UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB





[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
                                  -----------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from                 to
                                          -----------------   -----------------

Commission File Number: 000-32845

                         Cobra Financial Services, Inc.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

Texas                                                                75-2668876
-----                                                                ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                              Identification No.)

811 S. Central Expressway, Suite 210, Richardson, Texas                   75080
-------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

                                  972.644.9991
                                  ------------
              (Registrant's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:


  Title of each class registered:     Name of each exchange on which registered:
  -------------------------------     ------------------------------------------

                None                                     None

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

     Common Stock, Par Value $.001
     -----------------------------
            (Title of Class)

Indicate by check mark whether the registrant (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) has been subject to such filing
requirements for the past 90 days. [ ] Yes [X] No

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


State issuer's revenues for its most recent fiscal year. $28,267.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of December 31, 2001, approximately $0.

As of December 31, 2001, there were 15,630,000 shares of the issuer's $.001 par
value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                        [ ]  Yes         [X]  No



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                                     PART I

Item 1. Description of Business.
--------------------------------

Business Development. Cobra Financial Services, Inc. was incorporated in Texas
in 1996 by Mr. Carlton Fleming, our president and a member of our Board of
Directors, for the purpose of investing in agricultural land and projects. For
several years we invested heavily in the improvement of farmland and farming
equipment in the State of Texas while attempting to attract experts in the
fields for the purpose of raising cattle and exporting bovine meat to the United
Arab Emirates (the "UAE"), Kuwait and Saudi Arabian Markets. We believe that the
demand for quality beef from the United States has never been better and we
believe that this is the ideal time for us to seize this opportunity and
participate in the export of United States beef worldwide.

In that regard, we leased real estate in north Texas. We constructed a 7,200
square foot building on the leased property. Although we cannot give a specific
timetable, we hope to purchase our own cattle to raise on the property. We will
not purchase cattle until and unless we have generated sufficient revenue for a
sufficient period of time to justify such action. There is no guarantee that we
will ever generate sufficient revenue to purchase our own cattle. Therefore, our
initial business will be to purchase beef from third party suppliers for export.
The property is located in north Texas in an area supported by municipal
utilities. The property is situated in a moderate climate zone that we believe
is ideal for raising cattle in that the climate and conditions are conducive to
raising healthy cattle. The property is located near a major highway and
relatively close to a railroad, seaports, and airport facilities which makes
transportation of beef more convenient. Our operations to date have focused on
improving the real property. As discussed above, we have constructed a 7,200
square foot building, cleared brush, plowed and planted Bermuda grass, installed
water, electricity, roads, and erected fencing. We do not anticipate that we
will purchase cattle for at least the next 12 months. As of March 4, 2002, we
had not entered into any agreements to export beef, nor can we give any
assurances that we will be able to arrange for contracts to export beef in the
near future.

As of March 4, 2002, the only revenues we have generated are from consulting
services provided by Mr. Fleming, our president. Mr. Fleming has provided
consulting services in the areas of general business and corporate operations.
There can be no assurances that Mr. Fleming will be able to generate revenues in
the future from his consulting services. In fact, should be raise sufficient
funding through loans or otherwise, we plan to completely discontinue providing
business consulting services and intend to focus only on our proposed exporting
activities.

In or around May, 2000, we decided that it would be in the best interests of the
company and its shareholders to increase that number of issued and outstanding
common stock through a forward stock split. Specifically, around this time we
formulated our plan to register our stock pursuant to the Exchange Act and felt
it was in the best interests of the company and our shareholders to increase the
total issued and outstanding stock as we believed that such split would increase
access to capital markets. Therefore, on May 19, 2000, we authorized a forward
stock split of 4000 to 1. Immediately prior to the stock split, we had 1,240
shares of common stock issued and outstanding. Immediately following the stock
split we had 4,960,000 shares of our common stock issued and outstanding.

On October 12, 2000 our board of directors authorized a 3 to 1 forward split of
our common stock. Specifically, we felt it was in the best interests of the
company and our shareholders to increase the total issued and outstanding stock
as we believed that such split would increase access to capital markets. Our
total issued and outstanding common stock immediately prior to the stock split
was 5,210,000 shares of common stock. Our total issued and outstanding common
stock immediately following the stock split was 15,630,000 shares of our common
stock.

Planned Operation. At least initially, we plan to purchase meat to import. Over
the next three years we plan to purchase ready-to-ship frozen meat products from
existing meat packing plants which have excess capacity. We will purchase the
meat already frozen from meatpacking facilities. After the meat has been
purchased from plants throughout the United States, we plan to ship it to
overseas buyers in 40 foot containers. Each container we plan to use will be
able to hold approximately 25 metric tons (approximately 61,000 pounds) of meat.
We anticipate that the average shipping time will be three to four weeks from


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shipment to destination, depending on the destination. Once we begin importing
beef, we will attempt to process bi-weekly shipments of two containers each in
order to reach our production target of 1.5 million pounds per year at an
average of 125,000 pounds per month. We hope that at the end of a three year
period, we will have the ability to purchase our own cattle. There is no
guaranty that we will ever be in the position to purchase our own cattle.

We anticipate the following development schedule:

     o Conducting research and development. Since early 1999, we have been
actively studying the export potential and studying market trends related to the
export of U.S. Agricultural products. We have also been examining the nature and
extent of the USDA subsidy programs as well as the development of our target
market. By the end of 1999, we completed our study. We felt that preliminary
indications justified the commissioning of feasibility study conducted by
professional firm. The cost of the study was $2,500 and it was paid for from our
existing capital resources.

     o Raising working capital. Our registration statement, of which this
prospectus forms a part, was filed with the Securities and Exchange Commission
on June 5, 2001. Sixty days after filing, our registration statement became
effective with the Securities and Exchange Commission. We plan to apply with the
National Association of Securities Dealers, Inc., to participate on the
Over-the-Counter Bulletin Board. If we are cleared to participate on the
Over-the-Counter Bulletin Board, we expect to be able to raise the necessary
capital to fund our initial operations. Specifically, we believe that the
capital markets available to a Bulletin Board company are broader than those
available to a private company. We believe that, in general, investors view
participation the Bulletin Board as providing a certain degree of liquidity to
their investment compared to stock ownership in a purely private company.
Therefore, we believe that should we be cleared to participate on the Bulletin
Board, we will have access to investors which would not otherwise be available
if we were a private company.

     We anticipate that we will be in a position to apply for SBA loans during
the third quarter of 2002. We anticipate that the legal, professional, and
operational costs associated with this process are $30,000. We plan to pay such
expenses from our existing capital resources.

     o Signing purchase and export agreements. We plan to begin negotiating and
signing initial purchase agreements for ready-to-ship meat during the fourth
quarter of 2002. We will need to complete the registration process and raise
sufficient funding for the purchase of beef prior to entering into any purchase
or export agreements. As part of our initial research and development, we have
identified possible vendors as our president has business associates who have
business relationships with potential vendors. As of March 4, 2002, we had not
engaged in any formal negotiations with potential vendors. We anticipate that
funding for the purchase of beef will come from SBA loans and any USDA subsidies
we are able to arrange. The USDA export subsidy is a program offered by the USDA
to promote trade, enhance the marketability and competitiveness of United States
products in the world market. The USDA subsidy is intended to provide incentives
to United States exporters only. The purpose of the subsidy is to compensate the
exporter for the difference between the United States market price and the
export price of the particular product where the United States price is higher
than the export price. This is designed to encourage exports and allow United
States products to compete with other exporting countries such as countries from
the European Union. The USDA subsidies require that exporters apply for
subsidies only after they secure sales contracts with the foreign buyers.
Assuming we secure such sales contracts, we intend to apply for such subsidies.
There is no guarantee we will receive subsidies. To apply, we will be required
to complete the governmental forms and submit same to the USDA for review.

To begin shipping the meat, we anticipate that we will need approximately
$150,000 to fund one shipment per week for three weeks at cost of $50,000 per
container. We plan on raising the funds needed for the first shipment by selling
our capital stock. However, we do not have any commitment for such funding. Once
we submit to the USDA the bill of lading for the first shipment, we believe that
it will take approximately three weeks to receive a subsidy. We anticipate that
each shipment will take approximately 3 to 4 weeks to reach its destination,
depending on the destination. When the shipment arrives at its destination, we
will receive payment from the buyer from his or her bank letter of credit. We
believe that approximately 3 weeks after our first shipment, we will begin
generating sufficient revenues to pay for the next round of shipments as well as
sufficient capital to begin paying our expenses with earned revenues.



                                       3
<PAGE>



Source and availability of beef. The source of beef will be from the United
States. We believe that U.S. Beef is widely and readily available in local
markets through packing plants, distributors, farms Co-op, and meat export
brokers. The current number of suppliers, packers, processors, and brokers
listed in the registry of "U.S. Meet Export Federation, 1050 17th Street, Suite
2200 Denver, CO 80265 Tel: 303-623-6328" are in the hundreds. We do not believe
that we will be limited to a small number of suppliers for the meat we plan to
export. We have initiated preliminary discussions with potential suppliers but
have not established any formal relationships or written agreements. Our ability
to finalize formal agreements will be, at least partially, dependent on our
ability to secure funding through loans or otherwise. We are confident that if
we are able to secure funding through SBA loans or otherwise, we will be able to
finalize written agreements with suppliers.

