UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                            ------------------------

                               AMENDMENT NO. 2 TO
                                  FORM 10-KSB

(Mark One)

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

     For the Fiscal Year Ended December 31, 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 000-26293
                     --------------------------------

                           FreePCSQuote.Com, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Nevada                               88-0420306
       ------------------------               ----------------------
       (State of Incorporation)               (IRS Employer I.D. No.)

               4824 Braeburn Drive, Las Vegas, NV            89130
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

   Registrant's telephone number, including area code:  (702) 493-9698
                                                        --------------

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

Title of each class registered: None       Name of each exchange on which
                                           registered:  None

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

                          Common Stock, par value $0.001
                          ------------------------------
                                (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period as the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  [X]    No  [  ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of the 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.  [ ]

      Currently, the approximate aggregate market value of the Common
      Stock held by non-affiliates of the registrant cannot be
      calculated.  The Company's Common Stock is listed on the Pink
      Sheets and the OTCBB, however, there is no posted bid or ask.

      Securities Registered Pursuant to Section 12(g) of the Act:
      Common Stock, $0.001 par value per share, 20,000,000 shares authorized,
      197,000 issued and outstanding as of December 31, 2002.

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

                                        1
<PAGE>


               DOCUMENTS INCORPORATED BY REFERENCE

     Sections of the registrant's definitive Proxy Statement for
the registrant's Annual Meeting of Stockholders, which will be
filed with the Securities and Exchange Commission, are
incorporated by reference into Part III of this Report to the
extent stated herein.

     The following discussion contains, in addition to historical
information, forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ
significantly from the results discussed in the forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed
below and in Item 6, "Management's Discussion and Analysis of
Financial Condition or Plan of Operation."

                             PART I

ITEM 1 - DESCRIPTION OF BUSINESS.

Overview and History

     FreePCSQuote.Com ("FPQT", "FreePCS", or the "Company"), a
Nevada corporation, incorporated on February 18, 1999, is a
development stage company with a principal business objective to
allow businesses the opportunity to generate revenues through the
use of our Internet technology solutions and services. Through
the use of our computer software, network technology, and systems
management we provide our customers comprehensive outsourced web
site and application hosting solutions.  We have yet to generated
significant revenues from operations, however, through our world
wide web site at www.lasvegaswebhost.com we offer a wide range of
internet support services.

     We provide a broad spectrum of enhanced e-commerce services
to businesses.  Our strategy over the next approximately twelve
(12) to twenty-four (24) months will be to enhance and expand our
products and services, expand our customer base, promote and
enhance brand awareness and capture and develop emerging revenue
opportunities.

     On February 3, 2003, FPQT effectuated a 1-for-10 reverse
split of our common stock.  For accounting purposes the
adjustment to the outstanding common stock of FPQT from 1,970,000
shares to 197,000 shares is reflected on the December 31, 2002
financial statements contained within this document.

Industry Background

     The Internet is a global network of multiple private and
public networks that use standardized communication protocols to
communicate with each other. The Internet has become an important
communication and commercial medium and presents a significant
opportunity for associations and businesses to interact in new
and different ways with a larger number of members, customers,
employees, suppliers and partners.  As use of the Internet grows,
associations and businesses are increasing the breadth and depth
of their Internet product and service offerings.  Pioneering
Internet-based organizations have developed Internet products and
services in areas such as finance, insurance, media, tourism,
retail and advertising.

     Other organizations have begun to use the Internet for an
expanding variety of applications, ranging from corporate or
association publicity and advertising, to sales, distribution,
customer service, employee training and communication with
partners.  Increasingly, Internet operations are becoming mission-
critical for many of these enterprises.  To ensure the
reliability of their Internet operations, enterprises are
requiring that these operations have high performance standards,
scalability and expert management 24 hours a day, 7 days a week.


                                   2

<PAGE>

     Enterprises generally utilize two types of Internet
services: connectivity and valued-added services.  FreePCS
provides companies with value-added services such as Web hosting
and communication services that improve the internal and external
operations of an enterprise.  These value-added services
represent one of the fastest growing segments of the Internet
services market.  The availability of Internet access, the
advancements in technologies required to navigate the Internet
and the proliferation of content and applications available over
the Internet have attracted a growing number of Internet users.

     The Web hosting provider market is segmented into large
national or multinational providers with large high speed
networks and regional or local hosting companies, who typically
rely upon the larger networks for Internet connectivity. The
larger Web hosting companies, like UUNet are referred to as "tier
one" networks, which exchange Internet traffic cost-free, at
multiple public peering points, as well as through private
peering arrangements.

     As is typical in the case of a new and rapidly evolving
industry, the Internet is characterized by rapidly changing
technology, evolving industry standards and frequent new product
and service introductions. Demand for recently introduced
products and services is subject to a level of uncertainty.
Despite growing interest in the many uses of the Internet some
potential users could be deterred from purchasing Internet access
services because of a perceived inconsistent quality of service,
the need to deal with multiple and frequently incompatible
vendors, and perceived inadequate protection of the
confidentiality of stored data and information moving across the
Internet. In particular, a perceived lack of security of
commercial data, such as credit card numbers, could impede
commercial exploitation of the Internet. There can be no
assurance that encryption or other technologies will
satisfactorily address these security concerns. The adoption of
the Internet for commerce and communications, particularly by
those individuals and enterprises which have historically relied
upon alternative means of commerce and communication, generally
requires the understanding and acceptance of a new way of
conducting business.

Principal Products and Services and Principal Markets

     Our business strategy is to provide affordable web hosting.
We enable companies that seek to establish or reassess their
presence on the Internet by offering them attractive hosting
packages at competitive rates.  Customers are bound to these
packages through monthly hosting and maintenance contracts.  A
majority of the clients of our services are in the small to
medium sized business market, as well as individual
professionals.  Therefore, to a large extent, our ability to grow
depends upon the level at which we can attract new customers and
bind them to our hosting and maintenance agreements.

     Recently various major Internet portals and communities have
begun offering free web hosting space which, in theory, would be
sufficient to a substantial part of our potential web hosting
clients.  Such free services however, in most cases involve the
involuntary placement of advertisement and limits in hosting
space and bandwidth.  Even though the tools provided in
connection with these free services are sufficient for the most
basic self-made design of web sites, they do not offer the
capability to construct an entire professional web site.


