**U.S. SECURITIES AND EXCHANGECOMMISSION**

**Washington, DC 20549**

 

**FORM 10-KSB**

 
| **(Mark One)**                                                                                                                                                                                        |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                  |
| **ý****Annual report under  Section 13 or 15(d) of the Securities Exchange Act of 1934**                                                                                                         |
|                                                                                                                                                                                                  |
| **For  the fiscal year ended December 31, 2002**                                                                                                                                                      |
|                                                                                                                                                                                                  |
| **o****Transition report under  Section 13 or 15(d) of the Exchange Act**                                                                                                                             |
|                                                                                                                                                                                                  |
| **For  the transition period from               to               ** |
|                                                                                                                                                                                                  |
| **Commission  file number    333-84558**                                                                                                                                          |

 

**EQUINE NUTRACEUTICALS, INC.**

(Exact Name of SmallBusiness Issuer as Specified in Its Charter)

 

| **Nevada**                                                       |   | **80-0008997**                          |
|------------------------------------------------------------------|--------|-----------------------------------------|
| (State or Other  Jurisdiction of  Incorporation or Organization) |   | (I.R.S.  Employer)  Identification No.) |
|                                                             |   |                                    |
| **19  Benthaven Place, Boulder, CO**                             |   | **80305**                               |
| (Address of  Principal Executive Offices)                        |   | (Zip Code)                              |
|                                                             |   |                                    |
| **(877)  263-1740**                                              |
| (Issuer’s  Telephone Number, Including Area Code)           |

 

Securitiesregistered under Section 12(b) of the Exchange Act:

 

| **Title Of  Each Class** |   | **Name Of  Each Exchange  On Which Registered** |
|--------------------------|--------|-------------------------------------------------|
|                     |   |                                            |

 

**None**

Securitiesregistered under Section 12(g) of the Exchange Act:

 

**CommonStock, $.001 par value**

(Title of Class)

 

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

Yes  ý  No  o

 

Check if there is nodisclosure of delinquent filers in response to Item 405 of Regulation S-B isnot contained in this form, and no disclosure will be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-KSB or any amendment tothis Form 10-KSB.  o

 

 

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The issuer’s revenues forits most recent fiscal year is $ -0-

 

At the present time, theIssuer is not listed on any exchange as a publicly traded company.  Accordingly, there is presently no marketvalue for the registrant’s voting stock.

 

At May 15, 2003, therewere 13,205,100 shares of the Issuer’s common stock at a par value of $.001issued and outstanding.

 

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**ForwardLooking Statements**

 

In addition to historicalinformation, this Annual Report on Form 10-KSB may contain forward-lookingstatements that involve a number of risks and uncertainties, including thosediscussed below.  While this outlookrepresents management’s current judgment on the future direction of thebusiness, such risks and uncertainties could cause actual results to differmaterially from any future performance suggested below.  Readers are cautioned not to place unduereliance on the forward looking statements, which speak only as of the date ofthis Annual Report.  The Companyundertakes no obligation to publicly release any revisions to forward-lookingstatements to reflect events or circumstances arising after the date of thisdocument.  References in this AnnualReport on Form 10-KSB to “ENI” and the “Company” are to Equine Nutraceuticals,Inc.

 

**PART I**

 

**Item 1.****                                                           Descriptionof Business**

 

**Summary of ENI’s Business and Products**

 

ENI was incorporated inthe State of Nevada on December 12, 2001. We are presently considered a development stage company in that we havehad no operations to date.  At this timewe are in the research phase of our business plan for the development and marketingof nutritional supplements for the horse industry.

 

Our research anddevelopment efforts will be concentrated in four major categories.  These categories will include the deliverysystem (i.e., pill, liquid, powder, other), palatability (taste, texture,form), efficacy (how effective is the product on equine health), and maladyspecific formulas with multiple ingredients to custom address certain problems(joint disorder, colic, immune depletion). These supplements will be custom designed for the three major equinecategories according to the U.S. Department of Agriculture that is industrial(police, farming), recreational (eastern riding, jumping, dressage, westernriding, rodeo, quarter horses, harness horses) and racing.

 

As a development stage company,we will be conducting staff research, locating and securing veterinarians toact as consultants and researchers.  Weplan to investigate and evaluate which university will best serve

 

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our products’ specificneeds.  We will also review laboratoriesand supplement manufacturing facilities so as to narrow the product categories.

 

**Current Research Phase**

 

Our current researchphase is being directed toward our principal products, which are four equine supplements.  At this time we have completed the researchand development for two products.  Thesetwo completed supplements, which are described below are the immune enhancementsupplement and the joint formula supplement. Our first supplement is an immune enhancement, which will contain 21separate vitamins and minerals.  Theexact formula will be trademarked.  Itcontains 4 herbal additions exclusive to ENI, which are procured fromGuatamala.

 

The second supplement isa sterile mare supplement.  This productis being crafted to serve the prenatal and postnatal needs of mares especiallythose used only for breeding.  In bothcases the uniqueness of these and our other products is to be found in thepotency of the dosages.  Currently, noequine supplements include the number of ingredients and the higher levels ourresearch is indicating needs to be done. Additionally, the mare formula, unlike any current formulas, is beingcreated to be used in three stages.  Ourresearch indicates that efficacy is greatly enhanced with a careful pre, duringand post administration.  No currentsupplements on the market address this.

 

Our third supplement is acolic/ulcer formula.  The uniqueness ofthe formula lies in the discovery that colic is only now being understood to becorrelated with stress.  The stress feltby stalled and performance animals, while observed, has rarely been addressedas the prime cause of several debilitating diseases, primary among what iscommonly referred to as colic, which in only the last two years has begun to beunderstood as having a deeper root that is really an ulcerated and bacteriaproblem.  ENI is creating a stressformula including Guatmalan herbs which we believe will greatly relieve thisuniversal problem.

 

The fourth supplement isa joint formula, which also contains several unique and proprietary traceminerals that our research has indicated is an essential addition to thecurrent popular formulas.

 

Future research will alsotake place in phases and will be directly correlated with the perfecting ofcurrent products and the introduction of the aforementioned products on aquarterly and/or yearly basis.

 

The research used todevelop the two finished products and the two

 

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products in developmentis fundamentally the same.  Ten people,Marianne Sun (her experience in the people vitamin industry), Stephanie Marcuma practicing pharmacist, nutritionist, barn owner and horse owner, Julie Young,Farrier/blacksmith for 26 years, (she is also an American Farriers AssociationCertified Journeyman), Rebecca D. Armstrong, DVM Ph. D. of Purdue University,Dr. John Hunt DVM owner of Hunt Farms and a practicing veterinarian, NancyKleiner, horse trainer, barn manager, Dressage Silver and Bronze medalist aswell as USDF Judge and USDF certified instructor, Gary Gordon, Equine Massagetherapist and horse owner and competitor, have been consulting together for thepast year.  During these discussions,various combinations of supplements to be used for equines were broughtforward.  Sometimes these consisted ofusing existing formulas, which had been added to or subtracted from.  As various combinations emerged, they were thenused on the horses owned, trained or ministered to.

 

The two completed formulas,Immune Enhancement and the Joint Formula were developed first specificallybecause all of the above eleven parties concluded that general poor nutritionand health is the most pressing issue facing equines today.  The second most pressing issue is that ofthe equines joint disorders.

 

While all of theseparties agreed that there appeared to be some decent immune and joint productson the market, they knew from first hand and direct use and exposure that whilethere seemed to be some benefit to the horses when they were consistently fedthese products, it also appeared to be not as dramatic as projected.  To that end, they then developed a veryconcentrated immune formula and joint formula.

 

It was also observed thatpart of the reason that the efficacy of the current products seemed weak wasbecause of the high degree of difficulty in consistently getting the animals toeat and or digest the product with enough frequency and thoroughness.  Additionally, in order to be sure an animalgets the total dosage on a regular basis, it was very labor intensive.  Wealthier barns could afford to hire therequisite number of barn helpers to either intubate (deliver by syringe) orhand force feed.

 

While these techniquesare effective, they are not realistic for all barns, certainly not for verylarge facilities of over 100 horses or barns that have limited resources.  It was therefore decided to createsupplements of higher potency that only needed to be given once a day.  The delivery system then became the mostimportant part of the process.  Throughtrial and error, we developed our signature and proprietary delivery system.

 

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This delivery system hassucceeded in creating a product that feels like the texture of a carrot, smellslike a carrot and crunches like a carrot. Almost all horses will eat on their own either a carrot, a sugar cube oran apple.  The immune product and jointproduct have these carrot like characteristics.  They can be set into the animals feed bucket or on the ledge ortheir stall.  These products have ashelf life of 24 hours so that a barn employee can leave it in any horse stallwhile it may be out being trained or in pasture and the animal will eat it uponreturn.  These products will reducelabor costs and insure the animals get the correct amount consistently everyday because they like the taste, texture and smell.

 

ENI believes that thisprocess is revolutionary in nature.  Twohundred (200) horse were used in our research. While it is already commonly agreed that supplementing the animals isvery beneficial, the challenge has always been how to get the animal to taketheir supplements consistently without a lot of labor involved.  This self delivery system answered theproblem.  Over a four (4) month periodthese 200 horses eagerly took their supplements perceiving them to be either acarrot or a cube of sugar.  Ms. Kleinersupervised the administration of the products and her and her various staffersmonitored how and when the animals consumed their vitamins.

