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

                                   FORM 10K-SB
(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2002

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO _________

                          COMMISSION FILE NO.: 0-30875


                            MILL CREEK RESEARCH, INC.
                            ------------------------
                     (Name of small business in its charter)

                       Utah                                   87-0633677
     (State or jurisdiction of incorporation                I.R.S. Employer
                 or organization)                         Identification No.)

         481 N. Sernado St., Orange, California              92869
         ---------------------------------------             -----
         (Address of principal executive offices)         (Zip Code)

        Registrant's telephone number: (714) 633-8083 fax: (603)375-6582
                                       ---------------------------------

        Securities registered pursuant to Section 12(b) of the Act: None

    Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                                $0.001 Par Value

     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  Registrant was required to file
such reports),  and (2) been subject to such filing requirements for the past 90
days. Yes X No

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

     State issuer's revenues for the most recent fiscal year: $0

     The number of shares  outstanding  of the Company's  $.001 Par Value Common
Stock, as of June 30, 2002 were 1,000,000. The aggregate number of shares of the
voting stock held by non-affiliates on June 30, 2002 was 0. The Company's common
is not traded on any exchange or other trading medium.

                   DOCUMENTS INCORPORATED BY REFERENCE: None.

         As of June 30, 2002, the Registrant had 1,000,000 shares of common
stock issued and outstanding.

   Transitional Small Business Disclosure Format (check one): Yes      No   X
                                                                 -----    -----



<PAGE>

PART I.

Item 1. Description of Business.

Mill Creek Research, Inc. (the Company) is a Utah corporation formed on June 3,
1999. Its principal place of business is located at 481 N. Sernado St., Orange,
California 92869. The Company was organized to engage in any lawful corporate
business, including but not limited to, participating in mergers with and
acquisitions of other companies and/or businesses. The Company has been a
developmental stage since inception and has no operating history other than
organizational matters.

The Company was incorporated by Mr. James Barber. He no longer holds any
position with the Company, and holds none of the Company's outstanding common
stock. The Company has never had any operations. On June 22, 1999, founder's
shares of the Company's common stock were issued to Rita Thomas, the Company's
sole officer and director. The shareholder has held her stock since that time.
The primary activity of the Company currently involves seeking a business or
businesses that it can acquire or with whom it can merge.

The Company has not selected any specific business or entity as an acquisition
target or merger partner. The Company does not intend to limit potential
candidates to any particular field or industry, but does retain the right to
limit candidates, if it so chooses, to a particular field or industry.

Item 2.     Description of Property.

         None.

Item 3.      Legal Proceedings.

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

Item 4.   Submission of Matters to a Vote of Security Holders.

         None.

Part II

Item 5.  Market Price for Common Equity and Related Stockholder Matters.

(a)  Market Information.

         The Shares have not previously been traded on any securities exchange.
There is no common stock of the Company that is subject to outstanding options
or warrants to purchase, or securities convertible into that stock. There are
1,000,000 common shares of the Company outstanding at June 30, 2002.



<PAGE>

(b) Holders of Common Equity.

     As of June 30, 2002, there was one shareholder of record of the Company's
common stock.

(c)  Dividends.

     The Board of Directors presently intends to retain any earnings to finance
the Company's operations and does not expect to authorize cash dividends in the
foreseeable future. Any payment of cash dividends in the future will depend upon
the Company's earnings, capital requirements and other factors.

Item 6.  Management's Discussion and Analysis or Plan of Operations.

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

Initial Operation.

     The Company has been engaged in organizational activities since it was
incorporated on June 3, 1999.

     The Company has no present intentions of making significant purchases of
equipment in the next twelve months.

Liquidity and Capital Resources.

     For the year ended June 30, 2002, the Company continued as a development
stage company. The Company continues to incur limited development expenses, is
deriving no revenues and has experienced an ongoing deficit in working capital.
The Company's continued existence is dependent on its ability to obtain
additional financing to proceed with its proposed plan of operations.

Capital Expenditures.

     No material capital expenditures were made during the year ended June 30,
2002.

Item 7.  Financial Statements.




<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors
Mill Creek Research, Inc.
Irvine, CA 92606

I have audited the accompanying balance sheet of Mill Creek Research, Inc. (a
development stage company), as of June 30, 2002, and the related statements of
operations, stockholders' equity and cash flows for the period from inception
(June 3, 1999) to June 30, 2002. 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 in accordance with
standards established by the American Institute of Certified Public Accountants.

