U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------

                                   FORM 10-KSB

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934 FOR THE
                       FISCAL YEAR ENDED DECEMBER 31, 2001

                         Commission File Number: 0-33345

                               COLLEY CORPORATION
                 (Name of Small Business Issuer in Its Charter)

        Delaware                                          75-2926440
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                               6608 Emerald Drive
                            Colleyville, Texas 76034
          (Address of Principal Executive Offices, including Zip Code)

                                 (817) 481-6522
                (Issuer's Telephone Number, Including Area Code)
                                 ---------------

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

Title of Each Class                                        Name of Each Exchange
-------------------                                         on which Registered
        N/A                                                 -------------------
                                                                    N/A


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

                                 Title of Class
                          Common Stock, $.001 par value

         Check whether the issuer (i) 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 issuer was required to file such reports),  and (ii) has
been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

         Check if  disclosure  of  delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of the  issuer's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]

         The issuer's  revenues for the fiscal year ended December 31, 2001 were
$-0-.  The  issuer's  common  stock is eligible  for trading on the OTC Bulletin
Board;  however  trading  has  yet to  commence  and as such  we are  unable  to
determine the market value of common stock held by  non-affiliates of the issuer
as of February 1, 2002. As of February 1, 2002,  there were 1,025,509  shares of
the issuer's common stock outstanding.

                       Documents Incorporated by Reference
         No documents,  other than certain  exhibits,  have been incorporated by
reference into this report.


<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS...............................................1
ITEM 2. PROPERTIES............................................................6
ITEM 3. LEGAL PROCEEDINGS.....................................................6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS...................6
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..............6
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............6
ITEM 7. FINANCIAL STATEMENTS..................................................7
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE..............................................7

                                  PART II

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.....................7
ITEM 10. EXECUTIVE COMPENSATION...............................................8
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......8
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................9
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.....................................9


                                     - i -

<PAGE>

PART I

CAUTION REGARDING FORWARD-LOOKING INFORMATION

         This annual report  contains  certain  forward-looking  statements  and
information relating to Colley Corporation ("the Company") that are based on the
beliefs  of the  Company  or  management  as  well  as  assumptions  made by and
information currently available to the Company or management.  When used in this
document,  the words "anticipate,"  "believe," "estimate," "expect" and "intend"
and similar  expressions,  as they relate to the Company or its management,  are
intended to identify  forward-looking  statements.  Such statements  reflect the
current view of the Company  regarding  future events and are subject to certain
risks,  uncertainties  and  assumptions,  including the risks and  uncertainties
noted. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

ITEM 1.           DESCRIPTION OF BUSINESS

History

         Colley  Corporation was originally  incorporated  as Super Shops,  Inc.
("Super Shops"), an Arizona  corporation.  On November 15, 1999, Super Shops and
its sister  companies  filed an amended  petition under Chapter 11 of the United
States  Bankruptcy  Code.  On July 31,  2000,  the court  approved  Super Shops'
Amended Joint Plan of Reorganization (the "Plan of Reorganization").  On October
13, 2000 and in accordance with the Plan of Reorganization, the prior management
of Super Shops  changed its state of  incorporation  from Arizona to Delaware by
merging with and into AZ Acquisition Corp., a Delaware corporation. On September
30,  2001,  Richard  Goodner,   the  founder  and  sole  stockholder  of  Colley
Corporation, a privately held Delaware corporation ("Colley Private"),  acquired
525,000  shares of our common  stock (or  approximately  51% of the  outstanding
shares) in exchange  for 100% of the common  stock of Colley  Private  which was
merged into us. On October 11, 2001, AZ Acquisition Corp.  changed its corporate
name to Colley Corporation.

         Colley  Private  was  incorporated  on August 27,  2001 in the State of
Delaware to engage in the sale and purchase of  thoroughbred  racing  stock.  On
September 30, 2001, the prior management of AZ Acquisition Corp. entered into an
Agreement  and Plan of Merger (the  "Merger")  with Colley  Private  pursuant to
which Richard  Goodner,  the sole  stockholder of Colley Private,  exchanged his
equity ownership  interest in that company for 525,000 shares (or  approximately
51%) of our outstanding  common stock. At the time of the Merger, AZ Acquisition
Corp. had no operations and essentially no assets. Following the Merger, Richard
Goodner,  our only  officer  and  director,  replaced  the former  officers  and
directors of AZ Acquisition Corp.

         The Merger was entered  into by AZ  Acquisition  Corp.  in an effort to
bring  value to its  common  stock,  which as of the date of the  Merger  had no
tangible value.  Under the terms of its Plan of  Reorganization,  AZ Acquisition
Corp. was charged with  completing a merger or acquisition  transaction  with an
entity  that  either  had  current  operations  or a  developed  business  plan.
Management  of AZ  Acquisition  elected  to enter into the  Merger  with  Colley
Private after an assessment of available prospects. Management of AZ Acquisition
Corp. believed that if Colley Private could successfully  implement its business
plan, its stockholders would possibly realize appreciation of the value of their
common stock.

         Colley  Private  entered  into the Merger  because of its  management's
belief that by becoming a public company Colley Private would be able to attract
investors to purchase its  securities  in private  transactions.  Management  of
Colley Private believed that by being a public company, which is also subject to
the reporting  requirements of the Securities  Exchange Act of 1934, it would be
able  to  provide  potential  investors  with  reliable  and  easily  assessable
financial and other  information  about the company and would provide  potential
liquidity  for the  future  disposition  of a  shareholder's  investment  in the
company. Colley Private specifically chose to merge with AZ Acquisition Corp. as
it possessed the necessary  stockholder  base to secure  quotation of our common
stock on the OTC Bulletin Board and to facilitate the development of a market in
our securities.

                                      -1-

<PAGE>

Business Plan

         We plan to engage in the acquisition  and sale of  thoroughbred  racing
stock of every age from  broodmares,  weanlings and yearlings to racehorses  and
stallions.  We also may  purchase  broodmares  in foal.  A broodmare is a female
horse that  because of her  pedigree  and/or  prior  racing  success is used for
breeding. A broodmare in foal has been bred to a stallion and has been certified
by The Jockey Club, the national official  registrar of the thoroughbred  breed,
as being impregnated by a designated stallion. Once we have obtained capital, we
plan to concentrate  our efforts,  at least for the foreseeable  future,  in the
purchase of  weanlings  at  auctions  and the sale of such horses at auctions as
yearlings the following year, commonly referred to as "Pinhooking."

         In general,  we intend to operate in a number of areas,  all  involving
the purchase and sale of  thoroughbred  horses.  We intend to raise capital from
private investors and financial  institutions to fund our operations.  If we are
unable to raise capital, we will not be able to implement our business plan.

         Our primary plan of operations is as follows:

         o        Purchase of weanlings in the summer and fall,  to be resold as
                  yearlings in the spring and summer.

         o        Purchase of yearlings in the summer and fall,  to be resold as
                  two year olds in the spring.

         o        Purchase of broodmares in foal in the spring. The offspring to
                  be born within 30-60 days from the purchase date would be sold
                  as weanlings in the fall.  After giving birth,  the broodmares
                  would immediately be bred to selected  stallions,  thus giving
                  us the option to:

                  o        sell the  broodmares  in foal  during the fall of the
                           current year or spring of the following year.

                  o        sell the foals in the spring of the following year.

                  o        Purchase quality stallions for breeding purposes.

         We will insure all of our horses for mortality.

