U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-KSB


(Mark One)

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

     For the fiscal year ended December 31, 2001

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

     For the transition period from ________________ to ________________

         Commission file number 000-49600


                               JDLphotos.com, Inc.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

                   Colorado                                  84-1536670
      -------------------------------                   -------------------
      (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                    Identification No.)

              1127 Sumac Street
             Longmont, Colorado                                         80501
  ----------------------------------------                            ----------
  (Address of principal executive offices)                            (Zip Code)

Issuer's telephone number (303) 678-9089

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

                                                     Name of each exchange on
         Title of each class                             which registered

None
-------------------------------------            -------------------------------

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

         Common Stock, $.0001 par value
         --------------------------------------------------------------
                                (Title of class)


<PAGE>





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. Yes  X   No
                                                             -----   -----

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

State issuer's revenues for its most recent fiscal year.  $97,278
                                                          -------

Of the 6,510,000 shares of voting stock of the registrant issued and outstanding
as of March 23, 2002, 510,000 shares are held by non-affiliates.  Because of the
absence of an established trading market for the voting stock, the registrant is
unable to  calculate  the  aggregate  market  value of the voting  stock held by
non-affiliates as of a specified date within the past 60 days.

Transitional Small Business Disclosure Format:  Yes      No  X
                                                   -----   -----































                                        2
<PAGE>




                                     PART I

Item 1.   Description of Business.

     (a)  Business Development.

     JDLphotos.com,  Inc., was organized under the laws of the State of Colorado
on March 15,  2000.  We are engaged in the business of the  marketing,  sale and
distribution of the  reproductions and images of the photographs of Mr. James J.
DeLutes,  our  President/Secretary/Treasurer  and a director and an  approximate
92.2% shareholder of JDLphotos.com. Mr. DeLutes is an award-winning photographer
and has,  personally  and  professionally,  in  excess  of  twenty-six  years of
experience. We incorporated Jim DeLutes Photography,  our predecessor,  in order
to enable the company to take  advantage  of the  capital  markets and to expand
operations to the Internet.  We have entered into an exclusive license agreement
with Mr. DeLutes that gives us the right to use all of his original photographs,
including those available  online,  for a period of five years through March 15,
2005, with one renewal  option,  with his consent,  for an additional  five-year
period.  Our web site is located at  http://www.JDLphotos.com.  Information  set
                                     ------------------------
forth on our web site is not part of this report.  Our  telephone  and facsimile
number is (303)  678-9089.  For the year ended  December 31,  2001,  we realized
revenues of $97,278 and a net loss of  $(34,202)  ($.01 per share).  We realized
revenues  of $90,366  and a net loss of  $(20,716)  ($(.01)  per share of common
stock) for the year ended December 31, 2000.

     On March 15, 2000, pursuant to the Proprietorship  Purchase Agreement dated
March 15,  2000,  we  acquired  100% of Mr.  DeLutes'  interest  in Jim  DeLutes
Photography,  a sole  proprietorship  operated  by him from May 1992  until  its
acquisition  by us in March  2000.  Jim  DeLutes  Photography's  business,  like
JDLphotos.com's business, was limited to the marketing, sale and distribution of
photographic  prints and other products featuring Mr. DeLutes'  photographs.  We
issued  3,000,000  shares of common  stock and paid the sum of  $14,157  for the
company.  As a result of the  acquisition,  we obtained  net assets  valued,  at
historical  cost, at $23,887,  including  cash  ($1,047),  inventory  ($10,658),
prepaid booth rental deposits ($6,680),  other assets ($1,590) and fixed assets,
less accumulated depreciation ($3,712), including a display set ($677), computer
equipment  ($2,492),  photography  equipment  ($75),  other equipment ($-0-) and
furniture ($468).  The net value of the  consideration  delivered by Mr. DeLutes
for  the  3,000,000  shares  was  $9,730,  at  the  rate  of  $.003  per  share,
representing the difference  between the aggregate  historical cost value of the
assets,  subject to the  liabilities  in the amount of  $23,887,  of Jim DeLutes
Photography  and the  $14,157  cash  sum  received  by him  between  April 1 and
December 31, 2000,  together with the shares.  In the financial  statements that
accompany this report,  the transaction was accounted for as a reorganization of
entities under common control.

     We sold a total of 460,000  shares of common  stock for gross  proceeds  of
$115,000  under  Regulation A under Section 3(b) of the  Securities  Act of 1933
during  October and November  2001.  The offering  price of the shares of common
stock sold in the  offering  was $.25 per share.  See Part II, Item 4.,  "Recent
Sales of  Unregistered  Securities,"  for a more  detailed  description  of this
financing.



                                        3
<PAGE>




     Our  objective  is to become a  successful  online  retailer/broker  of the
reproductions  and  images of Mr.  DeLutes'  photographs.  Key  elements  of our
strategy include the following:

     o    Offering to our customers at competitive  prices a broad  selection of
quality photographic  reproductions and other products to be developed featuring
Mr. DeLutes' photographs;

     o    Delivering  superior  customer  service and promoting repeat purchases
through  continuous  enhancement of our technology,  web site  functionality and
inventory;

     o    Fostering  consumer  trust and  satisfaction  through  our  money-back
guarantee policy; and

     o    Continuing to maintain our relationships with Web Site Design by Chris
Maher,   Image   Production   by  Larry   Berman,   http://www.calumetphoto.com,
                                                    ---------------------------
http://www.huntfor.com,   http://www.artquest.com,   http://www.photosights.com,
----------------------    -----------------------    --------------------------
http://www.regard-it.com/photolinks.htm,     http://www.fredsphoto.on.ca     and
---------------------------------------      ---------------------------
http://www.bazarin.com  and developing  relationships  with other companies that
----------------------
can help grow our business.

     See (b) "Business of Issuer"  immediately  below for a  description  of our
current operations and future proposed activities.

     (b)  Business of the Issuer.

General
-------

     We  presently  market  our  products  online,  at  juried  art  fairs  held
throughout the United States,  through  corporate  interior  designers and stock
photography  companies  and/or  otherwise.  Our  Internet web site enables us to
market our products  throughout  the world,  although our primary  target market
continues  to be the United  States.  The  Internet  has become an  increasingly
significant medium for commerce in many industries. Our success depends upon the
widespread acceptance and use of the Internet as an effective medium of business
and communication by our target customers. While we cannot be certain, we expect
rapid growth in the use of and  interest in the  Internet to continue,  although
the rate of growth  may not be at  historical  rates.  We  occupy a small  niche
within the sizable  industry of the marketing and  distribution  of photographic
reproductions  because our products are limited to  reproductions,  and/or other
products featuring images, of the unique photographs of Mr. DeLutes.  We believe
that our business will  ultimately be  profitable,  albeit  possibly not for the
next several years during which  expenses  related to our expansion may cause us
to incur a loss from  operations.  However,  because  of the  uniqueness  of our
products,  we do not consider the future of our  business to be  susceptible  to
prediction based upon any recognized industry trends.

Products
--------

     Our  products are  presently  limited to the matted,  framed  prints of Mr.
DeLutes' photographs. At December 31, 2001, our product inventory was valued, at
cost,  at  $13,571.  The items are  physically  located  at our  offices  in our
President's  residence in  Longmont,  Colorado.  Mr.  DeLutes'  photographs  are
artistic  in  nature  and  feature,  among  other  things,  plants,   including,



                                        4
<PAGE>




primarily, flowers and leaves; wildlife such as butterflies;  weather phenomena,
including lightning,  sunrises and sunsets; and scenes of attractive  locations,
such as doors,  windows and missions,  in the  southwestern  United States.  The
seventy-two  reproductions of Mr. DeLutes' photographs available on our web site
are organized in groups of twelve by the subject matter of the photographs.  The
photographic  images  of  Mr.  DeLutes'  work  available  on  the  Internet  are
representative  of the  photographs in his collection  that are the most popular
with the public.  Each  purchaser has his choice of black or white matting and a
frame to complement the matting. If, upon receipt of his purchase, the purchaser
is  dissatisfied  for  any  reason,  he can  take  advantage  of our  money-back
guarantee to obtain a refund of the purchase  price of the print,  less the cost
of shipping  and  handling.  A full  refund,  less  shipping  and  handling,  is
available to  dissatisfied  purchasers for a period of one year from the date of
purchase.  No purchaser has ever  requested a refund  pursuant to our money-back
guarantee  policy  through the date of this report.  In order to  diversify  our
product  line,  we  allocated  a minimum of $15,000  (approximately  23%) of the
proceeds realized from our common stock offering  completed in November 2001 for
the   development  of  new  products   featuring  the  images  of  Mr.  DeLutes'
photographs, including note cards and posters.

     Commencing January 10, 2002, PhotoCraft,  Boulder,  Colorado, has performed
the printing of Mr. DeLutes'  photographs  that we market,  sell and distribute.
For the six years prior to this date, Slideprinter,  Denver, Colorado, performed
these  printing  services for us. We pay  PhotoCraft for printing at a rate in a
range from $1.00 to $100.00 per  photographic  print for five different sizes of
prints. Since Slideprinter has performed services for us in the past, we believe
that the company would be available to replace or assist  PhotoCraft should that
become necessary for any reason.  We have no written  agreements with PhotoCraft
or  Slideprinter.  All  matting and  framing of the prints is  performed  by Mr.
DeLutes  using  equipment  owned,  and  located  on the  premises  in  Longmont,
Colorado,  occupied,  by JDLphotos.com.  This equipment includes a mat cutter, a
dry mount press and a paper  cutter.  The space that we occupy at the  Longmont,
Colorado, facilities is adequate for Mr. DeLutes to perform the required matting
and framing  services.  We do not plan to outsource matting and framing services
until  such  time,  if ever,  that  Mr.  DeLutes'  responsibilities  as the sole
executive officer and director of the company preclude his timely performance of
these services.

     On March 15, 2000, we entered into the License Agreement dated effective as
of March 15, 2000, with Mr. DeLutes.  Pursuant to the License Agreement, we have
the  exclusive  right  to use  all  of Mr.  DeLutes'  original  photographs,  or
transparencies,  for a period of five years  through  March 15, 2005,  to create
photographic  prints,  images and likenesses from the  transparencies for retail
sale and distribution and to derive revenue from the commercial  exploitation of
the photographs in any manner whatsoever.  As consideration for the license,  we
have agreed to pay Mr.  DeLutes a royalty of ten per cent of each  increment  of
$200,000  in Net  Revenue  realized  on an annual  basis from the retail sale of
prints and other commercial  exploitation of the  photographs.  "Net Revenue" is
defined  in the  License  Agreement  as gross  revenue,  less  certain  expenses
including freight and delivery charges, insurance, returns, taxes, discounts and
allowances  actually given. The royalty is payable by us upon our realization of
each increment of $200,000 in gross revenue, less the aforementioned expenses in
any year.  No royalties  have been paid to Mr.  DeLutes  pursuant to the License



                                        5
<PAGE>




Agreement  because we have not yet realized $200,000 in Net Revenue in any year.
The License  Agreement is renewable for one  additional  five-year term with Mr.
DeLutes' consent.

Online Retailing
----------------

     Our web site, the Internet address of which is http://www.JDLphotos.com, is
                                                    ------------------------
hosted by ProWebsite and maintained by Berman Graphics.  The web site, which was
established  in March 2000,  accounts for  approximately  8% to 10% of our total
gross revenues presently.  Despite its limited history, the site was featured as
the "Web Site of the Month" in the August 2000 issue of Shutterbug  Magazine,  a
photography  magazine with one of the largest  circulations in the United States
and in the  November/December  2000  issue  of  Colorado  Homes  and  Lifestyles
Magazine.  Our web site features seventy-two  photographic  reproductions and is
organized into six galleries,  each of which features twelve photographic prints
organized  around a particular  theme.  The themes of the six galleries  include
"Best of Studio Photos," "More Best of Studio Photos,"  "Collection of Scenics,"
"Southwest  Scenics,"   "Lightning,   Sunrise/Sunsets"   and  "Doors,   Windows,
Missions."  Generally,  the prints feature photographs of flowers,  butterflies,
leaves, weather phenomena (including lightning, sunrises and sunsets) and scenes
of missions and other attractive  locations in the  southwestern  United States,
primarily.  The pages of the site, in addition to those featuring the galleries,
contain Mr. DeLutes'  statement,  the schedule of shows, links to related sites,
information  on the  procedure  to purchase  products and  directions  on taking
advantage of our money-back  guarantee.  We believe that our site is attractive,
logically  organized and convenient for online  purchasers.  We have allocated a
minimum of $5,000 (4.4%) of the proceeds received from our common stock offering
completed in November 2001 for the expansion  and  enhancement  of our web site,
including but not limited to, adding  galleries,  information pages and links to
the site and registering with additional search engines.

