SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

     FORM 10-KSB

     (Mark One) [X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

     [ ]  Transitional  Report  Under  Section  13 or  15(d)  of the  Securities
Exchange Act of 1934

     For the fiscal year ended June 30, 2002

     Commission File No. 001-31347


     AXTION FOODS, INC. (Name of small business issuer in its charter)


           California                                         33-0906297

           --------                                            ----------
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                                      4025 Camino Del Rio South
                                                       Suite 300
                                                 San Diego, California.
                                                     619-542-7149

     (Address,  including zip code and telephone number, including area code, of
registrant's executive offices)

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

     Securities registered under Section 12(g) of the Exchange Act: Common Stock
(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 of 1934 during the preceding
12 months (or for such shorter period that the Company 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 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.

Issuer's revenues for its most recent fiscal year: $0.00.

     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 prices of such stock, as of a specified date within
the past 60 days: As of June 4, 2002 $175,000.

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of June 4, 2002 there were
26,982,000 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference: None

This Form 10-KSB consists of  Seventeen Pages
Exhibit Index is located at Page Sixteen

     TABLE OF CONTENTS

     FORM 10-KSB ANNUAL REPORT

     AXTION FOODS, INC.




                                                                            PAGE
                                                                      ----

Facing Page
Index
PART I
Item 1.    Description of Business.................................     1
Item 2.    Description of Property.................................     7
Item 3.    Legal Proceedings.......................................     7
Item 4.    Submission of Matters to a Vote of
               Security Holders....................................     8

PART II
Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters.....................     8
Item 6.    Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations..........................................     8
Item 7     Financial Statements....................................   F-1-F-20
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure............................    12


PART III
Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act...................     8
Item 10.   Executive Compensation..................................    13
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management...............................    14
Item 12.   Certain Relationships and Related
               Transactions........................................    15

PART IV
Item 13.   Exhibits and Reports on Form 8-K........................    16


SIGNATURES.........................................................    17











                                                                          PART I

ITEM 1. DESCRIPTION OF BUSINESS.

History


     Axtion  Foods,  Inc.  was  incorporated  under  the  laws of the  State  of
California on April 20, 2000.

     We are a development stage company. We are engaged in the development,
manufacturing and distribution of health bars and health drinks. As of the date
of this prospectus we have completed the development of a health bar, called the
"Axtion Bar," but we have not yet completed the development of the health drink.
We intend to market our products in three principal categories: sports
nutrition; diet; and healthy snacks. Axtion plans to sell its products to mass
volume retailers, health food stores and a combination of other channels,
including health clubs and gyms, international markets and private label
manufacturing and independent distributors. We plan to establish our
distribution channels throughout the United States and Canada. We are currently
developing only two products for which we have purchased the formulas.

     Our administrative office is located at 4025 Camino Del Rio South, Suite
300, San Diego, California. Our telephone number is 760-436-3124. Our Internet
address is www.axtionfoods.com.

Business

     Axtion currently has two products, a health bar which is fully developed,
and a health drink, which is not yet fully developed. The health bar is called
the "Axtion Bar" and comes in two flavors, nutty chocolate and peanut butter.
Our health drink will be named the "Hammerhead XT." These products are designed
to naturally and gently increases your body's metabolism by activating and then
accelerating your body's fat-burning processes. The formulas are also designed
to provide you with a noticeable increase in sustained energy throughout the day
yet remain calm and relaxed at the same time.

     The formulas contain a blend of herbs, plant extracts, and nutrients,
including a natural extract of Zhi shi, a herbal extract which management
believes enables your body to burn fat and increase energy in a safe and
effective way without all of the negative effects of other thermogenic formulas.
Other ingredients contained in this formula are also designed to work to help
suppress your appetite, regulate blood sugar levels, support the body's
detoxification processes, and elevate your moods naturally. These ingredients
include Zhi Shi extract, kola nut extract, white willow bark, Siberian Ginseng,
kelp, pantothenic acid, also known as vitamin B5, chromium, and
artichoke/sarsaparilla extract.

     The development of the products involves turning the formulas into actual
products. For instance, with respect to the Axtion Bar, an initial batch was
prepared. This initial batch was then taste tested by management, our principal
shareholders and Dr. Cochran. Following that, a trial run of about 3,000 to
4,000 bars in each flavor was produced. These bars are then used to calculate
the average weight and size of the bar so that packaging can be cut that fits
the bar. At the same time, we hired a graphic artist to design a bar wrapper
that has been approved by management and can now been seen on our web site at
www.axtionfoods.com. Axtion has been in production since approximately March 1,
2002.

     The Axtion Bar, including the initial batches, is being produced by a
California licensed nutritional manufacturing company located in Berkely,
California. The bars are manufactured and produced by Berkeley Nutritional
Manufacturing, also known as Protein Research Associates. Axtion does not have a
formal contract with this company. Instead, the manufacturer takes purchase
orders. The manufacturer is licensed by the state of California to manufacture
food by the issuance of a "Processed Food Registration." The FDA does not
license manufacturing per se; instead it issues guidelines that are enforced
with occasional inspections. You can obtain more information about this company
by visiting their web site at http://www.proteinresearch.com/. This facility
guarantees its customers the highest quality possible. That commitment is backed
by a five million dollar product liability insurance policy. The manufacturer
charges us on a per order basis and offers the ability to take products from
concept to market and quality is factored in from the start.

     The manufacturer's comprehensive packaging capability ensures product
integrity which allows Axtion to avoid potential errors from using secondary
packages. In addition, the complete "in-house" approach enables us to avoid
exposure to product damage and to reduce freight costs. The manufacturing
process includes a number of quality-in-process checks. The equipment is
stainless steel, and cleaned with U.S. Food and Drug Administration approved
detergents. All wash down is done with approved hoses that release 160 degree
Fahrenheit water. The blending areas have fiberglass coated walls for
sanitation, high flow exhaust systems and floor drains to ensure clean, sanitary
conditions. The wrapping rooms are supplied with a filtered conditioned air
supply and are totally enclosed to prevent cross contamination.

