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

                                   FORM 10-KSB

(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 (FEE REQUIRED)

                   For the fiscal year ended December 31, 2002
                                             -----------------

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)


Commission File number          000-33625
                       -------------------------

                                  DRILLING INC.
                                  -------------
               (Exact name of registrant as specified in charter)

                Nevada                                         87-0618509
--------------------------------------------          --------------------------
State or other jurisdiction of incorporation          (I.R.S. Employer I.D. No.)
           or organization

1981 East Murray Holiday Road, Salt Lake City, Utah             84117
---------------------------------------------------   --------------------------
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number, including area code        801-272-9294
                                               -------------------------------

Securities registered pursuant to section 12 (b) of the Act:

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

         Securities registered pursuant to section 12 (g ) of the Act:
                                     Common
                    ---------------------------------------
                                (Title of Class)

Check whether the Issuer (1 ) filed all reports  required to be filed by section
13 or 15 (d) of the  Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing  requirements  for the past 90 days. (1) Yes [ x ] No [ ]
(2) Yes [x ] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of

                                    Page -1-

<PAGE>



this Form 10-KSB or any amendment to this Form 10-KSB.  [  ]

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

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the registrant. The aggregate market value shall be 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.

At December 31,  2002,  the  aggregate  market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.

    (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

                                 Not applicable

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As of December  31,  2002,  the  registrant  had 737,200  shares of common stock
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and 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 other
information statement;  and (3) Any prospectus filed pursuant to rule 424 (b) or
(c) under the Securities Act of 1933: None

                                    Page -2-

<PAGE>





                                TABLE OF CONTENTS

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


PART I
------
                                                                           Page

ITEM 1.    DESCRIPTION OF BUSINESS                                           4

ITEM 2.    DESCRIPTION OF PROPERTIES                                         8

ITEM 3.    LEGAL PROCEEDINGS                                                 8

ITEM 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                 8

PART II
-------

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS          8

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION         10

ITEM 7.    FINANCIAL STATEMENTS                                              10

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE                                          10

PART III
--------

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT                10

ITEM 10.   EXECUTIVE COMPENSATION                                            12

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT                                                    13

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    14

PART IV
-------

ITEM 13.   EXHIBITS                                                          14



                                    Page -3-

<PAGE>



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

                         ITEM 1. DESCRIPTION OF BUSINESS

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


History and Organization

General

DRILLING, INC., (hereinafter "The Company") was originally incorporated on April
24, 1975 as Domi Associates,  Inc., pursuant to the Nevada Business  Corporation
Act. Its original Articles of Incorporation  provided for authorized  capital of
Twenty-five hundred (2500) shares of common stock with no par value. On March 9,
2001, the  shareholders of the Company  approved an amendment to the Articles of
Incorporation   changing  the   authorized   capital  to  one  hundred   million
(100,000,000)  shares  of common  stock  with a par value of $0.001 (1 mill) per
share and providing  for a two hundred to one forward  split of the  outstanding
shares. The amended Articles were filed with the State of Nevada on May 8, 2001.
The Company was formed with the stated purpose of conducting any lawful business
activity. However, no business was undertaken by The Company until 1984. Between
June of 1984 and February of 1986, The Company raised  $14,860  through  private
sales of its stock all of which was expended in the  evaluation  of two specific
mining  properties in Arizona and New Mexico. In 1991 the Company raised $18,000
through  private sales of its stock all of which was expended in the  evaluation
of an  alluvial  gold  property in Sierra  Leone,  Africa.  After  review of all
reports and subsequent  field  examinations,  it was determined in each instance
that the Company  either did not have the resources to pursue the project or the
project was not  economically  feasible.  The Company became inactive after 1991
and has since been in the development stage.

This report has been prepared  showing after stock split shares with a par value
of $0.001 from inception.


Business.

     Other than the  above-referenced  matters  and  seeking  and  investigating
potential  assets,  properties or businesses to acquire,  the Company has had no
business  operations since inception.  To the extent that the Company intends to
continue  to seek the  acquisition  of assets,  property  or  business  that may
benefit the Company and its  stockholders,  it is  essentially  a "blank  check"
company.  Because  the  Company has  limited  assets and  conducts no  business,
management  anticipates  that any such  acquisition  would  require  it to issue
shares of its common stock as the sole  consideration for the acquisition.  This
may result in substantial  dilution of the shares of current  stockholders.  The
Company's  Board of  Directors  shall  make the final  determination  whether to
complete any such  acquisition;  the approval of stockholders will not be sought
unless  required by  applicable  laws,  rules and  regulations,  its Articles of
Incorporation  or Bylaws,  or contract.  The Company makes no assurance that any
future enterprise will be profitable or successful.

