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                       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 April 30th, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1943

                                    333-38936
                              (Commission File No.)

                            NECO ENERGY CORPORATION.
             (Exact Name of Registrant as Specified in its Charter)

                 Utah                                     87-0653434
        (State of Incorporation)                      (IRS Employer No.)

    5685 La Jolla Blvd., La Jolla CA                        92037
(Address of principal executive offices)                  (Zip Code)

5580 La Jolla Blvd., La Jolla CA, Suite 506               92037-7651
           (Mailing address)                              (Zip Code)

Issuer's telephone number, including area code: (619)-615-8647

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

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 [ ] No [X]

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

State issuer's revenues for its most recent fiscal year: $0.00

State 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 a
specified  date within the past 60 days: As of October 9th,  2002, the aggregate
market value of shares held by non-affiliates  (based on the close price on that
date $3.50 was $12,862,500.00.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: 19,677,000 as of October 9th, 2002.

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                                TABLE OF CONTENTS

Item                                                                        Page
----                                                                        ----

1.  Description of Business...............................................     1
2.  Description of Property...............................................    12
3.  Legal Proceedings.....................................................    12
4.  Submission of Matters to a Vote of Security Holders...................    13
5.  Market for Common Equity and Related Stockholder Matters..............    13
6.  Management's Discussion and Analysis or Plan of Operation.............    15
7.  Financial Statements..................................................   F-1
8.  Changes in and Disagreements With Accountants on Accounting and
      Financial Disclosure................................................    19
9.  Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act...................    19
10. Executive Compensation................................................    22
11. Security Ownership of Certain Beneficial Owners and Management........    22
12. Certain Relationships and Related Transactions........................    23
13. Exhibits and Reports on Form 8-K......................................    23
<PAGE>

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This form 10KSB contains  forward-looking  statements  within the meaning of the
federal securities laws. These forward-looking  statements are necessarily based
on certain  assumptions and are subject to significant risks and  uncertainties.
These  forward-looking  statements are based on management's  expectations as of
the date hereof, and the Company does not undertake any responsibility to update
any of these  statements in the future.  Actual future  performance  and results
could  differ  from that  contained  in or  suggested  by these  forward-looking
statements as a result of factors set forth in this Form 10KSB  (including those
sections hereof incorporated by reference from other filings with the Securities
and Exchange  Commission),  in particular as set forth in "Business Risks" under
Item 1 and set forth in the "Management's Discussion and Analysis" under Item 6.
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ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS HISTORY

     New Energy  Corporation was organized on April 25, 2000,  under the laws of
the State of Utah as  UBETIGOLF,  Inc. The Company was  originally  created as a
golf themed Internet  website.  On November 18th, 2001 the Company  completed an
acquisition of New Energy Corporation, a California Corporation,  and changed it
business plan to become a solar energy company.  The Company changed its name to
NECO Energy Corporation "NECO". Our office is located at 5685 La Jolla Blvd., La
Jolla CA, 92037.  Our mailing address is 5580 La Jolla Blvd. Suite 506, La Jolla
CA, 92037-7651. Our office phone number is (619)-615-8647. We currently maintain
a website at www.necoenergy.com.

BUSINESS PLAN

     NECO  Solar  Generators   convert  free  energy  from  the  Sun  into  both
electricity  and thermal energy for  subsequent  sale at a discount below retail
rates offered by local utilities. The one-time infrastructure  construction cost
for NECO  Solar  Generators  is the same as,  or lower  than  energy  production
facilities.  Fossil fuel fired or nuclear  fired  plants must  purchase and burn
fossil  fuels  or bury  spent  nuclear  fuels.  NECO  Solar  Generators  do not.
Absolutely  nothing is created from NECO Solar  Generators  except clean,  cheap
energy. NECO operations are socially and  environmentally  correct besides being
economic.  If comparing the technologies  used within NECO Solar Generators with
normal  flat-plate  one-Sun solar arrays;  (1) NECO systems require one half the
space, (2) generate electricity and thermal energy 30% longer during the day due
to it's patent-pending dual-axis tracking and (3) is able to convert more of the
Sun's  available  energy  per  square  foot  into  electricity  than  any  other
manufacturer known to NECO Management  throughout the world, due to the 500 to 1
high concentration and patent-pending  dual-axis  tracking.  (4) In Management's
view,  the NECO Solar  Generator  is the only Solar  Generator in the world that
also captures  thermal energy at the same time as it is generating  electricity.
(5) Rankine  Cycle  turbine  technology,  now in the final  development  stages,
enables the stored thermal  energy to be converted  into  electricity on demand,
twenty four hours a day, seven days a week.

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     The Company's office in La Jolla,  California represents the base to expand
the market for NECO Solar  Generators into California,  Illinois,  New York, New
Jersey,  Pennsylvania,  Florida and other states that have subsidies.  The State
and Federal solar subsidies are in the form of rebates and tax credits. With the
help of the various solar incentive  programs,  NECO will be able to develop the
economies of scale to penetrate and compete in these energy markets.  The NECO's
planned  marketing  program involves direct consumer  contracts by strategically
placing  sales  representatives.  One approach is NECO offering each Customer an
Energy  Purchase  Agreement  ("EPA") at a 20% discount from local utility retail
rates for the first five-year term. The second five-year term offers energy at a
30% discount from local retail utility prices. The Customer will also be offered
a Purchase Option for the Solar Generator at the end of the second term.

     NECO has a Technology  License  Agreement with MegaWatt Energy  Corporation
("MEC").  (See exhibit 10.4) Tor Ewald recently resigned as Vice President and a
Director of MEC yet  currently  owns 8% of MEC. Mr. Ewald is also  Secretary and
Treasurer of NECO and owns 81.3% of NECO. Mr. Frank  Dostalek,  President of MEC
is on the  Advisory  Board  of  NECO.  MEC and  NECO  are  separate  arms-length
operating  companies.  Other than Mr. Ewald and Mr.  Dostalek,  each company has
different officers,  directors and operating personnel. The relationship between
MEC and NECO is outlined in the Technology License Agreement.  MEC manufacturers
advanced  proprietary  designs  specifically  for the use by NECO (herein  after
referred to as NECO Solar  Generators).  Further,  NECO has effectuated sales of
solar inventory parts to MEC for the production of these generators.  These High
Concentration  Photovoltaic  ("HCPV") dual-axis tracking  Electro-Thermal  Solar
Generators  operate more hours during the day and produce more  electricity  per
square foot than stationary  flat-plate  solar modules.  The MEC technology also
enables  NECO  Solar  Generators  to  produce  thermal  energy at the same time.
Thermal  energy  may be  used  for  processing  heat or to  generate  additional
electricity on demand for locations without utility grids.

     NECO will  install  and service  NECO Solar  Generators  at each  location.
Although  MEC Solar  Generators  designed  specifically  for  NECO,  come with a
preliminary  five-year  unlimited  warranty,  NECO  will  offer  extended  Solar
Generator  warranties  from  date of  installation  to  entities  that  elect to
purchase.

     MEC provides NECO with 40% factory  financing.  This,  along with potential
government  incentives,  enables NECO to finance a  substantial  number of Solar
Generator installations.

     NECO's  operating  overhead is at a minimum when  compared to other typical
energy producers because NECO Solar Generators  convert free energy derived from
the Sun into electric and thermal  energy.  Other forms of  conventional  energy
production, including fossil fuel and nuclear power plants, must purchase fossil
and nuclear fuels. And, in the case of nuclear power plants, the cost of nuclear

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waste  disposal  must also be included  in  operating  overhead.  In the case of
fossil fuels,  the cost of pollution  reduction and abatement must be calculated
in the final cost of the electricity.

     To date,  MEC's  generators  are in the final stages of  development.  Upon
completion, NECO hopes to install generators by January 2nd, 2003.

EXECUTIVE SUMMARY

     New Energy Corporation  ("NECO") draws on more than twenty years of work in
renewable energy, along with prevailing  conditions and opportunities now facing
the energy  marketplace.  The global energy crisis,  and more  specifically  the
energy market dysfunction within the United States, is caused by the fluctuating
prices  of oil and gas.  Energy  has  become  a  commodity.  High  Concentration
technology  for  solar  energy  has  been  developed  to a point  that it is now
commercially  viable and  competitive  with other  sources of energy.  NECO will
market and sell High Concentration  Photovoltaic  ("HCPV") Solar Electro-Thermal
Generators,  as well as sell electricity and thermal energy at prices discounted
from utility  rates.  NECO systems have the ability to produce  electricity  and
thermal energy in the form of hot water. NECO systems have a dual-axis  tracking
system  allowing  them to receive more direct  sunlight in the course of the day
than any other existing  photovoltaic system. NECO Solar Generators also utilize
highly efficient high concentration solar chips which are only a fraction of the
size of one-Sun  (stationary)  flat plate solar cells and produce  substantially
more energy.

     Due to new emission standards for greenhouse gases,  together with electric
blackouts in several parts of the U.S.A.,  government subsidy programs have been
instituted to help develop the market for renewable energies. NECO has created a
strategy to augment the consumer's ability to take advantage of these government
subsidies and lower the cost of the solar generators to very affordable  prices.
This will  ultimately  bring the world energy  independence  while saving needed
capital and resources.

OVERVIEW

     Recent OPEC policies reduce oil supplies in order to maintain the price per
barrel to around $25.00.  Since  conventional  large scale  electric  production
facilities  require and consume  fossil fuels,  electricity  prices are directly
affected  by the  price  of oil and  gas.  Attention  has  been  focused  on the
dependency  of foreign oil for our energy needs.  Federal and State  governments
are implementing  programs for at least five years to reduce that dependency via
the  implementation  of  renewable  energy  projects.  (See  Energy  Foundation,
National  Energy  Policy  Fact  Sheet:  Utility  Energy  Efficiency  Programs  -
www.ef.org/national/FactSheetUtility.cfm).  The  California  Consumer  Power and
Conservation  Financing Authority ("CPA") has scheduled 3,500 MegaWatts of power
generation    infrastructure    during    the    next    five    years.    (See:
www.capowerauthority.ca.gov/EnergyResourceInvestmentPlan/main.asp).  The City of
San Francisco  just passed their  initial $100 Million  bonding for solar energy
infrastructure.  Rebates are now available from the States of California ($4,500
per kW),  Illinois,  New  Jersey  and New York  ($6,000  per  kW).  The  Federal

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government  allows a Solar Tax Energy Credit of 10% as a credit against  amounts
due  the   IRS.   California   also   has  a  15%   Solar   Tax   Credit   (See:
http://www.californiasolarcenter.org/incentives.html).     These    and    other
incentives make long term renewable energy production  feasible and commercially
viable. NECO systems, in some cases are already viable without incentives, since
they produce two kinds of energy.  The return on investment  for NECO systems is
much faster than any other  photovoltaic  system.  NECO Solar Generators produce
more  electricity  than similar  priced or higher priced  flat-plate  stationary
solar  arrays.  They also  generate  thermal  energy used for process heat or to
generate  additional  electricity  on demand from the  company's  Rankine  Cycle
turbine. By having additional energy generated, the savings increase. Therefore,
more money is available for debt servicing of financed  capital  equipment.  The
ability to generate  electric  and thermal  energy  provides  the  Customer  the
advantage  of  reducing  the  cost of  energy  as well as  offsetting  potential
blackouts.