                                    3

<PAGE>

     The principal products and services we offer are:

       1. Web site hosting; and

       2. E-mail and related services such as conference and
          bulletin board facilities, mailing list management and
          e-commerce.

     The key factors that we believe will drive our growth are:

       1. The ability to facilitate the rapid, cost-efficient
          implementation and expansion of customers' Web site
          initiatives and needs;

       2. An operating platform designed to allow us to scale our
          operations to achieve higher revenues, lower marginal
          unit costs and increased operating margins; and

       3. A highly skilled research and development organization
          dedicated to identifying the best available tools,
          technologies and processes.

     We will seek to identify, test and utilize the best
available technologies and processes.  Our architecture will be
specifically designed to facilitate the rapid, cost-efficient
implementation and expansion of customers' Web hosting
initiatives and accommodate the launching and maintenance of Web
sites in multiple languages.

  Products and Services

     We offer a variety of Internet services including Web
hosting, Web consulting and electronic mail services. In the
future, we intend to develop a broader range of value added
solutions and services independently, principally through the
development of proprietary Web applications software. Following
is a description of the products and services that we provide to
our customers.

  Web Site Hosting

     We offer our customers several options for hosting their web
sites. A customer can share space on a server, which also hosts
the web sites of other customers. A web site provides a company
with a tangible identity and interactive presence on the
Internet. The site allows a company to post information about
itself that is easily accessible to all Internet users.

     We offer a comprehensive range of basic web site hosting
products, as well as a growing suite of enhanced web site hosting
products. Generally, our customers elect to rely upon us to
provide the hardware and software that is necessary to host a web
site.  We offer three basic web site hosting plans, the largest
of which provides up to 20 gigabytes of data transfer per month
and up to 300 megabytes of disk storage on our servers.  After a
one-time set up fee of $25, the customer can opt to engage our
services on an annual basis for $240, quarterly at rate of $67.50
per quarter, or monthly at a rate of $25 per month.

  Consulting Services

     Our consulting services provide customized assistance to
customers with unique architecture, deployment or maintenance
requirements.  These services include performance tuning, site
architecture assessment, migration planning, capacity planning,
disaster recovery planning and database optimization.  Our
consulting services assist customers with limited resources or
who lack Internet and technical expertise.


                                  4

<PAGE>

     Our consulting engagements range from a few hours to a few
weeks depending on the complexity and volume of the services needed.
We believe our consulting services will play an increasingly
important role in supporting the implementation and maintenance
of complex web sites and web-based applications.

  Other Services

     We offer a variety of other services, which enables
communication over the Internet.  These include virtual hosting
of electronic mail.  This allows users to maintain their own
domains while housing their e-mail on our servers. We also offer
the filtering of unsolicited e-mail.

     Our MajorDomo Management product enables the broadcast of e-
mail to an established user group.  It is used to conduct
training sessions electronically, thereby eliminating the travel
and related costs associated with live sessions.

     Our PHPBoard product is used to post messages to members of
a closed group and allows recipients of messages to respond.  Our
e-commerce product is used to establish an online store from
which our clients can sell products through their website.  We
offer our customers various combinations of these services which
we call packages.  We charge our customers a fee per package,
which varies from $5 to $25 depending on the complexity of the
package.

Distribution Methods of the Products or Services

     The primary elements of our business strategy are as
follows:

  Build Strong Brand Recognition

     We believe that name recognition is an important advantage
in the Internet Technology industry as services are generally
available from numerous sources and buyers must trust in a
supplier's reliability and credibility.  To maximize customer
awareness, expand our customer base cost effectively and avoid
reliance on any one source of customers, we seek to build brand
recognition through multiple marketing channels:

     Web-based and traditional advertising.  We utilize
aggressive online advertising to promote both our brand name and
specific merchandising opportunities on a wide variety of web
sites, including major content and service providers, targeted
computer-related sites and niche, special-interest sites.  We
also intend to conduct a more traditional media-based advertising
campaign that may include television, radio and print
advertising.

     Linking and affiliate programs.  To direct traffic to our
web site, we plan to create inbound links that will connect
directly to our web site from other sites on the web.  These
links, most of which we expect to be free to us, will allow
potential customers to simply click on the link and become
connected to our web site from search engines, manufacturers' web
sites and community and affinity sites.

     Direct online marketing.  We plan to market directly to our
customers through electronic newsletters and intend to send
targeted merchandising e-mails to discrete segments of our
customer database based on purchasing history.  We intend to
continue to use the unique resources of the Internet as a low-
cost means of personalized marketing.


                                    5

<PAGE>

  Pursue Strategic Acquisitions and Alliances

     We believe that there are numerous opportunities to acquire
other businesses with established bases, compatible operations,
experience with additional or emerging telecommunications
services and technologies, and experienced management.  We
believe that these acquisitions, if successful, will result in
synergistic opportunities, and may increase our revenue and
income growth.  We intend to seek opportunities to acquire
businesses, services and/or technologies that we believe will
complement our business operations.  We plan to seek
opportunistic acquisitions that may provide complementary
technology, expertise or access to certain markets.

     In addition, we may seek to acquire certain component
technologies that may provide opportunities to accelerate our
service development efforts.  No specific acquisition candidates
have been identified, and no assurance can be given that any
future transactions will be effected, or if effected, will be
successful.

     We may pursue strategic alliances with partners who have
established operations.  As part of these joint venture
agreements, we may make investments in or purchase a part
ownership in these joint ventures.  We believe that these joint
venture relationships, if successful, will result in synergistic
opportunities, allowing us to gain additional insight, expertise
and penetration in markets where joint venture partners already
operate, and may increase our revenue and income growth.  No
specific joint venture agreements have been signed, and no
assurance can be given that any agreements will be effected, or
if effected, will be successful.

Status of Any Announced New Product or Service

     As we were organized on February 18, 1999, we have a limited
operating history.  Activities to date have been limited
primarily to organization, initial capitalization, finding and
securing an appropriate, experienced management team and board of
directors, the development of a business plan, and commencing
with initial operations.

     As of December 31, 2002, we have developed a business plan,
recruited and retained a CEO, signed several web hosting
contracts and obtained listing status on the Pink Sheets under
the symbol "FPQT."  As we are still in the development stage, we
have no new products or services to announce.

