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

                             FORM 10-KSB

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

For the fiscal year ended March 31, 2003    Commission File No. 2-93231-NY

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

     For the transition period from           to           .

                   FASHION TECH INTERNATIONAL, INC.
            (Name of small business issuer in its charter)

           Nevada                                         87-0395695
     State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization                     Identification No.)

    311 South State Street, Suite 460, Salt Lake City, Utah 84111
         (Address of principal executive offices)  (zip code)

Issuer's telephone number, including area code:  (801) 364-9262

            1340 East 130 North, Springville, Utah 84663
    (Former name or former address, if changed since last report.)

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to 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 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. (Not applicable)                  [   ]

Issuer's revenues for its most recent fiscal year.         $   -0-

The aggregate market value of the voting stock held by non-affiliates is not
determinable because of the lack of any meaningful market value quotations.
(See Item 5 herein).

The number of shares outstanding of the Issuer's common stock at March 31,
2003: 3,591,082

<PAGE>

                   FORWARD-LOOKING STATEMENT NOTICE

     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 Section27A 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 the Company's future plans of operations, business
strategy, operating results, and financial position. Persons reviewing this
report are cautioned that any forward-looking statements are not guarantees of
future performance and are subject to risks and uncertainties and that actual
results may differ materially from those included within the forward-looking
statements as a result of various factors. Such factors are discussed under
the headings "Item 1. Description of Business," and "Item 6. Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
also include general economic factors and conditions that may directly or
indirectly impact the Company's financial condition or results of operations.

<PAGE>

                                PART I

ITEM 1.   DESCRIPTION OF BUSINESS

     (A)  BUSINESS DEVELOPMENT.

     Fashion Tech International, Inc. was originally formed as a Utah
corporation in April 1983 under the name Portofino Investment, Inc. In January
1984, the Company changed its name to Fashion Tech International, Inc. It has
been an inactive shell corporation for at least the past 10 years. In April
1999, the stockholders approved a merger with Fashion Tech International,
Inc., a Nevada corporation to change the domicile of the Company from Utah to
Nevada. For the past four years the Company has had no active business
operations, and has been seeking to acquire an interest in a business with
long-term growth potential.

     The Company currently has no commitment or arrangement to participate in
a business and cannot now predict what type of business it may enter into or
acquire. It is emphasized that the business objectives discussed herein are
extremely general and are not intended to be restrictive on the discretion of
the Company's management.

     (B)  BUSINESS OF COMPANY.

SELECTION OF A BUSINESS

     The Company anticipates that businesses for possible acquisition will be
referred by various sources, including its officers and directors,
professional advisors, securities broker-dealers, venture capitalists, members
of the financial community, and others who may present unsolicited proposals.
The Company will not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its officers and
directors and their

<PAGE>

affiliates, as well as indirect associations between them
and other business and professional people. By relying on "word of mouth", the
Company may be limited in the number of potential acquisitions it can
identify. While it is not presently anticipated that the Company will engage
unaffiliated professional firms specializing in business acquisitions or
reorganizations, such firms may be retained if management deems it in the best
interest of the Company.

     Compensation to a finder or business acquisition firm may take various
forms, including one-time cash payments, payments based on a percentage of
revenues or product sales volume, payments involving issuance of securities
(including those of the Company), or any combination of these or other
compensation arrangements. Consequently, the Company is currently unable to
predict the cost of utilizing such services.

     The Company will not restrict its search to any particular business,
industry, or geographical location, and management reserves the right to
evaluate and enter into any type of business in any location. The Company may
participate in a newly organized business venture or a more established
company entering a new phase of growth or in need of additional capital to
overcome existing financial problems. Participation in a new business venture
entails greater risks since in many instances management of such a venture
will not have proved its ability, the eventual market of such venture's
product or services will likely not be established, and the profitability of
the venture will be unproved and cannot be predicted accurately. If the
Company participates in a more established firm with existing financial
problems, it may be subjected to risk because the financial resources of the
Company may not be adequate to eliminate or reverse the circumstances leading
to such financial problems.

     In seeking a business venture, the decision of management will not be
controlled by an attempt to take advantage of any anticipated or perceived
appeal of a specific industry, management group, product, or industry, but
will be based on the business objective of seeking long-term capital
appreciation in the real value of the Company.

     The analysis of new businesses will be undertaken by or under the
supervision of the officers and directors. In analyzing prospective
businesses, management will consider, to the extent applicable, the available
technical, financial, and managerial resources; working capital and other
prospects for the future; the nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; the potential for growth and expansion; the potential for profit;
the perceived public recognition or acceptance of products, services, or trade
or service marks; name identification; and other relevant factors.

     The decision to participate in a specific business may be based on
management's analysis of the quality of the other firm's management and
personnel, the anticipated acceptability of new products or marketing
concepts, the merit of technological changes, and other factors which are
difficult, if not impossible, to analyze through any objective criteria. It is
anticipated that the results of operations of a specific firm may not
necessarily be indicative of the potential for the

<PAGE>

future because of the
requirement to substantially shift marketing approaches, expand significantly,
change product emphasis, change or substantially augment management, and other
factors.

     The Company will analyze all available factors and make a determination
based on a composite of available facts, without reliance on any single
factor. The period within which the Company may participate in a business
cannot be predicted and will depend on circumstances beyond the Company's
control, including the availability of businesses, the time required for the
Company to complete its investigation and analysis of prospective businesses,
the time required to prepare appropriate documents and agreements providing
for the Company's participation, and other circumstances.

