UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-KSB

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                  For the Fiscal Year ended September 30, 2002

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                        For the transition period from to

                          Commission File No. 333-58326

                        BBC Graphics of Palm Beach, Inc.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

              Florida                                   65-0924471
-----------------------------------           --------------------------------

  (State or other jurisdiction of              (IRS Employer Identification No.)
        incorporation or
        organization)

 205 Van Buren Street, Suite 150
          Herndon, VA                                          20170
---------------------------------------------         ----------------------
(Address of principal executive offices)                     (Zip Code)

                                 (703) 344-0961
                  --------------------------------------------
                           (Issuer's Telephone Number)

         Securities Registered Under Section 12(b) of the Exchange Act:

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

         Securities Registered Under Section 12(g) of the Exchange Act:
                                      None
                                (Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 filings requirements for the past 90 days.
YES [ ] NO [X ]

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

State registrant's revenues for the fiscal year ended September 30, 2002
$193,185.

Indicate by checkmark whether the registrant is a shell company (as defined in
Rule12b-2 of the Exchange Act).   YES [X]     NO [ ]

<PAGE>

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of
November 28, 2006 was $26,760.

There were 80,000,000 issued and outstanding shares of the registrant's common
stock, par value $.001 per share, on November 28, 2006.

Transitional Small Business Disclosure Format (check one):  YES [  ]   NO  [X]

Documents Incorporated By Reference:  None.



                                       2

<PAGE>

                                TABLE OF CONTENTS

PART I
   ITEM 1    DESCRIPTION OF BUSINESS........................................  1
   ITEM 2    DESCRIPTION OF PROPERTY......................................... 5
   ITEM 3    LEGAL PROCEEDINGS..............................................  5
   ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............  5

PART II
   ITEM 5    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.......  5
   ITEM 6    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION......  6
   ITEM 7    FINANCIAL STATEMENTS...........................................  9
   ITEM 8    CHANGES IN AND DISCUSSIONS WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE...........................................  9
   ITEM 8A   CONTROLS AND PROCEDURES........................................  9
   ITEM 8B   OTHER INFORMATION.............................................  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......................................... 12
   ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT..................................................... 14
   ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................. 16
   ITEM 13   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
             ON FORM 8-K.................................................... 16
   ITEM 14   PRINCIPAL ACCOUNTANT FEES AND SERVICES......................... 17

   FINANCIAL STATEMENTS ....................................................F-1

                                       i

<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report  contains  various  "forward-looking  statements"  within the
meaning of Section 21E of the  Securities  Exchange Act of 1934, as amended (the
"Exchange   Act").   These   forward-looking   statements   involve   risks  and
uncertainties,   including,   among  other  things,   statements  regarding  our
anticipated  financial  performance,   future  revenues  or  earnings,  business
prospects,  projected ventures, new products, anticipated market performance and
similar  matters  discussed under  "Description  of Business" and  "Management's
Discussion and Analysis or Plan of Operations." These forward-looking statements
may  include  declarations  regarding  our  belief or  current  expectations  of
management,  such as statements  including the words  "budgeted,"  "anticipate,"
"project,"  "estimate,"  "expect,"  "may,"  "believe,"  "potential"  and similar
statements  are  intended to be among the  statements  that are  forward-looking
statements.  Because such statements reflect the reality of risk and uncertainty
that is inherent in our  business,  actual  results may differ  materially  from
those  expressed or implied by such  forward-looking  statements.  Some of these
risks and  uncertainties  are  related to our  current  business  situation  and
include,  but are not  limited  to our  lack of  sufficient  revenues  to  cover
operating  expenses,  our history of operating  losses,  our need for additional
financing for working capital  purposes,  the  uncertainty  about our ability to
continue as a going  concern and  dependence  on our  current  management  team.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which  are made as of the  date  this  report  was  filed  with the
Securities and Exchange Commission.

Readers are advised  that we  undertake no  obligation  to release  publicly any
revisions to the  forward-looking  statements to reflect events or circumstances
after the date hereof or to reflect unanticipated events or development.  To the
extent that the  information  presented in this Annual Report on Form 10-KSB for
the year ended September 30, 2002 discusses financial  projections,  information
or expectations  about our products or markets,  or otherwise  makes  statements
about future events,  such statements are  forward-looking.  We are making these
forward-looking  statements  in reliance on the safe  harbor  provisions  of the
Private Securities  Litigation Reform Act of 1995.  Although we believe that the
expectations  reflected  in  these  forward-looking   statements  are  based  on
reasonable assumptions, there are a number of risks and uncertainties that could
cause actual results to differ materially from such forward-looking  statements.
These risks and uncertainties  are described,  among other places in this Annual
Report, in "Management's  Discussion and Analysis of Financial Condition or Plan
of Operation."

                                       ii

<PAGE>

                                     PART I

ITEM 1.  Description of Business

General

     From our  formation in May 1999 through April 2006, we were in the business
of providing  advertising and graphic design services to our clients. On October
1, 2004, we were administratively  dissolved by the State of Florida pursuant to
Sections 607.1420 and 607.1421 of the Florida Business Corporation Act. On April
25,  2006,  we were  reinstated  as an active  Florida  corporation  pursuant to
Section  607.1422 of the Florida  Business  Corporation Act. As of that date, we
discontinued our advertising and graphics design business.

     On May  19,  2006,  pursuant  to a Stock  Purchase  Agreement  between  our
company, Bluepoint Financial, LLC ("Bluepoint") and Suzanne Mitchell, our former
president and chief  executive  officer (the "Stock  Purchase  Agreement"),  Ms.
Mitchell sold  Bluepoint  14,800,000  shares of our common stock which she owned
for a purchase price of $1.00.  In addition,  we sold  22,524,000  shares of our
common stock to Bluepoint for a purchase price of $40,000. Upon closing of these
transactions,  Ms.  Mitchell and our remaining  officers and directors  resigned
from their positions and appointed Robert Druzak, a principal of Bluepoint, as a
director and as our president and chief executive officer.

     Our current plan of operations is to identify and acquire,  through merger,
acquisition  or sale of our common  stock,  an  operating  business  with growth
potential.

     We were  organized  under the laws of the State of Florida in May 1999. Our
principal  executive  offices  are located at 205 Van Buren  Street,  Suite 150,
Herndon,  VA 20170,  and our telephone  number is (703)  334-0961.  In September
2000, we changed our fiscal year end from December 31 to September 30.

     On December 22, 2000 we affected a  50,000-for-1  forward stock split.  All
share amounts  included in this Annual Report have been adjusted to reflect this
stock split.

Advertising and Graphics Design Business

     The  following is a  description  of our  advertising  and graphics  design
business,  the business that we operated during the fiscal years covered by this
Annual Report:

     We provide a wide range of advertising  and graphic design  services to our
clients. Most typically,  these services will include designing,  developing and
producing:

- - corporate identity packages, including logos, letterhead and business cards,

- - various print media, such as newspaper and magazine ads, posters, trade show
    booths and outdoor billboards,

- - printed collateral materials such as brochures and catalogs, and

- - promotional materials, such as T-shirts, coffee mugs, and pens.

                                       1

<PAGE>

     We serve a  diversified  client  roster,  which is  comprised  primarily of
corporate  clients.  Our target niche is new companies who are seeking to create
an effective  corporate  identity from which they can market their business.  We
believe our business focus defines us within our market. We believe we offer our
clients a more  cost-effective  alternative to a traditional  advertising agency
because, unlike many traditional advertising agencies, we will work for a client
on  a  per  project  basis  as  opposed  to  only  handling  entire  advertising
engagements. Because we do not require a long term advertising commitment by our
client,  our business  model allows our clients the freedom to work with several
agencies to capture that unique look while staying within their budget.

     We  generally  obtain  new  clients  through  referrals  or  by  soliciting
prospective   clients  through  personal   contacts  and  presentations  by  our
management.  The agreements with our clients are generally  terminable by either
party upon mutually agreed short-term notice, typically 60 to 90 days, as is the
custom in the industry.

     The primary  sources of our revenues are fees earned from the production of
advertising  materials.  The billing and collection procedures established by us
require that billings be collected from our clients in sufficient time for us to
make the corresponding payment to production, usually within 30 days of invoice.
Service fees for creative and typesetting time are established on a case-by-case
basis.  We also charge our clients a service  fee on our  outside  purchases  of
production materials, including photography and printing, which generally is 20%
over the cost of such purchases.  In some cases, fees are generated in lieu of a
percentage of the cost and markup on outside purchases of production materials.

     We  consider  our  relationships  with our  clients to be good.  Due to the
nature of the  business,  any client could at some time in the future reduce its
advertising budget, or transfer to another agency all or part of its advertising
presently  placed through us.  Representation  of a client does not  necessarily
mean that we handle all advertising for such client exclusively.  In many cases,
we handle the advertising of only a portion of a client's  products or services.
We depend upon a core of clients from which we obtain the bulk of our  revenues.
For the transition period of the nine months ended September 30, 2001 one of our
clients, Beztak Corporation,  represented 85% of our net sales, and for the year
ended  September  31,  2002,  two of our  clients,  Shelby  Services  and Beztak
Corporation represented 28% and 18% of our net sales.

