The balance was $26,444 at December 31, 2002. Interest expense was $694 for
     the year ended December 31, 2002.

     One of the Company's stockholders is a personal guarantor on one of the
     installment notes of the Company.

5.   Lease Commitments
     -----------------
     The Company leases its office and warehouse space under a lease expiring
     August 2004. Future minimum rental payments through maturity are as
     follows:

                       Year ending
                      December 31,                            Amount
                      ------------                            ------

                          2003                           $      23,454
                          2004                                  13,902
                                                         -------------

                                                         $      37,356
                                                         =============


     Rent expense under operating lease agreements was $23,309 and $19,725 for
     the years ended December 31, 2002 and 2001, respectively.

6.   Stockholders' Equity
     --------------------
     The Company issued 700,000 shares for the merger with Panache, Inc. in
     October 2002. These shares have been valued at $0.001 per share.

     As of December 31, 2002, 1,150,250 shares of the Company's $.001 par value
     common stock were issued and outstanding.

7.   Income Taxes
     ------------
     The Company has Federal net operating loss carryforwards of approximately
     $21,000 expiring in the year 2022. The tax benefit of these net operating
     losses is approximately $4,000 and has been offset by a full allowance for
     realization. For the year ended December 31, 2002, the allowance increased
     by $4,000.

                                      F-9


<PAGE>


                                 Newsearch, Inc.
                                dba Panache, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001




8.   Stock Option and Stock Compensation Plans
     -----------------------------------------
     The Company established an Employee Stock Compensation Plan (the
     "Compensation Plan") effective October 15, 2002. A total of 3,000,000
     common shares are reserved for issuance pursuant to the Compensation Plan.
     Awards are at the discretion of the Board of Directors, and may be made
     only to employees. The Compensation Plan expires October 15, 2012.

     The Company established the 2002 Compensatory Stock Option Plan (the
     "Option Plan") effective October 15, 2002. A total of 3,000,000 common
     shares are reserved for issuance pursuant to the Option Plan. Stock options
     may be granted only to employees, at a stated price of not less than 100%
     of fair market value on the date the option is granted. The Option Plan is
     administered by the compensation committee of the Board of Directors. The
     Option Plan expires October 14, 2012. Stock options covering 1,006,000
     shares have been granted under the Option Plan.

                                      F-10

<PAGE>


                                   SIGNATURES

     In accordance with section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report on Form 10-KSB to be signed on its
behalf by the undersigned, thereto duly authorized individual.

Date: October 30, 2003

                                    NEWSEARCH, INC.

                                    By /s/ Dean Wicker
                                       -----------------------------------------
                                           Dean Wicker, Chief Executive Officer,
                                           President and Chief Financial Officer


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


      Name                            Title                           Date
      ----                            -----                           ----

/s/   Dean Wicker
--------------------------     Director, Chief                  October 30, 2003
      Dean Wicker              Executive Officer,President
                               and Chief Financial Officer

/s/   William B. Johnson
--------------------------     Director                         October 30, 2003
      William B. Johnson

/s/   Irwin Krushansky
--------------------------     Director                         October 30, 2003
      Irwin Krushansky


                                       19