 

We discovered that theanimals needed no prompting, nor did they need to have the product handed tothem.  All but two (2) of the 200 horseseagerly awaited their supplements and in a few weeks began to look for them atwhat they perceived was the regular set time for distribution.  The two horses who did not voluntarilychoose their supplement from the stall ledge or out of the feed bucket were inone case determined to be very high maintenance, requiring all sorts ofpersonally administered services and in the other case, the animal wasdetermined to be a behavior challenge who had trouble voluntarily eating itsregular feed.

 

The results of this studyhave convinced ENI that our delivery system and the unique taste and texture ofthese supplements will provide the average horse owner and barn manager aneffective, efficient and cost effective way to bolster equine health.  This approach will also provide an effectivedelivery system for future products that will deal with more specific equinemaladies.

 

Dr. Hunt is the leadveterinarian along with Stepanie Marcum who has conducted the research.  This veterinarian has easy and ample accessto the types of vitamins, minerals, and herbs we use.  He is adept at formula

 

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combinations and heutilizes his practice facilities to combine and create what is needed.

 

With respect to theresearch conducted on the two products that have not yet been completelydeveloped, these same veterinarians and experienced personnel are conductingthe same type of research and protocol with respect to the two products thathave been completed.

 

It is too early on withrespect to this research to have yielded specific formulas or results.  The research is ongoing with respect tothese two products.

 

**Qualified Veterinarian and Research Facilities for ProductDevelopment**

 

At this time, ENI hasestablished a working relationship with Rebecca D. Armstrong, DVM, Ph. D. ofPurdue University.  Also at this time,ENI has finished creating two of the initial four products as set forth in ourbusiness plan.  Both of theseveterinarians are currently helping us develop our first four products.

 

We have also establisheda relationship with ABCO Labs of Fairfield, California and HSS Logistics, afulfillment center located in Tempe, Arizona. ABCO Laboratories will be preparing our formulas and will ship them inbulk to HSS Logistics who in turn will ship them to our individual customers.

 

We have entered into a“Warehousing, Fulfillment and Distribution Agreement” with HSS Logisticseffective as of June 1, 2002, a copy of which is included as Exhibit 10.1. Thisagreement provides for the warehousing, fulfillment and distribution servicesfrom the HSS facility with respect to ENI’s products.  Payment for these services is set forth in the attached Exhibit“A” to the agreement.  Payment variesdepending upon volume.

 

With respect to thepreparation by ABCO Laboratories of our formulas and the bulk shipment to HSSLogistics, ABCO has provided us with a “Confidentiality Agreement” wherein ithas agreed not to disclose to any third parties the confidential nature of ourformulas.  This agreement is included asExhibit 10.2.  The cost of theseservices is determined for each individual order and is based upon a variety offactors, which include volume, turnaround time and special conditions.

 

The only function of ABCOwill be to blend the ENI formulas and ship them to the fulfillment house.   ABCO does not manufacture our products, butjust blends the requested formulas.  TheABCO Confidentially Agreement contains certain border plate language, whichstates that “this agreement creates no

 

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commitment whatsoever onthe part of either party to enter into any contractual relationship with theother.”

 

Notwithstandingthis contract language, Ms. Sun has worked very successfully with ABCO in thepast in her capacity as the CEO of Scottsdale Scientific, which is a humansupplement company.  Utilizing this sameexact agreement ABCO did in fact blend and ship the requested formulas and ithas agreed to undertake this same function with ENI and as described herein.

 

**Focus on Delivery System, Palatability and Efficacy**

 

The reason we willfocus on these areas is precisely because current supplements being offeredhave gotten mixed to negative reviews and receptions.  Because their consistency and potency are inconsistent, bittertasting, delivered haphazardly and are perceived as being ineffective, we havechosen to create in both taste, color, texture, and smell, supplements thatresemble carrots and maple sugar.  Forall intents our formulas will be indistinguishable to animals from the thingsthey love most - carrots and sugar.

 

The biggest problemhorse and barn owners have is to actually get their animals to ingestsupplements in large enough quantities to be effective.  We believe our proprietary formulas andsystems will insure the required ingestion.

 

As previouslystated, the equine world purchases products in only one of three ways, throughthe vet, the barn manager or owner and at their local feed store.

 

We have begun tocreate a very extensive web of these three units, utilizing vets, owners andfeed store in the four major horse performance categories, that is, Dressage,Quarter Horses, Harness Racing and the category called Industrial whichincludes all others including the actual working animals.

 

The creation ofthis network will be on going and extensive and is the key to distributing ourproducts.

 

**Market Analysis and Industry Background**

 

More than ten(10%) of U.S. households currently participate in riding.  Of the 1,900,000 people who currently ownhorses, 97% ride them for pleasure. Fully two thirds of all current horse owners own more than onehorse.*(Barents Group of Washington D.C. commissioned by the American HorseCouncil Foundation.)

 

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There are approximately6.9 million horses owned in the U.S. Approximately eighty five percent (85%) ofthese horse owners feed their horses nutritional supplements, which equates toapproximately 5.9 million horses.  Themost popular supplements address joint disorders, hoof problems, coat enhancersand antioxidants.

 

Due to mineraldeficiencies in the hay and feedstock, almost every horse can benefit from aquality, all natural supplement.  In theequine healthcare market, men are more likely to be the health care decisionmaker and to implement health care cooperation in the racing, farming andranching sectors.  The genderdistribution was closer to 50/50 where horses were used for pleasure, showing,competition and breeding.

 

The diversity ofthe activities that horses perform creates specific niche markets which can bespecifically targeted with specialized nutritional supplements.

 

**Customer Profile**

 

The equineindustry has three major categories, racing, municipal and recreational.  The recreational show category is by far thelargest, comprising approximately 5 million of the 6.9 million horses in theU.S. today.  As previously stated,information about equine health is sought primarily through veterinarians andtrade publications.  This factor is thereason why ENI intends to form its most important relationships with the equineveterinarian industry.  It is throughthis network in addition to tack and feed stores, trade publications and wordof mouth that ENI plans to distribute its product information.

 

**Marketing**

 

According to theU.S. Department of Agriculture, in Highlights of Equine, 1998 Study Results:Part 1., fifty eight percent (58%) of horse owners considered veterinarians themost important source of equine nutrition and diet information.  Therefore the majority of our marketing willbe targeting veterinarians, both through their practices and their industrysummit meetings.  Additionally, we planto target trade publications especially, Equus, Quarter Horse Magazine andothers.  We also plan to establish apresence at trade events, which include Dressage, Arabians, Quarter Horses andthe racing industry.  Finally, tack andfeed stores and their catalogues will round out our

 

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marketingstrategy.  We anticipate that ourwebsite will provide easy online ordering as well as a monthly newsletter.

 

**Competition**

 

Vitamins andsupplementation for animals is a multi-billion dollar industry.  These products vary from a simple coatenhancing lanolin to a multi-complex formula used for kidney failure.  While the market place is crowded, ENI haschosen three areas of concentration. The delivery system (powder, pill, paste etc.), palatability (taste,texture, shelf life) and efficacy, (does the particular supplement measurableenhance the animals quality of life and or performance.)

 

The supplementindustry is also intensely competitive. There can be no assurance that any competitors will not develop andoffer products similar, or even superior to the products developed by us.  Such competitiveness is likely to, amongother things, bring both strong price and quality to the sale of ourservices.  This will mean increasedcosts in the form of R&D, marketing, manufacturing and customer services,along with a reduction in product pricing. Generally this will have a significant negative effect on our bottomline profits.

 

We believe ourability to compete successfully in the equine supplement market depends on anumber of factors, including market presence, the uniqueness of our formulas,the palatability of our products, the ease of the delivery system, and thecontinuing research on important equine issues like Colic, West NileEncephalitis, Equine Infectious Anemia, Strangles, Thrush and kidney failure.

 

Our success willalso be dependent upon the adequacy of our customer response support services;the capacity and reliability of our research, the thoroughness of our marketingcampaign, our pricing policies, our competitors and suppliers; the timing andintroduction of new products and our ability to support emerging industrystandards, there can be no assurance that we will have the financial resources,technical expertise or marketing support capabilities to compete successfully.

 

We expect to compete forcustomers with the following companies that also provide horsesupplements.  1.  Nutramax Laboratories, 2.  Nutrena, 3. Equisential, a division of Professional’s Choice, 4.  Innvac, Endocvac-Equi, 5.  Allegra, Equine formula, 6.  Vita-flex Nutrition, 7.  Opt.E.Horse, 8.  Dermafas, 9.  Osteocare,Starhorse Products, 10.  Foxden Equine,11.  A Drop in the Bucket, NaturalHealth Care for Horses, 12.  GatewayProducts, 13.  Hawthorne Products,14.  Vetrephram, 15.  Equine

 

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Scientific Products,16.  Equine Therapeutics, 17.  Inter-Cal Nutraceuticals, 18.  Smart Pack, 19.  New Generation Nutrition, 20. Viobin USA, and 21.  Equipet.

 

We expect thatcompetition for customers will continue to intensify for the foreseeablefuture.  Increased competition couldresult in additional sales and marketing expenses and user acquisition costsand results in increased user turnover and decreased advertising revenues.  We may not be able to offset the effects ofthese increased costs and may not have the resources to continue to competesuccessfully.

 

**Patents, Trademarks and Proprietary Technology**

 

We currently donot have any patents, trademarks or proprietary technology.  We will, however, be developing specificformulas to support specific equine maladies. While food products and supplements cannot be patented, it is ourintention to trademark our labels and product names.

