**UNITED      STATES**

**SECURITIES        AND EXCHANGE COMMISSION**

**Washington,        D.C. 20549**

**FORM        10-KSB**

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

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

**ARTFEST        INTERNATIONAL, INC.**

| **DELAWARE**                                                                                    | **03-0390855**                                                        |
|-------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------|
|  (State                  or jurisdiction ofincorporation                  or organization) | (I.R.S.                  EmployerIdentification                  No.) |

** **

----

**TABLE        OF CONTENTS**

| PART                  I                                                                                                                                                |   |   |   | PA | GE     |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|----|--------|
|      ITEM                  1. DESCRIPTION OF BUSINESS                                                                                         |   |   |   | 3  |   |
|      ITEM                  2. DESCRIPTION OF PROPERTY                                                                                         |   |   |   | 5  |   |
|      ITEM                  3. LEGAL PROCEEDINGS                                                                                               |   |   |   | 5  |   |
|      ITEM                  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY                  HOLDERS                                            |   |   |   | 5  |   |
| PART                  II                                                                                                                                               |   |   |   |
|      ITEM                  5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER                  MATTERS                                       |   |   |   | 6  |   |
|      ITEM                  6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF                  OPERATION                                      |   |   |   | 7  |   |
|      ITEM                  7. FINANCIAL STATEMENTS                                                                                            |   |   |   | 9  |   |
|      ITEM                  8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON                  ACCOUNTING                                    |   |   |   |
|               AND                  FINANCIAL DISCLOSURE                                          |   |   |   | 9  |   |
|      ITEM                  8A. CONTROLS AND PROCEDURES                                                                                        |   |   |   | 9  |   |
| PART                  III                                                                                                                                              |   |   |   |
|      ITEM                  9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND                  CONTROL PERSONS                                   |   |   |   |
|               COMPLIANCE                  WITH SECTION 16(a)OF THE EXCHANGE                  ACT |   |   |   | 10 |   |
|      ITEM                  10. EXECUTIVE                  COMPENSATION                                                                        |   |   |   | 13 |   |
|      ITEM                  11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                  MANAGEMENT                                |   |   |   |
|               AND                  RELATED STOCKHOLDER                  MATTERS                  |   |   |   | 14 |   |
|      ITEM                  12. CERTAIN RELATIONSHIPS AND RELATED                  TRANSACTIONS                                                |   |   |   | 15 |   |
|      ITEM                  13. EXHIBITS                                                                                                       |   |   |   | 15 |   |
|      ITEM                  14. PRINCIPAL ACCOUNTANT FEES AND                  SERVICES                                                        |   |   |   | 16 |   |
| SIGNATURES                                                                                                                                                             |   |   |   | 17 |   |

----

**PART        I.**

**ITEM        1. DESCRIPTION OF BUSINESS.**

**Past        Business Development**

**Current        Status-Summary**

**Current        Business Plans and Pursuits**

----

**Need        for Capital and Risks**

**Galleries**

----

**Competition        and Markets**

**Definitions**

**ITEM        2. DESCRIPTION OF PROPERTY.**

**ITEM        3. LEGAL PROCEEDINGS.**

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

----

**PART        II.**

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

**Market        Information**

**Holders        of Common Equity**

**Dividends**

**Equity        Securities Sold Without Registration**

| **Period**                   | **Shares                      Issued** | **Purpose**                               | **Amount                      Received** |
|------------------------------|----------------------------------------|-------------------------------------------|------------------------------------------|
| Q1                      2004 | *                                      | *                                         | *                                        |
| Q2                      2004 | 495,000                                | Gifts                      / Services     | -                                        |
|                         | -                                      | Capital                      contribution | $14,691                                  |
| Q3                      2004 | 2,764,700                              | Gifts                      / Services     | -                                        |
|                         | -                                      | Capital                      contribution | $700                                     |
| Q4                      2004 | -                                      | Capital                      contribution | $30,000                                  |
|                         | 121,429                                | Gifts                      / Services     | -                                        |
|                         |                                   |                                      |                                     |
| Q1                      2005 | *                                      | *                                         | *                                        |
| Q2                      2005 | *                                      | *                                         | *                                        |
| Q3                      2005 | 100,000                                | Capital                      contribution | $50,000                                  |
| Q4                      2005 | 100,000                                | Gifts                      / Services     | -                                        |

**General        Information**

----

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

----

----

**ITEM        7. FINANCIAL STATEMENTS.**

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

**ITEM        8a CONTROLS AND PROCEDURES.**

----

**PART        III.**

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

**Directors        and Executive Officers**

* *
          AND          DIRECTOR

Joseph          Walsh

**Loan        Obligation and Management Restructuring**

----

----

**Compliance        with Section 16(a) of the Exchange Act**

----

**ITEM        10. EXECUTIVE COMPENSATION.**

**Summary        Compensation Table**

|                                                   |     |                                     |      |                                     |                                | **Long-term                  compensation**           |
|--------------------------------------------------------|----------|------------------------------------------|-----------|------------------------------------------|-------------------------------------|-------------------------------------------------------|
|                                                   |     | **Annual                  compensation** |      |                                     | **Awards**                          |                                                  | **Payouts** |
| **Name                  and****principal****position** | **Year** | **Salary**                               | **Bonus** | **Other****annual****compen-****sation** | **Restricted****stock****award(s)** | **Securities****under-****lying****options/****SARs** | **LTIP****payouts** | **All                  other****compen-****sation** |
|                                                   |     | **($)**                                  | **($)**   | **($)**                                  | **($)**                             | **(#)**                                               | **($)** | **($)** |
| **(a)**                                                | **(b)**  | **(c)**                                  | **(d)**   | **(e)**                                  | **(f)**                             | **(g)**                                               | **(h)** | **(i)** |
| Joseph                  Walsh                          |     |                                     | 2003      |                                     |                                |                                                  | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |   |  $0 |   |
| President                  and CEO                     |     |                                     | 2004      |                                     |                                |                                                  | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   | $0 |
|                                                   |     |                                     |      |                                     |                                |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                   |     |                                     |      |                                     |                                |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                   |     |                                     |      |                                     |                                |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Roger                  Bergman                         |     |                                     | 2003      |                                     |                                |                                                  | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |
| Director                                               |     |                                     | 2004      |                                     |                                |                                                  |  $0                  |   |   | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |
|                                                   |     |                                     |      |                                     |                                |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                   |     |                                     |      |                                     |                                |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                   |     |                                     |      |                                     |                                |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Scott                  Dyk                             |     |                                     | 2003      |                                     |                                |                                                  | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |   | $0  |   |   | $0 |   |
| Director                                               |     |                                     | 2004      |                                     |                                |                                                  |  $0  |    |   |  $0  |   |   | $0  |   |   |  $0  |   |   |  $0  |   |   |  $0  |   | $0   |
|                                                   |     |                                     |      |                                     |                                |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                   |     |                                     |      |                                     |                                |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                   |     |                                     |      |                                     |                                |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

