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

                                  FORM 10-KSB/A

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                   For the fiscal year ended December 31, 2002

                                       OR

    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                  For the transition period from _____ to_____


                          Commission File No: 333-83152

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

                  Nevada                               75-287-0720
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)               Identification No.)

2591 Dallas Parkway, Suite 102, Frisco, Texas            75034
  (Address of principal executive offices)             (Zip Code)

                                 (469) 633-0100
                 Issuer's telephone number, including area code

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None


Check  whether  the issuer  (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 such filing requirements for the past
90 days. YES [X] NO [ ]


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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]

Issuer's revenues for the year ended December 31, 2002 were $54,471.


The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common  equity,  as of February
10, 2003 was $171,500

At February 10, 2003, the registrant had outstanding  1,000,000 shares of common
stock.


Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

<PAGE>

                                TABLE OF CONTENTS

                                     PART I


                                                                            Page
                                                                            ----

Item 1.  Description of Business.                                             3

Item 2.  Description of Property.                                             3

Item 3.  Legal Proceedings.                                                   3

Item 4.  Submission of Matters to a Vote of Security Holders.                 4


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.            4

Item 6.  Management's Discussion and Analysis or Plan of Operations.          4

Item 7.  Financial Statements.                                                6

Item 8.  Changes in and Disagreements with Accountants on Accounting
         And Financial Disclosure.                                            6


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.                   6

Item 10. Executive Compensation.                                              6

Item 11. Security Ownership of Certain Beneficial Owners and Management
         And Related Stockholder Matters.                                     7

Item 12. Certain Relationships and Related Transactions.                      7

Item 13. Exhibits and Reports on Form 8-K.                                    7

Item 14. Controls and Procedures.                                             7

Signatures                                                                    8









                                       2
<PAGE>

                                     PART I

This Annual Report on Form 10-KSB contains forward-looking statements within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities Exchange Act of 1934,  including  statements  regarding the Company's
expectations,  beliefs,  intentions  and  strategies  regarding the future.  All
forward-looking  statements  included in this document are based on  information
available  to the  Company as of the date  hereof,  and the  Company  assumes no
obligation to update any such forward-looking statements. A detailed description
of the factors that could cause  future  results to  materially  differ from the
Company's  recent results or those projected in the  forward-looking  statements
are  contained in the section of this Form 10-KSB  entitled  "Important  Factors
Regarding Forward-Looking Statements."



Item 1.  DESCRIPTION OF BUSINESS.

Corporate Profile.

The Company was  incorporated  on March 27,  2000 as a Nevada  corporation.  Our
principal  business is to own and race thoroughbred race horses at various major
horse racing tracks in the United  States and receive  purse  revenues from such
racing. Additional income can also be derived from being able to sell our horses
at a higher  price  than what we have paid for  them.  Horse  racing is a highly
competitive  business  and the Company has an  insignificant  part in the entire
industry.  Due to our  financial  limitations,  we are not able to  successfully
compete  against  other  entities  who  have  significantly   greater  financial
resources than we have when acquiring horses.

Employees.

As of December 31, 2002, the Company had no employees.

Regulation.

In order to race  thoroughbred  horses at various race tracks,  various licenses
are  required  by both the  trainer  and  owner  from  State  Racing  Commission
authorities. We acquire these licenses routinely on a yearly basis.

Miscellaneous.

The Company will send an annual report to all  shareholders,  including  audited
financial statements.

The Company files periodic reports with the Securities and Exchange  Commission.
Said filings can be obtained  through the Edgar system by anyone  accessing  the
internet at  http://www.sec.gov  or you may read and copy any  materials we file
with the SEC at the  SEC's  Public  Reference  Room at 450 Fifth  Street,  N.W.,
Washington,  D.C.  20549.  You may obtain  information  on the  operation of the
Public Reference Room by calling the SEC at 1-800-732-0330.

Item 2.  DESCRIPTION OF PROPERTY.

As of December 31, 2003 the Company did not own or lease any property.

Item 3.  LEGAL PROCEEDINGS.

The  Company  is not  engaged  in any legal  proceedings  as of the date of this
report.



                                       3
<PAGE>

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

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


                                     PART II

Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

The  Company's  common stock was approved for trading on the OTC Bulletin  Board
under the symbol `'DBLQ" on November 2, 2002.