ACQUISITION OF A BUSINESS

     In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, or other reorganization
with another corporation or entity; joint venture; license; purchase and sale
of assets; or purchase and sale of stock, the exact nature of which cannot now
be predicted. Notwithstanding the above, the Company does not intend to
participate in a business through the purchase of minority stock positions. On
the consummation of a transaction, it is likely that the present management
and shareholders of the Company will not be in control of the Company. In
addition, a majority or all of the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new directors
without a vote of the Company's shareholders.

     In connection with the Company's acquisition of a business, the present
shareholders of the Company, including officers and directors, may, as a
negotiated element of the acquisition, sell a portion or all of the Company's
Common Stock held by them at a significant premium over their original
investment in the Company. It is not unusual for affiliates of the entity
participating in the reorganization to negotiate to purchase shares held by
the present shareholders in order to reduce the number of "restricted
securities" held by persons no longer affiliated with the Company and thereby
reduce the potential adverse impact on the public market in the Company's
Common Stock that could result from substantial sales of such shares after the
restrictions no longer apply. As a result of such sales, affiliates of the
entity participating in the business reorganization with the Company would
acquire a higher percentage of equity ownership in the Company. Public
investors will not receive any portion of the premium that may be paid in the
foregoing circumstances. Furthermore, the Company's shareholders may not be
afforded an opportunity to approve or consent to any particular stock buy-out
transaction.

     In the event sales of shares by present shareholders of the Company,
including officers and directors, is a negotiated element of a future
acquisition, a conflict of interest may arise because directors will be
negotiating for the acquisition on behalf of the Company and for sale of their
shares for their own respective accounts. Where a business opportunity is well
suited for acquisition by the Company, but affiliates of the business
opportunity impose a condition that

<PAGE>

management sell their shares at a price
which is unacceptable to them, management may not sacrifice their financial
interest for the Company to complete the transaction. Where the business
opportunity is not well suited, but the price offered management for their
shares is high, management will be tempted to effect the acquisition to
realize a substantial gain on their shares in the Company. Management has not
adopted any policy for resolving the foregoing potential conflicts, should
they arise, and does not intend to obtain an independent appraisal to
determine whether any price that may be offered for their shares is fair.
Stockholders must rely, instead, on the obligation of management to fulfill
its fiduciary duty under state law to act in the best interests of the Company
and its stockholders.

     It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of the transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter. Although the terms of such
registration rights and the number of securities, if any, which may be
registered cannot be predicted, it may be expected that registration of
securities by the Company in these circumstances would entail substantial
expense to the Company. The issuance of substantial additional securities and
their potential sale into any trading market that may develop in the Company's
securities may have a depressive effect on such market.

     While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to structure the acquisition as a so-called
"tax-free" event under sections 351 or 368(a) of the Internal Revenue Code of
1986, (the "Code"). In order to obtain tax-free treatment under section 351 of
the Code, it would be necessary for the owners of the acquired business to own
80% or more of the voting stock of the surviving entity. In such event, the
shareholders of the Company would retain less than 20% of the issued and
outstanding shares of the surviving entity. Section 368(a)(1) of the Code
provides for tax-free treatment of certain business reorganizations between
corporate entities where one corporation is merged with or acquires the
securities or assets of another corporation. Generally, the Company will be
the acquiring corporation in such a business reorganization, and the tax-free
status of the transaction will not depend on the issuance of any specific
amount of the Company's voting securities. It is not uncommon, however, that
as a negotiated element of a transaction completed in reliance on section 368,
the acquiring corporation issue securities in such an amount that the
shareholders of the acquired corporation will hold 50% or more of the voting
stock of the surviving entity. Consequently, there is a substantial
possibility that the shareholders of the Company immediately prior to the
transaction would retain less than 50% of the issued and outstanding shares of
the surviving entity. Therefore, regardless of the form of the business
acquisition, it may be anticipated that stockholders immediately prior to the
transaction will experience a significant reduction in their percentage of
ownership in the Company.

     Notwithstanding the fact that the Company is technically the acquiring
entity in the

<PAGE>

foregoing circumstances, generally accepted accounting
principles will ordinarily require that such transaction be accounted for as
if the Company had been acquired by the other entity owning the business and,
therefore, will not permit a write-up in the carrying value of the assets of
the other company.

     The manner in which the Company participates in a business will depend
on the nature of the business, the respective needs and desires of the Company
and other parties, the management of the business, and the relative
negotiating strength of the Company and such other management.

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

OPERATION OF BUSINESS AFTER ACQUISITION

     The Company's operation following its acquisition of a business will be
dependent on the nature of the business and the interest acquired. The Company
is unable to predict whether the Company will be in control of the business or
whether present management will be in control of the Company following the
acquisition. It may be expected that the business will present various risks,
which cannot be predicted at the present time.

GOVERNMENTAL REGULATION

     It is impossible to predict the government regulation, if any, to which
the Company may be subject until it has acquired an interest in a business.
The use of assets and/or conduct of businesses that the Company may acquire
could subject it to environmental, public health and safety, land use, trade,
or other governmental regulations and state or local taxation. In selecting a
business in which to acquire an interest, management will endeavor to
ascertain, to the extent of the limited resources of the Company, the effects
of such government regulation on the prospective business of the Company. In
certain circumstances, however, such as the acquisition of an interest in a
new or start-up business activity, it may not be possible to predict with any
degree of accuracy the impact of government regulation. The inability to
ascertain the effect of government regulation on a prospective business
activity will make the acquisition of an interest in such business a higher
risk.

