U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB
                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2002

                                       or

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

                          COMMISSION FILE NO. 000-49708

                              RADALE IMPORTS, INC.
                 (Name of small business issuer in its charter)

        California                                          33-0684067
(state  of  incorporation)                         (IRS  Employer  I.D.  Number)

                                 P. O. Box 1990
                            Rancho Santa Fe, CA 92067
                    (Address of principal executive offices)

                    Issuer's telephone number: 858-756-3011

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

                           Title of each class: None.

                Name of each exchange on which registered: None.

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

                          Common Stock $0.001 par value
                                (Title of class)

     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 [ ] No
[X]

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

<PAGE>
State  issuer's  revenues  for  its  most  recent  fiscal  year:  $-0-.

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a  specified  date  within  the  past 60 days:  $0, as the stock does not trade.

     State  the  number of shares outstanding of each of the issuer's classes of
common equity, as of June 24, 2002: 2,138,150 shares of Common Stock, $0.001 par
value.

DOCUMENTS  INCORPORATED  BY  REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which  the  document is incorporated: (1) any annual report to security holders;
(3) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule  424(b)  or (c) of the Securities Act of 1933 ("Securities Act").  The list
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for fiscal year ended December 24, 1990).   None.

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























                                       ii
<PAGE>
                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

Item  1     Description  of  Business                                        1
            Business  of  Radale  Imports                                    1
            Investigation  and  Selection  of  Business  Opportunities       3
            Form  of  Acquisition                                            6
            Investment  Company  Act  and Other Regulation                   7
            Competition                                                      8
            No  Rights  of  Dissenting  Shareholders                         8
            No  Target  Candidates  for  Acquisition                         8
            Administrative  Offices                                          8
            Employees                                                        8
            Risk  Factors                                                    9

Item  2     Properties                                                      14

Item  3     Legal  Proceedings                                              14

Item  4     Submission  of  Matters  to  a  Vote  of  Security  Holders     15

Item  5     Market for Common Equity and Related  Stockholder  Matters      15

Item  6     Management's Plan of Operations                                 15
            Plan  of  Operations for the Next Twelve Months                 15

Item  7     Financial Statements                                            16

Item  8     Changes  in  and  Disagreements  with  Accountants
            on  Accounting  and  Financial  Disclosure                      28

Item  9     Directors,  Executive  Officers,  Promoters  and
            Control  Persons;  Compliance  with Section 16(a)
            of the Exchange Act                                             28

Item 10     Executive  Compensation                                         31

Item 11     Security Ownership of Certain Beneficial Owners and Management  31

Item 12     Certain  Relationships  and  Related  Transactions              32

Item 13     Exhibits  and  Reports  on  Form  8-K                           33
            (a)     Exhibits                                                33
            (b)     Reports  on  Form  8-K                                  33

Signatures                                                                  34

                                      iii
<PAGE>
ITEM  1.     DESCRIPTION  OF  BUSINESS.

                            DESCRIPTION OF BUSINESS

Business  Development

     Radale  Imports,  Inc.,  was  incorporated  under  the laws of the State of
California  on  August  18,  1995,  and  is in the developmental stage. From the
period  of  inception  in 1995 through 1998, we were occupied in establishing an
import-export  business  between India and the U.S. in the automotive afterparts
and accessory markets. In 1998 our vice president, Raj Pujara, died.  He was our
contact with India.  We soon learned that we could not proceed with our business
plan  without  him.  We  have  no commercial operations today, have no full-time
employees  and own no real estate or other property other than office equipment.

Business  of  Radale  Imports

     Our  current  business  plan  is  to  seek, investigate, and, if warranted,
acquire  one  or  more  properties  or  businesses,  and to pursue other related
activities  intended to enhance shareholder value. The acquisition of a business
opportunity  may  be  made by purchase, merger, exchange of stock, or otherwise,
and  may  encompass  assets  or  a business entity, such as a corporation, joint
venture, or partnership. We have no capital, and it is unlikely that we  will be
able  to take advantage of more than one such business opportunity. We intend to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term  earnings.

     At the present time we have not identified any business opportunity that we
plan  to  pursue,  nor have we reached any agreement or definitive understanding
with  any  person  concerning  an  acquisition.  We are filing a Form 10-SB on a
voluntary  basis  in  order  to  become  a  12(g)  registered  company under the
Securities  Exchange  Act  of  1934.  As  a  "reporting company," we may be more
attractive  to  a private acquisition target because it may thereby be listed to
trade  its  shares  on  the  OTC  Bulletin  Board.

     It  is   anticipated  that   our  officers   and   directors  will  contact
broker-dealers  and other persons with whom they are acquainted who are involved
in corporate finance matters to advise them of our existence and to determine if
any  companies  or  businesses  they represent have an interest in considering a
merger  or  acquisition  with  us.  No  assurance  can  be given that we will be
successful  in finding or acquiring a desirable business opportunity, given that
no  funds  are  available  for acquisitions, or that any acquisition that occurs
will  be  on  terms  that  are  favorable  to  us  or  our  stockholders.

     Our search will be directed toward small and medium-sized enterprises which
have  a  desire  to become public corporations and which are able to satisfy, or
anticipate  in  the  reasonably  near  future being able to satisfy, the minimum
asset  requirements in order to qualify shares for trading on Nasdaq SmallCap or
a  stock exchange (See "Investigation and Selection of Business Opportunities").
We  anticipate  that  the  business  opportunities  presented  to us will (i) be
recently   organized  with   no  operating  history,  or  a  history  of  losses
attributable  to  under-capitalization  or  other  factors; (ii) be experiencing
financial or operating difficulties; (iii) be in need of funds to  develop a new

                                        1
<PAGE>
product  or  service  or  to  expand  into a new market; (iv) be relying upon an
untested  product  or  marketing  concept;  or  (v)  have  a  combination of the
characteristics  mentioned  in  (i)  through  (iv). We intend to concentrate our
acquisition  efforts  on  properties  or  businesses  that   we  believe  to  be
undervalued.  Given  the  above  factors,   investors  should  expect  that  any
acquisition  candidate  may  have  a  history  of  losses  or low profitability.

     We  do  not  propose to restrict our search for investment opportunities to
any  particular  geographical  area  or  industry, and may, therefore, engage in
essentially  any business, to the extent of our limited resources. This includes
industries  such  as  service,  finance,  natural resources, manufacturing, high
technology,  product  development,  medical,  communications  and  others.   Our
discretion  in  the selection of business opportunities is unrestricted, subject
to  the  availability  of  such  opportunities,  economic  conditions, and other
factors.

     As  a consequence of this registration of our securities, any entity, which
has  an  interest in being acquired by, or merging into us, is expected to be an
entity  that  desires  to become a public company and establish a public trading
market  for  its securities. In connection with such a merger or acquisition, it
is  highly  likely  that  an amount of stock constituting control of us would be
issued  by  us  or  purchased  from  our  current  principal shareholders by the
acquiring  entity  or  its  affiliates.  If  stock is purchased from the current
shareholders,  the  transaction is very likely to result in substantial gains to
them  relative to their purchase price for such stock.  In our judgment, none of
our  officers  and  directors  would  thereby become an "underwriter" within the
meaning of the Section 2(11) of the Securities Act of 1933, as amended. The sale
of  a  controlling interest by certain of our principal shareholders could occur
at  a  time  when  the  other  shareholders  of  the  company  remain subject to
restrictions  on  the  transfer  of  their  shares.

     Depending  upon  the  nature  of  the transaction, the current officers and
directors  of  our  company  may resign management positions with the company in
connection  with  our  acquisition  of  a  business  opportunity.  See  "Form of
Acquisition,"  below,  and  "Risk  Factors - The Company - Lack of Continuity in
Management."  In  the  event of such a resignation, our current management would
not  have  any  control over the conduct of the company's business following our
combination  with  a  business  opportunity.

     It  is  anticipated  that business opportunities will come to our attention
from  various   sources,  including  our   officers  and  directors,  our  other
stockholders,  professional   advisors  such  as   attorneys  and   accountants,
securities  broker-dealers,  venture  capitalists,   members  of  the  financial
community,  and  others who may present unsolicited proposals. We have no plans,
understandings,  agreements,  or commitments with any individual for such person
to  act  as  a  finder  of  opportunities  for  us.

     We  do  not  foresee  that  we  would  enter  into  a merger or acquisition
transaction with any business with which our officers or directors are currently
affiliated.  Should  we  determine  in  the  future,  contrary to such foregoing
expectations,  that  a  transaction  with  an  affiliate  would  be  in the best
interests  of  the  company  and  its  stockholders,  the  company is in general
permitted  by  California  law  to  enter  into  such  a  transaction  if:

-  The  material  facts  as to the relationship or interest of the affiliate and
   as  to the contract or transaction are disclosed or are known to the Board of
   Directors, and the Board in good faith authorizes the contract or transaction
   by  the  affirmative  vote of a majority of the disinterested directors, even
   though the  disinterested  directors  constitute  less  than  a  quorum;  or

-  The material facts as  to the  relationship or interest  of the affiliate and
   as  to  the  contract  or  transaction  are  disclosed  or  are  known to the
   stockholders entitled  to  vote  thereon,  and  the  contract  or transaction
   is specifically approved in good  faith  by  vote  of  the  stockholders;  or

                                        2
<PAGE>
-  The contract  or transaction  is fair  as to the company as of the time it is
   authorized,  approved  or  ratified,  by  the  Board   of   Directors  or the
   stockholders.

Investigation  and  Selection  of  Business  Opportunities
----------------------------------------------------------

     To  a  large  extent,  a  decision  to  participate  in a specific business
opportunity  may  be made upon management's analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived  benefit the company will derive from becoming a publicly held entity,
and  numerous  other  factors which are difficult, if not impossible, to analyze
through  the  application  of  any  objective criteria. In many instances, it is
anticipated  that  the  historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change  product  emphasis,  change  or substantially augment management, or make
other changes. We will be dependent upon the owners of a business opportunity to
identify  any  such problems, which may exist, and to implement, or be primarily
responsible  for  the  implementation  of,  required  changes.  Because  we  may
participate  in  a  business  opportunity  with a newly organized firm or with a
firm,  which  is entering a new phase of growth, it should be emphasized that we
will  incur  further  risks,  because management in many instances will not have
proved  its  abilities  or effectiveness, the eventual market for such company's
products or services will likely not be established, and such company may not be
profitable  when  acquired.