Customers

     In fiscal 2002, we generated revenues of $6,189.  We
currently have web hosting agreements with Coast Wide Promotions,
Air Filtration Systems and AEL construction.  We do not
anticipate that our revenues will be dependent on any one or even
a few major customers.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, or Labor Contracts

     We do not currently own any patents on our technologies.
New proprietary technological advancements will be protected as
trade secrets until appropriate measures can be taken for
protection.  We believe, however, that our success and ability to
compete is dependent in part on the protection of our potential
trademarks, trade names, service marks, patents and other
proprietary rights and technology.  We intend to rely on trade
secret, patent and copyright laws to protect the intellectual
property that we plan to develop, but there can be no assurance
that such laws will provide sufficient protection for us, that
others will not develop products, technology and services that
are similar or superior to ours, or that third parties will not
copy or otherwise obtain and use our proprietary technology
without authorization.


                                  6

<PAGE>

     Policing unauthorized use of our proprietary and other
intellectual property rights, in the future, could entail
significant expense and could be difficult or impossible.  In
addition, there can be no assurance that third parties will not
bring claims of copyright, patent or trademark infringement
against us or claim that certain of our products, technology,
processes or features violates a patent.  There can be no
assurance that third parties will not claim that we have
misappropriated their creative ideas or formats or otherwise
infringed upon their proprietary rights.  Any claims of
infringement, with or without merit, could be time consuming to
defend, result in costly litigation, divert management attention,
require us to enter into costly royalty or licensing arrangements
to prevent us from using important technologies or methods, any
of which could have a material adverse effect on our business,
financial condition or operating results.

Regulation

     We are not currently subject to direct regulation by any
domestic or foreign governmental agency, other than regulations
applicable to businesses generally, and laws or regulations
applicable to the e-commerce industry.  However, due to the
increasing popularity and use of the Internet and other e-
commerce services, it is possible that a number of laws and
regulations may be adopted with respect to the Internet or other
e-commerce services covering issues such as user privacy,
pricing, content, copyrights, distribution and characteristics
and quality of products and services.

     Furthermore, the growth and development of the market for
personalized e-commerce services may prompt calls for more
stringent consumer protection laws that may impose additional
burdens on those companies conducting business online.  The
adoption of any additional laws or regulations may decrease the
growth of the Internet or telecommunications industry, which
could, in turn, decrease the demand for our products and services
and increase our cost of doing business, or otherwise have an
adverse effect on our business, prospects, financial condition
and results of operations.

Effect of Existing or Probable Government Regulations

     We believe that the regulations governing the e-commerce
industry will not have a material effect on our current
operations.  However, due to rapid changes in the way information
is transmitted and reviewed, various federal and state agencies
may propose new legislation, which may adversely affect our
business, financial condition and results of operations.

Research and Development Activities

     The market for e-commerce services has historically been
characterized by frequent technological advances, evolving
industry standards and escalating customer expectations.  As a
result, management believes that our future growth and success
will be largely dependent on our ability to develop or acquire
products and services to meet the evolving needs of our
prospective clients.  We anticipate that the long-term success of
our product offerings will require further product development.
We expect to continually evaluate our products and services to
determine what additional products or enhancements are required
by the marketplace.

     We plan to develop and enhance our products and services
internally to meet clients' needs, but if we can purchase or
license proven products or services at reasonable costs we will
do so in order to avoid the time and expense involved in
developing such products or services.  We have yet to incur any
research and development costs from February 18, 1999 (date of
inception) through December 31, 2002.


                                    7

<PAGE>

Employees

     As a development stage company, in order to more prudently
manage our limited resources, we presently have one (1) full time
employee (our President) and one (1) independent contractor.  Our
independent contractor is currently not represented by a
collective bargaining agreement, and we believe that relations
with our independent contractor is good.

The  name,  age  and  position  of the  Company's  directors  and
executive officers are as follows:


Name                        Age      Position
-------------              -----     ---------------
Eric Borgeson               27       President & CEO


Eric Borgeson, CEO and Chairman of the Board has, for the last
nine years, worked for Passkey Systems, a direct mail company in
Las Vegas, NV. (Passkey Systems is in no way affiliated with
FreePCSQuote.com.)  Mr. Borgeson brings 9 years of technical and
Internet expertise as well as keen marketing skills to the
management of the Company.  He brings an understanding of the
need for fast information due to his coordination and involvement
with fantasy sports leagues.  He also is a versed day trader and
recognizes the importance of timely, accurate information driven
in a personal, easy to use fashion.

ITEM 2.   PROPERTIES.

     Our corporate headquarters are located at 4824 Braeburn
Drive, Las Vegas, Nevada 89130.  The office space is provided by
the sole officer and director of the Company at no cost to the
Company.  We do not have any additional facilities.
Additionally, there are currently no proposed programs for the
renovation, improvement or development of the properties
currently being utilized by the Company.

ITEM 3 -- LEGAL PROCEEDINGS.

     We are not subject to any legal proceedings.

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

     Not applicable.



       [The balance of this page is intentionally blank.]


                                 8

<PAGE>

                             PART II

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

     Our common stock has been registered in a Form 10-SB filing
with the SEC and is currently listed on the Pink Sheets under the
ticker symbol "FPQT". However, there have been no purchases or
sales of FPQT common stock, nor is there a posted bid or ask.
The following table sets forth certain information as of the end
of 2002, with respect to the beneficial ownership of our Common
Stock by all persons known by us to be beneficial owners of more
than 5% of any such outstanding classes, and by each director and
executive officer, and by all officers and directors as a group.
Unless otherwise specified, the named beneficial owner has, to
our knowledge, either sole or majority voting and investment
power.

                          COMMON STOCK

Name of Beneficial Owner (1)          Number of Shares   % of Class
----------------------------          ----------------   ----------
Eric Borgeson                              750,000         38.07%
Janeva Corporation(2)                      450,000         22.84%
Corporate Regulatory Services, LLC(3)      450,000         22.84%
                                      ----------------   ----------
All Executive Officers and                 750,000         38.07%
Directors as a Group

  Footnotes to Principal Shareholders:
(1)  The address of each executive officer and director is c/o
     4824 Braeburn Drive, Las Vegas, Nevada 89130.
(2)  Bert K. Blevins III is the sole officer, director, and
     controlling shareholder of Janeva Corporation, and as such,
     is the only natural person who shares beneficial ownership
     of the shares of the issuer attributed to Janeva
     Corporation.
(3)  Glen Greenfelder, Jr. is the sole officer, director, and
     controlling shareholder of Corporate Regulatory Services, LLC,
     and as such, is the only natural person who shares beneficial
     ownership of the shares of the issuer attributed to Corporate
     Regulatory Services, LLC.



