UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-KSB

                                   (Mark one)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2002

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT OF 1934

For the transition period from ________ to ________

                         Commission file number: 333-68570


                       LEXINGTON BARRON TECHNOLOGIES, INC.
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                     (Name of small business issuer in its charter)

       Colorado                            84-1557072
---------------------------------    -------------------------------
 (State or other jurisdiction of          (IRS Employer Identification No.)
   incorporation or organization)

                        102 South Tejon Street, Suite 1100
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                     (Address of principal executive offices)

                               (719) 351-7910
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                           (Issuer's telephone number)

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

Common Stock, par value $0.0001 per share
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(Title of class)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports),  and (2) has been subject to
such filing requirements for the past 90 days. Yes  [X]   No [ ]

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

The Company's revenues for the year ended December 31, 2002 were
$24,450.

As of December 31, 2002, the aggregate market value of the
voting stock held by non-affiliates of the registrant (based on
an assumed price of $0.10 per share held by non-affiliates on
December 12, 2002) was $181,600.

The number of shares of the registrant's common stock, par value
$0.0001 per share, outstanding as of April 21, 2003 was 7,051,025.

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

<PAGE>

PART I.

Item 1.  DESCRIPTION OF THE BUSINESS

GENERAL

Our Background.

Lexington Barron Technologies, Inc. was incorporated on
August 23, 2000 in Colorado and is authorized to issue
20,000,000 shares of common stock and 5,000,000 shares of
preferred stock.

In September 2000, we attended a venture capital
conference in Denver, Colorado where we met several consultants
that shared our vision of working with start-up companies and
small businesses.  By January 2001, our management team had put
in place a network of business consulting professionals that
ranged in expertise from technical consulting to financial
consulting to legal and accounting services.

In April 2001, we purchased from Graciela Ballesteros De
Colomer, an international business consultant, her proprietary
knowledge of business consulting models and client acquisition
methodologies; contacts of start-up businesses currently seeking
management, start-up or business consulting services; and
network of business professionals containing over 300 viable and
established contacts.  The purchase was made using stock-based
compensation, wherein Ms. De Colomer received 1,250,000 shares
of our Common Stock that we valued at $0.02 for the transaction.
We finished updating the information and verifying addresses and
phone numbers in September of 2001.   The negotiations with Ms.
De Colomer were done at arms-length and there were no special
considerations given to the transaction.  The acquisition did
not add any liabilities to the company.  On the transaction
date, our common stock had no reliable market value and we
valued the shares issued by the value of the marketing
expenditure at $.02 per share. As a result, we recognized a
stock-based compensation expense totaling $25,000.

In November 2001, we started a small test customer
acquisition campaign that targeted 20 potential small businesses
in Colorado and California.  In December 2001, we signed a
consulting agreement with our first customer, Aspin
Incorporated, for $3,000 to assist them with financial planning.
This project resulted in $4,000 of revenues, of which $2,000 was
received on February 26, 2002 and the remaining $2,000 was
received on April 8, 2002.  The payments were for service
obligations that included assisting Aspin to develop a long-term
capital plan that meets revenue and expense expectations,
strategic planning and the development of pro forma statements
that can be utilized to present to strategic partners, suppliers
or lenders. The agreement was for a minimum of two months and if
terminated during those two months required Aspin to pay a
minimum retainer equal to one-fourth (1/4) of the total

<PAGE>


contract. The only ongoing conditions or covenants that existed
were that the agreement could be renewed with consent from both
parties and that the cost of the services could increase if
approved by Aspin. There was a termination provision that
allowed either party to terminate the agreement with 30 days
prior written notice.

We have an affiliate relationship with Aspin Incorporated,
a customer that paid us $4,000 for financial planning, strategic
planning and financial analysis services. Charles Fishel, a
director for Aspin Incorporated, purchased 50,000 shares in our
Regulation D private offering at a price of $0.04 per share. Mr.
Fishel was largely responsible for Lexington Barron securing the
contract with Aspin Incorporated.

In February 2002, we signed two more customer agreements
one with Energy Alert, Inc. for $3,000 and the other with Aurel
Corporation for $2,500.  We received payment for both contracts
in April 2002.  In April 2002, Energy Alert asked us to perform
some strategy consulting and corporate structuring, which
resulted in $8,000 in additional revenue which we received on
May 9, 2002.  In May 2002, we signed a customer agreement with
ConservE Inc. for $5,750 and received payment in June 2002.

Lexington Barron's obligations in its customer agreement
with Energy Alert were to perform corporate structuring and
business planning services for which it would be paid $3,000.
These services included helping the company to structure itself
optimally so that workflow is maximized and shareholder value is
optimized.  Lexington Barron was also obligated to perform a
feasibility study of the company's business model and product
offering and to then work with the company to develop the most
appropriate business strategy and road map for the company to
follow. The agreement was for a minimum of two months and if
terminated during those two months required Aurel to pay a
minimum retainer equal to one-fourth (1/4) of the total
contract. The only ongoing conditions or covenants that existed
were that the agreement could be renewed with consent from both
parties and that the cost of the services could increase if
approved by Energy Alert. There was a termination provision that
allowed either party to terminate the agreement with 30 days
prior written notice.  In April 2002, Energy Alert asked us to
perform some strategy consulting and financial planning as
additional services, which resulted in $8,000 in additional
revenue, which was received on May 9, 2002.  The same provisions
from the first agreement were utilized in this second agreement.

Lexington Barron's obligations in its customer agreement
with Aurel Corporation were to perform corporate structuring and
business planning services for which it would be paid $2,500.
These services included helping the company to structure itself
so that economies of scale are optimized and costs reduced.
Lexington Barron also was obligated to perform a feasibility
study of the company's business model and product offering and
to then work with the company to develop the most appropriate
business strategy and sales channels to pursue. The agreement
was for a minimum of two months and if terminated during those
two months required Aurel to pay a minimum retainer equal to
one-fourth (1/4) of the total contract. The only ongoing
conditions or covenants that existed were that the agreement
could be renewed with consent from both parties and that the
cost of the services could increase if approved by Aurel. There
was a termination provision that allowed either party to
terminate the agreement with 30 days prior written notice.


<PAGE>


In May 2002, we signed a customer agreement with ConservE
Inc. for $5,750 and received payment in June 2002. Lexington
Barron's obligations in its customer agreement with ConservE
Inc. were to develop a long-term capital plan that meets revenue
and expense expectations, conduct a strategic assessment and
provide a strategic plan, and develop pro forma statements that
could be utilized to present to strategic partners, suppliers or
lenders. The agreement was for a minimum of two months and if
terminated during those two months required ConservE Inc. to pay
a minimum retainer equal to one-fourth (1/4) of the total
contract. The only ongoing conditions or covenants that existed
were that the agreement could be renewed with consent from both
parties and that the cost of the services could increase if
approved by ConservE Inc.. There was a termination provision
that allowed either party to terminate the agreement with 30
days prior written notice.


In March 2001, we issued 750,000 shares of our common
stock in exchange for financial consulting services valued at
$15,000.  On the transaction date, our common stock had no
reliable market value. The shares issued were valued by the
amount of services provided at $.02 per share. As a result, we
recognized a stock-based compensation expense totaling $15,000
in connection with this agreement.

In March 2001, we issued 625,000 shares of our common
stock in exchange for systems and software consulting services
valued at $12,500. On the transaction date, our common stock had
no reliable market value. The shares issued were valued by the
amount of services provided at $.02 per share. As a result, we
recognized a stock-based compensation expense totaling $12,500
in connection with this agreement.


Background

	The recent significant increase in technology start-up
companies and in-home businesses has created a substantial
demand for micro-level management consulting particularly in the
United States.  With the increase in such issues as
deregulation, privatization and market complexities, the
consulting industry has experienced a boom since 1997. In
addition, companies are finding new ways to define and combine
jobs as well as cut costs by outsourcing to consulting
companies.   However, because many of the well-established
consulting firms tend to deal with large organizations, a gap in
services is evident at the start-up level.  This gap has in turn
created a demand for management consulting service for start-up
companies and smaller businesses.  We were founded to address
the specific needs of smaller companies and startup
organizations by providing a broad range of consulting and
advisory services, ranging from market research and analysis to
business plan and systems development to financial consulting.


<PAGE>


The Facets of Service

Market Research and Analysis

	We provide market research and analysis services for
start-up firms.  These services serve as an entry point for
clients, where we can deliver an easy to understand view of the
marketplace as well as key customer segments specific to the
client's desired characteristics.  Additionally, this point of
entry enables us to have a screening process whereby we can
thoroughly analyze the client to determine if it is a viable
candidate that warrants further involvement.  Furthermore, the
process is at least a break-even mechanism, as we generate
revenues from our services even in cases that we determine do
not merit further participation.

	Upon analysis, we provide feedback to the client in the
form of a report, a formal presentation, and/or a one-to-one
consultation, depending on the client's needs.  We are able to
provide our clients with quality data, useful interpretations of
that data, and focused strategies based upon the results of that
data.  Our expertise enables clients to outsource this critical
business function and receive results in a timely manner, saving
the client time and money.

Examples of this type of research and analysis include the
following:

-       Analysis of capital markets
-       International market entry strategy
-       Capital budgeting
-       Taxation planning
-       Corporate structuring
-       Management of information systems
-       Strategic and financial planning


Business Plan Development

	Business plan development requires significantly more
input and cooperation from the client for the purpose of
producing the most accurate and useful business plan for their
organization. This service provides not only market research and
analysis, but also economic analysis and preliminary rounds of
company valuation.  The output of this process is a 360-degree
analysis of the company that results in an operational
framework, 3 to 5 year strategy and projected timeline, which
all together provide the client with an outline of the
procedural aspects of starting and growing the business.  More
importantly, at the end of this stage, the client not only has a
focused and specific plan but a selling piece that it can
utilize to attract investors or communicate its goal.


<PAGE>

	In this business plan development process, we typically
cover product design, sales and marketing strategies and
systems, financial analysis and projections, logistics, and a
plan of operation that is ready for implementation.  Through
this intense process, we are usually able to identify any key
resources and competitive or sustainable advantages of the
organization.  Most importantly, we then provide a recommended
method of how to best leverage those critical success factors, a
component that most start-up companies and small businesses
overlook.