     It  is  anticipated  that  we  will  not  be  able  to  diversify, but will
essentially  be  limited  to  one such venture because of our limited financing.
This  lack of diversification will not permit us to offset potential losses from
one  business opportunity against profits from another, and should be considered
an  adverse  factor  affecting  any  decision  to  purchase  our  securities.

     It  is  emphasized  that  our  management  may effect transactions having a
potentially  adverse  impact upon our shareholders pursuant to the authority and
discretion  of  our  management  to complete acquisitions without submitting any
proposal  to  the  stockholders  for  their  consideration.  Holders  of the our
securities  should not anticipate that we necessarily will furnish such holders,
prior  to  any  merger  or  acquisition, with financial statements, or any other
documentation,  concerning  a target company or its business. In some instances,
however,  the  proposed participation in a business opportunity may be submitted
to  the  stockholders  for  their  consideration,  either  voluntarily  by  such
directors  to  seek the stockholders' advice and consent or because state law so
requires.

     The  analysis  of business opportunities will be undertaken by or under the
supervision  of  our  officers,  who are not professional business analysts. See
"Management." Although there are no current plans to do so, our management might
hire  an  outside  consultant  to  assist  in the investigation and selection of
business  opportunities,  and might pay a finder's fee. Since our management has
no  current  plans  to  use any outside consultants or advisors to assist in the
investigation  and  selection  of  business opportunities, no policies have been
adopted  regarding  use of such consultants or advisors, the criteria to be used
in selecting such consultants or advisors, the services to be provided, the term
of  service,  or  regarding  the total amount of fees that may be paid. However,
because  of our limited resources, it is likely that any such fee we would agree
to pay would be paid in stock and not in cash.  Otherwise, we anticipate that we
will  consider,  among  other  things,  the  following  factors:

                                        3
<PAGE>
-  Potential  for  growth  and  profitability,  indicated  by  new   technology,
   anticipated  market  expansion,  or  new  products;

-  Our perception  of  how any particular  business opportunity will be received
   by  the  investment  community  and  by  our  stockholders;

-  Whether,  following  the  business combination,  the  financial  condition of
   the   business  opportunity would be, or would have a significant prospect in
   the foreseeable  future  of  becoming  sufficient  to  enable  the securities
   of the company  to  qualify  for  listing  on  an  exchange  or on a national
   automated  securities quotation  system, such as Nasdaq,  so as to permit the
   trading of such  securities to be exempt from the requirements of Rule 15c2-6
   recently adopted  by  the  Securities  and  Exchange  Commission.  See  "Risk
   Factors  -  The Company Regulation  of  Penny  Stocks."

-  Capital requirements and  anticipated availability  of required  funds, to be
   provided by the company  or  from  operations, through the sale of additional
   securities, through joint ventures  or  similar  arrangements,  or from other
   sources;

-  The  extent  to  which  the  business  opportunity  can  be  advanced;

-  Competitive  position  as  compared  to  other  companies of similar size and
   experience within  the industry segment  as  well as within the industry as a
   whole;

-  Strength  and  diversity  of  existing management,  or  management  prospects
   that  are  scheduled  for  recruitment;

-  The  cost  of  participation  by  the company  as  compared  to the perceived
   tangible  and  intangible  values  and  potential;  and

-  The  accessibility  of   required  management   expertise,   personnel,   raw
   materials, services,  professional  assistance,  and  other  required  items.

     In  regard  to the possibility that our shares would qualify for listing on
Nasdaq  SmallCap, the current standards include the requirements that the issuer
of  the  securities that are sought to be listed have stockholders' equity of at
least  $5 million, a market capitalization of at least $50 million or net income
of  $750,000  in  its  latest fiscal year or two of the last three fiscal years.
Many,  and  perhaps  most, of the business opportunities that might be potential
candidates  for  a  combination  with  us  would  not satisfy the Nasdaq listing
criteria.

     No  one of the factors described above will be controlling in the selection
of  a  business  opportunity, and management will attempt to analyze all factors
appropriate  to  each opportunity and make a determination based upon reasonable
investigative  measures  and  available  data.  Potentially  available  business
opportunities  may  occur  in many different industries and at various stages of
development,  all  of  which will make the task of comparative investigation and

                                        4
<PAGE>
analysis  of  such  business  opportunities  extremely  difficult  and  complex.
Potential  investors  must  recognize  that,  because  of  our  limited  capital
available  for  investigation  and  management's  limited experience in business
analysis,  we  may  not  discover or adequately evaluate adverse facts about the
opportunity  to  be  acquired.

     We are unable to predict when we may participate in a business opportunity.
We expect, however, that the analysis of specific proposals and the selection of
a  business  opportunity  may  take  several  months  or  more.

     Prior  to  making  a  decision to participate in a business opportunity, we
will  generally request that we be provided with written materials regarding the
business  opportunity  containing  such  items  as  a  description  of products,
services  and  company  history;  management  resumes;   financial  information;
available  projections,  with  related assumptions upon which they are based; an
explanation  of proprietary products and services; evidence of existing patents,
trademarks,  or services marks, or rights thereto; present and proposed forms of
compensation  to  management; a description of transactions between such company
and  its  affiliates  during  relevant  periods;  a  description  of present and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with   reasonable  assurances  that   audited  financial
statements  would  be able to be produced within a reasonable period of time not
to  exceed  60  days  following  completion  of  a merger transaction; and other
information  deemed  relevant.

     As part of our investigation, our executive officers and directors may meet
personally  with  management  and  key personnel, may visit and inspect material
facilities,  obtain  independent analysis or verification of certain information
provided,  check  references  of  management  and  key personnel, and take other
reasonable  investigative  measures,  to the extent of the our limited financial
resources  and  management  expertise.

     It  is  possible  that  the  range  of business opportunities that might be
available  for  consideration by us could be limited by the impact of Securities
and  Exchange  Commission  regulations  regarding  purchase  and  sale of "penny
stocks."  The  regulations  would  affect,  and possibly impair, any market that
might  develop  in our securities until such time as they qualify for listing on
Nasdaq or on another exchange which would make them exempt from applicability of
the  "penny stock" regulations. See "Risk Factors - Regulation of Penny Stocks."

     Our  management  believes  that  various  types  of  potential  merger  or
acquisition  candidates  might  find  a  business  combination  with  us  to  be
attractive.  These  include  acquisition  candidates desiring to create a public
market  for their shares in order to enhance liquidity for current shareholders,
acquisition candidates that have long-term plans for raising capital through the
public  sale  of  securities  and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire  additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of  a  public market for their securities will be of assistance in that process.
Acquisition  candidates  who  have a need for an immediate cash infusion are not
likely  to  find  a  potential  business  combination  with our company to be an
attractive  alternative.

     There are no loan arrangements or arrangements for any financing whatsoever
relating  to  any  business  opportunities.


                                        5
<PAGE>
Form  of  Acquisition
---------------------

     It  is  impossible  to  predict the manner in which we may participate in a
business  opportunity.  Specific business opportunities will be reviewed as well
as  the  respective  needs  and  desires of our company and the promoters of the
opportunity  and,  upon  the  basis  of that review and the relative negotiating
strength of our company and such promoters, the legal structure or method deemed
by  management  to be suitable will be selected. Such structure may include, but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. We may act directly or indirectly through an
interest  in  a  partnership,   corporation  or  other  form   of  organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of  our  company  with  other  corporations or forms of business
organization,  and although it is likely, there is no assurance that our company
would  be  the  surviving  entity.  In  addition,  our  present  management  and
stockholders  most  likely  will  not  have  control of a majority of the voting
shares  of the company following a reorganization transaction. As part of such a
transaction,  our  existing  directors  may  resign  and  new  directors  may be
appointed  without  any  vote  by  stockholders.

     It  is likely that our company will acquire its participation in a business
opportunity  through  the  issuance  of  Common Stock or other securities of the
company.  Although  the  terms  of  any such transaction cannot be predicted, it
should  be  noted  that  in  certain  circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal  Revenue Code of 1986, depends upon the issuance to the stockholders of
the  acquired company of a controlling interest (i.e. 80% or more) of the common
stock  of  the  combined entities immediately following the reorganization. If a
transaction  were  structured  to take advantage of these provisions rather than
other  "tax  free"  provisions  provided  under  the  Internal Revenue Code, our
current  stockholders  would  retain  in  the aggregate 20% or less of the total
issued  and  outstanding  shares.  This  could  result in substantial additional
dilution  in  the  equity of those who were stockholders of the company prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with  a  sale  or  transfer of shares representing a controlling
interest  in  the  company  by  the  current  officers,  directors and principal
shareholders.  (See  "Description  of  Business  -  General").

     It  is  anticipated  that  any  new securities issued in any reorganization
would  be  issued  in  reliance  upon  exemptions,  if  any  are available, from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances, however, as a negotiated element of the transaction, we may agree
to  register  such securities either at the time the transaction is consummated,
or  under  certain  conditions or at specified times thereafter. The issuance of
substantial  additional  securities  and  their  potential sale into any trading
market  that  might  develop in our securities may have a depressive effect upon
such  market.

     We  will  participate  in a business opportunity only after the negotiation
and  execution  of  a  written  agreement.  Although the terms of such agreement
cannot  be  predicted,  generally  such  an  agreement  would  require  specific
representations  and  warranties  by all of the parties thereto, specify certain
events  of default, detail the terms of closing and the conditions which must be
satisfied  by  each  of  the  parties thereto prior to such closing, outline the
manner  of  bearing  costs  if the transaction is not closed, set forth remedies
upon  default,  and  include  miscellaneous  other  terms.

     As  a  general  matter,  we anticipate that our company or its officers and
principal  shareholders  will enter into a letter of intent with the management,
principals  or  owners  of a prospective business opportunity prior to signing a
binding  agreement.  Such  a  letter  of  intent will set forth the terms of the

                                        6
<PAGE>
proposed  acquisition  but  will  not  bind any of the parties to consummate the
transaction.  Execution  of  a  letter  of intent will by no means indicate that
consummation  of  an acquisition is probable. Neither our company nor any of the
other  parties  to  the  letter  of  intent  will  be  bound  to  consummate the
acquisition  unless  and until a definitive agreement concerning the acquisition
as  described  in  the  preceding paragraph is executed. Even after a definitive
agreement  is  executed,  it  is  possible  that  the  acquisition  would not be
consummated  should  any  party  elect  to  exercise  any  right provided in the
agreement  to  terminate  it  on  specified  grounds.

