UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB


[xx] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2002

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


                        Commission file Number: 000-27235

                            CONSUMER MARKETING CORP.
                 (Name of small business issuer in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   98-0204680
                     (I.R.S. Employer Identification Number)

                                    Suite 810
                               1708 Dolphin Avenue
                       Kelowna, British Columbia, V1Y 9S4
                    (Address of principal executive offices)

                                  (250)868-8177
                           (Issuer's telephone number)

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

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

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Issuer'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 ]

The Issuer's revenues for its fiscal year ended June 30, 2002 were $0.00.

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.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)   N/A

<PAGE>


                                        2

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

On June 30, 2002, the number of shares  outstanding of the  registrant's  Common
Stock was 500,000.

Transitional Small Business Disclosure Format (Check one):  Yes    ; No X
                                                               ---     ---

<PAGE>

                                        3

                                     PART I
                                    BUSINESS

Item 1. Description of Business
-------------------------------

Consumer  Marketing Corp.  (referred to as "us," "we" or "our") was incorporated
on  January  30,  1997  under  the laws of the  State of Nevada to engage in any
lawful  corporate  purpose.  Other than issuing shares to its  shareholders,  we
never commenced any other operational activities.  We can be defined as a "blank
check"  company,  whose sole purpose at this time is to locate and  consummate a
merger or acquisition with a private entity.  The Board of Directors has elected
to commence  implementation of our principal  business purpose,  described below
under "Plan of Operation."

The proposed business activities  classifies us as a "blank check" company.  The
Securities and Exchange  Commission  defines these companies as "any development
stage  company  that is issuing a penny  stock  (within the meaning of section 3
(a)(51)  of the  Securities  Exchange  Act of 1934)  and  that  has no  specific
business plan or purpose,  or has  indicated  that its business plan is to merge
with an unidentified  company or companies." Many states have enacted  statutes,
rules and regulations limiting the sale of securities of "blank check" companies
in their respective  jurisdictions.  Management does not intend to undertake any
efforts to cause a market to develop in our  securities,  either debt or equity,
until we have  successfully  implemented  our business plan. We intend to comply
with the periodic reporting  requirements of the Securities Exchange Act of 1934
for so long as it is subject to those requirements.

Lock-up Agreement
-----------------

Each  of  our  shareholders  has  executed  and  delivered  a  "lock-up"  letter
agreement,  affirming that they shall not sell their respective shares of common
stock until we have successfully  consummated a merger or acquisition and we are
no longer  classified as a "blank check"  company.  In order to provide  further
assurances  that no  trading  will  occur in our  securities  until a merger  or
acquisition  has been  consummated,  each  shareholder has agreed to place their
respective stock certificate with our legal counsel,  who will not release these
respective  certificates  until they have confirmed that a merger or acquisition
was  successfully  consummated.  However,  while  management  believes  that the
procedures  established to preclude any sale of our securities  prior to closing
of a merger or  acquisition  will be  sufficient,  we cannot assure you that the
procedures  established will  unequivocally  limit any shareholder's  ability to
sell their respective securities before a closing.

Investment Company Act of 1940
------------------------------

Although we will be subject to regulation  under the  Securities Act of 1933, as
amended (the "`33 Act"),  and the  Securities  Exchange Act of 1934,  management
believes we will not be subject to regulation  under the Investment  Company Act
of 1940, since we will not be engaged in the business of investing or trading in
securities.  In the event we engage in business  combinations that result in our
holding  passive  investment  interests  in a number  of  entities,  we could be
subject to regulation under the `40 Act. If that occurs, we would be required to
register as an  investment  company  and could be expected to incur  significant
registration and compliance costs. We have obtained no formal determination from
the Securities  and Exchange  Commission as to our status under the `40 Act and,
consequently,  a  violation  of the Act could  subject  us to  material  adverse
consequences.

<PAGE>

                                        4

Investment Advisors Act of 1940
-------------------------------

Under Section 202(a)(11) of the Investment  Advisors Act of 1940, as amended, an
"investment  adviser"  means any person who,  for  compensation,  engages in the
business  of  advising  others,  either  directly  or  through  publications  or
writings,  as to the value of securities or as to the  advisability of investing
in, purchasing, or selling securities, or who, for compensation and as part of a
regular  business,   issues  or  promulgates   analyses  or  reports  concerning
securities. We seek to locate a suitable merger of acquisition candidate, and we
do not intend to engage in the business of advising others in investment matters
for a fee or other type of consideration.

Dissenter's Rights
------------------

In accordance with Nevada Revised Statutes ("NRS") ss. 78.3793,  on the 10th day
following the acquisition of a controlling  interest by an acquiring  person, if
the control shares are accorded full voting rights pursuant to NRS ss.ss. 78.378
to 78.3793, inclusive, and the acquiring person has acquired a majority interest
of the  voting  shares,  any  stockholder  of record,  other than the  acquiring
person,  who has not voted in favor of authorizing voting rights for the control
shares is entitled to demand  payment for the fair value of his shares by making
a written demand.

