U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-KSB

                                   (Mark One)
                 [X] Annual report under section 13 or 15(d) of
               the Securities Exchange Act of 1934 for the fiscal
                          year ended December 31, 2003

               [ ] Transition report under section 13 or 15(d) of
                   the Securities Exchange Act of 1934 for the
                      transition period from ____ to ____.

                           Commission File No: 0-33177

                              OTC DREAMWERKS, INC.
                              --------------------
                     (Name of small business in its charter)

                               Utah             88-0422567
                     (State of Incorporation) (IRS Employer
                               Identification No.)

                             481 N. Seranado Street
                             ----------------------
            Address of Principal Executive Office (street and number)

                            Orange, California 92869
                            City, State and Zip Code

         (Issuer's telephone number) (714) 633-8083; Fax:(603) 375-6582

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

                               Title of each class
                                       N/A

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

                          Common Stock, $.001 par value
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X  No____

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

State issuer's revenue for its most recent fiscal year: $ -0-


                                      -11-
<PAGE>



State the aggregate market value of the voting stock held by non- affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked price of such stock, as of a speci- fied date within the past 60
days (See definition of affiliate in Rule 12b-2): -0-

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

(Issuers involved in bankruptcy proceedings during the past five years) Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes ____ No ____

(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: 13,520,000 as of December 31, 2003.

(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933 ("Securities Act"). The listed documents
should be clearly described for identification purposes.


<PAGE>



                                   PART I


ITEM 1.        DESCRIPTION OF BUSINESS

General

     OTC DREAMWERKS, INC. (the Company) is a Utah corporation formed on January
23, 1998. Its principal place of business is located at 481 N. Seranado Street,
Orange, California 92869 The Company is the developer of OTC Market2000.com, an
internet website providing the over-the-counter investor with daily analysis of
the OTC-Bulletin Board stock performance. The Company is also the developer of
TheHotPinks.com, an internet website providing the over-the-counter investor
with daily analysis of the OTC common stock performance of non-OTC-Bulletin
Board stocks. The Company's objective is to provide high quality services,
maximize investor traffic and present OTCMarket2000.com and TheHotPinks.com as
attractive environments for advertising and electronic commerce.

Item 2.     Description of Property.

The Company at present has no interest in any real property. The Company neither
owns nor leases any real property. Office services are provided without charge
by a director. Such costs are immaterial to the financial statements, and
accordingly, have not been reflected therein.

Item 3.      Legal Proceedings.

The Company is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against the company has been
threatened.

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

No matters were submitted to a vote of the security holders of the Company
during the fiscal year which ended December 31, 2003.

Part II

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

(a)  Market Information.

The Shares have not previously been traded on any securities exchange. There is
no common stock of the Company that is subject to outstanding options or
warrants to purchase, or securities convertible into that stock. There are
13,520,000 common shares of the Company outstanding at December 31, 2003.


(b) Holders of Common Equity.

As of December 31, 2003, there were 19 shareholders of record of the Company's
common stock.

(c)  Dividends.

The Company has not declared or paid any dividends. The Board of Directors
presently intends to retain any earnings to finance the Company's operations and
does not expect to authorize cash dividends in the foreseeable future. Any
payment of cash dividends in the future will depend upon the Company's earnings,
capital requirements and other factors.



<PAGE>




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

The following discussion should be read in conjunction with the financial
statements of the Company and notes thereto contained elsewhere in this report.

Plan of Operation

The Company plans to develop its two websites to provide internet users with a
comprehensive web site where they can obtain information on the OTC stock
market, the companies trading there and the goods and services provided by these
companies. In September, 2002, the Company ceased its daily analysis of the OTC
stock market on its two websites due to lack of funds. The two websites are
still operational, but only with static information. The Company had been
funding it operations by issuing corporate notes and converting those notes at
the end of the year to 3,472,000 common stock at par value for $3,472.00. The
issuance of such shares was exempt from registration under the Securities Act of
1933 by reason of Section 4(2) as a private transaction not involving a public
distribution. The Company will resume daily operations when it receives
additional funding.

We currently intend to raise additional capital in the next six months, either
in the form of equity, debt, or a combination thereof. Additional funding may be
unavailable, or if it is available, the terms of such financing may be
unacceptable to us.

