FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

  [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, OR

  [ ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
        SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from _____ to _____.

Commission file number: (333-55286)

                               GameHappy.com, Inc.
                               -------------------
             (Exact name of registrant as specified in its charter)

        Texas                                                 74-2973796
 ------------------------                                   ---------------
(State of Incorporation)                                     (Tax ID No.)


                 1000 Winding Road, College Station, Texas      77840
                -------------------------------------------------------
               (Address of principal executive offices)      (ZIP code)

Registrant's telephone number, including area code:   979-764-7639
                                                      ------------

Securities registered pursuant to Section 12(b) of the Act:  NONE
Securities registered pursuant to Section 12(g) of the Act:  NONE

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 Act of 1934 during the past
12 months and (2) has been  subject to such filing  requirement  for the past 90
days.
                               X    YES                        NO
                           ---------                 ---------

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 2002:
                                      $ -0-

Shares of common stock outstanding at December 31, 2002:  8,003,599




<PAGE>




PART I.

ITEM 1            DESCRIPTION OF BUSINESS
-----------------------------------------

OVERVIEW

We were  incorporated  on April  13,  2000 in the state of  Texas.  Our  Company
created  a  unique  web  site,   www.gamehappy.com,   where  we  can  provide  a
non-gambling  gaming  portal  composed of specific  channels  for action  games,
adventure  games,  simulation  games,  strategy  games,  tactical games and role
playing games, as well as a gaming community channel www.clanpages.com.  We have
also developed  proprietary  software that enhances the play of the game player.
Currently,  the company has requested a trading symbol from the NSAD so that the
company's stock can be traded on the bulletin board.  Once the company  receives
its trading  symbol,  the company will seek  additional  financing to expand its
operations.

The corporate  office is located at 1000 Winding Road,  College  Station,  Texas
77840.

Our company's online Internet gaming portal composed of  game-specific  channels
for action games,  adventure games,  simulation games,  strategy games, tactical
games and  role-playing  games,  has hosted over  36,000  clans and we have over
38,000 clans  registered in our  database.  A clan is a group or team of players
that compete against other clans in the above-mentioned  types of Internet based
games.  The term  "clan" is based upon the  concept of a Scottish  "clan"  which
consisted of a group of family members working together in a cooperative manner.
A clan master is the leader of the clan and is elected by the clan members.  The
games that can be played on our site are not owned or developed by GameHappy.com
but are developed and marketed by software  development  companies and purchased
by the individual  game players either  directly from the software  companies or
from major  retailers  of  computer  software.  GameHappy.com  can  provide  the
Internet  portal or location  where each member of a clan can link  together via
the Internet through each player's individual computer and play games.

In March,  2001 we began a beta  test for  leasing  private  game  servers.  The
company  allowed  game players to sign up for the beta tests to  accomplish  the
following objectives:

     a.   Verification that a market exits for private game servers;
     b.   Development and debugging of the customer-side  connection  management
          software called PathFinderz;
     c.   Development  and debugging of the server-side  game server  management
          software;
     d.   Testing of various scheduling scenarios; and
     e.   To obtain feedback from the beta test customers.

Clan  masters  from  over 900  clans  signed-up  for the beta  test.  One of the
requirements  to participate in the beta test was that the player had to pay for
three  months of  service,  at $15.00 per month,  prior to the start of the beta
test period.  The beta test has been  completed.  We cut-off the sign ups at 250
clan masters.  250 clan masters  represents on average 3700 active game players.
Keep in mind that these players have never seen a fully automated working system
where they can rent time on a game  server.  Even  though they have never seen a
fully automatic system, they were willing to pay three-months in advance just to
participate in the beta test.


                                       2

<PAGE>


The beta test  results show there is a viable  market for private game  servers.
Our beta test  players have  expressed  interest in our company  providing  game
servers.  Until we raise additional  capital, we will be unable to implement the
leasing of the private  game  servers.  The results of the beta test leads us to
believe that our game server program can be successful,  however,  if we can not
raise additional capital, our business will be hurt financially.

We are set up to host clans on our servers  where the clan can upload files from
the Internet to their own clan website;  provided their content does not violate
our use policy.  Our use policy requires that customer  content does not contain
pornography,  music files such as mp3's (which are songs  downloaded  onto a mp3
format),  or  illegal  software.  A clan that is  registered  but not  hosted is
included in our  database.  This  provides  the clan with the ability to use our
recruiting  center to look for players that  specialize in aspects of their game
of choice.  For example, a clan that plays an action game may look for a sniper.
We also  receive  over 16 million  page views a month  from  almost one  million
unique  Internet  protocol  (IP)  addressees.  An "IP  address"  is an  Internet
protocol address which is a part of an Internet based data transmission.  The IP
address  refers to the part of the protocol  that allows the computers to locate
each other  through the  Internet  or Local Area  Network  (LAN).  GameHappy.com
desires to be one of the leaders in the overall online gaming  community and the
leader in clan-oriented services.

As we have  recently  been  organized,  we  have  limited  historical  operating
performance  and a limited  track  record  of sales  for this  type of  product.
Currently,  we do not have any employees;  as the need arises,  we will contract
our labor to save operating expenses.

As an Internet based business,  we are dependent on certain  essential  services
such as our telecommunications provider and our broadband suppliers. If there is
an industry wide problem with black outs or disruptions  in the Internet;  or if
our  communications  or  broadband  providers  become  undependable  or cease to
provide  us with  service,  our  business  can be  adversely  effected.  Without
Internet  access we would be unable to supply our  customers  with service until
Internet access was restored or until other providers were secured.  A cessation
in service would negatively impact our reputation and operations.

