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

                          FORM 10-KSB

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

             FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                OR

     [   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition from _______________to _________________
                  COMMISSION FILE NUMBER ________________

                   Jade Entertainment Group, Inc.
        (Exact name of registrant as specified in its charter)

          NEW YORK                  000-49686               11-3617420
  (State or 0ther Jurisdiction  Commission File Number  (I.R.S. Employer
     of Incorporation or		                 Identification No.)
               Organization)

                     200 Broadhollow Road Suite 207
                       Melville, New York 11747
              (Address of principal executive offices)

                              631-393-5027
           (Registrants telephone number, including area code)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                    None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                      Common Stock, $0.0001 par value


  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 is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [x]

State issuer's revenues for its most recent fiscal year. $12,185

There is currently no market for the Companys securities.

The number of outstanding shares of the registrants common stock as of
the close of business on April 14, 2003 was 2,134,341

    1
<PAGE>

                            JADE ENTERTAINMENT GROUP, INC.
                     FISCAL YEAR 2002 FORM 10-KSB ANNUAL REPORT

                                 TABLE OF CONTENTS

<TABLE>
    				                                     Page

            <c>     <c>		                           <c>____
PART I
		Item1.	Business	                                 4
		Item2.	Properties		                         9
		Item3.	Legal Proceedings		                 9
		Item4.	Submission of Matters to a Vote of
                         Security Holders                               10
PART II
		Item5.	Market for Registrants Common Equity
                         and Related Stockholder Matters                11
		Item6.	Managements Discussion and Analysis
                         of Financial Condition and Results of
                         Operations		                        15
		Item7.	Financial Statements		                34
		Item8.	Changes and Disagreements with
                         Accountants on Accounting and Financial
                         Disclosure		                        34
PART III
		Item9.	Directors and Executive Officers of
                         the Registrant                                 34
		Item10.	Executive Compensation	                        34
		Item11.	Security Ownership of Certain Beneficial
                         Owners and Management                          34
    		Item12.	Certain Relationships and Related
                         Transactions                                   34
PART IV
		Item13.	Exhibits, Financial Statement Schedules
                         and Reports on Form 8-K		        35
		Item14.	Controls and Procedures	                	35
SIGNATURES
CERTIFICATIONS
</TABLE>
    2
<PAGE>
                      Forward Looking Statements

     In addition to historical information, this Form10-KSB contains forward-
looking statements. We use words such as anticipates, believes, plans,
expects, future, intends and similar expressions to identify these
forward-looking statements. These forward-looking statements are subject to
certain risks and uncertainties, as well as assumptions that could cause actual
results to differ materially from those reflected in these forward-looking
statements. Factors that might cause actual results to differ include, but are
not limited to, those discussed in the sections entitled Managements
Discussion and Analysis of Financial Condition and Results of Operations.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect managements opinions only as of the date hereof.
Jade undertakes no obligation to revise or publicly release the results of any
revision to these forward-looking statements.

PART I

Item1. Business

OVERVIEW

     We operate AskJade.com a specialty search engine for the adult
entertainment industry.  Our search engine allows Internet users to enter
a word, phrase or plain English query describing what they want to locate
on  the Internet. Our search engine then displays a selection of web sites
related to that query. Advertisers can determine exactly where on the
results page their web site link will appear for any given query. This is
accomplished through an open, automated bidding process. Advertisers submit
bids for the amount they will pay for each consumer who clicks-through to
their web sites. The highest bidder receives the first listing with all
other bidders listed in descending bid order.

     Our AskJade.com search listing paid click-through revenue is
determined by multiplying the number of paid introductions/click-throughs
on paid search results by the amounts bid for applicable keywords. Our
services are designed to connect consumers who are most likely to purchase
specific goods and services to businesses that provide those goods and
services.

     Jade Entertainment Group, Inc. was incorporated on July 5, 2001 and is a
development stage business.  The company since inception has been developing
its technology, marketing its website to potential advertisers and building
consumer awareness of the Companys website and services.

INDUSTRY OVERVIEW

     Search is a large and growing market. In the United States alone, hundreds
of millions of searches each day are conducted on the Internet. We believe a
substantial portion of these searches are commercial in nature. Commercial
search queries, we believe, are best served by paid search, which we define,
generally, as targeted advertising paid per lead. We believe that paid search
is the fastest growing segment of Internet search. In our view, improvements
in the quality, relevance, breadth and depth of paid listings will likely
drive growth of paid introductions on commercial inquiries.

     In addition, we also believe that the price per paid introduction that
advertisers pay will continue to grow. Relative to alternatives, we believe,
a lead on askjade.com at an average price of $.03 is less expensive, yet more
targeted and measurable than other direct sales methods.

     We believe that paid search is a relatively untapped market for many
advertisers. Pay-For-Performance search has only been introduced recently and
we believe that there are many large advertisers that still have not contributed
portions of their marketing budget to Internet advertising and more specifically
paid search, but will as the Internet becomes a more acceptable medium for
advertising goods and services.

     We also believe that our business will continue to experience growth
outside of the United States as Internet usage and e-commerce development
continue to grow in other countries.

     Datamonitor estimates that $3.1 billion of the projected $5.4 billion of
paid online content projected for 2003 will be attributable to adult content.

JADE'S STRATEGY

     Our objective is to be the leading internet portal for adult oriented
content and to benefit from additional advertising and sponsorship
opportunities and expanded e-commerce offerings.

INCREASE NUMBER OF ADVERTISERS

     We recruit advertisers to utilize our services primarily through direct
sales efforts. We target adult entertainment e-commerce businesses and
advertisers who we locate through online and off-line research An introduction
to our service is made directly to the potential advertiser, utilizing e-mail.

INCREASE TRAFFIC

Affiliate Programs.

    We employ a broad based affiliate program which drives traffic to the
AskJade.com site and also functions as an online branding program, by placing
the AskJade.com logo on numerous sites around the web. Any website owner can
become an affiliate simply by placing a uniquely generated computer generated
tag on their website which forwards the user to the AskJade.com website. We
currently have 50 affiliates in our affiliate program that have signed up
through our website.  These affiliates generate revenue either on a per search
basis or through revenue sharing on paid click-throughs.  Furthermore we plan
to establish other affiliate programs to link our advertisers to consumers who
may not otherwise use the AskJade.com search engine. We also plan to develop
affiliate relationships with other heavily trafficked sites, browsers,
community portals and Internet service providers. Central to our Internet-
based marketing is an additional affiliate program that allows other web sites
to place the AskJade.com search interface on their web pages in the form of
small boxes or banners.

Traditional media strategies.

     We plan to utilize traditional media strategies to generate unique users
for the AskJade.com search engine. To build brand awareness with consumers and
drive traffic to the AskJade.com  web site, we use off-line media including:
public relations, telemarketing, radio and outdoor advertising in key markets.
We believe off-line media has proven to be highly effective for online media
companies. Our online advertising includes targeted e-mail, banners and our
affiliate program. (See "Marketing and Brand Awareness.")

CREATE AN ACTIVE MARKETPLACE

     Our objective is to expand advertiser participation and increase business
and consumer transactions through our AskJade.com search engine. We believe
that if we build a solid foundation of active bidders and users, we will
stimulate growth which should increase the efficiency of our service. A large
and active base of advertisers will enable us to generate more relevant search
results for consumers, which in turn should increase the number of consumers
utilizing our services and clicking through on bided results.

Bidding on the AskJade Service
     The search results in the askjade service are prioritized for consumers by
the amount the advertiser has bid for placement in the keyword market.
Advertisers are listed in descending order of their bid, with the highest bidder
appearing as the first search listing in the search results. Bids may be
expressed either as the amount the advertiser pays Jade each time there is a
click on the advertisers search listing or as the maximum amount the
advertiser is willing to pay for a click on the advertisers search listing.
Advertisers pay Jade only when a click-through occurs on the advertisers search
listing. Advertisers may see the bids of other advertisers on their keywords,
enabling the advertiser to determine his or her own bid necessary to achieve a
desired ranking, which instills competition among advertisers and promotes
greater relevance for consumers.

Advertising on the AskJade.com Service
     Jade attracts advertisers who want to drive highly targeted leads to their
Web sites.  Advertisers utilize Jades self-service tools to open and manage
accounts online through our automated Web-based account management tool that
offers several tracking, bid management and measurement features.  By automating
the sales and maintenance of many of our advertiser accounts, Jade gives
businesses greater control over the advertising process, while leveraging the
scalable nature of our business.

     Potential advertisers find askjade.com directly, through third-party
referral programs, through our direct sales efforts and through a variety
of direct marketing activities.

     Currently, all new U.S. AskJade advertisers must commit to a minimum
spend of $25 which is pre-paid by credit card.