     The health drink, the Hammerhead XT, will be developed from the formula we
acquired in the same way. All production will take place at California licensed
cannery in Edison, California. Following initial development, the Guimarra
Vineyard Corporation will bottle the health drink. Axtion does not have a
contract with this company. Instead, Axtion will issue purchase orders for
certain numbers of drinks which will then be bottled by this company. Axtion
will not begin producing the health drink until after it has sold at least five
production lots of our health bar because of the expense associated with
producing the health drink. Management calculates that Axtion will make a net
profit after all packaging and manufacturing costs of $.75 with the exception of
bars that we may sell at a discount for promotional purposes. Thus, the sale of
250,000 bars will net sufficient profit to pay for the first run of 150,000 cans
of the Hammerhead XT without the necessity of raising additional capital. The
drink development is taking place in conjunction with a professional health food
developer who is paid on a per order basis. This developer will produce our
health drink that will be shelf stable and exhibit the following
characteristics: chemically stable low acid formula, 2 year shelf life, lower
sugar, carbohydrate, and calorie content, excellent mouth feel, delicious flavor
and "last" on the palate including "lite" formulas with reduced calories.

     Since all development and manufacturing work is performed by third parties
at their processing plants, Axtion currently rents an administrative office for
administrative purposes. Once large scale production of the Axtion Bar begins,
it may rent a distribution space of approximately 500 square feet for the
purpose of coordinating and shipping orders for our Internet web site. Axtion
anticipates that the rent for such a space would be no more than $250 to $500.00
per month. Large deliveries to independent contractor sales people or third
party distributors will be shipped directly from the manufacturing facility.

     Axtion depends upon third party food processor and cannery sub-contractors
licensed by the California Department of Health Services, Food and Drug Branch,
for the manufacture and packaging of its products. These licensees are required
to observe all provisions governing the manufacturing, packaging, storage and
shipping of foods and beverages contained in the Sherman Food, Drug Cosmetic Act
embodied in the California Health And Safety Code, Sections 109875 through
112855 and state regulations promulgated under these laws. These laws, among
other things, make it a crime to manufacture food and beverage products without
a license or to manufacture food and beverage products that do not conform to
regulatory requirements. The California law also incorporates by reference all
standards and manufacturing requirements set forth in the Federal Food, Drug And
Cosmetic Act.

     California licensees, including subcontractors engaged by Axtion, are
subject to periodic inspection by state officials for compliance with all
federal and state standards for the manufacturing, labeling, storage and
shipping of foods and beverages. In addition, local county health departments
are authorized by these California laws to assist with inspection and
enforcement of California and Federal food and beverage processing and canning
standards. Licensees are subject to penalties for noncompliance with these
standards that can include license revocation or probation, criminal charges,
seizure, embargo, recall and injunctions.

     There is no established industry practice for companies such as Axtion that
purchase foods and beverages manufactured by licensed subcontractors to inspect
the subcontractors for compliance with California and Federal regulatory
requirements. Further, Axtion does not have sufficient resources or expertise to
conduct such inspections, and must instead rely upon state and county health
officials for enforcement. Under the Uniform Commercial Code, however, which has
been adopted in California, Axtion does have the right to reject nonconforming
products and demand reimbursement. Axtion does not believe that it would share
administrative, civil or criminal liability for noncompliance with California
and Federal law by its subcontractors unless Axtion was aware of the
noncompliance or otherwise did not cooperate with state and county officials if
regulatory enforcement proceedings of any kind were commenced. Penalties for
noncompliance by Axtion with California or Federal regulatory requirements could
result in, among other things, injunctions, product withdrawals, recalls,
seizures, civil monetary judgments, fines and criminal prosecutions.

     The Issuser's products are manufactured in accordance with specifications
and packaging in wrappers and cans designed by Axtion but purchased from third
parties. Management believes that the raw materials required for our products
are available in abundance. Management also believes that it has sufficient
capital to fund several bulk productions of our products and then commence and
continue marketing and sales operations for the next twelve months. The issuser
has an exclusive contract in place which protects its right to market and sell
its health bars and drinks indefinitely. If for any reason these products are
not acceptable in the market place, Axtion does not know whether it could obtain
substitute products or whether obtaining substitute products would be cost
prohibitive. There can be no assurance that market place rejection of the health
bar and drink would not have a material adverse effect on our operations.

COMPETITION

     The nutritional health food industry consists of six principal types of
suppliers: independent health food suppliers, who focus primarily on vitamins
and nutritional supplements; mass volume retail suppliers, who sell nutritional
products that have mass appeal; gym and health club product companies; direct
sale and mail order marketers; private label manufacturers; and major
pharmaceutical companies. The majority of competitors in the nutritional
supplement industry are small marketing operations focused on one or two of
these distribution channels.

     The company does not compete with any one competitor in all of its
distribution channels. The company's primary competitors in the independent and
natural health food market include Nature's Way, Nutraceuticals, Solgar,
Twinlab, Rexall Sundown and EAS. In the mass volume retail market, competitors
include Amerifit, Richardson Labs, Slim-Fast, Thompson Medical and Cybergenics.
Gyms and health club suppliers include Costello's and Nature's Best. In the
direct sale and mail order markets, competitors include Amrion, Amway, Nu-Skin,
Usana and in the private label manufacturing market, competitors include GNP,
Pharmavite, Leiner, Tishcon and Northridge Labs. In addition, large
pharmaceutical companies and packaged food and beverage companies compete with
us on a limited basis. Increased competition from such companies could have a
material adverse effect on Axtion as they have greater financial and other
resources available to them and possess extensive manufacturing, distribution
and marketing capabilities far greater than ours.

EMPLOYEES

     We have no full time employees. Our President has agreed to allocate a
portion of her time to our business activities, without compensation. This
officer anticipates that our business plan can be implemented by his devoting
minimal time per month to our business affairs and, consequently, conflicts of
interest may arise with respect to the limited time commitment by such officer.

TRADEMARKS

We do not utilize any trademarks or patent rights in our business.

GOVERNMENT REGULATIONS

     The advertising, promotion, distribution and sale of our products are
subject to regulation by numerous governmental agencies, the most active of
which is the U.S. Food and Drug Administration, which regulates our products
under the Federal Food, Drug and Cosmetic Act and regulations promulgated there
under. Axtion's products are also subject to regulation by, among other
regulatory agencies, the Consumer Product Safety Commission, the U.S. Department
of Agriculture and the Environmental Protection Agency. Advertising of our
products is subject to regulation by the U.S. Federal Trade Commission, which
regulates our advertising under the Federal Trade Commission Act. The
manufacture, labeling and advertising of our products are also regulated by
various state and local agencies as well as each foreign country to which the
Company distributes its products.