COMPETITION

     The Company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by
virtue of their stronger financial

<PAGE>

resources and prior experience in business.
There is no assurance that the Company will be successful in obtaining
suitable investments.

EMPLOYEES

     The Company is a development stage company and currently has no
employees. Executive officers, who are not compensated for their time
contributed to the Company, will devote only such time to the affairs of the
Company as they deem appropriate, which is estimated to be approximately 20
hours per month per person. Management of the Company expects to use
consultants, attorneys, and accountants as necessary, and does not anticipate
a need to engage any full-time employees so long as it is seeking and
evaluating businesses. The need for employees and their availability will be
addressed in connection with a decision whether or not to acquire or
participate in a specific business industry.

ITEM 2.   DESCRIPTION OF PROPERTY.

     The Company has no office facilities and does not presently anticipate
the need to lease commercial office space or facilities. For now the business
address of Lynn Dixon, the principal shareholder, is being used as the Company
address.  The Company may lease commercial office facilities in the future at
such time as operations have developed to the point where the facilities are
needed, but has no commitments or arrangements for any facilities. There is no
assurance regarding the future availability of commercial office facilities or
terms on which the Company may be able to lease facilities in the future, nor
any assurance regarding the length of time the present arrangement may
continue.

ITEM 3.   LEGAL PROCEEDINGS.

     The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no action has been threatened by or against
the Company.

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

     No matter was submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.

                               PART II

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

     (A)  MARKET INFORMATION.

     In September 2001, the Company's common stock was included in the NASD's
Bulletin Board system under the symbol "FTEI". Although quotations for the
Company's common stock

<PAGE>

appear on the OTC Bulletin Board, there is no
established trading market for the common stock. Since September 2001,
transactions in the common stock can only be described as sporadic.
Consequently, the Company is of the opinion that any published prices cannot
be attributed to a liquid and active trading market and, therefore, is not
indicative of any meaningful market value.

     The following sets forth high and low bid price quotations for each
calendar quarter during the last two fiscal years that trading occurred or
quotations were available. Such quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions.

     Quarter Ended                 High                     Low
     September 30, 2001            None                     None
     December 31, 2001             $0.10                    $0.01

     March 31, 2002                $0.10                    $0.10
     June 30, 2002                 $0.10                    $0.10
     September 30, 2002            $0.10                    $0.03
     December 31, 2002             None                     None

     March 31, 2003                None                     None

     (B)  HOLDERS.

     On May 9, 2003, there were approximately 493 holders of record of the
Company's Common Stock.

     (C)  DIVIDENDS.

     The Company has not previously paid any cash dividends on common stock
and does not anticipate or contemplate paying dividends on common stock in the
foreseeable future.  Management's present intention is to utilize all
available funds for the development of the business.  The only restrictions
that limit the ability to pay dividends on common equity or that are likely to
do so in the future, are those restrictions imposed by law.  Under Nevada
corporate law, no dividends or other distributions may be made which would
render a company insolvent or reduce assets to less than the sum of
liabilities plus the amount needed to satisfy outstanding liquidation
preferences.

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

PLAN OF OPERATIONS.

     The Company had no operations or revenue during the last two fiscal
years. Due to this, the Company realized a net loss. The Company does not
expect to generate any meaningful

<PAGE>

revenue or incur operating expenses, except
for administrative, legal, professional, accounting and auditing costs
associated with the filing requirements of a public reporting company, unless
and until it acquires an interest in an operating company.

     The Company does not have sufficient cash to meet its operational needs
for the next twelve months. Management's plan of operation for the next twelve
months is to attempt to raise additional capital through loans from related
parties, debt financing, equity financing or a combination of financing
options. Currently, there are no understandings, commitments or agreements for
such an infusion of capital and no assurances to that effect. Unless the
Company can obtain additional financing, its ability to continue as a going
concern during the next twelve-month period is doubtful. The Company's need
for capital may change dramatically if and during that period, it acquires an
interest in a business opportunity.

     The Company's current operating plan is to (i) handle the administrative
and reporting requirements of a public company, and (ii) search for potential
businesses, products, technologies and companies for acquisition. At present,
the Company has no understandings, commitments or agreements with respect to
the acquisition of any business venture, and there can be no assurance that
the Company will identify a business venture suitable for acquisition in the
future. Further, there can be no assurance that the Company would be
successful in consummating any acquisition on favorable terms or that it will
be able to profitably manage any business venture it acquires.

ITEM 7.   FINANCIAL STATEMENTS.

     See attached Financial Statements and Schedules.

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

     There are not and have not been any disagreements between the Company
and its accountants on any matter of accounting principles or practices or
financial statement disclosure.

                               PART III

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

     (A)  IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS.

     The following table sets forth the directors and executive officers of
the Company, their ages, and all offices and positions with the Company.  A
director is elected for a period of one year and thereafter serves until
his/her successor is duly elected by the stockholders and qualifies.  Officers
and other employees serve at the will of the Board of Directors.


<PAGE>

<TABLE>
<S>                      <C>              <C>
                         Term Served As   Positions
Name of Director  Age    Director/Officer With Company
                         Since:
Pam Jowett         49    December 1999    President & Director

Paul W. Nielsen    81    March 1999       Vice President &
                                          Director
George P. Horton   69    February 1999    Secretary/Treasurer &
                                          Director

</TABLE>

     A brief description of their background and business experience is as
follows:

     PAM JOWETT serves as President, Secretary/Treasurer and Director of the
Company.  Ms. Jowett has been self employed for over the past five years as a
nail technician in the beauty industry. Ms. Jowett also is an officer or
director of Prestige Capital Corporation and First Growth Investors, Inc.,
other companies subject to the reporting requirements of the Securities
Exchange Act of 1934.

