SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934

                       Fiscal Year Ended December 31, 2001

                        Commission file number 000-49701

                          GOALTIMER INTERNATIONAL, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

        Colorado                                        84-1159783
        --------                                        ----------
(State of incorporation)                                (I.R.S. Employer
                                                        Identification No.)

                  231 W. Jamison Circle #5, Litteton, CO 80120
                 ----------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (303) 734-0235

           Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                               Title of each class

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days. Yes X No

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

State issuer's revenues for its most recent fiscal year. $0

There were 1,882,228 shares of the Registrant's common stock outstanding as of
December 31, 2001.

The aggregate  market value of the 1,456,714 shares of voting common stock
held by nonaffiliates of the Registrant is none on December 31, 2001, because it
is not a quote stock..


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                                TABLE OF CONTENTS

PART I

         Item 1.  Description of Business
         Item 2.  Description of Property
         Item 3.  Legal Proceedings
         Item 4.  Submission of Matters to a Vote of Security Holders

PART II

         Item 5.  Market for Common Equity and Related Stockholder Matters
         Item 6.  Management's Discussion and Analysis or Plan of Operation
         Item 7.  Financial Statements
         Item 8.  Changes in and Disagreements With Accountants on Accounting
                  and Financial Disclosure

PART III

         Item 9.  Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act
         Item 10. Executive Compensation
         Item 11. Security Ownership of Certain Beneficial Owners and Management
         Item 12. Certain Relationships and Related Transactions
         Item 13. Exhibits and Reports on Form 8-K

SIGNATURES




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                                     PART I

Item 1.  DESCRIPTION OF BUSINESS
         -----------------------


General

     The  Company  was  incorporated  under the laws of the State of Colorado on
December  19,  1990 and  proceeded  with a business  plan to develop  and market
software for personal  goal and time  management  planning.  The Company  raised
approximately  $434,000 in private placements to fund operations but in 1996 ran
out of money to finish  development of the software and  terminated  operations.
The  Company has been  dormant  since late 1997.  The company has no  commercial
operations as of date hereof. The company has no full-time employees and owns no
real estate.

     The Company is a "shell"  company and its only current  business plan is to
seek,  investigate,  and,  if  warranted,  acquire  one or  more  properties  or
businesses,   and  to  pursue  other  related  activities  intended  to  enhance
shareholder  value.  The  acquisition of a business  opportunity  may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business  entity,  such as a corporation,  joint venture,  or  partnership.  The
Company has no capital, and it is unlikely that the Company will be able to take
advantage of more than one such  business  opportunity.  The Company  intends to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

     At the present time the Company has not identified any business opportunity
that it plans to pursue, nor has the Company reached any agreement or definitive
understanding  with any person concerning an acquisition.  The Company is filing
Form 10-SB on a voluntary  basis in order to become a 12(g)  registered  company
under the Securities Exchange Act of 1934. As a "reporting company," the Company
may be more attractive to a private  acquisition target because it may be listed
to trade its shares on the OTCBB.

     It is  anticipated  that the Company's  officers and directors will contact
broker-dealers  and other persons with whom they are acquainted who are involved
in corporate finance matters to advise them of the  Company's  existence  and to

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determine if any  companies or  businesses  they  represent  have an interest in
considering a merger or acquisition with the Company.  No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity,  given that no funds that are available for  acquisitions,  or that
any  acquisition  that occurs will be on terms that are favorable to the Company
or its stockholders.

     The  Company's  search  will be  directed  toward  small  and  medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy,  or anticipate in the reasonably  near future being able to satisfy,
the minimum asset  requirements in order to qualify shares for trading on NASDAQ
or  a  stock   exchange   (See   "Investigation   and   Selection   of  Business
Opportunities").   The  Company  anticipates  that  the  business  opportunities
presented to it will (i) be recently organized with no operating  history,  or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating  difficulties;  (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept;  or (v) have a combination of the
characteristics   mentioned  in  (i)  through  (iv).  The  Company   intends  to
concentrate its acquisition efforts on properties or businesses that it believes
to be  undervalued.  Given the above factors,  investors  should expect that any
acquisition candidate may have a history of losses or low profitability.

     The  Company  does not  propose  to  restrict  its  search  for  investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in  essentially  any  business,  to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's  discretion in the selection of business  opportunities is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions, and other factors.

     As a consequence of this  registration of its securities,  any entity which
has an interest in being  acquired by, or merging into the Company,  is expected
to be an entity that desires to become a public  company and  establish a public
trading  market  for  its  securities.  In  connection  with  such a  merger  or
acquisition, it is highly likely that an amount of stock constituting control of
the  Company  would be issued  by the  Company  or  purchased  from the  current
principal shareholders of the Company by the acquiring entity or its affiliates.

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If stock is purchased  from the current  shareholders,  the  transaction is very
likely to result in  substantial  gains to them relative to their purchase price
for such stock.  In the Company's  judgment,  none of its officers and directors
would thereby become an "underwriter" within the meaning of the Section 2(11) of
the  Securities Act of 1933, as amended.  The sale of a controlling  interest by
certain  principal  shareholders  of the Company  could occur at a time when the
other shareholders of the Company remain subject to restrictions on the transfer
of their shares.