         We do not own any stables or other  facilities to board or maintain the
horses we will  buy.  We plan to board our  horses at one of many  boarding  and
training facilities that are available  throughout Texas,  Louisiana and Florida
and that offer us the best  arrangement  for maintaining and enhancing the value
of our horses. Initially, we will board our horses at a horse farm in Louisiana.
We do not currently  own any horses or have any  agreements  or  commitments  to
purchase  any horses.  We will not be able to purchase any horses until we raise
at least $100,000 from private investors.  We can give no assurance that we will
obtain  sufficient  capital from  investors to achieve our plans to a level that
will have a positive effect on our results of operations or financial condition.

         The initial phase of our business plan will be to raise from  investors
at least $100,000.  To obtain our initial capital we will rely on the efforts of
our sole officer and director,  Richard  Goodner.  Mr.  Goodner will provide the
necessary  services  for our  capital  raising  activities  at no cost  and will
receive no  commissions  or other  compensation  for his  assistance  in raising
capital for us. Our goal is to complete our capital  raising  activities  by May
31, 2002. We do not expect to incur any significant costs in our capital raising
efforts.

         Assuming we are successful in raising at least  $100,000,  we intend to
purchase  at  auction  in June or July 2002 two  weanlings  for a total  cost of
approximately  $70,000.  According to The Blood Horse, a national publication of
information  and  statistics  relating to the  thoroughbred  racing and breeding
industry,  the average  sales price of a weanling at public  auction in 2000 was
approximately  $35,000.  Mr.  Goodner  will be  responsible  for  selecting  the
weanlings  which we will  purchase.  Mr. Goodner will pay his travel and lodging
expenses  incurred in purchasing the weanlings.  After  purchase,  the weanlings
will be boarded at a horse farm in Louisiana at a monthly cost of $350 each.  We
expect additional expenses of approximately $150 per month for each weanling for
veterinarian services.

                                      -2-

<PAGE>

         The  weanlings  will be boarded in Louisiana for nine months until they
are sold in April 2003 as yearlings at a national yearling sale held in Florida.
We will incur additional  expenses of approximately  $2,500 for each weanling in
sales  preparation  expenses,   transportation  costs  and  mortality  insurance
premiums. We estimate that we will incur a total of $14,000 in expenses for both
weanlings until they are sold as yearlings in April 2003. We may sell the horses
earlier  in a private  sale if the  opportunity  arises to sell the  horses at a
profit.

         For every $75,000 of capital that we raise from private  investors over
$100,000,  we expect to purchase one additional  weanling at a purchase price of
between $30,000 to $40,000. If we raise at least $300,000 of initial capital, we
will  purchase  four  weanlings  and will  utilize a portion of the  proceeds to
obtain office space,  employ at least one person as our office  manager who will
also be responsible for maintaining our books and records, and pay Mr. Goodner a
salary not to exceed $60,000 annually.

         We can not predict with any  certainty  the price which we will be able
to  sell  our  horses  at  auction.  There  are  many  unforeseen  variables  in
determining the sales price of a yearling  thoroughbred,  including its physical
characteristics  that  have  developed  since it was  purchased  as a  weanling,
injuries,  the  auction  sale  prices and racing  success of the  progeny of the
yearling's sire and dam and general U.S.  economic  conditions.  Assuming we are
able to raise at least $100,000 from private investors,  we believe we will have
sufficient capital to purchase,  board and maintain two weanlings until they are
sold at a yearling auction.

         We do not expect to incur any  significant  general and  administrative
expenses  until our horses are sold at auction in April 2003.  Mr.  Goodner will
provide the necessary  management  services,  including  preparation of periodic
reports  that we are  required to file with the SEC, at no cost.  We estimate we
will incur  approximately  $5,000  for  accounting  expenses  during the next 12
months.  We do not believe that we will be able to fund our long-term  liquidity
needs from the  results of  operation  after the  implementation  of our initial
business plan until we raise an additional $500,000 from private investors.

         After implementation of our initial business plan, we intend to seek up
to $500,000 of additional  capital from private investors which will allow us to
purchase  additional  weanlings  and  yearlings  for resale and  provide us with
working capital to operate our business. We believe that if our initial business
plan is  successfully  implemented,  we will be  able to  raise  the  additional
capital  from  investors  who  have  previously   participated  in  thoroughbred
syndications  which were  organized  and  managed by Richard  Goodner,  our sole
officer and director.  Additionally,  we believe that as a public company, which
we do not believe is typical in the thoroughbred  racing and breeding  industry,
we will be able to attract  investors who are seeking liquidity and appreciation
of their investment in a thoroughbred related business.

         If we do not raise at least $100,000 within the next six months, we may
have to revise our plan of operations  or abandon our business plan  completely.
In which case,  we may seek an  acquisition  or merger with a private  operating
company which offers an opportunity for growth and possible  appreciation of our
stockholders'  investment in our common stock. However, we can give no assurance
that we will be able to successfully  consummate an acquisition or merger with a
private operating company or, if successful, that any acquisition or merger will
result in the appreciation of our stockholders'  investment in our common stock.
Further,  if  we  are  unable  to  consummate  an  acquisition  or  merger,  our
stockholders may lose their entire investment in our company.

         We have no employees.  Richard B. Goodner,  our sole officer,  director
and  principal  stockholder,  will devote as much of his time as is necessary to
attend sales and operate the business.  Mr. Goodner will not receive any salary,
nor will any be  accrued,  until we raise  at least  $300,000  of  capital  from
private  investors or we achieve at least  $100,000 net income from  operations.
Although we do not plan to hire any employees in the foreseeable  future, we may
employ an office  manager if we obtain at least $300,000 of capital from private
investors.  Mr.  Goodner has estimated that he will devote over a 52-week period
an average of two hours a week of his time to our business.

         Our  principal  executive  office is  located  at 6608  Emerald  Drive,
Colleyville, Texas 76034 and our telephone number is 817-481-6522.

Industry Overview

         Pinhooking.  Essentially,  pinhooking  is the purchase of  thoroughbred
weanlings and  yearlings at various horse  auctions with a view to resell them a
few  months  later at  similar  auctions.  To  understand  pinhooking,  one must
understand some basic facts.

                                      -3-

<PAGE>

         All horses have common birthdays on January 1, regardless when they are
born.  Thoroughbred horses are bred to be born anywhere from January to June. So
if a horse is born in  June,  it is  considered  a late  foal.  If it is born in
January,  it is considered  an early foal.  Obviously an early foal is preferred
over a late foal,  since a horse born in June will officially be one year old on
January 1 when in reality it is only six months old. Horses are called weanlings
until they reach the age of one, yearlings until they reach the age of two.

         The great  majority  of  racing  stock is  bought  at  various  actions
throughout  the United  States.  These are  referred to as  "sales."  The key to
successful  pinhooking  is to gauge  the  market,  ascertain  the  most  popular
bloodlines  and ascertain the best price ranges in which to resell the purchased
horses.

         There are five major auctions of thoroughbred weanlings,  yearlings and
broodmare  stock which are held  annually  in New York,  Florida,  Kentucky  and
California.  We will attend these major  auctions as well as other  thoroughbred
auctions held annually in Texas and Louisiana.