 

**No Need for Government Approval**

 

At the presenttime, the equine supplementation industry is not regulated by thegovernment.  Accordingly, no specificcriteria are required to produce vitamins and/or minerals used in the horseworld.  We cannot predict if or whenthere will ever be federal regulations governing this industry.  Should such regulations materialize we mustnecessarily assure that our products are in conformance with any and all suchregulations.

 

**Employees**

 

At present, wehave one full-time employee and no part-time employees.

 

**Reports to Security Holders**

 

ENI is required tofile an annual report and quarterly reports pursuant to Section 13 of theSecurities Exchange Act of 1934.  Atthis time, our annual report on Form 10-KSB will serve as our annual report toour shareholders.

 

**Item 2.****                                                           Descriptionof Property**

 

ENI currently subleasesspace at 19 Benthaven Place, Boulder, CO 80305

 

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from Marianne Sun, anofficer and director of ENI at no charge.

 

This sublease ispresently provided on a month-to-month basis. A total of 1,100 sq. feet of office space is devoted to ENI.  This space is presently suitable andadequate for our present requirements.

 

**Item 3.****                                                           LegalProceedings**

 

There arecurrently no pending or threatened legal proceedings which involve ENI oragainst any of our officers or directors as a result of their capacities withENI.

 

**Item 4.****                                                           Submissionof Matters to a Vote of Security Holders**

 

None.

 

**PART II**

 

**Item 5.****                                                           Marketfor Common Equity and Related Stockholder Matters**

 

**Market Information**

 

Our common stockis not traded on any exchange.  We planto seek a listing on the NASD Over The Counter Bulletin Board (“OTCBB”).  We cannot guarantee that we will obtain sucha listing.  There is no trading activityin our securities and there can be no assurance that a regular trading marketfor our common stock will ever be developed.

 

That with respectto the amount of common stock, there are no outstanding options or warrants topurchase, or securities convertible into, common stock of ENI.

 

**Dividends**

 

We have notdeclared any cash dividends on our common stock since our inception and do notanticipate paying such dividends in the foreseeable future.  We plan to retain any future earnings foruse in our business.  Any decisions as

 

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to future payment ofdividends will depend on our earnings and financial position and such otherfactors, as the Board of Directors deems relevant.

 

**No Preferred Stock**

 

Only common stockis issued and outstanding.  No preferredstock is presently issued and outstanding.

 

**No Debt Securities**

 

Still further, nodebt securities are presently issued and outstanding.

 

**Item 6.****                                                           Management’sDiscussion and Analysis or Plan of Operation**

 

The followingdiscussion regarding ENI and its business and operations contains “forwardlooking statements.”  Such statementsconsist of any statement other than a recitation of historical fact and can beidentified by the use of forward looking terminology such as “may,” “expect,”“anticipate,” “estimate,” or “continue” or the negative thereof or othervariation thereon or comparable terminology. The reader is cautioned that all forward-looking statements arenecessarily speculative and there are certain risks and uncertainties thatcould cause actual events or results to differ materially from those referredto in such forward looking statements.

 

**Plan of Operation**

 

We are in ourstart-up and development phase and have yet to realize any revenues.  Accordingly, we have devised an appropriatebusiness plan for the next twelve (12) months.

 

**Satisfaction of Anticipated Cash Requirements**

 

We will need bothinitial and secondary financing in order to satisfactorily implement itsbusiness plan.  We anticipate the needto obtain a minimum funding of $750,000 the next twelve (12) months ofoperation.  This required financing hasbeen allocated for the following three (3) central areas:

 

| i.     |   | Salaries and Consultant Fees     |   | $      | 250,000 |
|--------|--------|----------------------------------|--------|--------|---------|
|   |   |                             |   |   |
| ii.    |   | Research and Product Development |   | $      | 250,000 |
|   |   |                             |   |   |
| iii.   |   | Marketing and Advertising        |   | $      | 250,000 |

 

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In order to obtainthis necessary funding, we plan to sell additional shares pursuant to theappropriate Private Placement exemptions available to it.  The exact nature, share price and otherfactors have not yet been determined or established.  These fund raising efforts represent a primary and critical taskin order for us to implement our business plan.

 

Pleasespecifically note that we face substantial risks in executing our business planand achieving revenues.  We anticipatethat the business will run at a loss for the next 24 months.  This initial anticipated loss is notuncommon in a start-up business.  Webelieve that this 24-month time frame is realistic and we are planning ouroperations so as to minimize this loss period.

 

Please furthernote that we have no agreements or arrangements for additional financing and wecan provide no assurance that additional funding will be available to us onacceptable terms in order to enable us to complete our plan of operations.

 

Our capitalrequirements depend on numerous factors, including the rate of marketacceptance of our services, our ability to maintain and expand our customerbase, the level of resources devoted to developing and expanding our marketingand sales organization and our research and development activities and the typeof agreements reached with our research facilities and/or veterinarians.  The timing and amount of such capitalrequirements cannot accurately be predicted at this time.

 

If capitalrequirements differ from those currently planned, we may require stilladditional financing.  We have no commitmentsfor any such additional financing, and there can be no assurance that any suchcommitments can be obtained on favorable terms.  Any additional equity financing may dilute the interests of ourpresent shareholders, and debt financing if available may involve restrictivecovenants with respect to dividends, raising future capital and other financialand operational matters.  We will not beable to continue operations if such additional financing is not obtained.

 

**Product Research and Development**

 

We have engagedthe services of several veterinarians to formulate and test the products weintend to market.  The veterinarians areDr. John Hunt DVM, Dr. Rick Mathers, DVM and Dr. Rebecca Armstrong, DMV, Phd.These products will address three specific niche areas: palatability, type ofdelivery system, and illnesses that mask other symptoms.  Specifically, it is our intention to developa unique stress formula that both tastes good, and can be effectivelyadministered.

 

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**Anticipated Purchase of Plant and Equipment**

 

We do notanticipate purchasing any manufacturing facilities or significant equipmentwithin the first 24 months of our operation.

 

We intend withinthe next 24 months to have a staff of approximately 6 employees.  We can provide no assurance that we will beable to effectively manage the expansion of our operations, or that of ourinfrastructure, facilities, systems, procedures or controls will be adequate tosupport our operations.  Our inabilityto effectively manage our future growth could have a material adverse effect onour business, financial condition and resultant operations.

 

**Business Plan Milestones and Accomplishments**

 

Our firstmilestone or Phase I of our Business Plan will be to obtain financing via anappropriate Private Placement Offering in order to fund the the majority of ourinitial product production costs.

 

As earlier stated,we anticipate the need to obtain a minimum funding of $750,000 for our nexttwelve (12) months of operation.  Weanticipate that our first revenues will be realized within one (1) year of ourinitial financing. As of December 31, 2002, we have consumed our originalcapital investment.  At this time, theprincipals of ENI have agreed to provide the necessary cash contribution to ENIfor the payment of its monthly expenses of approximately $1,000.  These monthly expenses are exclusive ofaccounting and attorney fees.

 

We already haveestablished our formulas. We have also produced two of our four product objectives.We have further secured both the manufacturing lab and the distribution centerand we have begun securing the first round of our distribution network.  Our Business Plan calls for obtaining 25veterinarians for our initial product introduction.  We are currently in the process of obtaining these veterinarians.

 

Concurrent withobtaining those individuals, we have begun preliminary work in determiningwhich catalogues we will preview our products and at what time.  The last stage of our marketing plan callsfor Feed and Tack store distribution and we plan to commence that phase uponcompletion of the last two product items.

 

Phase II of ourBusiness Plan calls for a 30,000-bottle roll out in the four productcategories.  Our preliminary marketresearch has indicated that our

 

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growing network ofveterinarians is enthusiastic about trying new products, especially of the typeand focus as ours.  Our products arescheduled to be 30-day supplements.  We planto increase our 30,000 bottle first shipment by 2% every other month for thefirst 12 months.

 

According to ourveterinarians, it takes at least 90 days of trial for a new supplement todemonstrate its effectiveness with the equines.  Based on production costs and general start up costs, we do notanticipate profitability being realized until our 18th month.  At this point, we plan to have passed thebreakeven stage, worked out shipping and delivery challenges, finalized ourinformation system and have established a definitive infrastructure.

 

Our Phase III isplanned to begin in our 18th month. At this point, we plan to address in a very vigorous way ourpresentation at industry trade shows. We plan to be a presence at 10 industry events in year one and until wedetermine which events return the best activity for us.  These events will include conferences aswell as symposiums.

 

Concurrent withthis trade show exposure, we plan to introduce our first sales staff.  This sales staff will manage these newaccounts and will be in a position to facilitate our next phase.

 

Our Phase IV willbe undertaken after the next 24-36 months. At this time, we plan to begin creating, testing and perfecting nicheproducts that will deal with specialty categories that the larger companieshave chosen to ignore.  Specifically,products related to the racing industry. The racing industry has typically been much more focused onpharmaceuticals as opposed to vitamins. When we are ready for that phase, we plan to have a unique product thatwill work in synergy with some of the common steroids currently used by mostracehorse barns and owners.

 

We anticipate a90-day lag time from the completion of our required financing before we willachieve our first milestone.  We furtheranticipate our fund raising costs to be less than $10,000 and the principalswill contribute to this effort.  ThePhase II or the second milestone is anticipated to cost approximately $75,000to roll out the first 30,000 units of supplements.  During and within the first 24 months, we anticipate each productroll out and distribution to cost between $75,000 and $150,000respectively.  We fully expect that ourPhase I fund raising will be sufficient to accomplish the fiscal requirementsof all of our planned subsequent phases or milestones.