     It is anticipated that the investigation of specific business opportunities
and  the  negotiation, drafting and execution of relevant agreements, disclosure
documents  and  other  instruments  will require substantial management time and
attention  and  substantial  costs  for  accountants, attorneys and others. If a
decision  is  made  not  to  participate in a specific business opportunity, the
costs   theretofore   incurred   in  the  related  investigation  would  not  be
recoverable.  Moreover,  because  many  providers  of goods and services require
compensation  at the time or soon after the goods and services are provided, our
inability  to  pay  until an indeterminate future time may make it impossible to
procure  goods  and  services.

     In all probability, upon completion of an acquisition or merger, there will
be  a  change in control through issuance of substantially more shares of common
stock.  Further, in conjunction with an acquisition or merger, it is likely that
management  may  offer to sell a controlling interest at a price not relative to
or reflective of any value of the shares sold by management, and at a price that
could  not  be  achieved  by  individual  shareholders  at  the  time.

Investment  Company  Act  and  Other  Regulation
------------------------------------------------

     We  may  participate  in  a  business opportunity by purchasing, trading or
selling  the  securities  of such business. We do not, however, intend to engage
primarily  in such activities. Specifically, we intend to conduct our activities
so  as to avoid being classified as an "investment company" under the Investment
Company Act of 1940 (the Investment Act"), and therefore to avoid application of
the  costly  and restrictive registration and other provisions of the Investment
Act,  and  the  regulations  promulgated  thereunder.

     Section  3(a)  of  the  Investment  Act  contains   the  definition  of  an
"investment  company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not  engage in the business of investing, owning, holding or trading "investment
securities"  (defined  as  "all  securities  other than government securities or
securities  of  majority-owned  subsidiaries") the value of which exceeds 40% of
the  value  of  its  total assets (excluding government securities, cash or cash
items). We intend to implement our business plan in a manner that will result in
the  availability of this exception from the definition of "Investment Company."
Consequently,  our  participation  in  a  business  or  opportunity  through the
purchase  and  sale  of  investment  securities  will  be  limited.

     Our  plan  of  business  may  involve  changes  in  its  capital structure,
management,  control and business, especially if we consummate reorganization as
discussed  above.  Each  of  these  areas is regulated by the Investment Act, in
order to protect purchasers of investment company securities.  Since we will not
register  as  an  investment  company,  stockholders  will not be afforded these
protections.

     Any  securities which we might acquire in exchange for our Common Stock are
expected  to be "restricted securities" within the meaning of the Securities Act
of  1933,  as  amended  (the "Act"). If we elect to resell such securities, such
sale  cannot proceed unless a registration statement has been declared effective

                                        7
<PAGE>
by  the  Securities and Exchange Commission or an exemption from registration is
available.  Section  4(1)  of  the  Act,  which  exempts sales of securities not
involving  a  distribution,  would  in  all  likelihood be available to permit a
private  sale.  Although  the  plan  of operation does not contemplate resale of
securities  acquired,  if such a sale were to be necessary, we would be required
to  comply  with  the  provisions  of  the  Act  to  effect  such  resale.

     An  acquisition  made  by  us  may  be  in an industry that is regulated or
licensed  by  federal,   state  or  local  authorities.   Compliance  with  such
regulations  can  be  expected  to  be  a  time-consuming and expensive process.

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

     We  expect  to  encounter  substantial competition in its efforts to locate
attractive opportunities, primarily from business development companies, venture
capital  partnerships  and  corporations,  venture  capital  affiliates of large
industrial  and  financial  companies,  small  investment companies, and wealthy
individuals.  Many of these entities will have significantly greater experience,
resources  and managerial capabilities than our company and will therefore be in
a better position than us to obtain access to attractive business opportunities.
We  also  will  possibly  experience competition from other public "blank check"
companies,  some  of  which  may  have  more  funds  available  than  do  we.

No  Rights  of  Dissenting  Shareholders
----------------------------------------

     We  do  not  intend  to  provide  our shareholders with complete disclosure
documentation  including  audited  financial  statements,  concerning a possible
target company prior to acquisition, because the California Business Corporation
Act  vests  authority  in  the  Board of Directors to decide and approve matters
involving  acquisitions  within  certain  restrictions. Any transaction would be
structured as an acquisition, not a merger, with the Registrant being the parent
company and the acquiree being merged into a wholly owned subsidiary. Therefore,
a  shareholder  will  have  no  right  of  dissent  under  California  law.

No  Target  Candidates  for  Acquisition
----------------------------------------

     None  of  our  company's  officers,  directors,  promoters,  affiliates, or
associates  have  had  any  preliminary  contact or discussion with any specific
candidate  for acquisition. There are no present plans, proposals, arrangements,
or  understandings  with  any  representatives  of the owners of any business or
company  regarding  the  possibility  of  an  acquisition  transaction.

Administrative  Offices
-----------------------

     We  currently maintain a mailing address at P.O. Box 1990, Rancho Santa Fe,
California  92067,  which  is the office address of our chief executive officer.
Other  than  this mailing address, we do not currently maintain any other office
facilities,  and  does not anticipate the need for maintaining office facilities
at  any time in the foreseeable future. We pay no rent or other fees for the use
of  this  mailing  address.

Employees
---------

     We  are  a  development  stage  company  and  currently  have no employees.
Management  expects  to use consultants, attorneys and accountants as necessary,

                                        8
<PAGE>
and  does  not anticipate a need to engage any full-time employees so long as it
is  seeking  and  evaluating  business opportunities. The need for employees and
their  availability will be addressed in connection with the decision whether or
not to acquire or participate in specific business opportunities. Although there
is  no  current  plan  with respect to its nature or amount, remuneration may be
paid  to  or accrued for the benefit of our officers prior to, or in conjunction
with,  the  completion of a business acquisition for services actually rendered.
See  "Executive  Compensation"  and  under  "Certain  Relationships  and Related
Transactions."

Risk  Factors
-------------

     1.     Conflicts  of  Interest.  Certain  conflicts  of  interest may exist
between  the  company  and  its officers and directors. They have other business
interests  to  which they devote their attention and may be expected to continue
to  do  so,  although  management  time should be devoted to the business of the
company.  As a result, conflicts of interest may arise that can be resolved only
through  exercise of such judgment as is consistent with fiduciary duties to the
company.  See  "Management,"  and  "Conflicts  of  Interest."

     It is anticipated that our officers and directors may actively negotiate or
otherwise  consent  to  the  purchase  of  a  portion of their common stock as a
condition  to,  or  in  connection   with,  a  proposed  merger  or  acquisition
transaction.  In  this  process,  our  officers  may consider their own personal
pecuniary  benefit rather than the best interests of other company shareholders,
and  the  other  company  shareholders  are  not  expected  to  be  afforded the
opportunity  to  approve or consent to any particular stock buy-out transaction.
See  "Conflicts  of  Interest."

     2.     Need For Additional Financing.  We have very limited funds, and such
funds  may  not  be  adequate  to  take  advantage  of  any  available  business
opportunities.  Even  if our funds prove to be sufficient to acquire an interest
in,  or  complete  a  transaction  with, a business opportunity, we may not have
enough  capital  to exploit the opportunity. The ultimate success of the company
may  depend  upon  its  ability  to   raise  additional  capital.  We  have  not
investigated   the  availability,  source,  or  terms   that  might  govern  the
acquisition  of additional capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that  funds will be available from any source or, if available, that they can be
obtained  on  terms  acceptable  to us. If not available, our operations will be
limited  to  those  that  can  be  financed  with  its  modest  capital.

     3.     Regulation  of  Penny  Stocks.  Our  securities,  when available for
trading,  will  be  subject  to  a  Securities and Exchange Commission rule that
imposes  special  sales  practice requirements upon broker-dealers who sell such
securities  to persons other than established customers or accredited investors.
For  purposes  of  the rule, the phrase "accredited investors" means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net  worth  in  excess  of  $1,000,000  or  having an annual income that exceeds
$200,000  (or that, when combined with a spouse's income, exceeds $300,000). For
transactions  covered  by  the  rule,  the  broker-dealer  must  make  a special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to  the  transaction  prior  to  the sale. Consequently, the rule may
affect  the  ability of broker-dealers to sell the company's securities and also
may  affect  the ability of purchasers in this offering to sell their securities
in  any  market  that  might  develop  therefore.

     In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act

                                        9
<PAGE>
of 1934, as amended. Because our securities may constitute "penny stocks" within
the  meaning  of  the  rules,  the  rules  would apply to our company and to its
securities. The rules may further affect the ability of owners of shares to sell
the  securities  of  the  company  in  any  market  that might develop for them.

     Shareholders  should  be  aware  that, according to Securities and Exchange
Commission,  the  market  for  penny  stocks  has  suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by  one  or  a  few  broker-dealers that are often related to the
promoter  or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and   unrealistic  price
projections  by  inexperienced  sales  persons;  (iv)  excessive and undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale  dumping  of the same securities by promoters and broker-dealers after
prices  have  been  manipulated  to  a  desired  level, along with the resulting
inevitable  collapse  of  those  prices and with consequent investor losses. Our
management  is  aware of the abuses that have occurred historically in the penny
stock  market.  Although  we  do  not  expect to be in a position to dictate the
behavior  of  the  market  or  of  broker-dealers who participate in the market,
management  will strive within the confines of practical limitations to  prevent
the  described  patterns  from  being  established with respect to the company's
securities.

     4.     Lack  of  Operating  History.  Radale  Imports,  Inc.  was formed in
August  1995  for  the  purpose  of conducting an import-export business between
India  and  the U.S. in the automotive afterparts and accessory markets.  Due to
the  death  of Raj Pujara in 1998, our vice president who had extensive contacts
in  India  and  the  U.S.  in  the automotive industry, we abandoned our initial
business  plan  and  decided to seek a new opportunity. Due to the special risks
inherent  in  the  investigation,  acquisition, or involvement in a new business
opportunity,  our company must be regarded as a new or start-up venture with all
of  the  unforeseen  costs,  expenses,  problems, and difficulties to which such
ventures  are  subject.

