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

                                   FORM 10-KSB

     X  Annual report under Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the fiscal year ended December 31, 2001

     __ Transition report under Section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the transition period from __________ to ___________

     Commission file number          #  333-41206

                          Clip 'N Pierce Fashions, Inc.
          ---------------------------------------------
          (Name of Small business Issuer in Its Charter)

               Delaware                             33-0857223
  ------------------------------                 --------------
  (State or Other Jurisdiction of                (IRS Employer
  Incorporation or Organization)                Identification No.)

 4190 Bonita Road, Bonita, CA                     91902

 ----------------------------------------      ---------
 (Address of Principal Executive Offices)      (ZIP Code)

                     (619) 267-0450
       ------------------------------------------------
       (Issuer's Telephone Number, Including Area Code)


Securities to be Registered under Section 12(b) of the Act:

     Title of each Class                       Name of each Exchange
                                              On Which Registered

Securities to be Registered under Section 12(g) of the Act:

                       Common   Stock
--------------------------------------------------------------

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

    Yes   X          No _____

                                                                     PAGE 1


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

      Issuer's revenues for its most recent fiscal year.
                         None



     Number of shares outstanding of common equity, as of  March 1, 2002

           8,400,000 shares

                                                                     PAGE 2




<PAGE>
PART I


 ITEM 1.   DESCRIPTION OF BUSINESS

Product

Clip 'n Pierce has developed a clip-on earring with the capability of affixing
to it any earring designed for pierced ears. The prototype can be described as a
bowl- shaped circle, 3/8 of an inch in diameter made of 18K gold. A part of this
round clip-on earring is a very small hole for the purpose of inserting a stud
earring. The studded earring and the gold circle appear as a unit. A silver
prototype has now also been developed, slightly smaller but the same in every
other way.


History

The principals conceived the idea several years ago and proceeded to hire a
professional jewelry designer to produce the prototype. The prototype has been
worn since mid 1999 with a large variety of studded earrings for over a year
with complete wearer satisfaction by the president of the company. Reactions to
the product's appearance, of approximately twelve women at three different
social occasions late in 1999, was positive. Since the idea's birth the
principles of the company have tested the product for convenience, durability
and flexibility of use. A second prototype, developed in mid 2000, is meeting
with the same experience in wear ability. Inquiries of jewelry stores has
produced mixed reactions but primarily favorable for a nitch market.


Present Business Activities.

Clip 'n Pierce has just completed a market study of ten jewelry outlets in San
Diego County at Plaza Bonita in National City and Grossmont Shopping Center in
La Mesa, CA. The purpose of the study was to gather information from jewelers
about their opinions of the product's desirability, and to determine their
interest in selling the product. Jewelry shops in two malls, one middle and one
higher end economically. Of the ten shop keepers interviewed, six liked the
product very much and four of those felt confident there was a market and at
least three of those were interested in carrying the product in their store.
Those not favorably disposed to the product sited a somewhat similar product
which seemed in their opinion to satisfy this small market.

Leads from these interviews pointed to a possible manufacturer and several
suggestions as to the nature of the customer most likely to be interested, i.e.
senior citizen age. Also from the study it appears the higher end mall showed
more favorable interest. Other current activities, including the last
quarter of 2001 include searching for a manufacturer and determining a
reasonable price for the product. Later the possibility of Internet marketing
will be researched.

                                                                     PAGE 3


<PAGE>



Competition

The jewelry industry is vast and varied. While there are many earring products
of both clip-on and pierced variety, to Clip 'n Pierce's knowledge no product
of this kind is on the market currently. The current market study has revealed
a product called the French Clip, discussed by at least four of the jewelers
interviewed. The product enables a studded earring to be permanently placed on
a clip by the jeweler. While this product does not have the flexibility of the
Clip 'n Pierce earring, it may serve the purpose for some customers. That
product is the closest to our product that any of the jewelers has seen.


ITEM 2.  DESCRIPTION OF PROPERTY

Clip 'N Pierce shares 475 square feet of office space with EFM Venture Group,
Inc., an affiliated company.


ITEM 3.  LEGAL PROCEEDINGS

None.

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

None.

                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


There are 179 common shareholders of record.
Although there have been quotes by market makers there has been, as of the
date of filing, no public market in any class of stock of the company.