We expect our future revenue to be derived from several sources including: (i)
fees from implementing our quote services on financial sites; (ii) commissions
or royalties paid by strategic partners for data received through us; (iii)
advertising on our web sites, and (iv) fees for electronic commerce services and
fees paid by affiliates featured on our web site.

We expect to hire between three to four additional employees in the next six
months, depending on demand for the products and services we offer and the
growth of our operations generally, as may be necessary to sustain growth and to
remain competitive. The nature of our business is the development of OTC stock
market analysis on the Internet. Our primary web sites are www.OTCMarket2000.com
and www.TheHotPinks.com.

Employees. The Company's has two employees at the present time which are the
Company's officers and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the Company. We
expect to hire between three to four additional employees in the next six
months, depending on demand for the products and services we offer and the
growth of our operations generally, as may be necessary to sustain growth and to
remain competitive.

Item 7.  Financial Statements.


<PAGE>



                  INDEPENDENT AUDITORS' REPORT

Board or Directors
OTC Dreamwerks, Inc.
Costa Mesa, California

We have audited the balance sheet of OTC Dreamwerks, Inc., for the year ended
December 31, 2003, and the related statements of operations, stockholders'
equity and cash flows for the year ended December 31, 2003 and December 31,
2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OTC Dreamwerks, Inc. at
December 31, 2003, and the results of its operations and cash flows for the
years ended December 31, 2003 and December 31, 2002, in conformity with
generally accepted accounting principles.

Banker & Co.
/s/Jitendra Shantikumar Banker
------------------------------
Jitendra Shantikumar Banker, C.P.A.
(License No. 01696129)
Certified Public Accountant
Costa Mesa, California
January 31, 2004


<PAGE>
<TABLE>
<CAPTION>

                                        OTC DREAMWERKS, INC.
                                   (A Development Stage Company)
                                           BALANCE SHEET
                                      Dated December 31, 2003

                                                              Year Ended

                                          Dec. 31, 2003      Dec. 31, 2002      Dec.31, 2001
                                          -------------      -------------      ------------
<S>                                       <C>                <C>                <C>
ASSETS
CURRENT ASSETS:
Cash                                           $0                  $0            $0
Accounts Receivable

TOTAL CURRENT ASSETS                           $0                  $0            $0
ORGANIZATIONAL COSTS, NET
TOTAL ASSETS                                   $0                  $0            $0
                                               ==                  ==            ==

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable                               $0                  $0            $0
TOTAL CURRENT LIABILITIES LONG-TERM            $0
DEBT
   Shareholder Loan                           ($35)
TOTAL LIABILITIES                              $35                 $0            $0
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value
authorized 100,000,000 shares, issued
and outstanding at Dec 31, 2003,
13,520,000 shares                            $13,520
   Dec 31, 2002, 13,520,000 shares                              $13,520
   Dec 31, 2001, 1,048,000 shares                                             $10,048

Stock Subscription Receivable
Additional paid in Capital                   $50,900            $50,900       $50,900
Deficit Accumulated During Development
Stage                                       ($64,455)          ($64,420)      $60,948)
  TOTAL STOCKHOLDERS' EQUITY                  ($35)                $0            $0
                                              -----                --            --
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                         $0                  $0            $0
                                               ==                  ==            ==

See accompanying notes to financial statements.


<PAGE>


                                        OTC DREAMWERKS, INC.
                                   (A Development Stage Company)
                                      STATEMENT OF OPERATIONS
                                      Dated December 31, 2003

                                                             Year Ended

                                        Dec. 31, 2003        Dec.31, 2002          Dec.31, 2001
                                        -------------        ------------          ------------
INCOME:
Revenue
                                             $0                   $0                    $0
TOTAL INCOME
                                             $0                   $0                    $0

EXPENSES:
General, and Administrative                  $35                $3,472                $6,233
Amortization                                 $0                                         $0
Total Expenses                                                  $3,472                $6,233
Net Profit/Loss(-) From Operations          ($35)              ($3,472)              ($6,233)
Interest Income                              $0                   $0                    $4

INCOME (LOSS) BEFORE INCOME TAXES           ($35)              ($3,472)              ($6,229)
Provision for income tax                     $0                   $0                    $0
Net Income (Loss)                           ($35)               (3,472)              ($6,229)

  Deficit Balance Brought Forward         ($64,420)            ($60,948)            ($54,719)
  Deficit Balance Carryforward            ($64,455)            ($64,420)            ($60,948)
NET INCOME (LOSS) PER SHARE                  $0                   $0                    $0
    -BASIS AND DILUTED
AVERAGE NUMBER OF SHARES OF COMMON
STOCK OUTSTANDING                        13,520,000           13,520,000            10,048,000


See accompanying notes to financial statements.