Revenue Sources:
----------------

In 2000,  our company's  main revenue  source came through sales of  advertising
space on our web servers. In 2001, we discontinued our advertising sales program
because  our  advertising  revenue  dropped  to a  negligible  amount  due  to a
significant drop in Internet  advertising  rates throughout the industry.  Thus,
most of our  income  in 2001 and all of our  income  in 2002  came  from fees we
charged  gamers to play  through  our gaming  portal.  Until  January  2001,  we
provided  the  gaming  portal  free to  anyone  who came  through  our web site.
However,  because of the cost to do  business  and the  decline  in  advertising
revenue, in February, 2001 we began to charge for certain services.

Currently,  our  company is set up to provide  web  hosting,  server  scheduling
software,  and private game-server rentals. These services can be offered to the
customers at three different price levels.  These levels are the Copper package,
the Silver package and the Gold package.

The basic level is the Copper  package  which is free to the customer and allows
the customer to have a basic web page containing  files of not more than 100 K (
100,000  bytes of storage),  a  sub-domain  name, a file manger which allows the
user to maintain pictures,  video and content on their web page, and pre-written
script for web pages, such as time,  current date and counters for the number of
visitors to the web page.


                                       3

<PAGE>


The second level is the Silver  package which costs $12.00 per year,  plus a $10
set up fee, and includes all items in the Copper  package,  as well as, a larger
web page  containing  files of not more than 1MB  (1,000,000  bytes of storage),
domain name support which allows the customer to customize his domain name,  FTP
access (file transfer  protocols) which allows the customer to transfer computer
files  between his  personal  computer  and his web server,  access to Microsoft
Frontpage  2000  Extensions  that allow the customer to easily build dynamic web
page content,  and one E-mail account.  Any additional E-mail accounts are $1.00
per year per E-mail account.

The third  level is the Gold  package  which has a one time set up fee of $10.00
and a monthly fee of $3.95.  The Gold  package  includes all items in the Silver
package,  as well as, a web page with no limit on the file size and  allows  the
customer  to run  "active  server  pages"  which are  dynamic web pages that use
databases and automatic features,  such as, automatically tuning the web page to
the resolution  capabilities of each user's personal computer monitor.  Like the
Silver  package,  one  E-mail  account is  included  and any  additional  E-mail
accounts are $1.00 per year per E-mail account. Access to the database engine we
use is $1 per month extra.

In 2002, there were over 11,000 customers utilizing the Copper package, over 800
customers utilizing the Silver package and over 900 customers utilizing the Gold
package.

Another  potential revenue source for our company is the leasing of private game
servers to clans so that these clans have dedicated  servers. A dedicated server
allows  a clan to  control  a game  without  interference  from  other  clans or
players.  By  controlling  a game server,  a clan is able to practice  with each
other and schedule games with other clans.

Marketing activities:
---------------------

Currently,  we do not advertise.  In the future we plan to market our operations
through banner ads, brick ads, spiders and robots.

Banner and brick ads refer to specific location and types of advertising  images
located on a web page.  The size and location of banner ads are specified by the
Internet  Advertising  Bureau  (IAB.net).  The Company will  essentially  market
through  banner and brick ads on the  Internet.  The  banners and bricks will be
placed on third parties' web sites. In addition, we will advertise on key search
engines to attract as many viewings or "hits" as possible.

Spider software  programs are programs that search the web and look for specific
items on a networks web site or a series of network web sites. For example,  the
spider  program may crawl a company's  web site looking for e-mail  addresses or
specific phrases.  Search engine robots are used by search engines to categorize
web sites for inclusion in their databases. Web sites can add "meta tags" to the
header text of a web page's html file. The purpose of the meta-tag is to provide
a list of key words  supplied by the web site that  describe  the  function  and
features of that web site.  The search engines look for these tags when crawling
and categorizing web sites.

The Company will make use of spider  software  programs  that will  regularly go
into the search engine robots and feed them the key words to ensure that the our
web site comes up high on the  search  engine  lists.  A new  technique  of bulk
e-mail  that is brief and quotes a key word with an  invitation  to respond  for
further  information will also be used. The Company will also purchase key words
on certain search engines so that if a person  searching the Internet types in a
search word  ("gaming"  and "action  game",  for  example),  our company ad will
appear.


                                       4

<PAGE>


Intellectual property rights

Our services are protected by copyright laws that  currently  apply to software.
We are using  software  that we own  because it was  developed  in-house  by our
shareholders.  For  example,  all of the  software  that  allows  the  gamers to
register and pay for an account and the software  that  balances the load on our
servers was developed in house.  Also, the PathFinderz and the server-side  game
server scheduling software were developed in house. We have not, and do not have
any  plans  to  release  any  details  as  to  how  we  accomplish  all  of  the
functionality of our system since it is proprietary  information.  GameHappy.com
created all software,  except the server  operating  systems,  that is used, and
therefore we own all of the in house developed software. We do not pay royalties
on any software and we do not use any database  engines that require  royalty or
licensing fees such as the products offered by Microsoft and Oracle.