The following table sets forth the high and low bid prices for the 4th.  quarter
of  the  calendar  year  ended  December  31,  2002.  These  quotations  reflect
inter-dealer prices, without retail mark-up, markdown, or commission and may not
represent actual transactions.  No trade has taken place in the Company's common
stock since it was approved for trading on November 27, 2002.

High           Low
----           ---
..35            .25

Shareholders of Record.

As of the date of this  Annual  Report,  there  were 102  record  holders of the
Company's common stock.

Dividends.

The Company has never  declared or paid cash  dividends  on its Common Stock and
does not anticipate paying any cash dividends in the foreseeable future.

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

The financial  information set forth in the following  discussion should be read
in conjunction with, and qualified in its entirety by, the financial  statements
of the Company included elsewhere herein.

Results of Operations - 2002 compared to 2001.

For the  respective  periods for the years ended December 31, 2002 and 2001, the
Company's  purse  revenues  decreased to $54,471 from  $83,702.  The decrease of
$29,231 in mainly  attributable  for the lower class races the Company's  horses
ran in 2002 versus 2001, resulting in smaller purse distributions.

Total operating  expenses  decreased to $150,772 for the year ended December 31,
2002 from $173,904 for the comparable period in 2001.

For the year ended  December 31, 2002 the Company had a net loss of $96,301,  or
($0.11)  per share  versus a net loss of $90,202  or  ($0.08)  per share for the
comparable  period in 2001.  The net loss for the year ended  December  31, 2002
included  a loss  on sale  of  livestock  of  $16,765  versus  a gain on sale of
livestock of $8,058 for the comparable period in 2001.



                                       4
<PAGE>

Liquidity and Capital Resources.

Due to its continuing  losses,  The Company has been forced to borrow funds from
its  controlling  shareholder  to fund the shortfall in cash  generated from its
operating activities.

The Company believes that cash generated from operations  together with the cash
provided on a loan basis from its controlling  shareholder will be sufficient to
provide the  majority of the cash  necessary to meet its working  capital  needs
through the next twelve months based upon the anticipated  level of revenues and
operating expenses.

There can be no assurance,  however,  that additional loans will be available on
acceptable terms or at all, and the failure to obtain additional loans as needed
may have an adverse  effect on the Company's  ability to continue to operate and
may not allow the Company to take advantage of future opportunities.

The Company financed its operations during calendar year 2002 through internally
generated  cash flow,  existing  cash and from cash  advances  (loans)  from its
controlling shareholder.

Recently Issued Accounting Pronouncements.

Any recently  issued  accounting  pronouncements  have no material effect on the
financial statements of the Company.

Effects on Inflation.

The Company  believes that the effect of inflation has not been material  during
each of the years ended December 31, 2002 and 2001.

Important Factors Regarding Forward-Looking Statements.

Various forward-looking  statements have been made in this Annual Report on Form
10-KSB.  Forward-looking  statements  may  also be made in the  Company's  other
reports filed under the  Securities  Exchange Act of 1934, in its press releases
and in other documents. In addition, from time to time, the Company, through its
management, may make oral forward-looking statements.

Forward-looking  statements  are subject to risks and  uncertainties,  including
those  identified  below,  that could cause actual results to differ  materially
from such statements. The words "anticipate",  "believe",  "estimate", "expect",
`'intend",  "should",  "will" or similar  expressions  are  intended to identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements,  which speak only as of the date on which they
are made. The Company  undertakes no obligation to update publicly or revise any
forward-looking statements.

Should one or more of the risks  materialize,  or should underlying  assumptions
prove  incorrect,  actual  results or outcomes  may vary  materially  from those
described herein as anticipated, believed, estimated, expected or intended.

Going Concern.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern.  We have limited  operations and revenues.  We
continue to incur operating  expenses in excess of revenues.  We had substantial
working capital and  shareholders'deficits  at December 31, 2002. These factors,
among others, raise substantial doubt about the Company's ability to continue as
a going concern.  The financial  statements do not include any adjustments  that
might result from the outcome of this uncertainty.

There  can be no  assurances  that  the  Company  will be  able to  successfully
implement  its  ongoing  plans,   including  generating  profitable  operations,
generating  positive cash flows from operations and obtaining  additional equity
capital to meet present and future working capital demands.



                                       5
<PAGE>

Item 7. FINANCIAL STATEMENTS.

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

Financial Statements:
    Balance Sheets...........................................................F-3
    Statements of Operations.................................................F-4
    Statements of Changes in Shareholder's Deficit...........................F-5
    Statements of Cash Flows.................................................F-6

Notes to Financial Statements................................................F-7


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.