     Depending  upon the nature of the  transaction,  the current  officers  and
directors  of the Company may resign  management  positions  with the Company in
connection with the Company's acquisition of a business  opportunity.  See "Form
of Acquisition,"  below, and "Risk Factors - The Company - Lack of Continuity in
Management."  In  the  event  of  such  a  resignation,  the  Company's  current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.

     It is anticipated  that business  opportunities  will come to the Company's
attention from various  sources,  including its officers and director, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

     The  Company  does  not  foresee  that it  would  enter  into a  merger  or
acquisition  transaction  with any business with which its officers or directors
are currently affiliated.  Should the Company determine in the future,  contrary
to foregoing expectations,  that a transaction with an affiliate would be in the
best  interests of the Company and its  stockholders,  the Company is in general
permitted by Colorado law to enter into such a transaction if:

1. The material facts as to the relationship or interest of the affiliate and as
to the  contract  or  transaction  are  disclosed  or are  known to the Board of
Directors, and the Board in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested  directors,  even though
the disinterested directors constitute less than a quorum; or

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2. The material facts as to the relationship or interest of the affiliate and as
to the contract or  transaction  are disclosed or are known to the  stockholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved in good faith by vote of the stockholders; or

3. The  contract or  transaction  is fair as to the Company as of the time it is
authorized, approved or ratified, by the Board of Directors or the stockholders.
Investigation and Selection of Business Opportunities

To a large extent, a decision to participate in a specific business  opportunity
may be made upon  management's  analysis of the  quality of the other  company's
management  and  personnel,  the  anticipated  acceptability  of new products or
marketing concepts,  the merit of technological  changes,  the perceived benefit
the company will derive from becoming a publicly held entity, and numerous other
factors  which  are  difficult,  if  not  impossible,  to  analyze  through  the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific business opportunity may not necessarily
be indicative  of the  potential for the future  because of the possible need to
shift marketing approaches substantially,  expand significantly,  change product
emphasis, change or substantially augment management, or make other changes. The
Company will be dependent upon the owners of a business  opportunity to identify
any such problems which may exist and to implement,  or be primarily responsible
for the implementation of, required changes. Because the Company may participate
in a business  opportunity  with a newly  organized firm or with a firm which is
entering a new phase of growth,  it should be  emphasized  that the Company will
incur further risks,  because  management in many instances will not have proved
its abilities or effectiveness,  the eventual market for such company's products
or  services  will  likely  not be  established,  and  such  company  may not be
profitable when acquired.

It is  anticipated  that the  Company  will not be able to  diversify,  but will
essentially  be limited to one such  venture  because of the  Company's  limited
financing.  This lack of  diversification  will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be  considered an adverse  factor  affecting any decision to purchase the
Company's securities.


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It is emphasized that management of the Company may effect transactions having a
potentially  adverse  impact  upon the  Company's  shareholders  pursuant to the
authority and  discretion of the Company's  management to complete  acquisitions
without  submitting any proposal to the  stockholders  for their  consideration.
Holders of the  Company's  securities  should not  anticipate  that the  Company
necessarily will furnish such holders, prior to any merger or acquisition,  with
financial statements, or any other documentation, concerning a target company or
its  business.  In some  instances,  however,  the proposed  participation  in a
business   opportunity   may  be  submitted  to  the   stockholders   for  their
consideration,  either  voluntarily by such directors to seek the  stockholders'
advice and consent or because state law so requires.

The  analysis  of  business  opportunities  will be  undertaken  by or under the
supervision  of the  Company's  President,  who is not a  professional  business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside  consultant to assist in the  investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management  has no current plans to use any outside  consultants  or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors,  the services to be provided,
the term of service,  or  regarding  the total  amount of fees that may be paid.
However,  because of the limited resources of the Company, it is likely that any
such fee the  Company  agrees  to pay  would  be paid in stock  and not in cash.
Otherwise,  the Company  anticipates that it will consider,  among other things,
the following factors:

1.  Potential  for  growth  and  profitability,  indicated  by  new  technology,
anticipated market expansion, or new products;

2. The Company's  perception of how any particular business  opportunity will be
received by the investment community and by the Company's stockholders;

3. Whether,  following the business combination,  the financial condition of the
business  opportunity  would be, or would  have a  significant  prospect  in the
foreseeable  future of  becoming  sufficient  to enable  the  securities  of the
Company  to  qualify  for  listing on an  exchange  or on a  national  automated
securities quotation system, such as NASDAQ, so as to permit the trading of such

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securities to be exempt from the requirements of Rule 15c2-6 recently adopted by
the  Securities  and  Exchange  Commission.  See "Risk  Factors - The  Company -
Regulation of Penny Stocks."

