UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

================================================================================

                                   FORM 10-KSB

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

     For the fiscal year ended July 31, 2003.
     Commission File Number:  333-75048


[_]  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
     OF 1934.

     For the transition period from                  to                       .
                                    ----------------    ----------------------
     Commission file number
                            ------------------------


                              GROWTH MERGERS, INC.
                 (Name of small business issuer in its charter)

Nevada                                                    88-0488069
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                   8846 Shamu Court, Las Vegas, NV, USA 89147
                    (Address of principal executive offices)

                                  888-772-6999
                           (Issuer's telephone number)

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

     Title of each class          Name of each exchange on which registered

          None                                      N/A

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

                                  Common Stock


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

                              (x) Yes       ( ) No

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



<PAGE>






     information  statements  incorporated by reference in Part III of this Form
     10-KSB or any amendment to this Form 10-KSB. ( )

         State issuer's revenues for its most recent fiscal year.   $Nil

     Indicate by check mark whether the registrant is an  accelerated  filer (as
     defined in Rule 12b-2 of the Act)

                              ( ) Yes       (x) No

     The aggregate  market value of the common stock held by  non-affiliates  of
     the issuer as of October 31, 2003, was $58,367,500. based on the average of
     the bid and  asked  prices  of $5.00 as  reported  on the Over The  Counter
     Electronic Bulletin Board on October 10, 2003, being the last day the stock
     traded prior to October 31, 2003.

     As of October 31, 2003, there were 11,673,500 shares of common stock, $.001
     par value, issued and outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

     If the following documents are incorporated by reference,  briefly describe
     them and identify the part of the Form 10-KSB (e.g., Part 1, Part II, etc.)
     into which the document is incorporated:  (1) any annual report to security
     holders;  (2) any proxy or information  statements;  and (3) any prospectus
     filed  pursuant  to  Rule  424(b)  or  (c) of the  Securities  Act of  1933
     ("Securities  Act"). The listed  documents should be clearly  described for
     identification purposes (e.g., annual report to security holders for fiscal
     year ended December 24, 1990.)

     There is no annual report, proxy statement, or prospectus to incorporate by
     reference.



<PAGE>






PART I
------

ITEM 1.

DESCRIPTION OF BUSINESS
-----------------------

Growth Mergers Inc., (the "Company") was incorporated on February 1, 2001 in the
State of Nevada.  The Company  received a trading  symbol on the OTC  Electronic
Bulletin  Board which is  sponsored by the National  Association  of  Securities
Dealers Inc. (NASD) on August 29, 2002.

Through its wholly owned subsidiary,  Adult Mergers, Inc., the Company owned and
operated online adult entertainment  websites. In December,  2002, the Company's
shareholders  approved a distribution,  by way of dividend, of substantially all
of the Company's assets,  being 11,823,500 shares of common stock (the "Spin-off
Shares")  in the  capital  stock of Winmark  Enterprises  Inc.  (formerly  Adult
Mergers Inc.).  Subsequent to the  distribution,  150,000 shares of common stock
were  returned to treasury,  decreasing  the issued and  outstanding  capital to
11,673,500.

On February 7, 2003, the Company  announced the resignations of Winston Barta as
President,  Chief  Executive  Officer,  Secretary and  Director,  along with the
resignations  of Graham  Hunter and Chase  Norlin as  Directors  of the Company,
effective January 30, 2003.

The Company further  announced the appointment of David Jackson as President and
Chief Executive Officer, John Wells as Chief Financial Officer and David A. Hite
as Secretary.  Messrs. Jackson, Wells and Hite constitute the Company's Board of
Directors.

Effective  March 7, 2003, the Company moved its corporate  headquarters  to 8846
Shamu Court, Las Vegas, Nevada, USA. 89147. Telephone: 888-772-6999.

Growth Mergers Inc. has changed its business to that of providing assistance, to
promising early and mezzanine stage companies  through  consulting and corporate
advisory  services.  The Company expects to be compensated for these services in
cash or equity.  To this end, the Company is examining a number of opportunities
but due to the  current  difficult  economic  environment  is  exercising  extra
caution.

The  Company  is in  the  development  stage  and  will  continue  to be in  the
development  stage  until  the  Company  receives   significant   revenues  from
operations.  The new  Board of  Directors  is  currently  assessing  a number of
opportunities  and intends to  vigorously  pursue any prospect  where there is a
potential for success.  The Company's  ability to achieve its objective  will be
dependent  upon  its  ability  to  provide  sufficient   services  to  earn  its
compensation.

As a result,  the ability of the Company to emerge  from its  development  stage
with respect to its planned  principal  business  activity is dependent upon its
ability to attain profitable operations. The Company is in the development stage
and will  continue to be in the  development  stage  until the Company  achieves
significant  revenues from  operations.  Although planned  principal  activities
commenced with respect to the former online adult  entertainment  websites,  the
Company did not receive significant  revenue,  and has disposed of this business
as described in Note 5 of the financial  statements as at July 31, 2003.  During
the period since inception on February 1, 2001 to July 31, 2003, the Company has
incurred operating losses aggregating  $1,436,516.  At July 31, 2003 the Company
has a working  capital  deficiency  of $17,014  and a  stockholders'  deficit of
$17,014.  In a  development  stage  company,  management  devotes  most  of  its
activities in developing a market for its products and services.  The ability of
the Company to emerge  from the  development  stage with  respect to its planned
principal  business  activity is dependent upon its ability to attain profitable
operations.  There is no guarantee  that the Company will be able to identify or
successfully  acquire  businesses  or assets  that will  produce  profitability.
Moreover,  if a  potential  business  or  asset  is  identified  which  warrants
acquisition or  participation,  additional funds may be required to complete the
acquisition  or  participation,  and the  Company may not be able to obtain such
financing on terms which are  satisfactory to the Company.  There is substantial
doubt regarding the Company's ability to continue as a going concern.





<PAGE>






ITEM 2.  DESCRIPTION OF PROPERTIES
         -------------------------

The Company  rents its  operating  facilities  located at 8846 Shamu Court,  Las
Vegas,  Nevada,  USA, 89147.  These  facilities are provided to us at no charge.
This operating facility functions as our main operating facility.


ITEM 3.  LEGAL PROCEEDINGS
         -----------------

We are not aware of any legal proceedings  against us. We may be involved,  from
time to time, in various  legal  proceedings  and claims  incident to the normal
conduct of our business.


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

During the fourth  quarter ended July 31, 2003,  no matters were  submitted to a
vote of security holders.


PART II
-------

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

The Company received a trading symbol on the OTC Electronic Bulletin Board which
is sponsored by the National  Association of Securities Dealers (NASD) on August
29, 2002. The OTC Electronic Bulletin Board is a network of security dealers who
buy and sell stock.  The  dealers  are  connected  by a computer  network  which
provides information on current "bids" and "asks" as well as volume information.