     The Company is not currently engaging in any substantive  business activity
and has no plans to engage in any such activity in the  foreseeable  future.  In
its present form,  the Company may be deemed to be a vehicle to acquire or merge
with a business or company.  The Company  does not intend to restrict its search
to any particular business or industry,  and the areas in which it will seek out
acquisitions,  reorganizations  or mergers may include,  but will not be limited
to, the fields of high technology,  manufacturing,  natural resources,  service,
research and development, communications,  transportation, insurance, brokerage,
finance and all medically related fields,  among others.  The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely limited, and may be restricted to entities who

                                    Page -4-

<PAGE>



desire to avoid what these entities may deem to be the adverse  factors  related
to an initial  public  offering  ("IPO").  The most  prevalent of these  factors
include substantial time requirements, legal and accounting costs, the inability
to obtain an underwriter  who is willing to publicly offer and sell shares,  the
lack of or the inability to obtain the required financial statements for such an
undertaking,  limitations  on the  amount of  dilution  to public  investors  in
comparison to the stockholders of any such entities, along with other conditions
or requirements  imposed by various federal and state securities laws, rules and
regulations.  Any of these types of  entities,  regardless  of their  prospects,
would require the Company to issue a substantial  number of shares of its common
stock to  complete  any such  acquisition,  reorganization  or  merger,  usually
amounting to between 80 and 95 percent of the outstanding  shares of the Company
following the completion of any such  transaction;  accordingly,  investments in
any such private  entity,  if available,  would be much more  favorable than any
investment in the Company.

     In the event that the Company  engages in any  transaction  resulting  in a
change of control of the  Company  and/or the  acquisition  of a  business,  the
Company will be required to file with the  Commission  a Current  Report on Form
8-K within 15 days of such  transaction.  A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired,  as well as pro
forma financial  information  consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.

     Management  intends to  consider  a number of  factors  prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be  determinative  or provide  any  assurance  of  success.  These may
include,  but will not be limited to an analysis of the quality of the  entity's
management  personnel;  the  anticipated  acceptability  of any new  products or
marketing concepts;  the merit of technological  changes;  its present financial
condition,  projected  growth potential and available  technical,  financial and
managerial  resources;  its working  capital,  history of operations  and future
prospects;  the nature of its present and expected competition;  the quality and
experience  of its  management  services  and the depth of its  management;  its
potential  for  further  research,  development  or  exploration;  risk  factors
specifically  related to its  business  operations;  its  potential  for growth,
expansion and profit;  the  perceived  public  recognition  or acceptance of its
products,  services,  trademarks  and name  identification;  and numerous  other
factors  which are  difficult,  if not  impossible,  to properly  or  accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.

     Regardless,  the  results  of  operations  of any  specific  entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market  strategies,  plant or product  expansion,  changes in product  emphasis,
future management  personnel and changes in innumerable other factors.  Further,
in  the  case  of a new  business  venture  or one  that  is in a  research  and
development mode, the risks will be substantial,  and there will be no objective
criteria to examine the  effectiveness or the abilities of its management or its
business  objectives.  Also,  a firm market for its products or services may yet
need to be established,  and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.

     Management  will  attempt  to  meet  personally  with  management  and  key
personnel  of the entity  sponsoring  any business  opportunity  afforded to the
Company,  visit and inspect material facilities,  obtain independent analysis or
verification  of  information   provided  and  gathered,   check  references  of
management  and key  personnel  and conduct other  reasonably  prudent  measures
calculated to ensure a reasonably  thorough  review of any  particular  business
opportunity;  however,  due to time constraints of management,  these activities
may be limited.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific  business  endeavor.  The Company  anticipates  that
proposed business ventures will be made available

                                    Page -5-

<PAGE>



to it through personal contacts of directors,  executive  officers and principal
stockholders,  professional  advisors,  broker  dealers in  securities,  venture
capital personnel, members of the financial community and others who may present
unsolicited proposals. In certain cases, the Company may agree to pay a finder's
fee or to  otherwise  compensate  the persons  who submit a  potential  business
endeavor in which the Company eventually participates.  Such persons may include
the  Company's  directors,   executive  officers,  beneficial  owners  or  their
affiliates.  In this  event,  such  fees may  become a  factor  in  negotiations
regarding a potential  acquisition and,  accordingly,  may present a conflict of
interest for such individuals.