Security Risks

Despite the implementation of security  measures,  the Company may be vulnerable
to computer viruses, hacking or similar disruptive problems caused by customers,
the  interconnecting  networks  and the  various  telephone  networks.  Computer
viruses or problems caused by third parties could lead to interruptions,  delays
or cessation in our Internet  service to the  Company's  customers,  which could
have a material adverse effect on the Company's  business,  financial  condition
and results of operations.  In addition,  the Company expects that its customers
will  increasingly  use the Internet for purchasing our services and products in
the  future.  Any  network  malfunction  or  security  breach  could cause these
transactions to be delayed,  not completed at all or completed with  compromised
security.  There can be no  assurance  that  customers or others will not assert
claims  of  liability  against  the  Company  as a result  of any such  failure.
Further,  until more  comprehensive  security  technologies  are developed,  the
security and privacy  concerns of existing and  potential  customers may inhibit
the growth of the Internet service industry in general and our customer base and
revenues in particular.

New and Uncertain  Market;  Uncertain  Acceptance of the Internet as a Medium of
Commerce and Communication

Critical  issues  concerning   commercial  and  personal  use  of  the  Internet
(including practice standards and protocol, security, reliability, cost, ease of
use, access and quality of service)  remain  uncertain and may affect the growth
of Internet use. The acceptance of the Internet for commerce and communications,
particularly by those individuals and enterprises that have historically  relied
upon alternative means of commerce and  communication,  generally  requires that
such users accept a new way of conducting  business and exchanging  information,
that industry  participants  continue to provide new and compelling  content and
applications  and that the  Internet  provide a  reliable  and  secure  computer
platform.  It is difficult to predict with any  assurance  the rate at which the
market  will grow,  if at all,  or at which new or  increased  competition  will
result  in market  saturation.  If demand  for goods or  products  sold over the
Internet  fails to continue  to grow,  grows more  slowly  than  anticipated  or
becomes saturated with competitors,  the Company's  business,  operating results
and financial condition will be materially  adversely affected.  Conversely,  to
the extent that the Internet  continues to experience  significant growth in the
number of users and level of use,  there can be no  assurance  that the Internet
infrastructure will be able to support the demands placed on it by such growth.

GameHappy.com is not currently  subject to direct  regulation by any domestic or
foreign  governmental  agency,  other than regulations  applicable to businesses
generally,  and laws or  regulations  directly  applicable  to  access to online
commerce.  However,  it is possible that a number of laws and regulations may be
adopted with respect to the Internet or other online  services  covering  issues
such  as  user  privacy,  pricing,  content,   copyrights,   distribution,   and
characteristics  and  quality of  products  and  services.  The  adoption of any
additional  laws or regulations may decrease the growth of the Internet or other
online services,  which could, in turn, decrease the demand for our products and
services and increase our cost of doing  business,  or otherwise have an adverse
effect on us. Any such new  legislation or regulation,  the  application of laws
and  regulations  from  jurisdictions  whose laws do not currently  apply to our
business,  or the  application of existing laws and  regulations to the Internet
and other online services could have a material negative effect on us.


                                       5

<PAGE>


Size and Scope of the Market

The evolution and rapid growth of e-commerce can be directly linked to the rapid
growth of the Internet.  The U.S. Department of Commerce stated in their Digital
Economy 2000 report that during 2000 Internet access grew  significantly  in all
regions  of the  world,  rising  from 171  million  people in March  1999 to 304
million in March 2000, an increase of 78 percent. As the Internet grows, so does
e-commerce.  In March 2000,  the U.S.  Bureau of the Census  released  the first
official measure of e-retail. The Census found that during the fourth quarter of
1999,  online  sales by retail  establishments  totaled  $5.3  billion,  or 0.64
percent of retail sales.  International Data Corporation estimates that by 2003,
more than $2 million per minute will change hands globally via the Internet, and
by 2005,  that figure will exceed $5 million per minute.  (Surprise!  E-commerce
will Drive Net Growth, David Needle, PC World, September 29, 1999).



Competition

Our  competitors  whose revenues were based mainly on  advertising  revenue have
either failed or are currently having financial difficulties. The companies that
we believe to be our main  competitors  are  primarily  GameSpy  Industries  and
Microsoft's  gaming zone.  Microsoft's  main focus in the gaming  industry is in
selling and promoting  games they develop for the zone.  They have not shown any
interest in supporting,  promoting or profiting off of games  developed by other
companies.  However,  if their direction  changes,  they will have a significant
impact on us as a competitor.

GameSpy's  focus has been the  general  gaming  market  and they are seen as our
primary competitor.  GameSpy has a program called "GameSpy" and a second version
program called "Arcade" that are popular in the  marketplace.  GameSpy has never
had a competitor  and has always  enjoyed being the only option for  independent
game  manufacturers that were looking for a tool that would help their customers
find servers that provide interactive  playing  opportunities for users of their
products. GameSpy has never offered servers for play. They have only offered the
user  assistance  in  finding a server.  We plan to compete  against  GameSpy by
offering the game manufacturers a choice when bundling software tools with their
products.  We also plan to compete with them by offering the game  manufacturers
an established  network upon which they can base their game design.  Our network
will  also  offer the game  manufacturer  the  ability  to supply at the time of
release,  a base of servers that the game players can use when playing their new
game. GameSpy does not currently offer that service.  We also plan to compete by
providing the users, that is, the game players,  with a consistent  platform for
game play.

E-commerce Competition

The market for the provision of sales of goods and services to  individuals  and
small  businesses  over  the  Internet  is  extremely   competitive  and  highly
fragmented.  There are no substantial barriers to entry, and the Company expects
that  competition  will continue to intensify.  There are also many thousands of
Internet  sites that offer  products and services  for sale by  individuals  and
companies.