     The Dietary Supplement Health and Education Act of 1994 revised the
provisions of the FDCA concerning the regulation of dietary supplements. In the
judgment of the Company, the DSHEA is favorable to the dietary supplement
industry. The legislation for the first time defined "dietary supplement." The
term "dietary supplement" is defined as a product intended to supplement the
diet that contains one or more of certain dietary ingredients, such as a
vitamin, a mineral, an herb or botanical, an amino acid, a dietary substance for
use by man to supplement the diet by increasing the total dietary intake, or a
concentrate, metabolite, constituent, extract, or combination of the preceding
ingredients. The products marketed by the Company are regulated as dietary
supplements under the FDCA.

     Under the current provisions of the FDCA there are four categories of
claims that pertain to the regulation of dietary supplements. Health claims are
claims that describe the relationship between a nutrient or dietary ingredient
and a disease or health related condition and can be made on the labeling of
dietary supplements if supported by significant scientific agreement and
authorized by the FDA in advance via notice and comment rulemaking. Nutrient
content claims describe the nutritional value of the product and may be made if
defined by the FDA through notice and comment rulemaking and if one serving of
the product meets the definition. Health claims may also be made if a scientific
body of the U.S. government with official responsibility for the public health
has made an authoritative statement regarding the claim, the claim accurately
reflects that statement and the manufacturer, among other things, provides the
FDA with notice of and the basis for the claim at least 120 days before the
introduction of the supplement with a label containing the health claim into
interstate commerce. For health claims that the FDA has approved, no prior
notification is required.

     Statements of nutritional support or product performance, which are
permitted on labeling of dietary supplements without FDA pre-approval, are
defined to include statements that: (i) claim a benefit related to a classical
nutrient deficiency disease and discloses the prevalence of such disease in the
United States; (ii) describe the role of a nutrient or dietary ingredient
intended to affect the structure or function in humans; (iii) characterize the
documented mechanism by which a dietary ingredient acts to maintain such
structure or function; or (iv) describe general well-being from consumption of a
nutrient or dietary ingredient. In order to make a nutritional support claim the
marketer must possess substantiation to demonstrate that the claim is not false
or misleading and if the claim is for a dietary ingredient that does not provide
traditional nutritional value, prominent disclosure of the lack of FDA review of
the relevant statement and notification to the FDA of the claim is equired. Drug
claims are representations that a product is intended to diagnose, mitigate,
treat, cure or prevent a disease. Drug claims are prohibited from use in the
labeling of dietary supplements.

     Claims made for our dietary supplement products may include statements of
nutritional support and health and nutrient content claims when authorized by
the FDA or otherwise allowed by law. The FDA's interpretation of what
constitutes an acceptable statement of nutritional support may change in the
future thereby requiring that the Company revise its labeling. The FDA recently
issued a proposed rule on what constitutes permitted structure/function claims
as distinguished from prohibited disease claims. Although we believe our product
claims comply with the law, depending on the content of the final regulation, we
may need to revise its labeling. In addition, a dietary supplement that contains
a new dietary ingredient (i.e., one not on the market before October 15, 1994)
must have a history of use or other evidence of safety establishing that it is
reasonably expected to be safe. The manufacturer must notify the FDA at least 75
days before marketing products containing new dietary ingredients and provide
the FDA the information upon which the manufacturer based its conclusion that
the product has a reasonable expectation of safety.

     The FDA has also announced that it is considering promulgating new GMPs
specific to dietary supplements. Such GMPs, if promulgated, may be significantly
more rigorous than currently applicable GMP requirements and contain quality
assurance requirements similar to GMP requirements for drug products. Therefore,
the Company may be required to expend additional capital and resources on
manufacturing in the future in order to comply with the law.

     The failure of Axtion to comply with applicable FDA regulatory requirements
could result in, among other things, injunctions, product withdrawals, recalls,
product seizures, fines and criminal prosecutions. The company's advertising of
its dietary supplement products is subject to regulation by the FTC under the
FTCA. Section 5 of the FTCA prohibits unfair methods of competition and unfair
or deceptive acts or practices in or affecting commerce. Section 12 of the FTCA
provides that the dissemination or the causing to be disseminated of any false
advertisement pertaining to drugs or foods, which would include dietary
supplements, is an unfair or deceptive act or practice. Under the FTC's
Substantiation Doctrine, an advertiser is required to have a "reasonable basis"
for all objective product claims before the claims are made. Failure to
adequately substantiate claims may be considered either deceptive or unfair
practices. Pursuant to this FTC requirement the Company is required to have
adequate substantiation for all material advertising claims made for its
products.

     On November 18, 1998, the FTC issued "Dietary Supplements: An Advertising
Guide for Industry." This guide provides marketers of dietary supplements with
guidelines on applying FTC law to dietary supplement advertising. It includes
examples of the principles that should be used when interpreting and
substantiating dietary supplement advertising. Although the guide provides
additional explanation, it does not substantively change the FTC's existing
policy that all supplement marketers have an obligation to ensure that claims
are presented truthfully and to verify the adequacy of the support behind such
claims.

     The FTC has a variety of processes and remedies available to it for
enforcement, both administratively and judicially, including compulsory process,
cease and desist orders and injunctions. FTC enforcement can result in orders
requiring, among other things, limits on advertising, corrective advertising,
consumer redress, divestiture of assets, rescission of contracts and such other
relief as may be deemed necessary. A violation of such orders could have a
material adverse effect on our business, financial condition and results of
operations.

     Advertising and labeling for dietary supplements and conventional foods are
also regulated by state and local authorities. There can be no assurance that
state and local authorities will not commence regulatory action which could
restrict the permissible scope of our product claims.

     Governmental regulations in foreign countries where we may commence or
expand sales may prevent or delay entry into the market or prevent or delay the
introduction, or require the reformulation, of certain of our products.
Compliance with such foreign governmental regulations is generally the
responsibility of our distributors for those countries. These distributors are
independent contractors over whom we have limited control.

