SECURIITES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB/A

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

Date of Report: December 31, 2002

NEUTRON ENTERPRISES, INC. 
  (Exact name of registrant as specified in its charter)

|Nevada                                                               | 333-56516                | 98-0338100                       
|-------------------------------------------------------------------- | ------------------------ | ---------------------------------
|(State of other jurisdiction of
      incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.)

#201  15225 Thrift Avenue, White Rock, BC, Canada, V4B
  2K9 
  (Address of principal executive offices)

Registrants telephone number: (604) 535-3955

(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, 2002.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                        
|[  ] | Transition report under Section 13 or 15(d) of the securities exchange
      act of 1934                                               

Securities registered under Section 12(b) of the Exchange Act:

Securities registered under Section 12(g) of the Exchange Act:

Common stock

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

Check if there is no disclosure of delinquent filers in response to Item 405
  or Regulation S-B is not contained in this form, and no disclosure will be contained,
  to the best of registrants knowledge, in definitive proxy or information
  statements incorporated by reference in Part III of this Form 10-KSB or any
  amendment to this Form 10-KSB           [X]

State issuers revenues for its most recent fiscal year:      Nil

As of April 3, 2002, the aggregate market value of the voting stock held by non-affiliates, approximately 2,250,000 shares of Common Stock, was approximately $3,375,000 based on an average of the bid and ask prices of approximately $1.50 per share
of Common Stock on such date.

The number of shares outstanding of the issuers Common stock, $.001 par value, as of April 3, 2002 was 3,150,000 shares.

---

PART I

Item 1. Description of Business

Business Development

Neutron Enterprises, Inc. ("Neutron") was incorporated on
  December 28, 2000 in the state of Nevada. Neutron has never declared bankruptcy,
  they have never been in receivership, and they have never been involved in any
  legal action or proceedings what so ever. Since becoming incorporated, Neutron
  has not made any significant purchases or sales of assets, nor has it been involved
  in any mergers, acquisitions or consolidations.

Business of Issuer

Neutron plans to be a heavy equipment marketing company intending
  to operate exclusively as a web-based business with the address www.bigticketitemsonline.com
  ("Neutron website" or "website"). The website is currently underway, and the
  Company hopes to have it operational within a reasonable time. Neutron has hired
  a consultant to develop the website and provide additional services to insure
  the website will be available for potential customers. Completion of the website
  in the next twelve months is dependent on additional financing.

The Neutron website will be a trading "Exchange" that will
  offer for sale pre-owned or used transportation and heavy construction equipment.
  The website will allow for the listing of virtually every type of transportation
  and heavy construction equipment available. In addition to an extensive listing
  of equipment for sale, the website will also provide other services that are
  of interest to the owners and users of heavy equipment

Those services will include: financing through banks and financial
  houses; third party appraisals that will provide independent valuations of items
  that are listed for sale; shipping and transportation services to move equipment
  from sellers to the buyers; and rigging and set-up services to help put the
  new equipment into service once the purchaser takes possession.

The site will also have many other informative and useful
  features including: links to trade associations, magazines and newsletters,
  industry information and news events, and on-line want ads.

Potential buyers and browsers on the www.bigticketitemsonline.com
  website will have round-the-clock access to inventory that may come from anywhere
  in the world. Visitors will be able to search through the numerous listings
  to find the piece of equipment that fits their needs. Neutron's intention is
  to create a virtual environment that will bring buyers and sellers together,
  and offer them the professional support and services necessary to successfully
  complete the sale transaction.

Neutron believes that the nature of the products and services
  being offered, and the level of knowledge and expertise of its clientele will
  demand a no-nonsense, practical approach to website design. Visitors to the
  website will be business people with very precise needs and limited time. In
  order to ensure a positive shopping experience, Neutron will need to design
  bigticketitemsonline.com to be informative, intuitive, quick and simple to use.

In addition to displaying each piece of equipment being offered
  for sale, the Neutron website will provide a full description of the item, along
  with third party appraisal and inspection reports, and information on shipping
  options, set-up services and rigging. Insurance and escrow services provided
  by third parties will also be available on the Neutron website. By using these
  services both buyers and sellers will have the convenience and confidence of
  knowing that transactions are safe and secure, and that purchase items and proceeds
  will be delivered and disbursed promptly as per the terms and conditions of
  each transaction.

The Neutron website will also include regular feature articles
  about specific issues of interest to bigticketitemsonline.com clientele. Topics
  may include financing and taxation news, trade developments, reports on the
  logging, construction and transportation industries, as well as trends and news
  in the transportation and airline industries. There will also be links to other
  websites containing new product development and research findings, as well as
  access to industry associations and trade organizations.

---

Finally, the website will include on-line want ads and bulletin
  boards, where visitors will be able to ask questions, leave messages and communicate
  with buyers, sellers and colleagues from around the world.

Sellers utilizing the listing service will have the option
  of using one of two different marketing methods. They will be able to either
  set a fixed price for the item they are selling, or they will be able to have
  the item sold through the silent auction process. In either case, there are
  no up-front costs to the buyer or the seller. A basic commission of from 5 to
  20 percent will be charged on the sale of each piece of equipment. Commission
  on a piece of heavy equipment sold for $5,000 or less will be 20%. As the value
  of the equipment increases, the commission rate decreases. Items sold for $500,000
  or more will carry a sales commission of 5%. The commission structure for sale
  of services will follow similar principles. A final model for service commissions
  will be determined after consultation and negotiations with service providers
  during the second half of this year.

In all cases, the seller or service provider will be charged
  the sales commission. The commissions will be paid directly to Neutron out of
  the proceeds of each sale. Purchasers will be responsible for paying all transportation,
  insurance and set-up costs unless otherwise arranged, and sellers will be responsible
  for escrow charges. Since many of the buyers and sellers using the Neutron service
  will be knowledgeable about the market values of the equipment being offered
  for sale, appraisals will not be mandatory. If, however, an appraisal is ordered
  it will be paid for by the party requesting the service.