Forward Looking Statements
--------------------------

Because  we desire to take  advantage  of the "safe  harbor"  provisions  of the
Private  Securities  Litigation  Reform  Act of 1995 (the  "PSLRA"),  we caution
readers regarding forward looking  statements found in the following  discussion
and elsewhere in this registration statement and in any other statement made by,
or on our  behalf,  whether or not in future  filings  with the  Securities  and
Exchange  Commission.  Forward  looking  statements  are statements not based on
historical  information  and  that  relate  to  future  operations,  strategies,
financial  results  or  other  developments.   Forward  looking  statements  are
necessarily based upon estimates and assumptions that are inherently  subject to
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond our control and many of which,  with  respect to future
business decisions, are subject to change. These uncertainties and contingencies
can affect actual  results and could cause actual  results to differ  materially
from those expressed in any forward looking statements made by or on our behalf.
We disclaim any obligation to update forward looking statements.  Readers should
also  understand  that under  Section  27A(b)(2)(D)  of the `33 Act, and Section
21E(b)(2)(D)  of the `34 Act, the "safe  harbor"  provisions of the PSLRA do not
apply to statements made in connection with our offering.

Item 2. Description of Property
--------------------------------

We have no  properties  and at this  time  have no  agreements  to  acquire  any
properties.

We operate from our offices at Suite 810, 1708 Dolphin Avenue, Kelowna,  British
Columbia,  Canada.  Space is provided to the Company on a rent free basis by Mr.
Randhawa,  an officer and director of the Company,  and it is  anticipated  that
this  arrangement  will  remain  until we  successfully  consummate  a merger or
acquisition.  Management  believes  that this  space will meet our needs for the
foreseeable future.

Item 3. Legal Proceedings
--------------------------

The Company is not involved in my legal proceedings at this time.

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

No matter was submitted to vote of security holders during the fourth quarter of
the fiscal year covered by this report.

<PAGE>

                                        5

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

There is no trading market for our common stock at present and there has been no
trading market to date.  Management has not undertaken any discussions  with any
prospective market maker concerning the participation in the aftermarket for the
Company's  securities and management does not intend to initiate any discussions
until we have  consummated a merger or acquisition.  We cannot  guarantee that a
trading  market  will ever  develop or if a market  does  develop,  that it will
continue.

Market Price
------------

Our common stock is not quoted at the present time.  The Securities and Exchange
Commission  has  adopted  a Rule that  established  the  definition  of a "penny
stock," for purposes  relevant to us, as any equity  security  that has a market
price of less than $5.00 per share or with an exercise  price of less than $5.00
per share, subject to certain exceptions.  For any transaction involving a penny
stock,  unless exempt, the rules require:  (i) that a broker or dealer approve a
person's account for transactions in penny stocks; and (ii) the broker or dealer
receive from the investor a written agreement to the transaction,  setting forth
the  identity  and  quantity  of the penny  stock to be  purchased.  In order to
approve a person's  account  for  transactions  in penny  stocks,  the broker or
dealer must (i) obtain  financial  information  and  investment  experience  and
objectives  of the person;  and (ii) make a  reasonable  determination  that the
transactions  in penny  stocks are  suitable for that person and that person has
sufficient  knowledge  and  experience  in  financial  matters  to be capable of
evaluating the risks of transactions in penny stocks.  The broker or dealer must
also deliver,  prior to any transaction in a penny stock, a disclosure  schedule
prepared  by the  Commission  relating  to the penny  stock  market,  which,  in
highlight  form, (i) sets forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer received a signed,
written  agreement from the investor prior to the  transaction.  Disclosure also
has to be made  about  the  risks of  investing  in penny  stock in both  public
offering and in secondary  trading,  and about  commissions  payable to both the
broker-dealer  and the  registered  representative,  current  quotations for the
securities  and the rights and  remedies  available  to an  investor in cases of
fraud in penny stock transactions.  Finally,  monthly statements have to be sent
disclosing  recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

Management  intends to strongly  consider  undertaking  a  transaction  with any
merger or  acquisition  candidate  that will allow our  securities  to be traded
without the aforesaid  limitations.  However, we cannot predict whether,  upon a
successful merger or acquisition,  we will qualify our securities for listing on
Nasdaq or some other national  exchange,  or be able to maintain the maintenance
criteria  necessary  to  insure  continued  listing.   Failure  to  qualify  our
securities or to meet the relevant  maintenance  criteria after qualification in
the future may result in the  discontinuance  of the inclusion of our securities
on a national  exchange.  However,  trading,  if any, in our securities may then
continue in the non-Nasdaq  over-the-counter  market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, our securities.

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

We intend to seek to acquire assets or shares of an entity actively engaged in a
business that generates  revenues,  in exchange for its securities.  We have not
identified  a  particular  acquisition  target  and  have not  entered  into any
negotiations  regarding an acquisition.  As soon as this registration  statement
becomes  effective  under  Section  12 of the `34  Act,  we  intend  to  contact
investment bankers, corporate financial analysts, attorneys and other investment
industry  professionals through various media. None of our officers,  directors,
promoters or affiliates have engaged in any  preliminary  contact or discussions
with any  representative  of any other company  regarding the  possibility of an
acquisition or merger with us as of the date of this registration statement.

<PAGE>

                                        6

Depending  upon  the  nature  of  the  relevant  business  opportunity  and  the
applicable  state statutes  governing how the  transaction  is  structured,  the
Company's Board of Directors  expects that it will provide our shareholders with
complete disclosure  documentation  concerning a potential business  opportunity
and the structure of the proposed  business  combination  prior to consummation.
Disclosure is expected to be in the form of a proxy or information statement, in
addition to the post-effective amendment.