Industry Overview. We believe that world trade is increasingly important to the
strength of the United States economy. We also believe that the export business
creates jobs and provides small companies with growth, new markets and
additional profits. We believe the importance of the export market is evident
because of the United States programs and government agencies which support the
export business such as the export loan programs provided by the Small Business
Administration, the export subsidy programs provided by he USDA, and payment
guaranty programs provided by the United States Import-Export bank. We believe
that these programs illustrate that export and international trade is extremely
important to the United States economy for different reasons, including, but not
limited to, balancing foreign trade. We believe that as the world economy
becomes more interdependent, the opportunities for United States exports become
more attractive.

We believe that the exporting of agricultural products is growing in the United
States as businesses are beginning to realize that the world is their market.
With the globalization of business through the Internet, we do not think a
business has to be big to sell in the global marketplace. We believe that United
States agricultural products are appealing overseas. According to a May 10,
2001, article from USDA World Agricultural Supply and Demand Estimates, United
States meat exports in 2002 are forecast to reach a record 4.86 million tons,
led by beef and broiler exports.

We believe that the May 10, 2001 report described above shows that the meat
export business is growing and we plan to be a part of that trend. We also hope
that demand for U.S. beef continues. There is no guaranty that it will continue.
However, it the demand either stays constant or grows, we believe that our
ability to enter the market and earn revenues will increase.

According to a USDA International Agricultural Trade Report, U.S. Beef exports
took off in the 1990's, becoming one of the true success stories in U.S.
agricultural trade. The report explains that previous to the 1990's, the United
States was the largest beef importer in the world; now, the United States
exports over 80 percent of what it imports, and the U.S. trade surplus (exports
minus imports) in beef exceeds $1.0 billion annually. The same article explains
that U.S. beef, pork, and poultry production in 1999 was expected to reach a
record 35.5 million tons, up from 35.4 million in 1998 and beef prices are
expected to maintain stability. We believe that the USDA report referenced
immediately above explains what we consider to be a growing trend to import U.S.
beef. We hope that the trend will continue. If the trend continues, our ability
to earn revenues will likely increase.


There are numerous food importers within the market we intend to operate, many
of whom are wholesalers, distributors, and retailers. Our research has
identified several importers and distributors. We intend to use all possible
distribution channels and hope to avoid becoming dependent on a small number of
customers.

Export Conditions in UAE. As discussed previously, our initial focus will be
exportation into the UAE. We believe that import conditions in the UAE has
improved since the UAE was formed in 1971. Based on our research, we believe
that the UAE is continuously working toward encouraging the exportation and
importation of goods.

The following are factors we believe are important in analyzing the import
possibilities in the UAE. The following information was obtained from a website
entitled "The United Arab Emirates" found at emirates.org.

         o The UAE is a federation of seven emirates: Abu Dhabi, Dubai, Sharjah,
Ajman, Umm al-Qaiwain, Ras al-Khaimah and Fujairah.


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<PAGE>


         o The total area is 83,600 square kilometers. The area is bordered the
Arabian Gulf, the Gulf of Oman and the Sultanate of Oman, the Sultanate of Oman
and Saudi Arabia and Qatar and Saudi Arabia.

         o The UAE is positioned close to the entrance to the Arabian Gulf and
has extensive coastlines which facilitate the free flow of imports.

         o Since the formation of the state, the economy has been funded
primarily by oil revenue. Oil and gas remain the primary source of revenue.
However, the UAE has diversified its economy, leading to the formation of new
economic sectors. There has also been an influx of foreign investment.

         o Under the subheading "Business Environment": The UAE government has
recognized that the private sector is extremely important. The UAE has been
focusing on economic diversification and growth since the formation of the UAE
in 1971. The government has encouraged its citizens to put their wealth to good
use while attracting foreign investment. Part of UAE's strategy is to promote
quality industrial facilities, business support services and the reduction of
government obstacles to business. The UAE is also focusing on updating
commercial laws and regulations to meet international obligations.

         o The UAE joined the World Trade Organization (the "WTO") in 1995 in an
effort to increase its influence in international trade. The UAE is also working
towards becoming a regional trade hub.

         o The value of imports registered a new record level of Dh 99.9 billion
in 1998, compared with Dh 97.7 in 1997. The increase was primarily due to a
population increase, a higher demand for imports and a higher level of
individual expenditures. The increase in the value of imports was also due to
the increase in volume resulting in the appreciation of the United States
dollar.

         o Data on imports classified by major groups of commodities show that
in 1998 consumer goods had a 52.1% share of the market, capital goods 35.6% and
intermediate goods 12.3%. The 1998 percentages were identical to the 1997
percentages. The United States' share of the import value decreased from 13% in
1997 to 11.2% in 1998.

The following information comes from the United Arab Emirates government
website:

         o The UAE is expected to increase its industrial diversification drive.
Emphasis will be placed on development of finance, trade and services sector.

         o UAE Customs Council. Agreement has been reached between Abu Dhabi,
Dubai and Sharjah customs departments for a series of joint measures to be
undertaken as part of the process of streamlining customs procedures. Although
each emirate operates customs procedures independently, they meet and discuss
customs issues under the auspices of the UAE Customs Council.
         o Abu Dhabi Customs. Abu Dhabi Customs Department plays a vital role in
the national economy by providing rapid procedures to expedite trade movement. A
comprehensive development plan has been implemented which seeks to modernize all
the department's custom posts. The department has been provided with advanced
computer systems to further facilitate customs procedures. It has also installed
a shared database for taxed or exempted commodities which can be accessed by the
customs departments of other emirates. New advanced equipment has also been
introduced at the Ghuwaifat border crossing point. The equipment, the first of
its kind in the Middle East, helps to accelerate custom procedures by allowing
inspection of trucks and containers without having to unload them. In addition,
the Customs Department is implementing a number of programs to improve work
practices. Nationals are offered training course opportunities at home and
abroad.

Export Requirements to the UAE. The UAE is a member of the Gulf Cooperation
Council ("GCC"). Other members are Bahrain, Kuwait, Oman, Qatar and Saudi
Arabia. The GCC states are collectively working on harmonizing their food safety
standards, including labeling and shelf-life standards. However, member
countries still exert significant autonomy when it comes to the implementation
of regional requirements. Many members selectively enforce GCC regulations and
establish their own standards when they disagree with regional requirements.


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<PAGE>


In the UAE, food safety regulations are set by the General Secretariat of
Municipalities ("GSM"), based on recommendations from its Technical Committee
("TC"). Local regulations are based on GCC standards, when available. The TC is
comprised of food laboratory directors from the UAE municipalities and
representatives from the office of the Secretary General of the GSM, the
Ministry of Agriculture, the Ministry of Health and the Standard and
Measurements Department of the Ministry of Finance and Industry.

The health department of each municipality is responsible for enforcing food
safety standards. In general, each municipality or emirate has a food control
division and a health laboratory for this purpose. While information is shared
between municipalities, they operate independently. The municipalities of Abu
Dhabi, Dubai and Sharjah are the major entry points for imported food products.

Food products are regularly inspected at the time of import and at the point of
sale. Fines are levied and products destroyed for severe violations. Imported
and locally produced food products face the same food safety regulations and
labeling requirements. There are no environmental laws regulating food product
packaging at present.

The UAE is a growing market for high value food products. It is free trade
oriented with few non-tariff trade barriers. Shelf-life standards that are not
science-based, the need for production as well as expiry dates on most food
products and the requirement that at least one-half a product's shelf-life be in
effect before it can be cleared at the point of importation are the major
regulatory barriers facing United States suppliers. With few exceptions, a
product must have at least one-half of its shelf-life remaining at the time of
import. Frozen meat must be imported within 4 months of the date of production,
regardless of the length of their shelf-life.

There are no restrictions on the amount of beef which may be exported from the
U.S. to the UAE. Moreover, there are no specific restrictions on the exportation
of beef injected with hormones.

Other Regulations and Requirements. All imported food products must be
accompanied by a health certificate issued by the appropriate government agency
in the country of origin, attesting to the product's fitness for human
consumption. In addition, all meat products must be accompanied by an Islamic
(Halal) slaughter certificate issued by a UAE-approved Islamic center(s) in the
country of origin. These and certain other import documents must be notarized by
the Arab-American Chamber of Commerce and the UAE embassy/Consulate in the
country of origin.

There are no special packaging or container size requirements for food products.
A radiation-free certificate is required for food products from Europe and Asia.
U.S. products are exempt from this requirement. The UAE does not allow the
importation of irradiated food products.

A commercial invoice legalization fee has been levied since 1998 on all products
imported into the UAE. These fees can be paid at the UAE Embassy/Consulate in
the country of origin or in the UAE upon the arrival of the products which will
not be released unless the fees are paid. This fee is equivalent on average to
about 1 percent of the value of the consignment.

We believe the information above provides a valuable environment for importation
of beef. Specifically, much of the UAE area is arid which we believe
necessitates the importation of produce and beef. Moreover, much of the UAE is
bordered by coastline, facilitating the free flow of commerce. We believe that
the UAE is economically stable and will remain relatively stable given its
economic diversification and that the government's focus on diversifying the
economy and encouraging foreign investment will stimulate importation of goods,
specifically, beef. We also believe that the government's focus on removing
governmental obstacles to commerce will also make importing beef easier and less
expensive. We also believe that with the increase in the UAE gross domestic
product and the appreciation in the U.S. dollar will stimulate economic growth
and interest in imports. The streamlining of the customs procedures will also
assist our business objectives in that we will be able to deliver product faster
and with less cost.