The highly specialized nature of each piece of equipment and
  the large size present certain problems that are unique to the heavy equipment
  industry. In many cases, there is no local market for very specialized items,
  and new equipment dealers are not always willing to take equipment on trade.
  This can make it difficult for used equipment owners to dispose of their surplus
  assets, and it also makes it difficult for potential buyers to locate used equipment.

Heavy equipment auctions and sales brokers solve the problem
  of locating equipment and putting buyers and sellers together, however, both
  of these options remain very expensive and time consuming, especially for buyers.
  Moving the equipment is expensive, and there is the added cost of traveling
  to and from auctions and sales lots to look for suitable equipment. Because
  of this, many used heavy equipment items simply never make it to the market
  place.

Neutron plans to develop and maintain market share by offering
  customers an efficient and cost-effective method for buying and selling used
  heavy equipment. By providing a comprehensive service and support package, Neutron
  believes it can deliver its products quickly, efficiently, and at a lower cost
  than has been traditionally available.

Currently, there are several other companies offering the
  same type of products and services as Neutron intends to provide. During the
  next year Neutron has no intention to compete directly with these pre-existing
  businesses for their customers. These companies are better known and established
  with well-developed policies, procedures, and systems; experienced staff and
  management; and, more substantial financial resources than Neutron. Neutron
  has no special or unique plan to compete for market share against these existing
  on-line service providers, other than to provide the best possible service and
  to make the shopping experience as efficient and enjoyable as possible.

Neutron believes that the strong growth in the number of Internet
  subscribers and the resultant increase in e-commerce provides sufficient opportunity
  to build market share in this growing marketplace. The marketing plan Neutron
  has developed and described in this section is based on this factor as well
  as the traditional principles of providing good customer service and a pleasant
  shopping experience.

Neutron has no plans to develop new products or services.
  All products and services that will be offered for sale are currently available
  from a variety of sources. Since it is an Internet based sales agency, Neutron
  also has no need or plans for warehousing, storage or store facilities. All
  equipment being offered for sale will remain on the seller's property or in
  the seller's possession, until a sale has been completed. At that time, the
  item will be shipped directly to the buyer. Neutron's clientele will include
  individual or corporate buyers and sellers, heavy equipment dealers, brokers
  and auction houses.

All of the services that Neutron plans on providing are currently
  available from numerous independent contractors and other sources. Making these
  services available to clients will simply be a matter of listing them on the
  website. To date, Neutron has not entered into any contracts with service providers
  nor has it contacted anyone regarding future relationships. Selecting service
  providers will be a matter of

---

deciding on the most appropriate supplier at the time the
  services are required. The most significant factors determining the selection
  of suitable service providers will be geographic location and availability.
  Neutron intends to build its base of service providers on an at-need basis.
  Once a service provider has been retained for a specific assignment, that provider's
  name will be added to our list of contacts for future use. Since we have no
  indication or assurance of exactly where future equipment sales will take place,
  we do not believe it is practical to enter into advance service supply contracts.

Since Neutron will be developing its own corporate image and
  identity, there will be no need to pay licensing, patent, trademark or franchise
  fees. Because of the nature of the operations, environmental issues are not
  a significant concern.

As Neutron is newly incorporated, it has just begun research
  and development. Neutron currently has no employees, and does not plan on hiring
  employees in the next twelve months. Neutron's directors and officers will undertake
  as much of the planning and development work as they can, without cost to Neutron.
  Qualified consultants will provide any work that cannot be completed by the
  directors and officers.

Reports to Security Holders   Neutron
  will voluntarily make available an annual report including audited financials
  on Form 10-K or Form 10-KSB to security holders.

The public may read and copy any materials filed with the
  SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
  D.C. 20549. The public may obtain information on the operation of the Public
  Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet
  site that contains reports, proxy and information statements, and other information
  regarding issuers that file electronically with the SEC at http://www.sec.gov.

Item 2. Description of Property.

Neutron's principal place of business and corporate offices
  approximately 150 sq. ft. of a 2,500 sq. ft. office at #201  15225 Thrift
  Avenue, White Rock, B.C., Canada, V4B 2K9. This office is used by Nanuk Warman,
  which is rented from White Rock Office Services, Ltd., an un-affiliated company,
  at approximately $325.00 ($477.49 CDN) per month on a month-to-month lease.
  This lease became effective as of October 1, 2001.

Neutron does not do any investments in real estate or have
  any interests in real estate. Neutron does not invest in real estate mortgages.
  Neutron does not invest in Securities of or interests in persons primarily engaged
  in real estate activities.

Item 3. Legal Proceedings

Neutron is not a party to any pending legal proceedings.

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

No matter was submitted during the fourth quarter of the fiscal
  year ended December 31, 2002, to a vote of security holders, through the solicitation
  of proxies or otherwise.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Market for Stock.

Neutron common stock listed is traded on the Over-the-Counter-Bulletin-Board
  (OTCBB) under the symbol NUTE. Over the past 60 days, the stock has traded at
  a low of $2.50 and a high of $4.50. During that time, there were an estimated
  20,000 shares traded.

---

Holders.

As of December 31, 2002, the company had approximately 38 shareholders of record of its common stock.

Dividends.

As of December 31, 2002, registrant has not paid any dividends
  to its shareholder. There are no restrictions which would limit the ability
  of Neutron to pay dividends on common equity or that are likely to do so in
  the future. Neutron does not intend to pay dividends to its shareholders in
  the foreseeable future.

Recent Sales of Unregistered Securities

We have not sold securities during the fiscal year ended December
  31, 2002, without registering the securities under the Securities Act of 1933.