     NECO's Energy Purchase  Agreements (EPA) provides  Customers  (residential,
commercial,  industrial,  institutional,  etc.) a contract  to save 20% on their
existing  electric  and hot water costs during the first  five-year  term. A 30%
savings  over the second  five-year  term along with an Option to  Purchase  the
Solar  Generator at a residual value at the end of the second  five-year term is
available.

     On February 7, 2002, NECO entered into an amended Energy Purchase Agreement
with Andrew M. Martin  Company,  Inc.,  of Gardena,  California,  to provide the
company with High Concentration Photovoltaic ("HCPV") Solar Energy for a 10-year
term. The contract  includes a 300kW HCPV generator  system,  to be delivered by
the third quarter of 2002.  Such agreement was amended on March 5th, 2002.  (See
exhibit 10.2)

COMPETITION

     The market for solar  electric power is intensely  competitive.  We believe
this market will continue to be intensely competitive.

     There are only two other  companies which produce  dual-axis  tracking high
concentration  solar generators that are known competitors:  (1) ENTECH of Texas
and (2) AMONIX of California. Both of these companies provide high concentration
photovoltaic  systems  that  track  the  Sun.  (See:   www.entechsolar.com   and
www.amonix.com). These two companies manufacture HCPV solar collectors, however,
the dual-axis NECO Solar Generator differs substantially, (see the Company's web
page www.necoenergy.com), from these two as well as from other solar arrays. The
reason  Entech and Amonix are the only two  companies  besides the Company which
have HCPV dual axis tracking is that high concentration dual axis tracking is an
emerging sector of the photovoltaic solar industry.

     The  proprietary  Dual-Axis  Tracking  system allows the HCPV generators to
track the sun as it moves across the sky whereby the Sun's rays are continuously
facing the generators at a 90 degree angle of incidence.

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     One-Sun flat plate solar cells normally found with non-tracking  arrays are
made of Silicon and achieve a maximum  efficiency  of 15%. A maximum of only 15%
of the available electricity can be converted from the Sun's available energy by
use of one-Sun  flat plate  solar  panels.  Flat  plates are  mounted in a fixed
position and can only obtain  their  maximum  efficiency  when the Sun is almost
directly  perpendicular  to them.  This  reduces  their  time  period of maximum
production  efficiency.  One-Sun flat plate solar panels do not produce  thermal
energy. NECO Solar Generators  concentrate sunlight by focusing very high energy
content light onto a small area.

     NECO Solar  Generators  have the advantages of (1) dual-axis  tracking that
enables the Solar  Generator to track the Sun  year-round  from sunup to sundown
and  (2) at the  same  time  produce  both  electric  and  thermal  energy.  The
significant  advantage of the NECO HCPV Dual Axis Tracking Solar  Generator over
the one-Sun  flat plate solar panels is that NECO Solar  Generators  co-generate
electric  and thermal  energy  simultaneously  and provide  over 50% more system
efficiency.  There are two reasons for this: (1) NECO Solar  Generators are able
to capture 30% more daily Sun hours which directly  relates to 30% more delivery
of electricity  and (2) by capturing and  delivering  thermal  energy.  The NECO
Solar Generator  produces this additional thermal energy and in so doing obtains
almost twice the amount of income (or savings) from the same piece of equipment.
In addition,  NECO Solar  Generators  also possess the capability to convert the
thermal  energy into electric  energy with a Rankine  Cycle  turbine  sub-system
add-on. This is unavailable via one-Sun solar panels. The net economic result is
that a NECO Solar  Generator fully pays for itself within less than one half the
periods as other forms of  renewable  energy  systems.  Fossil  fuel  generators
require  substantially  more time to achieve a  break-even  point.  The on-going
requirement  to purchase  fuels to feed these  fossil fuel  generators  is not a
requirement of NECO Solar Generators. The low profile, low weight NECO HCPV Dual
Axis Tracking systems are efficient and cost effective, especially when compared
to traditional energy production generators.

     In order to  produce  electricity,  utilities  require  and  consume  large
quantities  of fossil  fuels.  Energy  prices to utility  customers are directly
related to oil and gas  prices  and these  prices  constantly  fluctuate.  Other
factors include plant maintenance,  energy loss over long distance  distribution
grids and overhead.  Each NECO system is fuel free,  because it receives  energy
from an eternal source,  the Sun. NECO systems  require minimum  maintenance and
because they are installed on the customers' property, energy losses are reduced
to a negligible  factor,  thus not  affecting  the final energy  price.  "Energy
losses"   described  herein  refer  to  losses  attributed  to  line-loss  while
distributing  electricity  from the central  electric  production  plant (like a
hydroelectric  damn; oil, gas, coal fired or nuclear  facility) to the end user.
In the case of the Los Angeles Dept. of Water and Power;  they have a coal-fired
plant in Delta,  Utah. There is an approximate 20% line-loss of power from Delta
to L.A.

     Other losses include step-down transformers. It is easier and more economic
to send high voltage through the grid and to thereafter convert  (transform) the
energy  from 12 kV or higher to the normal  110 volts,  220v or 480v used by the
majority of utility  customers.  This process  also  contributes  to  additional

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losses.  Energy is  converted  from  sunlight  into direct  current  (DC) and is
processed through an Inverter into alternating current (AC) for local use. These
inverter losses are insignificant when compared to losses from the grid.

MATERIALS AND PRINCIPLE SUPPLIERS

     NECO,  through  its  Technology  License  Agreement  with  MegaWatt  Energy
Corporation  ("MEC"),  benefits from MEC's  relationships with its suppliers and
subcontractors.  MEC of  California,  the  manufacturer  of  High  Concentration
Photovoltaic  Dual Axis  Tracking  Solar  Electro-Thermal  Generators  has Solar
Generator  models  uniquely  designed  specifically  for NECO.  The supplier and
subcontractor agreements include:

1.   The Energy  Corporation  of Mexico,  a  subcontractor  of  MegaWatt  Energy
     Corporation,  providing low cost materials and labor for the fabrication of
     Solar Generator sub-systems and structures.
2.   Spectrolab of California,  a 100% owned subsidiary of Boeing which produces
     gallium arsenide HCPV chips used in NECO Solar Generators.
3.   SunPower Corporation of California, which produces specialized HCPV silicon
     chips used in NECO Solar Generators.
4.   Fresnel  Optics  and 3M  Corporation  both  produce  Fresnel  lenses  which
     multiply and focus the Suns energy on the HCPV solar chips.

MANAGEMENT

     NECO management and advisory team has a breadth and depth of experience and
is committed to the long-term  objective of developing a world-wide platform and
market for the NECO Solar  Generator  product line. The executives and technical
support team are the core  scientists  and engineers that  originally  developed
HCPV Solar chips and have in their business  history,  manifested the skills and
abilities that are incumbent for a business plan with the scope and dimension of
NECO to succeed.

     THE NECO MANAGEMENT TEAM INCLUDES:

1.   John McDonald,  President/Director:  Since 1986, Mr. McDonald has served as
     Sales and Marketing  Director of several  sector-leading  corporations with
     emerging products and services. BS, Marketing, University Nevada Reno.

2.   Matt Rogers,  Vice-President/ Director: For the period 1995 to present, Mr.
     Rogers  has  served  in  positions  for  Business  Development  of  several
     financial  institutions  including  City National  Bank,  Imperial Bank and
     Silicon Valley Bank. BA - International  Relations;  MBA - Finance, Brigham
     Young University 1992.

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3.   Tor  Ewald,  Secretary/  Director:  Since  1990,  Mr.  Ewald has  served in
     consulting  positions for several  alternative-renewable  energy  companies
     including The Energy Company of Mexico and MegaWatt Energy Corporation.  BA
     Economics UCSD.

     THE ADVISORY TEAM INCLUDES:

1.   Frank Dostalek:  Formerly  Photovoltaic  Director,  Electric Power Research
     Institute (EPRI),  Palo Alto and responsible for the development funding of
     High Concentration Silicon Solar Cells.

2.   David Boylin,  Ph.D.:  Chief Engineer for Rankine Cycle turbine and thermal
     systems.

3.   Wai Ping Li: Chief Engineer for HCPV solar chip manufacturing.

4.   William  Wong,  Ph.D.:  Chief  Engineer for computer  tracking  systems and
     electronics.

5.   Bennet Kaye: Chief engineer for Inverter manufacturing.

6.   John Sedlak: Chief Engineer in charge of chemical engineering.

MAJOR CUSTOMERS

     NECO's  marketing  strategy  is  to  focus  upon  residential,  commercial,
industrial  and  institutional  customers,  thus not  depending  on a few  major
customers.

     The Company's marketing plan is headed in two directions:

A. HCPV Electro-Thermal Solar Generator Product Line: The proprietary model NECO
Solar Generator product line is provided by MegaWatt Energy Corporation  through
a  Technology  License  Agreement.  (These  product  types  consist of three (3)
Residential Solar Generators- ranging from 2.5 kW to 5.5 kW with installed costs
between $30,000 and $70,000;  three (3) Commercial Solar Generators ranging from
35 kW to 100 kW with installed costs between  $290,000 and $1 million;  four (4)
Industrial Solar Generators  ranging from 250 kW to 5MW between $2.5 Million and
$37.5 Million and; four (4) Utility Scale Solar Generators  ranging from 50MW to
1 GigaWatt.  The price difference of each size category  reflects the savings in
infrastructure  under  which the Solar  Generators  are  installed;  along  with
savings due to manpower,  mobilization  of installation  equipment,  permits and
electric  hook-up costs and fees.  The Company is poised to expand its Agreement
with MEC for the proprietary  model NECO HCPV Solar Generator product line which
is  designed  to achieve  high-dollar-volume  distribution.  The U.S.  marketing
blueprint is designed to utilize existing government subsidies.

B. NECO plans to focus primarily on installing Solar Generators in the states of
California,  Illinois, New Jersey and New York to take advantage of the existing
government  subsidies,  which subsidies  should finance the installation of such
units.  Sales of NECO  HCPV  Solar  Generators  in  regions  without  government

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subsidies  may be  completed  using  lease  financing.  It is  planned  that the
Customer  will be  provided  a  five-year  lease with NECO and will enter into a
Shared Savings Agreement with NECO. The NECO marketing  blueprint is designed to
shift the focus  during  2005  toward  utility-scale  installations.  Management
foresees the cessation of government subsidies for alternative  renewable energy
occurring within  approximately  five years, at which time HCPV Solar Generators
will have matured within the scale of economics for the marketplace.

C. Electric and thermal energy:  Through  implementation  of the Energy Purchase
Agreement (EPA), NECO will provide electricity and thermal energy (hot water) to
its Customers.  The Agreement  provides the customer energy at a 20% discount of
the local utility prices over a preliminary  five-year term. A 30% discount over
a  second   five-year   term  and  the  Option  to   Purchase   the  HCPV  Solar
Electro-Thermal  Solar Generator for the residual value of the system at the end
of that second term.

CURRENT CONTRACTS

     MegaWatt Energy Corporation  assigned to NECO, by reference of a Technology
License  Agreement with MegaWatt  Energy  Corporation,  a Purchase Order Sale to
Distributive  Power Systems  ("DPS") of a collective  group of Solar  Generators
entailing four (4) MegaWatts of HCPV Electro-Thermal  Solar Generators priced at
$36,000,000. (See Exhibit 10.3) Distributive Power Systems is a start-up Company
in the business of selling power. This raises concern as to DPS's ability to pay
for the generators pursuant to the contract. (See "Risk Factors")

     NECO has amended its previous Energy Purchase  Agreement with Andrew Martin
Corporation  to  increase  the size from 220 kW to 300 kW priced at  $2,850,000.
(See Exhibit 10.2).