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According to the United States Department of Agriculture, Foreign Agricultural
Service's BICO Export Commodity Aggregations citing the Department of Commerce,
U.S. Census Bureau Foreign Trade Statistics found on the U.S. Department of
Agriculture website, [material omitted] the following are export figures of red
meat to the UAE in the years noted:

         o 1996--$2,074,000 (from January 1996 to December 1996)
         o 1997--$2,631,000 (from January 1997 to December 1997)
         o 1998--$4,122,000 (from January 1998 to December 1998)
         o 1999--$3,517,000 (from January 1999 to December 1999)
         o 2000--$4,768,000 (from January 2000 to December 2000)
         o 2001--$4,239,000 (from January 2001 to November 2001)

[material omitted]
------------------

Competition. Other larger companies with greater brand awareness and greater
access to capital have an advantage over us for the resources necessary for the
production and export of beef products. At the present time we are not aware of
any small, development stage companies which engage in the industry within which
we plan to operate. We believe that we will be able to compete in our industry
through competitive pricing made possible through export assistance and
government subsidy. We believe that we can obtain competitive pricing through
the purchase of substantial amounts of beef. Specifically, the more beef
purchased, the lower the price. The following factors may impact our ability to
compete overseas:

     o European products. There are other areas of Europe which export beef into
     our target areas. This type of competition will always remain a factor in
     determining our potential market share and our potential revenues. Our
     internal projections provide for a reduced market share based on the market
     data and the export forecasts of the United States Department of
     Agriculture.

     o A change in United States governmental policy. Although it is very
     unlikely that the United States Government will change its policy toward
     the allied countries in the Persian Gulf area, any changes in the existing
     USDA subsidy programs which support United States Agricultural products and
     goods can severely impact our export projections. In our opinion, a drastic
     change in policy will harm our ability to earn revenues. However, we do not
     believe that any drastic policy change will occur considering the strategic
     importance and vital role the crude import from the Persian Gulf countries
     plays in the United States economy.

We will be subject to direct competition from larger companies which will likely
lead to pricing pressures and reduced profit margins. In the beef export
industry we will be competing directly with larger companies which have
established business and greater financial resources. We may not be able to
compete with larger and more established organizations and may face extreme
difficulty entering the market. Competition will come from large companies such
as ConAgra Meat Companies and Hudson Foods, to name just a few. The larger
companies have established markets, and greater financial resources. In order to
compete, we will likely be forced to lower our prices which will reduce our
profit margins.

Distribution and Sales. United States exporters do business in the U.A.E. by
employing the following sales and distribution methods:

o Selling directly to the end-user;
o Selling through an informal, nonexclusive re-seller arrangement;
o Selling through an agent/distributor;
o Establishing a presence through a joint venture; or
o Authorizing a local firm to sell its products via licensing or franchising
arrangements.


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Re-seller arrangements avoid the legal problems associated with U.A.E. federal
agency laws. Moreover, they are suitable for importation of products where local
promotion and after-sales service are not factors. While re-seller relationships
are common because they offer low-risk arrangements, they are also a passive,
reactive form of marketing with very limited growth and profit potential. We do
not plan to expend significant funds on marketing our proposed products. We
believe that our success will not necessarily depend on our marketing efforts
but will depend on our ability to establish industry contacts and build
relationships with those contacts. In order to do this, we plan on using the
industry contacts provided by our president, Carlton Fleming.

Distribution and Sales Channels - Agriculture. There are numerous food
importers, many of whom are also wholesalers, distributors, and retailers. We
intend to use all possible distribution channels for market penetration and to
fully exploit the opportunity provided by U.A.E. as a major transhipment center.
The United States Department of States reported in its U.A.E. country report
that it is estimated that about 60 percent of total U.A.E. food imports are
re-exported to other destinations, primarily other Gulf countries, India, Africa
and, increasingly, the Commonwealth of Independent States.

Our future plans to increase our market share will depend upon our ability to
exploit the available distribution channels taking into account the
opportunities provided to exporters through U.A.E. Agency Law. The following
extract from the United States Department of States briefly explains the
aforementioned Agency Law:

    o Use of Agents/Distributors: Finding a Partner. All agents must be
    registered with the Ministry of Economy and Commerce. We believe that
    selection of the proper agent is the most important decision that the
    exporter can make. Agents may not be terminated, except with sufficient
    cause as determined by a government committee. In most cases, compensation
    to a terminated agent is required even if the committee rules against the
    agent and for the foreign firm. Only U.A.E. nationals or companies wholly
    owned by U.A.E. nationals can register with the Ministry of Economy and
    Commerce as local agents.

The terms and conditions of agency contracts vary greatly. Commissions and other
forms of compensation typically depend on the amount of work required of the
agent, and the company's sales volume. The agent's responsibilities and
performance measures should be clearly defined. Agents may be appointed on a
project basis, with the relationship restricted to that project and terminated
automatically upon reward or completion.

We believe that establishing the geographic territory of an agent is critical.
U.A.E. law automatically awards exclusivity to the agent in the geographic area
covered by the agreement. An agent must have a presence and be licensed to
operate in each emirate he does business in. There is no blanket license for the
whole of the U.A.E. Consequently, United States exporters seeking U.A.E.
coverage must appoint a separate agent for each emirate, or appoint a master
agent with offices or sub-agents in each emirate. Virtually all of the most
successful trading houses fall into the later category.

Our president, Carlton Fleming, has business associates who have relationships
with potential vendors and distributors who could assist us in conducting our
business, specifically, importing beef. However, we have not yet contacted the
potential vendors and distributors and we have not yet taken any other steps to
enter into arrangements with the potential vendors and distributors. We plan to
contact the potential vendors and distributors before the end of the first
quarter of 2002 or as we receive confirmation that we will receive funding.
There is no guaranty that we will be able to negotiate or finalize agreements
with such potential vendors and distributors. If we are unable to consummate
negotiations with those potential vendors and distributors and if we are unable
to secure alternative arrangements, our ability to earn revenues will be harmed.

Government Regulation. In order to conduct our planned business, we will need
domestic approval. Such approval is attained by applying for and obtaining
export certification. Certification is governed by a federal agency called "Food
Safety and Inspection Service" or "FSIS". In order to obtain a FSIS
certification, we must fill out an export application and an export certificate,
and if necessary, additional documents as required by the importing country.
Other documentation for verifying the information on the application or
certification is only required if FSIS has concerns regarding the company or the
information provided.



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Our target market is an open market not subject to a quota system or any imposed
limitation on import. The domestic governmental regulations that may impact the
business include:

         o Changes to the USDA subsidy program. Changes to the USDA subsidy
program may effect our operation if the United States government places
restrictions on the amount of beef exported, or the amount of subsidy paid by
the government. We do not expect such changes to occur.

         o Changes to the quality of United States beef. We believe that U.S.
agricultural products, in general, and beef in particular, are among the best in
the world. The USDA closely monitors all goods and agricultural products coming
into the United States with the goal of reducing the possibility that U.S.
products will be affected by any major cattle illness or agricultural disease.
We do not believe that the quality of U.S. beef or agricultural products will be
adversely affected by either illness or disease and that U.S. agricultural and
beef products will retain its quality.

Except as stated herein, we do not believe that there are any other domestic or
international governmental regulations which would impact our operations. Nor we
are aware of any such regulations being proposed or considered.

Environmental laws impacting our operations. We do not believe there are any
environmental laws which impact the exportation of U.S. meat products; nor are
we aware of any such laws being proposed or discussed.

Our Research and Development. We are not currently conducting any research and
development activities. We do not anticipate conducting such activities in the
near future.

Employees. At present, our only employee's are our officers. Currently, Carlton
Fleming, our president, devotes 100% of his time to our business. Messrs.
McDaniel and Boaz contribute approximately 20% of their time to our business.
Assuming that we begin exporting meat, we will need additional labor. We believe
that Messrs. Fleming, McDaniel, and Boaz will meet our labor needs for the next
twelve months unless we are able to raise sufficient funds to increase our
business activities.

Facilities. Our executive, administrative and operating offices are located at
811 S. Central Expressway, Suite 210, Richardson, Texas. Richard Chichakli, one
of our shareholders, currently provides office space to us at no charge. We do
not have a written lease agreement with Mr. Chichakli nor do we believe that Mr.
Chichakli expects to be reimbursed for providing office space.

Item 2.  Description of Property.
---------------------------------

Property held by us. As of the date specified in the following table, we held
the following property:

We lease 256 acres of farmland with Bermuda Grass located five miles south of
Windom, Texas from our president, Carlton Fleming, at a cost of $2,000 per
month. The property includes a 60x120x16 building that is used for storage
space. The lease agreement allows the company to use the land for grazing cattle
and export operations.


======================================== ====================================
                   Property                   December 31, 2001
---------------------------------------- ------------------------------------
Cash                                                                     $68
---------------------------------------- ------------------------------------
Fixed Assets, net                                                   $139,683
======================================== ====================================

Our Facilities. Our headquarters are located at 811 S. Central Expressway, Suite
210, Richardson, Texas 75080. We believe that our facilities are adequate for
our needs and that additional suitable space will be available on acceptable
terms as required. We do not own any real estate.

Item 3.  Legal Proceedings.
---------------------------

There are no legal actions pending against us nor are any legal actions
contemplated by us at this time.



                                       9
<PAGE>


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

Not applicable.