     As a small online retailer,  we are dedicated to serving our customers with
a broad selection of photographic reproductions featured on our web site located
at http://www.JDLphotos.com  and superior customer service. We strive to provide
   ------------------------
customers  with a convenient  shopping  experience  by  providing an  organized,
logical and customer-friendly  Internet site designed in an attractive manner so
as to capture and  maintain  the interest of most  visitors.  A  high-resolution
photograph of each  available item is displayed in each gallery in real time and
on a continuous  basis;  i.e.,  twenty-four  hours per day, seven days per week.
Detailed  instructions  are  available  on our site to enable the  purchaser  to
consummate  the  purchase  transaction  with as much ease and  simplicity  as is
possible.  Payment arrangements can be made via the Internet using a credit card
or by delivery  of a check.  To  safeguard  credit  card  transactions,  we have
implemented security measures,  including, but not limited to, layering, locking
and  encryption.  Visitors  to the site can pose  questions  to Mr.  DeLutes  by
calling our toll free telephone  number. We market our web site through links to
and alliances with compatible web sites, through traditional advertising methods
and at the juried art shows attended by Mr.  DeLutes.  Our web site is linked to
the  following  compatible  web sites:  Web Site  Design by Chris  Maher,  Image
Production by Larry Berman, http://www.calumetphoto.com, http://www.huntfor.com,
                            ---------------------------  ----------------------
http://www.artquest.com,                             http://www.photosights.com,
-----------------------                              --------------------------
http://www.regard-it.com/photolinks.htm,     http://www.fredsphoto.on.ca     and
---------------------------------------      ---------------------------
http://www.bazarin.com. The traffic on our Internet site increased significantly
----------------------



                                        6
<PAGE>




in  December  2001.  During that  month,  we  averaged  over 1,000 page hits and
approximately  200 unique  visitors to our web site per day.  Unique  visits and
hits to our site may not continue at these rates.

     We attract and retain customers by emphasizing the following key factors:

     Extensive  Product  Selection.  We offer a broad  selection of photographic
     -----------------------------
reproductions.  Our online  business  model  enables us to  aggregate  a diverse
product selection and dynamically  change our product mix to meet consumer needs
and interests.

     Superior  Shopping  Experience.  We believe  that we provide an  intuitive,
     ------------------------------
easy-to-use  web  site,  offering  extensive  product  selection.  Each  product
presentation is supported by a high-resolution  photograph of the item available
for sale on our web site. We provide  consumers  with  delivery  direct to their
door.

     Quality Customer  Service.  The typical online shopping  experience  begins
     -------------------------
with the search for products  that meet  specific  needs,  including  the online
ordering process and extends through product delivery and post-purchase support.
We believe that the ability to accurately fulfill orders,  ship products quickly
to a customer's door or efficiently handle customer inquiries is as important to
customer  satisfaction as product selection.  As of the date of this report, our
in-house customer service operation is limited to our President, who is our sole
employee as of the date of this report.

     Money-Back Guarantee.  We provide each customer with a money-back guarantee
     --------------------
permitting  the  return  of the  item  within  one year if the  customer  is not
satisfied with it for any other reason.

The Internet and Electronic Commerce
------------------------------------

     The   Internet   has  become  an   increasingly   significant   medium  for
communication,  exchange of  information  and  commerce.  According  to the U.S.
Department  of  Commerce,  retail sales on the  Internet  increased  67% for the
quarter ended  December 31, 2000, as compared to the quarter ended  December 31,
1999. Nua Internet  Surveys  reports that the total number of people online grew
to 304 million in 2000, an increase of 78% over 1999. We believe this  increased
usage is because of a number of factors, including the following:

     o    A large installed base of personal computers;

     o    Advances in the speed of personal computers and modems;

     o    Easier and less expensive access to the Internet;

     o    Improvements in network security, infrastructure and bandwidth;

     o    A wider range of online offerings; and

     o    Growing consumer awareness of the benefits of online shopping.


                                        7
<PAGE>




However,  there are many risks  associated  with the  conduct of business on the
Internet, including, among others, security, viruses and fraud. While hacking is
a serious threat to electronic  commerce  companies such as  JDLphotos.com,  the
greatest threat to the security of our business  transactions on the Internet is
expected to arise from our own employees.  JDLphotos.com, like most other online
retailers,  intends to continuously  implement a wide range of hardware security
measures to offer network protection and business continuity.  Nevertheless,  we
believe that many companies lack the capital and/or customer demand to warrant a
sizeable  investment  in  electronic   security   protective   applications  and
technologies.  Further,  while many companies have a formal security policy,  we
believe that nearly all are far from adequate and very few companies educate all
members of staff,  conduct risk analysis on a regular basis and regularly assess
their software for security flaws.

     With the wide range of security flaws  inherent in the Internet,  we can be
expected  to be at a  serious  disadvantage,  as  compared  to our  competitors,
especially  with  regard to  electronic  commercial  transactions  if we fail to
protect or minimize the risks to JDLphotos.com from security threats.  While the
Internet  represents  a  new  and  highly  lucrative  market,  we  expect  to be
challenged by the necessity to become fully aware of new technologies so that we
can manage  the risks  associated  with  conducting  transactions  over the web.
Another  disadvantage to our conducting  business on the Internet is the lack of
physical representation enabling customers to inspect our merchandise in advance
of placing an order and obtaining  customer  services from  personnel  with whom
they are unable to  interact in person.  Because of this,  we are  committed  to
displaying our products at art shows and fairs where the type of customer unable
to develop a comfort level in the absence of physical representation can examine
an item prior to purchase. Nevertheless, we will likely be required to deal with
dissatisfied  customers  believing  that the item ordered  online differs in its
physical appearance from the photographic image viewed on the Internet.  Despite
the above-described  and other risks of online retailing,  we intend to focus on
this  method  of  displaying   and  retailing  our  inventory   because  of  the
significantly  reduced cost to us of maintaining a limited  retail  facility and
marketing staff.

Marketing
---------

     In the future, we expect the bulk of our business to be derived from online
marketing.  Our online marketing  strategy is designed to attract customers most
likely to shop  online,  convert  browsers  to buyers,  meet or exceed  customer
expectations,  drive repeat  purchases and build enduring brand equity.  Our web
site,  located at  www.JDLphotos.com,  is divided into six  different  galleries
                   -----------------
featuring a total of seventy-two photographic prints. Our web site also includes
the  artist's  statement,  an art show  schedule,  links to  related  sites  and
information  on the procedure to purchase our products and take advantage of our
money-back  guarantee.  We promote our web site through links to photography and
other related web sites.  There is a link to the following  compatible web sites
on our  home  page on the  Internet:  Web Site  Design  by  Chris  Maher,  Image
Production by Larry Berman, http://www.calumetphoto.com, http://www.huntfor.com,
                            ---------------------------  ----------------------
http://www.artquest.com,                             http://www.photosights.com,
-----------------------                              --------------------------
http://www.regard-it.com/photolinks.htm,     http://www.fredsphoto.on.ca     and
---------------------------------------      ---------------------------
http://www.bazarin.com.  Visitors  to our web site have the ability to link back
----------------------
and  forth  between  our site and the  above-listed  sites on the  Internet.  In




                                        8
<PAGE>




addition,  Yahoo!, an Internet search engine, has recently included our web site
in its search  capabilities.  The  potential  visitor to our web site, by typing
certain phrases,  such as "photography,"  "photographs,"  "nature and wildlife,"
and/or  "personal  exhibits" into Yahoo!'s search engine,  can locate and obtain
access to our web site,  in addition to the web sites of other online  retailers
of  photographic  prints.  We believe that retail sales have increased since our
inception because of our increasing emphasis on online marketing.

     The primary  marketing  device that we utilize,  excepting our Internet web
site, is the  presentation  and marketing of our  photographic  reproductions at
national  juried art shows  that Mr.  DeLutes  attends on our behalf  across the
United States in the spring and summer months, primarily, of each year. It is an
honor and a privilege for us to be invited to attend these shows because we must
be selected by a jury that reviews submissions of the work of many United States
photographers  in  addition  to Mr.  DeLutes.  The  jury  selection  process  is
necessarily  subjective and, accordingly,  we cannot be certain of the number or
the  identity  of the  shows  to  which we will be  invited  from  year to year.
However,  Mr. DeLutes  estimates,  based upon his experience  over the past nine
years, that we will be invited to attend  approximately  twenty juried art shows
in any given year. Mr. DeLutes  determines the best shows to which to submit his
work based upon the amount of gross revenue  realized from product sales at each
show in past years and other research efforts.

     In  addition to online  marketing  and  marketing  at juried art shows held
throughout the United States, we market our photographic prints through "word of
mouth" of corporate  interior  designers  and stock  photography  companies.  In
addition, we intend to continue to use the traditional marketing methods we have
employed in the past,  including  promotional  mailings to  customers  that have
previously  purchased  products  from  us  or  have  expressed  an  interest  in
photography.  We may also advertise in newspapers and use telemarketing,  but we
have no present plans to employ any of these methods of marketing at the present
time.

     Presently, our primary customers are individuals who view Mr. DeLutes' work
at the  national  juried  art shows he  attends  annually.  Corporate  customers
seeking  photographic  prints  and  images  for  office  and/or  building  decor
represent  approximately  10%  of the  current  market.  We  estimate  that  the
potential market for photographic prints and images of Mr. DeLutes' work exceeds
$250,000  annually for the next two years.  Thereafter,  we  anticipate  that an
increase  in sales of  approximately  30% to 40%  annually  is  possible.  These
predictions assume,  however,  enhanced online sales and marketing  capabilities
and our entry into additional  strategic  relationships  to help promote our web
site.  None of our customers  accounts  for, or based upon existing  orders will
account  for, a major  portion  (20% or more) of our sales.  We have no existing
sales contracts.

Fulfillment and Distribution
----------------------------

     We currently  fulfill all customer  orders from our facilities in Longmont,
Colorado.  Mr. James J. DeLutes, our sole executive officer,  fills all customer
orders.  We presently  manually update product  availability on our web site. We
pack the items on  location at our offices  and then  deliver  them to UPS,  the
United States  Postal  Service or other  shipping  company for  distribution  to
consumers  anywhere in the United States.  We are committed to shipping accurate
orders,  efficiently and effectively.  Mr. DeLutes brings to  JDLphotos.com  his




                                        9
<PAGE>




expertise  in  fulfillment  and  distribution  developed  as  a  result  of  his
experience with Jim DeLutes  Photography.  We intend to establish a distribution
center in warehouse  space  separate  from our offices at such time, if ever, as
the demand for our photographic prints increases sufficiently.

Customer Service
----------------

     We believe that a high level of customer service and support is critical to
retaining and expanding our customer base. Our President,  Mr. James J. DeLutes,
is our  sole  employee  and,  accordingly,  we have  no  other  personnel  whose
responsibilities  are  customer  service and support in nature.  Mr.  DeLutes is
available via telephone,  generally, from 8:00 a.m. to 5:00 p.m., Mountain Time,
Monday to Friday, and can also be reached by e-mail or facsimile.  Presently, we
provide,  by e-mail order and shipping  confirmation  (with  tracking  numbers),
notification  of  customers  regarding  out-of-stock  situations  and, for those
orders, frequent updating of customers on order status.

     We are dedicated to customer satisfaction. We deliver on this commitment in
a number of ways, including:

     o    A one-year refund if the shipment is not satisfactory;

     o    Customer  service  guarantee  of a  three-day  response  time  for all
inquiries;

     o    Privacy guarantee to use personal  information  exclusively to process
orders and not to sell, trade or rent the information to other companies; and

     o    Security  guarantee  ensuring  protection of personal  information and
compensation to consumers for the amount of their  liability,  up to $50, in the
unlikely event of unauthorized interception and use of their credit card.

Technology and Network Operations
---------------------------------

     We have implemented services and systems for site management, searching and
customer  interaction.  Our  system has been  custom-designed  and  written  for
performance, reliability and scalability using software applications for:

     o    Displaying merchandise in an organized,  logical and customer-friendly
way;

     o    Accepting, verifying, organizing and managing customer orders;

     o    Notifying and updating customers of order status;

     o    Managing shipment of products; and

     o    Electronic-commerce.




                                       10
<PAGE>




     These  systems and services  employ a  combination  of our own  proprietary
technologies and commercially available, licensed technologies.  Our proprietary
technologies are embodied in software that is exclusively  owned and implemented
by  us.  We  have  a  non-exclusive  license  to use a  shopping  cart  commerce
application,  which has been  customized  for us. This commerce  application  is
integrated  with  our  custom   software,   enabling  a  fully  automated  order
fulfillment  process.  We realize many  benefits from the  integration  of these
systems, including:

     o    Tracking customer orders through the entire supply chain in real-time;

     o    Making rapid changes to processes such as a change in shipping policy;
and

     o    Efficiently expanding our infrastructure.