	In addition to the services mentioned above, the following
provide a sampling of topics that we often address when we
conduct business plan development services:

-       Economic analysis of industry and market
-       Development of strategic plans, acquisition plans, and
industry forecasts
-       Cost/benefit analyses with regard to investment,
financing, and dividend decisions
-       Investment performance, rate of return analysis and
diversion of corporate assets
-       Market risk analysis which includes events such as the
effects of government regulation, governmental
expropriation, competitor transactions, or technology
change
-       Intercompany and intracompany transfer pricing for
tangible and intangible assets
-       Royalty rate and licensing analysis of intangible assets
and intellectual properties
-       Remaining useful life analysis for tangible and
intangible assets
-       Development of merger acquisition strategies and
criteria
-       Identification and assessment of merger acquisition
candidates
-       Due diligence analysis of individual targets
-       Financing - debt versus equity and an appropriate
capital structure
-       Negotiation of deal pricing, terms, and conditions
-       Deal structuring and securities design
-       Structuring equity allocation
-       Structuring transactions to comply with IRS or other
regulatory authorities
-       Refinancing and restructuring of current debt
-       Valuation of stock options, warrants, and grants


Systems Development and Organizational Growth

	Systems development is the most complex and demanding
service we offer.  This service is designed to be a fix-it
approach to a start-up that already has a business plan
developed.   Typically, small businesses or start-ups reach a
point we call "the leap of faith period", where the business has
shown that its product or service has generated interest and
that its business model is viable.  To grow beyond this point,
however, often requires additional financing or an assessment of
the systems that are in place.  In most cases, businesses that
are at this point are unable to obtain this on their own.  It is
at this point that businesses come to us to obtain analysis of
their operational systems and their plan for growth.

<PAGE>

	We conduct an internal analysis of the current system or
systems that are at capacity or are not performing to the
desired level.  This process requires a significant amount of
interaction between the start-up client and our agent in order
to understand the business, identify the current systems and why
they are being used.  As a result, we expect to generate the
most revenue under this category of service.

	An analysis of the systems and the strategies surrounding
those systems is then done in order to measure performance
quality and strategic accuracy.  We refer to this process as
"corporate chiropractic servicing", where we check to see what
systems and strategies are out of alignment.  At this point, we
also examine the client's benchmarks to ensure that the client
has established appropriate performance measurement criteria and
goals.  An adjustment or replacement of appropriate systems and
strategies is then developed in order to "realign" the client's
objectives and performance.

	Once the client has had a full analysis of its systems and
strategies, alternatives for growth can then be examined.  We
then walk the client through the most viable alternatives, and
together, develop a recommended action plan that can be
supported by our resources, capabilities and identified
strategic partnerships.  Continuous communication with the
client helps to facilitate this process, and upon completion,
the client has a viable action plan that is customized to the
client's specific needs and market conditions.

Market Segmentation and Sales Strategy

        The small business and start-up consulting market can be
divided into three distinct categories of customers:

        Entrepreneurs with an idea and no business Start-ups in need
of assistance with corporate structuring and launching the business
Young businesses that require assistance to reach the next level

        The first two categories rarely receive consulting services from
firms because few have the capital to pay for consulting
services and they also tend to be very risky projects.  The
third category may receive consulting services, but few
companies target this segment.  Because we have a low cost
structure, we can target businesses in the second and third
segments, and will focus primarily on businesses that fall
within the third category.

        Our founders have significant contacts in Colorado Springs and
Denver, where we will initially focus our efforts. Our President
and Vice President of Marketing will be responsible for direct
consultative selling to potential clients.  We are positioned to
receive multiple referrals from accountants, business lawyers
and small business incubators.  Additionally, although we do not
have one as of yet, we intend to develop and utilize a website
as a resource page for start-up companies and small businesses
to generate both name brand recognition and credibility.
Potential clients will able to "interview" us via our website,
as well as review case studies of our successes.


<PAGE>

        Our understanding of small business challenges and the dynamics
of growing a start-up comes from management's experience in the
banking, accounting and consulting industries.

Promotion Strategy

	The Promotion Strategy will focus on identifying the types
of interface opportunities that are available to reach start-up
entrepreneurs in order to deliver our message.  We believe
entrepreneurs and small businesses will respond to the message:

        "You don't have to have all the capabilities yourself.  You can
rent them!"

	We will advertise in specialized trade magazines including
printed matter as well as websites dedicated to relevant
content.  The strategy is to point the digital promotion
strategy towards start-ups seeking information on how to build a
company.  This is a quality approach to promotion rather than
the more traditional large-scale approach.  The advertising will
provide a link to future website where the prospect can review
our qualifications, our case study/success page, and register to
be interviewed for a consultation.  For clients that are further
along in the process and or long time business partners, the
website will provide secure access to business information
specific to the start-up industry and will serve as a small
business forum.

	We will focus our business development, sales and
marketing efforts on clients who have solid management teams,
products that are appropriate to market conditions, and viable
business models.  Within the framework of establishing a
geographically concentrated client base, the following strategy
will be undertaken utilizing a portion of the proceeds from this
offering:

        Develop and implement a direct mail campaign targeting small
business owners and entrepreneurs as part of an overall sales
plan

        Develop a website capable of demonstrating our services and
stimulating qualified sales leads

        Utilize promotional activities such as press releases, case
histories and articles in relevant trade publications.

        Attend trade shows, seminars and conferences to present our
services

        Place advertisements in journals to develop brand awareness



<PAGE>

Pricing

	Our pricing schedule is a simple model based on the
anticipated number of hours required to deliver the desired
service and the complexity of the required resource.  The cost
of the job will vary from client to client and will also depend
on the cost of the resources required to produce the final
deliverable.  For example, we expect to have the following price
schedule:

Description of Service             Fees (per hour)
Market research                         $60.00
Business plan development               $75.00
Strategy development                    $100.00
Financial modeling and forecasting	$125.00
Pre-IPO and IPO consulting              $150.00 and higher

	In cases we deem appropriate, we will accept equity stakes
in the client as a form of payment for services rendered.  This
is an extremely important area of leverage for us because it
provides the opportunity for the client to still be serviced
despite any cash flow problems at the time of negotiation or
payment.  An equity stake in the start-up also buttresses the
notion of the dedicated best effort we will deliver to the
client.  From the opposite perspective, this channel of payment
creates the opportunity for us to grow much more quickly because
of ownership stakes in multiple start-ups.

	A second source of revenue is the residual Networkers fee.
This is an opportunity for the client to join the community of
start-ups and other businesses in a network format to be
continued on an annual fee basis.  The annual fee will depend on
the size of the member, and will be reviewed annually.
Initially the fee will not be considered a significant source of
revenue.  As our client base grows, however, annual fees could
represent a significant portion of revenues.  The average annual
fee is estimated to be $350 year.  The benefits to the members
are that they have immediate access to follow-up service with us
for quick questions and answers.  Secondly, the Networkers
community provides ample opportunity for former clients and
other members to develop business relationships for future
growth in their respective businesses, thus fostering a forum
for entrepreneurs and start-ups.

Customers

	The primary customer base will be start-up companies and
small businesses that need assistance with the development and
management of their growth.  While this will be our focus, we
expect to secure contracts with some small to medium sized
enterprises.  Management believes that it can obtain 5 main
clients in its first year, 8 clients in its second year and 12
clients in its third year.  The Networkers members will be
considered key customers of the past and a source of future
business as well.

<PAGE>


Competitive Environment

	During the late 1980's and throughout the 1990's, the
consulting industry exploded as technology advances and a
changing global market created demand for qualified business
advice.  With companies turning to consulting firms in
unprecedented numbers, the consulting industry became intensely
competitive as the market became flooded with consulting firms.
The high demand coupled with the need for fast solutions
resulted in a proliferation of cookie-cutter style consulting
solutions.  In fact, through the use of strategic alliances with
high-technology giants such as IBM, SAP, Oracle, HP, and Cisco
Systems, many consulting companies essentially became sales
networks for high-technology solutions.

	In the last couple of years, the industry has seen a
resurgence of consulting firms that are branding them as "fresh"
and "innovative", in a backlash against the cookie-cutter style
consulting solutions.  The industry is now recognizing that the
explosion of consultants has left an unserved market, primarily
start-ups and small businesses that were overlooked in the rush
to secure large accounts with multi-million dollar corporations.

	Venture capital firms are the main ones that have
traditionally served start-ups and small businesses with
consulting services.  We believe that the main competitive
threat for our niche market of consulting for start-up companies
is the venture capital community.  Due to its primary role of
financing start-up operations, venture capitalists have had to
provide consulting services in order to strengthen their
client's prospects.

	However, most venture capitalists are reluctant to offer
consulting services to companies they do not envision financing.
Therefore, the pool of businesses receiving consulting services
from venture capitalists is very small.  Nevertheless, venture
capitalists overlap significantly with us with regard to target
market and services provided.

	As of 1998 there were over 44,900 consulting service firms
in the United States.  The domestic market has seen a shift in
this service to a technology based and strategic focused
approach to consulting and the firms are concentrating on the
entire business process. Today, technology planning, strategic
services and enterprise consulting represent 35 percent, 20
percent and 15 percent respectively of the worldwide consulting
spending.   Currently there are six dominant Management
Consulting Companies in the US and hundreds of smaller ones. The
continuous advancements in technology and the individual needs
of companies will shape the ways in which consultants serve
their clients throughout the next decade.

	There are a plethora of companies providing business plan
consulting services for start-ups with the main objective being
attracting investors.  Most small business sites are non-profit
organizations that provide entrepreneurs and small businesses
with links and resources.  Following these links leads to few
companies that actually focus on serving all needs of start-ups
and small businesses.


<PAGE>

        Management does not believe that it has a sustainable
competitive advantage as the qualities that make Lexington
Barron a unique consulting firm could be duplicated.  However,
management does believe it is able to differentiate itself
because of the network of professionals upon which it can draw
to service a project.  We believe that many consulting firms
specialize too narrowly, which makes it difficult for small
businesses to employ consulting firms because it is costly to
have several firms provide guidance across a spectrum of needs.
We believe, however, that small business will find our approach
appealing because they will have access to consulting expertise
in many areas within just one firm.