                                     PART II

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

Reports to Security Holders. We are a reporting company with the Securities and
Exchange Commission, or SEC. The public may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W.,
Washington, D.C. 20549. The public may also obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.

Prices of Common Stock. Our common stock is not currently trading on any
exchange. It is anticipated that we will apply for trading on the Over the
Counter Bulletin Board maintained by National Association of Securities Dealers,
Inc. as soon as this registration statement is declared effective by the
Securities and Exchange Commission. We currently have approximately 41
shareholders holding our common stock.

There are no outstanding options or warrants to purchase, or securities
convertible into, shares of our common stock. There are no outstanding shares of
our common stock that we have agreed to register under the Securities Act for
sale by security holders.

Dividend Policy. We have never declared or paid a cash dividend on our capital
stock. We do not expect to pay cash dividends on our common stock in the
foreseeable future. We currently intend to retain our earnings, if any, for use
in our business. Any dividends declared in the future will be at the discretion
of our board of directors.

Stock Splits. In May 2000 our Board of Directors authorized a 4000 to 1 forward
stock split. In October 2000 our Board of Directors authorized an additional
forward stock split of 3 to 1. The stock splits were effectuated in anticipation
of our application for a listing on the Over the Counter Bulletin Board. We
expect to make such application when, and if, this registration statement is
declared effective by the Securities and Exchange Commission.

Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

    o    a description of the nature and level of risk in the market for penny
         stocks in both public offerings and secondary trading;
    o    a description of the broker's or dealer's duties to the customer and of
         the rights and remedies available to the customer with respect to
         violation to such duties or other requirements of securities' laws;
    o    a brief, clear, narrative description of a dealer market, including
         "bid" and "ask" prices for penny stocks and the significance of the
         spread between the "bid" and "ask" price;
    o    a toll-free telephone number for inquiries on disciplinary actions;
    o    definitions of significant terms in the disclosure document or in the
         conduct of trading in penny stocks; and
    o    such other information and is in such form (including language, type,
         size and format), as the Securities and Exchange Commission shall
         require by rule or regulation.


                                       10
<PAGE>


Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

    o    the bid and offer quotations for the penny stock;
    o    the compensation of the broker-dealer and its salesperson in the
         transaction;
    o    the number of shares to which such bid and ask prices apply, or other
         comparable information relating to the depth and liquidity of the
         market for such stock; and
    o    monthly account statements showing the market value of each penny stock
         held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

Sales of Unregistered Securities.

On or about September 16, 1996 we issued 1,160 shares of our $0.001 par value
common stock to the following 14 individuals in transactions which we believe
satisfies the requirements of that certain exemption from the registration and
prospectus delivery requirements of the Securities Act of 1933, which exemption
is specified by the provisions of Section 4(2) of the Securities Act of 1933, as
amended. The individuals and number of shares are as follows (all share amounts
reflect the forward splits of 4000 to 1 and 3 to 1): Carlton Fleming, our
president and a member of our Board of Directors was issued 12,000,000 shares;
Dane McDaniel, our corporate secretary, treasurer, chief financial officer and a
director, was issued 168,000 shares; Casey Boaz, a member of our board of
directors, was issued 168,000 shares; Chris Gilbreath was issued 144,000 shares;
Shiela Boaz, Casey Boaz's wife, was issued 144,000 shares; Joseph Bommorito was
issued 144,000 shares; Gloria Jackson was issued 144,000 shares; Romie Krickbaum
was issued 144,000 shares; Pam Meece was issued 144,000 shares; Shella Rinkle
was issued 144,000 shares; Rhonda Anderson was issued 144,000 shares; Kelly
Charles was issued 144,000 shares; Diana Bay-Anderson was issued 144,000 shares;
and Steve Hartwig was issued 144,000 shares. The shares were issued for general
business consulting and accounting services.

On or about October 10, 1996 we issued 55 shares of our $0.001 par value common
stock to the following individuals in transactions which we believe satisfies
the requirements of that certain exemption from the registration and prospectus
delivery requirements of the Securities Act of 1933, which exemption is
specified by the provisions of Section 4(2) of the Securities Act of 1933, as
amended. The individuals, number of shares and value of the of the services are
as follows (all share amounts reflect the forward splits of 4000 to 1 and 3 to
1): Ellen Hartwig was issued 60,000 shares valued at $60.00; Dell Covington was
issued 60,000 shares valued at $60.00; Ralph Rodroguez was issued 60,000 shares
valued at $60.00; Richard Chichakli was issued 60,000 shares valued at $60.00;
Jeff Bay-Anderson was issued 60,000 shares valued at $60.00; John Murphy was
issued 60,000 shares valued at $60.00; Bill Hopkins was issued 60,000 shares
valued at $60.00; Norma Ballard was issued 60,000 shares valued at $60.00; Joy
Brown was issued 60,000 shares valued at $60.00; Lori Burden was issued 60,000
shares valued at $60.00; and Sandra Strickland was issued 60,000 shares valued
at $60.00. The shares were issued for general business consulting and accounting
services.

On or about December 5, 1996, we issued 18 shares of our $0.001 par value common
stock to the following individuals in transactions which we believe satisfies
the requirements of that certain exemption from the registration and prospectus
delivery requirements of the Securities Act of 1933, which exemption is
specified by the provisions of Section 4(2) of the Securities Act of 1933, as
amended. The individuals, number of shares and value of the of the services are
as follows (all share amounts reflect the forward splits of 4000 to 1 and 3 to
1): Maria Morado was issued 36,000 shares valued at $36.00; Tammy Hayes was
issued 36,000 shares valued at $36.00; Carmen Meissner was issued 36,000 shares
valued at $36.00; Orlando Robinson was issued 36,000 shares valued at $36.00;
Bradley Morris was issued 36,000 shares valued at $36.00; and Todd Broadway was
issued 36,000 shares valued at $36.00. The shares were issued for consulting
services.


                                       11
<PAGE>


On or about February 4, 1997, we issued 7 shares of our $0.001 par value common
stock to the following individuals in transactions which we believe satisfies
the requirements of that certain exemption from the registration and prospectus
delivery requirements of the Securities Act of 1933, which exemption is
specified by the provisions of Section 4(2) of the Securities Act of 1933, as
amended. The individuals, number of shares and value of the of the services
provided are as follows (all share amounts reflect the forward splits of 4000 to
1 and 3 to 1): Ladonna Richardson was issued 12,000 shares valued at $12.00; Ron
Terranova was issued 12,000 shares valued at $12.00; Arlin Mees was issued
12,000 shares valued at $12.00; Craig Johnson was issued 12,000 shares valued at
$12.00; Leta Christian was issued 12,000 shares valued at $12.00; Dave Cawthon
was issued 12,000 shares valued at $12.00; and Addie McConachie was issued
12,000 shares valued at $12.00. The shares were issued for consulting services.

On or about August 2, 2000, we issued 250,000 shares of our common stock for
$0.10 per share. The shares were issued in a transaction which we believe
satisfies the requirements of that certain exemption from the registration and
prospectus delivery requirements of the Securities Act of 1933, which exemption
is specified by the provisions of Section 4(2) of that act and Rule 506 of
Regulation D promulgated pursuant to that act by the Securities and Exchange
Commission. Specifically, the offer was made to "accredited investors", as that
term is defined under applicable federal and state securities laws, and no more
than 35 non-accredited investors. The value of the shares was arbitrarily set by
us and had no relationship to our assets, book value, revenues or other
established criteria of value. There were no commissions paid on the sale of
those shares. The net proceeds to us were $25,000. All three purchasers of
shares of our common stock were business associates, personal friends or family
members of our president, Carlton Fleming.

Item 6. Management's Discussion and Analysis of Financial Condition or Plan of
Operation.
-------------------------------------------------------------------------------

This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.

For the year ended December 31, 2001.

Liquidity and Capital Resources. We had cash of $68 as of December 31, 2001. As
of December 31, 2001, our total assets were $142,033. Our assets at December 31,
2001 consisted primarily of farm equipment valued at $89,612, buildings valued
at $26,653 and leasehold improvements valued at $52,746.

As of December 31, 2001, we had liabilities of $53,543. Our liabilities
consisted primarily of accrued expenses and a note payable to a related party.
At December 31, 2001, our assets exceeded our liabilities by $88,490.

Results of Operations.



                                       12
<PAGE>


Revenues. During the year ended December 31, 2001, we realized revenues of
$28,267 from consulting services provided by our president, Carlton Fleming.
During the year ended December 31, 2000, we realized revenues of $528,085 from
consulting services provided by our president, Carlton Fleming. The reduction in
revenues was primarily due to Mr. Fleming concentrating on pursuing our beef
export business and less emphasis on providing consulting services.

Operating Expenses. Our total expenses were $68,102 for the year ended December
31, 2001 compared to total expenses of $570,315 for the year ended December 31,
2000. Those expenses included, but were not limited to expenses for: consulting
expenses ($0 for 2001 and $94,264 for 2000); officer salary and expenses
($20,750 for 2001 and $343,072 for 2000); professional fees ($2,100 for 2001 and
$49,060 for 2000); and lease expense ($24,000 for 2001 and $33,455 for 2000).

For the year ended December 31, 2001, we experienced a net loss of $39,835
compared to a net loss of $42,230 for the year ended December 31, 2000. The
slight decrease in the net loss in 2001 compared to the net loss in 2000 was
primarily due to decreased expenses.