         We believe the risk/reward  ratio of pinhooking is attractive  because,
on the  downside,  the worst case  scenario  will still  return a portion of the
purchase  price of a horse sold at a loss.  Also,  unlike  horse  racing,  where
racing  careers can be  immediately  terminated  due to  permanent  injury,  the
likelihood  of an injury that would keep a yearling out of a sale is  relatively
small.  However,  if we are unable to sell our initial two weanlings at a profit
or we incur continuous losses from the sale of our horses,  and we are unable to
raise  capital  in the  future  from  investors,  we will have to  significantly
curtail our business  operations  and may have to abandon our business  plan. In
which  case,  we may have to seek an  acquisition  or merger  with an  operating
business entity which offers an opportunity for growth and possible appreciation
of our  stockholders'  investment in our common stock.  However,  we can give no
assurance  that we will be able to  successfully  consummate an  acquisition  or
merger with a private operating company or, if successful,  that any acquisition
or merger will result in the appreciation of our stockholders' investment in our
common stock.  Further, if we are unable to consummate an acquisition or merger,
our stockholders may lose their entire investment in our company.

         Our  pinhooking   activities  will  consist   primarily  of  purchasing
weanlings and selling them as yearlings,  and  purchasing  yearlings and selling
them as two-year-olds.

         The proliferation of two-year-old sales in recent years has helped fuel
a great deal of  enthusiasm  for  pinhooking  yearlings.  The key to  pinhooking
yearlings is trying to find prospects that are undervalued.  The practice sounds
easy,  but it is difficult - and often risky.  We will  purchase  yearlings  and
ready them for  racing,  then  resell  them at  juvenile  sales less than a year
later.  Most of the major  two-year-old  sales are conducted in Ocala,  Florida,
though there is a premier sale held annually in Pomona, California.

         Pinhooking  weanlings has also  developed into a viable market for many
horsemen,  however  quite  different  from  yearling  pinhookers.  Most weanling
pinhookers place more emphasis on pedigree than do their yearling  counterparts,
in part because  pedigree is a more important  component in the yearling  market
than it is at two-year-old sales. But again,  horsemen in this arena are looking
for  undervalued  horses  that can  improve  over the course of the seven to ten
months after purchase.

         Auctions  in United  States.  If we are able to obtain  financing  from
private  investors of at least $100,000,  we believe we will be able to purchase
two  weanlings  at one of the  major  auctions  held in the  United  States  for
approximately  $70,000.  We estimate the cost of maintaining a weanling until it
is sold at a yearling  sale,  which will be  approximately  be nine months after
purchase,  to be $7,000,  which  includes  boarding,  veterinary  and  insurance
expenses.  The table below  illustrates  the average  sales prices of weanlings,
yearlings and other thoroughbred horses during 2000.

                                      -4-

<PAGE>
<TABLE>
<CAPTION>

                                                                             Percent         Percent       Percent
                                                                Average      Change          Change        Change
      2000 Sales Results          Sold        Gross Sales        Price     (1997-1998)     (1999-2000)   (1991-2000)
------------------------------- ---------- ------------------ ----------- -------------  -------------- -------------
<S>                             <C>        <C>                <C>         <C>            <C>            <C>
Weanlings                           2,346      $83,758,024      $35,702      (+9.4)          (-16.6)      (+181.0)
Yearlings                           9,530     $519,443.808      $54,506     (+17.7)           (+8.2)      (+107.8)
2-Year-Olds                         3,041     $154,849,237      $50,920     (+18.1)           (-2.8)      (+181.0)
Broodmares                          4,976     $290,634,564      $58,407     (+21.8)           (+6.0)      (+216.1)
Horses   of   Racing   Age   &      1,120      $36,466,872
Broodmare Prospects
Stallions  &  Stallion  Shares        154       $6,020,314
or Seasons
TOTAL                              21,167   $1,091,172,819
------------------------------- ---------- ------------------
</TABLE>

Sources:  The Blood-Horse and The Jockey Club Information Systems, Inc.

         Economic  Impact of the Horse  Industry.  In 1996,  the American  Horse
Council  Foundation  completed  a study  of the  economic  impact  of the  horse
industry in the United States and in several states,  including Texas. The study
found  that in the  equine  industry  as a whole,  there are  approximately  7.1
million participants,  including over 1.9 million horse owners. The industry has
a $112.1 billion  impact  annually on the U.S.  economy,  supporting 1.4 million
full-time equivalent employment  positions.  Approximately $1.9 billion in taxes
are paid at all  levels.  There are  941,000  participants  and  725,000  horses
involved in racing and  racehorse  breeding.  Racing and  breeding  have a total
economic impact of over $34 billion and support over 470,000 full-time jobs.

         In Texas,  the horse  industry has a $7.1  billion  impact on the Texas
economy and provides employment for over 100,000 people.  There are over 180,000
Texans who own  approximately  700,000 horses of which 90,000 persons and 75,000
horses are actively engaged in racing activities.

Competition

         We will be a very small player in the  thoroughbred  racehorse  trading
business.  We have no assets or liabilities.  We will compete by using our skill
in evaluating horses for resale before we buy them. While we consider bloodlines
and the  win-loss  records  of a  particular  horses'  lineage  as well as other
factors,  our  success  will  depend on the  ability of  Richard  B.  Goodner to
evaluate the potential resale value of a horse and to raise  sufficient  capital
to purchase  and  maintain  the horse until we sell it. We will  initially  rely
exclusively on Richard Goodner to evaluate a horse for purchase and to raise the
capital to buy any horse we believe  to be a good  investment.  We expect to bid
against  many horse  traders at the  auctions  that have far  greater  financial
resources  and more  experience  in  buying  and  selling  horses  than we have.
Although  Mr.  Goodner  has  purchased  and sold  thoroughbreds  for the private
thoroughbred syndications he organized and managed in the past, he does not have
the level of  experience  or  knowledge  of many of the horsemen and blood stock
agents who will be participating at the thoroughbred auctions, which will put us
at a competitive  disadvantage  at such actions in evaluating the purchase price
and resale  value of  thoroughbreds.  Blood  stock  agents are  brokers who have
developed  an  expertise  in  evaluating  a horse by its  pedigree  and physical
appearance and who represent the purchaser or seller of  thoroughbreds at public
or private  sales,  typically for a 5%  commission of the purchase  price of the
horse.  We will employ  consultants and blood stock agents to assist Mr. Goodner
in evaluating thoroughbred horses for purchase at auction when we have available
capital of  $150,000 or more to spend at an  auction.  We can give no  assurance
that we will ever obtain  sufficient  capital from private investors to purchase
any  thoroughbreds  or that  we will  ever  be  able  to  generate  revenues  by
purchasing and reselling thoroughbred horses.

Employees

         We have no employees.  Although we do not plan to hire any employees in
the  foreseeable  future,  we may employ an office manager if we obtain at least
$300,000  of  capital  from  private  investors.  Richard B.  Goodner,  our sole
officer, director and principal stockholder,  will devote as much of his time to
the operation of our business as is necessary,  and has estimated he will devote
over a  52-week  period  an  average  of two  hours  a week  of his  time to our
business.

                                      -5-

<PAGE>

Regulatory and Environmental Matters

         Environmental Regulation. We believe we are not subject to any material
liability under all applicable  environmental  laws. We further believe that the
costs of  compliance  with  existing  or future  environmental  laws and related
liability will not have a material adverse effect on our financial  condition or
results  of  operations.  We had no costs  from our  compliance  with these laws
during the past two years.