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

Neutron plans to be a heavy equipment marketing company intending
  to operate exclusively as a web-based business with the address www.bigticketitemsonline.com
  ("Neutron website" or "website"). The website design is currently underway,
  and the Company hopes to have it operational within a reasonable time. Neutron
  has hired a consultant to develop the website and provide additional services
  to insure the website will be available for potential customers. Completion
  of the website in the next twelve months is dependent on additional financing.

The Neutron website will be a trading "Exchange" that will
  offer for sale pre-owned or used transportation and heavy construction equipment.
  The website will allow for the listing of virtually every type of transportation
  and heavy construction equipment available. In addition to an extensive listing
  of equipment for sale, the website will also provide other services that are
  of interest to the owners and users of heavy equipment

The site will also have many other informative and useful
  features including: links to trade associations, magazines and newsletters,
  industry information and news events, and on-line want ads.

Sellers utilizing the listing service will have the option
  of using one of two different marketing methods. They will be able to either
  set a fixed price for the item they are selling, or they will be able to have
  the item sold through the silent auction process. In either case, there are
  no up-front costs to the buyer or the seller. A basic commission of from 5 to
  20 percent will be charged on the sale of each piece of equipment. In all cases,
  the seller or service provider will be charged the sales commission. The commissions
  will be paid directly to Neutron out of the proceeds of each sale. Purchasers
  will be responsible for paying all transportation, insurance and set-up costs
  unless otherwise arranged, and sellers will be responsible for escrow charges.

Neutron plans to develop and maintain market share by offering
  customers an efficient and cost-effective method for buying and selling used
  heavy equipment. By providing a comprehensive service and support package, Neutron
  believes it can deliver its products quickly, efficiently, and at a lower cost
  than has been traditionally available.

Neutron has no plans to develop new products or services.
  All products and services that will be offered for sale are currently available
  from a variety of sources. Since it is an Internet based sales agency, Neutron
  also has no need or plans for warehousing, storage or store facilities. All
  equipment being offered for sale will remain on the seller's property or in
  the seller's possession, until a sale has been completed. At that time, the
  item will be shipped directly to the buyer.

---

To date, Neutron has not entered into any contracts with service
  providers nor has it contacted anyone regarding future relationships Neutron
  intends to build its base of service providers on an at-need basis. Since Neutron
  will be developing its own corporate image and identity, there will be no need
  to pay licensing, patent, trademark or franchise fees. Because of the nature
  of the operations, environmental issues are not a significant concern.

As Neutron is newly incorporated, it has just begun research
  and development. Neutron currently has no employees, and does not plan to hire
  employees in the next twelve months. Neutron's directors and officers will undertake
  as much of the planning and development work as they can, without cost to Neutron.
  Qualified consultants will provide any work that cannot be completed by the
  directors and officers.

All funds required during the next twelve (12) months will
  be raised through debt or equity financing, by way of loans from members of
  the Board of Directors and private placements in accordance with Regulation
  D, Rule 505. Neutron plans to raise up to $225,000 during the next twelve (12)
  months of operation.

At December 31, 2002, the Company had cash of approximately
  $17,800, compared to $7,000 at December 31, 2001. The increase resulted primarily
  from the sale of common stock during 2002 of $45,200, reduced by current year
  operating losses.

The Company does not have any other significant assets.

The Company incurred a net loss of $31,968 for 2002 compared
  to $33,756 for 2001. No revenue was realized in either year. In both year, the
  Companys expenses consisted of legal, audit, and other similar expenses
  incident to the organization of the Company and implementation of its business
  plan.

As indicated in Note 2 to the financial statements, although
  management is currently attempting to implement its business plan and is seeking
  additional sources of equity or debt financing, there is no assurance these
  activities will be successful. Accordingly, the Company must rely on its officers
  and directors to perform essential functions without compensation until a business
  operation can be commenced. These factors raise substantial doubt about the
  ability of the Company to continue as a going concern. The financial statements
  do not include any adjustments that might result from the outcome of this uncertainty.



---

NEUTRON ENTERPRISES, INC. INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

Item 7. Financial Statements

|A.                                                                                                                                                                                                                                          | Financial statements
      Report of independent certified public accountants
      Balance sheet, December 31, 2002
      Statements of loss for the years ended 
              December 31, 2002 and 2001, and for the
        periods from 
              inception, December 28, 2000 through December
        31, 2002
      Statements of stockholders deficit for the years ended 
              December 31, 2002 and 2001, and for the
        periods from 
              inception, December 28, 2000 through December
        31, 2002
      Statements of cash flows for the years ended 
              December 31, 2002 and 2001, and for the
        periods from 
              inception, December 28, 2000 through December
        31, 2002
      Notes to financial statements
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|B.                                                                                                                                                                                                                                          | Financial statement schedules                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Schedules are omitted because of the absence
      of the conditions under which they are required, or because the information
      required by such omitted schedule is contained in the financial statements
      or the notes thereto.

---



| | 5 Briardale Court
        Houston, Texas 77027-2904
        (713) 552-9800
        FAX (713) 552-9700
        www.batemanhouston.com
| | ------------------------------------------------------------------------------------------------------------------------------------

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To The Board of Directors and Stockholders 
  Neutron Enterprises, Inc.

We have audited the accompanying balance sheet of Neutron
  Enterprises, Inc. (a Nevada corporation and a development stage enterprise)
  as of December 31, 2002, and the related statements of loss, stockholders
  deficit, and cash flows for the two years then ended, and for the period from
  inception, December 28, 2000, through December 31, 2002. These financial statements
  are the responsibility of the Company's management. Our responsibility is to
  express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above
  present fairly, in all material respects, the financial position of Neutron
  Enterprises, Inc. (a development stage enterprise) as of December 31, 2002,
  and the results of its operations and its cash flows for the two years then
  ended, and from inception, December 28, 2000, through December 31, 2002, in
  conformity with accounting principles generally accepted in the United States
  of America.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 2 to
  the financial statements, the Company is not currently engaged in a business
  and has suffered losses from development stage activities to date, which raise
  substantial doubt about its ability to continue as a going concern. Management's
  plans in regard to these matters are also described in Note 2. The financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.



