UNITED STATES 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 (FEE REQUIRED)

            For the fiscal year ended     December 31, 2002
                                       -------------------------

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 (NO FEE REQUIRED)


Commission File number              000-32123
                       ---------------------------------

                               Desert Mining, Inc.
               (Exact name of registrant as specified in charter)

               Nevada                                       87-0664962
--------------------------------------------      -----------------------------
State or other jurisdiction of incorporation       (I.R.S. Employer I.D. No.)
           or organization

1981 East Murray Holiday Road , Salt Lake City, Utah           84117
----------------------------------------------------        -----------
(Address of principal executive offices)                     (Zip Code)

Issuer's telephone number, including area code        801-272-9294
                                               -------------------------------

Securities registered pursuant to section 12 (b) of the Act:

Title of each class                   Name of each exchange on which registered
       None                                            None
--------------------                  ------------------------------------------

Securities registered pursuant to section 12 (g ) of the Act:

                                     Common
                    ---------------------------------------
                                (Title of Class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's

                                    Page -1-

<PAGE>



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.
[ ]

State issuer's revenues for its most recent fiscal year:  $   -
                                                           ---------


State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days.

At December 31, 2002, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

                                 Not applicable

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As of December 31, 2002, the registrant had 785,000 shares of common stock
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of the form 10- KSB (e.g., part I, part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) any proxy or other
information statement; and (3) Any prospectus filed pursuant to rule 424 (b) or
(c) under the Securities Act of 1933: None

                                    Page -2-

<PAGE>





                                TABLE OF CONTENTS

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


PART I
------
                                                                          Page
                                                                          ----

ITEM 1.   DESCRIPTION OF BUSINESS                                         4

ITEM 2.   DESCRIPTION OF PROPERTIES                                       8

ITEM 3.   LEGAL PROCEEDINGS                                               8

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS               8

PART II
-------

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS        8

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       9

ITEM 7.   FINANCIAL STATEMENTS                                            10

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE                                        10

PART III
--------

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT              10

ITEM 10.  EXECUTIVE COMPENSATION                                          13

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT                                                  13

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  14

PART IV
-------

ITEM 13.  EXHIBITS                                                        15

                                    Page -3-

<PAGE>



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

                         ITEM 1. DESCRIPTION OF BUSINESS

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


History and Organization

The Company was incorporated under the laws of the State of Nevada on June 6,
1979 with authorized common stock of 2,500 shares with a par value of $0.25. On
November 28, 2000 the authorized capital stock was increased to 100,000,000
shares with a par value of $0.001.

On November 28, 2000 the Company completed a forward common stock split of two
hundred shares for each outstanding share. This report has been prepared showing
after stock split shares with a par value of $.001 from inception.

The Company became inactive after 1989 and has since been in the development
stage and has been engaged in the activity of seeking profitable business
opportunities.

Business.

     Other than the above-referenced matters and seeking and investigating
potential assets, properties or businesses to acquire, the Company has had no
business operations since inception. To the extent that the Company intends to
continue to seek the acquisition of assets, property or business that may
benefit the Company and its stockholders, it is essentially a "blank check"
company. Because the Company has limited assets and conducts no business,
management anticipates that any such acquisition would require it to issue
shares of its common stock as the sole consideration for the acquisition. This
may result in substantial dilution of the shares of current stockholders. The
Company's Board of Directors shall make the final determination whether to
complete any such acquisition; the approval of stockholders will not be sought
unless required by applicable laws, rules and regulations, its Articles of
Incorporation or Bylaws, or contract. The Company makes no assurance that any
future enterprise will be profitable or successful.

     The Company is not currently engaging in any substantive business activity
and has no plans to engage in any such activity in the foreseeable future. In
its present form, the Company may be deemed to be a vehicle to acquire or merge
with a business or company. The Company does not intend to restrict its search
to any particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely limited, and may be restricted to entities who desire to
avoid what these entities may deem to be the adverse factors related to an
initial public offering ("IPO"). The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations. Any of these types of entities, regardless of their prospects,
would require the Company to issue a substantial number of shares of its common
stock to complete any such acquisition, reorganization or merger, usually
amounting to between 80 and 95 percent of the outstanding shares of the Company
following the completion of any such transaction; accordingly, investments in
any such private entity, if available, would be much more favorable than any
investment in the Company.

                                    Page -4-

<PAGE>




     In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as pro
forma financial information consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.

     Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.

     Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.

     Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor. The Company anticipates that
proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals.

     Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest. Current Company policy does

                                    Page -5-

<PAGE>



not prohibit such transactions. Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits to
these persons.

     Further, substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. In the event that
such fees are paid, they may become a factor in negotiations regarding any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.

Principal Products and Services.

     The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the Company are to manage its current limited assets and to seek out and
investigate the acquisition of any viable business opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.

Distribution Methods of the Products or Services.

     Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.

Status of any Publicly Announced New Product or Service.

     None; not applicable.

Competitive Business Conditions.

     Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company; many
of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the competitive position of the Company or any other entity in the
strata of these endeavors; however, the Company, having limited assets and cash
reserves, will no doubt be at a competitive disadvantage in competing with
entities which have recently completed IPO's, have significant cash resources
and have recent operating histories when compared with the complete lack of any
substantive operations by the Company for the past several years.

Sources and Availability of Raw Materials and Names of Principal Suppliers.

     None; not applicable.


                                    Page -6-

<PAGE>


Dependence on One or a Few Major Customers.

     None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.

     None; not applicable.

Need for any Governmental Approval of Principal Products or Services.

     Because the Company currently produces no products or services, it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company engages in a merger or acquisition transaction with an
entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.

Effect of Existing or Probable Governmental Regulations on Business.

     The integrated disclosure system for small business issuers adopted by the
Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however, an entity is not a small business issuer if it has a public float (the
aggregate market value of the issuer's outstanding securities held by
non-affiliates) of $25 million or more.

     The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting policies that will streamline the registration process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations designed to promote availability to the
small business issuer of these capital markets and similar laws, rules and
regulations that may be adopted in the future will substantially limit the
demand for "blank check" companies like the Company, and may make the use of
these companies obsolete.

Research and Development.

     None; not applicable.

Cost and Effects of Compliance with Environmental Laws.

     None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.

Number of Employees.

     None.





                                    Page -7-

<PAGE>



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

                        ITEM 2. DESCRIPTION OF PROPERTIES

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


The Company's does not  own any property


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

                            ITEM 3. LEGAL PROCEEDINGS

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


None.


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

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

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


 None


                                     PART II


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

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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


Market Information

     There is no "public market" for shares of common stock of the Company.
Although the Company's shares has applied to have its shares quoted on the OTC
Bulletin Board of the National Association of Securities Dealers, no assurance
can be given that the application will be accepted and, even if accepted, that
any public market for the Company's shares will develop or be maintained.

       The ability of an individual shareholder to trade their shares in a
particular state may be subject to various rules and regulations of that state.
A number of states require that an issuer's securities be registered in their
state or appropriately exempted from registration before the securities are
permitted to trade in that state. Presently, the Company has no plans to
register its securities in any particular state. Further, most likely the
Company's shares will be subject to the provisions of Section 15(g) and Rule
15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

     The Commission generally defines penny stock to be any equity security that
has a market price less than $5.00 per share, subject to certain exceptions.
Rule 3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting

                                    Page -8-

<PAGE>



specified criteria set by the Commission; authorized for quotation on The NASDAQ
Stock Market; issued by a registered investment company; excluded from the
definition on the basis of price (at least $5.00 per share) or the issuer's net
tangible assets; or exempted from the definition by the Commission. If the
Company's shares are deemed to be a penny stock, trading in the shares will be
subject to additional sales practice requirements on broker- dealers who sell
penny stocks to persons other than established customers and accredited
investors, generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse.

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

Holders

     The number of record holders of the Company's common stock as of the date
of this report is approximately 28. The Company's transfer agent is Interwest
Transfer Company, Inc., 1981 East Murray- Holiday Rd., Salt Lake City, Utah
84117

Dividends

     The Company has not declared any cash dividends with respect to its common
stock and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.

      In November of 2000, in a private transaction, the Company sold 160,000
shares each to Kim Christensen and Susan Johnson to cover in order to fund
certain expenses of the Company. These transaction are deemed exempt pursuant to
Section 4(2) of the Act.


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

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

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


Overview
--------

     The Company has not engaged in any material operations or had any revenues
from operations since inception. The Company's plan of operation for the next 12
months is to continue to seek the acquisition of assets, properties or
businesses that may benefit the Company and its stockholders. Management
anticipates that to achieve any such acquisition, the Company will issue shares
of its common stock as the sole consideration for such acquisition.