Pursuant to Item 701(f) of Regulation S-B; In as much as the Company's first
registration statement was for stock of a shareholder, there were no proceeds
to the Company.


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

Certain Forward-looking Information:

Information provided in this 10KSB filing may contain forward- looking
statements within the meaning of Section 21E or Securities Exchange Act of
1934 that are not historical facts and information. These statements represent
the Company's expectations or beliefs, including, but not limited to,
statements concerning future and operating results, statements concerning
industry performance, the Company's operations, economic performance,
financial conditions, margins and growth in sales of the Company's products,
capital expenditures, financing needs, as well as assumptions related to the
foregoing. For this purpose, any statements contained this filing that are not
statements of historical fact may be deemed to be forward-looking statements.
These forward-looking statements are based on current expectations and involve
various risks and uncertainties that could cause actual results and outcomes
for future periods to differ materially from any forward-looking statement or
views expressed herein.

                                                                     PAGE 4

<PAGE>
Clip 'n Pierce has sufficient cash resources to operate at the present level
of expenditure for the next twelve months. On February 28, 2000 a major
shareholder, EFM Venture Group, Inc. contributed $5,000. Additionally, on
November 2, 2000, $2,800 and on November 28, 2000 another $5,000. Additionally
EFM contributed $6,000 on January 12, 2001 and $6,000 on August 6, 2001

Clip 'n Pierce may raise additional capital either through debt or
equity. No assurances can be given that such efforts will be successful. The
Company has no specific plans at present for raising additional capital.

Comparison of year ended December 31, 2001 with the year ended December 31,
2000.

Income for both fiscal 2001 and fiscal 2000 zero.
Total expenses in 2001 were $21,484 as compared with $8,125 in 2000.  This
difference is due to the greater activity of the Company and its expense of
being a public company.

On December 31, 2001 the Company had total assets of $512 and a stockholders
deficit of $6,229.


                                  RISK FACTORS



(1) Clip 'n Pierce is a start up company and subject to all the risks of a new
business.

The company is very small and only recently has it begun exploring development
possibilities. Manufacturing estimates are now being obtained and may not



prove economical For production for the general market. Since we are just
starting the proposed operations the investor is at risk that this new business
will not be able to make a profit or take a very long time to accomplish that.

(2) Lack of experience in the jewelry business may result in unsatisfactory
management.

No history in operating a jewelry business may risk investor funds due to the
inexperience of the officers and directors who are making business decisions.
This lack of experience may result in an inability to run a successful jewelry
making business. There is no assurance that Clip 'n Pierce will every produce
earnings.
(See "Business" and "Management.")

(3) Additional funds may be needed and may not be able to be raised.

Without additional capital the original investor funds may be at risk. The
balance sheet for the year ended December 31, 2001, shows a stockholder's
defecate of $6,229. We Estimate sufficient funds for approximately

                                                                     PAGE 5




<PAGE>
twelve months of current operations. Thus, we may need to raise additional
capital and there is no assurance that we will be able to raise sufficient for
continuing needs. While Clip 'n Pierce intends to sell its products through
existing retail outlets and distributors, and to possibly receive prepaid
royalties, there can be no assurance that we will be successful in achieving
the objectives. As of this date Clip n Pierce has manufactured only the
prototypes and has sold no earrings.

(4) Our product may have no market interest and result in few sales.

With little or no sales the company may not be able to continue operation. The
proposed marketing of these earrings has inherent risks. It is a new and
untried product with a possibly limited market. We cannot accurately predict
the acceptance of the product or the time frame in which any sales will be
made. We have surveyed the market to get an indication of the potential but
the results unpredictable at this time.

(5) Current selection of earrings on the market may be sufficient.

If the existing types of earrings satisfy consumer needs there would be little
demand for our product. Clip 'n Pierce will operate in a business field where
the competing companies are much larger and more experienced in the jewelry
business and much better at predicting consumer tastes. There is a somewhat
similar product that may be sufficient for the small demand because it serves
a similar purpose. Such a competing product may reduce the desirability of our
earring. Also, because other established jewelry companies will likely have
much larger amounts of capital than this company, we may find it very
difficult infuse enough money to compete and make a profit. (See
"Competition").

(6) We have not secured a manufacturing source yet and may not be able to do
so.