     We internally  produce  substantially all of the materials required for our
clients.  Services  and  materials  such as  website  software  design,  website
hosting,  photography,  printing and film are generally  purchased  from outside
vendors.  We have identified  numerous  sources for the products and services we
purchase from outside vendors. We do not maintain any written contracts with our
suppliers.  Substantially  all of our  suppliers  are located  within Palm Beach
County, Florida.

Present Business

     Based on our proposed business activities,  we are a "blank check" company.
The United States Securities and Exchange Commission (the "SEC") defines a blank
check company as "any  development  stage company that is issuing a penny stock,
within the meaning of Section 3 (a)(51) of the Exchange Act of 1934, as amended,
(the "Exchange Act") and that has no specific  business plan or purpose,  or has
indicated  that its business  plan is to merge with an  unidentified  company or
companies."  Under SEC Rule 12b-2 under the  Securities  Act of 1933, as amended
(the  "Securities  Act"), we now also qualify as a "shell  company,"  because we
have no or nominal assets (other than cash) and no or nominal  operations.  Many
states  have  enacted  statutes,  rules  and  regulations  limiting  the sale of
securities  of  "blank  check"  companies  in  their  respective  jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in our securities, either debt or equity, until we have successfully concluded a
business combination.

                                       2

<PAGE>

     We plan to  investigate  and,  if such  investigation  warrants,  acquire a
target company or business seeking the perceived  advantages of being a publicly
held corporation.  Our principal  business  objective for the next 12 months and
beyond  such  time  will be to  achieve  long-term  growth  potential  through a
combination with a business rather than immediate,  short-term earnings. We will
not restrict our potential  candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of business.

     Our sole officer and director will  undertake the analysis and  supervision
of new business  opportunities.  We have  unrestricted  flexibility  in seeking,
analyzing and  participating in potential  business  opportunities.  Potentially
available business opportunities may occur in many different industries,  and at
various  stages of  development,  all of which will make the task of comparative
investigation and analysis of such business  opportunities  extremely  difficult
and complex. Due to our limited capital available for investigation,  we may not
discover  or  adequately  evaluate  adverse  facts about the  opportunity  to be
acquired.

     The manner in which we participate  in an opportunity  will depend upon the
nature of the  opportunity,  the respective needs and desires of our company and
the promoters of the opportunity,  and the relative  negotiating strength of our
company and such promoters.

     It  is  likely  that  we  will  acquire  our  participation  in a  business
opportunity  through  the  issuance  of our  common  stock or other  securities.
Although the terms of any such  transaction  cannot be  predicted,  it should be
noted that in certain  circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free"  reorganization under Section 368(a)(1)
of the Internal  Revenue Code of 1986,  as amended  (the  "Code"),  depends upon
whether the owners of the acquired  business own 80% or more of the voting stock
of the surviving  entity.  If a transaction were structured to take advantage of
these  provisions  rather than other "tax free"  provisions  provided  under the
Code, all prior stockholders  would in such circumstances  retain 20% or less of
the total issued and outstanding shares.  Under other  circumstances,  depending
upon the relative  negotiating  strength of the parties,  prior stockholders may
retain substantially less than 20% of the total issued and outstanding shares of
the surviving entity.  This could result in substantial  additional  dilution to
the equity of those who were our stockholders prior to such reorganization.

     Our present  stockholders will likely not have control of a majority of the
voting shares of the surviving company  following a reorganization  transaction.
As part of such a  transaction,  our sole  director may resign and new directors
may be appointed without any vote by stockholders.

     In the case of an acquisition, the transaction may be accomplished upon the
sole  determination of management  without any vote or approval by stockholders.
In the case of a  statutory  merger  or  consolidation  directly  involving  our
company, it will likely be necessary to call a stockholders'  meeting and obtain
the  approval  of the  holders  of a majority  of the  outstanding  shares.  The
necessity to obtain such stockholder approval may result in delay and additional
expense in the consummation of any proposed  transaction and will also give rise
to certain appraisal rights to dissenting stockholders.  Most likely, management
will seek to structure  any such  transaction  so as not to require  stockholder
approval.

                                       3

<PAGE>

     It is anticipated that the investigation of specific business opportunities
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  cost for  accountants,  attorneys  and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs  theretofore   incurred  in  the  related   investigation   would  not  be
recoverable.  Furthermore, even if an agreement is reached for the participation
in a specific business  opportunity,  the failure to consummate that transaction
may result in our loss of the related costs incurred.

Government Regulation

     Federal,  state and local  governments and governmental  agencies in recent
years have adopted statutes and regulations affecting the advertising activities
of advertising agencies and their clients. For example, statutes and regulations
have prohibited  television  advertising for certain  products and regulated the
form and content of certain types of advertising for many consumer products. The
Federal  Trade   Commission  (FTC)  has  also  required  proof  of  accuracy  of
advertising  claims with  respect to various  products  and, in its  enforcement
policies,  is seeking to  establish  more  stringent  standards  with respect to
advertising practices. The FTC has the authority to investigate and to institute
proceedings  against  advertisers and their  advertising  agencies for deceptive
advertising. The effect on the advertising business of future interpretations of
existing statutes or regulations, or the effect of new legislation or regulatory
activity  cannot be predicted.  No claims or enforcement  actions have ever been
instituted against us to date. We do not currently maintain errors and omissions
insurance.

Competition

     The  advertising  industry  is highly  competitive.  Agencies  of all sizes
strive to attract new clients or accounts  from existing  clients.  In addition,
many  companies  have  in-house  departments,  which handle all, or a portion of
their  advertising.  Competition in the advertising  industry depends to a large
extent  on the  client's  perception  of the  quality  of an  agency's  creative
product.  As we have grown our operation we have had to compete more  frequently
against  larger  advertising  agencies.  These larger  agencies  generally  have
substantially greater financial resources, personnel and facilities than us.

     We are now in a highly  competitive  market for a small  number of business
opportunities  which could reduce the  likelihood of  consummating  a successful
business  combination.   We  are  and  will  continue  to  be  an  insignificant
participant  in the business of seeking  mergers with,  joint  ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have  significantly  greater
financial resources, technical expertise and managerial capabilities than we do.
Consequently,  we will be at a competitive  disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive   factors  may  reduce  the  likelihood  of  our   identifying   and
consummating a successful business combination.

Employees

     As of  September  30,  2002,  we  employed  two  people,  both of whom were
considered  full-time  employees.  Our  employees  were  not  represented  by  a
collective  bargaining  unit. We believe that the  relations  with our employees
were good.

                                       4

<PAGE>

     We presently have no employees apart from our management.  Our sole officer
and director is engaged in outside  business  activities and anticipates that he
will devote to our business  limited time until the  acquisition of a successful
business  opportunity has been identified.  We expect no significant  changes in
the number of our  employees  other than such  changes,  if any,  incident  to a
business combination.

Item 2.  Description of Property

     We leased  approximately  1,000  square  feet of  commercial  space from an
unaffiliated  third party under a lease  terminating  in April 2002 at an annual
rental of $12,465.  We no longer use this space following the discontinuation of
our advertising and graphics design business.

     We  presently  lease a limited  amount of office  space and  administrative
support from Bluepoint,  our largest  stockholder at an annual rental of $5,000.
Due to our lack of capital  resources,  we anticipate paying this rental expense
through the issuance of shares of our common stock.

Item 3.  Legal Proceedings

     We know of no pending legal  proceedings  to which we are a party which are
material either individually or in the aggregate.

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of fiscal year 2002.

                                     PART II

Item 5.  Market for Common Equity and Related Shareholder Matters

Market Information

     There is no market  for our  common  stock.  Management  does not intend to
undertake  any efforts to cause a market to develop in our  securities  until we
have successfully concluded a business combination.

Holders

     As of September  30, 2002, we had 53  stockholders  of record of our common
stock.  As of October 27, 2006, we had 57  stockholders  of record of our common
stock.  Such  numbers  of  record  stockholders  was  derived  from the  records
maintained by our transfer agent, Olde Monmouth Stock Transfer Co., Inc.

Dividend Policy

     To  date,  we  have  not  declared  or  paid  any  cash  dividends  to  our
stockholders  and we do not  intend  to do so for  the  foreseeable  future.  We
anticipate  that, for the foreseeable  future,  we will retain all earnings,  if
any, to finance the continued development of our business. Any future payment of
dividends will be determined solely in the discretion of our board of directors.

