U.S. SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                             FORM 10-KSB/A

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the fiscal year ended December 31, 2001    Commission File No. 333-96257

[  ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

     For the transition period from           to           .

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

           Delaware                                      13-3851304
     State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization                     Identification No.)

    311 South State Street, Suite 460, Salt Lake City, Utah 84111
         (Address of principal executive offices)  (zip code)

Issuer's telephone number, including area code:  (801) 364-9262


    (Former name or former address, if changed since last report.)

Securities registered under Section 12(b) of the Exchange Act:  None
Securities registered under Section 12(g) of the Exchange Act:  None

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Issuer was required
to file such reports)                            Yes   X      No
and (2) has been subject to such filing requirements for the past 90 days.
                                                 Yes   X      No

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

The Issuer's revenues for its most recent fiscal year.    $      0.00

As of March 11, 2002, the aggregate market value of voting stock held by
non-affiliates was approximately $ 78,505

The number of shares outstanding of the Issuer's common stock at December 31,
2001: 1,250,000

<PAGE>

                                PART I

ITEM 1.   DESCRIPTION OF BUSINESS

     (A)  BUSINESS DEVELOPMENT.

     Power Marketing, Inc., a development stage company, was incorporated
under the laws of the State of Delaware on August 1, 1995.  In connection with
its organization, the founder contributed $28,500 cash to initially capitalize
Power Marketing in exchange for 950,000 shares of common stock. On September
19, 1995, Power Marketing commenced a public offering in reliance upon Rule
504 of Regulation D, promulgated by the U.S. Securities & Exchange Commission
under the Securities Act of 1933.  50,000 shares of common stock were offered
and sold and the offering closed in October, 1995.

     Power Marketing was initially formed to engage in the infomercial
business marketing hair products.  This business was not successful and
operations were eventually discontinued.  In November-December, 1999,
management of Power Marketing decided to engage in the business of wine
investing, and raised additional capital for this purpose.  Power Marketing
sold 250,000 shares of common stock in a non public offering, at $.20 per
share, and raised gross proceeds of $50,000. This increased the total issued
and outstanding common stock to 1,250,000 shares. The Company then registered
a public offering of its securities.  Power Marketing declared a distribution
of 1,250,000 common stock purchase warrants to shareholders of record as of
July 10, 2000.  The Company filed with the Securities and Exchange Commission
a registration statement on Form SB-2, which became effective June 22, 2000.
Pursuant thereto the Company then distributed 1,250,000 warrants.  The
warrants are exercisable at $1.00 per share, on or before June 30, 2002.

     (B)  BUSINESS OF COMPANY.

      Power Marketing intends to take advantage of what management believes
is a money making opportunity that can be realized through buying, selling and
investing in select vintages of wines. Management's beliefs are based in part
on information in publications like an August 16, 1995 article in Las Vegas
Review Journal and an article in the May, 1995 issue of Inc. magazine. The
philosophy is simple; buy California's and France's premier red wines when
they are first released and hold them for investment, appreciation and later
resale, then sell the wines after a 12 to 24 month period. Based on advice of
our supplier, management believes, but cannot assure that the appreciation of
the wines will generally be greatest within this period.  We will then take
any proceeds from investment, roll it over, and reinvest in the next release
of the wines.  We also invest in select vintages of champagne and other
sparkling wines which our supplier has advised us are top ranked, such as 1990
Dom Perignon, and will hold them for investment, appreciation and later resale
whenever aging and anticipation of demand results in an increase in value
sufficient to realize a good return on investment.

<PAGE>

     Power Marketing intends to purchase the actual wines directly from
suppliers rather than purchasing futures contracts, and will not be purchasing
futures contracts. Management surveyed wine suppliers on the Internet and is
aware of companies that supply wines for various purposes including
investment, from which Power Marketing acquires the wines it holds for
investment.  These companies conduct research regarding the world's top wines
and will provide educated recommendations to management about the specific
wines that can be purchased for investment and are likely to appreciate in
value over time.  These companies buy and sell wines held for investment from
collectors and charge a commission of 10% to 15% for the services.  They also
typically provide for a fee suitable temperature controlled storage facilities
in which to keep the wines while they age.  Power Marketing intends to
purchase and hold the wines for investment appreciation and eventual resale
rather than selling wines on a retail basis.

     Wine investing, or using wines as an investment vehicle, is based on the
principle of aging. The wine-making process is accomplished by allowing the
juice of perfectly ripe grapes to ferment over time. Fermentation is effected
over time periods varying from days to weeks or even longer. During
fermentation, the wine is not bottled or released for sale to the public, but
is stored in wooden barrels or other fermentation vats or tanks. Generally,
fermentation continues until all sugar in the juice has been converted to
alcohol. Even after fermentation and the wine has been bottled and released
for sale to the public, some wines are believed by professional connoisseurs
to benefit further from the aging process.  For the better, more age-worthy
wines, the wine continues to undergo organic change as it ages in the bottle,
and this may continue for many years before the wine is considered fully
mature and aged to perfection. As a result, these wines have the potential to
become more valuable with the passage of time.  Most investment grade wines
are red wines, because white wines generally do not benefit from aging.  Aging
allows a fine red wine, on the other hand, to develop distinctive traits which
are highly valued by collectors and other connoisseurs.  Select vintages of
other wines, such as champagne, may also benefit from the aging process enough
to become investment grade wines, if they are or become a top ranked vintage.
For instance, our supplier, Nevada Wine Company has advised us that 1990 Dom
Perignon champagne is generally considered to be a top ranked vintage of
champagne.  As a result of this aging process, the vintages of wines that are
sought after as investment grade wines may increase several times in value as
they are aged over a period of years, especially if the wines achieve a "First
Growth" or top ranked classification as they are aged.