TECHNOLOGY

     Jade makes its services available to consumers and businesses, affiliates
and advertisers through a combination of its own proprietary technology and
commercially available technology from industry providers. Jade also relies
upon third parties to provide hosting services, including hardware support and
service and network coordination.

     Any disruption in Internet access or other services provided by third
parties could have a material adverse effect on our business. Jade is
undertaking initiatives to develop and implement business continuity,
improve data retention, create backup and recovery processes and systems
and standardize technology platforms.

INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

     We seek to protect our copyrights, service marks, trademarks and
trade secrets through a combination of laws and contractual restrictions.
For example, we attempt to register our trademarks and service marks in
the United States and other countries throughout the world. However,
effective trademark, service mark, copyright and trade secret protection
may not be available in every country in which our services are made
available online.

COMPETITION

     We face competition in three principal areas: (i)distribution of our
services;(ii)demand for our services on our affiliates Web sites and
(iii) usage of our services by advertisers.

    We compete with companies that provide both mainstream and specialty
adult oriented pay-per-click advertising services that are similar to Jades.
In addition, we cannot assure you that another search service will not
successfully offer a competitive pay-per-click advertising service. We believe
it is likely that there will be additional entrants to the pay-per-click
search market. These competitors will compete against Jade for affiliate
arrangements and could cause Jade to enter into affiliate agreements with
less favorable terms or lose affiliates or potential affiliates, which could
reduce our number of paid introductions, increase the amount of revenue
shared with affiliates, and reduce total revenues and thereby have a material
adverse effect on our business, operating results and financial condition.

     Our affiliates face competition for user traffic within the search
marketplace, which affects the number of paid introductions on our service. If
the users of these affiliates prefer the services offered by the affiliates
competitors with whom we do not have a relationship, the businesses of our
affiliates may suffer, which may in turn have a material adverse effect on our
business, operating results and financial condition. In addition, many of our
affiliates compete with one other, and this may make it difficult for us to
develop some affiliate relationships.

     We also compete with providers of pay-per-click search services and other
search services, Internet service providers, other Web sites and advertising
networks such as DoubleClick, Inc. and 24/7 Media, Inc., as well as traditional
offline media such as television, radio and print and direct marketing
companies,for a share of advertisers total advertising budgets. Accordingly,
Jade may face increased pricing pressure for the sale of advertisements and
direct marketing opportunities, as well as a decrease in demand for the
Askjade.com service, which could have a material adverse effect on our
business, operating results and financial condition.

     Many of our competitors, as well as potential entrants into our market,
have longer operating histories, larger customer or user bases, greater brand
recognition and greater financial, marketing and other resources than we do.
Many current and potential competitors can devote substantially greater
resources to promotion, Web site and systems development than we can. In
addition, as the use of the Internet and other online services increases,
larger, well-established and well-financed entities may continue to acquire,
invest in or form joint ventures with providers of Web directories, search
and information services or advertising solutions. Existing providers of Web
directories, search and information services or advertising solutions may
continue to consolidate.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

     There are an increasing number of laws and regulations in the United
States and abroad pertaining to communications and commerce on the Internet.
In addition, a number of legislative and regulatory proposals are under
consideration by federal, state, local and foreign governments. Laws or
regulations may be adopted with respect to the Internet relating to liability
for information retrieved from or transmitted over the Internet, user privacy,
taxation and the quality of products and services. Moreover, the application
to the Internet of existing laws governing issues such as intellectual
property ownership and infringement, pornography, obscenity, libel, gaming,
employment and personal privacy is uncertain and developing. Any such
legislation or regulation, or the application or interpretation of existing
laws, may decrease the growth in the use of the Internet in general, prevent
us from delivering our content in different parts of the world and increase
our costs of selling products or otherwise operating our business.

ONLINE CONTENT REGULATIONS.

     Several federal, state and foreign statutes prohibit the transmission
of indecent, pornographic, obscene or offensive content over the Internet
to particular groups or persons.  The extent to which these laws apply to
us is limited due to the fact that we do not own or display photographic/
pictorial content, other than advertising banners that appear on our
site.  We will use discretion in determining what graphical
advertisements will be allowed on our website in order to avoid legal
scrutiny.  Furthermore we have taken measures, principally the consent
form/disclaimer at the entry page to our website to discourage and put
users on notice of the adult oriented content of our website in an
effort to re-direct users who may be sensitive to certain sexual
depictions which may be viewed on our website. In addition some
private legal actions have been brought or threatened against
libraries and various public facilities that offer unfiltered
Internet access. If these statutes are deemed to apply to us and our
activities, if new laws or regulations are adopted which are found to
apply to our activities, or if caselaw establishes broad limitations
on distribution, we may be limited in the types of content and
advertisements we make available on our Web sites. In such case we
would be compelled to moderate the nature of the contents of the
advertising we permit on the site, which may result in a decrease in
traffic; if users decide that we are no longer able to serve their
personal preferences with respect to the sexual nature of the content
and the facility with which they will be able to locate those websites
which makes that content available.  In addition, some foreign countries,
such as Singapore and China, entirely restrict access to our Web sites
throughout their countries. If other countries decide to adopt similar
policies, our business and financial results may be harmed. Furthermore,
legislation regulating online content could limit the growth in use of
the Internet generally and decrease the acceptance of the Internet as
an advertising and e-commerce medium.

PRIVACY CONCERNS.

     Web sites typically place identifying data, or cookies, on a user's
hard drive without the user's knowledge or consent. Our company and many
other Internet companies use cookies for a variety of different reasons,
including the collection of data derived from the user's Internet
activity. Any reduction or limitation in the use of cookies could
limit the effectiveness of our sales and marketing efforts. Most
currently available Web browsers allow users to remove cookies at
any time or to prevent cookies from being stored on their hard drive.
Some privacy advocates and governmental bodies have suggested limiting
or eliminating the use of  cookies. In addition, the European Union and
many countries within the EU have adopted privacy directives or laws that
strictly regulate the collection and use of information regarding
Internet users that is identifiable to particular individuals. Privacy
legislation has been proposed in the U.S. as well, and the U.S. Federal
Trade Commission has taken action against Web site operators that do not
comply with state privacy policies. These and other governmental efforts
may limit our ability to target advertising or collect and use information
regarding the use of our Web sites. Fears relating to a lack of privacy
could also result in a reduction in the number of our users and subscribers
which could harm our business and financial results.

 EMPLOYEES

     Jade had  2 part-time employees as of December31, 2002.

                         AVAILABLE INFORMATION

     We file the required reports with the Securities and Exchange
Commission under the Securities Exchange Act of 1934. These reports
include Jades annual report on Form10-KSB, quarterly financial
reports on Form10-QSB, and current reports on Form8-K.

Item 2. Properties

     We lease our office which is located in an office complex located in
Melville, NewYork  which aggregates approximately 500 square feet.

Item 3. Legal Proceedings

    There has not been any material civil, administrative or criminal
proceedings concluded, pending or on appeal against the Company or its
affiliates and principals.

Item4. Submission of Matters to a Vote of Security Holders
     None.

                   EXECUTIVE OFFICERS OF THE REGISTRANT

     Information required by Item 10 of Form10-KSB with respect to executive
officers of Jade Entertainment Group, Inc. is set forth below. The following
table sets forth certain information with respect to the executive officers
of Jade Entertainment Group, Inc. as of January 31, 2003.

     NAME	       AGE	POSITION
    ------------       ----    -------------
    Timothy Schmidt	32	Chief Executive Officer, Chief Financial
                                 Officer, President and director
    Ray Barton		33      Chief Technology Officer and chairman
                                 of the board of directors

Timothy Schmidt

     Timothy Schmidt has served the company as its President and CEO since
our inception.  Mr. Schmidt is also the acting secretary, treasurer and a
member of the board of directors. Mr. Schmidt is charged with managing the
day to day operations of the Company.  Prior to that  Mr. Schmidt served
as Chief Operating Officer for thinkersgroup.com, a wireless a developer
of wireless software Applications where he where he managed company
operations, administration and human resources.  Mr. Schmidt is a
principal at Market Share Recovery, Inc. an Internet  Direct Marketing
firm, which specializes in acquisition and resale of user demographic
data, and targeted e-mail marketing where,  Mr. Schmidt's duties included
overseeing operations, accounting, human resources, and administration.

Raymond Barton

     Raymond Barton serves as Chairman of the Board of Directors, Chief
Operating Officer and Chief Technology officer.  Mr. Barton is a
principal employee and an executive officer of the Company.  Mr.
Barton's responsibilities include; directing sales and marketing
efforts and the implementation and maintenance of our technology.
Prior to joining the Company Mr. Barton was a stock broker at
Meyers Pollock Robbins, and at Continental Broker Dealers where he
served as a retail broker.  Mr. Barton also served as, Business
Development Manager with PcQuote, Inc. and was in charge of developing
business contacts and negotiating joint ventures. Prior to that Mr.
Barton served and Executive Vice President of Financialweb.com, where
his responsibilities included managing the production of online content.
Mr. Barton served as the CEO/President of Thinkersgroup, Inc. a mobile
wireless software developer, where he developed the Company's business
plan, assembled a management team and oversaw day to day operations.