A specific manufacturer has not been found as yet and may not be possible to
obtain at a reasonable price for the product. Clip 'n Pierce does not intend
to do its own manufacturing and will be completely dependent on outside
companies for the production of its product. While the availability of a
company to produce the earrings may not be a problem, the cost of such
production may be too high to make mass marketing feasible. If the price of
the earrings cannot be at a level that would interest the potential consumer
then no sales will lose investor money.

(7)  Our market study may prove incorrect about the desirability of the
product.

The evaluation of the Company's products has been done solely by its officers
and directors. No independent analysis or study of its products has been done
by anyone engaged by Clip 'n Pierce. The investor is at risk if the company's
studies have overestimated the product's marketability.

(8)  We are liable for the safety of the product even though we are not
manufacturing it.

Although Clip 'n Pierce is not and does not intend to be involved in the
actual manufacturing process (since we intend to use subcontracting
arrangements), there may be liability to the Company since we were responsible
for the design. The Company presently has no product liability insurance

                                                                     PAGE 6




<PAGE>
coverage.  We believe that this is appropriate at present considering the
nature of the product and the stage of development. There can be no assurance
that this decision will not result in consequent loss to us and therefore to
the investor. (See Business.")

(9)  Clip 'n Pierce is completely dependent on its management for the product
development.

The current management is only personnel available to develop the product and
it is probable that we would not have sufficient capital to hire personnel to
continue the development of the product should management for any reason cease
or be unable to continue to work. Without personnel to replace officer and
director management the company could not continue to operate. The present
management acquired its controlling interest in Clip 'n Pierce on December 1,
1999. (See "Certain Transactions.")

(10)  The investor has no say in the management of the company.

The officers and directors own 95% of the company's common stock and will be
in a position to continue to control Clip 'n Pierce. Such close control may be
risky to the investor because the entire company's operation is dependent on a
very few people who could lose their ability, or interest in pursuing the
company's operation.

(11) No cash dividends are anticipated in the foreseeable future.

Since Clip 'n Pierce does not anticipate that it will pay dividends the
investor will only profit by the increase in value of his shares. Our profits,
if any, during the next several years will necessarily be used to develop and
possibly expand the product lines and business.

(12) There is no trading market for the common stock.

The common stock will not initially be traded on NASDAQ or any Securities
Exchange which may result in the risk of minimal liquidity of the investment.

(13) Our stock may be low priced and therefore less liquid.

Because the company's common stock is likely to trade below $5.00 per share,
we are subject to the Securities enforcement and Penny Stock Reform Act of
1990 (the "Penny Stock Rules"). The Penny Stock Rules may adversely affect
the market liquidity for our common stock because broker-dealers trading in
Penny Stocks must, among other things:

      * Provide customers with a risk disclosure statement setting forth
        certain specified information prior to a purchase transaction;
      * Disclose to the customer inside bid quotation and outside offer
        quotation for this Penny Stock, or, in a principal transaction, the
        broker-dealer's offer price for the Penny Stock;
      * Disclose the aggregate amount of any compensation the broker-
        dealer receives in the transaction;
      * Disclose the aggregate amount of the cash compensation that any
        associated person of the broker-dealer, who is a natural person, will
        receive in connection with the transaction;
      * Deliver to the customer after the transaction certain information
        concerning determination of the price and market trading activity of
        the Penny Stock.
                                                                    PAGE 7




<PAGE>
Non-stock exchange and non-NASDAQ stocks would not be covered by the
definition of penny stock for:
    (i)  issuers who have $2,000,000 tangible assets ($5,000,000 if the issuer
         has not been in continuous operation for three years);
    (ii) transactions in which the customer is an institutional accredited
         investor;
    (iii)transactions that are not recommended by the broker-dealer.