4. Capital  requirements  and anticipated  availability of required funds, to be
provided  by the  Company or from  operations,  through  the sale of  additional
securities,  through  joint  ventures  or  similar  arrangements,  or from other
sources;

5. The extent to which the business opportunity can be advanced;

6.  Competitive  position  as compared to other  companies  of similar  size and
experience  within the  industry  segment as well as within  the  industry  as a
whole;

7. Strength and diversity of existing  management,  or management prospects that
are scheduled for recruitment;

8. The  cost of  participation  by the  Company  as  compared  to the  perceived
tangible and intangible values and potential; and

9. The accessibility of required management expertise, personnel, raw materials,
services, professional assistance, and other required items.

     In regard to the  possibility  that the shares of the Company would qualify
for listing on NASDAQ,  the current  standards include the requirements that the
issuer of the  securities  that are sought to be listed have total net  tangible
assets  of at  least  $4,000,000.  Many,  and  perhaps  most,  of  the  business
opportunities  that might be potential  candidates  for a  combination  with the
Company would not satisfy the NASDAQ listing criteria.

     No one of the factors  described above will be controlling in the selection
of a business  opportunity,  and management  will attempt to analyze all factors
appropriate to each  opportunity and make a determination  based upon reasonable
investigative  measures  and  available  data.  Potentially  available  business
opportunities  may occur in many  different  industries and at various stages of
development,  all of which will make the task of comparative  investigation  and
analysis  of  such  business  opportunities  extremely  difficult  and  complex.
Potential  investors  must  recognize  that,  because of the  Company's  limited
capital  available for  investigation  and  management's  limited  experience in



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business analysis,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.

     The  Company is unable to  predict  when it may  participate  in a business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

     Prior to making a decision to  participate in a business  opportunity,  the
Company  will  generally  request  that it be provided  with  written  materials
regarding the business  opportunity  containing  such items as a description  of
products,   services  and  company  history;   management   resumes;   financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents,  trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management;  a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced within a reasonable  period of time not
to  exceed  60 days  following  completion  of a merger  transaction;  and other
information deemed relevant.

     As part of the Company's  investigation,  the Company's  executive officers
and directors may meet personally  with management and key personnel,  may visit
and inspect material facilities,  obtain independent analysis or verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

     It is  possible  that the range of  business  opportunities  that  might be
available  for  consideration  by the Company  could be limited by the impact of
Securities and Exchange  Commission  regulations  regarding purchase and sale of
"penny stocks." The regulations  would affect,  and possibly impair,  any market
that might develop in the Company's  securities  until such time as they qualify
for listing on NASDAQ or on another  exchange  which would make them exempt from
applicability of the "penny stock" regulations.  See "Risk Factors -- Regulation
of Penny Stocks."


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     Company  management  believes  that various  types of  potential  merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have long-term  plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates which have a need for an immediate cash infusion are not
likely  to find a  potential  business  combination  with the  Company  to be an
attractive alternative.

     There are no loan arrangements or arrangements for any financing whatsoever
relating to any business opportunities.

Form of Acquisition

     It is impossible to predict the manner in which the Company may participate
in a business opportunity.  Specific business  opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity  and,  upon the basis of that  review and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization,  and although it is likely, there is no assurance that the Company
would  be  the  surviving  entity.  In  addition,  the  present  management  and
stockholders  of the Company  most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a  transaction,  the  Company's  existing  directors  may resign and new
directors may be appointed without any vote by stockholders.

     It is likely that the Company will acquire its  participation in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company. Although the terms of any such transaction   cannot  be   predicted, it


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should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  the
Company's current  stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were  stockholders  of the Company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").

     It is  anticipated  that any new  securities  issued in any  reorganization
would  be  issued  in  reliance  upon  exemptions,  if any are  available,  from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances,  however, as a negotiated element of the transaction, the Company
may agree to register  such  securities  either at the time the  transaction  is
consummated,  or under certain conditions or at specified times thereafter.  The
issuance of substantial  additional securities and their potential sale into any
trading  market  that  might  develop  in the  Company's  securities  may have a
depressive effect upon such market.

     The  Company  will  participate  in a business  opportunity  only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

     As a general matter,  the Company  anticipates that it, and/or its officers
and  principal  shareholders  will  enter  into a  letter  of  intent  with  the
management,  principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of

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the proposed  acquisition but will not bind any of the parties to consummate the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither the Company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.

     It is anticipated that the investigation of specific business opportunities
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs  theretofore   incurred  in  the  related   investigation   would  not  be
recoverable.  Moreover,  because many  providers  of goods and services  require
compensation at the time or soon after the goods and services are provided,  the
inability of the Company to pay until an  indeterminate  future time may make it
impossible to procure goods and services.

     In all probability, upon completion of an acquisition or merger, there will
be a change in control through issuance of  substantially  more shares of common
stock.  Further, in conjunction with an acquisition or merger, it is likely that
management  may offer to sell a controlling  interest at a price not relative to
or  reflective  of any value of the shares  sold by  management,  and at a price
which could not be achieved by individual shareholders at the time.