Houston, Texas 
  March 27, 2003



Member 
  INTERNATIONAL ASSOCIATION OF PRACTISING ACCOUNTANTS 
  Offices in Principal Cities Around The World

---

|NEUTRON ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Balance Sheet                   
|December 31, 2002               
|                                

|ASSETS                                                        |   |         |  
|------------------------------------------------------------- | - | ------- | -
|Current assets:                                               |   |         |  
|Cash                                                          | $ | 17,859  |  
|Prepaid expenses                                              |   | 730     |  
|                                                              |   |         |  
|Total
      current assets                                    |   | 18,589  |  
|                                                              |   |         |  
|Property and equipment:                                       |   |         |  
|Office and computer
      equipment, net of                   |   |         |  
|accumulated depreciation
      of $ 74                        |   | 183     |  
|                                                              |   |         |  
|Other assets:                                                 |   |         |  
|Website development
      costs in progress                   |   | 1,303   |  
|                                                              |   |         |  
|Total
      assets                                            | $ | 20,075  |  
|                                                              |   |         |  
|LIABILITIES                                                   |   |         |  
|Current liabilities:                                          |   |         |  
|Accounts payable and
      accrued expenses                   | $ | 1,173   |  
|                                                              |   |         |  
|Total
      current liabilities                               |   | 1,173   |  
|                                                              |   |         |  
|Noncurrent liabilities:                                       |   |         |  
|Note payable, related
      party                             |   | 40,354  |  
|                                                              |   |         |  
|Total
      liabilities                                       |   | 41,527  |  
|                                                              |   |         |  
|STOCKHOLDERS' EQUITY (DEFICIT)                                |   |         |  
|Common stock, $ .001 par value, 100,000,000
      authorized, |   |         |  
|3,150,000 shares issued
      and outstanding                 |   | 3,150   |  
|Capital in excess of par value                                |   | 43,050  |  
|Deficit accumulated during the development
      stage        |   | (67,652 | )
|                                                              |   |         |  
|Total stockholders'
      equity (deficit)                    |   | (21,452 | )
|                                                              |   |         |  
|Total liabilities
      and stockholders' equity (deficit)    | $ | 20,075  |  
|                                                              |   |         |  

The accompanying notes are an integral part of these statements.

---

|NEUTRON ENTERPRISES, INC.               
|----------------------------------------
|(A development stage enterprise)        
|Statements of Loss For The Periods Ended
|December 31, 2002 and 2001              
|                                        

|Cumulative, Inception                              |   |              |   |   |                          |   |  
|-------------------------------------------------- | - | ------------ | - | - | ------------------------ | - | -
|December 28, 2000                                  |   |              |   |   |                          |   |  
|                                                   |   | Through      |   |   | Years Ended December 31, |  
|                                                   |   | December 31, |   |   |                          |   |  
|                                                   |   | 2002         |   |   | 2002                     |   |  
|                                                   |   |              |   |   |                          |   |  
|                                                   |   |              |   |   |                          |   |  
|Revenues                                           | $ | -            |   | $ | -                        |   | $
|                                                   |   |              |   |   |                          |   |  
|                                                   |   |              |   |   |                          |   |  
|General and administrative expenses                |   | 67,159       |   |   | 31,968                   |   |  
|                                                   |   |              |   |   |                          |   |  
|Operating (loss)                                   |   | (67,159      | ) |   | (31,968                  | ) |  
|                                                   |   |              |   |   |                          |   |  
|                                                   |   |              |   |   |                          |   |  
|Other income (expense):                            |   |              |   |   |                          |   |  
|Interest expense                                   |   | (493         | ) |   | (451                     | ) |  
|                                                   |   |              |   |   |                          |   |  
|Total other income
      (expense)                 |   | (493         | ) |   | (451                     | ) |  
|                                                   |   |              |   |   |                          |   |  
|(Loss) before taxes                                |   | (67,652      | ) |   | (32,419                  | ) |  
|                                                   |   |              |   |   |                          |   |  
|                                                   |   |              |   |   |                          |   |  
|Provision (credit) for taxes on income:            |   |              |   |   |                          |   |  
|Current                                            |   | -            |   |   | -                        |   |  
|Deferred                                           |   | -            |   |   | -                        |   |  
|                                                   |   |              |   |   |                          |   |  
|Total provision (credit)
      for taxes on income |   | -            |   |   | -                        |   |  
|                                                   |   |              |   |   |                          |   |  
|Net (loss)                                         | $ | (67,652      | ) | $ | (32,419                  | ) | $
|                                                   |   |              |   |   |                          |   |  
|                                                   |   |              |   |   |                          |   |  
|                                                   |   |              |   |   |                          |   |  
|Basic earnings (loss) per common share             |   |              |   | $ | (0.02                    | ) | $
|                                                   |   |              |   |   |                          |   |  
|                                                   |   |              |   |   |                          |   |  
|Weighted average number of shares outstanding      |   |              |   |   | 1,911,096                |   |  
|                                                   |   |              |   |   |                          |   |  

The accompanying notes are an integral part of these statements.