<PAGE>



                                                   OTC DREAMWERKS, INC.
                                              (A Development Stage Company)
                                            STATEMENT OF STOCKHOLDERS' EQUITY
                                                 Dated December 31, 2003

                                                                     Additional    (Deficit)
                                                                       paid-in  Accumulated During    Total Shareholders
                                Common Shares     Stock Amount         capital  Development Stage           Equity
Issued for cash and
organizational costs
Jan 23, 1998                       1,000,000          $1,000            $1,000                              $2000
Stock Issued for Services-
       Nov 25, 1998                   40,000             $40                                                 $40
Net Income Jan 23, 1998
(inception) to Dec 31,
1998                                                                                ($66,212)             ($66,212)

Balance December 31, 1998          1,040,000          $1,040            $1,000      ($66,212)             ($64,172)
                                   =========          ======            ======      =========             =========

Stock Issued for Services-
       April 20, 1999                 66,000             $66                                                 $66

Net Income to Dec 31, 1999                                                           $11,336               $11,336

Balance December 31, 1999          1,106,000          $1,106            $1,000      ($54,876)             ($52,770)
                                   =========          ======            ======      =========             =========

Stock Issued for Corp.
Note
       July 7, 2000                  100,000            $100           $49,900                             $50,000

Stock Issued for Services-
       Dec 11, 2000                   20,000             $20                                                 $20

Stock Issued for Services-
       Dec 11, 2000                2,750,000          $2,750                                                $2,750

Net Income to Dec 31, 2000                                                             $157                  $157

Balance Dec 31, 2000               3,976,000          $3,976           $50,900      ($54,719)                $157
                                   =========          ======           =======      =========                ====


Stock Issued for Cash              6,072,000          $6,072                                                $6,072

Net Income to December                                                                                     ($6,229)
31, 2001
                                                                                     ($6,229)

Balance December 31, 2001         10,048,000         $10,048           $50,900      ($60,948)                 $0
                                  ==========         =======           =======      =========                 ==

Stock Issued for Corp Note         3,472,000          $3,472                                                $3,472
Net Income to December                                                                                     ($3,472)
31, 2002                                                                             ($3,472)

Balance December 31, 2002         13,520,000         $13,520           $50,900      ($64,420)                 $0
                                  ==========         =======           =======      =========                 ==

Net Income to December
31, 2003                                                                              ($35)                 ($35)

Balance December 31, 2003         13,520,000         $13,520           $50,900      ($64,455)               ($35)
                                  ==========         =======           =======      =========               =====

See accompanying notes to financial statements.


<PAGE>




                              OTC DREAMWERKS, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                             Dated December 31, 2003



                                         Dec. 31, 2003  Dec. 31, 2002  Dec.31, 2001
                                         -------------  -------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                            ($35)        ($3,472)        ($6,229)
Stock Issued for Services                                                    $0
Increase (Decrease) in Assets
Increase (Decrease) in Liabilities
          Net Cash (Used) In Operating
Activities                                   ($35)        ($3,472)        ($6,229)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of organizational costs

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash
Issuance of common stock for debt conv.        $0          $3,472          $6,072
Issuance of Corp. Note to Shareholder         $35

Net Increase (Decrease) in Cash                $0            $0            ($157)

Cash, Beginning of Period                      $0            $0             $157
                                                             ==             ====

Cash, End of Period                            $0            $0              $0
                                               ==            ==              ==

See accompanying notes to financial statements.

</TABLE>
<PAGE>

                              OTC DREAMWERKS, INC.
                          (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 2003

NOTE 1 - HISTORY

OTC DREAMWERKS, INC. (the Company) is a Utah corporation formed on January 23,
1998. Its principal place of business is located at 481 N. Seranado Street,
Orange, California 92869. The Company is the developer of OTC Market2000.com, an
internet website providing the over-the-counter investor with daily analysis of
the OTC-Bulletin Board stock performance. The Company is also the developer of
TheHotPinks.com, an internet website providing the over-the-counter investor
with daily analysis of the OTC common stock performance of non-OTC-Bulletin
Board stocks. The Company's objective is to provide high quality services,
maximize investor traffic and present OTCMarket2000.com and TheHotPinks.com as
attractive environments for advertising and electronic commerce.