     To date,  MEC's  generators  are in the final stages of  development.  Upon
completion, NECO hopes to install generators by January 2nd, 2003.

                                  RISK FACTORS

FUTURE TECHNOLOGY MAY DECREASE NECO'S COMPETITIVE ADVANTAGE

     New and  different  technology(s)  may be  invented  by others  to  cheaply
generate  electric and thermal  energy and which may have  infrastructure  costs
lower  than the  Company.  This may cause  demand for NECO  Solar  Generator  to
decrease or cease altogether.

RELATIONS BETWEEN THE UNITED STATES OF AMERICA AND MEXICO MAY BECOME TENSE

     The  governments of the U.S.A.  and Mexico could become  estranged  causing
NAFTA  regulations  to be  invalidated.  Therefore  low  cost  labor  from  Baja
California for portions of the NECO Solar Generators could be increased. If this

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were to occur,  the price of the Company's  Solar  Generators  would rise,  thus
reducing potential profit margins.

STATES MAY NOT ALLOW THE COMPANY TO OBTAIN CERTAIN REBATES OR TAX INCENTIVES AND
THE SOLAR GENERATORS MAY NOT BE APPROVED FOR INSTALLATION

     Certain state regulations  mandate that solar equipment must be approved by
nationally  accredited  testing  organizations.  These  organizations  do not at
present  have  protocols  in  place  which  enable  them to test  the MEC or MEC
produced NECO Solar  Generators due to the technology being so new. If the Solar
Generators  are not approved by these  organizations,  some states may not allow
the company to obtain certain rebates or tax incentives and the Solar Generators
may not be approved for installation.  Although the Solar Generators used by the
Company have received  approval from the Los Angeles  Department of Building and
Safety and comply with Rule 21 of the California  Public  Utilities  Commission,
there  may  be  certain  locations  where  these  Solar  Generators  may  not be
installed.

LACK OF ENOUGH SOLAR CHIPS TO PRODUCE SOLAR GENERATORS

     At this time, the Company does not manufacture  its own solar chips.  There
are only two companies in the world known to management capable of manufacturing
these chips.  If, for some reason,  due to extreme  natural  causes or corporate
restructure  or if either of these chip  manufacturing  companies  are unable to
fulfill solar chip orders,  NECO Solar  Generators would only be able to produce
thermal energy,  thus  substantially  limiting the potential  revenues,  until a
suitable new source became available.

     Spectrolabs,  the 100% owned  subsidiary  of Boeing  providing  the Company
solar chips used within its Solar  Generators,  may cease operations for various
reasons,  including  earthquake  (as it is  situated  in Sylmar,  CA),  or other
natural or economics factors outside its control; thereby causing the Company to
rely only upon the remaining  SunPower  company for the volume of chips required
to meet pending and projected demand.

NO ASSURANCE OF OPERATING PROFITS

     While  NECO's  executive   management   provides  it  with  experience  and
recognition in the alternative-renewable  energy business, NECO has no operating
history as it is currently  structured.  Because of the nature of NECO business,
and its lack of  operating  history  under  its  current  structure,  historical
results  of  operations  may not be  indicative  of future  financial  operating
results and future financial  performance is unknown.  There is no assurance the
company will show operating profits.

                                       9
<PAGE>
NECO IS DEPENDENT UPON THE EXPERIENCE AND KNOWLEDGE OF ITS KEY PERSONNEL

     The  operations  of NECO will  depend to a great  extent on the efforts and
expertise of the company's  executive officers,  directors and  advisory/support
staff. A change in key personnel could impact company viability.

NECO IS DEPENDENT UPON ITS RELATIONSHIP WITH MEGAWATT ENERGY CORPORATION

     NECO is dependent  upon MegaWatt  Energy for supplying the Company with its
solar  generators.  If, for any reason,  this  relationship  should  cease,  the
Company would be placed in a very adverse position.

     The  majority of the top  executives  of the Solar  Generator  manufacturer
MegaWatt  Energy  Corporation  are  pilots  and  if  one  or  more  were  to  be
unfortunately  involved in an aircraft collision or accident, it would cause the
Company's ability to manufacture Solar Generators to be severely compromised.

NO EMPLOYMENT CONTRACTS

     NECO has no employment contracts with any individuals who can be classified
as  management.  The  Company  carries  no key  man  insurance  on any of  these
individuals,  although  Tor  Ewald  is the  majority  shareholder  of  NECO.  In
addition, it is not anticipated that the Company will maintain key man insurance
with any of its senior management or other employees,  although the Company,  in
its  discretion,  may enter into  employment  contracts with such  management or
employees in the future, as it deems appropriate.

MANAGEMENT OWNS ENOUGH SHARES TO CONTROL SHAREHOLDER VOTES

     Tor Ewald,  an Executive  Officer and Director of NECO,  beneficially  owns
approximately  81.3% of the outstanding  common stock. Mr. Ewald will be able to
exercise his controlling interest over matters requiring  stockholder  approval,
including  the  election of  directors  and the  approval of material  corporate
matters.  The  effects  of such stock  ownership  could be to delay or prevent a
change of control of NECO unless the terms are approved by such shareholder.

ISSUANCE OF ADDITIONAL COMMON STOCK WILL REDUCE INVESTOR'S PERCENTAGE OWNERSHIP

     The future issuance of all or part of the remaining authorized common stock
could result in a substantial reduction in the percentage of NECO's common stock
held by its  then  shareholders,  including  purchasers  of the  shares  offered
herein.  No vote of the  shareholders is required for the issuance of additional
common  stock or the issuance of preferred  stock.  NECO may  determine to issue
common stock for future acquisitions,  or other items, or may sell shares of its
common stock at a price lower than the price paid by any purchaser hereof.  Such
issuance  may have the effect of  diluting  the value of the shares  held by its
then  shareholders  and might  have a  material  adverse  effect on any  trading

                                       10
<PAGE>
market,  providing  a  trading  market  remains  in  effect  for  the  company's
securities.

ABSENCE OF CASH DIVIDENDS

     The Board of Directors  does not  anticipate  paying cash  dividends on the
Shares for the  foreseeable  future and intends to retain any future earnings to
finance the growth of the company's business. Payment of dividends, if any, will
depend, among other factors, on earnings, capital requirements,  and the general
operating  and  financial  condition  of  NECO,  and  will be  subject  to legal
limitations on the payment of dividends out of paid-in capital.

THERE IS A LIMITED MARKET FOR NECO'S SECURITIES

     NECO's stock is currently  traded on the Other OTC,  otherwise known as the
"Grey Market". NECO securities are not listed on any stock exchange or quoted on
the Pink  Sheets or the  OTCBB.  Other OTC trades  are  reported  to the NASD so
investors can track price and volume,  however bids and offers are not collected
in a central spot so best execution of orders is difficult.

THE  COST OF  TRADITIONAL  ENERGY  SOURCES,  SUCH AS OIL AND  NATURAL  GAS,  MAY
DECREASE MAKING SOLAR ENERGY LESS BENEFICIAL

     The cost of oil and gas may go down considerably.  A low cost form of these
traditional sources of energy may reduce the economic advantage of solar energy.

EXISTING TAX INCENTIVES MAY BE REDUCED OR CEASE TO EXIST

     The existing tax incentives  offered by the Federal and State  governments;
along with state  government  rebate programs may be lobbied out of existence or
expire  without being  renewed;  therefore  causing the Company the inability to
easily finance its Solar Generators.

NET METERING MAY CEASE TO EXIST

     Net Metering  regulations  in various States may cease to exist thereby not
enabling the Company's Solar Generators to be connected to the grid.

     Net Metering regulations:
http://www.nationalwind.org/resources/windrel/netstate.htm  Electricity produced
from renewable sources may exceed the amount of electricity used by the location
where the Solar Generator is installed.  If this occurs, the excess energy is in
essence  "banked"  into the local  utility grid for later use and the meter runs
backwards.  When the sun goes down and  electricity is no longer produced by the
Solar Generator, electricity is delivered by the grid and the meter runs normal.
At the end of the billing period, if the amount of electricity  delivered by the
grid exceeds that delivered by the Solar Generator,  the utility is paid for the

                                       11
<PAGE>
number of kiloWatt hours it has delivered. If more electricity is delivered into
the grid than used by the  Customer,  the utility does not pay, and nor does the
Customer.

FRESNEL LENS MANUFACTURERS MAY CEASE TO BE MANUFACTURED

     Fresnel  Optics  and/or 3M  Corporation  who supply  Fresnel  lenses to the
Company for its Solar Generators may cease manufacture; thus causing the Company
to only rely upon its parabolic reflector type Solar Generators as its sole type
Solar Generator.  This would  substantially  impact the effectiveness of the MEC
generators.

NECO'S SOLAR PARTS INVENTORY IS NOT INSURED

     NECO's solar parts  inventory,  once  assembled,  is capable of producing 2
MegaWatts  of energy per hour.  Should such parts be  destroyed  or ruined by an
unforeseen  event,  the majority of NECO's  assets will be depleted  since these
parts are not uninsured.

ONE OF NECO'S MAJOR CONTRACTS MAY NOT BE FULFILLED DUE TO THE START-UP NATURE OF
THE PURCHASING COMPANY.

     NECO,  pursuant to a Technology  License  Agreement  with  MegaWatt  Energy
Corporation,  has a Purchase Order Sale to Distributive Power Systems ("DPS") of
a collective  group of Solar  Generators  entailing  four (4)  MegaWatts of HCPV
Electro-Thermal  Solar  Generators  priced  at  $36,000,000.   However,  DPS  is
considered a start-up  company  which  raises  doubt as to the DPS's  ability to
fulfill its contract with NECO.

ITEM 2. DESCRIPTION OF PROPERTY

     NECO  maintains  their  offices at 5685 La Jolla  Boulevard,  La Jolla,  CA
92037.  The  Company  holds a lease  for the  term of one  year  with  one  year
renewable, the lease having commenced on February 1, 2002. (See exhibit 10.1)

     NECO has a number  of solar  parts as  inventory.  These  solar  parts  are
currently stored in a warehouse in Tijuana, Mexico.

ITEM 3. LEGAL PROCEEDINGS

SEC LITIGATION

     On January 18th,  2002, the Securities and Exchange  Commission (the "SEC")
temporarily  suspended  trading of the Company's  stock for a 10 day period.  On
February 1st, 2002, the Commission  filed a complaint  against the Company,  the
Company's  Secretary and Treasurer,  Tor Ewald,  Burke  Maxfield,  the Company's

                                       12
<PAGE>
former  officer and  director,  as well as other  parties that  facilitated  the
acquisition  of New Energy and various other relief  defendants  and  promoters.
(Securities and Exchange Commission v. New Energy Corp., et al. Civil Action No.
CV-02-989-MMM  (C.D.  Cal)  Copies of  complaint  can be seen at SEC's  website:
www.sec.gov.

     The Company,  and Tor Ewald,  have  entered into a final  judgment in which
they consented, without admitting or denying the allegations of the complaint to
the entry of an injunction against it from violating the federal securities laws
in the future.  Neither the Company nor Mr. Ewald, were required to pay any type
of penalty.