     We also may be subject to additional laws or regulations by the FDA or
other federal, state or foreign regulatory authorities, the repeal of laws or
regulations which the Company considers favorable, such as the Dietary
Supplement Health and Education Act of 1994, or more stringent interpretations
of current laws or regulations, from time to time in the future. The Company is
unable to predict the nature of such future laws, regulations, interpretations
or applications, nor can it predict what effect additional governmental
regulations or administrative orders, when and if promulgated, would have on its
business in the future. They could, however, require the reformulation of
certain products to meet new standards, the recall or discontinuance of certain
products not able to be reformulated, imposition of additional record keeping
requirements, expanded documentation of the properties of certain products,
expanded or different labeling and scientific substantiation. Any or all of such
requirements could have a material adverse affect on our business, financial
condition and results of operations.

ITEM 2. DESCRIPTION OF PROPERTY

     We have no properties and at this time has no agreements to acquire any
properties. We intend to attempt to acquire assets or a business in exchange for
its securities which assets or business is determined to be desirable for its
objectives.

     Facilities. Our principal place of business is an executive office which
consists of approximately 200 square feet of executive office space. This space
is provided to us on a rent free basis by our president, an officer and director
and it is anticipated that this arrangement will remain until such time as we
successfully consummates a merger or acquisition. Management believes that this
space will meet our needs for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

     There are no material legal proceedings to which we (or any of our officers
and directors in their capacities as such) is a party or to which our property
is subject and no such material proceedings is known by our management to be
contemplated.

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

None

                                                                         PART II

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

(a) Market Information. None.

(b) Holders. There are thirty three shareholders of our common stock.

     (c) Dividends. We have not paid any dividends on our common stock since
inception. We do not foresee that we will have the ability to pay a dividend on
our common stock in the fiscal year ending December 31, 2002.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with our audited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or our behalf. We disclaim any obligation to update forward
looking statements.

     We are a start-up, development stage company. We are engaged in the
development, manufacturing and distribution of health bars and drinks. As of the
date of this prospectus we have completed the development of our health bar but
we have not yet completed the development of our health drink. We have received
our first orders for the Axtion Bars. We intend to market our products in three
principal categories: sports nutrition; diet; and healthy snacks.

     Axtion plans to sell its products to mass volume retailers, health food
stores and a combination of other channels, including health clubs and gyms,
international markets and private label manufacturing and independent
distributors. We plan to establish our distribution channels throughout the
United States and Canada. We are currently developing only two products for
which we have purchased the formulas. We commenced business operations as a
nutritional foods distributor on July 1, 2001.

     Prior to July 1, 2001 the company had no business operations. To date, we
have not completed the development of our proposed web site we have just
commenced revenue producing operations. Our activities to date have consisted of
acquiring the formulas for a health bar and drink from the inventor, developing
the health bar, developing our web site, conducting a private offering of our
securities and preparing this offering.

     We intend to generate revenue through the sale of our products to mass
volume retailers, health food stores and a combination of other channels,
including health clubs and gyms, international markets and private label
manufacturing and independent distributors as well as on our website.

     Our auditors have issued a going concern opinion. This means that our
auditors believe there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. This is because as of the date of the audit we had not generated any
revenues and no revenues were anticipated until we began selling our products.
We have financed our activities to date through the sale of securities. At
inception, prior to any stock splits, our founding shareholder loaned the
company $5,000 and received 5,000,000 shares of common stock in lieu of
interest. From August 3, 2001 through October 15, 2001, we conducted a private
placement sale of common stock for gross proceeds of $157,000. As of March 31,
2002, we had incurred operating losses of $32,514 since inception.

     We have acquired the formulas for a health bar and health drink. These
forumlas must be developed into actual products by us. The process is analogous
to creating cookies from a recipe. The ingredients are assembled in their
recommended amounts and then made into trial batches. Development consists of
creating test products to be evaluated for taste and measured for size and
weight to assure conformance with our wrapper design. As of the date of this
prospectus, we have paid an artist $1,000 for the wrapper design, an example of
which can be viewed on our web site at www.axtionfoods.com.

     We have conducted a successful initial test production run of 3,500 nutty
chocolate flavor Axtion Bars for which we paid $3,500. Our manufacturer now
requires us to purchase the bars in lots of 50,000. We have placed our order for
the first lot of 50,000 bars which will be delivered on approximately April 20,
2002. Our total cost per bar for a 50,000 lot is $.42 per bar, for a total
$21,000. In addition, we are required by our wrapper manufacturer to purchase
bar wrappers in lots of 1,000,000 at a cost of $0.01492 per wrapper, for a total
cost of $14,920 plus a one time charge for the creation of printing plates that
contain the wrapper design. These wrappers have been ordered and will arrive
also arrive on approximately April 20, 2002.

     We have sold two purchase orders, one for 10,000 bars and one for 12,500
bars at $.55 per bar plus reimbursement of our costs for wrappers and packaging.
These two purchase orders were placed by national wholesale food distributors
for test marketing purposes. If the test marketing is satisfactory, these
distributors have indicated they will begin placing orders for 100,000 to
500,000 bars at a time. There can be no assurance at this time that we will
actually receive those kinds of purchase orders. We are also in negotiations for
with several other national retail wholesale distributors. We are also engaged
in negotiations to establish independent distributors to whom we will sell the
bars for as much as $1.00 plus wrapping and packaging costs resulting in net
profit to us of $.58 per bar after all costs. Management believes that it can
obtain this price because bars of similar weight will sell for $1.50 to $2.00
retail.

     Owing to these events, Management does not anticipate being required to
raise any additional capital. Management believes that if Axtion can be begin to
sell its bars in lots of 100,000 to 500,000 wholesale at a net profit of $0.10
per bar, there will be more than adequate capital to sustain our operations
since Axtion is set up to run with a minimal staff because all manufacturing is
conducted by subcontractors. In addition, if Axtion is able to sell its bars to
independent distributors, there will be a net profit after all costs of $.50 per
bar. These orders, if placed, will produce sufficient capital for Axtion to
operate indefinitely and begin production of its Hammerhead XT drink.

     The development costs of Hammerhead XT drinks will total approximately
$1,500.00. A test run of the drink will cost approximately $5,000.00 and the
initial actual production runs will cost somewhere between $75,000.00 to
$78,000.00 for 150,000 8.4 oz cans. We will not conduct an initial production
run of the drink unless we raise additional capital within the next twelve
months or the results of operations from the sale of Axtion Bars are sufficient
to pay the cost of at least one production run of 150,000 cans.