     A second factor upon which wine investing is based is anticipation of
demand, and the timing of demand, for such vintages.  Because of the aging
factor, those vintages of red wine, champagne and other wines which become the
most highly sought after achieve such status only after having been "aged to
perfection" for a number of years. Obviously, at that point in time, the
supply of such vintages is fixed and cannot be further increased, even though
the demand is continuing to increase.  Combined with the fact of general
increases in demand which will occur at various times as a result of certain
events such as celebrations and other festivities, the potential exists for
significant increases over time in the value of the most highly sought after
vintages, if the demand continues to increase, since the supply is fixed.

<PAGE>

     Power Marketing has purchased its wine investments mostly through Nevada
Wine Company, using the recommendations, brokerage, marketing, storage and
other services provided by that company. Management selected Nevada Wine
Company from its survey, based on a comparison of prices and services offered.
Management does not presently intend to use other suppliers and other than
Nevada Wine Company, does not intend to use or rely on outside consultants to
conduct operations.  Nevada Wine Company is not affiliated with Power
Marketing or its principals. Nevada Wine Company is a Las Vegas based company
that supplies the market with wine for many large and small businesses and
also sells many of the world's finest wines to collectors who purchase and
hold wines for their investment value, or to others who just want a good
bottle of wine to drink.  These wines range from good inexpensive wine to
wines worth hundreds of dollars.  In December, 1999, Power Marketing used the
proceeds of its offering to purchase several vintages of investment grade
wines.

     The following table shows the wine investments Power Marketing has
purchased so far.

<TABLE>
<S>                                <C>     <C>      <C>
Description                        Bottles Price/unit     Total



1996 Pahlmeyer Red Table                 18   $65.00    $1,170

1996 Quintessa Cabernet                 120       75     9,000

1996 Opus One                            24      130     3,120

1995 Berringer Reserve Cabernet          60       60     3,600

1997 Diamond Creek Gravely Meadow        24      120     2,880

1997 Diamond Creek Red Rock Terrace      24      120     2,880

1997 Diamond Creek Volcanic Hill         24      120     2,880

1995 Silver Oak Alex                     24       60     1,440

1996 Lokoya Cabernet                     11      125     1,375

1997 Dow Port                            36       55     1,980

1997 Taylor Port                         36       78     2,808

1997 Fonsecs Port                        36       78     2,808

1997 Del Dotto                           36       50     1,800

1990 Dom Perignon (champagne)         1,200    96.53   115,830



Balance December 31, 1999             1,673           $153,571
                                           $1,232.53
</TABLE>

     Power Marketing also intends to resell its wine investments through
Nevada Wine Company, using the recommendations, brokerage, licensing and other
services provided by Nevada Wine Company, a wine broker-dealer licensed for
the sale of alcoholic beverages. If Power Marketing resells its wine
investments through Nevada Wine Company, management has been advised by Nevada
Wine Company that any licensing requirements for the sale of alcoholic
beverages will be handled by them as part of their services. The market for
wine resales is composed of collectors who purchase and hold wines for their
investment value, or others who just want a good bottle of wine to drink.
Power Marketing will have to continue to hold its wine investments
indefinitely and will only be able to sell when we become aware through our
supplier or otherwise of opportunities to sell.

<PAGE>

     There is absolutely no assurance that Power Marketing will be successful
in this venture.  Management has little or no prior experience in this
business or industry and will have to rely on the advice of others.
Management believes that any additional funds that may be received from
exercise of warrants can be used to increase the amounts of purchases or
investments Power Marketing can make.

ITEM 2.   PROPERTIES

     Power Marketing has no office facilities and does not presently
anticipate the need to lease commercial office space or facilities, but for
the time being uses the address of the President as the business address.  We
may lease commercial office facilities at such time in the future as our
operations have developed to the point where the facilities are needed, but we
have no commitments or arrangements for any facilities, and there is no
assurance regarding the future availability of commercial office facilities or
terms on which we may be able to lease facilities in the future, nor any
assurance regarding length of time the present arrangement may continue.  In
connection with the purchase of an inventory of wines to hold for investment
and resale, Power Marketing has leased from third parties or otherwise paid
for the use of temperature controlled or otherwise suitable storage facilities
for the wines.

ITEM 3.   LEGAL PROCEEDINGS.

     The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no action has been threatened by or against
the Company.

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

     No matter was submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.

                               PART II

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

     (A)  MARKET INFORMATION.

     Our common stock has been quoted under the symbol PMKT on the Electronic
Bulletin Board known as the OTCBB, which is maintained by the National
Association of Securities Dealers, Inc., but has not been traded in the over-
the-counter market, except on a limited and sporadic basis. The following sets
forth high and low bid price quotations for each calendar quarter during such
portion of the last two fiscal years that trading occurred or quotations were
available. Such quotations reflect inter-dealer prices, without retail mark-
up, mark-down or commission and may not represent actual transactions.