                          PENNY STOCK RULE

The Securities and Exchange commission has adopted rule 15g-9 which
established the definition of a "penny stock", for the purposes relevant to
Clip 'n Pierce, as any equity security that has a market price of less than
$5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require:
     (1) that a broker or dealer approve a person's account for transactions
         in penny stocks: and
     (2) the broker or dealer receive from the investor a written agreement to
         the transaction, setting forth the identity and quantity of the penny
         stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must
     (1) obtain financial information and investment experience
         objectives of the person; and
     (2) make a reasonable determination that the transactions in penny stocks
         are suitable for that person and the person has sufficient knowledge
         and experience in financial matters to be capable of evaluating the
         risks of transactions in penny stocks. The broker or dealer must also
         deliver, prior to any transaction in a penny stock,
     (1) a disclosure schedule prepared by the Commission relating to the
         penny stock market, which, in highlight form,
     (2) sets forth the basis on which the broker or dealer made the
         suitability determination; and
     (3) that the broker or dealer received a signed, written agreement from
         the investor prior to the transaction. Disclosure also has to be made
         about the risks of investing in penny stocks in both public offerings
         and in secondary trading and about
     (1) the commissions payable to both the broker-dealer and the registered
         representative,
     (2) current quotations for the securities, and
     (3) the rights and remedies available to an investor in cases of fraud in
         penny stock transactions.
     (4) monthly statements have to be sent disclosing recent price
         information for the penny stock held in the account and information
         on the limited market in penny stocks.

(14) Potential Future Sales Pursuant to Rule 144. Of the 8,400,000 shares of
Clip 'n Pierce's common stock outstanding prior to this Offering, all are
"Restricted Securities," as that term is defined under Rule 144 promulgated
under the Securities Act of 1933 (the "Act"). In general, under Rule 144, a
person (or persons whose shares are aggregated) who has satisfied a one-year
holding period may sell, within any three-month period, a number of shares
which does not exceed the greater of one percent of the then outstanding
shares of common stock or the average weekly trading volume during the four
calendar weeks prior to such sale. Rule 144 also permits the sale of shares,
without any quantity limitation, by a person who is not an affiliate of the

                                                                    PAGE 8



<PAGE>
Company and who has beneficially owned the shares a minimum period of two
years. Hence, the possible sale of these restricted shares may, in the future,
dilute an investor's percentage of free-trading shares and may have a
depressive effect on the price of Clip 'n Pierce's common stock. No shares,
other than the 400,000 shares which are the subject of this registration and
be sold free of restriction. All shares other than the 400,000 to be
distributed are held by affiliates and subjection to the restrictions of Rule
144. (See" Certain Transactions.")

(15) Potential Anti-Takeover Effect of Authorized Preferred Stock. The Company
is authorized to issue 20,000,000 shares of $0.001 par value preferred stock
with the rights, preferences, privileges and restrictions thereof to be
determined by the Board of Directors of Clip 'n Pierce. Preferred stock can
thus be issued without the vote of the holders of common stock. Rights could
be granted to the holders of preferred stock which could reduce the
attractiveness of Clip 'n Pierce as a potential takeover target, make the
removal of Management more difficult, or adversely impact the rights of
holders of common stock. No preferred stock is currently outstanding, and we
have no present plans for the issuance of any shares of preferred stock.


(16) Product Patent. We have elected not to pursue a product patent at this
time until further development of the company's potential is explored. There
is risk that the product will be seen and copied and we will lose the
competitive edge.

                                                                     PAGE 9




<PAGE>
ITEM 7.  FINANCIAL STATEMENTS

                          CLIP `N PIERCE FASHIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

                                                                     PAGE 10




<PAGE>

                          CLIP `N PIERCE FASHIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)



                                    CONTENTS


    PAGE            1        INDEPENDENT AUDITORS' REPORT

    PAGE            2        BALANCE SHEET AS OF DECEMBER 31, 2001

    PAGE            3        STATEMENTS OF  OPERATIONS  FOR THE YEARS ENDED
                             DECEMBER 31, 2001 AND 2000,  AND APRIL
                             14, 1999 (INCEPTION) TO DECEMBER 31, 2001

    PAGE            4        STATEMENT OF CHANGES IN  STOCKHOLDERS'  EQUITY
                             (DEFICIENCY) FOR THE PERIOD FROM APRIL
                             14, 1999 (INCEPTION) TO DECEMBER 31, 2001

    PAGE            5        STATEMENTS  OF CASH FLOWS FOR THE YEARS ENDED
                             DECEMBER  31, 2001 AND 2000,  AND APRIL
                             14, 1999 (INCEPTION) TO DECEMBER 31, 2001

    PAGES         6 - 9       NOTES TO FINANCIAL STATEMENTS

                                                                     PAGE 11




<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
  Clip `N Pierce Fashions, Inc.