---

|NEUTRON ENTERPRISES, INC.                                               
|------------------------------------------------------------------------
|(A development stage enterprise)                                        
|Statements of Stockholders' Deficit For The Period
      From Inception,
|December 28, 2000 through December 31, 2002                             
|                                                                        

|                             |  |              |  |   |        |  |   |            |  |   | Deficit     |   |   |         |  
|---------------------------- |  | ------------ |  | - | ------ |  | - | ---------- |  | - | ----------- | - | - | ------- | -
|                             |  |              |  |   |        |  |   |            |  |   | Accumulated |   |   |         |  
|                             |  | Common Stock |  |   |        |  |   | During the |  |   |             |  
|                             |  |              |  |   |        |  |   | Capital in |  |   | Development |   |   |         |  
|                             |  | Shares       |  |   | Amount |  |   | Excess of  |  |   | Stage       |   |   | Total   |  
|                             |  |              |  |   |        |  |   |            |  |   |             |   |   |         |  
|                             |  |              |  |   |        |  |   |            |  |   |             |   |   |         |  
|                             |  |              |  |   |        |  |   |            |  |   |             |   |   |         |  
|Inception, December 28, 2000 |  | -            |  | $ | -      |  | $ | -          |  | $ | -           |   | $ | -       |  
|Stock issued for cash        |  | 100,000      |  |   | 100    |  |   | 900        |  |   |             |   |   | 1,000   |  
|Development stage net (loss) |  |              |  |   |        |  |   |            |  |   | (1,435      | ) |   | (1,435  | )
|                             |  |              |  |   |        |  |   |            |  |   |             |   |   |         |  
|Balances, December 31, 2000  |  | 100,000      |  |   | 100    |  |   | 900        |  |   | (1,435      | ) |   | (435    | )
|                             |  |              |  |   |        |  |   |            |  |   |             |   |   |         |  
|Development stage net (loss) |  |              |  |   |        |  |   |            |  |   | (33,798     | ) |   | (33,798 | )
|                             |  |              |  |   |        |  |   |            |  |   |             |   |   |         |  
|Balances, December 31, 2001  |  | 100,000      |  |   | 100    |  |   | 900        |  |   | (35,233     | ) |   | (34,233 | )
|                             |  |              |  |   |        |  |   |            |  |   |             |   |   |         |  
|Stock issued for cash        |  | 3,050,000    |  |   | 3,050  |  |   | 42,150     |  |   |             |   |   | 45,200  |  
|Development stage net (loss) |  |              |  |   |        |  |   |            |  |   | (32,419     | ) |   | (32,419 | )
|                             |  |              |  |   |        |  |   |            |  |   |             |   |   |         |  
|Balances, December 31, 2002  |  | 3,150,000    |  | $ | 3,150  |  | $ | 43,050     |  | $ | (67,652     | ) | $ | (21,452 | )
|                             |  |              |  |   |        |  |   |            |  |   |             |   |   |         |  

The accompanying notes are an integral part of these statements.

---

|NEUTRON ENTERPRISES, INC.                     
|----------------------------------------------
|(A development stage enterprise)              
|Statements of Cash Flows For The Periods Ended
|December 31, 2002 and 2001                    
|                                              

|Cumulative, Inception                              |   |              |   |   |                          |   |  
|-------------------------------------------------- | - | ------------ | - | - | ------------------------ | - | -
|December 28, 2000                                  |   |              |   |   |                          |   |  
|                                                   |   | Through      |   |   | Years Ended December 31, |  
|                                                   |   | December 31, |   |   |                          |   |  
|                                                   |   | 2002         |   |   | 2002                     |   |  
|                                                   |   |              |   |   |                          |   |  
|Cash flows from operating activities:              |   |              |   |   |                          |   |  
|Net (loss)                                         | $ | (67,652      | ) | $ | (32,419                  | ) | $
|Adjustments to reconcile net (loss) to
      cash  |   |              |   |   |                          |   |  
|flows from development
      stage operations:     |   |              |   |   |                          |   |  
|Depreciation                                       |   | 74           |   |   | 37                       |   |  
|Changes
      in operating assets and liabilities: |   |              |   |   |                          |   |  
|Prepaid
      expenses                             |   | (730         | ) |   | 1,661                    |   |  
|Accounts
      payable and accrued expenses        |   | 1,173        |   |   | (1,313                   | ) |  
|                                                   |   |              |   |   |                          |   |  
|Net
      cash flows from operating activities     |   | (67,135      | ) |   | (32,034                  | ) |  
|                                                   |   |              |   |   |                          |   |  
|                                                   |   |              |   |   |                          |   |  
|Cash flows from investing activities:              |   |              |   |   |                          |   |  
|Acquisition of property
      and equipment        |   | (257         | ) |   | -                        |   |  
|Website development
      costs incurred           |   | (1,303       | ) |   | (326                     | ) |  
|                                                   |   |              |   |   |                          |   |  
|Net
      cash flows from investing activities     |   | (1,560       | ) |   | (326                     | ) |  
|                                                   |   |              |   |   |                          |   |  
|                                                   |   |              |   |   |                          |   |  
|Cash flows from financing activities:              |   |              |   |   |                          |   |  
|Notes and advances from related parties            |   | 40,354       |   |   | (2,049                   | ) |  
|Proceeds from sale of common stock                 |   | 46,200       |   |   | 45,200                   |   |  
|                                                   |   |              |   |   |                          |   |  
|Net
      cash flows from financing activities     |   | 86,554       |   |   | 43,151                   |   |  
|                                                   |   |              |   |   |                          |   |  
|Net
      cash flows                               |   | 17,859       |   |   | 10,791                   |   |  
|                                                   |   |              |   |   |                          |   |  
|Cash and equivalents:                              |   |              |   |   |                          |   |  
|Beginning                                          |   | -            |   |   | 7,068                    |   |  
|                                                   |   |              |   |   |                          |   |  
|Ending                                             | $ | 17,859       |   | $ | 17,859                   |   | $
|                                                   |   |              |   |   |                          |   |  
|                                                   |   |              |   |   |                          |   |  
|Supplemental cash flow disclosures:                |   |              |   |   |                          |   |  
|Cash paid for interest                             | $ | 493          |   | $ | 451                      |   | $
|Cash paid for income taxes                         |   | -            |   |   | -                        |   |  

The accompanying notes are an integral part of these statements.