**Other        Compensation**

----

**ITEM        11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS.**

| **Title                    of Class(4)** | **Name                    and Address of****Beneficial                    Owner (1)(5)** | **Amount                    of Beneficial****Ownership** | **Percent                    of Class (2)(3)**                |
|------------------------------------------|------------------------------------------------------------------------------------------|----------------------------------------------------------|---------------------------------------------------------------|
| Common                                   |                                                                                     |  2,3,4                                              | Joseph                    Walsh                               |   |   |   |   |   |   |   |   |
| Stock                                    |                                                                                     |                                                     | 800                    Duval Street, Key West, FL  33040 |   |   |   | 15,859,000                                                    |   | 43.7  |   | % |
|                                     |                                                                                     |                                                     |                                                          |   |   |   |
|                                     |                                                                                     |                                                     |                                                          |   |   |   |   |   |   |   |   |
|                                     |                                                                                     |                                                     |                                                          |
| Common                                   |                                                                                     |  2                                                  | Roger                    Bergman                              |   |   |   |
| Stock                                    |                                                                                     |                                                     | 800                    Duval Street, Key West, FL  33040 |   |   |   | 100,000 |   | .2  |   | % |
|                                     |                                                                                     |                                                     |                                                          |   |   |   |
|                                     |                                                                                     |                                                     |                                                          |
|                                     |                                                                                     |                                                     |                                                          |   |   |   |   |   |   |   |   |
|                                     |                                                                                     |                                                     |                                                          |
| Common                                   |                                                                                     |  2                                                  | Scott                    Dyk                                  |   |   |   |
| Stock                                    |                                                                                     |                                                     | 800                    Duval Street, Key West, FL  33040 |   |   |   | 100,000 |   | .2  |   | % |
|                                     |                                                                                     |                                                     |                                                          |   |   |   |
|                                     |                                                                                     |                                                     |                                                          |   |   |   |   |   |   |   |   |
|                                     |                                                                                     |                                                     |                                                          |
| Common                                   |                                                                                     |  2,3                                                | Shares                    of all Directors and                |   |   |   |
| Stock                                    |                                                                                     |                                                     | executive                    officers as a group              |   |   |   | 16,059,000 |   | 44  |   | % |
|                                     |                                                                                     |                                                     | (3                    persons)                                |   |   |   |
|                                     |                                                                                     |                                                     |                                                          |

|   | (1) | Each                  person has sole voting power and sole dispositive power as to all                  of the                  shares shown as beneficially owned by them, to our                  knowledge. |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2) | Director |
|--------|-----|----------|

|   | (3) | Executive                  Officer |
|--------|-----|------------------------------------|

----

**ITEM        12. CERTAIN RELATIONSHIPS AND RELATED        TRANSACTIONS.**

**ITEM        13. EXHIBITS AND REPORTS ON FORM 8-K.**

**Exhibits**

**EXHIBIT        INDEX**

| **Number**                                                                      | **Description**                                                                                                                                                                                                                |
|------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1    3.2    3.3                                      | Articles                  of Incorporation [1] Articles                  of Amendment of the Articles of Incorporation [3] Bylaws                  [1]                                                                         |
| 10.1 10.2                                                                                 | Agreement                  and Plan of Reorganization, Soldnet, Inc. and Artfest, Inc.                  [2] Loan                  Agreement (form) with Promissory Note (form), December, 2005                  [3]                      |
|  31.1 31.2 32            |  Certifications                    pursuant to Sarbanes                    - Oxley Act of 2002  Certifications                    pursuant to                    Sarbanes                    - Oxley Act of 2002     |

----

**ITEM        14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**

**Audit          Fees**

**Audit-Related          Fees**

**Tax          Fees**

**All          Other Fees**

**Audit          Committee**
**Fee**

**Hours          By Others**

----

**SIGNATURES**

|                                         |                                           |                                   |
|----------------------------------------------|------------------------------------------------|----------------------------------------|
|                                         | Artfest                    International, Inc. |
|                                    |                                      |                              |
| Date: January                  xx, 2006 | By:                                  | /s/ Joseph                  Walsh |
|                                         | Joseph                  Walsh                  |
|                                         | President                                      |

| **Signature**                                                                                                                                                                                                                                                        | **Title**                                                                                                                                                 | **Date**                                                                                                                                                 |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
| /s/                    Joseph WalshJoseph                    Walsh     /s/                    Roger BergmanRoger                    Bergman      /s/                    Scott DykScott                    Dyk | President(principal                    executive officer), Treasurer (principal financial officer)/Director  Director   Director | January                    xx, 2006   January                    xx, 2006    January xx,                    2006 |

----

| **Artfest                International Incorporated**    |
|----------------------------------------------------------|
| **(A                Development Stage Company)**         |
|                                                     |
| **Balance                Sheets**                        |
| **as                of**                            |
| **December                31, 2004 and 2003**            |
|                                                     |
| **and**                                             |
|                                                     |
| **Statements                of Operations,**             |
| **Changes                in Stockholders' Equity, and**  |
| **Cash                  Flows**                          |
| **for                the period**                   |
| **February                21, 2002 (Date of Inception)** |
| **through**                                         |
| **December                31, 2004**                     |
|                                                     |

----

**Financial      Table of Contents**

|                                                                                                   | **PAGE** |
|--------------------------------------------------------------------------------------------------------|----------|
|                                                                                                   |     |
| ACCOUNTANT'S                AUDIT REPORT                                                               | 1        |
|                                                                                                   |     |
| FINANCIAL                STATEMENTS                                                                    |     |
|                                                                                                   |     |
|     Balance                Sheets - December 31, 2004 and 2003                     | 2        |
|                                                                                                   |     |
|     Statements                of                Operations and Accumulated Deficit |     |
|         During                the Development Stage            | 3        |
|                                                                                                   |     |
|     Statement                of                Changes in Stockholders' Equity     | 4-5      |
|                                                                                                   |     |
|     Statements                of                Cash Flows                         | 6-7      |
|                                                                                                   |     |
|     Notes                to Financial Statements                                   | 8-15     |