I conducted my 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 Mill Creek Research, Inc. as of
June 30, 2002, and the results of its operations and its cash flows for the
period from inception (June 3, 1999) to June 30, 2002 in conformity with
generally accepted accounting principles.

Banker & Co.

/s/Jitendra Shantikumar Banker
------------------------------
Jitendra Shantikumar Banker, C.P.A.

(License No. 01696129)
Certified Public Accountant
Costa Mesa, California

March 17, 2003

<PAGE>

                            MILL CREEK RESEARCH, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                  June 30, 2002


                                                   June 30, 2002   June 30, 2001
                                                   -------------   -------------
ASSETS
CURRENT ASSETS:
Cash                                                  $     0        $     0
Accounts Receivable                                   $     0        $     0
TOTAL CURRENT ASSETS                                  $     0        $     0
                                                      -------        -------
ORGANIZATIONAL COSTS, NET                             $     0        $     0
                                                      -------        -------

TOTAL ASSETS                                          $     0        $     0
                                                      =======        =======

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable                                      $   100        $   100
TOTAL CURRENT LIABILITIES                             $     0        $     0
LONG-TERM DEBT                                        $     0        $     0
TOTAL LIABILITIES                                     $     0        $     0
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value
authorized 100,000,000 shares issued and
outstanding at June 30, 2000,
1,000,000 shares                                         --          $ 1,000
June 30, 2001, 1,000,000 shares                       $ 1,000           --

Stock Subscription Receivable                         $  (900)       $  (900)
Additional paid in Capital                            $     0        $     0
Deficit Accumulated During Development Stage          $  (200)       $  (200)
                                                      -------        -------

TOTAL STOCKHOLDERS' EQUITY                            $  (100)       $  (100)
                                                      -------        -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $     0        $     0
                                                      =======        =======

          See accompanying notes to financial statements & audit report


<PAGE>
<TABLE>
<CAPTION>


                                  MILL CREEK RESEARCH, INC.
                                (A Development Stage Company)
                                   STATEMENT OF OPERATIONS
                                        June 30, 2002


                                                                               Inception
                                                                           (June 3, 1999) to
                                           June 30, 2002    June 30, 2001    June 30, 2002
<S>                                        <C>              <C>             <C>
INCOME:
Revenue                                     $         0      $         0      $         0
TOTAL INCOME                                $         0      $         0      $         0

EXPENSES:
General, and Administrative                 $         0      $         0      $       200
Amortization                                                                  $         0
Total Expenses                              $         0      $         0      $       200
Net Profit/Loss(-) From Operations          $         0      $         0      $      (200)
Interest Income                                                               $         0
INCOME (LOSS) BEFORE INCOME TAXES           $         0      $         0      $      (200)
Provision for income tax                                                      $         0
NET INCOME (LOSS)                           $         0      $         0      $      (200)
                                                                              ===========

NET INCOME (LOSS)                           $    (0.001)     $    (0.001)     $    (0.001)
PER SHARE-BASIC AND DILUTED
AVERAGE NUMBER OF SHARES OF COMMON STOCK      1,000,000        1,000,000        1,000,000
OUTSTANDING

                See accompanying notes to financial statements & audit report
</TABLE>

<TABLE>
<CAPTION>


                                              MILL CREEK RESEARCH, INC.
                                            (A Development Stage Company)
                                          STATEMENT OF STOCKHOLDERS' EQUITY
                                                    June 30, 2002


                                                                                                      (Deficit)
                                                                                    Additional      Accumulated
                                             Common       Stock       Paid-in      Subscription        During
                                             Shares       Amount      Capital       Receivable    Development Stage
<S>                                         <C>          <C>          <C>           <C>             <C>
Issued for cash and organizational
costs June 3, 1999 (Inception)
                                            1,000,000     $1,000     $        0      $     (900)           --

Net Income June 3, 1999 (inception) to
June 30, 1999                                    --         --             --              --        $     (200)

Balance June 30, 1999                       1,000,000      $1000     $        0      $     (900)     $     (200)
                                           ==========     ======     ==========      ==========      ==========

Net Income (Loss) to June 30, 2000               --         --             --              --        $        0

Balance June 30, 2000                       1,000,000      $1000     $        0      $     (900)     $     (200)
                                           ==========     ======     ==========      ==========      ==========

Net Income (Loss) to June 30, 2001
                                                 --         --             --              --        $        0
Balance June 30, 2001                       1,000,000      $1000     $        0      $     (900)     $     (200)
                                           ==========     ======     ==========      ==========      ==========