Investment Company Act and Other Regulation

         The Company may participate in a business opportunity by purchasing,
trading or selling the securities of such business. The Company does not,
however, intend to engage primarily in such activities. Specifically, the
Company intends to conduct its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940 (the "Investment
Act"), and therefore to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the regulations
promulgated thereunder.

         Section 3(a) of the Investment Act contains the definition of an
"investment company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceeds 40% of
the value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner which
will result in the availability of this exception from the definition of
"investment company." Consequently, the Company's participation in a business or
opportunity through the purchase and sale of investment securities will be
limited.

         The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates a
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company, stockholders will
not be afforded these protections.

         Any securities which the Company might acquire in exchange for its
Common Stock are expected to be "restricted securities" within the meaning of
the Securities Act of 1933, as amended (the "Act"). If the Company elects to
resell such securities, such sale cannot proceed unless a registration statement
has been declared effective by the Securities and Exchange Commission or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities not involving a distribution, would in all likelihood be
available to permit a private sale. Although the plan of operation does not
contemplate resale of securities acquired, if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.

<PAGE>

         An acquisition made by the Company may be in an industry which is
regulated or licensed by federal, state or local authorities. Compliance with
such regulations can be expected to be a time-consuming and expensive process.

Competition

         The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals. Many of these entities will have
significantly greater experience, resources and managerial capabilities than the
Company and will therefore be in a better position than the Company to obtain
access to attractive business opportunities. The Company also will possibly
experience competition from other public "blank check" companies, some of which
may have more funds available than does the Company.

No Rights of Dissenting Shareholders

         The Company does not intend to provide Company shareholders with
complete disclosure documentation including audited financial statements,
concerning a possible target company prior to acquisition, because Colorado
Business Corporation Act vests authority in the Board of Directors to decide and
approve matters involving acquisitions within certain restrictions. A
transaction could be structured as an acquisition, not a merger, with the
Registrant being the parent company and the acquiree being merged into a wholly
owned subsidiary. Therefore, a shareholder will have no right of dissent under
Wyoming law.

No Target Candidates for Acquisition

         None of the Company's Officers, Directors, promoters, affiliates, or
associates have had any preliminary contact or discussion with any specific
candidate for acquisition. There are no present plans, proposals, arrangements,
or understandings with any representatives of the owners of any business or
company regarding the possibility of an acquisition transaction.

Administrative Offices

     The Company currently  maintains a mailing address at 231 W. Jamison Circle
#5,  Littelton,  CO 80120 which is the mailing  address of its President.  Other
than this mailing  address,  the Company does not  currently  maintain any other
office  facilities,  and does not  anticipate  the need for  maintaining  office
facilities at any time in the  foreseeable  future.  The Company pays no rent or
other fees for the use of this mailing address.


<PAGE>


Employees

         The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants, attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating business opportunities. The
need for employees and their availability will be addressed in connection with
the decision whether or not to acquire or participate in specific business
opportunities. Although there is no current plan with respect to its nature or
amount, remuneration may be paid to or accrued for the benefit of, the Company's
officers prior to, or in conjunction with, the completion of a business
acquisition for services actually rendered, if for. See "Executive Compensation"
and under "Certain Relationships and Related Transactions."


Item 2.  PROPERTIES
         ----------

         Facilities

The Company has no property.  The Company does not currently  maintain an office
or any other facilities.  It does currently maintain a mailing address at 231 W.
Jamison Circle #5, Littleton,  CO 80120. The Company pays no rent for the use of
this mailing address. The Company does not believe that it will need to maintain
an office at any time in the  foreseeable  future in order to carry out its plan
of operations described herein.

         Real Property

         None

         Mineral Properties

         None

Item 3.  LEGAL PROCEEDINGS
         -----------------

         As of December 31, 2001, the Company was neither a party nor were any
of its properties subject to any legal proceedings.

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

 No matters were submitted during the period covered by this report to a vote of
security holders of the Company, through the solicitation of proxies or
otherwise.


<PAGE>



                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         ---------------------------------------------------------------------

 As of the date of this report, there has been no trading or quotation of the
Company's common stock from inception to date.

         As of December 31, 2001, there were 37 record  holders of the Company's
common Stock.

         The Company has not declared or paid any cash dividends on its common
stock and does not anticipate paying dividends for the foreseeable future.


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

         Financial Condition and Changes in Financial Condition

Results of Operations for Year ended December 31, 2001 Compared to Year Ended
-----------------------------------------------------------------------------
December 31, 2000.
-----------------

     The Company had no  revenues  or  operations  in the fiscal year in 2001 or
2000. No other expenses were incurred.  The Company had a net loss of ($4560) in
2001 and 2000 due to  interest  expense  on  debt.  The net loss per  share  was
nominal in both 2001 and 2000.

         The trend of operating losses can be expected to continue for the
indefinite future unless and until an operating business which is profitable is
achieved, of which there can be no assurance.

     The Company has incurred deficits totalling  ($1,129,027) at year end since
inceptio.  The company has never had revenues and the trend of losses  should be
expected to continue.