     5.     No  Assurance  of  Success  or Profitability.  There is no assurance
that  we will acquire a favorable business opportunity. Even if we should become
involved  in a business opportunity, there is no assurance that it will generate
revenues  or  profits,  or that the market price of the our common stock will be
increased  thereby.

     6.     Possible  Business  -  Not Identified and Highly Risky.  We have not
identified  and  has no commitments to enter into or acquire a specific business
opportunity  and  therefore  can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the  risks and hazards of any specific business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
Our  acquisition  of  or  participation in a business opportunity will likely be
highly  illiquid  and  could  result  in  a  total  loss  to our company and its
stockholders  if the business or opportunity proves to be unsuccessful. See Item
1,  "Description  of  Business."

     7.     Type  of Business Acquired.  The type of business to be acquired may
be  one  that  desires  to  avoid  effecting  its  own  public  offering and the
accompanying  expense, delays, uncertainties, and federal and state requirements
which  purport  to protect investors. Because of our limited capital, it is more
likely  than  not  that  any  acquisition by us will involve other parties whose
primary  interest  is  the  acquisition of control of a publicly traded company.
Moreover,  any  business  opportunity  acquired may be currently unprofitable or
present  other  negative  factors.

                                       10
<PAGE>
     8.     Impracticability of Exhaustive Investigation.  Our limited funds and
the  lack of full-time management will likely make it impracticable to conduct a
complete  and  exhaustive  investigation  and analysis of a business opportunity
before  we commit our  capital or other resources thereto. Management decisions,
therefore, will likely be made without detailed feasibility studies, independent
analysis,  market  surveys and the like which, if we had more funds available to
us,  would  be  desirable. We will be particularly dependent in making decisions
upon  information provided by the promoter, owner, sponsor, or others associated
with  the business opportunity seeking our participation.  A significant portion
of our available funds may be  expended  for  investigative  expenses  and other
expenses   related   to  preliminary  aspects   of  completing   an  acquisition
transaction,  whether or not any business opportunity investigated is eventually
acquired.

     9.     Lack of Diversification.  Because of the limited financial resources
that  we have, it is unlikely that we will be able to diversify our acquisitions
or operations. Our probable inability to diversify our activities into more than
one  area  will subject us to economic fluctuations within a particular business
or  industry  and  therefore  increase the risks associated with our operations.

     10.     Reliance  upon  Financial  Statements.  We  generally  will require
audited  financial  statements  from companies that we propose to acquire. Given
cases  where audited financials are available, we will have to rely upon interim
period unaudited information received from target companies' management that has
not  been  verified  by  outside  auditors.  The lack of the type of independent
verification which audited financial statements would provide increases the risk
that  our company, in evaluating an acquisition with such a target company, will
not  have  the  benefit  of  full  and  accurate information about the financial
condition  and recent interim operating history of the target company. This risk
increases  the prospect that the acquisition of such a company might prove to be
an  unfavorable  one  for  the  Company  or  the  holders  of  our  securities.

     Moreover,  we will be subject to the reporting provisions of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and thus will be required
to furnish certain information about significant acquisitions, including audited
financial  statements  for   any  business  that  it   acquires.   Consequently,
acquisition  prospects  that  do  not  have, or are unable to provide reasonable
assurances  that  they  will  be able to obtain, the required audited statements
would  not  be considered by us to be appropriate for acquisition so long as the
reporting  requirements  of the Exchange Act are applicable. Should our company,
during  the  time it remains subject to the reporting provisions of the Exchange
Act, complete an acquisition of an entity for which audited financial statements
prove  to  be  unobtainable,  we  would be exposed to enforcement actions by the
Securities  and  Exchange  Commission  (the  "Commission")  and to corresponding
administrative  sanctions,  including  permanent injunctions against the Company
and  its  management.  The  legal  and  other  costs  of  defending a Commission
enforcement action would have material, adverse consequences for our company and
its  business.  The  imposition  of  administrative  sanctions would subject our
company  to  further  adverse  consequences.

     In  addition,  the  lack  of audited financial statements would prevent our
securities  from  becoming  eligible  for  listing on Nasdaq, or on any existing
stock  exchange.  Moreover,  the  lack of such financial statements is likely to
discourage  broker-dealers from becoming or continuing to serve as market makers
in the securities of our company. Without audited financial statements, we would
almost  certainly  be  unable to offer securities under a registration statement
pursuant  to the Securities Act of 1933, and the ability of the Company to raise
capital  would  be significantly limited until such financial statements were to
become  available.

                                       11
<PAGE>
     11.     Other  Regulation.  An  acquisition made by our company may be of a
business  that is subject to regulation or licensing by federal, state, or local
authorities.  Compliance  with such regulations and licensing can be expected to
be  a  time-consuming,   expensive  process   and  may  limit  other  investment
opportunities  of  our  company.

     12.     Dependence  upon  Management;  Limited Participation of Management.
We  currently  have  only  two  individuals  who are serving as our officers and
directors  on a part time basis. We will be heavily dependent upon their skills,
talents,  and  abilities  to  implement our business plan, and may, from time to
time, find that the inability of the officers and directors to devote their full
time  attention  to  the  business of the company results in a delay in progress
toward  implementing our business plan. See "Management." Because investors will
not  be  able  to  evaluate  the merits of possible business acquisitions by the
company,  they should critically assess the information concerning the company's
officers  and  directors.

     13.     Lack  of  Continuity  in  Management.  The Company does not have an
employment  agreement with its officers and directors, and as a result, there is
no  assurance  they  will  continue  to  manage  the  company  in the future. In
connection  with  the  acquisition  of  a business opportunity, it is likely the
current  officers  and directors of the company may resign subject to compliance
with  Section  14f  of the Securities Exchange Act of 1934. A decision to resign
will  be  based  upon the identity of the business opportunity and the nature of
the  transaction,  and  is  likely  to  occur without the vote or consent of the
stockholders  of  the  company.

     14.     Indemnification  of  Officers  and  Directors.  California statutes
provide  for  the  indemnification  of  its  directors, officers, employees, and
agents,  under certain circumstances, against attorney's fees and other expenses
incurred  by  them  in  any litigation to which they become a party arising from
their  association with or activities on behalf of the company. The company will
also  bear  the  expenses of such litigation for any of its directors, officers,
employees,  or  agents, upon such person's promise to repay the company therefor
if it is ultimately determined that any such person shall not have been entitled
to  indemnification.  This  indemnification  policy  could result in substantial
expenditures  by  the  company  which  it  will  be  unable  to  recoup.

     15.     Director's Liability Limited.  California Statutes exclude personal
liability  of  its  directors  to  the company and its stockholders for monetary
damages  for breach of fiduciary duty except in certain specified circumstances.
Accordingly,  the  company will have a much more limited right of action against
its  directors  than otherwise would be the case. This provision does not affect
the liability of any director under federal or applicable state securities laws.

     16.     Dependence  upon  Outside  Advisors.  To  supplement  the  business
experience  of its officers and directors, the company may be required to employ
accountants,  technical  experts, appraisers, attorneys, or other consultants or
advisors.  The  selection  of  any  such  advisors will be made by the company's
president  without  any  input from stockholders. Furthermore, it is anticipated
that  such  persons  may be engaged on an "as needed" basis without a continuing
fiduciary  or other obligation to the company. In the event the president of the
company  considers  it  necessary to hire outside advisors, he may elect to hire
persons  who  are affiliates, if they are able to provide the required services.

                                       12
<PAGE>
     17.     Leveraged  Transactions.    There  is   a  possibility   that   any
acquisition of a business opportunity by the company may be leveraged, i.e., the
company  may  finance  the  acquisition of the business opportunity by borrowing
against  the  assets  of the business opportunity to be acquired, or against the
projected  future  revenues  or  profits of the business opportunity. This could
increase  the  company's  exposure  to  larger  losses.  A  business opportunity
acquired  through  a  leveraged  transaction  is profitable only if it generates
enough revenues to cover the related debt and expenses. Failure to make payments
on  the  debt  incurred to purchase the business opportunity could result in the
loss  of a portion or all of the assets acquired. There is no assurance that any
business  opportunity  acquired  through  a  leveraged transaction will generate
sufficient  revenues  to  cover  the  related  debt  and  expenses.

     18.     Competition.   The  search  for  potentially   profitable  business
opportunities  is  intensely competitive. We expect to be at a disadvantage when
competing  with  many  firms  that  have  substantially  greater  financial  and
management  resources  and capabilities than we do. These competitive conditions
will  exist  in  any  industry  in  which  the  company  may  become interested.

     19.     No Foreseeable Dividends.  We have not paid dividends on our common
stock  and  do  not  anticipate paying such dividends in the foreseeable future.

     20.     Loss  of  Control  by  Present Management and Stockholders.  We may
consider  an  acquisition  in  which  we  would  issue  as consideration for the
business  opportunity  to  be  acquired an amount of our authorized but unissued
common  stock  that  would,  upon  issuance, represent the great majority of the
voting  power and equity of the company. The result of such an acquisition would
be  that  the  acquired  company's stockholders and management would control the
resultant  company,  and  our  company's management could be replaced by persons
unknown  at  this  time.  Such  a  merger  would  result  in  a  greatly reduced
percentage of ownership of the company by our current shareholders. In addition,
our  major shareholders could sell control blocks of stock at a premium price to
the  acquired  company's  stockholders.

     21.     No  Public Market Exists.  There is no public market for our common
stock,  and  no  assurance  can  be  given  that a market will develop or that a
shareholder  ever  will be able to liquidate his investment without considerable
delay,  if at all. If a market should develop, the price may be highly volatile.
Factors  such  as  those  discussed  in  this  "Risk Factors" section may have a
significant impact upon the market price of the securities offered hereby. Owing
to  the  low price of the securities, many brokerage firms may not be willing to
effect  transactions  in  the  securities.  Even  if  a purchaser finds a broker
willing  to  effect  a  transaction  in  these  securities,  the  combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the  use  of  such  securities  as  collateral  for  any  loans.