<PAGE>

     Quarter Ended                 High                Low
     December 31, 2000             $.25                $.09

     March 31, 2001                $.25                $.25
     June 30, 2001                 $.35                $.28
     September 30, 2001            $.40                $.35
     December 31, 2001             $.35                $.35

     (B)  HOLDERS.

     At March 11, 2002, there were about 94 record holders of the company's
common stock.

     (C)  DIVIDENDS.

     Power Marketing has not previously paid any cash dividends on common
stock and does not anticipate or contemplate paying dividends on common stock
in the foreseeable future.  Our present intention is to utilize all available
funds for the development of our business.  The only restrictions that limit
the ability to pay dividends on common equity or that are likely to do so in
the future, are those restrictions imposed by law.  Under Delaware corporate
law, a corporation may declare and pay dividends only out of its surplus, as
defined, or if there is no surplus, out of its net profits for the fiscal year
in which the dividend is declared and/or the preceding fiscal year.

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

PLAN OF OPERATIONS.

     Management's plan of operation for the next twelve months is to continue
using existing capital and any funds from exercise of warrants to acquire
additional inventory of select wines to hold for investment and resale, and
also to provide general working capital during the next twelve months.  Under
this plan of operations Power Marketing has no specific capital commitments
and the timing of capital expenditures for wine investing will depend upon the
receipt of additional funds from warrant exercise or elsewhere, none of which
is assured.  The time frame for revenue generating activities and cash flows
is also not assured or known and will depend upon the timing of sale of the
wines, and receipt of the proceeds from these sales. We do not presently
anticipate that we will have to raise additional funds within the next twelve
months, but we have not determined how long beyond that existing capital can
satisfy any cash requirements.  If we do not receive sufficient funds to carry
out the full plan of operations, Power Marketing will modify operations and
reduce the amount spent purchasing additional vintages of investment grade
wines, to the extent these funds are needed to cover other business expenses,
including the lease of storage space, other overhead expenses, and fulfillment
of our reporting obligations. We do not anticipate any capital commitments for
product research and development or significant purchases of plant or
equipment, or any change in the number of employees.

<PAGE>

     In November, 1999, we sold 250,000 shares of common stock in a non
public offering, at $.20 per share, and raised gross proceeds of $50,000. We
later purchased several different vintages of investment grade wines at a cost
of $37,741. We also purchased one hundred cases of investment grade champagne
from an affiliated company, at the affiliate's cost, for a note payable in the
amount of $115,830, due in 6 months with interest at 6% per annum. We intend,
but are not assured of being able, to repay the note upon sale of the wine
from sale proceeds.  If that is not possible, management intends to loan Power
Marketing the money to repay the original note, until it can sell the wine. On
September 5, 2000, we settled the debt consisting of the note payable in the
amount of $115,830 plus accrued interest of $5,616 for $100,000.  The gain on
settlement of $21,446 was accounted for as a contribution to capital because
of the related party nature of the note.

     In January 2002, the Company sold its investments in champagne and wine
to an  officer/shareholder of the Company. The Company sold its  investments,
which had a carrying value of $153,571, for $130,535 resulting in a  loss of
$23,036. The Company offset $117,950 of the sales proceeds against its
liability owing to the officer/shareholder. Even though the transaction
resulted in a loss of $23,036 to the Company, management believes the terms
were no less favorable to the Company than could be obtained from unaffiliated
parties.

ITEM 7.   FINANCIAL STATEMENTS.

     See attached Financial Statements and Schedules.

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

     There are not and have not been any disagreements between the Company
and their accountants on any matter of accounting principles or practices or
financial statement disclosure.

                               PART III

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

     (A)  IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS.

     The following table shows the sole officer and director, his age, and
all offices and positions with Power Marketing.  Each director is elected for
a period of one year and serves until his successor is duly elected by the
stockholders and qualifies.  Officers and other employees serve at the will of
the board of directors.

<PAGE>

<TABLE>
<S>                   <C>                   <C>
                      Term Served As        Positions
Name of Director  Age Director/Officer      With Company

Lynn Dixon        55  Since inception       President, Secretary-Treasurer &
                                            Director
</TABLE>

     A brief description of this individual's background and business
experience follows:

     LYNN DIXON.  Mr. Dixon graduated with a B.S. Degree in business from
Utah State University in 1969.  From 1969 through 1972, he was employed at
Thiokol Chemical Corporation as a cost accountant.  From 1972 through 1979, he
was employed as a stock broker with Olsen and Company, a stock brokerage firm
in Salt Lake City, Utah.  From 1979 to the present, Mr. Dixon has devoted his
full time to managing his own investments in securities and real estate,
including commercial, residential and agricultural real estate investments in
undeveloped ground as well as income producing properties, mutual funds and
other securities investments, both debt and equity, in companies listed on
exchanges such as AMEX or traded over-the-counter and listed on NASDAQ and the
OTCBB. Mr. Dixon served as President of Winthrop Industries during the past
five years until November 1999, when it went through a change in control.
Winthrop Industries was also engaged at that time in the business of wine
investing. Mr. Dixon will devote less than 10% of his time to Power Marketing.