       [The balance of this page is intentionally blank.]


                                   9

<PAGE>

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                   FORWARD LOOKING STATEMENTS

     The statements contained in this report that are not
historical facts are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act. Forward-
looking statements are made based upon management's current
expectations and beliefs concerning future developments and their
potential effects upon the Company.  There can be no assurance
that future developments affecting the Company will be those
anticipated by management.  Actual results may differ materially
from those included in the forward-looking statements.  These
forward-looking statements involve risks and uncertainties
including, but not limited to, the following:

   -  our status as a start-up company with less than three years of
      operating history;
   -  our expectation of significant losses during the first three
      years of operations;
   -  the competitive disadvantage resulting from our status as a
      development stage company;
   -  our dependence on key management personnel;
   -  our ability to implement developments in technology to be
      competitive.

     Readers are also directed to other risks and uncertainties
discussed in other documents filed by the Company with the
Securities and Exchange Commission.  The Company undertakes no
obligation to update or revise any forward-looking information,
whether as a result of new information, future developments or
otherwise.

Overview

     We were organized February 18, 1999, under the laws of the
State of Nevada, as FreePCSQuote.Com, Inc.  In 2002, we generated
revenues of $6,189. In accordance with Statement of Finanical
Accounting Standards No. 7 (SFAS #7), we are considered a
developmental stage company.  Our objective is to provide
businesses with the opportunity to generate revenues by supplying
those businesses with Internet technology solutions and services.
We provide the computer software, network technology, and systems
management necessary to offer our customers comprehensive
outsourced web site and application hosting solutions.  To date,
we have not generated significant revenues from operations,
however, we currently have in place a world wide web site at
www.lasvegaswebhost.com offering a wide range of internet support
services.

Management's Plan of Operation

     Management believes that capital requirements will be
derived from internal revenues and earnings generated from the
sale of our products and services.  If we are unable to generate
sufficient revenues from our products and services, we will need
to raise additional funds to meet our capital requirements.
Although there is no definitive or legally binding arrangement to
do so, management plans to advance funds to the Company on an as-
needed basis.

     Our ability to generate revenues will be primarily dependent
upon our ability to cost effectively and efficiently provide
enhanced Internet Technology Solutions and Services to business
customers.  Our strategy over the next approximately twelve (12)
to twenty-four (24) months will be to enhance and expand content
offerings, expand our subscriber base, promote and enhance brand
awareness and develop emerging revenue opportunities.


                                 10

<PAGE>

     Realization of sales of our products and services during the
fiscal year ending December 31, 2003, is vital to our plan of
operations.  There are no guarantees that we will be able to
compete successfully or that the competitive pressures we may
face will not have a material adverse effect on our business,
results of operations and financial condition.

     Management does not anticipate any significant changes in
the number of employees over the next approximately twelve (12)
months.

Results of Operations

     Period ending December 31, 2002.

Revenues. FreePCS is a developmental stage enterprise as defined
in SFAS #7. We generated revenues of $6,189 in fiscal 2002
compared to $0 revenues in fiscal 2001.  We have devoted
substantially all of our present efforts to completing our 12(g)
reporting requirements with the Securities Act of 1934 and our
commencement of trading on the NASD Over-the-Counter Bulletin
Board ("OTC-BB") under the ticker symbol "FPQT".

Expenses. We incurred total expenses of $4,717 in fiscal 2002
compared to $0 expenses in fiscal 2001.  Total Operating expenses
for the period February 18, 1999 (inception) to December 31,
2002, totaled $13,917 resulting in a net loss of $6,578 for the
same period.  General and administrative expenses of $2,075,
Equipment rental of $2,317 and Bad debt expense of $325 account
comprise our total expenses in fiscal 2002.

Liquidity and Capital Resources

     We have generated minimal revenues during this period and it
is unknown when we will generate significant revenues.  It is
anticipated that we will realize revenues from supplying Internet
data to users of alphanumeric pagers and PCS telephones during
the next twelve (12) months, of which we cannot guarantee. The
receipt of funds from Private Placement Offerings or loans
obtained through private and public sources by FreePCS may be
anticipated to offset our near term cash equivalents for the next
twelve (12) months.  We have financed our cash flow requirements
through issuance of common stock and the minimal revenues we have
generated to date.  During our normal course of business, we may
experience net negative cash flows from operations, pending
receipt of revenues.



       [The balance of this page is intentionally blank.]


                                  11

<PAGE>

Item 7. Financial Statements.



                        TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                              PAGE(S)
                                                              -------
<S>                                                           <C>
INDEPENDENT AUDITOR'S REPORT                                     13

BALANCE SHEETS                                                   14

STATEMENTS OF OPERATIONS                                         15

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)          16

STATEMENTS OF CASH FLOWS                                         17

NOTES TO FINANCIAL STATEMENTS                                 18 to 22
</TABLE>

                                 12
<PAGE>

Beckstead and Watts, LLP
Certified Public Accountants
                                          3340 Wynn Road, Suite B
                                              Las Vegas, NV 89102
                                                     702.257.1984
                                               702.362.0540 (fax)

                  INDEPENDENT AUDITORS' REPORT

Board of Directors
FreePCSQuote.com, Inc.

We have audited the Balance Sheets of FreePCSQuote.com, Inc. (the
"Company")  (A  Development Stage Company), as  of  December  31,
2002  and  2001,  and  the  related   Statements  of  Operations,
Stockholders' Equity, and Cash Flows for the  year then ended and
for   the  period  February  18,  1999   (Date  of  Inception) to
December  31,  2002.      These   financial  statements  are  the
responsibility   of   the   Company's    management.          Our
responsibility  is  to  express  an opinion  on  these  financial
statements based on  our  audit.     The financial statements  of
FreePCSQuote.com, Inc. as of December 31, 2001,  were audited  by
G. Brad Beckstead, CPA,  sole practitioner,  whose  report  dated
January 17, 2002, on those statements  included  an   explanatory
going  concern  paragraph  discussed  in  Note 2 to the financial
statements.