     Although the Company has not identified any potential  acquisition  target,
the possibility  exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors,  beneficial owners
or their affiliates may have an ownership interest.  Current Company policy does
not  prohibit  such  transactions.  Because  no such  transaction  is  currently
contemplated,  it is impossible to estimate the potential  pecuniary benefits to
these persons.

     Further,  substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders,  after deduction of legal,  accounting and other related expenses, and
it is not  unusual  for a  portion  of  these  fees  to be paid  to  members  of
management or to principal  stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them.  In the event that
such  fees are paid,  they may  become a factor in  negotiations  regarding  any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.

Principal Products and Services.

     The  limited  business  operations  of the  Company,  as now  contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the  Company  are to  manage  its  current  limited  assets  and to seek out and
investigate the  acquisition of any viable business  opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.

Distribution Methods of the Products or Services.

     Management will seek out and  investigate  business  opportunities  through
every reasonably available fashion, including personal contacts,  professionals,
securities broker dealers,  venture capital personnel,  members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its  availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.

Status of any Publicly Announced New Product or Service.

     None; not applicable.

Competitive Business Conditions.

     Management  believes  that there are  literally  thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;  many
of  these  companies  have   substantial   current  assets  and  cash  reserves.
Competitors  also  include  thousands  of other  publicly-held  companies  whose
business  operations  have proven  unsuccessful,  and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets.

                                    Page -6-

<PAGE>



There is no reasonable way to predict the competitive position of the Company or
any other entity in the strata of these endeavors;  however, the Company, having
limited assets and cash reserves, will no doubt be at a competitive disadvantage
in competing with entities which have recently completed IPO's, have significant
cash  resources  and have recent  operating  histories  when  compared  with the
complete lack of any substantive  operations by the Company for the past several
years.

Sources and Availability of Raw Materials and Names of Principal Suppliers.

     None; not applicable.

Dependence on One or a Few Major Customers.

     None; not applicable.

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

     None; not applicable.

Need for any Governmental Approval of Principal Products or Services.

     Because the Company currently  produces no products or services,  it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company  engages in a merger or acquisition  transaction  with an
entity  that  engages  in  such  activities,  it  will  become  subject  to  all
governmental  approval  requirements  to which the merged or acquired  entity is
subject.

Effect of Existing or Probable Governmental Regulations on Business.

     The integrated  disclosure system for small business issuers adopted by the
Commission  in  Release  No.  34-30968  and  effective  as of August  13,  1992,
substantially  modified the information  and financial  requirements of a "Small
Business  Issuer,"  defined to be an issuer  that has  revenues of less than $25
million;  is a U.S. or Canadian issuer; is not an investment  company;  and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however,  an entity is not a small business issuer if it has a public float (the
aggregate  market  value  of  the  issuer's   outstanding   securities  held  by
non-affiliates) of $25 million or more.

     The  Commission,  state  securities  commissions  and  the  North  American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting  policies that will streamline the registration  process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations  designed to promote availability to the
small  business  issuer of these  capital  markets and similar  laws,  rules and
regulations  that may be  adopted  in the future  will  substantially  limit the
demand for "blank  check"  companies  like the Company,  and may make the use of
these companies obsolete.

Research and Development.

     None; not applicable.

Cost and Effects of Compliance with Environmental Laws.


                                    Page -7-

<PAGE>



     None; not applicable.  However,  environmental  laws, rules and regulations
may have an adverse  effect on any business  venture viewed by the Company as an
attractive  acquisition,  reorganization or merger candidate,  and these factors
may further  limit the number of potential  candidates  available to the Company
for acquisition, reorganization or merger.

Number of Employees.

     None.




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

                        ITEM 2. DESCRIPTION OF PROPERTIES

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


The Company's does not  own any property


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

                            ITEM 3. LEGAL PROCEEDINGS

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


None.


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

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

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


No matters were  submitted to a vote of  shareholders  of the Company during the
fiscal year ended December 31, 2002.

                                     PART II


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

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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


Market Information

     There is no  "public  market"  for shares of common  stock of the  Company.
Although  the  Company's  shares  are  quoted on the OTC  Bulletin  Board of the
National Association of Securities Dealers, the Company is unaware of any trades
having been consummated. In any event, no assurance can be given that any market
for the Company's common stock will develop or be maintained.