     22.     Rule  144  Sales.  Of  the  2,013,150  shares  of  our common stock
outstanding,  935,000  shares  are "restricted securities" within the meaning of
Rule  144  under  the  Securities Act of 1933, as amended. As restricted shares,
these  shares may be resold only pursuant to an effective registration statement
or  under  the  requirements  of  Rule  144  or other applicable exemptions from
registration  under  the  Act  and as required under applicable state securities
laws.  Rule  144  provides  in  essence  that  a  person who has held restricted
securities  for one year may, under certain conditions, sell every three months,
in  brokerage  transactions, a number of shares that does not exceed the greater

                                       13
<PAGE>
of  1.0%  of  a company's outstanding common stock or the average weekly trading
volume  during  the  four calendar weeks prior to the sale. There is no limit on
the amount of restricted securities that may be sold by a nonaffiliate after the
restricted  securities  have  been  held by the owner for a period of two years.
Nonaffiliate  shareholders  who have held their shares under Rule 144(K) for two
years  are  eligible  to  have  freely tradable shares. A sale under Rule 144 or
under  any other exemption from the Act, if available, or pursuant to subsequent
registration  of  shares  of  common  stock  of present stockholders, may have a
depressive  effect  upon  the  price  of the common stock in any market that may
develop.  All  shares become available for resale (subject to volume limitations
for  affiliates)  under  Rule  144,  one  year after date of purchase subject to
applicable  volume  restrictions  under  the  Rule.

     23.     Blue  Sky  Considerations.    Because  the   securities  registered
hereunder  have  not  been  registered for resale under the blue sky laws of any
state, the holders of such shares and persons who desire to purchase them in any
trading  market that might develop in the future, should be aware that there may
be  significant state blue-sky law restrictions upon the ability of investors to
sell  the  securities  and  of  purchasers  to  purchase  the  securities.  Some
jurisdictions  may  not  under  any circumstances allow the trading or resale of
blind-pool  or  "blank-check" securities. Accordingly, investors should consider
the  secondary  market  for  the  company's  securities  to  be  a  limited one.

     24.     Blue  Sky Restrictions.  Many states have enacted statutes or rules
which  restrict or prohibit the sale of securities of "blank check" companies to
residents  so  long  as  they remain without specific business companies. To the
extent  any  current shareholders or subsequent purchaser from a shareholder may
reside  in  a  state  which  restricts or prohibits resale of shares in a "blank
check" company, warning is hereby given that the shares may be "restricted" from
resale  as  long  as  the  company  is  a  shell  company.

     In the event of a violation of state laws regarding resale of "blank check"
shares  the company could be liable for civil and criminal penalties which would
be  a  substantial  impairment  to  the  Company.

ITEM  2.     PROPERTIES

     The Company has no property.  We do not currently maintain an office or any
other  facilities.  We  currently  maintain  a mailing address at P.O. Box 1990,
Rancho  Santa  Fe,  California 92067. We pay no rent for the use of this mailing
address.  We  do not believe that we will need to maintain an office at any time
in the foreseeable future in order to carry out our plan of operations described
herein.

ITEM  3.     LEGAL  PROCEEDINGS

     We  are  not,  and  none  of  our property is, a party to any pending legal
proceedings,  and  no  such  proceedings  are  known  to  be  contemplated.

     No director, officer or affiliate of the company, and no owner of record or
beneficial  owner  of  more  than  5.0% of the securities of the company, or any
associate of any such director, officer or security holder is a party adverse to
the  company  or  has a material interest adverse to the Company in reference to
any  litigation.

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

     None.

                                       14
<PAGE>
ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     Market  Information.  Radale  Imports'  shares  of  common stock have never
traded  on the OTC Bulletin Board or in the "Pink Sheets". There have never been
any  quotes  for  the  shares.

     Holders.  There are approximately 60 holders of record of our common stock.
There  are  no  shares  of  our  preferred  stock  outstanding.

     Dividends.  No  cash  dividends  have  been  declared  on the common stock.
There are no restrictions that limit the ability of the company to pay dividends
on  the  common  stock  or  that  are  likely  to  do  so  in  the  future.

     Recent  Sales  of  Unregistered  Securities.  The  following information is
provided  for  all securities sold by the Registrant within the past three years
without  registering  the  securities  under  the  Securities  Act of 1933.  All
securities  were shares of common stock.  There were no underwriters involved in
the  sales.


                                                            Dollar Value of
             No. of                           Cash          Other Type of
 Date      Shares Sold     Purchasers     Consideration     Consideration
-----     ------------     ----------     -------------     -------------


10-01-00      10,000       Randy Owens           0           $  10,000(1)

06-21-02     125,000       Thomas J. Kenan       0              12,500(2)
---------------

(1)  Mr.  Owens  performed  services  for  us  consisting  of  introducing  our
     officers  to  potential  reverse-merger  companies.

(2)  Mr.  Kenan  performed  legal services for us consisting of preparing a Form
     10-SB  and  clearing  it  with  the  Securities and Exchange Commission and
     preparing this  Form  10-KSB.

     The  sales  of  stock  were  made  in  reliance  upon  the  exemption  from
registration  offered by Section 4(2) of the Securities Act of 1933, as amended,
and  Regulation D as promulgated thereunder. Based upon a subscription agreement
completed by each subscriber, the Company had reasonable grounds to believe, and
did  in  fact  believe, when such subscription was accepted, that such purchaser
was  an  accredited  investor  as that term is defined under Regulation D.  Each
purchaser  had  access  to  pertinent  information  enabling him to ask informed
questions.  An appropriate restrictive legend is imprinted upon the certificates
representing  such  shares,  and stop-transfer instructions have been entered in
the  company's  transfer  records.  The  sales  were effected without the aid of
underwriters.

ITEM  6.     MANAGEMENT'S  PLAN  OF  OPERATIONS

     The  following  discussion  and analysis should be read in conjunction with
the financial statements and the accompanying notes thereto.  it is qualified in
its  entirety  by  the  foregoing  and  by  more  detailed financial information
appearing  elsewhere.

                                       15
<PAGE>
Plan  of  Operations  for  the  Next  Twelve  Months

     Our  current  business  plan  is  to  seek, investigate, and, if warranted,
acquire  one  or  more  properties  or  businesses,  and to pursue other related
activities  intended to enhance shareholder value. The acquisition of a business
opportunity  may  be  made by purchase, merger, exchange of stock, or otherwise,
and  may  encompass  assets  or  a business entity, such as a corporation, joint
venture, or partnership. We have no capital, and it is unlikely that we  will be
able  to take advantage of more than one such business opportunity. We intend to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term  earnings.

     We  are  in  the  development  stage and, since inception, have experienced
significant  liquidity  problems  and have no capital resources or stockholders'
equity. We have current assets in the form of cash of only $210, total assets of
$210  and  current  liabilities  of  $682,372.

     We  propose to carry out our plan of business as discussed above. We cannot
predict  to  what extent its lack of liquidity and capital resources will impair
the  consummation  of  a  business  combination or whether we will incur further
operating  losses  through  any business entity which we may eventually acquire.

     For  the current fiscal year, we anticipate incurring a loss as a result of
legal  and  accounting expenses, expenses associated with registration under the
Securities  Exchange  Act  of  1934,  and  expenses associated with locating and
evaluating   acquisition  candidates.   We  anticipate  that  until  a  business
combination  is  completed  with  an acquisition candidate, it will not generate
revenues other than interest income, and may continue to operate at a loss after
completing  a  business  combination,  depending  upon  the  performance  of the
acquired  business.

Need  for  Additional  Financing
--------------------------------

     We  do  not  have capital sufficient to meet our cash needs during the next
twelve  months,  including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934.  We will have to seek loans
or  equity  placements  to  cover  such  cash needs. In the event we are able to
complete a business combination during this period, the lack of existing capital
may  be  a  sufficient  impediment  to prevent us from accomplishing the goal of
completing  a business combination. There is no assurance, however, that without
funds  we  will  ultimately  be  able to complete a business combination. Once a
business combination is completed, our needs for additional financing are likely
to  increase  substantially.

     No  commitments to provide additional funds have been made by management or
other  stockholders.  Accordingly, there can be no assurance that any additional
funds will be available to the company to allow it to cover its expenses as they
may  be  incurred.

     Irrespective  of whether our cash assets prove to be inadequate to meet our
operational  needs,  we  might  seek  to  compensate  providers  of  services by
issuances  of  stock  in  lieu  of  cash.

ITEM  7.     FINANCIAL  STATEMENTS
                                                                           Page
                                                                           ----

             Report  of  Independent Public Accountants                      18

                                       16
<PAGE>

             Balance  Sheet  at  March  31,  2002                            19
             Statements of Operations for the Years Ended March 31,
                  2002 and 2001 and the Period from August 18, 1995
                  (date  of  inception)  through  March  31,  2002           20
             Statement of Stockholders' Deficiency for the Period from
                  August 18, 1995 (date of inception) through
                  March  31,  2002                                           21
             Statements of Cash Flows for the Years Ended March 31,
                  2002 and 2001 and the Period from August 18, 1995
                  (date  of  inception)  through  March  31,  2002           22
             Notes  to  Financial  Statements                                23














                                       17
<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To  the  Board  of  Directors  and  Stockholders
Radale  Imports,  Inc.


We  have  audited  the  accompanying  balance  sheet  of RADALE IMPORTS, INC. (A
Development  Stage  Company) as of March 31, 2002, and the related statements of
operations  and  cash  flows for the years ended March 31, 2002 and 2001 and for
the  period  from August 18, 1995 (date of inception) through March 31, 2002 and
the  statement  of stockholders' deficiency  for the period from August 18, 1995
(date  of inception) through March 31, 2002.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  Radale  Imports, Inc. (A
Development  Stage Company) at March 31, 2002, and its results of operations and
cash  flows  for the years ended March 31, 2002 and 2001 and for the period from
August  18,  1995 (date of inception) through March 31, 2002, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as a going concern. As discussed in Note 2, the Company
has  incurred  recurring  operating  losses,  has negative working capital and a
stockholders'  deficiency.  These  conditions  raise substantial doubt about the
Company's  ability  to continue as a going concern. Management's plans in regard
to  this  matter  are  also discussed in Note 2. The financial statements do not
include  any  adjustments  that may result from the outcome of this uncertainty.