     Our operating system is Unix and our software  platform and architecture is
integrated  with Apache web software.  Our  production  system is located at our
offices in El Segundo, California, and provides twenty-four-hour engineering and
monitoring  support.  We  address  the  goals of  performance,  reliability  and
scalability.  Our  objective  is to have  fast  download  times  and make use of
caching and load balancing at the web server and  application  level for optimal
performance. We outsource development work to outside consultants.  Our web site
is up and running twenty-four hours a day, seven days a week. We anticipate that
we will continue to devote significant  resources to product  development in the
future as we add new features and functionality to our web site.

Competition
-----------

     The  market  for  photographic   reproductions  is  intensely  competitive.
Competition  is expected to intensify  in the future,  which may result in price
reductions,  fewer  customer  orders,  reduced  gross margins and loss of market
share. We currently or potentially  compete with a variety of companies  located
both inside and outside the United States engaged in brokering and/or dealing in
photographic reproductions and images of every character and kind. Many of these
companies are established and have significantly  greater financial,  technical,
marketing and other resources.  Additionally,  many of these  organizations have
proven   operating   histories,   which  we  lack.   These   companies   include
photographers,  photographer  agents  and  representatives,   photography  stock
agencies,  galleries,  brokers and dealers and a limited number of online stores
that sell  photographic  prints.  It is not possible for us to be more  specific
about our competitors than to generally  identify the  aforementioned  groups of
photographers,  suppliers of prints and others. This is because the artistry and
uniqueness  of Mr.  DeLutes'  work makes it  impossible  for any  competitor  to
duplicate  his images and  photographic  style.  Accordingly,  while we compete,
generally,  together with these competitors,  for customers seeking photographic
prints, purchase decisions are ultimately determined,  for the most part, by the
consumer's taste in photographic  style and imagery.  We believe that there will
be an increasing  number of online retailers of photographic  prints and images,
although Mr. DeLutes' photographs are unique and feature award-winning  artistry
and  technique.  The  current  price range for our  photographic  prints is from
$20.00 to $425.00, depending,  principally, upon the size of the print selected.
Additionally,  unlike  many  other  competitors,  we  offer a full  refund  (not
including  shipping and handling) to dissatisfied  customers for a period of one


                                       11
<PAGE>




year from the date of purchase. We hope, to the extent practicable,  to minimize
our weaknesses, including, among others, our undercapitalization, cash shortage,
limitations  with  respect  to  personnel,  technological,  financial  and other
resources and lack of a customer base and market recognition,  through our focus
on the Internet;  which  eliminates the need for a retail facility and a sizable
marketing staff.  However,  our opportunity to obtain wholesale and other larger
customers may also be limited by our financial resources and other assets.

     We believe that the  following  are  principal  competitive  factors in the
online market:

     o    Web site recognition;

     o    Inventory selection;

     o    Streamlined shopping experience;

     o    Reliability and speed of order shipment;

     o    Customer service;

     o    Speed and accessibility of web site;

     o    Convenience; and

     o    Price.

While we expect  to  compete  on the  basis of the  quality  and  uniqueness  of
products that are "100% money-back  guaranteed" and, to a lesser extent,  on the
basis of price, we are not certain that this strategy will be successful.

Intellectual Property
---------------------

     We rely on a combination  of  trademark,  trade secret and copyright law to
protect our intellectual  property.  These laws afford only limited  protection.
Despite our efforts to protect our proprietary rights,  unauthorized persons may
attempt to copy aspects of our web site,  including the look and feel of our web
site,   photographic  prints  that  we  sell,  product   organization,   product
information and sales mechanics. Unauthorized persons may also attempt to obtain
and use information  that we regard as proprietary,  such as the technology used
to operate our web site and our  content.  We have not filed an  application  to
secure registration for our trademark,  "JDLphotos.com," in the United States or
any other  country.  Any  encroachment  upon our  proprietary  information,  the
unauthorized  use of our  trademark,  the use of a similar  name by a  competing
company or a lawsuit  initiated  against us for our  infringement  upon  another
company's proprietary information or improper use of their trademark, may affect
our ability to create brand name  recognition,  cause customer  confusion and/or
have a detrimental effect on our business.





                                       12
<PAGE>




     Litigation or proceedings  before the U.S. Patent and Trademark  Office may
be  necessary  in the future to enforce our  intellectual  property  rights,  to
protect our trade  secrets and domain name and to  determine  the  validity  and
scope of the proprietary  rights of others. Any litigation or adverse proceeding
could result in substantial costs and diversion of resources and could seriously
harm  our  business  and  operating  results.   Finally,   with  regard  to  our
international  operations,  the  laws  of  many  countries  do not  protect  our
proprietary  rights to as great an extent as do the laws of the  United  States.
Finally, if we sell photographic reproductions internationally, the laws of many
countries do not protect our proprietary  rights to as great an extent as do the
laws of the United States.

     Pursuant to the License  Agreement  dated March 15, 2000, with Mr. James J.
DeLutes, our sole executive officer and director, we have the exclusive right to
use all of his original photographs,  or transparencies,  for a five-year period
through March 15, 2005, to create  photographic  prints,  images and  likenesses
from the  transparencies  for retail sale and distribution and to derive revenue
from the commercial exploitation of the photographs in any manner whatsoever. As
consideration  for the license,  we have agreed to pay Mr.  DeLutes a royalty of
ten per cent of the Net Revenue (gross revenue,  less certain expenses including
freight  and  delivery  charges,   insurance,   returns,  taxes,  discounts  and
allowances actually given, as described in the License Agreement) realized on an
annual basis from the retail sale of prints and other commercial exploitation of
the  photographs.  The  royalty is payable  by us upon our  realization  of each
increment of $200,000 in Net Revenue. The License Agreement is renewable for one
additional five-year term with Mr. DeLutes' consent.

Government Regulation
---------------------

     We are not currently  subject to direct federal,  state or local regulation
other than regulations applicable to businesses generally or directly applicable
to  retailing  or  electronic   commerce.   However,  as  the  Internet  becomes
increasingly  popular,  it is possible that a number of laws and regulations may
be adopted  with  respect to the  Internet.  These laws may cover issues such as
user privacy,  freedom of expression,  pricing,  content and quality of products
and services, taxation,  advertising,  intellectual property rights and security
of information. Furthermore, the growth of electronic commerce may prompt demand
for more  stringent  consumer  protection  laws.  Several  states have  proposed
legislation to limit the uses of personal user  information  gathered  online or
require  online  services to  establish  privacy  policies.  The  Federal  Trade
Commission  has also  initiated  action  against  at least  one  online  service
regarding the manner in which  personal  information is collected from users and
provided  to  third  persons  and  has  proposed  regulations   restricting  the
collection  and use of  information  from  minors  online.  We do not  currently
provide individual personal information regarding our users to third persons and
we currently do not identify  registered users by age. However,  the adoption of
additional privacy or consumer protection laws could create uncertainty in usage
of the  Internet  and reduce the demand for our products and services or require
us to redesign our web site.

     We are not certain how our business may be affected by the  application  of
existing  laws  governing  issues  such  as  property   ownership,   copyrights,
encryption and other intellectual property issues,  taxation,  libel, obscenity,
qualification  to do business and personal  privacy.  The vast majority of these
laws were adopted prior to the advent of the Internet.  As a result, they do not



                                       13
<PAGE>




contemplate   or  address  the  unique   issues  of  the  Internet  and  related
technologies.  Changes in laws  intended to address  these  issues  could create
uncertainty in the Internet  marketplace.  This uncertainty  could reduce demand
for our posters,  increase the cost of doing  business as a result of litigation
costs and/or increase service delivery costs.

Employees
---------

     Mr. James J. DeLutes, our sole executive officer,  director and controlling
shareholder,  is our only  employee  currently.  He is  employed  on a full-time
basis.  Mr. DeLutes,  as a result of his experience and expertise in photography
and because of his business  management  experience and acumen, is considered to
be key to our business success. We would have difficulty  replacing Mr. DeLutes'
experience  and  expertise.  Mr.  DeLutes  devotes full time to the business and
affairs of JDLphotos.com.  We do not anticipate the employment of any additional
individuals  within the next twelve months.  Mr. Scott M.  Thornock,  our former
Secretary/Treasurer  and  a  director  of  JDLphotos.com,  resigned  from  these
positions  on May 8, 2001,  because  the time and effort  demanded  by his other
business commitments made it impossible for him to devote the requisite time and
effort to JDLphotos.com's  business and affairs. We have no plans to replace Mr.
Thornock for the foreseeable future.

     For  his  services,  Mr.  DeLutes  has  received,   since  March  1,  1999,
reimbursement  in the amount of $1,515 for payments  for coverage  under a group
medical insurance  benefits plan and, since January 1, 2001, a salary of $36,000
per annum.  Of this  amount,  the sum of $18,000  was  accrued  for  services he
performed during the period from January 1 through June 30, 2001. As of the date
of this report, we owe Mr. DeLutes the amount of $6,309 after offsetting the net
amounts of $7,774 and $3,917 Mr.  DeLutes  borrowed  from us during  fiscal 2000
from the $18,000 total of accrued  compensation.  Mr. Thornock  received no cash
compensation for his services.  No other cash  compensation has been awarded to,
earned by or paid to either Mr. DeLutes or Mr.  Thornock since our  organization
for  all  services  each   individual   has  performed  in  all  capacities  for
JDLphotos.com.  These compensation arrangements are expected to continue for the
foreseeable  future.  Except for our group medical  insurance  benefits plan, we
have no plans to adopt any  supplemental  benefits or incentive  arrangements at
the present time. However, Mr. DeLutes, our President/Secretary/Treasurer,  is a
party to the License  Agreement  pursuant to which he will  receive a royalty of
ten per cent of each  $200,000  increment  of Net  Revenue,  as  defined  in the
License  Agreement,  that  JDLphotos.com  realizes  on an annual  basis from the
retail sale of prints and other commercial exploitation of Mr. DeLutes' original
photographs, or transparencies,  licensed to us. For a more detailed description
of the  License  Agreement,  see Part I,  Item 7.,  "Certain  Relationships  and
Related Transactions."

     On March 15, 2000, we issued  3,000,000 shares of common stock and paid the
sum of $14,157 in cash to Mr.  James J.  DeLutes,  our sole  executive  officer,
director  and  controlling  shareholder,  in exchange  for 100% of Mr.  DeLutes'
interest in Jim DeLutes Photography,  a sole proprietorship having total assets,
subject to liabilities, valued, at historical cost, at $23,887. The net value of
the  consideration  delivered by Mr.  DeLutes for the shares was $9,730,  at the
rate of $.003 per share,  representing  the  difference  between  the  aggregate
historical cost value of the assets, subject to the liabilities in the amount of
$23,887,  of Jim DeLutes  Photography  and the $14,157  cash sum received by Mr.
DeLutes  together with the shares.  On May 8, 2001,  Mr.  DeLutes  purchased all
3,000,000  shares of  common  stock  owned by Mr.  Scott M.  Thornock,  a former
executive officer and director of JDLphotos.com.  As of the date of this report,
the aggregate  6,000,000  shares owned by Mr.  DeLutes  represent  approximately
92.2% of our outstanding common stock.



                                       14
<PAGE>




Item 2.   Description of Property.

     We presently own no real property. We maintain our offices at the residence
of Mr. James J. DeLutes,  the  President/Secretary/Treasurer,  a director and an
approximate 92.2%  shareholder of  JDLphotos.com,  located at 1127 Sumac Street,
Denver,  Colorado  80501.  Since April 1, 2001, we have paid rent to Mr. DeLutes
for the use of space at his  residence  at the rate of $300 per  month  and,  in
addition,  our 35% share of total utilities  expenses and property  taxes.  This
agreement is verbal, with no termination arrangements, and we have no lease with
Mr. DeLutes. We paid our 35% share of all utilities expenses and property taxes,
but no rent, for these facilities from the date of our organization on March 15,
2000,  through March 31, 2001.  These expenses totaled $4,445 and $1,796 for the
years ended  December 31, 2001, and 2000,  respectively.  The space we currently
occupy is  expected to be adequate to meet our  foreseeable  future  needs.  Our
telephone and facsimile number is (303) 678-9089.


Item 3.   Legal Proceedings.

     We know of no legal  proceedings  to  which we are a party or to which  our
property is the subject  that are pending,  threatened  or  contemplated  or any
unsatisfied judgments against us.


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,  2001,  covered  by this  report,  to a vote of our  shareholders,
through our solicitation of proxies or otherwise.


                                     PART II

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

     (a)  Market Information, Holders and Dividends.