----

| Artfest                International, Inc.                                                                                                           |
|------------------------------------------------------------------------------------------------------------------------------------------------------|
| Grand                Rapids, Michigan                                                                                                                |
|                                                                                                                                                 |
| INDEPENDENT                AUDITOR'S REPORT                                                                                                          |
|                                                                                                                                                 |
| I                have audited the accompanying balance sheets of Artfest International,                Inc. (A Development Stage                     |
| Company)                as of December 31, 2004 and 2003, and the related Statements of                Operations,                                   |
| Stockholders'                Equity, and Cash Flows for the period February 21, 2002 (Date of                Inception) to                           |
| December                31, 2004. These financial statements are the responsibility of the                Company's management.                      |
| My                responsibility is to express an opinion on these financial statements                based on my audit.                            |
|                                                                                                                                                 |
| I                conducted the audit in accordance with generally accepted auditing                standards. Those standards                        |
| require                that I plan and perform the audit 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. I believe that my audit                provides                a reasonable basis for   |
| my                opinion.                                                                                                                           |
|                                                                                                                                                 |
| In                my opinion, the financial statements referred to above present fairly,                in                all material respects, the |
| financial                position of Artfest International, Inc. (A Development Stage Company)                as                of December 31,      |
| 2004                and 2003, and the results of its operations and cash flows for the                period                February 21, 2002        |
| (Date                of Inception) to December 31, 2004, in conformity with generally                accepted                accounting              |
| principles.                                                                                                                                          |
|                                                                                                                                                 |
| The                accompanying financial statements have been prepared assuming that                the                Company will continue        |
| as                a going concern. As discussed in Note 3 to the financial statements,                the                Company has had limited     |
| operations                and has not commenced planned principle operations. The Company's                financial position                        |
| and                operating results raise substantial doubt about its ability to continue                as                a going concern.         |
| Management's                plan regarding those matters also are described in Note 3. The financial                statements                       |
| do                not include any adjustments that might result from the outcome of                this                uncertainty.                  |
|                                                                                                                                                 |
|                                                                                                                                                 |
|                                                                                                                                                 |
|                                                                                                                                                 |
| /s/                Thomas Bauman, C.P.A.                                                                                                             |
| Thomas                Bauman, C.P.A.                                                                                                                 |
| December                15, 2005                                                                                                                     |

----

|                                                             |   |   |   |     |   |     |   |
|------------------------------------------------------------------|--------|--------|--------|----------|--------|----------|--------|
| ** ASSETS**                                                 |   |   |   |     |   |
|                                                             |   |   |   | **2004** |   | **2003** |   |
| Current                Assets:                                   |   |   |   |     |   |     |   |   |   |   |
| Loan                Receivable (Notes 5 & 8)                 |   |   |   |     | $      | 50,000   |   | $ | 50,000 |   |
| Prepaid                Expenses                                  |   |   |   |     |   | 1,098    |   |   | 6,498 |   |
|                                                             |   |   |   |     |   |     |   |   |   |   |
| Total                Current Assets                              |   |   |   |     |   | 51,098   |   |   | 56,498 |   |
|                                                             |   |   |   |     |   |     |   |   |   |   |
| Property                and Equipment, at cost, less accumulated |   |   |   |     |   |     |   |   |   |   |
| depreciation                of $13,963 and $7,660 in 2004 and    |   |   |   |     |   |     |   |   |   |   |
| 2003,                respectively (Notes 2 & 10)             |   |   |   |     |   | 31,682   |   |   | 22,057 |   |
| Other                Assets                                      |   |   |   |     |   | 31,095   |   |   | 0 |   |
|                                                             |   |   |   |     |   |     |   |   |   |   |
| TOTAL                ASSETS                                      |   |   |   |     | $      | 113,875  |   | $ | 78,555 |   |
|                                                             |   |   |   |     |   |     |   |   |   |   |
| LIABILITIES                AND STOCKHOLDERS' EQUITY              |   |   |   |     |   |     |   |   |   |   |
|                                                             |   |   |   |     |   |     |   |   |   |   |
| Current                Liabilities:                              |   |   |   |     |   |     |   |   |   |   |
| Accounts                Payable                                  |   |   |   |     | $      | 110,913  |   | $ | 110,912 |   |
| Cash                Overdraft                                    |   |   |   |     |   | 7,268    |   |   | 7,362 |   |
| Accrued                Expenses                                  |   |   |   |     |   | 5,849    |   |   | 0 |   |
| Sales                Tax Payable                                 |   |   |   |     |   | 1,828    |   |   | 0 |   |
| Note                Payable - Current Portion ( Note 10)         |   |   |   |     |   | 6,363    |   |   | 5,209 |   |
| Loans                Payable (Notes 9 & 10)                  |   |   |   |     |   | 299,595  |   |   | 43,142 |   |
|                                                             |   |   |   |     |   |     |   |   |   |   |
| Total                Current Liabilities                         |   |   |   |     |   | 431,816  |   |   | 166,625 |   |
|                                                             |   |   |   |     |   |     |   |   |   |   |
| Long                Term Liabilities:                            |   |   |   |     |   |     |   |   |   |   |
| Note                Payable (Note 10)                            |   |   |   |     |   | 14,066   |   |   | 20,301 |   |
|                                                             |   |   |   |     |   |     |   |   |   |   |
| TOTAL                LIABILITIES                                 |   |   |   |     |   | 445,882  |   |   | 186,926 |   |
|                                                             |   |   |   |     |   |     |   |   |   |   |
| Stockholders'                Equity:                             |   |   |   |     |   |     |   |   |   |   |
| Common                Stock - $.00001 par value - 40,000,000     |   |   |   |     |   |     |   |   |   |   |
| shares                authorized, 25,468,629 and 22,087,500      |   |   |   |     |   |     |   |   |   |   |
| shares                issued and outstanding in 2004 and         |   |   |   |     |   | 198      |   |   | 198 |   |
| 2003,                respectively                                |   |   |   |     |   |     |   |   |   |   |
| Additional                Paid-in Capital                        |   |   |   |     |   | 174,490  |   |   | 129,099 |   |
| (Deficit)                accumulated during developmental stage  |   |   |   |     |   | (506,695 | )      |   | (237,668 | ) |
|                                                             |   |   |   |     |   |     |   |   |   |   |
| TOTAL                LIABILITIES AND STOCKHOLDERS' EQUITY        |   |   |   |     | $      | 113,875  |   | $ | 78,555 |   |