/s/J.H.  Cohn  LLP


San  Diego,  California
June  19,  2002



                                       18
<PAGE>
                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                                 MARCH 31, 2002

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
<S>                                                                <C>
Current  assets  -  cash                                           $        210

Related  party  receivables,  net  of  reserve
for  doubtful  accounts  of  $227,286                                         -
                                                                   ------------

          Total  assets                                            $        210
                                                                   ============


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

Current  liabilities:
     Accounts  payable                                             $     38,800
     Borrowings  under  line  of  credit                                 32,508
     Related  party  payables                                           611,064
                                                                   ------------
          Total  liabilities                                            682,372
                                                                   ------------

Commitment

Stockholders'  deficiency:
     Preferred  stock,  $.001  par  value;  10,000,000
       shares  authorized;  none  issued                                      -
     Common  stock,  $.001  par  value;  40,000,000  shares
       authorized; 2,013,150 shares issued and outstanding                2,013
     Additional  paid-in  capital                                       163,978
     Deficit  accumulated  during  the  development  stage             (848,153)
                                                                   ------------
          Total  stockholders'  deficiency                             (682,162)
                                                                   ------------

          Total liabilities and stockholders' deficiency           $        210
                                                                   ============
</TABLE>



See  Notes  to  Financial  Statements.

                                       19
<PAGE>
                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                              FOR THE YEARS ENDED
                          MARCH 31, 2002 AND 2001 AND
                        THE PERIOD FROM AUGUST 18, 1995
                          (DATE OF INCEPTION) THROUGH
                                 MARCH 31, 2002

<TABLE>
<CAPTION>
                                                                      Cumulative
                                                                        from
                                               2002         2001      Inception
                                            ----------   ----------  -----------
Operating  expenses:
<S>                                         <C>          <C>          <C>
  General  and administrative               $  42,273    $ 264,848    $ 683,779
  Depreciation  and  amortization                 988        1,763        7,698
                                            ---------    ---------    ---------
     Totals                                    43,261      266,611      691,477
                                            ---------    ---------    ---------

Loss  from  operations                        (43,261)    (266,611)    (691,477)
                                            ---------    ---------    ---------

Other  (income)  expense:
  Interest  income                                                      (50,836)
  Interest  expense                            57,062       49,713      207,512
                                            ---------    ---------    ---------
     Totals                                    57,062       49,713      156,676
                                            ---------    ---------    ---------

Net  loss                                   $(100,323)   $(316,324)   $(848,153)
                                            =========    =========    =========

Net loss per common share - basic           $    (.05)   $    (.16)
                                            =========    =========

Basic weighted average number of
  common shares                             2,013,150    2,008,150
                                            =========    =========
</TABLE>

See  Notes  to  Financial  Statements.

                                       20
<PAGE>
                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                      STATEMENT OF STOCKHOLDERS' DEFICIENCY
                      FOR THE PERIOD FROM AUGUST 18, 1995
                   (DATE OF INCEPTION) THROUGH MARCH 31, 2002

<TABLE>
<CAPTION>
                                                             Deficit
                                                            Accumulated
                                               Additional     During         Total
                               Common Stock     Paid-In       Develop-    Stockholders'
                             Shares   Amount    Capital      ment Stage     Deficiency
                           ---------  ------    --------    -----------   -------------
<S>                        <C>        <C>       <C>          <C>            <C>
Common  stock  issued      1,575,000  $1,575    $ 28,425                    $  30,000

Net  loss                                                    $ (128,126)     (128,126)
                           ---------  ------    --------     ----------     ---------
Balance, March 31, 1996    1,575,000   1,575      28,425       (128,126)      (98,126)

Common stock issued
  for services               325,027     325       5,866                        6,191

Common stock issued, net
  of related issuance costs   20,000      20      17,980                       18,000

Net  loss                                                       (84,233)      (84,233)
                           ---------  ------    --------     ----------     ---------

Balance, March 31, 1997    1,920,027   1,920      52,271       (212,359)     (158,168)

Common  stock  issued         54,123      54      72,746                       72,800

Net  loss                                                      (118,395)     (118,395)
                           ---------  ------    --------     ----------     ---------

Balance, March 31, 1998    1,974,150   1,974     125,017       (330,754)     (203,763)

Common  stock  issued         29,000      29      28,971                       29,000

Net  loss                                                       (70,572)      (70,572)
                           ---------  ------    --------     ----------     ---------

Balance, March 31, 1999    2,003,150   2,003     153,988       (401,326)     (245,335)

Net  loss                                                       (30,180)      (30,180)
                           ---------  ------    --------     ----------     ---------

Balance, March 31, 2000    2,003,150   2,003     153,988       (431,506)     (275,515)

Common stock issued
  for  services               10,000      10       9,990                       10,000

Net  loss                                                      (316,324)     (316,324)
                           ---------  ------    --------     ----------     ---------

Balance, March 31, 2001    2,013,150   2,013     163,978       (747,830)     (581,839)

Net  loss                                                      (100,323)     (100,323)
                           ---------  ------    --------     ----------     ---------

Balance, March 31, 2002    2,013,150  $2,013    $163,978      $(848,153)    $(682,162)
                           =========  ======    ========     ==========     =========
</TABLE>

See  Notes  to  Financial  Statements.

                                       21
<PAGE>
                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED MARCH 31, 2002 AND 2001 AND
                        THE PERIOD FROM AUGUST 18, 1995
                   (DATE OF INCEPTION) THROUGH MARCH 31, 2002

<TABLE>
<CAPTION>
                                                                      Cumulative
                                                                        from
                                               2002         2001      Inception
                                            ----------   ----------  -----------
Operating  activities:
<S>                                         <C>          <C>          <C>
  Net  loss                                 $(100,323)   $(316,324)   $(848,153)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
    Provision for related party receivables
      including  accrued  interest                         227,286      227,286
    Depreciation  and  amortization               988        1,763        7,698
    Common stock issued for services                        10,000       16,191
    Changes in operating assets and
      liabilities:
      Other  assets                               798                    (1,105)
      Accounts  payable                        (1,551)     (32,052)      38,800
      Interest receivable from related
        parties                                                         (50,836)
      Interest payable to related parties      53,315       44,542      204,900
                                            ---------    ---------    ---------
          Net cash used in operating
            activities                        (46,773)     (64,785)    (405,219)
                                            ---------    ---------    ---------

Investing  activities:
  Purchase of property and equipment                                     (6,593)
  Advances  to  related  parties                                       (176,450)
                                                                      ---------
          Net cash used in investing
            activities                                                 (183,043)
                                                                      ---------

Financing  activities:
  Net proceeds from loans payable to
    related party                              46,500       32,760      406,164
  Net proceeds from lines of credit                 4       32,504       32,508
  Proceeds from issuance of common stock                                149,800
                                            ---------    ---------    ---------
          Net cash provided by
            financing  activities              46,504       65,264      588,472
                                            ---------    ---------    ---------

Net increase (decrease) in cash                  (269)         479          210

Cash, beginning of period                         479            -            -
                                            ---------    ---------    ---------

Cash, end of period                         $      210   $     479    $     210
                                            ==========   =========    =========
</TABLE>


See  Notes  to  Financial  Statements.

                                       22
<PAGE>
                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



Note 1 - Business  organization  and  policies:
            Organization:
               Radale  Imports,  Inc. (the "Company") was incorporated on August
               18,  1995  for  the  purpose  of  importing  automotive parts and
               accessories  from  India.  The  Company  is  a  development stage
               business.

            Use  of  estimates:
               The  preparation  of  financial  statements  in  conformity  with
               accounting  principles generally accepted in the United States of
               America  requires  management  to  make estimates and assumptions
               that affect reported amounts and disclosures. Accordingly, actual
               results  could  differ  from  those  estimates.

            Property  and  equipment:
               Depreciation  of  property  and  equipment  is provided using the
               straight-line  method  over  estimated  useful lives ranging from
               five  to  seven  years.

            Income  taxes:
               The  Company  accounts for income taxes pursuant to the asset and
               liability  method  which  requires deferred income tax assets and
               liabilities  to be computed for temporary differences between the
               financial  statement and tax bases of assets and liabilities that
               will  result in taxable or deductible amounts in the future based
               on  enacted laws and rates applicable to the periods in which the
               temporary  differences  are  expected  to  affect taxable income.
               Valuation  allowances  are  established  when necessary to reduce
               deferred  tax  assets to the amounts expected to be realized. The
               income  tax  provision  is the tax payable or refundable for  the
               period  plus  or  minus  the change during the period in deferred
               tax  assets  and  liabilities.

            Earnings  (loss)  per  share:
               The  Company has adopted the provisions of Statement of Financial
               Accounting  Standards  No.  128, Earnings per Share ("SFAS 128").

               Basic  earnings (loss) per common share is calculated by dividing
               net  income  or  loss applicable to common shares by the weighted
               average  number  of  common shares outstanding during the period.
               The  calculation  of diluted earnings per common share is similar
               to  that of basic earnings per common share, except that dilutive
               earnings per common share reflects the amount of earnings for the
               period available to each share of common stock outstanding during
               the  reporting  period,  while  giving  effect  to  all  dilutive
               potential  common  shares that were outstanding during the period
               such  as  common  shares  that  could  result  from the potential
               exercise  or conversion of securities and debt into common stock.
               There are no  potentially dilutive  common shares outstanding for
               the years  ended  March  31,  2002 or 2001.

                                       23
<PAGE>
                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


Note 2 - Basis of presentation:
               The  accompanying  financial  statements  have  been  prepared in
               conformity  with  accounting principles generally accepted in the
               United  States  of  America which contemplate continuation of the
               Company  as  a going concern and the realization of the Company's
               assets  and  the  satisfaction  of  its liabilities in the normal
               course  of  business.  As  of  March 31, 2002, the Company has an
               accumulated  deficit  of  $848,153,  stockholders'  deficiency of
               $682,162 and a working capital deficiency of $682,162. Management
               plans  to  obtain  the  additional funds to enable the Company to
               continue as a going concern through the sale of equity securities
               to  private investors pursuant to a private placement memorandum.
               Due   to  the   Company's  recurring  losses   and  stockholders'
               deficiency,  there  can  be no assurance that the Company will be
               able to obtain additional operating capital, which may impact the
               Company's  ability  to   continue  as   a  going  concern.    The
               accompanying  financial statements do not include any adjustments
               to  reflect the possible future effects on the recoverability and
               classification  of  assets  or  the amounts and classification of
               liabilities  that  may  result from the probable inability of the
               Company  to  continue  as  a  going  concern.