We have audited the accompanying balance sheet of Clip `N Pierce Fashions, Inc.
(a development stage company) as of December 31, 2001 and the related
statements of operations, changes in stockholders' equity (deficiency), and
cash flows for years ended December 31, 2001 and 2000, and for the period from
April 14, 1999 (inception) to December 31, 2001. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audits 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 Clip `N Pierce Fashions, Inc.
(a development stage company) as of December 31, 2001 and the results of its
operations and its cash flows for the years ended December 31, 2001 and 2000,
and for the period from April 14, 1999 (inception) to December 31, 2001 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 3 to the
financial statements, the Company is a development stage company without
operations, has accumulated losses of $32,325 and a working capital deficiency
of $6,229. These factors raise substantial doubt about its ability to continue
as a going concern. Management's plan in regards to these matters is also

described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


WEINBERG & COMPANY, P.A.

Boca Raton, Florida
February 18, 2002
                                       1
                                                                     PAGE 12


<PAGE>


                          CLIP `N PIERCE FASHIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                             AS OF DECEMBER 31, 2001



                                     ASSETS

CURRENT ASSETS
  Cash                                                       $        512
                                                             --------------

TOTAL ASSETS                                                 $        512
------------
                                                             ==============


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Accrued expenses                                          $      6,741
                                                             --------------

STOCKHOLDERS' DEFICIENCY
   Preferred stock, $0.001 par value, 20,000,000 shares
     authorized, none issued and outstanding                           -
   Common stock, $0.0001 par value, 50,000,000 shares
   authorized, 8,400,000 shares issued and outstanding                840
   Additional paid-in capital                                      25,256
   Deficit accumulated during development stage                   (32,325)
                                                             --------------
       Total Stockholders' Deficiency                             (6,229)
                                                             --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY               $        512
----------------------------------------------
                                                             ==============


                See accompanying notes to financial statements.
                                        2
                                                                     PAGE 13



<PAGE>


                          CLIP `N PIERCE FASHIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                         For the Year      For the Year      For the Period
                                                                                  from
                                                                             April 14, 1999
                                        Ended December    Ended December     (Inception) to
                                           31, 2001          31, 2000       December 31, 2001
                                        ---------------- ------------------ ------------------


<S>                                     <C>               <C>               <C>
INCOME                                  $         -       $         -       $          -
                                        ---------------- ------------------ ------------------

EXPENSES:
  Professional fees                              18,399            7,237             25,636
  General and administrative                      3,085              888              3,973
  Organizational costs                            -                 -                   456
                                        ---------------- ------------------ ------------------

TOTAL EXPENSES                                   21,484            8,125             30,065
                                        ---------------- ------------------ ------------------

LOSS BEFORE TAXES                               (21,484)          (8,125)           (30,065)

INCOME TAXES                                      1,160            1,100              2,260
                                        ---------------- ------------------ ------------------

NET LOSS                                $       (22,644)  $       (9,225)           (32,325)
--------
                                        ================ ================== ==================


Net loss per share - basic and diluted  $         -       $         -                 -
                                        ================ ================== ==================

Weighted average number of shares
 outstanding during the period -
 basic and diluted                      $     8,400,000   $    8,400,000    $     8,400,000

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

</TABLE>
                See accompanying notes to financial statements.
                                        3
                                                                     PAGE 14





<PAGE>


                          CLIP `N PIERCE FASHIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
       FOR THE PERIOD FROM APRIL 14, 1999 (INCEPTION) TO DECEMBER 31, 2001


<TABLE>

<CAPTION>


                                                        Common Stock        Additional          Deficit
                                                                                             Accumulated
                                                                             Paid-In      During Development
                                                 Shares        Amount        Capital            Stage            Total
                                                 ------------  -----------  ------------- -------------------  -------------

<S>                                               <C>          <C>                        <C>                   <C>
Common stock issued for cash                      8,400,000    $     840           -      $            -        $      840

Capital contribution by promoter                       -            -               456                -               456

Net loss for the period from April 14, 1999
 (inception) to December 31, 1999                      -            -              -                   (456)          (456)
                                                 ------------  -----------  ------------- -------------------  -------------

Balance, December 31, 1999                        8,400,000    $     840            456   $            (456)    $      840

Capital contributed by a principal stockholder         -            -            12,800                -            12,800

Net loss for the year ended December 31, 2000          -            -              -                 (9,225)        (9,225)
                                                 ------------  -----------  ------------- -------------------  -------------