The Company has 11,673,500 registered, issued and outstanding common shares. The
Company has paid no cash dividends and has no outstanding  options.  There is no
public offering of equity and there is no proposed public offering of equity.

From August 29, 2002 through July 31, 2003, the issuer's common stock was quoted
between  a low bid of $0.00  per  share and a high bid of $6.00 per share on the
Bulletin Board. Such  over-the-counter  quotations reflect  inter-dealer prices,
without retail markup, markdown, or commission and may not necessarily represent
actual  transactions.  The following chart shows the high and low bid prices per
share per calendar quarter from August 29, 2002 to July 31, 2003.

                           High Bid Price           Low Bid Price
                        --------------------     -------------------
First Quarter 2002              $0.00                   $0.00
Second Quarter 2003             $4.00                   $0.00
Third Quarter 2003              $4.90                   $1.01
Fourth Quarter 2003             $6.00                   $1.25

On July 31, 2003, there were 98 holders of record of the Company's common stock.

No dividends  on any of the  Company's  shares were  declared or paid during the
years  2002 or to date in  2003,  nor  are  any  dividends  contemplated  in the
foreseeable future.

There were no common stock issuances during the fiscal year ended July 31, 2003.
Due to a  cancellation  of 150,000  shares,  all of which were  returned  to the
Company's  treasury,  the issued and  outstanding  capital  was  decreased  from
11,823,500 to 11,673,500.


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

The following table outlines  certain  selected  financial data, which should be
read in conjunction  with, and are qualified in their entirety by, the financial
statements and related notes thereto.




                                        2
<PAGE>






STATEMENT OF OPERATIONS DATA FOR THE YEAR ENDED JULY 31
-------------------------------------------------------

                                                     2003             2002
                                                --------------   --------------
     Revenues                                   $         nil    $         nil
     Loss before discontinued operations             (354,873)        (951,291)
     Loss from discontinued operations                (15,231)         (88,682)
     Net loss                                        (370,104)      (1,039,973)
     Net loss per share - basic and diluted
         Loss before discontinued operations            (0.03)           (0.08)
         Loss from discontinued operations                  -            (0.01)
         Net loss                                       (0.03)           (0.09)
     Weighted average shares outstanding           11,823,500       11,292,000


BALANCE SHEET DATA AS AT JULY 31
--------------------------------

                                                     2003             2002
                                                --------------   --------------
     Cash                                       $       13,531   $       17,173
     Working capital (deficiency)                      (17,014)         345,058
     Total assets                                       13,531          356,080
     Total liabilities                                  30,545            7,792
     Stockholders' equity (deficit)                    (17,014)         348,288

PLAN OF OPERATIONS
------------------

As we are a  development  stage  company,  we are  devoting  most of our time to
exploring  certain  opportunities.  As part of our plan to  analyze  alternative
acquisition  opportunities,  we have identified  several  situations,  one which
involves oil and gas and one which involves waste management.

The oil and gas properties are in Thailand.  We are  negotiating the acquisition
of certain  rights in and to those  properties.  If we acquire those rights,  we
will  initiate a detailed plan of operations  for those  properties,  which will
include the raising the funds necessary to develop those properties.

The waste  management  opportunity is located in the United Kingdom and consists
of the  development  of a process  whereby  motor  vehicles  and  various  waste
products  associated  with motor  vehicles are  recycled  into steel and related
products,  rather  than  disposed  of as scrap.  This is a new  process and will
require  substantial  research  and  development,  which will begin when we have
acquired that opportunity.

To satisfy our cash requirements for the next 12 months, we have determined that
we will be required to offer and sell our securities in one or more transactions
which will be exempt from the registration requirements of the Securities Act of
1933 and the rules and regulations  promulgated pursuant thereto. The particular
exemptions upon which we will rely are not known at this time. We are,  however,
negotiating  for  $250,000.00 in additional  cash,  which would be received as a
result  of the  offer  and  sale  of our  securities  in one  or  more  of  such
transactions.  We  believe  that  $250,000.00  will  be  adequate  to  fund  our
operations during the next 12 months.

If we acquire those opportunities, it will be necessary that we raise additional
funds to put those opportunities into operation and cause those opportunities to
become profitable businesses.


YEAR ENDED JULY 31, 2003 COMPARED TO YEAR ENDED JULY 31, 2002
-------------------------------------------------------------

Revenues
--------

Revenues were nil in 2003 and 2002. The Company had previously  earned  revenues
through its  discontinued  operations,  which realized  revenues of $565 for the
year ended July 31, 2003  compared to revenues of $1,027 for the year ended July
31, 2002.






                                        3
<PAGE>




Costs and Expenses
------------------

Consulting fees and wages remain the largest  expense.  The expense for the year
ended July 31, 2003 was  $332,655,  as  compared to $804,882  for the year ended
July 31, 2002.  Prior to the year ended July 31, 2003, the Company  entered into
various  consulting  contracts  and paid these  contracts  with the  issuance of
common shares.  During this fiscal year, no common shares have been issued.  The
excess  of the  amount  paid for the  shares,  being  $0.01 per  share,  and the
proposed Initial Public Offering Price ("IPO") of $0.20 per share was treated as
compensation  expense in accordance  with SEC staff policy on valuing  shares in
the first year prior to an IPO. The consultants contract was a one-year contract
starting  November 14, 2001  extending to November  14, 2002.  The  compensation
expense of $950,000 was charged to operations over the one-year period beginning
November 14, 2001 of which  $672,917 was charged in fiscal 2002 and $277,083 was
charged in fiscal 2003. Additionally, shares were issued pursuant to Rule 506 of
Regulation D and  Regulation S for  services  rendered or to be rendered.  These
shares were  valued at $0.20 per share in  accordance  with SEC staff  policy on
valuing  shares in the first year prior to an IPO. The  compensation  expense of
$215,200 was charged to operations over the one-year  period,  of which $156,606
was charged in fiscal 2002 and  $58,594  was charged in fiscal  2003.  As shares
were exchanged for services, these expenses charged to Consulting fees and wages
represent no cash outlay for the Company.

Legal and organizational  expense for the year ended July 31, 2003 was $9,963 as
compared  to $22,792  for the year ended July 31,  2002.  The  majority of these
expenses in the prior fiscal year related to the ongoing legal costs  associated
with the process of going public.

Promotion  and trade  show  expense  for the year  ended  July 31,  2003 was nil
compared  to $30,643  for the year ended July 31,  2002.  The  majority of these
expenses in fiscal 2002  related to costs  associated  with  traveling  to trade
shows and identifying potential acquisition targets.