The following table sets forth the officers and directors of the Company.

Name                Position                                                 Age
----                --------                                                 ---

Pam J. Halter       Chairman, President, CEO, Secretary & Treasurer          48

Pam J. Halter has served as the Company's  sole officer and directors  since the
Company's  inception in March 2000.  She has been involved in various  facets of
horse racing since the age of sixteen  culminating with her successful record as
a trainer.

All directors hold office until the next annual meeting of the  shareholders  of
the  Company,  and until  their  successors  have been  elected  and  qualified.
Officers serve at the discretion of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance.
--------------------------------------------------------

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors  and  executive  officers,  and  persons  who own  more  than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange  Commission  initial reports of ownership and reports of changes in
ownership  of common  stock and other equity  securities  of the Company.  These
insiders  are required by  Securities  and Exchange  Commission  regulations  to
furnish the Company with copies of all Section 16(a) forms they file,  including
Forms 3, 4 and 5. To the  Company's  knowledge,  based  solely  on review of the
copies of such reports furnished to the Company and written representations that
no other  reports were  required,  during the calendar  year ended  December 31,
2002,  all Section  16(a) filing  requirements  applicable  to its insiders were
complied with.


Item 10.  EXECUTIVE COMPENSATION.

The Company pays no compensation to its officers and directors currently and has
paid no  compensation  in  amount  or of any kind to is  executive  officers  or
directors  since  inception.  Executive  management  and oversight  services are
provided to the Company by a controlling shareholder. The accompanying financial
statements  reflect  management's  estimate of the  estimated  fair value of the
services  contributed  to the Company  during each fiscal year based on the time
and effort required to administer the Company's operations and affairs.



                                       6
<PAGE>

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

The following  table sets forth  information as of February 10, 2003  concerning
the  beneficial  ownership of the common stock of the Company by (i) each person
who is known to us to own beneficially more than five percent of the outstanding
shares of common stock,  (ii) each director and executive officer of the Company
and (iii) all directors and executive officers as a group.

                                            Amount and
                   Name and address         nature of
Title of Class     of beneficial owner      beneficial owner    Percent of class
--------------     -------------------      ----------------    ----------------

Common             Pam Halter                    510,000             51%
                   2591 Dallas Parkway
                   suite 102
                   Frisco, TX 75034

                   All executive officers        510,000             51%
                   and directors a group
                   (1 person)

Common             Richard Coombe                 98,000             9.8%
                   Lauriston Cottage
                   Yester Drive
                   Chislehurst, Kent BR7 5LR, UK

Common             Patricia Gunter                57,600             5.7%
                   174 FM 1830
                   Argyle, TX 7622

Common             Steve Miller                   95,000             9.5%
                   P.O. Box 1171
                   Picayune, MS 39466

Common             Don Stogner                    93,500             9.35%
                   1412 Country Ridge Drive
                   DeSoto, TX 75115

Common             VLM Enterprises, Inc.          95,000             9.5%
                   2655 Villa Creek Drive, #276
                   Dallas, TX 75234




Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In order to maintain liquidity,  the Company has received  non-interest  bearing
cash  advances  from  Pam  Halter  during  calendar  years  2002 and  2001,  its
controlling shareholder.


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

     (a)  Exhibits


          3.1* Articles of Incorporation
          3.2* By-Laws
          4.0* Instruments defining the rights of holders, including indentures



*    Incorporated  by reference to Exhibits  filed with issuer's SB-2 Form filed
     February 21, 2002.

     (b)  Reports on Form 8-K

          None


Item 14. Controls and Procedures.

(a)  Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive and Financial Officer, Pam Halter has reviewed the
Company's  disclosure controls and procedures within 90 days prior to the filing
of this report.  Based upon this review, the officer believes that the Company's
disclosure  controls and  procedures  are  effective in ensuring  that  material
information  related to the  Company is made known to them by others  within the
Company.



                                       7
<PAGE>

(b)  Changes in Internal Controls.

There were no significant changes in the Company's internal controls or in other
factors  that could  significantly  affect  these  controls  during the  quarter
covered by this  report or from the end of the  reporting  period to the date of
this Form 10-KSB.


                                   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.

DOBLIQUE, INC.

