SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

              ____________________________________________________

                                   FORM 10-KSB
(Mark  One)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934  FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  2004.

[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13 or 15(d) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934  FOR  THE  TRANSITION  PERIOD  FROM

                          COMMISSION FILE NO.  0-32333

                             WINSTED HOLDINGS, INC.
               (Exact name of issuer as specified in its charter)

                  FLORIDA                                  65-0972865
       (State or other jurisdiction                     (I.R.S. Employer
     of incorporation or organization)                 Identification No.)

       5000 BIRCH STREET, SUITE 3000                         92660
         NEWPORT BEACH, CALIFORNIA
 (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (949) 476-3711

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

Securities registered under Section 12(g)
      of the Exchange Act:                  COMMON STOCK, NO PAR VALUE PER SHARE
                                                      (Title of class)


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  twelve  months  (or  such  shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes [X] No [ ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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. [ ]

     State issuer's revenues for its most recent fiscal year: $23,691.

     State 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 last sold, or the average bid and asked price of such common equity,
as of March 18, 2005: $113,751.

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes of common stock as of April 1, 2005: 208,623,538.

     Documents incorporated by reference:  None.

     Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


<PAGE>
<TABLE>
<CAPTION>
                                                       TABLE OF CONTENTS
<S>         <C>                                                                                                                <C>
Item 1.     Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Item 2.     Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Item 3.     Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Item 4.     Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Item 5.     Market for Common Equity and Related Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
Item 6.     Management's Discussion and Analysis or Plan of Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
Item 7.     Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
Item 8.     Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. . . . . . . . . . . . . . .  16
Item 8A.    Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
Item 8B     Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
Item 9.     Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act .  17
Item 10.    Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
Item 11.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. . . . . . . . . .  19
Item 12.    Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
Item 13.    Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
Item 14.    Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
</TABLE>


<PAGE>
                                     PART I

ITEM  1.     BUSINESS.

     Statements  in  this  Form  10-KSB  Annual  Report  may be "forward-looking
statements."  Forward-looking  statements  include,  but  are  not  limited  to,
statements  that  express  our  intentions,  beliefs,  expectations, strategies,
predictions  or  any other statements relating to our future activities or other
future events or conditions. These statements are based on current expectations,
estimates and projections about our business based, in part, on assumptions made
by our management. These statements are not guarantees of future performance and
involve  risks,  uncertainties  and  assumptions  that are difficult to predict.
Therefore, actual outcomes and results may, and probably will, differ materially
from  what  is  expressed or forecasted in the forward-looking statements due to
numerous factors, including those described above and those risks discussed from
time  to  time  in this Form 10-KSB Annual Report, including the risks described
under  "Risk  Factors"  and  "Management's  Discussion and Analysis of Financial
Condition  and  Results of Operations" and in other documents which we file with
the Securities and Exchange Commission.

     In  addition,  such statements could be affected by risks and uncertainties
related to our financial condition, factors that affect our industry, market and
customer  acceptance,  competition,  government regulations and requirements and
pricing, as well as general industry and market conditions and growth rates, and
general economic conditions. Any forward-looking statements speak only as of the
date  on  which  they are made, and we do not undertake any obligation to update
any  forward-looking statement to reflect events or circumstances after the date
of this Form 10- KSB Annual Report.

COMPANY  OVERVIEW

     On  December 30, 2003, we entered into an Asset Purchase Agreement with C2C
Exchange,  Inc., a California corporation ("C2C") pursuant to which we purchased
substantially  all  of  the  assets  of  C2C  all of which were related to C2C's
business of website design, hosting and e-commerce. The total consideration paid
by us in connection with the acquisition of C2C consisted of 5,000,000 shares of
our unregistered, restricted Series A Preferred Stock.

     Also on December 30, 2003, we entered into an Asset Purchase Agreement with
Universal  Broadband Communications, Inc. ("UBC") pursuant to which we purchased
certain  assets  of UBC all of which were related to UBC's business of voice and
data  services.  The  total  consideration  paid  by  us  in connection with the
acquisition of UBC consisted of 6,000,000 shares of our unregistered, restricted
Series A Preferred Stock.

     On  April  30,  2004,  we  acquired  the  assets  of  Site  Doctors, ("Site
Doctors"), all of which were related to Site Doctors' business of web design and
hosting.  We have since abandoned our plans to pursue internet-related business.


     Effective  November 22, 2004, we became a "business development company" by
filing  a  Form N-54 with the Securities and Exchange Commission and electing to
be  governed by sections 54 through 65 of the Investment Company Act of 1940. We
will  continue  to be subject to the periodic reporting requirements of the 1934
Act  and  the proxy solicitation requirements of Section 14 of the 1934 Act. Our
management personnel will continue to report trading in our stock.

     Effective December 6, 2004, we entered into a stock purchase agreement with
Medspa  Solutions,  Inc., a Nevada corporation ("Medspa Solutions"), to purchase
all  of  the  issued  and  outstanding capital stock of Medspa. Medspa is in the
business of skincare services. The total consideration paid by us for the shares
of  Medspa  consisted of 10,000,000 shares of our common stock, no par value per
share.  The  10,000,000  shares  of  our  common  stock


                                        1
<PAGE>
were  automatically  converted  into  1,000,000 shares of our Series B preferred
stock, no par value per share, upon the filing of the certificate of designation
for  the  Series  B  preferred  stock  with the Secretary of State of Florida on
January 12, 2005.

     As  a  result  of the Acquisition, Medspa Solutions became our wholly-owned
subsidiary.

     MedSpa Solutions is in the business of providing high-quality skin care and
non-surgical  cosmetic  procedures  in  a spa-like environment. MedSpa Solutions
offers  procedures  such  as  Botox,  Laser Hair Removal, IPL-Skin Rejuvenation,
Microdermabrasion,  Chemical  Peels,  Collagen,  and  Leg  Vein  Treatment. More
information  is  available  at  www.medspasolutions.com/index.html.  With  the
                                ----------------------------------
completion  of  the MedSpa Solutions Acquisition, we plan to enter the market of
aesthetic  skin  care  treatments.

CURRENT  BUSINESS  PLAN

     Our  current  purpose  is  to  seek, investigate and, if such investigation
warrants,  acquire  an  interest  in  business  opportunities presented to us by
persons  or  firms  who  or  which  desire to seek the perceived advantages of a
corporation  which  is  registered under the Securities Exchange Act of 1934, as
amended.  We  do  not  restrict our search to any specific business; industry or
geographical  location and we may participate in a business venture of virtually
any kind or nature.

     We  may  seek  a  business  opportunity  with  entities which have recently
commenced  operations,  or which wish to utilize the public marketplace in order
to  raise additional capital in order to expand into new products or markets, to
develop a new product or service or for other corporate purposes. We may acquire
assets  and establish wholly owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.

     As  part  of our investigation of potential merger candidates, our officers
and  directors will meet personally with management and key personnel, may visit
and  inspect material facilities, obtain independent analysis or verification of
certain  information  provided, check references of management and key personnel
and take other reasonable investigative measures, to the extent of our financial
resources  and  management  expertise.  The manner in which we participate in an
opportunity  will  depend on the nature of the opportunity, the respective needs
and  desires  of  us  and  other parties, the management of the opportunity, our
relative negotiation strength and that of the other management.

     We  intend  to  concentrate on identifying preliminary prospective business
opportunities  that may be brought to our attention through present associations
of  our officers and directors, or by our shareholders. In analyzing prospective
business  opportunities,  we  will  consider  such  matters  as  the  available
technical,  financial  and  managerial  resources;  working  capital  and  other
financial requirements; history of operations, if any; prospects for the future;
nature  of  present  and  expected  competition;  the  quality and experience of
management services which may be available and the depth of that management; the
potential  for  further  research,  development  or  exploration;  specific risk
factors  not  now  foreseeable  but  which then may be anticipated to impact our
proposed  activities;  the  potential for growth or expansion; the potential for
profit;  the perceived public recognition or acceptance of products, services or
trades; name identification; and other relevant factors.

     Our  officers  and  directors  will meet personally with management and key
personnel  of  the  business opportunity as part of their investigation. We will
not  acquire  or  merge  with any company for which audited financial statements
cannot  be  obtained  within  a  reasonable  period of time after closing of the
proposed transaction, as required by the Exchange Act.

     We  will  not  restrict  our  search to any specific kind of firms, but may
acquire  a  venture  which  is in its preliminary or development stage, which is
already  in  operation,  or  which  is in essentially any stage of its corporate
life.  It  is  impossible  to predict at this time the status of any business in
which we may become engaged, in that such


                                        2
<PAGE>
business  may  need  to  seek  additional capital, may desire to have its shares
publicly traded or may seek other perceived advantages which we may offer.

REVERSE SPLITS

     During  the twelve months ended December 31, 2003, we implemented a reverse
stock split on the basis of one post-split share for every 250 pre-split shares.
During  the  twelve  months  ended December 31, 2004, we implemented two reverse
stock  splits  as  follows:  one  split on the basis of one post-split share for
every  250  pre-split  shares and one split on the basis of one post-split share
for  every 1,000 pre-split shares. In March 2005, we implemented a reverse split
stock on the basis of one post-split share for every 1,000 pre-split shares.

     All share and per share amounts presented in our financial statements which
are  part  of this Annual Report on Form 10-KSB have been restated retroactively
to  reflect  the  reverse splits as of March 5, 2005. However, all share and per
share amounts have not been restated retroactively to reflect the reverse splits
in the narrative portion of this Annual Report on Form 10-KSB. Consequently, the
retroactive  restatement  may  cause  some  apparent inconsistencies between the
narrative  portion  of  this  Annual Report on Form 10-KSB and our other filings
with  the  Securities  and  Exchange  Commission  on one hand, and the financial
statements  and  accompanying  notes  forming part of this Annual Report on Form
10-KSB  on  the  other  hand.

KEY  PERSONNEL

     Our  future financial success depends to a large degree upon the efforts of
Mr.  Mark  Ellis,  our officer and director. Mr. Ellis has played major roles in
developing and executing our business strategy. The loss of Mr. Ellis could have
an  adverse  effect  on  our business and our chances for profitable operations.
While we intend to employ additional management and marketing personnel in order
to  minimize  the  critical  dependency  upon  any  one  person, there can be no
assurance  that  we  will  be successful in attracting and retaining the persons
needed.  If  we do not succeed in retaining and motivating our current employees
and  attracting  new  high  quality  employees,  our business could be adversely
affected. We do not maintain key man life insurance on the life of Mr. Ellis.

OUR FINANCIAL RESULTS MAY BE AFFECTED BY FACTORS OUTSIDE OF OUR CONTROL

     Our future operating results may vary significantly from quarter to quarter
due  to  a  variety  of  factors,  many  of  which  are outside our control. Our
anticipated  expense  levels  are  based,  in  part,  on our estimates of future
revenues  and may vary from our projections. We may be unable to adjust spending
rapidly enough to compensate for any unexpected revenues shortfall. Accordingly,
any  significant  shortfall  in revenues in relation to our planned expenditures
would materially adversely affect our business, operating results, and financial
condition.

     We  cannot  predict  with  certainty  our  revenues  and operating results.
Further,  we  believe that period-to-period comparisons of our operating results
are not necessarily a meaningful indication of future performance.

CORPORATE  OFFICES

     Our  executive  office is located at 5000 Birch Street, Suite 3000, Newport
Beach,  California  92660,  telephone  number  (949)  476-3711.

Changes in Our Corporate Structure

     On  July  11, 2003, we filed an amendment to our articles of incorporation,
which  increased  our  authorized  stock  to  2,000,000,000  common  shares  and
200,000,000  preferred  shares. Effective March 4, 2005, we amended our articles
of incorporation to increase our authorized stock to 5,000,000,000 common shares
and  500,000,000  preferred  shares.

     Effective  August  17,  2003,  we  implemented a 1-250 reverse split of our
issued and outstanding common stock. Effective August 17, 2004, we implemented a
1-250  reverse  split  of  our  issued  and  outstanding common stock. Effective
December  1,  2004,  we  implemented  a  1-1,000 reverse split of our issued and
outstanding  common  stock.

     On  October  28, 2003 we filed a certificate of designation of our Series A
Preferred  Stock  with the Secretary of State of Florida. 50,000,000 shares have
been  designated  as  Series  A  Preferred  Stock.  Each  share  of our Series A
Preferred Stock is convertible into 20 shares of our common stock. Each share of
our  Series A Preferred Stock is entitled to 20 votes of our common stock on all
matters submitted to a vote of our common stockholders.

     Effective  January  12, 2005, we filed a certificate of designation for the
Series  B  preferred  stock  with  the Secretary of State of Florida. 50,000,000
shares  have  been  designated  as  Series  B preferred stock. Each share of the
Series  B  preferred  stock is convertible into 10 shares of our common stock On
all  matters  submitted to a vote of the holders of the common stock, including,
without  limitation, the election of directors, a holder of shares of the Series
B preferred stock shall be entitled to the number of votes on such matters equal
to  the  number  of  shares  of the Series B preferred stock held by such holder
multiplied  by  the  number of shares of the common stock each such share of the
Series B preferred stock shall then be convertible.


                                        3
<PAGE>
     Effective March 7, 2005, we changed our name to "Winsted Holdings, Inc" and
implemented a 1-1,000 reverse split of our issued and outstanding common shares.
In  addition,  we  have signed a Letter of Intent to merge with Nu Image MedSpa,
Inc.

OUR  ORGANIZATION

     During  2001  and  2002  the  Company  marketed  and  distributed
telecommunications  and  internet  services and products. Our efforts to develop
the  business failed, and as of December 31, 2002 all of our previous operations
ceased,  and  we  entered  into  an  Agreement  with  Jim Lane, the president of
SBSI/Cyberspeedway  releasing  all  assets  of SBSI/Cyberspeedway to Jim Lane in
exchange  for  past  wages  and  expenses  owed  to  Mr.  Lane.

     On  February 24, 2003, we entered into a share purchase agreement with Mark
Ellis  and  Jeffrey Black providing for the purchase by Mr. Ellis from Mr. Black
of  271,000,000  shares  of our common stock, no par value, for a total purchase
price  of  $20,000. As a result of this transaction, Mr. Ellis acquired at 71.99
percent beneficial ownership in us. On February 27, 2003, Mark Ellis was elected
as  our  chief executive officer and sole director. Simultaneous with Mr. Ellis'
election as our officer and director, Jeffrey Black and Jonathan Miller resigned
an our officers and directors.

     We are looking to merge or acquire an interest in business opportunities.

     Effective  with  the  change in control of the Company, our activities have
focused on:

-    Maintaining  our  registration  status  and  filing  the  required  reports
     under the Securities Exchange of 1934; and

-    From  January  1,  2003  through  December  31,  2004,  filing  nine
     registration  statements  on SEC Forms S-8 under the Securities Act of 1933
     and receiving the aggregate proceeds of $2,370,212 from the registrations.

     Effective November 22, 2004, we became a "business development company," as
described more fully in "Company Overview," supra.

EMPLOYEES

     We  have four full-time employees and three part-time employees as of March
31,  2005.  As  we grow, we will need to attract an unknown number of additional
qualified  employees. Although we have experienced no work stoppages and believe
our  relationships  with  our  employees  are  good, we could be unsuccessful in
attracting and retaining the persons needed. None of our employees are currently
represented  by  a  labor  union.  We expect to have a ready source of available
labor to support our growth.


                                        4
<PAGE>
MARKETS  AND  MARKETING

     We  market  our  products  by  means of advertisements in local newspapers,
radio, and trade shows. We also utilize direct mail campaigns.

RISK  FACTORS

NEED  FOR  ONGOING  FINANCING.

     We  will  need  additional  capital  to  continue  our  operations and will
endeavor  to  raise  funds  through  the sale of equity shares and revenues from
operations.

     There can be no assurance that we will generate revenues from operations or
obtain sufficient capital on acceptable terms, if at all. Failure to obtain such
capital  or generate such operating revenues would have an adverse impact on our
financial  position and results of operations and ability to continue as a going
concern.  Our operating and capital requirements during the next fiscal year and
thereafter  will vary based on a number of factors, including the level of sales
and  marketing  activities  for  our  services  and  products.  There  can be no
assurance  that additional private or public financing, including debt or equity
financing,  will be available as needed, or, if available, on terms favorable to
us.  Any  additional  equity  financing may be dilutive to stockholders and such
additional equity securities may have rights, preferences or privileges that are
senior to those of our existing common stock.

     Furthermore, debt financing, if available, will require payment of interest
and  may  involve  restrictive  covenants  that  could impose limitations on our
operating  flexibility.  Our  failure  to  successfully obtain additional future
funding may jeopardize our ability to continue our business and operations.

     If  we  raise  additional  funds  by  issuing  equity  securities, existing
stockholders  may  experience  a  dilution in their ownership. In addition, as a
condition to giving additional funds to us, future investors may demand, and may
be granted, rights superior to those of existing stockholders.

BUSINESS  CONCENTRATION.

     While  we consider our relationships with our customers to be satisfactory,
given  the  concentration  of  our  sales  to a few key customers, our continued
relationships  may be subject to the policies and practices of the customers. We
continue  to  concentrate our efforts on expanding our customer base in order to
reduce our reliance on our current customers.

INFLATION.