Discount on shares  issued  expensed for the year ended July 31, 2003 was nil as
compared to $74,750 for the year ended July 31, 2002.  The Company  accepted and
executed  subscription  agreements  and issued 747,500 shares at $0.10 per share
for cash  proceeds of $74,750.  These shares were issued to friends and business
associates  of  the  original  shareholder  and  President  of the  Company.  In
accordance with SEC staff policy on valuing shares in the first year prior to an
IPO,  these  shares  are deemed to be issued at $0.20 per share  resulting  in a
$0.10  per share  discount.  This  amount,  totaling  $74,750,  was  charged  to
operations during fiscal 2002.

Web site  development  expense for the year ended July 31,  2003 was $5,145,  as
compared to $10,391 for the year ended July 31, 2002.  This  expense  represents
the amortization of web site development costs.

The Company reported total expenses for the year ended July 31, 2003 of $354,873
as compared to $951,291  for the year ended July 31,  2002.  The majority of the
decrease  relates to the reduction in consulting fees and wages from $804,882 in
fiscal 2002 to $332,655 in fiscal 2003,  discount on shares  issued from $74,750
in fiscal 2002 to nil in fiscal 2003, and promotion and trade shows from $30,643
in fiscal 2002 to nil in fiscal 2003.

Loss from  discontinued  operations  decreased  from  $88,682 in fiscal  2002 to
$15,231 in fiscal 2003. This represents the Company's  former  activities in the
online adult entertainment  industry.  On November 30, 2002, the Company's Board
of  Directors  unanimously  approved  the  distribution  by way of a dividend of
substantially  all of the Company's  assets,  being 11,673,500  shares of common
stock in the capital of Winmark  Enterprises  Inc., the Company's  former wholly
owned subsidiary. Therefore, the operations of Winmark have been reclassified as
discontinued operations.

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

The Company has a working capital deficiency of $17,014 as of July 31, 2003. The
Company  also  has  short-term  debt  of  $30,545,  long-term  debt of nil and a
stockholders' deficit of $17,014 as at July 31, 2003.

The Company has  generated  substantial  operating  losses since  inception  The
Company is in the  development  stage and will continue to be in the development
stage until the Company achieves significant revenues from operations.  Although
planned principal  activities  commenced with respect to the former online adult
entertainment websites, the Company did not receive significant revenue, and has
disposed of this business  effective  November 30, 2002. During the period since
inception  on  February  1, 2001 to July 31,  2003,  the  Company  has  incurred
operating losses aggregating $1,436,516.




                                        4
<PAGE>





In a development  stage  company,  management  devotes most of its activities in
developing a market for its products and services. The ability of the Company to
emerge from the development stage with respect to its planned principal business
activity is dependent upon its ability to attain profitable operations. There is
no guarantee that the Company will be able to identify or  successfully  acquire
businesses or assets that will produce  profitability.  Moreover, if a potential
business or asset is identified  which warrants  acquisition  or  participation,
additional  funds may be required to complete the acquisition or  participation,
and the  Company  may not be able to obtain  such  financing  on terms which are
satisfactory to the Company.

These factors,  among others,  raise  substantial  doubt regarding the Company's
ability to continue as a going concern.  The financial statements do not include
any adjustments relating to the recoverability of assets and carrying amounts of
liabilities  that might be necessary should the Company be unable to continue as
a going concern.

For the year ended July 31, 2003, cash used by operating  activities was $12,017
compared to $39,324 for the year ended July 31, 2002.  The use of funds  related
to the operating costs of the Company.

Cash  provided by financing  activities  was $20,375 for the year ended July 31,
2003,  compared to $74,750 for the year ended July 31,  2002.  Cash  provided by
financing  activities  for the year ended July 31,  2003 was  generated  through
advances  from  related  parties  in the amount of  $20,375.  Cash  provided  by
financing  activities for the year ended July 31, 2002 was generated through the
sale of common shares of $74,750

The Company  currently  has  $13,531  cash in its bank  account.  The Company is
pursuing multiple growth strategies and assessing a number of opportunities. The
Company intends to vigorously pursue any prospect where there is a potential for
success as well as the possibility of acquiring an existing  revenue  generating
business.


APPLICATION OF CRITICAL ACCOUNTING ISSUES
-----------------------------------------

Our financial  statements are prepared in accordance with accounting  principles
generally  accepted  in the  United  States  of  America.  We have not  produced
significant  revenues from our principal business and we are a Development Stage
Company as defined by Statement of Financial Accounting Standard ("SFAS") No. 7.
Preparing financial  statements in accordance with generally accepted accounting
principles  requires  management to make estimates and assumptions  which affect
the reported  amounts of assets and liabilities and the disclosure of contingent
assets and  liabilities  at the balance  sheet  dates,  and the  recognition  of
revenues and expenses for the reporting periods. These estimates and assumptions
are affected by management's application of accounting policies.


Accounting for Stock-Based Compensation
---------------------------------------

The Company has adopted SFAS No. 123 "Accounting  for Stock Based  Compensation"
which  requires  that stock awards  granted to employees and  non-employees  are
recognized as  compensation  expense based on the fair market value of the stock
award or fair market value of the goods and services received  whichever is more
reliably measurable.

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

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity".  SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). The requirements of SFAS No.
150 apply to issuers'  classification and measurement of freestanding  financial
instruments,  including  those  that  comprise  more than one  option or forward
contract.  SFAS No.  150  does not  apply to  features  that are  embedded  in a
financial  instrument that is not a derivative in its entirety.  SFAS No. 150 is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after June 15,  2003,  except for  mandatorily  redeemable  financial
instruments  of nonpublic  entities.  It is to be  implemented  by reporting the
cumulative  effect  of  a  change  in  an  accounting  principle  for  financial
instruments  created before the issuance date of SFAS No. 150 and still existing
at  the  beginning  of  the  interim  period  of  adoption.  Restatement  is not
permitted.  The  adoption of this  standard  is not  expected to have a material
effect on the Company's results of operations or financial position.



                                        5
<PAGE>




In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation - Transition and Disclosure",  which amends SFAS No. 123 to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  SFAS
No. 148  expands the  disclosure  requirements  of SFAS No. 123 to require  more
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results.  The transition  provisions of SFAS No. 148 are
effective  for fiscal  years ended  after  December  15,  2002.  The  disclosure
provisions of SFAS No. 148 are effective  for financial  statements  for interim
periods  beginning  after December 15, 2002. The Company adopted SFAS No. 148 on
February 1, 2003 and its impact did not have a material  effect on the Company's
results of operations or financial position.

In June,  2002, FASB issued SFAS No. 146,  "Accounting for Costs Associated with
Exit or Disposal Activities". The provisions of this Statement are effective for
exit or disposal  activities  that are initiated  after December 31, 2002,  with
early application encouraged.  This Statement addresses financial accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force (EITF) Issue No. 94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including Certain Costs Incurred in a Restructuring)".  This Statement requires
that a liability  for a cost  associated  with an exit or  disposal  activity be
recognized  when the liability is incurred.  The Company adopted SFAS No. 146 on
January 1, 2003 and its impact did not have a material  effect on its  financial
position or results of operations.

