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 DECEMBER 31,2003
                                       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.)


     1007 N. Cactus Trail, Seymour, Texas                   76380
     ------------------------------------                   -----
   (Address of principal executive offices)               (Zip Code)

     481 N. Seranada St., Orange, California                92869
     ----------------------------------------               -----
   (Previous address of principal executive offices)      (Zip Code)

        Registrant's telephone number: (877) 554-5222 fax: (940) 888-1060
                                       ----------------------------------

        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: $200

     The number of shares outstanding of the Company's $.001 Par Value Common
Stock, as of December 31, 2003 was 2,575,000. The Company's common stock is not
traded on any exchange or other trading medium.

                   DOCUMENTS INCORPORATED BY REFERENCE: None.

     As of December 31, 2003, the Registrant had 2,750,000 shares of common
stock issued and outstanding.

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

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. Seranada 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.


<PAGE>


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.  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.  On April 18,
2003,  Ms. Rita Thomas sold her 1,000,000  shares,  to Stevens & Lee  Investment
Co.,  Inc. Ms. Rita Thomas  retained her  positions as Director,  President  and
Secretary of the  corporation.  The Company  approved $900 credit to Rita Thomas
for services to the company against the $900 stock subscription debt owed by Ms.
Thomas.

On June  18,  2003,  the  Corporation  entered  into an  agreement  with  Gemini
Pharmaceuticals  Corporation  for the sale of the  CD-ROM  entitled  "Drugs  and
Death,  Profiles  in Illegal  Drug Abuse" and the  Corporation  opened a website
(www.millcreekresearch.com)  for the purpose of selling this CD. In August,  the
Company issued 1,575,000 common shares at par value for services rendered to the
Company.

On July 29, 2003,  the Company  entered into an agreement  with Safe  Solutions,
Inc., a Texas corporation  engaged in the manufacturer skin products  containing
prickly pear cactus juice.  Safe Solutions  agreed to exchange  2,729,239 common
shares, which represents all of its outstanding shares of common stock, with the
par value of $0.0001, to procure 2,729,239 shares of common stock of Mill Creek,
which represents 51.45% of the issued,  and outstanding stock of Mill Creek. For
federal  income  tax  purposes,   the  Exchange  is  intended  to  constitute  a
reorganization  within the  meaning of Section  368(a) of the  Internal  Revenue
Code. The exchange  agreement was subject to the approval of the shareholders of
both companies. On September 24, 2003, the shareholders of Safe Solutions,  Inc.
approved the exchange agreement with the Company. The Company proceeded with the
audit  of  Safe   Solutions,   Inc.  and  filing  its  Form  8-K  regarding  the
reorganization  on June 23, 2004. The Company issued the 2,729,239 common shares
to the  shareholders  of Safe  Solutions,  Inc.,  on April 13, 2004. On June 25,
2004,  the Board of Directors  approved the change of the Company's  fiscal year
from June 30th to December 31 and  changing  the  corporate  offices to those of
Safe Solutions, Inc., in Seymour, Texas.

Item 2.  Description of Property.

     The  Company is  leasing  its  manufacturing  facilities  from the  Seymour
Development  Corporation  for $1500 per  month,  for a five year  term,  with an
option to buy.

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.

     At a shareholder meeting on April 18, 2003, the new shareholder,  Stevens &
Lee Investment Co., elected Rita Thomas as Director of the Company.  On July 11,
2003, the shareholders  elected Thad Morris, Rita Thomas, and Tony Crews are new
directors of the  Company.  On August 15, 2003,  the  shareholders  approved the
"Agreement and Plan of  Reorganization"  with Safe Solutions,  Inc. On September
24,  2003,  the  shareholders  of Safe  Solutions,  Inc.  voted to  approve  the
Agreement and Plan of Reorganization with Mill Creek Research,  Inc. The Company
issued the 2,729,239  common shares to the 113  shareholders  of Safe Solutions,
Inc., in exchange for their shares, on a one for one basis, on April 13, 2004.