                                       6
<PAGE>


ITEM 2            DESCRIPTION OF PROPERTY
-----------------------------------------


Our corporate  facilities are shared with our  Vice-President  and will continue
until such time as the Company needs and can afford to lease its own facilities.

Our equipment  currently is state-of-the art servers that are capable of serving
over 30  million  page-views  per month  and  handling  over a million  separate
Internet  protocol  (IP)  address per month.  We have handled as many as 100,000
unique IP  addresses/visitors  in a day.  In 2002 we paid  $3,300  per month for
bandwidth. Currently, since we have completed our Beta Test we have no bandwidth
charges.

ITEM 3            LEGAL PROCEEDINGS
-----------------------------------

The Company is not involved in any legal proceedings.

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

The Company did not submit any matters for a vote to the security holders during
2002.

PART II.

ITEM 5            MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS
-------------------------------------------------------------------------------

     a.   Market Information.

There is no  established  public  trading  market for the Company's  stock.  The
Company filed a  registration  statement  with the U.S.  Securities and Exchange
Commission, as well as three amendments to this registration, under Form SB-1 of
the  Securities  Act of 1933 to raise  up to  $125,000  at a price of $0.25  per
common share.  The  registration  was closed and broke escrow on August 30,2002.
The  registration  raised $50,900 from selling 203,600 shares of common stock at
$0.25 per common share.

     b.   Holders.

     There are seventy-three (73) shareholders.

     c.   Dividends

     Registrant  has not paid a dividend to the holders of its common  stock and
does not anticipate paying dividends in the near future.

     d.   Warrants


     Registrant has no warrants outstanding.



                                       7
<PAGE>


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


SUMMARY OF 2002

Our  accomplishments  in 2002 are detailed in Section 1 above. In summary,  they
are as follows:

In 2000,  our company's  main revenue  source came through sales of  advertising
space on our web servers. In 2001, we discontinued our advertising sales program
because  our  advertising  revenue  dropped  to a  negligible  amount  due  to a
significant drop in Internet advertising rates throughout the industry.  Most of
our income in 2001 came from fees we charged  gamers to play  through our gaming
portal.  Until  January  2001,  we provided the gaming portal free to anyone who
came through our web site.  However,  because of the cost to do business and the
decline in advertising revenue, in February, 2001 we began to charge for certain
services.

In  2002  we  received  funding  from  selling  shares  of  common  stock  in  a
registration  statement  filed under Form SB-1 of the Securities Act of 1933, as
discussed  below.  As discussed  in Item 1 above,  our beta test and the results
show there is a viable  market for private game  servers.  Our beta test players
have expressed  interest in our company  providing game servers.  Until we raise
additional  capital,  we will be unable to  implement  the game servers that our
beta test  showed was  viable.  The results of the beta test leads us to believe
that our game server  program will be successful,  however,  if we our unable to
raise additional money, our business will be hurt financially.

The Company filed a registration statement under Form SB-1 of the Securities Act
of 1933,  which was amended  three times,  and the offering will close on August
30, 2002. We raised $50,900 from selling 203,600 shares of common stock at $0.25
per common share.  This amount was sufficient to complete our beta test, but, to
implement our server  program and we will need to raise more capital.  If we are
able to raise  additional  capital we will be engaged in marketing  and sales of
providing  our  customers  with an online  Internet  gaming  portal  composed of
game-specific  channels for action games,  adventure  games,  simulation  games,
strategy games,  tactical games and role-playing  games. In order to operate and
market these products and services, we have to have capital to fund the purchase
of computers,  software,  Internet bandwidth,  marketing and corporate overhead.
Bandwidth is a measure of how much data can be  transmitted in a fixed amount of
time, usually one second.

GameHappy.com,  Inc. will provide an annual report including audited  statements
without  charge on  request  made by any  shareholder  to the  Secretary  of the
Company, GameHappy.com, Inc. 1000 Winding Road, College Station, TX 77840.

GameHappy.com, Inc. files quarterly reports with the SEC.


                                       8
<PAGE>


Public may read and copy any materials filed by GameHappy.com, Inc. with the SEC
at the SEC's Public Reference Room at 450 Fifth Street, N.W.,  Washington,  D.C.
20549.  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 www.sec.gov.
                                                           ------------

Safe Harbor  Statement  under the Private  Securities  Litigation  Reform Act of
1995This  discussion may contain  certain  "forward-looking"  statements as such
term is  defined in the  Private  Securities  Litigation  Reform Act of 1995 and
information  relating to the Company and its subsidiaries  that are based on the
beliefs  of  the  Company's  management  as  well  as  assumptions  made  by and
information currently available to the Company's  management.  When used in this
release,  the words "anticipate,"  "believe,"  "estimate," "expect" and "intend"
and words or phrases of similar  import,  as they  relate to the  Company or its
subsidiaries  or Company  management,  are intended to identify  forward-looking
statements.  Such  statements  reflect  the  current  risks,  uncertainties  and
assumptions related to certain factors including,  without limitations,  changes
or anticipated changes in regulatory environments,  competitive factors, general
economic  conditions,  customer  relations,   relationships  with  vendors,  the
interest rate environment,  governmental regulation and supervision, seasonally,
distribution  networks,  product  introductions  and  acceptance,  technological
change,  changes  in  industry  practices,  onetime  events  and  other  factors
described  herein and in other press  releases to the public or filings  made by
the company with the Securities and Exchange  Commission,  the ability to secure
partnership or joint-venture  relationships with other entities,  the ability to
raise  additional  capital to finance  expansion,  and the risks inherent in new
product and service  introductions  and the entry into new  geographic  markets.
Based  upon  changing  conditions,  should  any one or more of  these  risks  or
uncertainties materialize, or should any underlying assumptions prove incorrect,
actual results may vary materially  from those described  herein as anticipated,
believed, estimated, expected or intended. The Company does not intend to update
these  forward-looking  statements.  For further information,  which could cause
actual  results  to differ  from the  Company's  expectations,  as well as other
factors, which could affect the Company's financial statements,  please refer to
the Company's report filed with the Securities and Exchange Commission.