 

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**Item 7.****                                                           FinancialStatements**

 

**Index to Financial Statements**

 
| Independent Auditors’  Report                    | Page 19                                                                                                                                                                      |
|-------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                  |
| Balance Sheet                                         | 21                                                                                                                                                                           |
|                                                  | December 31, 2002                                                                                                                                                            |
|                                                  |
| Statement  of Operations                              | 22                                                                                                                                                                           |
|                                                  | Year  Ended December 31, 2002 For the Period   December 12, 2001(Inception) to December 31,  2001 ad For the Period December 12, 2001(Inception) to December 31,  2002) |
|                                                  |
| Statement  of Changes in Stockholders’ (Deficit) | 23                                                                                                                                                                           |
|                                                  | December  12, 2001 (Inception) through December 31, 2002                                                                                                                     |
|                                                  |
| Statements  of Cash Flows                             | 24                                                                                                                                                                           |
|                                                  | Year  Ended December 31, 2002 For the Period   December 12, 2001(Inception) to December 31,  2001 ad For the Period December 12, 2001(Inception) to December 31,  2002) |
|                                                  |
| Notes  to Financial Statements                        | 25                                                                                                                                                                           |
|                                                       |                                                                                                                                                                              |  |

 

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**EQUINE NUTRACEUTICALS, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

**TABLE OFCONTENTS**

 
|                                                      | **Page** |
|-----------------------------------------------------------|----------|
| **Report of Independent  Auditors**                       | 1        |
|                                                      |
| **Balance Sheet**                                         | 2        |
|                                                      |
| **Statements of Operations**                              | 3        |
|                                                      |
| **Statement  of Changes in Stockholders’ (Deficit)** | 4        |
|                                                      |
| **Statements of Cash Flows**                              | 5        |
|                                                      |
| **Notes  to Financial Statements**                        | 6-12     |

 

18

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**REPORT OF INDEPENDENT AUDITORS**

 

**Shareholders and Board of DirectorsEquine Nutraceuticals, Inc.**

 

**We have audited the accompanying balancesheet of Equine Nutraceuticals, Inc. (a development stage company) as ofDecember 31, 2002, and the related statements of operations, changes instockholders’ (deficit), and cash flows for the year ended December 31, 2002,the period December 12, 2001 (inception) to December 31, 2001, and the periodfrom December 12, 2001 (inception) to December 31, 2002. These financialstatements are the responsibility of the Company’s management. Ourresponsibility is to express an opinion on these financial statements based onour audits.**

 

**We conducted our audits in accordancewith auditing standards generally accepted in the United States of America.Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements.  An audit also includes assessing theaccounting principles used and significant estimates by management, as well asevaluating the overall financial statement presentation.  We believe that our audits provide a reasonablebasis for our opinion.**

 

**In our opinion, the financial statementsreferred to above present fairly, in all material respects, the financialposition of Equine Nutraceuticals, Inc. (a development stage company) as of December 31, 2002, and the resultsof its operations, and its cash flows for the year ended December 31, 2002, theperiod December 12, 2001 (inception) to December 31, 2001, and the period fromDecember 12, 2001 (inception) to December 31, 2002 in conformity withaccounting principles generally accepted in the United States of America.**

 

**The accompanying financial statements have been preparedassuming that the Company will continue as a going concern.  As discussed in Note 2 to the financialstatements, the Company has incurred significant losses from operations, hasworking capital and stockholders’ deficits, and is reliant on raising capitalto initiate its business plan.  Thesefactors raise substantial doubt about the Company’s ability to continue as agoing concern. Management’s plans in regard to these matters are also discussedin Note 2.  The financial statements donot include any adjustments that might result from the outcome of thisuncertainty.**

 

 

**Stark Winter Schenkein & Co., LLP**

**Denver, Colorado**

**February 28, 2003**

 

19

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**EquineNutraceuticals, Inc.**

**(A DevelopmentStage Company)**

 

**As of December31, 2002 and for the Years Ended**

**December 31,2002 and 2001**

 

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EQUINENUTRACEUTICALS, INC.

(ADEVELOPMENT STAGE COMPANY)

BALANCE SHEET

DECEMBER31, 2002

 
| ASSETS                                                                                                    |   |     |   |
|-----------------------------------------------------------------------------------------------------------|--------|----------|--------|
|                                                                                                      |   |     |   |
| CURRENT  ASSETS                                                                                           |   |     |   |
| Cash                                                                                                      |   | $        | 344    |   |
| Cash  held in trust                                                                                       |   | 2,500    |   |
|                                                                                                      |   | 2,844    |   |
|                                                                                                      |   |     |   |
| COMPUTER  EQUIPMENT, less accumulated depreciation of $20                                                 |   | 624      |   |
|                                                                                                      |   |     |   |
| OTHER  ASSETS                                                                                             |   |     |   |
| Deferred  offering costs                                                                                  |   | 3,000    |   |
|                                                                                                      |   |     |   |
|                                                                                                      |   | $        | 6,468  |   |
|                                                                                                      |   |     |   |
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT)                                                              |   |     |   |
|                                                                                                      |   |     |   |
| CURRENT  LIABILITIES                                                                                      |   |     |   |
| Accounts  payable and accrued expenses                                                                    |   | $        | 56,728 |   |
|                                                                                                      |   |     |   |
| STOCKHOLDERS’  (DEFICIT)                                                                             |   |     |   |
| Common  stock, $0.001 par value, 100,000,000 shares authorized, 13,205,100 shares  issued and outstanding |   | 13,205   |   |
| Additional  paid in capital                                                                               |   | 105,165  |   |
| (Deficit)  accumulated during the development stage                                                       |   | (168,630 | )      |
|                                                                                                      |   | (50,260  | )      |
|                                                                                                      |   |     |   |
|                                                                                                      |   | $        | 6,468  |   |

 

The accompanying notes are an integral part ofthe financial statements

 

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EQUINENUTRACEUTICALS, INC.

(ADEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

 
|                                  |   | **YEAR  ENDED  DECEMBER 31, 2002** |     | **FOR THE  PERIOD  DECEMBER 12, 2001  (INCEPTION) TO  DECEMBER 31, 2001** |   | **FOR THE  PERIOD  DECEMBER 12, 2001  (INCEPTION) TO  DECEMBER 31, 2002** |   |
|---------------------------------------|--------|------------------------------------|----------|---------------------------------------------------------------------------|--------|---------------------------------------------------------------------------|--------|
|                                  |   |                               |     |                                                                      |   |                                                                      |   |
| REVENUE                               |   | $                                  | —   |                                                                      | $      | —                                                                    |   | $ | — |   |
|                                  |   |                               |     |                                                                      |   |                                                                      |   |
| COSTS AND EXPENSES                    |   |                               |     |                                                                      |   |                                                                      |   |
| General and administrative            |   | 134,015                            |     | 4,615                                                                     |   | 138,630                                                                   |   |
| Stock compensation                    |   | 20,000                             |     | 10,000                                                                    |   | 30,000                                                                    |   |
|                                  |   | 154,015                            |     | 14,615                                                                    |   | 168,630                                                                   |   |
|                                  |   |                               |     |                                                                      |   |                                                                      |   |
| NET (LOSS)                            |   | $                                  | (154,015 | )                                                                         | $      | (14,615                                                                   | )      | $ | (168,630 | ) |
|                                  |   |                               |     |                                                                      |   |                                                                      |   |
| PER SHARE INFORMATION                 |   |                               |     |                                                                      |   |                                                                      |   |
|                                  |   |                               |     |                                                                      |   |                                                                      |   |
| WEIGHTED AVERAGE SHARES OUTSTANDING - |   |                               |     |                                                                      |   |                                                                      |   |
| BASIC AND DILUTED                     |   | 13,129,665                         |     | 11,078,947                                                                |   | 13,061,450                                                                |   |
|                                  |   |                               |     |                                                                      |   |                                                                      |   |
| NET (LOSS) PER COMMON SHARE           |   | $                                  | (0.01    | )                                                                         | $      | (0.00                                                                     | )      | $ | (0.01 | ) |

 

The accompanying notes are an integral part of thefinancial statements

 

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STATEMENTOF CHANGES IN STOCKHOLDERS’ (DEFICIT)