         Federal,  State And Local Regulations.  There are three primary federal
statutes regulating the equine industry,  the Horse Protection Act ("HPA"),  the
Interstate  Horseracing Act of 1978 and Commercial  Transportation  of Horses to
Slaughter Act of 1996. Since we do not currently intend to engage in horseracing
activities,  the Interstate  Horse Racing Act and Commercial  Transportation  of
Horses  Act will not be  applicable  to our  pinhooking  activities.  We will be
subject to the HPA which prohibits the  transportation and delivery of any horse
which has, among other  afflictions,  an injury,  in physical pain,  distress or
lame, for the purpose of being sold,  auctioned or offered for sale in any horse
sale or auction.

         In addition to the HPA,  many state and local  governments  have passed
animal  welfare  legislation  regulating  the  treatment  of animals,  including
horses.  We  will  also  be  subject  to the  rules  and  regulations  of  state
thoroughbred  associations  and  state  agencies  relating  to the  registering,
breeding, racing and commercial transportation of thoroughbreds.

         Our  pinhooking  activities  will  be  subject  to  state  thoroughbred
association and state agencies rules and regulations  relating to the buying and
selling of  thoroughbreds  at  auction.  We will also be subject to the  auction
rules of each sale as promulgated by the sponsoring  association  and/or private
sales company.  We do not anticipate any difficulty in complying with applicable
federal,  state  or local  laws and  regulations  relating  to our  thoroughbred
pinhooking activities.


ITEM 2.  PROPERTIES

         We have no  corporate  office  space  under  lease  at  this  time.  We
currently  operate  out of office  space  provided  by Richard B.  Goodner,  our
president,  sole  director and  principal  stockholder,  at 6608 Emerald  Drive,
Colleyville, Texas 76034. The costs associated with the use of the telephone and
mailing address are deemed by us to be immaterial. Mr. Goodner is under no legal
obligation to provide rent free office space to our company.  We neither pay nor
do we have any obligation to pay rent to Mr. Goodner.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not presently a party to any pending or threatened legal
proceedings.

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

         No matters were presented to a vote of security holders of the Company
during the fiscal year ended December 31, 2001.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         As of December 31, 2001, the Company had  approximately  983 holders of
record of its Common Stock.  Outstanding  shares of the  Company's  Common Stock
totaled  1,025,509.   The  Company's  transfer  agent  is  Securities   Transfer
Corporation, Dallas, Texas.

         During 2001, the Company filed a request for clearance for quotation on
the OTC  Bulletin  Board  under SEC Rule  15c2-11,  Subsection  (a)(5) with NASD
Regulation Inc. A Clearance Letter was issued to Colley Corporation to allow the
Company's  common stock to trade under the symbol "COLY" on February 1, 2002. As
of the filing of this Annual  Report on Form  10-KSB,  there have been no posted
trades of the Company's stock.

                                      -6-

<PAGE>

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

         We currently have no revenues, no operations and own no assets. We will
rely on either funds raised from private sales of our securities or from capital
contributions from Richard B. Goodner, our sole officer,  director and principal
stockholder,  to implement  our  business  plan.  Mr.  Goodner is under no legal
obligation  to provide any capital to us. We can give no assurance  that we will
be able to raise  any  funds  for our  plan of  operations.  As such,  we do not
believe that an analysis of our financial condition since our inception would be
meaningful.

         As of the date of this Annual Report,  we have been unable to determine
the level of interest of any private  investor of financial  institution  in our
securities or proposed plan of operations.  If we are unable to secure financing
within the next six months, we will be forced to reevaluate the viability of our
business plan, which may result in us completely abandoning our proposed plan of
operations.

         Our expenses are presently nominal,  and until such time as we complete
a private  placement of  securities,  our sole officer and director,  Richard B.
Goodner,  intends to provide the necessary working capital to meet our operating
expenses, but he is under no legal obligation to do so.

         Our  certificate of  incorporation  authorizes the issuance of up to 10
million  shares of preferred  stock.  Our ability to issue  preferred  stock may
limit our ability to obtain debt or equity financing as well as impede potential
takeover  of our  Company,  which  takeover  may be in the best  interest of our
stockholders.   Also,  we  have   approximately   38,974,491  shares  which  are
authorized, but which are as yet unissued. Our ability to issue these authorized
but  unissued  securities  may  also  negatively  impact  our  ability  to raise
additional capital through the sale of our debt or equity securities.

         As stated in our auditor's report attached to the financial  statements
constituting  part of this Annual  Report,  substantial  doubt  exists about our
ability to continue as a going concern.

ITEM 7.  FINANCIAL STATEMENTS

         The required  items are presented as a separate  section of this report
beginning on Page F-1.

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

         There  have been no changes  in  accountants  since 2000 nor have there
been any disagreements  with accountants on any matter of accounting  principles
or practices, financial statement disclosure, or auditing scope or procedure.

PART II

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

         The following table sets forth certain  information about the directors
and executive officers of the Company.  All directors of the Company hold office
until the next annual meeting of  stockholders  or until their  successors  have
been elected and qualified. Executive officers of the Company are elected by the
Board of Directors to hold office until their respective  successors are elected
and qualified.

             Name              Age               Position with Colley
      ------------------       ---       ---------------------------------
      Richard B. Goodner        56       President, Secretary and Director

         Richard B. Goodner, age 56, has been the President,  Secretary and sole
director of our company since September 30, 2001, the date of the Merger. He has
been involved with the  acquisition,  sale,  breeding and racing of thoroughbred
horses  since  1992.  He has  organized  and  managed  13  private  thoroughbred
syndications  which have acquired and raced  approximately  100 thoroughbreds in
the  Texas-Louisiana  circuit  during  the  past  six  years.  Mr.  Goodner  was
responsible  for  evaluating  and selecting the  thoroughbreds  purchased by the
syndications  and on occasion  utilized  the  services of blood stock  agents to
assist him with the  evaluation  process.  He currently owns with partners three
thoroughbreds which are in training and racing in Louisiana. He owns a life-time
breeding share in Marked Tree, a stallion currently standing in Texas.

                                      -7-

<PAGE>

         Mr.  Goodner  received his B.A.  degree in  economics  from Eastern New
Mexico  University in 1967 and received his law degree from  Southern  Methodist
University in 1970.  Mr.  Goodner has practiced law in Dallas,  Texas since 1970
and is a partner in the law firm of Jackson  Walker L.L.P.  He will continue his
law practice in corporate and securities law.

Board of Directors and Committee Meetings Attendance

         During the fiscal year ended  December 31, 2001, the Board acted on two
occasions  by written  unanimous  consent of the Board of  Directors  in lieu of
meeting. The Company does not have any committees.

Compliance with Section 16(a) of the Exchange Act

         Section  16(a) of the Exchange Act  requires the  Company's  directors,
executive  officers  and persons  who own more than ten percent of a  registered
class of the  Company's  equity  securities  ("10%  holders"),  to file with the
Securities and Exchange  Commission (the "SEC") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity  securities  of
the Company. Directors,  officers and 10% holders are required by SEC regulation
to furnish the Company  with copies of all of the  Section  16(a)  reports  they
file.

         Based solely on a review of reports furnished to the Company or written
representatives  from the Company's  directors and executive officers during the
fiscal year ended  December 31,  2001,  all Section  16(a)  filing  requirements
applicable  to its  directors,  officers  and 10%  holders  for such  year  were
complied with.