Plan of operation for the next twelve months.

Over the next twelve months we plan to focus on the following:


    o    Locating and negotiating purchase agreements with local vendors and
         meatpacking plants for the purpose of securing a supply commitment to
         meet our initial export requirements;


    o    Securing export contracts by finalizing negotiations and signing
         agreements with overseas buyers;


    o    Hiring and training staff to effectively and efficiently support the
         company function and operation activity; and


    o    Developing an internal control system and implement an information
         system.


Given our limited financial resources, in order to finance our developmental
activities over the next 12 months we will have to rely on any SBA loans that we
are able to arrange, government subsidies, sales of our securities and loans
from directors. As discussed above, we intend to apply for a SBA loan under the
International Trade Program.

We believe that we meet the requirements for obtaining a SBA International Trade
Assistant loan. As a result, we plan to initially seek a $375,000 loan and
anticipate that we may seek up to $1.2 million from the SBA for a combination of
fixed-asset (facilities and equipment) financing and Export Working Capital. We
are currently in the process of completing the SBA application and anticipate
submitting the application within the next two months. In general, the SBA can
guarantee up to $1,250,000 for a combination of fixed-asset (facilities and
equipment) financing and Export Working Capital Program ("EWCP") assistance. We
plan on initially applying for a $375,000 loan and may eventually apply for up
to $1,200,000 depending on our needs and financial condition.

In order to be eligible for an SBA loan, we must establish that the loan will
significantly expand or develop an export market, is currently adversely
affected by import competition, will upgrade equipment or facilities to improve
competitive position, or we must be able to provide a business plan that
reasonably projects export sales sufficient to cover the loan. The SBA decides
on a case-by-case basis. In order to determine eligibility, the SBA typically
reviews the corporate structure of the business, whether the business is truly a
"small business" and the proposes use of the loan proceeds. The SBA will look at
other less important factors depending on the particular business. The typical
terms of an SBA loan are: if term of loan is under seven years, maximum interest
rate not to exceed 2.25 percent over the prime rate; if term of the loan is
seven years or over, the maximum rate will not exceed 2.75 percent over the
prime rate.


                                       13
<PAGE>


We anticipate that we will need approximately $375,000 to begin exporting on a
limited basis. We expect the $375,000 will come from one, or a combination of,
the following sources: SBA loan (as discussed above), funds raised from the sale
of our capital stock and/or loans from our president, Carlton Fleming. Should we
be successful in obtaining a $375,000 loan, we anticipate that the funds will be
sufficient to finance our planned export activities for approximately 12 months
from the date we receive such loan. We anticipate that the $375,000 will allow
us to purchase a total of six beef shipments, one per week for six weeks. We
anticipate that we will have received payment for our first two to three
shipments by the time we ship our sixth shipment. We believe that the payment on
our first two to three shipments will be sufficient to funds subsequent
shipments. If we are not able to secure an SBA loan, we plan to raise the
$375,000 through private sales of our common stock. There is no guarantee that
we will be able to raise any or all of the $375,000 through the sale of our
stock. If we are not able to raise the entire amount through the sale of our
stock, we plan on seeking bank loans to cover the shortfall. We do not know
whether we will be able to arrange for loans on commercially reasonable terms,
or at all.

We plan on completing and submitting our loan application for the SBA loan
during the second quarter of 2002. If we are not able to obtain an SBA loan, we
plan to attempt to raise funds through the sale of our common stock soon after
we determine whether we will receive a SBA loan. During the time we are trying
to raise funds through the sale of our stock, we will also be completing
applications for bank loans. We anticipate that either one or a combination of
the aforementioned funding sources will result in our raising the initial
$375,000 needed to pay for the first six shipments of beef. However, there is no
guarantee that we will be able to raise sufficient funding. If we are not able
to raise sufficient funding through one or a combination of the aforementioned
sources, our ability to raise revenue will be adversely affected.

We anticipate that our president will assist us in paying our expenses until we
are able to raise additional working capital. We believe that our president will
assist in paying our expenses because he owns a significant percentage of our
issued and outstanding common stock. However, there is no guarantee that our
president will assist us in paying our expenses. He has not formally committed
to pay our expenses. As previously discussed, we are also in the process of
completing an application for a SBA loan. At this time the application has not
been submitted to the SBA for approval.

We cannot guaranty that we will have access to the capital markets in the
future, or that financing will be available on acceptable terms to satisfy our
cash requirements needed to implement our business strategies. Our inability to
access the capital markets or obtain acceptable financing could have a material
adverse effect on our ability to earn revenues. To the extent that additional
capital is raised through the sale of our capital stock, the issuance of such
securities could result in dilution of our stockholders. We cannot guaranty that
additional funding will be available on favorable terms. If adequate funds are
not available within the next 12 months, we may be required to limit our
proposed business or to obtain funds through entering into arrangements with
collaborative partners already in the beef export business.

We do not anticipate expending significant funds on marketing. However, we are
exploring the possibility of marketing and selling our proposed products over
the Internet. We have not yet formulated or finalized any plans, however, and
have not done a cost analysis as any such plans are extremely preliminary. We
anticipate that we will use $150,000 of the $375,000 for the purchase of beef
for export and the remainder for general working capital such as storage
expense, salaries, supplies, etc.

Pricing and expected revenues. The average price for the imported frozen bovine
meat in the UAE averaged $2.65 a pound, or $6,500 per metric ton. [material
omitted] Our final export price will depend upon the amount of subsidy provided
by the USDA under the existing bid and quota system. We will need additional
funds to implement our business plan. We are in the early stages of applying for
a $375,000 loan from the SBA's International Trade Loan Program. We may seek up
to $1,200,000 depending on our capital needs and financial condition. In our
opinion, based on a shipping time of approximately six weeks, and receipt of
payment for the product shipped, we believe that we will have the ability to
earn enough capital to move forward with our business strategy as soon as we
obtain the necessary funding. We can give no assurances that we will obtain
sufficient financing on terms favorable to us.



                                       14
<PAGE>


Item 7.  Financial Statements.
-------------------------------

Copies of the financial statements specified in Regulation 228.310 (Item 310)
are filed with this Annual Report on Form 10-KSB.


CLYDE BAILEY P.C.
-------------------------------------------------------------------------------
                                                    Certified Public Accountant
                                                       10924 Vance Jackson #404
                                                       San Antonio, Texas 78230
                                                           (210) 699-1287(ofc.)
                                           (888) 699-1287  (210) 691-2911 (fax)
                                                                        Member:
                                                    American Institute of CPA's
                                                         Texas Society of CPA's

Board of Directors
Cobra Financial Services Inc.

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

I have audited the accompanying balance sheet of Cobra Financial Services Inc.
(Company) as of December 31, 2001 and the related statement of operations,
statement of stockholders' equity, and the statement of cash flows for the years
ended December 31, 2001 and 2000. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards in
the United States. 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 the Company as of December 31, 2001
and the results of its operations and its cash flows for the years ended
December 31, 2001 and 2000 in conformity with generally accepted accounting
principles

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has suffered losses from operations that
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note 7. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty



                                Clyde Bailey P.C.
San Antonio, Texas
March 30, 2002



                                       15
<PAGE>




                         COBRA FINANCIAL SERVICES, INC.
                                  Balance Sheet
                             As of December 31, 2001

<TABLE>
<CAPTION>
              <S>                                                    <C>                  <C>
                                   A S S E T S
                                   -----------
    Current Assets
    --------------
            Cash                                                  $           68
                                                                  ---------------
                  Total Current Assets                                                         68
                                                                                   ---------------
    Fixed Assets
    ------------
            Farm  Equipment                                               89,612
            Buildings                                                     26,653
            Leasehold Improvements                                        52,746
                                                                  ---------------
                                                                         169,011
            Less: Accumulated Depreciation                               (29,328)
                                                                  ---------------
            Total Fixed Assets                                                            139,683
                                                                                   ---------------
    Other Assets:
    -------------
           Deferred Tax Benefit                                                             2,282
                                                                                   ---------------
            Total Assets                                                           $      142,033
                                                                                   ===============

                              L I A B I L I T I E S
                              ---------------------
    Current Liabilities
    -------------------
           Accrued Expenses                                               21,320
          Note Payable - Related Party                                    32,223
                                                                  ---------------
          Total Current Liabilities                                                        53,543
                                                                                   ---------------
          Total Liabilities                                                                53,543

Comitments and Contingencies                                                                    -

                      S T O C K H O L D E R S ' E Q U I T Y
                      -------------------------------------
Preferred Stock
  20,000,000 authorized shares, par value $.001
  no shares issued and outstanding

Common Stock                                                                               15,630
  100,000,000 authorized shares, par value $.001
  15,630,000 shares issued and outstanding

Additional Paid-in-Capital                                                                 14,330
Accumulated Surplus                                                                        58,530
                                                                                   ---------------
           Total Stockholders' Equity (Deficit)                                            88,490
                                                                                   ---------------
           Total Liabilities and Stockholders' Equity                              $      142,033
                                                                                   ===============
</TABLE>




                The accompanying notes are integral part of the
                       Consolidated Financial Statements.