Note 3 - Changes  in  authorized  shares  and  stock  split:
               At  the  date of inception, 1,575,000 shares of common stock were
               issued  to  the founders of the Company at $.02 per share. During
               the  fiscal  year  1997,  an  additional 325,027 shares of common
               stock  were  issued  at  $.02  per  share  for  services.

               On  March  30,  1996,  the  amount  of  shares  authorized by the
               Articles of Incorporation was increased by the Board of Directors
               from  50,000 to 40,000,000 shares and preferred stock from 10,000
               to  10,000,000  shares.

               On March 30, 1996, the Board of Directors declared a 52.5:1 stock
               split  to be effective upon the filing of its amended Articles of
               Incorporation  (January  21,  1998). On May 19, 1996 and June 20,
               1996,  the  Board  of  Directors  also  declared  that the shares
               outstanding  as  of  these dates should be included in the split.

               All  per  share  disclosures  have been retroactively restated to
               show  the  effects  of  these  capital  changes.

               20,000  shares  of  common  stock  were issued at $1.00 per share
               after the stock split. A finder's fee of $2,000 was deducted from
               additional  paid-in  capital  as  related  issuance  costs.

                                       24
<PAGE>
                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


Note 3 - Changes  in  authorized  shares  and  stock  split  (concluded):
               During  the  fiscal  year  1998,  an  additional 14,123 shares of
               common  stock  were  issued at $2.00 per share, 5,000 shares were
               issued at $1.80 per share, 10,000 shares were issued at $1.25 per
               share,  15,000  shares were issued at $1.00 per share, and 10,000
               shares  were  issued  at  $.80  per  share.

               During  the  fiscal year 1999, 29,000 shares of common stock were
               issued  at  $1.00  per  share.

               During  the  fiscal year 2001, 10,000 shares of common stock were
               issued  for  services  at  $1.00  per  share.


Note 4 - Related  party  receivables,  net:
               Related  party  receivables  as of March 31, 2002 include accrued
               interest  of  $50,836. This amount represents periodic borrowings
               from  the   Company  by  stockholders   and  officers.    Amounts
               outstanding are interest bearing and are due six months after the
               advance.  In  the  event  principal  and  interest  is not repaid
               when  due,  all  unpaid  amounts  are due no later than March 31,
               2001,  and  are  currently  in  default.  The  repayment  of  the
               principal  and  all  accrued  interest has been guaranteed by the
               Company's   principal  stockholder.    As  consideration  to  the
               stockholder for the guarantee, the debtors pledged their stock to
               the  principal  stockholder.   Currently,  the  Company  has  not
               commenced  collection  of  the   receivables.    Because  of  the
               uncertainty  about  the  collectability  of  the  receivables, no
               interest  income  was  accrued  in the year ended March 31, 2002.
               Total  receivables  including  accrued  interest of $227,286 have
               been  fully  reserved and charged to operations in the year ended
               March  31,  2001.


Note 5 - Related  party  payables:
               Related  party  payables  as  of  March  31, 2002 include accrued
               interest  of $204,900. The notes bear interest with rates ranging
               from  5%  to 10%, $272,839, $5,000 and $128,325 of which were due
               and  payable  at  March 31, 2001, December 31, 2001 and March 31,
               2002,  respectively,  and  are  currently  in  default.

                                       25
<PAGE>
                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


Note 6 - Income  taxes:
               At  March  31,  2002,   the  Company  had   net  operating   loss
               carryforwards  available to reduce future taxable income, if any,
               of  approximately  $618,000  for Federal income tax purposes. The
               Federal  net  operating loss begins to expire in 2011. California
               net  operating losses of approximately $484,000 expire in various
               years  begins  in  2004.  The  difference between the Federal and
               California  tax  loss  carryforwards  is primarily related to the
               state  income  taxes  that are not deductible for state purposes.
               Pursuant  to  Internal  Revenue  Code  Section  382,  use  of the
               Company's  net  operating  loss carryforwards may be limited if a
               cumulative  change  in ownership of more than 50% occurs within a
               three-year  period.

               Temporary  differences between the carrying amounts of assets for
               financial  reporting purposes and the amounts used for income tax
               purposes  give  rise  to the Company's deferred income taxes. The
               components  of  the Company's deferred tax assets as of March 31,
               2002  are  as  follows:
<TABLE>
<CAPTION>
<S>                                                              <C>
                    Net  operating  loss  carryforwards          $  240,000
                    Allowance  for  doubtful  accounts               91,000
                                                                 ----------
                                                                    331,000
                    Valuation  allowance                           (331,000)
                                                                 ----------
                         Total                                   $        -
                                                                 ==========
</TABLE>

               A  valuation allowance has been recorded against the deferred tax
               assets, as the ultimate realization of these assets is considered
               unlikely.

               The  expected income tax benefit, computed based on the Company's
               pre-tax  losses  in  March  31, 2002 and 2001 and cumulative from
               inception,  to the statutory income tax rate is reconciled to the
               actual  tax  provision  as  follows:
<TABLE>
<CAPTION>
                                                                      Cumulative
                                            March  31,   March  31,      from
                                               2002         2001       Inception
                                            ----------   ----------   ----------
                 Expected tax benefit at
<S>                                          <C>         <C>          <C>
                   statutory Federal rate    $ 34,000    $ 107,000    $ 288,000
                 State  benefit                 6,000       19,000       43,000
                                             --------    ---------    ---------
                                               40,000      126,000      331,000
                 Decrease resulting from
                   change  in  valuation
                   allowance                  (40,000)    (126,000)    (331,000)
                                             --------    ---------    ---------
                                             $      -    $       -    $       -
                                             ========    =========    =========
</TABLE>

                                       26
<PAGE>
                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


Note 7 - Lease commitment:
               The  Company had a noncancelable operating lease which expired in
               November  2001.  The agreement required the payment of utilities,
               taxes,  insurance and repairs. The Company subleased a portion of
               the  office.  Rental  income from the sublease was used to offset
               rent  expense.  Total  rental  income  for  the years ended March
               31,  2002   and   2001  was   approximately  $9,800  and  $8,000,
               respectively.  Total  rent  expense  was approximately $3,500 and
               $4,900 for the years ended March 31, 2002 and 2001, respectively.





                                      *   *   *

















                                       27
<PAGE>
ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE

     The  principal  independent  accountant  of  the company or any significant
subsidiary  has  not  resigned,  declined  to  stand  for  re-election,  or been
dismissed  by  the company during the periods for which financial statements are
included  herein.

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

     A  list  of  the  current  officers  and  directors  appears  below.
<TABLE>
<CAPTION>
                                                        Position Held    Term of
          Person                     Office             Since            Office
     -----------------     ------------------------     -------------    -------
<S>                        <C>                          <C>              <C>
     Lee D. Dodson, 64     CEO,  CFO  and  Director     1995             2003

     Ken Swanson, 58       President, Secretary and     1997             2003
                           Director
</TABLE>

     The  directors  serve  until  the  next  annual  meeting  of  the company's
stockholders.    Directors  are  elected  for   one-year  terms  at  the  annual
stockholders'  meeting.  Officers  hold  their  positions at the pleasure of the
board  of  directors,  absent  any employment agreement, of which none currently
exists  or is contemplated. There is no arrangement or understanding between the
directors and officers of the company and any other person pursuant to which any
director  or  officer  was  or  is  to  be  selected  as  a director or officer.

     The  directors  and  officers  of  the company will devote such time to the
company's  affairs on an "as needed" basis, but less than 10 hours per month. As
a  result,  the  actual  amount  of time which they will devote to the company's
affairs  is  unknown  and  is  likely to vary substantially from month to month.

Biographical  Information
-------------------------

     Lee D. Dodson.  Mr. Dodson has been employed since 1979 as the president of
LEDO  Energy  Corporation  and  since  1972  as  the president of its affiliated
company,  LEDO  Financial  Corporation,  both  of which companies have principal
offices  in  Rancho Santa Fe, California and are in the energy business.  He has
simultaneously  served  as  the  chief executive officer of Radale Imports since
August  1995  to  the  present.

     Ken  Swanson.  Mr.  Swanson  was employed from 1993 to 1996 as president of
Oilguard  Company  of  Vista,  California.  He  has  served as vice president of
Analytic  Systems  Laboratory of Merrillville, Indiana from 1997 to the present;
as  president  of  Radale  Imports,  Inc. from 1997 to the present; as marketing
director  of  MTM Industries of O'Side, California from 1999 to the present; and
as  a  manufacturer's representative of Chloride Power of Lake Forrest, Illinois
from  February  2001  to  the  present.

                                       28
<PAGE>
     Management  devotes  minimal time to the operations of the company, and any
time  spent is devoted to screening and assessing and, if warranted, negotiating
to  acquire  business  opportunities.

     None  of  the company's officers or directors receives any compensation for
their  respective  services rendered to the company, nor have they received such
compensation  until  authorized by the board of directors, which is not expected
to  occur  until  the  company  has  generated  revenues  from  operations after
consummation  of  a merger or acquisition. As of the date of filing this report,
the  company  has no funds available to pay officers or directors. Further, none
of  the  officers  or  directors  is  accruing  any compensation pursuant to any
agreement with the company. No retirement, pension, profit sharing, stock option
or insurance programs or other similar programs have been adopted by the company
for  the  benefit  of  its  employees.

     It is possible that, after the company successfully consummates a merger or
acquisition  with  an  unaffiliated  entity, that entity may desire to employ or
retain  one  or a number of members of the company's management for the purposes
of  providing  services  to  the  surviving  entity,  or otherwise provide other
compensation  to such persons. However, the company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be  a  consideration  in  the  company's  decision  to  undertake  any  proposed
transaction.  Each  member of management has agreed to disclose to the company's
board  of  directors any discussions concerning possible compensation to be paid
to  them  by  any  entity,  which  proposes  to undertake a transaction with the
company and further, to abstain from voting on such transaction. Therefore, as a
practical  matter,  if  each  member  of  the  company's board of directors were
offered  compensation  in  any  form  from any prospective merger or acquisition
candidate, the proposed transaction would not be approved by the company's board
of  directors as a result of the inability of the board to affirmatively approve
such  a  transaction.