 -----------------------------
     IT IS EXPECTED THAT ADDITIONAL PERSONNEL WILL BE EMPLOYED TO ASSIST
IN OPERATIONS AND FINANCIAL MANAGEMENT.  THE COMPANY HAS ALSO
IDENTIFIED SEVERAL PEOPLE THAT ARE CANDIDATES FOR KEY POSITIONS
WITHIN THE ORGANIZATION.  THE COMPANY HAS DISCUSSED OPPORTUNITIES
WITH SOME OF THESE PEOPLE AND INTENDS TO ACTIVELY RECRUIT THEM UPON
FUNDING.  MANAGEMENT RECOGNIZES THAT THEIR EXPERTISE AND EXPERIENCE
IS ESSENTIAL TO SUCCESS OF ITS BUSINESS PLAN.  THE COMPANY INTENDS
TO ALSO CONTINUE TO EXPAND ITS ADVISORY GROUP IN THE AREAS OF
BUSINESS AND FINANCE.

PART II

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

    There is currently no trading market for our Companys Common Stock.
We have not paid dividends and do not anticipate declaring dividends on
our common stock in the foreseeable future.

Sale of Unregistered Securities

     The Company has issued shares of Common Stock for services, to the
following persons in non-public sales in accordance with section
4(2) of the Securities act of 1933.

<TABLE>
Name                      No. of shares   Class   Consideration   Date (period ended)
------------------------  -------------  ------   -------------   ----

                      <c>            <c>       <c>           <c>
Javier Caneda              250,000       Common     services     09/30/02
Tribe Communications, Inc   33,334       Common     services     09/30/02
Christopher Pearson         34,900       Common     services     09/30/02
Paul Habekost               40,000       Common      $20,000     08/31/01 (inception)
Louis Habekost              16,000       Common       $8,000     08/31/01
Freddy Profit               40,000       Common      $20,000     08/31/01
Christopher Pearson        100,000       Common      $50,000     08/31/01
Paul Habekost               10,000       Common       $5,000     06/30/02
Louis Habekost               8,000       Common       $4,000     06/30/02
Chris Pearson               10,000       Common       $5,000     06/30/02
</TABLE>

     At the time of inception, the Company issued a total of 1,500,000
shares to its two founders to Ray Barton 1,000,000 and Timothy Schmidt
500,000 respectively. The shares were issued at par value and were
purchased for $100 in cash and $1,400 in services contributed at inception.

     Jade Entertainment Group, Inc. filed a registration statement on
Form Sb-1 ( File No. 333-75028) for the sale of 500,000 shares of the
Companys common stock; the offering was terminated before the issuer
sold all the shares registered thereunder. The registrant issued
124,669 of the securities registered under the Registration Statement
before the offering was terminated and the Company withdrew from the
registration the 375,331 securities that remained unsold under the
Registration Statement. The securities issued in accordance therewith
were issued for $17,986, and for marketing and consulting services
rendered to the company. Cash proceeds from the sales of securities
were use for working capital to pay legal and accounting fees. In
addition proceeds were applied as payment to existing contracts,
including a marketing agreement with a company controlled by the
Company's officer, director and largest shareholder.


Item 6. Managements Discussion and Analysis of Financial Condition and
Results of Operations

IN ADDITION TO HISTORICAL INFORMATION, THIS FORM 10-KSB CONTAINS
FORWARD-LOOKING STATEMENTS. WE USE WORDS SUCH AS ANTICIPATES,
BELIEVES, PLANS, EXPECTS, FUTURE, INTENDS AND SIMILAR
EXPRESSIONS TO IDENTIFY THESE FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES, AS WELL AS ASSUMPTIONS THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE REFLECTED IN THESE
FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE ACTUAL
RESULTS TO DIFFER INCLUDE, BUT ARE NOT LIMITED TO, THOSE
DISCUSSED IN THE SECTIONS ENTITLED MANAGEMENTS DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AND RISKS THAT COULD AFFECT OUR FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE
ON THESE FORWARD-LOOKING STATEMENTS, WHICH REFLECT MANAGEMENTS
OPINIONS ONLY AS OF THE DATE HEREOF. JADE ENTERTAINMENT GROUP, INC.
UNDERTAKES NO OBLIGATION TO REVISE OR PUBLICLY RELEASE THE RESULTS
OF ANY REVISION TO THESE FORWARD-LOOKING STATEMENTS.

OVERVIEW

     We operate AskJade.com a specialty search engine for the adult
entertainment industry.  Our search engine allows Internet users to
enter a word, phrase or plain English query describing what they
want to locate on  the Internet. Our search engine then displays a
selection of web sites related to that query. Advertisers can
determine exactly where on the results page their web site link
will appear for any given query. This is accomplished through an
open, automated bidding process. Advertisers submit bids for the
amount they will pay for each consumer who clicks-through to their
web sites. The highest bidder receives the first listing with all
other bidders listed in descending bid order.

     Our AskJade.com search listing paid click-through revenue is
determined by multiplying the number of click-throughs/paid
introductions on paid search results by the amounts bid for
applicable keywords. Our services are designed to connect consumers
 who are most likely to purchase specific goods and services to
businesses that provide those goods and services.

     Jade Entertainment Group, Inc. was incorporated on July 5, 2001
 and is development stage business.  The company since inception has
 been developing its technology, marketing its website to potential
 advertisers and building consumer awareness of the Companys website
 and services.

RESULTS OF OPERATIONS

     Revenue. We generate revenue, in the amount paid by the advertiser,
 primarily when a user clicks on an advertisers listing. We refer to
these clicks as paid introductions. Revenue is recognized when earned
based on paid introduction activity to the extent that the advertiser
has deposited sufficient funds with us or collection is probable.
Revenue also consists of banner advertising.  Banner advertisement
revenue is recognized when earned under the terms of the contractual
arrangement with the advertiser, provided that collection is probable.
Revenue was approximately $12,185 for the year ended December31,
2002.  The average price per paid introduction was $.03 during the
year ended December31, 2002. For the year ending 2002 We had 372
 advertiser funded accounts and no increase/decrease of accounts from
 the third to the fourth quarter of 2002.

     It is difficult to forecast the future growth of the average price
per paid introduction, as advertisers primarily determine the price
paid. We cannot assure you that the average price per click will
continue to increase and if it does increase, at what rate, or that it
will not decrease from prior levels. Our growth rate and results
depend on our ability to increase the price per paid introduction,
the number of advertisers who use our service and the amount our
advertisers spend on our service. In addition, we believe we will
experience seasonality, whereby the second and third quarters of the
calendar year experience relatively lower traffic than the first and
fourth quarters. This seasonal effect is difficult to predict, but
we believe what we experience is typical of general internet usage.
Traffic from affiliates varies as we enter into new agreements and
existing agreements are renewed or expire. We anticipate these
variables will fluctuate, affecting our growth rate and results.

     The amount of traffic from each of our affiliates has varied,
and we expect it will continue to vary, from quarter to quarter and
year to year, sometimes significantly. Moreover, while we seek to
align economic incentives, most of our affiliate agreements contain
limitations and provide varying levels of discretion to the affiliate
in the implementation of our service including the degree to which
affiliates can integrate our services with their own services. In
addition, we have been and are likely to be dependent on searches
from a limited number of affiliates. We may not be successful in
renewing any of these agreements, or if they are renewed, they may
not be on as favorable terms. We may not be successful in entering
into agreements with new affiliates on commercially acceptable terms.
In addition, several of these affiliates may be considered potential
competitors.

     Search Serving. Search serving costs consist primarily of costs
associated with serving our search results, maintaining our Web site
and fees paid to outside service providers that provide and manage our
unpaid listings. Costs associated with serving our search results and
maintaining our Web site include depreciation of Web site equipment,
co-location charges for our Web site equipment, bandwidth, software
license fees and salaries of related personnel. Search serving costs
were approximately $9,335.90 for the year ended December31, 2002.
We anticipate search serving costs to  increase as our traffic and
number of advertisers increase.

     General and Administrative. General and administrative expenses
consist primarily of payroll and related expenses for executive and
administrative personnel; credit card processing fees; facilities;
professional services, including legal; and insurance and other
general corporate expenses. General and administrative expenses were
approximately $105,940 for the year ended December31, 2002.


LIQUIDITY AND CAPITAL RESOURCES

     The Company was incorporated on July 5, 2001 in New York as a
"c" corporation for the purpose of creating, launching and
developing an online specialized search directory.