While any disclosure  must include  audited  financial  statements of the target
entity,  we cannot  assure you that such audited  financial  statements  will be
available.  As part of the  negotiation  process,  the Board of  Directors  does
intend to obtain certain assurances of value, including statements of assets and
liabilities,  material  contracts,  accounts  receivable  statements,  or  other
indicia of the target  entity's  condition  prior to consummating a transaction,
with further  assurances  that an audited  statement  would be provided prior to
execution of a merger or acquisition  agreement.  Closing documents will include
representations  that the value of the assets  transferred  will not  materially
differ  from the  representations  included  in the  closing  documents,  or the
transaction will be voidable.

Due to our intent to remain a shell  corporation  until a merger or  acquisition
candidate is identified,  it is anticipated that its cash requirements  shall be
minimal,  and  that all  necessary  capital,  to the  extent  required,  will be
provided by the directors or officers. We do not anticipate that we will have to
raise  capital in the next twelve  months.  We also do not expect to acquire any
plant or significant equipment.

We have not,  and do not intend to enter into,  any  arrangement,  agreement  or
understanding   with   non-management   shareholders   allowing   non-management
shareholders  to  directly  or  indirectly   participate  in  or  influence  our
management of the Company.  Management  currently  holds 100% of our stock. As a
result,  management is in a position to elect a majority of the directors and to
control our affairs.

We have no full time  employees.  Our  President  and  Secretary  have agreed to
allocate a portion of their time to our activities, without compensation.  These
officers  anticipate that our business plan can be implemented by their devoting
approximately  five (5)  hours  each  per  month to our  business  affairs  and,
consequently, conflicts of interest may arise with respect to their limited time
commitment. We do not expect any significant changes in the number of employees.
See "Management."

Our officers and directors may become  involved with other  companies who have a
business purpose similar to ours. As a result,  potential  conflicts of interest
may arise in the future.  If a conflict does arise and an officer or director is
presented with business  opportunities  under circumstances where there may be a
doubt as to whether  the  opportunity  should  belong to the  Company or another
"blank  check"  company  they  are  affiliated  with,  they  will  disclose  the
opportunity  to all the  companies.  If a situation  arises  where more than one
company  desires to merge with or acquire that target company and the principals
of the proposed target company have no preference as to which company will merge
with or acquire the target company,  the company that first filed a registration
statement  with the  Securities  and  Exchange  Commission  will be  entitled to
proceed with the proposed transaction.
See "Risk Factors - Affiliation With Other "Blank Check" Companies."

General Business Plan
---------------------

Our purpose is to seek, investigate and, if investigation  warrants,  acquire an
interest  in  business  opportunities  presented  to it by persons or firms that
desire  to  seek  the  perceived   advantages  of  an  Exchange  Act  registered
corporation. We will not restrict our search to any specific business, industry,
or  geographical  location  and we may  participate  in a  business  venture  of

<PAGE>

                                        7

virtually  any kind or nature.  This  discussion  of the  proposed  business  is
purposefully  general and is not meant to restrict our  discretion to search for
and enter into potential business opportunities.  Management anticipates that it
may be able to participate  in only one potential  business  venture  because we
have  nominal  assets  and  limited  financial  resources.   See  the  financial
statements  at page F-1.  This lack of  diversification  should be  considered a
substantial  risk to our  shareholders  because  it will not permit us to offset
potential losses from one venture against gains from another.

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

We anticipate that the selection of a business  opportunity  will be complex and
extremely  risky.  Due  to  general  economic  conditions,  rapid  technological
advances  being made in some  industries  and  shortages of  available  capital,
management believes that there are numerous firms seeking the perceived benefits
of a  publicly  registered  corporation.  The  perceived  benefits  may  include
facilitating or improving the terms for additional  equity financing that may be
sought,  providing  liquidity for incentive stock options or similar benefits to
key  employees,  providing  liquidity  (subject to  restrictions  of  applicable
statutes)  for  all  shareholders  and  other  factors.  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 analysis of these business  opportunities  extremely difficult
and complex.

We have, and will continue to have, no capital to provide the owners of business
opportunities  with any significant  cash or other assets.  However,  management
believes  we  will be  able  to  offer  owners  of  acquisition  candidates  the
opportunity to acquire a controlling ownership interest in a publicly registered
company  without  incurring  the cost and time  required  to  conduct an initial
public offering.  The owners of the business  opportunities will, however, incur
significant  legal and  accounting  costs in connection  with  acquisition  of a
business opportunity,  including the costs of preparing Form 8-K's, 10-KSB's, or
10-QSB's, agreements and related reports and documents. The '34 Act specifically
requires that any merger or  acquisition  candidate  comply with all  applicable
reporting requirements,  which include providing audited financial statements to
be included within the numerous  filings relevant to complying with the `34 Act.
Nevertheless,  the  officers and  directors  of the Company  have not  conducted
market  research and are not aware of  statistical  data that would  support the
perceived  benefits of a merger or acquisition  transaction  for the owners of a
business opportunity.

The analysis of new business  opportunities  will be  undertaken by our officers
and  directors,  none of whom is a  professional  business  analyst.  Management
intends  to  concentrate  on  identifying   preliminary   prospective   business
opportunities that may be brought to our attention through present  associations
of our officers and directors, or by our shareholders.  In analysing prospective
business opportunities, management will consider:

-    the available technical, financial and managerial resources;
-    working capital and other financial requirements;
-    history of operations, if any;
-    prospects for the future;
-    nature of present and expected competition;
-    the quality and experience of management services that may be available and
     the depth of that management;
-    the potential for further research, development, or exploration;

<PAGE>

                                        8

-    specific  risk  factors not now  foreseeable  but could be  anticipated  to
     impact our proposed activities;
-    the potential for growth or expansion;
-    the potential for profit;
-    the perceived public  recognition of acceptance of products,  services,  or
     trades;
-    name identification; and
-    other relevant factors.