GameHappy.com, Inc.
(979) 764-7639
www.gamehappy.com
-----------------


ITEM 7           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
------------------------------------------------------------

Report of Independent Certified Public Accountant is attached hereto.

ITEM 8            CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURES
--------------------------------------------------------------------------

         Charles E. Smith is the  auditor for the Company and there have been no
disagreements with our auditor on accounting or financial disclosure issues.



                                       9
<PAGE>



PART III.

ITEM 9            DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
----------------------------------------------------------------

The following persons serve as directors and officers of Registrant:

Charles H. Davis President and Director
                  Served since April 2000 and expires at the next annual meeting

Michael A. Davis Vice-President and Director
                  Served since April 2000 and expires at the next annual meeting

Sally Davis Secretary
                  Served since April 2000 and expires at the next annual meeting

CHARLES H. DAVIS:  Mr. Davis started the company as a hobby. He has operated and
managed  several  businesses  including a grocery  store and a  restaurant.  The
restaurant,  Chuck's  Old  Fashioned  Hamburgers,  located  in Waco,  Texas  was
started,  owned and  managed by Mr. Davis.  He sold this  business in 1992 after
three successful years of operation so he could further his education and attend
Texas A&M University.  He graduated from Texas A&M  University,  College Station
Texas in 1996 with a B.S. in psychology and a minor in biology.  He is currently
a student in medical school.

MICHAEL A. DAVIS:  Mr.  Davis has a B.S. and an M.S. in  mechanical  engineering
which he received as a graduate of Dwight Look College of Engineering, Texas A&M
University.  He earned his  Bachelor  degree in 1986 and his  Masters  Degree in
1994, both from Texas A&M. Mr. Davis has over fifteen years  experience  working
for several  electric and natural gas utility  companies,  as well as, Texas A&M
University's  Energy  Systems  Laboratory.  Mr.  Davis  has over  fifteen  years
experience  working for several electric and natural gas utility  companies,  as
well as Texas  A&M  University's  energy  systems  laboratory.  Mr.  Davis  been
programming professionally and has over fifteen years experience in the software
development industry. He has developed numerous commercial software applications
including  desktop and  web-based  products.  Mr. Davis has been  President  and
Director of Oarsman  Corporation since 1994.  The Oarsman  Corporation  develops
desktop and web-based  energy  analysis  software,  which is sold to utility and
energy service companies.  Oarsman Corporation is an affiliate of GameHappy.com,
Inc.

SALLY A. DAVIS:  Ms. Davis  graduated  from Texas Tech  University in 1981,  and
holds a BS in nutrition. Since 1994, Ms. Davis has been the Secretary and Office
Manager for Oarsman Corporation, an affiliate of GameHappy.com,  Inc. Her duties
include  bookkeeping,   accounts  payable,   receivables  and  interfacing  with
independent accountants.

ITEM 10           EXECUTIVE COMPENSATION
----------------------------------------

The Company paid no  compensation  to its officers and directors in the calendar
year 2001.

The Company has no retirement or stock option or bonus plan.


                                       10

<PAGE>


ITEM 11           SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS
-------------------------------------------------------------------------

         Set forth below is the direct ownership of Registrant's common Stock by
management and any owner of 5% or more of Stock of Registrant.

Title of           Name and address         Amount of shares        % of class
Securities          of owner                                          owned

--------------------------------------------------------------------------------
Common             Charles H. Davis                  682,936             8.53%
                   606 Kampmann Blvd.
                   San Antonio, Texas 78201

Common             Michael A. Davis                2,663,448            33.28%
                   1000 Winding Road
                   College Station, Texas 77840

N/A                Sally Davis                           -0-               -0-
                   1000 Winding Road
                   College Station, Texas 77840

Common             Andrew Davis                    2,663,448            33.28%
                   1000 Winding Road
                   College Station, Texas 77840

Common             Randy Davis                       443,908             5.55%
                   606 Kampmann Blvd.
                   San Antonio, Texas 78201

--------------------------------------------------------------------------------
Common             All Officers, Directors &       6,453,740            80.64%
                   Beneficial Holders as a Group


ITEM 12           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------------------------

None.




                                       11
<PAGE>

PART IV.

ITEM 13           EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
------------------------------------------------------------------------

(a)  The  following  documents  are filed as a part of this report:  Included in
     Part II, Item 8 of this report: Report of Independent Public Accountant

     Balance Sheet as of December 31, 2002 and 2001

     Statement of Operations - Twelve Months Ended December 31, 2002 and 2001.

     Statement of  Stockholders'  Equity - Twelve Months Ended December 31, 2002
     and 2001.

     Statement of Cash Flows - Twelve Months Ended December 31, 2002 and 2001.

     Notes to the Financial Statements

(b)  none

(c)  The Company is not filing any exhibits.












                                       12

<PAGE>



SIGNATURES.