FASB  has  also  issued  SFAS  No.  147 and 149  but  they  will  not  have  any
relationship  to the  operations of the Company  therefore a description of each
and their respective impact on the Company's operations have not been disclosed.


ITEM 7.  FINANCIAL STATEMENTS
         --------------------

Attached hereto and incorporated  herein by reference are the audited  financial
statements  of the  Company as at July 31,  2003,  July 31, 2002 and the related
statements  of  operations,  stockholders'  equity and cash flows for the period
from  February 1, 2002 (date of  inception) to July 31, 2003 and the years ended
July 31, 2003 and 2002.


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

None.


ITEM 8A.  CONTROLS AND PROCEDURES
          -----------------------

Management,  including the Principal  Executive Officer and Principal  Financial
Officer,  have  conducted  an  evaluation  of the  effectiveness  of  disclosure
controls and  procedures  pursuant to Exchange Act Rule 13a-14(c) and 15d-14(c).
This evaluation was conducted within 90 days prior to the filing of this report.
Based  on  that  evaluation,  the  Principal  Executive  Officer  and  Principal
Financial  Officer  concluded  that the  disclosure  controls and procedures are
effective in ensuring that all material information required to be filed in this
annual report has been made known to them in a timely  fashion.  There have been
no  significant  changes in  internal  controls or in other  factors  that could
significantly  affect  internal  controls  subsequent  to the date the Principal
Executive Officer and Principal Financial Officer completed their evaluation.


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        ------------------------------------------------------------------------
        WITH SECTION 15(a) OF THE EXHANGE ACT
        -------------------------------------

Set forth below is certain information concerning each person who was an
executive officer or a director of the Company as of July 31, 2003. All officers
and directors hold office until their respective successors are elected and
qualified, or until their earlier resignation or removal.



                                        6
<PAGE>





Name                          Age    Title                       Term of Service
---------------------------  -----  ---------------------------  ---------------
David B. Jackson
Vancouver, British Columbia         President, Chief Executive
Canada                        57      Officer and Director           6 months

John Wells
London, England                     Chief Financial Officer and
United Kingdom                60      Director                       6 months

David A. Hite
Las Vegas, NV
USA                           61      Secretary and Director         6 months


David B. Jackson
----------------

Growth Mergers, Inc. President and Chief Executive  Officer and Director 02/03 -
   present;
Principal in a Private Mortgage Brokerage Company providing funds to residential
   and commercial borrowers - /02 - present;
Private  investor,  and consultant  to private  and  public corporations - /00 -
   present;
Co-founder,  CEO and Director, Wowtown Inc.,  a network of community advertising
   portals utilizing the  Internet to connect  merchants to  customers through a
   membership driven local resource guide - /99 - /01;
Co-founder and President, Fortune  Entertainment Corporation, a company involved
   in the development and deployment of electronic player station games of skill
   for the gaming sector. Arranged and closed;

Mr. Jackson has over 25 years  experience in the private and public sectors as a
principal,  consultant  and as a director of a number of public  companies.  Mr.
Jackson's experience includes heavy machinery sales, real estate development and
mining  exploration.  He has assisted a number of technology  companies over the
past several years, providing advice and arranging financing.

John Wells
----------

Growth Mergers, Inc. Chief Financial Officer and Director 02/03 - present;
Jupiter Oil and Gas Inc., Director /03 - present;
Veronex Technologies, Inc. - Director /98 - present;

Mr. Wells has extensive knowledge in corporate structuring in many jurisdictions
including Europe,  Canada and the United States. He has acted as a corporate and
financial  advisor in  financing  for start-up  companies,  mainly in the junior
industrial sector.

David A. Hite
-------------

Growth Mergers, Inc. - Secretary and Director 02/03 - present;
Entrust Financial  Services,  Inc. - Vice President,  Secretary-Treasurer  and a
   Director since 07/02- 08/03;
Veronex Technologies,  Inc. - Chairman of the Board, President,  Chief Financial
   Officer  and  Chief  Executive  Officer  from 08/00 - present;  formerly held
   various positions with Veronex Technologies, Inc. and has acted as a Director
   of Veronex since August 21, 1987;

Mr.  Hite has over 35 years  experience  in the public  company  arena.  He is a
licensed  CPA and real estate  broker in  California.  He began his career as an
accountant with the firm of Ernst & Young in 1967.  Since 1972, he has served as
the CFO for several  Fortune 500  companies.  Mr. Hite has a Bachelor of Science
degree in Accounting from California State University at Long Beach.







                                        7
<PAGE>






ITEM 10.  EXECUTIVE COMPENSATION
          ----------------------

The  Company's  current  directors  and officers  receive no  compensation.  The
Company has no stock option plan and no shares were issued to the  directors and
officers  in addition  to what was  registered  on the  Company's  initial  SB-2
registration statement.

There are no current employment agreements between the Company and its executive
officers.

There are no  annuity,  pension or  retirement  benefits  proposed to be paid to
officers,  directors or employees of the Company in the event of  retirement  at
normal  retirement  date  pursuant to any  presently  existing  plan provided or
contributed to by the Company or any of its subsidiaries, if any.


ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          ----------------------------------------------------------------------
          RELATED STOCKHOLDER MATTERS.
          ----------------------------

The following table sets forth, as of October 31, 2003,  certain  information as
to shares of the common  stock owned by (I) each person known by  management  to
beneficially own more than 5% of the outstanding  common stock, (ii) each of the
Company's  directors,  and (iii) all  executive  officers  and  directors of the
Company as a group:

                      Amount and Nature of Beneficial  Percentage of Outstanding
  Name and Address             Shares Owned                  Ownership
--------------------  -------------------------------  -------------------------
  David B. Jackson               Nil                            0%
     John Wells                  Nil                            0%
    David A. Hite                Nil                            0%

There  are no  shareholders  of record  who own more than 5% of the  outstanding
common  stock.  As a group,  all officers and  directors of the Company hold Nil
shares of common stock.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

We intend that any transactions between the company and our officers, directors,
principal  stockholders,  affiliates  or  advisors  will  be on  terms  no  less
favorable to us than those  reasonably  obtainable  from third parties.  To date
there  have been no related  party  transactions  between us and a thirty  party
other than a loan in the third  quarter,  being the period ended April 30, 2003,
which the Company  borrowed from John Wells and David B. Jackson,  two directors
and executive officers of the Company.  The amount of these loans was a total of
$10,000.00 from each of Messrs. Wells and Jackson and are being used for working
capital purposes. The Company issued Promissory Notes of $10,000.00 each to each
of these  directors,  which are  unsecured,  bear a prime  rate of  interest  as
established  by the Bank of  American  and are  payable on demand.  The  Company
recorded interest expense of $375.00 for the year ended July 31, 2003.