          (i)     Market Information.  There  has  been  no  established  public
                  ------------------
     trading  market for the common stock since our inception on March 15, 2000.
     We  have  no  shares  of  common  stock  subject  to  outstanding   options
     exercisable to purchase  common stock.  We have 6,050,000  shares of common
     stock that could be sold pursuant to Rule 144 under the  Securities  Act of
     1933.

          (ii)    Holders.  As of the date of this report, we have approximately
                  -------
     37  shareholders  of record of our 6,510,000  outstanding  shares of common
     stock.

          (iii)   Dividends.  We  have  never paid or declared any  dividends on
                  ---------
     our  common  stock  and do not  anticipate  paying  cash  dividends  in the
     foreseeable future.



                                       15
<PAGE>




     (b)  Recent Sales of Unregistered Securities.

     On March 15, 2000, we issued  3,000,000 shares of common stock and paid the
sum of $14,157 in cash to Mr.  James J.  DeLutes,  our sole  executive  officer,
director  and  controlling  shareholder,  in exchange  for 100% of Mr.  DeLutes'
interest in Jim DeLutes Photography,  a sole proprietorship having total assets,
subject to liabilities, valued, at historical cost, at $23,887. The net value of
the  consideration  delivered by Mr.  DeLutes for the shares was $9,730,  at the
rate of $.003 per share,  representing  the  difference  between  the  aggregate
historical cost value of the assets,  subject to the liabilities  ($23,887),  of
Jim  DeLutes  Photography  and the  $14,157  cash sum  received  by Mr.  DeLutes
together  with the shares.  On March 15,  2000,  we issued  3,000,000  shares of
common  stock and paid the sum of $14,157 in cash to Mr. James J.  DeLutes,  our
sole executive officer,  director and controlling  shareholder,  in exchange for
100% of Mr. DeLutes' interest in Jim DeLutes Photography,  a sole proprietorship
having total assets,  subject to  liabilities,  valued,  at historical  cost, at
$23,887.  On September 30, 2000, we issued  3,000,000  shares of common stock to
Mr. Scott M. Thornock, a former executive officer and director of JDLphotos.com,
in  consideration  for  services   performed  by  him  in  connection  with  the
organization  of the company  valued at $9,730,  at the rate of $.003 per share.
These services,  performed over a period of approximately 49 hours,  related to:
(a) the  development,  design,  layout and function of our site on the Internet;
(b) the development and maintenance of potential  strategic  relationships  with
other web sites and portals; (c) the development and implementation of marketing
strategies,  including the expansion of distribution channels; (d) the formation
and  capitalization of JDLphotos.com,  including the amount of required funding;
and (e) coordinating the efforts of Cordovano and Harvey,  P.C., our independent
auditors.  Mr. DeLutes  purchased all 3,000,000  shares of common stock owned by
Mr.  Thornock  on May 8,  2001.  As of the date of this  report,  the  aggregate
6,000,000  shares  owned by Mr.  DeLutes  represent  approximately  92.2% of our
outstanding common stock.

     On September  30, 2000, we issued 50,000 shares of common stock to Patricia
Cudd,  Esq., the sole  proprietor of Cudd & Associates,  our special  securities
counsel,  for the  performance  of legal  services in  organizing  JDLphotos.com
valued at $162,  at the rate of $.003 per  share.  The  50,000  shares  owned by
Patricia Cudd,  Esq.,  represent  approximately  .8% of our  outstanding  common
stock.

     With respect to the sales  described  above, we relied upon Section 4(2) of
the  Securities  Act of 1933 for  transactions  by an issuer not  involving  any
public offering, as an exemption from the registration requirements of Section 5
of the Securities Act of 1933.  Each of the purchasers was an executive  officer
and director or legal counsel to the company at the time of the  purchase.  Each
investor had enough  knowledge and experience in finance and business matters to
evaluate  the  risks  and  merits  of  his  or her  investment.  Each  purchaser
represented in writing that he or she acquired the securities for investment for
his or her own  account  and  not  with a view to  distribution.  Stop  transfer
instructions  have  been  issued  to our  transfer  agent  with  respect  to the
securities, and the transfer agent has been instructed to issue the certificates
representing  the  securities  bearing a  restrictive  investment  legend.  Each
purchaser  signed a written  agreement  stating that the securities  will not be
sold except by  registration  under the Securities Act of 1933 or pursuant to an
exemption from registration.




                                       16
<PAGE>




     During  October and November 2001, we issued an aggregate of 460,000 shares
of common stock to a total of thirty-five  persons, all of whom are residents of
the State of Colorado,  for cash consideration  totaling $115,000.  The offering
price of the shares was $.25 per share.  We made the sales in reliance  upon the
exemption from  registration  with the U.S.  Securities and Exchange  Commission
provided  under  Section  3(b) of the  Securities  Act of 1933 and  Regulation A
promulgated under the Securities Act of 1933, and in reliance upon the exemption
with the Colorado Division of Securities afforded under Section  11-51-308(1)(p)
of the Colorado  Securities  Act. No underwriter was employed in connection with
the  offering  and sale of the  shares.  The  facts we  relied  upon to make the
Federal exemption available include, among others, the following:

     (i)     The  aggregate offering  price for  the  offering of  the shares of
common stock did not exceed  $5,000,000,  less the aggregate  offering price for
all securities  sold within the twelve months before the start of and during the
offering in reliance upon the exemption under Regulation A;

     (ii)    The required number of  manually executed originals and true copies
of Form 1-A were duly and timely  filed with the U.S.  Securities  and  Exchange
Commission;

     (iii)   The fact that we have not been since our inception:

          (a)     Subject to the reporting requirements of Section 13 or 15(d)
     of the Securities Exchange Act of 1934;

          (b)     An "investment company" within the  meaning  of the Investment
     Company Act of 1940;

          (c)     A  development  stage  company  that  either  has no  specific
     business  plan or purpose or has  indicated  that its  business  plan is to
     engage  in  a  merger  or  acquisition  with  an  unidentified  company  or
     companies, or other entity or person; or

          (d)     Disqualified because of Regulation (Section) 230.262.


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

     This discussion may contain  forward-looking  statements that involve risks
and  uncertainties.  Our actual results may differ  materially  from the results
discussed in these  forward-looking  statements.  We undertake no  obligation to
release  publicly  the  results  of  any  revisions  to  these   forward-looking
statements  to reflect  events or  circumstances  arising after the date of this
report.






                                       17
<PAGE>




General
-------

     We derive our revenue exclusively from the marketing, sale and distribution
of the reproductions and images of the photographs of Mr. James J. DeLutes,  our
sole  executive  officer,  director  and  controlling  shareholder.   He  is  an
award-winning  photographer with in excess of twenty-six years of experience. We
presently  market our products  online,  at juried art fairs held throughout the
United  States,  through  corporate  interior  designers  and stock  photography
companies  and/or  otherwise.  Our  Internet  web site  enables us to market our
products  throughout the world,  although our primary target market continues to
be the United States. The Internet has become an increasingly significant medium
for  commerce  in many  industries.  Our  success  depends  upon the  widespread
acceptance  and use of the  Internet  as an  effective  medium of  business  and
communication  by our target  customers.  While we cannot be certain,  we expect
rapid growth in the use of and  interest in the  Internet to continue,  although
the rate of growth  may not be at  historical  rates.  We  occupy a small  niche
within the sizable  industry of the marketing and  distribution  of photographic
reproductions  because our products are limited to  reproductions,  and/or other
products featuring images, of the unique photographs of Mr. DeLutes.  We believe
that our business will continue to be  profitable,  albeit  possibly not for the
next several years during which  expenses  related to our expansion may cause us
to incur a loss from operations. We expect that we may incur losses for the next
several years as a result of the expansion of our operations to the Internet. In
order  for  us  to  operate  profitably,   the  funds  we  expend  for  hosting,
maintenance,  expansion,  enhancement  and otherwise in connection  with our web
site will be required to be offset by the revenues  realized  from online sales.
However,  because of the  uniqueness  of our  products,  we do not  consider the
future of our business to be susceptible to prediction based upon any recognized
industry trends.

     We intend to expand our  activities  with the proceeds  available  from our
common stock offering  completed in November 2001 for gross proceeds of $115,000
and/or  otherwise.  Our current plans include the  development  of new products,
such as a line  of note  cards  and  posters;  increased  online  marketing  and
marketing to corporate interior designers,  agencies and collectors and in other
new markets;  and the  enhancement  and improvement of our Internet web site. We
allocated  a minimum  of  $15,000,  $5,000  and  $5,000 of the  proceeds  of our
recently-completed  stock  offering for new product  development,  marketing and
enhancement  of our web  site,  respectively.  We also  have  plans to  attend a
greater  number of art  shows and fairs  held  annually  throughout  the  United
States.

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

Year Ended December 31, 2001, Versus Year Ended December 31, 2000
-----------------------------------------------------------------

     We incurred a net loss of  $(34,202)  ($(.01) per share) for the year ended
December 31, 2001, as compared to a net loss of $(23,767) ($(.01) per share) for
the year ended December 31, 2000.

     Our  revenues  increased  approximately  8% from $90,366 for the year ended
December 31, 2000, to $97,278 for the year ended December 31, 2001. We attribute
the modest  increase in revenues to increased  marketing  activities,  primarily
online.  We enjoy  increased  visibility  and  credibility  as a  result  of our



                                       18
<PAGE>




presence on the  Internet.  However,  increased  online  marketing has failed to
translate into an increase in online sales.  Revenues from online sales remained
constant in a range from approximately 8% to approximately 10% of total revenues
during the year ended  December 31, 2001, as compared to the year ended December
31, 2000. We expect a  significant  increase in online sales at some time in the
future because of current and additional  online  marketing  activities  that we
have planned.

     General and  administrative  expenses  increased  approximately  228%, from
$23,265  for the year ended  December  31,  2000,  to $76,313 for the year ended
December 31, 2001. Selling expenses increased approximately 19%, from $23,080 to
$27,413 for the year ended  December 31, 2000, and 2001,  respectively.  Cost of
revenues  decreased  approximately  16%,  from  $31,652 to $26,709 for the years
ended December 31, 2000, and 2001, respectively. For the year ended December 31,
2001, we had interest expenses of $(1,169) and $124 of other income, as compared
to  interest  expense  of $(274)  and $138 of other  income  for the year  ended
December 31, 2000.

Financial Condition and Liquidity
---------------------------------

     To date,  we have been funded  through  $20,500 in bridge  financing in the
form of loans from our sole existing and a former  executive  officer,  director
and  controlling  shareholder and the sale of common stock for gross proceeds of
$115,000  under Section 3(b) and  Regulation A under the  Securities Act of 1933
during  October and November  2001.  On November  29,  2001,  we paid $21,677 in
satisfaction  of the principal  balance of the notes,  together with all accrued
interest at the rate of 6% per annum,  evidencing the loans from  management and
former  management out of the proceeds of the securities  offering  completed in
November  2001. We had working  capital of $79,960 as of December 31, 2001.  Our
strategy in the near future is to continue to increase marketing on the Internet
and implement certain online marketing  activities that we believe will increase
online sales in the near future.  We believe that our future success will be the
result of  increasing  JDLphotos.com's  market share by  continuing  to increase
online and other marketing  activities and maintaining our continued emphasis on
premiere customer service and a strong product line.

     As of December 31, 2001, we had total assets of $102,932,  including  total
current  assets of  $94,996,  net  property  and  equipment  of  $5,537  and net
intangible assets of $2,399. We had total liabilities (current) of $15,036 as of
December 31, 2001. We had a retained  loss of $(50,783) and total  shareholders'
equity of $87,896 as of December 31, 2001.

     Net cash used in  operating  activities  was  $(9,566)  for the year  ended
December 31,  2001,  because of the net loss of  $(34,202)  incurred  during the
period and the  decrease in  inventory  and other  current  assets of  $(2,200),
offset by  advances  and  accrued  expenses to our  President  of  $10,266,  the
increase in accounts payable and other current liabilities of $7,704,  $4,667 in
contributed  services and depreciation and amortization of $4,239.  For the year
ended December 31, 2001, net cash used in investing activities was $(4,395) as a
result of capital expenditures and net cash provided by financing activities was
$89,941  because of gross  proceeds of $115,000  realized  from our common stock
offering  under  Regulation  A and  $2,500 in  proceeds  from  loans,  offset by
payments of $(20,500) on the notes  evidencing  the loans and offering  costs of



                                       19
<PAGE>




$(7,059). Cash increased by $75,980, from $2,859 at the beginning of the year to
$78,839 at the end of the year,  because of  operating,  investing and financing
activities.