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
securities convertible into that stock. There are 2,575,000 common shares of the
Company  outstanding  at December 31,  2003.  The Company  issued the  2,729,239
common shares to the 113  shareholders of Safe Solutions,  Inc., in exchange for
their  shares,  on a one for one basis,  on April 13,  2004.  There is currently
outstanding  20 warrants  to purchase  880,800  shares of the  Company's  Common
Stock, at prices ranging from $0.30 to $1.00 per share.



<PAGE>



(b) Holders of Common Equity.

     On April 18, 2003, Ms. Rita Thomas sold her 1,000,000 shares,  representing
100% of the  total  outstanding  shares  of the  corporation  to  Stevens  & Lee
Investment  Co.,  Inc.  Ms. Rita Thomas  retained  her  positions  as  Director,
President and Secretary of the corporation.  As of December 31, 2003, there were
four shareholder of record of the Company's common stock. The Company issued the
2,729,239  common shares to the 113  shareholders  of Safe  Solutions,  Inc., in
exchange for their shares, on a one for one basis, on April 13, 2004.

(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.

Operations

The  Company  has  been  engaged  in  organizational  activities  since  it  was
incorporated  on June 3, 1999.  From June 3, 1999 to June,  2003, Mill Creek has
only been in the  organizational  phase.  On June 18, 2003, the Company issued a
statement  regarding  its new  website  to sell the CD-ROM  entitled  "Drugs and
Death,  Profiles of Illegal Drug  Abuse." The Company is presently  selling this
multimedia  CD-ROM on its  website  www.millcreekresearch.com.  Over the next 12
months,  Mill Creek intends to concentrate its efforts into further  development
and  enhancement of its website  (www.millcreekresearch.com)  and provide credit
card payment solutions.

On  July  29,  2003,  the  Company   entered  into  an  Agreement  and  Plan  of
Reorganization  to acquire Safe  Solutions,  Inc.  ("Safe  Solutions"),  a Texas
Corporation.  This agreement  provided for the Company to issue 2,729,239 shares
of its common  stock to the  shareholders  of Safe  Solutions  and  reserve  for
issuance  880,000  shares of its common stock for issuance upon exercise of Safe
Solutions'  outstanding  warrants,  which will be  converted  into  warrants  to
purchase the Company's  common stock,  upon the same terms and conditions of the
outstanding  Safe  Solutions  warrants.  Safe  Solutions  is in the  business of
manufacturing  various skin care and pet care products  utilizing  extracts from
the prickly pear cactus, all with insect  rebuffing/repellent  properties.  Safe
Solutions  intends to  concentrate  its efforts  into  further  development  and
enhancement  of its  website  (www.CactusJuicetm.com)  and  provide  credit card
payment  solutions.  These  changes  will  include  additional  information  and
articles of interest to consumers.  Safe  Solutions will be operated as a wholly
owned  subsidiary of Mill Creek Research,  Inc. The Company issued the 2,729,239
common shares to the 113  shareholders of Safe Solutions,  Inc., in exchange for
their shares, on a one for one basis, on April 13, 2004.

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

Liquidity and Capital Resources.

For the year ended  December 31, 2003,  the Company  continued as a  development
stage company.  The Company's continued existence is dependent on its ability to
obtain additional financing to proceed with its proposed plan of operations.  On
June  18,  2003,   the   Corporation   enter  into  an  agreement   with  Gemini
Pharmaceuticals  Corporation  for the sale of the  CD-ROM  entitled  "Drugs  and
Death,  Profiles  in Illegal  Drug Abuse" and the  Corporation  opened a website
(www.millcreekresearch.com) for the purpose of selling this CD.

Capital Expenditures.

         No  material  capital  expenditures  were made  during  the year  ended
December 31, 2003.

Item 7.  Financial Statements.