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

(a)       The following exhibits are filed as part of this report:

3(i)      Certificate of Incorporation of Growth Mergers, Inc. dated February 1,
          2001 is  incorporated by reference to the S-1  Registration  Statement
          filed with the Securities and Exchange Commission on April 5, 2002.






                                        8
<PAGE>






3(ii)     Bylaws of Growth  Mergers,  Inc. are  incorporated by reference to the
          S-1  Registration  Statement  filed with the  Securities  and Exchange
          Commission on April 5, 2002.

(b)       No  reports  on Form 8-K were  required  to be filed  during  the last
          quarter of the period covered by this report.

(c)       Financial Statements - attached.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.
          ---------------------------------------

(1)       Audit Fees
          ----------

The aggregate fees billed for each of the last two fiscal years for professional
services  rendered by the Manning Elliott for the audit of the annual  financial
statements  and review of  financial  statements  included in the Form 10-QSB or
services  that are  normally  provided  by the  accountant  in  connection  with
statutory  and  regulatory  filings or  engagements  amount to $1,950.00 for the
fiscal year ended July 31, 2003 and $2,625.00 for the fiscal year ended July 31,
2002.

(2)       Audit-Related Fees - Nil
          ------------------

(3)       Tax Fees - Nil.
          --------

(4)       All Other Fees - Nil.
          --------------

(5)       Disclosure Controls and Procedures
          ----------------------------------

We maintain  disclosure controls and procedures that are designed to ensure that
information  required to be  disclosed  in our  Securities  Exchange Act of 1934
reports are recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and  communicated to our management,  including our chief executive  officer and
chief financial  officer,  as appropriate,  to allow timely decisions  regarding
required  disclosure.  Within  90 days  prior  to the date of this  report,  our
management  carried  out an  evaluation,  under  the  supervision  and  with the
participation of our management, including our chief executive officer and chief
financial  officer,  of the  effectiveness  of the design and  operation  of our
disclosure controls and procedures  pursuant to Exchange Act Rule 15d-14.  Based
upon the foregoing,  our chief  executive  officer and chief  financial  officer
concluded  that  our  disclosure   controls  and  procedures  are  effective  in
connection  with the filing of this  Annual  Report on Form  10-KSB for the year
ended July 31, 2003.

(6)       Changes in Internal Controls
          ----------------------------

There were no significant  changes in our internal  controls or in other factors
that could  significantly  affect these controls subsequent to the date of their
evaluation,  including any significant  deficiencies  or material  weaknesses of
internal controls that would require corrective action.



















                                        9
<PAGE>






Growth Mergers, Inc.
(A Development Stage Company)

July 31, 2003


                                                                          Index

Independent Auditors' Report...............................................F-1

Balance Sheets.............................................................F-2

Statements of Operations...................................................F-3

Statements of Cash Flows...................................................F-4

Statement of Stockholders' Equity..........................................F-5

Notes to the Financial Statements..........................................F-6





































                                       F-i
<PAGE>




                                      _ _
                                     |_|_|
                                     |_|_|


M A N N I N G    E L L I O T T            | 11th floor, 1050 West Pender Street,
                                          | Vancouver, BC, Canada V6E 3S7
                                          | Phone: 604.714.3600
                                          | Fax: 604.714.3669
C H A R T E R E D   A C C O U N T A N T S | Web: manningelliott.com




Independent Auditors' Report
----------------------------

To the Stockholders and the Board of Directors
of Growth Mergers, Inc.
(A Development Stage Company)

We have  audited the  accompanying  balance  sheets of Growth  Mergers,  Inc. (A
Development  Stage  Company)  as of July  31,  2003  and  2002  and the  related
statements  of  operations,  stockholders'  equity and cash flows for the period
from  February 1, 2001 (Date of  Inception) to July 31, 2003 and the years ended
July 31, 2003 and 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 audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the aforementioned  financial statements present fairly, in all
material respects, the financial position of Growth Mergers, Inc. (A Development
Stage Company),  as of July 31, 2003 and 2002, and the results of its operations
and its cash flows for the period from  February 1, 2001 (Date of  Inception) to
July 31,  2003 and the years ended July 31, 2003 and 2002,  in  conformity  with
accounting principles generally accepted in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the  Company  has not  generated  any  significant  revenues  since
inception.  These factors raise substantial doubt about the Company's ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  discussed  in  Note  1.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.






CHARTERED ACCOUNTANTS

Vancouver, Canada

November 4, 2003




                                       F-1
<PAGE>




<TABLE>
<CAPTION>
Growth Mergers, Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)


                                                                   July 31,            July 31,
                                                                     2003                2002
                                                                      $                   $
                                                               ----------------    ----------------

                                     ASSETS

Current Assets

<S>                                                            <C>                 <C>
Cash                                                                   13,531              17,173
Prepaid expenses (Note 4)                                                   -             335,677
---------------------------------------------------------------------------------------------------

Total Current Assets                                                   13,531             352,850

Discontinued Operations (Note 5)                                            -               3,230
---------------------------------------------------------------------------------------------------

Total Assets                                                           13,531             356,080
===================================================================================================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts payable                                                        5,825               5,192
Accrued liabilities                                                     4,345               2,500
Due to related parties (Note 3)                                        20,375                 100
---------------------------------------------------------------------------------------------------

Total Current Liabilities                                              30,545               7,792
---------------------------------------------------------------------------------------------------

Contingent Liability (Note 1)

Stockholders' Equity (Deficit)

Common Stock: 100,000,000 common shares authorized with
a par value of $0.001; 11,823,500 issued and outstanding               11,824              11,824

Additional Paid-in Capital                                          1,407,678           1,402,876

Deficit Accumulated During the Development Stage                   (1,436,516)         (1,066,412)
===================================================================================================

Total Stockholders' Equity (Deficit)                                  (17,014)            348,288
===================================================================================================

Total Liabilities and Stockholders' Equity                             13,531             356,080
===================================================================================================
</TABLE>















    The accompanying notes are an integral part of these financial statements

                                       F-2
<PAGE>




<TABLE>
<CAPTION>
Growth Mergers, Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)


                                                Accumulated from
                                                February 1, 2001          For the             For the
                                               (Date of Inception)       Year Ended          Year Ended
                                                to July 31, 2003       July 31, 2003       July 31, 2002
                                                        $                    $                   $
                                               -------------------    ----------------    ----------------

<S>                                            <C>                    <C>                 <C>
Revenue                                                        -                   -                   -
----------------------------------------------------------------------------------------------------------