We  conducted  our  audit in accordance with  generally  accepted
auditing  standards  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  statement presentation.  An audit  also  includes
assessing   the   accounting  principles  used  and   significant
estimates  made by management, as well as evaluating the  overall
financial  statement  presentation.  We believe  that  our  audit
provides a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  FreePCSQuote.com, Inc. (A Development Stage  Company)  as  of
December  31,  2002, and the results of its operations  and  cash
flows  for  the year then ended and for the period  February  18,
1999 (Date of Inception) to December 31, 2002, in conformity with
generally accepted accounting principles in the United States  of
America.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  2  to the financial statements, the Company has had limited
operations  and have not commenced planned principal  operations.
This raises substantial doubt about its ability to continue as  a
going  concern.  Management's plan in regard to these matters  is
also  described  in  Note  2.  The financial  statements  do  not
include  any  adjustments that might result from the  outcome  of
this uncertainty.

/s/ Beckstead & Watts, LLP
--------------------------
Beckstead & Watts, LLP

April 16, 2003


                                  13
<PAGE>

                            FreePCSQuote.com, Inc.
                         (A Development Stage Company)
                                Balance Sheets

<TABLE>
<CAPTION>

                                                          December 31,
                                                    -----------------------
Assets                                                  2002        2001
                                                    -----------  ----------
<S>                                                 <C>          <C>
Current assets:
  Cash                                              $       552  $        -
  Accounts receivable                                     1,020           -
  Undeposited funds                                           -           -
                                                    -----------  ----------
     Total current assets                                 1,572           -
                                                    -----------  ----------

                                                     $    1,572  $        -
                                                    ===========  ==========

Liabilities and Stockholders' Equity

Stockholders' equity:
  Preferred stock, $0.001 par value, 5,000,000 shares
   authorized, no shares issued and outstanding               -           -
  Common stock, $0.001 par value; 20,000,000 shares
   authorized, 197,000 shares issued and outstanding        197         197
  Additional paid-in capital                              7,953       7,853
  (Deficit) accumulated during development stage         (6,578)     (8,050)
                                                    -----------  ----------
                                                          1,572           -
                                                    -----------  ----------

                                                     $    1,572  $        -
                                                    ===========  ==========
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                     14

<PAGE>

                            FreePCSQuote.com, Inc.
                         (a Development Stage Company)
                           Statements of Operations


<TABLE>
<CAPTION>

Statements of Operations


                                   For the years ended     February 18, 1999
                                       December 31,          (Inception) to
                                --------------------------    December 31,
                                    2002          2001            2002
                                ------------  ------------    ------------
<S>                             <C>           <C>             <C>
Revenue                         $      6,189  $          -    $     7,339
                                ------------  ------------    ------------

Expenses:
  General and administrative
   expenses                            2,075             -          8,480
  Equipment rental                     2,317             -          5,112
  Bad debt expense                       325             -            325
                                ------------  ------------    ------------
     Total expenses                    4,717             -         13,917
                                ------------  ------------    ------------

Net income (loss)               $      1,472  $          -    $    (6,578)
                                ============  ============    ============

Weighted average number of
 common shares outstanding           197,000       197,000
                                ============  ============

Net income (loss) per share     $       0.01  $          -
                                ============  ============

</TABLE>

The accompanying notes are an integral part of these financial statements.


                                    15

<PAGE>

                            FreePCSQuote.com, Inc.
                         (a Development Stage Company)
            Statements of Changes in Stockholders' Equity (Deficit)


<TABLE>
<CAPTION>

Statements of Changes in Stockholders' Equity (Deficit)

                                                     (Deficit)
                            Common Stock            Accumulated
                            ------------  Additional  During       Total
                                           Paid-in  Development Stockholders'
                          Shares   Amount  Capital     Stage      Equity
                         -------- -------- -------  ----------  ------------
<S>                      <C>      <C>      <C>      <C>         <C>
March 1999
 Founders shares          165,000 $  1,650 $     -  $        -  $      1,650

April 1999
 Rule 504 offering
 issued for cash           29,500      295   5,605                     5,900

April 1999
 Rule 504 offering
 issued for services        2,500       25     475                       500

Net (loss)
 February 18, 1999
 (inception) to
 December31, 1999                                       (6,669)       (6,669)
                         -------- -------- -------  ----------  ------------

Balance, 12/31/99         197,000    1,970   6,080      (6,669)        1,381

Net (loss)
 January 1, 2000 to
 December 31, 2000                                      (1,381)       (1,381)
                         -------- -------- -------  ----------  ------------

Balance, 12/31/00         197,000    1,970   6,080      (8,050)            -

Net (loss)
 January 1, 2001 to
 December 31, 2001                                           -             -
                         -------- -------- -------  ----------  ------------

Balance, 12/31/01         197,000    1,970   6,080      (8,050)            -

March 2002
 Donated capital                               100                       100

Reclasification of
 paid-in capital                    (1,773)  1,773                         -

Net income (loss)
 For the year ended
 December 31, 2002                                       1,472         1,472
                         -------- -------- -------  ----------  ------------

Balance, 12/31/02         197,000 $    197 $ 7,953  $   (6,578) $      1,572
                         ======== ======== =======  ==========  ============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                    16
<PAGE>

                            FreePCSQuote.com, Inc.
                         (a Development Stage Company)
                           Statements of Operations


<TABLE>
<CAPTION>

Statements of Operations

                                    For the years ended   February 18, 1999
                                        December 31,        (Inception) to
                                    --------------------    December 31,
                                      2002        2001          2002
                                    --------    --------    ------------
<S>                                 <C>         <C>         <C>
Cash flows from operating
 activities
Net income (loss)                   $  1,472    $      -    $     (6,578)
  Shares issued for services               -           -             500
Adjustments to reconcile net
 income (loss) to net
 cash provided (used) by
 operating activities:
  (Increase) in accounts receivable   (1,020)          -          (1,200)
  (Increase) in undeposited funds          -           -               -
Net cash provided (used) by         --------    --------    ------------
 operating activities                    452           -          (7,098)
                                    --------    --------    ------------

Cash flows from financing
 activities
  Issuances of common stock                -           -           7,550
  Donated capital                        100           -             100
Net cash provided by financing      --------    --------    ------------
 activities                              100           -           7,650
                                    --------    --------    ------------

Net increase in cash                     552           -             552
Cash - beginning                           -           -               -
                                    --------    --------    ------------
Cash - ending                       $    552    $      -    $        552
                                    ========    ========    ============

Supplemental disclosures:
  Interest paid                     $      -    $      -    $          -
                                    ========    ========    ============
  Income taxes paid                 $      -    $      -    $          -
                                    ========    ========    ============

Non-cash transactions:
 Stock issued for services provided $      -    $      -    $        500
                                    ========    ========    ============
 Number of shares issued for services      -           -          25,000
                                    ========    ========    ============
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                    17

<PAGE>

                             FreePCSQuote.com, Inc.
                         (a Development Stage Company)
                                     Notes


Note 1 - Summary of significant accounting policies

Organization
------------
  The Company was organized on February 18, 1999 (Date of Inception) under
  the laws of the State of Nevada, as FreePCSQuote.com, Inc.  The Company has
  minimal operations and, in accordance with SFAS #7, the Company is considered
  a development stage company.  The Company is authorized to issue 20,000,000
  shares of $0.001 par value common stock and 5,000,000 shares of $0.001 par
  value preferred stock.