     In  our  opinion,  inflation has not had a material effect on our financial
condition or results of our operations.

TRENDS,  RISKS  AND  UNCERTAINTIES.

     We have sought to identify what we believe to be the most significant risks
to  our  business, but we cannot predict whether, or to what extent, any of such
risks  may be realized nor can we guarantee that we have identified all possible
risks  that  might  arise.  Investors should carefully consider all of such risk
factors before making an investment decision with respect to our common stock.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS.

     We  provide the following cautionary discussion of risks, uncertainties and
possible inaccurate assumptions relevant to our business and our products. These
are  factors  that  we think could cause our actual results to differ materially
from  expected  results. Other factors besides those listed here could adversely
affect us.


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<PAGE>
POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.

     Our  quarterly  operating results may fluctuate significantly in the future
as  a  result  of  a  variety of factors, most of which are outside our control,
including the demand for our services, seasonal trends in purchasing, the amount
and  timing of capital expenditures; price competition or pricing changes in the
industry;  technical  difficulties  or  system  downtime;  general  economic
conditions,  and  economic  conditions  specific  to our industry. Our quarterly
results  may  also  be  significantly  impacted  by the impact of the accounting
treatment of acquisitions, financing transactions or other matters. Particularly
at  our early stage of development, occurrences such as accounting treatment can
have  a  material  impact  on  the results for any quarter. Due to the foregoing
factors,  among  others, it is likely that our operating results will fall below
our  expectations  or  those  of  investors  in  some  future  quarter.

LACK  OF  INDEPENDENT  DIRECTORS.

     We  cannot  guarantee  that  our board of directors will have a majority of
independent directors in the future. In the absence of a majority of independent
directors,  our  executive  officers,  could  establish  policies and enter into
transactions without independent review and approval thereof. This could present
the  potential  for  a  conflict  of  interest  between  us and our stockholders
generally and the controlling officers, stockholders or directors.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Our  officers  and  directors  are required to exercise good faith and high
integrity  in  our  management  affairs.  Our articles of incorporation provide,
however,  that  our  officers  and  directors  shall  have  no  liability to our
stockholders  for  losses sustained or liabilities incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly  violated  the law, approved an improper dividend or stock repurchase,
or  derived  an  improper  benefit from the transaction. Our articles and bylaws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate  our  business  or  conduct  the  internal  affairs,  provided  that  in
connection  with  these  activities  they act in good faith and in a manner that
they  reasonably  believe  to  be in, or not opposed to, our best interests, and
their  conduct  does  not  constitute  gross negligence, misconduct or breach of
fiduciary obligations.

MANAGEMENT  OF  POTENTIAL  GROWTH.

     We may experience rapid growth which will place a significant strain on our
managerial,  operational,  and  financial  systems resources. To accommodate our
current  size  and  manage growth, we must continue to implement and improve our
financial strength and our operational systems, and expand, train and manage our
sales  and  distribution  base.  There  is  no guarantee that we will be able to
effectively  manage  the  expansion  of  our operations, or that our facilities,
systems,  procedures  or  controls  will  be  adequate  to  support our expanded
operations.  Our  inability to effectively manage our future growth would have a
material adverse effect on us.

WE  PAY  NO  DIVIDENDS.

     We  have  never  declared  nor paid cash dividends on our capital stock. We
currently  intend  to retain any earnings for funding growth however these plans
may change depending upon capital raising requirements.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

     We  believe  that  we  do  not  have  any  material exposure to interest or
commodity  risks.  Our  financial  results  are quantified in U.S. dollars and a
majority  of our obligations and expenditures with respect to our operations are
incurred  in  U.S.  dollars.  Although  we  do not believe we currently have any
materially  significant  market  risks relating to our operations resulting from
foreign  exchange  rates,  if  we  enter  into  financing  or  other  business
arrangements  denominated in currency other than the U.S. dollars, variations in
the  exchange rate may give rise to foreign exchange gains or losses that may be
significant.


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<PAGE>
     We  currently  have  no  material long-term debt obligations. We do not use
financial  instruments  for  trading  purposes  and  we  are  not a party to any
leverage derivatives.

RISKS RELATING TO OUR BUSINESS

WE  ARE NOT LIKELY TO SUCCEED UNLESS WE CAN OVERCOME THE MANY OBSTACLES WE FACE.

     As  an  investor,  you  should  be  aware  of  the difficulties, delays and
expenses  we  encounter,  many  of  which  are  beyond  our  control,  including
unanticipated  market  trends, employment costs, and administrative expenses. We
cannot  assure  our  investors  that our proposed business plans as described in
this  report  will materialize or prove successful, or that we will ever be able
to finalize development of our products or services or operate profitably. If we
cannot operate profitably, you could lose your entire investment. As a result of
the nature of our business, initially we expect to sustain substantial operating
expenses without generating significant revenues.

OUR AUDITORS HAVE STATED WE MAY NOT BE ABLE TO STAY IN BUSINESS.

     Our auditors have issued a going concern opinion, which means that there is
doubt that we can continue as an ongoing business for the next 12 months. Unless
we  can  raise  additional capital, we may not be able to achieve our objectives
and  may  have  to suspend or cease operations. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

OUR ACQUISITION STRATEGY INVOLVES A NUMBER OF RISKS.

     We  intend  to  pursue  growth  through  the  opportunistic  acquisition of
companies  or  assets that will enable us to expand our service lines to provide
more  cost-effective  customer  solutions.  We  routinely  review  potential
acquisitions.  This  strategy  involves certain risks, including difficulties in
the  integration  of  operations  and systems, the diversion of our management's
attention  from other business concerns, and the potential loss of key employees
of  acquired  companies.  We  may  not  be  able to successfully acquire, and/or
integrate  acquired  businesses  into  our  operations.

RISKS  RELATING  TO  OUR  STOCK

WE  MAY  NEED  TO RAISE ADDITIONAL CAPITAL.  IF WE ARE UNABLE TO RAISE NECESSARY
ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL OR OUR OPERATING RESULTS AND OUR STOCK
PRICE  MAY  BE  MATERIALLY  ADVERSELY  AFFECTED.

     Due  to  the  lack  of  revenue  and  expenses,  we need to secure adequate
funding.  If  we  are  unable  to obtain adequate funding, we may not be able to
successfully  develop and market our products and services and our business will
most likely fail. We do not have commitments for additional financing. To secure
additional financing, we may need to borrow money or sell more securities, which
may  reduce  the value of our outstanding securities. Under these circumstances,
we may be unable to secure additional financing on favorable terms or at all.

     Selling  additional  stock,  either privately or publicly, would dilute the
equity  interests  of our stockholders. If we borrow more money, we will have to
pay interest and may also have to agree to restrictions that limit our operating
flexibility.  If  we  are  unable  to  obtain adequate financing, we may have to
curtail  business  operations  which  would  have  a material negative effect on
operating results and most likely result in a lower stock price.

OUR STOCK PLANS

     In  the  course  of its review of registrant's financial statements for the
nine  months  period ended September 30, 2003, our former auditor, Stark Winter,
was  unable to determine whether all issuances of common stock by us pursuant to
S-8  registration  statements  complied  with all applicable securities laws and
regulations.  In  addition,  Stark  Winter was not satisfied that the receipt of
approximately  $253,000 of the proceeds received from the exercise of options to
purchase  stock  registered  on  Form  S-8  by  our  officer did not violate the
Sarbanes-Oxley  Act.

OUR  COMMON  STOCK HAS EXPERIENCED IN THE PAST, AND IS EXPECTED TO EXPERIENCE IN
THE  FUTURE,  SIGNIFICANT  PRICE  AND  VOLUME  VOLATILITY,  WHICH  SUBSTANTIALLY
INCREASES  THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE
PRICE  THAT  YOU  PAY  FOR  THE  SHARES.

     Because  of the limited trading market for our common stock, and because of
the possible price volatility, you may not be able to sell your shares of common
stock  when you desire to do so. During 2003 and 2004, our common stock was sold
and purchased at prices that ranged from a high of $0.18 to a low of $0.0009 per
share.  The  inability  to  sell  your  shares in a rapidly declining market may
substantially increase your risk of loss because of such illiquidity because the
price  for  our  common  stock  may  suffer  greater  declines  due to its price
volatility.


                                        7
<PAGE>
     The  price  of  our common stock that will prevail in the market after this
offering may be higher or lower than the price you pay. Certain factors, some of
which  are  beyond  our  control,  that  may  cause our share price to fluctuate
significantly include, but are not limited to, the following:

-    Variations in our quarterly operating results;

-    The  development  of  a  market  in  general  for  our  products  and
     services;

-    Changes in market valuations of similar companies;

-    Announcement  by  us  or  our  competitors  of  significant  contracts,
     acquisitions,  strategic  partnerships,  joint  ventures  or  capital
     commitments;

-    Loss  of  a  major  customer  or  failure  to  complete  significant
     transactions;

-    Additions or departures of key personnel; and

-    Fluctuations in stock market price and volume.

     Additionally,  in  recent  years  the  stock market in general, and the OTC
Bulletin  Board  and  technology  stocks in particular, have experienced extreme
price  and  volume fluctuations. In some cases, these fluctuations are unrelated
or  disproportionate  to  the  operating  performance of the underlying company.
These  market and industry factors may materially and adversely affect our stock
price, regardless of our operating performance.

     Over  the past few months, there have been periods of significant increases
in  trading  volume  of our common stock during which the price of our stock has
both  increased and decreased. The historical trading of our common stock is not
necessarily  an  indicator  of  how  it will trade in the future and our trading
price  as  of  the  date  of  this  report does not necessarily portend what the
trading price of our common stock might be in the future.

     In  the  past,  class  action  litigation  has  often  been brought against
companies  following  periods  of  volatility  in the market price of the common
stock  of  those  companies. If we become involved in this type of litigation in
the  future,  it  could  result in substantial costs and diversion of management
attention  and  resources,  which  could  have a further negative effect on your
investment in our stock.

OUR  DIRECTORS  HAVE  THE RIGHT TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK AND
ADDITIONAL  SHARES  OF  OUR  COMMON  STOCK.

     Our  directors,  within  the  limitations and restrictions contained in our
articles  of  incorporation and without further action by our stockholders, have
the  authority  to  issue  shares of preferred stock from time to time in one or
more  series and to fix the number of shares and the relative rights, conversion
rights,  voting rights, and terms of redemption, liquidation preferences and any
other preferences, special rights and qualifications of any such series. We have
no  intention  of  issuing  preferred stock at the present time. Any issuance of
preferred  stock  could  adversely  affect  the  rights of holders of our common
stock.

     Should we issue additional shares of our common stock at a later time, each
investor's  ownership interest in Winsted Holdings, Inc. would be proportionally
reduced. No investor will have any preemptive right to acquire additional shares
of our common stock, or any of our other securities.


                                        8
<PAGE>
IF  WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM  THE  OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO
SELL  OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN
THE  SECONDARY  MARKET.

     Companies  trading  on  the  OTC  Bulletin Board, such as Winsted Holdings,
Inc.,  must be reporting issuers under Section 12 of the Securities Exchange Act
of  1934,  as amended (the "Exchange Act"), and must be current in their reports
under  Section  13,  in  order to maintain price quotation privileges on the OTC
Bulletin  Board.  If we fail to remain current on our reporting requirements, we
could  be removed from the OTC Bulletin Board. As a result, the market liquidity
for  our securities could be severely adversely affected by limiting the ability
of broker-dealers to sell our securities and the ability of stockholders to sell
their securities in the secondary market.

OUR  COMMON  STOCK  IS  SUBJECT  TO  THE  "PENNY STOCK" RULES OF THE SEC AND THE
TRADING  MARKET  IN  OUR  SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

     The  Securities  and  Exchange  Commission  has  adopted  Rule  15g-9 which
establishes  the definition of a "penny stock," for the purposes relevant to us,
as  any  equity security that has a market price of less than $5.00 per share or
with  an  exercise  price  of  less  than  $5.00  per  share, subject to certain
exceptions.  Inasmuch  as  that the current bid and ask price of common stock is
less  than $5.00 per share, our shares are classified as "penny stock" under the
rules  of  the  SEC. For any transaction involving a penny stock, unless exempt,
the rules require:

-    That  a  broker  or  dealer  approve a person's account for transactions in
     penny stocks; and

-    The  broker  or  dealer  receives  from the investor a written agreement to
     the transaction, setting forth the identity and quantity of the penny stock
     to be purchased.

     In  order  to  approve a person's account for transactions in penny stocks,
the broker or dealer must:

-    Obtain  financial  information  and  investment  experience  objectives  of
     the person; and

-    Make  a  reasonable  determination  that  the  transactions in penny stocks
     are  suitable  for  that person and the person has sufficient knowledge and
     experience  in  financial  matters to be capable of evaluating the risks of
     transactions in penny stocks.

     The broker or dealer must also deliver, prior to any transaction in a penny
stock,  a disclosure schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

-    Sets  forth  the  basis  on  which  the  broker  or  dealer  made  the
     suitability determination; and

-    That  the  broker  or  dealer  received  a  signed,  written agreement from
     the investor prior to the transaction.

     Generally,  brokers  may  be  less  willing  to  execute  transactions  in
securities  subject  to the "penny stock" rules. This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value of our stock.

     Disclosure also has to be made about the risks of investing in penny stocks
in  both  public  offerings  and  in secondary trading and about the commissions
payable  to  both  the  broker-dealer and the registered representative, current
quotations  for  the  securities  and  the  rights  and remedies available to an
investor  in  cases  of  fraud  in  penny  stock  transactions. Finally, monthly
statements  have  to  be  sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.


                                        9
<PAGE>
ITEM 2.     DESCRIPTION  OF  PROPERTY.

     We  lease  2,300  square  feet  of office space at 5000 Birch Street, Suite
3000,  Newport Beach, California 92660. Our Birch Street lease is month to month
at  a  price  of  $2,300  per  month. We also have a three-year lease for 12,000
square feet at 5440 Trabuco Road, Irvine, California 92620 at a price of $12,000
per month.

ITEM 3.     LEGAL  PROCEEDINGS.

     We  are  not  currently  a  party  to  any legal proceedings required to be
described in response to Item 103 of Regulation S-B.

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

     On  January  20, 2005, our majority stockholder, acting by written consent,
voted to:

     1.   Approve  an  amendment  to our articles of incorporation to change our
name  from  "Indiginet,  Inc."  to  "Winsted  Holdings,  Inc.";

     2.   Approve  an amendment to our articles of incorporation to increase the
authorized  number  of  shares  of  our  common  stock  from  2,000,000,000  to
5,000,000,000  shares;

     3.   Approve  an amendment to our articles of incorporation to increase the
authorized  number  of  shares  of  our  preferred  stock  from  200,000,000  to
500,000,000  shares;

     4.   Ratify  the  November  24,  2004  conversion of Indiginet, Inc. into a
Business  Development  Corporation;  and

     5.   Approve  the  following  Indiginet,  Inc.  Stock  Plans:

          (a)  Stock  Plan  for  the  Year  2004  No. 3 adopted by our directors
               on  July 21, 2004, with 395,000,000 shares of our common stock in
               the aggregate authorized for issuance under the Plan;

          (b)  Stock  Plan  for  the  Year  2004  No. 4 adopted by our directors
               on September 1, 2004, with 150,000,000 shares of our common stock
               in the aggregate authorized for issuance under the Plan; and

          (c)  Stock  Plan  for  the  Year  2004  No. 5 adopted by our directors
               on  October 12, 2004, with 250,000,000 shares of our common stock
               in the aggregate authorized for issuance under the Plan .

     Mr.  Mark  Ellis,  our  chief  executive  officer, chief financial officer,
president  and  director, had the power to vote 780,000,000 shares of the common
stock,  which  number exceeded the majority of the issued and outstanding shares
of  the  common  stock on the record date. Mr. Ellis Mr. Ellis voted in favor of
the  proposed  amendments  to  our  articles  of  incorporation,  to  ratify the
conversion  to  a  Business  Development Corporation and for the approval of the
Stock Plans.

                                     PART II

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

     Our  common  stock  is  quoted  on  the OTC Bulletin Board under the symbol
"WNHL.OB."  These  quotations  reflect  inter-dealer  prices,  without  mark-up,
mark-down or commission, and may not represent actual transactions.


                                       10
<PAGE>
<TABLE>
<CAPTION>
CALENDAR YEAR 2003   HIGH     LOW
                    ------  -------
<S>                 <C>     <C>
First Quarter       $ 2.50  $  0.50
Second Quarter        8.75     0.25
Third Quarter         0.75    0.015
Fourth Quarter       0.072     0.01

CALENDAR YEAR 2004   High     Low
                    ------  -------
First Quarter       $ 0.01  $  0.01
Second Quarter        0.10   0.0006
Third Quarter         0.06   0.0009
Fourth Quarter        0.45   0.0006
</TABLE>

     At December 31, 2004, we had 29,311 shares of our common stock outstanding.
Our shares of common stock are held by approximately 421 stockholders of record.
The  number  of  record  holders was determined from the records of our transfer
agent  and  does  not include beneficial owners of common stock whose shares are
held  in the names of various security brokers, dealers, and registered clearing
agencies.