     To date the Company has received $1538 for advertising
contracts. As of December 31, 2002 the Company has earned $1163
in paid introductions/click through revenue. Paid introductions/
Click-through revenue or earned revenue is calculated by
multiplying the number of click-throughs of an advertisers
advertisement/link by the respective bid price for that
advertisement. Deferred revenue represents, advertising sold but
 not yet earned.  Our initial selling efforts have resulted in
372 advertiser accounts, advertisers fund their accounts in
denominations of $25, $50 or $100 and can increase account balances
 and pay-for-position bids at any time.  Advertiser accounts are
non-refundable, in the event of early termination of an advertiser
account the unearned balance in the advertisers account will be
forfeited to the Company. Of the current 372 advertiser funded
 accounts we estimate that we realized revenues as a result of
activity on 254 of our advertisers ad placements.  We do not enter
 into long term contracts and due to the young age of our compay
and our uncertainty as to the amount of traffic to our website and
 the frequency of searches for specific terms, we may be unable to
 predict the rate at which click-throughs will occur thus creating
uncertainty in our revenue stream.

ACCOUNTING POLICIES SUBJECT TO ESTIMATION AND JUDGMENT

    The discussion and analysis of our financial condition and
results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The
preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure
of contingent assets and liabilities. On an on-going basis, we
evaluate our estimates, including those related to income tax and
marketing related agreements with our affiliates. We base our
estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

RISKS THAT COULD AFFECT OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE A LIMITED
OPERATING HISTORY AND HAVE ONLY RECENTLY LAUNCHED OUR
ASKJADE.COM SEARCH ENGINE

    We began offering search engine services through AskJade.com
in July 2001. Accordingly, we have a limited relevant operating
history upon which an investor can make an evaluation of the
likelihood of our success. An investor in our securities must
consider the uncertainties, expenses and difficulties frequently
encountered by companies such as ours that are in the early stages
of development. Furthermore an investor in our company should take
special note of the fact that we operate in the adult entertainment
industry and due to the few publicly traded companies in this area
an investment in our Common Stock may be less predictable and more
speculative than a comparative investment in a Company that does not
 operate in our same industry.  Our operations may never generate
significant revenues and we may never achieve profitable operations.
 An investor should consider the likelihood of our future success to
 be highly speculative in light of our limited operating history,
as well as the problems, limited resources, expenses, risks and
complications frequently encountered by similarly situated companies
 in the early stages of development, particularly companies in new
 and rapidly evolving markets, such as e-commerce and the adult
entertainment industry. To address these risks, we must, among other
 things:

      -maintain and increase our client base;

      -implement and successfully execute our business and marketing
       strategy;

      -continue to develop and upgrade our technology;

      -continually update and improve our service offerings and features;

      -provide superior customer service;

      -respond to industry and competitive developments; and

      -attract, retain and motivate qualified personnel.

     We may not be successful in addressing these risks. If we are unable
to do so, our business plan may not yield the results we anticipate, and
as such our prospects of profitability may be delayed or we may never
achieve profitability.

WE MAY NOT SUCCESSFULLY COMMERCIALIZE OUR ASKJADE.COM SEARCH ENGINE.

     We launched our AskJade.com search engine in July 2001, and may not
be able to successfully commercialize it.  We generate revenues based on
the amount of traffic we drive through our website, if we are unable to
attract users to our website we will not be able to establish new
advertiser accounts and generate revenues in accordance with our
business plan.  Moreover, upon widespread commercial introduction, we may
find that our search engine will not be able to perform satisfactorily
all of the functions for which it has been designed or that it is not
 reliable or durable in extensive applications, which may result in
additional costs to upgrade or modify our technology which may delay
the execution of our business plan.

WE FACE SUBSTANTIAL AND INCREASING COMPETITION.

     We may face increased pricing pressure for the sale of paid listings,
advertisements and direct marketing opportunities, which could materially
adversely affect our business, prospects, financial condition and results
 of operations. The Open Directory Project, the largest human edited
search engine, which supplies search results for AOL, Netscape, Google,
 Lycos, etc. lists 109 adult oriented search engines. Some of which may
 have a longer operating history, a larger customer base, greater brand
 recognition and may have greater financial, marketing and other resources
 than we have.  Nymphoseek.com, ynot.com and sex.com are our principal
competitors in the adult Oriented search space, we also compete against
 providers of web directories and search and information services, such
 as those provided by America Online, Excite, Yahoo and Alta Vista.

WE DEPEND ON THE GROWTH OF THE INTERNET AND INTERNET INSTRASTRUCTURE
FOR OUR FUTURE GROWTH

     We are completely dependent on online advertising and consumer
search services. The failure of the Internet to continue to develop
 as a commercial and business medium would have a material adverse
effect on our business, operating results and financial condition.
The widespread acceptance and adoption of the Internet by
traditional businesses for conducting business and advertising
 is likely only if the Internet provides these businesses with
 greater efficiencies and improvements.

     The growth in Internet traffic has caused frequent periods of
decreased performance, and if Internet usage continues to grow
rapidly, the Internets infrastructure may not be able to support
these demands, and its performance and reliability may decline.
Consequently, the emergence and growth of the market for our
services depend upon improvements being made to the entire Internet,
as well as to the individual networking infrastructures of our
advertisers, consumers, and affiliates to alleviate overloading
and delayed response times.

THERE IS CURRENTLY NO MARKET FOR OUR COMMON STOCK AND SHOULD A
MARKET FOR OUR SECURITIES DEVELOP THE PRICE OF OUR SECURITIES MAY
BE VOLATILE.

     There is currently no market for our Common Stock and while
the company plans to list its shares on the OTC Bulletin Board
there can be no assurances that the company will be successful
in doing so.  Even if we are successful in selling all the
securities covered by this offering, the market for our
securities will likely be illiquid. This means that as
an investor you will likely have a difficult time selling
our Common Stock at market.  Furthermore because of the
small amount of shares that will be outstanding at the
close of this offering, the market price of our common
stock may experience significant volatility.  Other factors
that may contribute to volatility should a market for our Common
Stock develop are, our quarterly results, announcements by us or
our competitors regarding acquisitions or dispositions, loss of
existing clients, new procedures or technology, litigation, changes
in general conditions in the economy and general market conditions
 could cause the market price of the common stock to fluctuate
substantially. In addition, the stock market has experienced
significant price and volume fluctuations that have particularly
affected the trading prices of equity securities of many technology
and Internet companies. Frequently, these price and volume
fluctuations have been unrelated to the operating performance of
the affected companies.

OUR LIMITED OPERATING HISTORY MAKES PLANNING FOR OUR FUTURE
OPERATIONS MORE DIFFICULT

     As a result of our limited operating history, it is difficult
to accurately forecast our revenue, and we have limited historical
financial data upon which to base planned operating expenses.
Revenue and operating results are difficult to forecast because
they generally depend upon the volume of the searches conducted
on our service, the amounts bid by advertisers for search
listings on the service and the number of advertisers that
bid on the service, each of which we cannot control directly.
 As a result, we may be unable to adjust our spending in a
timely manner to compensate for any unexpected revenue shortfall.

WE FACE RISKS OF CLAIMS FOR OUR SERVICES, INCLUDING TRADEMARK
INFRINGEMENT AND SIMILAR CLAIMS FROM THIRD-PARTY TRADEMARK OWNERS
WHO COMPLAIN ABOUT OUR ACCEPTANCE OF BIDS ON SEARCH TERMS THAT
ARE ALLEGED TO BE TRADEMARKS

     Our services operate in part by making Internet services and content
available to our users. This creates the potential for claims to be made
against us, either directly or through contractual indemnification
provisions with third parties. These claims might, for example, be
made for defamation, negligence, copyright, trademark or patent
infringement, personal injury, invasion of privacy or other legal
theories. Allegations are made against us from time to time
concerning these types of claims.

     If a court were to determine that the sale of advertising related
to certain search terms or that our processes to create search results
via our business model constitutes trademark infringement or some other
 form of liability, it could negatively impact our revenues and
business and we might, as a result, decide to change the general manner
 in which we accept bids on certain search terms or change other
practices, and this change might have a material adverse effect upon
our results of operations, cash flows or financial position.

     There can be no assurance that our services do not infringe the
intellectual property rights of third parties. A successful claim of
infringement against us and our failure or inability to license the
infringed or similar technology could have a material adverse effect
on our business, operating results and financial condition.

A SEARCH ENGINE PROVIDER MAY HAVE PATENT RIGHTS WHICH COULD PREVENT US
 FROM OPERATING OUR ASKJADE.COM SEARCH ENGINE IN ITS PRESENT FORM.