Limited Operating History; Need for Additional Capital

     There is no historical financial information about our company upon which
to base an evaluation of our performance. We are a development stage company. We
cannot guarantee we will be successful in our business operations. Our business
is subject to risks inherent in the establishment of a new business enterprise,
including limited capital resources, possible delays in production and possible
cost overruns due to price and cost increases in our products. To become
profitable and competitive, we must establish a market presence through our web
site and through direct marketing of our products.

Results of Operations

From Inception on April 20, 2000

     We just recently acquired our first formulas for the manufacturing and
distribution of nutritional products. At this time we have developed a health
bar but we are still working on developing a health drink. We have not yet
commenced meaningful business operations and we have not yet generated any
revenue from the sale of products. As of June 30, 2002, the end of our most
recent fiscal year, we had experienced operating losses of $90,545 since
inception.

Plan of Operations

     Our plan of operations over the next 12 months includes the expected
completion of development and thereafter the marketing and distribution of our
first two products, a health bar and a health drink, in addition to the
completion of our initial web site devoted to the sale of our products. We also
intend to develop a network of independent contractors who will market products
developed by us in addition to developing a multi-level marketing network and
establishing contacts with mass volume retailers, health food stores and a
combination of other channels, including health clubs and gyms, international
markets and private label manufacturing. We plan to establish our distribution
channels throughout the United States and Canada.

     We are currently developing only two products for which we have purchased
the formulas. We commenced business operations as a nutritional foods
distributor on July 1, 2001. We have received our first orders for Axtion Bars.
We believe that our working capital as of the date of this prospectus will be
sufficient to satisfy our estimated working capital requirements through the
next twelve months. We intend to employ additional people during the year 2002.

     Using the funds from our recent private offering of securities, we plan to
implement the following two-phase business strategy within the next twelve
months. The first phase is to develop our health bar and health drink. To date,
we have completed the development of the health bar, which has been named the
"Axtion Bar," and we are in the midst of the development of our health drink,
which will be called the "Hammerhead XT." We also plan to seek out licenses and
formulations for additional health food products.

     The second phase of our business plan will be to market products to
potential customers such as retail outlets by establishing a network of
independent contractor distributors. Currently, we do not have any such
distributors in place. We also intend to prepare and design marketing materials,
provide spokespersons to help market the products, and to provide marketing
support through our web site.

     In addition, we intend to establish distribution through our website at
www.axtionfoods.com. Initially we will offer only two products on the web site,
the health bar and the health drink for which we have acquired formulas. We
intend, however, to also offer additional sports nutrition products. We
anticipate being able to fully implement our marketing plan within the next
twelve months.

Liquidity and Capital Resources

     As of the date of this registration statement, we have yet to generate any
revenues from our business operations. Since our inception, and prior to any
stock splits, our founding shareholder has loaned the company $5,000 in cash and
was issued 5,000,000 shares of common stock in lieu of interest. This money has
been utilized for organizational and start-up costs and as operating capital. As
of June 30, 2001 we had sustained operating losses of $4,934 since inception. As
of September 30, 2001 we had sustained operating losses of $22,599 since
inception. From August 3, 2001 until October 15, 2001 we conducted a private
offering of our securities wherein we raised $157,000 in exchange for 1,570,000
shares of common stock.

     We commenced business operations as a nutritional foods manufacturer and
distributor on July 1, 2001 and we do not yet have any results from operations.
Prior to July 1, 2001 the company had no business operations. On October 15,
2001 we conducted a four for one forward split of our common stock. Immediately
prior to that date, we had issued 5,000,000 shares to the founder, 1,570,000
shares in connection with our private placement, 50,000 shares to acquire
formulas for products, and 175,500 shares for services, for an aggregate
6,795,500 shares outstanding. At the completion of the four for one forward
split, there were 27,182,000 shares of common stock outstanding.

     The money raised in our private offering is being utilized to fund the
development of our first two products, health bar and health drink, to pay for
production of the health bar, in addition to the creation of our web site,
initiating marketing and to pay the expenses of this offering. We believe that
we have sufficient working capital to conduct our operations for the next twelve
months.

INFLATION

     Although our operations are influenced by general economic conditions, we
do not believe that inflation had a material affect on the results of operations
during the fiscal year ended June 30, 2001.


ITEM 7. FINANCIAL STATEMENTS


     AXTION FOODS, INC.

     INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



     PAGE Independent Auditors' Report F-2

     Consolidated balance sheets as of June 30, 2001 F-3

     Consolidated statements of operations for the years ended June 30, 2001 F-4

     Consolidated  statements of  stockholders'  deficit for the year ended June
30, 2001 F-5

Consolidated statements of cash flows for the years ended June 30, 2001
F-6

     Notes to consolidated financial statements F-7







     REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Shareholder
Axtion Foods, Inc.

     We have audited the accompanying balance sheet of Axtion Foods, Inc. (a
development stage company) as of June 30, 2002, and 2001 and the related
statement of operations, shareholders' equity (deficit) and cash flows for the
year then ended and for the period from inception (April 20, 2000) to June 30,
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 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, on a test
basis, examination of 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 Axtion Foods, Inc. as June
30, 2002 and 2001, and the results of operations and their cash flows for the
year then ended and the period from inception (April 20, 2000) to June 30, 2002,
in conformity with generally accepted accounting principles in the United States
of America.

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company cannot successfully implement its operating
plan without raising additional capital. This condition raises substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.