     The director holds no directorships in any other company subject to the
reporting requirements of the Securities Exchange Act of 1934.

     (B)  IDENTIFY SIGNIFICANT EMPLOYEES.

     None other than the person previously identified.

     (C)  FAMILY RELATIONSHIPS.

     None

     (D)  INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

     Except as described herein, no present officer or director of the
Company; 1) has had any petition filed, within the past five years, in Federal
Bankruptcy or state insolvency proceedings on such person's behalf or on
behalf of any entity of which such person was an officer or general partner
within two years of filing; or 2) has been convicted in a criminal proceeding
within the past five years or is currently a named subject of a pending
criminal proceeding; or 3) has been the subject, within the past five years,
of any order, judgment, decree or finding (not subsequently reversed,
suspended or vacated) of any court or regulatory authority involving violation
of securities or commodities laws, or barring, suspending, enjoining or
limiting any activity relating to securities, commodities or other business
practice.

<PAGE>

     COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT  The Issuer is not
subject to Section 16(a).

ITEM 10.  EXECUTIVE COMPENSATION.

     The Company has not paid any cash compensation to its executive officer
to date.

COMPENSATION OF DIRECTORS     None

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

     The Company has not entered into any contracts or arrangements with any
named executive officer which would provide such individual with a form of
compensation resulting from such individual's resignation, retirement or any
other termination of such executive officer's employment with the Company or
its subsidiary, or from a change-in-control of the Company or a change in the
named executive officer's responsibilities following a change-in-control.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table contains stock ownership information about officers
or directors, and other stockholders who we know to be beneficial owners of
more that 5% of our stock. A beneficial owner of stock is any person who has
or shares the power to decide how to vote or whether to dispose of the stock.

<TABLE>
<S>                       <C>      <C>                   <C>
                          Title of Amount & Nature of    % of
Name and Address           Class   Beneficial Ownership  Class

Lynn Dixon                 Common  1,025,700 shares       82%
311 S. State, #460
SLC, UT 84111

All officers and directors
as a group (1 person)      Common  1,025,700 shares       82%

</TABLE>

     The foregoing amounts include all shares these persons may be considered
to beneficially own regardless of the form of ownership.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company has entered into certain transactions with officers,
directors or affiliates of the Company which include the following:

<PAGE>

     In connection with the organization, the founder contributed $28,500
cash to initially capitalize Power Marketing in exchange for 950,000 shares of
common stock.

     During November 1999, Power Marketing purchased for a price of $115,830,
champagne to hold as an investment.  The champagne was purchased with a note
payable for $115,830 from Winthrop Industries, a company that subsequently
went through a change in control and became known as Compass Knowledge.
However, at the time of the purchase, this company was affiliated with Power
Marketing through common control.  The note was held by Compass Knowledge, was
due in 6 months and provided for interest at 6% per annum. Power Marketing
purchased the champagne from Winthrop, at the same price that Winthrop had
paid to purchase it from a third party. On September 5, 2000, Power Marketing
settled the debt consisting of the note payable in the amount of $115,830 plus
accrued interest of $5,616 for $100,000.  The gain on settlement of $21,446
was accounted for as a contribution to capital because of the related party
nature of the note.

     In January 2002, the Company sold its investments in champagne and wine
to an  officer/shareholder of the Company. The Company sold its investments,
which had a carrying value of $153,571, for $130,535 resulting in a loss of
$23,036. The Company offset $117,950 of the sales proceeds against its
liability owing to the officer/shareholder. Even though the transaction
resulted in a loss of $23,036 to the Company, management believes the terms
were no less favorable to the Company than could be obtained from unaffiliated
parties.

     Except as disclosed in this item, in notes to the financial statements
or elsewhere in this report, the Company is not aware of any indebtedness or
other transaction in which the amount involved exceeds $60,000 between the
Company and any officer, director, nominee for director, or 5% or greater
beneficial owner of the Company or an immediate family member of such person;
nor any relationship in which a director or nominee for director of the
Company was also an officer, director, nominee for director, greater than 10%
equity owner, partner, or member of any firm or other entity which received
from or paid the Company, for property or services, amounts exceeding 5% of
the gross annual revenues or total assets of the Company or such other firm or
entity.

                               PART IV

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

     (A)  EXHIBITS to this report are all documents previously filed which
are incorporated herein as exhibits to this report by reference to
registration statements and other reports previously filed by the Company
pursuant to the Securities Act of 1933 and the Securities Exchange Act of
1934.

     (B)  REPORTS ON FORM 8-K have not been filed during the last quarter of
the fiscal year ended December 31, 2001.

<PAGE>

                              SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.


POWER MARKETING, INC.



By:     /s/ Lynn Dixon       Date:   July 19, 2002
     Lynn Dixon, President and Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer


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



By:      /s/ Lynn Dixon       Date:    July 19, 2002
     Lynn Dixon, President and Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer





<PAGE>

Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non Reporting Issuers

No annual report or proxy statement has been sent to security holders.