----

|                                                           |   |     |       |     |   |       |   |                                                                  |       |
|----------------------------------------------------------------|--------|----------|------------|----------|--------|------------|--------|-----------------------------------------------------------------------|------------|
|                                                           |   | **2004** |       | **2003** |   | **2002**   |   | **February                21, 2002 (Inception) to December 31, 2004** |       |
|                                                           |   |     |       |     |   |       |   |                                                                  |       |
|                                                           |   |     |       |     |   |       |   |                                                                  |       |
| Revenue                                                        |   | $        | 44,158     |     | $      | 37,544     |   | $                                                                     | 52,056     |   | $ | 133,758 |   |
|                                                           |   |     |       |     |   |       |   |                                                                  |       |   |   |   |   |
| Cost                  of Revenue                               |   |     | 16,164     |     |   | 35,982     |   |                                                                  | 129,760    |   |   | 181,906 |   |
|                                                           |   |     |       |     |   |       |   |                                                                  |       |   |   |   |   |
| Gross                  Profit (Loss)                           |   |     | 27,994     |     |   | 1,562      |   |                                                                  | (77,704    | ) |   | (48,148 | ) |
|                                                           |   |     |       |     |   |       |   |                                                                  |       |   |   |   |   |
| General                  and Administrative                    |   |     | 297,021    |     |   | 130,873    |   |                                                                  | 30,653     |   |   | 458,547 |   |
|                                                           |   |     |       |     |   |       |   |                                                                  |       |   |   |   |   |
|                                                           |   |     |       |     |   |       |   |                                                                  |       |   |   |   |   |
| (Deficit)                  Accumulated - Development Stage     |   | $        | (269,027   | )        | $      | (129,311   | )      | $                                                                     | (108,357   | ) | $ | (506,695 | ) |
|                                                           |   |     |       |     |   |       |   |                                                                  |       |   |   |   |   |
| Weighted                  average number of common shares      |   |     |       |     |   |       |   |                                                                  |       |   |   |   |   |
| outstanding                  - basic and fully diluted         |   |     | 25,468,629 |     |   | 22,087,500 |   |                                                                  | 19,685,000 |   |   |   |   |
|                                                           |   |     |       |     |   |       |   |                                                                  |       |   |   |   |   |
| Net                  (Loss) per share - basic and full diluted |   | $        | (0.01      | )        | $      | (0.01      | )      | $                                                                     | (0.01      | ) |   |   |   |

----

|                                         |   |                              |       |           |   |        |   | **(Deficit)**   |   |              |   |
|----------------------------------------------|--------|-----------------------------------|------------|----------------|--------|-------------|--------|-----------------|--------|-------------------|--------|
|                                         |   |                              |       |           |   |        |   | **Accumulated** |   |              |   |
|                                         |   | **Common                  Stock** |       | **Additional** |   | **During**  |   | **Total**       |   |
|                                         |   |                              |       |           |   | **Paid-in** |   | **Development** |   | **Stockholders'** |   |
|                                         |   | **Shares**                        |       | **Amount**     |   | **Capital** |   | **Stage**       |   | **Equity**        |   |
|                                         |   |                              |       |           |   |        |   |            |   |              |   |
|                                         |   |                              |       |           |   |        |   |            |   |              |   |
| February                  2002               |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| Issued                  for Cash             |   |                              | 200,000    |           | $      | 200         |   |            |   |              |   |   |   | $ | 200 |   |
|                                         |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| June                  2002                   |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| Issued                  for Cash             |   |                              | 19,685.000 |           |   | 197         |   |            |   |              |   |   |   |   | 197 |   |
| Contributed                  Capital         |   |                              |       |           |   |        |   | $               | 50,000 |              |   |   |   |   | 50,000 |   |
|                                         |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| July                  2002                   |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| Contributed                  Capital         |   |                              |       |           |   |        |   |            | 1,000  |              |   |   |   |   | 1,000 |   |
|                                         |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| November                  2002               |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| Relinquished                  by Shareholder |   |                              | (200,000   | )              |   | (200        | )      |            |   |              |   |   |   |   | (200 | ) |
|                                         |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| April                  2003                  |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| Issued                  for Cash             |   |                              | 27,000     |           |   |        |   |            | 33,600 |              |   |   |   |   | 33,600 |   |
|                                         |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| May                  2003                    |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| Issued                  for Cash             |   |                              | 120,000    |           |   | 1           |   |            | 36,499 |              |   |   |   |   | 36,500 |   |
|                                         |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| September                  2003              |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| Gifts/Services                               |   |                              | 2,155,500  |           |   |        |   |            |   |              |   |   |   |   |   |   |
| Contributed                  Capital         |   |                              |       |           |   |        |   |            | 8,000  |              |   |   |   |   | 8,000 |   |
|                                         |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| December                  2003               |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| Gifts/Services                               |   |                              | 100,000    |           |   |        |   |            |   |              |   |   |   |   |   |   |
|                                         |   |                              |       |           |   |        |   |            |   |              |   |   |   |   |   |   |
| Continued                  On Next Page      |

----

|                                       |   |                              |           |       |       |        |      | **(Deficit)**   |    |              |   |
|--------------------------------------------|--------|-----------------------------------|----------------|------------|------------|-------------|-----------|-----------------|---------|-------------------|--------|
|                                       |   |                              |           |       |       |        |      | **Accumulated** |    |              |   |
|                                       |   | **Common                  Stock** | **Additional** |       | **During** |        | **Total** |            |
|                                       |   |                              |           |       |       | **Paid-in** |      | **Development** |    | **Stockholders'** |   |
|                                       |   | **Shares**                        |           | **Amount** |       | **Capital** |      | **Stage**       |    | **Equity**        |   |
|                                       |   |                              |           |       |       |        |      |            |    |              |   |
|                                       |   |                              |           |       |       |        |      |            |    |              |   |
|                                       |   |                              |           |       |       |        |      |            |    |              |   |
| May                  2004                  |   |                              |           |       |       |        |      |            |    |              |   |   |   |   |   |   |
| Gifts/Services                             |   |                              | 495,000        |       |       |        |      |            |    |              |   |   |   |   |   |   |
| Contributed                  Capital       |   |                              |           |       |       |        |      |            | 14,691  |              |   |   |   |   | 14,691 |   |
|                                       |   |                              |           |       |       |        |      |            |    |              |   |   |   |   |   |   |
| July                  2004                 |   |                              |           |       |       |        |      |            |    |              |   |   |   |   |   |   |
| Gifts/Services                             |   |                              | 1,499,400      |       |       |        |      |            |    |              |   |   |   |   |   |   |
|                                       |   |                              |           |       |       |        |      |            |    |              |   |   |   |   |   |   |
| August                  2004               |   |                              |           |       |       |        |      |            |    |              |   |   |   |   |   |   |
| Gifts/Services                             |   |                              | 1,265,300      |       |       |        |      |            |    |              |   |   |   |   |   |   |
| Contributed                  Capital       |   |                              |           |       |       |        |      |            | 700     |              |   |   |   |   | 700 |   |
|                                       |   |                              |           |       |       |        |      |            |    |              |   |   |   |   |   |   |
| November                  2004             |   |                              |           |       |       |        |      |            |    |              |   |   |   |   |   |   |
| Gifts/Services                             |   |                              | 121,429        |       |       |        |      |            |    |              |   |   |   |   |   |   |
| Contributed                  Capital       |   |                              |           |       |       |        |      |            | 30,000  |              |   |   |   |   | 30,000 |   |
|                                       |   |                              |           |       |       |        |      |            |    |              |   |   |   |   |   |   |
| Net                  (loss)                |   |                              |           |       |       |        |      |            |    |              |   |   |   |   |   |   |
| February                  21, 2002         |   |                              |           |       |       |        |      |            |    |              |   |   |   |   |   |   |
| (Inception)                  to            |   |                              |           |       |       |        |      |            |    |              |   |   |   |   |   |   |
| December                  31, 2004         |   |                              |                |       |       |             |      |            |         |              |   | (506,695 | ) |   | (506,695 | ) |
|                                       |   |                              |           |       |       |        |      |            |    |              |   |   |   |   |   |   |
|                                       |   |                              |           |       |       |        |      |            |    |              |   |   |   |   |   |   |
| Balance                  December 31, 2004 |   |                              | 25,468,629     |       | $          | 198         |      | $               | 174,490 |              | $      | (506,695 | ) | $ | (332,007 | ) |