Our officers and directors  expect to meet  personally  with  management and key
personnel  of  the  business  opportunity  as  part  of  their  "due  diligence"
investigation.  To the extent  possible,  the Company intends to utilize written
reports and personal  investigations to evaluate the above factors.  We will not
acquire  or  merge  with any  company  that  cannot  provide  audited  financial
statements  within a  reasonable  period of time after  closing of the  proposed
transaction.

Our management, while probably not especially experienced in matters relating to
the prospective  new business of the Company,  shall rely upon their own efforts
and, to a much lesser extent, the efforts of our shareholders,  in accomplishing
our business  purposes.  We do not  anticipate  that any outside  consultants or
advisors,  except for our legal counsel and accountants,  will be utilized by us
to  accomplish  our  business  purposes.  However,  if we do retain  an  outside
consultant  or  advisor,   any  cash  fee  will  be  paid  by  the   prospective
merger/acquisition candidate, as we have no cash assets. We have no contracts or
agreements with any outside consultants and none are contemplated.

We will not restrict our search for any specific kind of firms,  and may acquire
a  venture  that  is in its  preliminary  or  development  stage  or is  already
operating. We cannot predict at this time the status of any business in which we
may become engaged,  because the business may need to seek  additional  capital,
may  desire to have its shares  publicly  traded,  or may seek  other  perceived
advantages that we may offer.  Furthermore,  we do not intend to seek capital to
finance  the  operation  of any  acquired  business  opportunity  until  we have
successfully consummated a merger or acquisition.

We anticipate that we will incur nominal expenses in the  implementation  of its
business  plan.  Because we has no capital  to pay these  anticipated  expenses,
present management will pay these charges with their personal funds, as interest
free loans,  for a minimum of twelve  months from the date of this  registration
statement.  If additional  funding is necessary,  management and or shareholders
will  continue to provide  capital or arrange for  additional  outside  funding.
However,  the only  opportunity  that  management has to have these loans repaid
will be from a prospective  merger or acquisition  candidate.  Management has no
agreements  with us that  would  impede or  prevent  consummation  of a proposed
transaction. We cannot assure, however, that management will continue to provide
capital  indefinitely  if a  merger  candidate  cannot  be  found.  If a  merger
candidate  cannot be found in a  reasonable  period of time,  management  may be
required   reconsider  its  business   strategy,   which  could  result  in  our
dissolution.

Acquisition of Opportunities
----------------------------

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement  with another  corporation  or entity.  It may also  acquire  stock or
assets of an existing  business.  On the  consummation  of a transaction,  it is
probable  that our  present  management  and  shareholders  will no longer be in
control. In addition, our directors may, as part of the terms of the acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
shareholders.  Furthermore,  management may negotiate or consent to the purchase
of all or a portion of our stock. Any terms of sale of the shares presently held
by officers and/or directors will be also afforded to all other  shareholders on
similar terms and conditions.  Any and all sales will only be made in compliance
with the securities laws of the United States and any applicable state.

<PAGE>

                                        9

While the actual terms of a transaction  that  management  may not be a party to
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, it may be necessary for the owners of
the acquired  business to own 80% or more of the voting  stock of the  surviving
entity.  In that event, the shareholders of the Company would retain 20% or less
of the issued and outstanding shares of the surviving entity, which would result
in significant dilution in the equity of the shareholders.

As part of the "due  diligence"  investigation,  our officers and directors will
meet  personally  with  management  and key  personnel,  may visit  and  inspect
material  facilities,  obtain  independent  analysis of  verification of certain
information provided, check references of management and key personnel, and take
other reasonable  investigative  measures to the extent of our limited financial
resources and management  expertise.  How we will  participate in an opportunity
will depend on the nature of the  opportunity,  the respective needs and desires
of  the  parties,  the  management  of  the  target  company  and  our  relative
negotiation strength.

With  respect to any merger or  acquisition,  negotiations  with target  company
management  are  expected to focus on the  percentage  of our  Company  that the
target  company  shareholders  would  acquire  in  exchange  for  all  of  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  our shareholders  will probably hold a
substantially  lesser  percentage  ownership  interest  following  any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the  event  we  acquire  a  company  with  substantial  assets.  Any  merger  or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.

We will  participate in a business  opportunity  only after the  negotiation and
execution of  appropriate  written  agreements.  Although we cannot  predict the
terms of the  agreements,  generally the  agreements  will require some specific
representations  and  warranties  by all of the parties,  will  specify  certain
events of default, will detail the terms of closing and the conditions that must
be satisfied by each of the parties prior to and after the closing, will outline
the manner of bearing costs,  including costs  associated with our attorneys and
accountants,  will set forth remedies on default and will include  miscellaneous
other terms.