The ability of an individual  shareholder  to trade their shares in a particular
state may be subject to various

                                    Page -8-

<PAGE>



rules and regulations of that state. A number of states require that an issuer's
securities  be  registered  in  their  state  or  appropriately   exempted  from
registration  before  the  securities  are  permitted  to trade  in that  state.
Presently, the Company has no plans to register its securities in any particular
state.  Further,  most  likely  the  Company's  shares  will be  subject  to the
provisions  of Section  15(g) and Rule 15g-9 of the  Securities  Exchange Act of
1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock"
rule.  Section 15(g) sets forth certain  requirements  for transactions in penny
stocks and Rule  15g-9(d)(1)  incorporates the definition of penny stock as that
used in Rule 3a51-1 of the Exchange Act.

     The Commission generally defines penny stock to be any equity security that
has a market  price less than $5.00 per  share,  subject to certain  exceptions.
Rule 3a51-1  provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
issuer's net tangible assets; or exempted from the definition by the Commission.
If the  Company's  shares are deemed to be a penny stock,  trading in the shares
will be subject to additional sales practice requirements on broker- dealers who
sell penny stocks to persons other than  established  customers  and  accredited
investors,  generally  persons  with  assets in excess of  $1,000,000  or annual
income exceeding $200,000, or $300,000 together with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk disclosure  document  relating to the penny stock market.  A broker- dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
monthly  statements  must be sent  disclosing  recent price  information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in the Company's  Common stock and may affect the
ability of shareholders to sell their shares.

Holders

     The number of record  holders of the Company's  common stock as of the date
of this report is  approximately  26. The Company's  transfer agent is Interwest
Transfer  Company,  Inc.,  1981 East Murray-  Holiday Rd., Salt Lake City,  Utah
84117

Dividends

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.

      In May of 2001, in a private transaction,  the Company sold 120,000 shares
each to Hans  Noerring and Jean  Norerring in order to fund certain  expenses of
the Company.  These  transactions  are deemed exempt pursuant to Section 4(2) of
the Act.


                                    Page -9-

<PAGE>



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

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

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


Overview
--------

     The Company has not engaged in any material  operations or had any revenues
from operations since inception. The Company's plan of operation for the next 12
months  is to  continue  to  seek  the  acquisition  of  assets,  properties  or
businesses  that  may  benefit  the  Company  and its  stockholders.  Management
anticipates that to achieve any such acquisition,  the Company will issue shares
of its common stock as the sole consideration for such acquisition.

Liquidity and Capital Resources
-------------------------------

As of December 31, 2002,  the Company had no assets to pay its  liabilities.  In
the past the Company has paid its expenses by selling shares of its common stock
to its officers and directors  and by officers'  contributions  to capital.  The
Company  anticipates  that it will continue to pay its expenses by contributions
from its officers.

Results of Operations
---------------------

The Company is a development  stage company and has had no operations during the
fiscal year ended December 31, 2002.


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

                          ITEM 7. FINANCIAL STATEMENTS

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


The  financial  statements  of the Company are included  following the signature
page to this form 10-KSB.


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

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

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


The Company has had no disagreements  with its certified public accountants with
respect to accounting practices or procedures of financial disclosure,  however,
there was change in the name of the  accounting  firm from  Andersen  Andersen &
Strong LC to Sellers and Andersen LLC .

                                    PART III


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

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

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



                                    Page -10-

<PAGE>



General
-------

The  following  table sets  forth  certain  information  regarding  the  current
directors and executive officers of the Company:

Name                   Age           Title                            Held Since
----                   ---           -----                            ----------

Hans Noerring*          53      President and Director                2/1/2001

Jean Noerring*          59      Secretary/Treasurer/Director          2/1/2001

*Husband and Wife

All  directors  hold office until the next annual  meeting of  stockholders  and
until  their  successors  have been duly  elected  and  qualified.  There are no
agreements  with  respect to the  election  of  directors.  The  Company has not
compensated its directors for service on the Board of Directors or any committee
thereof.  As of the date  hereof,  no  director  has  accrued  any  expenses  or
compensation. Officers are appointed annually by the Board of Directors and each
executive  officer  serves  at the  discretion  of the Board of  Directors.  The
Company does not have any standing committees at this time.

         No director,  Officer, affiliate or promoter of the Company has, within
the past five years,  filed any bankruptcy  petition,  been convicted in or been
the  subject of any  pending  criminal  proceedings,  or is any such  person the
subject or any order, judgment or decree involving the violation of any state or
federal securities laws.