     PAUL W. NIELSEN. Mr. Nielsen has been retired since 1984. Mr. Nielson is
an officer and director of Prestige Capital Corporation, another company
subject to the reporting requirements of the Securities Exchange Act of 1934.

     GEORGE R. HORTON. Mr. Horton received a degree in animal husbandry from
Brigham Young University in 1955, and a degree in secondary education from the
University of Utah in 1959. Since 1992, Mr. Horton has been the chief
executive officer of Sonos Management Corporation, a private holding and
investment Nevada corporation. He has served as an officer and director of
Prestige Capital Corporation since 1989, which is a reporting public "shell"
company. He served as an officer and director of Ventures-United, Inc., from
1999 to January 2002, which is also a reporting public "shell" company.

     The directors hold no other directorships in any other companies subject
to the reporting requirements of the Securities Exchange Act of 1934.

     (B)  IDENTIFY SIGNIFICANT EMPLOYEES.

     None other than the person previously identified.

     (C)  FAMILY RELATIONSHIPS.

     None


<PAGE>

     (D)  INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

     Except as described herein, no present officer or director of the
Company; 1) has had any petition filed, within the past five years, in Federal
Bankruptcy or state insolvency proceedings on such person's behalf or on
behalf of any entity of which such person was an officer or general partner
within two years of filing; or 2) has been convicted in a criminal proceeding
within the past five years or is currently a named subject of a pending
criminal proceeding; or 3) has been the subject, within the past five years,
of any order, judgment, decree or finding (not subsequently reversed,
suspended or vacated) of any court or regulatory authority involving violation
of securities or commodities laws, or barring, suspending, enjoining or
limiting any activity relating to securities, commodities or other business
practice.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.  Section 16(a) is not
applicable.

ITEM 10.  EXECUTIVE COMPENSATION.

     The Company has not paid any cash compensation to its executive officers
during the last three fiscal years.

     The Company has no agreement or understanding, express or implied, with
any officer, director, or principal stockholder, or their affiliates or
associates, regarding employment with the Company or compensation for
services. There is no understanding between the Company and any of its present
stockholders regarding the sale of a portion or all of the common stock
currently held by them in connection with any future participation by the
Company in a business. There are no other plans, understandings, or
arrangements whereby any of the Company's officers, directors, or principal
stockholders, or any of their affiliates or associates, would receive funds,
stock, or other assets in connection with the Company's participation in a
business. No advances have been made or contemplated by the Company to any of
its officers, directors, or principal stockholders, or any of their affiliates
or associates.

     There is no policy that prevents management from adopting a plan or
agreement in the future that would provide for cash or stock based
compensation for services rendered to the Company.

     On acquisition of a business, it is possible that current management
will resign and be replaced by persons associated with the business acquired,
particularly if the Company participates in a business by effecting a stock
exchange, merger, or consolidation. In the event that any member of current
management remains after effecting a business acquisition, that member's time
commitment and compensation will likely be adjusted based on the nature and
location of such business and the services required, which cannot now be
foreseen.

COMPENSATION OF DIRECTORS     None


<PAGE>

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

     The Company has not entered into any contracts or arrangements with any
named executive officer which would provide such individual with a form of
compensation resulting from such individual's resignation, retirement or any
other termination of such executive officer's employment with the Company or
its subsidiary, or from a change-in-control of the Company or a change in the
named executive officer's responsibilities following a change-in-control.

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

     The following table contains stock ownership information about officers
or directors, and other stockholders who we know to be beneficial owners of
more that 5% of our stock. A beneficial owner of stock is any person who has
or shares the power to decide how to vote or whether to dispose of the stock.

<TABLE>
<CAPTION>
                          Title of    Amount & Nature of  % of
Name and Address           Class     Beneficial Ownership Class
<S>                       <C>        <C>                  <C>
Principal Shareholders

Lynn Dixon                Common        1,974,750 shares  54.99%
311 S. State, #460
SLC, UT 84111

Scott Bills               Common          300,000 shares   8.35%
1476 East 3045 South
Salt Lake City, UT 84106

Paul McAlister            Common          300,000 shares   8.35%
485 West 40 South
Lindon, UT 84042

Clair Olsen               Common          300,000 shares   8.35%
768 Gull Avenue
Foster City, CA 94404

Officers and Directors

Pam Jowett                Common              -0- shares
2508 S. 1300 E.
SLC, UT 84106

Paul W. Nielsen           Common              -0- shares
11188 South Woodfield Road
South Jordan, Utah 84095


<PAGE>

                          Title of    Amount & Nature of  % of
Name and Address           Class     Beneficial Ownership Class

George P. Horton          Common             -0- shares
1340 East 130 North
Springville, Utah 84663

All officers and directors
as a group (3 persons)    Common             -0- shares    00%

</TABLE>

     The foregoing amounts include all shares these persons are deemed to
beneficially own regardless of the form of ownership.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company has entered into certain transactions with officers,
directors or affiliates of the Company which include the following:

     During the fiscal years ended March 31, 2003 and 2002, Lynn Dixon, a
majority shareholder of the Company, advanced $3,800 and, $5,950 respectively,
to the Company. No interest is being accrued on these advances. As a result,
the Company carries an account payable to a related party, which bears no
interest, in the amount of $16,050.