---

|NEUTRON ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|December 31, 2002 and 2001      
|                                

Note 1 - Organization and summary of significant accounting policies:
  
  Following is a summary of the Companys organization and significant accounting
  policies:

| | Organization and nature of business Neutron
        Enterprises, Inc. (the Company) is a Nevada corporation incorporated on
        December 28, 2000. It is based in Vancouver, British Columbia, Canada.
      The Companys intent is to become a marketing company
        that provides a trading exchange for pre-owned transportation and construction
        equipment. The Companys internet website is currently under construction
        and will be the centerpiece of its marketing operation. The website will
        display each piece of heavy equipment for sale, as well as offer third
        party appraisals and inspections, transportation insurance, and services
        for shipping, rigging and escrow. The site will also include links to
        trade associations, magazines and newsletters, industry information and
        on-line want ads. Customers will be able to place their orders via the
        internet in a secured e-commerce connection. The Company expects to market
        to a global customer base.
      To date, the Companys activities have been limited
        to its formation and the raising of equity capital. In its current development
        stage, management anticipates incurring substantial additional losses
        as it implements its business plan.
      Basis of presentation -The accounting and reporting
        policies of the Company conform to U.S. generally accepted accounting
        principles applicable to development stage enterprises.
      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 amount of revenues and expenses during the reporting period.
        Actual results could differ from those estimates. The Companys periodic
        filings with the Securities and Exchange Commission include, where applicable,
        disclosures of estimates, assumptions, uncertainties and concentrations
        in products and markets which could affect the financial statements and
        future operations of the Company.
      Cash and cash equivalents -For purposes of the
        statement of cash flows, the Company considers all cash in banks, money
        market funds, and certificates of deposit with a maturity of less than
        three months to be cash equivalents.
      Fair value of financial instruments and derivative
        financial instruments - The Company has adopted Statement of Financial
        Accounting Standards number 119, Disclosure About Derivative Financial
        Instruments and Fair Value of Financial Instruments. The carrying
        amounts of cash, accounts payable, and accrued expenses approximate fair
        value because of the short maturity of these items. These fair value estimates
        are subjective in nature and involve uncertainties and matters of significant
        judgment, and, therefore, cannot be determined with precision. Changes
        in assumptions could significantly affect these estimates. The Company
        does not hold or issue financial instruments for trading purposes, nor
        does it utilize derivative instruments in the management of its foreign
        exchange, commodity price or interest rate market risks.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|NEUTRON ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|December 31, 2002 and 2001      
|                                

| | Federal income taxes - Deferred income taxes
        are reported for timing differences between items of income or expense
        reported in the financial statements and those reported for income tax
        purposes in accordance with Statement of Financial Accounting Standards
        number 109 Accounting for Income Taxes, which requires the use
        of the asset/liability method of accounting for income taxes. Deferred
        income taxes and tax benefits are recognized for the future tax consequences
        attributable to differences between the financial statement carrying amounts
        of existing assets and liabilities and their respective tax bases, and
        for tax loss and credit carryforwards. Deferred tax 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 recovered
        or settled. The Company provides deferred taxes for the estimated future
        tax effects attributable to temporary differences and carryforwards when
        realization is more likely than not.
      Depreciation - Office and computer equipment
        are stated at cost less accumulated depreciation computed principally
        using accelerated methods over the estimated useful lives of the assets.
      Net income per share of common stock - The Company
        has adopted FASB Statement Number 128, Earnings per Share, which
        requires presentation of basic and diluted EPS on the face of the income
        statement for all entities with complex capital structures and requires
        a reconciliation of the numerator and denominator of the basic EPS computation
        to the numerator and denominator of the diluted EPS computation. In the
        accompanying financial statements, basic earnings per share of common
        stock is computed by dividing net income by the weighted average number
        of shares of common stock outstanding during the period. The Company did
        not have a complex capital structure requiring the computation of diluted
        earnings per share.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 2 - Uncertainty, going concern: 
  At December 31, 2002, the Company was not currently engaged in a business and
  had suffered losses from development stage activities to date. Although management
  is currently attempting to implement its business plan (see Note 1 above) and
  is seeking additional sources of equity or debt financing, there is no assurance
  these activities will be successful. Accordingly, the Company must rely on its
  officers and directors to perform essential functions without compensation until
  a business operation can be commenced. These factors raise substantial doubt
  about the ability of the Company to continue as a going concern. The financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

Note 3  Commitments: 
  The Company leases office space under a month-to-month lease for approximately
  $290 per month. Rent expense was $3,561 (2002) and $2,876 (2001).

The Company is a party to a consulting agreement entered into
  during 2001, whereby the consultant is committed to provide expert advice and
  consultation in matters relating to the heavy equipment sales and service industry.
  The services will be provided as needed by the Company, no expenses were incurred
  during the years ended December 31, 2002 or 2001.

---

|NEUTRON ENTERPRISES, INC.          
|-----------------------------------
|(A development stage enterprise)   
|Notes to Financial
      Statements
|December
      31, 2002 and 2001   
|                                   

Note 4 - Capital stock:Since its inception, the Company has issued shares of its common stock as
  follows:

| |          |                              |           |  | Price Per |  |         |  
| | -------- | ---------------------------- | --------- |  | --------- |  | ------- | -
| | Date     | Description                  | Shares    |  | Share     |  | Amount  |  
| |          |                              |           |  |           |  |         |  
| | 12/28/00 | Shares issued for cash       | 100,000   |  | $0.01     |  | $1,000  |  
| | 05/28/02 | Shares issued for cash       | 2,250,000 |  | 0.01      |  | 22,500  |  
| | 05/29/02 | Shares issued for cash       | 800,000   |  | 0.03      |  | 24,000  |  
| |          | Less, related issuance costs |           |  |           |  | (1,300  | )
| |          |                              |           |  |           |  |         |  
| | 12/31/02 | Cumulative Totals            | 3,150,000 |  |           |  | $46,200 |  
| |          |                              |           |  |           |  |         |  

Note 5 - Federal income tax: 
  The Company follows Statement of Financial Accounting Standards Number 109 (SFAS
  109), Accounting for Income Taxes. Deferred income taxes reflect the
  net effect of (a) temporary difference between carrying amounts of assets and
  liabilities for financial purposes and the amounts used for income tax reporting
  purposes, and (b) net operating loss carryforwards. No net provision for refundable
  Federal income tax has been made in the accompanying statement of loss because
  no recoverable taxes were paid previously. Similarly, no deferred tax asset
  attributable to the net operating loss carryforward has been recognized, as
  it is not deemed likely to be realized.