Use of estimates
----------------
  The preparation of financial statements in conformity with generally accepted
  accounting principles requires management to make estimates and assumptions
  that affect the reported amounts of assets and liabilities and disclosure of
  contingent assets and liabilities at the date of the financial statements and
  the reported amounts of revenue and expenses during the reporting period.
  Actual results could differ from those estimates.

Cash and cash equivalents
-------------------------
  For the purpose of the statements of cash flows, all highly liquid
  investments with an original maturity of three months or less are considered
  to be cash equivalents.  There are no cash equivalents as of December 31,
  2002 and 2001.

Revenue recognition
-------------------
  The Company recognizes revenue as earned and expenses as incurred.

Advertising costs
-----------------
  The Company expenses all costs of advertising as incurred.  There were $120
  and $0 in advertising costs included in general and administrative expenses
  as of December 31, 2002 and 2001.

Fair value of financial instruments
-----------------------------------
  Fair value estimates discussed herein are based upon certain market
  assumptions and pertinent information available to management as of December
  31, 2002 and 2001.  The respective carrying value of certain on-balance-sheet
  financial instruments approximated their fair values.  These financial
  instruments include cash.  Fair values were assumed to approximate carrying
  values for cash and payables because they are short term in nature and their
  carrying amounts approximate fair values or they are payable on demand.

Impairment of long lived assets
-------------------------------
  Long lived assets held and used by the Company are reviewed for possible
  impairment whenever events or circumstances indicate the carrying amount of
  an asset may not be recoverable or are impaired.  No such impairments have
  been identified by management at December 31, 2002 and 2001.

Reporting on the costs of start-up activities
---------------------------------------------
  Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up
  Activities," which provides guidance on the financial reporting of start-up
  costs and organizational costs, requires most costs of start-up activities
  and organizational costs to be expensed as incurred.  SOP 98-5 is effective
  for fiscal years beginning after December 15, 1998.  With the adoption of SOP
  98-5, there has been little or no effect on the Company's financial
  statements.

Earnings (Loss) per share
-------------------------
  Net earning (loss) per share is provided in accordance with Statement of
  Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per Share".
  Basic earning (loss) per share is computed by dividing earnings (losses)
  available to common stockholders by the weighted average number of common
  shares outstanding during the period.  As of December 31, 2002 and 2001, the
  Company had no dilutive common stock equivalents, such as stock options or
  warrants.


                                      18

<PAGE>


                            FreePCSQuote.com, Inc.
                         (a Development Stage Company)
                                     Notes


Dividends
---------
  The Company has not yet adopted any policy regarding payment of dividends.
  No dividends have been paid or declared since inception.

Segment reporting
-----------------
  The Company follows Statement of Financial Accounting Standards No. 130,
  "Disclosures About Segments of an Enterprise and Related Information."  The
  Company operates as a single segment and will evaluate additional segment
  disclosure requirements as it expands its operations.

Income taxes
------------
  The Company follows Statement of Financial Accounting Standard No. 109,
  "Accounting for Income Taxes" ("SFAS No. 109") for recording the provision
  for income taxes.  Deferred tax assets and liabilities are computed based
  upon the difference between the financial statement and income tax basis of
  assets and liabilities using the enacted marginal tax rate applicable when
  the related asset or liability is expected to be realized or settled.
  Deferred income tax expenses or benefits are based on the changes in the
  asset or liability each period.  If available evidence suggests that it is
  more likely than not that some portion or all of the deferred tax assets will
  not be realized, a valuation allowance is required to reduce the deferred tax
  assets to the amount that is more likely than not to be realized.  Future
  changes in such valuation allowance are included in the provision for
  deferred income taxes in the period of change.

  Deferred income taxes may arise from temporary differences resulting from
  income and expense items reported for financial accounting and tax purposes
  in different periods.  Deferred taxes are classified as current or non-
  current, depending on the classification of assets and liabilities to which
  they relate.  Deferred taxes arising from temporary differences that are not
  related to an asset or liability are classified as current or non-current
  depending on the periods in which the temporary differences are expected to
  reverse.

Recent pronouncements
---------------------
  In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
  with Exit or Disposal Activities", which addresses financial accounting and
  reporting for costs associated with exit or disposal activities and
  supersedes EITF No. 94-3, "Liability Recognition for Certain Employee
  Termination Benefits and Other Costs to Exit an Activity (including Certain
  Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability
  for a cost associated with an exit or disposal activity be recognized when
  the liability is incurred. Under EITF No. 94-3, a liability for an exit cost
  was recognized at the date of an entity's commitment to an exit plan. SFAS
  No. 146 also establishes that the liability should initially be measured and
  recorded at fair value. The provisions of SFAS No. 146 will be adopted for
  exit or disposal activities that are initiated after December 31, 2002.

  In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
  Compensation-Transition and Disclosure-an amendment of SFAS No. 123." This
  Statement amends SFAS No. 123, "Accounting for Stock-Based Compensation", to
  provide alternative methods of transition for a voluntary change to the fair
  value based method of accounting for stock-based employee compensation. In
  addition, this statement amends the disclosure requirements of SFAS No. 123
  to require prominent disclosures in both annual and interim financial
  statements about the method of accounting for stock-based employee
  compensation and the effect of the method used on reported results. The
  adoption of SFAS No. 148 is not expected to have a material impact on the
  company's financial position or results of operations.