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

                                       GameHappy.com, Inc.
                                       Registrant


                                       By: /s/ Michael A.Davis
                                           -------------------
                                               Michael A. Davis
                                               Its: Vice-President and Director
March 27, 2003











                                       13
<PAGE>



                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                  CERTIFICATION

I, Charles H. Davis, certify that:

1.  I have reviewed this annual report on Form 10-KSB of GameHappy.com, Inc.;
2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of 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 quarterly
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  officer  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 of 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 officer and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):
     (a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize,  and  report  financial  data and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
     (b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's  internal controls.
6. The registrant's other certifying officer 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: March 27, 2003                        /s/  Charles H. Davis
                                            -----------------------
                                            Name:  Charles H. Davis
                                            Title: President



                                       14

<PAGE>



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of  GameHappy.com,  Inc. on Form 10-KSB for
the period  ended  December 31, 2002 as filed with the  Securities  and Exchange
Commission on the date hereof (the "Report"),  each of the  undersigned,  in the
capacities and on the dates indicated  below,  hereby  certifies  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that to the best of his 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 results of operation of the Company.


                                             /s/  Charles H. Davis
                                             --------------------------------
                                                  Charles H. Davis, President














                                       15
<PAGE>




Dated: March 27, 2003


                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                  CERTIFICATION

I, Michael A. Davis, certify that:

1.  I have reviewed this annual report on Form 10-KSB of GameHappy.com, Inc.;
2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of 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 quarterly
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  officer  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 of 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 officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):
     (a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize,  and  report  financial  data and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
     (b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls.

6. The registrant's other certifying officer 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: March 27, 2003           /s/  Michael A. Davis
                               -------------------------------------------------
                               Name: Michael A. Davis
                               Title: Vice-President and Chief Financial Officer






                                       16

<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of  GameHappy.com,  Inc. on Form 10-KSB for
the period  ended  December 31, 2002 as filed with the  Securities  and Exchange
Commission on the date hereof (the "Report"),  each of the  undersigned,  in the
capacities and on the dates indicated  below,  hereby  certifies  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that to the best of his 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 results of operation of the Company.


                                /s/ Michael A. Davis
                                ----------------------------------------
                                    Michael A. Davis, Vice-President and
                                    Chief Financial Officer


Dated: March 27, 2003














                                       17

<PAGE>


                                CHARLES E. SMITH

                           CERTIFIED PUBLIC ACCOUNTANT
                                 709-B West Rusk
                                    Suite 580
                              Rockwall, Texas 75087

                            ------------------------
                            TELEPHONE (214) 212-2307


                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Shareholders
of GameHappy.com, Inc.

         I have audited the accompanying  balance sheets of GameHappy.com,  Inc.
as of December  31, 2002 and 2001,  and the related  statements  of  operations,
stockholders' equity and accumulated deficit, and cash flows for the years ended
December 31, 2002 and 2001. These financial statements are the responsibility of
the Company's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

         I conducted my audit in accordance  with  generally  accepted  auditing
standards.  Those standards  require that I 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.
I believe that my audit provides a reasonable basis for my opinion.

         In my opinion,  the  financial  statements  referred  to above  present
fairly, in all material respects, the financial position of GameHappy.com,  Inc.
as of December  31, 2002 and 2001,  and the results of  operations  and its cash
flows  for the  years  ended  December  31,  2002  and 2001 in  conformity  with
generally accepted accounting principles.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  described in Note E to the
financial statements the Company is a start up enterprise and presently does not
have  capital  resources  which  raises  substantial  doubt about the  Company's
ability to continue as a going concern.  The financial statements do not include
any adjustment that might arise from the outcome of this uncertainty.


/s/  Charles E. Smith
---------------------
     Charles E. Smith
     Rockwall, Texas
     March 27, 2003




                                                                             F-1
<PAGE>



<TABLE>

<CAPTION>

                               GAMEHAPPY.COM, INC.

                                 BALANCE SHEETS
                           December 31, 2002 and 2001



                                     ASSETS
                                     ------

                                                                  Dec 31, 2002       Dec 31, 2001
                                                                 ---------------------------------
<S>                                                              <C>                 <C>

CURRENT ASSETS:
    Cash                                                                $27,041               $73
    Prepaid expenses
    Accounts receivable
                                                                 ---------------------------------
        Total current assets                                            $27,041               $73

PROPERTY AND EQUIPMENT:
    Computer equipment                                                   54,315            54,315
    Accumuated depreciation                                             (41,999)          (23,894)
    Website                                                              10,000            10,000
    Accumulated amortization                                             (9,027)           (5,694)
                                                                 ---------------------------------
        Total property and equipment                                     13,289            34,727

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

TOTAL ASSETS                                                            $40,330           $34,800
                                                                 =================================


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

LIABILITIES
Current liabilities:
    Accrued expenses                                                    $11,062            $4,082
    Notes payable                                                        45,000            45,000
                                                                 ---------------------------------
        Total liabilities                                                56,062            49,082

STOCKHOLDERS' EQUITY
    Preferred stock, $1.00 par value, 20,000,000 authorized
         -0- shares issued and outstanding                                    0                 0
    Common stock, $0.0001 par value, 50,000,000 authorized,
         8,003,599 shares issued and outstanding                          8,004             7,800
    Additional paid-in-capital                                          114,935            80,714
    Deficit accumulated during the development stage                   (138,671)         (102,796)
                                                                 ---------------------------------
        Total Stockholders' Equity                                      (15,732)          (14,282)
                                                                 ---------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $40,330           $34,800
                                                                 =================================
</TABLE>









See accompanying notes                                                       F-2

<PAGE>

<TABLE>

<CAPTION>


                               GAMEHAPPY.COM, INC.