<PAGE>


INDEPENDENT AUDITORS' REPORT

Board of Directors
Mill Creek Research, Inc.
Seymour, Texas 76380

I have audited the  accompanying  combined balance sheet of Mill Creek Research,
Inc. as of December 31, 2003, and the related combined statements of operations,
stockholders' equity and cash flows for the period from inception (June 3, 1999)
to December 31, 2003. These combined 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,  except for  inventory  that was not  observed  and the  entity's
ability to continue as a going concern without continued financial support,  the
combined financial  statements referred to above present fairly, in all material
respects, the financial position of Mill Creek Research, Inc. as of December 31,
2003,  and the results of its  operations and its cash flows for the period from
inception  (June 3, 1999) to December  31,  2003 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
August 10, 2004



<PAGE>


                            MILL CREEK RESEARCH, INC.
                             COMBINED BALANCE SHEET
                                December 31, 2003
Assets:
Current Assets
   Cash                                                               $  54,592
   Accounts Receivable                                                $  22,050
   Inventory                                                          $ 105,357
Total Current Assets                                                  $ 181,999

Property, Plant and Equipment:
     Equipment                                                        $ 105,857

Other Assets:
Goodwill arising on consolidation                                     $ 647,691

                                                                      $ 935,547
Total Assets

Liabilities And Shareholders Equity:
Current Liabilities
   Accounts Payable                                                   $  60,686
Total Current Liabilities                                             $  60,686
   Long Term Debt                                                     $ 874,961
Total Liabilities                                                     $ 935,647
Shareholders' Equity:
   Common Shares                                                      $   2,575
   Stock Subscription Receivable
   Additional Paid-In Capital
   Accumulated Deficit                                                $  (2,675)
 Total Shareholders' Equity                                           ($    100)
 Total Liabilities and Shareholders'Equity                            $ 935,547

See accompanying notes to financial statements & audit report



<PAGE>



                            MILL CREEK RESEARCH, INC.
                        COMBINED STATEMENT OF OPERATIONS
                                December 31, 2003

                                                               From June 3, 1999
                                          Year Ended           (Inception) to
                                          Dec 31, 2003         Dec 31, 2003

Sales                                     $200                 $200
Cost of Sales
Gross Profit                              $200                 $200

Operating Expenses                        $200                 $200
Interest Income

Net Income (Loss)                         $0                   $0

Net Loss Per Share                        Nil                  Nil

Weighted Average Shares                   2,575,000            2,575,000
Outstanding

See accompanying notes to financial statements & audit report

                            MILL CREEK RESEARCH, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                December 31, 2003
<TABLE>
<CAPTION>

                                                                                           (Deficit)
                                                                                           Accumulated   Total
                                                                            Additional     During        Share-
                                      Common         Stock       Paid-in    Subscription   Development   Holder
                                      Shares         Amount      Capital    Receivable     Stage         Equity
<S>                                   <C>            <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)        ($100)
                                      =========      =====       ==         ======         ======        ======

Net Income (Loss) to June 30,
2000                                                                                       $0
Balance June 30, 2000                 1,000,000      $1000       $0         $(900)         $(200)        ($100)
                                      =========      =====       ==         ======         ======        ======

Net Income (Loss) to June 30,
2001                                                                                       $0
Balance June 30, 2001                 1,000,000      $1000       $0         $(900)         $(200)        ($100)
                                      =========      =====       ==         ======         ======        ======

Net Income (Loss) to June 30,
2002                                                                                       $0
Balance June 30, 2002                 1,000,000      $1000       $0         $(900)         $(200)        ($100)
                                      =========      =====       ==         ======         ======        ======

Net Income (Loss) to June 30,
2003                                                                                       $0
Balance June 30, 2003                 1,000,000      $1000       $0         $(900)         $(200)        ($100)
                                      =========      =====       ==         ======         ======        ======
Stock Issued for Services             1,575,000      $1575                                 ($1575)        $0
Subscription Payable Paid                                                     $900         ($900)         $0
Net Income (Loss) to Dec 31, 2003                                                           $0            $0
Balance Dec 31, 2003                  2,575,000      $2,575        $0         $0           ($2,675)      ($100)
                                      =========      ======        ==         ==           ========      ======
</TABLE>

See accompanying notes to financial statements & audit report



<PAGE>



                            MILL CREEK RESEARCH, INC.
                        COMBINED STATEMENT OF CASH FLOWS
                                December 31, 2003