                                    Page -9-

<PAGE>



Liquidity and Capital Resources
-------------------------------

As of December 31, 2002, the Company had no assets to pay its liabilities. In
the past the Company has paid its expenses by selling shares of its common stock
to its officers and directors and by officers' contributions to capital. The
Company anticipates that it will continue to pay its expenses by contributions
from its officers.

Results of Operations
---------------------

The Company is a development stage company and has had no operations during the
fiscal year ended December 31, 2002.


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

                          ITEM 7. FINANCIAL STATEMENTS

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


The financial statements of the Company are included following the signature
page to this form 10-KSB.


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

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

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


The Company has had no disagreements with its certified public accountants with
respect to accounting practices or procedures of financial disclosure however
there was a change in the name of the certified public accountants from Andersen
Andersen & Strong LC to Sellers and Andersen LLC..


                                    PART III


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

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

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


General
-------

The following table sets forth certain information regarding the current and
recent directors and executive officers of the Company:

                                                               Position
Name                  Age               Title                 Held Since

Justine K. Noerring   30         President and Director        7/26/2002


                               Page -10-

<PAGE>



Kim Christensen       31         President and Director         6/6/2000 until
                                                                 7/26/2002

Susan Johnson         49         Secretary, Treasurer, and
                                 Director                         6/6/2000

All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no director has accrued any expenses or
compensation. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.

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

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

Justine K. Noerring: Director and President since July 26, 2002

         Ms. Noerring graduated from Skyline High School of salt Lake City, Utah
in 1990. She graduated from Heritage Beauty College in 1992 and worked in the
hair care insustry from 1992 through 1993. Since that time she has been a
homemaker as well as undertaken various projects of interest to her.

Kim Christensen: Director and President from June 6, 2000 until July 26, 2002

         Ms. Christensen graduated from Olympus High School in 1989 and attended
Salt Lake Community College from 1989 through 1990 for an Associates degree in
business. From 1990 to 1992 she worked as a secretary for a construction
company. From 1993 to 1999 she worked as a secretary for a Certified Public
Accountant in Salt Lake City, Utah. Since then she has worked part time as a
secretary to the CPA while devoting the rest of her time to her family and other
activities.

Susan Johnson: Director, Treasurer/Secretary

     Ms. Johnson graduated from the University of Utah in 1972 with a B. S.
degree in business. From 1973 to 1980 she was the assistant manager for a Salt
Lake City based bank. Since 1980 she has been a bank manager for a credit union
in the Salt Lake City area.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

Except as indicated below, to the knowledge of management, during the past five
years, no present or former director, executive officer or person nominated to
become a director or an executive officer of the Company:

(1) filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed by a court
for the business or property of such person, or any partnership in which he was
a general partner at or within two years before the time of such filing;

(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic  violations and other minor offenses);

                                    Page -11-

<PAGE>




(3) was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting, the following activities:

     (i) acting as a futures commission merchant, introducing broker, commodity
     trading advisor, commodity pool operator, floor broker, leverage
     transaction merchant, associated person of any of the foregoing, or as an
     investment advisor, underwriter, broker or dealer in securities, or as an
     affiliate person, director or employee of any investment company, or
     engaging in or continuing any conduct or practice in connection with such
     activity;

     (ii) engaging in any type of business practice; or

     (iii) engaging in any activity in connection with the purchase or sale of
     any security or commodity or in connection with any violation of federal or
     state securities laws or federal commodities laws;

(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such person
to engage in any activity described above under this Item, or to be associated
with persons engaged in any such activity;

(5) was found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.

(6) was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal commodities
law, and the judgement in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed, suspended or vacated.

Since the Company ceased operations in 1989, the Company knows of no person, who
at any time during the subsequent fiscal years, was a director, officer,
beneficial owner of more than ten percent of any class of equity securities of
the registrant registered pursuant to Section 12 ("Reporting Person"), that
failed to file on a timely basis any reports required to be furnished pursuant
to Section 16 (a). Based upon a review of Forms 3 and 4 furnished to the
registrant under Rule 16a-3(d) during its most recent fiscal year, other than
disclosed below, the registrant knows of no Reporting Person that failed to file
the required reports during the most recent fiscal year or prior years.

The following table sets forth as of December 31, 2002, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16(a) during the most recent fiscal year or prior years.