SECTION  15(g)  OF  THE  EXCHANGE  ACT

     The shares of our common stock are covered by Section 15(g) of the Exchange
Act,  and  Rules  15g-1  through  15g-6  promulgated  thereunder,  which  impose
additional sales practice requirements on broker-dealers who sell our securities
to persons other than established customers and accredited investors.

     Rule  15g-2  declares  unlawful  any  broker-dealer  transactions in "penny
stocks"  unless  the  broker-dealer  has  first  provided  to  the  customer  a
standardized disclosure document.

     Rule  15g-3 provides that it is unlawful for a broker-dealer to engage in a
"penny  stock"  transaction  unless  the  broker-dealer  first  discloses  and
subsequently  confirms  to  the customer the current quotation prices or similar
market  information  concerning  the  penny  stock  in  question.

     Rule  15g-4  prohibits  broker-dealers  from  completing  "penny  stock"
transactions  for  a  customer  unless  the broker-dealer first discloses to the
customer  the  amount of compensation or other remuneration received as a result
of  the  penny  stock  transaction.

     Rule  15g-5  requires  that  a  broker-dealer  executing  a  "penny  stock"
transaction,  other  than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales person's
compensation.

     Our  common stock may be subject to the foregoing rules. The application of
the  "penny  stock"  rules  may  affect  our stockholders' ability to sell their
shares  because  some  broker-dealers may not be willing to make a market in our
common  stock  because  of  the  burdens  imposed upon them by the "penny stock"
rules.

POSSIBLE  VIOLATIONS  OF  SECURITIES  LAWS

     On  April  17, May 29, June 20 and August 13 of 2003, we filed Registration
Statements  on Form S-8 with the SEC. The terms of the stock plans registered on
each  of  our  2003  Form  S-8s  included anti-dilution clauses, providing for a
change  in  the  amount of securities to be issued to prevent dilution resulting
from  stock splits, dividends, or other changes in capitalization. All four Form
S-8s  filed  during  2003  were  prepared  by  our then counsel and included its
opinion that the shares subject to the plans were validly issued, fully paid and
non-assessable.


                                       11
<PAGE>
     On  August  18, 2003, we implemented a reverse split of our common stock at
the  rate  of  250  pre-consolidation  shares  of  our common stock to every one
post-consolidation  share  of our common stock. Acting on the advice of our then
counsel,  we  then  issued  shares  under our four S-8 plans to various parties,
without  giving  effect to the anti-dilution provisions of the plans. In effect,
we issued 303,511,200 shares more under our S-8 plans than we were authorized to
issue as a result of the reverse split of our common stock. As such, 303,511,200
S-8  shares  were  issued  which  may have been in violation of Section 5 of the
Securities Act and state securities laws.

     In  the  event that any of the exemptions from registration with respect to
the  issuance  of  such securities under the Securities Act and applicable state
securities  laws  were  not available, we may face exposure to claims by federal
and  state  regulators for any such violations. In addition, if any purchaser of
our  securities  were  to  prevail  in  a suit resulting from a violation of the
Securities  Act  or  applicable  state  securities  laws  with  respect  to  the
unavailability  of  such exemption, we could be liable to return the amount paid
for  such  securities  with  interest  thereon,  less  the  amount of any income
received  thereon,  upon  tender  of  such  securities,  or  for  damages if the
purchaser  no  longer owns the securities. As of the date of this Annual Report,
we  are  not  aware  of  any alleged specific violation or the likelihood of any
claim.  There can be no assurance that litigation asserting such claims will not
be initiated, or that we would prevail in any such litigation.

     The  following  table  provides  information  about purchases by us and our
affiliated  purchasers  during  the  quarter  ended  December 31, 2004 of equity
securities  that  are  registered by us pursuant to Section 12 of the Securities
Exchange Act of 1934:

<TABLE>
<CAPTION>
                                 SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
                                                           (a)              (b)             (c)               (d)
                                                      --------------  ---------------  --------------  -----------------
                                                                                                            Maximum
                                                                                                          number (or
                                                                                        Total number      approximate
                                                                                       of shares (or   dollar value) of
                                                                                           units)         shares (or
                                                                                        purchased as    units) that may
                                                                                          part of           yet be
                                                       Total number    Average price      publicly         purchased
                                                      of shares (or      paid per        announced      under the plans
                                                          units)      share (or unit)     plans or        or programs
                                                        purchased                         programs
                   Period
----------------------------------------------------  --------------  ---------------  --------------  -----------------
<S>                                                   <C>             <C>              <C>             <C>
October 2004 . . . . . . . . . . . . . . . . . . . .             -0-              -0-             -0-                -0-
November 2004. . . . . . . . . . . . . . . . . . . .             -0-              -0-             -0-                -0-
December 2004. . . . . . . . . . . . . . . . . . . .             -0-              -0-             -0-                -0-
                                                      --------------  ---------------  --------------  -----------------
Total. . . . . . . . . . . . . . . . . . . . . . . .             -0-              -0-             -0-                -0-
                                                      ==============  ===============  ==============  =================
</TABLE>

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

FORWARD-LOOKING  INFORMATION

     Much  of  the  discussion in this Item is "forward looking" as that term is
used  in  Section  27A  of  the Securities Act and Section 21E of the Securities
Exchange  Act  of 1934. Actual operations and results may materially differ from
present  plans  and  projections  due  to  changes  in  economic conditions, new
business  opportunities,  changed  business  conditions, and other developments.
Other factors that could cause results to differ materially are described in our
filings with the Securities and Exchange Commission.

     There  are  several  factors  that  could cause actual results or events to
differ  materially  from  those anticipated, and include, but are not limited to
general  economic,  financial and business conditions, changes in and compliance
with  governmental  laws  and  regulations,  including various state and federal
environmental  regulations,  our  ability  to  obtain  additional financing from
outside  investors and/or bank and mezzanine lenders and our ability to generate
sufficient  revenues  to  cover  operating  losses  and  position  us to achieve
positive cash flow.

     Readers  are  cautioned  not to place undue reliance on the forward-looking
statements  contained  herein,  which  speak  only  as


                                       12
<PAGE>
of  the date hereof. We believe the information contained in this Form 10-KSB to
be  accurate  as  of the date hereof. Changes may occur after that date. We will
not  update  that  information except as required by law in the normal course of
its public disclosure practices.

MANAGEMENT'S PLAN OF OPERATION

     During  the  calendar  year  2004,  we  were  a  telecommuncations provider
specializing in website design, web hosting and VOIP catering to small to medium
size  businesses. With prospects within the industry diminishing, management had
elected  for us to become a Business Development Company (a "BDC") in late 2004.

     Effective  November 22, 2004, we became a "business development company" or
"BDC"  by  filing BDCs are publicly traded companies regulated by the Investment
Company Act of 1940. a Form N-54 with the Securities and Exchange Commission and
electing  to be governed by sections 54 through 65 of the Investment Company Act
of  1940. BDCs are publicly traded companies regulated by the Investment Company
Act  of  1940.  We  will  continue  to  be  subject  to  the  periodic reporting
requirements  of the 1934 Act and the proxy solicitation requirements of Section
14  of the 1934 Act. Our management personnel will continue to report trading in
our  stock.  . With a name change that was effective in March of 2005, we became
Winsted  Holdings  Inc.

     Our  current  purpose  is  to  seek, investigate and, if such investigation
warrants,  acquire  an  interest  in  business  opportunities presented to us by
persons  or  firms  who  or  which  desire to seek the perceived advantages of a
corporation  which  is  registered under the Securities Exchange Act of 1934, as
amended.  We  do  not  restrict our search to any specific business; industry or
geographical  location and we may participate in a business venture of virtually
any  kind  or  nature.

     We  may  seek  a  business  opportunity  with  entities which have recently
commenced  operations,  or which wish to utilize the public marketplace in order
to  raise additional capital in order to expand into new products or markets, to
develop a new product or service or for other corporate purposes. We may acquire
assets  and establish wholly owned subsidiaries in various businesses or acquire
existing  businesses  as  subsidiaries  or  as  investments.

In  late  2004,  we  entered  the  business  of non-surgical aesthetic skin care
procedures and services. Over the coming months, we plan to outline our changing
portfolio holdings and our plans for the long-term Medspa expansion.

We plan to operate as a franchisor of our network of Nu Image MedSpa facilities.
We  will  collect  an  initial  Franchise  fee  from each Franchisee and ongoing
royalties  from  operational  Franchisees.  We  plan  to  sell  franchise  units
primarily  in  California,  Nevada, Texas, New York and Arizona. We also plan to
expand  to  other  states  as  the  demand  arises. We will market our Franchise
network  primarily  through franchised-based Internet marketing sites, Franchise
Trade  Magazines  and  Journals  and  Medical Journals and Magazines, as well as
other  mediums.

We  will  provide  initial  assistance  to  our  franchisees, which will include
various  franchisee  training  programs,  operational  support  and  consulting.

YEAR 2004 COSTS AND CHANGES IN FINANCIAL CONDITIONS



RESULTS  OF  OPERATIONS

REVENUE

TWELVE  MONTHS  ENDED  DECEMBER 31, 2004 COMPARED TO THE CORRESPONDING PERIOD IN
2003

During  the  twelve months ended December 31, 2004, we generated minimal revenue
via  our  acquisition of the assets and customer base of The Site Doctors, which
we  completed  on  April  30,  2004.  We had no revenue during the twelve months
ended  December  31,  2003.

STOCK  COMPENSATION  EXPENSE

During  the  twelve  months  ended  December 31, 2004, we had stock compensation
expense  of  $57,685,233, an increase of $55,773,553 or 2,917% compared to stock
compensation  expense  of $1,911,680 during the twelve months ended December 31,
2003.  The increase is due to the issuance of convertible preferred stock valued
at  $56,092,000  issued  to the Company's President and CEO. This high valuation
was  the  result  of  a preferred stock distribution soon after a 1-1000 reverse
stock  split.  We expect to continue to utilize stock compensation in the coming
twelve  months  in  order to conserve the Company's cash; however, we anticipate
that the level of non-cash compensation will decrease substantially.

SALES, GENERAL AND ADMINISTRATIVE EXPENSES

Sales,  general  and  administrative  expenses  ("SG&A") were $1,522,035 for the
twelve months ended December 31, 2004, an increase of $591,203 or 63.5% compared
to  SG&A  of  $930,832  during  the  twelve  months ended December 31, 2003. The
increase  is  due  primarily to the following: Depreciation expense increased by
$186,772,  from  $0 in the previous period; administrative salaries increased by
$91,012  to  $95,548,  from  $4,536 in the previous period; legal and accounting
increased  by  $81,853  to  $138,000,  from  $56,147  in  the  previous  period;
consulting  fees  increased by $77,293 to $144,200, from $66,907 in the previous
period;  public  relations  increased by $31,871 to $42,270, from $10,399 in the
previous  period;  rent expense increased by $25,370 to $37,315, from $11,945 in
the  previous  period;  officer  salary  increased  by $25,368 to $692,355, from
$666,967  in the previous period; and entertainment expense increased by $17,700
from  $0  in  the  previous  period.

COMPENSATION TO SOLE OFFICER

During  2004,  $718,335,  or  approximately  66%  of  the  funds provided by the
Company's financing activities were paid to the Company's sole Executive Officer
and  Director  and  his  spouse.

During  2003,  $350,000,  or  approximately  27%  of  the  funds provided by the
Company's financing activities were paid to the Company's sole Executive Officer
and  Director


In  the  coming  12  months,  the SG&A is expected to increase, primarily due to
preferred  stock,  issued  for  acquisitions  and Investments, attorney fees and
sales  and  marketing  support.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  discussed by our accountants in the audited financial statements included in
Item  7  of  this  Annual  Report  on  Form  10-KSB,  our  revenue  is currently
insufficient  to  cover  our  costs and expenses. During the twelve months ended
December  31,  2004, we incurred a loss of $62,591,443. At December 31, 2004, we
have  negative  working  capital  of  $314,372,  and  our accumulated deficit is
$66,862,734.


                                       13
<PAGE>
     As  of  December  31,  2004,  we  had  a deficiency in working capital of $
314,372.  For  the  year  ended  December 31, 2004, we generated a net cash flow
deficit from operating activities of $1,287,693, consisting primarily of year to
date  losses  of  $62,591,443,  adjusted for non cash expenses of $3,428,001 for
goodwill  impairment,  $186,772  for depreciation , and $57,685,233 in net stock
issued  to  employees  and  consultants  for  services.

     Cash  used  in investing activities totaled $ 53,925, consisting of $40,000
for  the acquisition of Site Doctors and $13,925 for the acquisition of property
and  equipment.

     Cash  provided  by financing activities totaled $ 1,085,550 consisting of $
1,087,050  proceeds  from exercised stock options, and the $1,500 repayment of a
note  payable.

     During 2004, a $718,335 , or approximately 66% of the funds provided by the
Company's  financing  activities  were  paid  to  the  Company's Chief Executive
Officer  and  Director  and  his  spouse.

     By adjusting our operations and development to the level of capitalization,
we  believe  we  have  sufficient  capital resources to meet projected cash flow
deficits. However, if during that period or thereafter, we are not successful in
generating sufficient liquidity from operations or in raising sufficient capital
resources,  on terms acceptable to us, this could have a material adverse effect
on  our  business,  results  of  operations  liquidity  and financial condition.

A  critical component of our operating plan impacting our continued existence is
the  ability  to obtain additional capital through additional equity and/or debt
financing.  We  do  not  anticipate enough positive internal operating cash flow
until  such  time as we can generate substantial additional revenues from direct
sales of our product, which may take the next few years to fully realize. In the
event  we  cannot  obtain the necessary capital to pursue our strategic plan, we
may have to cease or significantly curtail our operations. This would materially
impact  our  ability  to  generate revenues. Our near term cash requirements are
anticipated  to  be  offset  through the receipt of funds from private placement
offerings  and  loans obtained through private sources. Since inception, we have
financed cash flow requirements through debt financing. As we expand operational
activities,  we  may  continue  to  experience  net  negative  cash  flows  from
operations,  pending  receipt  of sales revenues, and will be required to obtain
additional  financing to fund operations through common stock offerings and bank
borrowings  to  the  extent  necessary  to  provide  working  capital.

Over the next twelve months we intend to develop revenues by developing specific
target  markets.  We  believe  that  existing capital and anticipated funds from
operations will not be sufficient to sustain operations and planned expansion in
the  next  twelve  months.  Consequently, we will be required to seek additional
capital  in the future to fund growth and expansion through additional equity or
debt  financing  or  credit  facilities.  No  assurance  can  be  made that such
financing  would  be  available, and if available it may take either the form of
debt  or  equity.  In either case, the financing could have a negative impact on
our  financial  condition  and  our  stockholders.

We  anticipate  incurring operating losses over the next twelve months. Our lack
of  operating history makes predictions of future operating results difficult to
ascertain.  Our prospects must be considered in light of the risks, expenses and
difficulties  frequently  encountered  by  companies  in  their  early  stage of
development,  particularly companies in new and rapidly evolving markets such as
technology  related  companies.  Such  risks include, but are not limited to, an
evolving  and  unpredictable  business  model  and  the management of growth. To
address  these  risks  we  must,  among  other  things,  obtain a customer base,
implement and successfully execute our business and marketing strategy, continue
to  develop  and  upgrade  technology  and  products,  provide superior customer
services  and  order  fulfillment,  respond  to  competitive  developments,  and
attract, retain and motivate qualified personnel. There can be no assurance that
we  will  be  successful  in addressing such risks, and the failure to do so can
have  a  material  adverse effect on our business prospects, financial condition
and  results  of  operations.

GOING  CONCERN

The  Company's  independent  certified  public  accountants have stated in their
report included in the Company's December 31, 2004 Form 10-KSB, that the Company
has  incurred  operating  losses  and  that  the  Company  is  dependent  upon
management's  ability  to  develop  profitable  operations.  These factors among
others  may raise substantial doubt about the Company's ability to continue as a
going  concern

The Company has experienced losses from operations as a result of its investment
necessary  to achieve its operating plan, which is long-range in nature. For the
years  ended  December  31,  2004 and 2003, the Company incurred net losses from
continuing  operations  of $62,617,578 and $3,317,015, respectively. At December
31,  2004,  the  Company  had  a working capital of $314,372 and a stockholders'
deficit  of  $77,722.  The  Company's  ability to continue as a going concern is
contingent  upon  its  ability  to  secure  financing  and  attain  profitable
operations.

THE  CONSOLIDATED FINANCIAL STATEMENTS DO NOT INCLUDE ANY ADJUSTMENTS TO REFLECT
THE  POSSIBLE  FUTURE EFFECTS ON THE RECOVERABILITY AND CLASSIFICATION OF ASSETS
OR  THE  AMOUNTS  AND  CLASSIFICATION  OF  LIABILITIES  THAT MAY RESULT FROM OUR
POSSIBLE  INABILITY  TO  CONTINUE  AS  A  GOING  CONCERN.