     Overture.com, formerly GoTo.com, has advised Findwhat.com,
another pay-for-Position search engine provider of a pending patent
application with respect to a pay-for-position business. If a patent
 is issued to GoTo.com or another competitor which would interfere or
 prevent us from using the pay-for-position business model, our business,
 prospects, financial condition and results of operations could be
 materially and adversely affected. Overture.com has not contacted us
 regarding any possible infringement of their intellectual property
rights nor has any party commenced or threatened to commence any legal
 action against us. If we are required to participate in litigation we
 may not have the resources to fund the required litigation costs,
which may adversely affect our business prospects, financial condition
and results of operations.

      In the event that the patent application of GoTo.com is approved
and a patent is issued, we may be required to obtain a license to the
 covered intellectual property or substantially revise our business
model to a more traditional impression/click through business model
in order to continue operations. We can offer no assurance that a
license would be available on acceptable terms or at all, or that
we will be able to revise our business model economically,
efficiently or at all.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES MAY DAMAGE OUR BUSINESS

    The laws and regulations applicable to the Internet, our services
and the territorial markets in which we operate are evolving and unclear
and could damage our business. There are currently few laws or
regulations directly applicable to Internet access, commerce or
Internet search. Due to the increasing popularity and use of the
 Internet, state and federal agencies and foreign governments are
currently proposing, and may in the future propose or adopt laws and
regulations regarding the Internet or the conduct of business on the
Internet. The laws and regulations may cover issues such as user privacy,
 defamation, database protection, user protection, pricing, taxation,
content regulation (including, for example, obscenity and gambling),
quality of products and services, and intellectual property ownership
and infringement. In addition, we might be required to comply with
existing laws regulating or requiring licenses for certain businesses
of our advertisers, including, for example, distribution of
pharmaceuticals, alcohol, tobacco or firearms, as well as insurance and
securities brokerage and legal services. These laws and regulations
could expose us to substantial compliance costs and liability as well
as dampen the growth in use of the Internet, decrease the acceptance of
the Internet as a communications and commercial medium, or require us to
incur significant expenses in complying with any new regulations. In
response to these laws and regulations, whether proposed or enacted,
as well as public opinion, We may also elect to limit the types of
advertisers or advertisements included in its search service, which
could in turn decrease the desirability of our service and reduce
its revenues.

    The Federal Trade Commission (FTC), in response to a petition
from a private organization, has been reviewing the way in which
the search engine industry discloses paid placement or paid
inclusion practices to the user.  The letters stated the staffs
 position on what disclosures are necessary to avoid misleading
users about the effect payments to the search engine may have on
 the inclusion or ranking of listings in the search results. This
 guidance may differ from the existing practices of some in the
industry, including our practices and those of some of our
affiliates. The FTC has not yet taken any enforcement action to
date against us or any of our affiliates. If the FTC were to
take such enforcement action that resulted in changes in the
labeling or other disclosure of our Pay-For-Performance listings,
 it may reduce the desirability of our services, and our business
 and the business of some of our affiliates could be harmed. In
addition, we and some of our affiliates have recently adjusted
the nature of the disclosures on a voluntary basis, or are
likely to do so in the future, and such disclosures may reduce
the desirability of our service, which could adversely affect
our business.

DOMESTIC AND FOREIGN GOVERNMENTAL REGULATION OF ADULT ORIENTED MATERIALS
MAY LIMIT OUR AUDIENCE

     Several federal, state and foreign statutes prohibit the transmission
 of pornographic, indecent, obscene or offensive content over the
Internet to particular groups or persons, and some private legal
actions have been brought or threatened against libraries and
various public facilities that offer unfiltered Internet access.
If these statutes are deemed to apply to us and our activities,
if new laws or regulations are adopted which are found to apply
to our activities, or if case-law establishes broad limitations
on distribution, we may be limited in the types of content and
advertisements we make available on our Web sites. In addition,
 some foreign countries, such as Singapore and China, entirely
restrict access to our Web sites throughout their countries.
If other countries decide to adopt similar policies and we
have significant usership in those regions, our ability to realize
 revenues as a result of the fall off in traffic will result in a
corresponding decrease in revenues.

 WORKPLACE AND OTHER RESTRICTIONS ON ACCESS TO THE INTERNET MAY
LIMIT USER TRAFFIC ON OUR WEB SITES.

     Many offices, businesses and educational institutions employ
filtering devices and restrictive policies to prevent employee
and student access to certain destinations on the Internet.
Destinations which are typically prohibited are those web sites
 that contain mature adult oriented content, that may be deemed
 offensive to other persons in a public environment.  Since our
 revenues are dependent on user traffic to our site, an increase
 in these types of restrictions and software filters , or other
similar policies, could harm our business, financial condition
and operating results.  In addition, access to our Web sites
outside the United States may be restricted by governmental
authorities or Internet service providers. If these restrictions
 become more prevalent, our growth could be hindered.

INCREASED SECURITY RISKS OF ONLINE COMMERCE MAY DETER FUTURE USE
OF OUR SERVICES

     Concerns over the security of transactions conducted on the
Internet and the privacy of users may also inhibit the growth of
 the Internet and other online services generally, and online
commerce in particular. Our failure to prevent security breaches
 could significantly harm our business and results of operations.
 Anyone who is able to circumvent our security measures could
misappropriate proprietary information, including advertiser
credit card data, cause interruptions in our operations or
damage our brand and reputation. We do not believe that our
data repositories, financial systems and other technology
resources are completely secure from security breaches or
sabotage, and we occasionally experience attempts at
hacking or security breaches. We may be required to incur
significant costs to protect against security breaches or to
alleviate problems caused by breaches. Any well-publicized
compromise of our security or the security of any other Internet
 provider could deter people from using our services or the
Internet to conduct transactions that involve transmitting
confidential information or downloading sensitive materials,
which would adversely affect the business of our advertisers
and, accordingly, our business.

     In offering our current products and services, we collect
information from our advertisers, our users, and our advertisers
 users. Although users are not required to provide personally
identifiable information to initiate a search or view search
results, we do collect personally identifiable information from
 our advertisers as part of servicing their account and from users
 when they initiate contact with us. We may also have access to
personally identifiable information of our advertisers users,
although we do not at this time retain or store this personally
identifiable information. Additionally, we may change the way we
collect, store or use information we collect from and about third
parties as we introduce new products and services. If regulations
 or laws are passes that impact our ability to collect personally
 identifiable information from our advertisers or consumers, it
could have a material adverse effect on our business. If it is
determined that we have infringed third-party privacy rights,
we could incur substantial monetary liabilities and/or be
prevented from using these rights which may require us to
modify our business practices.

WE ARE EXPOSED TO RISKS ASSOCIATED WITH CREDIT CARD FRAUD, CREDIT
PAYMENT AND SUDDEN LOSS OF ADVERTISERS

     We may suffer losses as a result of orders placed with
fraudulent credit card data, even though the associated
financial institution approved payment of the orders. Under
current credit card practices, a merchant is liable for
fraudulent credit card transactions when, as is the case
with the transactions we process, that merchant does not
obtain a cardholders signature. A failure to adequately
control fraudulent credit card transactions would result
in significantly higher credit card-related costs and may
ultimately result in advertisers inability to use credit
cards as a means of payment, which would have a material
adverse effect on our business, operating results and
financial condition.

     Some of our advertisers have limited operating histories,
are operating at a loss, have limited cash reserves or have
limited access to capital. If an advertiser experiences
financial difficulties, the advertiser may stop advertising
 suddenly or may lack the ability to pay amounts owed. In
addition, in some instances we extend credit to advertisers
who may default on their accounts receivable. If any
significant part of our advertiser base experiences
financial difficulties, is not commercially successful or
is unable to pay our advertising fees for any other reason,
our business, operating results and financial condition will
be materially and adversely affected.

WE MAY INCUR LIABILITIES FOR THE ACTIVITIES OF USERS OF OUR
SERVICE

     The law relating to the liability of providers of online
services for activities of their users and for the content of
their advertisers listings is currently unsettled and could
damage our business. We may not successfully avoid civil or
criminal liability for unlawful activities carried out by
consumers of our service or for the content of our listings.
 Our potential liability for unlawful activities of users of
 our service or for the content of our listings could require
 us to implement measures to reduce our exposure to such
liability, which may require us, among other things, to
spend substantial resources or to discontinue certain service
 offerings. Any costs incurred as a result of such liability
or asserted liability could have a material adverse effect on
our business, operating results and financial condition.

OUR MARKET MAY UNDERGO RAPID TECHNOLOGICAL CHANGE AND OUR
FUTURE SUCCESS WILL DEPEND ON OUR ABILITY TO MEET THE
CHANGING NEEDS OF OUR INDUSTRY

     If new industry standards and practices emerge in the
Internet and online advertising industry, our existing
services, technology and systems may become obsolete.
Our future success will depend on our ability to:
	-License and internally develop leading
technologies useful in our business;

	-Enhance our existing services;

	-Develop new services and technologies
         that address the increasingly sophisticated and
         varied needs of prospective advertisers, consumers
         and businesses; and

	-Respond to technological advances and emerging
         industry standards and practices on a cost-effective
         and timely basis. We cannot assure you will be able
         to timely address technological change in our industry.