                                       5

<PAGE>

Recent Sales of Unregistered Securities and Use of Proceeds

     Between  October 2000 and  November  2000 we sold an aggregate of 1,500,000
shares of our common stock to three individuals in a private  transaction exempt
from registration in reliance on Section 4(2) of the Securities Act. We received
$30,000 in proceeds from these sales.  We paid no  commissions  or  underwriting
discounts in this transaction.  No general  solicitation or advertising was used
in connection with this transaction,  and the certificates evidencing the shares
that were issued contained a legend  restricting  their  transferability  absent
registration  under the  Securities  Act or the  availability  of an  applicable
exemption  there  from.  The  purchasers  had access to business  and  financial
information  concerning BBC Graphics of Palm Beach. We had reasonable grounds to
believe that each purchaser was an accredited  investor,  as defined by Rule 501
of Regulation D, and the purchaser  represented that he was acquiring the shares
for investment purposes only, and not with a view towards distribution or resale
except in compliance with applicable securities laws.

     In February  2001 we sold an aggregate of 59.5 units to 57  accredited  and
sophisticated investors in a private placement exempt from registration pursuant
to Rule 506  promulgated  under the Securities Act. Each unit consisted of 8,000
shares of our common stock, a Series A warrant to purchase 8,000 shares at $1.00
per share,  a Series B warrant to purchase 8,000 shares at $2.00 per share and a
Series C warrant to  purchase  8,000  shares at $3.00 per  share,  at a purchase
price of $1,000  per  unit.  We  received  gross  proceeds  of  $59,500  in this
offering.  Granite  Financial Group,  Inc., a broker-dealer,  acted as placement
agent for us in this offering, and we paid Granite Financial Group, Inc. selling
commissions  of $5,950.  Each of the  investors  (a) had access to business  and
financial  information  concerning BBC Graphics of Palm Beach,  (b)  represented
that they were acquiring the shares for investment  purposes only and not with a
view  towards  distribution  or resale  except  in  compliance  with  applicable
securities laws and (c) were either  accredited  investors or had such knowledge
and experience in business and financial matters that they were able to evaluate
the risks and merits of an investment  in BBC Graphics of Palm Beach,  and were,
therefore,  sophisticated investors at the time of purchase. In addition, we had
reasonable grounds to believe that 54 of the investors were accredited investors
within the meaning of Rule 501 under  Regulation D. No general  solicitation  or
advertising  was used in  connection  with this  offering  and the  certificates
evidencing  the shares that were issued  contained  a legend  restricting  their
transferability absent registration under the Securities Act or the availability
of an applicable exemption there from.

     On May  19,  2006,  pursuant  to the  Stock  Purchase  Agreement,  we  sold
22,524,000 shares of common stock to Bluepoint for the aggregate  purchase price
of $40,000.  This  transaction  was  completed  pursuant to Section  4(2) of the
Securities Act.

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

     The  following  discussion  and  analysis of our  financial  condition  and
results  of  operations  should  be read in  conjunction  with our  consolidated
financial  statements and related notes appearing elsewhere in this report. This
discussion and analysis contains forward-looking  statements that involve risks,
uncertainties,  and assumptions.  The actual results may differ  materially from
those  anticipated  in these  forward-looking  statements as a result of certain
factors, including but not limited to the risks discussed in this Annual Report.

                                       6

<PAGE>

Overview

     Form our  organization  in May 1999  through  April  2006,  we  operated an
advertising and graphics design  business.  In April 2006, we discontinued  this
business after our reinstatement from  administrative  dissolution.  Our current
plan of operations is to identify and acquire,  through  merger,  acquisition or
sale of our common stock, an operating  business with growth potential.  We have
not yet identified any potential acquisition targets.

Critical Accounting Policies

Use of Estimates

     The  preparation  of financial  statements  in accordance  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting periods.  Significant estimates made by management include,
but are not limited to the realization of accounts  receivables.  Actual results
will differ from these estimates.  Present below are those  accounting  policies
that we believe  require  subjective  and complex  judgments  that could  affect
reported results:

Revenue Recognition

     Revenue is recognized  on the sales of products when the customer  receives
title to the goods,  generally upon  delivery.  Revenue for sale of products and
services is  recorded on a gross  basis,  since the Company is  responsible  for
fulfillment,  and is recognized upon the acceptance of the products and services
ordered by the customer.

Results of Operations

Twelve Months Ended September 30, 2002 compared to Twelve Months Ended September
30, 2001
<TABLE>
<CAPTION>
                                          Fiscal 2002         Fiscal 2001           $Change             %Change
<S>                                           <C>                <C>               <C>                   <C>
Revenues                                      $193,185           $252,708          $(59,523)             (23.6)
Cost of Goods Sold                             $81,510           $126,502          $(44,992)             (35.6)
Selling, General and Administrative           $188,880           $217,386          $(28,506)             (13.1)
Expenses
Interest Expense                                $3,306             $3,025              $281                9.3
Net Loss                                       $80,511            $94,205          $(13,694)             (14.5)

</TABLE>

Revenues

     Revenue  consists  primarily  of the  sales  of  marketing  products.  This
decrease  is  primarily  due to loss of business  due to the highly  competitive
nature of the industry.

Cost of goods sold

     Cost of goods sold is comprised of two items,  purchases and the payment of
subcontractors.  Cost of goods sold as a  percentage  of revenues in fiscal 2002
declined to approximately 42% as compared to 50% in fiscal 2001. The decrease in
cost of goods sold is due to the  commensurate  decrease in revenues  and better
control over costs.

                                       7

<PAGE>

Selling, general, and administrative expenses

Selling,   general  and  administrative  expenses  are  primarily  comprised  of
professional fees and other operating expenses associated with the Company being
a public reporting company. The decrease in selling, general, and administrative
expenses  during fiscal 2002 when compared to the prior year period is primarily
due to a decrease in legal fees. The decrease in legal fees was primarily due to
higher legal fees incurred during fiscal 2001,  associated with the registration
statement of shares of common stock issued pursuant to a private placement which
occurred  during that period.  We did not file a registration  statement  during
fiscal  2002.  Sales,  general  and  administrative   expenses  increased  as  a
percentage  of  revenues  in fiscal  2002 to  approximately  98% as  compared to
approximately  86% in fiscal 2001. This increase was due to the relatively fixed
nature of these expenses combined with the decline in revenues.

Interest expense

     Interest  expense is primarily  comprised of expenses  associated  with our
capital lease. The fiscal 2002 interest expense is comparable to the fiscal 2001
expense.
<TABLE>
<CAPTION>
                                            Fiscal 2002         Fiscal 2001          $Change        %Change

<S>                                           <C>              <C>                 <C>                <C>
Cash Flows From Operating Activities          $4,872           $(42,106)           $46,978            111.6
Cash Flows From Investing Activities              $0            $(5,502)            $5,502            N/A
Cash Flows From Financing Activities           $(154)           $45,719           $(45,873)          (100.3)
</TABLE>
         As of September 30, 2002, we had cash on hand of $4,718.

     During fiscal 2002, cash provided by operating  activities was $4,872.  The
cash provided by operating  activities  resulted  primarily from its net loss of
approximately $80,500, adjusted for:

o  depreciation  and  amortization  of approximately $4,500;

o decrease in accounts receivable of approximately $30,000 resulting  from a
  corresponding  decrease  in  revenues;

o increase in accrued expenses of approximately $39,000 resulting from delayed
  payments to vendors due to our  financial  condition;

o increase in accounts  payable of  approximately $12,000  resulting  from
  delayed  payments  to  vendors  due to  our  financial condition.

     During fiscal 2001, cash used in operating activities was $42,106. The cash
used  in  operating   activities   resulted  primarily  from  its  net  loss  of
approximately $94,000, adjusted for:

o depreciation and amortization of approximately $20,000;

o increase in imputed officer's compensation of $20,000;

o increase in accounts receivable of approximately $22,000 resulting from a
  comparable increase in revenues;

o increase in accrued expenses of approximately $14,000 resulting from and
  increase in expenses associated commensurate with our growth;

o increase in accounts payable of approximately $20,000 resulting from and
  increase in expenses associated commensurate with our growth.

     During  fiscal  2002,  we did not  generate  any cash flows from  investing
activities.  During fiscal 2001,  we used cash flows in investing  activities of
approximately $5,500 in the purchase of property and equipment.

                                       8

<PAGE>

     During  fiscal  2002,  we used a  negligible  amount  of cash in  financing
activities.  During  fiscal  2001,  cash  provided by financing  activities  was
$45,719. The cash provided by financing activities resulted primarily from:

o proceeds from the sale of common stock amounting to $89,500;

o financing costs associated with the sale of common stock amounting to
  approximately $31,000.

o principal repayments of capital lease obligation amounting to approximately
  $12,000.