                                       14
<PAGE>
CRITICAL  ACCOUNTING  POLICIES

     The preparation of our consolidated financial statements in conformity with
accounting  principles  generally  accepted  in the United States requires us to
make  estimates  and  judgments  that  affect  our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We  base  our  estimates  and  judgments on historical experience and on various
other  assumptions  we  believe to be reasonable under the circumstances. Future
events,  however,  may  differ  markedly  from  our  current  expectations  and
assumptions.  While  there  are  a  number  of  significant  accounting policies
affecting  our  consolidated  financial  statements,  we  believe  the following
critical  accounting  policy  involve the most complex, difficult and subjective
estimates and judgments.

STOCK-BASED  COMPENSATION

     In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation  -  Transition and Disclosure. This statement amends SFAS No. 123 -
Accounting  for  Stock-Based  Compensation,  providing  alternative  methods  of
voluntarily  transitioning  to  the fair market value based method of accounting
for  stock  based employee compensation. FAS 148 also requires disclosure of the
method  used  to account for stock-based employee compensation and the effect of
the  method  in both the annual and interim financial statements. The provisions
of  this  statement related to transition methods are effective for fiscal years
ending  after  December  15,  2002,  while  provisions  related  to  disclosure
requirements  are  effective  in financial reports for interim periods beginning
after December 31, 2002.

     We  elected to continue to account for stock-based compensation plans using
the  intrinsic  value-based  method  of  accounting  prescribed  by  APB No. 25,
"Accounting  for  Stock Issued to Employees," and related interpretations. Under
the provisions of APB No. 25, compensation expense is measured at the grant date
for the difference between the fair value of the stock and the exercise price.

RECENT  ACCOUNTING  PRONOUNCEMENTS

In  November  2004,  the Financial Accounting Standards Board (FASB) issued SFAS
151,  Inventory  Costs-  an  amendment  of ARB No. 43, Chapter 4. This Statement
amends  the  guidance  in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the  accounting for abnormal amounts of idle facility expense, freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5  of  ARB 43, Chapter 4,
previously  stated  that  "under some circumstances, items such as idle facility
expense,  excessive  spoilage,  double  freight,  and rehandling costs may be so
abnormal  as  to  require  treatment  as  current period charges" This Statement
requires  that those items be recognized as current-period charges regardless of
whether  they  meet  the criterion of "so abnormal." In addition, this Statement
requires  that  allocation  of  fixed  production  overheads  to  the  costs  of
conversion  be  based  on the normal capacity of the production facilities. This
Statement  is  effective  for  inventory  costs  incurred  during  fiscal  years
beginning  after June 15, 2005. Management does not believe the adoption of this
Statement  will  have  any  immediate  material  impact  on  the  Company.

In  December  2004,  the  FASB  issued  SFAS No.152, "Accounting for Real Estate
Time-Sharing  Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
152)  The  amendments made by Statement 152 This Statement amends FASB Statement
No.  66,  Accounting  for  Sales  of  Real  Estate,  to  reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided  in  AICPA  Statement  of  Position (SOP) 04-2, Accounting for Real
Estate  Time-Sharing Transactions. This Statement also amends FASB Statement No.
67,  Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to  state that the guidance for (a) incidental operations and (b) costs incurred
to  sell  real  estate  projects  does  not  apply  to  real estate time-sharing
transactions.  The  accounting  for those operations and costs is subject to the
guidance  in  SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005. with earlier application encouraged.
The  Company  does  not anticipate that the implementation of this standard will
have  a material impact on its financial position, results of operations or cash
flows.

On  December  16,  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
published  Statement  of  Financial Accounting Standards No. 123 (Revised 2004),
Share-Based  Payment  ("SFAS  123R").  SFAS 123R requires that compensation cost
related  to  share-based  payment  transactions  be  recognized in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include  stock  options, restricted stock plans, performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R  are  effective  as  of the first interim period that begins after June 15,
2005.  Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require  the  recognition  of  compensation  cost  in  the financial statements.
Management  is  assessing  the  implications of this revised standard, which may
materially  impact  the  Company's results of operations in the third quarter of
fiscal  year  2005  and  thereafter.

On  December  16,  2004, FASB issued Statement of Financial Accounting Standards
No.  153,  Exchanges  of Nonmonetary Assets, an amendment of APB Opinion No. 29,
Accounting for Nonmonetary Transactions (" SFAS 153"). This statement amends APB
Opinion  29  to  eliminate  the  exception  for nonmonetary exchanges of similar
productive  assets  and  replaces  it  with a general exception for exchanges of
nonmonetary  assets  that do not have commercial substance. Under SFAS 153, if a
nonmonetary  exchange  of similar productive assets meets a commercial-substance
criterion  and fair value is determinable, the transaction must be accounted for
at  fair  value  resulting  in  recognition  of  any  gain  or loss. SFAS 153 is
effective  for  nonmonetary transactions in fiscal periods that begin after June
15,  2005.  The  Company  does  not  anticipate  that the implementation of this
standard  will  have  a  material  impact  on its financial position, results of
operations  or  cash  flows.

OFF-BALANCE  SHEET  ARRANGEMENTS

     We do not have any off-balance sheet arrangements.

ITEM 7.     FINANCIAL  STATEMENTS.

     The  financial  statements  and  related notes are included as part of this
report as indexed in the appendix on page F-1 through F-20.

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

     On  November  18, 2003, Stark Winter Schenkein & Co., LLP ("Stark Winter"),
our  independent  auditors,  notified  us  that they intended to resign from the
client-auditor  relationship  with  us.  Stark  Winter's letter stating that the
auditor-client  relationship  with  us  was  terminated  was  received  by us on
November 24, 2003.

     Stark  Winter's  reports  on  our  financial statements for the years ended
December  31, 2001 and December 31, 2002 and the interim period through November
18, 2003 did not contain an adverse opinion or a disclaimer of opinion, and were
not  qualified  or  modified  as  to  uncertainty,  audit  scope,  or accounting
principles; however, the audit reports included in our Form 10-KSB for the years
ended  December  31,  2002 and 2001 contained an explanatory paragraph regarding
the substantial doubt about our ability to continue as a going concern.

     The  decision  to change accountants was not approved or recommended by our
board of directors.

     During  the  two most recent fiscal years and any subsequent interim period
through November 18, 2003 there were disagreements between us and Stark Winter.

     In  the  course  of its review of registrant's financial statements for the
nine  months  period  ended  September  30,  2003,  Stark  Winter  was unable to
determine  whether  all  issuances  of  common  stock  by  us  pursuant  to  S-8
registration  statements  complied  with  all  applicable  securities  laws  and
regulations.  In  addition,  Stark  Winter was not satisfied that the receipt of
approximately  $253,000 of the proceeds received from the exercise of options to
purchase  stock  registered  on  Form  S-8  by  our  officer did not violate the
Sarbanes-Oxley Act.

     The  subject matter of the disagreements was discussed between Stark Winter
and  our  then-sole  director  and  could not be resolved to the satisfaction of
Stark Winter.

     We  have  authorized  Stark Winter to respond fully to the inquiries of the
successor  accountant concerning the subject matter of each of the disagreements
set forth above.

     On  November  20, 2003 we engaged Russell Bedford Stefanou Mirchandani LLP,
certified  public  accountants,  as our independent accountants to report on our
balance  sheet  as  of  December  31,  2003,  and  the  related


                                       17
<PAGE>
statements  of  income,  stockholders'  equity  and cash flows for the year then
ended.  The  decision  to  appoint  Russell Bedford Stefanou Mirchandani LLP was
approved  by  our  Board  of  Directors.

     During  our  two most recent fiscal years and any subsequent interim period
prior  to the engagement of Russell Bedford Stefanou Mirchandani LLP, neither we
nor anyone on our behalf consulted with Russell Bedford Stefanou Mirchandani LLP
regarding  either  (i)  the  application of accounting principles to a specified
transaction,  either  completed  or  proposed, or the type of audit opinion that
might  be  rendered  on  our  financial  statements, or (ii) any matter that was
either  the  subject of a "disagreement" or a "reportable event," as those terms
are defined in Item 304(a) of Regulation S-K.

     We  have  provided the former accountants with a copy of this report before
its  filing  with the Commission. We requested the former accountants to furnish
us  with a letter addressed to the Commission stating whether it agrees with the
statements  made  by  us  and, if not, stating the respects in which they do not
agree.  We  filed  the  former  accountants' letter as an exhibit to our Current
Report , filed with the Commission on December 4, 2003.

ITEM 8A.     CONTROLS  AND  PROCEDURES.

     Disclosure  controls  and procedures are controls and other procedures that
are  designed  to  ensure that information required to be disclosed by us in the
reports  that  we  file or submit under the Exchange Act is 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 by us in the reports that we file under the
Exchange  Act  is  accumulated and communicated to our management, including our
principal  executive  and  financial  officers,  as  appropriate to allow timely
decisions regarding required disclosure.

     Evaluation  of disclosure and controls and procedures. As of the end of the
period  covered  by  this  Annual  report, we conducted an evaluation, under the
supervision  and with the participation of our chief executive officer and chief
financial  officer,  of  our  disclosure  controls and procedures (as defined in
Rules  13a-15(e)  of  the  Exchange  Act).  Based  on this evaluation, our chief
executive  officer  and  chief  financial  officer concluded that our disclosure
controls  and procedures are effective to ensure that information required to be
disclosed  by  us  in  reports  that we file or submit under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

     Changes  in internal controls over financial reporting. There was no change
in  our  internal  controls,  which  are included within disclosure controls and
procedures,  during  our  most  recently  completed  fiscal  quarter  that  has
materially  affected, or is reasonably likely to materially affect, our internal
controls.

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.

     Our directors and executive officer are:

<TABLE>
<CAPTION>
NAME            AGE  POSITION                                       POSITION HELD SINCE
--------------  ---  ---------------------------------------------  -------------------
<S>             <C>  <C>                                            <C>
Mark Ellis       38  President, Director, Chief Executive Officer,          2003
                            and Chief Financial Officer
Brian Brittain   43                   Director                              2004
</TABLE>

     Our  executive  officers  are  elected  annually by our board of directors.
There are no family relationships among our directors and executive officers.


                                       18
<PAGE>
     Mark  Ellis  has  been  our  chief  executive  officer and a director since
February, 2003. He has been president, chief executive officer and a director of
Universal  Broadband  Communications since August 2000. Mr. Ellis has over eight
years  of  experience  in  the telecommunications industry, serving in executive
management  positions  with  several  telecommunication ventures. Since December
2001,  Mr.  Ellis  has  served  as  the Chief Executive Officer, president and a
director  of  Qbe  Technologies,  a wireless telecomputing company. From 1997 to
1999,  Mr. Ellis was chief executive officer of TelQuest Communications, Inc., a
start-up  telecommunications  company.  He  served  as  staff  accountant  at
International  Aluminum  Corporation  from  1990 to 1992. From 1983 to 1986, Mr.
Ellis  was  a  statistical analyst at Northrop Grumman Corporation. Mr. Ellis is
currently  enrolled  at  DePaul  University  in  order  to complete his Master's
degree.

     Brian  Brittain  has  served as our director since 2004. Since 2002, he has
been  the  president  of  UCG, a marketing company serving clients such as AT&T,
Global  Crossing,  and  Quest.  From  1999-2002,  Mr.  Brittain  served  as
vice-president  of  sales  for  ECP,  an  e-commerce  merchant  service  company
providing  credit  card  processing,  web  sites  with e-commerce enablement and
private label loyalty cards.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under  Section  16(a) of the Exchange Act, our directors and certain of our
officers,  and  persons  holding  more  than  10 percent of our common stock are
required  to file forms reporting their beneficial ownership of our common stock
and  subsequent  changes  in  that  ownership  with  the Securities and Exchange
Commission.  Such  persons  are  also  required to furnish us with copies of all
forms so filed.

     Based solely upon a review of copies of such forms filed on Forms 3, 4, and
5, we are aware of one person who during the year ended December 31, 2004, was a
director,  officer,  or  beneficial owner of more than ten percent of our common
stock,  and  who  failed to file, on a timely basis, reports required by Section
16(a) of the Securities Exchange Act of 1934 during such fiscal year as follows:

     -    Mark  Ellis.  Mark  Ellis  was  an  officer  and  director  during the
          year 2004. Mr. Ellis failed to timely file a Form 4 for the year ended
          December 31, 2004.

CODE  OF  ETHICS

     We  have  adopted  a code of ethics that applies to our principal executive
officer,  principal  financial  officer,  principal  accounting  officer  or
controller,  or  persons  performing  similar  functions.  The code of ethics is
designed to deter wrongdoing and to promote:

-    Honest  and  ethical  conduct,  including the ethical handling of actual or
     apparent  conflicts  of  interest  between  personal  and  professional
     relationships;

-    Full,  fair, accurate, timely, and understandable disclosure in reports and
     documents  that  we  file  with, or submits to, the SEC and in other public
     communications  made  by  us;

-    Compliance  with  applicable  governmental  laws,  rules  and  regulations;

-    The  prompt  internal reporting of violations of the code to an appropriate
     person  or  persons  identified  in  the  code;  and

-    Accountability  for  adherence  to  the  code.

     A  copy  of  our  code  of  ethics  that applies to our principal executive
officer,  principal  financial  officer,  principal  accounting  officer  or
controller,  or  persons performing similar functions was filed as an exhibit to
our  Annual  report  for  the  year  ended December 31, 2003, and filed with the
Commission on March 30, 2004. We have posted a copy of the code of ethics on our
website  at  www.winstedholdings.com.
             -------------------


                                       19
<PAGE>
     We  will  provide to any person without charge, upon request, a copy of our
code  of  ethics. Any such request should be directed to our corporate secretary
at 5000 Birch Street, Suite 3000, Newport Beach, California 92660.

ITEM 10.     EXECUTIVE  COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

SUMMARY COMPENSATION TABLE

     The  following  table  provides  certain summary information concerning the
compensation earned by the named executive officers (determined as of the end of
the  last  fiscal  year)  for  services  rendered  in  all capacities to Winsted
Holdings, Inc. and our subsidiaries:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                 ANNUAL COMPENSATION                LONG TERM COMPENSATION
                          ---------------------------------------------------------------------
                                                                     AWARDS             PAYOUTS
                                                           ---------------------------  -------
                                                            RESTRICTED    SECURITIES
                                            OTHER ANNUAL      STOCK       UNDERLYING      LTIP      ALL OTHER
NAME AND PRINCIPAL         SALARY   BONUS   COMPENSATION     AWARD(S)    OPTIONS/SARS   PAYOUTS   COMPENSATION
POSITION            YEAR    ($)      ($)         ($)           ($)            (#)         ($)          ($)
---------------------------------------------------------------------------------------------------------------
<S>                 <C>   <C>       <C>     <C>            <C>           <C>            <C>       <C>
Mark Ellis          2002
                    2003   350,000   -0-                       740,000*       -0-         -0-          -0-
                    2004   692,335   -0-                    56,092,000*
---------------------------------------------------------------------------------------------------------------
<FN>
     *  During  the  year  ended  December  31, 2003 the Company issued 2,600,000 shares of common stock with a
fair market value of $740,000 to Mark Ellis as a bonus and in lieu of cash compensation.  During the year ended
December  31,  2004  the  Company  issued  shares to Mark Ellis as follows: 7,000,000 shares of preferred stock
convertible into 140,000,000 shares of common stock with a fair value of $0.0066 per share or $924,000, granted
on  March  30,  2004;  16,000,000 shares of preferred stock convertible into 320,000,000 shares of common stock
with  a  fair  value  of  $0.0024  per  share,  or $768,000, granted on Mary 21, 2004; and 16,000,000 shares of
preferred  stock  convertible  into  320,000,000 shares of common stock with a fair value of $0.17 per share or
$54,400,000,  granted  on  December  2,  2004.
</TABLE>

EMPLOYMENT  AGREEMENTS

     We  have  an  employment  agreement  with one of our directors, Mark Ellis.
Pursuant  to  Mr.  Ellis'  five-year  employment contract with us, as amended on
November  24,  2003,  we  will  pay Mr. Ellis a base salary of Three Hundred and
Fifty  Thousand  Dollars  ($350,000)  for  the  first  year  of  his  Employment
Agreement;  Four  Hundred Thousand Dollars ($400,000) for the second year of his
Employment Agreement; Four Hundred and Fifty Thousand Dollars ($450,000) for the
third year of his Employment Agreement; Five Hundred Thousand Dollars ($500,000)
for  the  fourth  year  of  his Employment Agreement; and Five Hundred and Fifty
Thousand Dollars ($550,000) for the fifth year of his Employment Agreement.

     During  2004,  $718,335,  or  approximately 66%of the funds provided by the
Company's  financing  activities  were  paid  to  the  Company's Chief Executive
Officer  and  Director  and  his  spouse.

     During  2003,  $350,000,  or approximately 27% of the funds provided by the
Company's  financing  activities  were  paid  to  the  Company's Chief Executive
Officer  and  Director

     In  addition,  Mr.  Ellis'  employment  agreement allows Mr. Ellis to elect
whether  to  receive his Revenue Bonus in the form of cash, our preferred stock,
or  a combination of cash and preferred stock. Finally, a new provision provides
for  preferred  stock bonuses to be awarded to Mr. Ellis when certain milestones
are accomplished.

     We do not have employment agreements with any of our other employees except
Mr. Ellis.