         Liquidity and Capital Resources

     At year end,  the Company had no cash or other  assets.  The Company had no
liabilities.  The  Company  will be reliant  upon loans  from  shareholders  for
expenses. None of those loans has been committed.


Item 7.  Financial Statements and Supplementary Data
         -------------------------------------------

                  Please refer to pages F-1 through F-7.

<PAGE>

Item 8.  Changes in and Disagreements on Accounting and Financial Disclosure
         -------------------------------------------------------------------

         In connection with audits of two most recent fiscal years and any
interim period preceding resignation, no disagreements exist with any former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused him to
make reference in connection with his report to the subject matter of the
disagreement(s).

         The principal accountants' reports on the financial statements for any
of the past two years contained no adverse opinion or a disclaimer of opinion
nor was qualified as to uncertainty, audit scope, or accounting principles
except for the "going concern" qualification.


                                    PART III

Item 9.  Directors and Executive Officers of the Registrant and Compliance with
         ----------------------------------------------------------------------
         Section 16(a)
         -------------

The directors and executive officers of the Company as of December 31, 2001, are
as follows:

<TABLE>
<CAPTION>

 Name                               Age              Position                                    Term
------                             -----             --------                                   ------
<S>                                 <C>              <C>                                         <C>
Leland Watson                       54               President and Director                      Annual
Joshua Hayman                       42               Secretary/Treasurer and Director            Annual
Sandra Watson                       55               Director                                    Annual
</TABLE>

        Leland E. Watson, II

     Mr.  Watson  has  been  President  and a  Director  of  the  Company  since
inception.  He has been  Marketing  Manager of  National  Printing  &  Packaging
(Direct  Marketing  Division) in Denver,  Colorado  from  September  2000 to the
present. He was senior Account Executive at EAGLEDIRECT.COM  (Division of Master
Graphics) in Denver,  Colorado  from October 1997 to September  2000.  He was an
Account  Executive,  Writer  and  Marketing  Manager  of Print  20/20 in Denver,
Colorado  from February 1997 to October 1997. He was a Sales Manager for Oran V.
Siler  Printing Co. in Denver,  Colorado  from July 1996 to February  1997.  His
education is an associate degree in Graphic Arts and in Business Management.


        Sandra S. Watson

     Mrs.  Watson has been a Director of the Company since 1999.  She has been a
Business and Marketing Consultant since October 1998 through her company,  Mom's
Here, in Denver,  Colorado. She was President of Print 20/20 in Denver, Colorado
from September  1994 to October 1998.  She was President and General  Manager of
Visionprint,  LTD. in Denver, Colorado from September 1987 to December 1993. She
attended  Bethel College in Colorado  Springs,  Colorado and earned a Registered
Nurse Degree.

        Joshua R. Hayman

     Mr.  Hayman  has been a Director  and  Secretary  since  1994.  Mr.  Hayman
obtained a BS in Business  Administration in 1977 from the University at Albany,
New York,  and obtained an MBA in finance from the  University of Miami in 1978.
from 1996 to  present,  he has been a Loan  Servicing  Manager  at Cherry  Creek
Mortgage Company in Denver, Colorado.


<PAGE>


         No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.

         The term of office of each director and executive officer ends at, or
immediately after, the next annual meeting of shareholders of the Company.
Except as otherwise indicated, no organization by which any director or officer
has been previously employed is an affiliate, parent or subsidiary of the
Company.

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
Company with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings.

     No officers,  Directors, or shareholders did not file reports under Section
16(a) during the most recent fiscal year.



<PAGE>


         2.   For each person, listed by subparagraph letter above:

Number of late                 Number of                 Known failures
reports                        transactions not          to file forms required
                               reported on a
                               timely basis
---------------                -----------------         ----------------------

a.       1                             none                      1

b.       1                             none                      1

c.       1                             none                      1


Item 10. Executive Compensation

         The Company accrued a total of $0 in compensation to the executive
officers as a group for services rendered to the Company in all capacities
during the fiscal year ended December 31, 2001. No one executive officer
received, or has accrued for his benefit, in excess of $60,000 for the year. No
cash bonuses were or are to be paid to such persons.

<TABLE>
<CAPTION>

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES
                          Year Ended December 31, 2001

                                    Annual Compensation                         Awards
======================== ========= ========== ============= ======================= ====================== ======================
<S>                      <C>       <C>        <C>           <C>                     <C>                    <C>
Name and Principal                                                                                         Securities
Position                           Salary     Bonus ($)     Other Annual            Restricted Stock       Underlying
                         Year      ($)                      Compensation ($)        Award(s)($)            Options/SARs(#)
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------

Leland Watson,                     0          0             0                       0                      0
President                2001
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         2000      0          0             0                       0                      0
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         1999      0          0             0                       0                      0
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------


======================== ========= ========== ============= ======================= ====================== ======================
Joshua Hayman,                     0          0             0                       0                      0
Secretary/Treasurer      2001
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         2000      0          0             0                       0                      0
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         1999      0          0             0                       0                      0
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------


======================== ========= ========== ============= ======================= ====================== ======================
Sandra Watson,
Director                 2001      0          0             0                       0                      0
                         --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         2000      0          0             0                       0                      0
                         --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         1999      0          0             0                       0                      0
======================== ========= ========== ============= ======================= ====================== ======================
</TABLE>


<PAGE>

         The Company has no employee incentive stock option plan.