WE ARE DEPENDENT UPON OUR COMPUTER AND COMMUNICATION SYSTEMS

     Our ability to provide high-quality customer service largely
depends on the efficient and uninterrupted operation of our
computer and communications systems in order to accommodate any
significant increases in the numbers of consumers and advertisers
using our services.

     Currently Verio, Inc. fulfills our network infrastructure and
hosting needs, we do not anticipate the need to internalize our
hosting needs in the near future however, in the event of a sudden
massive increase in traffic to the AskJAde.com website we may be
required to establish our own network infrastructure and customer
support capabilities. Any such expansion will require us to make
significant upfront expenditures of approximately $20,000 for
servers, routers, computer equipment and additional Internet
and intranet equipment and to increase bandwidth for Internet
connectivity. Any such expansion or enhancement will need to
be completed and integrated without system disruptions.
Failure to expand our network infrastructure or customer
service capabilities either internally or through third parties,
if and when necessary, would materially adversely our prospects
for growth.

     Our business depends on our ability to provide high capacity
data transmission without system downtime and upon our transaction
processing systems and network infrastructure. Furthermore, we
rely on many different software applications, some of which have
been developed internally. If these hardware and software systems
 fail, it would adversely affect our business and results of
operations. If we receive a significant unexpected increase in
 usage and are not able to rapidly expand our transaction-
processing systems and network infrastructure without any
systems interruptions, it could seriously harm our business.
We have experienced occasional systems interruptions in the
past and we cannot assure you we will not incur any such
interruption in the future.

OUR BUSINESS COULD BE SIGNIFICANTLY IMPACTED BY THE OCCURRENCE
OF NATURAL DISASTERS AND OTHER CATASTROPHIC EVENTS

      A disaster could interrupt our services for an
indeterminate length of time and severely damage our
business, prospects, financial condition and results
of operations. Our systems and operations are vulnerable
 to damage or interruption from fire, floods, power loss,
 telecommunications failures, break-ins, sabotage, computer
 viruses, penetration of our network by unauthorized computer
 users and "hackers" and similar events. The occurrence of a
natural disaster or unanticipated problems at our technical
operations facility could cause material interruptions or
delays in our business, loss of data or render us unable
to provide services to customers. Failure to provide the
data communications capacity we require, as a result of
human error, natural disaster or other operational
disruptions could cause interruptions in our service and
web sites. The occurrence of any or all of these events
could render our system inoperable for an indeterminate
amount of time and unable to generate revenues.

OUR BUSINESS IS DEPENDENT ON OUR FOUNDERS WHO SERVE AS OUR
EXECUTIVE OFFICERS

     Our future success depends upon the continued service of
our executive officers. None of our officers or key employees
are bound by an employment agreement for any specific term. If
we lost the services of these key employees, or if one or more
of our executive officers or employees decided to join a
competitor or otherwise compete directly or indirectly with us,
this could have a material adverse effect on our business,
operating results and financial condition.

WE MAY NOT BE ABLE TO PROTECT OUR INTERNET DOMAIN NAME OR INTELLECTUAL
PROPERTY RIGHTS UPON WHICH OUR BUSINESS RELIES

     Our success and ability to compete also are substantially
 dependent upon our internally developed technology and data resources,
 which we protect through a combination of copyright, trade secret,
patent and trademark law. We also depend on our trade name and domain
name. We may not be able to adequately protect our technology and data
resources. In addition, intellectual property laws vary from country to
country, and it may be more difficult to protect our intellectual
property in some foreign jurisdictions.

     Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy or otherwise obtain and use
 our services, technology and other intellectual property, and we
cannot be certain that the steps we have taken will prevent any
misappropriation or confusion among consumers and advertisers.

WE MAY NEED ADDITIONAL CAPITAL, WHICH COULD DILUTE THE OWNERSHIP INTEREST
 OF INVESTORS

     We require substantial working capital to fund our business. If we
raise additional funds through the issuance of equity, equity-related or
 convertible debt securities, these securities may have rights,
preferences or privileges senior to those of the rights of our common
stock, and our stockholders may experience additional dilution. We
cannot be certain that additional financing will be available to us on
favorable terms when required, or at all. We experienced negative cash
flow from operations from our inception through the fourth quarter of
2002, and we could experience negative cash flow from operations in the
future. We currently anticipate that our available funds will be sufficient
to meet our anticipated needs for working capital at least through the
next 12months. However, we may choose to raise additional funds in the future.

WE MAY HAVE DIFFICULTY ESTABLISHING CERTAIN RELATIONSHIPS BECAUSE WE
OPERATE IN THE ADULT ENTERTAINMENT INDUSTRY

     Certain persons including investors, lenders, market makers, and
investment bankers may refuse to do business with us because we operate
 in the adult entertainment industry.  Their moral opposition to the
nature of our business and thus may limit our ability to attract
investors, credit facilities and other financial services which may
impair our liquidity, stock performance and access to capital on
favorable terms if at all.

Item 7. Financial Statements
See item 15(a)

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

     There were no disagreements with accountants in the preparation
of the Company's financial statements, however the board of directors has
changed accountants.


PART III

Item 10. Directors and Executive Officers of the Registrant

    By way of summary, the following table reflects the name, age and
position of the Company's executive officer and director.  See the
biographical information which follows:

     NAME                 AGE   POSITION
     ----                 ---    --------
     Timothy Schmidt*      32   President, Chief Executive Officer,
                                Secretary, Treasurer and Member
                                of the Board of Directors

      Raymond Barton*      31   Chief Operating Officer, Chief
                                Technology Officer and Chairman  of
                                of the Board Directors
(*) Denotes Executive Officer

     Timothy Schmidt has served the company as its President and CEO since our
inception.  Mr. Schmidt is also the acting secretary, treasurer and a member of
the board of directors. Mr. Schmidt is charged with managing the day to day
operations of the Company.  Prior to that  Mr. Schmidt served as Chief Operating
Officer for thinkersgroup.com, a wireless a developer of wireless software
Applications where he where he managed company operations, administration and
human resources.  Mr. Schmidt is a principal at Market Share Recovery, Inc. an
Internet  Direct Marketing firm, which specializes in acquisition and resale of
user demographic data, and targeted e-mail marketing where,  Mr. Schmidt's
duties included overseeing operations, accounting, human resources, and
administration.

     Raymond Barton serves as Chairman of the Board of Directors, Chief
Operating Officer and Chief Technology officer.  Mr. Barton is a principal
employee and an executive officer of the Company.  Mr. Barton's responsibilities
include; directing sales and marketing efforts and the implementation and
maintenance of our technology.  Prior to joining the Company Mr. Barton was a
stock broker at Meyers Pollock Robbins, and at Continental Broker Dealers where
he served as a retail broker.  Mr. Barton also served as, Business Development
Manager with PcQuote, Inc. and was in charge of developing business contacts
and negotiating joint ventures. Prior to that Mr. Barton served and Executive
Vice President of Financialweb.com, where his responsibilities included managing
the production of online content. Mr. Barton served as the CEO/President
of Thinkersgroup, Inc. a mobile wireless software developer, where he
developed the Company's business plan, assembled a management team
and oversaw day to day operations.


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

    IT IS EXPECTED THAT ADDITIONAL PERSONNEL WILL BE EMPLOYED TO ASSIST IN
OPERATIONS AND FINANCIAL MANAGEMENT.  THE COMPANY HAS ALSO IDENTIFIED SEVERAL
PEOPLE THAT ARE CANDIDATES FOR KEY POSITIONS WITHIN THE ORGANIZATION.  THE
COMPANY HAS DISCUSSED OPPORTUNITIES WITH SOME OF THESE PEOPLE AND INTENDS TO
ACTIVELY RECRUIT THEM UPON FUNDING.  MANAGEMENT RECOGNIZES THAT THEIR EXPERTISE
AND EXPERIENCE IS ESSENTIAL TO SUCCESS OF ITS BUSINESS PLAN.  THE COMPANY
INTENDS TO ALSO CONTINUE TO EXPAND ITS ADVISORY GROUP IN THE AREAS OF BUSINESS
AND FINANCE.

Item11. Executive Compensation

    The Company was formed on July 5, 2001 and therefore paid no
compensation prior to that time. Although there are no employment agreements in
place.