	We have identified three main significant competitors in
our targeted area of initial penetration.  While it seems to
offer packaged solutions primarily through its website ,
MindSpringBiz is catering to the same targeted customers as us.
Another direct competitor we have identified is iEmploy.com,
which provides resources to help startups and small businesses -
ranging from human resources outsourcing to venture capital to
valuation strategies.   The other direct competitor is Laurel
Ventures, which is based in Menlo Park, although its services
are heavily biased towards technology start-ups.

        Based upon its experience, management believes that the
larger the consulting company the larger the customers tend to
be.  Since most small businesses are not as well capitalized as
larger businesses, and thus cannot afford extensive consulting
services, consultants overlook the vast majority of small
businesses.  However, the vast majority of consultants and
consulting firms are smaller firms such as ours.

        As such, there are more and more firms that are trying to
enter this market segment and find profitable models of working
with smaller businesses.  As this trend continues, it will
become increasingly difficult for our company to compete with
other firms, which could affect our ability to continue
operating.


General

	We estimate that there are more than 250,000 consultants
in the U.S. and the consulting industry has been on a sustained
growth curve for well over a decade.  In fact, it is estimated
that total management consulting revenues worldwide hit $89
billion in 1998 and are growing at over 20% per year.  While
many of the world's largest consulting firms are growing even
faster than the market, consulting remains a fragmented business
where thousands of small specialty firms prosper.


<PAGE>


	Even though there are thousands of consulting
organizations across the country, these firms can be tough to
measure because most are privately held.  In addition, almost
all work directly with other businesses rather than with your
average consumer, meaning they tend to be intensely private
about the names of the clients they work with and the actual
work they do. Analysts typically divide the industry into six
different categories: the industry elite, the Big Five,
boutiques, information technology (IT) consultancies, human
resources specialists, and the independents. According to
wetfeet.com, most consultant firms in the industry can be put
into one or more of these six different categories.

Industry Elite

        Companies in this category provide cutting-edge strategy
and operations advice to the top management of large
corporations.  Players in this group include Arthur D. Little,
A.T. Kearney, Bain & Co., Booz-Allen & Hamilton, The Boston
Consulting Group, McKinsey & Co., Mercer Management Consulting,
and Monitor Co.

Big Five

        This category refers to the consulting operations of the
Big Five accounting firms.  Although these firms provide some of
the same strategy and operations advice as the elite, they tend
to put a stronger emphasis on implementation work, particularly
in the IT world. The players are Andersen Consulting , Deloitte
Consulting (part of Deloitte & Touche), Ernst & Young, KPMG, and
PricewaterhouseCoopers.

Boutique

        Firms in this category specialize along industry or
functional lines. Although often smaller, these firms may have
top reputations and do the same operations and strategy work the
elite firms do, but with more of an industry focus.
Representative players include: Advisory Board Company and APM
(health care), Corporate Executive Board (cross-company
research), CSC Planmetrics (energy and utility industry),
Cluster Consulting (telecommunications and the internet),
Marakon Associates (strategy), Mitchell Madison Group (financial
and strategy), Oliver Wyman (financial services), Oxford
Associates (sales), PRTM (high-tech operations), Strategic
Decisions Group (decision analysis), Roland Berger & Partners
(strategy and operations), and Vertex Partners (strategy).

IT

        Information technology specialists constitute one of the
fastest-growing sectors of the consulting world, although this
sector's growth isn't quite as meteoric as that of strategy
consulting, according to Kennedy Information Group. IT firms
provide advice, implementation, and programming work on issues
related to computer systems, telecommunications, and the
Internet. Representative players include American Management
Systems, Computer Sciences Corp., Diamond Technology Partners,
EDS, IBM, Mondial, and the Big Five firms.


<PAGE>


Human Resources

        This area of consulting focuses on personnel issues such
as employee management and evaluation systems, payroll and
compensation programs, pensions, and other benefits programs.
Representative firms include The Hay Group, Hewitt Associates,
William M. Mercer, Sibson & Co., Towers Perrin, and Watson Wyatt
Worldwide. In addition, several of the Big Five firms have
practices devoted to this area.

Independents

        This category describes "one-man or one-woman" shops,
which far outnumber the larger firms with 45 percent of all
consultants classifying themselves as independents. They
typically have some sort of industry or functional specialty and
get hired on a project basis.

        Analysts predict that the next few years will be boom
years for consultants, as the profession has a fertile, creative
base with thousands of small and large firms offering rich
expertise in specialized areas. As eCommerce continues to grow,
technology demand for consulting promises to be a large area of
growth. While analysts expect large consulting groups to jockey
for position in serving the world's major corporations, there is
little being mentioned about the increasing need for consulting
services for start-ups and small businesses.

Research and Development

	We have not conducted any research and development
activities, nor do we expect to do so in the near future.  No
funds are set aside in this offering to provide for research and
development.

Government Regulation

	There are no federal, state and local government
regulations that directly apply to us, nor is there a need for
governmental approval to provide our services.  Government
regulation is not expected in the future, but should it occur,
it could possibly affect our provision of services.


EMPLOYEES

	As of the date of this report we have 3 full-time
employees.  We presently have no labor union contract between us
and any union and we do not anticipate unionization of our
personnel in the foreseeable future.


<PAGE>

        We currently have four technical consultants, two legal
consultants, two accounting consultants, four financial
consultants, three strategy consultants, two marketing
consultants and five consultants that we label "generic"
(because they have operations, management and other professional
experience).  These twenty-two consultants are readily available
and are typically able to work on a project within two weeks of
being notified.  They all work as independent contractors and
are paid by the hour.


Item 2.  DESCRIPTION OF PROPERTIES

        We do not own any real property. We presently have a rent-
free agreement with our CEO, Phillip Kilgore, at our current
address. This agreement provides us with approximately 200
square feet of office space.  Our management believes our
current office space will be sufficient for our projected
operations, unless we greatly expand our operations. Although we
have no plans to relocate our facility, should the occasion
arise to do so, there can be no guarantee that we will be able
to find sufficient space at reasonable costs.


Item 3.  LEGAL PROCEEDINGS

	As of the date of this report, we are not a party to any
legal proceedings.


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

None.


<PAGE>

PART II.

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

Market Information

Our common stock is not yet approved for quotation on the
National Association of Securities Dealers OTC Bulletin Board.
We applied for quotation on February 10, 2003.

(a) 	The Company consummated an initial public offering of
its Common Stock, no par value per share pursuant to a
registration statement declared effective by the Commission on
November 12, 2002, File No.  333-86244 ("Registration
Statement").

 	As of April 21, 2003, there were 39 holders of record of
Common Stock inclusive of those brokerage firms and/or clearing
houses holding the Company's Common Stock in street name for
their clientele (with each such brokerage house and/or clearing
house being considered as one holder).

        The Company has never paid a dividend on its common stock.
It is the Company's present policy to retain all earnings to
provide funds for the future growth of the Company.

Recent Sales Of Unregistered Securities

        In December 2000, the company issued 3,301,025 shares of
it's no par value restricted common stock to its three
officers of the company in exchange for expenses paid on
behalf of the company in the amount of $1,683 and
equipment purchased for the company in the amount of
$4,919. Phillip Kilgore received 1,610,475 shares for his
expenses of $3,220.95.  Mr. Neale received 848,955 shares
for his expenses of $1,697.91.  Mr. Goller received
841,595 shares for his expenses of $1,683.19.  On the
transaction date, the company's common stock had no
reliable market value. The shares issued were valued by
the amount of reimbursement at $.002 per share.  The
transaction was exempt from registration under Section
4(2) as all purchasers were sophisticated and, as officers
of the company, had access to all material information
regarding the company.  The shares were issued with
restrictive legend and the transactions did not include a
public distribution or offering.

<PAGE>


        In September 2001, the company issued 250,000 shares of
its common stock to the Law Office of James G. Dodrill II,
P.A. for legal services related to the company's proposed
Form SB-2 registration statement.  The transaction was
valued at $.04 per share in accordance with
contemporaneous stock sales in January 2002. As a result,
the company recognized deferred offering costs totaling
$10,000 in the accompanying financial statements.  The
transaction was exempt from registration under Section
4(2) as the recipient of the shares is a sophisticated
investor and was provided with access to the officers of
the company so as to receive all material information
regarding the company which the recipient requested.  The
shares were issued with restrictive legend and the
transactions did not include a public distribution or
offering.

        In March 2001, the company issued 750,000 shares of its
common stock to Jaime Luis Perez Marquez in exchange for
financial consulting services valued at $15,000.  On the
transaction date, the company's common stock had no
reliable market value. The shares issued were valued by
the amount of services provided at $.02 per share. As a
result, the company recognized a stock-based compensation
expense totaling $15,000 in the accompanying financial
statements.  The transaction was exempt from registration
under Section 4(2) as the recipient of the shares is a
sophisticated investor and was provided with access to the
officers of the company so as to receive all material
information regarding the company which the recipient
requested.  The shares were issued with restrictive legend
and the transactions did not include a public distribution
or offering.

        In March 2001, the company issued 1,250,000 shares of its
common stock to Graciela Ballesteros De Colomer in
exchange for consulting services that included sales
leads, marketing lists and materials as well as
advertising advice valued at $25,000.  On the transaction
date, the company's common stock had no reliable market
value. The company valued the shares issued by the value
of the marketing expenditure at $.02 per share. As a
result, the company recognized a stock-based compensation
expense totaling $25,000 in the accompanying financial
statements.  The transaction was exempt from registration
under Section 4(2) as the recipient of the shares is a
sophisticated investor and was provided with access to the
officers of the company so as to receive all material
information regarding the company which the recipient
requested.  The shares were issued with restrictive legend
and the transactions did not include a public distribution
or offering.

        In March 2001, the company issued 625,000 shares of its
common stock to Ruben Garduno in exchange for systems and
software consulting services valued at $12,500.  On the
transaction date, the company's common stock had no
reliable market value. The shares issued were valued by
the amount of services provided at $.02 per share. As a
result, the company recognized a stock-based compensation
expense totaling $12,500 in the accompanying financial
statements.  The transaction was exempt from registration
under Section 4(2) as the recipient of the shares is a
sophisticated investor and was provided with access to the
officers of the company so as to receive all material
information regarding the company which the recipient
requested.  The shares were issued with restrictive legend
and the transactions did not include a public distribution
or offering.