         There are no plans pursuant to which cash or non-cash compensation was
paid or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.

         Option/SAR Grants Table (None)

     Aggregated  Option/SAR  Exercises in Last Fiscal Year and FY-End Option/SAR
value (None)

         Long Term Incentive Plans - Awards in Last Fiscal Year (None)

<TABLE>
<CAPTION>

                                     DIRECTOR COMPENSATION FOR LAST FISCAL YEAR

(Except for compensation of Officers who are also Directors which Compensation
is listed in Summary Compensation Table of Executives)

                                     Cash Compensation                  Security Grants
Name                              Annual Retainer   Meeting Fees   Consulting            Number of     Number of Securities
                                  Fees ($)          ($)            Fees/Other Fees ($)   Shares (#)    Underlying Options/SARs(#)
--------------------------------- ----------------- -------------- --------------------- ------------- -----------------------------
<S>                               <C>               <C>            <C>                   <C>           <C>
A. Director                       0                 0              0                     0             0
Leland Watson

B. Director                       0                 0              0                     0             0
Joshua Hayman

C. Director                       0                 0              0                     0             0
Sandra Watson
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth information, as of December 31, 2000,
with respect to the beneficial ownership of the Company's no par value common
stock by each person known by the Company to be the beneficial owner of more
than five percent of the outstanding common stock.

                                                      Number of                 Percentage of
                  Name                              Shares Owned                    Class
-------------------------------------------- --------------------------- ----------------------------
<S>                                                           <C>                              <C>
Leland Watson, President & Director                           356,252                          19%
231 W. Jamison Circle #5
Littleton, CO  80120
-------------------------------------------- --------------------------- ----------------------------
Joshua Hayman, Director                                       80,000                           4.6%
231 W. Jamison Circle #5
Littleton, CO  80120
-------------------------------------------- --------------------------- ----------------------------
Sandra Watson, Director                                       356,252                          19%
231 W. Jamison Circle #5
Littleton, CO  80120
-------------------------------------------- --------------------------- ----------------------------
Officers and Directors as a group                             436,252                          23%

</TABLE>



<PAGE>


                                     PART IV

Item 12. Certain Relationships and Related Transactions.
         ----------------------------------------------

Although there is no current plan in existence, it is possible that the Company
will adopt a plan to pay or accrue compensation to its officers and directors
for services related to seeking business opportunities and completing a merger
or acquisition transaction.

Although management has no current plans to cause the Company to do so, it is
possible that the Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's current stockholders to the acquisition candidate or principals
thereof, or to other individuals or business entities, or requiring some other
form of payment to the Company's current stockholders, or requiring the future
employment of specified officers and payment of salaries to them. It is more
likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.

Transactions with Management and Others

There were no  transactions or series of  transactions  during the  Registrant's
last  fiscal  year  or  the  current  fiscal  year,  or any  currently  proposed
transactions  or series of  transactions of the remainder of the fiscal year, in
which the amount  involved  exceeds $60,000 and in which to the knowledge of the
Registrant,  any director,  executive officer,  nominee,  future director,  five
percent  shareholder,  or any member of the  immediate  family of the  foregoing
persons,  have or will have a direct or indirect material interest.


<PAGE>



Item 13. Exhibits and Reports on Form 8-K
         --------------------------------

                  The following documents are filed as part of this report:

                  1.       Reports on Form 8-K:

                           None.

                  2.       Exhibits:

                           None.



<PAGE>


                                   SIGNATURES

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

                                            GOALTIMER INTERNATIONAL, INC.
                                            (Registrant)

Date: May 31, 2002
                                            /s/ Leland Watson, III
                                            ------------------------------------
                                            Leland Watson, III, President



                                            DIRECTORS:



                                            /s/ Leland Watson, III
                                            ------------------------------------
                                            Leland Watson, III, President


                                            /s/ Joshua Hayman
                                            ---------------------------------
                                            Joshua Hayman


                                            /s/ Sandra Watson
                                            ---------------------------------
                                            Sandra Watson


<PAGE>

                          Goaltimer International, Inc.

                              Financial Statements
                 For the Years Ended December 31, 2001 and 2000


<PAGE>


                           Michael Johnson & Co., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                              Telephone: (303) 796-0099
Member: A.I.C.P.A.                                     Fax: (303) 796-0137
Colorado Society of C.P.A.s





                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Goaltimer International, Inc.