     Until we complete a business combination,  we have no source of revenues to
fund our operating expenses. We anticipate incurring expenses for accounting and
legal fees related to our filings with the Securities  and Exchange  Commission,
as  well  as due  diligence  fees  and  expenses  associated  with  locating  an
appropriate  company  with  whom  to  complete  a  business   combination,   and
professional   fees  associated  with  negotiating  and  completing  a  business
combination.  Bluepoint Financial, LLC, our largest stockholder, will fund these
expenses.

Impact of Recently Issued Accounting Pronouncements

     The  following  accounting  pronouncements  were issued prior to the end of
fiscal 2002 and were  considered  in preparing  the  financial  statements  that
appear in this Annual Report: EITF 00-10,  "Accounting for Shipping and Handling
Fees and Costs." This EITF provides  guidance on the  accounting  for the income
statement  classifications  of amounts  charged to  customers  for  shipping and
handling.

     EITF  99-19,  "Reporting  Revenue  Gross as a  Principal  Versus  Net as an
Agent." This EITF  provides  guidance on how companies  should  report  revenue.
Either the gross amount  received  from the customer or the net amount  retained
after payment to the supplier.

     The Securities and Exchange  Commission  issued Staff  Accounting  Bulletin
Number 101, which provides guidance on the recognition of revenue.

     The Financial  Accounting  Standards  Board issued  interpretation  No. 44,
"Accounting  for  Certain  Transactions   involving  Stock  Compensation."  This
interpretation  provides guidance only for certain issues that arise in applying
APB opinion No. 25 "Accounting for Stock Issued to Employees."

     The  Company's  adoption  of these  pronouncements  did not have a material
effect on the financial statements.

     Other accounting standards that have been issued or proposed by the FASB or
other standards-setting  bodies that do not require adoption until a future date
are not  expected  to  have a  material  impact  on the  consolidated  financial
statements upon adoption.

Item 7.  Financial Statements

     See "Index to Financial  Statements" for the financial  statements included
in Form 10-KSB.

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

None.

ITEM 8A.  CONTROLS AND PROCEDURES

         Evaluation of Disclosure Controls and Procedures

     As  of  September   30,  2002,  we  were  not  obligated  to  evaluate  the
effectiveness  of the design  and  operation  of our  "disclosure  controls  and
procedures"  (as defined in the Exchange  Act Rules  13a-15(e)  and  15d-15(e)).
Accordingly, no such evaluation was performed by our management.

                                       9

<PAGE>

     As of September 30, 2006, we carried out an evaluation of the effectiveness
of the design and operation of our disclosure  controls and procedures under the
supervision  and with the  participation  of our  management,  including  Robert
Druzak, our Chief Executive Officer and Chief Financial Officer. Based upon that
evaluation, Mr. Druzak concluded that our disclosure controls and procedures are
effective.  There were no  significant  changes in our  disclosure  controls and
procedures that have materially  affected or are reasonably likely to materially
affect our internal  controls over financial  reporting during the quarter ended
September 30, 2006.

     Disclosure  controls and procedures are controls and other  procedures that
are designed to ensure that information  required to be disclosed in our reports
filed or submitted  under the Exchange Act are recorded,  processed,  summarized
and reported,  within the time periods  specified in the Securities and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required  to be  disclosed  in our  reports  filed  under  the  Exchange  Act is
accumulated and communicated to management to allow timely  decisions  regarding
required disclosure.

         Changes in Internal Controls

         There were no significant changes in our internal controls or, to our
knowledge, in other factors that could significantly affect our disclosure
controls and procedures subsequent to the date we carried out this evaluation.


ITEM 8B.  OTHER INFORMATION.

         None.


                                    PART III

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

                                       10

<PAGE>

     The  following  table  includes the names,  positions  held and ages of our
executive officers and directors as of September 30, 2002.


        Name                    Age     Current Position(s) with Company
        Suzanne Mitchell        38      President, Chief Executive Officer and
                                        Director

        Julie Mitchell          35      Treasurer, Chief Operating Officer and
                                        Director

        Lisa M. Breuing         41      Director

     All directors serve for one year and until their successors are elected and
qualify.  Directors do not presently receive  compensation for their services as
directors.  Officers  are elected by the board of  directors  and their terms of
office at the discretion of the board.

     A brief  description of the business  experience of each of these directors
and executive officers is as follows:

     Suzanne  Mitchell served as our President,  Chief  Executive  Officer and a
member of our board of directors  from May 1999 through May 2006.  From February
1997 until May 1999 she was  president  and member of the board of  directors of
BBC Graphics,  Inc., a privately held company and our predecessor company.  From
April 1994 to February 1997 she conducted  advertising and design services under
the dba BBC  Graphics,  a sole  proprietorship.  From  1990 to March  1994,  Ms.
Mitchell was the art director of Boca Business Center and Advertising and Design
Group.  Ms. Mitchell  received an associate's  degree in Graphic Art from George
Brown College in Toronto, Canada.

     Julie Mitchell served as our Chief Operating Officer and Treasurer from May
1999 through May 2006,  and as a member of our board of  directors  from October
2000 through May 2006.  From December 1998 until February 1999 she was a graphic
designer with Movie Ad  Corporation,  and from January 1998 until  December 1998
she was the  production  manager at Boca Type and  Graphics.  From  January 1997
until January 1998 Ms. Mitchell was print manager at Proctors  Printing and from
January 1996 until January 1997 Ms. Mitchell was a reservationist at Holiday Inn
Sunspree.  Ms.  Mitchell  attended  Carlton  University  in Ontario,  Canada and
received  her  associate's  degree from The Art  Institute  of Fort  Lauderdale,
Florida.

     Lisa M. Breunig  served as a member of our board of directors  from October
2000  through May 2006.  Since June 1999 she has been  project  manager with PCL
Constructors  Canada, Inc. From September 1997 until June 1999 Ms. Breunig was a
contract  administrator  with  construction   contractor   O'Brien-Kreitzberg  &
Associates  and  from  January  1995  until  September  1997  she was a  project
coordinator  with  Giffels   Enterprises  Inc.  Ms.  Breunig  received  a  Civil
Engineering  Technology Honors Diploma from Sheridan College of Applied Arts and
Technology.

     Mrs. Brady, Ms. Mitchell, and Ms. Breunig are sisters.

                                       11

<PAGE>

     The  following  table  includes  the  name,  positions  held and age of our
present executive officer and director.

        Name            Age     Current Position(s) with Company
        Robert Druzak   52       President, Chief Executive Officer, Chief
                                 Financial Officer and Director

         A brief description of Mr. Druzak's business experience is as follows:

     Robert Druzak was  appointed to our board of directors  and our  President,
Chief Executive Officer and Chief Financial Officer in May 2006. Mr. Druzak is a
principal of  Bluepoint,  our largest  shareholder.  Since 2001,  Mr. Druzak has
served as Manager of Specialty products for IPSCO Steel, a multi-billion  dollar
steel  producer  based in Canada.  Prior to that,  from 1984 through  2000,  Mr.
Druzak  served  as  President  and  Chief  Executive  Officer  of  Justin  Steel
Corporation,  a specialty steel  distributor.  In 2000, Mr. Druzak completed the
sale of Justin Steel's assets to a privately owned steel distributor. Mr. Druzak
holds a Bachelors of Science degree in Business Management from Houston.

Compliance with Section 16(a) of the Exchange Act

     Because  we do not have a class  of  common  equity  registered  under  the
Exchange  Act,  our  officers,  directors  and  principal  shareholders  are not
required to file Forms 3, 4 or 5.

Code of Ethics

     We have  not  adopted  a code  of  ethics  that  applies  to our  principal
executive officer,  principal financial officer,  principal  accounting officer,
controller or persons performing similar functions. As Mr. Druzak is a principal
of our majority  stockholder,  and is the sole member of our Board of Directors,
President,  Chief  Executive  Officer  and Chief  Financial  Officer,  we do not
believe  that a formal  written  Code of Ethics was  necessary  to regulate  his
conduct.

Item 10. Executive Compensation

     The following table sets forth  compensation  paid or accrued during Fiscal
2002,  Fiscal 2001 and the transition period ended September 30, 2000 to (i) our
Chief Executive Officer, and (ii) the most highly compensated executive officers
whose total  annual  salary and bonuses  exceeded  earned  $100,000  during such
fiscal years and transition period.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                               Long-Term
                                                              Annual Compensation        Compensation Awards
                                                                                                Number of
                                                                                             ---------------
Name and Principal Position            Fiscal Year Ended     Salary (1)          Bonus           Options
<S>                                                            <C>               <C>                <C>
Suzanne Mitchell                       September 30, 2002      $37,500           $  0               0
President, Chief Executive Officer     September 30, 2001      $21,000           $  0               0
                                       September 30, 2000      $0                $  0               0
</TABLE>

(1) For the fiscal year ended December 31, 1999,  the  transition  period of the
nine months ended  September 30, 2000 and the year ended  September 30, 2001, we
imputed   compensation   in  the  amounts  of  $35,000,   $33,750  and  $20,000,
respectively,  which  represented  our  estimation  of  the  fair  value  of her
services.  In March 2001, Ms. Mitchell became a party to an employment agreement
providing  for  annual  cash  compensation  of  $56,000,  the terms of which are
described elsewhere in this annual report.