                             STATEMENT OF OPERATIONS
                     Years Ended December 31, 2002 and 2001






                                                            Year             Year
                                                           ended             ended
                                                        Dec 31, 2002     Dec 31, 2001
                                                       ---------------------------------
<S>                                                    <C>               <C>

REVENUE:
    Revenue                                                   $19,529           $43,429

OPERATING EXPENSE:
    Depreciation and amortization                              21,438            21,438
    General and administrative                                 33,966            49,086
                                                       ---------------------------------
        Total Operating Expense                                55,404            70,524

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

NET LOSS                                                     ($35,875)         ($27,095)
                                                       =================================



Weighted average shares outstanding                         7,799,999         7,799,999
                                                       =================================

Loss per share - basic and diluted                             ($0.00)           ($0.00)
                                                       =================================
</TABLE>














See accompanying notes                                                       F-3

<PAGE>

<TABLE>

<CAPTION>


                               GAMEHAPPY.COM, INC.


            STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
                     Years Ended December 31, 2002 and 2001




                                          Common  Stock              Paid In       Accumulated
                                     Shares          Amount          Capital         Deficit            Total
                                 ----------------------------------------------------------------  ----------------
<S>                              <C>                 <C>             <C>           <C>             <C>

Balance,
        December 31, 2000              7,799,999          $7,800          $80,714       ($75,702)          $12,813

Net Loss - 2001                                                                          (27,095)          (27,095)


                                 ----------------------------------------------------------------  ----------------
Balance
        December 31, 2001              7,799,999          $7,800          $80,714      ($102,797)         ($14,282)


Sale of common stock                     203,600             204           50,696                           50,900
       Offering expenses                                                  (16,475)                         (16,475)

Net Loss - 2002                                                                          (35,874)          (35,875)

                                 ----------------------------------------------------------------  ----------------
Balance
        December 31, 2002              8,003,599          $8,004         $114,935      ($138,671)         ($15,732)
                                 ================================================================  ================
</TABLE>


















See accompanying notes                                                       F-4

<PAGE>

<TABLE>

<CAPTION>


                               GAMEHAPPY.COM, INC.


                             STATEMENT OF CASH FLOWS
                     Years Ended December 31, 2002 and 2001






                                                                                       Year             Year
                                                                                      ended             ended
                                                                                   Dec 31, 2002     Dec 31, 2001
                                                                                  ---------------------------------
<S>                                                                               <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                            ($35,875)         ($27,095)
    Adjustments to reconcile net loss to net
            cash (used) by operating activities:
                Depreciation and amortization                                             21,438            21,438
                Items not requiring cash - stock issued for services and rent
                (Increase) decrease in prepaid expenses                                                        100
                (Increase) decrease in accounts receivable                                                   2,378
                Increase in accounts payable expenses                                      3,830
                Increase in accrued expenses                                               3,150             3,155

                                                                                  ---------------  ----------------
NET CASH (USED) BY OPERATING ACTIVITIES:                                                  (7,457)              (24)


CASH FLOWS FROM INVESTING ACTIVITIES:                                                          0                 0

CASH FLOWS FROM FINANCING ACTIVITIES:
    Sale of common stock                                                                  50,900
    Offering expenses                                                                    (16,475)

                                                                                  ---------------  ----------------
    Total cash flows from financing activities                                            34,425                 0

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

NET INCREASE IN CASH                                                                     $26,968              ($24)

CASH, BEGINNING OF PERIOD                                                                     73                97
                                                                                  ---------------  ----------------

CASH, END OF PERIOD                                                                      $27,041               $73
                                                                                  ===============  ================
</TABLE>













See accompanying notes                                                       F-5

<PAGE>


                               GAMEHAPPY.COM, INC.
                           a Development Stage Company

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002

Note A - Nature of Business and Summary of Significant Accounting Policies:
---------------------------------------------------------------------------

History:
--------
The Company was organized April 13, 2000 under the name of  GameHappy.com,  Inc.
in the State of Texas and is in the  development  stage.  The  Company is in the
business of providing a portal for game players to play games over the Internet.
The Company provided this portal free of charge but has started charging monthly
fees for clans to be guaranteed  space on private  servers for players to combat
others without interruption from the general Internet public.

Basis of Accounting:
--------------------
It is the Company's  policy to prepare its  financial  statements on the accrual
basis of accounting in conformity with generally accepted accounting principles.
Sales are recorded as income in the period in which they are earned and expenses
are recognized in the period in which the related liability is incurred.

Revenue Recognition:
--------------------
Revenue is recognized  when payment for services are received  which is when the
customers  account is activated.  The company receives fees for players or clans
to play on its servers and the Company gives no refunds.

Cash and Cash Equivalents:
--------------------------
For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  debt  instruments  with a  maturity  of three  months or less to be cash
equivalents.

Loss per Common Share:
----------------------
Loss  applicable  to common  share is based on the  weighted  average  number of
shares of common stock outstanding during the period presented.

Accounting Estimates:
---------------------
The preparation of financial  statements in conformity  with generally  accepted
accounting   principles  requires  management  to  make  certain  estimates  and
assumptions  that affect the amount  reported in the  financial  statements  and
accompanying notes. Actual results could differ from those estimates.