By: /s/ Pam Halter
   ---------------
   Pam Halter
   (Principal Executive Officer)
   Date: February 28, 2003



























                                       8
<PAGE>

                                  CERTIFICATION

I Pam Halter, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of Doblique, Inc.
     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement of material fact or omit to state a material fact  necessary
          to make the statements made, in light of the circumstances under which
          such  statements  were made, not misleading with respect to the period
          covered by this annual report.
     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report.
     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:
          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared.
          b.   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and
          c.   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our Evaluation Date.
     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):
          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weakness in internal controls; and
          b.   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and
     6.   The  registrant's  other  certifying  officers and I have indicated in
          this annual report whether there were significant  changes in internal
          controls or in other factors that could significantly  affect internal
          controls  subsequent  to the  date  of  our  most  recent  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.

     Date: February 28, 2003

                                             /s/ Pam Halter
                                             --------------
                                             Principal Executive Officer






                                       9
<PAGE>

                                  CERTIFICATION

I  Pam Halter , certify that:

     7.   I have reviewed this annual report on Form 10-KSB of Doblique, Inc.
     8.   Based on my knowledge,  this annual report does not contain any untrue
          statement of material fact or omit to state a material fact  necessary
          to make the statements made, in light of the circumstances under which
          such  statements  were made, not misleading with respect to the period
          covered by this annual report.
     9.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report.
     10.  The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:
          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared.
          b.   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and
          c.   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our Evaluation Date.
     11.  The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):
          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weakness in internal controls; and
          b.   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and
     12.  The  registrant's  other  certifying  officers and I have indicated in
          this annual report whether there were significant  changes in internal
          controls or in other factors that could significantly  affect internal
          controls  subsequent  to the  date  of  our  most  recent  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.

     Date: February 28, 2003




                                             /s/ Pam Halter
                                             --------------
                                             Principal Financial Officer










                                       10
<PAGE>











                                                                  DOBLIQUE, INC.

                                                            Financial Statements


                                                      December 31, 2002 and 2001


<PAGE>








                                 Doblique, Inc.

                              Financial Statements

                           December 31, 2002 and 2001

                   (With Independent Auditor's Report Thereon)




<PAGE>

                                 DOBLIQUE, INC.

                                Table of Contents





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

Financial Statements:
    Balance Sheets...........................................................F-3
    Statements of Operations.................................................F-4
    Statements of Changes in Shareholder's Deficit...........................F-5
    Statements of Cash Flows.................................................F-6

Notes to Financial Statements................................................F-7


<PAGE>

               Report of Independent Certified Public Accountants



Board of Directors and Shareholder
Doblique, Inc.

We have audited the accompanying balance sheet of Doblique,  Inc. as of December
31, 2002 and the related  statements  of  operations,  changes in  shareholders'
deficit,  and cash flows for the year 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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements referred to above, present fairly, in
all material respects,  the financial position of Doblique,  Inc. as of December
31, 2002, and the results of its operations and its cash flows for the year then
ended 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 2 to the
financial statements, the Company's operations include an inherently high degree
of risk and the Company is dependent upon its controlling shareholder to provide
sufficient  working  capital to maintain the operation of the corporate  entity.
These  circumstances  create  substantial  doubt about the Company's  ability to
continue  as a going  concern.  The  financial  statements  do not  contain  any
adjustments that might result from the outcome of these uncertainties.




February 12, 2003
Maitland, Florida



                                       F-1
<PAGE>

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


Board of Directors and Shareholder
Doblique, Inc.

We have  audited the  accompanying  balance  sheet of  Doblique,  Inc. (a Nevada
corporation)  as of December 31, 2001 and the related  statements  of operations
and comprehensive  loss, changes in shareholder's  equity and cash flows for the
year ended 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 audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Doblique,  Inc. as of December
31,  2001 and the  results of its  operations  and cash flows for the year ended
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 2 to the
financial statements,  the Company's operations are inherently high risk and the
Company may become  dependent upon its sole  shareholder  to provide  sufficient
working  capital to  maintain  the  integrity  of the  corporate  entity.  These
circumstances  create  substantial doubt about the Company's ability to continue
as a going concern. The financial statements do not contain any adjustments that
might result from the outcome of these uncertainties.



                                                          S.W. HATFIELD, CPA
                                                          Dallas, Texas
                                                          May 17, 2002


                                       F-2

<PAGE>

                                 DOBLIQUE, INC.