              Name                   Position              Reports  Filed

              NONE


                                    Page -12-

<PAGE>



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

                         ITEM 10. EXECUTIVE COMPENSATION

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


Cash Compensation

There was no cash compensation paid to any director or executive officer of the
Company during the fiscal years ended December 31, 2002, 2001, and 2000.


Bonuses and Deferred Compensation

None.


Compensation Pursuant to Plans

None.


Pension Table

None.


Other Compensation

None


Compensation of Directors

None.

Termination of Employment and Change of Control Arrangement

There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash Compensation
set out above which would in any way result in payments to any such person
because of his resignation, retirement, or other termination of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company, or a change in the person's responsibilities following a changing in
control of the Company.

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

    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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


The following table sets forth certain information furnished by current
management concerning the ownership of common stock of the Company as of
December 31, 2002, of (i) each person who is known to the Company to be the
beneficial owner of more than 5 percent of the Common Stock; (ii) all directors
and executive officers; and (iii) directors and executive officers of the
Company as a group:

Name and Address                     Amount and Nature of            Percent
Beneficial Owner                     Beneficial Ownership            of Class
----------------                     --------------------            --------
Justine K. Noerring (Pres/Dir)               -0-                       -0-
2728 E. 7115 So.
Salt Lake City, Utah 84121

                                    Page -13-

<PAGE>



Kim Christensen (Prev.Off/Dir)             160,000                    20.4%
4085 No. 353 E.
Salt Lake City, Utah 84108

Susan Johnson (Sec/Dir)                    160,000                    20.4%
4085 No. 353 E.
Salt Lake City, Utah 84108

Jack Turner                                 40,000                    5.1%
2835 South 1300 East
Salt Lake City, Utah 84105

David Lee                                   40,000                    5.1%
10383 So. 2400 W.
Draper, Utah 84020

All officers and
directors as a group                       320,000                   40.8%


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

            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


Transactions with Management and Others

Except as indicated below, and for the periods indicated, there were no material
transactions, or series of similar transactions, since the beginning of the
Company's last fiscal year, or any currently proposed transactions, or series of
similar transactions, to which the Company was or is to be party, in which the
amount involved exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by the Company to own of record or
beneficially more than 5% of any class of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, has an interest.



In November of 2000, in a private transaction, the Company sold 160,000 shares
each to Kim Christensen and Susan Johnson in order to fund certain expenses of
the Company.

Indebtedness of Management

There were no material transactions, or series of similar transactions, since
the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than 5% of any class of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.

Transactions with Promoters

There have no material transactions between the Company and its promoters or
founders.


                                    Page -14-

<PAGE>


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

                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

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


(a) (1)  Financial Statements. The following financial statements are included
         in this report:



Title of Document                                                           Page
-----------------                                                           ----

Report of Sellers and Andersen LLC, Certified Public Accountants             19

Balance Sheet as of December 31, 2002                                        20

Statements of Operations for years ended December 31, 2002,  and 2001
      and the period June 6, 1979 to December 31, 2002                       21

Statements of Changes in Stockholders' Equity for the period
      June 6, 1979  to December 31, 2002                                     22

Statements of Cash Flows for the years ended December 31, 2002, and
      2001 and the period June 6, 1979 to December 31, 2002                  23

Notes to Financial Statements                                                24

(a)(2)  Financial Statement Schedules. The following financial statement
        schedules are included as part of this report:

None.

(a)(3)  Exhibits.  The following exhibits are included as part of this report
        by reference:

99.1 Certifications, dated March 26, 2003, required by Section 906 of the Public
     Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C ss.
     1350, as adopted). Attached hereto

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

                                   SIGNATURES

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


     Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       Desert Mining, Inc.
                                       (Registrant)

Dated:26th day of March, 2003          By: S/ Justine Noerring
                                          -------------------------------------
                                              Justine Noerring
                                              President and Director

                                    Page -15-

<PAGE>





     Pursuant to the requirements of 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 indicated on the 26th day of March, 2003.