<PAGE>

        During January 2002, the company conducted a private
placement offering whereby it sold 875,000 shares of its
no par value common stock to the shareholders listed in
the selling shareholders' table for $.04 per share
pursuant to an exemption from registration claimed under
sections 3(b) and 4(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D promulgated
thereunder. The shares were sold through the company's
officers and directors to a total of 33 investors. The
company received proceeds in the amount of $33,000, a
subscription receivable in the amount of $2,000 and paid
$7,500 in related offering expenses as of February 15,
2002.  The transaction was completed on February 12, 2002
and did not include a public distribution or offering.

        The following information is furnished with regard to all
securities sold by us within the past three years that were
not registered under the Securities Act.  The issuances
described hereunder were made in reliance upon the exemptions
from registration set forth in Section 4(2) of the Securities
Act or Regulation D, Rule 506 of the Securities Act.  None of
the foregoing transactions involved a distribution or public
offering.


Date        Name                            # of Shares     Total Price
--------    ---------------                 -----------     -----------
12/15/00    Phillip Kilgore                 1,610,475         *
12/15/00    Jeffrey Neale                   848,955           *
12/15/00    David Goller                    841,595           *
4/5/01      Jamie Luis Perez Marquez        750,000           *
4/20/01     Graciela Ballersteros DeColomer 1,250,000         *
5/30/01     Ruben Garduno                   625,000           *
9/28/01     Jim Dodrill                     250,000           *
1/16/02     Camilla Edblem                  50,000           $2,000
1/16/02     Darren Woosley                  25,000           $1,000
1/16/02     Derek Bannister                 25,000           $1,000
1/16/02     Eric Majors                     50,000           $2,000
1/16/02     Ernesto Angel                   25,000           $1,000
1/16/02     Gary Killian                    12,500           $500
1/28/02     Brent Madison                   25,000           $1,000
1/28/02     Chuck Fishel                    50,000           $2,000
1/28/02     David Lirette                   12,500           $500
1/28/02     Dennis Davis                    50,000           $2,000
1/28/02     George McDaniel                 25,000           $1,000
1/28/02     Jesus Romero                    25,000           $1,000
1/28/02     Joshua Wolcott                  25,000           $1,000
1/28/02     Kerri Wolcott                   25,000           $1,000
1/28/02     Kim Arel                        25,000           $1,000
1/28/02     Marcy Richfield                 12,500           $500
1/28/02     Monte J. Diede                  25,000           $1,000
1/28/02     Nathan Enger                    25,000           $1,000
1/28/02     Nolen G. Brown                  25,000           $1,000
1/28/02     Pamela Parris                   12,500           $500
1/28/02     Peter Contreras                 25,000           $1,000
1/28/02     Richard Estrada                 25,000           $1,000
1/28/02     Rosiland McDaniel               25,000           $1,000


<PAGE>


1/28/02     Sarah McDaniel                  25,000           $1,000
1/28/02     Steve Goller                    12,500           $500
1/28/02     Steve Wernli                    12,500           $500
1/28/02     Troy Lynette                    25,000           $1,000
1/29/02     Iris Silva                      25,000           $1,000
1/29/02     Susan Scotland                  25,000           $1,000
2/7/02      Fone Likitkorn                  12,500           $500
2/7/02      Rodney Ramsay                   75,000           $3,000
2/7/02      Ruben Garduno                   12,500           $500
2/7/02      Terry Madison                   25,000           $1,000

* issued for services rendered and/or reimbursements for expenses.


<PAGE>


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

Results and Plan of Operations
---------------------------------

        For the period from inception through December 31, 2001 no
revenue was generated or anticipated by management's forecast.
In November 2001, we started a small test customer acquisition
campaign that targeted 20 potential small businesses in Colorado
and California.

	Management planned on its first revenue generating project
by the first quarter of 2002, which it successfully met.  In
December 2001, we signed a consulting agreement with our first
customer, Aspin Incorporated, for $3,000 to assist them with
financial planning.  This project entailed helping Aspin with
financial modeling for its service offering, capital budgeting
exercises, determining a strategy for future financing needs,
and developing revenue forecasts for pro formas.  This project
resulted in $4,000 of revenues, of which $2,000 was received on
February 26, 2002 and the remaining $2,000 was received on April
8, 2002. We have a relationship with Charles Fishel, a director
of Aspin Incorporated. Mr. Fishel purchased 50,000 shares of our
common stock in our Regulation D private offering at a price of
$0.04 per share. Mr. Fishel was largely responsible for
Lexington Barron securing the contract with Aspin Incorporated.


	In February 2002, we signed two more customer agreements
one with Energy Alert, Inc. for $3,000 and the other with Aurel
Corporation for $2,500.  We received payment for both contracts
in April 2002.  The consulting project with Energy Alert
involved an analysis of the sales and distribution channels and
how best to strategically position the company. For Aurel, we
helped the company to structure itself optimally so that
workflow is maximized and shareholder value is optimized. We


<PAGE>


also performed a market analysis that included a business
strategy and road map for the company to follow.  In April 2002,
Energy Alert asked us to perform some additional strategy
consulting as well as some corporate structuring services, which
resulted in $8,000 in additional revenue which we received on
May 9, 2002. For this contract, we helped Energy Alert evaluate
its systems and procedures to determine a more efficient sales
strategy and delivery of products and services.  In order to
implement these recommendations, Energy Alert needed our help in
restructuring certain departments and how to improve the
effectiveness of the organizational chart.  In May 2002, we
signed a customer agreement with ConservE Inc. for $5,750 and
received payment in June 2002.  ConserveE contracted us to help
them conduct a feasibility study of their business model and
then conduct market research to help them identify strengths,
weaknesses, threats and opportunities the company is facing.

	In August 2002, we signed a customer agreement with RZ
Graphics for $3,200 and received payment in September and
November 2002.  RZ Graphics contracted us to help them conduct a
feasibility study of their business model with specific emphasis
and analysis of the sales and distribution channels.


        As a result, this small test customer acquisition campaign
has resulted in $24,450 in revenues to date.  However, we wish
to remind investors that there can be no guarantee that we will
be able to continue to secure customer agreements or generate
sufficient revenues, if any, in the future.

        If we are unsuccessful at raising sufficient funds, for
whatever reason, to fund our operations, we may be forced to
seek a buyer for our business or another entity with which we
could create a joint venture.  We have not identified any buyers
or any joint venture candidates.  In addition, we have not
entered into any understandings or agreements to sell the
business.

        The deficit we have accumulated during our development
stage from inception to December 31, 2002 is $429,141. We
incurred expenses during the year ending December 31, 2001 of
$239,226. These expenses have been financed exclusively through
receipts from equity subscriptions and through the issuance of
restricted shares of our common stock and contributed services
by our offices.  Our loss per share for the year ending December
31, 2001 was $(0.05).

        As of December 31, 2002, we had purchased $8,419 in
equipment.  The equipment consists of computers, modems
and networking.  This equipment is vital to the Company's
service delivery.

<PAGE>

        Depreciation expense from August 23, 2000 (inception)
through December 31, 2002 totaled $4,959.  We depreciate
our computer equipment over three years, commencing on the
day the equipment is placed into service.

        As of December 31, 2002, we had deferred $73,500 in
legal, accounting and printing costs.  These costs are
related to our proposed common stock offering.    As such,
we did not charge them against operations.  Instead, we
will subtract them from the proceeds of the proposed
common stock offering, once it is completed.  We will
continue to defer such costs until the offering is
completed.  We will charge to operations, any deferred
offering costs in excess of the offering proceeds.

        As of December 31, 2002, we had accounts payable
totaling $56,299.  The $?? was due to our auditor for
services rendered in our December 31, 2001 audit.  This
amount has subsequently been paid.

        During the six months ended December 31, 2002, we
incurred $31,909 in professional services.  These services
were for advertising, sales and marketing, computer
consulting (network configuration and Internet
connectivity) and data entry. In addition, we booked
$160,450 in contributed services and $9,000 in contributed
rent.  Contributed services are management's time and
effort for which no cash or stock-based compensation will
be paid.  The value of management's time and effort is
estimated by comparing the level of effort to the cost of
similar labor in the local market.  The amount of time
contributed is taken from time and attendance records.
Contributed rent is office space provided by management at
no charge.  The value of contributed rent is determined by
comparing the size and quality of the office space
provided with the cost of similar space in the local
market.

        Management believes that, even though our auditors have
expressed substantial doubt about our ability to continue as a
going concern, due to our low burn rate and the cooperation of
our management in deferring salaries, even if we are
unsuccessful in selling any of the shares of common stock
offered by this prospectus, assuming that we do not commence our
anticipated operations, we will be able to satisfy our cash
requirements for at least the next 12 months.  However, please
be aware that at December 31, 2002 we had a total of only $150
in cash on hand.  Fully executing our business plan, however,
will significantly change our cash needs and monthly burn rate
and we will not be able to begin such execution until we have
raised at least $250,000 in gross proceeds.  "Monthly burn rate"
is the amount of money we must spend each month to continue
operating.  If we are unable to have sufficient cash to cover
our monthly expenses, then we may not be able to continue
operating and investors would lose their entire investment.

        We do not anticipate that there will be any significant
changes in the number of employees or expenditures from what is
discussed in this prospectus.  There can be no guarantee,
however, that conditions will not change forcing us to make
changes to any of our plan of operations or business strategies.


<PAGE>


Liquidity and Capital Resources
------------------------------------------

        At this time we do not have any significant current
liabilities.  Our business expansion will require significant
capital resources that may be funded through the issuance of
notes payable or other debt arrangements that may affect our
debt structure.

        To date we have spent a total of $4,904 in general
operating expenses and expenses associated with monthly
operations and securing the company's first customer.  These
expenses included communications, rent and other general and
administrative costs.  We raised the amounts used in these
activities from a Regulation D offering in which we raised
$27,500, net of $7,500 in offering costs.  The $7,500 was paid
to Europa Global for assisting with the drafting of the offering
document.