     The following table sets forth certain information regarding compensation
paid to our Chief Executive Officer, Chairman of the Board and our President and
Chief Technology Officer.
<TABLE>
 SUMMARY COMPENSATION TABLE

                                                           LONG TERM
                                           ANNUAL COMPENSATION    COMPENSATION
                                            -------------------    ------------
NAME AND              FISCAL YEAR ENDED                 ALL OTHER
PRINCIPAL POSITION    DECEMBER 31,    SALARY    BONUS   OPTIONS (#)  COMPENSATION
-----------------    ---------------   ------    -----   -----------   -----------
<S>                  <C>              <C>      <C>       <C>           <C>
Timothy Schmidt*       2002             $13,750   $0        0             0
President and Chief
Executive Officer

Raymond Barton         2002             $0        $0        0             0
Chief Technology
Officer, Chief Operating
Officer and Chairman of
the Board
</TABLE>
---------------

     As the Company's operations develop, it is anticipated that additional
personnel may be hired.  It is generally anticipated that any such future
individuals will devote full time to the Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following table summarizes the beneficial ownership of the
company's shares by the company's executive officers, directors, and 10% or
greater shareholders immediately prior to and after this Offering.
<TABLE>

TITLE OF
CLASS      NAME OF BENEFICIAL OWNER:    NUMBER    % of class
-------    -------------------------   ----------   ------
<S>      <C>                          <C>           <c>
Common   Raymond Barton               1,000,000     46.8%
          200 Broadhollow Rd.
          Suite 207.
          Melville, NY

Common   Timothy Schmidt                500,000      23.4%
         200 Broadhollow Rd.
         Suite 207.
         Melville, NY

Common   ALL DIRECTORS,
         OFFICERS AS A GROUP           1,500,000     70.2%
</TABLE>

Based on 2,134,341 Shares outstanding as of December 31, 2002.

   Item 13. Certain Relationships and Related Transactions

None.

Item 14. Controls and Procedures

     Evaluation of disclosure controls and procedures. Based on their
 evaluation as of a date within 90days of the filing date of this
Annual Report on Form10-KSB, our principal executive officer and
principal financial officer have concluded that our disclosure
controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934 (the Exchange Act) are
effective to ensure that information required to be disclosed by us
 in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms.

    Changes in internal controls. There were no significant changes
in our internal controls (relating to financial reporting) or in other
 factors that could significantly affect these internal controls
subsequent to the date such internal controls were evaluated.
There were no significant deficiencies or material weaknesses
in such internal controls for which corrective actions should
have been taken.

Item 15. Exhibits, Financial Statement Schedules, and Reports
on Form8-K

(A)(1) INDEX TO FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

Report of Independent Auditors	        F-2

FINANCIAL STATEMENTS:
Balance Sheets	                        F-3
Income Statement                        F-4
Statements of Operations		F-5
Notes to Financial Statements		F-6





		    JADE ENTERTAINMENT GROUP INC

			FINANCIAL STATEMENTS

                         DECEMBER 31, 2002




















<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Jade Entertainment Group, Inc.
(A Development Stage Company)
Melville, New York


    We have audited the accompanying consolidated balance sheet of Jade
Entertainment Group, Inc. (a development stage company) as of December 31,
2002, and the related consolidated statements of operations, stockholders'
equity (deficit) and cash flows for the years ended December 31, 2002 and 2001
and from inception on July 5, 2001 through December 31, 2002. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Jade Entertainment Group, Inc. (a development stage company) as of December
31, 2002 and the consolidated results of their operations and their cash flows
for the years ended December 31, 2002 and 2001, and from inception on July 5,
2001 through December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.

    The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
the footnotes to the consolidated financial statements, the Company has had
limited operations and limited capital which together raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in the footnotes to the financial
statements. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Eisner CPA PC
    429 ATLANTIC AVENUE
FREEPORT, NY 11520

April 25, 2003



<PAGE>
                            JADE ENTERTAINMENT GROUP, INC.
                            (A Development Stage Company)

  BALANCE SHEET
DECEMBER 31 2002

ASSETS
CURRENT ASSETS
 Cash	                                    $2,240
Total current assets		            $2,240
  TOTAL ASSETS		                    $2,240

LIABILITIES AND STOCKHOLDERS'EQUIT

CURRENT LIABILITIES	                    $1,800

Deferred revenue

TOTAL LIABILITIES	                    $1,800

STOCKHOLDERS' EQUITY
Common Stock,$0.001 par value;
10,000,000 shares authorized;
2,134,341 shares issued and
Outstanding	                             $2,134
Paid in Surplus	                            161,309
Retained Earnings	                   (158,443)
Current Income (Loss)	                    ($4,560)

TOTAL STOCKHOLDERS' EQUITY                     $440
TOTAL LIABILITIES & STOCKHOLDERS'EQUITY	     $2,240





<PAGE>


                   JADE ENTERTAINMENT GROUP INC
                         Income Statement
              For the Period Ended December 31, 2002

                 			   12 Months Ended
		                	     Dec 31, 2002

Sales		                               12,595.00
Total Income		                       12,595.00
Cost of Sales
Hosting Expenses	                        9,335.90
Total Cost Of Sales		                9,335.90
Gross Profit		                        3,259.10
Operating Expenses
Accounting		                        2,750.00
Advertising		                        3,336.87
Auto			                          289.58
Bank Charges		                          163.90
Computer Service & Programming		        1,234.00
Consulting		                        6,794.01
Legal			                       13,800.00
Licenses and Fees		                1,035.00
Marketing		                       36,805.99
Office Expense		                        7,390.76
Rent				               10,928.07
Salaries and Wages		               13,750.00
Supplies		                          315.88
Taxes - Payroll		                        1,456.38
Taxes - Other		                          205.00
Telephone		                        4,117.56
Travel		                                6,441.69
Total Expenses	                              110,814.69
Operating Income		             (107,555.59)
Net Income (Loss)		             (107,555.59)

<PAGE>

                  JADE ENTERTAINMENT GROUP, INC.
                   (A Development Stage Company)

                     STATEMENT OF OPERATIONS
                        December 31, 2002

	                	Three Months      July 05, 2001
                                      Ended        Inception to
                              December 31 2002    December 31 2002

Sales                     	      7,181	  12,930
Cost of Sales	                      1,476	   9,336
Gross Gain\Loss	                      5,705        3,594
General & Administrative Expenses   (10,265)      166,598
NET GAIN (LOSS)	                     (4,560)    (163,004)
Basic and diluted net loss per share   (0.02)

Weighted shares used in the computation
Of basic and diluted loss per share	2,134,031















<PAGE>



                           CERTIFIED PUBLIC ACCOUNTANTS
                     429 ATLANTIC AVENUE FREEPORT, NY 11520
	             TEL. (516) 623-4900 FAX: (516) 623 4996


JADE ENTERTAINMENT GROUP INC
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENT
DECEMBER 31 2002

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

NOTE I 	NATURE OF OPERATIONS

    Jade Entertainment Group, Inc. (A Development Stage Company)
(The "Company") was incorporated in the state of New York, on
July 5, 2001. The Company plans to launch an Internet search engine
to assist and attract the people requesting information on finding
specific adult content on the Internet. The Company plans to use the
website to earn income from companies who are prepared to pay to
have Web advertising in the form of positions on the search engine or
banners on the website selling their products or services. The Company
plans to solicit advertisers that are targeting sales of their
products and services to people using the Company's website. The Company's
website address is www.askjade.com.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The financial statements of the Company have been prepared in accordance
with accounting principles generally accepted in the United States. Because
a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period
necessarily involves the use of estimates, which have been made using
careful judgment.

  Development Stage Company

    The Company is a 1-velopment stage company as defined in Statement of
Financial Accounting Standards No. 7. The Company is devoting substantially
all of its current efforts to establish a new business and none of its
planned principal operations have commenced. All losses accumulated since
inception has been considered as part of the Company's development stage
activities.

   Since formation, the Company's operations have been devoted primarily to:

	Raising capital

	Developing its product

	Obtaining financing

	Developing its marketing plan

	Developing its accounting system

   These statements are presented on the basis that the Company will
continue as a going concern. This contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business over a
reasonable length of time. As shown in the accompanying financial statements,
the Company has incurred net losses since its inception and minimal revenues.

    The Company's plan to fund its future operations and activities is based
upon obtaining additional equity financing in order for the Company to
implement its business plan and generate sufficient revenues to maintain
profitable operations. There can be no assurance that the Company's plan
will be adequately implemented even if sufficient funds are obtained.
Further, any additional equity financing if obtained may be dilutive to
existing stockholders.

    If the Company is unable to obtain sufficient additional equity financing,
the Company is expected to operate under a more moderate business plan in
order to reduce operating costs while trying to slowly increase revenues and
working capital.

    These factors, as well as the Company's ability to obtain adequate
stockholder capital contributions, future equity funding and achieve and
maintain profitable operations, raise substantial doubt about the Company's
ability to continue Es a going concern. The financial statements do not
include any adjustments that night result from the outcome of these
uncertainties.