As stated  previously,  we will not acquire or merge with any entity that cannot
provide independent audited financial statements  concurrent with the closing of
the proposed  transaction.  We are subject to the reporting  requirements of the
`34  Act.  Included  in  these  requirements  is our  affirmative  duty  to file
independent  audited  financial  statements  as part of its Form 8-K to be filed
with the Securities and Exchange  Commission  upon  consummation  of a merger or
acquisition,  as well as our audited financial statements included in our annual
report on Form 10-K (or 10-KSB,  as  applicable)  and quarterly  reports on Form
10-Q (or 10-QSB,  as applicable).  If the audited  financial  statements are not
available at closing,  or if the audited  financial  statements  provided do not
conform to the  representations  made by the  candidate  to be  acquired  in the
closing  documents,  the  closing  documents  will  provide  that  the  proposed
transaction will be voidable at the discretion of our present management. If the
transaction is voided, the agreement will also contain a provision providing for
the  acquisition  entity  to  reimburse  us for all  costs  associated  with the
proposed transaction.

<PAGE>

                                       10

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

We will remain an insignificant  participant  among the firms that engage in the
acquisition  of  business  opportunities.  There  are many  established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel  resources and technical expertise than we do. In view of our combined
extremely limited financial  resources and limited management  availability,  we
will continue to be at a significant  competitive  disadvantage  compared to our
competitors.

"CAUTIONARY  STATEMENT  FOR  PURPOSES  OF THE "SAFE  HARBOR"  PROVISIONS  OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters,
the matters discussed in this Form 10-KSB are  forward-looking  statements based
on current  expectations  and involve risks and  uncertainties.  Forward-looking
statements  include,  but are not limited  to,  statements  under the  following
heading: "Management's Discussion And Analysis Or Plan Of Operations" the timing
and  expected  profitable  results of  publishing  and sales and the need for no
additional financing.

Item 7. Financial Statements
----------------------------

The audited  financial  statements  for Consumer  Marketing  Corp.  for the year
ending  June 30,  2002 are  included  as part of this Form 10KSB  following  the
signature page of this Form 10KSB.

Item 8. Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
        Financial Disclosure
--------------------------------------------------------------------------------

There were no changes or  disagreements  with Accountants or Auditors during the
fiscal year ending June 30, 2002.


                                    PART III

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

Set forth below are the present directors and executive officers of the Company.
Note that there are no other persons who have been nominated or chosen to become
directors  nor are  there  any  other  persons  who have  been  chosen to become
executive officers.  There are no arrangements or understandings  between any of
the  directors,  officers  and other  persons  pursuant to which such person was
selected as a director or an officer.  Directors  are elected to serve until the
next annual meeting of stockholders and until their successors have been elected
and have qualified. Officers serve at the discretion of the Board of Directors.

Name                            Age            Position
----                            ---            --------

Devinder Randhawa               42             President, Chairman, Director
Robert Hemmerling               43             Secretary, Treasurer, Director

The above listed officers and directors will serve until the next annual meeting
of the shareholders or until their death, resignation,  retirement,  removal, or
disqualification,   or  until  their  successors  have  been  duly  elected  and
qualified.  Vacancies in the existing  Board of Directors are filled by majority
vote of the remaining Directors.  Our officers serve at the will of the Board of
Directors.  There are no family relationships  between any executive officer and
director.

Resumes
-------

Devinder  Randhawa,  President and  chairman,  was appointed to his positions on
January 30, 1997.  Upon completing his MBA in 1985, Mr. Randhawa has been in the
venture  capital/corporate  finance  (sub-investment  banking). Mr. Randhawa was
either a registered  representative or an analyst for 8 years before founding RD
Capital Inc. RD Capital,  Inc. is a privately  held  consulting  firm  assisting

<PAGE>

                                       11

emerging  companies in the resource and non-resource  sectors.  Mr. Randhawa was
the founder of startups such as First Smart Sensor and Strathmore Resources Ltd.
Mr. Randhawa received a Bachelors Degree in Business  Administration with Honors
from Trinity Western College of Langley,  British  Columbia in 1983 and received
his MBA from the  University  of British  Columbia in 1985. He devotes a nominal
part of his time to our business.

Robert  Hemmerling,  President and  chairman,  was appointed to his positions on
July 25, 1997. In addition to his positions with us, since  September  1996, Mr.
Hemmerling has been employed with Strathmore Resources,  Ltd., Kelowna,  British
Columbia in the investor relations  department.  Strathmore Resources is engaged
in the business of acquiring and  developing  uranium  properties.  Prior,  from
January 1996 through August 1996, Mr.  Hemmerling was  unemployed.  From January
1992 through  December  1995, Mr.  Hemmerling  was an  electrician  with Concord
Electric,  Kelowna,  British  Columbia.  He devotes his time as necessary to our
business, which time is expected to be nominal.

Item 10. Executive Compensation
-------------------------------

None of our officers and/or  directors have received any  compensation for their
respective  services  rendered  unto us.  They all have  agreed  to act  without
compensation  until authorized by the Board of Directors,  which is not expected
to occur until we have generated  revenues from operations after consummation of
a merger or acquisition.  As of the date of this registration statement, we have
no funds available to pay directors. Further, none of the directors are accruing
any compensation pursuant to any agreement with us.

It is possible that,  after we  successfully  consummate a merger or acquisition
with an unaffiliated entity, that entity may desire to employ or retain one or a
number of members of our  management  for the purposes of providing  services to
the surviving entity. However, we have adopted a policy whereby the offer of any
post-transaction employment to members of management will not be a consideration
in our decision to undertake any proposed transaction. Each member of management
has agreed to  disclose to the Board of  Directors  any  discussions  concerning
possible  employment by any entity that proposes to undertake a transaction with
us and  further,  to abstain  from voting on the  transaction.  Therefore,  as a
practical matter, if each member of the Board of Directors is offered employment
in any form from any prospective merger or acquisition  candidate,  the proposed
transaction  will not be approved by the Board of  Directors  as a result of the
inability of the Board to affirmatively approve the transaction. The transaction
would then be presented to our shareholders for approval.