We have audited the accompanying balance sheets of Goaltimer International, Inc.
as of December 31, 2001 and 2000, and the related statements of operations, cash
flows, and changes in stockholders' equity for the years then ended. 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. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Goaltimer
International, Inc. at December 31, 2001 and 2000, and the results of its
operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 4 to the
financial statements, conditions exists which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations.
Management's plans in regard to these matters are also discussed in Note 4. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado
February 28, 2002


                                      F-1

<PAGE>

<TABLE>
<CAPTION>


                                 GOALTIMER INTERNATIONAL, INC.
                                         Balance Sheets
                                   December 31, 2001 and 2000


ASSETS                                                                              2001                       2000
                                                                               ---------------            ----------------
<S>                                                                                <C>                         <C>
Current Assets:
      Cash                                                                                $ -                         $ -
                                                                               ---------------            ----------------
      Total Current Assets                                                                  -                           -
                                                                               ---------------            ----------------

TOTAL ASSETS                                                                              $ -                         $ -
                                                                               ===============            ================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
      Accounts Payable - trade                                                       $ 72,012                    $ 72,012
      Accrued Interest Payable                                                         35,442                      30,882
      Notes Payable                                                                    60,800                      60,800
                                                                               ---------------            ----------------
      Total Current Liabilities                                                       168,254                     163,694
                                                                               ---------------            ----------------

Stockholders' Equity:
      Common Stock, no par value, 2,000,000 shares
       authorized,  1,882,228, issued and outstanding,
        respectively                                                                  960,773                     960,773
      Retained Deficit                                                             (1,129,027)                 (1,124,467)
                                                                               ---------------            ----------------
      Total Stockholders' Equity                                                     (168,254)                   (163,694)
                                                                               ---------------            ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                $ -                         $ -
                                                                               ===============            ================

</TABLE>


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

                                      F-2

<PAGE>

<TABLE>
<CAPTION>


                         GOALTIMER INTERNATIONAL, INC.
                            Statements of Operations
                     Years Ended December 31, 2001 and 2000



                                                            2001                   2000
                                                       ----------------      ------------------
<S>                                                          <C>                     <C>
REVENUES:                                                          $ -                     $ -

EXPENSES:
      Selling and Marketing                                          -                       -
      General and Administrative                                     -                       -
                                                       ----------------      ------------------
      Total Expenses                                                 -                       -
                                                       ----------------      ------------------

OTHER REVENUES & EXPENSES:
      Interest Expense                                          (4,560)                 (4,560)
      Interest Income                                                -                       -
      Loss on Investments                                            -                       -
                                                       ----------------      ------------------
      Total Other Revenues & Expenses                           (4,560)                 (4,560)
                                                       ----------------      ------------------

NET INCOME (LOSS)                                             $ (4,560)               $ (4,560)
                                                       ================      ==================

Per Share Information:
      Weighted average number
      of common shares outstanding                           1,882,228               1,882,228
                                                       ----------------      ------------------

Net Loss per common share                                          $ -                       *
                                                       ================      ==================
      * - Less than -$.001 per share

</TABLE>


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

                                      F-3

<PAGE>

<TABLE>
<CAPTION>


                                 GOALTIMER INTERNATIONAL, INC.
                    Statements of Changes in Stockholders' Equity (Deficit)


                                                                                                 Retained              Total
                                                        Common Stock                             Earnings          Stockholders'
                                                           Shares              Amount            (Deficit)            Equity
                                                     -------------------   ----------------   ----------------   ------------------
<S>                                                           <C>                <C>              <C>                   <C>
Balance - December 31, 1998                                   1,882,228          $ 960,773        $(1,115,347)          $ (154,574)

Net Loss                                                              -                  -             (4,560)              (4,560)
                                                     -------------------   ----------------   ----------------   ------------------
Balance -  December 31, 1999                                  1,882,228            960,773         (1,119,907)            (159,134)
                                                     -------------------   ----------------   ----------------   ------------------
Net Loss                                                              -                  -             (4,560)              (4,560)
                                                     -------------------   ----------------   ----------------   ------------------
Balance - December 31, 2000                                   1,882,228            960,773         (1,124,467)            (163,694)
                                                     -------------------   ----------------   ----------------   ------------------
Net Loss                                                              -                  -             (4,560)              (4,560)
                                                     -------------------   ----------------   ----------------   ------------------
Balance -  December 31, 2001                                  1,882,228          $ 960,773        $(1,129,027)            (168,254)
                                                     ===================   ================   ================   ==================

</TABLE>


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

                                      F-4

<PAGE>

<TABLE>
<CAPTION>


                         GOALTIMER INTERNATIONAL, INC.
                            Statements of Cash Flows
                     Years Ended December 31, 2001 and 2000



                                                                          2001                 2000
                                                                     ----------------      --------------
<S>                                                                         <C>                 <C>
Cash Flows from Operating Activities:
       Net Loss                                                             $ (4,560)           $ (4,560)
       Adjustments to reconcile net loss to net cash
         used in operating activities:
         Changes in Assets & Liabilities:
         Increase in Accounts Payable                                              -                   -
         Increase in Accrued Expenses                                          4,560               4,560
                                                                     ----------------      --------------
Net Cash Used In Operating Activities                                              -                   -
                                                                     ----------------      --------------

Cash Flows from Investing Activities
       Capital expenditures                                                        -                   -
                                                                     ----------------      --------------
Cash Flows Used In Investing Activities                                            -                   -
                                                                     ----------------      --------------