Expenses

Accounting and audit                                      16,275               6,600               7,675
Bank charges and interest                                    675                 510                 158
Consulting fees and wages (Note 4)                     1,137,537             332,655             804,882
Discount on shares issued                                 74,750                   -              74,750
Legal and organizational                                  44,100               9,963              22,792
Promotion and trade shows (Note 4)                        30,643                   -              30,643
Web site development (Note 4)                             15,536               5,145              10,391
----------------------------------------------------------------------------------------------------------

                                                       1,317,141             354,873             951,291
----------------------------------------------------------------------------------------------------------

Net Loss Before Discontinued Operations               (1,319,516)           (354,873)           (951,291)

Loss From Discontinued Operations (Note 5)              (117,000)            (15,231)            (88,682)
----------------------------------------------------------------------------------------------------------

Net Loss for the Period                               (1,436,516)           (370,104)         (1,039,973)
==========================================================================================================

Net Loss Per Share - Basic
Net Loss Before Discontinued Operations                                        (0.03)              (0.08)
Loss From Discontinued Operations                                                  -               (0.01)
Net Loss for the Period                                                        (0.03)              (0.09)
==========================================================================================================


Weighted Average Shares Outstanding                                       11,823,500          11,292,000
==========================================================================================================
</TABLE>

(Diluted loss per share has not been presented as the result is anti-dilutive)



















    The accompanying notes are an integral part of these financial statements

                                       F-3
<PAGE>




<TABLE>
<CAPTION>
Growth Mergers, Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)

                                                          Accumulated from
                                                          February 1, 2001          For the             For the
                                                         (Date of Inception)       Year Ended          Year Ended
                                                          to July 31, 2003       July 31, 2003       July 31, 2002
                                                                  $                    $                   $
                                                         -------------------    ----------------    ----------------

<S>                                                      <C>                    <C>                 <C>
Cash Flows To Operating Activities

Net loss                                                        (1,436,516)           (370,104)         (1,039,973)

Adjustments to reconcile net loss to cash

Loss from discontinued operations                                  117,000              15,231              88,684
Stock based compensation                                         1,239,950             335,677             904,273

Changes in non-cash working capital item

Increase in accounts payable and accrued liabilities                14,872               7,179               7,692
--------------------------------------------------------------------------------------------------------------------

Net Cash Used In Operating Activities                              (64,694)            (12,017)            (39,324)
--------------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities

Advances from related parties                                       20,475              20,375                   -
Common shares issued                                               174,750                   -              74,750
--------------------------------------------------------------------------------------------------------------------

Net Cash Provided By Financing Activities                          195,225              20,375              74,750
--------------------------------------------------------------------------------------------------------------------

Cash Flows To Investing Activities

Cash used in discontinued operations                              (117,000)            (12,000)            (55,000)
--------------------------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities                             (117,000)            (12,000)            (55,000)
--------------------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash                                         13,531              (3,642)            (19,574)

Cash - Beginning of Period                                               -              17,173              36,747
--------------------------------------------------------------------------------------------------------------------

Cash - End of Period                                                13,531              13,531              17,173
====================================================================================================================

Non-Cash Financing Activities

Forgiveness of debt                                                  4,802               4,802                   -
Stock based compensation                                         1,239,950                   -           1,239,950
====================================================================================================================

Supplemental Disclosures

Interest paid                                                            -                   -                   -
Income taxes paid                                                        -                   -                   -
====================================================================================================================
</TABLE>











    The accompanying notes are an integral part of these financial statements

                                       F-4
<PAGE>




<TABLE>
<CAPTION>
Growth Mergers, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From February 1, 2001 (Date of Inception) to July 31, 2003
(expressed in U.S. dollars)

                                                                                           Deficit
                                                                                         Accumulated
                                                                           Additional     During the
                                                   Common Stock             Paid-in      Development
                                               Shares         Amount        Capital         Stage          Total
                                                 #              $              $              $              $
                                            ------------   ------------   ------------   ------------   -----------

<S>                                         <C>            <C>            <C>            <C>            <C>
Balance - February 1, 2001 (Date of
Inception)                                            -              -              -              -             -

Stock issued for cash at $0.01 per share     10,000,000         10,000         90,000              -       100,000

  Net loss for the period                             -              -              -        (26,439)      (26,439)
-------------------------------------------------------------------------------------------------------------------

Balance - July 31, 2001                      10,000,000         10,000         90,000        (26,439)       73,561

Stock repurchased and evidenced by a
note payable                                 (5,000,000)        (5,000)       (45,000)             -       (50,000)

Stock issued at $0.20 per share for a
$50,000 note receivable and compensation
for services rendered or to be rendered       5,000,000          5,000        995,000              -     1,000,000

Stock issued for cash at $0.10 per share
plus a $0.10 per share discount                747,5000            748        148,752              -       149,500

Stock issued at $0.20 per share for
services rendered or to be rendered           1,076,000          1,076        214,124              -       215,200

  Net loss for the year                               -              -              -     (1,039,973)   (1,039,973)
-------------------------------------------------------------------------------------------------------------------

Balance - July 31, 2002                      11,823,500         11,824      1,402,876     (1,066,412)      348,288

  Forgiveness of debt                                 -              -          4,802              -         4,802

  Net loss for the year                               -              -              -       (370,104)     (370,104)
-------------------------------------------------------------------------------------------------------------------

Balance - July 31, 2003                      11,823,500         11,824      1,407,678     (1,436,516)     (17,014)
===================================================================================================================
</TABLE>
















    The accompanying notes are an integral part of these financial statements

                                       F-5
<PAGE>






1.   Nature of Operations and Continuance of Business

     The  Company was  incorporated  in the state of Nevada on February 1, 2001.
     The  Company's  head  operational  office is  located in  Vancouver,  B.C.,
     Canada. The Company's SB2 Registration  Statement was declared effective by
     the United States Securities and Exchange Commission.

     The Company, through its former subsidiary, owned and operated online adult
     entertainment  websites  that began  operations  on October  19,  2001.  As
     disclosed in Note 5, the Company intends to distribute by way of a dividend
     substantially  all of the  Company's  assets,  being  11,673,500  shares of
     common stock in the capital of Winmark  Enterprises  Inc.  (formerly  Adult
     Mergers,  Inc.).  The Company has changed its business to that of assisting
     early stage companies by providing direct financial  investment,  corporate
     advisory services and equity swaps, or a combination thereof.