     The   Securities   and  Exchange   Commission  has  continued  to  schedule
depositions following the entry of final judgment. Tor Ewald, John McDonald, and
Matt Rogers have all been deposed  following  the entry of final  judgment.  The
Securities and Exchange Commission have not taken any action since the notice of
entry of final order.

AES NEW ENERGY VS. NEW ENERGY CORP.

     AES  NewEnergy  filed  suit in the  United  States  District  Court for the
Central District of California  alleging  trademark  infringement in early 2002.
(Case Number 02-00627-DDP-CTx) NECO has entered into a settlement agreement with
AES  NewEnergy,  agreeing  not  to  use  the  name  "New  Energy",  among  other
provisions.

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

     In the fourth  quarter of NECO's  fiscal year,  the  shareholders  voted to
amend the  Articles  of  Incorporation  to effect a name  change to NECO  Energy
Corporation. A copy of the amended articles is incorporated by reference in this
10KSB. The amendment was passed by written consent of a majority of shareholders
holding 16,002,000 shares or 81.3% of the class at the time of the vote.

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

Our Common Stock is currently traded on the "Other OTC", sometimes referred to
as the Grey Market under the symbol NECE. NECO is not listed on any stock
exchange or quoted on the Pink Sheets or the OTC BB. Our Company had been
trading on the OTC BB until January 18, 2002, when trading in the stock was
halted and our stock was subsequently de-listed from the OTC BB on January 28th,
2002 for failure to comply with Rule 15c-211. The following table sets forth the

                                       13
<PAGE>
quarterly high and low bid prices for our Common Stock as reported by the Pink
Sheets, LLC for the year 2001-2002. The quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission, and may not necessarily
represent actual transactions. Please note that our stock began trading under
the symbol UBGF on February 28th, 2001. We effectuated a 6 for 1 stock split on
November 18th, 2001 and began trading under our new symbol name, NECO, on
November 28th, 2001. Since the Corporate name change, the Company currently
trades under the symbol NECE.

                                 CLOSING ASK      CLOSING BID
                                 -----------      -----------
DATE                             HIGH    LOW      HIGH    LOW
----                             ----    ---      ----    ---

2001
----
Nov 28 thru Mar 30                .10    .10      None   None
Apr 2 thru June 29               .125    .05      None   None

July 2 thru Sept 28               .07    .05      None   None

Oct 1 thru Nov 28                 .07    .07      None   None

Nov 29 thru Dec 31              6.375    .01     10.05   3.75
(After a 6 for 1 split)

Following the Delisting of NECO to the Non-NASDAQ OTC or "grey market",  bid and
ask quotations  have not been quoted.  The following is a table of closing sales
for the year 2002 through April 30th, 2002

                                 CLOSING SALES
                                 -------------
2002                             HIGH      LOW
----                             ----      ---
Month Of:
JAN                                10     3.45
FEB.                                3     1.75
MAR.                                7     2.25
APR.                             8.50     6.50

As of October 9th, 2002, NECO had approximately 29 shareholders of record (not
including shares held by brokers or in street name) of the 19,677,000 shares
outstanding. NECO has never declared or paid dividends on our Common Stock

                                       14
<PAGE>
RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS

     UBIG issued  6,000,000 shares of UBIG's  restricted  common stock to UBIG's
founder,  Burke T. Maxfield,  in connection  with UBIG's  organization  in April
2000.  The shares were issued for  consideration  consisting of $10,000 cash and
the  assignment  of Mr.  Maxfield's  right,  title and interest in and to UBIG's
Software.  The  securities  issued in the foregoing  transaction  were issued in
reliance  on  the  exemption  from  registration  and  the  prospectus  delivery
requirements of the Securities Act of 1933, as amended (the  "Securities  Act"),
set forth in Section  3(b) and/or  Section  4(2) of the  Securities  Act and the
regulations promulgated thereunder.

     Pursuant to the  Acquisition  Agreement  with New Energy  Corporation,  Tor
Ewald,  the Company's  Secretary and Director,  was issued  1,667,000 pre -split
shares. (The shares were subsequently  forwarded 6 for 1). The securities issued
in the  foregoing  transaction  were issued in reliance  on the  exemption  from
registration and the prospectus  delivery  requirements of the Securities Act of
1933,  as amended  (the  "Securities  Act"),  set forth in Section  3(b)  and/or
Section 4(2) of the Securities Act and the regulations promulgated thereunder.

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

This report 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. Actual results and events could differ materially from those projected,
anticipated,  or implicit, in the forward-looking  statements as a result of the
risk factors set forth below and elsewhere in this report. With the exception of
historical matters,  the matters discussed herein are forward looking statements
that involve risks and uncertainties.

     The following  discussion  should be read in conjunction with the financial
statements  of the  Registrant  and notes  thereto  contained  elsewhere in this
report.

                                       15
<PAGE>
BUSINESS STRATEGY

     On November 18, 2001,  UBETIGOLF Inc. executed an agreement to acquire 100%
of the issued stock of New Energy  Corporation.  New Energy Corporation became a
wholly owned  subsidiary  as of the date of closing.  The existing  officers and
directors of the Company  appointed John McDonald,  Matt Rogers and Tor Ewald as
Directors of the Company and resigned  effective the closing of the transaction.
The Company has been transacting business under the name, New Energy Corporation
("NECO"). The Company had since changed its name to NECO Energy Corporation.

     The Company plans to sell the energy  produced to host  customers that sign
multiple five (5) year Energy Purchase Agreements (EPA's).  The Company plans to
collect  free  sunlight  and hopes to earn income from host  customers  who will
receive a 20%-35%  discount of delivered  energy  rates when  compared to retail
utility prices for  electricity  and thermal  energy.  The Company  additionally
develops  funding sources to fulfill host customer orders for Solar  Generators.
The Company may sell Solar Electro-Thermal Generators in lieu of selling energy.

     HIGH CONCENTRATION PHOTOVOLTAIC ("HCPV") SOLAR GENERATOR PRODUCT LINE: HCPV
Solar Generators  utilize miniature  1/4"-square  concentrator  gallium-arsenide
solar chips that yield between 15 and 20 Watts electric  energy per chip.  There
are two types of solar electric/thermal  generators offered by the Company - one
that reflects  sunlight and one that refracts  sunlight.  The reflection  system
houses the solar chips in a mirrored  parabola that reflects the sunlight onto a
string of solar chips mounted on a cooling channel - which is how thermal energy
is also collected.  The refraction system utilizes a Fresnel lens to concentrate
the Sun's rays - up to 500 times - onto a string of solar  chips  mounted on the
cooling channel. A Dual Axis Tracking system enables the HCPV Solar Generator to
receive  perpendicular  solar radiation  producing energy 30% more hours per day
and at a higher rate of energy  production per hour than  stationary  (fixed) or
non-tracking systems.

     The NECO  product  line  consists of 14 systems.  3  Residential  Systems -
ranging from 2.5kW to 5.5kW, 3 Commercial  Systems - ranging from 25kW to 100kW,
4 Industrial  Systems - ranging from 250kW to 5MW and 4 Utility  Scale Systems -
ranging from 50MW to 1,000MW (1 GigaWatt).

     NECO purchases its  proprietary  HCPV Solar  Generators from its Technology
Licensor,  MegaWatt Energy Corporation.  NECO has a Technology License Agreement
with MegaWatt Energy for a proprietary NECO HCPV Solar Generator product line

                                       16
<PAGE>
     Under terms of the License  Agreement,  NECO fulfills  customer orders on a
partial  up front  payment  from  funding  sources,  which are  guaranteed  100%
recovery of payment via in-place government rebates.

     The balance of the payment is deferred based on equipment  sales,  lease or
energy  purchase  revenues that are derived from  Customers.  NECO  sells/leases
solar generators or both electric and thermal (where  applicable)  energy to the
Customer and disburses a portion of the realized revenues to the funding sources
and to pay its Technology Licensor/Manufacturer, MegaWatt Energy Corporation for
factory financing.

     Currently, the Company's HCPV Solar Generator provider is in the process of
manufacturing   solar  generator   systems  to  fulfill   initial   installation
requirements.  The Company  owns an  inventory  consisting  of  component  parts
inventory to produce enough HCPV Solar  Generators to generate over 2 MegaWatts.
The Company has interest  from a number of  Customers  to purchase  electric and
thermal energy  contingent upon the installation of HCPV Solar  Generators.  The
Company  is in the  process  of  developing  funding  sources  to  complete  the
installation of Solar  Generators at the sites under contract.  These funds will
be raised through various financial arrangements including federal and state tax
incentives, state rebates and revenue participation programs.

EMPLOYEES

     The Company has three  employees,  John McDonald,  President;  Matt Rogers,
Vice-President  and Tor Ewald,  Secretary/Treasurer.  The Company  utilizes  the
services of MegaWatt Energy Corporation  engineers as per the Technology License
Agreement  to  assist  with  business  development,  financial  development  and
business strategy.

RESULTS OF OPERATIONS

     Since the date of the  acquisition of New Energy  Corporation,  the Company
began  engaging  in start-up  operations  including  organizational  activities,
capital  acquisition,  promotional  and  sales  efforts  and  initial  equipment
deployment.  HCPV  solar  generator  systems  have  been  ordered  for five host
Customer sites for installation.  Existing  contracts  include:  (A) 4 MegaWatts
ordered from MEC by Distributive  Power Services  ("DPS") which were assigned to
NECO; (B) 300 kW for Andrew Martin Corporation. To date, MEC's generators are in
the  final  stages  of  development.  Upon  completion,  NECO  hopes to  install
generators by January 2nd, 2003.

                                       17
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     Operating  expenses  average $15,000 per month and have been paid from cash
reserves.  The Company hopes to arrange  additional  financing through a private
placement  offering in the upcoming year.  Management is also communicating with
several  funding  sources,   utilizing  government  tax  incentive  and  subsidy
programs,  for the placement of HCPV Solar Generators at host customer sites. In
the  event  this  offering  is not  sold or  completed,  capital  resources  for
operations  and  production is expected to be provided by  short-term  financing
derived from the State and municipal buy-down (rebate)  programs.  Various solar
rebate  applications  have  been made and are  currently  being  processed.  The
interim  short-term  financing is  available  from  several  sources,  including
leasing companies, subject to financial statements provided by Customers.

     In the event the Company is not able to achieve requisite equity funding it
seeks, in part or whole,  management is of the view that Company-owned inventory
will be utilized to fulfill Customer orders, and will generate adequate retained
earnings to finance NECO for market penetration and expansion. However, there is
no assurance that the Company will be able to sell this  inventory,  or that the
revenues  generated  from  the  sale of such  inventory  will be  sufficient  to
maintain the Company as a going concern.

     On August 14th of this year,  NECO entered into a share purchase  agreement
with Pride of Aspen Associates,  LLC., an Idaho limited liability  company,  for
the purchase of 500,000 shares of restricted  stock at two dollars per share for
a total purchase  price of one million  dollars.  ($1,000,000.00).  (See Exhibit
10.5) The agreement is spread out over a 9 month period,  with  installments  of
$100,000 per month for delivery of 50,000 shares of restricted  stock.  Pursuant
to the  agreement,  $100,000 was paid upon closing to NECO.  The shares have not
yet been issued or delivered  but the Company plans  complete this shortly.  The
Company is currently  waiting for the next payment  under this  agreement.  Upon
completion of this agreement,  the Company plans to use the proceed of this sale
to cover the purchase price and installment costs of placing the generators. The
fact  that  that  Pride of Aspen  Associates,  LLC has  failed  to make the past
payments as agreed raises doubt as to whether this  agreement  will be fulfilled
and the funding completed.