B)	Revenue Recognition

    The Company generates revenue from fees charged to clients for
predetermined click-through rates charged to its clients and banner
advertisement on the AskJade.com search engine.

    Revenue from click-through rates is recognized as it's generated in
accordance with the terms of its agreement. Additionally, revenue from banner
advertisements is recognized in accordance with the terms of the advertising
agreement and when services are provided.

C)	Deferred Revenue

    Deferred revenue represents advance deposits received from the Company's
clients for future click-through for search listing advertisements on the
askjade.com search engine. Revenue is recognized as click-through are made to
a client's website.

D)	Income Taxes

    The Company has adopted Statement of Financial Accounting Standards no. 109
"Accounting for Income Taxes " (SFAS 109) ". SFAS No. 109 requires
recognition of deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the financial
statements or tax returns.

    Deferred tax liabilities and assets are determined based on temporary
differences between the financial statement and tax I a 3es of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The effect on deferred tax liabilities
and assets of a change in tax rates is recognized in income in the period
that includes the enactment date.

    If it is more likely than not that some portion or all of a deferred tax
asset will not be realized, a valuation allowance is recognized. Since it is
a development stage company, a 100% valuation allowance has been recognized
for the period presented.

E)	Net Loss Per Share

    Earnings per share are determined in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings per Share". This statement
establishes standards for computing and presenting earnings per share
("EPS"). It replaces the presentation of primary EPS with a presentation of
basic EPS.

    The net loss per share is computed by dividing the net loss for the
period by the weighted average number of shares outstanding (as adjusted
retroactively for the dilutive effect of common stock options) for the
period plus the dilutive effect of outstanding common stock options and
warrants considered to be common stock, equivalents. Stock options and
other common stock equivalents are excluded from the calculations, as
their effect would be anti-dilutive. Common stock issued for nominal
consideration is deemed outstanding for all historical periods.

F)	Use of Estimates

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


NOTE 3 	INCOME TAXES

    The Company has a net loss of $107,556 for the period ended
December 31, 2002 The resulting deferred tax asset has been offset
by a valuation allowance equal to the deferred tax asset, as the
realization of such deferred tax asset is uncertain.

NOTE 4 The Factors described above in "Limited History of Operations; Net
Losses: Company is a "Start-Up" with nominal Revenues c Date" raise
substantial doubt about the Company's ability to continue as a going concern.
In this regard, see the Report of Independent Certified Public Accountants
accompanying the Company's audited finical statements appearing elsewhere
herein which cites substantial doubt about the Company's ability to continue
as a going concern. There can be no assurance that the Company will achieve
profitability or generate positive cash flow in the future. As a result of
these and other factors, there can be no assurance, that the Company's
proposed activities and/or acquisitions will be successful or that the Company
will be a)!e to achieve or maintain profitable operations. If the Company
fails to achieve profitability, its growth strategies could be materially and
adversely affected.

NOTE 4 	COMMITMENTS AND CONTINGENCIES

    (A) Marketing Agreement: The Company has entered into a marketing
agreement with a company that is controlled by the Company's majority
stockholder. The agreement is on a month to month basis and calls for
payments of $5000 per month.

     Sub-lease Agreement: The Company has entered into a sub-lease
agreement with a company that is Controlled by the company's majority
stockholder. The agreement provides for the use of office space,
office equipment, telephone, Internet access and other amenities as
needed. The amount of monthly rent to be paid is not to exceed $1,800
per month and the agreement is month to month.

     Other Contingencies: The Company's business model maybe affected by other
entities' business models and certain patents on those business models that
may affect the operations of the Company. At this time, the Company is unable
to determine whether or not other entities' business models and related
patents will or will not affect the Company's operations and the
implementation of its business plan.

     As indicated in Note 1, the operations of the Company are expected to be
concentrated in the facilitation of electronic identification and distribution
of adult content, There may be laws or regulations in the United States or
other countries that may affect the operations of the Company.

NOTE 5 	STOCKHOLDERS'EQUITY

    At the time of inception, The Company issued a total of 1,500,000 shares to
its two founders. The shares were issued at par value and were purchased for
$100 in cash and $1,400 in services contributed at inception.


    GOING CONCERN REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
    DECEMBER 31, 2002

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


    The Factors described above in "Limited History of Operations; Net Losses:
Company is a "Start-Up" with nominal Revenues to, Date" raise substantial
doubt about the Company's ability to continue as a going concern. In this
regard, see the Report of Independent Certified Public Accountants
accompanying the Company's audited financial statements appearing elsewhere
herein which cites substantial doubt about the Company's ability to continue
as a going concern. There can be no assurance that the Company will achieve
profitability or generate positive cash flow in the future. As a result of
these and other factors, there can be no assurance that the Company's
proposed activities and/or acquisitions will be successful or that the
Company will be able to achieve or maintain profitable operations. If the
Company fails to achieve profitability, its growth strategies could be
materially and adversely affected.






                         CERTIFIED PUBLIC ACCOUNTANTS

                  429 ATLANTIC AVENUE FREEPORT, NY 11520
	         TEL: (516) 623-4900 FAX: (516) 623 4996


<PAGE>

 (B)		REPORTS ON FORM 8-K

     No reports on Form8-K were filed during the quarter ended
December31, 2002.

 (C)  EXHIBITS

    The following exhibits are filed herewith or are incorporated
by reference to exhibits previously filed with the Commission.
The Company shall furnish copies of exhibits for a reasonable
fee (covering the expense of furnishing copies) upon request.

   EXHIBIT
    NUMBER	    EXHIBIT
    -------	  -----------
     3.1	Amended and Restated Certificate of Incorporation of
                Jade Entertainment Group, Inc. (1)
     3.2	Bylaws of Jade Entertainment Group, Inc.(2)
     3.3	Specimen Stock Certificate (3)
    23.1	Consent from Eisner C.P.A. P.C.
    99.1	Certification of the Chief Executive Officer and Chief
                 Financial Officer  pursuant to Section906 of the
                 Sarbanes-Oxley Act of 2002
-----------
(1)  Previously filed as Exhibit3.1 to the Registrants FormSB-1 filed
 with the Securities and Exchange Commission on December13, 2001 and
incorporated by reference herein.

(2)  Previously filed as Exhibit3.2 to the Registrants FormSB-1 filed
 with the Securities and Exchange Commission on December 13, 2001 and
incorporated by reference herein.

(3) Previously filed as Exhibit3.3 to the Registrants FormSB-1 filed
with the Securities and Exchange Commission on December 13, 2001 and
incorporated by reference herein.




SIGNATURES

     Pursuant to the requirements of Section13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized, on April 14, 2003.

		Jade Entertainment Group, Inc.

		By: /s/TIMOTHY SCHMIDT
                -------------------------
			Timothy Schmidt
            President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints, Timothy Schmidt, each
of them acting individually, as his or her attorney-in-fact, each
with full power of substitution, for him or her any and all
    capacities, to sign any and all amendments to this Form10-KSB,
with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission
or any regulatory authority, granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and
purposes as he or she might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents,
or any of them, or their substitute or substitutes, may lawfully do
or cause to be done.

     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.

<TABLE>

    SIGNATURE	       	  TITLE	   	                            DATE
    
  	         <c>                                      <c>
/s/ TIMOTHY SCHMIDT
-----------------------
(Timothy Schmidt)           President, Chief Executive Officer,
                            Chief Financial Officer and Director
                            (Principal Executive Officer) 	   April 25, 2003

/s/ Ray Barton
------------------------
(Ray Barton)                 Chairman of the Board of Directors    April 25, 2003

</TABLE>
Exhibit 99.1


I, Timothy Schmidt, certify that:

1. I have reviewed this annual report on Form10-KSB of Jade
Entertainment Group, Inc.;

2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;

4. The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:

(a)designed such disclosure controls and procedures to
 ensure that material information relating to the registrant,
 including its consolidated subsidiaries, is made known to us
 by others within those entities, particularly during the
 period in which this annual report is being prepared;
 (b)evaluated the effectiveness of the registrants
 disclosure controls and procedures as of a date within 90
 days prior to the filing date of this annual report (the
 Evaluation Date); and
 (c)presented in this annual report our conclusions about
 the effectiveness of the disclosure controls and procedures
 based on our evaluation as of the Evaluation Date;

    5. The registrants other certifying officers and I have disclosed,
 bsed on our most recent evaluation, to the registrants auditors
and the audit committee of registrants board of directors (or
persons performing the equivalent function):

    (a)all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material
weaknesses in internal controls; and
(b)any fraud, whether or not material, that involves management
 or other employees who have a significant role in the
    registrants internal controls; and


6. The registrants other certifying officers and I have indicated
in this annual report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.


Date: April 25, 2003


/s/ Timothy Schmidt
-----------------------
Timothy Schmidt
Chief Executive Officer and
Chief Financial Officer