The provision for refundable Federal income tax consists of the following:

| |                                                | 2002    |   | 2001     |  
| | ---------------------------------------------- | ------- | - | -------- | -
| |                                                |         |   |          |  
| | Refundable Federal income tax attributable to: |         |   |          |  
| | Current operations                             | (11,000 | ) | $(12,000 | )
| | Less, Limitation due to absence of prior       |         |   |          |  
| | year taxable income                            | 11,000  |   | 12,000   |  
| |                                                |         |   |          |  
| | Net refundable amount                          | -       |   | -        |  
| |                                                |         |   |          |  

The cumulative tax effect at the expected rate of 34% of significant
  items comprising the Companys net deferred tax amounts as of December
  31, 2002 and 2001 are as follows:

| |                                     | 2002    |   | 2001    |  
| | ----------------------------------- | ------- | - | ------- | -
| | Deferred tax asset attributable to: |         |   |         |  
| | Net operating loss carryover        | $23,000 |   | $12,000 |  
| | Less, Valuation allowance           |         |   |         |  
| |                                     | (23,000 | ) | (12,000 | )
| |                                     |         |   |         |  
| | Net deferred tax asset              | -       |   | -       |  
| |                                     |         |   |         |  

---

|NEUTRON ENTERPRISES, INC.          
|-----------------------------------
|(A development stage enterprise)   
|Notes to Financial
      Statements
|December
      31, 2002 and 2001   
|                                   




| | Expires:                                 |  |   | Amount | 
| | ---------------------------------------- |  | - | ------ | 
| |                                          |  |   |        | 
| | December 31, 2020                        |  | $ | 1,435  | 
| | December 31, 2021                        |  |   | 33,798 | 
| | December 31, 2022                        |  |   | 32,419 | 
| |                                          |  |   |        | 
| | Total net operating
      loss carryover |  | $ | 67,652 | 
| |                                          |  |   |        | 

Note 6 - Related party transactions: 
  As of December 31, 2002, the Company is obligated to an officer/shareholder
  on a non-interest bearing promissory note having a maturity date of September
  30, 2004 and a balance of $40,354.28.

Note 7  Website development costs in progress:
  
  The Company follows Emerging Issues Task Force reached a consensus on Issue
  No. 00-2, Accounting for Website Development Costs, (EITF
  Issue No. 00-2), which provides that for specific website development
  costs, the accounting should be based generally on AICPA Statement of Position
  98-1, Accounting for the Costs of Computer Software Developed or Obtained
  for Internal Use.Under SOP 98-1, development costs are capitalized
  and amortized to income over the estimated useful life of the website.

The Company has incurred $1,303 in development costs through
  December 31, 2002, which have been capitalized; no amortization has been recorded,
  as the sites are incomplete. No costs had been incurred prior to December 31,
  2000.

Note 8 - New accounting pronouncements:

The following recent accounting pronouncements:

|· | FASB Statements         
|- | ------------------------
|  | ·                       
|  | ·                       
|  | ·                       
|  | ·                       
|  |                         
|· | and FASB Interpretations
|  |                         
|  | ·                       
|  | ·                       

are not currently expected to have a material effect on the Companys
  financial Statements.

---

Item 8. Changes in and Disagreements with Accountants on Accounting
  and FinancialDisclosures.

None. Not applicable.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
  Compliance with Section16(a) of the Exchange Act

Nanuk Warman, President and Member of the Board of Directors,
  age 30. Mr. Warman graduated from the British Columbia Institute of Technology
  (BCIT), located in Burnaby B.C., in June 1995 with a Diploma of Technology in
  Financial Management, specializing in Finance. He obtained his Certified Management
  Accountant (CMA) designation in October 1998 and has been a member in good standing
  since with the Certified Management Accountants Society of British Columbia.

Mr. Warman's work experience since BCIT has been as follows:

* 1996-1998: KPMG. Worked as a staff accountant,
  in their Independent Business and Accounting Services department. 
     * 1998  Present: Self-Employed Consultant.
  Mr. Warman assists companies in full-cycle accounting, specializing in preparation
  of financial statements for review and audit by independent accounting firms.

Mr. Warman will be allocating his time to Neutron on a priority
  basis over his other consulting duties. As of this filing, Mr. Warman has been
  allocating approximately 15 hours per week to neutron. It is anticipated that
  upon completion of the private placement financing Mr. Warman will need to allocate
  80% of his time to the furtherance of the stated business plan. This will greatly
  reduce the time spent in his consulting duties. Mr. Warman will not be charging
  Neutron for his time in the next twelve months.

Aaron Bomke, - Member of the Board of Directors,age 30. Mr. Bomke received his Sales and Marketing Diploma from BCIT in
  1998. He served as Territory Manager for Cummins British Columbia from 1998
  to 1999, and was responsible for a territory covering North/East of British
  Columbia, including selling truck engines to dealers and end users. From 1999
  to 2001, Mr. Bomke handled sales and rentals for Finning Materials Handling,
  including product ranges from 3,000lb to 60,000lb forklifts, manlifts, and scissor
  lifts, with a territory covering all of Alberta and into British Columbia. In
  October 2001, Mr. Bomke became rental manager for British Columbia and Alberta
  with Leavitt Machinery.