Balance, December 31, 2000                        8,400,000    $     840         13,256   $          (9,681)    $    4,415

Capital contributed by a principal stockholder         -            -            12,000                -            12,000

Net loss for the year ended December 31, 2001          -            -              -                (22,644)       (22,644)
                                                 ------------  -----------  ------------- -------------------  -------------

BALANCE, DECEMBER 31, 2001                        8,400,000    $     840         25,256   $         (32,325)    $   (6,229)
--------------------------
                                                 ============  ===========  ============= ===================  =============
</TABLE>


                See accompanying notes to financial statements.
                                        4
                                                                     PAGE 15


<PAGE>


                          CLIP `N PIERCE FASHIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>


                                                   For the Year        For the Year        For the Period
                                                                                                from
                                                                                           April 14, 1999
                                                  Ended December      Ended December       (Inception) to
                                                     31, 2001            31, 2000         December 31, 2001
                                                  -----------------   -----------------   ------------------
<S>                                               <C>                 <C>                 <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                         $       (22,644)    $        (9,225)    $        (32,325)
 Adjustments to reconcile net loss to net cash
   used in development
   stage activities:
     Expenses paid by promoter                               -                   -                     456
     Accrued expenses                                       5,641               1,100                6,741
                                                  -----------------   -----------------   ------------------
       Net Cash (Used In) Operating Activities            (17,003)             (8,125)             (25,128)
                                                  -----------------   -----------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Contribution by a principal stockholder                  12,000              12,800               24,800
  Proceeds from common stock issuance                        -                   -                     840
                                                  -----------------   -----------------   ------------------
       Net Cash Provided By Financing Activities           12,000              12,800               25,640
                                                  -----------------   -----------------   ------------------

NET INCREASE (DECREASE) IN CASH                            (5,003)              4,675                  512

Cash - beginning of PERIOD                                  5,515                 840                 -
                                                  -----------------   -----------------   ------------------

Cash - end of PERIOD                              $           512     $         5,515      $           512
--------------------
                                                  =================   =================   ==================
</TABLE>


                See accompanying notes to financial statements.
                                        5
                                                                     PAGE 16



<PAGE>


                          CLIP `N PIERCE FASHIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        (A) Organization and Description of Business

        Clip 'N Pierce  Fashions,  Inc. (a development  stage company)
        (the "Company") was incorporated in Delaware
        on April 14, 1999.

        The Company's principal stockholder designed a unique jewelry product to
        bridge a gap between clip-on and pierced type jewelry products. The
        design was contributed to the Company at zero cost basis and the Company
        intends to have the product manufactured by third party subcontractors
        and marketed through jewelry stores and similar outlets.

        The Company's activities during the development stage have included
        corporate formation, product design and marketing studies.

        (B) Use of Estimates

        In preparing financial statements in conformity with generally accepted
        accounting principles, management is required 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 revenues and expenses during the reported
        period. Actual results could differ from those estimates.

        (C) Cash and Cash Equivalents

        For purposes of the statement of cash flows, the Company considers all
        highly liquid investments purchased with an original maturity of three
        months or less to be cash or equivalents.

        (D) Income Taxes

        The Company accounts for income taxes under the Financial Accounting
        Standards Board Statement of Financial Accounting Standards No. 109.
        "Accounting for Income Taxes" ("Statement No. 109"). Under Statement No.
        109, deferred tax assets and liabilities are recognized for the future
        tax consequences attributable to differences between the financial
        statement carrying amounts of existing assets and liabilities and their
        respective tax basis. Deferred tax assets and liabilities are measured
        using enacted tax rates expected to apply to taxable income in the years
        in which those temporary differences are expected to be recovered or
        settled. The effect on deferred tax assets and liabilities of a change
        in tax rates is recognized in income in the period that includes the
        enactment date. There were no deferred taxes for the years ended
        December 31, 2001 and 2000. Current income tax expense is composed of
        state franchise taxes aggregating $1,160 and $1,100 for the years ended
        December 31, 2001 and 2000, respectively.
                                       6
                                                                     PAGE 17

<PAGE>
        (E) Loss Per Share

        Net loss per common share for the year ended December 31, 2001 and for
        the period from April 14, 1999 (inception) to December 31, 2001 is
        computed based upon the weighted average common shares outstanding as
        defined by Financial Accounting Standards No. 128, "Earnings Per Share".
        There were no common stock equivalents outstanding at December 31, 2001
        and 2000.