ITEM 10.  EXECUTIVE COMPENSATION

         Richard B. Goodner has received no compensation nor have we accrued any
cash or  non-cash  compensation  for his  services  since he was  elected  as an
officer and director.  Mr. Goodner will receive no compensation for his services
until we raise at least  $300,000 from private  investors or we achieve at least
$100,000 net income from operations. Mr. Goodner's initial compensation will not
exceed $60,000 annually.

         We do not have any employment or consulting agreements with any parties
nor do we have a stock option plan.

Director Compensation

         The  Company  does  not  currently  pay a  director  fee for  attending
scheduled and special  meetings of the Board of Directors.  The Company pays the
expenses of all of its directors in attending board meetings.

Indebtedness of Directors and Senior Officers

         None of the  directors  or officers of the Company or their  respective
associates or affiliates is indebted to the Company.

Committees of the Board of Directors and Meeting Attendance

         There are no audit,  compensation  or other  committees of the Board of
Directors of the Company.

Family Relationships

         There are no family  relationships  among the  Company's  directors  or
officers.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth  certain  information  as of  February  1, 2002
relating  to the  beneficial  ownership  of shares  of Common  Stock by (i) each
person who owns  beneficially  more than 5% of the outstanding  shares of Common
Stock,  (ii) each director of the Company,  (iii) each executive  officer of the
Company,  and (iv) all  executive  officers  and  directors  of the Company as a
group.

                                           Shares          Percentage of
                                        Beneficially    Shares Beneficially
               Name(1)                     Owned               Owned
------------------------------------    -------------   -------------------
Richard B. Goodner(2)                     525,000              51.2%
Halter Financial Group, Inc.(3)           215,000              21.0%
Executive officers and directors as
A group (one person)                      525,000              51.2%
----------------

                                       -8-

<PAGE>

(1)      Unless  otherwise  indicated,  each person named in this table has sole
         voting and  investment  power with  respect to the shares  beneficially
         owned.
(2)      c/o Colley Corporation, 6608 Emerald Drive, Colleyville, Texas 76034.
(3)      7701 Las Colinas Ridge, Suite 250, Irving, Texas 75063.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         To the Company's  knowledge there are no  relationships or transactions
that require disclosure.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Financial Statements and Exhibits

1.       Financial Statements.  The following financial statements are submitted
         as part of this report:

                                                                            Page
                                                                            ----

           Report of Independent Certified Public Accountants                F-3
           Balance Sheets -
             December 31, 2001 (post merger),                                F-4
             September 30, 2001 (pre-merger) and December 31,
             2000 (pre-merger)
           Statements of Operations and Comprehensive Loss -
             for the period from April 27, 2001 through December 31, 2001,
             for the period from January 1, 2001 through September 30,
             2001, and
             for the period from July 31, 2000 through December 31, 2000     F-5
           Statements of Changes in Stockholders' Equity -
             for the period from July 31, 2000 through December 31, 2001     F-6
           Statement of Cash Flows -
             for the period from August 27, 2001 through December
             31, 2001, for the period from January 1, 2001 through
             September 30, 2001, and for the period from July 31,
             2000 through December 31, 2000                                  F-7
             Notes to Financial Statements                                   F-8

2.       Exhibits

         Exhibit Number                        Description
         --------------   ------------------------------------------------------
         3.1*              Certificate of Incorporation of AZ Acquisition Corp.
         3.2*              Bylaws of AZ Acquisition Corp.
         3.3*              Certificate  of Merger of AZ  Acquisition  Corp.  and
                           Colley  Corporation   (which   certificate   effected
                           amendments to the Certificate of  Incorporation of AZ
                           Acquisition Corp.)
         4.1*              Form   of   Certificate   Evidencing   Ownership   of
                           Registrant's Common Stock.
         10.1*             Agreement  and Plan of Merger,  dated  September  30,
                           2001,  by  and  between  Colley  Corporation  and  AZ
                           Acquisition Corp.
--------------------
* Incorporated by reference to the Company's Form 10-SB filed November 15, 2001.


(b)  Reports on Form 8-K. No current  reports on Form 8-K were filed  during the
fiscal year ended December 31, 2001.

                                      -9-


<PAGE>

                                   SIGNATURES

         In  accordance  with  Section  13 and 15(d) of the  Exchange  Act,  the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the15th day of February, 2002.

                                         COLLEY CORPORATION


                                         By:  /s/ Richard B. Goodner
                                            ------------------------
                                            Richard B. Goodner, President, Chief
                                            Financial Officer and Director

         Pursuant to the  requirements of the Exchange Act, this report has been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated:

        Signature                        Title                        Date

  /s/ Richard B. Goodner       President, Chief Financial      February 12, 2002
------------------------       Officer and Director
Richard B. Goodner










                                      -10-

<PAGE>

                               COLLEY CORPORATION
                          (a development stage company)

                                    CONTENTS



                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                           F-2

Financial Statements

   Balance Sheets
     as of December 31, 2001 (post-merger), September 30, 2001
       (pre-merger) and December 31, 2000 (pre-merger)                       F-3

   Statements of Operations and Comprehensive Loss
     for the period from August 27, 2001 (date of inception)
       through December 31, 2001 (post-merger);
     for the period from January 1, 2001
       through September 30, 2001 (pre-merger); and
     for the period from July 31, 2000 (date of bankruptcy settlement)
       through December 31, 2000 (pre-merger)                                F-4

   Statement of Changes in Shareholders' Equity
     for the period from July 31, 2000 (date of bankruptcy settlement)
       through December 31, 2001                                             F-5

   Statements of Cash Flows
     for the period from August 27, 2001 (date of inception)
       through December 31, 2001 (post-merger);
     for the period from January 1, 2001
       through September 30, 2001 (pre-merger); and
     for the period from July 31, 2000 (date of bankruptcy settlement)
       through December 31, 2000 (pre-merger)                                F-6

   Notes to Financial Statements                                             F-7




                                                                             F-1

<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member:    Texas Society of Certified Public Accountants
           Press Club of Dallas




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


Board of Directors and Stockholders
Colley Corporation

We have audited the accompanying balance sheets of Colley Corporation  (formerly
AZ Acquisition  Corp.) (a Delaware  corporation and a development stage company)
as of December 31, 2001 (post-merger) and December 31, 2000 (pre-merger) and the
related   statements  of  operations   and   comprehensive   loss,   changes  in
shareholders' equity and cash flows for the period from August 27, 2001 (date of
inception)  through  December  31, 2001  (post-merger),  January 1, 2001 through
September  30,  2001   (pre-merger)  and  July  31,  2000  (date  of  bankruptcy
settlement) through December 31, 2000, respectively . 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 audits 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  audits  provide  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 Colley Corporation (formerly AZ
Acquisition  Corp.) as of December 31, 2001  (post-merger) and December 31, 2000
(pre-merger)  and the results of  operations  and cash flows for the period from
for the period from August 27, 2001 (date of  inception)  through  December  31,
2001 (post-merger),  January 1, 2001 through September 30, 2001 (pre-merger) and
July 31,  2000  (date of  bankruptcy  settlement)  through  December  31,  2000,
respectively, 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.  As  discussed  in  Note B to the
financial statements, the Company has no viable operations or significant assets
and may become  dependent upon  significant  shareholders to provide  sufficient
working  capital to  maintain  the  integrity  of the  corporate  entity.  These
circumstances  create  substantial doubt about the Company's ability to continue
as a going concern and are discussed in Note B. The financial  statements do not
contain  any   adjustments   that  might   result  from  the  outcome  of  these
uncertainties.