        To date, we have managed to keep our monthly burn rate
under an estimated $800 per month for two reasons.  First, our
officers have agreed to defer their salaries until the earlier
of September 30, 2003 or until we have raised a minimum of
$250,000 in gross proceeds from this offering.  Second, we have
been able to keep our operating expenses to a minimum by
operating in space owned by our sole officer and are only paying
the direct expenses associated with our business operations.

        Given our low monthly burn rate and the agreement of our
officers, management believes that, even though our auditors
have expressed substantial doubt about our ability to continue
as a going concern, and assuming that we do not fully commence
our anticipated operations it has sufficient financial resources
to meet its obligations for at least the next twelve months.

        In the next stage of our business plan which management
has estimated will be from May 2003 through December 2003, we
will need cash for marketing to secure customer contracts,
travel to meet with prospective clients and communications.  The
most important milestone will be securing five consulting
projects that collectively total $25,000 because management
believes that these revenues would cover the cost of doing
business in this first stage since management will continue to
defer its salaries.  The next important milestone would be to
secure and perform on a consulting contract worth at least
$50,000, which management believes it could then utilize as a
success story to market the company as a provider of high
quality consulting services.  There can be no guarantee that we
will successfully reach either of these benchmarks.

        In the following stage of business starting in January
2004, our main cash need will be for expenses relating to
growth, such as hiring additional staff that are experienced in
providing consulting services for emerging companies, moving
into larger office space and increased expenses associated with
performing consulting contracts.  Management expects this stage
to start January 2004 and last through December 2004.  We
anticipate that during this stage, in order to fully execute our
business plan, we would need to spend a minimum of $150,000 on
growth or expansion related expenses.  The most important
milestone during this stage will be breaking into the larger
contract management consulting market by securing a $100,000
contract.  Such a contract is important for its prestige value,
as contracts of this size (and larger) are extremely
competitive, and securing one would be a significant stamp of
validation upon the company's consulting services.  There can be
no guarantee that the company will meet this objective.


<PAGE>

        We hope to raise funds through this offering.  If we are
unable to raise the needed funds through this offering we will
seek alternative financing through means such as borrowings from
institutions or private individuals.  There can be no guarantee
that we will be able to keep costs from being more than these
estimated amounts or that we will be able to raise such funds.
Even if we sell all shares offered through this registration
statement, we expect that we will seek additional financing in
the future.

        However, we may not be able to obtain additional
capital or generate sufficient revenues to fund our
operations.  If we are unsuccessful at raising sufficient
funds, for whatever reason, to fund our operations,
management believes it can continue seeking opportunities
in the business consulting industry that require less
capital.  An example of such an opportunity would be
securing a consulting contract and then subcontracting the
project to other consultants to perform on the contract.
If no alternative financing can be found and management is
unable to identify and capitalize on opportunities in the
business consulting industry, we may be forced to seek a
buyer for our business or another entity with which we
could create a joint venture.  However, we have not
identified any buyers or any joint venture candidates.  In
addition, we have not entered into any understandings or
agreements to sell the business.  If all of these
alternatives fail, we expect that we will be required to
seek protection from creditors under applicable bankruptcy
laws.  Our independent auditor has expressed substantial
doubt about our ability to continue as a going concern and
believes that our ability is dependent on our ability to
implement our business plan, raise capital and generate
revenues.  See Note 1 of our financial statements.

Uncertainties
-----------------

        There is intense competition in the consulting industry
with other companies that are much larger and both national and
international in scope and which have greater financial
resources than we have.  At present, we require additional
capital to make our full entrance into the consulting industry.

Forward Looking Statements

        Certain statements in this report are forward-looking
statements within the meaning of the federal securities laws.
Although we believe that the expectations reflected in our
forward-looking statements are based on reasonable assumptions,
there are risks and uncertainties that may cause actual results
to differ materially from expectations. These risks and
uncertainties are discussed in the preceding pages and elsewhere
in this prospectus (see "Risk Factors")..


<PAGE>


Recent Accounting Pronouncements

	SFAS No. 141, "Business Combinations", establishes
financial accounting and reporting standards for business
combinations and supercedes APB Opinion No. 16, "Business
Combinations" and SFAS No. 38, "Accounting for Preacquisition
Contingencies of Purchased Enterprises".  All business
combinations in the scope of SFAS No. 141 are to be accounted
for using the purchase method of accounting.  Adoption of SFAS
No. 141 is not expected to have a material effect on the
company, inasmuch as we have historically not participated in
any business combinations.

	SFAS No. 142, "Goodwill and Other Intangible Assets",
establishes financial accounting and reporting standards for
acquired goodwill and other intangible assets and supercedes APB
Opinion No. 17, "Intangible Assets".  SFAS No. 142 establishes
standards as to how intangible assets that are acquired (but not
acquired in a business combination) should be accounted for in
financial statements upon their acquisition.  In addition, SFAS
No. 142 establishes standards how goodwill and other intangible
assets should be accounted for after they have been initially
recognized in the financial statements.  Adoption of SFAS No.
142 is not expected to have a material effect on the company,
inasmuch as we have historically not had a material amount of
intangible assets and no goodwill recorded in the financial
statements.

        Statement No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets" supercedes Statement No.
121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of" ("SFAS 121").
Though it retains the basic requirements of SFAS 121
regarding when and how to measure an impairment loss, SFAS
144 provides additional implementation guidance.  SFAS 144
excludes goodwill and intangibles not being amortized
among other exclusions.  SFAS 144 also supercedes the
provisions of APB 30, "Reporting the Results of
Operations," pertaining to discontinued operations.
Separate reporting of a discontinued operation is still
required, but SFAS 144 expands the presentation to include
a component of an entity, rather than strictly a business
segment as defined in SFAS 131, Disclosures about Segments
of an Enterprise and Related Information.  SFAS 144 also
eliminates the current exemption to consolidation when
control over a subsidiary is likely to be temporary.  This
statement is effective for all fiscal years beginning
after December 15, 2001.  The company believes that the
future implementation of SFAS 144 on January 1, 2002 will
not have a material effect on the company's financial
position, results of operations or liquidity.

<PAGE>


Item 7.  FINANCIAL STATEMENTS

    	The Financial Statements are included with this report
commencing on page F-1.


Item 8.  CHANGES IN ACCOUNTANTS AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.



<PAGE>


PART III.

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

Directors and Executive Officers

Our directors, executive officers and key employees are as
follows:


Name                Age    Position                      Director Since
---------------     ---    --------------------------    --------------
Phillip Kilgore     40     Chairman and interim Chief        2001
                           Executive Officer, Principal
                           Financial Officer

David Goller        47     Executive Vice President          2001

Jeffrey Neal        47     Vice President                    2001


	A list of the current officers and directors appears
below.  Our directors are elected annually by the shareholders
and do not presently receive any fees or other remuneration for
their services, although they are reimbursed for expenses
associated with attending meetings of the Board of Directors.
Our officers are elected by the Board of Directors.


Phillip Kilgore.  Founder, Chairman and Interim Chief Executive
Officer,  (Age 40).  Mr. Kilgore has served as our Chairman and
Chief Executive Officer since inception.  From 1993 to 2000, Mr.
Kilgore worked with Honeywell Technology Solutions.  He held
positions with Honeywell as a Quality Manager and System
Security Engineer.  From 1984 to 1992, Mr. Kilgore was a
Criminal Investigator with the US Air Force.  Prior to that he
was a communications Electronics Officer for the Air Force.

His wealth of experience will help us to expand our systems
development and organizational growth consulting services
division.  As a Quality Manager and systems engineer, Mr.
Kilgore is an expert in systems, processes and procedures that
give a company a competitive edge.

Mr. Kilgore has a Bachelor of Science in History from the US Air
Force Academy.  Mr. Kilgore has earned numerous awards and
certificates including the following: Software Quality
Engineering Course, 2001; member of the American Society for
Quality; ISO 9000 Lead Auditor and Internal Auditor Training
Courses; AlliedSignal Process Management Course; AlliedSignal
Total Quality Facilitator and Examiner Course; and the United
States Air Force Basic Investigator's Course.



<PAGE>

Mr. Kilgore will serve as the CEO until the company is able to
either generate sufficient revenues or attract financing that
would cover the company's operations as well as an estimated
$125,000 for a new CEO.  Since the Mr. Kilgore is a seasoned
executive, the company will only look at candidates that have
experience running a publicly traded company.  As of May 15,
2002, the company had not begun looking for a permanent CEO.
The company plans to begin looking starting June 2003 and will
most likely utilize the service of a head hunting firm.

David A. Goller, Executive Vice President, (Age 47).  Mr. Goller
has served as the Executive Vice President of the company since
inception.  Before Lexington Barron Technologies, Mr. Goller
worked for Honeywell Technical Solutions (formerly Allied
Signal) as the Information Systems Manager.  In 1995, Honeywell
promoted him to a Senior Executive Manager.

Mr. Goller's significant business background and training will
help the company to provide clients expertise in management
consulting.  His experience as an information systems manager
helps to integrate business strategy with technology solutions
that optimize a company's performance and efficiency.

Mr. Goller has a Bachelor of Science in Political Science from
the University of Indianapolis.  Mr. Goller completed a Masters
degree in Management and Supervision in 1982 and earned a
Masters of Business Administration in 2000.

Jeffrey A. Neal, Vice President, (Age 47).   Mr. Neal has served
as the company's Vice President since inception.  From 1993 to
2000, Mr. Neal worked with Honeywell Technology Solutions.  He
held positions with Honeywell as a Quality Auditor and ISO 9000
Coordinator.

Mr. Neal's experience and training in human resource management
and quality assurance will help the company to provide clients
with organizational structuring and efficiency consulting.  Mr.
Neal has a Bachelor of Science in Psychology from Indiana
University.  Mr. Neal completed a Masters degree in Human
Resources in 1986.

	All directors hold office until the next meeting of
shareholders or until their successors are elected and have
qualified. The executive officers of the company serve at the
discretion of the board of Directors.


Executive Compensation

Employment Agreements

	We have no employment or consulting agreements in place at
this time.