         The business  experience of each of the persons listed above during the
past five years is as follows:

Hans Noerring: Director and President

         Mr. Noerring,  since 1987 has been employed by Reynolds Construction as
a truck driver.  Previous to that he was employed by Coca Cola of Salt Lake City
from 1980-87,  Superior Floor  Covering of Salt Lake City from 1975-79,  and for
the Southeast Furniture of Salt Lake City from 1970-75.

Jean Noerring: Director, Treasurer/Secretary

     Mrs.  Noerring retired in 1999. Prior to that she worked as a telemarketing
supervisor from 1997-99 and as a secretary from 1983-96.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

Except as indicated below, to the knowledge of management,  during the past five
years, no present or former director,  executive  officer or person nominated to
become a director or an executive officer of the Company:

(1) filed a petition under the federal  bankruptcy laws or any state  insolvency
law, nor had a receiver,  fiscal agent or similar  officer  appointed by a court
for the business or property of such person,  or any partnership in which he was
a general partner at or within two years before the time of such filing;

(2) was  convicted  in a  criminal  proceeding  or named  subject  of a  pending
criminal proceeding (excluding traffic violations and other minor offenses);

(3) was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated,  of any court of competent  jurisdiction,  permanently  or
temporarily enjoining him from or otherwise limiting, the following activities:

                                    Page -11-

<PAGE>

              (i) acting as a futures commission  merchant,  introducing broker,
              commodity trading advisor,  commodity pool operator, floor broker,
              leverage  transaction  merchant,  associated  person of any of the
              foregoing,  or as an investment  advisor,  underwriter,  broker or
              dealer in  securities,  or as an  affiliate  person,  director  or
              employee of any investment  company,  or engaging in or continuing
              any conduct or practice in connection with such activity;

              (ii)  engaging in any type of business practice; or

              (iii) engaging in any activity in connection  with the purchase or
              sale of any  security  or  commodity  or in  connection  with  any
              violation  of  federal  or  state   securities   laws  or  federal
              commodities laws;

(4)  was the  subject  of any  order,  judgment,  or  decree,  not  subsequently
reversed,  suspended,  or vacated,  of any federal or state  authority  barring,
suspending or otherwise  limiting for more than 60 days the right of such person
to engage in any activity  described  above under this Item, or to be associated
with persons engaged in any such activity;

(5) was found by a court of competent  jurisdiction  in a civil action or by the
Securities  and  Exchange  Commission  to have  violated  any  federal  or state
securities  law,  and the  judgment  in such  civil  action  or  finding  by the
Securities  and  Exchange   Commission  has  not  been  subsequently   reversed,
suspended, or vacated.

(6) was found by a court of competent  jurisdiction  in a civil action or by the
Commodity  Futures Trading  Commission to have violated any federal  commodities
law, and the judgement in such civil action or finding by the Commodity  Futures
Trading Commission has not been subsequently reversed, suspended or vacated.

Since the Company ceased operations in 1990, the Company knows of no person, who
at any time  during  the  subsequent  fiscal  years,  was a  director,  officer,
beneficial  owner of more than ten percent of any class of equity  securities of
the  registrant  registered  pursuant to Section 12 ("Reporting  Person"),  that
failed to file on a timely basis any reports  required to be furnished  pursuant
to  Section  16 (a).  Based  upon a  review  of Forms 3 and 4  furnished  to the
registrant  under Rule 16a-3(d)  during its most recent fiscal year,  other than
disclosed below, the registrant knows of no Reporting Person that failed to file
the required reports during the most recent fiscal year or prior years.

The following table sets forth as of December 31, 2002, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16(a) during the most recent fiscal year or prior years.

              Name                Position                        Reports  Filed
              ----                --------                        -------  -----

              NONE


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

                         ITEM 10. EXECUTIVE COMPENSATION

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


Cash Compensation

There was no cash  compensation paid to any director or executive officer of the
Company during the fiscal years ended December 31, 2002, 2001, and 2000.

Bonuses and Deferred Compensation

None.

                                    Page -12-

<PAGE>


Compensation Pursuant to Plans

None.


Pension Table

None.


Other Compensation

None


Compensation of Directors

None.


Termination of Employment and Change of Control Arrangement

There  are no  compensatory  plans or  arrangements,  including  payments  to be
received from the Company, with respect to any person named in Cash Compensation
set out above  which  would in any way  result in  payments  to any such  person
because of his resignation,  retirement,  or other  termination of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company,  or a change in the person's  responsibilities  following a changing in
control of the Company.