                                                  S. W. HATFIELD, CPA
Dallas, Texas
February 5, 2002



                      Use our past to assist your future sm

P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com

                                       F-2

<PAGE>
<TABLE>
<CAPTION>

                               COLLEY CORPORATION
                          (a development stage company)
                                 BALANCE SHEETS
           December 31, 2001, September 30, 2001 and December 31, 2000


                                                        (post-merger)      (pre-merger)   (pre-merger)
                                                         December 31,     September 30,   December 31,
                                                               2001            2001             2000
                                                         -------------    -------------   -------------
<S>                                                      <C>              <C>             <C>
                                     ASSETS
                                     ------
Current Assets
   Cash in bank                                          $        --      $        --       $       --
                                                         -------------    -------------    -------------

Other Assets
   Investment in merger candidate                                 --                525             --
                                                         -------------    -------------    -------------

Total Assets                                             $        --      $         525     $       --
                                                         =============    =============    =============



                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
   Accounts payable - trade                              $       2,625    $        --       $       --
   Due to controlling shareholder                                2,066             --              1,267
                                                         -------------    -------------    -------------

     Total Liabilities                                           4,691             --              1,267
                                                         -------------    -------------    -------------


Shareholders' Equity
   Preferred stock - $0.001 par value
     10,000,000 shares authorized
     none issued and outstanding                                  --               --               --
   Common stock - $0.001 par value
     40,000,000 shares authorized
     1,025,509, 1,025,509 and 500,509
     shares issued and outstanding                               1,026            1,026              501
   Additional paid-in capital                                     --              5,829            1,999
   Deficit accumulated during the development stage             (5,717)          (6,330)          (3,767)
                                                         -------------    -------------    -------------

     Total Shareholders' Equity                                 (4,691)             525           (1,267)
                                                         -------------    -------------    -------------

Total Liabilities and Shareholders' Equity               $        --      $         525     $       --
                                                         =============    =============    =============

</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                             F-3

<PAGE>
<TABLE>
<CAPTION>


                               COLLEY CORPORATION
                          (a development stage company)
                 STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
             Period from August 27, 2001 (date of inception) through
                        December 31, 2001 (post-merger)
    Period from January 1, 2001 through September 30, 2001 (pre-merger); and
            Period from July 31, 2000 (date of bankruptcy settlement)
                     through December 31, 2000 (pre-merger)


                                            (post-merger)        (pre-merger)       (pre-merger)
                                                                                     Period from
                                             Period from                             July 30, 2000
                                           August 27, 2001       Period from     (date of bankruptcy
                                         (date of inception)    January 1, 2001        settlement)
                                              through              through              through
                                           December 31,         September 30,        December 31,
                                                  2001                 2001                 2000
                                           --------------       --------------       --------------
<S>                                        <C>                  <C>                  <C>

Revenues                                   $         --         $         --         $         --
                                           --------------       --------------       --------------

Expenses
   General, administrative and
     reorganization expenses                        5,293                2,563                3,767
                                           --------------       --------------       --------------

     Total operating expenses                       5,293                2,563                3,767
                                           --------------       --------------       --------------

Loss from Operations                               (5,293)              (2,563)              (3,767)

Other Income
   Interest and other                                --                   --                   --
                                           --------------       --------------       --------------

Net Loss                                           (5,293)              (2,563)              (3,767)

Other comprehensive income                           --                   --                   --
                                           --------------       --------------       --------------

Comprehensive Loss                         $       (5,293)      $       (2,563)      $       (3,767)
                                           ==============       ==============       ==============


Net loss per weighted-average share
   of common stock outstanding,
   computed on Net Loss -
   basic and fully diluted                            nil                  nil                  nil
                                           ==============       ==============       ==============

Weighted-average number of
   shares of common stock
   outstanding - basic and fully diluted          891,514              502,432              500,509
                                           ==============       ==============       ==============
</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                             F-4

<PAGE>
<TABLE>
<CAPTION>



                               COLLEY CORPORATION
                          (a development stage company)
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
           Period from July 31, 2000 (date of bankruptcy settlement)
                            through December 31, 2001


                                                                                Deficit
                                                                              accumulated
                                        Common Stock           Additional       in the
                                        ------------             paid-in      development
                                    Shares         Amount        capital         stage          Total
                                 -----------    -----------    -----------    -----------    -----------
<S>                              <C>            <C>            <C>            <C>            <C>
Shares issued at
   bankruptcy settlement
   on July 31, 2000                  500,509    $       501    $     1,999    $      --      $     2,500

Net loss for the period
   (pre-merger)                         --             --             --           (3,767)        (3,767)
                                 -----------    -----------    -----------    -----------    -----------

Balances at
   December 31, 2000
   (pre-merger)                      500,509            501          1,999         (3,767)        (1,267)

Working capital advances
   contributed as additional
   capital by controlling
   shareholder to support
   operations                           --             --            3,830           --            3,830

Stock issued to acquire
   merger candidate                  525,000            525           --             --              525

Net loss for the period
   (pre-merger)                         --             --             --           (2,563)        (2,563)
                                 -----------    -----------    -----------    -----------    -----------

Balances at
   September 30, 2001
   (pre-merger)                    1,025,509          1,026          5,829         (6,330)           525

Organization expenses paid
   in exchange for the initial
   capitalization of Colley
   Corporation                       525,000            525             77           --              602

Recapitalization due
   to reverse merger with
   Colley Corporation               (525,000)          (525)        (5,906)         5,906           (525)

Net loss for the period
   (post-merger)                        --             --             --           (5,293)        (5,293)
                                 -----------    -----------    -----------    -----------    -----------
Balances at
   December 31, 2001
   (post-merger)                   1,025,509    $     1,026    $      --      $    (5,717)   $    (4,691)
                                 ===========    ===========    ===========    ===========    ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                             F-5

<PAGE>
<TABLE>
<CAPTION>


                               COLLEY CORPORATION
                          (a development stage company)
                             STATEMENT OF CASH FLOWS
             Period from August 27, 2001 (date of inception) through
                  September 30, 2001 (post-merger) Period from
          January 1, 2001 through September 30, 2001 (pre-merger); and
            Period from July 31, 2000 (date of bankruptcy settlement)
                     through December 31, 2000 (pre-merger)


                                                 (post-merger)       (pre-merger)     (pre-merger)
                                                                                       Period from
                                                 Period from                          July 30, 2000
                                                August 27, 2001      Period from   (date of bankruptcy
                                             (date of inception)   January 1, 2001    settlement)
                                                    through            through            through
                                                 December 31,       September 30,      December 31,
                                                      2001               2001               2000
                                                 ------------       ------------       ------------
<S>                                              <C>                <C>                <C>
Cash Flows from Operating Activities
   Net loss for the period                       $     (5,393)      $     (2,563)      $     (3,767)
   Adjustments to reconcile net loss to
     net cash provided by operating activities
       Depreciation and amortization                     --                 --                 --
       Common stock exchanged for
         incorporation expenses                           602               --                 --
       Increase (Decrease) in
         Accounts payable - trade                       2,625               --                 --
                                                 ------------       ------------       ------------
Net cash provided by operating activities              (2,066)            (2,563)            (3,767)
                                                 ------------       ------------       ------------

Cash Flows from Investing Activities                     --                 --                 --
                                                 ------------       ------------       ------------

Cash Flows from Financing Activities
   Cash received from bankruptcy trust                   --                 --                2,500
   Cash advances from controlling shareholder
     to support operations subsequently
     contributed as additional capital                   --                2,563              1,267
   Amounts paid by shareholder on behalf
     of Company for operating expenses                  2,066              2,563              1,267
                                                 ------------       ------------       ------------
Net cash provided by financing activities               2,066              2,563              3,767
                                                 ------------       ------------       ------------

Increase (Decrease) in Cash                              --                 --                 --

Cash at beginning of period                              --                 --                 --
                                                 ------------       ------------       ------------

Cash at end of period                            $       --         $       --         $       --
                                                 ============       ============       ============

Supplemental Disclosure of Interest
   and Income Taxes Paid
     Interest paid for the year                  $       --         $       --         $       --
                                                 ============       ============       ============
     Income taxes paid for the year              $       --         $       --         $       --
                                                 ============       ============       ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
                                                                             F-6

<PAGE>



                               COLLEY CORPORATION
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

AZ Acquisition Corp.  (Company) was initially  incorporated as Super Shops, Inc.
under the laws of the State of Arizona.