S/ Justine Noerring
------------------------------------
Justine Noerring, Director and
Chief Executive Officer



S/ Susan Johnson
------------------------------------
Susan Johnson, Director
and Treasurer






                                    Page -16-

<PAGE>



CERTIFICATIONS

I, as President and Chief Executive Officer, certify that:

1. I have reviewed this annual report on Form 10-KSB of the Company;

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 the period covered by this annual report;

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
     (b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report ("Evaluation Date"); and
     (c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
     (a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
     (b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were any 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: March 26, 2003                      S/ Justine Noerring
                                         -------------------------------------
                                         Justine K. Noerring, President & CEO



                                    Page -17-

<PAGE>




I, as Treasurer and Chief Financial Officer, certify that:

1. I have reviewed this annual report on Form 10-KSB of the Company;

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 the period covered by this annual report;

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
     (b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report ("Evaluation Date"); and
     (c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
     (a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
     (b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were any 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: March 26, 2003                       S/ Susan Johnson
                                            ---------------------------------
                                            Susan Johnson, Treasurer & CFO


                                    Page -18-

<PAGE>


SELLERS AND ANDERSEN, L. L.C.
-----------------------------
Certified Public Accountants and Business Consultants
                                                  941 East 3300 South, Suite 202
                                                      Salt Lake City, Utah 84106
                                                          Telephone 801 486-0096
Member SEC Practice Section of the AICPA                        Fax 801 486-0098



Board of Directors
Desert  Mining, Inc.
Salt Lake City, Utah

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheet of Desert Mining, Inc.
(development stage company) at December 31, 2002 and the related statement of
operations, stockholders' equity, and cash flows for the years ended December
31, 2002 and 2001 and the period June 6, 1979 (date of inception) to December
31, 2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the 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
balance sheet presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Desert Mining, Inc. at December
31, 2002 and the results of operations, and cash flows for the years ended
December 31, 2002 and 2001 and the period June 6, 1979 (date of inception) to
December 31, 2002, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company will need additional
working capital for its planned activity, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are described in Note 4 . These financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


                                                   s\ Sellers and Andersen LLC

Salt Lake City, Utah,
March 7,  2003



                                    Page -19-

<PAGE>

                               DESERT MINING, INC.
                          ( Development Stage Company)
                                  BALANCE SHEET
                                December 31, 2002

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




ASSETS
CURRENT ASSETS

   Cash                                                                $   --
                                                                       --------

       Total Current Assets                                            $   --
                                                                       ========


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

     Accounts payable                                                  $   --
                                                                       --------

       Total Current Liabilities                                           --
                                                                       --------

STOCKHOLDERS' EQUITY

   Common stock
        100,000,000 shares authorized, at $0.001 par value;
        785,000 shares issued and outstanding                               785

   Capital in excess of par value                                        26,853

   Deficit accumulated during the development stage                     (27,638)
                                                                       --------

       Total  Stockholders'  Equity                                        --
                                                                       --------

                                                                       $   --
                                                                       ========




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

                                    Page -20-

<PAGE>



                               DESERT MINING, INC.
                          ( Development Stage Company)
                             STATEMENT OF OPERATIONS
             For the Years Ended December 31, 2002 and 2001 and the
          Period June 6, 1979 (Date of Inception) to December 31, 2002

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


                                    Dec 31,        Dec 31,      Jun 6, 1979 to
                                     2002           2001         Dec 31, 2002
                                   ---------      ---------      --------------
REVENUES                           $    --        $    --        $         --

EXPENSES                               3,405          3,284              27,638
                                   ---------      ---------      --------------

NET LOSS                           $  (3,405)     $  (3,284)     $      (27,638)
                                   =========      =========      ==============




NET LOSS PER COMMON SHARE

   Basic                           $    --        $    --
                                   ---------      ---------





AVERAGE OUTSTANDING SHARES

    Basic                            785,000        785,000
                                   ---------      ---------











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

                                    Page -21-

<PAGE>
<TABLE>
<CAPTION>



                                         DESERT MINING, INC.
                                     ( Development Stage Company)
                             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                           For the Period June 6, 1979 (Date of Inception)
                                         to December 31, 2002

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

                                                   Common Stock          Capital in
                                           ---------------------------    Excess of      Accumulated
                                              Shares         Amount       Par Value        Deficit
                                           ------------   ------------   ------------   -------------
<S>                                        <C>            <C>            <C>            <C>
Balance June 6, 1979 (date of inception)           --     $       --     $       --     $       --

Issuance of common stock for cash
   at $.025 - 1988                              340,000            340          8,160           --

Net operating loss for the year ended
   December 31, 1988                               --             --             --           (8,500)

Issuance of common stock for cash
     at $.025 - 1989                            125,000            125          3,000           --

Net operating loss for the year ended
    December 31, 1989                              --             --             --           (3,125)

Issuance of common stock for cash
   at  $.025 - related parties -
   November 28, 2000                            320,000            320          7,680           --