     The  Company is in the  development  stage and will  continue  to be in the
     development  stage until the Company  achieves  significant  revenues  from
     operations. Although planned principal activities commenced with respect to
     the former online adult entertainment websites, the Company did not receive
     significant revenue, and has disposed of this business as described in Note
     5. During the period since  inception on February 1, 2001 to July 31, 2003,
     the Company has incurred operating losses aggregating  $1,436,516.  At July
     31,  2003 the  Company has a working  capital  deficiency  of $17,014 and a
     stockholders'   deficit  of  $17,014.   In  a  development  stage  company,
     management  devotes most of its  activities  in developing a market for its
     products  and  services.  The  ability of the  Company  to emerge  from the
     development stage with respect to its planned  principal  business activity
     is dependent upon its ability to attain profitable operations.  There is no
     guarantee that the Company will be able to identify or successfully acquire
     businesses  or  assets  that will  produce  profitability.  Moreover,  if a
     potential  business or asset is identified  which  warrants  acquisition or
     participation, additional funds may be required to complete the acquisition
     or participation,  and the Company may not be able to obtain such financing
     on terms which are satisfactory to the Company.  There is substantial doubt
     regarding the Company's ability to continue as a going concern.


2.   Summary of Significant Accounting Principles

     a)   Basis of Accounting

          These financial  statements are prepared in conformity with accounting
          principles  generally  accepted in the United States and are presented
          in US dollars.

     b)   Fiscal Year

          The Company's fiscal year end is July 31.

     c)   Cash and Cash Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three months or less at the time of issuance to be cash equivalents.

     d)   Accounting for Stock Based Compensation

          The  Company  has  adopted  SFAS No. 123  "Accounting  for Stock Based
          Compensation"  which  requires that stock awards  granted to employees
          and non-employees are recognized as compensation  expense based on the
          fair market value of the stock award or fair market value of the goods
          and services received whichever is more reliably measurable.

     e)   Comprehensive Income

          SFAS No. 130, "Reporting  Comprehensive Income," establishes standards
          for the reporting and display of comprehensive loss and its components
          in the financial  statements.  As at July 31, 2003, the Company has no
          items  that  represent  comprehensive  loss  and,  therefore,  has not
          included a schedule of comprehensive loss in the financial statements.

     f)   Financial Instruments

          The carrying value of cash and equivalents,  accounts payable, accrued
          liabilities,  and due to related party  approximate  fair value due to
          the relatively short maturity of these instruments.




                                       F-6
<PAGE>


2.   Summary of Significant Accounting Principles (continued)

     g)   Basic and Diluted Net Income (Loss) per Share

          The Company  computes net income (loss) per share in  accordance  with
          SFAS No.  128,  "Earnings  per Share"  (SFAS 128).  SFAS 128  requires
          presentation of both basic and diluted earnings per share (EPS) on the
          face of the income  statement.  Basic EPS is computed by dividing  net
          income  (loss)  available to common  shareholders  (numerator)  by the
          weighted  average  number of common shares  outstanding  (denominator)
          during the period.  Diluted EPS gives effect to all dilutive potential
          common shares outstanding during the period.  Diluted EPS excludes all
          dilutive  potential  common  shares if their effect is anti  dilutive.
          Loss  per  share  information  does  not  include  the  effect  of any
          potential common shares, as their effect would be anti-dilutive.

     h)   Use of Estimates

          The  preparation  of  financial  statements  in  conformity  with U.S.
          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
          revenues and expenses  during the  reporting  period.  Actual  results
          could differ from those estimates.

     i)   Reclassifications

          Certain reclassifications have been made to the prior year's financial
          statements to conform to the current period's presentation.

     j)   Recent Accounting Pronouncements

          In May 2003,  the FASB issued SFAS No.  150,  "Accounting  for Certain
          Financial  Instruments  with  Characteristics  of both Liabilities and
          Equity".  SFAS  No.  150  establishes  standards  for  how  an  issuer
          classifies   and   measures   certain   financial   instruments   with
          characteristics  of both  liabilities and equity.  It requires that an
          issuer  classify a financial  instrument that is within its scope as a
          liability (or an asset in some  circumstances).  The  requirements  of
          SFAS No.  150 apply to  issuers'  classification  and  measurement  of
          freestanding financial instruments, including those that comprise more
          than one  option or forward  contract.  SFAS No. 150 does not apply to
          features  that are  embedded in a financial  instrument  that is not a
          derivative  in its  entirety.  SFAS No. 150 is effective for financial
          instruments entered into or modified after May 31, 2003, and otherwise
          is effective at the  beginning of the first interim  period  beginning
          after June 15,  2003,  except  for  mandatorily  redeemable  financial
          instruments  of  nonpublic  entities.  It  is  to  be  implemented  by
          reporting the cumulative effect of a change in an accounting principle
          for financial instruments created before the issuance date of SFAS No.
          150 and still  existing  at the  beginning  of the  interim  period of
          adoption.  Restatement is not permitted. The adoption of this standard
          is not expected to have a material effect on the Company's  results of
          operations or financial position.

          In  December  2002,  the FASB issued  SFAS No.  148,  "Accounting  for
          Stock-Based  Compensation - Transition and  Disclosure",  which amends
          SFAS No.  123 to  provide  alternative  methods  of  transition  for a
          voluntary  change to the fair value  based  method of  accounting  for
          stock-based employee compensation.  In addition,  SFAS No. 148 expands
          the disclosure  requirements of SFAS No. 123 to require more prominent
          disclosures in both annual and interim financial  statements about the
          method of accounting for  stock-based  employee  compensation  and the
          effect  of  the  method  used  on  reported  results.  The  transition
          provisions  of SFAS No. 148 are effective for fiscal years ended after
          December  15,  2002.  The  disclosure  provisions  of SFAS No. 148 are
          effective for financial statements for interim periods beginning after
          December  15,  2002.  The Company  adopted SFAS No. 148 on February 1,
          2003 and its impact did not have a  material  effect on the  Company's
          results of operations or financial position.

          In June,  2002,  FASB  issued  SFAS No.  146,  "Accounting  for  Costs
          Associated with Exit or Disposal  Activities".  The provisions of this
          Statement  are  effective  for exit or  disposal  activities  that are
          initiated after December 31, 2002, with early application  encouraged.
          This Statement addresses financial  accounting and reporting for costs
          associated  with exit or disposal  activities  and nullifies  Emerging
          Issues Task Force (EITF) Issue No. 94-3,  "Liability  Recognition  for
          Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an
          Activity (including Certain Costs Incurred in a Restructuring)".  This
          Statement requires that a liability for a cost associated with an exit
          or disposal activity be recognized when the liability is incurred. The




                                       F-7
<PAGE>






          Company adopted SFAS No. 146 on January 1, 2003 and its impact did not
          have a  material  effect  on its  financial  position  or  results  of
          operations.

          FASB has also  issued  SFAS No. 147 and 149 but they will not have any
          relationship to the operations of the Company  therefore a description
          of each and their respective  impact on the Company's  operations have
          not been disclosed.