Net Income (Loss) to June 30, 2002
                                                 --         --             --              --        $        0
Balance June 30, 2002                       1,000,000      $1000     $        0      $     (900)     $     (200)
                                           ==========     ======     ==========      ==========      ==========


                            See accompanying notes to financial statements & audit report
</TABLE>
<PAGE>


                            MILL CREEK RESEARCH, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                  June 30, 2002

                                                                  From Inception
                                                                   June 3, 1999
                                            June 30,     June 30,   to June 30,
                                              2002        2001         2002
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                             $   0       $   0       $(200)
Changes in Operating Assets & Liabilities:
     Common Stock issued for stock             --          --         $ 900
       receivable
     Decrease(increase) in subscription        --          --         $(900)
       receivable                                                      -----
     Increase (decrease) in accounts           --          --         $ 100
       payable                                                         -----

Net Cash (Used) In Operating Activities       $   0       $   0       $(100)
                                                                       -----

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of organizational costs

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash              --          --         $ 100
                                                                      -----


Net Increase (Decrease) in Cash               $   0       $   0       $   0

Cash, Beginning Period                        $   0       $   0       $   0
                                                                      =====

Cash, Ending Period                           $   0       $   0       $   0
                                                                      =====

          See accompanying notes to financial statements & audit report


<PAGE>


                            MILL CREEK RESEARCH, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2002
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY.

Mill Creek Research, Inc. was incorporated on June 3, 1999 under the laws of the
State of Utah. Mill Creek Research, Inc. was organized to engage in any lawful
activity. Mill Creek Research, Inc. currently has no operations and, in
accordance with SFAS #7, is considered a development stage company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Accounting Method.

Mill Creek Research, Inc. records income and expenses on the accrual method.

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.


Organizational Costs.

Organizational costs are stated at cost and have been expensed as incurred.

Income Taxes.

Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109, (SFAS
#109), "Accounting for Income Taxes". A deferred tax asset or liability is
recorded for all temporary difference between financial and tax reporting.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
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. Diluted
loss per share reflects per share amounts that would have resulted if dilutive
common stock equivalents had been converted to common stock. As of June 30,
2002, Mill Creek Research, Inc. had no dilutive common stock equivalents such as
stock options.


<PAGE>


NOTE 3- INCOME TAXES.

There is no provision for income taxes for the period ended June 3, 1999
(inception) to June 30, 2002 due to the zero net income.


NOTE 4- SHAREHOLDERS' EQUITY.

Common Stock.

The authorized common stock of Mill Creek Research, Inc. consists of 100,000,000
shares with a par value of $0.001 per share.


Preferred Stock.

The authorized Preferred Stock of Mill Creek Research, Inc. consists of
40,000,000 shares with a par value of $0.001 per share.

NOTE 5 - RELATED PARTY TRANSACTIONS.

Mill Creek Research, Inc. neither owns nor leases any real or personal property.
Office services are provided without charge by the director of this company.
Such costs are immaterial to the financial statements and accordingly have not
been reflected therein. The one director of Mill Creek Research, Inc. is
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 Mill Creek
Research, Inc. and the other business interests. Mill Creek Research, Inc. has
not formulated a policy for the resolution of such conflicts.

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.

         (a) Effective on March 17, 2003, the independent accountant who was
previously engaged as the principal accountant to audit the Registrant's
financial statements, Kurt D. Saliger, C.P.A., resigned. This accountant's
reports on the financial statements for the past two years neither contained an
adverse opinion or a disclaimer of opinion, nor was qualified or modified as to
uncertainty, audit scope, or accounting principles.

         During the Registrant's two most recent fiscal years and any subsequent
interim period preceding such resignation, there were no disagreements with the
former accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. In addition, there were no
"reportable events" as described in Item 304(a)(1)(iv)(b) 1 through 3 of
Regulation S-B that occurred within the Registrant's two most recent fiscal
years and the subsequent interim period preceding the former accountant's
dismissal.

         (b) Effective on March 18, 2003, the firm of Banker & Co. was engaged
to serve as the new principal accountant to audit the Registrant's financial
statements. The decision to retain the hew firm was approved by the Board of
Directors. During the Registrant's two most recent fiscal years, and the
subsequent interim period prior to engaging that accountant, neither the
Registrant (nor someone on its behalf) consulted the newly engaged accountant
regarding any matter.



<PAGE>

Part III.

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

Identification of Directors and Executive Officers of the Company.