                                       12

<PAGE>

Option Grants in Fiscal Year 2002/Fiscal Year End option Values

     We did not grant any stock  options in Fiscal 2002 and, as of September 30,
2002, there were no options issued and outstanding.

2001 Stock Option Plan

     On March 1, 2001, the board of directors and a majority of our shareholders
adopted our 2001 stock option plan. We have reserved  1,000,000 shares of common
stock for issuance upon exercise of options  granted from time to time under the
2001 stock option  plan.  The 2001 stock option plan is intended to assist us in
securing and retaining key employees, directors and consultants by allowing them
to  participate  in our ownership and growth  through the grant of incentive and
non-qualified options.

     Under the stock option plan we may grant  incentive  stock  options only to
key employees and employee directors,  or we may grant non-qualified  options to
our employees,  officers,  directors and consultants. The 2001 stock option plan
is currently administered by our board of directors.

     Subject to the  provisions of the stock option plan, the board of directors
will determine who shall receive  options,  the number of shares of common stock
that may be  purchased  under the  options,  the time and manner of  exercise of
options and exercise prices.  The term of options granted under the stock option
plan may not  exceed  ten years or five  years  for an  incentive  stock  option
granted to an optionee  owning more than 10% of our voting  stock.  The exercise
price for  incentive  stock options will be equal to or greater than 100% of the
fair  market  value of the  shares  of the  common  stock  at the time  granted.
However,  the  incentive  stock  options  granted to a 110% holder of our voting
stock are exercisable at a price equal to or greater than 10% of the fair market
value of the  common  stock on the date of the  grant.  The  exercise  price for
non-qualified  options will be set by the board in its discretion.  The exercise
price may be payable in cash or, with the approval of the board,  by delivery of
shares or by a combination  of cash and shares.  Shares of common stock received
upon exercise of options will be subject to restrictions on sale or transfer. As
of the date of this annual  report,  we have not  granted any options  under the
2001 stock option plan.

Long Term Incentive Plans

     We currently do not have any long-term incentive plans.

Compensation of Directors

     Our  directors  are not  compensated  for any  services  provided  in their
capacity as directors.

Employment Agreements and Consulting Agreements

     In March  2000,  we  entered  into an  employment  agreement  with  Suzanne
Mitchell to serve as our President and Chief Executive Officer.  Under the terms
of this three-year agreement,  we agreed to pay Ms. Mitchell an annual salary of
$56,000.  The agreement also provides,  among other things, for participation in
any profit sharing or retirement plan and in other employee benefits  applicable
to our employees,  and certain  non-disclosure and  non-competition  provisions.
Under  the  terms of the  agreement,  we may  terminate  the  employment  of Ms.
Mitchell with cause. If we should  terminate the agreement for cause, as defined
in the agreement,  no further  compensation is due Ms. Mitchell from the date of
termination.  As of September 30, 2002 we owed Ms.  Mitchell  $51,687 in accrued
salary.  We  presently do not owe Ms.  Mitchell any amount under our  employment
agreement with her.

                                       13

<PAGE>

     On May 19, 2006, we entered into a consulting  agreement with Ms.  Mitchell
pursuant  to which she  agreed  to spend no more than five  hours per week for a
period of one month  from the date of the  consulting  agreement  assisting  and
cooperating  in the process of  preparing  and filing this Annual  Report by (i)
reviewing our liabilities  and assets,  (ii) assisting in the preparation of our
financial  statements,  (iii) reviewing our stockholder lists and (iv) reviewing
the SEC  Filings.  Pursuant to the  consulting  agreement,  we agreed to pay Ms.
Mitchell a consulting fee of $10,000 in four weekly installments of $2,500. This
fee has been paid to Ms. Mitchell.

Repricing of Options

     We have not adjusted or amended the exercise price of any stock options.

Item 11. Security Ownership of Certain Beneficial Owners and Management

Securities Authorized for Issuance Under Equity Compensation Plans

     We  presently  have  1,000,000  shares of our common stock  authorized  for
issuance under our 2001 stock option plan.

Owners of our Common Stock

     The following  table sets forth,  as of September 30, 2002 and November 28,
2006,  certain  information  with respect to beneficial  ownership of our common
stock as of such dates by:

o each person known to us to be the beneficial owner of more than 5% of our
  common stock;

o each of our directors;

o each of our executive officers; and

o all of our executive officers and directors as a group.

Unless  otherwise  specified,  we believe  that all persons  listed in the table
possess  sole  voting and  investment  power  with  respect to all shares of our
common stock  beneficially  owned by them. As of September 30, 2002,  26,976,000
shares of our common stock were issued and outstanding. As of November 28, 2006,
80,000,000 shares of our common stock were issued and outstanding.

September 30, 2002

                                        Amount and Nature of
Name and Address                       Beneficial Ownership(1)  Percent of Class

Suzanne Mitchell                             24,800,000                   91.9
4301 Oak Circle, Suite 25
Boca Raton, FL 33431

Julie Mitchell                                 100,000                       *
4301 Oak Circle, Suite 25
Boca Raton, FL 33431

Lisa M. Breuing                                100,000                       *
4301 Oak Circle, Suite 25
Boca Raton, FL 33431

All directors and executive officers        25,000,000                    92.7
as a group (3 people)

*    Less than 1%


(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934. Unless otherwise noted, we believe that all
persons named in the table have sole voting and investment power with respect to
all shares of common stock beneficially owned by them.

                                       14

<PAGE>
November 28, 2006
<TABLE>
<CAPTION>
                                            Amount and Nature of
Name and Address                           Beneficial Ownership(1)            Percent of Class

<S>                                              <C>                               <C>
Robert Druzak (2)                                52,324,000                        65.4
205 Van Buren Street, Suite 150
Herndon, VA 20170

Bluepoint Financial, LLC                         37,324,000                        46.7
205 Van Buren Street, Suite 150
Herndon, VA 20170

John Signorello (2)                              52,324,000                        65.4
205 Van Buren Street, Suite 150
Herndon, VA  20170

Suzanne Mitchell (3)                             10,000,000                        12.5
2042 Discovery Circle East
Deerfield Beach, FL  33442

All directors and executive officers as a        52,324,000                        65.4
group (1 person)
</TABLE>
*    Less than 1%

(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934. Unless otherwise noted, we believe that all
persons named in the table have sole voting and investment power with respect to
all shares of common stock beneficially owned by them.

(2) Includes  37,324,000  shares of common  stock owned by Bluepoint  Financial,
LLC,  our  largest  stockholder. Bluepoint  Financial,  LLC is a Nevada  limited
liability  company of which Mr. Druzak and Mr.  Signorello are each managers and
each own 50% of the outstanding membership interests.

(3) Ms. Mitchell pledged these shares to two lenders as collateral  securing her
obligation to repay as a loan.  Subsequently defaulted on this loan and conveyed
possession  of the stock  certificates  and  executed  stock  powers  evidencing
ownership to these  shares.  Accordingly,  while she remains the record owner of
these shares,  Ms. Mitchell  disclaims  beneficial  ownership of these shares of
common stock.

                                       15

<PAGE>

ITEM 12. Certain Relationships and Related Transactions

We had no  transactions  during the last two years in excess of $60,000 in which
we were a party in which any of our directors,  executive officers or any of the
security holders listed on the tables in Item 11, or any member of the immediate
family of any such persons, had an interest.


ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

            (a) The following Exhibits are filed as part of this report.

Exhibit No.       Description of Document

2.1 Merger Agreement between BBC Graphics,  Inc. and BBC Graphics of Palm Beach,
Inc.  (Incorporated by reference to Exhibit 2 to the  registrant's  registration
statement on Form SB-2, SEC file number 333-58326).

2.2  Securities  Purchase  Agreement  between BBC Graphics of Palm Beach,  Inc.,
Suzanne Mitchell and Bluepoint Financial, LLC dated as of May 19, 2006.

                                       16

<PAGE>

3.1(a)  Certificate  of  Incorporation  of BBC  Graphics  of  Palm  Beach,  Inc.
(Incorporated  by reference to Exhibit 3.1(a) to the  registrant's  registration
statement on Form SB-2, SEC file number 333-58326).

3.1(b) Articles of Amendment (Incorporated by reference to Exhibit 3.1(b) to the
registrant's registration statement on Form SB-2, SEC file number 333-58326).

3.2 By-laws of BBC Graphics of Palm Beach,  Inc.  (Incorporated  by reference to
Exhibit 3.2 to the  registrant's  registration  statement on Form SB-2, SEC file
number 333-58326).