<PAGE>






                           POWER MARKETING, INC.
                       [A Development Stage Company]

                           FINANCIAL STATEMENTS

                             DECEMBER 31, 2001




<PAGE>




                           POWER MARKETING, INC.
                       [A Development Stage Company]




                                 CONTENTS

                                                          PAGE

        -  Independent Auditors' Report                      1


        -  Balance Sheet, December 31, 2001                  2


        -  Statements of Operations, for the years ended
             December 31, 2001 and 2000, and from
             inception on August 1, 1995 through
             December 31, 2001                               3


        -  Statement of Stockholders' Equity, from
             inception on August 1, 1995 through
             December 31, 2001                           4 - 5


        -  Statements of Cash Flows, for the years ended
             December 31, 2001 and 2000, and from
             inception on August 1, 1995 through
             December 31, 2001                           6 - 7


        -  Notes to Financial Statements                 8 - 11







<PAGE>









                  INDEPENDENT AUDITORS' REPORT



Board of Directors
POWER MARKETING, INC.
Salt Lake City, Utah

We   have  audited  the  accompanying  balance  sheet  of   Power
Marketing,  Inc.  [a development stage company] at  December  31,
2001,  and  the  related statements of operations,  stockholders'
equity  and cash flows for the years ended December 31, 2001  and
2000  and for the period from inception on August 1, 1995 through
December   31,   2001.   These  financial  statements   are   the
responsibility  of the Company's management.  Our  responsibility
is  to express an opinion on these financial statements based  on
our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  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.  We believe  that
our audits provide a reasonable basis for our opinion.

In  our  opinion, the financial statements audited by us  present
fairly, in all material respects, the financial position of Power
Marketing, Inc. as of December 31, 2001, and the results  of  its
operations  and its cash flows for the years ended  December  31,
2001 and 2000, and for the period from inception through December
31,  2001,  in  conformity  with  generally  accepted  accounting
principles.

The accompanying financial statements have been prepared assuming
the  Company will continue as a going concern.  As discussed Note
6  to  the financial statements, the Company has suffered  losses
since  inception and has not yet been successful in  establishing
profitable  operations,  raising  substantial  doubt  about   its
ability  to continue as a going concern.  Management's  plans  in
regards  to  these matters are also described  in  Note  6.   The
financial  statements do not include any adjustments  that  might
result from the outcome of these uncertainties.


/s/ PRITCHETT, SILER & HARDY, P.C.
PRITCHETT, SILER & HARDY, P.C.

January 16, 2002
Salt Lake City, UT


<PAGE>



                           POWER MARKETING, INC.
                       [A Development Stage Company]

                               BALANCE SHEET



                                  ASSETS

                                                       December 31,
                                                           2001
                                                      ____________
CURRENT ASSETS:
  Cash                                                $       281
  Investment, net held for sale                           130,535
                                                      ____________
        Total Current Assets                              130,816

                                                      ____________
                                                      $   130,816
                                                      ____________


                   LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Advances payable-related party                      $   117,950
  Accounts payable                                          1,010
                                                      ____________
          Total Current Liabilities                       118,960
                                                      ____________


STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value,
   500,000 shares authorized,
   no shares issued and outstanding                             -
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   1,250,000 shares issued and
   outstanding, respectively                                1,250
  Additional paid-in capital                               98,747
  Deficit accumulated during the
    development stage                                     (88,141)
                                                      ____________
        Total Stockholders' Equity                         11,856
                                                      ____________
                                                      $   130,816
                                                      ____________





 The accompanying notes are an integral part of this financial statement.


-2-
<PAGE>


                           POWER MARKETING, INC.
                       [A Development Stage Company]

                         STATEMENTS OF OPERATIONS

                                                  From Inception on
                                For the Year Ended  August 1, 1995
                                   December 31,        Through
                              ______________________  December 31,
                                  2001       2000         2001
                              __________  __________  ___________
REVENUE                       $        -  $        -  $         -

EXPENSES:
  General and administrative       8,426      26,850       45,973
  Impairment loss                 23,036           -       23,036
                              __________  __________  ___________
      Total Expenses              31,462      26,850       69,009
                              __________  __________  ___________

LOSS BEFORE OTHER INCOME
  (EXPENSE)                      (31,462)    (26,850)     (69,009)
                              __________  __________  ___________

OTHER INCOME (EXPENSE):
  Interest Expense                     -           -         (876)
  Interest Income                      -           -           44
                              __________  __________  ___________

  Total Other Income                   -           -         (832)
                              __________  __________  ___________
LOSS BEFORE INCOME TAXES         (31,462)    (26,850)     (69,841)

CURRENT TAX EXPENSE                    -           -            -

DEFERRED TAX EXPENSE                   -           -            -
                              __________  __________  ___________
(LOSS) FROM CONTINUING
   OPERATIONS                    (31,462)    (26,850)     (69,841)
                              __________  __________   __________
DISCONTINUED OPERATIONS:

  (Loss) from operations
    of discontinued hair
    product marketing
    operations                         -           -      (18,990)

  Gain on disposition of
    hair product marketing
    operations                         -           -          690
                              __________  __________  ___________
LOSS FROM DISCONTINUED
   OPERATIONS                          -           -      (18,300)
                              __________  __________  ___________
NET LOSS                      $  (31,462) $  (26,850) $   (88,141)
                              __________  __________  ___________

LOSS PER COMMON SHARE:
  Continuing operations       $     (.01) $     (.02) $      (.04)
  Discontinued operations            N/A         N/A         (.02)
                              __________  __________  ___________
  Loss Per Common Share       $     (.01) $     (.02) $      (.06)
                              __________  __________  ___________