        (F) New Accounting Pronouncements

        The Financial Accounting Standards Board has recently issued several
        new Statements of Financial Accounting Standards. Statement No. 141,
        "Business Combinations" supersedes APB Opinion 16 and various related
        pronouncements. Pursuant to the new guidance in Statement No. 141, all
        business combinations must be accounted for under the purchase method
        of accounting; the pooling-of-interests method is no longer permitted.
        SFAS

 141 also establishes new rules concerning the recognition of
        goodwill and other intangible assets arising in a purchase business
        combination and requires disclosure of more information concerning a
        business combination in the period in which it is completed. This
        statement is generally effective for business combinations initiated on
        or after July 1, 2001.

        Statement No. 142, "Goodwill and Other Intangible Assets" supercedes
        APB Opinion 17 and related interpretations. Statement No. 142
        establishes new rules on accounting for the acquisition of intangible
        assets not acquired in a business combination and the manner in which
        goodwill and all other intangibles should be accounted for subsequent
        to their initial recognition in a business combination accounted for
        under SFAS No. 141. Under SFAS No. 142, intangible assets should be
        recorded at fair value. Intangible assets with finite useful lives
        should be amortized over such period and those with indefinite lives
        should not be amortized. All intangible assets being amortized as well
        as those that are not, are both subject to review for potential
        impairment under SFAS No. 121, "Accounting for the Impairment of Long-
        Lived Assets and for Long-Lived Assets to be Disposed of". SFAS No. 142
        also requires that goodwill arising in a business combination should
        not be amortized but is subject to impairment testing at the reporting
        unit level to which the goodwill was assigned to at the date of the
        business combination.

        SFAS No. 142 is effective for fiscal years beginning after December 15,
        2001 and must be applied as of the beginning of such year to all
        goodwill and other intangible assets that have already been recorded in
        the balance sheet as of the first day in which SFAS No. 142 is
        initially applied, regardless of when such assets were acquired.
        Goodwill acquired in a business combination whose acquisition date is
        on or after July 1, 2001, should not be amortized, but should be
        reviewed for impairment pursuant to SFAS No. 121, even though SFAS No.
        142 has not yet been adopted. However, previously acquired goodwill
        should continue to be amortized until SFAS No. 142 is first adopted.

                                       7
                                                                     PAGE 18
<PAGE>

        Statement No. 143 "Accounting for Asset Retirement Obligations"
        establishes standards for the initial measurement and subsequent
        accounting for obligations associated with the sale, abandonment, or
        other type of disposal of long-lived tangible assets arising from the
        acquisition, construction, or development and/or normal operation of
        such assets. SFAS No. 143 is effective for fiscal years beginning after
        June 15, 2002, with earlier application encouraged.

        The adoption of these pronouncements will not have a material effect on
        the Company's financial position or results of operations.

NOTE 2  STOCKHOLDERS' EQUITY (DEFICIENCY)

        (A) Preferred Stock

        The Company is authorized to issue 20,000,000 shares of preferred stock
        at $0.001 par value. The Company has not issued any preferred shares
        through December 31, 2001.

        (B) Common Stock

        The Company is authorized to issue 50,000,000 shares of common stock at
        $0.0001 par value. In December 1999, the Company issued 8,400,000
        shares of its common stock to various stockholders pursuant to Section
        4 (2) of the Securities Act of 1933, as amended, for an aggregate
        consideration of $840. Expenses incurred during the period ended
        December 31, 1999 were paid by the promoter.

        The Company received $12,000 and $12,800 in capital contributions from
        a principal stockholder, during 2001 and 2000 respectively.

        The Company received $5,500 in capital contributions from a principal
        stockholder, in January 2002 (See Note 3).

NOTE 3  GOING CONCERN

        As reflected in the accompanying financial statements, the Company has
        accumulated losses of $32,325 since inception, has not generated any
        revenues since it has not implemented its business plan, and has a
        working capital deficiency of $6,229. The ability of the Company to
        continue as a going concern is dependent on the Company's ability to
        raise additional capital and implement its business plan. The financial
        statements do not include any adjustments that might be necessary if
        the Company is unable to continue as a going concern.