<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

     	The Company is not aware of any director, officer or
beneficial owner of more than ten percent of the Company's
Common Stock that, during fiscal year 2002, failed to file on a
timely basis reports required by Section 16(a) of the Securities
Exchange Act of 1934.


Item 10. EXECUTIVE COMPENSATION

Summary Compensation Table

	The following table sets forth the total compensation paid
to or accrued for the fiscal years ended December 31, 2002 and
2001 to our Chief Executive Officer and our other most highly
compensated executive officers who were serving as executive
officers at the end of our last fiscal year.  To date, no
officers have received any compensation.


Annual Compensation



<TABLE>
<CAPTION>


Name and                                      Other      Restricted   Securities
Principal                                     Annual       Stock      Underlying   LTIP     All other
Position           Year    Salary    Bonus  Compensation   Awards      Options    Payouts  Compensation
----------------------------------------------------------------------------------------------------
<S>               <C>      <C>       <C>       <C>          <C>        <C>        <C>        <C>

Phillip Kilgore   2002     $0         0         0            0          0          0          0
Chairman and      2001     $0         0         0            0          0          0          0
Interim CEO

David A.Goller    2002     $0         0         0            0          0          0          0
Executive Vice    2001     $0         0         0            0          0          0          0
President

Jeffrey A. Neal,  2002     $0         0         0            0          0          0          0
Vice President    2001     $0         0         0            0          0          0          0


</TABLE>



Stock Option Grants in the past fiscal year

We have not issued any grants of stock options in the past
fiscal year.

<PAGE>

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth information regarding
beneficial ownership of our common stock as of the date of this
report, by (i) those shareholders known to be the beneficial
owners of more than five percent of the voting power of our
outstanding capital stock, (ii) each director, and (iii) all
executive officers and directors as a group:


<TABLE>
<CAPTION>



Name and Address of                       Number of       Percent
Beneficial Owner                          Shares Owned    Owned
-------------------                     -------------   ---------
<S>                                     <C>             <C>
Phillip Kilgore                          1,610,475       22.84%
18135 Fur Ranch Road
Peyton, CO  80831

Jeffrey Neale                              848,955       12.04%
3110 Navigation Dr.
Colorado Springs, CO  80920

David Goller                               841,595       11.94%
3115 Birnamwood Dr.
Colorado Springs, CO  80920

Graciela Ballesteros De Colomer          1,250,000       17.73%
Managua 907, Linda Vista
Gustavo A. Madero D.F., Mexico

Jaime Luis Perez Marquez                   750,000       10.64%
Universo 800, Col. Jarndines Del Bosque
Guadalajara, Jal.  44520, Mexico

Ruben Garduno                              637,500        8.86%
PO Box 622
Cascade, CO  80809

All Directors and Officers as
A Group (3 persons)                      3,301,025       46.82

</TABLE>
<PAGE>

Item 12. CERTAIN TRANSACTIONS

	In December 2000, we issued to our three founders (Mr.
Phillip Kilgore, Mr. Jeffrey Neale and Mr. David Goller) a
total of 3,301,025 shares of our common stock in exchange
for expenses paid on behalf of the company in the amount
of $1,683 and equipment purchased for the company in the
amount of $4,919. Mr. Kilgore was issued a total of
1,610,475 shares in exchange for expenses paid on behalf
of the company in the amount of $3,220.95 for computer
equipment.  Mr. Neale was issued a total of 848,955 shares
in exchange for expenses paid on behalf of the company in
the amount of $1,697.91 for computer equipment and a DSL
modem.  Mr. Goller was issued 841, 595 shares in exchange
for expenses paid on behalf of the company in the amount
of $1,683.19 for travel, office supplies and
communications/Internet expenses On the transaction date,
the company's common stock had no reliable market value.
The shares issued were valued by the amount of
reimbursement at $.002 per share.

During January 2002, the company conducted a private
placement offering whereby it sold 875,000 shares of its
no par value common stock for $.04 per share pursuant to
an exemption from registration claimed under sections 3(b)
and 4(2) of the Securities Act of 1933, as amended, and
Rule 506 of Regulation D promulgated thereunder. The
shares were sold through the company's officers and
directors. The company received proceeds in the amount of
$35,000 and paid $7,500 in related offering expenses as of
February 15, 2002.

	In September 2001, the company issued 250,000 shares
of its common stock to the Law Office of James G. Dodrill
II, P.A. as a retainer for legal services.  The
transaction was valued at $.04 per share in accordance
with contemporaneous stock sales in January 2002.

	In March 2001, the company issued 750,000 shares of
its common stock to Jaime Luis Perez Marquez, an
independent consultant, in exchange for financial
consulting services valued at $15,000.  On the transaction
date, the company's common stock had no reliable market
value. The shares issued were valued by the amount of
services provided at $.02 per share. As a result, the
company recognized a stock-based compensation expense
totaling $15,000 in the accompanying financial statements.


<PAGE>


	In March 2001, the company issued 1,250,000 shares of
its common stock to Graciela Ballesteros De Colomer, a
business consultant, in exchange for consulting services
that included sales leads, marketing lists and materials
as well as advertising advice.  On the transaction date,
the company's common stock had no reliable market value.
The company valued the shares issued by the value of the
marketing expenditure at $.02 per share. As a result, the
company recognized a stock-based compensation expense
totaling $25,000 in the accompanying financial statements.

	In March 2001, the company issued 625,000 shares of
its common stock to Ruben Garduno, a computer consultant,
in exchange for systems and software consulting services
valued at $12,500.  On the transaction date, the company's
common stock had no reliable market value. The shares
issued were valued by the amount of services provided at
$.02 per share. As a result, the company recognized a
stock-based compensation expense totaling $12,500 in the
accompanying financial statements.

        The company's officers have contributed services
valued at $332,250.  These services break down as
follows.  Mr. Kilgore provided 1,037 hours of service in
2001 and 1023 hours of service in 2002 that included
product and service development, consulting network
development, systems development, financial planning,
business planning and company administration.  Each
service category was booked at an estimated fair market
value for a total value of services of $66,000 in 2001 and
$67,650 in 2002.  Similarly, Mr. Neal provided 722 hours
of service in 2001 and 600 hours of service in 2002 that
included product and service development, market
positioning, business development and company
administration.  Each service category was booked at an
estimated fair market value for a total value of services
of $55,400 in 2001 and $45,975 in 2002. Likewise,
Mr. Goller provided 1,037 hours of service in 2001 and 610
hours of service in 2002 that included financial planning,
strategy development, systems development, and company
administration.  Each service category was booked at an
estimated fair market value for a total value of services
of $50,400 in 2001 and $46,825 in 2002.

<PAGE>

        Our auditors have recognized Mr. Kilgore's
contributed rent of $21,000 over a period of twenty eight
(28) months, or inception (August 23, 2000) through
December 31, 2002.  The office space was valued at $750
per month based on the market rate in the local area and
is included in the accompanying financial statements as
contributed rent expense with a corresponding credit to
additional paid-in capital.  Since December 31, 2002, Mr.
Kilgore has contributed rent of $3,000 over a period of
four (4) months, or January 1, 2003 through April 30,
2003.

	Mr. Neale paid the costs of incorporating our
business on our behalf.  We are indebted to him in the
amount of $100 to reimburse him for the expenses incurred.

	We have an affiliate relationship with Aspin
Incorporated, a customer that paid us $4,000 for financial
planning, strategic planning and financial analysis
services. Charles Fishel, a director for Aspin
Incorporated, purchased 50,000 shares in our Regulation D
private offering at a price of $0.04 per share. Mr. Fishel
was largely responsible for Lexington Barron securing the
contract with Aspin Incorporated.

	As far as we know, there are no other affiliate
relationships that exist either between any of our
customers and us or between any of our customers and any
of our other customers.

	As of December 31, 2002, there were no other
transactions that took place other than the contributed
services and rent.

        There are currently no agreements, written or oral,
in place between the company and Force Financial Systems
Group.  Because the CEO of Force Financial worked
previously with and had a personal relationship with the
company's CEO, Force Financial has undertaken various
activities for us as a favor and no payment or other
agreement was or is intended to be made.

        There are no future arrangements in place between us
and Force Financial and Force Financial is not a
beneficial owner of any of our securities.  Force
Financial is a registered investment advising firm that is
registered with the state of Colorado.  Accordingly, it is
our belief that Force Financial is not a promoter for the
company.

<PAGE>


Item 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)

Item 14. CONTROLS AND PROCEDURES

	The Company maintains disclosure controls and procedures
that are designed to ensure that information required to be
disclosed in the Company's Securities Exchange Act reports is
recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's
management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.  In designing and evaluating the
disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

        During the 90 day period prior to the date of this report,
an evaluation was performed under the supervision and with the
participation of our Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures.  Based upon that evaluation,
the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures
were effective.  Subsequent to the date of this evaluation,
there have been no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls, and no corrective actions taken with regard to
significant deficiencies or material weaknesses in such
controls.


<PAGE>





                       LEXINGTON BARRON TECHNOLOGIES, INC.
                          (A Development Stage Company)
                          Index to Financial Statements




                                                                         Page
                                                                      --------

Independent Auditors' Report........................................     F-2

Balance Sheets at December 31, 2002.................................     F-3

Statements of Operations for the years ended December 31,2002 and
      2001, and from August 23, 2000 (inception) through
      December 31, 2002.............................................     F-4

Statement of Changes in Shareholders' Equity for the period from
      August 23, 2000 (inception) through December 31, 2002.........     F-5

Statements of Cash Flows for the years ended December 31, 2002
      and 2001, and from August 23, 2000 (inception) through
      December 31, 2002.............................................     F-6

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














Independent Auditors' Report


The Board of Directors and shareholders
Lexington Barron Technologies, Inc.:


We have audited the accompanying balance sheet of Lexington Barron
Technologies, Inc. as of December 31, 2002, and the related statements
of operations, changes in shareholders' equity, and cash flows  for the
years ended December 31, 2002 and 2001, and from August 23, 2000
(inception) through December 31, 2002. These financial statements are
the responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Lexington
Barron Technologies, Inc. as of December 31, 2002, and the results of
its operations, changes in shareholders' equity, and cash flows for the
years ended December 31, 2002 and 2001, and from August 23, 2000
(inception) through December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has suffered significant operating
losses since inception, which raises a substantial doubt about its
ability to continue as a going concern.  Management's plans in regard to
this matter are also described in Note 1.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.