SIEGEL  SMITH, LLP
Certified Public Accountants

Solana Beach, California
September 11, 2002

                                  BALANCE SHEET
                                     ASSETS

                                                June 30 June 30
                                                2002 2001
Current Assets
Cash                                           $27,833  $ 4,893
Accounts receivable                             13,350
Inventory                                       28,684
Prepaid expenses                                2,875  12
Total current assets                            72,742 4,905

Fixed Assets
"Molds, net"                                    11,487
"Web site, net"                                 8,312
Total fixed assets                              19,799 0

Total Assets                                  $ 92,541  $ 4,905

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Current Liabilities
Note payable                                    $       $ 5,000
Accounts payable                                21,586
Accrued liabilities                             4,500   3,500
Accrued taxes                                   800     800
Total current liabilities                       26,886  9,300

Long Term Liabilities

Stockholders' Equity (Deficit)
Common stock                                    157,539  539
Accumulated deficit during development stage    (91,884)(4,934)
Total stockholders' equity (deficit)            65,655 (4,395)

Total Liabilities and Stockholders' (Deficit) $ 92,541 4,905

                                INCOME STATEMENT
                                 From Inception
                             For the "April 20,2000
                                                              Year Ended Through
                                                   "June 30,2002" "June 30,2002"
Revenue                                               $ "13,362 " $ "13,362 "

Cost of Sales                                        "4,449 "   "4,449 "
         Gross profit                                "8,913 "   "8,913 "

Expenses
Selling and marketing                                "12,683 " "12,683 "
Consulting                                           "14,000 " "14,000 "
Legal                                                "25,000 " "25,000 "
Research and development                             "5,000 "  "5,000 "
General and administrative expenses                 "39,168 " "42,775 "
Total operating expenses                            "95,851 "  "99,458 "


Net Loss from Operations                           "(86,938)" "(90,545)"

Other Expenses
Interest expense                                        12 539

Income Tax Expense                                      800

Net Loss                                        $ "(86,950)" $ "(91,884)"


Weighted Average Shares                         "23,223,781 " "21,554,399 "
Loss per share                                  $ nil         $ nil


                                   CASH FLOWS
                                 From Inception
                                     For the
                           Year Ended "April 20, 2000"
                                 June 30 Through
                               2002 "June 30,2002"

Cash Flows From Operating Activities
Net Loss                                        $ "(86,950)" $ "(91,884)"

Adjustments to reconcile net income to net cash
provided by operating activities:
Non cash interest                                   12 539
Depreciation                                        "1,801 " "1,801 "
Changes in:
Accounts receivable                              "(13,350)"  (13,350)"
Inventory                                        "(28,684)" "(28,684)"
Prepaid expenses                                  "(2,875)" "(2,875)"
Accounts payable                                  "21,586 " "21,586 "
Accrued liabilities                                "1,000 " "4,500 "
Accrued income tax payable                            800

Net Cash Used in Operating Activities           "(107,460)" (107,567)"

Cash Flows from Investing Activities
Web site                                          "(9,500)" "(9,500)"
Product molds                                    "(12,100)" "(12,100)"

Net Cash Used by Investing Activities            "(21,600)""(21,600)"

Cash Flows from Financing Activities
Note proceeds (repayments)                        "(5,000)" 0
Sale of stock                                     "157,000 " "157,000 "

Net Cash Provided by Financing Activities         "152,000 ""157,000 "

Net Increase in Cash                               "22,940 ""27,833 "

"Cash, beginning of the year"                       "4,893 " 0

"Cash, June 30"                                 $ "27,833 " $ "27,833 "

Supplemental Non Cash Investing and Financing Activities:

Supplemental Information:
Interest paid                                   $ 0
Taxes paid                                      $ 0

                              SHAREHOLDER'S EQUITY

                            Common Stock Accumulated
Date            Description     Shares          Amount  Deficit         Total
June 4, 2000"   Shares issued   "20,000,000 "   $ 539 $ $ 539

"June 30, 2001" Net loss                        "(4,934)" "(4,934)"
" Balance June 30, 2001"        "20,000,000 "   $ 539 $ "(4,934)"    $"(4,395)"

August 6 Sale of stock          "160,000 "      "4,000" "4,000 "
August 13 Sale of stock         "160,000 "      "4,000" "4,000 "
August 27 Sale of stock         "80,000 "       "2,000" "2,000 "
August 28 Sale of stock         "280,000 "      "7,000" "7,000 "
August 31 Sale of stock         "3,840,000 "    "96,000" "96,000 "
September 5 Sale of stock       "160,000 "      "4,000" "4,000 "
September 7 Sale of stock       "480,000 "      "12,000" "12,000 "
September 10 Sale of stock      "640,000 "      "16,000" "16,000 "
September 13 Sale of stock      "320,000 "      "8,000" "8,000 "
October 17 Sale of stock        "160,000 "      "4,000" "4,000 "
June 30, 2002" Net loss                        "(86,950)" "(86,950)"
Balance June 30, 2002           "26,280,000 " $ "157,539 " $ "(91,884) $65,655


                                    FOOTNOTES

     1. Organization and summary of significant accounting policies Organization
Axtion Foods, Inc. formerly Retail Windows, Inc. (the "Company"), a California
corporation, was formed on April 20, 2000. The Company was originally organized
to conduct any business allowed by the California corporation statute. In late
June 2001 the Company adopted a business plan to distribute nutritional foods
and supplements via mail order and the internet. The Company has limited sales
and is not completely operational and, therefore, the Company is considered to
be in the development stage.

         Accounting Method
         The Company records income and expenses on the accrual method.

         Fiscal Year End
         ---------------
         The Company's year end is June 30.

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

     Income Taxes The Company reports certain expenses differently for financial
and tax reporting purposes and, accordingly, provides for the related deferred
taxes. Income taxes are accounted for under the liability method in accordance
with SFAS 109, Accounting for Income Taxes.

     Cash and Cash Equivalents The Company considers all liquid investments with
the maturity of three months or less from the date of purchase that are readily
convertible into cash to be cash equivalents.

     Research and Development Costs Costs and expenses that can be clearly
identified as research and development are charged to expense as incurred in
accordance with SFAS 2, Accounting for Research and Development Costs. The
Company has incurred $5,000 in research and development costs for the period
reported.

     Advertising Costs Advertising costs will be expensed as incurred. There was
no advertising expense incurred for the period from inception through June 30,
2002.

     Basic and Diluted Net Loss Per Share Net loss per share is calculated in
accordance with SFAS 128, Earnings Per Share for the period presented. Basic net
loss per share is based upon the weighted average number of common shares
outstanding.

     The Company has no potentially dilative securities, options, warrants or
other rights outstanding. Therefore, basic and diluted net loss per share is the
same.

     Comprehensive Income The Company has adopted SFAS 130, Reporting
Comprehensive Income, which establishes standards for reporting comprehensive
loss and its components in the financial statements. To date, the Company's
comprehensive loss equals its net loss.

     Reportable Operating Segments SFAS 131, Segment Information, amends the
requirements for companies to report financial and descriptive information about
their reportable operating segments. Operating segments, as defined in SFAS 131,
are components of an enterprise for which separate financial information is
available and is evaluated regularly by a company in deciding how to allocate
resources and in assessing performance. The financial information is required to
be reported on the basis that is used internally for evaluating segment
performance. The Company currently operates its business in one operating
segment.