                                      19

<PAGE>


                            FreePCSQuote.com, Inc.
                         (a Development Stage Company)
                                     Notes


  In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45,
  "Guarantors Accounting and Disclosure Requirements for Guarantees, Including
  Indirect Guarantees and Indebtedness of Others", an interpretation of FIN No.
  5, 57 and 107, and rescission of FIN No. 34, "Disclosure of Indirect
  Guarantees of Indebtedness of Others". FIN 45 elaborates on the disclosures
  to be made by the guarantor in its interim and annual financial statements
  about its obligations under certain guarantees that it has issued. It also
  requires that a guarantor recognize, at the inception of a guarantee, a
  liability for the fair value of the obligation undertaken in issuing the
  guarantee. The initial recognition and measurement provisions of this
  interpretation are applicable on a prospective basis to guarantees issued or
  modified after December 31, 2002; while, the provisions of the disclosure
  requirements are effective for financial statements of interim or annual
  periods ending after December 15, 2002. The company believes that the
  adoption of such interpretation will not have a material impact on its
  financial position or results of operations and will adopt such
  interpretation during fiscal year 2003, as required.

  In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
  Interest Entities", an interpretation of Accounting Research Bulletin No. 51.
  FIN No. 46 requires that variable interest entities be consolidated by a
  company if that company is subject to a majority of the risk of loss from the
  variable interest entity's activities or is entitled to receive a majority of
  the entity's residual returns or both. FIN No. 46 also requires disclosures
  about variable interest entities that companies are not required to
  consolidate but in which a company has a significant variable interest. The
  consolidation requirements of FIN No. 46 will apply immediately to variable
  interest entities created after January 31, 2003. The consolidation
  requirements will apply to entities established prior to January 31, 2003 in
  the first fiscal year or interim period beginning after June 15, 2003. The
  disclosure requirements will apply in all financial statements issued after
  January 31, 2003. The company will begin to adopt the provisions of FIN No.
  46 during the first quarter of fiscal 2003.

Stock-Based Compensation
------------------------
  The Company accounts for stock-based awards to employees in accordance with
  Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
  Employees" and related interpretations and has adopted the disclosure-only
  alternative of SFAS No. 123, "Accounting for Stock-Based Compensation."
  Options granted to consultants, independent representatives and other non-
  employees are accounted for using the fair value method as prescribed by SFAS
  No. 123.

Year end
--------
  The Company has adopted December 31 as its fiscal year end.

Note 2 - Going concern

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company has just commenced its planned principal
operations and it has generated miminal revenues.  The Company is dependent
upon its ability to secure equity and/or debt financing and there are no
assurances that the Company will be successful, without sufficient financing it
would be unlikely for the Company to continue as a going concern.

The officers and directors are involved in other business activities and may,
in the future, become involved in other business opportunities.  If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests.  The Company
has not formulated a policy for the resolution of such conflicts.




                                       20

<PAGE>


                            FreePCSQuote.com, Inc.
                         (a Development Stage Company)
                                     Notes


Note 3 - Income taxes

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which
requires use of the liability method.   SFAS No.  109 provides that deferred
tax assets and liabilities are recorded based on the differences between the
tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences.  Deferred tax assets
and liabilities at the end of each period are determined using the currently
enacted tax rates applied to taxable income in the periods in which the
deferred tax assets and liabilities are expected to be settled or realized.

Note 4 - Stockholders' equity

On February 3, 2003, the Company effectuated a 1-for-10 reverse stock split for
all shareholders as of that date.  All share and per share amounts have been
retroactively restated to reflect the 1-for-10 reverse stock split.

The Company is authorized to issue 5,000,000 shares of it $0.001 par value
preferred stock and 20,000,000 shares of its $0.001 par value common stock.

On March 12, 1999, the Company issued 1,650,000 shares of its $0.001 par value
common stock as founders' shares to several individuals, entities, and officers
and directors of the Company for total cash in the amount of $1,650.  Due to
the reverse split of 1-for-10, the number of shares has been retroactively
restated to 165,000.

On April 5, 1999, the Company issued 295,000 of its $0.001 par value common
stock for cash of $5,900 pursuant to a Rule 504 of the SEC 1933 Securities Act
offering.  Due to the reverse split of 1-for-10, the number of shares has been
retroactively restated to 29,500.

On April 5, 1999, the Company issued 25,000 of its $0.001 par value common
stock to a shareholder of the Company for corporate consulting services valued
at $500 pursuant to a Rule 504 of the SEC 1933 Securities Act offering. Due to
the reverse split of 1-for-10, the number of shares has been retroactively
restated to 2,500.

On March 27, 2002, the president, director and shareholder of the Company
donated cash in the amount of $100.

There have been no other issuances of common stock and/or preferred stock.

Note 5 - Warrants and options

As of December 31, 2002 and 2001, there are no warrants or options outstanding
to acquire any additional shares of common stock and/or preferred stock.

Note 6 - Related party transactions

On March 12, 1999, the Company issued 750,000 shares of its $0.001 par value
common stock as founders' shares to an individual who is an officer and
director of the Company for total cash in the amount of $750.  Due to the
reverse split of 1-for-10, the number of shares has been retroactively restated
to 75,000.

On April 5, 1999, the Company issued 25,000 of its $0.001 par value common
stock to a shareholder of the Company for corporate consulting services valued
at $500 pursuant to a Rule 504 of the SEC 1933 Securities Act offering.  Due to
the reverse split of 1-for-10, the number of shares has been retroactively
restated to 2,500.


                                      21

<PAGE>


                            FreePCSQuote.com, Inc.
                         (a Development Stage Company)
                                     Notes

The Company paid consulting services to an individual, who is an officer,
director and shareholder of the Company in the amount of $2,000 for the period
ended December 31, 1999.

The Company paid consulting services to an entity, who is a shareholder of the
Company in the amount of $295 for the period ended December 31, 1999.

In May 2002, the Company agreed to rent computer equipment on a month-to-month
basis from Fluid Spot, a company owned by the president of the Company.  The
equipment rent for the year ended December 31, 2002 was $2,316.

Note 7 - Subsequent events

On January 1, 2003, the Company executed an employment agreement with its
president.  The term is for a period of one year with a base salary of
$500,000.  On February 10, 2003, the Company issued 2,500,000 post-split shares
of its $0.001 par value common stock in lieu of his salary for the entire year
of 2003.

On February 3, 2003, the Company effectuated a 1-for-10 reverse stock split for
all shareholders as of that date.