Jason Baybutt, Chief Financial Officer, Secretary, Treasurer
  and Member of the Board of Directors,age 31. Mr. Baybutt attended
  Selkirk College in Castlegar, B.C. and Mount Royal College in Calgary, Alta
  with an emphasis on Accounting & Management. He is currently enrolled in
  the Certified Management Accountants Association Fast Track Program.

|  | Mr. Baybutts work experience has all been in the accounting
      & finance areas:                   
|- | ------------------------------------------------------------------------------------------------------
|  |                                                                                                       
|· | 2001  2002: Catalyst Media Inc. - Controller with responsibility
      for the Finance and Accounting
|  | department.                                                                                           
|· | 2000  2001: I Am Adventurous Travel Corporation - Controller.                                        
|· | 1999  2000: Apex Communications Inc. - Accountant at Head Office.                                    
|· | 1998  1999: Canadian International College Inc. - Accountant.                                        
|· | 1992  1998: Pacific Insight Electronics Corp. - Accounting Manager.                                  

---

Item 10. Executive Compensation.

Neutron's Executive officers do not currently receive and are
  not accruing any compensation. Neutrons Directors are not currently receiving
  compensation for their services. Mr. Aaron Bomke will receive deferred compensation
  pursuant to a consulting agreement, payable based on an hourly rate.

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

The following is a table detailing the current shareholders
  of our stock who own 5% or more of the common stock, and shares owned by our
  Directors and Officers:

|Title of Class | Name and Address of    | Amount and Nature of | Percent of Class
|-------------- | ---------------------- | -------------------- | ----------------
|               | Beneficial Owner       | Beneficial Ownership |                 
|               |                        |                      |                 
|Common         | Nanuk Warman           | 300,000              | 9.52%           
|               | 201  15225 Thrift Ave |                      |                 
|               | White Rock, BC V4B 2K9 |                      |                 
|               |                        |                      |                 
|Common         | Jason Baybutt          | 300,000              | 9.52%           
|               | 201  15225 Thrift Ave |                      |                 
|               | White Rock, BC V4B 2K9 |                      |                 
|               |                        |                      |                 
|Common         | Aaron Bomke            | 300,000              | 9.52%           
|               | 201  15225 Thrift Ave |                      |                 
|               | White Rock, BC V4B 2K9 |                      |                 

Item 12. Certain Relationships and Related Transactions.

No persons who may, in the future, be considered a promoter
  will receive or expect to receive assets, services or other consideration from
  us. No assets will be or are expected to be acquired from any promoter on behalf
  of our company. We have not entered into any agreements that require disclosure
  to our shareholders.

Item 13. Exhibits and Reports on Form 8-K

Exhibits

|Exhibit No. | Document                  | Location        
|----------- | ------------------------- | ----------------
|            |                           |                 
|3.1         | Articles of Incorporation | Previously Filed
|3.2         | Bylaws                    | Previously filed
|23          | Consent of Auditor        | Included        

Reports on Form 8-K

No reports on Form 8-K have been filed during the last quarter of the year ended December 31, 2002.

---

Signatures

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

NEUTRON ENTERPRISES, INC.



/s/ Nanuk Warman__________________
  Nanuk Warman, President 
  Dated: April 14th, 2003______________

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



/s/ Nanuk Warman__________________
  Nanuk Warman, President, Director 
  Dated: April 14th, 2003______________



/s/ Jason Baybutt___________________
  Jason Baybutt, Secretary/Treasurer, Director 
  Dated: April 14th, 2003______________



/s/ Aaron Bomke___________________
  Aaron Bomke, Director 
  Dated: April 14th, 2003______________

---

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Nanuk Warman, certify that:

1. I have reviewed this annual report on Form
  10-KSB of Neutron Enterprises, Inc. for the year ended December 31, 2002;

2. Based on my knowledge, this
  annual report does not contain any untrue statement of a material fact or omit
  to state a material fact necessary to make the statements made, in light of
  the circumstances under which such statements were made, not misleading with
  respect to the period covered by this annual report;

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

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

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

6. The registrant's other certifying
  officers and I have indicated in this annual report whether or not there were
  significant changes in internal controls or in other factors that could significantly
  affect internal controls subsequent to the date of our most recent evaluation,
  including any corrective actions with regard to significant deficiencies and
  material weaknesses.

Date: April 14th, 2003



/s/ Nanuk Warman__________________
  Nanuk Warman 
  President



---

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Jason Baybutt, certify that:

1. I have reviewed this annual report on Form
  10-KSB of Neutron Enterprises, In. for the year ended December 31, 2002;

2. Based on my knowledge, this
  annual report does not contain any untrue statement of a material fact or omit
  to state a material fact necessary to make the statements made, in light of
  the circumstances under which such statements were made, not misleading with
  respect to the period covered by this annual report;

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

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

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

6. The registrant's other certifying
  officers and I have indicated in this annual report whether or not there were
  significant changes in internal controls or in other factors that could significantly
  affect internal controls subsequent to the date of our most recent evaluation,
  including any corrective actions with regard to significant deficiencies and
  material weaknesses.

Date: April 14th, 2003



/s/ Jason Baybutt________________
  Jason Baybutt 
  Secretary/Treasurer

---

CERTIFICATION
  PURSUANT TO


SECTION 906 OF THE
  SARBANES-OXLEY ACT OF 2002


(18 U.S.C. SECTION
  1350)




In connection with the Annual
  Report of Neutron Enterprises, Inc., a Nevada corporation (the
  "Company"), on Form 10-KSB for the year ending December 31, 2002 as
  filed with the Securities and Exchange Commission (the "Report"), I, Nanuk
  Warman, President of the Company, certify, pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002 (18 U.S.C.Section 1350), that to my knowledge:




(1) The Report fully complies
  with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
  of 1934; and




(2) The information
  contained in the Report fairly presents, in all material respects, the
  financial condition and result of operations of the Company.







/s/ Jason Baybutt

Chief Financial Office





/s/ Nanuk Warman

President