ADDITIONAL RISK FACTORS

In the  event  the  Company:  (a)  fails  to make  delivery  of its  HCPV  Solar
Generators in a timely manner;  (b) is unable to access adequate funding sources
to fulfill  partial up front payments for Customer  orders;  or, (c) realizes an
unforeseen  market or  technological  advent;  the  Company may find itself in a
liquidity and capital  resource crises from which it cannot recover and, (d) The
Parts  Inventory  is not  insured.  The  Solar  Parts  Inventory  is stored in a
warehouse in Mexico.  The facility has personnel  working  during the day and is
guarded 24 hours a day.  The  warehouse  is made of cement and metal and the raw
materials  used to create the Parts  Inventory  are  silicon,  steel,  ceramics,
various types of metal wire and metal casings. Although the warehouse is located
on an  escarpment  above the majority of Tijuana,  high rain may cause damage to
some of the Inventory.  Fire may also cause damage to the Inventory. The effects
of one or both of these occurrences,  or any other unforeseen event, would cause
the Company to purchase  additional  parts  inventory and components in order to
have  manufactured  and delivered Solar  Generators for sale or for installation
and subsequent sale of energy to Customers.

                                       18
<PAGE>
ITEM 7. FINANCIAL STATEMENTS

                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                        FOR THE PERIOD SINCE INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002

                                    CONTENTS

                                                                            Page
                                                                            ----

Independent Auditors' Report                                                 F-1

Financial Statements:
  Consolidated Balance Sheet                                                 F-2
  Consolidated Statement of Operations                                       F-3
  Consolidated Statement of Stockholders' deficit                            F-4
  Consolidated Statement of Cash Flows                                       F-5
  Notes to Consolidated Financial Statements                          F-6 - F-16
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
NECO Energy Corporation
La Jolla, California

We have  audited  the  accompanying  consolidated  balance  sheet of NECO Energy
Corporation and Subsidiary,  as of April 30, 2002, and the related  consolidated
statements of operations,  stockholders'  deficit, and cash flows for the period
from  inception on  September  24, 2001 to April 30,  2002.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  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 audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial position of NECO
Energy  Corporation  and Subsidiary as of April 30, 2002,  and the  consolidated
results of its  operations  and its cash flows for the period from  inception on
September 24, 2001 to April 30, 2002 in conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial  statements,  the Company has  incurred  net losses from
operations,  sustained  negative  cash flows from  operations  and has  negative
working capital.  These conditions raise  substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note 1. The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
September 10, 2002

                                      F-1
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   CONSOLIDATED BALANCE SHEET - APRIL 30, 2002

                                     ASSETS

CURRENT ASSETS:
  Cash                                                                 $  2,955
  Inventory                                                              12,000
                                                                       --------

          Total current assets                                         $ 14,955

OTHER ASSET                                                               1,578
                                                                       --------

                                                                       $ 16,533
                                                                       ========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                $ 45,344
  Advances from related party                                            23,000
  Loans from officer - stockholder                                        1,523
                                                                       --------

            Total current liabilities                                  $ 69,867

Commitment and contingencies (See Note 4)                                    --

STOCKHOLDERS' DEFICIT:
  Preferred stock; $0.001 par value, 5,000,000 shares authorized
    none issued or outstanding                                               --
  Common stock; $0.001 par value, 100,000,000 shares
    authorized, 19,677,000 shares issued and outstanding                 10,000
  Additional paid-in capital                                                 --
  Deficit accumulated during development stage                          (63,334)
                                                                       --------

          Total stockholders' deficit                                   (53,334)
                                                                       --------

                                                                       $ 16,533
                                                                       ========

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

                                      F-2
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENT OF OPERATIONS

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002


REVENUE                                                            $         --

COST OF REVENUE                                                              --
                                                                   ------------

GROSS PROFIT                                                                 --

GENERAL AND ADMINISTRATIVE EXPENSES                                      63,334
                                                                   ------------

LOSS FROM OPERATIONS BEFORE
  PROVISION FOR TAXES                                                   (63,334)

PROVISION FOR TAXES                                                          --
                                                                   ------------

NET LOSS                                                           $    (63,334)
                                                                   ============

NET LOSS PER COMMON SHARE -
  basic and diluted                                                $      (0.00)
                                                                   ============

WEIGHTED AVERAGE COMMON EQUIVALENT SHARES OUTSTANDING -
  basic and diluted (post six for one stock split)                   19,677,000
                                                                   ============

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

                                      F-3
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002

<TABLE>
<CAPTION>
                                                                                                       Deficit
                                                                                                      accumulated
                                     Preferred stock              Common stock          Additional    During the
                                -------------------------   -------------------------     paid-in     development
                                   Shares        Amount        Shares        Amount       capital        stage          Total
                                -----------   -----------   -----------   -----------   -----------   -----------    -----------
<S>                             <C>           <C>           <C>           <C>           <C>           <C>            <C>
Shares issued at inception on
  September 24, 2001                     --   $        --    10,002,000   $    10,000   $        --   $        --    $    10,000

Shares issued in connection
  with reverse merger
  (see Note 1)                           --            --     9,675,000            --            --            --             --

Net loss                                 --            --            --            --            --       (63,334)       (63,334)
                                -----------   -----------   -----------   -----------   -----------   -----------    -----------

Balance at April 30, 2002                --   $        --    19,677,000   $    10,000   $        --   $   (63,334)   $   (53,334)
                                ===========   ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>

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

                                      F-4
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002


CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
  Net loss                                                             $(63,334)

  ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH PROVIDED BY
    (USED FOR) OPERATING ACTIVITIES:
      Increase in inventory                                              (2,000)
      Increase in accounts payable and accrued expenses                  45,344
      Increase in other asset                                            (1,578)
                                                                       --------

        Net cash used for operating activities                          (21,568)
                                                                       --------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
  Advances from related party                                            23,000
  Loan from officer                                                       1,523
                                                                       --------

    Net cash provided by financing activities                            24,523
                                                                       --------

NET INCREASE IN CASH                                                      2,955
CASH, beginning of period                                                    --
                                                                       --------

CASH, end of period                                                    $  2,955
                                                                       ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                                               $     --
                                                                       ========
  Cash paid for taxes                                                  $     --
                                                                       ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
  FINANCING ACTIVITY -
    During September 2001, inventory valued at $10,000 (cost basis) was
    contributed by the principal shareholder to the Company for 10,002,000
    shares of common stock (post six for one stock split).

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

                                      F-5
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     BASIS OF PRESENTATION:

          PRINCIPLES OF CONSOLIDATION

          The  accompanying   consolidated   financial  statements  include  the
          accounts of UBETIGOLF,  Inc., incorporated under the laws of the State
          of Utah on April 25, 2000 ("UBET") and its 100% owned subsidiary, NECO
          Energy Corporation ("NECO"), formerly known as New Energy Corporation,
          incorporated  under the laws of the State of  California  on September
          24, 2001. The accompanying consolidated financial statements have been
          prepared in accordance with accounting  principles  generally accepted
          in the United States of America. All material  inter-company  accounts
          and transactions have been eliminated in consolidation.

          REORGANIZATION

          On November  18, 2001,  UBETIGOLF,  Inc.  entered into an  Acquisition
          Agreement ("the  Acquisition")  with New Energy  Corporation,  whereby
          UBET  issued  10,002,000  new shares of its  restricted  common  stock
          (1,667,000  pre six for one  stock  split)  or 50.8% of its  shares in
          exchange   for  100%  of  the   outstanding   common   stock  of  NECO
          (collectively  the "Company").  Concurrent with the  Acquisition,  the
          sole  shareholder  of  NECO  purchased   6,000,000  shares  of  UBET's
          previously issued and outstanding  common stock (1,000,000 pre six for
          one stock split) from a  shareholder  of UBET,  bringing the principal
          shareholder's  controlling  interest  to 81.3% of  UBET's  outstanding
          common stock. As a result of the Acquisition,  the shareholder of NECO
          obtained  control of UBET and according to FASB 141, this  Acquisition
          has been treated as a recapitalization for accounting  purposes,  in a
          manner  similar  to  reverse   acquisition   accounting.   Immediately
          following  the  Acquisition,  UBET  changed  its  name  to New  Energy
          Corporation  and  then to NECO  Energy  Corporation.  The  Company  is
          currently doing business as NECO Energy Corporation

          Prior to the agreement,  UBET  transferred its golf software asset and
          cash to the previous president of UBET and as consideration, cancelled
          30,000,000  (5,000,000  pre six for one  stock  split)  common  shares
          previously issued to the former president.

          In accounting for this transaction:

               i)   NECO is deemed to be the purchaser and surviving company for
                    accounting  purposes.   Accordingly,   its  net  assets  are
                    included  in the  balance  sheet  at their  historical  book
                    values;

               ii)  Control of the net assets and  business of UBET was acquired
                    effective  November  18,  2001.  This  transaction  has been
                    accounted for as a purchase of the assets and liabilities of
                    UBET by NECO. The historical cost of the net assets acquired
                    was $0.

                                      F-6
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     BASIS OF PRESENTATION, CONTINUED:

          GOING CONCERN AND MANAGEMENTS PLAN OF OPERATIONS

          The Company has limited  operations  and continues to be a development
          stage  company.  The Company has also been part of an SEC inquiry (see
          Note 4). The accompanying  consolidated financial statements have been
          prepared  assuming that the Company will continue as a going  concern.
          As shown in the accompanying  consolidated  financial statements,  the
          Company has incurred net losses from  operations,  sustained  negative
          cash flows and has negative working capital,  which raises substantial
          doubt about the  Company's  ability to  continue  as a going  concern.
          Accordingly,   the  Company  is  dependent  upon   management   and/or
          significant  shareholder  to  provide  sufficient  working  capital to
          preserve the integrity of the corporate entity at this time. It is the
          intent of management and significant shareholder to provide sufficient
          working  capital  necessary  to support and  preserve the Company as a
          going concern.  Management is currently initiating their business plan
          and in the process of raising additional capital.

          The consolidated  financial statements do not include any adjustments,
          relating to the recoverability and  reclassification of recorded asset
          amounts and  classifications  of  liabilities  that might be necessary
          should the Company be unable to continue its existence.

     THE BUSINESS:

          The Company is currently  preparing its operations to produce electric
          and thermal energy from Solar  Generators  that are  manufactured by a
          related party service provider (see Note 2). The Company will sell the
          energy   produced  to  host  customers   that  sign  energy   purchase
          agreements.  The Company will  collect  free  sunlight and earn income
          from host  customers who will receive a 20% to 35% discount off retail
          utility  rates  for  electricity  and  thermal  energy.   The  Company
          additionally  plans to obtain funding sources to fulfill host customer
          orders for solar  generators  and will lease  and/or  sell these solar
          generators.

     DEVELOPMENT STAGE ENTERPRISE:

          The Company is a development  stage enterprise as defined by Statement
          of Financial  Accounting  Standards  ("SFAS") No. 7,  "Accounting  and
          Reporting by Development  Stage  Enterprises." The Company is devoting
          substantially  all of its present efforts to research and development,
          and its  principal  operations  have  not yet  commenced.  All  losses
          accumulated  since  inception  have  been  considered  as  part of the
          Company's development stage activities.