                                 Balance Sheets

                           December 31, 2002 and 2001

                                     Assets
                                     ------

                                                           2002         2001
                                                         ---------    ---------
Current assets:
       Cash on hand and in bank                          $  24,951       27,490
                                                         ---------    ---------

               Total current assets                         24,951       27,490
                                                         ---------    ---------

Livestock                                                   81,000       49,000
       Less accumulated depreciation                       (22,163)     (12,222)
                                                         ---------    ---------

                                                            58,837       36,778
                                                         ---------    ---------

                                                         $  83,788       64,268
                                                         =========    =========

                      Liabilities and Shareholders' Deficit
                      -------------------------------------

Current liabilities:
       Accounts payable - trade                          $   7,555         --
       Due to shareholder                                  223,426      122,395
                                                         ---------    ---------

               Total current liabilities                   230,981      122,395
                                                         ---------    ---------

Commitments and contingencies

Shareholders' deficit:
       Common stock - $0.001 par value
           25,000,000 shares authorized
           1,000,000 shares issued and outstanding           1,000        1,000
       Additional paid-in capital                           48,000       24,000
       Accumulated deficit                                (196,193)     (83,127)
                                                         ---------    ---------

               Total shareholders' deficit                (147,193)     (58,127)
                                                         ---------    ---------
Total liabilities and shareholders' deficit              $  83,788       64,268
                                                         =========    =========



See accompanying notes to financial statements.

                                      F-3
<PAGE>

                                 DOBLIQUE, INC.

                            Statements of Operations

                     Years Ended December 31, 2002 and 2001

                                                         2002           2001
                                                     -----------    -----------

Revenues:
     Racing purses                                   $    54,471         83,702
                                                     -----------    -----------

Operating expenses:
     Livestock expenses:
        Boarding and training                             62,746         96,336
        Veterinarian fees                                 23,788         20,068
        Other                                              3,792          4,294
     Jockey fees and other track expenses                  5,799          9,514
     Executive compensation contributed
        by controlling shareholder                        24,000         24,000
     General and administrative expenses                   8,565           --
     Depreciation                                         22,082         19,692
                                                     -----------    -----------

               Total operating expenses                  150,772        173,904
                                                     -----------    -----------

Loss from operations                                     (96,301)       (90,202)

Other income (expense):
     Gain (loss) on sale of livestock                    (16,765)         8,058
                                                     -----------    -----------

Loss before provision for income taxes                  (113,066)       (82,144)

Provision for income taxes                                  --             --
                                                     -----------    -----------

Net loss                                             $  (113,066)       (82,144)
                                                     ===========    ===========


Loss per share of common stock outstanding
  - basic and fully diluted                          $     (0.11)         (0.08)
                                                     ===========    ===========

Weighted-average number of shares
  outstanding - basic and fully diluted                1,000,000      1,000,000
                                                     ===========    ===========




See accompanying notes to financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                                 DOBLIQUE, INC.

                 Statements of Changes in Shareholders' Deficit

                     Years ended December 31, 2002 and 2001


                                           Common Stock
                                    -------------------------
                                                                Additional
                                     Number of                    Paid-in     Accumulated
                                       Shares      Par Value      Capital       Deficit         Total
                                    -----------   -----------   -----------   -----------    -----------
<S>                                 <C>           <C>           <C>           <C>            <C>
Balances at
  December 31, 2000                   1,000,000   $     1,000          --            (983)            17

Capital contributed by a
   controlling shareholder in the
   form of executive compensation          --            --          24,000          --           24,000

Net loss                                   --            --            --         (82,144)       (82,144)
                                    -----------   -----------   -----------   -----------    -----------

Balances at
  December 31, 2001                   1,000,000         1,000        24,000       (83,127)       (58,127)

Capital contributed by a
   controlling shareholder in the
   form of executive compensation          --            --          24,000          --           24,000

Net loss                                   --            --            --        (113,066)      (113,066)
                                    -----------   -----------   -----------   -----------    -----------

Balances at
  December 31, 2002                   1,000,000   $     1,000        48,000      (196,193)      (147,193)
                                    ===========   ===========   ===========   ===========    ===========
</TABLE>















See accompanying notes to financial statements.

                                       F-5
<PAGE>
<TABLE>
<CAPTION>

                                 DOBLIQUE, INC.