During the year ended December 31, 1998, the Company issued 1,000,000 shares of
common stock for $2000.00 cash. The Company also issued 40,000 shares for
services rendered. The stock was issued at par value because the stock has no
market value and the value of the services rendered could not be determined.

In April, 1999, the Company received a loan on the amount of $50,000. The loan
was converted into 100,000 common shares of stock on July 7, 2000.

During the year ended December 31, 1999, the Company issued 66,000 shares of
common stock for services rendered. The stock was issued at par value because
the stock has no market value and the value of the services rendered could not
be determined.

During the year ended December 31, 2000, the Company issued 2,870,000 shares of
common stock for services rendered. The stock was issued at par value because
the stock has no market value and the value of the services rendered could not
be determined.

During the year ended December 31, 2001, the Company issued 6,072,000 shares of
common stock for cash.

During the year ended December 31, 2002, the Company issued 3,472,000 shares of
common stock for conversion of corporate notes.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

The Company has adopted the following accounting policies and procedures:

         1. The Company uses the accrual method of accounting.

         2. Earnings (loss) per share is calculated using a weighted
         averaged number of shares of common stock outstanding.

         3. The Company has elected a fiscal year ending December 31th.

NOTE 3 - EMPLOYEE STOCK OPTION PLAN

On August 15, 1999, the stockholders approved setting aside 500,000 shares of
common stock for an employee stock bonus plan, the terms of which are to be
determined by the Board of Directors. No stock has been issued under this plan.

NOTE 4 - WARRANTS AND OPTIONS

There are no warrants or stock  options  outstanding  to acquire any  additional
shares of common stock of the Company.


<PAGE>



NOTE 5 - GOING CONCERN

The Company's financial statements have been presented on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As shown in the financial statements, the
Company has incurred substantial operating losses for the past several years and
has an excess of liabilities over assets at December 31, 2003. The Company's
ability to continue as a going concern is contingent upon its ability to operate
profitably, to obtain additional equity investment, or to merge with an
operating company.

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

None

Part III.

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

Identification of Directors and Executive Officers of the Company.

The following table sets forth the names and ages of all directors and executive
officers of the Company and all persons nominated or chosen to become a
director, indicating all positions and offices with the Company held by each
such person and the period during which she has served as a director:

The principal executive officers and directors of the Company are as follows:

Name/Address            Age          Position                   Term
-------------------------------------------------------------------------------

Rita Thomas             56           President/Director         1998 to Present
481 N. Seranado St.
Orange, California 92869

Business Experience.

The following is a brief account of the business  experience during at the least
the last five  years of the  director  and  executive  officer,  indicating  her
principal  occupation  and  employment  during  that  period,  and the names and
principal  businesses  of  the  organizations  in  which  such  occupations  and
employment were carried out.

Rita Thomas, age 56, is president of Thomas & Associates, a paralegal services
firm in Orange, California. From 1990 to present Ms. Thomas has provided legal
support services including document and information research, teaching and
litigation staff support for various legal firms. From 1985 to April, 1990, Ms.
Thomas owned and operated Select Care Products, Inc., a company offering
individual distributorship programs for pet care products. Ms. Thomas has been a
financial consultant and an independent Life and Health Insurance Agent and
Broker between 1986 and present. Between 1961 and 1989, Ms. Thomas has taught in
public school and private school from kindergarten through university level in
Louisiana, Virginia, Texas, Pennsylvania, Colorado, and California. Ms. Thomas
was Director of Paralegal Studies, Orange Coast College, California from 1989 to
1991 where she was involved in administration of student and teacher activities
and counseling of legal studies and teaching in legal and computer classes. Ms.
Thomas is the President and Director of Mill Creek Research, Inc. and Regency
Capital West, Inc., both of which are public reporting companies. Between 1965
and 1967, Ms. Thomas received her degrees in BA Education and MEd. from McNeese
State University, Lake Charles, Louisiana where she was Director of Childcare
Center. Ms. Thomas received her juris doctorate degree in 1985 from Western
State University, Fullerton, California.