                                                               From June 3, 1999
                                             Year Ended        (Inception)
                                             Dec 31, 2003      To Dec 31, 2003
  Cash Flows from Operating Activities
       Net Income (Loss)                           $0                $0
       Stock Issued for Services
       Depreciation and Amortization
       Increase (Decrease) in Assets
       Increase (Decrease) in Liabilities
  Net Cash Used in Operations                      $0                $0

  Cash Flows from Investing Activities
       Purchase of Note Receivable
       Acquisition of subsidiary                   $54,592           $54,592
  Net Cash Used in Investing                       $54,592           $54,592

  Cash Flows from Financing Activities
  Net Cash Provided by Financing

  Net Increase(Decrease) in Cash                   $54,592           $54,592


  Cash, Beginning                                  $0                $1000

  Cash December 31, 2003                           $54,592           $54,592

See accompanying notes to financial statements & audit report



<PAGE>



                            MILL CREEK RESEARCH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2003

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.  From  June 3,  1999 to June,  2003,  Mill  Creek has only been in the
organizational phase. On June 18, 2003, the Company issued a statement regarding
its new  website to sell the CD-ROM  entitled  "Drugs  and  Death,  Profiles  of
Illegal Drug Abuse." The Company is presently  selling this multimedia CD-ROM on
its  website  www.millcreekresearch.com.  Over the next 12  months,  Mill  Creek
intends to concentrate  its efforts into further  development and enhancement of
its  website   (www.millcreekresearch.com)   and  provide  credit  card  payment
solutions.

On  July  29,  2003,  the  Company   entered  into  an  Agreement  and  Plan  of
Reorganization  to acquire Safe  Solutions,  Inc.  ("Safe  Solutions"),  a Texas
Corporation.  This agreement  provided for the Company to issue 2,729,239 shares
of its common  stock to the  shareholders  of Safe  Solutions  and  reserve  for
issuance  880,000  shares of its common stock for issuance upon exercise of Safe
Solutions'  outstanding  warrants,  which will be  converted  into  warrants  to
purchase the Company's  common stock,  upon the same terms and conditions of the
outstanding  Safe  Solutions  warrants.  Safe  Solutions  is in the  business of
manufacturing  various skin care and pet care products  utilizing  extracts from
the prickly pear cactus, all with insect  rebuffing/repellent  properties.  Safe
Solutions  intends to  concentrate  its efforts  into  further  development  and
enhancement  of its  website  (www.CactusJuicetm.com)  and  provide  credit card
payment  solutions.  These  changes  will  include  additional  information  and
articles of interest to consumers.  Safe Solutions is operated as a wholly owned
subsidiary of Mill Creek Research,  Inc. The Company issued the 2,729,239 common
shares to the 113  shareholders of Safe  Solutions,  Inc., in exchange for their
shares, on a one for one basis, on April 13, 2004.

The Company held a Board of  Directors  meeting on June 25, 2004 and changed the
corporation's  fiscal  year end to  December  31 from June 30, and  changed  the
corporation's address to 1007 N. Cactus Trail, Seymour, Texas 76380.

The combined  balance  sheet is compiled as if the  transaction  had occurred on
December 31,  2003.  The  combined  statements  of income and cash flows for the
period  ended on December  31, 2003 also give effect as if the  acquisition  had
occurred on December 31, 2003.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Accounting Method.

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

Year End

The year ends of Mill Creek  Research,  Inc. and Safe  Solutions is the calendar
year ending on December 31.

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.


<PAGE>


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 December 31,
2003, Mill Creek Research, Inc. had no dilutive common stock equivalents such as
stock options.


NOTE 3- INCOME TAXES.

There is no  provision  for  income  taxes  for the  period  ended  June 3, 1999
(inception) to December 31, 2003 due to the negative 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.

The directors of Mill Creek Research, Inc., and Safe Solutions, Inc., its wholly
owned  subsidiary,  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 Mill Creek Research, Inc., Safe solutions,  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.
None.