                                     22
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

On November 13, 2003, the Company filed Form 8-K with the United States
Securities and Exchange Commission, in which the Company stated in Item
4, "Changes in Registrant's Certigying Account:

a)   On or about June 30, 2002, G. Brad Beckstead, CPA, the principal
accountant for FreePCSQuote.com, Inc. (the "Company") changed his accounting
practice from a sole proprietorship to a partnership with Beckstead and Watts,
LLP.  As this is viewed as a separate legal entity, the Company terminated
its accounting arrangement with G. Brad Beckstead, CPA, a sole proprietorship,
as principal accountant and engaged Beckstead and Watts, LLP. a partnership,
as the Company's principal accountants for the company's fiscal year ending
December 31, 2002 and the interim periods for 2002 and 2003.  The decision to
change principal accountants was approved by the Audit Committee of the
Company's Board of Directors and subsequently approved by the Board of
Directors.

None of the reports of G. Brad Beckstead, CPA, sole proprietorship, on the
Company's financial statements for either of the past two years or subsequent
interim period contained an adverse opinion or disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope or accounting
principles, except that the Registrant's audited financial statements
contained in its Form 10-KSB for the fiscal year ended December 31, 2001
stated the following:

"Note 2 - Going concern.  The Company's financial statements are prepared
using the generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  However, the Company has
not commenced its planned principal operations and it has generated minimal
revenues.  The Company is dependent upon its ability to secure equity
and/or debt financing and  there are no assurances that the Company will
be successful, without sufficient financing it would be unlikely for the
Company to continue as a going concern."

There were no disagreements between the Company and G. Brad Beckstead, sole
proprietorship, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of G. Brad Beckstead, CPA, would have caused
them to make reference to the subject matter of the disagreement in
connection with its report. Further, G. Brad Beckstead, CPA has not advised
the Registrant that:

1) internal controls necessary to develop reliable financial statements
   did not exist; or

2) information has come to the attention of G. Brad Beckstead, CPA which made
   it unwilling to rely upon management's representations, or made it
   unwilling to be associated with the financial statements prepared by
   management; or

                              23


<PAGE>

                            PART III

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

     The name, age, position and date of appointment of the
Company's director(s) and executive officer(s) are as follows:

    Name        Age       Position(s)            Appointed
-------------   ---  ---------------------    ----------------
Eric Borgeson    27  President, Secretary,    February of 1999
                     Treasurer and Director

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of
the Company's equity securities, to file with the SEC initial
reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company.
Officers, directors and greater than ten-percent stockholders are
required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.  To the Company's knowledge,
based solely on review of the copies of such reports furnished to
the Company and written representations that no other reports
were required during the fiscal year ended December 31, 2002, its
officers, directors and greater than ten percent beneficial
owners complied with all Section 16(a) filing requirements.

ITEM 10. EXECUTIVE COMPENSATION.

     We do not currently have an employment agreement with our
executive officer.  Since inception, the sole executive officer
of the Company has drawn a total of $2,000 for compensation and
has decided to defer from drawing additional salary from the
Company until such time as the cash flows generated are
sufficient to meet this expense.  The Company does not currently
have an employee stock option plan.


                              24
<PAGE>

                      SUMMARY COMPENSATION TABLE

                                ANNUAL  COMPENSATION    ALL OTHER
 NAME AND PRINCIPAL             SALARY      BONUS      COMPENSATION
      POSITION         YEAR      ($)         ($)            ($)
-------------------    ----     ------  ------------   ------------
Eric Borgeson,         2002       0           0              0
President              2001       0           0              0


Footnotes to Executive Compensation:
1. The Company's sole executive officer has drawn compensation
   from FreePCS totaling $2,000 over a four month span during the
   operating period from inception (February 18, 1999) to fiscal
   year end (December 31, 2001).  Mr. Borgeson has since elected to
   defer compensation until such time that the Company can prudently
   provide such cash outlays and the realization of significant
   revenues.
2. There were no arrangements, pursuant to which any director
   of the Company was compensated for the period from inception for
   any service provided as a director.  While the Company's only
   directors are its current executive officers who have and elected
   to defer drawing a salary for the management of the Company, it
   may be necessary for the Company to compensate newly appointed
   Directors in order to attract a quality governance team.  At this
   time the Company has not identified any specific individuals or
   candidates nor has it entered into any negotiations or activities
   in this regard.

                      EMPLOYMENT AGREEMENTS

     As of December 31, 2002, FPQT had no outstanding employment
agreement with our executive officer.

ITEM  11.  SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
MANAGEMENT.

     The information required by this Item concerning the stock
ownership of management and five percent beneficial owners is
incorporated herein by reference to ITEM 5 of this document
entitled, "MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS".

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Because of the development stage nature of the Company and
its relatively recent inception, February 18, 1999, the Company
has no relationships or transactions to disclose.  Corporate
Regultory Services, LLC was retained by FreePCSQuote.com, Inc.,
to prepare our initial Regulation D, Rule 504 offering document,
as well as to prepare our Form 211 Information statement and the
Form 10-SB Registration Statement.  In exchange, Corporate
Regultory Services, LLC, was paid a monetary sum along with
450,000 shares (pre-split) of common stock in the Company.


                              24
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits:

  Exhibit
  Number        Title of Document
  --------------------------------------------
     3         Articles of Incorporation & By-Laws
               (a) Articles of Incorporation of the Company
               filed February 18, 1999.  Incorporated by
               reference, previously filed with the Commission on
               June 8, 1999 on Form 10-SB.
               (b) By-Laws of the Company adopted March 12,
               1999.  Incorporated by reference to the
               exhibits, previously filed with the Commission.
               on June 8, 1999 on Form 10-SB.

    31.1*      Certifications of the Chief Executive Officer and Chief Financial
               Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    32.1*      Certifications of Chief Executive  Officer and Chief Financial
               Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002

-------------------------
*This filing

(b)   Reports on Form 8-K

     We have not filed any reports on Form 8-K during the last
quarter of the period covered by this Report.


                                25

<PAGE>

                           SIGNATURES

     In accordance with the requirements of 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.


                                FREEPCSQUOTE.COM, INC.
                                ----------------------
                                     Registrant


Date:  November 14, 2003
       -----------------


By: /s/ Eric Borgeson
   --------------------------
   Eric Borgeson
   President, Chief Executive Officer, and Director


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date:  November 14, 2003
       -----------------





By: /s/ Eric Borgeson
   --------------------------
        Eric Borgeson
        President
        Chief Executive Officer
        Chief Financial Officer
        Director


                                 26

<PAGE>