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

-3-
<PAGE>



                           POWER MARKETING, INC.
                       [A Development Stage Company]

                     STATEMENT OF STOCKHOLDERS' EQUITY

               FROM THE DATE OF INCEPTION ON AUGUST 1, 1995

                         THROUGH DECEMBER 31, 2001

                                                                     Deficit
                                                                   Accumulated
                 Preferred Stock       Common Stock    Capital in   During the
               _______________________________________  Excess of  Development
                Shares    Amount     Shares    Amount   Par Value     Stage
               ________  ________  __________  _______  _________  ___________
BALANCE,
 August 1,
 1995                 -  $      -           -  $     -  $       -  $         -

Issuance of
 950,000 shares
 common stock
 for cash,
 September 15,
 1995 at $.03
 per share            -         -     950,000      950     27,550            -

Issuance of
 50,000 shares
 of common stock
 for cash,
 October 4,
 1995 at $.10
 per share,
 net of
 offering costs       -         -      50,000       50          -            -

Net loss for the
 period ended
 December 31,
 1995                 -         -           -        -          -      (23,780)
               ________  ________  __________  _______  _________  ___________
BALANCE,
 December 31,
 1995                 -         -   1,000,000    1,000     27,550      (23,780)

Net loss for
 the year ended
 December 31,
 1996                 -         -           -        -          -          (51)
               ________  ________  __________  _______  _________  ___________
BALANCE,
 December 31,
 1996                 -         -   1,000,000    1,000     27,550      (23,831)

Net loss for
 the year ended
 December 31,
 1997                 -         -           -        -          -       (2,168)
               ________  ________  __________  _______  _________  ___________
BALANCE,
 December 31,
 1997                 -         -   1,000,000    1,000     27,550      (25,999)

Net loss for
 the year ended
 December 31,
 1998                                                                   (1,348)
               ________  ________  __________  _______  _________  ___________
BALANCE,
 December 31,
 1998                 -         -   1,000,000    1,000     27,550      (27,347)

Issuance of
 250,000 shares
 of common
 stock for
 cash at .20
 per share            -         -     250,000      250     49,750            -

Net loss for
 the year ended
 December 31,
 1999                                                                   (2,482)
               ________  ________  __________  _______  _________  ___________
BALANCE,
 December 31,
 1999                 -         -   1,250,000    1,250     77,300      (29,829)

Forgiveness of
 debt accounted
 for as a
 contribution
 to capital           -         -           -        -     21,447            -

Net loss for
 the year ended
 December 31,
 2000                 -         -           -        -          -      (26,850)
               ________  ________  __________  _______  _________  ___________
BALANCE,
 December 31,
 2000                 -         -   1,250,000   12,500     98,747      (56,679)


-4-
<PAGE>

                                (Continued)
                           POWER MARKETING, INC.
                       [A Development Stage Company]

                     STATEMENT OF STOCKHOLDERS' EQUITY

               FROM THE DATE OF INCEPTION ON AUGUST 1, 1995

                         THROUGH DECEMBER 31, 2001

                                (Continued)


                                                                     Deficit
                                                                   Accumulated
                Preferred Stock       Common Stock     Capital in   During the
               __________________  ___________________  Excess of  Development
                Shares    Amount     Shares    Amount   Par Value     Stage
               ________  ________  __________  _______  _________  ___________
Net loss for
 the year ended
 December 31,
 2001                 -         -           -        -          -      (31,462)
               ________  ________  __________  _______  _________  ___________
BALANCE,
 December 31,
 2001                 -  $      -   1,250,000  $12,500  $  98,747  $   (88,141)
               ________  ________  __________  _______  _________  ___________








 The accompanying notes are an integral part of this financial statement.


-5-
<PAGE>


                           POWER MARKETING, INC.
                       [A Development Stage Company]

                         STATEMENTS OF CASH FLOWS

                                                                   From
                                                               Inception on
                                          For the Year Ended  August 1, 1995
                                              December 31,       Through
                                        ______________________ December 31,
                                           2001        2000        2001
                                        __________  __________  __________
Cash Flows from Operating Activities:
 Net loss                               $  (31,462) $  (26,850) $  (88,141)
 Adjustments to reconcile net (loss) to
   net cash used by operations:
  Amortization                                   -           -         500
  Impairment loss                           23,036           -      23,036
  Changes in assets and liabilities:
   Increase (decrease) in
     accounts payable                          (10)      1,020       1,010
   Increase in accrued
     interest-related party                      -       4,741       5,617
                                        __________  __________  __________
        Net Cash Provided (Used) by
          Operating Activities              (8,436)    (21,089)    (57,978)
                                        __________  __________  __________
Cash Flows from Investing Activities:
 Organization costs                              -           -        (500)
 Purchase of investment                          -           -    (153,571)
                                        __________  __________  __________
        Net Cash Provided (Used) by
          Investing Activities                   -           -    (154,071)
                                        __________  __________  __________
Cash Flows from Financing Activities:
 Proceeds from sale of common stock              -           -      83,500
 Payment of stock offering costs                 -           -      (4,950)
 Proceeds from note payable - related
   party                                         -           -     115,830
 Payment on note payable - related
   party                                         -    (100,000)   (100,000)
 Advances from related party                 7,450    110,0000     117,950
                                        __________  __________  __________
        Net Cash Provided by Financing
          Activities                         7,450      10,000     212,330
                                        __________  __________  __________
Net Increase (Decrease) in Cash               (986)    (11,089)        281