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:
Our directors and executive officers are as follows:



<PAGE>



Name                Age              Positions                     Date
--------------------------------------------------------------------------------
Ms. Rita Thomas     60         President and Chairman of       June 3, 1999
                                 the Board of Directors         to Present

Mr. Tony Crews      50         Secretary/Treasurer/Director    July 11, 2003
                                                                to Present

Mr. Thad Morris     56                 Director                July 11, 2003
                                                                to Present


Rita Thomas,  age 60, 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,  Pacific Coast College,  Orange,  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 also the  President  and
Director of Regency Capital West, Inc.,  Morgan Clark  Management,  Inc. and OTC
Dreamwerks,  Inc., all reporting public companies. Ms. Thomas received her juris
doctorate degree in 1985 from Western State University, Fullerton, California.

Mr.  C. L.  "Tony"  Crews,  age  50,  is the  president  of  Northwest  Funding,
established in 1979 to broker and fund various commercial ventures consisting of
medical and consumer  lending.  Mr. Crews has been associated with several Texas
banks as director.  He is currently working as a business consultant in addition
to be President of Northwest Funding.  Mr. Crews established a health care model
know as  "Medical  Clinics of  America",  for  hospitals  to move into  suburban
markets.  This current model is in use throughout  the Southwest.  He is also an
executive  director  of a  non-profit  organization  that  matches  first  time,
sub-prime homebuyers to a market of mortgage lenders.

H. Thad Morris, 56, is President and CEO of Gemini Medical Systems, a healthcare
company  located  in San  Clemente,  CA. Mr.  Morris has been in the  healthcare
business  more than 30 years and has been an officer and  director in public and
private  corporations.  Mr. Morris served as President,  CEO and Chairman of the
Board of two,  publicly traded  companies  prior to forming  Gemini.  During his
career, Mr. Morris was responsible for more than 75 Food and Drug Administration
(FDA)  510(k)  Pre-Market  Approval  filings  required  to market a  variety  of
laboratory  tests and test kits. Mr. Morris also introduced  tests and test kits
for  retail  consumers,  including  tests  for  drugs of  abuse,  pregnancy  and
colorectal cancer screening.  Mr. Morris has authored  peer-reviewed  scientific
papers  in  AIDS   research  and  was   responsible   for  patent   submissions.
Additionally,  he was a founding member of the  International  Contributions  to
Hemostasis Awards,  presented to research scientists for significant research in
the  field of  bleeding  and  blood  clotting  disorders.  He has  international
experience in Europe, Japan and South America.

The  directors  named  above will  serve  until the next  annual  meeting of the
Company's shareholders. Thereafter, directors will be elected for one-year terms
at the annual shareholders'  meeting.  Officers will hold their positions at the
pleasure of the Board of directors, absent any employment agreement.

Section 16(a) Compliance.

During the year ended  December 31, 2003,  the following  persons were officers,
directors and more than ten-percent shareholders of the Company's common stock:



Name                          Position                   Filed Reports
--------------------------------------------------------------------------------
Rita Thomas                   President                        Yes
Tony Crews                    Secretary                        Yes
Thad Morris                   Director                         Yes
Stevens & Lee Inv. Co.        Shareholder                      Yes


Item 10.   Executive Compensation.


No officer or director of the Company presently receives any remuneration, other
than Mr. Tony Crews,  who receives  reimbursement  for expenses and a consulting
fee from Safe Solutions,  Inc. 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. On June 10,
2003, the shareholders approved 2,000,000 shares for a Stock Plan for employees,
consultants,  and  directors,  to be approved and  administered  by the Board of
Directors. At present, no plan has been instituted by the Board of Directors.