                                      F-7
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     USE OF 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  financial  statements  and the
          reported amounts of revenue and expenses during the reporting  period.
          Actual results could differ from those estimates.

     CASH:

          EQUIVALENTS

          For purposes of the statement of cash flows, cash equivalents  include
          all highly liquid instruments with original maturities of three months
          or less which are not securing any corporate obligations.

          CONCENTRATION

          The Company  maintains  its cash in bank deposit  accounts  which,  at
          times,  may exceed  federally  insured  limits.  The  Company  has not
          experienced any losses in such accounts.

     INVENTORY:

          Inventory, consisting of solar energy parts, is stated at the lower of
          cost or market using the first-in,  first-out method  ("FIFO").  As of
          April 30, 2002, the  majority-stockholder has contributed inventory to
          the Company.  In accordance with Staff Accounting Bulletin No. 48, the
          Company  valued  the  transaction  at the  shareholder's  cost  of the
          inventory which totaled $10,000.

          The  inventory  is stored in a related  party  warehouse  facility  in
          Tijuana,  Baja California.  The warehouse  facility is not responsible
          for loss of any kind to the  Company's  inventory.  As of  October  8,
          2002, the Company has not insured its inventory.

     FAIR VALUE:

          Unless otherwise indicated, the fair values of all reported assets and
          liabilities which represent financial  instruments,  none of which are
          held  for  trading  purposes,  approximate  carrying  values  of  such
          amounts.

                                      F-8
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF:

          The provisions of Statement of Financial  Accounting  Standards  Board
          No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
          Long-Lived  Assets to be Disposed of" requires that long-lived  assets
          and  certain  identifiable  intangibles  be  reviewed  for  impairment
          whenever events or changes in circumstances indicate that the carrying
          amount of an asset may not be recoverable. Recoverability of assets to
          be held and used is measured by a comparison of the carrying amount of
          an  asset  to  future  net  undiscounted  cash  flows  expected  to be
          generated by the asset.  If such assets are considered to be impaired,
          the impairment to be recognized is measured by the amount by which the
          carrying  amounts of the assets  exceed the fair values of the assets.
          Assets to be  disposed of are  reported  at the lower of the  carrying
          amount or fair value less costs to sell.

     STOCK-BASED COMPENSATION:

          The   Company   accounts   for   stock-based   employee   compensation
          arrangements   in  accordance   with  the   provisions  of  Accounting
          Principles  Board  Opinion  No. 25,  "Accounting  for Stock  Issued to
          Employees"  and complies with the  disclosure  provisions of SFAS 123,
          "Accounting for Stock-Based Compensation".  Under APB 25, compensation
          cost is  recognized  over the vesting  period based on the excess,  if
          any,  on the date of grant of the fair value of the  Company's  shares
          over the  employee's  exercise  price.  When the exercise price of the
          employee  share  options  is less  than  the fair  value  price of the
          underlying  shares on the grant date,  deferred stock  compensation is
          recognized   and  amortized  to  expense  in   accordance   with  FASB
          Interpretation  No.  28 over  the  vesting  period  of the  individual
          options.  Accordingly, if the exercise price of the Company's employee
          options equals or exceeds the market price of the underlying shares on
          the date of grant, no compensation  expense is recognized.  Options or
          shares awards issued to  non-employees  or non-employee  directors are
          valued  using the fair  value  method  and  expensed  over the  period
          services are provided.  As of April 30, 2002, the Company did not have
          any stock option plans and did not have any options outstanding.

     OTHER COMPREHENSIVE LOSS:

          The Statement of Financial Accounting Standards Board No. 130 requires
          companies to report all  components of  comprehensive  income in their
          financial statements,  including all non-owner transactions and events
          which impact a company's  equity,  even if those items do not directly
          affect net loss.  Comprehensive  loss is  comprised  of net loss,  and
          accordingly, no statement of Comprehensive Loss is presented.

                                      F-9
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     NET LOSS PER SHARE:

          Basic net loss per share is determined by dividing the net loss by the
          weighted average shares of Common Stock outstanding during the period.
          Diluted net loss per share is  determined  by dividing the net loss by
          the  weighted  average  shares of Common  Stock  outstanding  plus the
          dilutive  effects of stock options and warrants.  There were no common
          equivalent shares for the period since inception on September 24, 2001
          to April 30, 2002.

     INCOME TAXES:

          Pursuant to FASB 109,  "Accounting for Income Taxes," the Company uses
          the asset and liability  approach to measure temporary  differences in
          accounting  for  income  taxes.   Temporary   differences  arise  from
          differences  in the  timing of revenue  and  expense  recognition  for
          financial  reporting  and income tax return  purposes and are measured
          using  the  currently  enacted  tax  rates  and  laws.  The  principal
          temporary difference as of April 30, 2002 is the federal net operating
          loss  carryforward  of $63,334,  which if not utilized,  will start to
          expire in 2022.  A deferred  asset has been  included  in the  balance
          sheet as of  April  30,  2002  and  offset  by a  valuation  allowance
          account,  because  its  utilization  does not appear to be  reasonably
          assured.

     RECENT ACCOUNTING PRONOUNCEMENTS:

          On June 29, 2001, SFAS No. 141, "Business  Combinations," was approved
          by the Financial Accounting  Standards Board ("FASB"),  which requires
          that the  purchase  method  of  accounting  be used  for all  business
          combinations  initiated  after June 30,  2001.  Goodwill  and  certain
          intangible  assets  will  remain  on  the  balance  sheet  and  not be
          amortized.  On an annual  basis,  and when  there is reason to suspect
          that their values have been diminished or impaired,  these assets must
          be tested  for  impairment,  and  write-downs  may be  necessary.  The
          Company  did not have a  material  impact to the  Company's  financial
          position or results of operations from the adoption of this statement.

                                      F-10
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     RECENT ACCOUNTING PRONOUNCEMENTS, CONTINUED:

          On June 29,  2001,  SFAS  No.  142,  "Goodwill  and  Other  Intangible
          Assets",  was approved by the FASB,  which changes the  accounting for
          goodwill from an amortization  method to an impairment-only  approach.
          Amortization of goodwill, including goodwill recorded in past business
          combinations,  will cease upon adoption of this statement. The Company
          did not have a material impact to the Company's  financial position or
          results of operations from the adoption of this statement.

          In August 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset
          Retirement  Obligation."  SFAS No. 143 is  effective  for fiscal years
          beginning after June 15, 2002, and will require  companies to record a
          liability for asset retirement obligations in the period in which they
          are  incurred,  which  typically  could be upon  completion or shortly
          thereafter.  The FASB  decided to limit the scope to legal  obligation
          and the liability will be recorded at fair value. The Company does not
          expect  the  adoption  to  have a  material  impact  to the  Company's
          financial position or results of operations.

          In October  2001,  the FASB issued SFAS No. 144,  "Accounting  for the
          Impairment  or  Disposal  of  Long-Lived  Assets."  SFAS  No.  144  is
          effective  for fiscal years  beginning  after  December  15, 2001.  It
          provides  a  single  accounting  model  for  long-lived  assets  to be
          disposed of and replaces SFAS No. 121  "Accounting  for the Impairment
          of  Long-Lived  Assets and  Long-Lived  Assets to Be Disposed Of." The
          Company does not expect the adoption to have a material  impact to the
          Company's financial position or results of operations.

          In April  2002,  the FASB issued  SFAS No.  145,  "Rescission  of FASB
          Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
          Technical  Corrections."  SFAS No. 145 rescinds SFAS No. 4, "Reporting
          Gains and Losses from  Extinguishment  of Debt," and an  amendment  of
          that Statement,  SFAS No. 64, "Extinguishments of Debt Made to Satisfy
          Sinking-Fund   Requirements,"   and  SFAS  No.  44,   "Accounting  for
          Intangible  Assets of Motor  Carriers." This statement amends SFAS No.
          13, "Accounting for Leases," to eliminate an inconsistency between the
          required  accounting for sale-leaseback  transactions and the required
          accounting for certain lease  modifications that have economic effects
          that are similar to sale-leaseback transactions.  The Company does not
          expect  the  adoption  to  have a  material  impact  to the  Company's
          financial position or results of operations.

                                      F-11
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     RECENT ACCOUNTING PRONOUNCEMENTS, CONTINUED:

          In June 2002,  the FASB  issued SFAS No.  146,  "Accounting  for Costs
          Associated  with Exit or Disposal  Activities".  SFAS No. 146 requires
          companies  to  recognize  costs   associated  with  exit  or  disposal
          activities  when  they  are  incurred  rather  than  at the  date of a
          commitment to an exit or disposal  plan, as previously  required under
          Emerging   Issues  Task  Force  ("EITF")  Issue  94-3.  A  fundamental
          conclusion  reached by the FASB in this  statement is that an entity's
          commitment to a plan, by itself,  does not create a present obligation
          to others that meets the definition of a liability.  SFAS No. 146 also
          establishes  that fair value is the objective for initial  measurement
          of the  liability.  The provisions of this statement are effective for
          exit or disposal  activities  that are  initiated  after  December 31,
          2002. The Company  believes that this SFAS will not have a significant
          impact on its results of operations or financial position.

(2)  RELATED PARTY TRANSACTIONS:

     The Company has related party  transactions  with  officers,  directors and
     other related parties as follows:

     RELATED PARTY ACTIVITIES

     Pursuant to the Acquisition  (see Note 1), the majority  shareholder of the
     Company  contributed   inventory  parts  at  cost  basis  to  the  majority
     shareholder.  Management  believes  that the fair value of these  inventory
     parts far exceeds the carrying cost basis.

     The Company has entered into related  party sale and purchase  transactions
     with MegaWatt Energy Corporation  ("MegaWatt"),  which totaled $132,255 and
     $16,427, respectively.  These sales consisted of inventory items, including
     fresnel acrylic  concentration  lenses,  electro-thermal high concentration
     receivers and computer tracking systems to MegaWatt. The purchase consisted
     of a 1 Kilowatt  solar  generator.  The solar  generator  is  comprised  of
     similar  parts  as  those  sold  to  MegaWatt,   as  described  above.  The
     transactions,  noted above,  have been  eliminated  for these  consolidated
     financial   statement   purposes  as  the   arms-length   nature  of  these
     transactions  could not be substantiated.  An "Advances from related party"
     liability  has  been  recorded  for  $23,000  on  the  Company's  financial
     statements  representing  the net effect of the cash  payments and receipts
     made by each company.

     During the period ended April 30, 2002,  an officer of the Company was also
     a Board  Member,  Vice  President of  Marketing  and an 8%  shareholder  of
     MegaWatt.  Since April 30,  2002,  the  Company's  officer has resigned his
     positions as Board Member and Vice  President of Marketing of MegaWatt (see
     Note 5).

                                      F-12
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002

(2)  RELATED PARTY TRANSACTIONS, CONTINUED:

     JOINT MARKETING AGREEMENT

     The Company entered into a 20 year Joint Marketing  Agreement with MegaWatt
     on  November  18,  2001  whereby the  Company  will  market  certain  solar
     generators for MegaWatt.

     The agreement called for participation in the revenue as follows:

          a)   MegaWatt is to receive  60% of gross  revenues  derived  from the
               sale of any and all solar generators; and

          b)   The Company is to receive 40% of gross revenues  derived from the
               sale of any and all solar generators.