Milestones
----------

     In order to become fully  operational and profitable,  we must increase our
inventory of photographic  prints,  enhance our web site,  thoroughly market the
"JDLphotos.com"  brand  name and our  products  and  develop  a full line of new
products,  including,  initially,  a line  of note  cards  and  posters.  We are
currently in the process of increasing our inventory of photographic  prints. We
will  pursue the other  steps with the funds  raised in our  offering  of common
stock completed in November 2001.  However,  funding for the completion of these
milestones  is  dependent  upon the receipt of capital  from equity  and/or debt
financing  in  addition  to that  received  from our stock  offering  and/or the
realization  of  profits  from  operations.  Because  of this,  we are unable to
anticipate the timing of the milestones. Further, because we have only commenced
the first  milestone  listed  above,  we are not yet able to determine the costs
associated with each milestone.

     The  probable  consequences  to us of  delays  in  achieving  each  of  the
milestones  listed  immediately  above is that we will likely  continue to incur
operating and net losses during the period of the delays,  and the rate at which
we incur these losses may  increase.  Any delays are expected to have an adverse
effect on our  liquidity  because we intend to increase  our costs and  expenses
substantially  as  we  obtain  additional  inventory;  increase  our  sales  and
marketing  activities;  increase  our general and  administrative  functions  to
support our growing  operations;  and further  develop our Internet web site. In
the event that we are unable to implement our business plan and/or continue as a
going concern  because of the realization of continuing  losses,  we may need to
dramatically  change in our  business  plan,  sell or merge our business or face
bankruptcy.

Risks and Uncertainties
-----------------------

     We have a history of losses.  We have been unable to achieve  profitability
despite the  establishment  and  maintenance  of our web site on the Internet in
March 2000. We expect our losses to continue in the foreseeable  future.  We may
be unable to generate  increased  Internet sales despite our  increasing  online
marketing  activities.  The anticipated  significant increase in online sales at
some time in the future  because  of current  and  additional  online  marketing
activities that we have planned may never materialize. Accordingly, we may never
be profitable  unless our online  marketing  campaign  translates into increased
online sales at some future time.

Inflation
---------

     We believe that inflation has not had a material impact on our business.

Seasonality
-----------

     We do not believe that our business is seasonal.





                                       20
<PAGE>



Item 7.   Financial Statements.

     The Financial  Statements of  JDLphotos.com,  Inc.,  the Notes to Financial
Statements and the Independent  Auditors' Report of Cordovano and Harvey,  P.C.,
independent  certified public accountants,  required by this Item 7. commence on
page F-1 and are incorporated herein by this reference. The Financial Statements
filed as part of this  Annual  Report on Form  10-KSB are listed in the Index to
Financial Statements below:

                                                                       Page
                                                                       ----

Independent Auditor's Report.......................................    F-2

Balance Sheet, December 31, 2001...................................    F-3

Statements of Operations, for the years ended December 31, 2001,
  and 2000.........................................................    F-4

Statement of Changes in Shareholders' Equity, for the years ended
 December 31, 2001, and 2000.......................................    F-5

Statements of Cash Flows, for the years ended December 31, 2001,
  and 2000.........................................................    F-6

Notes to Financial Statements......................................    F-7 to
                                                                        F-12


Item 8.   Changes  In  and  Disagreements  with  Accountants  on  Accounting and
          Financial Disclosure.

     We had no  independent  accountant  prior to the retention of Cordovano and
Harvey,  P.C., 201 Steele Street,  Suite #300, Denver,  Colorado 80206, in March
2000. There has been no change in our independent  accountant  during the period
commencing with the retention of Cordovano and Harvey, P.C., through the date of
this report.


                                    PART III

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

Directors and Executive Officers
--------------------------------

     Set forth below is the name, age, position with  JDLphotos.com and business
experience of our sole director and executive officer.





                                       21
<PAGE>




        Name                 Age                       Title
--------------------         ---          -------------------------------

James J. DeLutes*            48           President, Secretary, Treasurer
                                          and Director

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

     *The  above-named  individual  may  be  deemed  to be  our  "promoter"  and
"parent," as those terms are defined in the General Rules and Regulations  under
the Securities Act of 1933.

General
-------

     Directors hold office until the next annual meeting of our shareholders and
until their respective successors have been elected and qualify.  Officers serve
at the pleasure of the Board of Directors.  Mr. DeLutes is employed full time by
JDLphotos.com.  Set forth below under "Business  Experience" is a description of
his business experience.

Business Experience
-------------------

     James  J.  DeLutes  has  served  as  the   President   and  a  director  of
     ------------------
JDLphotos.com  since its  inception on March 15, 2000 and, in  addition,  as the
company's Secretary/Treasurer since May 8, 2001. He has over twenty-six years of
experience as a  photographer  and displays and markets his work at national and
regional art shows held  throughout the United  States.  From May 1992 until the
organization of JDLphotos.com in March 2000, Mr. DeLutes was the sole proprietor
of Jim  DeLutes  Photography,  a  Longmont,  Colorado,  company  engaged  in the
marketing  of his  fine  art  photography.  Since  1996,  he has  been  the sole
proprietor  of Colorado  Artist Tour,  a company  that markets  subscriber-based
information packets promoting art shows in Colorado.  From 1996 through December
2000,  Mr.  DeLutes  served as the sole  executive  officer and  director  and a
controlling  shareholder of Colorado  Canopy  Company,  a  distribution  company
representing and selling  portable  canopies for E-Z UP  International,  Inc., a
California  corporation.  From 1995 until his  resignation in 1996, he served as
the  Director for the ArtFair and the Fall  Festival,  two arts  festivals  held
annually in Boulder,  Colorado,  sponsored by Downtown Boulder Inc. Mr. DeLutes'
photography  has received a number of awards and certain images were selected in
1995 for the  poster  of the  opening  ceremonies  of the  Denver  International
Airport.  He is self-taught in the art of photography  and his work is currently
included  in  many  corporate  and  private  collections,  both  nationally  and
internationally.

Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------

     Section  16(a) of the  Securities  and  Exchange  Act of 1934  requires our
executive  officers  and  directors  and  persons  who own  more  than  10% of a
registered  class of our  equity  securities,  to file with the  Securities  and
Exchange  Commission  initial  statements  of beneficial  ownership,  reports of
changes in ownership and annual reports  concerning their  ownership,  of common
stock  and  other  equity  securities  of  JDLphotos.com  on  Forms  3, 4 and 5,
respectively.  Executive  officers,  directors and greater than 10% shareholders
are required by the U.S.  Securities  and  Exchange  Commission  regulations  to
furnish us with copies of all Section 16(a) reports they file. To our knowledge,
Mr.  DeLutes,  our  sole  executive  officer,  director  and  greater  than  10%



                                       22
<PAGE>




beneficial  owner of our common  stock,  has complied  with Section 16(a) filing
requirements applicable to him during our fiscal year ended December 31, 2001.


Item 10.  Executive Compensation

     The following table sets forth  information  concerning the compensation of
Mr. James J. DeLutes, our sole executive officer,  including the dollar value of
base  salary  and/or  other  annual  compensation  earned,  and  the  number  of
securities underlying stock options granted, during the 2001 fiscal year and the
period from our inception on March 15, 2000, through December 31, 2000.


                           SUMMARY COMPENSATION TABLE

                                                          Long Term Compensation
                                Annual Compensation               Awards
                           ----------------------------   ----------------------
  (a)          (b)           (c)               (d)                 (e)
Name and                                   Other Annual         Securities
Principal                                  Compensation         Underlying
Position       Year        Salary($)           ($)            Options/SAR's(#)
--------------------------------------------------------------------------------

James J.      2001(1)     $  36,000(2)      $1,515(3)             -0-
DeLutes,      2000        $     -0-         $  -0-                -0-
President
Secretary
and
Treasurer

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

     (1) Mr. DeLutes replaced Mr. Scott M. Thornock, a former executive officer,
director  and  shareholder,  in the  positions  of  Secretary  and  Treasurer of
JDLphotos.com on May 8, 2001.

     (2) Of this amount,  the sum of $18,000 was accrued for services  performed
during the period from January 1 through June 30, 2001.  We were indebted to Mr.
DeLutes  in the amount of $6,309 as of  December  31,  2001,  as a result of the
$18,000  total of accrued  compensation  offset by the net amounts of $7,774 and
$3,917 Mr. DeLutes  borrowed from us during the 2000 fiscal year. The balance of
$6,309 remains due to Mr. DeLutes as of the date of this report.

     (3)  Represents  reimbursement  for  payments  for  coverage  under a group
medical insurance benefits plan.

General
-------

     Since our inception on March 15, 2000, Mr. James J. DeLutes, our President,
Secretary and Treasurer, has been our sole full-time employee. For his services,




                                       23
<PAGE>




Mr. DeLutes  received a salary of $36,000 per annum during the fiscal year ended
December 31, 2001,  and  reimbursement  in the amount of $1,515 for payments for
coverage  under a group  medical  insurance  benefits  plan.  Eighteen  thousand
dollars of Mr. DeLutes' salary was accrued for services he performed  during the
period from  January 1 through June 30,  2001.  Of this  amount,  the balance of
$6,309 was due to him as of December 31, 2001,  after offsetting the net amounts
of 7,774 and $3,917 he borrowed  during the 2000 fiscal year.  As of the date of
this report, the sum of $6,309 remains due to Mr. DeLutes. He expects to receive
a salary of  $36,000  per annum and  coverage  under a group  medical  insurance
benefits  plan for his  services  to us in all  capacities  for the  foreseeable
future. Mr. Scott M. Thornock, our former  Secretary/Treasurer and director, did
not  earn or  receive  any cash  compensation  for his  services  to us in these
capacities  during the period from our  organization on March 15, 2000,  through
the date of his resignation on May 8, 2001. No other cash  compensation has been
awarded to, earned by or paid to either Mr.  DeLutes or Mr.  Thornock  since our
organization  on March 15, 2000, for all services  rendered in all capacities to
JDLphotos.com.

     On March 15,  2000,  we  issued  3,000,000  shares  of common  stock to Mr.
DeLutes  and paid him the sum of  $14,157  in cash in  exchange  for 100% of his
interest in Jim DeLutes Photography,  a sole proprietorship having total assets,
subject to liabilities, valued, at historical cost, at $23,887. The net value of
the  consideration  delivered  by Mr.  DeLutes for the shares was $9,730,  after
deducting  the $14,157 cash sum received by him between April 1 and December 31,
2000,  from the aggregate  historical  cost value of the assets,  subject to the
liabilities  ($23,887),  of Jim DeLutes  Photography.  On September 30, 2000, we
issued 3,000,000  shares of common stock to Mr. Thornock for services  performed
in connection with our organization  valued at $9,730. Mr. DeLutes purchased all
3,000,000  of Mr.  Thornock's  shares  on May 8,  2001.  As of the  date of this
report,   the  aggregate   6,000,000  shares  owned  by  Mr.  DeLutes  represent
approximately 92.2% of our outstanding common stock.

Stock Option Grants
-------------------

     We have granted no options  exercisable to purchase  common stock since our
inception.

Long-Term Incentive Plans
-------------------------

     We  do  not  provide  our  officers  or  employees   with  pension,   stock
appreciation rights, long-term incentive or other plans and have no intention of
implementing  any of these plans for the foreseeable  future.  The provisions of
these plans would be at the discretion of our Board of Directors.

Indemnification
---------------

     Under  Colorado law and pursuant to our Articles of  Incorporation,  we may
indemnify our officers and directors for various expenses and damages  resulting
from  their  acting  in  these  capacities.   Insofar  as  indemnification   for
liabilities  arising  under the  Securities  Act of 1933 may be permitted to our
officers or directors pursuant to those provisions, we have been informed by our
counsel that,  in the opinion of the U.S.  Securities  and Exchange  Commission,




                                       24
<PAGE>




this indemnification is against public policy as expressed in the Securities Act
of 1933, and is therefore unenforceable.

Compensation of Directors
-------------------------

     Our directors receive no compensation  pursuant to any standard arrangement
for their services as directors.


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

     The following table sets forth certain information  regarding the ownership
of our common stock as of the date of this report,  by each shareholder known by
us to be the  beneficial  owner of more  than 5% of our  outstanding  shares  of
common  stock,  each  director  and  executive  officer  and all  directors  and
executive  officers as a group.  Under the General Rules and  Regulations of the
Securities  and  Exchange  Commission,  a person is deemed to be the  beneficial
owner of a security  if the person has or shares the power to vote or direct the
voting,  or dispose or direct the  disposition,  of the  security.  Mr. James J.
DeLutes, the only shareholder named in the table, has sole voting and investment
power with respect to the shares of common stock he beneficially owns.