<PAGE>


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  December  31,  2003,  by  all
stockholders known to the 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
----------------                    ------------------        ----------

Stevens & Lee Inv. Co.                  2,250,000               87.38%
Rita Thomas, Pres.                         50,000                1.94%
Tony Crews, Secty.                        250,000                9.71%
Thad Morris, Director                      25,000                 .97%

All Executive Officers                  2,575,000                 100%
and Directors & Affiliates
As a group(1)

(1)  The  Company  entered  into  the  July  29,  2003  Agreement  and  Plan  of
     Reorganization  which was completed and resulted in 2,729,239  shares being
     issued to the  shareholders  of Safe  Solutions,  Inc.,  on April 13, 2004.
     After  April 13,  2004,  Mill Creek has  5,304,239  shares of common  stock
     outstanding.  The  following  table sets forth  information  regarding  the
     beneficial  ownership of shares of the  Company's  common stock as of April
     13, 2004:

                                NUMBER OF SHARES

BENEFICIAL OWNER                    BENEFICIALLY OWNED        PERCENTAGE
----------------                    ------------------        ----------

Stevens & Lee Investment Co.             2,250,000              42.42%

Robert C. Gibson                           550,000              10.37%
Jeff W. Truhn                              550,000              10.37%
Tony Crews                                 250,000               4.71%
Rita Thomas                                 50,000                .94%
Thad Morris                                 25,000                .47%

All Executive Officers                   3,675,000              69.28%
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.  On April 18,  2003,  Ms. Rita Thomas sold her
1,000,000  shares,  representing  100% of the  total  outstanding  shares of the
corporation to Stevens & Lee Investment  Co., Inc. Ms. Rita Thomas  retained her
positions as Director, President and Secretary.


<PAGE>


Item 13.   Exhibits and Reports on Form 8-K.
           (1) Reports filed on Form 8-K.

On April 18,  2003,  the Company  reported in Form 8-K that Ms. Rita Thomas sold
her 1,000,000 shares,  representing 100% of the total outstanding  shares of the
corporation to Stevens & Lee Investment  Co., Inc. Ms. Rita Thomas  retained her
positions as Director, President and Secretary of the corporation.

On June 18, 2003, the Corporation  reported in Form 8-K that it had entered into
an agreement with Gemini Pharmaceuticals  Corporation for the sale of the CD-ROM
entitled  "Drugs and Death,  Profiles in Illegal Drug Abuse" and the Corporation
opened a website (www.millcreekresearch.com) for the purpose of selling this CD.

On July 21,  2004,  the Company  reported on for 8-K that is had held a Board of
Directors meeting on July 16, 2004 and changed the corporations  fiscal year end
to December 31 from June 30, and  changed the  corporation's  address to 1007 N.
Cactus Trail, Seymour, Texas 76380.

Signatures:

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.


<PAGE>


                            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  December 31, 2003 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 annual  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;


     3. Based on my knowledge,  the financial  statements,  and other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;


     4. 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  annual  report  is being
     prepared;


          b) evaluated the effectiveness of the Registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual report (the Evaluation Date); and


          c)  presented  in  this  annual  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;


     5.  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




<PAGE>


          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


     6. I have  indicated  in this  annual  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.

         August 10, 2004               /s/Rita Thomas
                                       --------------------
                                       Rita Thomas, Chief Executive Officer




<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       In connection  with the Form 10-KSB Report of Mill Creek  Research,  Inc.
(the  "Registrant")  dated  December 31, 2003, as filed with the  Securities and
Exchange  Commission on the date hereof (the  "Report"),  I, Rita Thomas,  Chief
Executive  Officer  and Chief  Financial  Officer  of the  Registrant,  certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     1. the report fully  complies  with the  requirements  of Section  13(a) or
     15(d) of the Exchange Act; and

     2. the information contained in the report fairly presents, in all material
     respects,  the financial condition and results of operations of the issuer;
     and

     3. A signed original of this written statement  required by Section 906 has
     been provided to the  Registrant and will be retained by the Registrant and
     furnished  to the  Securities  and  Exchange  Commission  or its staff upon
     request.

Pursuant  to the  requirements  of  Section  13(a) or  15(d)  of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        Mill Creek Research, Inc.
Dated: August 10, 2004                  By:/s/ Rita Thomas
                                        ------------------
                                        Rita Thomas
                                        Chief Executive Officer,
                                        and Chief Financial Officer