     During the fiscal year ended March 31, 2003, the Company utilized office
space at 311 South State Street, Suite 460, Salt Lake City, Utah 84111, which
was provided by Lynn Dixon, a majority shareholder of the Company. During the
fiscal year ended March 31, 2002, the Company utilized office space at 1340
East 130 North, Springville, Utah 84663, which was provided by George Horton,
an officer and director. The Company does not pay rent for this office space.

     Except as disclosed in this item, in notes to the financial statements
or elsewhere in this report, the Company is not aware of any indebtedness or
other transaction in which the amount involved exceeds $60,000 between the
Company and any officer, director, nominee for director, or 5% or greater
beneficial owner of the Company or an immediate family member of such person;
nor any relationship in which a director or nominee for director of the
Company was also an officer, director, nominee for director, greater than 10%
equity owner, partner, or member of any firm or other entity which received
from or paid the Company, for property or services, amounts exceeding 5% of
the gross annual revenues or total assets of the Company or such other firm or
entity.

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

     (A)  EXHIBITS to this report are all documents previously filed which
are incorporated herein as exhibits to this report by reference to
registration statements and other reports previously filed by the Company
pursuant to the Securities Act of 1933 and the Securities

<PAGE>

Exchange Act of 1934.

     (B)  REPORTS ON FORM 8-K have not been filed during the last quarter of
the fiscal year ended March 31, 2003.

ITEM 14.  CONTROLS AND PROCEDURES.

     The issuer's principal executive officer or officers and principal
financial officer or officers, or persons performing similar functions, are
responsible for establishing and maintaining disclosure controls and
procedures (as such term is defined in paragraph (c) of Rule 15d-14) for the
issuer and have:

     designed such disclosure controls and procedures to ensure that material
information relating to the issuer, including its consolidated subsidiaries,
is made known to them by others within those entities, particularly during the
period in which the periodic reports are being prepared;

     evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the report
(the "Evaluation Date").

     Based on their evaluation as of the Evaluation Date, their conclusions
about the effectiveness of the disclosure controls and procedures were that
nothing indicated:

     any significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record, process,
summarize and report financial data;

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

     any material weaknesses in internal controls that have been or should be
identified for the issuer's auditors and disclosed to the issuer's auditors
and the audit committee of the board of directors (or persons fulfilling the
equivalent function).

     Changes in internal controls. There were no significant changes in the
issuer's internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

<PAGE>













                     FASHION TECH INTERNATIONAL, INC.
                       [A Development Stage Company]

                           FINANCIAL STATEMENTS

                              MARCH 31, 2003


















<PAGE>

                     FASHION TECH INTERNATIONAL, INC.
                       [A Development Stage Company]




                                 CONTENTS

                                                                       PAGE

        -  Independent Auditors' Report                                  1


        -  Balance Sheet, March 31, 2003                                 2


        -  Statements of Operations, for the years ended
            March 31, 2003 and 2002 and from the re-entering
            of development stage on April 1, 1985 through
            March 31, 2003                                               3


        -  Statement of Stockholders' Equity (Deficit), from the
            date of the re-entering of development stage on
            April 1, 1985 through March 31, 2003                         4


        -  Statements of Cash Flows, for the years ended
            March 31, 2003 and 2002 and from the re-entering
            of development stage on April 1, 1985 through
            March 31, 2003                                               5


        -  Notes to Financial Statements                               6 - 8





<PAGE>




                       INDEPENDENT AUDITORS' REPORT


Board of Directors
FASHION TECH INTERNATIONAL, INC.
Salt Lake City, Utah

We   have   audited  the  accompanying  balance  sheet  of  Fashion   Tech
International, Inc. [a development stage company] at March 31,  2003,  and
the  related statements of operations, stockholders' equity (deficit)  and
cash  flows for the years ended March 31, 2003 and 2002 and for the period
from  the re-entering of development stage on April 1, 1985 through  March
31,  2003.   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 audit.  The financial  statements
of  Fashion  Tech  International, Inc. as of March 31, 1999  and  for  the
periods  then ended were audited by other auditors whose report dated  May
28,  1999  expressed an unqualified opinion on those financial  statements
and  included  an  explanatory  paragraph  expressing  concern  about  the
Company's  ability  to continue as a going concern.  The  other  auditors'
report has been furnished to us, and our opinion, insofar as it relates to
the amounts included for such prior periods, is based solely on the report
of the other auditors.

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

In  our  opinion, based on our audit and the report of the other auditors,
the  financial  statements audited by us present fairly, in  all  material
respects,  the financial position of Fashion Tech International,  Inc.  [a
development  stage company] as of March 31, 2003, and the results  of  its
operations and its cash flows for the years ended March 31, 2003 and  2002
and  for the period from the re-entering of development stage on April  1,
1985  through  March  31,  2003,  in conformity  with  generally  accepted
accounting principles in the United States of America.

The  accompanying  financial statements have been  prepared  assuming  the
Company will continue as a going concern.  As discussed in Note 5  to  the
financial  statements, the Company has incurred losses since its inception
and  has  no  on-going  operations.   Further,  the  Company  has  current
liabilities  in excess of current assets.  These factors raise substantial
doubt  about  the ability of the Company to continue as a  going  concern.
Management's plans in regards to these matters are also described in  Note
5.   The  financial statements do not include any adjustments  that  might
result from the outcome of these uncertainties.