Cash at Beginning of Period                  1,267      12,356           -
                                        __________  __________  __________
Cash at End of Period                   $      281  $    1,267  $      281
                                        __________  __________  __________



-6-
<PAGE>


                                (Continued)
                           POWER MARKETING, INC.
                       [A Development Stage Company]

                         STATEMENTS OF CASH FLOWS
                                                                  From
                                                              Inception on
                                         For the Year Ended  August 1, 1995
                                             December 31,       Through
                                         ___________________  December 31,
                                            2001      2000        2001
                                         _________  ________  ____________

Supplemental Disclosures of Cash Flow information:
 Cash paid during the period for:
   Interest                              $       -  $      -  $         -
   Income taxes                          $       -  $      -  $         -

Supplemental Schedule of Non-Cash Investing and Financing Activities:

 For the Year Ended December 31, 2001:

  None

 For the Year Ended December 31, 2000:

  The Company settled a debt consisting of a note and accrued interest
  payable of $121,466 for $100,000.  Because of the related party nature of
  the note, the gain on settlement was accounted for as a contribution to
  capital.








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



-7-
<PAGE>




                           POWER MARKETING, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  - The Company was organized under the laws of the  State  of
  Delaware on August 1, 1995.  The Company is considered a development stage
  company as defined in SFAS No. 7.  The Company was formed to engage in the
  business  of  television  marketing of hair products.   During  1996,  the
  Company  discontinued  the  marketing of hair products  and  is  currently
  considering   other   business   opportunities   or   potential   business
  acquisitions.   During  1999,  the  Company  purchased  champagne  as   an
  investment, but is still seeking other potential business ventures.

  (Loss)  Per  Common Share - The computation of loss per  common  share  is
  based  on  the  weighted average number of shares outstanding  during  the
  period presented. [See Note 7]

  Cash and Cash Equivalents - For purposes of the financial statements,  the
  Company  considers  all highly liquid debt investments  purchased  with  a
  maturity of three months or less to be cash equivalents.

  Investment - Investments in wine and champagne are carried at the lower of
  cost or market value.  The Company periodically reviews the carrying value
  of its investments for realization

  Accounting  Estimates  -  The  preparation  of  financial  statements   in
  conformity   with   generally  accepted  accounting  principles   requires
  management  to  make  estimates and assumptions that effect  the  reported
  amounts  of  assets and liabilities, the disclosures of contingent  assets
  and  liabilities at the date of the financial statements, and the reported
  amounts  of  revenues  and expenses during the reporting  period.   Actual
  results could differ from those estimated by management.

  Statement of Cash Flows - For purposes of the statement of cash flows, the
  Company  considers  all highly liquid debt investments  purchased  with  a
  maturity of three months or less to be cash equivalents.

  Recently  Enacted Accounting Standards - Statement of Financial Accounting
  Standards  ("SFAS")  No.  141,  "Business  Combinations",  SFAS  No.  142,
  "Goodwill  and  Other  Intangible Assets", SFAS No. 143,  "Accounting  for
  Asset  Retirement  Obligations", and SFAS No.  144,  "Accounting  for  the
  Impairment or Disposal of Long-Lived Assets", were recently issued.   SFAS
  No. 141, 142, 143 and 144 have no current applicability to the Company  or
  their effect on the financial statements would not have been significant.

NOTE 2 - CAPITAL STOCK

  Preferred  Stock - The Company has authorized 500,000 shares of  preferred
  stock, $.001 per value, with such rights, preferences and designations and
  to  be issued in such series as determined by the Board of Directors.   No
  shares are issued and outstanding at December 31, 2001.


-8-
<PAGE>



                           POWER MARKETING, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CAPITAL STOCK [CONTINUED]

  Common   Stock   -  During  September,  1995,  in  connection   with   its
  organization,  the  Company  issued  950,000  shares  of  its   previously
  authorized,  but unissued common stock.  Total proceeds from the  sale  of
  stock amounted to $28,500 (or $.03 per share).  During October, 1995,  the
  Company made a public offering of 50,000 of its previously authorized  but
  unissued  common  stock.  Total proceeds from the  public  sale  of  stock
  amounted  to  $5,000.  Direct offering costs offset against  the  proceeds
  were $4,950.

  During  December 1999, the Company issued 250,000 shares of its previously
  authorized  but unissued common stock.  Total proceeds from  the  sale  of
  stock amounted to $50,000 (or $.20 per share)

  Warrant Distribution - The Company completed a distribution of warrants to
  purchase  1,250,000 shares of common stock.  The warrants are  exercisable
  at  $1.00  per  share,  on  or before June 30, 2002.   The  warrants  were
  distributed  as a dividend on the common stock to all the shareholders  of
  record.

NOTE 3 - INVESTMENT

  During November 1999 the Company acquired champagne from an entity that at
  the  time  was  related to a significant shareholder of the Company.   The
  champagne was acquired for $115,830 which was the carryover cost basis  of
  the related entity.  A note payable in the amount of $115,830 was given as
  consideration for the champagne.