                                            Shares           Percentage
        Name and Address of              Beneficially            of
         Beneficial Owner                 Owned (1)           Class (1)
----------------------------------       ------------        ----------

James J. DeLutes (2)                       6,000,000           92.17%
1127 Sumac Street
Longmont, Colorado  80501

All Directors and Executive                6,000,000           92.17%
Officers as a Group (One Person)

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

     (1)  Represents  the number of shares of common  stock  owned of record and
beneficially  by the  named  person  or  group,  expressed  as a  percentage  of
6,510,000  shares of our common stock issued and  outstanding  as of the date of
this report.

     (2)   Executive   officer  and  member  of  the  Board  of   Directors   of
JDLphotos.com.


Item 12.  Certain Relationships and Related Transactions.

     On March 15, 2000, pursuant to the Proprietorship  Purchase Agreement dated
March 15, 2000,  with Mr.  DeLutes,  our sole  executive  officer,  director and
controlling shareholder, we issued 3,000,000 shares of common stock and paid the
sum of  $14,157  in cash to him in  exchange  for  100% of his  interest  in Jim
DeLutes  Photography,  a sole  proprietorship  having total  assets,  subject to
liabilities,  valued,  at historical  cost, at $23,887.  The assets included the



                                       25
<PAGE>




following:  cash ($1,047),  inventory  ($10,658),  prepaid booth rental deposits
($6,680),  other assets ($1,590) and fixed assets, less accumulated depreciation
($3,712),   including  a  display  set  ($677),   computer  equipment  ($2,492),
photography  equipment ($75),  other equipment ($-0-) and furniture ($468).  The
net value of the  consideration  delivered  by Mr.  DeLutes  for the  shares was
$9,730, at the rate of $.003 per share,  representing the difference between the
aggregate  historical  cost  value of the  assets,  subject  to the  liabilities
($23,887),  of Jim DeLutes  Photography and the $14,157 cash sum received by him
between April 1 and December 31, 2000, together with the shares. The transaction
was accounted for as a reorganization  of entities under common control.  On May
8, 2001, Mr. DeLutes purchased all 3,000,000 shares of common stock owned by Mr.
Scott M. Thornock, a former executive officer and director of JDLphotos.com.  As
of the date of this report, the aggregate  6,000,000 shares owned by Mr. DeLutes
represent approximately 92.2% of our outstanding common stock.

     On September  30, 2000, we issued  3,000,000  shares of common stock to Mr.
Thornock in consideration  for services  performed by him in connection with the
organization  of the company  valued at $9,730,  at the rate of $.003 per share.
These services,  performed over a period of approximately 49 hours,  related to:
(a) the  development,  design,  layout and function of our site on the Internet;
(b) the development and maintenance of potential  strategic  relationships  with
other web sites and portals; (c) the development and implementation of marketing
strategies,  including the expansion of distribution channels; (d) the formation
and  capitalization of JDLphotos.com,  including the amount of required funding;
and (e) coordinating the efforts of Cordovano and Harvey,  P.C., our independent
auditors.  On May 8, 2001,  Mr.  Thornock  resigned as an executive  officer and
director of JDLphotos.com and sold all 3,000,000 of his shares to Mr. DeLutes.

     On December 31, 2001,  we issued  50,000 shares of common stock to Patricia
Cudd,  Esq., the sole  proprietor of Cudd & Associates,  our special  securities
counsel,  for the  performance  of legal  services in  organizing  JDLphotos.com
valued at $162,  at the rate of $.003 per  share.  The  50,000  shares  owned by
Patricia Cudd,  Esq.,  represent  approximately  .8% of our  outstanding  common
stock.

     On March 15, 2000, we entered into the License Agreement dated effective as
of that same date with Mr. DeLutes.  Pursuant to the License Agreement,  we have
the  exclusive  right  to use  all  of Mr.  DeLutes'  original  photographs,  or
transparencies,  for a  five-year  period  through  March  15,  2005,  to create
photographic  prints,  images and likenesses from the  transparencies for retail
sale and distribution and to derive revenue from the commercial  exploitation of
the photographs in any manner whatsoever.  As consideration for the license,  we
have agreed to pay Mr.  DeLutes a royalty of ten per cent of each  increment  of
$200,000  in Net  Revenue  realized  on an annual  basis from the retail sale of
prints and other commercial  exploitation of the  photographs.  "Net Revenue" is
defined  in the  License  Agreement  as gross  revenue,  less  certain  expenses
including freight and delivery charges, insurance, returns, taxes, discounts and
allowances  actually given. No royalties have been paid to Mr. DeLutes  pursuant
to the  License  Agreement  because  we have not yet  realized  $200,000  in Net
Revenue in any year.  The License  Agreement  is  renewable  for one  additional
five-year term with Mr. DeLutes' consent.




                                       26
<PAGE>




     During the year ended  December  31,  2000,  Mr.  DeLutes  borrowed the net
amounts of $7,774 and $3,917 from us.  Also, during the year ended  December 31,
2001, we accrued compensation in the amount of $18,000 for services performed by
Mr.  DeLutes  during the period from January 1 through  June 30,  2001.  We were
indebted to Mr.  DeLutes in the amount of $6,309 as of December 31,  2001,  as a
result of the accrued compensation totaling $18,000 offset by the net amounts of
$7,774 and $3,917 Mr. DeLutes  borrowed during the 2000 fiscal year. The balance
of $6,309 remains due to Mr. DeLutes as of the date of this report.

     Mr. Thornock loaned a total of $16,000 to JDLphotos in increments of $4,000
on each of August 28,  September 1, October 31 and December 22, 2000.  The loans
were evidenced by four promissory  notes in the principal  amount of $4,000 each
bearing  interest at the rate of six per cent per annum.  Mr.  DeLutes loaned us
the sums of $2,000  and  $2,500 on August  18,  2000,  and  February  16,  2001,
respectively,  as evidenced by the  promissory  notes dated August 18, 2000, and
February 16, 2001, respectively,  in the principal amounts of $2,000 and $2,500,
respectively,  bearing  interest  at the  rate of six per cent  per  annum.  The
proceeds of the bridge financing  provided by Messrs.  Thornock and DeLutes were
used to offset costs of our common stock  offering  completed in November  2001.
The $20,500 principal  balance of the notes,  together with all accrued interest
in the amounts of $1,169 for the year ended  December 31, 2001, and $274 for the
year ended December 31, 2000, was paid on November 29, 2001, out of the proceeds
of our recently-completed stock offering.

     Since April 1, 2001, we have rented space from Mr. DeLutes at his residence
located at 1127 Sumac Street, Longmont,  Colorado 80501, at the rate of $300 per
month and paid associated  utilities  expenses and property taxes at the rate of
35% of the total of these expenditures. There are no termination arrangements in
this verbal agreement with Mr. DeLutes to provide us with space. We paid our 35%
share of total  utilities  expense and property  taxes,  but no rent,  for these
facilities from the date of our  organization  on March 15, 2000,  through March
31, 2001.  These expenses totaled $4,445 and $1,796 for the years ended December
31, 2001, and 2000, respectively.

     Because of his present management positions with, organizational efforts on
behalf of and percentage share ownership in,  JDLphotos.com,  Mr. DeLutes may be
deemed to be a "parent"  and  "promoter"  of  JDLphotos.com,  as those terms are
defined in the Securities Act of 1933 and the applicable  Rules and  Regulations
under the Securities  Act of 1933.  Because of this  relationship,  transactions
between  Mr.  DeLutes  and us,  such as the  Proprietorship  Purchase  Agreement
pursuant to which we purchased Jim DeLutes Photography and the License Agreement
described above, should not be considered to have occurred at arm's-length.


Item 13.  Exhibits and Reports on Form 8-K.

     (a)  The exhibits  required  to be filed  with this  Annual  Report on Form
10-KSB by Item 601 of  Regulation  S-B, as described in the  following  index of
exhibits, are incorporated herein by reference, as follows:





                                       27
<PAGE>




Item
Number                                 Description
------    ----------------------------------------------------------------------

 3.1      Articles of  Incorporation  of  JDLphotos.com,  Inc.,  filed March 15,
          2000.  (Incorporated  herein  by  reference  to  Exhibit  3.1  to  the
          Registration  Statement  on Form  10-SB,  File  No.  000-49600,  filed
          January 22, 2002.)

 3.2      Bylaws of JDLphotos, Inc. (Incorporated herein by reference to Exhibit
          3.2 to the Registration  Statement on Form 10-SB,  File No. 000-49600,
          filed January 2, 2002.)

 4.0*     Form of stock certificate.

10.1      Proprietorship   Purchase  Agreement  dated  March  15,  2001  between
          JDLphotos.com,  Inc.,  and James J. DeLutes.  (Incorporated  herein by
          reference to Exhibit 10.1 to the Registration Statement on Form 10-SB,
          File No. 000-49600, filed January 22, 2002.)

10.2      License  Agreement dated March 15, 2001 between  JDLphotos.com,  Inc.,
          and James J.  DeLutes.  (Incorporated  herein by  reference to Exhibit
          10.2 to the Registration  Statement on Form 10-SB, File No. 000-49600,
          filed January 22, 2002.)

10.3      Promissory  Note dated August 18, 2000, from  JDLphotos,com,  Inc., as
          the maker, to James J. DeLutes, as the holder, in the principal amount
          of $2,000,  bearing  interest at the rate 6% per annum.  (Incorporated
          herein by reference to Exhibit 10.3 to the  Registration  Statement on
          Form 10-SB, File No. 000-49600, filed January 22, 2002.)

10.4      Promissory  Note dated August 28, 2000, from  JDLphotos,com,  Inc., as
          the maker,  to Scott M.  Thornock,  as the  holder,  in the  principal
          amount  of  $4,000,  bearing  interest  at the  rate of 6% per  annum.
          (Incorporated  herein by reference to Exhibit 10.4 to the Registration
          Statement on Form 10-SB, File No. 000-49600, filed January 22, 2002.)

10.5      Promissory Note dated September 1, 2000, from JDLphotos,com,  Inc., as
          the maker,  to Scott M.  Thornock,  as the  holder,  in the  principal
          amount  of  $4,000,  bearing  interest  at the  rate of 6% per  annum.
          (Incorporated  herein by reference to Exhibit 10.5 to the Registration
          Statement on Form 10-SB, File No. 000-49600, filed January 22, 2002.)

10.6      Promissory Note dated October 31, 2000, from  JDLphotos,com,  Inc., as
          the maker,  to Scott M.  Thornock,  as the  holder,  in the  principal
          amount  of  $4,000,  bearing  interest  at the  rate of 6% per  annum.
          (Incorporated  herein by reference to Exhibit 10.6 to the Registration
          Statement on Form 10-SB, File No. 000-49600, filed January 22, 2002.)




                                       28
<PAGE>




10.7      Promissory Note dated December 22, 2000, from JDLphotos,com,  Inc., as
          the maker,  to Scott M.  Thornock,  as the  holder,  in the  principal
          amount  of  $4,000,  bearing  interest  at the  rate of 6% per  annum.
          (Incorporated  herein by reference to Exhibit 10.7 to the Registration
          Statement on Form 10-SB, File No. 000-49600, filed January 22, 2002.)

10.8      Promissory Note dated February 16, 2001, from JDLphotos,com,  Inc., as
          the maker, to James J. DeLutes, as the holder, in the principal amount
          of  $2,500,  bearing  interest  at the rate of 6% per cent per  annum.
          (Incorporated  herein by reference to Exhibit 10.8 to the Registration
          Statement on Form 10-SB, File No. 000-49600,  filed January 22, 2002.)

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

*Filed herewith.

     (b)  No  Reports  on Form 8-K were filed  during  the  last quarter of  the
fiscal year ended  December  31,  2001,  covered by this  Annual  Report on Form
10-KSB.


                                   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.


                                             JDLPHOTOS.COM, INC.




Date:  March 19, 2002                      By:              /s/ James J. DeLutes
                                               ---------------------------------
                                               James J. DeLutes, President,
                                               Secretary and Treasurer


     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.




Date:  March 19, 2002                      By:              /s/ James J. DeLutes
                                               ---------------------------------
                                               James J. DeLutes, President,
                                               Secretary, Treasurer and Director






                                       29
<PAGE>















                               JDLPHOTOS.COM, INC.

                              Financial Statements
                   (With Independent Auditors' Report Thereon)

                           December 31, 2001 and 2000




















                           Cordovano and Harvey, P.C.
                          Certified Public Accountants
                                Denver, Colorado









<PAGE>



                               JDLPHOTOS.COM, INC.
                          Index to Financial Statements

                                                                         Page
                                                                        ------

Independent auditors' report........................................     F-2

Balance sheet, December 31, 2001....................................     F-3

Statements of operations, for the years
    ended December 31, 2001 and 2000................................     F-4

Statement of changes in shareholders' equity, for the years
    ended December 31, 2001 and 2000................................     F-5

Statements of cash flows, for the years
    ended December 31, 2001 and 2000................................     F-6

Notes to financial statements.......................................     F-7


























                                      F-1
<PAGE>





                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
JDLPhotos.com, Inc.:


We have audited the  accompanying  balance  sheet of  JDLPhotos.com,  Inc. as of
December 31,  2001,  and the related  statements  of  operations,  shareholders'
equity,  and cash flows for the years ended  December  31, 2001 and 2000.  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. 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  JDLPhotos.com,  Inc. as of
December 31, 2001,  and the results of its operations and its cash flows for the
years ended December 31, 2001 and 2000, in conformity with accounting principles
generally accepted in the United States.