     The Joint Marketing  Agreement was terminated by mutual  agreement  between
     the   Company  and   MegaWatt   on  March  20,  2002  and   replaced  by  a
     Technology-License Agreement, noted below. As of April 30, 2002, no revenue
     was derived from the Marketing agreement.

     ASSIGNMENT AGREEMENT

     On December 20, 2001, the Company entered into an Assignment Agreement with
     MegaWatt, whereby MegaWatt has assigned Sales Purchase Orders dated June 9,
     2001 from Distributive Power Services,  LLC ("DPS") for a group of MegaWatt
     High Concentration Photovoltaic Electro-Thermal Solar Generators comprising
     a total  of four  Megawatts  for  residential,  commercial  and  industrial
     Customers  of DPS. The Company did not give up any  consideration  for this
     assignment.  Further  details  of this  agreement  can be  obtained  on the
     Company's Form 8-K/A, filed with the Securities and Exchange  Commission on
     May 15, 2002.

     TECHNOLOGY LICENSE AGREEMENT

     On March 20,  2002,  the Company and  MegaWatt  entered  into a  Technology
     License  Agreement,  which will remain in effect through December 31, 2025,
     with two  successive and equal  renewable  terms.  The  Technology  License
     Agreement provides for the following:

          a.)  MegaWatt  agrees to provide  the Company  with a 30%  discount on
               MegaWatt's standard retail sales price.  MegaWatt shall provide a
               retail price schedule on all solar generators to the Company.

          b.)  In the event that MegaWatt  utilizes any of the  component  parts
               from the Company's  inventory,  MegaWatt  agrees to reimburse the
               Company based on the appraised fair value of the inventory.

                                      F-13
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002

(2)  RELATED PARTY TRANSACTIONS, CONTINUED:

               c.)  The  Company  agrees  to  pay  MegaWatt  60%  of  MegaWatt's
                    standard retail sales price upon placement of an order for a
                    solar generator

               d.)  MegaWatt agrees to extend financing terms for the balance of
                    40% of MegaWatt's standard retail sales price. The financing
                    is to be in the  form of a  long-term  note  payable  by the
                    Company to MegaWatt.

     As of April 30, 2002, there has been no sales activity, which would require
     performance by either party, pursuant to this Technology License Agreement.
     Further  details of this  agreement can be obtained on the  Company's  Form
     8-K/A, filed with the Securities and Exchange Commission on May 15, 2002.

(3)  INCOME TAXES:

     The tax  effects of  temporary  differences  that give rise to  significant
     portions of deferred tax assets at April 30, 2002 is presented below:

          Deferred tax assets:
            Net operating loss carryforward                   $ 25,000
            Valuation allowance                                (25,000)
                                                              --------

          Net deferred tax assets                             $     --
                                                              ========

     The Company's deferred tax asset is fully offset by a valuation  allowance.
     The net change in the valuation allowance for the period since inception on
     September 24, 2001 to April 30, 2002 amounted to $25,000.  Management  will
     continue  to  assess  the  valuation  allowance  and  to the  extent  it is
     determined  that such allowance is no longer  required,  the tax benefit of
     the  remaining  net  deferred tax asset will be  recognized  in that future
     period.

(4)  COMMITMENTS AND CONTINGENCIES:

     OPERATING LEASE

     During January 2002, the Company  entered into a five-year  rental lease in
     La Jolla,  California,  for its corporate offices.  The rent is $1,578, per
     month and is subject to annual  increases  based on an  inflation  adjusted
     index formula.

                                      F-14
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002

(4)  COMMITMENTS AND CONTINGENCIES, CONTINUED:

     ENERGY PURCHASE AGREEMENT

     On January 3, 2002, the Company  entered into a Energy  Purchase  Agreement
     with Andrew M. Martin Co.,  Inc.  ("AMC")  whereby AMC wishes to avoid high
     energy costs and agrees to purchase  energy produced by the Company's solar
     electro-thermal  generating  equipment,  sub-systems,  recording meters and
     interconnect  (the "Solar  Generator") at 20% below prevailing energy rates
     charged by the local public utility company for a term of 60 months with an
     option for a second 60 month term at a 30% discount.  As of April 30, 2002,
     the Company has not  recognized  any revenue  from the  agreement.  Further
     details of this  agreement  can be  obtained on the  Company's  Form 8-K/A,
     filed with the Securities and Exchange Commission on May 15, 2002.

     SECURITIES AND EXCHANGE COMMISSION ACTION

     The  Securities  and  Exchange  Commission  ("SEC")  filed a complaint  for
     violations  of the  federal  securities  law  against  the  Company,  (also
     referred to as "NECO");  Tor Ewald, an officer and majority  shareholder of
     the  Company;  Geneva  Financial  Ltd.  ("Geneva"),  a  Nevis  corporation;
     Marcelino  Colt  ("Colt"),  a Panamanian  citizen who resides in Panama and
     Mexico and is the  President,  Secretary,  and Treasurer of Geneva;  Magnum
     Financial  Group LLC ("Magnum"),  a California  limited  liability  company
     based  in  Los  Angeles,  California,  and is a  financial  communications,
     corporate development, and financial advisory firm; Stratos Research L.L.C.
     ("Stratos"),  a financial research firm that focuses on micro-cap companies
     which    publishes    its    research    on   its    Internet    site    at
     www.stratosresearch.com  and is affiliated with Magnum.  Magnum and Stratos
     share the same address and telephone numbers.

     The SEC brought an action to stop a "pump and dump" scheme  orchestrated by
     defendant  Colt, to manipulate the market for securities in NECO. Mr. Ewald
     met  with  Colt,  who  posed  as  an  investment   banker  affiliated  with
     Panamanian-based Geneva Financial Ltd.

     The Commission  alleged that the conduct of Colt, Geneva Financial,  Ewald,
     NECO,  Manahan,  and  Magnum  violated  the  antifraud  provisions  of  the
     securities laws, and sought injunctive  relief,  disgorgement of ill-gotten
     gains,  prejudgment  interest,  and civil  penalties.  The Commission  also
     alleged  that the  third-parties  who  received the proceeds of the sale of
     NECO shares would be unjustly enriched if permitted to keep the proceeds of
     the  illegal  conduct,  and  requested  that the  Court  order  the  relief
     defendants to disgorge the monies they received. The Commission's complaint
     also alleged that Colt orchestrated the manipulative scheme,  including the
     hiring of Magnum to post a false and  misleading  buy  recommendation,  the
     distribution  of mass  e-mails or spam  containing  fraudulent  statements,
     issuing a false and misleading press release,  and placing the release onto
     NECO's website.

                                      F-15
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                      SEPTEMBER 24, 2001 TO APRIL 30, 2002

(4)  COMMITMENTS AND CONTINGENCIES, CONTINUED:

     SECURITY AND EXCHANGE COMMISSION ACTION, CONTINUED

     On  February  19,  2002,  NECO  and Mr.  Ewald  entered  into a  settlement
     agreement with the Commission. NECO and Mr. Ewald were enjoined from future
     violations of the antifraud  provisions of the  Securities  Exchange Act of
     1934, Section 10(b) and Rule 10B-5 thereunder. NECO and Mr. Ewald consented
     to the entry of the Judgments without admitting or denying the Commission's
     allegations.  Neither  NECO nor Mr.  Ewald was  required to pay any type of
     monetary penalty.

     Pursuant to the consent of other parties, the Court entered a limited asset
     freeze  against  relief  defendants  York Chandler  ("Chandler")  and Burke
     Maxfield, a former officer and director of the Company,  ("Maxfield").  The
     Court froze $82,500 of Chandler's  assets and $159,250 of Maxfield's assets
     pending the final resolution of the  commission's  action against them. The
     amounts allegedly represent ill-gotten gains from trading NECO.

(5)  SUBSEQUENT EVENTS:

     RELATED PARTY ACTIVITY

     During the period ended April 30, 2002,  an officer of the Company was also
     a Board  Member,  Vice  President of  Marketing  and an 8%  shareholder  of
     MegaWatt.  As of April 30,  2002,  the  Company's  officer has resigned his
     positions as Board Member and Vice President of Marketing of MegaWatt.

     SALE OF COMPANY COMMON STOCK

     On August 14, 2002,  the Company  entered into a Stock  Purchase  Agreement
     ("Agreement")  with Pride of Aspen  Associates,  LLC.  ("Buyer"),  an Idaho
     limited liability company,  for the purchase of up to 500,000 shares of the
     Company's  restricted  common  stock at $2 per share  for a total  purchase
     price of  $1,000,000.  The buyer may  purchase the Stock in  increments  of
     50,000 shares.

     Pursuant to the stock purchase agreement,  the Buyer has purchased $200,000
     of common stock or 100,000  shares as of October 15,  2002.  The balance of
     $800,000 is due over an additional eight-month period, with installments of
     $100,000 per month. No shares of the Company's  common stock were delivered
     to the Buyer as of September 10, 2002 (Date of the Auditor's  Report).  The
     Company plans to use the proceeds from this agreement to cover the purchase
     price and installment costs of placing revenue  generating solar generators
     into service.

     The Company  paid  $176,000 to  MegaWatt as a down  payment for  additional
     solar generators.

                                      F-16
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

On February 5th, 2002, HJ & Associates, L.L.C resigned as auditors of New Energy
Corp. HJ & Associates, L.L.C had been the auditor of UBETIGOLF, Inc. (a Utah
Corporation) prior to the acquisition of New Energy Corporation (a California
Corporation). (See 8K filed by Company on February 15th, 2002).

     The Company had  retained  the  services of  Merdinger,  Fruchter,  Rosen &
Company,  P.C.,  however  the  Company  has since  discharged  that firm and has
retained the services of  Stonefield  Josephson,  Inc.  (see 8k filed on October
15th, 2002 by Company.)

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

     The names,  ages,  and  respective  positions of the  directors,  executive
officers  and key  employees of NECO are set forth below.  The  directors  named
below will serve until the next annual meeting of NECO's  stockholders  or until
their successors are duly elected and have qualified.  Directors are elected for
a one-year term at the annual  stockholders'  meeting.  Officers will hold their
positions  at  the  will  of the  board  of  directors,  absent  any  employment
agreement,  of which  none  currently  exist or are  contemplated.  There are no
arrangements,  agreements or understandings between non-management  shareholders
and  management  under  which   non-management   shareholders  may  directly  or
indirectly  participate  in or influence the  management  of NECO.  There are no
longer any promoters of NECO. There are no current legal  proceedings  involving
the directors  NECO.  (Please see section  titled Legal  Proceedings to see past
legal proceedings).

     JOHN MCDONALD, PRESIDENT/DIRECTOR NECO: AGE: 38

John McDonald is also the President and CEO of Broadband Direct. His most recent
experience  was with the  Meyers  Group as VP of  Sales.  There he  oversaw  the
company's services to 75 of the top housing markets in the United States.  Along

                                       19
<PAGE>
with  working   with  the  top  100  builders  in  the  nation  Mr.   McDonald's
responsibilities  include  speaking  at  local &  national  industry  events  on
technology  and market  research.  He has held  management  positions in diverse
industries, including vertical market software, Internet marketing, and the real
estate  market.  He  has  had  experience  consulting  on a  broad  spectrum  of
residential  and  commercial  properties.  He has a BS in Marketing  and has 15+
years in marketing and senior management

     Meyers Group 11/2000 - 7/2001, Irvine, CA,V.P. Sales. Managed all levels of
the  TMG  sales   department.   Identified  &  developed  sales  strategies  and
implementation  process in new retail markets.  Developed  annual sales strategy
and  implementation  process -  increased  company  net  income  26%.  Increased
revenues while decreasing expenses. Participated in all strategic processes that
improved the efficiencies and marketability of products.  Coached and manage the
Directors,  Regional Sales on leadership skills. Establish clear goals and sales
expectations for Directors, Regional Sales and Account Executives.