  During December 1999 the Company paid cash of $37,741 to purchase wine  as
  an investment.  The wine was purchased from an unrelated entity.

  Subsequent  to  December  31, 2001, the Company  sold  its  investment  in
  champagne  and  wine  to a related party for $130,535.   The  Company  has
  recorded  $23,036 as an impairment loss as of December 31, 2001  which  is
  equal to the amount of loss on the subsequent sale of the investment. [See
  Note 8]

NOTE 4 - INCOME TAXES

  The  Company  accounts for income taxes in accordance  with  Statement  of
  Financial  Accounting  Standards No. 109 "Accounting  for  Income  Taxes".
  FASB   109   requires  the  Company  to  provide  a   net   deferred   tax
  asset/liability  equal  to  the  expected future  tax  benefit/expense  of
  temporary  reporting differences between book and tax  accounting  methods
  and any available operating loss or tax credit carryforwards.

  The  Company  has  available at December 31, 2001, unused  operating  loss
  carryforwards of approximately $63,300 which may be applied against future
  taxable  income and which expire in various years from 2010 through  2020.
  The  amount of and ultimate realization of the benefits from the operating
  loss carryforwards for income tax purposes is dependent, in part, upon the
  tax  laws in effect, the future earnings of the Company, and other  future
  events,  the  effects  of  which cannot be  determined.   Because  of  the
  uncertainty  surrounding  the realization of the  loss  carryforwards  the
  Company has established a valuation allowance equal to the amount  of  the
  loss  carryforwards  and,  therefore,  no  deferred  tax  asset  has  been
  recognized  for the loss carryforwards.  The net deferred tax  assets  are
  approximately $9,500 as of December 31, 2001, with an offsetting valuation
  allowance  of  the  same  amount resulting in a change  in  the  valuation
  allowance  of  approximately $(9,700) and $9,300  during  the  year  ended
  December 31, 2001 and 2000, respectively.



-9-
<PAGE>



                           POWER MARKETING, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 5 - RELATED PARTY TRANSACTIONS

  Management  Compensation - Officers and directors  have  not  devoted  any
  significant time to the Company's operations nor has the Company paid  any
  compensation to its officers and directors.

  Office  Space - The Company has not had a need to rent office  space.   An
  officer/shareholder  of the Company is allowing the  Company  to  use  his
  office  as  a  mailing  address for the Company. The  cost  is  considered
  nominal and has not been expensed by the Company.

  Shareholder  Advance - A shareholder and officer of the Company  has  made
  advances to the Company totaling $7,450 and $110,000 during 2001 and 2000,
  respectively.  These advances were used to pay for notes payable and other
  Company expenses.

  Sale  of  Investments - Subsequent to December 31, 2001, the Company  sold
  its investments in champagne and wine to a related party.  [See Note 8]

NOTE 6 - GOING CONCERN

  The  Company  was formed with a very specific business plan.  The  Company
  expended  virtually all of its working capital in a relatively short  time
  period   and  was  not  successful  in  establishing  on-going  profitable
  operations.  Consequently,  the  Company discontinued  its  operations  of
  engaging  in television marketing.  The Company currently has no  on-going
  operations.

  The  accompanying  financial statements have been prepared  in  conformity
  with   generally   accepted  accounting  principles,   which   contemplate
  continuation of the Company as a going concern.  However, the Company  has
  incurred losses since inception, has expended most of its working  capital
  and  has  not  yet been successful in establishing profitable  operations.
  These factors raise substantial doubt about the ability of the Company  to
  continue  as a going concern.  In this regard, management is proposing  to
  raise  additional funds through loans, or through additional sales of  its
  common stock or through the acquisition of other companies.  There  is  no
  assurance  that the Company will be successful in raising this  additional
  capital.


-10-
<PAGE>



                           POWER MARKETING, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 7 - EARNINGS PER SHARE

  The  following data shows the amounts used in computing loss per share for
  the periods presented.

                                             For the      From Inception
                                            Year Ended      on August 1,
                                            December 31,   1995 Through
                                       _____________________December 31,
                                          2001        2000      2001
                                       __________  _________  _________
    Loss from continuing operations
    available to common shareholders
    (numerator)                        $   (8,426) $ (26,850) $ (46,805)
                                       __________  _________  _________
    Loss from discontinued operations
    (numerator)                        $        -  $       -  $ (18,300)
                                       __________  _________  _________
    Weighted average number of
    common shares outstanding used
    in loss per share calculation for
    the period (denominator)            1,250,000  1,250,000  1,079,053
                                       __________  _________  _________

  Dilutive  loss per share was not presented, as the Company had  no  common
  stock  equivalent  shares for all period presented that would  affect  the
  computation of diluted loss per share.

  The Company has 1,250,000 warrants outstanding at December 31, 2001, which
  were not used in the calculation of loss per share as their effect is anti-
  dilutive.

NOTE 8 - SUBSEQUENT EVENTS

  In January 2002, the Company sold its investments in champagne and wine to
  an  officer/shareholder of the Company. The Company sold its  investments,
  which  had a carrying value of $153,571, for $130,535 resulting in a  loss
  of  $23,036. The Company offset $117,950 of the sales proceeds against its
  liability owing to the officer/shareholder.

-11-
<PAGE>