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, 2002

                   _____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. Seranada 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 Section12(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. ___


<PAGE>

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

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 priced 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, 2002.

(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.  Seranada  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, 2002.

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, 2002.


(b) Holders of Common Equity.

As of December 31, 2002,  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.


<PAGE>

Item 7.  Financial Statements.

                  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,  2002,  and the related  statements  of  operations,  stockholders'
equity and cash flows for the year ended  December  31,  2002 and  December  31,
2001.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our 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,  2002,  and the results of its  operations  and cash flows for the
years  ended  December  31, 2002 and  December  31,  2001,  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
August 18, 2003
<PAGE>

                              OTC DREAMWERKS, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                             Dated December 31, 2002
                                                           Year Ended
                                                   Dec. 31, 2002   Dec.31, 2001
                                                   -------------   ------------
ASSETS
CURRENT ASSETS:
Cash                                                  $      0       $      0
Accounts Receivable

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

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable                                      $      0       $      0
TOTAL CURRENT LIABILITIES
LONG-TERM DEBT

STOCKHOLDERS' EQUITY:
Common stock, $.001 par value authorized
100,000,000 shares, issued and
outstanding at Dec 31, 2002, 13,520,000
shares  Dec 31, 2001, 10,048,000 shares               $ 13,520       $ 10,048


Stock Subscription Receivable
Additional paid in Capital                            $ 50,900       $ 50,900
Deficit Accumulated During Development
Stage                                                 ($64,420)      ($60,948)
  TOTAL STOCKHOLDERS' EQUITY                          $      0       $      0
                                                      --------       --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                                $      0       $      0
                                                      ========       ========
See accompanying notes to financial statements.
<PAGE>

                              OTC DREAMWERKS, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                             Dated December 31, 2002


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

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

INCOME (LOSS) BEFORE INCOME TAXES            ($     3,472)     ($     6,229)
Provision for income tax                                0      $          0
NET INCOME (LOSS)                                  (3,472)     ($     6,229)
NET INCOME (LOSS) PER SHARE                  $          0      $          0
    -BASIS AND DILUTED
AVERAGE NUMBER OF SHARES OF COMMON             13,520,000        10,048,000
STOCK OUTSTANDING

See accompanying notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>

                                                   OTC DREAMWERKS, INC.
                                              (A Development Stage Company)
                                            STATEMENT OF STOCKHOLDERS' EQUITY
                                                 Dated December 31, 2002
                                                                                Additional         (Deficit)
                                                                                paid-in        Accumulated During
                                      Common Shares      Stock Amount           capital             Development
                                                                                                    Stage
                                      -------------      -----------            ---------      -------------------
<S>                                   <C>                <C>                    <C>            <C>
Issued for cash and
organizational costs
Jan 23, 1998                           1,000,000            $1,000              $1,000
Stock Issued for Services-
       Nov 25, 1998                       40,000               $40
Net Income Jan 23, 1998
(inception) to Dec 31, 1998                                                                          $0

Balance December 31, 1998              1,040,000            $1,040              $1,000             -$2,040
                                       =========            ======              ======             =======

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

Net Income to Dec 31, 1999                                                                         $11,336

Balance December 31, 1999              1,106,000            $1,106              $1,000             $ 9,296
                                       =========            ======              ======             =======

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

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

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

Net Income to Dec 31, 2000                                                                           $157

Balance Dec 31, 2000                   3,976,000            $3,976             $50,900             $9,453
                                       =========            ======             =======             ======

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

Net Income to December 31,
2001                                                                                              -$6,229

Balance December 31, 2001             10,048,000           $10,048             $50,900             $3,224
                                      ==========           =======             =======             ======

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

Balance December 31, 2002             13,520,000           $13,520             $50,900              -$248
                                      ==========           =======             =======              =====

See accompanying notes to financial statements.
</TABLE>
<PAGE>

                              OTC DREAMWERKS, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                             Dated December 31, 2002


                                               Dec. 31, 2002    Dec.31, 2001
                                               -------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                 -$3,472          -$6,229
Stock Issued for Services                                             $0
Increase (Decrease) in Assets
Increase (Decrease) in Liabilities
     Net Cash (Used) In Operating Activities      -$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.
Issuance of Corp. Note                             $3,472           $6,072

Net Increase (Decrease) in Cash                   -$3,472           -$157

Cash, Beginning of Period                            40              $157
                                                     ==              ====

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

See accompanying notes to financial statements.


<PAGE>

                              OTC DREAMWERKS, INC.
                          (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 2002

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. Seranada 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.



<PAGE>

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.

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, 2002. 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 he has served as a director:

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

Name/Address                    Age    Position            Term
------------                    ---    --------            ----
Vincent van den Brink           61     President/Director  1998 to April 7, 2003
1001 W. 17th Street, Ste. M
Costa Mesa, California 92626

Rita Thomas                     56     Secretary/Director  1998 to Present
1001 W. 17th Street, Ste. M
Costa Mesa, California 92626



<PAGE>

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 his
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.

Vincent van den Brink has been President and Director of the Company since 1998.
Since October 1997 to present, he has been a Financial Consultant with Airway
Capital, Costa Mesa, California, providing asset based lending, factoring,
equipment leasing, and export financing for various businesses. From June 1985
until May 1997, he was a Business Consultant writing business plans and business
development plans for companies across the country. Since 1978 to present, in
addition to working for the above companies, he has been operating an export
business providing export consulting, export products and sourcing products for
international clients. Mr. Van den Brink is the President of Morgan Clark
Management Co., Inc., and Piedmont, Inc., both of which are public reporting
companies. He holds a Bachelor's degrees in automotive engineering from the Auto
Technische School in Apeldoorn, Netherlands. He is fluent in English, Dutch,
German and Afrikaans.

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.



<PAGE>

Section 16(a) Compliance.

During the year ended December 31, 2002, the following persons were officers,
directors and more than ten-percent shareholders of the Company's common stock:

Name                         Position                           Filed Reports

Vincent van den Brink      Pres, Director,                          Yes


Rita Thomas                Secretary, 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, 2002, 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            Vincent van den Brink            25,781            .19 %
                  3700 Susan St., Ste. 200
                  Santa Ana, CA  92626

                  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


<PAGE>

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

                  Directors and Officers           70,781             .52 %
                  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, 2002, 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:


<PAGE>

     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.

August 20, 2003                                      OTC Dreamwerks, Inc.

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

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.

August 20, 2003                                      /s/ Rita Thomas
                                                     ---------------
                                                     Rita Thomas, Director