4 Specimen Stock Certificate.

10.1 Stock  Option  Plan  (Incorporated  by  reference  to  Exhibit  10.1 to the
registrant's registration statement on Form SB-2, SEC file number 333-58326).

10.2 Employment Agreement between the Company and Suzanne Brady (Incorporated by
reference to Exhibit  10.2 to the  registrant's  registration  statement on Form
SB-2, SEC file number 333-58326).

10.3 Office Lease for 4301 Oak Circle,  Suite 25  (Incorporated  by reference to
Exhibit  10.3(a) to the  registrant's  registration  statement on Form SB-2, SEC
file number 333-58326).

10.4  Demand  Promissory  Note  dated  December  31,  2000  from  Suzanne  Brady
(Incorporated by reference to Exhibit 10.3(b) to the  registrant's  registration
statement on Form SB-2, SEC file number 333-58326).

10.5 Form of Stock Purchase Warrant.

21 Subsidiaries of BBC Graphics of Palm Beach, Inc.

31 Certification dated December 22, 2006 pursuant to Exchange Act Rule 13a-14(a)
or 15d-14(a) of the Principal  Executive  Officer as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 by Robert Druzak, Chief Executive Officer.

32 Certification  dated December 22, 2006 pursuant to 18 U.S.C.  Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made by Robert
Druzak, Chief Executive Officer and Chief Financial Officer.


(b) Current Reports on Form 8-K.

None.

 ITEM 14.         PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The following  information  represents  services provided by Daszkal Bolton
Manela  Devlin & Co., our principal  accountants  during Fiscal 2001 and Sherb &
Co.,  LLP,  our present  principal  accountants  for work  performed in 2006 for
Fiscal 2002.

                                       17

<PAGE>

     Audit Fees.  During fiscal 2001, the aggregate fees billed for professional
services  rendered  by our  principal  accountant  for the  audit of our  annual
financial  statements  and  review of our  quarterly  financial  statements  was
$13,835.  During  2006,  the  aggregate  fees billed for  professional  services
rendered  by our  principal  accountant  for the audit of our fiscal 2002 annual
financial  statements  and  review of our  quarterly  financial  statements  was
$7,000.

     Audit-Related  Fees.  During  fiscal 2001 and fiscal  2002,  our  principal
accountant did not render assurance and related services  reasonably  related to
the performance of the audit or review of financial statements.

     Tax Fees. During fiscal 2001 and fiscal 2002, our principal  accountant did
not render services to us for tax compliance, tax advice and tax planning.

     All Other  Fees.  During  fiscal 2001 and fiscal  2002,  there were no fees
billed for products and services provided by the principal accountant other than
those set forth above.

     Audit Committee Approval. We did not have an audit committee in fiscal 2001
and fiscal 2002. All of the services  listed above for Fiscal 2001 were approved
by our board of directors.  We do not presently have an audit committee.  All of
the services  listed above for fiscal 2002 were approved by Robert  Druzak,  our
Chief Executive Officer and sole director.

                                       18

<PAGE>

                        BBC GRAPHICS OF PALM BEACH, INC.
                               September 30, 2002

                                TABLE OF CONTENTS


Reports of Independent Registered Public
Accounting Firms ........................................... F - 1 through F - 2

Financial Statements:

   Balance Sheets at September 30, 2002................................... F - 3

   Statements of Operations for the year ended September 30, 2002
      and September 30, 2001.............................................. F - 4

   Statements of Changes in Stockholders' Deficit from October 1, 2000
      to September 30, 2002............................................... F - 5

   Statements of Cash Flows for the year ended September 30, 2002
      and September 30, 2001.............................................. F - 6

Notes to Financial Statements.............................. F - 7 through F - 16

<PAGE>

                         INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders BBC Graphics of Palm Beach, Inc.

We have audited the accompanying statements of operations, changes in
stockholders' equity and cash flows of BBC Graphics of Palm Beach, Inc. for the
year ended September 30, 2001. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audit 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
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows for the year
ended September 30, 2001 in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 14 to the
financial statements, the Company has experienced losses since its inception as
well as negative cash flows from operations. These matters raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 14. The accompanying
financial statements do not include any adjustments that might result from the
resolution of these uncertainties.

/s/Daszkal Bolton LLP

Boca Raton, Florida
January 9, 2002

                                      F-1

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
BBC Graphics of Palm Beach, Inc.
Boca Raton, Florida


We have audited the  accompanying  balance  sheet of BBC Graphics of Palm Beach,
Inc. as of September 30, 2002 and the related statements of operations,  changes
in stockholder's deficit and cash flows for the year then ended. 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.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). 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,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of BBC Graphics of Palm Beach,
Inc. as of September 30, 2002 and the results of their operations and their cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America.

                                                            /s/ Sherb & Co., LLP
                                                    Certified Public Accountants

Boca Raton, Florida
October 30, 2006

                                      F-2

<PAGE>

                        BBC GRAPHICS OF PALM BEACH, INC.
                                  BALANCE SHEET
                               September 30, 2002
<TABLE>
<CAPTION>

                                                                                 September 30,
                                    ASSETS                                            2002
                                                                                 -------------
Current Assets:
<S>                                                                               <C>
  Cash                                                                            $     4,718
  Accounts receivable                                                                  13,875
                                                                                 -------------
     Total current assets                                                              18,593

  Property and equipment, net of accumulated depreciation of $114,317                   1,002
  Other assets                                                                          3,219
                                                                                 -------------
     Total assets                                                                 $    22,814
                                                                                 =============

                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable                                                                $    42,146
  Accrued expenses                                                                     52,381
  Capitalized lease obligations                                                         5,214
                                                                                 -------------
    Total current liabilities                                                     $    99,741

Stockholders' Deficit:
  Preferred Stock, $.001 par value; 3,000,000 shares authorized,  none issued
    or outstanding                                                                          -
  Common stock; $.001 par value; 100,000,000 shares authorized;
   26,976,000 shares at September 30, 2001 and  2002 issued and outstanding            26,976
  Additional paid-in capital                                                           63,319
  Accumulated deficit                                                                (167,222)
                                                                                 -------------
     Total stockholders' deficit                                                  $   (76,927)
                                                                                 -------------

     Total liabilities and stockholders' deficit                                  $    22,814
                                                                                 =============


                                      See Notes to Financial Statements.
                                                     F-3
</TABLE>
<PAGE>

                        BBC GRAPHICS OF PALM BEACH, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                   Year ended          Year ended
                                                 September 30,       September 30,
                                                      2002                2001
                                               -----------------   -----------------

<S>                                              <C>                 <C>
Net sales                                        $    193,185        $    252,708
Cost of goods sold                                     81,510             126,502
                                               -----------------   -----------------

Gross profit                                          111,675             126,206

Operating expenses:
Selling, general and administrative expenses          188,880             217,386
                                               -----------------   -----------------

    Loss from operations                              (77,205)            (91,180)

Interest expense                                        3,306               3,025

Net loss                                         $    (80,511)       $    (94,205)
                                               =================   =================

Basic and diluted loss per common share          $      (0.00)       $      (0.00)
                                               =================   =================

Basic and diluted weighted average common
shares outstanding                                 26,976,000          26,976,000
                                               =================   =================
</TABLE>

                            See Notes to Financial Statements.
                                            F-4

<PAGE>

                                          BBC GRAPHICS OF PALM BEACH, INC.
                                  STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
                                    From October 1, 2000 to September 30, 2002
<TABLE>
<CAPTION>

                                                      Common Stock
                                               --------------------------     Adittional      Additional
                                                  Shares           $         Paid-in Capital    Deficit       Total
                                               ------------  ------------   ---------------   ----------    ----------

<S>                                                 <C>        <C>           <C>            <C>             <C>
Opening balance, September 30, 2000             25,000,000     $  25,000     $   68,750     $  (65,902)      $27,848
Distributions                                            -             -         (8,910)             -        (8,910)
Reclassification of S-corp. accumulated deficit          -             -        (73,397)        73,397             -
Imputed officer's compensation                           -             -         20,000              -        20,000
Issuance of common stock                         1,976,000         1,976         87,524              -        89,500
Costs associated with issuance of common stock           -             -        (30,648)             -       (30,648)
Net loss for the year                                    -             -              -        (94,205)      (94,205)
                                               ------------  ------------   ------------    -----------    ----------
Balance, September 30, 2001                     26,976,000        26,976         63,319        (86,710)        3,585

Net loss                                                 -             -              -        (80,512)      (80,512)
                                               ------------  ------------   ------------    -----------    ----------
Ending balance, September 30, 2002              26,976,000     $  26,976     $   63,319     $ (167,222)    $ (76,927)
                                               ============  ============   ============    ===========    ==========

</TABLE>

                                         See Notes to Financial Statements
                                                          F-5