                            Statements of Cash Flows

                     Years Ended December 31, 2002 and 2001


                                                                             2002         2001
                                                                           ---------    ---------
<S>                                                                        <C>            <C>
Cash flows from operating activities:
       Net loss                                                            $(113,066)     (82,144)
       Adjustments to reconcile net loss to net cash
          provided by operating activities:
           Depreciation                                                       22,082       19,692
           (Gain) loss on sale of livestock                                   16,765       (8,058)
           Executive compensation contributed
              by a controlling shareholder                                    24,000       24,000
           Increase in accounts payable                                        7,555         --
                                                                           ---------    ---------

                    Net cash used in operating activities                    (42,664)     (46,510)
                                                                           ---------    ---------

Cash flows from investing activities:
       Proceeds from sale of livestock                                        10,750       35,200
       Purchase of livestock                                                 (71,656)     (33,800)
                                                                           ---------    ---------

                    Net cash  provided by (used in) investing activities     (60,906)       1,400
                                                                           ---------    ---------

Cash flows from financing activities:
       Funds advanced by shareholder                                         101,031       72,536
                                                                           ---------    ---------

                    Net cash provided by financing activities                101,031       72,536
                                                                           ---------    ---------

Increase (decrease) in cash                                                   (2,539)      27,426

Cash at beginning of period                                                   27,490           64
                                                                           ---------    ---------

Cash at end of period                                                      $  24,951       27,490
                                                                           =========    =========

Supplemental disclosure of cash flow information:

       Interest paid for the year                                          $    --           --
                                                                           =========    =========

       Income taxes paid for the year                                      $    --           --
                                                                           =========    =========
</TABLE>




See accompanying notes to financial statements.

                                      F-6
<PAGE>

                                 DOBLIQUE, INC.

                          Notes to Financial Statements

                           December 31, 2002 and 2001

(1)  Organization and Description of Business
     ----------------------------------------

     Doblique,  Inc. (Company) was incorporated on March 28, 2000 under the laws
     of the State of Nevada.  The Company  owns,  trains and races  thoroughbred
     horses on a long-term basis for its own account. The Company began business
     operations in February 2001.

(2)  Going Concern Uncertainty
     -------------------------

     The horse  racing  business has  generally  been  considered  to include an
     inherently  high degree of risk.  At the present  time,  the Company is not
     generating  revenue  at  levels  sufficient  to  support  normal  recurring
     operations.

     The Company's continued existence is dependent upon its ability to generate
     sufficient  cash flows from operations to support its operations as well as
     provide sufficient resources to retire existing liabilities and obligations
     on a timely basis.  Further, the Company faces considerable risk in each of
     its  business  plan  steps,  including  difficulty  of hiring  or  engaging
     competent trainers within its budget, acquisition of quality livestock, and
     a potential  shortfall of funding due to potential  difficulties in raising
     capital in the equity securities market.

     The Company remains dependent upon additional external sources of financing
     including  its  management  and/or  significant   shareholders  to  provide
     sufficient   working   capital   in   excess  of  the   Company's   initial
     capitalization  and net racing purse  revenues to preserve the integrity of
     the corporate entity.

     The  Company  anticipates  offering  future  sales  of  equity  securities.
     However,  these is no  assurance  that the  Company  will be able to obtain
     additional  funding through the sales of additional  equity  securities or,
     that such funding, if available,  will be obtained on terms favorable to or
     affordable by the Company.

     If  additional  operating  capital is not generated  from normal  recurring
     operations, the Company will be forced to rely on existing cash in the bank
     and additional funds loaned by management and/or significant  shareholders.
     In the event the  Company  is unable to  generate  sufficient  cash flow to
     repay advances from management and/or significant  shareholders,  the party
     advancing  funds  may elect to take  title to one or more of the  Company's
     horses to  satisfy  this debt.  An action of this type would  significantly
     negatively impact the Company's ongoing operations.

                                                                     (Continued)

                                      F-7
<PAGE>

                                 DOBLIQUE, INC.

                          Notes to Financial Statements

(2)  Going Concern Uncertainty - (Continued)
     ---------------------------------------

     It is the intent of  management  and  significant  stockholders  to provide
     sufficient  working capital necessary to support and preserve the integrity
     of the corporate entity.  However, no formal commitments or arrangements to
     advance or loan funds to the  Company or repay any such  advances  or loans
     exist.

     In such a restricted  cash flow  scenario,  the Company  would be unable to
     complete  its  business  plan  steps,  and  would,  instead  delay all cash
     intensive  activities.  Without necessary cash flow, the Company may become
     dormant  during the next  twelve  months,  or until such time as  necessary
     funds could be raised in the equity securities market.