     New Accounting Pronouncements In December 1999, the Staff of the Securities
and Exchange Commission released Staff Accounting Bulletin (SAB) No. 101,
Revenue Recognition, to provide guidance on the recognition, presentation and
disclosure of revenues in financial statements. In June 2000, the SEC staff
amended SAB 101 to provide registrants with additional time to implement SAB
101. The Company has adopt SAB 101.

     In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5 (SOP 98-5), Reporting on the Costs of Start-Up
Activities. SOP 98-5, which is effective for fiscal years beginning after
December 15, 1998, provides guidance on the financial reporting of start-up
costs and organization costs. It requires costs of start-up activities and
organization costs to be expensed as incurred. As the Company has not yet begun
significant operations, all costs associated with start-up activities are
expensed as incurred.

     In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1 (SOP 98-1), Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use. SOP 98-1 is effective
for financial statements for years beginning after December 15, 1998. SOP 98-1
provides guidance over accounting for computer software developed or obtained
for internal use including the requirement to capitalize specific costs and
amortization of such costs. The company has implement SOP 98-1 regarding the
Company's web site.


     2. Accounts Receivable In June the Company recorded its first significant
sale of product to one customer. As of June 30, 2002 the sale, to this one
customer, had not been collected. Therefore, at year-end the Company has trade
receivables of $13,350. Since there is no indication at June 30, 2002 that this
receivable is not collectable the Company has not established an allowance for
doubtful accounts.

     3. Inventory Inventory consists of both nutrition bars and wrappers for
bars. The Company values inventory on the first-in first-out, lower of cost or
market method. At June 30, 2002 inventory consisted of the following: Nutrition
Bars $14,510 Wrappers 14,174 ------ Total inventory $28,684 =======

     4. Fixed Assets Fixed assets consist of printing plates for nutrition bar
wrappers and costs incurred developing the Company's web site. All fixed assets
are depreciated using the straight-line method over their estimated lives of
five years for the printing plates and two years for the web site. The following
schedule provides costs and accumulated depreciation for each class of fixed
assets:

     Plates Web Site Cost  $12,100 $ 9,500  Accumulated  depreciation  613 1,188
---------- ----- Net $11,487 $ 8,312 ======= =======

     5. Shareholders' equity Preferred stock The Company has authorized
10,000,000 of no par preferred stock. As of June 30, 2001 there were no shares
issued and outstanding.

     Common stock The Company has authorized 400,000,000 of no par common stock.
On June 4, 2000 the Company issued 20,000,000 shares, (post split) of stock to
the original incorporator in lieu of interest, ($539). The interest represents
an annual percentage rate of 10% on the $5,000 loan and the stock has been
valued at the calculated interest, (Note 4).

6.       Commitments
         The Company has made no material commitments.


     7. Related Party The original incorporator of the Company has advanced
$5,000 to the Company in the form of a note. The note is unsecured and the
proceeds have been used to pay costs and administrative expenses of
organization. The Company issued 20,000,000 shares of stock in lieu of interest
on this loan. The value of the stock was calculated using a 10% annual interest
rate $539, (Note 3).

     The original incorporator has made contributions of time to the Company
without compensation for his efforts organizing the Company. The Company
estimates the market value of the time and services contributed for
administrative matters to be immaterial at June 30, 2001. In the future, this
individual intends to contribute time and services to the Company without
compensation. The Company intends to record the market value of these services
when the time devoted becomes significant.

     8. Provision for Income Taxes As of June 30, 2002, Axtion Foods, Inc. has a
federal net operating loss carry forward of approximately $89,600. The net
operating loss carry forward will expire in 2016 if not utilized. Utilization of
the net operating loss and tax credit carry forwards may be subject to
substantial annual limitations due to the ownership change limitations provided
by the Internal Revenue Code of 1986, as amended, and similar state provisions.
The annual limitation may result in the expiration of net operating loss and tax
credit carry forwards before utilization.

     Because the Company may not receive any benefit for its historical
operating losses, Axtion Foods, Inc. has provided a full valuation allowance
against its deferred tax asset. Significant components of net deferred tax
assets at June 30, 2002 consist of the following:

            Net operating loss carry forward..........................   $89,600
                                                                         -------

     Total deferred tax assets....................................... 20,887

     Valuation  allowance.............................................  (20,887)
--------

     Net deferred tax assets......................................... $---------
==========

            Change in valuation allowance                     $19,923

     9. Going concern The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. This basis of
accounting contemplates the recovery of the Company's assets and the
satisfaction of its liabilities in the normal course of business. Since
inception, the Company has not been engaged in any significant organizational
activities and has not begun operations. Through June 30, 2002, the Company had
incurred losses of $91,8444. Successful implementation of the Company's business
plan is dependent upon obtaining financing in order to have the necessary
resources to acquire inventory, develop a web site and develop a market for the
Company's product. The Company's management believes that if the financing is
not successful, the business plan will be seriously inhibited.


     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.

     Directors are elected for one-year terms or until the next annual meeting
of shareholders and until their successors are duly elected and qualified.
Officers continue in office at the pleasure of the Board of Directors.

     The Directors and Officers of the Company as of the date of this report are
as follows:



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

Julia I Reynolds            47     President, Secretary,
                                    Treasurer


     All our Directors hold office until the next annual meeting of our
shareholders and until successors have been elected and qualified. Our officers
are elected by our Board of Directors and hold office until their death or until
they resign or are removed from office.

     There are no family relationships among the officers and directors. There
is no arrangement or understanding between us (or any of our directors or
officers) and any other person pursuant to which such person was or is to be
selected as a director or officer.