<PAGE>

                                      BBC GRAPHICS OF PALM BEACH, INC.
                                          STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                           Year ended      Year ended
                                                                          September 30,   September 30,
                                                                              2002            2001
                                                                         ------------    -------------
Cash flows from operating activities:
<S>                                                                        <C>              <C>
Net loss                                                                   $ (80,512)       $ (94,205)
Adjustments to reconcile net loss to net cash provided by
 operating activities:
  Depreciation and amortization                                                4,497           19,857
  Imputed officer's compensation                                                   -           20,000
Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable                                  29,894          (21,872)
  Increase (decrease) in cash overdraft                                         (143)             143
  Increase in accrued expenses                                                38,753           13,623
  Increase in accounts payable                                                12,383           20,348
                                                                         ------------    -------------
Net cash provided by (used in) operating activities                            4,872          (42,106)
                                                                         ------------    -------------
Cash flows used in investing activity:
  Purchases of property and equipment                                              -           (5,502)
                                                                         ------------    -------------
Net cash used in investing activity                                                -           (5,502)
                                                                         ------------    -------------
Cash flows from financing activities:
  Principal repayment of capital lease obligations                           (10,399)         (12,338)
  Due from shareholder                                                        10,245            8,115
  Distributions                                                                    -           (8,910)
  Proceeds from sale of common stock                                               -           89,500
  Costs associated with issuance of common stock                                   -          (30,648)
                                                                         ------------    -------------
Net cash (used in) provided by financing activities                             (154)          45,719
                                                                         ------------    -------------
 Net increase (decrease) in cash                                               4,718           (1,889)

Cash, beginning of year                                                            -            1,889
                                                                         ------------    -------------
Cash, end of year                                                          $   4,718        $       -
                                                                         ============    =============
Supplemental disclosures of cash flow information:
  Cash paid for interest                                                   $   3,306        $   3,025
                                                                         ============    =============
  Non-cash transactions affecting investing and financing activities:
    Reclassification of accumulated deficit                                $       -        $  73,397
                                                                         ============    =============
</TABLE>

                                       See Notes to Financial Statements.
                                                         F-6

<PAGE>

                        BBC GRAPHICS OF PALM BEACH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002

NOTE 1- ORGANIZATION AND DESCRIPTION OF BUSINESS

Nature of Operations

BBC Graphics of Palm Beach, Inc. (the "Company") was incorporated in the state
of Florida as a Corporation on May 28, 1999 and operated as a full-service
nationwide advertising agency with an emphasis on graphic design. The Company's
primary sources of revenues included design services such as corporate logo
design, as well as all types of printed collateral and displays.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly-liquid debt instruments with original
maturities of three months or less to be cash equivalents. There were no cash
equivalents at September 30, 2002.

Revenue Recognition

Revenue is recognized on the sales of products when the customer receives title
to the goods, generally upon delivery. Revenue for sale of products and services
is recorded on a gross basis, since the Company is responsible for fulfillment,
and is recognized upon the acceptance of the products and services ordered by
the customer

Customer Concentration Risk

Two of the Company's customers accounted for 28% and 18%, respectively, of its
revenues during the fiscal 2002. One of the Company's customers accounted for
35% of its revenues during fiscal 2001.

Concentration of Credit Risk

The Company is subject to concentrations of credit risk primarily from cash and
cash equivalents and accounts receivable.

The Company's cash and cash equivalents accounts are held at financial
institutions and are insured by the Federal Deposit Insurance Corporation
("FDIC") up to $100,000. To reduce its risk associated with the failure of such
financial institutions, the Company periodically evaluates the credit quality of
the financial institutions in which it holds deposits. As of September 30, 2002,
the Company had no deposits in excess of FDIC limits.

The Company's accounts  receivable are due from corporate clients located in the
United  States.  Collateral is generally  not  required.  Three of the Company's
customers  accounted for 51% of its accounts  receivable at September 30, 2002.
No other  customers  accounted  for more than 10% of its accounts  receivable at
September 30, 2002.

                                       F-7

<PAGE>

                        BBC GRAPHICS OF PALM BEACH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-(continued)

Product Concentration

All of the Company's revenues are derived from fees earned from production of
advertising materials.

Depreciation

The Company's property and equipment are depreciated using straight-line and
accelerated methods over the estimated useful lives of the assets, five years.
Depreciation expense includes the amortization of capital lease assets.

Use of Estimates

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

Advertising Costs

The Company conducts non-direct response advertising. These costs are expensed
as incurred. Advertising costs for fiscal 2002 and 2001 were $31 and $2,545,
respectively.

Income Taxes

Income taxes are accounted for in accordance with SFAS No. 109, Accounting for
Income Taxes. SFAS No. 109 requires the recognition of deferred tax assets and
liabilities to reflect the future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. Measurement of
the deferred items is based on enacted tax laws. In the event the future
consequences of differences between financial reporting bases and tax bases of
the Company's assets and liabilities result in a deferred tax asset, SFAS No.
109 requires an evaluation of the probability of being able to realize the
future benefits indicated by such assets. A valuation allowance related to a
deferred tax asset is recorded when it is more likely than not that some or all
of the deferred tax asset will not be realized.

The Company, with the consent of its shareholders, had elected under the
Internal Revenue Code to be an S corporation. In lieu of corporation income
taxes, the shareholders of an S Corporation are taxed on their proportionate
share of the Company's taxable income. Therefore no provision for Federal income
taxes has been included in these financial statements through February 1, 2001,
when a disqualifying event occurred and the Company began taxation as a C
corporation.

                                       F-8

<PAGE>

                        BBC GRAPHICS OF PALM BEACH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-(continued)

Segment reporting

The Company operates in one segment, graphic design. The Company's chief
operating decision-making evaluates the performance of the Company based upon
revenues and expenses by functional areas as disclosed in the Company's
statements of operations.

Recent Accounting Pronouncements

The following pronouncements were recently adopted:

EITF 00-10, "Accounting for Shipping and Handling Fees and Costs." This EITF
provides guidance on the accounting for the income statement classifications of
amounts charged to customers for shipping and handling.

EITF 99-19, "Reporting Revenue Gross as a Principal Versus Net as an Agent."
This EITF provides guidance on how companies should report revenue. Either the
gross amount received from the customer or the net amount retained after payment
to the supplier.

The Securities and Exchange Commission issued Staff Accounting Bulletin Number
101, which provides guidance on the recognition of revenue.

The Financial Accounting Standards Board issued interpretation No. 44,
"Accounting for Certain Transactions involving Stock Compensation." This
interpretation provides guidance only for certain issues that arise in applying
APB opinion No. 25 "Accounting for Stock Issued to Employees."

The Company's adoption of these pronouncements did not have a material effect on
the financial statements.

Earnings Per Share

Earnings per common share are calculated under the provisions of SFAS No. 128,
"Earnings per Share," which established new standards for computing and
presenting earnings per share. SFAS No. 128 requires the Company to report both
basic earnings per share, which is based on the weighted-average number of
common shares outstanding, and diluted earnings per share, which is based on the
weighted-average number of common shares outstanding plus all potential dilutive
common shares outstanding.

                                      F-9

<PAGE>

                        BBC GRAPHICS OF PALM BEACH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-(continued)

The following table sets forth the computation of basic and diluted net loss per
share:


                                                Year ended      Year ended
                                               September 30,   September 30,
                                                   2002            2001
                                             ----------------- ----------------
Numerator:

Net loss                                         ($80,512)       ($94,205)

Denominator:
  Denominator for basic loss per share
   (weighted-average shares)                    26,976,000      26,976,000
  Effect of diluted securities:

  Warrants                                           -               -
                                             ================= ================

  Denominator for dilutive loss per share
  (adjusted weighted-average)                   26,976,000      26,976,000

Basic and diluted loss
per share                                         ($0.00)         ($0.00)

Warrants to purchase 1,428,000 shares of common stock were outstanding during
the year ended September 30, 2002, but were not included in the computation of
diluted loss per share because the effect would be anti-dilutive to the net loss
per share for the period.

Fair value of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivables, accounts
payable, and accrued expenses approximate their fair value due to their
short-term maturities.

Change in fiscal year-end

On or about September 30, 2000 the Company decided to change its fiscal year
from December 31 to September 30.

                                      F-10

<PAGE>

                        BBC GRAPHICS OF PALM BEACH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable are reported at net realizable value. The Company has
established an allowance for doubtful accounts based upon factors pertaining to
the credit risk of specific customers, historical trends, and other information.
Delinquent accounts are written-off when it is determined that the amounts are
uncollectible. At September 30, 2002, a provision for doubtful accounts was not
considered necessary.

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable at September 30, 2002 consist primarily of the salary payable
to the president of the Company.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment, which are reflected at cost, consist of the following at
September 30, 2002:

                                                            September 30,
                                                                 2002
                                                         ---------------------
         Furniture and fixtures                                 $2,040
         Computer Equipment                                     60,557
         Printing machinery and equipment                       52,722
                                                         ---------------------
            Total property and equipment                       115,319
            Less: accumulated depreciation                     114,317
                                                         ---------------------

            Property and equipment, net                         $1,002
                                                         =====================

Depreciation and amortization expense for the year ended September 30, 2002 and
the year ended September 30, 2001 were $4,497 and $19,857, respectively.