                                       16
<PAGE>



                        COBRA FINANCIAL STATEMENTS, INC.
                             Statement of Operations


<TABLE>
<CAPTION>
              <S>                                                    <C>                <C>
                                                              --------------------------------------
                                                                       For the Years Ended
                                                                           December 31
                                                              --------------------------------------
                                                                    2001                2000
                                                              ------------------  ------------------
Revenues:
---------
Revenues                                                                 28,267             528,085
                                                              ------------------  ------------------
            Total Revenues                                    $          28,267   $         528,085

Expenses:
---------
Consulting Expenses                                                           -              94,264
Officer Salary and Expenses                                              20,750             343,072
Professional Fees                                                         2,100              49,060
Lease Expense                                                            24,000              33,455
Vehicle Expenses                                                            847              14,358
Property Taxes                                                                -               3,509
Depreciation Expense                                                     12,664              12,664
Utilities                                                                     -               1,647
Other Expenses                                                            7,741              18,286
                                                              ------------------  ------------------
             Total Expenses                                              68,102             570,315

Net Income (Loss) from Operations                             $         (39,835)  $         (42,230)

Provision for Income Taxes:
      Income Tax Benefit (Expense)                                       13,544              14,358
                                                              --------------------------------------
        Net Income (Loss)                                     $         (26,291)  $         (27,872)
                                                              ==================  ==================
Basic and Diluted Earnings Per Common Share                              (0.002)  $          (0.002)
                                                              ------------------  ------------------
Weighted Average number of Common Shares                             15,630,000          15,630,000
      used in per share calculations                          ==================  ==================
</TABLE>


      * - Retroactively Restated





                The accompanying notes are integral part of the
                       Consolidated Financial Statements.

                                       17
<PAGE>



                         COBRA FINANCIAL SERVICES, INC.
                        Statement of Stockholders' Equity



<TABLE>
<CAPTION>
            <S>                              <C>               <C>            <C>                <C>                 <C>
                                                             $0.001          Paid-In         Accumulated        Stockholders'
                                             Shares         Par Value        Capital           Surplus             Equity
                                          --------------  --------------  --------------   -----------------  ------------------
   Balance, December 31, 1999                 4,960,000           4,960               -             112,693             117,653

     July 2000
    Issuance of Common Stock for Cash           250,000             250          24,750                                  25,000

     October 2000
     Forward Stock Split 3/1                 10,420,000          10,420         (10,420)                                      -

   Net Income  (Loss)                                                                               (27,872)            (27,872)
                                          --------------  --------------  --------------   -----------------  ------------------
   Balance December 31, 2000                 15,630,000   $      15,630        $ 14,330    $         84,821   $         114,781
                                          ==============  ==============  ==============   =================  ==================
   Net Income  (Loss)                                                                               (26,291)            (26,291)
                                          --------------  --------------  --------------   -----------------  ------------------
   Balance December 31, 2001                 15,630,000   $      15,630        $ 14,330              58,530   $          88,490
                                          ==============  ==============  ==============   =================  ==================
</TABLE>





                The accompanying notes are integral part of the
                       Consolidated Financial Statements.

                                       18
<PAGE>



                         COBRA FINANCIAL SERVICES, INC.
                             Statement of Cash Flows

<TABLE>
<CAPTION>
                 <S>                                                      <C>                <C>
                                                                    ---------------------------------
                                                                           For the Year Ended
                                                                              December 31
                                                                    ---------------------------------
                                                                          2000             2000
                                                                    ----------------  ---------------
Cash Flows from Operating Activities:
-------------------------------------

       Net Income (Loss)                                            $       (26,291)  $      (27,872)

       Changes in operating assets and liabilities:
               Depreciation                                                  12,664           12,664
               Deferred Income Taxes                                        (13,544)         (21,023)
               Other Liabilities                                             21,320                -
                                                                    ----------------  ---------------
               Total Adjustments                                             20,440           (8,359)
                                                                    ----------------  ---------------
Net Cash Used in Operating Activities                               $        (5,851)  $      (36,231)

Cash Flows from Investing Activities:
-------------------------------------

       Fixed Assets                                                               -           (41,951)
                                                                    ----------------  ---------------
Net Cash Used in Investing Activities                               $             -   $       (41,951)
                                                                    ----------------  ---------------
Cash Flows from Financing Activities:
-------------------------------------

       Note Payable - Related Party                                           5,498            26,725
       Common Stock                                                               -            25,000
                                                                    ----------------  ---------------
Net Cash Provided for Financing Activities                          $         5,498   $        51,725
                                                                    ----------------  ---------------
Net Increase (Decrease) in Cash                                     $          (353)  $       (26,457)

Cash Balance,  Begin Period                                                     421            26,878
                                                                    ----------------  ---------------
Cash Balance,  End Period                                           $            68   $           421
                                                                    ================  ===============
Supplemental Disclosures:
       Cash Paid for interest                                                     -                 -
       Cash Paid for income taxes                                                 -                 -
</TABLE>




                The accompanying notes are integral part of the
                       Consolidated Financial Statements.

                                       19
<PAGE>




                         COBRA FINANCIAL SERVICES, INC.
                          Notes to Financial Statements



Note 1  -  Summary of Significant Accounting Policies
-----------------------------------------------------

Organization
------------

Cobra Financial Services Inc. ("the Company") was incorporated under the laws of
the State of Texas on September 16, 1996 for the purpose to promote and carry on
any lawful business for which a corporation may be incorporated under the laws
of the State of Texas. The company has a total of 100,000,000 authorized shares
with a par value of $.001 per share and with 15,630,000 shares issued and
outstanding as of December 31, 2001. On May 10, 2000, an amendment to the
Articles of Incorporation was filed with the Texas Secretary of State to
increase the authorized common share to 100,000,000, authorized 20,000,000 in
preferred stock, and change the par value to $.001 for both classes of stock.
Prior to 1999, the Company was involved in limited business consulting.

Revenue
-------

Revenue consists of general business consulting fees relating to services
performed by the Company. The Company records revenue when the service is
completed based on the accrual method of accounting.

During 2000, the Company adopted the U.S. Securities and Exchange Commission's
("SEC") Staff Accounting Bulletin 101, "Revenue Recognition" ("SAB 101"), which
provides guidance on the recognition, presentation, and disclosure of revenue in
financial statements filed with the SEC. The adoption of SAB 101 did not have a
material effect on the Company's business, financial condition, results of
operations or cash flows.

Fixed Assets
------------

Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.

         The estimated useful lives are as follows:

                             Farm Equipment                7 years
                             Leasehold Improvements       25 years
                             Buildings                    40 years

Depreciation expense for the years ended December 31, 2001 and 2000 was $12,664
and $12,664, respectively.

Federal Income Tax
------------------

The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the provisions of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities.



                                       20
<PAGE>


Note 1  -  Summary of Significant Accounting Policies (con't)
-------------------------------------------------------------

Use of 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 on
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 estimates.

Accounting Method
-----------------

The Company's financial statements are prepared using the accrual method of
accounting. Revenues are recognized when earned and expenses when incurred.
Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.

Earnings per Common Share
-------------------------

The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods.

Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.

Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive securities
having an anti-dilutive effect on diluted earnings per share are excluded from
the calculation.

Fair Value Of Financial Instruments
-----------------------------------

The carrying value of financial instruments including marketable securities,
notes and loans receivables, accounts payable and notes payable approximate
their fair values at December 31, 2001.

Long-Lived Assets
-----------------

Statement of Financial Accounting Standards No. 121 "Accounting for Impairment
of Long-Lived Assets to be Disposed of " requires, among other things,
impairment loss of assets to be held and gains or losses from assets that are
expected to be disposed of be included as a component of income from continuing
operations before taxes on income.

Comprehensive Income
--------------------

Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to



                                       21
<PAGE>


Note 1 - Summary of Significant Accounting Policies (con't)
-----------------------------------------------------------

owners. Among other disclosures, SFAS No.130 requires that all items that are
required to be recognized under current accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. The Company does not have any
assets requiring disclosure of comprehensive income.

Segments of an Enterprise and Related Information
-------------------------------------------------

Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does not believe it is
applicable at this time.

Recent Accounting Pronouncements
--------------------------------

Goodwill and Other Intangible Assets
In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Standards ("SFAS") No. 141, "Business Combinations" and No. 142,
"Goodwill and Other Intangible Assets". SFAS No. 141 established accounting and
reporting standards for business combinations and eliminates the
pooling-of-interests method of accounting for combinations for those
combinations initiated after July 1, 2001. SFAS No, 141 also includes new
criteria to recognize intangible assets separately from goodwill. SFAS No. 142
establishes the accounting and reporting standards from goodwill and intangible
lives. Goodwill and intangibles with indefinite lives will no longer be
amortized, but, alternatively will be reviewed periodically for indicators of
impairment. Separate intangible assets that are not deemed to have an indefinite
life will continue to be amortized over their useful lives. The Company does not
anticipate that the adoption of SFAS No. 141 and SFAS No. 142 will have a
significant effect on its results of operations or financial position.

Segments of an Enterprise and Related Information
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does not believe it is
applicable at this time.


                                       22
<PAGE>


Note 2  -  Common Stock
-----------------------

In May of 2000, the Company approved a 4000 to 1 forward split of the
outstanding common stock. At the time of the forward split there were a total of
1,240 shares outstanding.

In July of 2000, the Company completed a public offering that was offered
without registration under the Securities Act of 1933, as amended (the "Act"),
in reliance upon the exemption afforded be sections 4 (2) and 3(b) of the Act
and Regulation D, Rule 506 promulgated there under. The Company sold 250,000
shares of common stock at a price of $.10 per share for a total amount raised of
$25,000.