                                       8
                                                                     PAGE 19

<PAGE>

        The Company intends to implement its business plan, is currently
        receiving capital contributions from a principal stockholder (See Note
        2(B) and may seek funding through private placement of its equity
        securities or a combination with another company already engaged in its
        proposed business. Management believes that actions presently taken
        provide the opportunity for the Company to continue as a going concern.
                                       9
                                                                     PAGE 20




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

NONE

                              PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; Compliance
with Section 16(a) of the Exchange Act..


 Management

The Executive Officers and Directors of Clip 'n Pierce and their ages are as
follows:

       Name               Age        Position            Date Elected

Betty N. Myers         64     President,               April 14, 1999
                                         Chief Financial
                                         Officer, and
                                         Director

Edward F. Myers II     69     Secretary and       April 14, 1999
                                            Director

Betty N. Myers has served President and as a Director since its inception.
>From December 13, 1999 to Feb. 25 2001, she has served as Secretary of
American Electric Automobile Co., Inc. ("AEAC"). AEAC is a publicly traded
company under the symbol AEAC. She also currently serves as President and a
Director of EFM

Venture Group, Inc., a real estate company, as the licensed
broker. She is President of Exchange Accommodation Corp., a company
specializing in the accommodation of 1031 tax deferred exchanges. She is the
wife of Edward F. Myers,II.

Edward F. Myers, II has served as Secretary and a Director of Clip 'n Pierce
since its inception. From 1996 to Feb. 2001 he served as Chairman and a
Director of American Electric Automobile Company, Inc. a publicly traded
company. He is Also Secretary and a Director of EFM Venture Group, Inc., a
real estate company. He is the husband of Betty Myers.

The Directors are elected to serve until the next annual meeting of
shareholders or until their successors have been elected and qualified.
Executive officers serve at the discretion of the Board of Directors.

Each of the foregoing persons may be deemed a "promoter" and "parent" of the
Company as that term is defined in the rules and regulations promulgated under
the Securities and Exchange Act of 1933.


ITEM 10. EXECUTIVE COMPENSATION

At present Clip 'n Pierce is operated by its Executive Officers and Directors
at no compensation and no compensation has been paid to date. No Executive
Officer or Director is expected to earn in excess of $50,000 in the Foreseeable
future.

                                                                     PAGE 21


<PAGE>
Clip 'n Pierce has no pension or profit sharing plan. Clip 'n Pierce may Change
or increase salaries as Clip 'n Pierce's profits and cash flow allow; however,
there are no present plans to do so.

Options

There are no options outstanding.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 1, 2001, the name, address and
number of Shares owned directly or beneficially by persons who own 5% or more
of the Company's Common stock and by each executive officer and director and
owner.


Beneficial Owner                              Shares/Percent
March 1, 2002


Edward F. Myers II(1)                          7,916,000  95.2%
4190 Bonita Rd. #105
Bonita, CA

EFM Venture Group, Inc.                        7,916,000  95.2
4190 Bonita Rd. #105
Bonita, CA 91902

Betty N. Myers                                 7,916,000  95.2
505 Camino Elevado
Bonita, CA 91902

All Executive Officers                          7,916,000  95.2%
and Directors as a
Group (2 persons)


1)  Betty N. Myers is a 33% shareholder and a director of EFM Venture
Group, Inc. Edward F. Myers is the husband of Betty N. Myers.

2)  Based on 8,400,000 shares outstanding on March 1, 2002.



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED  TRANSACTIONS

On December 1, 1999 Clip 'n Pierce sold 4,000,000 shares of common stock to
 Edward F. Myers II for a total of $400; 4,000,000 shares of common stock to
EFM Venture Group, Inc. for $400, and 400,000 common shares to Takk, Inc. for
$40.00.

On February 9, 2001 Takk, Inc. , subject to an effective registration
statement, distributed 393,000 of its 400,000 common shares to its
shareholders.

                                                                     PAGE 22


<PAGE>
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)   3(i)  Articles of incorporation*
       (ii) By-laws*

  * Incorporated by reference to a SB-2 filing filed February 8, 2001.


(b)  There were no reports on 8-K.




SIGNATURES

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

CLIP 'N PIERCE FASHIONS, INC.


BETTY N. MYERS
--------------
BETTY N. MYERS
President
March  20, 2002
                                                                     PAGE 23