----

|                                                    |   | **For                the**      |     | **February                21, 2002** |   |
|---------------------------------------------------------|--------|---------------------------------|----------|--------------------------------------|--------|
|                                                    |   | **Years                ended**  |     | **(Inception)                to**    |   |
|                                                    |   | **December                31,** |     | **December                31,**      |   |
|                                                    |   | **2004**                        |     | **2003**                             |   | **2002** |   | **2004** |   |
|                                                    |   |                            |     |                                 |   |   |   |   |   |
| Cash                Flows from Operating Activities:    |   |                            |     |                                 |   |   |   |   |   |   |   |   |   |
| Net                (loss)                               |   | $                               | (269,027 | )                                    | $      | (129,311 | ) | $ | (108,357 | ) | $ | (506,695 | ) |
|                                                    |   |                            |     |                                 |   |   |   |   |   |   |   |   |   |
| Adjustments                to reconcile net (loss) to   |   |                            |     |                                 |   |   |   |   |   |   |   |   |   |
| net                cash (used) by operating activities: |   |                            |     |                                 |   |   |   |   |   |   |   |   |   |
| Depreciation                                            |   |                            | 6,303    |                                 |   | 7,660 |   |   | 0 |   |   | 13,963 |   |
| (Increase)                Decrease in prepaid expenses  |   |                            | 5,400    |                                 |   | (6,498 | ) |   | 0 |   |   | (1,098 | ) |
| Increase                (Decrease) in accounts payable  |   |                            | 1        |                                 |   | 3,712 |   |   | 107,200 |   |   | 110,913 |   |
| Increase                (Decrease) in accrued expenses  |   |                            | 5,849    |                                 |   | 0 |   |   | 0 |   |   | 5,849 |   |
| Increase                (Decrease) in sales payable     |   |                            | 1,828    |                                 |   | 0 |   |   | 0 |   |   | 1,828 |   |
| (Increase)                Decrease in other assets      |   |                            | (31,095  | )                                    |   | 0 |   |   | 0 |   |   | (31,095 | ) |
|                                                    |   |                            |     |                                 |   |   |   |   |   |   |   |   |   |
| Net                Cash (Used) by Operating Activities: |   |                            | (280,741 | )                                    |   | (124,437 | ) |   | (1,157 | ) |   | (406,335 | ) |
|                                                    |   |                            |     |                                 |   |   |   |   |   |   |   |   |   |
| Cash                Flows From Investing Activities:    |   |                            |     |                                 |   |   |   |   |   |   |   |   |   |
|                                                    |   |                            |     |                                 |   |   |   |   |   |   |   |   |   |
| Purchase                of Equipment                    |   |                            | (15,928  | )                                    |   | (29,717 | ) |   | 0 |   |   | (45,645 | ) |
|                                                    |   |                            |     |                                 |   |   |   |   |   |   |   |   |   |
| Net                Cash Used by Investing Activities:   |   |                            | (15,928  | )                                    |   | (29,717 | ) |   | 0 |   |   | (45,645 | ) |
|                                                    |   |                            |     |                                 |   |   |   |   |   |   |   |   |   |

----

|                                                      |       | **For                the**** **** **** **     | **February                21, 2002** | ** **                           |
|-----------------------------------------------------------|------------|--------------------------------------------------------------|--------------------------------------|--------------------------------------|
| ** **                                                | ** ** | **Years                ended**** **** **** ** | **(Inception)                to**    | ** **                           |
| ** **                                                | ** ** | **December                31,**                              | ** **                           | **December                31, 2004** | ** ** |
| ** **                                                | ** ** | **2004**                                                     | ** **                           | **2003**                             | ** ** | **2002** | ** ** |   |   |
|                                                      |       |                                                         |                                 |                                 |   |   |   |   |   |
| Cash                Flows From Financing Activities:      |       |                                                         |                                 |                                 |   |   |   |   |   |   |   |   |   |
|                                                      |       |                                                         |                                 |                                 |   |   |   |   |   |   |   |   |   |
| Issuance                of common stock                   |       |                                                         | 0                                    |                                 |   | 1 |   |   | 197 |   |   | 198 |   |
| (Increase)                in loans receivable             |       |                                                         | 0                                    |                                 |   | 0 |   |   | (50,000 | ) |   | (50,000 | ) |
| Increase                in loans payable                  |       |                                                         | 251,372                              |                                 |   | 68,652 |   |   | 0 |   |   | 320,024 |   |
| Increase                in contributed capital            |       |                                                         | 45,391                               |                                 |   | 78,099 |   |   | 51,000 |   |   | 174,490 |   |
|                                                      |       |                                                         |                                 |                                 |   |   |   |   |   |   |   |   |   |
| Net                Cash Provided by Financing Activities: |       |                                                         | 296,763                              |                                 |   | 146,752 |   |   | 1,197 |   |   | 444,712 |   |
|                                                      |       |                                                         |                                 |                                 |   |   |   |   |   |   |   |   |   |
| Net                Increase (Decrease) in Cash            |       |                                                         | 94                                   |                                 |   | (7,402 | ) |   | 40 |   |   | (7,268 | ) |
|                                                      |       |                                                         |                                 |                                 |   |   |   |   |   |   |   |   |   |
| Cash                at Beginning of Period                |       |                                                         | (7,362                               | )                                    |   | 40 |   |   | 0 |   |   | 0 |   |
|                                                      |       |                                                         |                                 |                                 |   |   |   |   |   |   |   |   |   |
| Cash                at End of Period                      |       | $                                                            | (7,268                               | )                                    | $ | (7,362 | ) | $ | 40 |   | $ | (7,268 | ) |
|                                                      |       |                                                         |                                 |                                 |   |   |   |   |   |   |   |   |   |