/s/ Cordovano and Harvey, P.C.

Cordovano and Harvey, P.C.
Denver, Colorado
March 4, 2002













                                       F-2
<PAGE>



<TABLE>
<CAPTION>
                               JDLPHOTOS.COM, INC.
                                  BALANCE SHEET

                                December 31, 2001


                                     Assets

<S>                                                                         <C>
Current assets:
    Cash...............................................................     $     78,839
    Merchandise inventories, at cost...................................           13,571
    Prepaid expenses...................................................            2,586
                                                                            ------------
          Total current assets.........................................           94,996

Property and equipment, net (Note 3)...................................            5,537
Intangible assets (Note 3).............................................            2,399
                                                                            ------------
                                                                            $    102,932
                                                                            ============

                      Liabilities and Shareholders' Equity

Current liabilities:
    Accounts payable...................................................     $      5,075
    Payroll tax payable................................................            3,652
    Indebtedness to related party (Note 2).............................            6,309
                                                                            ------------
          Total current liabilities....................................           15,036
                                                                            ------------

Shareholders' equity (Note 5):
    Preferred stock, $.001 par value, 10,000,000 shares authorized;
       -0- shares issued and outstanding...............................              -
    Common stock, $.0001 par value, 50,000,000 shares authorized;
       6,510,000 shares issued and outstanding.........................              651
    Additional paid-in capital.........................................          138,028
    Retained loss......................................................          (50,783)
                                                                            ------------
          Total shareholders' equity...................................           87,896
                                                                            ------------
                                                                            $    102,932
                                                                            ============
</TABLE>







                 See accompanying notes to financial statements
                                       F-3
<PAGE>



<TABLE>
<CAPTION>
                               JDLPHOTOS.COM, INC.
                            STATEMENTS OF OPERATIONS

                                                                 For the Years Ended
                                                                    December 31,
                                                         -----------------------------------
                                                               2001               2000
                                                         ----------------   ----------------

<S>                                                      <C>                <C>
Revenues..........................................       $       97,278     $       90,366
                                                         ----------------   ----------------
Costs and expenses:
    Cost of revenues..............................               26,709             31,652
    Selling.......................................               27,413             23,080
    General and administrative (Note 2 and 5).....               76,313             23,265
                                                         ----------------   ----------------
             Total costs and expenses.............              130,435            110,946
                                                         ----------------   ----------------
             Operating loss.......................              (33,157)           (20,580)

Other income (expense):
    Interest expense, related parties (Note 2)....               (1,169)              (274)
    Other income..................................                  124                138
                                                         ----------------   ----------------
             Loss before income taxes.............              (34,202)           (20,716)

Provision for income taxes (Note 4)...............                  -                  -
                                                         ----------------   ----------------
             Net loss.............................       $      (34,202)    $      (20,716)
                                                         ================   ================

Pro forma information (Note 4):
    Proprietor's distributions....................                    -             (3,051)
    Income taxes..................................                    -                -
                                                         ----------------   ----------------
             Pro forma net loss...................       $      (34,202)    $      (23,767)
                                                         ================   ================
    Pro forma loss per share (Note 1):
       Basic and diluted..........................       $        (0.01)    $        (0.01)
                                                         ================   ================
       Weighted average number of shares of
          common stock outstanding................            6,055,897          3,762,500
                                                         ================   ================
</TABLE>










                 See accompanying notes to financial statements
                                       F-4
<PAGE>



<TABLE>
<CAPTION>
                               JDLPHOTOS.COM, INC.
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                 For the years ended December 31, 2001 and 2000


                                                                           Common Stock        Additional
                                                       Proprietor's   ----------------------     Paid-in     Retained
                                                          Capital       Shares     Par Value     Capital       Loss        Total
                                                       ------------   ----------   ---------   -----------  ----------  -----------

<S>                                                    <C>             <C>         <C>         <C>          <C>         <C>
    Balance, January 1, 2000.......................    $   22,073            -     $    -      $      -     $     -     $  22,073

Distributions, net of contributions................        (3,051)           -          -             -           -        (3,051)

Contributed services (Note 2)......................         9,000            -          -             -           -         9,000

Net loss prior to reorganization...................        (4,135)           -          -             -           -        (4,135)

Liability to proprietor per
     reorganization agreement (Not 1 and 2)........       (14,157)           -          -             -           -       (14,157)

Reorganization from a proprietorship
    to a corporation (Notes 1 and 2)...............        (9,730)     3,000,000        300         9,430         -           -

Common stock issued in exchange for legal services,
    valued at fair value (Note 5)..................           -           50,000          5           157         -           162

Common stock issued to officer in exchange
    for services, valued at fair value (Note 2)....           -        3,000,000        300         9,430         -         9,730

Contributed services (Note 2)......................           -              -          -          23,949         -        23,949

Net loss after reorganization......................           -              -          -             -       (16,581)    (16,581)
                                                       ------------   ----------   ---------   -----------  ----------  -----------

    Balance, December 31, 2000.....................           -        6,050,000        605        42,966     (16,581)     26,990

Contributed services (Note 2)......................           -              -          -           4,667         -         4,667

Proceeds from private offering (Note 5)............           -          460,000         46       114,954         -       115,000

Offering expenses (Note 5).........................           -              -          -         (24,559)        -       (24,559)

Net loss...........................................           -              -          -             -       (34,202)    (34,202)
                                                       ------------   ----------   ---------   -----------  ----------  -----------

    Balance, December 31, 2001.....................    $      -        6,510,000   $    651    $  138,028   $ (50,783)  $  87,896
                                                       ============   ==========   =========   ===========  ==========  ===========
</TABLE>




                 See accompanying notes to financial statements
                                       F-5
<PAGE>



<TABLE>
<CAPTION>
                               JDLPHOTOS.COM, INC.
                            STATEMENTS OF CASH FLOWS

                                                                        For the Years Ended
                                                                            December 31,
                                                                    ------------    ------------
                                                                        2001            2000
                                                                    ------------    ------------

<S>                                                                 <C>             <C>
Cash flows from operating activities:
    Net loss......................................................  $  (34,202)     $  (20,716)
    Transactions not requiring cash:
       Depreciation and amortization..............................       4,239           2,955
       Contributed services (Note 2)..............................       4,667          32,949
       Stock-based compensation (Note 2 and 5)....................         -             9,892
       Changes in operating assets and liabilities:
          Inventory and other current assets......................      (2,200)         (4,743)
          Advances and accrued expenses to related party..........      10,226          (3,917)
          Accounts payable and other current liabilities..........       7,704           1,300
                                                                    ------------    ------------
            Net cash provided by (used in) operating activities         (9,566)         17,720
                                                                    ------------    ------------

Cash flows from investing activities:
    Liability assumed in reorganization...........................         -           (14,157)
    Capital expenditures..........................................      (4,395)         (5,100)
                                                                    ------------    ------------
                          Net cash used in investing activities         (4,395)        (19,257)
                                                                    ------------    ------------

Cash flows from financing activities:
    Proprietor's distributions....................................         -            (3,051)
    Proceeds from issuance of notes payable.......................       2,500          18,000
    Payments on notes payable.....................................     (20,500)            -
    Proceeds from private offering................................     115,000             -
    Offering costs................................................      (7,059)        (17,500)
                                                                    ------------    ------------
            Net cash provided by (used in) financing activities         89,941          (2,551)
                                                                    ------------    ------------

                                             Net change in cash         75,980            (171)
Cash at beginning of period.......................................       2,859           3,030
                                                                    ------------    ------------
Cash at end of period.............................................  $   78,839      $    2,859
                                                                    ============    ============

Supplemental disclosure of cash flow information:
    Cash paid during the period for:
       Interest...................................................  $    1,443      $      -
                                                                    ============    ============
       Income taxes...............................................  $      -        $      -
                                                                    ============    ============
    Non-cash investing and financing activities:
       Reorganization from a proprietorship to
          a corporation...........................................  $      -        $    9,730
                                                                    ============    ============
</TABLE>





                 See accompanying notes to financial statements
                                       F-6
<PAGE>



                               JDLPHOTOS.COM, INC.
                          Notes To Financial Statements


(1)  Nature of Business and Summary of Significant Accounting Policies
----------------------------------------------------------------------

     Description of organization and recent reorganization
     -----------------------------------------------------

     JDLPHOTOS.COM,  INC. and its predecessor, the proprietorship of Jim DeLutes
     Photography  (the  "Proprietorship"),  (collectively  referred  to  as  the
     "Company")  is a  retailer  of matted  and  framed  photographs  located in
     Longmont, Colorado. Photographs are sold at art shows and via the Internet.
     Effective  March  15,  2000,  the   Proprietorship  was  reorganized  as  a
     corporation in order to access the capital markets to expand  operations to
     the Internet.

     Liquidity
     ---------

     The Company  created a new  business  plan in early 2000 that  contemplates
     capitalizing  on the  commercialization  of the Internet as well as selling
     its products at traditional art shows.  The Company,  however,  has limited
     capital with which to pursue its business  plan.  The  Company's  web site,
     JDLPhotos.com,  is unproven and will take additional  resources to perfect.
     The  success  of the  Company's  JDLPhotos.com  web  site is  dependent  on
     attracting and retaining  qualified  customers.  The Company has not gained
     Internet market acceptance for its services. There can be no assurance that
     the Company  will be able to gain such  acceptance  in the future,  or that
     future  Internet  sales will be  significant  and  profitable,  or that the
     Company will have sufficient liquidity to meet its objectives.

     Inherent in the  Company's  business are various  risks and  uncertainties,
     including its limited  operating  scale and its lack of history selling its
     services via the Internet.  The Company's  future success will be dependent
     upon its  ability  to  provide  effective  and  competitive  products,  the
     continued acceptance of the Internet for e-commerce, its ability to develop
     and  provide  new  services  or  products  that  meet  customers   changing
     requirements,  and its ability to use leading technologies to influence and
     respond to  emerging  industry  standards  on a timely  and  cost-effective
     basis.

     Use of estimates
     ----------------

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

     Merchandise inventories
     -----------------------

     Merchandise   inventories   consist  of  supplies  and  matted  and  framed
     photographs and are valued at the lower of cost (average cost) or market.

     Property, equipment and depreciation
     ------------------------------------

     Property and equipment are stated at cost.  Depreciation  is computed,  for
     financial reporting purposes,  over the estimated useful life of the assets
     using the straight-line method:

          Office equipment...................      3 years
          Furniture..........................     10 years
          Photography equipment..............      5 years



                                       F-7
<PAGE>



                               JDLPHOTOS.COM, INC.
                          Notes To Financial Statements


     Intangible assets
     -----------------

     Intangible assets consist of the software  development costs related to the
     Company's web site.  The cost of developing and  implementing  its web site
     and related  software is expensed until the Company has determined that the
     web site and  related  software  will result in  probable  future  economic
     benefits and management  has committed to funding the project.  Thereafter,
     all direct external  implementation  costs and purchased software costs are
     capitalized and amortized using the straight-line method over the remaining
     estimated  useful lives,  not  exceeding  three years,  in accordance  with
     Emerging  Issues Task Force Issue No. 00-2 ("EITF 00-2"),  "Accounting  for
     Web Site Development Costs".

     Deferred offering costs
     -----------------------

     Costs  associated  with its common  stock  offering,  consisting  of legal,
     accounting  and  printing  costs  were  deferred  until  the  offering  was
     completed  at  which  time the  costs  were  offset  against  the  offering
     proceeds.

     Impairment of long-lived assets and certain identifiable intangibles
     --------------------------------------------------------------------

     The Company evaluates the carrying value of its long-lived assets under the
     provisions of Statements of Financial  Accounting Standards (SFAS) No. 121,
     "Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
     Assets to Be Disposed  Of". SFAS No. 121 requires  impairment  losses to be
     recorded  on  long-lived  assets  used in  operations  when  indicators  of
     impairment are present and the undiscounted  future cash flows estimated to
     be generated by those assets are less than the assets' carrying amount.  If
     such assets are  impaired,  the  impairment to be recognized is measured by
     the amount by which the carrying amounts of the assets exceed fair value of
     the  assets.  Assets to be  disposed  of are  reported  at the lower of the
     carrying value or fair value, less cost to sell.