     It  is  possible  that  persons  associated  with  management  may  refer a
prospective  merger  or  acquisition  candidate to the company. In the event the
company  consummates  a  transaction  with  any entity referred by associates of
management,  it  is  possible that such an associate will be compensated for his
referral  in the form of a finder's fee. It is anticipated that this fee will be
either  in  the form of restricted common stock issued by the company as part of
the  terms  of  the  proposed  transaction,  or  will  be  in  the  form of cash
consideration.  However,  if  such  compensation  is  in  the form of cash, such
payment  will  be  tendered  by the acquisition or merger candidate, because the
company  has insufficient cash available. The amount of such finder's fee cannot
be  determined  as  of  the  date  of  filing this report, but is expected to be
comparable  to  consideration  normally  paid in like transactions. No member of
management  of  the  company  will  receive  any finders fee, either directly or
indirectly,  as  a result of their respective efforts to implement the company's
business  plan  outlined  herein.

     The  company  has adopted a policy that its affiliates and management shall
not  be  issued  further  common  shares  of  the  company,  except in the event
discussed  in  the  preceding  paragraphs.

     While  all  of  the companies' officers, directors and insider shareholders
have  been  involved  in  transactions  involving "shell" corporations which are
blank  check  or blind pool companies, none of them has been previously involved
in  establishing  a  blank  check or blind pool company offering to be used in a

                                       29
<PAGE>
shell transaction. A "blank check" company is a company that is formed without a
specified  business as its purpose. A "blind pool" company is a company that has
raised  money  through  a  public  or  private  offering  for  use to acquire an
unspecified,  undesignated business or company. Since 1991 when rules for "blind
pools"  were  changed  very  few  "blind  pools"  have  been  founded.

Conflicts  of  Interest
-----------------------

     The  officers  and  directors  of  the  company will not devote more than a
portion  of  their  time  to the affairs of the company. There will be occasions
when  the  time requirements of the company's business conflict with the demands
of  their  other  business and investment activities. Such conflicts may require
that  the  company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon  terms  favorable  to  the  company.

     The  officers  and  directors  of the company may be directors or principal
shareholders of other companies and, therefore, could face conflicts of interest
with  respect  to potential acquisitions. In addition, officers and directors of
the  company  may in the future participate in business ventures, which could be
deemed  to  compete  directly with the company. Additional conflicts of interest
and  non-arms  length transactions may also arise in the future in the event the
company's  officers or directors are involved in the management of any firm with
which  the  company  transacts  business.  The  company's board of directors has
adopted  a  policy  that the Company will not seek a merger with, or acquisition
of,  any  entity in which management serve as officers or directors, or in which
they  or  their  family  members  own  or hold a controlling ownership interest.
Although  the board of directors could elect to change this policy, the board of
directors  has  no  present  intention to do so. In addition, if the company and
other  companies  with which the company's officers and directors are affiliated
both  desire  to  take  advantage  of a potential business opportunity, then the
board  of directors has agreed that said opportunity should be available to each
such  company  in the order in which such companies registered or became current
in  the  filing  of  annual  reports  under  the  '34  Act.

     The  company's  officers  and directors may actively negotiate or otherwise
consent to the purchase of a portion of their common stock as a condition to, or
in  connection  with,  a  proposed  merger  or  acquisition  transaction.  It is
anticipated  that a substantial premium over the initial cost of such shares may
be paid by the purchaser in conjunction with any sale of shares by the company's
officers and directors which is made as a condition to, or in connection with, a
proposed  merger or acquisition transaction. The fact that a substantial premium
may  be  paid  to  the  company's officers and directors to acquire their shares
creates  a potential conflict of interest for them in satisfying their fiduciary
duties  to the company and its other shareholders. Even though such a sale could
result  in  a substantial profit to them, they would be legally required to make
the  decision  based  upon  the  best interests of the company and the company's
other  shareholders,  rather  than  their  own  personal  pecuniary  benefit.

     No  executive  officer,  director,  person  nominated to become a director,
promoter or control person of our company has been involved in legal proceedings
during  the  last  five  years  such  as

     -  bankruptcy,

                                       30
<PAGE>
     -  criminal  proceedings  (excluding  traffic  violations  and  other minor
        offenses),  or

     -  proceedings permanently or temporarily enjoining, barring, suspending or
        otherwise  limiting his  involvement in any type of business, securities
        or banking  activities.

     -  Nor  has any such person been found by a court of competent jurisdiction
        in a civil  action,  or  the  Securities  and Exchange Commission or the
        Commodity  Futures  Trading  Commission  to  have  violated a federal or
        state securities or commodities  law.

ITEM  10.     EXECUTIVE  COMPENSATION

     No officer or director has received any remuneration prior to the filing of
this  registration statement. Although there is no current plan in existence, it
is  possible that the company will adopt a plan to pay or accrue compensation to
its   officers   and  directors   for  services   related  to  seeking  business
opportunities  and  completing a merger or acquisition transaction. See "Certain
Relationships  and  Related  Transactions."  The  company  has  no stock option,
retirement,  pension,  or  profit-sharing programs for the benefit of directors,
officers  or  other employees, but the board of directors may recommend adoption
of  one  or  more  such  programs  in  the  future.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
              MANAGEMENT

     The  table below sets forth as of June 30, 2002 the beneficial ownership of
securities  of the company by the officers and directors, individually, and as a
group, and each person who is known to the company to be the beneficial owner of
more  than  five  percent  of  any  class  of  the  company's voting securities:

<TABLE>
<CAPTION>
                                                                 Percent of
                                                                 Outstanding
      Person                              No. of Shares             Shares
--------------------------------------------------------------------------------
<S>                                             <C>                    <C>
Lee  D.  Dodson
429  Santa  Dominga
Solana  Beach,  CA  92075                       650,000                30.4%
--------------------------------------------------------------------------------
Ken  Swanson
5933  Sea  Lion  Pl.,  Suite  106
Carlsbad,  CA  92008                            123,400                 5.8%
--------------------------------------------------------------------------------
Gary  E.  Bryant
3  Gavina
Monarch Beach, CA 92629                         441,100                20.6%
--------------------------------------------------------------------------------
Mayuri  Pujara
4325  Larson  Lane
Carlsbad,  CA  92008                            463,000                21.7%
--------------------------------------------------------------------------------
Marilyn  C.  Kenan  Trust
212  N.W.  18th  Street
Oklahoma City, OK 73103                         250,000                11.7%
--------------------------------------------------------------------------------
Officers  and  Directors
  As a Group (2 persons)                        773,400                36.2%
--------------------------------------------------------------------------------
</TABLE>

                                       31
<PAGE>
     There  are  no  arrangements which may result in a change in control of the
company.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Since  inception,  the  company  has loaned money to its officers and major
stockholders,  Raj  Pujara  and  Ken Swanson.  As of March 31, 2002, the related
party receivables - including accrued interest of $50,836 - amounted to $227,286
and  were  in  default.  Because  of  the  uncertainty of collection, the entire
amount  was  charged to operations in the fiscal year that ended March 31, 2001.

     The  repayment of the principal and accrued interest has been guaranteed by
Lee  D.  Dodson,  the  company's  chief  executive  officer and a director.  The
debtors,  for  his  guarantee,  have pledged their common stock totaling 586,400
shares,  to  Mr.  Dodson.

     Also  since inception, the company has borrowed money from a related party,
Lee  D.  Dodson.  As  of  March  31,  2002,  the company owed $514,643 to Lee D.
Dodson,  which  amount  includes  accrued  interest of $174,657.  The promissory
notes  representing this company debt bear interest ranging from 5 percent to 10
percent, all of which were due and payable at March 31, 2002 and are in default.

     No  officer,  director, or affiliate of the company has or proposes to have
any direct or indirect material interest in any asset proposed to be acquired by
the  company  through  security  holdings,  contracts,  options,  or  otherwise.

     The company has adopted a policy under which any consulting or finder's fee
that may be paid to a third party or affiliate for consulting services to assist
management  in  evaluating  a  prospective business opportunity would be paid in
stock  or  in cash. Any such issuance of stock would be made on an ad hoc basis.
Accordingly,  the  company is unable to predict whether or in what amount such a
stock  issuance  might  be  made.

     Although  there  is  no  current plan in existence, it is possible that the
company  will  adopt  a  plan  to pay or accrue compensation to its officers and
directors  for services related to seeking business opportunities and completing
a  merger  or  acquisition  transaction.

     The company maintains a post office mailing address, but otherwise does not
maintain  an  office.  As  a  result, it pays no rent and incurs no expenses for
maintenance of an office and does not anticipate paying rent or incurring office
expenses  in  the  future.  It  is  likely  that  the company will establish and
maintain  an  office  after  completion  of  a  business  combination.

     Although  management has no current plans to cause the company to do so, it
is  possible  that  the  company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the common stock held by the
company's  current  stockholders  to  the  acquisition  candidate  or principals
thereof,  or  to other individuals or business entities, or requiring some other
form  of  payment to the company's current stockholders, or requiring the future
employment  of  specified  officers  and payment of salaries to them. It is more

                                       32
<PAGE>
likely  than  not  that  any  sale  of  securities  by  the  company's  current
stockholders  to  an  acquisition  candidate  would  be at a price substantially
higher  than  that  originally paid by such stockholders. Any payment to current
stockholders  in  the  context  of an acquisition involving the company would be
determined  entirely  by  the  largely unforeseeable terms of a future agreement
with  an  unidentified  business  entity.

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

     The following exhibits are filed, by incorporation by reference, as part of
this  Form  10-KSB:

Exhibit
Number           Description  of  Exhibit
-------          -------------------------

3          -     Amended  and  Restated  Articles  of  Incorporation*

3.1        -     Bylaws*


          *Previously  filed  with  Form 10-SB Commission file number 000-49708;
          incorporated herein.

(b)        Reports  on  Form  8-K

           None














                                       33
<PAGE>

                                   SIGNATURES

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

DATED:  June  28,  2002               RADALE  IMPORTS,  INC.


                                      By  /s/  Lee  D.  Dodson
                                        ----------------------------------------
                                         Lee D. Dodson, Chief Executive  Officer


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



DATED:  June  28,  2002                  /s/  Lee  D.  Dodson
                                         ---------------------------------------
                                         Lee D. Dodson, Chief Financial Officer
                                         and  Director



DATED:  June  28,  2002                  /s/  Ken  Swanson
                                         ---------------------------------------
                                         Ken Swanson, President,  Secretary  and
                                         Director



















                                       34