Contributions to capital - expenses                --             --              374           --

Net operating loss for the year ended
   December 31, 2000                               --             --             --           (9,324)

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

Balance December 31, 2000                       785,000            785         19,214        (20,949)

Contributions to capital - expenses                --             --            4,234           --

Net operating loss for the year ended
   December 31, 2001                               --             --             --           (3,284)

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


Balance December 31, 2001                       785,000            785         23,448        (24,233)

Contributions to capital - expenses                --             --            3,405           --

Net operating loss for the year ended
    Decem ber 31, 2002                             --             --             --           (3,405)
                                           ------------   ------------   ------------   -------------

Balance December 31, 2002                       785,000   $        785   $     26,853   $    (27,638)
                                           ============   ============   ============   ============


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

                                               Page -22-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                      DESERT MINING, INC.
                                 ( Development Stage Company)
                                    STATEMENT OF CASH FLOWS
                    For the Years Ended December 31, 2001 and 2000 and the
                 Period June 6, 1979 (Date of Inception) to December 31, 2002

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


                                                         Dec 31,     Dec 31,   Jun 6, 1979 to
                                                          2002        2001     Dec 31, 2002
                                                        --------    --------   ------------
<S>                                                     <C>         <C>        <C>
CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                             $ (3,405)   $ (3,284)   $(27,638)

   Adjustments to reconcile net loss to
       net cash provided by operating
       activities

          Changes in accounts payable                       --          (950)       --
          Contributions to capital - expenses              3,405       4,234       8,013




          Net Decrease in Cash From Operations              --          --       (19,625)
                                                        --------    --------    --------

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


CASH FLOWS FROM FINANCING
   ACTIVITIES

       Proceeds from issuance of common stock               --          --        19,625
                                                        --------    --------    --------

   Net Increase in Cash                                     --          --          --

   Cash at Beginning of Period                              --          --          --
                                                        --------    --------    --------

   Cash at End of Period                                $   --      $   --      $   --
                                                        ========    ========    ========




NON CASH FLOWS FROM OPERATING ACTIVITIES

Contributions to capital - expenses - related parties               $  8,013
                                                                    --------



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

                                           Page -23-
</TABLE>

<PAGE>

                               DESERT MINING, INC.
                          ( Development Stage Company)
                          NOTES TO FINANCIAL STATEMENT
                                December 31, 2002

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


1.     ORGANIZATION

The Company was incorporated under the laws of the state of Nevada on June 6,
1979 with the name Holidays of America, Inc. with authorized common stock of
2,500 shares at no par value. On November 28, 2000 the name was changed to
Desert Mining, Inc. and the authorized common stock was increased to 100,000,000
shares with a par value of $0.001 in connection with a forward stock split of
two hundred shares for each outstanding share.

This report has been prepared showing after stock split shares from inception
with a par value of $0.001.

The Company is in the development stage and has been engaged in the activity of
seeking developmental mining properties however it became inactive after 1990.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy
---------------

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes
------------

On December 31, 2002, the Company had a net operating loss carry forward of
$27,638. The tax benefit of approximately $8,291 from the loss carry forward has
been fully offset by a valuation reserve because the use of the future tax
benefit is doubtful since the Company has no operations. The net operating loss
will expire starting in 2004 through 2023.

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes antidilutive
and then only the basic per share amounts are shown in the report.

                                    Page -24-

<PAGE>


                               DESERT MINING, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 2002

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


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Statement of Cash Flows
-----------------------

For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be cash
equivalents.

Financial and Concentrations Risk
---------------------------------

The Company does not have any concentration or related financial credit risk.

Revenue Recognition
-------------------

Revenue is recognized on the sale and delivery of a product or the completion of
a service provided.

Advertising and Market Development
----------------------------------

The company expenses advertising and market development costs as incurred.

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.

Financial Instruments
---------------------

The carrying amounts of financial instruments are considered by management to be
their estimated fair values.

Recent Accounting Pronouncements
--------------------------------

The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.


                                    Page -25-

<PAGE>


                               DESERT MINING, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 2002

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


3.  RELATED PARTY TRANSACTIONS

Officers-directors and their families have acquired 41 % of the common capital
stock issued and have made contributions to the Company's capital by the payment
of expenses in the amount of $8,013.

4.  GOING CONCERN

The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company,
however there is insufficient working capital for any future planned activity.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding and long term debt which will enable the Company to conduct
operations for the coming year.







                                    Page -26-