Cordovano and Harvey, P.C.
Denver, Colorado
April 7, 2003

                                       F-2
<PAGE>





                       LEXINGTON BARRON TECHNOLOGIES, INC.
                          (A Development Stage Company)
                                Balance Sheet

                                December 31, 2002


Current Assets

 Cash.......................................              $    150
                                                         ------------
         Total current assets                             $    150
                                                         ============

Equipment, net of accumulated depreciation of $4,959         3,460
Deferred offering costs (Notes 1 and 3)                     73,500
                                                         ------------
                                                          $ 77,110
         Liabilities and Shareholders' Equity            ============


Current Liabilities:
  Accounts payable and accrued expenses....               $ 56,299
  Due to officer (Note 2)..................                    100
                                                         -------------
               Total current liabilities...                 56,399
                                                         -------------

Shareholders' equity (Notes 2 and 3):
  Preferred stock , no par value;
    authorized 5,000,000 shares,
    issued and outstanding -0-
    and -0- shares, respectively..........                     -
  Common stock , no par value;
    20,000,000 shares authorized,
    7,051,025 shares issued and
    outstanding...........................                  96,602
  Additional paid-in capital..............                 353,250
  Deficit accumulated during
    development stage.....................                (429,141)
                                                         -------------

        Total shareholders' equity........                  20,711
                                                         -------------
                                                          $ 77,110
                                                         =============



                  See accompanying notes to financial statements.

                                       F-3


<PAGE>


                       LEXINGTON BARRON TECHNOLOGIES, INC.
                          (A Development Stage Company)
                              Statement of Operations

<TABLE>
<CAPTION>

                                                                                        August 23,
                                                                                           2000
                                                                                        (Inception)
                                                                                         through
                                                            For the Years Ended         December 31,
                                                               December 31,                2002
                                                        --------------------------
                                                           2002             2001
<S>                                                    <C>             <C>             <C>
Consulting revenue(Note 2).......................      $    24,450     $      -        $    24,450
                                                       ------------    ------------    ------------
Operating expenses:
  Stock-based compensation (Notes 2 and 3):
    Consulting ..................................              -           27,500           27,500
    Marketing....................................              -           25,000           25,000
    Expense reimbursement........................              -              -              1,683
    Legal Fees...................................              -            4,286            4,286
  Professional services..........................           31,909            -             31,909
  Contributed services (Note 2)..................          160,450        171,800          332,250
  Contributed rent (Note 2)......................            9,000          9,000           21,000
  Depreciation...................................            2,677          1,640            4,959
  Other general and administrative costs.........            4,904            -              5,004
                                                       ------------    ------------    ------------
        Total operating expenses.................          208,940        239,226          453,591
                                                       ------------    ------------    ------------
        Loss before income taxes.................         (184,490)    $ (239,226)     $  (429,141)

  Income tax provision (Note 4)..................              -              -                -
                                                       ------------    ------------    ------------
        Net loss.................................      $  (184,490)    $ (239,226)     $  (429,141)
                                                       ============    ============    ============
Basic and diluted loss per share.................      $     (0.03)    $    (0.05)
                                                       ============    ============
Weighted average common shares outstanding.......        6,916,410      5,184,038
                                                       ============    ============
</TABLE>

                  See accompanying notes to financial statements.

                                       F-4


<PAGE>



                          LEXINGTON BARRON TECHNOLOGIES, INC.
                            (A Development Stage Company)
                     Statement of Changes in Shareholders' Equity

<TABLE>
<CAPTION>                                                                                      Deficit
                                                                                            Accumulated
                                                                              Additional       During
                                                         Common Stock           Paid-In     Development
                                                     Shares       Amount        Capital        Stage       Total
                                                     ------       ------      ----------    ------------   -------

<S>                                                <C>          <C>           <C>          <C>           <C>
  Balance at August 23, 2000 (inception)..........      -       $    -        $    -       $    -        $  -

  December 2000, common stock issued
         to founders in exchange for expenses
         paid on behalf of the Company
         ($.002/share) (Note 2)................... 3,301,025      6,602            -            -          6,602

 Value of office rent contributed by
         an officer (Note 2)......................     -             -           3,000          -          3,000

 Net loss.........................................     -             -             -         (5,425)      (5,425)
                                                   ---------     --------    -----------  ----------   ----------

  Balance at December 31, 2000.................... 3,301,025      6,602          3,000       (5,425)       4,177

  March 2001, common stock
         issued to consultants in exchange for
         services ($.02/share) (Note 3)........... 2,625,000     52,500            -            -         52,500

  September 2001, common stock
         issued to lawyer for legal services
         ($.04/share) (Note 3)....................   250,000     10,000            -            -         10,000

 Value of services contributed
         by officers (Note 2).....................     -             -         171,800          -        171,800

 Value of office rent contributed by
         an officer (Note 2)......................     -             -           9,000          -          9,000

 Net loss.........................................     -             -             -       (239,226)    (239,226)
                                                   ---------    --------      ---------   ----------   ----------

  Balance at December 31, 2001.................... 6,176,025     69,102        183,800     (244,651)       8,251

  January 2002, sale of common
         stock pursuant to a private
          placement offering, net of
          offering costs of $7,500
         ($.04/share) (Note 3)...................    875,000     27,500            -            -         27,500

 Value of services contributed
         by officers (Note 2)....................      -             -         160,450          -        160,450

 Value of office rent contributed by
         an officer (Note 2).....................      -             -           9,000          -          9,000

 Net loss(unaudited).............................      -             -             -       (184,490)    (184,490)
                                                  ----------   ---------     ----------    -----------  ----------

  Balance at December 31, 2002...................  7,051,025   $ 96,602      $ 353,250     $(429,141)    $ 20,711
                                                  ==========   =========     ==========    ===========  ==========


</TABLE>


                  See accompanying notes to financial statements.

                                       F-5
<PAGE>



                            LEXINGTON BARRON TECHNOLOGIES, INC.
                               (A Development Stage Company)
                                  Statements of Cash Flows



<TABLE>
<CAPTION>

                                                                                        August 23,
                                                                                           2000
                                                                                        (Inception)
                                                                                         through
                                                            For the Years Ended         December 31,
                                                               December 31,                2002
                                                        --------------------------     -------------
                                                           2002             2001
<S>                                                   <C>               <C>            <C>
Cash flows from operating activities:
  Net loss........................................    $  (184,490)      $  (239,226)   $  (429,141)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
      Depreciation................................          2,677             1,640          4,959
      Common stock issued in exchange for
       services and property (Notes 2 and 3)......            -              56,786         58,469
      Services contributed by officers (Note 2)...        160,450           171,800        332,250
      Rent contributed by an officer (Note 2).....          9,000             9,000         21,000
      Changes in operating assets and liabilities:
          Deferred offering costs.................        (67,786)              -          (67,786)
          Payables................................         56,299               -           56,299
                                                      ------------      ------------   ------------
              Net cash (used in)
                operating activities..............        (23,850)              -          (23,950)
                                                      ------------      ------------   ------------
Cash flows from investing activities:
  Capital Expenditures............................         (3,500)              -           (3,500)
                                                      ------------      ------------   ------------
              Net cash (used in)
                investing activities..............         (3,500)              -           (3,500)
                                                      ------------      ------------   ------------


Cash flows from financing activities:
  Working capital advances from an
    officer (Note 2)..............................            -                 -              100
  Net proceeds from sale of common stock (Note 3).         27,500               -           27,500
                                                      ------------      ------------   ------------
              Net cash provided by
                financing activities..............         27,500               -           27,600
                                                      ------------      ------------   ------------
                Net change in cash................            150               -              150
Cash, beginning of period.........................            -                 -              -
                                                      ------------      ------------   ------------
Cash, end of period...............................    $       150       $       -      $       150
                                                      ============      ============   ============


Supplemental disclosure of cash flow information:
   Cash paid for:
      Income taxes................................    $       -         $       -      $       -
                                                      ============      ============   ============
      Interest....................................    $       -         $       -      $       -
                                                      ============      ============   ============

Non-cash investing and financing activities:
    Common stock issued
      for equipment (Note 2)......................    $       -         $       -      $       -
                                                      ============      ============   ============
    Common stock issued
      for deferred offering costs (Note 3)........    $       -         $   (10,000)   $   (10,000)
                                                      ============      ============   ============
</TABLE>



                   See accompanying notes to financial statements.

                                       F-6


<PAGE>

                             LEXINGTON BARRON TECHNOLOGIES, INC.
                                (A Development Stage Company)
                                Notes to Financial Statements



(1)	Summary of Significant Accounting Policies

Organization and Basis of Presentation

Lexington Barron Technologies, Inc. (the "Company") was incorporated on
August 23, 2000 to engage in financial, operational and systems
consulting to startup and small businesses. The Company's services
include market research, business plan development, strategy
development, financial modeling and forecasting, and Pre-IPO and IPO
consulting.

Inherent in the Company's business are various risks and uncertainties,
including its limited operating history, historical operating losses,
and dependence upon its officers and strategic alliances. Management
plans to raise capital through the sale of securities to enable the
Company to expand its operations. The Company's future success will be
dependent upon its ability to create and provide effective and
competitive consulting services on a timely and cost-effective basis and
the Company's ability to locate, attract and retain quality customers.

Development Stage Company

The Company is in the development stage in accordance with Financial
Accounting Standards Board Statements of Financial Accounting Standards
("SFAS") No. 7 Accounting and Reporting by Development Stage
Enterprises.

Use of Estimates

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

The accompanying financial statements contain estimates of the fair
value of the consideration (shares of common stock) exchanged for
expenses, equipment, compensation and consulting services that have a
material affect on the financial statements.  In estimating the fair
value of the shares of the common stock issued, the Board of Directors
considered contemporaneous transactions with unrelated third parties.
In estimating the value of contributed services, the Board of Directors
considered prevailing rates.