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

    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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


The  following  table  sets  forth  certain  information  furnished  by  current
management  concerning  the  ownership  of  common  stock of the  Company  as of
December  31,  2002,  of (i) each  person who is known to the  Company to be the
beneficial owner of more than 5 percent of the Common Stock;  (ii) all directors
and  executive  officers;  and (iii)  directors  and  executive  officers of the
Company as a group:

                                Amount and Nature
Name and Address                  of Beneficial
of Beneficial Owner                Ownership(1)                 Percent of Class

Hans Noerring (Pres/Dir)*            120,000                         16.3%
5821 Immigration Canyon
Salt Lake City, Utah 84108

Jean Noerring (Sec/Treas/Dir)*       120,000                         16.3%
5821 Immigration Canyon
Salt Lake City, Utah 84108

George D. Davis                       40,000                          5.4%
1099 East Ida Circle
Sandy, Utah 84093

All officers and
directors as a group                 240,000                         32.6%

* Husband and Wife


                                    Page -13-

<PAGE>



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

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


Transactions with Management and Others

Except as indicated below, and for the periods indicated, there were no material
transactions,  or series of similar  transactions,  since the  beginning  of the
Company's last fiscal year, or any currently proposed transactions, or series of
similar  transactions,  to which the Company was or is to be party, in which the
amount involved exceeds $60,000, and in which any director or executive officer,
or any  security  holder  who  is  known  by the  Company  to own of  record  or
beneficially  more than 5% of any class of the Company's  common  stock,  or any
member of the immediate family of any of the foregoing persons, has an interest.

Indebtedness of Management

There were no material  transactions,  or series of similar transactions,  since
the  beginning of the  Company's  last fiscal year,  or any  currently  proposed
transactions,  or series of similar transactions, to which the Company was or is
to be a party,  in which the amount  involved  exceeds  $60,000 and in which any
director  or  executive  officer,  or any  security  holder  who is known to the
Company  to own of  record  or  beneficially  more  than 5% of any  class of the
Company's  common  stock,  or any member of the  immediate  family of any of the
foregoing persons, has an interest.

Transactions with Promoters

There have no material  transactions  between the Company and its  promoters  or
founders.


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

                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

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


(a) (1) Financial Statements. The following financial statements are included in
this report:


Title of Document                                                           Page
-----------------                                                           ----
Report of Sellers and Andersen, Certified Public Accountants                 18

Balance Sheet as of December 31, 2002                                        19

Statements of Operations for years ended December 31, 2002,  and 2001
      and the period April 24, 1975 to December 31, 2002                     20

Statements of Changes in Stockholders' Equity for the period April 24,
    1975 to December 31, 2002                                                21

Statements of Cash Flows for the years ended December 31, 2002, and
    2001 and the period April 24, 1975 to December 31, 2002                  22

Notes to Financial Statements                                                23


                                    Page -14-

<PAGE>



(a)(2)  Financial  Statement   Schedules.   The  following  financial  statement
schedules are included as part of this report:

None.

(a)(3) Exhibits.  The following  exhibits are included as part of this report by
reference:

99.1 Certifications,  dated March 5, 2003, required by Section 906 of the Public
     Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C ss.
     1350, as adopted). Attached hereto

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

                                   SIGNATURES

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


         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                     DRILLING, INC.
                                                     (Registrant)

                                                     By:   S/ Hans Noerring
                                                        ----------------------
                                                        Hans Noerring
                                                        President and Director

Dated: 5th day of March, 2003.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities indicated on the 5thday of March, 2003.


 S/ Hans Noerring
------------------------------------
Hans Noerring
Director and Chief Executive Officer


 S/ Jean Noerring
------------------------------------
Jean Noerring
Director and Treasurer








                                    Page -15-

<PAGE>



                                 CERTIFICATIONS

     I, as President and Chief Executive Officer, certify that:

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

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 the period covered by this annual report;

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

 4.  The  registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
         (a) designed  such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;
         (b) evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
annual report ("Evaluation Date"); and
         (c)  presented  in this  annual  report  our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

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

Date: March 5, 2003                  S/ Hans Noerring
                                    -----------------------------------------
                                    Hans Noerring, President & CEO



                                    Page -16-

<PAGE>



I, as Treasurer and Chief Financial Officer, certify that:

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

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 the period covered by this annual report;