CONFIDENTIALITY  AGREEMENTS

     We  generally  require  our  employees  to  execute  confidentiality  and
nondisclosure  agreements  upon  the  commencement  of  employment  with us. The
agreements  generally provide that all inventions or discoveries by the employee
related to our business and all confidential information developed or made known
to the employee during


                                       20
<PAGE>
the  term  of  employment shall be the exclusive property of us and shall not be
disclosed to third parties without our prior approval.

ITEM 11.     SECURITY OWNERSHIP  OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
             RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLAN INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The following table provides information as of the end of the most recently
completed  fiscal  year with respect to compensation plans (including individual
compensation  arrangements)  under which equity securities of the registrant are
authorized for issuance, aggregated as follows:

-    All compensation plans previously approved by security holders; and

-    All compensation plans not previously approved by security holders.

<TABLE>
<CAPTION>
                                                                                                NUMBER OF SECURITIES REMAINING
                                 NUMBER OF SECURITIES TO BE                                      AVAILABLE FOR FUTURE ISSUANCE
                                  ISSUED UPON EXERCISE OF         WEIGHTED-AVERAGE EXERCISE        UNDER EQUITY COMPENSATION
                               OUTSTANDING OPTIONS, WARRANTS    PRICE OF OUTSTANDING OPTIONS,     PLANS (EXCLUDING SECURITIES
                                         AND RIGHTS                  WARRANTS AND RIGHTS           REFLECTED IN COLUMN (a))
PLAN CATEGORY                               (a)                              (b)                              (c)
-----------------------------  ------------------------------  -------------------------------  -------------------------------
<S>                            <C>                             <C>                              <C>
Equity compensation plans
approved by security holders           1,212,000,000                                                          -0-
Equity compensation plans not
approved by security holders                -0-                              N/A                              N/A
Total                                  1,212,000,000                     $ 0.002                              -0-
</TABLE>


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth,  as  of  December 31, 2004, information
concerning ownership of our securities by:

-    Each person who owns beneficially more than five percent of the outstanding
     shares of our common stock;

-    Each person who owns beneficially outstanding shares of our preferred
     stock;

-    Each director;

-    Each named executive officer; and

-    All directors and officers as a group.

<TABLE>
<CAPTION>
                                                    COMMON STOCK BENEFICIALLY    PREFERRED STOCK BENEFICIALLY
                                                            OWNED (2)                      OWNED (2)
                                                   ---------------------------  -------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1)              NUMBER        PERCENT          NUMBER          PERCENT
-------------------------------------------------  -------------  ------------  ----------------  -------------
<S>                                                <C>            <C>           <C>               <C>
Mark Ellis (3)                                        20,000,016           0.5     48,000,000(7)       67.65(7)
Brian Brittain (4)                                             0             0              0              0
All directors and officers as a group (2 persons)     20,000,016           0.5     48,000,000(7)       67.65(7)
                                                   =============  ============  ================  =============
Universal Broadband Communications, Inc. (5)                   0             0      6,000,000(7)       17.65(7)
C2C Exchange, Inc. (6)                                         0             0      5,000,000(7)        14.7(7)

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


                                       21
<PAGE>
<FN>
*     Less  than  one  percent.
(1)   Unless  otherwise  indicated,  the  address for each of these shareholders is c/o  Indiginet,  Inc., 5000
      Birch Street, Suite 3000, Newport Beach, California 92660.  Also, unless otherwise indicated, each person
      named in  the  table  above  has  the  sole  voting and investment power with respect to  the  shares  of
      our common and preferred  stock  which  he  beneficially  owns.
(2)   Beneficial  ownership  is  determined  in  accordance  with  the rules of the SEC.  The total  number  of
      outstanding shares of the common stock on the date of this Report is 208,623,538, and the total number of
      outstanding  shares  of  the  Series A preferred stock on the date of this Report is 59,000,000
(3)   Mr.  Ellis  is  our  chief  executive  officer,  chief  financials  officer,  president  and  director.
(4)   Mr.  Brittain  is  our  director.
(5)   Universal  Broadband  Communications,  Inc.  is  a  California corporation,  whose  address is 5000 Birch
      Street,  Suite  300,  Newport  Beach,  California  92660.  Universal  Broadband  Communications,  Inc. is
      controlled by Mark  Ellis,  our  chief  executive  officer,  president  and  director.
(6)   C2C  Exchange,  Inc.  is a California corporation, whose address is 5000 Birch Street, Suite 300, Newport
      Beach, California 92660. C2C Exchange, Inc. is  controlled  by  Mark  Ellis, our chief executive officer,
      president  and  director.
(7)   Series  A  Preferred  Stock.
</TABLE>

     There  are no arrangements, known to us, including any pledge by any person
of  our  securities, the operation of which may at a subsequent date result in a
change in control of Winsted Holdings, Inc.

     There  are  no  arrangements  or  understandings  among members of both the
former  and the new control groups and their associates with respect to election
of directors or other matters.

ITEM 12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     On  December  6,  2004, we purchased all of the outstanding stock of Medspa
Solutions,  Inc. for 20,000,000 shares of common stock. The closing price of the
stock  on  the  acquisition  date  was  $0.17, and the acquisition was valued at
$3,400,000.  We  have recorded an impairment to the carrying value of this asset
in  the  amount  of  $3,400,000 and charged this amount to operations during the
twelve  months  ended December 31, 2004. Medspa Solutions, Inc. is controlled by
Mark Ellis, our chief executive officer, president and director.

     During  2004,  $718,335,  or  approximately 66%of the funds provided by the
Company's  financing  activities  were  paid  to  the  Company's Chief Executive
Officer  and  Director  and  his  spouse.

     During  2003,  $350,000,  or approximately 27% of the funds provided by the
Company's  financing  activities  were  paid  to  the  Company's Chief Executive
Officer  and  Director

ITEM 13.     EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO.                         IDENTIFICATION OF EXHIBIT
-----------                         -------------------------
<S>          <C>
3.1 *        Articles of Incorporation (Exhibit 2(a) to Company's Form10-SB, Commission File No. 0-32333)
3.2*         Articles of Amendment to Articles of Incorporation (Exhibit 2(b) to Company's Form 10-SB,
             Commission File No. 0-32333)
3.3*         Articles of Amendment to Articles of Incorporation (Exhibit 3(i)(b) to Company's Form 10-KSB for
             fiscal year ended December 31, 2001, Commission File No. 0-32333)
3.4**        Articles of Amendment to the Articles of Incorporation, filed effective on August 16, 2004.
3.5**        Articles of Amendment to the Articles of Incorporation, filed effective November 29, 2004.
3.6**        Articles of Amendment to the Articles of Incorporation, establishing our Series B preferred stock,
             filed effective January 12, 2005.
3.7**        Articles of Amendment to the Articles of Incorporation, filed effective March 1, 2005.
10.1*        Agreement to Purchase Assets of The Site Doctors.
10.2*        Agreement to Purchase Assets of C2C Exchange.
10.3*        Agreement to Purchase Assets of Universal Broadband Communications, Inc.
10.4*        Stock Purchase Agreement between Indiginet, Inc. and Medspa Solutions, Inc.
14*          Code of Ethics
21**         Subsidiaries.
31.1**       Certification of Mark Ellis, President, Chief Executive Officer and Chief Financial Officer of Winsted
             Holdings, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley
             Act of 2002.
32.1**       Certification of Mark Ellis, President, Chief Executive Officer and Chief Financial Officer of Winsted
             Holdings, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley
             Act of 2002.
<FN>
__________
*  Previously Filed
**   Filed Herewith
</TABLE>


                                       22
<PAGE>
ITEM 14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.

AUDIT  FEES

     The  aggregate  fees billed by Russell Bedford Stefanou Mirchandani LLP for
professional  services rendered for the audit of our annual financial statements
for fiscal year 2004 were $20,000.

     The  aggregate  fees billed by Russell Bedford Stefanou Mirchandani LLP for
professional  services rendered for the audit of our annual financial statements
for fiscal year 2003 were $25,000.

AUDIT-RELATED  FEES

     The  aggregate  fees billed by Russell Bedford Stefanou Mirchandani LLP for
assurance and related services that are reasonably related to the performance of
the audit or review of our financial statements for fiscal year 2004 were $0.

     The  aggregate  fees billed by Russell Bedford Stefanou Mirchandani LLP for
assurance and related services that are reasonably related to the performance of
the audit or review of our financial statements for fiscal year 2003 were $0.

ALL  OTHER  FEES

     There were no other fees billed by Russell Bedford Stefanou Mirchandani LLP
for  professional  services  rendered,  other  than as stated under the captions
Audit  Fees,  Audit-Related  Fees,  and  Tax  Fees.  Policy  On  Audit Committee
Pre-Approval Of Audit And Permissible Non-Audit Services Of Independent Auditors

     The  Company  currently  does  not  have  a designated Audit Committee, and
accordingly,  the  Company's  Board  of  Directors' policy is to pre-approve all
audit  and  permissible non-audit services provided by the independent auditors.
These  services may include audit services, audit-related services, tax services
and  other  services.  Pre-approval is generally provided for up to one year and
any  pre-approval  is  detailed  as  to  the  particular  service or category of
services and is generally subject to a specific budget. The independent auditors
and  management  are  required  to periodically report to the Company's Board of
Directors  regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to
date.  The  Board  of  Directors  may  also pre-approve particular services on a
case-by-case  basis.

                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this Annual report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                       Winsted Holdings, Inc.


Date:  April 18, 2005.
                                       By  /s/  Mark  Ellis
                                         --------------------------------
                                         Mark Ellis,
                                         President, Chief Executive Officer
                                         and Chief  Financial Officer


     Pursuant  to  the  requirements  of the Securities Exchange Act of 1934, as
amended,  this  Annual report has been signed by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.


Signature                            Title                             Date
------------------  --------------------------------------------  --------------
/s/ Mark Ellis      President, Director, Chief Executive Officer  April 18, 2005
------------------         and Chief Financial Officer
Mark Ellis

------------------
/s/ Brian Brittain
------------------
Brian Brittain                       Director                     April 18, 2005

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


                                       23
<PAGE>
<PAGE>

                             WINSTED HOLDINGS, INC.
                           (FORMERLY INDIGINET, INC.)

                          INDEX TO FINANCIAL STATEMENTS

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


Report of Independent Registered Certified Public Accounting Firm          F-1
Consolidated Balance Sheet at December 31, 2004                            F-2
Consolidated Statements of Losses for the Years ended
   December 31, 2004 and 2003                                              F-3
Consolidated Statement of Deficiency In Stockholders' Equity
   for the years ended December 31, 2004 and 2003                    F-4 - F-7
Consolidated Statements of Cash Flows for the Years ended
   December 31, 2004 and 2003                                        F-8 - F-9
Notes to Consolidated Financial Statements                          F-10- F-28



<PAGE>

                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

        REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM


Board of Directors and Shareholders
Winsted Holdings, Inc.
Newport Beach, CA

We have audited the accompanying consolidated balance sheet of Winsted Holdings,
Inc. (formerly Indiginet, Inc.) (the "Company") as of December 31, 2004 and the
related consolidated statements of losses, deficiency in stockholders' equity,
and cash flows for each of the two years 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 audits.

We have conducted our audits in accordance with the standards of the Public
Accounting Oversight Board (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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company at
December 31, 2004 and the results of its operations and its cash flows for each
of the two years in the period then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As shown in the financial
statements, the Company has incurred net losses since its inception. This raises
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to this matter are described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


                                    /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                                    --------------------------------------------
                                        Russell Bedford Stefanou Mirchandani LLP
                                        Certified Public Accountants


New York, New York
April 1, 2005

                                      F-1

<PAGE>
<TABLE>
<CAPTION>
                                       Winsted Holdings, Inc.
                                     Consolidated Balance Sheet


                                                                                December 31,
                                                                                    2004
                                                                               --------------
                                     ASSETS
<S>                                                                            <C>
CURRENT ASSETS
  Cash and cash equivalents                                                    $      20,812
  Trade accounts receivable, net of allowance for doubtful accounts of                 2,607
  Other current assets                                                                 9,167
                                                                               --------------
    Total current assets                                                              32,586

    Property and equipment, net of accumulated depreciation of $185,892              236,650

                                                                               --------------
    Total assets                                                               $     269,236
                                                                               ==============

                    LIABILITIES AND DEFICIENCY IN STOCKHOLDERS'EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                        $     151,366
  Accounts payable and accrued expenses  - related parties                            34,661
  Notes payable - related parties                                                    160,931
                                                                               --------------

    Total current liabilities                                                        346,958

Stockholders' (deficit)
  Preferred stock, no par value, 150,000,000 and 15,000,000 shares                         -
    authorized, none issued or outstanding
  Preferred stock, Series A, convertible, no par value,
    50,000,000 shares authorized, 49,000,000 shares issued and outstanding        56,972,000
  Common stock, no par value 2,000,000,000 and 500,000,000 shares
    authorized, 29,311 shares issued and outstanding                               7,031,518
  Common stock subscribed                                                          3,400,000
  Stock Option Receivable                                                           (125,756)
  Deferred compensation                                                             (476,250)
  Treasury stock, 1,000 shares, at cost                                              (16,500)
  Accumulated (deficit)                                                          (66,862,734)
                                                                               --------------
    Total deficiency in stockholder's equity                                         (77,722)

                                                                               --------------
     Total liabilities and deficiency in stockholders' equity                  $     269,236
                                                                               ==============

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


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                                 Winsted Holdings, Inc.
                            Consolidated Statements of Losses


                                           December 31,      December 31,
                                               2004              2003
                                         ----------------  ----------------
<S>                                      <C>               <C>
REVENUES                                 $        23,691   $             -

COSTS AND EXPENSES
  Stock compensation                          57,685,233         1,911,680
  Impairment of goodwill                       3,428,001           474,503
  Depreciation                                   186,772                 -
  General and administrative expenses          1,335,263           930,832
  Investment expense                               6,000                 -

                                         ----------------  ----------------
                                             (62,617,578)        3,317,015
                                         ----------------  ----------------

Loss from operations                         (62,617,578)       (3,317,015)

Other income (expense):
  Interest income (expense)                      (12,988)          (21,056)
  Gain on settlement of liabilities               39,123            29,462
                                         ----------------  ----------------

  Income (loss) before income taxes          (62,591,443)       (3,308,609)

  Income tax benefit                                   -                 -
                                         ----------------  ----------------


                                         ----------------  ----------------
Net loss                                 $   (62,591,443)  $    (3,308,609)
                                         ================  ================

NET LOSS PER COMMON SHARE
  Net loss                               $    (33,047.22)  $(22,057,393.33)
                                         ================  ================

LOSS PER SHARE INFORMATION -
  BASIC AND FULLY DILUTED
  Weighted average shares outstanding              1,894              0.15
                                         ================  ================
</TABLE>

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


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                                       Winsted Holdings Inc.
                                    Consolidated Statement of Deficiency in Stockholders' Equity
                                             For the Two  Years Ended December 31, 2004

                                               Preferred
                                          Stock Subscriptions        Common Stock    Additional     Stock
                                        ------------------------  ------------------   Paid-in    Subscription  Treasury
                                          Shares       Amount     Shares    Amount     Capital     Receivable     Stock
                                        -----------  -----------  ------  ----------  ----------  ------------  ---------
<S>                                     <C>          <C>          <C>     <C>         <C>         <C>           <C>
Balance at December 31, 2002,
  as restated                                    -   $         -       *  $  367,026  $ 112,000   $         -   $(16,500)

  Elimination of par value                                                   112,000   (112,000)            -          -

  Shares issued pursuant to
    asset purchase agreement with C2C                                                                 400,000

  Shares issued pursuant to asset
    purchase agreement with
    Universal Broadband
    Communications, Inc.                                                                              480,000

  Shares issued in exchange
    for note payable - related party                                   *     105,000

  Shares issued in exchange for
    note payable - related party                                       *      15,000

  Shares issued to consultants
    for services                                                       1   1,584,760

  Shares issued under stock
    option plan                                                        1   1,510,801

  Shares issued for officer
    compensation                                                       *     740,000

  Amortization of deferred
    compensation

  Net (loss)

                                        ---------------------------------------------------------------------------------
Balance at December 31, 2003                     -   $         -       1  $4,434,587  $       -   $   880,000   $(16,500)
                                        =================================================================================

  Shares issued to  consultants
    for services                                                   3,205   1,164,089          -             -          -

  Shares issued under  option plan                                 4,983   1,278,883          -             -          -

  Shares issued under option plans
    - options receivable                                           1,122     147,959          -             -          -

   Shares issued for investment                                        *       6,000          -             -          -

  Issuance of preferred stock
    for acquisitions                    11,000,000       880,000       -           -          -      (880,000)         -

  Issuance of preferred stock to
    CEO (March 2004)                     7,000,000       924,000       -           -          -             -          -

  Issuance of preferred stock to
    CEO (May 2004)                      16,000,000       768,000

  Issuance of preferred stock to
    CEO (December 2004)                 16,000,000    54,400,000       -           -          -             -          -

  Convert preferred shares to
    common                              (1,000,000)            -  20,000           -          -             -          -

  Common stock issuable  for
    Medspa acquisition                                                                              3,400,000

  Amortization of
    deferred compensation                        -             -       -           -          -             -          -

  Net (loss)

                                        ---------------------------------------------------------------------------------
Balance at December 31, 2004            49,000,000   $56,972,000  29,311  $7,031,518  $       -   $ 3,400,000   $(16,500)
                                        =================================================================================


                                           Stock
                                          Options        Deferred     Accumulated
                                         Receivable    Compensation     (Deficit)        Total
                                        ------------  --------------  -------------  -------------
<S>                                     <C>           <C>             <C>            <C>
Balance at December 31, 2002            $         -   $           -   $   (962,682)  $   (500,156)

  Elimination of par value                                        -              -              -

  Shares issued pursuant to
    asset purchase agreement with C2C                             -                       400,000

  Shares issued pursuant to asset
    purchase agreement with
    Universal Broadband
    Communications, Inc.                                                                  480,000

  Shares issued in exchange
    for note payable - related party                                                      105,000

  Shares issued in exchange for
    note payable - related party                                                           15,000

  Shares issued to consultants
    for services                                         (1,584,760)                            -

  Shares issued under stock
    option plan                                                                         1,510,801

  Shares issued for officer
    compensation                                           (740,000)                            -

  Amortization of deferred
    compensation                                          1,690,073                     1,690,073

  Net (loss)                                                            (3,308,609)    (3,308,609)

                                        ----------------------------------------------------------
Balance at December 31, 2003            $         -   $    (634,687)  $ (4,271,291)  $    392,109
                                        ==========================================================

  Shares issued to  consultants
    for services                                  -        (360,000)             -        804,089

  Shares issued under  option plan                -               -              -      1,278,883

  Shares issued under option plans
    - options receivable                   (125,756)              -              -         22,203

   Shares issued for investment                   -               -              -          6,000

  Issuance of preferred stock
    for acquisitions                              -               -              -              -

  Issuance of preferred stock to
    CEO (March 2004)                              -               -              -        924,000

  Issuance of preferred stock to
    CEO (May 2004)                                                                        768,000

  Issuance of preferred stock to
    CEO (December 2004)                           -               -              -     54,400,000

  Convert preferred shares to
    common                                        -               -              -              -

  Common stock issuable  for
    Medspa acquisition                                                                  3,400,000

  Amortization of
    deferred compensation                         -         518,437              -        518,437

  Net (loss)                                                           (62,591,443)   (62,591,443)

                                        ----------------------------------------------------------
Balance at December 31, 2004            $  (125,756)  $    (476,250)  $(66,862,734)  $    (77,722)
                                        ==========================================================
</TABLE>

The  accompanying  notes  are  an  integral  part of these financial statements.
     *  indicates  less  than  one  share  as  adjusted  for all reverse splits.