On the 12th day of October 2000, the Company approved a thee to one (3/1)
forward split of the outstanding stock. At the time of the forward split there
were a total of 5,210,000 shares outstanding.

Note 3  -  Related Parties
--------------------------

Officer Salary and Expenses - Carlton Fleming received salary and expenses in
the amount of $20,750 and $343,072 for the years ended December 31, 2001 and
2000, respectively.

Also, Carlton Fleming advanced the Company a total of $26,725 in 2000 and
another $5,498 in 2001 that is recorded as Note Payable - Related Party.

An officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may in the future become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts

Note 4 - Organization Costs
---------------------------

The Company has incurred legal, accounting and other formation costs. During the
years ended December 31, 2000 and 1999, these costs were charged to operations
in accordance with the American Institute of Certified Public Accountants'
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-up
Activities". It requires most start-up activities to be expenses to operations
as incurred.

Note 5 - Income Taxes
---------------------

Deferred income taxes arise from temporary differences resulting from the
Company's subsidiary utilizing the cash basis of accounting for tax purposes and
the accrual basis for financial reporting purposes. Deferred taxes are
classified as current or non-current, depending on the classification of the
assets and liabilities to which they relate. Deferred taxes arising from timing
differences that are not related to an asset or liability are classified as
current or non-current depending on the periods in which the timing differences
are expected to reverse. The Company's previous principal temporary differences
relate to revenue and expenses accrued for financial purposes, which are not
taxable for financial reporting purposes.


                                       23
<PAGE>


Note 6  -  Leases
-----------------

The Company leases 256 acres of farm land in Fannin County Texas for its planned
farming operations The lease dated August of 1999 calls for a monthly lease
payment of $2,000 per month and expires in April 2002. Although the initial
lease is to expire on April 30, 2001. The lease contains a provision under Item
38 the tenant has the option to renew the lease for 3 additional three year
terms. The Company also lease some equipment on a short-term or month-to-month
basis to improve the farm land. At December 31, 2001, future minimum lease
payments under these operating lease is as follows:

               2002                         20,000

Total rent expense for the year ended December 31, 2001 and 2000 was $24,000 and
$33,455, respectively. Although all of the payments have not been received a
total of $18,000 has been accrued for the year ended December 31, 2001.


Note 7 - Going Concern
----------------------

The accompanying financial statements have been prepared in conformity with
principles of accounting applicable to a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course of
business. The Company's revenue has decreased subsequent to the year ended
December 31, 2001 and has not yet generated sufficient working capital to
support its operations. The Company's ability to continue as a going concern is
dependent, among other things, on its ability to reduce certain costs, obtain
new contracts and additional financing and eventually, attaining a profitable
level of operations.

It is management's opinion that the going concern basis of reporting its
financial condition and results of operations is appropriate at this time. The
Company plans to increase cash flows and take steps towards achieving profitable
operations through its business plan, and through the merger with or acquisition
of profitable operations.

Note 8 - Notes Payable - Related Party
--------------------------------------

The major shareholder, Carlton Fleming has advanced the Company $32,223 as of
December 31, 2001. The note is classified as a current liability with a maturity
date of December 31, 2001 and does not contain an interest provision.

Note 9  -  Subsequent Events
----------------------------

There were no other material subsequent events that have occurred since the
balance sheet date that warrants disclosure in these financial statements.



                                       24
<PAGE>


                         COBRA FINANCIAL SERVICES, INC.
                                  Balance Sheet
                             As of December 31, 2000

<TABLE>
<CAPTION>
         <S>                                                            <C>               <C>
                                   A S S E T S
                                   -----------
    Current Assets
    --------------
            Cash                                                  $          421
                                                                  ---------------
                  Total Current Assets                                                        421
                                                                                   ---------------

    Fixed Assets
    ------------
            Farm  Equipment                                               89,612
            Buildings                                                     26,653
            Leasehold Improvements                                        52,746
                                                                  ---------------
                                                                         169,011
            Less: Accumulated Depreciation                               (16,664)
                                                                  ---------------

            Total Fixed Assets                                                            152,347
                                                                                   ---------------
            Total Assets                                                           $      152,768
                                                                                   ===============


                              L I A B I L I T I E S
                              ---------------------
    Current Liabilities
    -------------------
          Deferred Income Tax Payable                                     11,262
          Note Payable - Related Party                                    26,725
                                                                  ---------------
          Total Current Liabilities                                                        37,987
                                                                                   ---------------
          Total Liabilities                                                                37,987

Comitments and Contingencies                                                                    -


                      S T O C K H O L D E R S ' E Q U I T Y
                      -------------------------------------
Preferred Stock
  20,000,000 authorized shares, par value $.001
  no shares issued and outstanding

Common Stock                                                                               15,630
  100,000,000 authorized shares, par value $.001
  15,630,000 shares issued and outstanding

Additional Paid-in-Capital                                                                 14,330
Accumulated Surplus                                                                        84,821
                                                                                   ---------------
           Total Stockholders' Equity (Deficit)                                           114,781
                                                                                   ---------------
           Total Liabilities and Stockholders' Equity                              $      152,768
                                                                                   ===============
</TABLE>




                The accompanying notes are integral part of the
                       Consolidated Financial Statements.

                                       25
<PAGE>



                        COBRA FINANCIAL STATEMENTS, INC.
                             Statement of Operations


<TABLE>
<CAPTION>
             <S>                                            <C>               <C>
                                                    --------------------------------------
                                                             For the Years Ended
                                                                December 31
                                                    --------------------------------------
                                                          2000                1999
                                                    ------------------  ------------------
Revenues:
---------
Revenues                                                      528,085             215,643
                                                    ------------------  ------------------

            Total Revenues                          $         528,085   $         215,643

Expenses:
---------
Consulting Expenses                                            94,264              23,731
Officer Salary and Expenses                                   343,072              44,678
Professional Fees                                              49,060               7,337
Lease Expense                                                  33,455              12,290
Vehicle Expenses                                               14,358              12,195
Property Taxes                                                  3,509                 699
Depreciation Expense                                           12,664               4,000
Utilities                                                       1,647               2,408
Other Expenses                                                 18,286              13,350
                                                    ------------------  ------------------
             Total Expenses                                   570,315             120,688

Net Income (Loss) from Operations                   $         (42,230)  $          94,955

Provision for Income Taxes:
      Income Tax Benefit (Expense)                             14,358             (32,285)
                                                    --------------------------------------
        Net Income (Loss)                           $         (27,872)  $          62,670
                                                    ==================  ==================
Basic and Diluted Earnings Per Common Share                       Nil                 Nil
                                                    ------------------  ------------------
Weighted Average number of Common Shares                   15,255,000          14,880,000
      used in per share calculations  *             ==================  ==================
</TABLE>

      * - Retroactively Restated





                The accompanying notes are integral part of the
                       Consolidated Financial Statements.

                                       26
<PAGE>



                         COBRA FINANCIAL SERVICES, INC.
                        Statement of Stockholders' Equity
                             As of December 31, 2000


<TABLE>
<CAPTION>
            <S>                                 <C>                <C>           <C>                <C>               <C>
                                                                 $0.001         Paid-In         Accumulated      Stockholders'
                                               Shares          Par Value        Capital           Surplus            Equity
                                           ---------------  ---------------  --------------   -----------------  ---------------
   Balance, January 1, 1999                         1,240   $            1   $       4,959    $         50,023   $       54,983

   Net Income  (Loss)                                                                                   62,670           62,670
                                           ---------------  ---------------  --------------   -----------------  ---------------
   Balance, December 31, 1999                       1,240                1           4,959             112,693          117,653

      May 2000
     Forward Stock Split 4000/1                 4,958,760            4,959          (4,959)
     July 2000

    Issuance of Common Stock for Cash             250,000              250          24,750                               25,000

     October 2000
     Forward Stock Split 3/1                   10,420,000           10,420         (10,420)                                   -

   Net Income  (Loss)                                                                                  (27,872)         (27,872)
                                           ---------------  ---------------  --------------   -----------------  ---------------
   Balance December 31, 2000                   15,630,000   $       15,630   $      14,330    $         84,821   $      114,781
                                           ===============  ===============  ==============   =================  ===============
</TABLE>





                The accompanying notes are integral part of the
                       Consolidated Financial Statements.

                                       27
<PAGE>





                         COBRA FINANCIAL SERVICES, INC.
                             Statement of Cash Flows

<TABLE>
<CAPTION>
                     <S>                                                  <C>                 <C>
                                                                  --------------------------------------
                                                                           For the Year Ended
                                                                              December 31
                                                                  --------------------------------------
                                                                         2000                1999
                                                                  ------------------  ------------------

    Cash Flows from Operating Activities:
    -------------------------------------

         Net Income (Loss)                                        $         (27,872)  $          62,670

         Changes in operating assets and liabilities:
                  Depreciation                                               12,664               4,000
                  Deferred Income Taxes                                     (21,023)             32,285
                  Other Liabilities                                               -                   -
                                                                  ------------------  ------------------
                  Total Adjustments                                          (8,359)             36,285
                                                                  ------------------  ------------------
    Net Cash Used in Operating Activities                         $         (36,231)  $          98,955

    Cash Flows from Investing Activities:
    -------------------------------------

         Fixed Assets                                                       (41,951)           (127,060)
                                                                  ------------------  ------------------
    Net Cash Used in Investing Activities                         $         (41,951)  $        (127,060)
                                                                  ------------------  ------------------
    Cash Flows from Financing Activities:
    -------------------------------------

         Note Payable - Related Party                                        26,725              54,983
         Common Stock                                                        25,000                   -
                                                                  ------------------  ------------------
    Net Cash Provided for Financing Activities                    $          51,725   $               -
                                                                  ------------------  ------------------
    Net Increase (Decrease) in Cash                               $         (26,457)  $         (28,105)

    Cash Balance,  Begin Period                                              26,878                   -
                                                                  ------------------  ------------------
    Cash Balance,  End Period                                     $             421   $           26,878
                                                                  ==================  ==================

    Supplemental Disclosures:
         Cash Paid for interest                                                   -                   -
         Cash Paid for income taxes                                               -                   -
</TABLE>






                The accompanying notes are integral part of the
                       Consolidated Financial Statements.