It is possible that persons  associated  with management may refer a prospective
merger or acquisition  candidate to us. In the event we consummate a transaction
with any entity  referred by associates of  management,  it is possible that the
associate will be compensated  for their 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 us as part of the terms of the proposed transaction,  or will be
in the form of cash  consideration.  However,  if compensation is in the form of
cash,  payment will be tendered by the acquisition or merger candidate,  because
we have  insufficient  cash available.  The amount of any finder's fee cannot be
determined as of the date of this registration statement,  but is expected to be
comparable to consideration  normally paid in like transactions,  which range up
to ten (10%) percent of the  transaction  price.  No member of  management  will
receive any finders fee,  either  directly or  indirectly,  as a result of their
respective efforts to implement our business plan.

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.


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------
                           SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------------
                                                                              Long Term Compensation
---------------------------------------------------------------------- -------------------------------------- ----------
                                         Annual Compensation                    Awards            Payouts
-------------------------------- ------------------------------------- -------------------------- ----------- ----------
          (a)             (b)        (c)         (d)          (e)          (f)          (g)          (h)         (i)
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
                                                             Other                                               All
                                                            Annual     Restricted    Securities                 Other
  Name and Principle                                         Comp-        Stock      Underlying      LTIP       Comp-
       Position                    Salary       Bonus      ensation     Award(s)    Option/SARs    Payouts    ensation
                          Year       ($)         ($)          ($)          ($)          (#)          ($)         ($)

------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
<S>                      <C>     <C>          <C>         <C>          <C>          <C>           <C>         <C>
Dev Randhawa,            2001/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
President and Director   2002
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
Robert Hemmerling,       2001/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
Secretary, Treasurer     2002
and Director
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
</TABLE>

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

The following table provides  information  regarding the beneficial ownership of
our common stock as of June 30, 2002 by:

     *    each person or entity known by us to be the  beneficial  owner of more
          than 5% of the outstanding shares of common stock,

     *    each of our directors and named executive officers, and

     *    all of our directors and executive officers as a group.

                  Name and Address             Amount and Nature       Percent
Title of Class    of Beneficial Owner          of Beneficial Owner     of Class
--------------    -------------------          -------------------     --------

Common Stock      Devinder Randhawa            President and Director    69.6%
                  Suite 810                    348,000 common shares
                  1708 Dolphin Avenue
                  Kelowna, B.C.
                  V1Y 9S4

Common Stock      Robert Hemmerling            Secretary, Treasurer      30.4%
                  Suite 810                    and Director
                  1708 Dolphin Avenue          152,000 common shares
                  Kelowna, B.C.
                  V1Y 9S4

Common Stock      All Officers and Directors   500,000 common shares      100%
                  as a Group

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

There have been no related  party  transactions,  or any other  transactions  or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

<PAGE>

                                       13

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

(A)  Exhibits

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

3.1            Articles of Incorporation and amendments  thereto,  as filed with
               the Issuer's Form 10-SB (file no.  000-27235) filed on October 4,
               1999 incorporated herein by reference.

3.3            Bylaws as filed with the Issuer's Form 10-SB (file no. 000-27235)
               on October 4, 1999 incorporated herein by reference.

4.1            Form of Lock Up Agreement  Executed by the Issuer's  Shareholders
               as filed with the Issuer's Form 10-SB (file  no.000-27235)  filed
               on October 4, 1999, incorporated herein by reference.

13.1           Form 10QSB for the Period  ended  September  30,  2001,  filed on
               November 13, 2001, incorporated herein by reference.

13.2           Form 10QSB for the  Period  ended  December  31,  2001,  filed on
               February 12, 2002, incorporated herein by reference.

13.3           Form 10QSB for the Period ended March 31,  2002,  filed on May 8,
               2002, incorporated herein by reference.

99.1           Certification  of  Disclosure by the  Company's  Chief  Executive
               Officer

99.2           Certification  of  Disclosure by the  Company's  Chief  Financial
               Officer


(B)  Reports on Form 8-K

               None



<PAGE>

                                       14

                                   SIGNATURES

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

                                               CONSUMER MARKETING CORP.


Dated:  September 26, 2002            Per:     /s/Devinderr Randhawa
                                               ---------------------------------
                                               Devinder Randhawa,
                                               President, C.E.O. and Director


Dated:  September 26, 2002            Per:     /s/Robert Hemmerling
                                               ---------------------------------
                                               Robert Hemmerling,
                                               Secretary, Treasurer and Director


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


                               /s/Devinder Randhawa
                               -------------------------------------------------
                               Devinder Randhawa, President, C.E.O. and Director

                               September 26, 2002
                               -------------------------------------------------
                               Date


                               /s/Robert Hemmerling
                               -------------------------------------------------
                               Robert Hemmerling,
                               Secretary, Treasurer and Director

                               September 26, 2002
                               -------------------------------------------------
                               Date

<PAGE>

                         CONSUMER MARKETING CORPORATION

                       Index to Financial Statements

                                                                            Page
                                                                            ----