Stock based compensation:
-------------------------
The Company accounts for stock based compensation in accordance with FAS 123 and
APB No. 25 and the Financial  Accounting  Standards Board Interpretation No. 44.
This  requires  that we base the  issuance  of  stock  at the fair  value of the
consideration received.





                                                                             F-6


<PAGE>



                               GAMEHAPPY.COM, INC.
                           A Development Stage Company

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002

Note A - Nature of  Business  and  Summary of  Significant  Accounting  Policies
--------------------------------------------------------------------------------
(con't):  Software  Development  Costs:
---------------------------------------
The Company  accounts  for its software
development costs under the provisions of Statement of Position 98-1 "Accounting
for the Costs of Computer  Software  Developed or Obtained  for  Internal  Use",
which was issued by the AICPA in 1998. This requires the  capitalization  of the
costs incurred in connection with developing or obtaining internal-use software.

Income Tax:
-----------
The Company is subject to the greater of federal income taxes computed under the
regular system or the alternative  minimum tax (ATM) system. The Company uses an
asset and  liability  approach for the  accounting  and  financial  reporting of
income tax as required by SFAS No. 109.  Under this method,  deferred tax assets
and  liabilities  are  determined  based on  temporary  differences  between the
financial  carrying  amounts and the tax bases of assets and  liabilities  using
enacted tax rates in effect in the years in which the temporary  differences are
expected to reverse.

Note B - Web site:
------------------

The  Company's  primary  asset  is its  web  site  which  is the  center  of its
operational and income generating activities for which it paid $10,000. The cost
of the web site is being  amortized over three years starting in April 2000, the
first month of operation.

The cost of  developing  the web site is accounted  for under the  provisions of
Statement  of  Position  98-1  "Accounting  for the Costs of  Computer  Software
Developed or Obtained for Internal Use",  which was issued by the AICPA in 1998.
This  requires  the  capitalization  of the costs  incurred in  connection  with
developing or obtaining internal-use software.

In March 2000, the Financial  Accounting  Standards Board issued  Interpretation
No.  44 (FIN No.  44)  "Accounting  for  Certain  Transactions  Involving  Stock
Compensation", an interpretation of APB Opinion No. 25" which was effective July
1, 2000. The website  development  was paid for by issuing  2,246,426  shares of
common  stock,  the value of which was $0.00445 per share which was  arbitrarily
determined and negotiated since there was no readily  determinable  market value
for the Company's shares.


Note C - Stockholders' Equity:
------------------------------
Common Stock:
-------------
The Company is  authorized to issue  50,000,000  common shares of stock at a par
value of $0.001 per share. These shares have full voting rights. At December 31,
2002  and  2001,  there  were  8,003,599  and  7,799,999   shares   outstanding,
respectively.  The financial statements have been adjusted to show results as if
these  shares  were not  issued.  The  Company  has not paid a  dividend  to its
shareholders.

                                                                             F-7



<PAGE>



                               GAMEHAPPY.COM, INC.
                           A Development Stage Company

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002

Note C - Stockholders' Equity (con't):
--------------------------------------

Preferred Stock:
----------------
The Company is  authorized to issue  20,000,000  common shares of stock at a par
value of $1.00 per share.  These shares have full voting rights. At December 31,
2002 and 2001, there were zero preferred shares outstanding. The Company has not
paid a dividend to its shareholders.


Note D - Income Taxes:
----------------------

The Company had a net operating loss of $138,671 for the periods  presented.  No
deferred tax asset has been  recognized  for the operating loss as any valuation
allowance would reduce the benefit to zero.

         Operating losses expire:           2020              $75,701
                                            2021              $27,095
                                            2022              $35,875

The Company has adopted the asset and liability  method of accounting for income
taxes as required by SFAS No. 109. In accordance  with SFAS No. 109, the Company
has recorded a valuation  allowance  equal to the deferred tax asset as a result
of  the  Company's  "going  concern"  opinion  referred  to in  Note  F and  the
uncertainty that it will be realized.

The  components  of the  provision  (benefit)  for income taxes  included in the
financial statements as of December 31, 2002 are as follows:

Deferred tax assets:
Net operating loss carryforwards                                     $(138,671)
Valuation allowance                                                    138,671
                                                                     ----------
Total deferred income tax assets                                           -0-
Total deferred income tax liabilities                                      -0-
                                                                     ----------
Net deferred income tax assets                                       $     -0-

The  Company's  effective tax rate on a pre-tax  income  (loss) from  continuing
operations differs from the U.S federal statutory rate as follows:

U.S. federal statutory rate                                             (  34)%
Increase (decrease) in rates resulting from:
         Change in valuation allowance for deferred tax asset              34 %
                                                                     ----------
Effective tax rate                                                          0 %



                                                                             F-8


<PAGE>


                               GAMEHAPPY.COM, INC.
                           A Development Stage Company

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002




Note E - Going Concern:
-----------------------

The Company has minimal capital resources available to meet obligations expected
to be  incurred  given  that  it is a  start  up  enterprise.  Accordingly,  the
Company's continued existence is dependent upon the successful  operation of the
Company's plan of operations,  selling common stock in the Company, or obtaining
additional  financing.  The  Company  has  altered  its  operations  to meet its
obligations,  more  specifically,  by  charging  customers  for  the  use of its
Internet  portal for  game-players.  The Company  believes that the revenue from
these  players and the funds raised from  selling  common stock will give it the
capital needed to fund its operations. However, if these conditions among others
are not met, the Company may be unable to continue as a going concern.














                                                                             F-9