     (b) Resumes: Ms. Reynolds will serve as management of our company. She will
initially devote approximately 20 hours per week of her time to Axtion until
results of operations are sufficient to hire her to work full time on an annual
salary. The amount of that annual salary has not yet been determined and will
depend upon the amount of sales the company is able to achieve. A brief
description of her background and business experience is as follows:

     From 1979 until 1990 Ms. Reynolds was employed by Landmark Education, Inc.
a company that delivers business and personal effectiveness programs, courses
and seminars. She was a finance manager from February 1979 until November of
1980. She was then promoted to graduate department manager from December of 1980
until January of 1986. Between February 1986 and January of 1987 she worked as a
regional graduate program manager. She was then employed as branch manager from
February 1988 until January of 1990. She was then employed as a regional manager
from January of 1990 until June of 1990. Ms. Reynolds was also self-employed as
a management consultant from January 1990 until September of 1990. From October
of 1990 to the present Ms. Reynolds has been employed as a paralegal and law
office manager for the Law Office of Kennan E. Kaeder. Her duties include office
administration, finance, preparation of legal documents and interfacing with
clients. Ms. Reynolds graduated from San Diego State University in 1976 with a
bachelor of arts degree.


ITEM 10. EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of compensation for services to us
for the years ended December 31, 2000 and 1999 of our then chief executive
officer.

                                                      SUMMARY COMPENSATION TABLE



                                             Long Term Compensation
                                           ---------------------------
                    Annual Compensation          Awards        Payouts
                  -----------------------  ------------------  -------
                                                    Securities
                                   Other               Under-             All
Name                               Annual  Restricted  lying             Other
and                                Compen-   Stock    Options/   LTIP   Compen-
Principal          Salary   Bonus  sation   Award(s)    SARs    Payouts  sation
Position    Year    ($)      ($)    ($)       ($)        (#)       ($)    ($)
----------  ----  --------  -----  ------   --------  -------  -------   ------
Julia I Reynolds
President & 2000  $0      0       0          0        0        0        0
Director(1) 2001  $0      0       0          0        0        0        0




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

(a) and (b) Security Ownership of Certain Beneficial Owners and Management.

     The table below lists the beneficial ownership of the our voting securities
by each person known by us to be the beneficial owner of more than 5% of such
securities, as well as by all of our directors and officers, as of the date of
this report. Unless otherwise indicated, the shareholders listed possess sole
voting and investment power with respect to the shares shown.

     Shareholder Number of Shares Percentage Owned Beneficially Owned Lala
Cartledge 6,666,666 22.68% 1070 Sidonia Street Encinitas, CA 92024 Joseph
Lindquist 6,666,666 22.68% 5765 Friars Road San Diego, California Julia Reynolds
6,666,667 22.68% 3260 Meadow Grove Drive San Diego, California Other
stockholders 6,982,000 24.18% All officers and directors as a group 6,666,666
22.68%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     In connection with the organization of Axtion, and prior to any stock
splits, Kennan Kaeder, founding shareholder of our company, loaned $5,000.00
cash to the company and was issued 5,000,000 shares of common stock on June 4,
2000 in lieu of interest. On July 1, 2001, he sold all of his interest in the
company by selling 1,666,667 of these shares to Julia Reynolds in exchange for
$1,666.66, 1,666,666 of these shares to Joseph Lindquist in exchange for
$1,666.66 and 1,666,666 of these shares for $1,666.66 to Lala Cartledge. From
August 3, 2001 to October 15, 2001 Axtion conducted a private offering of its
securities in which 1,570,000 shares of common stock were sold for total
proceeds of $157,000. We have also issued 50,000 shares of common stock in
exchange for the formulas for a sports nutrition bar and a sports nutrition
drink. On October 15, 2001 Axtion conducted a four for one forward split of its
common stock such that the 6,795,500 outstanding shares became 27,182,000
outstanding shares. This offering is for 6,982,000 shares of post split common
stock.

     We have no formal written employment agreement or other contracts with our
officer, and there is no assurance that the services to be provided by her will
be available for any specific length of time in the future. Ms. Reynolds
anticipates initially devoting 20 hours per week of her time to the affairs of
our company. If and when the business operations of our company increase and a
more extensive time commitment is needed, Ms. Reynolds is prepared to devote
more time to our company. Amounts of compensation and other terms of any full
time employment arrangements with additional employees will be determined if and
when such arrangements become necessary.

     The promoters of Axtion are Joseph Lindquist, Lala Cartledge and Kennan
Kaeder. Mr. Kaeder is also counsel to the company and has been paid $15,000 for
the preparation of this offering. It is anticipated that Mr. Kaeder will
continue to act as counsel to the company after this offering is sold. Mr.
Lindquist and Ms. Cartledge are not being compensated with either cash or stock
by Axtion. Instead, they have provided promotional efforts as a means of
increasing the value of the stock they purchased on July 1, 2001. Their
promotional efforts have consisted of formulating a business plan,locating and
negotiating the contract for the purchase of the formulas for the Axtion Bar and
Hammerhead XT sports drink, participating in initial taste tests of our
products, assisting with the design of the web site and Axtion Bar wrapper and
finding investors for our private offering.

     We issued an aggregate of 175,000 pre-forward split shares to four
individuals, Susan Hartog, Jaret Brown, Steve Zoumaras and Jon Lindquist as
finder's fees in connection with locating investors for our private offering.
None of these individuals are a registered broker dealer and none of these
individuals are engaged in the regular practice of selling securities. Their
involvement as finders for us was limited to locating investors who were then
contacted by management or promoters Joe Lindquist and Lala Cartledge about
investing. Jon Lindquist is the son of Joe Lindquist. Jon Lindquist lives in
Anchorage, Alaska. Joe Lindquist lives in San Diego, California. Consequently,
we do not consider them to be beneficial owners of each other's shares.

                                                                         PART IV

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

None

                                                                      SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on October 24, 2002.

                                                          AXTION FOODS, INC.
                                                             (Registrant)





By: s/ Julia I. Reynolds
   -------------------------------------
  Julia I. Reynolds, President



     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities
indicated on October 24, 2002.





s/ Julia I. Reynolds
----------------------------------------
Julia I. Reynolds, Director




                                                          AXTION FOODS, INC.

     Exhibit  Index to Annual  Report on Form  10-KSB For the Fiscal  Year Ended
June 30, 2002

EXHIBITS




3.1   Certificate and Articles of Incorporation*

3.2   Bylaws**

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



     * Filed with the Securities and Exchange Commission in the Exhibits to Form
SB-2, filed on November 5, 2001 and are incorporated by reference herein.

     ** Filed with the Securities and Exchange Commission in the Exhibits to
Form SB-2, filed on November 5, 2001 and are incorporated by reference herein.

*** Filed with the Securities and Exchange Commission in the Exhibits to Form
SB-2, filed on November 5, 2001 and are incorporated by reference herein.