     Revenue recognition
     -------------------

     Revenue,  derived principally from the sale of framed and unframed original
     photographs,  is recognized  when the photograph is delivered.  The Company
     offers a full refund, less shipping and handling, to dissatisfied customers
     for a period of one year  from date of  purchase.  Prior to  September  30,
     2000,  the Company  offered a full refund,  less shipping and handling,  to
     dissatisfied  customers  at any time.  There is no  allowance  for customer
     returns recorded in the accompanying financial statements,  as a refund has
     never been claimed.

     Income taxes
     ------------

     The Company accounts for income taxes under the provisions of SFAS No. 109,
     "Accounting  for  Income  Taxes".  SFAS No.  109  requires  recognition  of
     deferred  tax   liabilities   and  assets  for  the  expected   future  tax
     consequences of events that have been included in the financial  statements
     or tax  returns.  Under this method,  deferred  tax assets and  liabilities
     arise from the  difference  between the tax basis of an asset or  liability
     and its reported amount on the financial  statements.  Deferred tax amounts
     are  determined  by using the tax rates  expected  to be in effect when the
     taxes  will  actually  be paid  or  refunds  received,  as  provided  under
     currently enacted law. Valuation  allowances are established when necessary
     to reduce the deferred  tax assets to the amounts  expected to be realized.
     Income  tax  expense  or  benefit  is  the  tax   payable  or   refundable,
     respectively,  for the period plus or minus the change during the period in
     the deferred tax assets and liabilities.

     In  tax  years  prior  to  March  15,  2000,  the  Company  operated  as  a
     Proprietorship. Under the proprietorship provisions of the Internal Revenue
     Code (the "Code"),  the proprietorship of Jim DeLutes Photography  reported
     its  operations  on Mr.  DeLutes  personal  tax returns.  Accordingly,  the
     Company was not subject to Federal and State income taxes during the period
     from January 1 through March 14, 2000 and the year ended December 31, 1999.


                                       F-8
<PAGE>



                               JDLPHOTOS.COM, INC.
                          Notes To Financial Statements


     For  periods  prior  to  the  reorganization,  the  pro  forma  income  tax
     information included in statements of operations is presented in accordance
     with SFAS No. 109 as if the Company had been subjected to Federal and state
     income taxes for the period from January 1 through March 14, 2000.

     Pro forma income per common share
     ---------------------------------

     The Company reports pro forma income per share using a dual presentation of
     basic and  diluted  loss per share.  Basic  income per share  excludes  the
     impact of common stock  equivalents and preferred stock dividends.  Diluted
     income per share uses the average  market price per share when applying the
     treasury stock method in determining  common stock  equivalents.  Pro forma
     income per common share is calculated by dividing the pro forma net loss by
     the weighted average number of share outstanding for the period.

     Stock-based compensation
     ------------------------

     The  Company   accounts  for  stock-based   compensation   arrangements  in
     accordance  with  Statement  of  Financial  Accounting  Standards  No. 123,
     "Accounting for Stock-Based Compensation," (SFAS 123) which permits the use
     of either a fair value  based  method or permits the  continued  use of the
     intrinsic  value method as defined in Accounting  Principles  Board Opinion
     No. 25, "Accounting for Stock Issued to Employees" (APB 25). Companies that
     elect to  continue to apply the method  provided in APB 25 are  required to
     disclose  the pro forma net income and  earnings  per share that would have
     resulted  from the use of the fair value  based  method.  The  Company  has
     elected to continue to determine the value of the stock-based  compensation
     arrangements  under the provisions of APB 25. However,  there was no effect
     on net loss or loss  per  share.  Accordingly,  the pro  forma  disclosures
     required under SFAS 123 are not provided.

(2)  Related Party Transactions
-------------------------------

     On March 15, 2000,  the Company  entered into a License  Agreement with its
     President and sole shareholder (the  "Licensor").  The Licensor granted the
     Company  the  exclusive  right  and  license,  not  including  the right to
     sublicense to others,  to use the  transparencies of the Licensor to create
     prints for retail sale and  distribution.  In exchange,  the Licensor  will
     receive a royalty  of ten  percent of net  revenue  for each  increment  of
     $200,000  realized by the Company  annually from the sale of prints created
     from the  transparencies.  The  Agreement has an initial term of five years
     and may be  renewed  by the  Company  for a second  five-year  period  upon
     approval by the  Licensor.  The net revenue in 2001 and 2000 did not exceed
     $200,000. No royalty expense has been accrued.

     On March 15, 2000, the Company issued  3,000,000 shares of its common stock
     and agreed to pay $14,157 to the sole proprietor of Jim DeLutes Photography
     in  exchange  for all of the  assets,  subject  to the  liabilities  of the
     Proprietorship.  The $14,157  was paid to the  proprietor,  now  President,
     between  April 1,  2000 and  December  31,  2001.  This  transaction  was a
     reorganization of entities under common control, and accordingly, the value
     of the common  stock issued was  accounted  for at its  historical  cost of
     $9,730.

     On September 30, 2000,  the Company issued  3,000,000  shares of its common
     stock to an officer in exchange for assistance with the organization of the
     corporation  and strategic  planning.  This  transaction  was valued by the
     Company's  board of directors at the fair value of the  securities  issued.
     The board of  directors  used  contemporaneous  stock  issuances  and other
     analysis in determining the value of the securities. The board of directors
     valued the  transaction  at $9,730,  which is included in the  accompanying
     financial statements as stock-based compensation.


                                       F-9
<PAGE>



                               JDLPHOTOS.COM, INC.
                          Notes To Financial Statements


     The President of the Company and an officer of the Company  provided  their
     services  to the Company at no charge.  The fair  values of those  services
     were  $36,000  per  year for the  President  and  $12,000  per year for the
     officer.  The President and the officer  contributed  their services to the
     Company during the year ended  December 31, 2000.  The officer  contributed
     four and half months of services to the Company in 2001 and resigned on May
     8,  2001.  The  accompanying  financial  statements  reflect  a  charge  to
     operations and a corresponding  credit to additional paid-in capital in the
     amount of $4,666 and $32,949, respectively for the years ended December 31,
     2001 and 2000, to recognize  the value of the  services.  These charges are
     included in general and administrative expenses.

     The  Company  accrued  compensation  to the  President  at $3,000 per month
     between  January  and June of 2001 and  began to pay a cash  salary  to the
     President in July 2001. The accrued  compensation by its President totaling
     $18,000  was offset by net  payment in the amount of $7,774 and $3,917 owed
     to the Company by the  President at December  31, 2000.  As of December 31,
     2001, the Company owed the President $6,309. This amount is included in the
     accompanying  financial  statements as due to related party at December 31,
     2001.

     During the years ended  December  31, 2001 and 2000,  the Company  received
     $2,500 and $18,000,  respectively,  in bridge  financing from the President
     and an officer in exchange  for  promissory  notes.  Bridge  financing  was
     provided to offset costs of the Company's  proposed  common stock  offering
     (See Note 5) and was repaid  from its  proceeds.  The notes,  plus  accrued
     interest,  were  due on the  closing  date of the  Company's  common  stock
     offering,  December 1, 2001. Interest on the notes totaled $1,169 and $274,
     respectively,  for the years ended  December 31, 2001 and 2000. At December
     31, 2001, the Company paid off all outstanding  notes and accrued  interest
     to the President and the officer.

     For all periods  presented,  the Company  rented  space from the  President
     (sole  shareholder  in 1999)  and paid  associated  utilities  expense  and
     property taxes. These expenses totaled $4,445 and $1,796, respectively, for
     the years ended December 31, 2001 and 2000.

(3)  Balance sheet components
-----------------------------

     Property and Equipment
     ----------------------

     Property and equipment consisted of the following at December 31, 2001:

     Office equipment................................       $     5,930
     Furniture.......................................               812
     Photography equipment...........................            14,514
                                                            ------------
                                                                 21,256
     Less accumulated depreciation...................           (15,719)
                                                            ------------
                                                            $     5,537
                                                            ============

     Depreciation  expense  for the  years  ended  December  31,  2001 and 2000,
     respectively, was $2,640 and $2,155.






                                      F-10
<PAGE>



                               JDLPHOTOS.COM, INC.
                          Notes To Financial Statements


     Intangible assets
     -----------------

     Intangible assets consisted of the following at December 31, 2001:

     Software development costs........................      $   4,798
     Less accumulated amortization.....................         (2,399)
                                                             ----------
                                                             $   2,399
                                                             ==========

     The  Company   capitalized  web  site  costs  of  $0  and  $3,208,  in  the
     accompanying financial statements for the years ended December 31, 2001 and
     2000,  respectively.  Amortization  is computed,  for  financial  reporting
     purposes,  over the  estimated  useful life of the web site (3 years) using
     the straight-line method. Amortization expense was $1,599 and $800, for the
     years ended December 31, 2001 and 2000, respectively.

(4)  Income Taxes
-----------------

     A  reconciliation  of U.S.  the  statutory  federal  income tax rate to the
     effective  rate is as follows  for the year s ended  December  31, 2001 and
     2000:

<TABLE>
<CAPTION>
                                                                    For the Years Ended
                                                                        December 31,
                                                            ----------------------------------
                                                                  2001              2000
                                                            ----------------  ----------------

<S>                                                               <C>              <C>
     U.S. statutory federal rate, graduated...............        15.65%           15.00%
     State income tax rate, net of federal benefit........         4.99%            4.04%
     Permanet book-to-tax differences.....................        -7.28%          -18.43%
     Net operating loss carry forward.....................       -13.36%           -0.61%
                                                            ----------------  ----------------
                                     Effective tax rate            0.00%            0.00%
                                                            ================  ================
</TABLE>

     The Company  has  established  an  allowance  at December  31, 2001 for its
     deferred tax benefit due to the  uncertainty in realizing such deferred tax
     benefit. The deferred tax benefit expires in year 2021.

     Deferred income tax benefit................     $   11,041
     Less allowance.............................        (11,041)
                                                     -----------
                                                     $      -
                                                     ===========

     As stated in Note 1, the  Company  was not  subject  to  Federal  and State
     income taxes for the period  prior to March 15, 2000.  Pro forma income tax
     information  is  provided on the  statements  of income to  illustrate  the
     impact on the financial statements of providing for taxes as if the Company
     was subject to Federal and State income  taxes.  Actual tax expense for the
     year ended December 31, 2000 differs from the amount that would result from
     the  federal  statutory  rates.  The pro  forma  net  income  assumes  that
     proprietor withdrawals are considered compensation expense.

     Should the Company  undergo a change in control,  as defined in Section 382
     of the  Internal  Revenue  Code,  the  Company's  tax  net  operating  loss
     carryforwards  generated  prior to the change in control will be subject to
     an annual  limitation  that could reduce or defer the  utilization of those
     losses.


                                      F-11
<PAGE>



                               JDLPHOTOS.COM, INC.
                          Notes To Financial Statements


(5)  Shareholder's Equity
-------------------------

     Preferred stock
     ---------------

     The  preferred  stock may be issued in series as determined by the Board of
     Directors.  As required by law,  each series must  designate  the number of
     shares in the series and each share of a series must have identical  rights
     of (1) dividend,  (2) redemption,  (3) rights in  liquidation,  (4) sinking
     fund  provisions for the redemption of the shares,  (5) terms of conversion
     and (6) voting rights. The Company is authorized to issue 10,000,000 of its
     $0.001  par value  preferred  stock.  No  preferred  stock was  issued  and
     outstanding at December 31, 2001.

     Common stock
     ------------

     The  Company is  authorized  to issue  50,000,000  of its $0.0001 par value
     common stock. As of December 31, 2001, the Company had 6,510,000  shares of
     its common stock issued and outstanding.

     Stock-based compensation
     ------------------------

     On September 30, 2000, the Company issued 50,000 shares of its common stock
     to its attorney in exchange for legal services  related to the organization
     of the  corporation.  This transaction was valued by the Company's board of
     directors  at the  fair  value  of the  securities  issued.  The  board  of
     directors  used  contemporaneous  stock  issuances  and other  analysis  in
     determining the value of the securities.  The board of directors valued the
     transaction  at  $162,  which is  included  in the  accompanying  financial
     statements as stock-based compensation.

     Private offering
     ----------------

     The  Company   commenced  an  offering,   pursuant  to  an  exemption  from
     registration requirements under Regulation A of the Securities Act of 1933,
     in October  2001 and closed such  offering in  November  2001.  The Company
     received  $115,000  in gross  offering  proceeds  from the sale of  460,000
     shares of its $.0001 par value common stock at $.25 per share.  The Company
     paid a total of $24,559 in offering  costs during the years ended  December
     31, 2001 and 2000.










                                      F-12