     The Company  has a limited  operating  history,  minimal  cash on hand,  no
     profit and  operates a business  plan with high  inherent  risk.  While the
     Company  is of the  opinion  that good  faith  estimates  of the  Company's
     ability to secure additional  capital in the future to reach our goals have
     been made,  there is no guarantee that the Company will receive  sufficient
     funding to sustain  operations  or  successfully  implement  its  long-term
     business plan.

(3)  Summary of Significant Accounting Policies
     ------------------------------------------

     (a)  Cash and Cash Equivalents
          -------------------------

          For purposes of reporting cash flows,  the Company  considers all cash
          on hand, in banks and on deposit with brokerage  houses,  certificates
          of deposit and other highly liquid debt instruments with a maturity of
          three  months  or less at the  date of  purchase  to be cash  and cash
          equivalents.

          Cash overdraft positions may occur from time to time due to the timing
          of making bank deposits and releasing  checks,  in accordance with the
          Company's cash management policies.

     (b)  Revenue Recognition
          -------------------

          The  Company  recognizes  revenue as the  Company's  horses earn purse
          distributions in regularly  scheduled races at licensed and sanctioned
          tracks  offering  pari-mutuel  wagering,  principally in Florida.  All
          purse  distributions  are paid by the race track to the Company at the
          end of each day's racing session. Concurrent with the receipt of purse
          distributions,  the Company  settles all direct track racing  expenses
          for jockey fees, taxes and fees and other direct costs incurred at the
          race track through its track cash account.


                                                                     (Continued)


                                      F-8
<PAGE>

                                 DOBLIQUE, INC.

                          Notes to Financial Statements

(3)  Summary of Significant Accounting Policies - (Continued)
     --------------------------------------------------------

     (b)  Revenue Recognition - (Continued)
          ---------------------------------

          Additionally,  certain regularly  scheduled races are deemed "claiming
          races"  whereby any licensed owner or trainer of race horses may claim
          and purchase a participating horse for a predetermined fixed price. In
          the normal course of business,  the Company enters horses in "claiming
          races". The resulting gain or loss on the sale of a horse, as a result
          of "claiming  race", is recognized at the settlement of the sale which
          occurs at the end of the respective day's racing session.

     (c)  Livestock
          ---------

          Livestock is recorded at historical cost.  Depreciation is provided in
          amounts  sufficient  to relate the asset cost to  operations  over the
          estimated useful life of three years using the straight-line method.

          The Company  acquires  livestock  either through direct  purchase from
          either related or unrelated parties owning such livestock,  claiming a
          horse in a "claiming  race" (see  above),  or at  regularly  scheduled
          auctions of thoroughbred horses.

          Gains and/or losses from the  disposition  of livestock are recognized
          as incurred and are included in operations.

     (d)  Advertising Expenses
          --------------------

          Advertising  and  marketing  expenses  are  charged to  operations  as
          incurred.

     (e)  Income Taxes
          ------------

          The Company  utilizes the asset and liability method of accounting for
          income taxes.

          At December  31, 2002 and 2001,  respectively,  the deferred tax asset
          and deferred tax liability  accounts,  as recorded when material,  are
          entirely the result of temporary  differences.  Temporary  differences
          represent differences in the recognition of assets and liabilities for
          tax and financial reporting purposes.

          As of December  31, 2002 and 2001,  the  deferred tax asset is related
          solely to the Company's net operating loss  carryforward  and is fully
          reserved.

                                                                     (Continued)

                                       F-9
<PAGE>

                                 DOBLIQUE, INC.

                          Notes to Financial Statements

(3)  Summary of Significant Accounting Policies - (Continued)
     --------------------------------------------------------

     (f)  Loss Per Share
          --------------

          Basic earnings (loss) per share is computed by dividing the net income
          (loss) by the  weighted-average  number of shares of common  stock and
          common stock equivalents (primarily outstanding options and warrants).
          Common stock equivalents  represent the dilutive effect of the assumed
          exercise of the  outstanding  stock  options and  warrants,  using the
          treasury  stock method.  The  calculation  of fully  diluted  earnings
          (loss)  per share  assumes  the  dilutive  effect of the  exercise  of
          outstanding  options  and  warrants  at either  the  beginning  of the
          respective  period  presented  or the date of  issuance,  whichever is
          later. As of December 31, 2002 and 2001, respectively, the Company has
          no issued and outstanding  securities,  options or warrants that would
          be deemed potentially dilutive in the current and future years.