<PAGE>
<TABLE>
<CAPTION>
                                                      Winsted Holdings, Inc.
                                                Consolidated Statements of Cash Flows
                                                        For the Years Ended

                                                                                  December 31,         December 31,
                                                                                      2004                2003
                                                                               -------------------  -----------------
<S>                                                                            <C>                  <C>
OPERATING ACTIVITIES
    Net (loss)                                                                 $      (62,591,443)  $     (3,308,609)
    Adjustments to reconcile net (loss) to net cash
     (used in) operating activities:
        Gain on settlement of notes payable and accrued expenses                                             (26,676)
        Gain on settlement accounts payable and accrued expenses                          (39,123)            (2,786)
        Impairment of goodwill                                                          3,428,001            474,503
        Increase in reserve for bad debt                                                    2,665
        Depreciation                                                                      186,772                  -
        Non-cash compensation                                                          57,685,233          1,911,680
        Stock issued to prospective acquisition                                             6,000
    Changes in:                                                                                                    -
        Accounts receivable                                                                 2,727                  -
        Other assets                                                                           70
        Prepaid expenses                                                                        -             (9,237)
        Accounts payable                                                                   22,852               (343)
        Accounts payable  and accrued liabilities - related parties                         8,553            (44,814)
                                                                               -------------------  -----------------
          Net cash (used in) operating activities                                      (1,287,693)        (1,006,282)
                                                                               -------------------  -----------------

INVESTING ACTIVITIES
  Acquisition of Site Doctors                                                             (40,000)
  Acquisition of property and equipment                                                   (13,925)                 -
                                                                               -------------------  -----------------
          Net cash (used in) investing activities                                         (53,925)                 -
                                                                               -------------------  -----------------

FINANCING ACTIVITIES
  Proceeds from exercise of stock options                                               1,087,050          1,283,162
  Proceeds from notes payable                                                              (1,500)                 -
                                                                               -------------------  -----------------
          Net cash provided by financing activities                                     1,085,550          1,283,162
                                                                               -------------------  -----------------

            Net increase (decrease) in cash                                              (256,068)           276,880

CASH AT BEGINNING OF YEAR                                                                 276,880                  -
                                                                               -------------------  -----------------

CASH AT END OF YEAR                                                            $           20,812   $        276,880
                                                                               ===================  =================

SUPPLEMENTAL CASH FLOWS INFORMATION:
  Cash for paid for:
    Interest                                                                   $                -   $              -
                                                                               ===================  =================

    Income taxes                                                               $                -   $              -
                                                                               ===================  =================

SUPPLEMENTAL DISCLOSURE OF
  NON-CASH INVESTING AND FINANCING ACTIVITIES

    Conversion of note payable -related party into common stock                $                -   $        105,000
                                                                               ===================  =================

    Conversion of accounts payable and accrued expenses - related
      parties into notes payable - related parties                             $                -   $         15,000
                                                                               ===================  =================

    Shares of common stock issued to consultants for services                  $        1,164,100   $      1,911,680
                                                                               ===================  =================

    Shares issued to prospective acquisition company                           $            6,000   $              -
                                                                               ===================  =================

    Subscription due of Series A Convertible Preferred Stock for equipment     $                -   $        880,000
                                                                               ===================  =================

    Issuance of Series A Preferred Stock in satisfaction of subscription due   $          880,000   $              -
                                                                               ===================  =================

    Issuance of Series A Preferred Stock as officer compensation               $       56,092,000   $              -
                                                                               ===================  =================
</TABLE>

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

                                      F-4
<PAGE>
                             WINSTED HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

1. GOING CONCERN BASIS OF ACCOUNTING

As  shown  in  the  accompanying  financial statements, the Company has incurred
significant  losses.  The  Company  has  experienced losses from operations as a
result  of  its  investment  necessary  to  achieve its operating plan, which is
long-range  in  nature.  For  the  years  ended  December 31, 2004 and 2003, the
Company  incurred  net  losses  of  $62,591,443  and $3,308,609 respectively. At
December 31, 2004 and 2003, the Company had negative working capital of $314,372
and  $13,388,  respectively.  These  factors  raise  substantial doubt about the
Company's  ability  to  continue  as  a  going  concern.

The  Company's  ability  to  continue  as a going concern is contingent upon its
ability  to  secure  financing and attain profitable operations. The Company has
experienced  a  change  of  control effective February 24, 2003 and is under new
management.  In  addition,  the Company's ability to continue as a going concern
must  be  considered  in  light  of  the  problems,  expenses  and complications
frequently  encountered by entrance into established markets and the competitive
environment in which the Company operates. During 2004, the Company financed its
operations  entirely with $1,086,950 of proceeds from the exercise of options to
acquire  its  common  stock.

The  Company's  existence  is  dependent  upon  management's  ability to develop
profitable operations and resolve its liquidity problems. Management anticipates
the  Company  will  attain  additional  equity  investment  in  the Company. The
accompanying  consolidated  financial  statements do not include any adjustments
that  might  result should the Company be unable to continue as a going concern.

The  accompanying  financial  statements  do  not include any adjustments to the
amounts  and  classification  of assets and liabilities that would result if the
Company  were  unable  to  continue  as  a  going  concern.

2. THE COMPANY

Winsted  Holdings, Inc. ("Winsted" or the "Company") was incorporated as October
Project  1  Corp. in the State of Florida on September 24, 1997 and on September
7, 2000 changed its name to Indiginet, Inc. On March 7 2005, the Company changed
its  name  to Winsted Holdings, Inc. During the year ended December 31, 2002 the
Company  generated  revenue  through  providing  Internet dial-up and high-speed
connection,  web  hosting  and design, and network sales and installation. As of
December  31,  2002 the Company had abandoned this business plan and at December
31,  2002  all  operations  of  the  Company  had  ceased.

Effective  November  22,  2004,  we  became  a "business development company" by
filing  a  Form N-54 with the Securities and Exchange Commission and electing to
be  governed by sections 54 through 65 of the Investment Company Act of 1940. We
will  continue  to be subject to the periodic reporting requirements of the 1934
Act  and  the proxy solicitation requirements of Section 14 of the 1934 Act. Our
management  personnel  will  continue  to  report  trading  in  our  stock.

A  BDC  is a specialized type of investment company under the Act. A BDC must be
primarily  engaged  in  the  business of furnishing capital and making available
managerial  expertise  to  companies  that  do  not have ready access to capital
through  conventional  financial  channels.  Such companies are termed "eligible
portfolio  companies".  The  Company,  as  a  BDC, generally may invest in other
securities;  however, such investments may not exceed 30% of the Company's total
asset  value  at  the  time  of  any  such  investment.

Basis of Presentation

The  accompanying  financial statements include the Company and its wholly owned
subsidiary  Site  Doctors. All inter-company accounts and transactions have been
eliminated  in  consolidation.


3. SIGNIFICANT ACCOUNTING POLICIES

Cash And Cash Equivalents

The  Company  considers  cash  on  hand,  deposits  in  banks,  and  short-term
investments  purchased with an original maturity date of three months or less to
be  cash  and  cash  equivalents.  The carrying amounts reflected in the balance
sheets  for  cash  and cash equivalents approximate the fair values due to short
maturities  of  these  instruments.

Property And Equipment

Property  and  equipment  are  stated  at cost less accumulated depreciation and
amortization.  Depreciation  and  amortization  are computed using straight-line
methods over the estimated useful lives of the assets, principally three to five
years,  or  the  term  of  the  lease,  if  shorter, for leasehold improvements.

On  December 30, 2003, the Company completed the acquisition of certain items of
property  and equipment in transactions with two companies controlled by Winsted
Holdings  President  and  Chief  Executive  Officer  (the "Asset Acquisitions").
Pursuant  to  the  Asset  Acquisitions,  Winsted acquired property and equipment
valued at approximately $405,497 in exchange for a total of 11,000,000 shares of
the  company's Series-A Convertible Preferred Stock. These assets were valued at
their  historical  net  book  value  at  the  time  of  the  acquisition,  which
approximates  their  fair  value  .  During the twelve months ended December 31,
2004,  the  Company acquired an additional $14,406 of fixed assets for cash. For
the  year  ended December 31, 2004, the Company recorded depreciation expense in
the  amount  of  $186,772.

Revenue Recognition And Deferred Revenue

The Company recognizes revenue from website hosting in accordance with SEC Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101").  SAB 101 requires that four basic criteria must be met before revenue can
be  recognized:

(1)  persuasive  evidence  of  an  arrangement  exists;
(2)  delivery  has  occurred;
(3) the selling price is fixed and determinable; and
(4)  collectibility is reasonably assured. Determination of criteria (3) and (4)
     are  based  on  management's  judgments  regarding  the fixed nature of the
     selling  prices  of  the products delivered and the collectibility of those
     amounts.  Provisions  for  discounts  and  rebates  to customers, estimated
     returns  and allowances, and other adjustments are provided for in the same
     period  the related sales are recorded. Internet connection fees are billed
     in  advance and recognized over the period for which services are provided.
     Technical  services  revenues are recognized when services, as described in
     the  contract,  have  been  completed. Equipment revenue is recognized when
     both  title  and  risk  of loss transfers to the customer, provided that no
     significant  obligations  remain.

On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No.
104,  Revenue  Recognition.   The staff updated and revised the existing revenue
recognition  in Topic 13, Revenue Recognition, to make its interpretive guidance
consistent  with  current accounting guidance, principally EITF Issue No. 00-21,
"Revenue  Arrangements  with Multiple Deliverables."  Also, SAB 104 incorporates
portions  of  the Revenue Recognition in Financial Statements - Frequently Asked
Questions  and  Answers  document  that  the  SEC  staff considered relevant and
rescinds  the  remainder.  The  company's  revenue  recognition  policies  are
consistent  with  this  guidance;  therefore,  this  guidance  will  not have an
immediate  impact  on  the  company's  financial  statements.

For  the  year ended December 31, 2004, the Company generated revenue of $23,961
from  web hosting fees and website development fees. For the year ended December
31,  2003,  the  Company  had  no  revenue.

Website  hosting:  The  Company  recognizes  revenue from website hosting as the
service  is  provided  to  its  customers.

Website development: The Company recognizes revenues from website development on
the percentage-of-completion method, measured by the percentage of cost incurred
to  date  to  estimated  total  cost  for  each  contract.

The  Company  recognizes  revenues  from  fixed-price  and  modified fixed-price
construction  contracts  on the percentage-of-completion method, measured by the
percentage  of  cost incurred to date to estimated total cost for each contract.
That  method  is  used  because  management  considers total cost to be the best
available  measure  of  progress  on  the  contracts.  Because  of  inherent
uncertainties  in  estimating costs, it is at least reasonably possible that the
estimates  used  will  change  within  the  near  term.

Contract  costs  include  all direct material and labor costs and those indirect
costs  related to contract performance, such as indirect labor, supplies, tools,
repairs,  and  depreciation.  Selling,  general,  and  administrative  costs are
charged  to  expense as incurred. Provisions for estimated losses on uncompleted
contracts are made in the period in which such losses are determined. Changes in
job  performance,  job  conditions,  and  estimated  profitability may result in
revisions  to  costs and income, which are recognized in the period in which the
revisions  are determined. Changes in estimated job profitability resulting from
job  performance,  job  conditions,  contract penalty provisions, claims, change
orders,  and  settlements,  are  accounted  for  as  changes in estimates in the
current  period.

The  asset,  "Costs  and estimated earnings in excess of billings on uncompleted
contracts,"  represents  revenues  recognized  in  excess of amounts billed. The
liability,  "Billings  in  excess of costs and estimated earnings on uncompleted
contracts," represents billings in excess of revenues recognized. As of December
31,  2004,  revenues  recognized  were  equal  to  amounts  billed.  The Company
recognized neither an asset nor a liability from its website development.


Valuation of Investments

Investments for which there is no ready market are initially valued at cost and,
thereafter,  at  fair  value  based  upon  the financial condition and operating
results of the issuer and other pertinent factors as determined in good faith by
the  Board of Directors. The financial condition and operating results have been
derived  utilizing  both  audited  and unaudited data. In the absence of a ready
market  for  an  investment,  numerous assumptions are inherent in the valuation
process.  Some  or  all  of these assumptions may not materialize. Unanticipated
events  and  circumstances may occur subsequent to the date of the valuation and
values may change due to future events. Therefore, the actual amounts eventually
realized  from  each  investment  may  vary  from  the  valuations shown and the
differences  may  be  material.  The Company reports the unrealized gain or loss
resulting  from  such  valuation  in  the  Statements  of  Lossess.

Gains (losses) on Portfolio Of Investments

Amounts  reported as realized  gains  (losses)  are  measured by the  difference
between the  proceeds of sale or exchange  and the cost basis of the  investment
without regard to unrealized gains (losses) reported in the prior periods. Gains
(losses) are considered  realized when sales or  dissolution of investments  are
consummated.

Advertising

The  Company follows the policy of charging the costs of advertising to expenses
incurred.  The  Company incurred no material advertising costs in 2004 and 2003.

Income Taxes

Income  taxes are provided based on the liability method for financial reporting
purposes  in accordance with the provisions of Statements of Financial Standards
No.  109,  "Accounting  for Income Taxes". Under this method deferred tax assets
and  liabilities  are recognized for the future tax consequences attributable to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  are  measured  using  enacted  tax  rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be  removed  or  settled. The effect on deferred tax assets and liabilities of a
change  in  tax rates is recognized in the statement of operations in the period
that  includes  the  enactment  date.

Segment Information

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS 131")
in  the  year  ended  December  31,  1998.  SFAS  131  establishes standards for
reporting  information  regarding  operating  segments  in  annual  financial
statements  and requires selected information for those segments to be presented
in  interim  financial reports issued to stockholders. SFAS 131 also establishes
standards  for  related  disclosures  about products and services and geographic
areas.  Operating  segments  are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief  operating  decision  maker, or decision-making group, in making decisions
how  to  allocate  resources  and  assess performance. The information disclosed
herein,  materially  represents  all of the financial information related to the
Company's  principal  operating  segment.

Impairment of Long-Lived Assets

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 144
(SFAS  144).  The  Statement  requires  that  long-lived  assets  and  certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an  asset  may not be recoverable. Events relating to recoverability may include
significant  unfavorable  changes in business conditions, recurring losses, or a
forecasted  inability  to  achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undercounted cash flows. Should impairment in value be indicated, the
carrying  value  of  intangible  assets  will be adjusted, based on estimates of
future  discounted cash flows resulting from the use and ultimate disposition of
the  asset.  SFAS  No. 144 also requires assets to be disposed of be reported at
the  lower  of  the  carrying  amount  or  the  fair  value  less costs to sell.