----

| **Note                  1 - History and organization of the company**                                                                                |
|------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                 |
| The                  Company was organized February 21, 2002 (Date of Inception) under                  the laws                  of the             |
| state                  of Delaware to operate a retailing business through its wholly-owned                  subsidiary. The                         |
| Company                  has limited operations and in accordance with SFAS# 7, the Company                  is                                      |
| considered                  a development stage company.                                                                                             |
|                                                                                                                                                 |
| **Note                  2 - Accounting policies and procedures**                                                                                     |
|                                                                                                                                                 |
| Cash                  and cash equivalents                                                                                                           |
| The                  Company maintains a cash balance in a non-interest-bearing account                  that                  currently does        |
| not                  exceed federally insured limits. For the purpose of the statements                  of cash                  flows, all highly  |
| liquid                  investments with an original maturity of three months or less are                  considered to be cash                     |
| equivalents.                  There were no cash equivalents as of December 31, 2004 or                  2003.                                       |
|                                                                                                                                                 |
| Fixed                  Assets                                                                                                                        |
| Property                  and equipment are recorded at historical cost. Minor additions                  and                  renewals are          |
| expensed                  in the year incurred. Major additions and renewals are capitalized                  and                  depreciated       |
| over                  their estimated useful lives. Depreciation is calculated using                  the                  straight-line method over |
| the                  estimated useful lives as                  follows:                                                                             |

| Computer                  equipment | 3                  years |
|-------------------------------------|--------------------------|
| Automobile                          | 5                  years |
| Office                  equipment   | 7                  years |

|                                           |   | **2004** |         | **2003** |    |
|------------------------------------------------|--------|----------|--------------|----------|---------|
|                                           |   |     |         |     |    |
| Automobile                                     |   | $        | 29,717       |     | $       | 29,717 |   |
| Office                  equipment              |   |     | 15,928       |     |    | 0 |   |
|                                           |   |     | 45,645       |     |    | 29,717 |   |
| Less:accumulated                  depreciation |   |     | (13,963      | )        |    | (7,660 | ) |
|                                           |   |  $  | 31,682  |     | $  | 22,057  |   |

----

| Revenue                  recognition                                                                                                               |
|----------------------------------------------------------------------------------------------------------------------------------------------------|
| The                  Company recognized revenue and gains when earned and related costs                  of                  sales and             |
| expenses                  when incurred.                                                                                                           |
|                                                                                                                                               |
| Advertising                  costs                                                                                                                 |
| The                  Company expenses all costs of advertising as incurred. There were                  no                  advertising costs      |
| included                  in selling, or general and administrative expenses in 2004 or                  2003.                                     |
|                                                                                                                                               |
| Loss                  per share                                                                                                                    |
| Net                  loss per share is provided in accordance with Statement of Financial                  Accounting Standards                    |
| No.                  128 (SFAS # 128) "Earnings Per Share". Basic loss per share is                  computed by                  dividing         |
| losses                  available to common stockholders by the weighted average number                  of common                  shares         |
| outstanding                  during the period. The Company had no dilutive common stock equivalents,                  such                        |
| as                  stock options of warrants as of December 31, 2004 or                  2003.                                                    |
|                                                                                                                                               |
| Reporting                  on the costs of start-up activities                                                                                     |
| Statement                  of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up                  Activities", which                    |
| provides                  guidance on the financial reporting of start-up costs and organizational                  costs, requires                |
| most                  costs of start-up activities and organizational costs to be expensed                  as                  incurred. SOP-98-5 |
| is                  effective for fiscal years beginning after December 15, 1998. With                  the                  adoption of SOP-98,   |
| there                  has been little or no effect on the Company's financial                  statements.                                        |
|                                                                                                                                               |
| Estimates                                                                                                                                          |
| The                  preparation of financial statements in conformity with generally                  accepted                  accounting        |
| principles                  requires management to make estimates and assumptions that affect                  the                  reported       |
| amounts                  of assets and liabilities and disclosure of contingent assets and                  liabilities at the date of             |
| the                  financial statements, and the reported amounts of revenue and expenses                  during the                            |
| reporting                  period. Actual results could differ from those                  estimates.                                              |
|                                                                                                                                               |
| Fair                  value of financial instruments                                                                                               |
| Fair                  value estimates discussed herein are based upon certain market                  assumptions                  and pertinent   |
| information                  available to management as of December 31, 2004 and 2003 respectively.                  The                           |
| respective                  carrying value of certain on-balance-sheet financial instruments                  approximated their                   |
| fair                  values. These financial instruments include cash and accounts payable.                  Fair values are                      |
| assumed                  to approximate carrying values for cash and payables because they                  are                  short term        |
| in                  nature and their carrying amounts approximated fair values or they                  are                  payable on demand.    |

----

| Income                  Taxes                                                                                                                            |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|
| Deferred                  income tax assets and liabilities are computed annually for differences                  between the                           |
| financial                  statement and tax basis of assets and liabilities that will result                  in                  taxable or deductible |
| amounts                  in the future based on enacted tax laws and rates applicable on                  the                  periods in which          |
| the                  differences are expected to affect taxable income. Valuation allowances                  are established                            |
| when                  necessary to reduce deferred tax assets to the amount expected                  to be                  realized. Income            |
| tax                  expense is the tax payable or refundable for the period plus or                  minus the                  change during           |
| the                  period in deferred tax assets and liabilities.                                                                                      |
|                                                                                                                                                     |
| Segment                  reporting                                                                                                                       |
| The                  Company follows Statement of Financial Accounting Standards No.                  130,                  "Disclosures                 |
| About                  Segments of an Enterprise and Related Information". The Company                  operates                  as a                   |
| single                  segment and will evaluate additional segment disclosure requirements                  as it                  expands its         |
| operations.                                                                                                                                              |
|                                                                                                                                                     |
| Dividends                                                                                                                                                |
| The                  Company has not yet adopted any policy regarding payment of dividends.                  No                  dividends               |
| have                  been paid or declared since inception.                                                                                             |
|                                                                                                                                                     |
| Recent                  pronouncements                                                                                                                   |
| In                  June 2001, SFAS No. 141, "Business Combinations", and SFAS No.                  142,                  "Goodwill and                  |
| Other                  Intangible Assets", were issued. SFAS No. 141 requires that all                  business                  combinations           |
| initiated                  after June 30, 2001 be accounted for using the purchase method                  of                  accounting, and           |
| that                  identifiable intangible assets acquired in a business combination                  be                  recognized as an assets     |
| apart                  from goodwill if they meet certain criteria. The impact of the                  adoption of                  SFAS No. 141         |
| on                  our reported operating results, financial position and existing                  financial                  statements               |
| disclosure                  is not expected to be material.                                                                                              |
|                                                                                                                                                     |
| SFAS                  No. 142 applies to all goodwill and identified intangible assets                  acquired                  in a business          |
| combination.                  Under the new standard, all goodwill and indefinite-lived intangible                  assets,                              |
| include                  the acquired before initial application of the standard, will not                  be                  amortized but will       |
| be                  tested for impairment at least annually. The new standard is effective                  for                  fiscal years            |
| beginning                  after December 15, 2001. The impact of the adoption of SFAS No.                  142 on                  our                  |
| reported                  operating results, financial position and existing financial statement                  disclosure is not                      |
| expected                  to be material.                                                                                                                |