Report of Independent Auditors ...........................................   F-2

Balance Sheet at June 30, 2002 ...........................................   F-3

Statements of Operations for the years ended June 30, 2002 and 2001 ......   F-4

Statement of Changes in Shareholders' Deficit for the period
     from July 1, 2000 through June 30, 2002 .............................   F-5

Statements of Cash Flows for the years ended June 30, 2002 and 2001 ......   F-6

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

                                       F-1
<PAGE>



                          Independent Auditors' Report

To the Board of Directors and Shareholders
Consumer Marketing Corporation


We have audited the balance sheet of Consumer  Marketing  Corporation as of June
30, 2002 and the related  statements  of  operations,  changes in  shareholders'
deficit  and cash  flows  for the years  ended  June 30,  2002 and  2001.  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.  Those  standards  require  that we plan and  perform the
audits 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 Consumer Marketing Corporation
as of June 30, 2002, and the related statements of operations and cash flows for
the years ended June 30, 2002 and 2001 in conformity with accounting  principles
generally accepted in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note A to the  financial
statements,  the Company has incurred recurring losses since inception and has a
working capital  deficiency as of June 30, 2002. These factors raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans  regarding  those  matters  are also  described  in Note A. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



/s/ Cordovano and Harvey, P.C
-----------------------------
Cordovano and Harvey, P.C
Denver, Colorado
September 26, 2002

                                       F-2
<PAGE>


                         CONSUMER MARKETING CORPORATION

                                  Balance Sheet

                                  June 30, 2002


Assets

                                                      Total Assets     $   --
                                                                       ========


Liabilities and Shareholders' Deficit

Accounts payable and accrued liabilities ..........................    $ 34,785
                                                                       --------
                  Total liabilities ...............................      34,785
                                                                       --------

Shareholders' deficit (Note B):
    Common stock, $.0001 par value; 100,000,000 shares authorized,
       500,000 shares issued and outstanding ......................          50
    Additional paid-in capital ....................................      29,122
    Deficit accumulated during development stage ..................     (63,957)
                                                                       --------

                  Total shareholder's deficit .....................     (34,785)
                                                                       --------

                       Total Liabilities and Shareholders' Deficit     $   --
                                                                       ========

On behalf of the Board:

    /s/ Devinder Randhawa                           /s/ Robert Hemmerling
    ---------------------------                     ---------------------------
    Devinder Randhawa, Director                     Robert Hemmerling, Director


                 See accompanying notes to financial statements

                                       F-3
<PAGE>


                         CONSUMER MARKETING CORPORATION

                            Statements of Operations

                                               For the Years Ended
                                                     June 30,
                                              ----------------------
                                                2002          2001
                                              ---------    ---------
Costs and Expenses:
    Legal fees ............................       3,073       31,874
    Accounting fees .......................       2,250        2,500
    Printing ..............................       1,685        1,955
    Other .................................         231         --
                                              ---------    ---------
                   Total costs and expenses       7,239       36,329
                                              ---------    ---------

                   Loss before income taxes      (7,239)     (36,329)

Income tax provision (Note C) .............        --           --
                                              ---------    ---------

                   Net loss ...............   $  (7,239)   $ (36,329)
                                              =========    =========

Basic and diluted loss per share ..........   $   (0.01)   $   (0.07)
                                              =========    =========

Basic and diluted weighted average
    common shares outstanding .............     500,000      500,000
                                              =========    =========


                 See accompanying notes to financial statements

                                       F-4
<PAGE>

<TABLE>
                         CONSUMER MARKETING CORPORATION

                  Statement of Changes in Shareholders' Deficit
<CAPTION>

                                                                                Deficit
                                                                               Accumulated
                                                                               Additional       During
                                                      Common Stock              Paid-In  Development
                                              -----------------------------
                                                Shares     Amount    Capital     Stage        Total
                                               --------   --------   --------   --------    --------
<S>                                            <C>        <C>        <C>        <C>         <C>
Balance at July 1, 2000 ....................    500,000   $     50   $ 17,554   $(20,389)   $ (2,785)

Third party expenses paid by an affiliate on
    behalf of the Company (Note B) .........       --         --        4,829       --         4,829
Net loss, year ended June 30, 2001 .........       --         --         --      (36,329)    (36,329)
                                               --------   --------   --------   --------    --------

Balance at June 30, 2001 ...................    500,000         50     22,383    (56,718)    (34,285)

Third party expenses paid by an affiliate on
    behalf of the Company (Note B) .........       --         --        6,739       --         6,739
Net loss, year ended June 30, 2002 .........       --         --         --       (7,239)     (7,239)
                                               --------   --------   --------   --------    --------

Balance at June 30, 2002 ...................    500,000   $     50   $ 29,122   $(63,957)   $(34,785)
                                               ========   ========   ========   ========    ========
</TABLE>


                 See accompanying notes to financial statements

                                       F-5
<PAGE>


                         CONSUMER MARKETING CORPORATION

                            Statements of Cash Flows

                                                        For the Years Ended
                                                              June 30,
                                                        --------------------
                                                          2002        2001
                                                        --------    --------
Cash flows from operating activities:
    Net loss ........................................   $ (7,239)   $(36,329)
    Adjustments to reconcile net loss to net cash
       used by operating activities:
          Changes in operating liabilities:
             Accounts payable and accrued liabilities        500      31,500
                                                        --------    --------
                     Net cash used in
                         operating activities .......     (6,739)     (4,829)
                                                        --------    --------