3.   Related Party Transactions/Balances

     During the year officers of the Company  advanced $20,000 to the Company to
     finance operations.  The Company issued promissory notes of $10,000 to each
     of the  officers  which are  unsecured,  bear a prime rate of  interest  as
     established  by the Bank of America and are payable on demand.  The Company
     recorded interest expense of $375 for the year ended July 31, 2003.


4.   Capital Stock

     The Company does not have a stock option plan.  The Company issues stock to
     pay for services of non-employees.

     a)   On November 14, 2001,  5,000,000  common shares of  10,000,000  shares
          originally  issued for $100,000 cash were  repurchased  by the Company
          for $50,000  evidenced  by a note  payable.  Pursuant to an  agreement
          dated August, 2001, on November 14, 2001, 5,000,000 shares were issued
          at $0.01  per  share,  pursuant  to a  subscription  agreement,  for a
          $50,000 note receivable.  The holders of the note payable and the note
          receivable  agreed to offset the notes resulting in no economic change
          and no change to issued or stated  capital  stock.  The  excess of the
          amount  paid for the  shares,  being $.01 per share,  and the  Initial
          Public  Offering  Price  ("IPO")  of $0.20 per share  was  treated  as
          compensation  expense in  accordance  with SEC staff policy on valuing
          shares in the first year prior to an IPO. The consultant's contract is
          a one-year  contract  starting November 14, 2001 extending to November
          14,  2002.  The  compensation  expense  of  $950,000  was  charged  to
          operations over the one-year period  beginning  November 14, 2001. For
          the year  ended  July 31,  2002 a total of  $672,917  was  charged  to
          operations  and for the year ended July 31,  2003 a total of  $277,083
          was charged to operations.

     b)   On November 20, 2001, the Company  accepted and executed  subscription
          agreements  and  issued  747,500  shares  at $0.10  per share for cash
          proceeds of $74,750.  These shares were issued to friends and business
          associates of the original  shareholder  and President of the Company.
          In  accordance  with SEC staff  policy on valuing  shares in the first
          year  prior to an IPO,  these  shares are deemed to be issued at $0.20
          per  share  resulting  in a $0.10  per share  discount.  This  amount,
          totalling  $74,750,  was charged to  operations  during the year ended
          July 31, 2002 as compensation expense.

     c)   On November 29, 2001,  1,076,000  shares were issued  pursuant to Rule
          506 of  Regulation D and  Regulation S for services  rendered or to be
          rendered.  These  shares were valued at $0.20 per share in  accordance
          with SEC staff policy on valuing  shares in the first year prior to an
          IPO or $215,200 in total. Of these shares: 850,000 were issued for CFO
          or directors'  services rendered for the period from November 20, 2001
          to November 20, 2002;  76,000  shares were issued to  consultants  for
          website  development for the period from November 20, 2001 to November
          20, 2002 and 150,000  shares  were  issued to a  consultant  providing
          trade show  services for the period from  February 1, 2001 to February
          28,  2002.  An amount of $22,500  was accrued to October 31, 2001 with
          respect  to trade  show  services.  This  amount  was  settled  by the
          issuance of shares on November 29,  2001.  For the year ended July 31,
          2002 a total of $156,606  was charged to  operations  and for the year
          ended July 31, 2003 a total of $58,594 was charged to operations.







                                       F-8
<PAGE>




5.   Discontinued Operations

     Discontinued  operations consist of the Company's  activities in the online
     adult  entertainment  industry.  On November 30, 2002, Winmark  Enterprises
     Inc. (formerly Adult Mergers,  Inc.) issued 11,673,400 shares of its common
     stock to the  Company in full  payment and  satisfaction  of a loan owed by
     Winmark  Enterprises  Inc.  ("Winmark")  to the  Company  in the  amount of
     $117,000.   On  November  30,  2002,  the  Company's   Board  of  Directors
     unanimously approved the distribution by way of a dividend of substantially
     all of the Company's  assets,  being 11,673,500 shares of common stock (the
     "Spin-Off  Shares") in the capital of Winmark.  Winmark  owns and  operates
     online adult  entertainment  websites and began  operations  on October 19,
     2001.

     The results of discontinued operations are summarized as follows:

<TABLE>
<CAPTION>
                                          Accumulated from
                                          February 1, 2001         For the            For the
                                         (Date of Inception)      Year Ended         Year Ended
                                          to July 31, 2003      July 31, 2003      July 31, 2002
                                                  $                   $                  $
                                         -------------------   ----------------   ----------------

<S>                                      <C>                   <C>                <C>
     Revenues                                        1,592                565               1027
     =============================================================================================


     Net operating losses                         (126,767)           (24,998)           (88,682)
     Gain on disposal                                9,767              9,767                  -
     ---------------------------------------------------------------------------------------------

     Loss from discontinued operations            (117,000)           (15,231)           (88,682)
     =============================================================================================
</TABLE>


6.   Income Taxes

     Potential  benefits of income tax losses are not recognized in the accounts
     until  realization  is more likely than not.  The Company has  incurred net
     operating losses of $181,000,  which commence expiring in 2016. Pursuant to
     SFAS No. 109 the Company is required to compute tax asset  benefits for net
     operating losses carried forward. Potential benefit of net operating losses
     have not been recognized in these financial  statements because the Company
     cannot  be  assured  it is more  likely  than not it will  utilize  the net
     operating losses carried forward in future years.

     The components of the net deferred tax asset at July 31, 2003 and 2002, the
     statutory tax rate,  the  effective tax rate and the elected  amount of the
     valuation allowance are indicated below:

                                             2003                 2002
                                              $                    $
                                       ----------------     ----------------

          Net Operating Loss                17,000               138,000

          Statutory Tax Rate                 34%                   34%

          Effective Tax Rate                  -                     -

          Deferred Tax Asset                5,800                 47,000

          Valuation Allowance              (5,800)               (47,000)
          -------------------------------------------------------------------

          Net Deferred Tax Asset              -                     -
          ===================================================================









                                       F-9
<PAGE>








SIGNATURES
----------

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

Date:    November 13, 2003                   GROWTH MERGERS INC.
                                             -------------------


                                        By:  /s/  David B. Jackson
                                             ---------------------
                                        Name:   David B. Jackson
                                        Title:  President and Chief Executive
                                                Officer


                                        By:  /s/  John Wells
                                             ---------------------
                                        Name:   John Wells
                                        Title:  Chief Financial Officer

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 and on the
dates indicated.

Date:    November 13, 2003                   GROWTH MERGERS INC.
                                             -------------------


                                        By:  /s/  David B. Jackson
                                             ---------------------
                                        Name:   David B. Jackson
                                        Title:  President and Chief Executive
                                                Officer


                                        By:  /s/  John Wells
                                             ---------------------
                                        Name:   John Wells
                                        Title:  Chief Financial Officer




















                                       10