The following table sets forth the names and ages of all directors and executive
officers of the Company and all persons nominated or chosen to become a
director, indicating all positions and offices with the Company held by each
such person and the period during which he has served as a director:

The principal executive officers and directors of the Company are as follows:


Name                    Position                  Term(s) of Office
----                    --------                  -----------------

Rita Thomas             President, Director       June 3, 1999 to
                                                       Present


Business Experience.

The following is a brief account of the business experience during at the least
the last five years of the director and executive officer, indicating his
principal occupation and employment during that period, and the names and
principal businesses of the organizations in which such occupations and
employment were carried out.

RITA THOMAS

Rita Thomas, age 58, is president of Thomas & Associates, a paralegal service
firm in Orange, California. From 1990 to present Ms. Thomas has provided legal
support services including document and information research, teaching and
litigation staff support for various legal firms. From 1985 to April, 1990, Ms.
Thomas owned and operated Select Care Products, Inc., a company offering
individual distributorship programs for pet care products. Ms. Thomas has been a
financial consultant and an independent Life and Health Insurance Agent and
Broker between 1986 and present. Between 1961 and 1989, Ms. Thomas has taught in
public school and private school from kindergarten through university level in
Louisiana, Virginia, Texas, Pennsylvania, Colorado, and California. Ms. Thomas
was Director of Paralegal Studies, Orange Coast College, California from 1989 to
1991 where she was involved in administration of student and teacher activities
and counseling of legal studies and teaching in legal and computer classes.
Between 1965 and 1967, Ms. Thomas received her degrees in BA Education and MEd.
from McNeese State University, Lake Charles, Louisiana where she was Director of
Childcare Center. Ms. Thomas is the President and Director of Regency Capital
West, Inc. and OTC Dreamwerks, Inc., both reporting public companies. Ms. Thomas
received her juris doctorate degree in 1985 from Western State University,
Fullerton, California.




<PAGE>

Section 16(a) Compliance.

During the year ended June 30, 2002, the following persons were officers,
directors and more than ten-percent shareholders of the
Company's common stock:

Name                                Position                   Filed Reports
--------------------------------------------------------------------------------
Rita Thomas                         1,000,000                      Yes

All Executive Officers              1,000,000                      Yes
and Directors & Affiliates

1.   The address of the shareholder is c/o Mill Creek Research, Inc.


Item 10.  Executive Compensation.

No officer or director of the Company presently receives any remuneration. There
is no annuity, profit sharing, pension or retirement benefits proposed to be
paid to officers, directors, or employees of the Company in the event of
retirement at normal retirement date as there is no existing plan provided or
contributed to by the Company. No stock options are proposed to be paid in the
future directly or indirectly by the Company to any officer or director as there
is no such plan which presently exists.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth information regarding the beneficial ownership of
shares of the Company's common stock as of June 30, 2001 by all stockholders
known to each company to be beneficial owners of more than 5% of the outstanding
common stock; each director; and all officers and directors of the Company as a
group (each person has sole voting power and sole dispositive power as to all of
the shares shown as beneficially owned by them):


                                    NUMBER OF SHARES
BENEFICIAL OWNER                    BENEFICIALLY OWNED        PERCENTAGE
-----------------                   ------------------        -----------

Rita Thomas                             1,000,000                100%
                                      -----------               ------


All Executive Officers                  1,000,000                100%
and Directors & Affiliates
As a group

Item 12.   Certain Relationships and Related Transactions.

In June, 1999, the Company issued 1,000,000 of its common stock to its sole
Director and President, Ms. Thomas in exchange for the organizational services
rendered to the company by her.





<PAGE>

Item 13.  Exhibits and Reports on Form 8-K.

(1)      Reports filed on Form 8-K.

         None.


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

March 18, 2003                              MILL CREEK RESEARCH, INC.

                                            /s/ Rita Thomas
                                            ----------------------------
                                            Rita Thomas, President, COB


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Mill Creek Research, Inc. (the
"Registrant") on Form 10K-SB for the period ending June 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Rita Thomas, Chairman of the Board of Directors, President, and Chief Executive
Officer of the Registrant, certify, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, that:

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


<PAGE>

     6.   I have indicated in this quarterly report whether or not there were
          significant changes in internal controls or in other factors that
          could significantly affect internal controls subsequent to the date of
          our most recent evaluation, including any corrective actions with
          regard to significant deficiencies and material weaknesses.

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

           March 18, 2003              /s/Rita Thomas
                                       --------------------
                                       Rita Thomas, Chief Executive Officer