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

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
         (a) designed  such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;
         (b) evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
annual report ("Evaluation Date"); and
         (c)  presented  in this  annual  report  our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

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

 Date: March 5, 2003                S/ Jean Noerring
                                    ------------------------------------------
                                    Jean Noerring, Treasurer & CFO


                                    Page -17-

<PAGE>









SELLERS AND ANDERSEN, L. L.C.
-----------------------------
Certified Public Accountants and Business Consultants
                                                  941 East 3300 South, Suite 202
                                                      Salt Lake City, Utah 84106
                                                          Telephone 801 486-0096
Member SEC Practice Section of the AICPA                        Fax 801 486-0098


Board of Directors
Drilling, Inc.
Salt Lake City, Utah

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying  balance sheet of Drilling,  Inc.  (development
stage  company)  at  December  31,  2002,  and  the  statements  of  operations,
stockholders'  equity,  and cash flows for the years ended December 31, 2002 and
2001,  and the period April 24, 1975 (date of  inception)  to December 31, 2002.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management  as well as  evaluating  the overall
financial  statements  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 Drilling,  Inc. at December 31,
2002 and the results of operations,  and cash flows for the years ended December
31, 2002 and 2001 and the period April 24, 1975 (date of  inception) to December
31, 2002, in conformity with  accounting  principles  generally  accepted in the
United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company does not have  sufficient
working capital to service its debt and for its planned  activity,  which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in  regard to these  matters  are  described  in Note 4.  These  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Salt Lake City, Utah
March 3, 2003                                           s\Sellers and Andersen

                                    Page -18-

<PAGE>

                                 DRILLING, INC.
                           (Development Stage Company)
                                  BALANCE SHEET
                                December 31, 2002

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



ASSETS
CURRENT ASSETS

   Cash                                                                $   --
                                                                       --------

      Total Current Assets                                             $   --
                                                                       ========


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

    Accounts payable                                                   $   --
                                                                       --------

   Total Current Liabilities                                               --
                                                                       --------

STOCKHOLDERS' EQUITY

    Common stock
         100,000,000 shares authorized  at $0.001 par value;
         737,200 shares issued and outstanding                              737
    Capital in excess of par value                                       50,440
    Accumulated deficit during development stage                        (51,177)
                                                                       --------

          Total Stockholders' Equity                                       --
                                                                       --------

                                                                       $   --
                                                                       ========



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

                                    Page -19-

<PAGE>



                                 DRILLING, INC.
                          ( Development Stage Company )
                             STATEMENT OF OPERATIONS
             For the Years Ended December 31, 2002 and 2001 and the
         Period April 24, 1975 (date of inception) to December 31, 2002

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


                                   Dec 31,         Dec 31,      Apr 24, 1975
                                    2002           2001        to Dec 31, 2002
                                  ---------       ---------    ---------------

REVENUES                          $    --         $    --         $    --

EXPENSES                              3,846          14,471          51,177
                                  ---------       ---------       ---------

NET LOSS                          $  (3,846)      $ (14,471)      $ (51,177)
                                  =========       =========       =========






NET LOSS PER COMMON SHARE

   Basic                          $    --         $   (.02)
                                  ---------       ---------



AVERAGE OUTSTANDING SHARES

    Basic                           737,200         737,200
                                  ---------       ---------









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

                                    Page -20-

<PAGE>
<TABLE>
<CAPTION>

                                        DRILLING, INC.
                                ( Development Stage Company )
                         STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
           For the Period April 24, 1975 (date of inception ) to December 31, 2002

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


                                               Common Stock       Capital in
                                           --------------------    Excess of    Accumulated
                                            Shares      Amount     Par Value       Deficit
                                           --------    --------    ---------   -------------
<S>                                        <C>         <C>         <C>         <C>
Balance April 24, 1975                        --       $   --       $   --       $   --

Issuance of common shares for cash          29,200           29        1,431         --
   at $.05 - September 9, 1984
Net operating loss for the year ended
   December 31, 1984                          --           --           --         (1,460)
Issuance of common shares for cash
 at $.05 - July 23, 1985                   160,000          160        7,840         --
Net operating loss for the year ended
   December  31, 1985                         --           --           --         (8,000)
Issuance of common shares for cash
   at $.05 - February 12, 1986             108,000          108        5,292         --
Net operating loss for the year ended
   December 31, 1986                          --           --           --         (5,400)
Issuance of common shares for cash
   at $.09 - December 18, 1991             200,000          200       17,800         --
Net operating loss for the year ended
   December 31, 1991                          --           --           --        (18,000)
                                           --------    --------    ---------   -----------