/s/PRITCHETT, SILER & HARDY, P.C.

PRITCHETT, SILER & HARDY, P.C.

April 25, 2003
Salt Lake City, Utah


<PAGE>

                     FASHION TECH INTERNATIONAL, INC.
                       [A Development Stage Company]

                               BALANCE SHEET


                                  ASSETS


                                                                    March 31,
                                                                      2003
                                                                  ____________
CURRENT ASSETS:
  Cash                                                            $         28
                                                                  ____________
        Total Current Assets                                                28
                                                                  ____________

                                                                  $         28
                                                                  ____________


              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                                                $      2,639
  Advances - related party                                              16,050
                                                                  ____________
        Total Current Liabilities                                       18,689
                                                                  ____________

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value,
   5,000,000 shares authorized,
   no shares issued and outstanding                                          -
  Common stock, $.001 par value,
   120,000,000 shares authorized,
   3,591,082 shares issued and
   outstanding                                                           3,591
  Capital in excess of par value                                       550,448
  Retained deficit                                                    (413,549)
  Deficit accumulated during the
   development stage                                                  (159,151)
                                                                  ____________
        Total Stockholders' Equity (Deficit)                           (18,661)
                                                                  ____________

                                                                  $         28
                                                                  ____________





 The accompanying notes are an integral part of this financial statement.

                                     2
<PAGE>

                     FASHION TECH INTERNATIONAL, INC.
                       [A Development Stage Company]

                         STATEMENTS OF OPERATIONS


                                                                   From the
                                                                Re-entering of
                                                 For the         Development
                                               Year Ended     Stage on April 1,
                                                March 31,        1985 Through
                                         ______________________    March 31,
                                            2003        2002         2003
                                         __________  __________  ____________
REVENUE                                  $        -  $        -  $          -

COST OF SALES                                     -           -             -
                                         __________  __________  ____________
GROSS PROFIT                                      -           -             -

EXPENSES:
  General and administrative                  5,554       6,159       160,661
                                         __________  __________  ____________

LOSS FROM OPERATIONS BEFORE
  OTHER INCOME (EXPENSE)                     (5,554)     (6,159)     (160,661)
                                         __________  __________  ____________
OTHER INCOME (EXPENSE):
  Interest expense                                -           -          (434)
  Gain on disposal of assets                      -           -         1,944
                                         __________  __________  ____________
TOTAL OTHER INCOME (EXPENSE)                      -           -         1,510
                                         __________  __________  ____________

LOSS BEFORE INCOME TAXES                     (5,554)     (6,159)     (159,151)

CURRENT TAX EXPENSE                               -           -             -

DEFERRED TAX EXPENSE                              -           -             -
                                         __________  __________  ____________

NET LOSS                                 $   (5,554) $   (6,159) $   (159,151)
                                         __________  __________  ____________

LOSS PER COMMON SHARE                    $     (.00) $     (.00) $       (.13)
                                         __________  __________  ____________










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

                                     3
<PAGE>

                     FASHION TECH INTERNATIONAL, INC.
                       [A Development Stage Company]

                STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

         FROM THE DATE OF THE RE-ENTERING OF DEVELOPMENT STAGE ON

                   APRIL 1, 1985 THROUGH MARCH 31, 2003


                                                                      Deficit
                                                                    Accumulated
                             Common Stock    Capital in             During the
                           _________________  Excess of  Retained   Development
                            Shares    Amount  Par Value   Deficit      Stage
                           _________  ______  _________  _________  ___________
BALANCE, April 1, 1985       183,063  $  183  $ 327,382  $(413,549) $         -

Issuance of 108,000 shares
 of common stock for cash
 at $.50 per share,
 November 1985               108,000     108     53,892          -            -

Return and cancellation of
 20,000 shares of common
 stock, November 1985        (20,000)    (20)    (9,998)         -            -

Issuance of 80 shares of
 common stock for cash at
 $.50 per share,
 November 1985                    80       -         40          -            -

Issuance of 80,000 shares
 of common stock for assets
 at $.50 per share,
 March 1986                   80,000      80     39,920          -            -

Issuance of 20,000 shares
 of common stock for
 services at $.50 per
 share, June 1986             20,000      20      9,998          -            -

Issuance of 220,000 shares
 of common stock for cash
 at $.50 per share,
 October 1986                220,000     220    109,780          -            -

Net loss from the
 re-entering of development
 stage on April 1, 1985
 through March 31, 1998            -       -          -          -    (118,056)
                           _________  ______  _________  _________  ___________
BALANCE, March 31, 1998      591,143     591    531,014   (413,549)   (118,056)

Net loss for the year ended
 March 31, 1999                    -       -          -          -      (8,666)
                           _________  ______  _________  _________  ___________
BALANCE, March 31, 1999      591,143     591    531,014   (413,549)   (126,722)

Fractional share adjustment      (61)      -          -          -            -

Issuance of 3,000,000
 shares of common stock to
 retire note payable and
 accrued interest at $.001
 per share, June 1999      3,000,000   3,000     19,434          -            -

Net loss for the year ended
 March 31, 2000                    -       -          -          -      (9,713)
                           _________  ______  _________  _________  ___________
BALANCE, March 31, 2000    3,591,082   3,591    550,448   (413,549)   (136,435)

Net loss for the year ended
 March 31, 2001                    -       -          -          -     (11,003)
                           _________  ______  _________  _________  ___________
BALANCE, March 31, 2001    3,591,082   3,591    550,448   (413,549)   (147,438)

Net loss for the year ended
 March 31, 2002                    -       -          -          -      (6,159)
                           _________  ______  _________  _________  ___________
BALANCE, March 31, 2002    3,591,082   3,591    550,448   (413,549)   (153,597)

Net loss for the year ended
 March 31, 2003                    -       -          -          -      (5,554)
                           _________  ______  _________  _________  ___________
BALANCE, March 31, 2003    3,591,082  $3,591  $ 550,448  $(413,549) $ (159,151)
                           _________  ______  _________  _________  ___________

 The accompanying notes are an integral part of this financial statement.