DECEMBER 12, 2001 (INCEPTION) THROUGH DECEMBER 31,2002

 
|                                                |   |       |   | **Additional  Paid in Capital** |   | **(Deficit)  Accumulated  During the  Development Stage** |   | **Total** |   |
|-----------------------------------------------------|--------|------------|--------|---------------------------------|--------|-----------------------------------------------------------|--------|-----------|--------|
| **Common  Stock**                                   |
| **Shares**                                          |   | **Amount** |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Issuance of stock for services at $0.001  per share |   | 10,500,000 |   | $                               | 10,500 |                                                      | $      | (500      | )      | $ | — |   | $ | 10,000 |   |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Issuance of stock for cash at $0.01 per  share      |   | 1,000,000  |   | 1,000                           |   | 9,000                                                     |   | —    |   | 10,000 |   |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Net (loss) for the period                           |   | —     |   | —                          |   | —                                                    |   | (14,615   | )      | (14,615 | ) |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Balance at December 31, 2001                        |   | 11,500,000 |   | 11,500                          |   | 8,500                                                     |   | (14,615   | )      | 5,385 |   |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Issuance of stock for cash at $0.01 per  share      |   | 1,600,000  |   | 1,600                           |   | 14,400                                                    |   | —    |   | 16,000 |   |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Issuance of stock for cash at $0.50 per  share      |   | 52,600     |   | 53                              |   | 26,247                                                    |   | —    |   | 26,300 |   |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Issuance of stock for cash at $1.00 per  share      |   | 26,500     |   | 26                              |   | 26,474                                                    |   | —    |   | 26,500 |   |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Offering costs                                      |   | —     |   | —                          |   | (7,500                                                    | )      | —    |   | (7,500 | ) |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Issuance of stock for services at $0.50 per  share  |   | 12,000     |   | 12                              |   | 5,988                                                     |   | —    |   | 6,000 |   |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Issuance of stock for services at $1.00 per  share  |   | 14,000     |   | 14                              |   | 13,986                                                    |   | —    |   | 14,000 |   |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Capital contributions from shareholders             |   | —     |   | —                          |   | 3,870                                                     |   | —    |   | 3,870 |   |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Office space provided by shareholder                |   | —     |   | —                          |   | 13,200                                                    |   | —    |   | 13,200 |   |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Net (loss) for the year                             |   | —     |   | —                          |   | —                                                    |   | (154,015  | )      | (154,015 | ) |
|                                                |   |       |   |                            |   |                                                      |   |      |   |   |   |
| Balance at December 31, 2002                        |   | 13,205,100 |   | $                               | 13,205 |                                                      | $      | 105,165   |   | $ | (168,630 | ) | $ | (50,260 | ) |

 

The accompanying notes are an integral part of thefinancial statements

 

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EQUINE NUTRACEUTICALS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTSOF CASH FLOWS

 
|                                                                             |   | **YEAR  ENDED  DECEMBER 31, 2002** |     | **FOR THE  PERIOD  DECEMBER 12, 2001  (INCEPTION) TO  DECEMBER 31, 2001** |   | **FOR THE  PERIOD  DECEMBER 12, 2001  (INCEPTION) TO  DECEMBER 31, 2002** |   |
|----------------------------------------------------------------------------------|--------|------------------------------------|----------|---------------------------------------------------------------------------|--------|---------------------------------------------------------------------------|--------|
| OPERATING ACTIVITIES                                                             |   |                               |     |                                                                      |   |                                                                      |   |
| Net (loss)                                                                       |   | $                                  | (154,015 | )                                                                         | $      | (14,615                                                                   | )      | $ | (168,630 | ) |
| Adjustments to reconcile net (loss) to net  cash (used in) operating activities: |   |                               |     |                                                                      |   |                                                                      |   |
| Stock compensation                                                               |   | 20,000                             |     | 10,000                                                                    |   | 30,000                                                                    |   |
| Office space provided by shareholder                                             |   | 13,200                             |     | —                                                                    |   | 13,200                                                                    |   |
| Depreciation                                                                     |   | 15                                 |     | 5                                                                         |   | 20                                                                        |   |
| Changes in:                                                                      |   |                               |     |                                                                      |   |                                                                      |   |
| Accounts payable and accrued expenses                                            |   | 54,252                             |     | 2,476                                                                     |   | 56,728                                                                    |   |
| Net cash (used in) operating activities                                          |   | (66,548                            | )        | (2,134                                                                    | )      | (68,682                                                                   | )      |
|                                                                             |   |                               |     |                                                                      |   |                                                                      |   |
| INVESTING ACTIVITIES                                                             |   |                               |     |                                                                      |   |                                                                      |   |
| Purchase of computer equipment                                                   |   | —                             |     | (644                                                                      | )      | (644                                                                      | )      |
| Net cash (used in) investing activities                                          |   | —                             |     | (644                                                                      | )      | (644                                                                      | )      |
|                                                                             |   |                               |     |                                                                      |   |                                                                      |   |
| FINANCING ACTIVITIES                                                             |   |                               |     |                                                                      |   |                                                                      |   |
| Capital contributions by shareholders                                            |   | 3,870                              |     | —                                                                    |   | 3,870                                                                     |   |
| Cash held in trust                                                               |   | (2,500                             | )        | —                                                                    |   | (2,500                                                                    | )      |
| Deferred offering costs                                                          |   | (3,000                             | )        | —                                                                    |   | (3,000                                                                    | )      |
| Proceeds from stock sales, net of issuance  costs                                |   | 61,300                             |     | 10,000                                                                    |   | 71,300                                                                    |   |
| Net cash provided by financing activities                                        |   | 59,670                             |     | 10,000                                                                    |   | 69,670                                                                    |   |
|                                                                             |   |                               |     |                                                                      |   |                                                                      |   |
| Net increase (decrease) in cash                                                  |   | (6,878                             | )        | 7,222                                                                     |   | 344                                                                       |   |
|                                                                             |   |                               |     |                                                                      |   |                                                                      |   |
| CASH AT BEGINNING OF YEAR                                                        |   | 7,222                              |     | —                                                                    |   | —                                                                    |   |
|                                                                             |   |                               |     |                                                                      |   |                                                                      |   |
| CASH AT END OF YEAR                                                              |   | $                                  | 344      |                                                                      | $      | 7,222                                                                     |   | $ | 344 |   |
|                                                                             |   |                               |     |                                                                      |   |                                                                      |   |
| SUPPLEMENTAL CASH FLOW INFORMATION                                               |   |                               |     |                                                                      |   |                                                                      |   |
| Cash paid for interest                                                           |   | $                                  | —   |                                                                      | $      | —                                                                    |   | $ | — |   |
| Cash paid for income taxes                                                       |   | $                                  | —   |                                                                      | $      | —                                                                    |   | $ | — |   |

 

The accompanying notes are an integral part of thefinancial statements

 

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**Note1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

 

**Organization**

 

**Equine Nutraceuticals, Inc. (the “Company”) was incorporatedin the State of Nevada on December 12, 2001 and has been in the developmentstage since its inception.  TheCompany’s primary business will be the development of nutritional supplementsfor the horse industry.  Since itsinception, the Company’s primary activity has been to raise capital toinstitute its business plan.**

 

**Reclassification**

 

**Certainamounts from prior year’s financial statements have been reclassified toconform to the current year presentation.**

 

**Use of Estimates**

 

**The preparation of financialstatements in conformity with accounting principles generally accepted in theUnited States of America requires management to make estimates and assumptionsthat affect the amounts reported in the financial statements and accompanyingnotes. Actual results could differ from those estimates.**

 

**Cash and Cash Equivalents**

 

**The Company considers all highly liquid investments with anoriginal maturity of three months or less to be cash equivalents.**

 

**Revenue Recognition**

 

**The Company will recognize revenue when product has beenshipped.**

 

**Computer Equipment**

 

**Computer equipment is stated at cost.  Depreciation is calculated using thestraight-line method over the asset’s estimated useful life of 3 years.**

 

**Income Taxes**

 

**The Company follows Statementof Financial Accounting Standards (“SFAS”) 109, “Accounting for Income Taxes”for recording the provision for income taxes. Deferred tax assets andliabilities are computed based upon the difference**

**between the financial statementand income tax basis of assets and liabilities using the enacted marginal taxrate applicable when the related asset or liability is expected to be realizedor settled. Deferred income tax expenses or benefits are based on the changesin the asset or liability each period. If available evidence suggests that itis more likely than not that some portion or all of the deferred tax assetswill not be realized, a valuation allowance is required to**

 

25

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**reduce the deferred tax assetsto the amount that is more likely than not to be realized. Future changes insuch valuation allowance are included in the provision for deferred incometaxes in the period of change.**

 

**Deferred Offering Costs**

 

**The Company defers costs associated with the raising ofcapital until such time as the offering is completed, at which time the costsare charged against the capital raised. Should the offering be terminated thecosts are charged to operations during the period when the offering isterminated.**

 

**Researchand Development**

 

**Researchand development costs will be charged to operations and included in operatingexpenses when incurred.**

 

**Segment Information**

 

**The Company follows SFAS 131,“Disclosures about Segments of an Enterprise and Related Information.” Certaininformation is disclosed, per SFAS 131, based on the way management organizesfinancial information for making operating decisions and assessing performance.The Company currently operates in a single segment and will evaluate additionalsegment disclosure requirements as it expands its operations.**

 

**FairValue of Financial Instruments**

 

**Fair value estimates discussed hereinare based upon certain market assumptions and pertinent information availableto management as of December 31, 2002. The respective carrying value of certainon-balance-sheet financial instruments approximated their fair values. Thesefinancial instruments include cash and accounts payable and accruedexpenses.  Fair values were assumed toapproximate carrying values for these financial instruments because they areshort term in nature and their carrying amounts approximate fair values or theyare receivable or payable on demand.**

 

**Net (Loss) per Common Share**

 

**The Company calculates netincome (loss) per share as required by SFAS 128, “Earnings per Share.” Basicearnings (loss) per share is calculated by dividing net income (loss) by theweighted average number of common shares outstanding for the period. Dilutedearnings (loss) per share is calculated by dividing net income (loss) by theweighted average number of common shares and dilutive common stock equivalentsoutstanding. During the periods when they would be anti dilutive common stockequivalents, if any, are not considered in the computation.**

 

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**Stock-based Compensation**

 

**The Company accounts for equity instruments issued toemployees for services based on the fair value of the equity instruments issuedand accounts for equity instruments issued to other than employees based on thefair value of the consideration received or the fair value of the equityinstruments, whichever is more reliably measurable.**