                                      F-11

<PAGE>

                        BBC GRAPHICS OF PALM BEACH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002

NOTE 6 - LEASE COMMITMENTS

The Company leases its facility under an operating lease with a term of three
years, payable in monthly installments. Total lease expense for the year ended
September 30, 2002 and the year ended September 30, 2001 were $12,465 and
$11,724, respectively. The minimum annual payment under commitment for the
fiscal year 2003 is $12,624.

At September 30, 2002, the future minimum lease payments under capital leases
are as follows:

          Year Ending September 30, 2002                   Capital Leases
---------------------------------------------------     ----------------------

Total minimum lease payments                                   $ 5,655
Less: amount representing interest                                (441)
                                                        ----------------------

Present value of net minimum lease payments                     5,214
Less: current maturities                                       (5,214)
                                                        ----------------------
        Total long-term obligation                               $ -
                                                        ======================


NOTE 7 - RELATED PARTY TRANSACTIONS

Due from shareholder consists of a non-interest bearing demand note arising from
monies advanced by the Company on the shareholder's behalf. During the year
ended September 30, 2001 the Company advanced the shareholder $11,885 and the
shareholder paid the Company back $20,000. As of September 30, 2002 the
shareholder did not owe the Company any monies.

                                      F-12

<PAGE>

                        BBC GRAPHICS OF PALM BEACH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002

NOTE 8 - PRIVATE PLACEMENT OFFERINGS

Between October 2000 and November 2000, the Company issued 1,500,000 shares of
its common stock, generating proceeds of $30,000.

In February 2001, the Company issued 476,000 shares of its common stock,
generating proceeds of $59,500. In connection with this issuance of common
stock, the Company issued 1,428,000 warrants to the participating shareholders.
The warrants are exercisable at a price ranging from $1.00 to $3.00. The
warrants expire on October 15, 2005.

During February 2001, the Company amended its articles of incorporation. As a
result of the amendment, the maximum number of shares that the Company shall be
authorized to issue and have outstanding at any one time shall be 103,000,000
shares consisting of 100,000,000 shares of common stock, par value $0.001 per
share, and 3,000,000 shares of preferred stock, par value $0.001 per share.

NOTE 9 - WARRANTS

In February 2001, the Company issued warrants in connection with a private
placement offering. The warrants are exercisable for up to 1,428,000 shares of
common stock at a weighted average exercise price of $2.00 per share and expire
on October 15, 2005. There are 1,428,000 warrants exercisable as of
September 30, 2002.

A summary of the activity during fiscal 2002 and 2001 of the Company's warrants
is presented below:

                                                                Weighted
                                                                 Average
                                           Warrants          Exercise Price
                                       -----------------    ------------------
Outstanding at October 1, 2000                -                    $-
                                                                    -

Granted                                       -                     -
Exercised                                     -                     -
Expired or cancelled                          -                     -
                                       -----------------    ------------------
Outstanding at September 30, 2001             -                     -

Granted                                   1,428,000               2.00
Exercised                                     -                     -
Expired or cancelled                          -                     -
                                       -----------------    ------------------
Outstanding at September 30, 2002         1,428,000               $2.00
                                       =================    ==================

Exercisable at September 30, 2001             -                     -
Exercisable at September 30, 2002         1,428,000               $2.00
                                       =================    ==================

                                      F-13

<PAGE>

                        BBC GRAPHICS OF PALM BEACH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002

NOTE 9 - WARRANTS-(continued)

The weighted average remaining contractual life and weighted average exercise
price of warrants outstanding at September 30, 2002, for selected exercise price
ranges, is as follows:

Warrants:
<TABLE>
<CAPTION>

--------------------------- ---------------------- ----------------------- ---------------------
                                                      Weighted average
Range of exercise prices      Number of warrants    remaining contractual    Weighted average
                                                             life             Exercise price
--------------------------- ---------------------- ----------------------- ---------------------
<S>         <C>                     <C>                   <C>                     <C>
            $1.00                   476,000               3.7 years               $1.00
--------------------------- ---------------------- ----------------------- ---------------------
            $2.00                   476,000               3.7 years               $2.00
--------------------------- ---------------------- ----------------------- ---------------------
            $3.00                   476,000               3.7 years               $3.00
--------------------------- ---------------------- ----------------------- ---------------------

</TABLE>

NOTE 10 -STOCK SPLITS

The Company's board of directors declared the following split of the Company's
common stock:

             December 22, 2000                    50,000 for 1

The basic and diluted earnings per share have been adjusted retroactively to
give effect to this stock spilt.

NOTE 11 - STOCK OPTION PLAN

Under the Company's stock option plan,  adopted March 1, 2001,  1,000,000 shares
of common stock were reserved for issuance  upon exercise of options  granted to
directors,  officers and employees of the Company.  The Company is authorized to
issue Incentive Stock Options  ("ISOs"),  which meet the requirements of Section
42 of the Internal  Revenue Code of 1986.  At it's  discretion,  the Company can
also issue Non Statutory Options ("NSOs").  When an ISO is granted, the exercise
price shall be equal to the fair market  value per share of the common  stock on
the date of the grant.  The exercise  price of a NSO shall not be less than fair
market value of one share of the common stock on the date the option is granted.
The vesting period will be determined on the date of grant.  As of September 30,
2002, no options had been granted.

NOTE 12 - IMPUTED COMPENSATION

The Company recorded officer compensation expense imputed at $20,000 for the
year ended September 30, 2001 and $0 for the year ended September 30, 2002.

                                      F-14

<PAGE>

                        BBC GRAPHICS OF PALM BEACH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002

NOTE 13 - INCOME TAXES

The Company's evaluation of the tax benefit of its net operating loss carry
forward is presented in the following table.

The federal statutory tax rate reconciled to the effective tax rate during
fiscal 2002 and 2001 is as follows:

                                                      2002            2001
                                                    --------        --------
          Tax at U.S Statutory Rate:                 35.0%           35.0%
          State tax rate, net of federal benefits     3.6             3.6
          Change in valuation allowance             (38.6)          (38.6)
                                                    --------        --------
           Effective tax rate                         0.0%            0.0%
                                                    ========        ========


                                                                  September 30,
                                                                      2002
                                                              -----------------
Deferred tax asset:
  Tax benefit of net operating loss carry forward                 $ 29,000

Valuation allowance:                                               (29,000)
                                                              -----------------
Net deferred taxes ..............................                 $      -
                                                              =================

As of September 30, 2002, the Company had an unused net operating loss carry
forward of approximately $74,000 available for use on its future corporate
federal tax returns. However, effective with its fiscal year 2006, and due to
the discontinuation of its graphic design business and a change in control, the
likelihood that the Company will be able to use its existing net operating
losses to offset future taxable income is remote.

At the time the Company changed its status from an S Corporation to a C
Corporation, the deficit accumulated of $73,397 was reclassified from
accumulated deficit to additional paid-in capital.

                                      F-15

<PAGE>

                        BBC GRAPHICS OF PALM BEACH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002

NOTE 14 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has experienced
substantial losses from operations since its inception as well as negative cash
flows from operations. These matters raise substantial doubt about the Company's
ability to continue as a going concern. The Company's ability to continue in
existence as a going concern is after discontinuation of its graphics design
business is dependent upon its ability to obtain equity or debt financing.
Management is unable to determine whether it will be successful in obtaining
such equity or debt financing.

NOTE 15 - SUBSEQUENT EVENTS

In April 2006, the Company discontinued operations associated with the graphic
design business that was organized in 1999. The Company's current plan of
operations consists of acquiring an operating business. The Company has not
identified a target acquisition yet. The Company's current plan of business is
to seek merger or acquisition opportunities.

During May 2006, the Company issued 22,524,000 shares of common stock for
$40,000.

During July 2006, the Company issued 30,500,000 shares of common stock to its
officers and consultants for services rendered.

Effective with its fiscal year 2006, and due to the discontinuation of its
graphic design business and a change in control, the likelihood that the Company
will be able to use its existing net operating losses to offset future taxable
income is remote.

                                      F-16

<PAGE>
                                   SIGNATURES


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

                                  BBC GRAPHICS OF PALM BEACH, INC.


     Date:    December 22, 2006   /s/ Robert Druzak
                                  ---------------------------------------------
                                  Robert Druzak
                                  Chief Executive Officer and Chief
                                  Financial Officer
                                 (principal financial officer and principal
                                  accounting 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
on the date indicated.

         Signature                      Title                       Date



     /s/ Robert Druzak         Chief Executive Officer,       December 22, 2006
         Robert Druzak         Chief Financial Officer and
                               Director