----

| In                July 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations",                was issued                         |
|---------------------------------------------------------------------------------------------------------------------------------------------|
| which                requires the recognition of a liability for an asset retirement obligation                in the period in             |
| which                it is incurred. When the liability is initially recorded, the carrying                amount of the related            |
| long-lived                asset is correspondingly increased. Over time, the liability is accreted                to its present            |
| value                and the related capitalized charge is depreciated over the useful                life of                the asset.     |
| SFAS                No. 143 is effective for fiscal years beginning after June 15, 2002.                The                impact of the    |
| adoption                of SFAS No. 143 on the Company's reported operating results, financial                position                      |
| and                existing financial statement disclosure is not expected to be                material.                                   |
|                                                                                                                                        |
| In                August 2001, SFAS No. 144, "Accounting for the Impairment of Disposal                of                Long-lived         |
| Assets",                was issued. This statement addresses the financial accounting and                reporting for the                  |
| impairment                of disposal of long-lived assets and broadens the definition of what                constitutes a                 |
| discontinued                operation and how results of a discontinued operation are to be measured                and                     |
| presented.                The provisions of SFAS No. 144 are effective for financial statements                issued for                   |
| fiscal                years beginning after December 15, 2001. The impact of the adoption                of                SFAS No. 144     |
| on                our reported operating results, financial position and existing financial                statement disclosure             |
| is                not expected to be material.                                                                                              |
|                                                                                                                                        |
| Stock-Based                Compensation                                                                                                     |
| The                Company accounts for stock-based awards to employees in accordance                with                Accounting         |
| Principles                Board Opinion No. 25, "Accounting for Stock Issued to Employees"                and                related        |
| interpretations                and has adopted the disclosure only alternative of SFAS No. 123,                "Accounting                  |
| for                Stock-Based Compensation". Options granted to consultants, independent                representatives                    |
| and                other non-employees are accounted for using the fair value method                as                prescribed by         |
| SFAS                No. 123.                                                                                                                |
|                                                                                                                                        |
| Year                end                                                                                                                     |
| The                Company has adopted December 31 as its fiscal year end.                                                                  |
|                                                                                                                                        |
| **Note                3 - Going concern**                                                                                                   |
|                                                                                                                                        |
| The                accompanying financial statements have been prepared assuming the                Company                will             |
| continue                as a going concern. As shown in the accompanying financial statements,                the                Company    |
| has                incurred a net loss of $506,695 for the period from February 21,                2002                (inception) to       |
| December                31, 2004. The future of the Company is dependent upon its ability                to                obtain financing |
| and                upon future profitable operations from the development of its new                business                opportunities.  |
| Management                has plans to seek additional capital through a public offering of                its                common stock. |
| The                financial statements do not include any adjustments relating to the                recoverability and                    |
| classification                of recorded assets, or the amount of the classification of liabilities                that might be           |
| necessary                in the event the Company cannot continue in                existence.                                              |

----

| **Note                  4 - Income taxes**                                                                                                            |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                  |
| The                  Company accounts for income taxes under Statement of Financial                  Accounting                  Standards            |
| No.                  109, "Accounting for Income Taxes" (SFAS No. 109), which requires                  use of                  the liability         |
| method.                  SFAS No. 109 provides that deferred tax assets and liabilities                  are                  recorded based on       |
| the                  differences between the tax bases of assets and liabilities and                  their                  carrying amounts for     |
| financial                  reporting purposes, referred to as temporary differences. Deferred                  tax                  assets and        |
| liabilities                  at the end of each period are determined using the currently enacted                  tax                  rates applied |
| to                  taxable income in the periods in which the deferred tax assets                  and                  liabilities are expected to  |
| be                  settled or realized.                                                                                                              |
|                                                                                                                                                  |
| The                  provisions for income taxes differs from the amount computed by                  applying                  the statutory         |
| federal                  income tax rate to Income before provision for income taxes. The                  source                  and tax            |
| effects                  of the differences are as                  follows:                                                                          |

| U.S.                  federal statutory rate | 34.00% |
|----------------------------------------------|--------|
|                                         |   |
| Valuation                  reserve           | 34.00% |
|                                         |   |
| Total                                        | 0.00%  |

| As                of December 31, 2004 , the Company has a net operating loss carry                forward                of approximately    |
|-----------------------------------------------------------------------------------------------------------------------------------------------|
| $506,695                for tax purposes, which will be available to offset future taxable                income.                If not used, |
| this                carryforward will expire in 2023.                                                                                         |
|                                                                                                                                          |
| **Note                5 - Loan Receivable**                                                                                                   |
|                                                                                                                                          |
| On                June 23, 2002, the Company loaned $50,000 to an affiliated company.                The                note is due           |
| upon                demand and bears no interest rate (See related party                transactions).                                        |
|                                                                                                                                          |
| **Note                6 - Stockholders' Equity**                                                                                              |
|                                                                                                                                          |
| The                Company is currently authorized to issue 40,000,000 shares of its                $0.00001                par value         |
| common                stock.                                                                                                                  |
|                                                                                                                                          |
| On                November 19, 2002 the Company issued 19,685,000 shares of its .00001                par                value                |
| common                stock as founders' shares to acquire 100% of the outstanding shares                of                Artfest, Inc.,     |
| a                Delaware Corporation for a net book value of $197. Artfest provides                sales,                marketing,          |
| financial                and e-commerce systems to the industries of Arts, Antiques, Collectibles                and                          |
| Luxury                Goods. The markets are serviced by artists, dealers, galleries, and                manufacturers of                     |
| reproductions                and luxury goods.                                                                                                |