Cash and Cash Equivalents

The Company considers all highly liquid securities with original
maturities of three months or less when acquired, to be cash
equivalents.  The Company had no cash equivalents at December 31, 2002.

Property, equipment and depreciation

Property and equipment are stated at cost less accumulated depreciation.
Depreciation is provided using the straight-line method over the
estimated useful lives of the assets, which is estimated to be three
years. Expenditures for repairs and maintenance are charged to expense
when incurred.  Expenditures for major renewals and betterments, which
extend the useful lives of existing equipment, are capitalized and
depreciated.

                                       F-7

<PAGE>


                             LEXINGTON BARRON TECHNOLOGIES, INC.
                                (A Development Stage Company)
                                Notes to Financial Statements



Offering Costs

The Company incurred consulting fees related to the preparation of its
private placement memorandum and legal and accounting fees for its Form
SB-2 registration statement. Legal and accounting costs related to the
Form SB-2 equity offering are initially deferred until the offering is
completed, at which time they will be recorded as a reduction of gross
proceeds from the offering.  Should the Form SB-2 offering be
unsuccessful, the deferred offering costs will be charged to operations.


Impairment of Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under
the provisions of SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. Statement No. 144 requires impairment
losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted future cash
flows estimated to be generated by those assets are less than the
assets' carrying amount.   If such assets are impaired, the impairment
to be recognized is measured by the amount by which the carrying amount
of the assets exceeds the fair value of the assets.  Assets to be
disposed of are reported at the lower of the carrying value or fair
value, less costs to sell.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No.
109, Accounting for Income Taxes.  SFAS 109 requires recognition of
deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial
statements or tax returns.  Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to
reverse.

Revenue Recognition
Revenue is recognized when earned.  The Company's revenue recognition
policies are in compliance with all applicable accounting regulations,
including Securities and Exchange Commission Staff Accounting Bulletin
No. 101, Revenue Recognition, and American Institute of Certified Public
Accountants (AICPA) Statement of Position (SOP) 97-2, Software Revenue
Recognition, and SOP 98-9, Modification of SOP 97-2, With Respect to
Certain Transactions.

Revenue from consulting and other services is recognized as the
consultation and other services are performed. Revenues from technology
consulting, user fees and marketing services contracts are recognized
ratably over the contract period in accordance with the period in which
the services are performed. Revenues attributable to undelivered
elements, including technical support are recognized ratably on a
straight-line basis over the contract period.

Financial Instruments

The Company's financial instruments consist of cash and accounts
receivable.  At December 31, 2002, the fair value of the Company's
financial instruments approximate fair value due to the short-term
maturity of the instruments.

                                       F-8


<PAGE>


                             LEXINGTON BARRON TECHNOLOGIES, INC.
                                (A Development Stage Company)
                                Notes to Financial Statements


Stock-based Compensation

Stock-based compensation is valued by either the value of the services
provided or the value of the stock issued based on contemporaneous stock
sales.

(2)	Related Party Transactions

The Company recognized consulting revenue from one customer in the
amount of $2,000, and recorded $2,500 in consulting compensation to an
entity affiliated with this customer, during the year ended December 31,
2002.

An officer contributed office space to the Company during all periods
presented.  The office space was valued at $750 per month based on the
market rate in the local area and is included in the accompanying
financial statements as contributed rent expense with a corresponding
credit to additional paid-in capital.

Three officers contributed product and service development, business
development and administrative services to the Company during the years
ended December 31, 2002 and 2001.  The time and effort was recorded in
the accompanying financial statements based on the prevailing rates for
such services, which ranged from $50 to $100 per hour based on the level
of services performed.  The services are reported as contributed
services with a corresponding credit to additional paid-in capital.

During December 2000, the Company issued 3,301,025 shares of it's no par
value restricted common stock to three officers of the Company in
exchange for expenses paid on behalf of the company in the amount of
$1,683 and equipment purchased for the Company in the amount of $4,919.
On the transaction date, the Company's common stock had no reliable
market value. The shares issued were valued by the amount of
reimbursement at $.002 per share.

On August 23, 2000, an officer advanced the Company $100 for working
capital.  The advance is included in the accompanying financial
statements as due to officer.

(3)	Shareholders' Equity

Preferred Stock

The Board of Directors is authorized to issue 5,000,000 shares of no
voting power, no par value preferred stock. The Company had no preferred
shares issued and outstanding at December 31, 2002.

Private Placement Offering

During January 2002, the Company conducted a private placement offering
whereby it sold 875,000 shares of its no par value common stock for $.04
per share pursuant to an exemption from registration claimed under
sections 3(b) and 4(2) of the Securities Act of 1933, as amended, and
Rule 506 of Regulation D promulgated thereunder. The shares were sold
through the Company's officers and directors. The Company received
proceeds in the amount of $35,000, and paid $7,500 in related offering
expenses.

SB-2 Registration

In April 2002, the Company filed a Registration Statement with the
Securities and Exchange Commission ("SEC") on Form SB-2 to register to
sell 6,816,191 shares of its no par common stock at $.10 per share.
1,816,191 shares are registered for sale by selling shareholders and
5,000,000 are registered for sale by the Company.

                                       F-9

<PAGE>


                             LEXINGTON BARRON TECHNOLOGIES, INC.
                                (A Development Stage Company)
                                Notes to Financial Statements


The SEC accepted the Form SB-2 during November 2002.  The Company closed
the offering in February 2003 without selling any shares of its common
stock.

Common Stock Issuances

In September 2001, the Company issued 250,000 shares of its common stock
for legal services related to the Company's proposed Form SB-2
registration statement.  The transaction was valued at $.04 per share in
accordance with contemporaneous stock sales in January 2002. As a
result, the Company recognized deferred offering costs totaling $5,714
for the proposed offering through Registration Form SB-2 and $4,286 in
stock-based legal fees for the selling shareholders in the accompanying
financial statements.

In March 2001, the Company issued 750,000 shares of its common stock in
exchange for financial consulting services valued at $15,000.  On the
transaction date, the Company's common stock had no reliable market
value. The shares issued were valued by the amount of services provided
at $.02 per share. As a result, the Company recognized a stock-based
compensation expense totaling $15,000 in the accompanying financial
statements.

In March 2001, the Company issued 1,250,000 shares of its common stock
in exchange for a database of marketing and suppliers contacts and
related assets valued at $25,000.  On the transaction date, the
Company's common stock had no reliable market value. The Company valued
the shares issued by the value of the marketing expenditure at $.02 per
share. As a result, the Company recognized a stock-based compensation
expense totaling $25,000 in the accompanying financial statements.

In March 2001, the Company issued 625,000 shares of its common stock in
exchange for systems and software consulting services valued at $12,500.
On the transaction date, the Company's common stock had no reliable
market value. The shares issued were valued by the amount of services
provided at $.02 per share. As a result, the Company recognized a stock-
based compensation expense totaling $12,500 in the accompanying
financial statements.

(4)	Income Taxes

A reconciliation of the U.S. statutory federal income tax rate to the
effective tax rate is as follows:


                                                                     August 23,
                                                                     2000
                                              For the Years Ended   (Inception)
                                                  December 31,       through
                                          -------------------------- December
                                              2002       2001        31, 2000
                                          ------------ ------------  ----------
U.S. federal statutory graduated rate...     15.00%      15.00%        15.00%
State income tax rate,
 net of federal benefit.................      3.94%       4.63%         4.63%
Contributed rent and services...........    -17.47%     -15.27%       -11.17%
Net operating loss for which no tax
 benefit is currently available.......       -1.47%      -4.36%        -8.46%
                                         ------------ ------------   ----------
                                              0.00%       0.00%         0.00%
                                         ============ ============   ==========






                                       F-10

<PAGE>

                             LEXINGTON BARRON TECHNOLOGIES, INC.
                                (A Development Stage Company)
                                Notes to Financial Statements


At December 31, 2002, deferred tax assets consisted of a net tax asset
of $11,838, due to operating loss carryforwards of $75,092, which was
fully allowed for, in the valuation allowance of $11,838.  The valuation
allowance offsets the net deferred tax asset for which there is no
assurance of recovery.  The change in the valuation allowance for the
years ended December 31, 2002 and 2001, and the period from August 23,
2000 (inception) through December 31, 2000 totaled $2,697, $8,777 and
$364, respectively.  The current tax benefit totaled $11,838, $9,141 and
$364 for the years ended December 31, 2002 and 2001, and the period from
August 23, 2000 (inception) through December 31, 2000, respectively.
The net operating loss carry-forward expires through the year 2022.

The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the deferred
tax asset will be realized.  At that time, the allowance will either be
increased or reduced; reduction could result in the complete elimination
of the allowance if positive evidence indicates that the value of the
deferred tax assets is no longer impaired and the allowance is no longer
required.

Should the Company undergo an ownership change as defined in Section 382
of the Internal Revenue Code, the Company's tax net operating loss
carryforwards generated prior to the ownership change will be subject to
an annual limitation, which could reduce or defer the utilization of
these losses.

                                       F-11
<PAGE>

Signatures

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on April __, 2003.

                 LEXINGTON BARRON TECHNOLOGIES, INC.

        By:      /s/ Phillip Kilgore
                --------------------
                Phillip Kilgore
		Principal Executive Officer,
                President, Principal
                Financial Officer and
                Chairman of the Board of Directors


	In accordance with the requirements of the Exchange Act, this
report has been signed by the following persons on behalf of the
registrant and in the capacities indicated on April __, 2003.

By:    /s/ Phillip Kilgore                   Dated:  April __, 2003
       -------------------
         Phillip Kilgore
	Principal Executive Officer
	President
	Principal Financial Officer and
	Chairman of the Board of Directors

By:    /s/ David A. Goller                   Dated:  April __, 2003
       -------------------
         David A. Goller
	Executive Vice President and Director

By:    /s/ Jeffrey A. Neal                   Dated:  April __, 2003
         Jeffrey A. Neal
	Vice President and Director


<PAGE>


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


<PAGE>

6. The registrant's other certifying officers and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: April __, 2003


        By:     /s/ Phillip Kilgore
                --------------------
		Phillip Kilgore
		Principal Executive Officer,
                President, Principal
                Financial Officer and
                Chairman of the Board of Directors



<PAGE>