 

**The Company accounts for stock based compensation inaccordance with SFAS 123, “Accounting for Stock-Based Compensation.” Theprovisions of SFAS 123 allow companies to either expense the estimated fairvalue of stock options or to continue to follow the intrinsic value method setforth in Accounting Principles Board Opinion 25, “Accounting for Stock Issuedto Employees” (“APB 25”) but disclose the pro forma effects on net income  (loss) had the fair value of the optionsbeen expensed. The Company has elected to continue to apply APB 25 inaccounting for its stock option incentive plans.**

 

**Long Lived Assets**

 

**The Company periodically reviews the carrying amount of longlived assets to determine whether current events or circumstances warrantadjustments to such carrying amounts. If an impairment adjustment is deemednecessary, such loss is measured by the amount that the carrying value of suchassets exceeds their fair value. Considerable management judgement is necessary to estimate the fairvalue of assets; accordingly, actual results could vary significantly from suchestimates.  Assets to be disposed of arecarried at the lower of their financial statement carrying amount or fair valueless costs to sell.  As of December 31,2002, management believes that there is no asset impairment on long-livedassets.**

 

**Recent Pronouncements**

 

**In December 2002, the Financial Accounting Standards Board(“FASB”) issued SFAS 148 “Accounting for Stock-Based Compensation—Transitionand Disclosure—an amendment of SFAS 123.” SFAS 148 provides alternative methodsof transition for a voluntary change to the fair value based method ofaccounting for stock-based employee compensation from the intrinsic value-basedmethod of accounting prescribed by APB 25. As allowed by SFAS 123, the Companyhas elected to continue to apply the intrinsic value-based method ofaccounting, and has adopted the disclosure requirements of SFAS 123. TheCompany currently does not anticipate adopting the provisions of SFAS 148.**

 

**In July 2002, the FASB issued SFAS 146, “Accounting for CostsAssociated with Exit or Disposal Activities.” SFAS 146 provides new guidance onthe recognition of costs associated with exit or disposal activities. Thestandard requires companies to recognize costs associated with exit or disposalactivities when they are incurred rather than at the date of commitment to anexit or disposal plan. SFAS 146 supercedes previous accounting guidanceprovided by the EITF Issue No. 94-3 “Liability Recognition for Certain EmployeeTermination Benefits**

 

27

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**and Other Costs to Exit an Activity (including Certain CostsIncurred in a Restructuring).” EITF Issue No. 94-3 required recognition ofcosts at the date of commitment to an exit or disposal plan. SFAS 146 is to beapplied prospectively to exit or disposal activities initiated after December31, 2002. Early application is permitted. The adoption of SFAS 146 by theCompany is not expected to have a material impact on the Company’s financialposition, results of operations, or cash flows.**

 

**In April 2002, the FASB issuedSFAS 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASBStatement No. 13, and Technical Corrections.” Among other things, thisstatement rescinds FASB Statement No. 4, “Reporting Gains and Losses fromExtinguishment of Debt” which required all gains and losses from extinguishmentof debt to be aggregated and, if material, classified as an extraordinary item,net of related income tax effect. As a result, the criteria in APB Opinion No.30, “Reporting the Results of Operations — Reporting the Effects of Disposal ofa Segment of a Business, and Extraordinary, Unusual and Infrequently OccurringEvents and Transactions,” will now be used to classify those gains and losses.The provisions of SFAS 145 related to the classification of debt extinguishmentare effective for years beginning after May 15, 2002. The adoption of SFAS 145by the Company is not expected to have a material impact on the Company’sfinancial position, results of operations, or cash flows.**

 

**In November 2001, the EITF of the FASB issued EITF 01-9“Accounting for Consideration Given by a Vendor to a Subscriber (Including aReseller of the Vendor’s Products).” EITF 01-9 provides guidance on when asales incentive or other consideration given should be a reduction of revenueor an expense and the timing of such recognition. The guidance provided in EITF01-9 is effective for financial statements for interim or annual periodsbeginning after December 15, 2001. The adoption of EITF 01-9 by the Company didnot have a material impact on the Company’s financial statements.**

 

**In August 2001, the FASB issued SFAS 144, “Accounting for theImpairment or Disposal of Long-Lived Assets.” SFAS 144 provides new guidance onthe recognition of impairment losses on long-lived assets with definite livesto be held and used or to be disposed of and also issued the definition of whatconstitutes a discontinued operation and how the results of a discontinuedoperation are to be measured and presented. SFAS 144 is effective for fiscalyears beginning after December 15, 2001. The adoption of SFAS 144 did not havea material impact on the Company’s financial position, results of operations,or cash flows.**

 

**In June 2001, the FASB issued SFAS 143, “Accounting for AssetRetirement Obligations.” SFAS 143 requires the fair value of a liability for anasset retirement obligation to be recognized in the period that it is incurredif a reasonable estimate of fair value can be made. The associated assetretirement costs are capitalized as part of the carrying amount of thelong-lived asset. SFAS 143 is effective for fiscal years beginning after June15, 2002. The adoption of SFAS 143 is not expected to have a material impact onthe Company’s financial position, results of operations or cash flows.**

 

28

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**In June 2001, the FASB issued SFAS 142, “Goodwill and OtherIntangible Assets,” which provides for non-amortization of goodwill andintangible assets that have indefinite useful lives, annual tests ofimpairments of those assets and interim tests of impairment when an eventoccurs that more likely than not has reduced the fair value of such assets. Thestatement also provides specific guidance about how to determine and measuregoodwill impairments, and requires additional disclosure of information aboutgoodwill and other intangible assets. The provisions of this statement arerequired to be applied starting with fiscal years beginning after December 15, 2001,and applied to all goodwill and other intangible assets recognized in thefinancial statements at that date. Goodwill and intangible assets acquiredafter June 30, 2001 will be subject to the non-amortization provisions of thestatement. Early application is permitted for entities with fiscal yearsbeginning after March 15, 2001, provided that the first interim financialstatements had not been issued previously. The Company’s adoption of theprovisions of SFAS 142 did not have a material impact on the Company’sfinancial position, results of operations or cash flows.**

 

**In June2001, the FASB issued SFAS 141, “Business Combinations,” which is effective forall business combinations initiated after June 30, 2001. SFAS 141 requirescompanies to account for all business combinations using the purchase method ofaccounting, recognize intangible assets if certain criteria are met, as well asprovide additional disclosures regarding business combinations and allocationof purchase price. The adoption of SFAS 141 did not have a material impact onthe Company’s financial position, results of operations or cash flows.**

 

**Note 2.  GOING CONCERN**

 

**Theaccompanying financial statements have been prepared in conformity withaccounting principles generally accepted in the United States of America, whichcontemplates continuation of the Company as a going concern.  The Company has incurred losses sinceinception of  $168,630, has a workingcapital deficit of $53,884, a stockholders’ deficit of $50,260 and is relianton raising capital to initiate its business plan.  The Company is raising capital through the sale of its commonstock but, as of the date of the audit report, has not been able to raisesufficient funds to initiate its business plan.**

 

**Thefinancial statements do not include any adjustments to reflect the possiblefuture effects on the recoverability and classification of assets or theamounts and classification of liabilities that may result from the possibleinability of the Company to continue as a going concern.**

 

29

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**Note 3.  STOCKHOLDERS’(DEFICIT)**

 

**During the period December 12, 2001(inception) to December 31, 2001 the following equity transactions occurred:**

 

**•****                  Issued 10,500,000 shares of common stock at $0.001per share for services valued at $10,000 at inception.**

**•****                  Issued 1,000,000 shares of common stock at $0.01per share to various investors for cash of $10,000 in a private placement.**

 

**During the year ended December 31, 2002the following equity transactions occurred:**

 

**•****                  During January 2002 the Company issued 1,600,000shares of common stock at $0.001 per share for cash aggregating $16,000.**

**•****                  During February 2002 the Company issued 52,600shares of common stock at $0.50 per share for cash aggregating $26,300.**

**•****                  From April 2002 through December 2002 the Companyissued 26,500 shares of common stock at $1.00 per share for cash aggregating$26,500.**

**•****                  The Company was required to register theabove-mentioned shares with the Securities and Exchange Commission.  The costs of $7,500 related to theregistration were charged to additional paid-in capital.**

**•****                  During February 2002 and March 2002 the Companyissued 12,000 shares of common stock at $0.50 per share for services valued at$6,000, which management believes is the fair market value of the shares issuedbased on cash sales of common shares during the period.**

**•****                  From April 2002 through December 2002 the Companyissued 14,000 shares of common stock at $1.00 per share for services valued at$14,000, which management believes is the fair market value of the sharesissued based on cash sales of common shares during the period.**

**•****                  The Company’s directors contributed cash to theCompany on an as need basis throughout the year.  Total cash contributions to the Company totaled $3,870.**

**•****                  The Company’s Chief Executive Officer provided theCompany use of office space on a rent-free basis.  The fair market value of the rent, estimated at $13,200, has beenrecorded as an operating expense and a capital contribution.**

 

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**Note 4. INCOME TAXES**

 

**The Company accounts for income taxes under SFAS 109, whichrequires use of the liability method. SFAS 109 provides that deferred taxassets and liabilities are recorded based on the differences between the taxbases of assets and liabilities and their carrying amounts for financialreporting purposes, referred to as temporary differences.  Deferred tax assets and liabilities at theend of each period are determined using the currently enacted tax rates appliedto taxable income in the periods in which the deferred tax assets andliabilities are expected to be settled or realized****.**

 

**The types of temporary differences between the tax basis ofassets and their financial reporting amounts that give rise to a significantportion of the deferred tax asset are as follows:**

 
|                                  |   | **Reconciling  Item** |        | **Tax  Effect** |   |
|---------------------------------------|--------|-----------------------|-------------|-----------------|--------|
|                                  |   |                  |        |            |   |
| **Net  operating loss carryforward:** |   | **$**                 | **138,000** | ** **      | **$**  | **49,000** | ** ** |
|                                       |        |                       |             |                 |        |  |  |

 

**The net operating loss carry forward will expire through2022.  The deferred tax asset has beenfully reserved at December 31, 2002.**

 

**The change in the valuation allowance for the deferred taxasset during the year ended December 31, 2002 was $46,000.**

 

**Note 5. SUBSEQUENT EVENT**

 

**During January 2003 the Company sold58,640 shares of common stock for cash. Proceeds aggregated $58,640 net ofoffering costs of $3,000.**

 

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**Item 8:****                                                        Changein and Disagreements with Accountants on Accounting and Financial Disclosure**

 

(i)                                     OnFebruary 13, 2003, the Company's Board of Directors notified it's certifyingaccountant, Brock and Company that the Company was changing its certifyingaccount.