                                     4
<PAGE>

                     FASHION TECH INTERNATIONAL, INC.
                       [A Development Stage Company]

                         STATEMENTS OF CASH FLOWS


                                                                   From the
                                                                Re-entering of
                                                 For the         Development
                                               Year Ended     Stage on April 1,
                                                March 31,        1985 Through
                                         ______________________    March 31,
                                            2003        2002         2003
                                         __________  __________  ____________
Cash Flows from Operating Activities:
 Net loss                                $   (5,554) $   (6,159) $   (159,151)
 Adjustments to reconcile net loss to net
   cash used by operating activities:
  Non-cash expenses                               -           -        50,000
  Changes in assets and liabilities:
   Increase in accounts payable               1,689         254           695
   Increase in accrued interest                   -           -           434
                                         __________  __________  ____________
    Net Cash (Used) by Operating
      Activities                             (3,865)     (5,905)     (108,022)
                                         __________  __________  ____________

Cash Flows from Investing Activities              -           -             -
                                         __________  __________  ____________
    Net Cash Provided (Used) by Investing
      Activities                                  -           -             -
                                         __________  __________  ____________

Cash Flows from Financing Activities:
 Proceeds from common stock issuance              -           -        70,000
 Proceeds from notes payable                      -           -        22,000
 Advances from related party                  3,800       5,950        16,050
                                         __________  __________  ____________
    Net Cash Provided by Financing
      Activities                              3,800       5,950       108,050
                                         __________  __________  ____________

Net Increase (Decrease) in Cash                 (65)         45            28

Cash at Beginning of Period                      93          48             -
                                         __________  __________  ____________

Cash at End of Period                    $       28  $       93  $         28
                                         __________  __________  ____________

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
    Interest                             $        -  $        -  $          -
    Income taxes                         $        -  $        -  $          -

Supplemental Schedule of Noncash Investing and Financing Activities:
  For the year ended March 31, 2003:
     None

  For the year ended March 31, 2002:
     None





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

                                     5
<PAGE>

                     FASHION TECH INTERNATIONAL, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  -  Fashion  Tech International,  Inc.  ("the  Company")  was
  organized under the laws of the State of Utah on April 22, 1983 under  the
  name  Portofino Investment, Inc.  The name of the Company was  changed  to
  Fashion Tech International, Inc in January 1984.  During 1999, the Company
  changed its domicile to the State of Nevada.  The Company currently has no
  on-going  operations and is considered to have re-entered the  development
  stage as defined in Statement of Financial Accounting Standards No.  7  on
  April 1, 1985.  The Company is currently seeking business opportunities or
  potential business acquisitions.

  Cash  and Cash Equivalents - The Company considers all highly liquid  debt
  investments purchased with a maturity of three months or less to  be  cash
  equivalents.

  Loss  Per  Share  -  The computation of loss per share  is  based  on  the
  weighted average number of shares outstanding during the period presented,
  in  accordance with Statement of Financial Accounting Standards  No.  128,
  "Earnings Per Share" [See Note 6].

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

  Recently  Enacted Accounting Standards - Statement of Financial Accounting
  Standards  ("SFAS")  No.  141,  "Business  Combinations",  SFAS  No.  142,
  "Goodwill  and  Other  Intangible Assets", SFAS No. 143,  "Accounting  for
  Asset   Retirement  Obligations",  SFAS  No.  144,  "Accounting  for   the
  Impairment or Disposal of Long-Lived Assets", SFAS No. 145, "Rescission of
  FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
  Technical  Corrections", SFAS No. 146, "Accounting  for  Costs  Associated
  with  Exit or Disposal Activities", SFAS No. 147, "Acquisitions of Certain
  Financial  Institutions - an Amendment of FASB Statements No. 72  and  144
  and  FASB Interpretation No. 9", and SFAS No. 148, "Accounting for  Stock-
  Based  Compensation  - Transition and Disclosure - an  Amendment  of  FASB
  Statement  No. 123", were recently issued.  SFAS No. 141, 142,  143,  144,
  145,  146,  147  and 148 have no current applicability to the  Company  or
  their effect on the financial statements would not have been significant.

  Restatement - The financial statements for all periods have been  restated
  to reflect a 100-for-1 reverse stock split which was effected during April
  1999.

  Reclassification - The financial statements for periods prior to March 31,
  2003 have been reclassified to conform to the headings and classifications
  used in the March 31, 2003 financial statements.

                                     6
<PAGE>

                     FASHION TECH INTERNATIONAL, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CAPITAL STOCK

  In April 1999, the Company amended its Articles of Incorporation to change
  the  common stock par value from $.005 to $.001 and to authorize 5,000,000
  shares of preferred stock with a par value of $.001.