     (g)  Estimates
          ---------

          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities and disclosure of contingent  assets
          and liabilities at the date of the balance sheet. Actual results could
          differ from those estimates.

(4)  Fair Value of Financial Instruments
     -----------------------------------

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

(5)  Amounts Due to Shareholder
     --------------------------

     The Company's  controlling  shareholder  periodically advances and receives
     repayment  of funds  loaned to the  Company to support  operations,  settle
     outstanding  trade  accounts  payable  and  provide  working  capital.  The
     advances are payable upon demand and are non-interest bearing.

(6)  Contributed Capital
     -------------------

     Executive  management and oversight services are provided to the Company by
     its controlling shareholder.  The accompanying financial statements reflect
     management's  estimate  of  the  estimated  fair  value  of  such  services
     contributed  on a quarterly  basis to the  Company  during each fiscal year
     based  on  the  time  and  effort  required  to  administer  the  Company's
     operations and affairs.



                                      F-10
<PAGE>

                                 DOBLIQUE, INC.

                          Notes to Financial Statements

(7)  Income Taxes
     ------------

     The components of income tax (benefit)  expense for the year ended December
     31, 2002 and 2001 are as follows:

                                                         2002            2001
                                                     -----------   -------------

     Federal:
        Current                                      $      --              --
        Deferred                                            --              --
                                                     -----------   -------------
                                                            --              --
                                                     -----------   -------------
     State:
        Current                                             --              --
        Deferred                                            --              --
                                                     -----------   -------------

              Total                                  $      --              --
                                                     ===========   =============

     As of December 31, 2002, the Company has a net operating loss  carryforward
     of  approximately  $180,000 to offset  future  taxable  income.  Subject to
     current  regulations,  this  carryforward will begin to expire in 2020. The
     amount and  availability  of the net operating  loss  carryforwards  may be
     subject to limitations set forth by the Internal Revenue Code.

     The Company's income tax expense (benefit) for the years ended December 31,
     2002 and 2001  differed  from the  statutory  federal rate of 34 percent as
     follows:

                                                             2002        2001
                                                           --------    --------

     Statutory rate applied to loss before income taxes    $(38,442)    (27,930)
     Increase (decrease) in income taxes resulting from:
        State income taxes                                     --          --
        Other, including reserve for deferred tax asset      38,442      27,930
                                                           --------    --------

              Income tax expense                           $   --          --
                                                           ========    ========

     Temporary   differences,   consisting   primarily  of  net  operating  loss
     carryforwards give rise to deferred tax assets at December 31 as follows:

                                                             2002        2001
                                                           --------    --------

     Deferred tax assets
       Net operating loss carryforwards                    $ 61,200      28,265
       Less valuation allowance                             (61,200)    (28,265)
                                                           --------    --------

              Net deferred tax asset                       $   --          --
                                                           ========    ========



                                      F-11

<PAGE>
<TABLE>
<CAPTION>

                                 DOBLIQUE, INC.

                          Notes to Financial Statements


(8)  Selected Financial Data (Unaudited)
     -----------------------------------

     The following is a summary of the quarterly  results of operations  for the
     years ended December 31, 2002 and 2001, respectively:

                                        Quarter ended   Quarter ended    Quarter ended   Quarter ended     Year ended
                                          March 31,        June 30,      September 30,    December 31,     December 31,
                       2002             -------------   -------------    -------------   -------------    -------------
                       ----
<S>                                     <C>             <C>              <C>             <C>              <C>
     Net revenues                       $      11,426          22,220           10,195          10,630           54,471
     Net loss from operations                 (22,003)        (15,880)         (37,855)        (20,563)         (96,301)
     Basic loss per share                       (0.02)          (0.03)           (0.04)          (0.02)           (0.11)
     Weighted-average number of
        shares issued and outstanding       1,000,000       1,000,000        1,000,000       1,000,000        1,000,000

                       2001
                       ----

     Revenues                           $       5,345          19,757           22,645          35,955           83,702
     Net loss from operations                 (27,146)        (18,978)         (24,485)        (19,593)         (90,202)
     Basic loss per share                       (0.03)          (0.01)           (0.03)          (0.01)           (0.08)
     Weighted-average number of
        shares issued and outstanding       1,000,000       1,000,000        1,000,000       1,000,000        1,000,000

</TABLE>























                                      F-12