 

(ii)                                  Duringthe past two years there have been no adverse opinions or disclaimers ofopinion, or was qualified or modified as to uncertainty, audit scope, oraccounting principles.

 

(iii)                               TheCompany's Board of Directors has engaged Stark Winter Schenkein & Co., LLP,Certified Public Accountants, 7535 E. Hampden Avenue, Suite 109, Denver, CO,80231, Telephone No. (303) 694-6700, Fax No. (303) 694-6761 as its newcertifying accountant.

 

(iv)                              Duringthe Company's two most recent fiscal years and any subsequent period precedingthe engagement of its former accountant, there have been no disagreements withthe former accountant on any matter of accounting principles or practices,financial statement disclosure, or auditing scope or procedure.

 

**PART III**

 

**Item 9.****                                                        Directorsand Executive Officers of the Registrant**

 

Thefollowing information reflects the background and experience of the directorsand officers of the Company.  The termof office for each director is three years.

 

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**MARIANNE SUN**

**CHIEF EXECUTIVE OFFICER AND DIRECTOR**

 

**Ms. Marianne Sun**,age 53, received a Bachelor of Arts degree in History and Economics from theUniversity of Massachusetts and a Masters of Arts in History and Economics fromNortheastern University.   **Ms. Sun**  has acquired an extensive knowledge ofsupplementation as a CEO of a vitamin supplement company.  Her extensive marketing experience includesinternational sales and the establishment of distribution networks domesticallyand abroad.  **Ms. Sun** is experienced andskilled in both public relations, investor relations, and excels inestablishing state of the art operations. From 1997 to 2000, **Ms. Sun** served as the CEO of ScottsdaleScientific, Inc.  Scottsdale Scientific,Inc. is a publicly traded company which manufactures and distributes vitaminsand minerals to physicians, alternative healthcare practitioners and thegeneral public.  From 2000 to thepresent, she wrote her first book entitled “CEO” which is currently beingpresented to various publishers.

 

**Ms. Sun**serves asPresident of **ENI**on an “at will” basis at the pleasure of the Board ofDirectors.   Ms. Sun’s term as anofficer and director started on December 12, 2001. Her term as an officer anddirector is for one (1) year, which ends on December 31, 2003.

 

**PAUL HABERSTROH**

**VICE PRESIDENT, CHIEF INFORMATION OFFICER AND DIRECTOR**

 

**Mr. Paul Haberstroh**,age 44, received a Bachelor of Arts degree in Accounting and Economics from St.Mary’s College in California. **Mr. Haberstroh** brings over 20 years ofsales and marketing experience to the Company. **Mr.Haberstroh**, is currently the managing partner of DistinctiveImaging, LLC.  Distinctive Image is aprivate company which provides photojournalistic images used for businesses andinstitutions.  He has extensiveexperience in web site development and Internet marketing.  He excels in the area of new business developmentincluding both fund raising and sponsorship agreements.  From June 1993 to June 1998, **Mr.Haberstroh** was the Regional Director for Cybex International whichis a publicly traded company and which was formed as a result of a merger withTrotter, Inc.  Cybex Internationalmanufactures and distributes commercial and residential fitness equipment.  From December 1999 to June 2000, he servedas the Vice-President of Sponsor Relations for Values.Com.  Values.Com was a private internet companyand acted as an e-commerce provider for major charities.  Beginning April 2001 to the present, **Mr.Haberstroh** has served as the Managing Partner for DistinctiveImaging, LLC.

 

**Mr. Haberstroh**serves as a Vice-President of **ENI** on an “at will” basis at

 

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the pleasure of the Boardof Directors.  His term as a directorand officer is for one (1) year, which ends on December 31, 2003.

 

**NANCY KLEINER**

**VICE PRESIDENT, DIRECTOR OF SALES AND MARKETING AND DIRECTOR**

 

**Ms. Nancy Kleiner**,age 45, received a Bachelor of Arts degree in Physical Education from IndianaUniversity.  **Ms. Kleiner** is a Silver andBronze medal winner in the U.S. Dressage Olympics, which is the U.S. Easternstyle of riding.  She has spent 25 yearshoning her skill and has become one of only 100 certified Dressage instructorscertified by the USDF (United States Dressage Federation).  A multiple horse owner, she is also arenowned judge and trainer.  She travelsextensively throughout the Midwest, Northeast, and Southeast training bothhorses and riders.  She is sought afteras a judge and frequently as a commentator for modern Dressage events.  She is currently the trainer of a geldingowned by the winner of last year’s Breeders Cup.  **Ms. Kleiner** has extensive associations and relationships inboth the recreational horse world and the racing world.  From 2001 to the present, **Ms. Kleiner**has acted as the Personal Trainer for the new colt from last years Breeders Cupwinner.  She further serves as a judge,trainer and speaker on Dressage for the Midwest, Southeast and Northeast.  From 1988 through 2001, she served as theManaging Director for the Devonshire Equestrian Center which is a 100 horsebarn engaged in the business of boarding, training and housing horses for theequestrian discipline known as Dressage.

 

**Ms. Kleiner** servesas a Vice-President of **ENI** on an at will basis at the pleasure ofthe Board of Directors.  Her term as adirector and officer is for one (1) year, which ends on December 31, 2003.

 

**Compliance With Section 16(a) of theExchange Act**

 

All Directors, Officersand Beneficial Owners of more than ten percent (10%) of the Company’s commonequity securities of the Company failed to file on a timely basis reportsrequired by Section 16(a) of the Exchange act during the most recent fiscalyear.

 

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It is the Company’sbelief that Marianne Sun should have filed Forms 3, 4, 5 and Schedule 13(d) inthe past as the Company’s president and director and as a beneficial owner ofmore than 10% of the Company’s common equity securities.  Paul Haberstroh as a vice president anddirector of the company and Nancy Kleiner as a vice president and director ofthe Company also should have filed Forms 3, 4, 5 and Schedule 13(d) in thepast.

 

The Company is takingsteps to file all required forms that are past due.  Additionally, the Company is developing a policy to prevent thefuture failure of any officer or director to comply with Section 16(a) of theExchange Act.

 

**Item 10.****                                                    ExecutiveCompensation**

 

The Company employs itsofficers on an “at will” basis at the pleasure of the Board of Directors.

 

The compensationdisclosed herein represents all compensation awarded to, earned by or paid tothe Company’s named executive officers.

 

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**SummaryCompensation Table**

 
|                                   |   |                     |   | **Long-Term  Compensation** |   |           |   |
|----------------------------------------|--------|--------------------------|--------|-----------------------------|--------|----------------|--------|
|                                   |   | **Annual  Compensation** |   | **Awards**                  |   | **Payouts**    |   |   |   |
| **Name and  Principal  Position  (a)** |   | **Year  (b)**            |   | **Salary  (c)**             |   | **Bonus  (d)** |   | **Other  Annual  Compen-  sation  ($)  (e)** |   | **Restricted  Stock  Award(s) ($)   (f)** |   | **Securities  Underlying  Options/SARs  (#)  (g)** |   | **LTIP  Payouts  ($)  (h)** |   | **All Other  Compen-  sation ($)  (i)** |   |
| **Marianne  Sun**                      |   | 2001                     |   | 0                           |   | 0              |   | 0 |   | 10,000 | (1) | 0 |   | 0 |   | 0 |   |
| Chief Executive Officer                |   | 2002                     |   | 30,000                      |   | 0              |   | 0 |   | 0 |   | 0 |   | 0 |   | 0 |   |
|                                   |   |                     |   |                        |   |           |   |   |   |   |   |   |   |   |   |   |   |
| **Paul  Haberstroh**                   |   | 2001                     |   | 0                           |   | 0              |   | 0 |   | 0 |   | 0 |   | 0 |   | 0 |   |
| Vice-President                         |   | 2002                     |   | 0                           |   | 0              |   | 0 |   | 250 | (2) | 0 |   | 0 |   | 0 |   |
|                                   |   |                     |   |                        |   |           |   |   |   |   |   |   |   |   |   |   |   |
| **Nancy  Kleiner**                     |   | 2001                     |   | 0                           |   | 0              |   | 0 |   | 0 |   | 0 |   | 0 |   | 0 |   |
| Vice-President                         |   | 2002                     |   | 0                           |   | 0              |   | 0 |   | 250 | (2) | 0 |   | 0 |   | 0 |   |

 

No officer or directorhas been granted a stock purchase option at this time.