Cash Flows from Financing Activities
       Proceeds from stock issuance                                                -                   -
       Short-term borrowings                                                       -                   -
       Note principal payments                                                     -                   -
                                                                     ----------------      --------------
Cash Flows Provided By Financing Activities                                        -                   -
                                                                     ----------------      --------------

Net (Decrease) Increase in Cash and Cash Equivalents                               -                   -

Cash and Cash Equivalents at Beginning of Period                                   -                   -
                                                                     ----------------      --------------

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



Supplemental Information:
       Interest Paid                                                             $ -                 $ -
                                                                     ================      ==============
       Income Taxes Paid                                                         $ -                 $ -
                                                                     ================      ==============


Non-cash investing and financing activities:
       Issuance of common stock in exchange for
        cancellation of indebtedness, including accrued                     $ 63,130                 $ -
        interest                                                     ================      ==============

</TABLE>

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

                                      F-5

<PAGE>


                          Goaltimer International, Inc.
                          Notes to Financial Statements
                                December 31, 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICES
         -----------------------------------------

         The Company

         Goaltimer International, Inc. (the "Company") was incorporated in
         Colorado on December 19, 1990.  The Company's principal business is the
         development and selling of time and personal management products.

         The Company has discontinued operations since 1994 and its only
         activity has been the accruing of loan interest on notes payable.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         Basis of Accounting

         These financial statements are presented on the accrual method of
         accounting in accordance with accounting principles generally accepted
         in the United States. Significant principles followed by the Company
         and the methods of applying those principles, which materially affect
         the determination of financial position and cash flows, are summarized
         below:

         Use of Estimates:

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

         Cash and Cash Equivalents

         For the purpose of the statement of cash flows, cash and cash
         equivalents include cash in bank and money market accounts.

         Net earning (loss) per share

         Net loss per share is based on the weighted average number of common
         shares and common share equivalents outstanding during the period.

         Other Comprehensive Income

         The Company has no material components of other comprehensive income
         (loss) and accordingly, net loss is equal to comprehensive loss in all
         periods.

         Income Taxes

         The Company accounts for income taxes under SFAS No. 109, which
         required the asset and liability approach for accounting for income
         taxes. Under this method, deferred tax assets and liabilities are
         measured based on differences between financial reporting and tax bases
         of assets and liabilities measured using enacted tax rates and laws
         that are expected to be in effect when the differences are expected to
         reverse.


                                      F-7

<PAGE>

                          Goaltimer International, Inc.
                          Notes to Financial Statements
                                December 31, 2001


NOTE 2 - NOTES PAYABLE
         -------------

         The following is a summary of notes payable as of December 31, 2001:

         Note payable to an individual, unsecured loan, 7.5% interest
         Due on demand                                                  $50,000

         Note payable to an individual, unsecured loan, 7.5% interest
         Due on demand                                                   10,000

         Note payable to an individual, unsecured loan, 7.5% interest
         Due on demand                                                      800
                                                                       ---------
                                                                        $60,800
                                                                       =========
NOTE 3 - INCOME TAXES
         ------------

         There has been no provision for U.S. federal, state, or foreign income
         taxes for any period because the Company has incurred losses in all
         periods and for all jurisdictions.

         Deferred income taxes reflect the net tax effects of temporary
         differences between the carrying amounts of assets and liabilities for
         financial reporting purposes and the amounts used for income tax
         purposes. Significant components of deferred tax assets are as follows:

             Deferred tax assets:
               Net operating loss carryforwards                   $1,129,027
               Valuation allowance for deferred tax assets        (1,129,027)
                                                                  -----------
             Net deferred tax assets                              $        -
                                                                  ===========

         Realization of deferred tax assets is dependent upon future earnings,
         if any, the timing and amount of which are uncertain. Accordingly, the
         net deferred tax assets have been fully offset by a valuation
         allowance. As of December 31, 2001, the Company had net operating loss
         carryforwards of approximately $1,129,027 for federal income tax
         purposes. Utilization of the net operating loss may be subject to
         substantial annual limitations due to the ownership change limitations
         provided by the Internal Revenue Code and similar state provisions. The
         annual limitation could result in the expiration of the net operating
         loss before utilization.

NOTE 4 - GOING CONCERN
         -------------

         The accompanying financial statements have been prepared in conformity
         with accounting principles generally accepted in the United States,
         which contemplates continuation of the Company as a going concern. The
         Company's current liabilities exceed the current assets by $168,254.
         The Company has no assets and a retained deficit of $1,129,027 as of
         December 31, 2001, and will not be able to sustain operation without
         generating working capital from other sources, including equity and
         debt financing.

         The Company's management is currently pursuing equity and/or debt
         financing in an effort to restart operations. The future success of the
         Company is likely dependent on its ability to attain additional capital
         to develop its proposed products and ultimately, upon its ability to
         attain future profitable operations. There can be no assurance that the
         Company will be successful in obtaining such financing, or that it will
         attain positive cash flows from operations.





                                      F-8