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| **Note                  7 - Warrants and options**                                                                                               |
|--------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                             |
| As                  of December 31, 2004 and 2003, there were no warrants or options                  outstanding to                             |
| acquire                  any additional shares of common stock.                                                                                  |
|                                                                                                                                             |
| **Note                  8 - Leases**                                                                                                             |
|                                                                                                                                             |
| On                  March 23, 2003 the Company executed a lease agreement that calls                  for the                  issuance of       |
| Company                  stock to the landlord of the Centerpoint mall in Grand Rapids,                  Michigan,                  in           |
| exchange                  for rent. The lease will expire five years from the commencement                  date. The                  terms     |
| of                  the lease call for a base rent of $54,660 per year for the first                  two years                  in exchange for |
| 1,000,000                  shares of the Company's stock, and $72,880 per year for 3 through                  5. The                             |
| shares                  are transferrable at the landlord's discretion and will be tendered                  upon                  landlord's    |
| completion                  of leasehold improvements. The lease also calls for additional                  rent of 10%                  of      |
| gross                  sales in excess of $500,000 for years 1 and 2, and 5% of gross                  sales in                  excess of       |
| $1,457,600                  for years 3 through 5.                                                                                               |
|                                                                                                                                             |
| On                  October 10, 2004, the Company executed a lease agreement for gallery                  space                  in              |
| Key                  West, Florida. The lease calls for a monthly rent payment of $6,300                  for a                  term of         |
| three                  years commencing on October 15, 2004 and ending on October 14,                  2007.                  The                |
| lease                  also calls for a five percent (5%) increase in rent upon each anniversary                  of the                         |
| lease                  commencement, as well as a three month security                  deposit.                                                 |
|                                                                                                                                             |
| On                  September 28, 2004 the Company executed a Letter of Intent to lease                  a one                  bedroom          |
| apartment                  adjacent to the above referenced gallery. The agreement calls for                  a base                  rent of    |
| $1,200                  per month for a term of one year with optional one-year renewable                  contracts, as                         |
| well                  as a three month security deposit. The apartment is to provide                  office and                  meeting        |
| facilities                  for visitors and employees of the                  gallery.                                                          |

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| **Note                  9 - Related party transactions**                                                                                      |
|-----------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                          |
| On                  June 23, 2002, the Company loaned $50,000 to an affiliated company.                  The                  note is due     |
| upon                  demand and bears no interest rate. The loan is to a company who's                  principle owner,                     |
| Joseph                  Walsh, is also the Principal owner Chief Operating Officer, Treasurer,                  and                  Chairman |
| of                  the Board of the Company. (See Note 5)                                                                                    |
|                                                                                                                                          |
| Office                  space and services are provided without charge by the Chief Operating                  Officer. Such                  |
| costs                  are immaterial to the financial statements and, accordingly, have                  not been                  reflected |
| therein.                                                                                                                                      |
|                                                                                                                                          |
| The                  officers and directors of the Company are involved in other business                  activities and may, in             |
| the                  future become involved in other business opportunities. If a specific                  business opportunity              |
| becomes                  available, such person may face a conflict in selecting between                  the                  Company and    |
| their                  other business interest. The Company has not formulated a policy                  for the                  resolution  |
| of                  such conflicts.                                                                                                           |
|                                                                                                                                          |
| **Note                  10 - Loans Payable**                                                                                                  |
|                                                                                                                                          |
| During                  the years ended December 31, 2004 and 2003, the Chief Operating                  Officer                              |
| of                  the Company loaned the Company $2,354 and $8,557, respectively.                  The loan                  is due upon    |
| demand                  and bears no interest rate. During the year ended December 31,                  2003, the                  Company    |
| signed                  promissory notes payable to two shareholders in the amounts of                  $10,000 and                  $24,585  |
| respectively.                  The notes bear no interest rate and are payable on                  demand.                                    |
|                                                                                                                                          |
| On                  January 5, 2003, the Company purchased a 2002 Chevrolet Avalanche                  through                  GMAC          |
| for                  $29,717 The note calls for a term of 5 years at a rate of 5.9%                  beginning                  on            |
| February                  24, 2003, and maturing on December 24, 2007. Current and long-term                  portions                        |
| of                  the note payable are as                  follows:                                                                         |

| **Year** | ** ** | **Principal** | ** ** | **Interest** |   |
|----------|------------|---------------|------------|--------------|--------|
|     |       |          |       |         |   |
| 2004     |       | $             | 5,209      |         | $      | 1,286 |   |
| 2005     |       |          | 6,363      |         |   | 922 |   |
| 2006     |       |          | 6,749      |         |   | 537 |   |
| 2007     |       |          | 7,189      |         |   | 136 |   |

|                                           |   | 2004   |   | 2003   |   |
|------------------------------------------------|--------|--------|--------|--------|--------|
|                                           |   |   |   |   |   |
| Note                  Payable- Current Portion |   | $      | 6,363  |   | $      | 5,209 |   |
| Note                  Payable - Long Term      |   |   | 14,066 |   |   | 20,301 |   |
|                                           |   | $      | 20,429 |   | $      | 25,510 |   |

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| At                  December 31, 2004, the Company has short term notes payable to                  non-shareholder                         |
|---------------------------------------------------------------------------------------------------------------------------------------------|
| investors                  in the amount of $254,100. The notes call for varying interest                  rates                  ranging   |
| from                  1% to 8% per annum, and contain a stock payment option payable                  at the                  lender's      |
| discretion.                  The notes also call for a payment of 3.75% of gross sales from                  the                  Company's |
| coffee                  shop revenue at its Grand Rapids, Michigan mall                  location.                                          |
|                                                                                                                                        |
| Included                  in the accompanying balance sheet under the following                  captions:                                  |

| Current                  Liabilities:             |   |   | 2004    |   |   | 2003   |   |
|---------------------------------------------------|--------|--------|---------|--------|--------|--------|--------|
|                                              |   |   |    |   |   |   |   |
| Loans                  payable - Shareholders     |   | $      | 45,495  |   | $      | 43,142 |   |
| Loans                  payable - non shareholders |   |   | 254,100 |   |   | 0      |   |
| Total                  current loans payable      |   | $      | 299,595 |   | $      | 43,142 |   |

| **Note                  11 - Subsequent Events**                                                                                              |
|-----------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                          |
| As                  of the report date, the Company is in default on all of its short                  term                  notes payable to |
| non-shareholder                  investors. At December 31, 2004 the outstanding balance of the                  notes                        |
| payable                  is $254,100, exclusive of accrued interest and royalties in the                  amount                  of          |
| $4,024                  and $1,825, respectively. Management estimates that the accrued                  interest                  and        |
| royalty                  expense related to the short term notes payable to date is approximately                  $9,000                     |
| and                  $4,000, respectively. Management has not formulated a repayment                  plan, and                  no           |
| contingency                  plan has been established in the event that the lenders seek legal                  remedies.                    |

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