 

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(1)  Marianne Sun was issued a total of10,000,000 shares of restricted common stock for services rendered to theCompany in the fiscal year ended December 31, 2001.

 

(2)  Paul Haberstroh and Nancy Kleiner were eachissued a total of 250,000 shares of restricted common stock as compensation fortheir employment services for the fiscal year ending December 31, 2002.

 

**Item 11.****                                                    SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters**

 

The following table setsforth information as of the date of this report, regarding the beneficialownership of ENI’s common by (i) each person who is known to ENI to ownbeneficially more than five percent (5%) of the outstanding shares of thecommon stock of ENI, (ii) each director, (iii) each named executive officer,and (iv) all officers and directors as a group.

 
|   |   | **Name of  Beneficial Owner**         |   | **No. Shares** |   | **%Ownership(1)** |   |
|--------|--------|---------------------------------------|--------|----------------|--------|-------------------|--------|
|   |   |                                  |   |           |   |              |   |
| 1.     |   | Marianne Sun                          |   | 10,000,000     |   | 76.03             | %      |
|   |   |                                  |   |           |   |              |   |
| 2.     |   | Paul Haberstroh                       |   | 250,000        |   | 1.90              | %      |
|   |   |                                  |   |           |   |              |   |
| 3.     |   | Nancy Kleiner                         |   | 250,000        |   | 1.90              | %      |
|   |   |                                  |   |           |   |              |   |
| 4.     |   | All Officers and Directors as a Group |   | 10,500,000     |   | 79.83             | %      |

 

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(1)  Based upon13,152,600 shares of common stock issued and outstanding.

 

**Item 12.****                                                    CertainRelationships and Related Transactions**

 

During the past twoyears, we have not entered into a transaction with a value in excess of $60,000with a director, officer or beneficial owner of 5% or more of the Company’scapital stock.

 

**Item 13.****                                                    Exhibitsand Reports on Form 8-K**

 

(a)                                  **Exhibits**:  The following documents are incorporated byreference to Form SB-2 SEC File No. 333-84558.

 
|   | **Exhibit No.** |   | **Description**                                      |
|--------|-----------------|--------|------------------------------------------------------|
|   |            |   |                                                 |
|   | 3(i)            |   | Articles of Incorporation                            |
|   |            |   |                                                 |
|   | 3(ii)           |   | By-Laws                                              |
|   |            |   |                                                 |
|   | 10.1            |   | Warehousing,  Fulfillment and Distribution Agreement |
|   |            |   |                                                 |
|   | 10.2            |   | Confidentiality  Agreement                           |

 

(a)1                            **ExhibitsIncluded in the Report**:

 
|   | **Exhibit No.** |   | **Description**                                                       |
|--------|-----------------|--------|-----------------------------------------------------------------------|
|   |            |   |                                                                  |
|   | 99.1            |   | Certification of Chief  Executive Officer and Chief Financial Officer |

 

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(b)                                 **Reportson Form 8-K**: There were no reports on Form 8-K filed during thelast quarter for the period covered by this report.

 

**Item 14.****                                                    Controlsand Procedures**

 

(a)                                  **Evaluationof Disclosure Controls and Procedures**: Marianne Sun, our ChiefExecutive Officer and Chief Financial Officer has performed an evaluation ofthe Company’s disclosure and procedures, as that term is defined in Rule13a-14c f the Securities Exchange Act of 1934, as amended (the “Exchange Act”),within 90 days of the date of this report and she has concluded that suchdisclosure controls and procedures are effective to ensure that informationrequired to be disclosed in our periodic reports filed under the Exchange Actis recorded, processed, summarized and reported, within the time periodspecified by the Securities and Exchange Commission’s rules and regulations.

 

(b)                                 **Changesin Internal Controls**: No significant changes in the Company’sinternal controls or in other factors that could significantly affect thesecontrols were made as a result of the evaluation.

 

**Item 15.****                                                    PrincipalAccountant Fees and Services**

 

(1)                                  **AuditFees**: The following represent the aggregate fees billed for eachof the last two fiscal years for professional services rendered by theprincipal accountant for the audit of the registrant’s annual financialstatements and review of the financial statements included in the registrantsForm 10-QSB.  Please note that theregistrant was incorporated on December 12, 2001:

 
|   |   | **Year** |   | **Amount of  Fees** |   |
|--------|--------|----------|--------|---------------------|--------|
|   |   |     |   |                |   |
| 1.     |   | 2001     |   | $                   | 0      |   |
|   |   |     |   |                |   |
| 2.     |   | 2002     |   | $                   | 2,500  |   |

 

(2)                                  **Audit-RelatedFees**: The following represents the aggregate fees billed in eachof the last two fiscal years for assurance and related services by theprincipal accountant that are reasonably related to the performance of theaudit or review of the registrant’s financial statements and are not reportedunder Items 9(e)(1) f Schedule 14A:

 

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|   |   | **Year** |   | **Amount of  Fees** |   |
|--------|--------|----------|--------|---------------------|--------|
|   |   |     |   |                |   |
| 1.     |   | 2001     |   | $                   | 0      |   |
|   |   |     |   |                |   |
| 2.     |   | 2002     |   | $                   | 0      |   |

 

 

(3)                                  **Tax Fees**:The following represents the aggregate fees billed in each of the last twofiscal years for professional services rendered by the principal accountant fortax compliance, tax advice, and tax planning:

 
|   |   | **Year** |   | **Amount of  Fees** |   |
|--------|--------|----------|--------|---------------------|--------|
|   |   |     |   |                |   |
| 1.     |   | 2001     |   | $                   | 0      |   |
|   |   |     |   |                |   |
| 2.     |   | 2002     |   | $                   | 0      |   |

 

(4)                                  **All OtherFees**: The following represents the aggregate fees billed in eachof the last two fiscal years for products and services provided by theprincipal accountant, other than the services reported in Items 9(e)1 through9(e)(3) of Schedule 14A:

 
|   |   | **Year** |   | **Amount of  Fees** |   |
|--------|--------|----------|--------|---------------------|--------|
|   |   |     |   |                |   |
| 1.     |   | 2001     |   | $                   | 0      |   |
|   |   |     |   |                |   |
| 2.     |   | 2002     |   | $                   | 0      |   |

 

(5)                                  **AuditCommittee’s Pre-Approval Policies and Procedures**: Due to thesmall number of officers and directors of the registrant which total only three(3) individuals, the registrant has not yet established a formal auditcommittee.

 

Until such time as an audit committee has beenestablished, the full board of directors will undertake those tasks normallyassociated with an audit committee to include, but not by way of limitation,the (i) review and discussion of the audited financial statements withmanagement, (ii) discussions with the independent auditors the matters requiredto be discussed by the Statement On Auditing Standards No. 61, as may bemodified or supplemented, and (iii) receive from the auditors disclosuresregarding the auditors’ Independents Standards Board Standard No. 1, as may bemodified or supplemented.

 

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**SIGNATURES**

 

In accordance with Section 13 or 15(d) of the Exchangeact, the  registrant caused this reportto be signed on behalf by the undersigned, thereunto duly authorized.

 
|                |   |   |         | EQUINE NUTRACEUTICALS,  INC.           |
|---------------------|--------|--------|--------------|----------------------------------------|
|                |   |   |         |                                   |
|                |   |   |         |                                   |
|                |   |   |         | BY:                                    | /s/ Marianne Sun |   |
| DATED: May 17, 2003 |   |   | MARIANNE SUN |
|                |   |   |         | President and  Chief Executive Officer |
|                     |        |        |              |                                        |  |  |

 

In accordance with theExchange Act, this report has been signed below by the following persons in thecapacities and on the dates stated.

 

 
| /s/ Marianne Sun    |                                                                                               | Chairman  of the Board, |   | May 17, 2003 |
|---------------------|----------------------------------------------------------------------------------------------------|-------------------------|--------|--------------|
| MARIANNE SUN        | President, Chief  Executive  Officer, and Treasurer  (Principal Financial and  Accounting Officer) |                    |   |
|                |                                                                                               |                    |   |
|                |                                                                                               |                    |   |
| /s/ Paul Haberstroh |                                                                                               | Director                |   | May 17, 2003 |
| PAUL HABERSTROH     |                                                                                               |                    |   |
|                |                                                                                               |                    |   |
| /s/ Nancy Kleiner   |                                                                                               | Director                |   | May 17, 2003 |
| NANCY KLEINER       |                                                                                               |                    |   |

 

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CERTIFICATION

 

I, Marianne Sun, certifythat:

 

1.                                       Ihave reviewed this annual report on Form 10-KSB of Equine Nutraceuticals, Inc.

 

2.                                       Basedon my knowledge, this Annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report.

 

3.                                       Basedon my knowledge, the financial statements, and the financial informationincluded in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this annual report.

 

4.                                       Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a)                                                Designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this annual report is being prepared;

 

b)                                               Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

c)                                                Presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.                                       Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)                                                Allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b)                                               Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and

 

6.                                       Theregistrant’s other certifying officers and I have indicated in this annualreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 

 
| DATED: May 17, 2003 |   | /s/ Marianne Sun                                      |   |
|---------------------|--------|-------------------------------------------------------|--------|
|                |   | MARIANNE SUN                                          |
|                |   | Chief Executive Officer  and  Chief Financial Officer |

 

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