On  December  30,  2003, the Company completed the an asset acquisitions whereby
the  Company  acquired  property  and equipment with a book value of $405,497 in
exchange  for  11,000,000 shares of the Company's Series-A Convertible Preferred
Stock.  This  stock  was  valued  at  a total of $880,000 based upon the average
closing price of the underlying shares of common stock for the ten business days
immediately preceding the acquisitions. The difference between the book value of
$405,497  and  the $880,000 value assigned to the Series-A Convertible Preferred
Stock,  or $474,503, was charged to operations during the period ending December
31,  2003.

On  April  30,  2004,  the  Company completed an asset acquisition from The Site
Doctors,  a California general partnership ("Site Doctors") pursuant to which we
purchased  for  $40,000  cash  all  of  the assets of Site Doctors. These assets
consisted  primarily  of  two  computers  valued  at a total of $4,000, accounts
receivable  of  $7,999,  and goodwill of $28,001. During the twelve months ended
December  31,  2004, the Company recorded an impairment to the carrying value of
this  goodwill  in the amount of $28,001, and charged this amount to operations.

On  December  6,  2004,  the  Company  purchased all of the outstanding stock of
Medspa  Solutions, Inc. for 20,000,000 shares of common stock. The closing price
of  the  stock on the acquisition date was $0.17, and the acquisition was valued
at  $3,400,000.  The company has recorded an impairment to the carrying value of
this  asset  in  the  amount of $3,400,000 and charged this amount to operations
during  the  twelve  months  ended  December  31,  2004.


Stock-based compensation

The Company applies the intrinsic value-based method of accounting prescribed by
Accounting  Principles  Board  Opinion  25,  "Accounting  for  Stock  Issued  to
Employees",  and  related  interpretations,  in  accounting for its stock option
plans. As such, compensation expense would be recorded on the date of grant only
if the current market price of the underlying stock exceeded the exercise price.
Statement  of  Financial  Accounting  Standards  (SFAS) No. 123, "Accounting for
Stock-Based  Compensation",  established  accounting and disclosure requirements
using  a  fair  value-based  method  of  accounting  for  stock-based  employee
compensation  plans.  As  allowed  by  SFAS  No.123,  the Company has elected to
continue  to  apply  the  intrinsic  value-based  method of accounting described
above,  and  has  adopted  the disclosure requirements of SFAS No. 123 which are
included  in  Note  17.  The  Company  has  also  adopted  the annual disclosure
provisions  of SFAS No. 148 in its financial reports for the year ended December
31,  2003  and  for  the  subsequent  period.

In  accordance  with EITF 96-18 the measurement date to determine fair value was
the  date at which a commitment for performance by the counter party to earn the
equity  instrument  was  reached.  The  Company  valued  the  shares  issued for
consulting  services at the rate which represents the fair value of the services
received  which  did  not  differ materially from the value of the stock issued.

Basic And Diluted Loss Per Share

The  Company  has  adopted  Statement  of Financial Accounting Standard No. 128,
"Earnings  Per  Share,"  specifying the computation, presentation and disclosure
requirements  of  earnings  per share information. Basic earnings per share have
been  calculated  based  upon  the  weighted  average  number  of  common shares
outstanding.  Stock  options  and  warrants  have  been excluded as common stock
equivalents  in  the  diluted  earnings  per  share  because  they  are  either
anti-dilutive,  or  their  effect  is  not  material.

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 income and expenses during the reporting period. Actual
results  could  differ  from  those  estimates.

Concentrations of Credit Risks

Financial  instruments  and related items, which potentially subject the Company
to  concentrations  of  credit risk, consist primarily of cash, cash equivalents
and  trade  receivables.  The  Company  places  its  cash  and  temporary  cash
investments  with credit quality institutions. At times, such investments may be
in  excess  of  the  FDIC  insurance limit. The Company periodically reviews its
trade  receivables  in  determining  its  allowance  for  doubtful accounts. The
allowance for doubtful accounts was $2,665 at December 31, 2004.

Reclassification

Certain  prior  period  figures have been reclassified to conform to the current
year's  presentation.

Comprehensive Income

Statement  of  Financial  Accounting  Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive  Income,"  establishes  standards  for reporting and displaying of
comprehensive  income,  its  components  and accumulated balances. Comprehensive
income  is  defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130  requires  that  all  items that are required to be recognized under current
accounting  standards  as  components  of  comprehensive income be reported in a
financial  statement  that  is  displayed  with  the  same  prominence  as other
financial  statements.  The  Company  does  not  have any items of comprehensive
income  in  any  of  the  periods  presented.

New Accounting Pronouncements

In  November  2004,  the Financial Accounting Standards Board (FASB) issued SFAS
151,  Inventory  Costs-  an  amendment  of ARB No. 43, Chapter 4. This Statement
amends  the  guidance  in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the  accounting for abnormal amounts of idle facility expense, freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5  of  ARB 43, Chapter 4,
previously  stated  that  "under some circumstances, items such as idle facility
expense,  excessive  spoilage,  double  freight,  and rehandling costs may be so
abnormal  as  to  require  treatment  as  current period charges" This Statement
requires  that those items be recognized as current-period charges regardless of
whether  they  meet  the criterion of "so abnormal." In addition, this Statement
requires  that  allocation  of  fixed  production  overheads  to  the  costs  of
conversion  be  based  on the normal capacity of the production facilities. This
Statement  is  effective  for  inventory  costs  incurred  during  fiscal  years
beginning  after June 15, 2005. Management does not believe the adoption of this
Statement  will  have  any  immediate  material  impact  on  the  Company.

In  December  2004,  the  FASB  issued  SFAS No.152, "Accounting for Real Estate
Time-Sharing  Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
152)  The  amendments made by Statement 152 This Statement amends FASB Statement
No.  66,  Accounting  for  Sales  of  Real  Estate,  to  reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided  in  AICPA  Statement  of  Position (SOP) 04-2, Accounting for Real
Estate  Time-Sharing Transactions. This Statement also amends FASB Statement No.
67,  Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to  state that the guidance for (a) incidental operations and (b) costs incurred
to  sell  real  estate  projects  does  not  apply  to  real estate time-sharing
transactions.  The  accounting  for those operations and costs is subject to the
guidance  in  SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005. with earlier application encouraged.
The  Company  does  not anticipate that the implementation of this standard will
have  a material impact on its financial position, results of operations or cash
flows.

On  December  16,  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
published  Statement  of  Financial Accounting Standards No. 123 (Revised 2004),
Share-Based  Payment  ("SFAS  123R").  SFAS 123R requires that compensation cost
related  to  share-based  payment  transactions  be  recognized in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include  stock  options, restricted stock plans, performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R  are  effective  as  of the first interim period that begins after June 15,
2005.  Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require  the  recognition  of  compensation  cost  in  the financial statements.
Management  is  assessing  the  implications of this revised standard, which may
materially  impact  the  Company's results of operations in the third quarter of
fiscal  year  2005  and  thereafter.

On  December  16,  2004, FASB issued Statement of Financial Accounting Standards
No.  153,  Exchanges  of Nonmonetary Assets, an amendment of APB Opinion No. 29,
Accounting for Nonmonetary Transactions (" SFAS 153"). This statement amends APB
Opinion  29  to  eliminate  the  exception  for nonmonetary exchanges of similar
productive  assets  and  replaces  it  with a general exception for exchanges of
nonmonetary  assets  that do not have commercial substance. Under SFAS 153, if a
nonmonetary  exchange  of similar productive assets meets a commercial-substance
criterion  and fair value is determinable, the transaction must be accounted for
at  fair  value  resulting  in  recognition  of  any  gain  or loss. SFAS 153 is
effective  for  nonmonetary transactions in fiscal periods that begin after June
15,  2005.  The  Company  does  not  anticipate  that the implementation of this
standard  will  have  a  material  impact  on its financial position, results of
operations  or  cash  flows.

4. NOTES PAYABLE

Notes payable at December 31, 2004 are as follows:

<TABLE>
<CAPTION>
                                                                  2004
                                                               ----------
<S>                                                            <C>

8% unsecured 1-year note payable due June 16, 2003. As of
December 31, 2004, the note payable is in default.                95,000

8% unsecured 30-day note payable due February 28, 2002. As of
December 31, 2004, the note payable is in default                 33,930
                                                               ----------

8% unsecured 30-day note payable due February 28, 2002. As of
December 31, 2004, the note payable is in default                 18,574
                                                               ----------

8% unsecured 5-month note payable due March 31, 2003. As of
December 31, 2004, the note payable is in default                  7,057
                                                               ----------

8% unsecured 30-day note payable due February 28, 2002. As of
December 31, 2004, the note payable is in default                  6,370
                                                               ----------

     Total                                                     $ 160,931

     Less: notes payable-current portion                        (160,931)
                                                               ----------

     Note payable - long-term                                  $       -
                                                               ==========
</TABLE>

On  April  30,  2004,  the  Company  paid  a  note payable, consisting of unpaid
principal of $1,500 and accrued and unpaid interest of $300, for cash of $1,800.

These  notes  are unsecured, short-term, and bear interest at rates ranging from
8%  to  12%. The entire amounts outstanding are delinquent at December 31, 2004.
Accrued interest expense under these notes as of December 31, 2004 and 2003 were
$34,661  and  $26,108,  respectively,  and  is  included in accounts payable and
accrued  expenses.

5. ACQUISITIONS

Effective  November  22,  2004,  the  Registrant  became a "business development
company"  by  filing  Form  N-54 with the Securities and Exchange Commission and
electing  to be governed by sections 54 through 65 of the Investment Company Act
of  1940.  The  Registrant will continue to be subject to the periodic reporting
requirements  of the 1934 Act and the proxy solicitation requirements of Section
14  of  the  1934  Act.  The  Registrant's management personnel will continue to
report  trading  in the Registrant's stock. Acquisitions consummated previous to
November 22, 2004 are consolidated in the Company's financial statements for the
years  ended  December  31, 2004 and 2003. Acquisitions completed after November
22, 2004 are presented as investments on the Company's balance sheet, net of any
impairment  charges.

Acquisitions completed prior to November 22, 2004:

C2C Exchange

On  December 30, 2003, the Company entered into an Asset Purchase Agreement with
C2C  Exchange,  Inc.  ("C2C",  the  "C2C Asset Acquisition") whereby the Company
purchased  substantially  all  of  the  assets  of C2C in exchange for 5,000,000
shares of Series-A Preferred Stock. C2C is controlled by the President and Chief
Executive  Officer  of  the  Company. The Series-A Preferred Stock was deemed to
have  a  fair  market  value  of  $400,000  based  upon  the market price of the
underlying  common stock for the ten days immediately preceding the transaction.
The  assets  acquired  were estimated to have a fair market value at the time of
the  C2C  Asset  Acquisition  of  $100,000.

The  assets  acquired,  including  costs  in  excess of net assets acquired, and
liabilities  assumed  in  the  acquisition  of  C2C  are  as  follows:

                  Tangible assets acquired at fair value       $  100,000

                  Costs in excess of net assets assumed           300,000

                  Liabilities assumed at fair value                    --
                                                               ----------

                           Total purchase price                $ 400,000
                                                               ==========

Universal Broadband Communications, Inc.

On  December 30, 2003, the Company entered into an Asset Purchase Agreement with
Universal  Broadband  Communications,  Inc.,  ("UBC" or "UBC Asset Acquisition")
whereby the Company purchased the assets of UBC in exchange for 6,000,000 shares
of  Series-A  Preferred  Stock  with  a  fair  market  value of $480,000. UBC is
controlled  by  the President and Chief Executive Officer of Winsted. The assets
acquired  were  deemed  to  have  a  fair  market  value  at the time of the UBC
Acquisition equal to their carrying value on the books of UBC at the time of the
UBC  Asset  Acquisition,  or  $305,497.

The  assets  acquired,  including  costs  in  excess of net assets acquired, and
liabilities  assumed  in  the  acquisition  of  UBC  are  as  follows:


Tangible assets acquired at fair value       $  305,497

Costs in excess of net assets assumed           174,503

Liabilities assumed at fair value                    --
                                             ----------

         Total purchase price                $ 480,000
                                             ==========


As  a result of the Company's lack of resources, the Company is unable to market
its telecommunications products and services acquired in connection with the C2C
and  UBC  acquisitions. Management performed an evaluation of the recoverability
of the C2C and UBC assets and concluded from the results of this evaluation that
a  significant impairment charge was required because the estimated market value
of  the  assets  was  less  than  the carrying value of the assets. Considerable
management judgment is necessary to estimate fair value and actual results could
vary  significantly  from  managements'  estimates  Accordingly,  the  Company
recognized  an  asset impairment loss of $ 474,503 or $ .00 per share during the
year  ended  December  31,  2003.

The Site Doctors

On  April 30, 2004, the Company purchased substantially all of the assets of The
Site Doctors, a partnership located in Orange County, California in the business
of  web  hosting  and  web site development. The Company purchased the following
assets  for  $40,000  in  cash:

Accounts receivable
2 Computers
Design software
Hosting customer list

The  Company  also received an agreement not to compete from the principal owner
of  The  Site  Doctors,  and  hire  the  principal  owner as a web developer and
consultant.

The  Company  assigned the value of $7,999 to the accounts receivable, $4,000 to
the  computer  hardware  and  software,  and  $28,001  to  the customer list and
agreement  not to compete. The $28,001 was charged to operations during the year
ended December 31, 2004.

GaeaCare Investment

During  the  three months ended June 30, 2004, the Company has issued an Amended
LOI  to buy up to 20% of GaeaCare Syndicate Partners ("GaeaCare"). Additionally,
the  Company has issued * shares of restricted stock with a fair value of $6,000
as  a  non-refundable  negotiation  fee. In June 2004, GaeaCare paid the company
$10,000  as  a  fee  for  design of GaeaCare's website. During the twelve months
ended December 31, 2004, negotiations to acquire a majority position in GaeaCare
were  terminated.

6. INVESTMENTS

Valuation of Investments

The  most  significant  estimate  inherent  in  the preparation of the Company's
consolidated  financial  statements  is  the valuation of its investment and the
related  unrealized  appreciation  or  depreciation.

Upon  conversion  to  a  BDC, the Company engaged independent business valuation
experts to value selected portfolio companies, which had significant activity in
the  Company's  first  two  quarters as a BDC. The Board of Directors states all
other  portfolio  companies  and  investments at fair market value as determined
under  a  good  faith  standard.

Effective  November  22,  2004,  the  Registrant  became a "business development
company"  by  filing  Form  N-54 with the Securities and Exchange Commission and
electing  to be governed by sections 54 through 65 of the Investment Company Act
of  1940.  The  Registrant will continue to be subject to the periodic reporting
requirements  of the 1934 Act and the proxy solicitation requirements of Section
14  of  the  1934  Act.  The  Registrant's management personnel will continue to
report  trading  in the Registrant's stock. Acquisitions consummated previous to
November 22, 2004 are consolidated in the Company's financial statements for the
years  ended  December  31, 2004 and 2003. Acquisitions completed after November
22, 2004 are presented as investments on the Company's balance sheet, net of any
impairment  charges.

Medspa Solutions, Inc.

Effective  December 6, 2004, the Company entered into a stock purchase agreement
with Medspa Solutions, Inc., a Nevada corporation ("Medspa"), to purchase all of
the  issued and outstanding capital stock of Medspa for 20,000 restricted shares
(post  reverse-splits)  of  the  Company's  common  stock  with  a fair value of
$3,400,000. Medspa is in the business of skincare services, and is controlled by
the  Company's  president and chief executive officer. At December 31, 2004, the
Company  determined that the fair value of Medspa was $0, and charged the amount
of  $3,400,000  to  operations during the twelve months ended December 31, 2004.


7. PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2004 and 2003 consisted of the following:


                                                 2004
                                             ----------

Furniture and fixtures                       $ 235,960
Office equipment and telephone equipment        94,543
Software                                        89,400
Leasehold improvements                           2,639
                                             ----------
                                               422,542
Less accumulated depreciation                 (185,892)
                                             ----------
                                             $ 236,650
                                             ==========


Depreciation expense for the twelve months ended December 31, 2004 was $185,892.
The  Company  neither recorded depreciation expense nor accumulated depreciation
for  the  year  ended December 31, 2003. The equipment was acquired December 30,
2003.

8. STOCK TRANSACTIONS

Reverse Stock-Splits

The Board of Directors approved the following reserve stock splits:

-  1-for-250 reverse stock-split effective August 17, 2003
-  1-for-250 reverse stock-split effective August 7, 2004
-  1-for-1000 reverse stock-split effective November 29, 2004
-  1-for-1000 reverse stock-split effective March 5, 2005.

The cumulative effect of these reverse stock splits is 1-for-62,500,000,000. For
the  purposes  of  financial  statement  presentation,  all  share and per share
information has been restated to reflect the cumulative effects of these reverse
stock-splits.  Because  the  cumulative  effect  of  the splits is so large, the
restatement  of  shares  to  a  post  reverse-split basis sometimes results in a
fraction  of  a share. In these cases, the exact fraction is not stated, but the
phrase  "less  than  one  share"  is  used.

Common Stock

Effective June 30, 2003 the Company changed the par value of its preferred stock
and  common  stock  from $0.0001 per share to no par value. As of June 30, 2003,
the  Company  reclassified  $112,000  from  additional paid-in capital to common
stock.