In October 2000, the Company changed its State of Incorporation  from Arizona to
Delaware  by means of a merger  with and into a Delaware  corporation  formed on
October 13, 2000 solely for the purpose of effecting  the  reincorporation.  The
Certificate  of  Incorporation  and Bylaws of the Delaware  Corporation  are the
Certificate of Incorporation of the surviving  corporation.  Such Certificate of
Incorporation  changed the Company's name to AZ  Acquisition  Corp. and modified
the Company's  capital  structure to allow for the issuance of 50,000,000  total
equity shares  consisting of 10,000,000 shares of preferred stock and 40,000,000
shares of common  stock.  Both  classes  of stock have a par value of $0.001 per
share.

On September 19, 1997, the Company filed for protection  under Chapter 11 of the
Federal  Bankruptcy Act in the United States Bankruptcy Court,  Central District
of  California  -  Los  Angeles  Division   (Bankruptcy  Court).  The  Company's
bankruptcy  action was  consolidated  into a single  action  with other  related
entities - Super Shops,  Inc. (a California  corporation);  Super Shops, Inc. (a
Kansas corporation);  Super Shops, Inc. (a Michigan  corporation);  Super Shops,
Inc. (a Texas corporation) and Mallory Corporation (a Nevada  corporation).  All
assets,  liabilities  and other claims  against the Company were  combined  with
those of its affiliates for the purpose of  distribution  to creditors.  Each of
the six entities  otherwise  remained separate  corporate  entities.  During the
period from  September  17, 1997  through July 31, 2000 (the entered date of the
Debtors'  Amended Joint Plan of  Reorganization  dated as of July 31, 2000), all
secured  claims and/or  administrative  claims during this period were satisfied
through either direct payment or negotiation.

The Debtors'  Amended Joint Plan of  Reorganization  was confirmed by the United
States Bankruptcy Court, Central District of Californa - Los Angeles Division on
July  27,  2000  and  entered  on July  31,  2000.  The  Amended  Joint  Plan of
Reorganization,  which  contemplates  the Company entering into a reverse merger
transaction,  provided that all unsecured  creditors and Halter Financial Group,
Inc.  would  receive "new" shares of the  Company's  post-reorganization  common
stock,  pursuant to Section  1145(a) of the Bankruptcy  Code. As a result of the
Plan's  approval,   all  liens,  security  interests,   encumbrances  and  other
interests, as defined in the Amended Joint Plan of Reorganization, attach to the
creditor's trust.  Specific  injunctions prohibit any of these claims from being
asserted  against the Company prior to the  contemplated  reverse merger.  Final
discharge  occurred  on October  19,  2001 with the filing of a  Certificate  of
Completion with the Bankruptcy Court.

The cancellation of all existing shares at the date of the bankruptcy filing and
the issuance of "new"  shares of the  reorganized  entity  caused an issuance of
shares of common stock and a related  change of control of the Company with more
than 50.0% of the "new" shares being held by persons and/or  entities which were
not  pre-bankruptcy   shareholders.   Accordingly,  per  American  Institute  of
Certified Public Accountants'  Statement of Position 90-7,  "Financial Reporting
by Entities in  Reorganization  Under the Bankruptcy  Code", the Company adopted
"fresh-  start"  accounting  as of the  bankruptcy  discharge  date  whereby all
continuing  assets and  liabilities  of the  Company  were  restated to the fair
market  value.  As of  July  31,  2000,  by  virtue  of the  confirmed  Plan  of
Reorganization,  the only post-bankruptcy asset of the Company was approximately
$2,500 in cash due from the Bankruptcy Estate.

The Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and has a year-end of December 31.



                                                                             F-7

<PAGE>

                               COLLEY CORPORATION
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS - Continued

On  September  30,  2001,  the  Company  issued  525,000  shares of  restricted,
unregistered  common stock in exchange for 100.0% of the issued and  outstanding
stock of Colley Corporation,  a Delaware  corporation formed on August 27, 2001.
Colley  Corporation and the Company then merged with the Company being the legal
surviving  corporation  and the  Company's  corporate  name  changed  to  Colley
Corporation.

The  acquisition  of Colley  Corporation,  on September 30, 2001, by the Company
effected a change in control and was  accounted  for as a" reverse  acquisition"
whereby Colley  Corporation is the accounting  acquiror for financial  statement
purposes.  Accordingly,  for all periods  subsequent to September 30, 2001,  the
financial  statements of the Company reflect the historical financial statements
of Colley  Corporation  from its inception on August 27, 2001 and the operations
of the Company subsequent to the September 30, 2001 transaction date.

Colley  Corporation  was  incorporated  on August 27, 2001 under the laws of the
State of Delaware to engage in the acquisition  and sale of thoroughbred  racing
stock.

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


NOTE B - GOING CONCERN UNCERTAINTY

The  Company's  former  majority  stockholder,  Halter  Financial  Group,  Inc.,
maintained the corporate  status of the Company and provided all nominal working
capital  support on the  Company's  behalf from the  bankruptcy  discharge  date
through September 30, 2001.

Because of the Company's lack of operating assets, the Company's  continuance is
fully dependent either future sales of securities or upon its current management
and/or advances or loans from significant  stockholders or corporate officers to
provide  sufficient  working  capital to preserve the integrity of the corporate
entity during the development phase.

There is no assurance that the Company will be able to obtain additional funding
through the sales of additional  securities or, that such funding, if available,
will be obtained on terms favorable to or affordable by the Company.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant stockholders to provide additional future funding.


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   Cash and cash equivalents
     -------------------------

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

                                                                             F-8

<PAGE>

                               COLLEY CORPORATION
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

2    Organization costs
     ------------------

     The Company has adopted the provisions of AICPA Statement of Position 98-5,
     "Reporting on the Costs of Start-Up  Activities"  whereby all  organization
     and   initial   costs   incurred   with  the   incorporation   and  initial
     capitalization of the Company were charged to operations as incurred.

3.   Research and development expenses
     ---------------------------------

     Research and development expenses are charged to operations as incurred.

4.   Advertising expenses
     --------------------

     Advertising and marketing expenses are charged to operations as incurred.

5.   Income taxes
     ------------

     The Company  utilizes  the asset and  liability  method of  accounting  for
     income  taxes.  At December  31,  2001  (post-merger),  September  30, 2001
     (pre-merger) and December 31, 2000 (pre-merger), the deferred tax asset and
     deferred tax liability  accounts,  as recorded when material,  are entirely
     the result of temporary differences.