Section 16(a) Compliance.

During the year ended December 31, 2003, the following persons were officers,
directors and more than ten-percent shareholders of the Company's common stock:



<PAGE>


Name                       Position                           Filed Reports

Rita Thomas                Pres, Director                     Yes

Villa Nova Mgmt. Co.       Shareholder                        Yes

Stevens & Lee Inv. Co.     Shareholder                        Yes


Item 10.  Executive Compensation.

No officer or director of the Company presently receives any remuneration. There
is no annuity, profit sharing, pension or retirement benefits proposed to be
paid to officers, directors, or employees of the Company in the event of
retirement at normal retirement date as there is no existing plan provided or
contributed to by the Company. No stock options are proposed to be paid in the
future directly or indirectly by the Company to any officer or director as there
is no such plan which presently exists.

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

The following table sets forth each person known to the Company, as of December
31, 2003, to be a beneficial owner of five percent (5%) or more of the Company's
common stock, by the Company's directors individually, and by all of the
Company's directors and executive officers as a group. Except as noted, each
person has sole voting and investment power with respect to the shares shown.

Title of     Name/Address                   Shares            Percentage
Class        of Owner                       Owned             Beneficially Owned

Common       Rita Thomas                      45,000            .33 %
             3700 Susan St., Ste. 200
             Santa Ana, CA  92626

             Villa Nova Mgmt. Co. (1)       9,226,489         68.24 %
             1800 Boulder Hwy
             Henderson, NV 89104

             Stevens & Lee Inv. Co. (2)     3,472,000         25.68%
             2021 Lakewood Drive
             Loveland, Colorado 80538

             Directors and Officers            45,000           .33 %
             as a group

(1) Villa Nova Management Co. is majority owned by Dr. Sandra Sawyer, former
President and Director of the Company. Dr. Sawyer resigned from the Company in
1998. (2) Stevens & Lee Inv. Co. is majority owned by Dr. Sandra Sawyer, former
President and Director of the Company. Dr. Sawyer resigned from the Company in
1998.

Item 12.   Certain Relationships and Related Transactions.

     On April 7, 2003, Mr. Vincent van den Brink resigned as an Officer and
Director of the Registrant. Ms. Rita Thomas remains as President and Director of
the Registrant.

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

         None




<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of OTC Dreamwerks, Inc. (the
"Registrant") on Form 10-KSB for the period ending December 31, 2003, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Rita Thomas, Chairman of the Board of Directors, President, and Chief
Executive Officer of the Registrant, certify, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, that:

     1. I have reviewed this annual report on Form 10-KSB of the Registrant;

     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. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Registrant and I 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 me by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

     b) evaluated the effectiveness of the Registrant's 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. I have disclosed, based on our most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's 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 Registrant's ability to record,
     process, summarize and report financial data and have identified for the
     Registrant's 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 Registrant's internal
     controls; and

     6. 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.

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

January 31, 2004                                 OTC Dreamwerks, Inc.

                                                 /s/ Rita Thomas
                                                 ----------------------
                                                 Rita Thomas, President


<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of US Biodefense, Inc. (formerly
Piedmont, Inc.) (the "Registrant") on Form 10-QSB for the quarterly period
ending December 31, 2003 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, Rita Thomas, Chief Executive Officer and
Chief Financial Officer of the Registrant, certify, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

1.   the report fully complies with the requirements of Section 13(a) or 15(d)
     of the Exchange Act; and

2.   the information contained in the report fairly presents, in all material
     respects, the financial condition and results of operations of the issuer;
     and

3.   A signed original of this written statement required by Section 906 has
     been provided to the Registrant and will be retained by the Registrant and
     furnished to the Securities and Exchange Commission or its staff upon
     request.

Pursuant to the requirements of Section 13(a) 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.

                                            OTC Dreamwerks, Inc.
                                            (Registrant)

Date: January 31, 2004                      /s/Rita Thomas
                                            -----------------------------
                                            Rita Thomas
                                            Chief Executive Officer, and
                                            Chief Financial Officer






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

                                                   OTC Dreamwerks, Inc.

January 31, 2004                                   /s/ Rita Thomas
                                                   ---------------------
                                                   Rita Thomas, Director