Balance  December 31, 2000                 497,200          497       32,363     (32,,860)

Issuance of common shares for cash
   at $.05 - May 20, 2001                  240,000          240       11,760         --
Contributions to capital - expenses           --           --          2,471         --
Net operating loss for the year
   ended December 31, 2001                    --           --           --        (14,471)
                                           --------    --------    ---------   -----------


Balance December 31, 2001                  737,200          737       46,594      (47,331)

Contributions to capital - expenses           --           --          3,846         --
Net operating loss for the year
   ended December 31, 2002                    --           --           --         (3,846)

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

Balance December 31, 2002                  737,200     $    737     $ 50,440     $(51,177)
                                          ========     ========     ========     ========








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


                                          Page -21-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                        DRILLING, INC.
                                ( Development Stage Company )
                                   STATEMENT OF CASH FLOWS
         For the Years Ended December 31, 2002 and 2001 and the Period April 24, 1975
                          (date of inception) to December 31, 2002

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


                                                     Dec 31,       Dec 31,   Apr 24, 1975 to
                                                      2002          2001       Dec 31, 2002
                                                    --------      --------    --------------
<S>                                                 <C>           <C>         <C>
CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                         $ (3,846)     $(14,471)     $(51,177)

   Adjustments to reconcile net loss to
       net cash provided by operating
       activities

       Contributions to capital - expenses             3,846         2,471         6,317
       Changes in accounts payables                     --            --


          Net Cash Flows Used in Operations             --          12,000       (44,860)
                                                    --------      --------      --------

CASH FLOWS FROM INVESTING
   ACTIVITIES                                           --            --            --
                                                    --------      --------      --------

CASH FLOWS FROM FINANCING
   ACTIVITIES

         Proceeds from issuance of common stock         --          12,000        44,860
                                                    --------      --------      --------

   Net Change  in Cash                                  --            --            --

   Cash at Beginning of Period                          --            --            --
                                                    --------      --------      --------

   Cash at End of Period                            $   --        $   --        $   --
                                                    ========      ========      ========


NON CASH FLOWS FROM OPERATING ACTIVITIES


   Contributions to capital for expenses                                           6,317
                                                                                --------





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

                                          Page -22-
</TABLE>

<PAGE>


                                 DRILLING, INC.
                          ( Development Stage Company )
                          NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


1. ORGANIZATION

The Company was incorporated  under the laws of the state of Nevada on April 24,
1975 with authorized common capital stock of 2,500 shares with no par value with
the name  "Domi  Associates,  Inc." On March  9,  2001 the name was  changed  to
"Drilling,  Inc." with an increase in the  authorized  common  capital  stock to
100,000,000  with a par value of $0.001 and a forward  stock split of 200 shares
for each outstanding share.

The  principal  business  activity of the Company has been the  acquisition  and
development  of  mineral  properties.  During  1992 the  Company  abandoned  the
activity and became inactive.

This report has been prepared  showing after stock split shares with a par value
of $0.001 from inception.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy
---------------

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes
------------

On December 31, 2002,  the Company had a net operating  loss available for carry
forward of $51,177.  The tax benefit of $15,353 from the  carryforward  has been
fully offset by a valuation reserve because the use of the future tax benefit is
doubtful since the Company has no operations. The net operating loss will expire
starting in 2000 through 2023.

Basic Net Income (Loss) Per Share
---------------------------------

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average number of shares actually outstanding.

Financial Instruments
---------------------

The carrying amounts of financial instruments are considered by management to be
their estimated fair values.





                                    Page -23-

<PAGE>


                                 DRILLING, INC.
                          ( Development Stage Company )
                    NOTES TO FINANCIAL STATEMENTS (Continued)

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


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.

Recent Accounting Pronouncements
--------------------------------

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officer-directors   have  have  acquired  32%  of  the  common  stock  and  made
contributions to the Company's by the payment of expenses of $6,317.

4.  GOING CONCERN

The  Company  does  not  have the  working  capital  necessary  to  service  its
liabilities and for its planned  activity which raises  substantial  doubt about
its ability to continue as a going concern.

Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
additional  working  capital and the  management  of the Company has developed a
strategy,  which it believes will accomplish this objective  through  additional
equity  funding,  and long term  financing,  which will  enable  the  Company to
operate for the coming year.



                                    Page -24-