     Temporary  differences  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated  depreciation and amortization.  As of December 31, 2001 (post-
     merger),   September   30,  2001   (pre-merger)   and   December  31,  2000
     (pre-merger), the deferred tax asset is related solely to the Company's net
     operating loss carryforward and is fully reserved.

7.   Loss per share
     --------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,  whichever  is later.  As of December  31,  2001 (post-  merger),
     September  30,  2001  (pre-merger)  and  December  31,  2000  (pre-merger),
     respectively, the Company has no issued and outstanding securities, options
     or warrants  that would be deemed  potentially  dilutive in the current and
     future periods.


NOTE D - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.



                                                                             F-9

<PAGE>
<TABLE>
<CAPTION>



                                                         COLLEY CORPORATION
                                                    (a development stage company)

                                              NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE E - INCOME TAXES

The  components of income tax  (benefit)  expense for the period from August 27,
2001  (date of  inception)  through  December  31,  2001,  respectively,  are as
follows:

                    (post-merger)      (pre-merger)        (pre-merger)
                                                           Period from
                     Period from                           July 30, 2000
                   August 27, 2001     Period from     (date of bankruptcy
                (date of inception)   January 1, 2001      settlement)
                     through              through            through
                   December 31,        September 30,       December 31,
                         2001                2001                2000
                  --------------      --------------      --------------
     Federal:
       Current    $         --        $         --        $         --
       Deferred             --                  --                  --
                  --------------      --------------      --------------
                            --                  --                  --
                  --------------      --------------      --------------
       Current              --                  --                  --
       Deferred             --                  --                  --
                  --------------      --------------      --------------
                            --                  --                  --
                  --------------      --------------      --------------

     Totals       $         --        $         --        $         --
                  ==============      ==============      ==============

As of December 31, 2001,  the Company has a net operating loss  carryforward  of
approximately  $4,731  to offset  future  taxable  income.  Subject  to  current
regulations,  this  carryforward  will  begin to expire in 2021.  The amount and
availability  of  the  net  operating  loss  carryforwards  may  be  subject  to
limitations set forth by the Internal  Revenue Code.  Factors such as the number
of shares ultimately issued within a three year look-back period;  whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate;  continuity of historical  business;  and subsequent income of
the  Company  all  enter  into  the  annual   computation  of  allowable  annual
utilization of the carryforwards.

The  Company's  income tax  expense for the period from August 27, 2001 (date of
inception)  through  December  31, 2001  (post-merger),  January 1, 2001 through
September  30,  2001   (pre-merger)  and  July  31,  2000  (date  of  bankruptcy
settlement) through December 31, 2000, respectively, are as follows:

                                                        (post-merger)       (pre-merger)       (pre-merger)
                                                                                                Period from
                                                         Period from                          July 30, 2000
                                                       August 27, 2001      Period from     (date of bankruptcy
                                                    (date of inception)    January 1, 2001      settlement)
                                                         through               through             through
                                                       December 31,         September 30,        December 31,
                                                             2001                 2001                 2000
                                                      --------------       --------------       --------------
<S>                                                     <C>                <C>                  <C>
Statutory rate applied to loss before income taxes    $       (1,800)      $         (871)      $       (1,281)
Increase (decrease) in income taxes resulting from:
   State income taxes                                           --                   --                   --
   Other, including reserve for deferred tax asset             1,800                  871                1,281
                                                      --------------       --------------       --------------
     Income tax expense                               $         --         $         --         $         --
                                                      ==============       ==============       ==============

</TABLE>
                                                                            F-10

<PAGE>
<TABLE>
<CAPTION>

                               COLLEY CORPORATION
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE E - INCOME TAXES - Continued

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of December 31, 2001 (post-  merger),  September  30, 2001  (pre-merger)  and
December 31, 2000 (pre-merger):

                                           (post-merger)     (pre-merger)    (pre-merger)
                                           December 31,     September 30,    December 31,
                                                 2001             2001             2000
                                           -------------    -------------    -------------
<S>                                        <C>              <C>              <C>
Deferred tax assets
   From net operating loss carryforwards   $       1,600    $       2,152    $       1,281
   Less valuation allowance                       (1,600)          (2,152)          (1,281)
                                           -------------    -------------    -------------

     Net Deferred Tax Asset                $        --      $        --      $        --
                                           =============    =============    =============
</TABLE>

During the period from August 17, 2001 (date of inception)  through December 31,
2001, the reserve for the deferred  current tax asset increased by approximately
$1,600.  During the period  from  January 1, 2001  through  September  30,  2001
(pre-merger  period)  and the  period  from July 31,  2000  (date of  bankruptcy
settlement)  through December 31, 2000, the reserve for the deferred current tax
asset increased by approximately $871 and $1,281, respectively.


NOTE F - COMMON STOCK TRANSACTIONS

Pursuant to the Debtors' Amended Joint Plan of Reorganization As Of November 15,
1999  (Plan),  affirmed  by the U. S.  Bankruptcy  Court - Central  District  of
California - Los Angeles  Division on July 27, 2000,  the Company  "will include
the issuance of a sufficient  number of Plan shares to meet the  requirements of
the Plan.  Such number is estimated to be  approximately  500,000 Plan Shares of
each Post Confirmation  Debtor.  The Plan Shares shall all be of the same class.
The Plan Shares will be issued ... as soon as  practicable  after the  Creditors
[sic] Trustee has determined all Allowed Class 5 Unsecured Claims and calculated
the exact number of Plan Shares to be issued to [Halter  Financial Group,  Inc.]
and the holders of Allowed Class 5 Unsecured Claims...."

In  accordance  with the  Plan,  the  Company  issued  500,509  Plan  Shares  in
settlement  of the  Allowed  Administrative  Claims  and the  Allowed  Unsecured
Claims.  Approximately  60.0% of the Plan Shares were issued to Halter Financial
Group, Inc. in exchange for the release of its Allowed Administrative Claims and
for the  performance of certain  services and payment of certain fees related to
the  anticipated  reverse  merger or acquisition  transactions  described in the
Plan.  The  remaining  40.0% of the Plan  Shares  were  issued to the holders of
Allowed  Unsecured  Claims on a Pro Rata basis.  No fractional  Plan Shares were
issued. One full share was issued in lieu of any calculated fractional share.

On  September  30,  2001,  the  Company  issued  525,000  shares of  restricted,
unregistered  common stock in exchange for 100.0% of the issued and  outstanding
stock of Colley Corporation,  a Delaware  corporation formed on August 27, 2001.
Colley  Corporation and the Company then merged with the Company being the legal
surviving  corporation.  The Company  relied upon Section 4(2) of The Securities
Act of 1933, as amended, for an exemption from registration on these shares.



                                                                            F-11

<PAGE>

                               COLLEY CORPORATION
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE F - COMMON STOCK TRANSACTIONS - Continued

Colley  Corporation,  the surviving  accounting entity, upon its August 27, 2001
formation,  issued an aggregate of 525,000  shares of  restricted,  unregistered
common  stock to its sole  officer  for  administrative  services  and  expenses
related  to  the   incorporation  of  the  Company.   These   transactions  were
cumulatively  valued at approximately $602, which equals the cash paid on behalf
of the Company for its formation and incorporation. These amounts are charged to
operations in the accompanying financial statements.




                                                                            F-12