Cash flows from financing activities:
    Third party expenses paid by an affiliate on
       behalf of the Company, recorded as additional
       paid-in capital ..............................      6,739       4,829
                                                        --------    --------
                     Net cash provided by
                         financing activities .......      6,739       4,829
                                                        --------    --------

                         Net change in cash .........       --          --

Cash, beginning of period ...........................       --          --
                                                        --------    --------

Cash, end of period .................................   $   --      $   --
                                                        ========    ========

Supplemental disclosure of cash flow information:
    Income taxes ....................................   $   --      $   --
                                                        ========    ========
    Interest ........................................   $   --      $   --
                                                        ========    ========


                 See accompanying notes to financial statements

                                       F-6
<PAGE>

                         CONSUMER MARKETING CORPORATION

                          Notes To Financial Statements

Note A: Organization and summary of significant accounting policies

Organization

Consumer Marketing Corporation (the "Company") was incorporated,  under the laws
of Nevada on January  30,  1997 to engage in any lawful  corporate  undertaking,
including, but not limited to, selected mergers and acquisitions.  The Company's
business  plan  is to  evaluate,  structure  and  complete  a  merger  with,  or
acquisition of, a privately owned corporation.

Management  changed  the manner in which it  presents  the  Company's  operating
results and cash flows during the year ended June 30, 2002. Management no longer
considers the Company in the development  stage as defined by the FASB Statement
of Standards No. 7, "Accounting and Reporting by Development Stage Enterprises."
As a result, cumulative operating results and cash flow information is no longer
presented in the financial statements. This change does not affect the Company's
operating  results or financial  position.  Accordingly,  no pro forma financial
information is necessary.  Historical information has been revised in conformity
with current practice.

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course of  business.  As shown in the  accompanying
financial  statements,  the Company has a working capital  deficiency as of June
30, 2002 and recurring losses since inception.  These factors, among others, may
indicate  that the Company  will be unable to  continue  as a going  concern for
reasonable period of time.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's continuation
as a going concern is dependent upon continuing  capital  contributions  from an
affiliate to meet its  obligations  on a timely basis,  consummating  a business
combination with an operating company, and ultimately  attaining  profitability.
There is no assurance that the affiliate will continue to provide capital to the
Company or that the  Company can  identify a target  company  and  consummate  a
business  combination.  The financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.

Summary of significant accounting policies

Cash and equivalents

For the  purposes of the  statement  of cash flows,  the Company  considers  all
highly  liquid debt  instruments  purchased  with an original  maturity of three
months  or  less  to be  cash  equivalents.  The  Company  had no  cash  or cash
equivalents at June 30, 2002.  The Company does not maintain a checking  account
and  expenses  incurred  by  the  Company  have  historically  been  paid  by an
affiliate.

Fair value of financial instruments

The  Company's  financial  instruments  consist of accounts  payable and accrued
liabilities.  The carrying amounts of the current  liabilities  approximate fair
value due to the short-term maturity of the instruments.

                                       F-7
<PAGE>

                         CONSUMER MARKETING CORPORATION

                          Notes To Financial Statements


Use of estimates

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

Income Taxes

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

Loss per common share

Basic  loss per  share is  computed  by  dividing  income  available  to  common
shareholders  (the  numerator) by the  weighted-average  number of common shares
(the  denominator) for the period.  The computation of diluted loss per share is
similar to basic loss per share,  except that the  denominator  is  increased to
include the number of additional  common shares that would have been outstanding
if potentially dilutive common shares had been issued.

At June 30, 2002, there was no variance between basic and diluted loss per share
as there were no potentially dilutive common shares outstanding.

Note B: Related party transactions

The Company maintains a mailing address at an affiliate's address. At this time,
the Company has no need for an office.

During the years ended June 30, 2002 and 2001,  the  affiliate  paid expenses on
behalf of the Company  totaling  $11,568.  Since the  Company's  inception,  the
affiliate  has paid  expenses on behalf of the  Company  totaling  $29,122.  The
affiliate does not expect to be repaid for the expenses it pays on behalf of the
Company.  Accordingly,   payments  made  by  the  affiliate  are  classified  as
additional paid-in capital.

                                       F-8
<PAGE>

                         CONSUMER MARKETING CORPORATION

                          Notes To Financial Statements



Note C: Income taxes

A reconciliation of U.S. statutory federal income tax rate to the effective rate
is as follows:

                                                       For the Years Ended
                                                             June 30,
                                                      ---------------------
                                                        2002        2001
                                                      --------     --------
  U.S. statutory federal rate ......................   15.00%       15.00%
  State income tax rate, net of federal benefit ....    3.94%        4.04%
  Net operating loss (NOL) for which no tax.........
      benefit is currently available................  -18.94%      -19.04%
                                                      --------     --------
                                                        0.00%        0.00%
                                                      ========     ========

At June 30, 2002, deferred taxes consisted of a net tax asset of $12,168, due to
operating  loss  carryforwards  of $63,957,  which was fully allowed for, in the
valuation allowance of $12,168. The valuation allowance offsets the net deferred
tax asset for which  there is no  assurance  of  recovery.  The  changes  in the
valuation  allowance  for the years ended June 30, 2002 and 2001 were $1,371 and
$6,196, respectively. Net operating loss carryforwards will expire through 2022.

The valuation  allowance will be evaluated at the end of each year,  considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced;  reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer  impaired and the  allowance is
no longer required.

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

                                       F-9