     NewHomeNetwork.com   1/2000  -  11/2000,  a  Classified  Ventures  Company,
Chicago, IL., Director of Sales.  Responsible for all sales of Internet Services
on market sites including the increase of sales on 134 Affiliate Newspaper sites
(i.e.,  Los  Angeles  Times,  Chicago  Tribune,   Washington  Post...).  Managed
affiliate  managers,  national  sales force,  inside sales team and direct sales
efforts  nation-wide.  Spoke at local and national  events on advanced  Internet
marketing  techniques.  Experience selling to national accounts at CEO/VP level.
Developed co- branded alliances and distribution partners.  Increased sales over
45%. Implemented sales systems, CRM, budgets, sales quotas and market goals.

     HomeBuilder.com  / A  HomeStore.com  Company  1998 - 2000,  Salt Lake City,
Utah,  Division Sales Manager / Internet Marketing  Consultant.  Responsible for
all sales of  Internet  services  on market  sites (41% net income for  market).
Opened new markets with full product line.  Pre-sales  consultation  to clients.
Networked with local associations. Trade shows, customer seminar support through
presentations  & attendance.  Developed  co-branded  alliances and  distribution
partners.

     LaserMed, Inc. & ULTRACAM, 1996 - 1998, Sales Rep. International BIOLASER /
Directed Energy/ Premier Laser, 1992, 1996, VP Ion Laser Technology,  1990-1992,
Director, Sales & Marketing

MATT ROGERS, VICE-PRESIDENT/DIRECTOR NECO: AGE: 44.

     Mr.  Rogers has served in  positions  for Business  Development  of several
financial concerns.

     City National Bank, Vice President/Senior  Relationship Manager. 2000/2001.
Managed state-wide technology lending portfolio.

                                       20
<PAGE>
     Imperial  Bank  1998-2000,   V.P.  Business   Development  Emerging  Growth
Division. Managed new business development in Southern California.

     Bayview Bank, Bayview Business Credit VP Region Manager 11/96-1/98, Newport
Beach,CA.

TOR EWALD, SECRETARY/DIRECTOR NECO: AGE 36

     Since  1990,  Mr.  Ewald has served in  various  consulting  positions  for
several  alternative-renewable  energy companies including The Energy Company of
Mexico and MegaWatt Energy Corporation. BA Economics UCSD. Internacional Medical
Services,  1997-2002, sales and marketing. The Energy Company of Mexico: 1990 to
present.   Technology   Consultant  MegaWatt  Energy   Corporation:   commencing
02/2001,Vice President, Marketing.

PROMOTERS

     Geneva  Financial Ltd., a broker-dealer  domiciled in Panama City,  Panama,
served to facilitate the acquisition of the California  Corporation:  New Energy
Corporation,  by UBETIGOLF  Inc.,  the Utah  Corporation.  Additionally,  Geneva
Financial Ltd.  coordinated the appointment of Magnum  Financial Group L.L.C., a
Los Angeles based Investor  Relations  Firm.  Geneva  Financial Ltd., and Magnum
Financial  Group L.L.C.  worked with the Company for the period November 1, 2001
through  January 17, 2002.  Subsequent to January 17, 2002,  the Company  served
notice to Geneva  Financial  Ltd. to  discontinue  its services on behalf of the
Company.  Also,  the  Company  and Magnum  Financial  Group  L.L.C.  severed its
business relationship at the end of January 2002. The Company did not effect any
service fees to either Geneva  Financial Ltd. or Magnum  Financial  Group L.L.C.
Geneva Financial,  LTD and Marcelino Colt were named in the law suit by the SEC,
as was Magnum Financial Group, LLC and Magnum's  President,  Michael S. Manahan.
(See section titled Legal Proceedings)

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Section 16(a) of the Securities  Exchange Act of 1934 requires the  Registrant's
directors,  certain officers and persons holding 10% or more of the Registrant's
common stock to file reports  regarding  their  ownership  and  regarding  their
acquisitions  and  dispositions  of  the  Registrant's  common  stock  with  the
Securities and Exchange Commission. Such persons are required by SEC regulations
to furnish the Registrant with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the registrant  under Rule 16a-3(d) during fiscal 2002,  Forms 5 with respect to
fiscal 2002, and certain  written  representations  from executive  officers and
directors,  the  Registrant  is aware that Tor  Ewald,  Matt  Rodgers,  and John
McDonald inadvertently failed to file Form 3 disclosures.  These individuals are
currently in the process of preparing the necessary filings.

                                       21
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

     The  management  and  support  staff  of the  Company,  including  majority
stockholder,  Tor Ewald, are currently working without any form of compensation.
The  management  and support  staff will realize  future  compensation  upon the
occurrence of sales  revenues  converted to income and/or funding in the form of
additional paid in capital.

     There are no annuity, pension or retirement benefits proposed to be paid to
officers,  directors,  or employees of the Registrant in the event of retirement
at  normal  retirement  date,  as  there is no  existing  plan  provided  for or
contributed to by the Registrant.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain  information as of October 9th, 2002 with
respect to the  beneficial  ownership  of common stock by (i) each person who to
the  knowledge  of the Company,  beneficially  owned or had the right to acquire
more than 5% of the Outstanding  common stock, (ii) each director of the Company
and (iii) all executive offices and directors of the Company as a group.

                      Name of               Amount and Nature          Percent
Title of Class    Beneficial Owner       Of Beneficial Ownership      of class
--------------    ----------------       -----------------------      --------

Common            Tor Ewald                 16,002,000 shares           81.3%
                  5685 La Jolla Blvd
                  La Jolla CA, 92037

Common            John McDonald                     -0-                  0.0%
                  5685 La Jolla Blvd
                  La Jolla CA, 92037

Common            Matt Rogers                       -0-                  0.0%
                  5685 La Jolla Blvd
                  La Jolla CA, 92037

Common            Officers and Directors
                    as a Group.             16,002,000 shares           81.3%

                                       22
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MEGAWATT ENERGY CORPORATION ("MEC") RELATIONSHIP WITH NECO

     NECO and MEC have a Technology License Agreement (Exhibit 10.3) wherein MEC
manufacturers a proprietary model line of Solar Generators specifically designed
to NECO  requirements.  Tor Ewald,  the majority  owner of NECO,  currently owns
eight percent (8%) of MEC, and has recently  resigned as an Officer and Director
of MEC. At the time the Technology License Agreement was signed, Mr. Ewald was a
60% shareholder of MEC. Mr. Ewald has since transferred 52% of the shares he had
held in MEC to third parties.

     NECO has related party  receivables  totaling $148,682 from MegaWatt Energy
Corporation.  This was derived from the sale of certain  solar energy  inventory
parts  to  MegaWatt.   Though  the  Company  believes  these  transactions  were
arms-length in nature, the Company's auditors have eliminated these transactions
from the  consolidated  financial  statement based on their  assessment that the
arms-length nature of the transactions could not be substantiated.

     Further,  the  Company  recently  entered  into a purchase  agreement  with
MegaWatt  concerning  the  purchase  of  30  five  kilowatt  high  concentration
photovoltaic  electro-thermal generators at a price of one million three hundred
fifty thousand ($1,350,000.00) dollars. (See Exhibit 10.6.)

     For each of the  transactions  noted above, the transaction was negotiated,
on the part of the Registrant,  on the basis of what is in the best interests of
the Registrant and its  shareholders.  In addition,  in each case the interested
affiliate did vote in favor of the transaction or abstained  entirely;  however,
the full board of directors  did make the  determination  that the terms in each
case were as favorable as could have been obtained from non-affiliated parties.

     Certain of the officers  and  directors  of the  Registrant  are engaged in
other businesses,  either individually or through  partnerships and corporations
in  which  they  have an  interest,  hold an  office,  or  serve  on a board  of
directors.  As a result, certain potential conflicts of interest,  such as those
set forth above with the transactions,  may arise between the Registrant and its
officers and directors. The Registrant will attempt to resolve such conflicts of
interest  in  favor of the  Registrant  by  carefully  reviewing  each  proposed
transaction to determine its fairness to the Registrant and its shareholders and
whether the proposed terms of the transaction are at least as favorable as those
which could be obtained from independent  sources. The officers and directors of
the Registrant are accountable to it and its shareholders as fiduciaries,  which
requires that such  officers and directors  exercise good faith and integrity in
handling the Registrant's  affairs. A shareholder may be able to institute legal
action on behalf of the  Registrant  or on behalf of itself and other  similarly
situated  shareholders  to recover  damages or for other  relief in cases of the
resolution of conflicts is in any manner prejudicial to the Registrant.

                                       23
<PAGE>
SHARE PURCHASE

Following the acquisition of New Energy  Corporation,  Tor Ewald,  the Company's
Secretary and Director,  entered into a private share  purchase  agreement  with
Burke Maxfied,  the Company's  former Officer and Director for the purchase of 6
million post split shares.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

2.1       Acquisition  Agreement with New Energy  Corporation  (Incorporated  by
          Reference on Company's Form 8-K filing of 12/03/2001).

3.1       Articles of  Incorporation.  (Incorporated  by  reference on Company's
          Form SB-2 filing of 6/9/2000).

3.2       Amended  Articles  of  Incorporation  (Incorporated  by  reference  on
          Company's Form 8-K filing of 12/03/2001).

3.3       Bylaws  (Incorporated  by reference  on Company's  Form SB-2 filing of
          6/09/2000).

3.4       Amended  Articles  of  Incorporation  (Incorporated  by  reference  on
          Company's Form 8-K filing of 5/30/2002).

10.1      Lease between New Energy  Corporation and La Jolla  Apartment  Center,
          LLC.  (Incorporated  by  reference  on  Company's  Form 8K/A filing of
          5/15/2002).

10.2      Energy Purchase  Agreement with Andrew M. Martin Co.  (Incorporated by
          reference on Company's Form 8K/A filing of 5/15/2002)

10.3      Assignment  Agreement  between  MegaWatt  Energy  Corporation  and New
          Energy Corporation.  (Incorporated by reference on Company's Form 8K/A
          filing of 5/15/2002).

10.4      Technology   License   Agreement  with  MegaWatt  Energy   Corporation
          (Incorporated by reference on Company's Form 8K/A filing of 5/15/2002)

10.5      Stock  Purchase  Agreement  with the Pride of Aspen dated August 14th,
          2002.

10.6      Invoice for Generators with MegaWatt Energy dated August 1st, 2002.

99.1      Sarbanes-Oxley Certification of Financials

                                       24
<PAGE>
                                   SIGNATURES

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

                                        NECO ENERGY CORPORATION.


                                        /s/ Tor Ewald
                                        ----------------------------------------
                                        By: Tor Ewald, Secretary
                                        Date: November 18, 2002


                                        /s/ Matt Rogers
                                        ----------------------------------------
                                        By: Matt Rogers, Vice President
                                        Date: November 18, 2002


                                        /s/ John McDonald
                                        ----------------------------------------
                                        By: John McDonald, President
                                        Date: November 18, 2002

                                       25