During  the  year ended December 31, 2003 the Company issued less than one share
(post reverse-splits)  of common stock with a fair market value of $1,584,760 to
consultants  in  exchange  for  services  to be provided through March 2004. The
shares  were  issued  at  their  fair  market  value  ranging  from  $250.00  to
$5,000,000.00  per share (post reverse-splits) on the date the Company agreed to
issue  the shares. The Company has recorded deferred compensation of $98,438 for
services  to  be  received  subsequent  to  December  31,  2003.

During  the  year ended December 31, 2003 the Company issued less than one share
(post  reverse-splits)  of  common stock with a fair market value of $740,000 to
its  Chief  Executive  officer  as a bonus and in lieu of cash compensation. The
shares  were  issued  at  their  fair  market  value ranging from $250,000.00 to
$500,000.00  per  share  (post reverse-splits) on the date the Company agreed to
issue the shares. The Company has recorded deferred compensation of $536,250 for
services  to  be  received  subsequent  to  December  31,  2003.

During  the  year  ended  December  31,  2003 holders of stock options exercised
options  for less than one share (post reverse-splits) of common stock under the
Company's  Employee  Stock  Incentive  Plan  (see  Note 11) The Company received
proceeds  of  $1,283,162 and recognized compensation expense of $227,639 related
to  the  exercise  of  these  options  for  the  year  ended  December 31, 2003.

During  the  year  ended December 31, 2004 the Company issued 3,205 shares (post
reverse-splits)  of  common  stock  with a fair market value of $1,164,100 (post
reverse-splits)  to  consultants in exchange for services to be provided through
August  2005.  The  shares  were  issued  at  their  fair market value averaging
approximately  $363.21  per  share (post reverse-splits) on the date the Company
agreed  to  issue  the  shares. The Company has charged to expense the amount of
$860,760  during  the  twelve  months  ended  December  31, 2004. The balance of
$360,000  has  been  charged  to deferred compensation at December 31, 2004, and
will  be  amortized  over  the  terms  of  the  related  agreements.

During  the  year  ended  December 31, 2004, the Company issued stock options to
purchase  4,983  shares (post reverse-splits) of common stock with a fair market
value  of  $1,278,883  under  the  Company's  Employee Stock Incentive Plan (see
Note11).  These  options  were  all  immediately exercised. The Company received
proceeds  of  $1,087,050 and recognized compensation expense of $191,833 related
to  the exercise of these options for the twelve months ended December 31, 2004.

During  the  year ended December 31, 2004, the Company has not yet been paid for
the  exercise of stock options to purchase 1,122 shares (post reverse-splits) of
the  Company's  common  stock. The Company has recorded non-cash compensation in
the  amount  of  $22,203 and also recorded a receivable of $125,756 representing
the  amount  due  under the terms of these options. The total value of the stock
sold  pursuant  to  these  options  was  $147,959.

During  the  twelve months ended December 31, 2004, the Company issued less than
one  share  (post reverse-split) of restricted stock with a fair value of $6,000
to  a  potential  acquisition candidate as a non-refundable negotiation fee. The
Company  charged  the  entire amount of this fee to operations during the twelve
months  ended  December  31,  2004.

All  valuations  of the above shares are based on the stock price at the date of
issue,  which did not differ materially from the value of the services that were
rendered  by  the  consultants  under  the  contracts.

S-8  Stock  Registrations

The  Company has filed the Forms S-8 during the twelve months ended December 31,
2004  and  2003, and registered shares as follows (all shares are presented on a
post  reverse-splits  basis):

Date of S-8 Filing        Number of Shares Registered
April 17, 2003            Less than one share
May 29, 2003              Less than one share
June 20, 2003             Less than one share
August 11, 2003           Less than one share
April 2, 2004             2 shares
May 27, 2004              1 share
July 12, 2004             1 share (de-register)
July 26, 2004             2 shares
September 3, 2004         150 shares
October 18, 2004          250 shares

Subsequent to December 31, 2004:
January 18, 2005          499,000 shares

Preferred  Stock

During  the  years ended December 31, 2004, the Company issued 50,000,000 shares
of  preferred  stock with a fair value of $56,092,000 to its President and Chief
Executive  Officer  as  compensation.  The preferred shares are convertible into
shares  of  common  stock  at  the  rate of 1 preferred share for each 20 common
shares.  The  preferred shares were valued at the market price of the underlying
common  shares.


9. RELATED PARTY TRANSACTIONS

UBC  and  C2C  Acquisitions

In  December  2003,  the Company entered into two asset purchase agreements with
companies controlled by the Company's President and Chief Executive Officer (See
Note  5).  In  accordance  with  STAFF  ACCOUNTING BULLETIN NO. 48: TRANSFERS OF
NONMONETARY ASSETS BY PROMOTERS OR SHAREHOLDERS, the Company recorded the assets
at  the  historical cost of the seller, which did not differ materially from the
assets'  fair  value.  These  transactions resulted in the acquisition of assets
with  a  historical  cost  of  $405,497 in exchange for 11,000,000 shares of the
Company's  Series-A  Convertible  Preferred  Stock  with  an  assigned  value of
$880,000.  The  difference  of $474,503 was charged to expense during the twelve
months  ended  December  31,  2003.

The  acquisitions  of  UBC  and  C2C  should  not  be  considered  arms-length
transactions  as they were 100% controlled by Winsted's President and CEO at the
time  of  the  acquisition.

Medspa  Solutions,  Inc.  Acquisition

In  December  2004, the Company purchased all of the outstanding common stock of
Medspa  Solutions,  Inc.  for 20,000 shares (post reverse-split) of common stock
with a fair value of $3,400,000. Prior to the acquisition by Winsted, the common
stock  of  Medspa  Solutions,  Inc  was  held  as  follows:

Winsted Holdings President and CEO:                        64.8%
Spouse of Winsted Holdings President and CEO:               8.8%
Employee of Winsted Holdings:                               8.8%
Consultant to Winsted Holdings:                             8.8%
Consultant to Winsted Holdings:                             8.8%
 Total                                                    100.0%

The  acquisition  of  Medspa  Solutions,  Inc.  should  not  be  considered  an
arms-length  transaction  as  none of the shareholders of Medspa Solutions, Inc.
were unaffiliated with the Company prior to the acquisition of Medspa Solutions,
Inc.  by  the  Company.

Preferred  Stock  Issued  to  Chief  Executive  Officer

During  the  years ended December 31, 2004, the Company issued 50,000,000 shares
of  preferred  stock with a fair value of $56,092,000 to its President and Chief
Executive  Officer  as  compensation.  The preferred shares are convertible into
shares  of  common  stock  at  the  rate of 1 preferred share for each 20 common
shares.  The  preferred shares were valued at the market price of the underlying
common  shares.

Employment  of  Spouse  of  Chief  Executive  Officer

The Company employs the spouse of its Chief Executive Officer. During the twelve
months  ended  December  31,  2004, the spouse was paid a salary of $26,000, and
also  received  non-cash  compensation  in the form of stock options with a fair
value  of  $13,387.

10. COMMITMENTS AND CONTINGENCIES

Employment  Contract

On  March  7,  2003, and as subsequently amended on August 14, 2003 and November
24,  2003,  the  Company  entered into a five-year employment agreement with its
Chief  Executive  Officer.  The  agreement  calls  for  the  following:


                     2003         2004         2005         2006         2007
                     ----         ----         ----         ----         ----
Base salary       $350,000     $400,000     $450,000     $500,000     $550,000

Bonus - cash      $50,000 to   $50,000 to   $50,000 to   $50,000 to   $50,000 to
                  $100,000     $100,000     $100,000     $100,000     $100,000

Stock options        *            *              *           *            *

* less than one share, post reverse-splits.

During  the  years  ended  December  31, 2004 and 2003, the Company has paid the
Company's  Chief  Executive Officer in the form of cash and the Company's common
stock substantially in excess of his employment agreement. Also, during the year
ended December 31, 2004, the Company has paid the Chief Executive Officer in the
form  of  Preferred  Stock  substantially in excess of his employment agreement.

In  addition,  the agreement calls for stock awards of up to less than one share
(post  reverse-split)  of  either common stock or preferred stock based upon the
Company  reaching  certain  milestones.

During the year ended December 31, 2003, the Company settled a note payable to a
related  party  in  the amount of $117,006 for 1,500,000 shares of the Company's
restricted  common  stock  with  an  estimated  fair  value  of  $105,000.

During  the  year  ended  December 31, 2003 a shareholder of the Company forgave
amounts  due  to  him  in the amount of $11,675, which the Company recorded as a
capital  contribution.

Lease  Commitments

The  Company  leases office warehouse space under a 62-month operating leases in
Irvine,  CA  for  its  corporate  use, which expires in November 30, 2009. Total
lease  rental  expenses  for the years ended on September 30, 2003 and 2002, was
$185,091  and  $83,947,  respectively.  Commitments  for  minimum  rentals under
non-cancelable  leases  at  September  30,  2003  are  as  follows:

<TABLE>
<CAPTION>
<S>                                           <C>
2005                                          69,779
----                                          ------
2006                                          71,440
----                                          ------
2007                                          73,102
----                                          ------
2008                                          74,763
----                                          ------
2009                                          76,424
----                                          ------
</TABLE>

For  most  of  the calendar year 2004 and all of 2003, the Company leased office
from  a  related  party.  For the years ended September 30, 2004 and 2003, lease
rent  expense-related  party (included in rental expenses above) was $37,315 and
$11,945,  respectively.

In  2002,  the  Company  canceled  or terminated various office leases that were
being  rented for approximately $4,000 per month. Beginning in 2003, the Company
rented  an  office  at an annual rental of $16,800. As of December 31, 2003, the
Company  occupied  an  aggregate  of  approximately 2,300 square feet in Newport
Beach  under  month-to-month  leases,  for  an  annual  rental  of  $49,776.


Contingencies

During  the  years  ended  December  31,  2003,  the  Company  filed a series of
Registration  Statements  on  SEC  Form  S-8 registering shares of the Company's
common  stock  (see  Note  9).  The Company issued shares of its common stock in
excess  of  the  shares authorized under the plans. As a result, the Company may
have  violated federal and state securities laws in connection with the issuance
of  those  shares.

In  the  event  that any of the exemptions from registration with respect to the
issuance  of  the  Company's  common  stock  under  federal and applicable state
securities  laws  were  not  available,  the Company may be subject to claims by
federal  and  state  regulators  for  any  such  violations. In addition, if any
purchaser of the Company's common stock were to prevail in a suit resulting from
a  violation  of federal or applicable state securities laws with respect to the
unavailability  of  such  exemption,  the  Company could be liable to return the
amount  paid  for  such securities with interest thereon, less the amount of any
income  received  thereon, upon tender of such securities, or for damages if the
purchaser  no  longer  owns  the  securities.  As of the date of these financial
statements  ,  the Company is not aware of any alleged specific violation or the
likelihood  of  any  claim.  There can be no assurance that litigation asserting
such claims will not be initiated, or that the Company would prevail in any such
litigation.

The  Company  is  unable  to  predict  the extent of its ultimate liability with
respect to any and all future securities matters. The costs and other effects of
any future litigation, government investigations, legal and administrative cases
and  proceedings,  settlements, judgments and investigations, claims and changes
in  this  matter could have a material adverse effect on the Company's financial
condition  and  operating  results.

11. INCOME TAXES

Due  to  the  Company's operating losses, there was no provision for U.S. income
taxes  for  the  years  ended  December  31,  2004  and  2003.

For  income tax reporting purposes, the Company's aggregate unused net operating
losses  approximate  $66,000,000,  which  expires  through  2024,  subject  to
limitations  of  Section  382  of  the  Internal  Revenue  Code, as amended. The
deferred  tax  asset  related  to the carryforward is approximately $22,000,000.

The  Company has provided a valuation reserve against the full amount of the net
operating  loss  benefit,  since  in  the  opinion  of management based upon the
earning  history  of  the  Company, it is more likely than not that the benefits
will  be  realized.

Components  of  deferred  tax  assets  as  of  December 31, 2004 are as follows:


Non Current:
Net operating loss carryforward       $ 22,000,000
Valuation allowance                    (22,000,000)
                                      -------------
Net deferred tax asset                $         --
                                      =============


12. STOCK OPTIONS

During  the  year  ended December 31, 2003, the Company authorized four Employee
Stock  Incentive  Plans  ("ESIP")  for  2003  and four Non-Employee Director and
Consultant's  Retainer  Stock Plans ("NDCRSP") for 2003. The purpose of the ESIP
is to provide stock incentive to employees of the Company. Under the ESIP plans,
employees  are  entitled  to  purchase shares for no less than 80% of the market
price of the company's common stock. The Compensation Committee of the Company's
Board  of  Directors  approves  shares  issued  under  the  plan.

The  purpose  of the NDRCSP is to attract non-employee directors and consultants
who  capable  of  improving  the  success  of  the Company by providing a direct
economic  interest  to  Company  performance.  Under  the  terms  of  this plan,
non-employee directors or consultants may be compensated through the issuance of
Company stock at a deemed value of $0.0009 per share. The Compensation Committee
of  the  Company's  Board  of  Directors  administers  the  plan.

The  following  table  summarizes  the  changes  in  options outstanding and the
related  prices  for  the  shares  of  the  Company's  common  stock  issued  to
shareholders  and  employees  at  December  31,  2004.

<TABLE>
<CAPTION>
                                                                (All prices and option amounts are
                                                                 presented post reverse-splits. The
                                                                 symbol * denotes less than one share
                                                                 on a post reverse-split basis)

                                                              2004                          2003
<S>                                                <C>           <C>             <C>           <C>
                                                     Options        Average           Options      Average
                                                                 Exercise Price                 Exercise Price
Outstanding at beginning of period                           -           -               -            -
Granted                                                  4,982    $   38.51              *       $ 386,426.48
Exercised                                               (4,982)      (38.51)             1         386,426.48
Outstanding at end of period                                 -           -               -            -
Options exercisable at year end                              -           -               -            -
Options available for future grant                 170,223,818         (A)               1            (A)
Weighted-average fair value of options
  granted during the period                              4,982    $   38.51               1      $ 386,426.48
</TABLE>



(A)  The  exercise  price  is  85%  of  market  value  at the time the option is
     exercised;  thus  it  is  not  possible  to  determine the weighted-average
     exercise  price  of  stock  options  not  yet  exercised.

The weighted-average fair value of stock options granted to employees during the
years  ended  December  31,  2004  and 2003 and the weighted-average significant
assumptions  used  to  determine those fair values, using a Black-Scholes option
pricing  model  are  as  follows:


                                                           2004           2003
                                                           ----           ----
Significant assumptions (weighted average)

  Risk-free interest rate at grant date                    3.75%          2.65%

  Expected stock price volatility                          328%            189%

  Expected dividend payout                                   0               0

  Expected option life-years based on contractual
    expiration dates                                       .02             .02


In  nearly  every  case,  options  are  exercised  via  a  cashless  transaction
immediately upon issuance. For this reason, the life of the options is deemed to
be  one  week,  or  .02  years.

If the Company recognized compensation cost for the non-qualified employee stock
option  plan  in  accordance with SFAS No. 123, the Company's pro forma net loss
and  net  loss  per share would have been $(62,718,607) and $(33,114.36) for the
year  ended December 31, 2004 and $(3,369,743) and $(22,464,953.33) for the year
ended  December  31,  2003,  respectively.

<TABLE>
<CAPTION>
                                                            2004             2003
                                                        -------------      -----------
<S>                                                    <C>             <C>
Net loss, as reported                                  $ (62,591,443)  $    (3,308,609)

Add: Compensation recognized under APB 25                    191,832            226,400
Less:  Compensation recognized under SFAS 123               (318,996)         (287,534)

                                                        -------------      ------------
Pro forma net loss                                     $ (62,718,607)  $    (3,369,743)
                                                        =============  ================
Earnings per share:
Basic and diluted loss per share:
     As reported                                        $ (33,047.22)  $(22,057,393.33)
     Pro forma                                          $ (33,114.36)  $(22,464,953.33)
</TABLE>

13 - SUBSEQUENT EVENTS

Reverse Stock-Splits

The Board of Directors approved the following reserve stock splits:

-  1-for-1000 reverse stock-split effective March 5, 2005.

For  the  purposes  of financial statement presentation, all share and per share
information has been restated to reflect the cumulative effects of these reverse
stock-splits.  Because  the  cumulative  effect  of  the splits is so large, the
restatement  of  shares  to  a  post  reverse-split basis sometimes results in a
fraction  of  a share. In these cases, the exact fraction is not stated, but the
phrase  "less  than  one  share"  is  used.

After  the Company's 1-for-1000 reserve split which was effective March 5, 2005,
the  Company  had  outstanding  1,036,742  shares  of common stock. From March 6
through  April  1,  2005,  the  Company issued the following number of shares of
common  stock:

-    approximately  114,166,668  shares  to  consultants
-    80,000,000  shares  to the Company's CEO for conversion of 4,000,000 shares
     of  preferred    stock;
-    13,500,000  shares  to  employees  for  the  exercise  of  options.

As of April 1, 2004, the Company has 208,623,538 shares of common stock
outstanding.


<PAGE>