  In  April  1999, the Company authorized a 1-for-100 reverse  stock  split.
  The financial statements for all periods have been restated to reflect the
  stock split.

  In  June 1999, the Company issued 3,000,000 shares of common stock for the
  conversion of a $22,000 note payable and $434 of accrued interest.

NOTE 3 - INCOME TAXES

  The  Company  accounts for income taxes in accordance  with  Statement  of
  Financial  Accounting  Standards No. 109 "Accounting  for  Income  Taxes".
  SFAS  No.  109  requires  the  Company  to  provide  a  net  deferred  tax
  asset/liability  equal  to  the  expected future  tax  benefit/expense  of
  temporary  reporting differences between book and tax  accounting  methods
  and  any  available operating loss or tax credit carryforwards.  At  March
  31, 2003, the Company has available unused operating loss carryforwards of
  approximately $30,000, which may be applied against future taxable  income
  and which expire in various years through 2024.

  The  amount of and ultimate realization of the benefits from the operating
  loss carryforwards for income tax purposes is dependent, in part, upon the
  tax  laws in effect, the future earnings of the Company, and other  future
  events,  the  effects  of  which cannot be  determined.   Because  of  the
  uncertainty  surrounding  the realization of the loss  carryforwards,  the
  Company  has established a valuation allowance equal to the tax effect  of
  the  loss  carryforwards and, therefore, no deferred tax  asset  has  been
  recognized  for the loss carryforwards.  The net deferred tax  assets  are
  approximately  $10,200  and  $8,300  as  of  March  31,  2003  and   2002,
  respectively, with an offsetting valuation allowance of the  same  amount,
  resulting  in a change in the valuation allowance of approximately  $1,900
  during the year ended March 31, 2003.

NOTE 4 - RELATED PARTY TRANSACTIONS

  Advances  from Related Party - During the years ended March 31,  2003  and
  2002,  respectively,  a  shareholder of the Company  advanced  $3,800  and
  $5,950  to  the Company.  No interest is being accrued on these  advances.
  At  March  31, 2003, the total amount owed to the shareholder for advances
  is $16,050.

  Management Compensation - During the years ended March 31, 2003 and  2002,
  the Company did not pay any compensation to any officer or director of the
  Company.

  Office  Space - The Company has not had a need to rent  office  space.   A
  shareholder of the Company is allowing the Company to use his office as  a
  mailing address, as needed, at no expense to the Company.

                                     7
<PAGE>

                     FASHION TECH INTERNATIONAL, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 5 - GOING CONCERN

  The  accompanying  financial statements have been prepared  in  conformity
  with  generally  accepted accounting principles in the  United  States  of
  America, which contemplate continuation of the Company as a going concern.
  However, the Company, has incurred losses since its inception and  has  no
  on-going  operations.   Further, the Company has  current  liabilities  in
  excess of current assets.  These factors raise substantial doubt about the
  ability  of  the Company to continue as a going concern.  In this  regard,
  management is seeking potential business opportunities and is proposing to
  raise  any  necessary additional funds not provided by operations  through
  loans  and/or through additional sales of its common stock.  There  is  no
  assurance  that  the  Company  will be successful  in  raising  additional
  capital  or  in achieving profitable operations.  The financial statements
  do not include any adjustments that might result from the outcome of these
  uncertainties.

NOTE 6 - LOSS PER SHARE

  The following data show the amounts used in computing loss per share:

                                                                   From the
                                                                Re-entering of
                                                 For the         Development
                                               Year Ended     Stage on April 1,
                                                March 31,        1985 Through
                                         ______________________    March 31,
                                            2003        2002         2003
                                         __________  __________  ____________
    Loss from continuing operations
    available to common stockholders
    (numerator)                          $   (5,554) $   (6,159) $   (159,151)
                                         __________  __________  ____________
    Weighted average number of
    common shares outstanding
    used in loss per share
    (denominator)                         3,591,082   3,591,082     1,199,787
                                         __________  __________  ____________

  Dilutive  loss per share was not presented, as the Company had  no  common
  equivalent  shares  for  all  periods  presented  that  would  effect  the
  computation of diluted loss per share.

NOTE 7 - SUBSEQUENT EVENT

  Related  Party  Advance  -  In April 2003, a shareholder  of  the  Company
  advanced an additional $3,300 to the Company.


                                     8
<PAGE>


                              SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.


Fashion Tech International, Inc.



By:     /s/ Pam Jowett
Date:   June 25, 2003
     Pam Jowett, President and Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer


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 the
dates indicated.



By:      /s/ Pam Jowett
Date:    June 25, 2003
     Pam Jowett, President and Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer




CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     The undersigned Chief Executive Officer and Chief Financial Officer
certify that this report fully complies with the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, and the information contained in
the report fairly presents, in all material respects, the financial condition
and results of operations of the Company.



Date: June 25, 2003      by:     /s/ Pam Jowett
                         Pam Jowett, President & Director


<PAGE>


                           CERTIFICATIONS*

I, Pam Jowett, certify that:
1. I have reviewed this annual report on Form 10-KSB of Fashion Tech
International, Inc., the  registrant;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
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: June 25, 2003      by:     /s/ Pam Jowett
                         Pam Jowett, President & Director
                    (Chief Executive Officer and Chief Financial Officer)

* Provide a separate certification for each principal executive officer and
principal financial officer of the registrant. See Rules 13a-14 and 15d-14.
The required certification must be in the exact form set forth above.


<PAGE>


Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non Reporting Issuers

No annual report or proxy statement has been sent to security holders.