                                       28
<PAGE>




                         COBRA FINANCIAL SERVICES, INC.
                          Notes to Financial Statements



Note 1  -  Summary of Significant Accounting Policies
-----------------------------------------------------

Organization
------------

Cobra Financial Services Inc. ("the Company") was incorporated under the laws of
the State of Texas on September 16, 1996 for the purpose to promote and carry on
any lawful business for which a corporation may be incorporated under the laws
of the State of Texas. The company has a total of 100,000,000 authorized shares
with a par value of $.001 per share and with 15,630,000 shares issued and
outstanding as of December 31, 2000. On May 10, 2000, an amendment to the
Articles of Incorporation was filed with the Texas Secretary of State to
increase the authorized common share to 100,000,000, authorized 20,000,000 in
preferred stock, and change the par value to $.001 for both classes of stock.
Prior to 1999, the Company was involved in limited business consulting.

Revenue
-------

Revenue consists of general business consulting fees relating to services
performed by the Company. The Company records revenue when the service is
completed based on the accrual method of accounting.

During 2000, the Company adopted the U.S. Securities and Exchange Commission's
("SEC") Staff Accounting Bulletin 101, "Revenue Recognition" ("SAB 101"), which
provides guidance on the recognition, presentation, and disclosure of revenue in
financial statements filed with the SEC. The adoption of SAB 101 did not have a
material effect on the Company's business, financial condition, results of
operations or cash flows.

Fixed Assets
------------

Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.

The estimated useful lives are as follows:

                           Farm Equipment                 7 years
                           Leasehold Improvements        25 years
                           Buildings                     40 years

Depreciation expense for the years ended December 31, 2000 and 1999 was $12,664
and $4,000, respectively.

Federal Income Tax
------------------

The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the provisions of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities.


                                       29
<PAGE>


Note 1  -  Summary of Significant Accounting Policies (con't)
-------------------------------------------------------------

Use of 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 on
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 estimates.

Accounting Method
-----------------

The Company's financial statements are prepared using the accrual method of
accounting. Revenues are recognized when earned and expenses when incurred.
Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.

Earnings per Common Share
-------------------------

The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods.

Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.

Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive securities
having an anti-dilutive effect on diluted earnings per share are excluded from
the calculation.

Fair Value Of Financial Instruments
-----------------------------------

The carrying value of financial instruments including marketable securities,
notes and loans receivables, accounts payable and notes payable approximate
their fair values at December 31, 2000.

Long-Lived Assets
-----------------

Statement of Financial Accounting Standards No. 121 "Accounting for Impairment
of Long-Lived Assets to be Disposed of " requires, among other things,
impairment loss of assets to be held and gains or losses from assets that are
expected to be disposed of be included as a component of income from continuing
operations before taxes on income.

Comprehensive Income
--------------------

Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to


                                       30
<PAGE>

Note 1  -  Summary of Significant Accounting Policies (con't)
-------------------------------------------------------------

owners. Among other disclosures, SFAS No.130 requires that all items that are
required to be recognized under current accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. The Company does not have any
assets requiring disclosure of comprehensive income.

Segments of an Enterprise and Related Information
-------------------------------------------------

Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does not believe it is
applicable at this time.

Recent Accounting Pronouncements
--------------------------------

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Investments
and Hedging Activities" ("SFAS No 133") which establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair value.
The statement also requires that changes in the derivative's fair value be
recognized in earnings unless specific hedge accounting criteria are met. SFAS
No. 133, as extended by SFAS No. 137 and amended by SFAS No. 138, is effective
for the first quarter of 2001 all fiscal quarters beginning after June 15, 2000.
The Company does not expect adoption of SFAS No. 133 to have an effect on its
financial statements.

In December 1999, the Securities and Exchange Commission issues Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101, which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements of all public registrants. The provisions of SAB 101 are
effective for transactions beginning in fiscal year after September 30, 2000.
The Company does not expect adoption of SAB 101 to have an effect on its
financial statements.


                                       31
<PAGE>

Note 2  -  Common Stock
------------------------

In May of 2000, the Company approved a 4000 to 1 forward split of the
outstanding common stock. At the time of the forward split there were a total of
1,240 shares outstanding.

In July of 2000, the Company completed a public offering that was offered
without registration under the Securities Act of 1933, as amended (the "Act"),
in reliance upon the exemption afforded be sections 4 (2) and 3(b) of the Act
and Regulation D, Rule 506 promulgated there under. The Company sold 250,000
shares of common stock at a price of $.10 per share for a total amount raised of
$25,000.

On the 12th day of October 2000, the Company approved a thee to one (3/1)
forward split of the outstanding stock. At the time of the forward split there
were a total of 5,210,000 shares outstanding.

Note 3  -  Related Parties
--------------------------

Officer Salary and Expenses - Carlton Fleming received salary and expenses in
the amount of $343,072 and $44,678 for the years ended December 31, 2000 and
1999, respectively.

Also, Carlton Fleming advanced the Company a total of $26,725 in 2000 that is
recorded as Note Payable - Related Party.

The company neither owns nor leases any real property. An officer of the
corporation provides office services without charge. Such costs are immaterial
to the financial statements and accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business
activities and may in the future become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts

Note 4 - Organization Costs
---------------------------

The Company has incurred legal, accounting and other formation costs. During the
years ended December 31, 2000 and 1999, these costs were charged to operations
in accordance with the American Institute of Certified Public Accountants'
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-up
Activities". It requires most start-up activities to be expenses to operations
as incurred.

Note 5 - Income Taxes
---------------------

Deferred income taxes arise from temporary differences resulting from the
Company's subsidiary utilizing the cash basis of accounting for tax purposes and
the accrual basis for financial reporting purposes. Deferred taxes are
classified as current or non-current, depending on the classification of the
assets and liabilities to which they relate. Deferred taxes arising from timing
differences that are not related to an asset or liability are classified as
current or non-current depending on the periods in which the timing differences
are expected to reverse. The Company's previous principal temporary differences
relate to revenue and expenses accrued for financial purposes, which are not
taxable for financial reporting purposes.


                                       32
<PAGE>


Note 6  -  Leases
-----------------

The Company leases 256 acres of farm land in Fannin County Texas for its planned
farming operations The lease dated August of 1999 calls for a monthly lease
payment of $2,000 per month and expires in April 2002. Although the initial
lease is to expire on April 30, 2001. The lease contains a provision under Item
38 the tenant has the option to renew the lease for 3 additional three year
terms. The Company also lease some equipment on a short-term or month-to-month
basis to improve the farm land. At December 31, 2000, future minimum lease
payments under these operating lease is as follows:

                                    2001                      $ 24,000
                                    2002                        20,000

Total rent expense for the year ended December 31, 2000 is $ 33,455.

Note 7 - Going Concern
----------------------

The accompanying financial statements have been prepared in conformity with
principles of accounting applicable to a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course of
business. The Company's revenue has decreased subsequent to the year ended
December 31, 2000 and has not yet generated sufficient working capital to
support its operations. The Company's ability to continue as a going concern is
dependent, among other things, on its ability to reduce certain costs, obtain
new contracts and additional financing and eventually, attaining a profitable
level of operations.

It is management's opinion that the going concern basis of reporting its
financial condition and results of operations is appropriate at this time. The
Company plans to increase cash flows and take steps towards achieving profitable
operations through its business plan, and through the merger with or acquisition
of profitable operations.

Note 8 - Notes Payable - Related Party
--------------------------------------

The major shareholder, Carlton Fleming has advanced the Company $26,725 as of
December 31, 2000. The note is classified as a current liability with a maturity
date of December 31, 2001 and does not contain an interest provision.


Note 9  -  Subsequent Events
----------------------------

There were no other material subsequent events that have occurred since the
balance sheet date that warrants disclosure in these financial statements.


                                       33
<PAGE>


Item 8.  Changes in and Disagreements with Accountants.
-------------------------------------------------------

There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.
----------------------------------------------------------------------

Our directors and principal executive officers are as specified on the following
table:

======================== ============ ========================================
            Name             Age                         Position
------------------------ ------------ ----------------------------------------
Carlton Fleming               39      president, director
------------------------ ------------ ----------------------------------------
Dane Mc Daniel                32      secretary, treasurer, director
------------------------ ------------ ----------------------------------------
Casey Boaz                    30      director
======================== ============ ========================================

Mr. Carlton Fleming, age 39, is our president and a member of our board of
directors. Mr. Fleming has held this position since the company's inception.
From 1987 until 1992, Mr. Fleming was a branch manager for J.W. Gant, a
securities broker-dealer. From 1992 until 1996, Mr. Fleming was the branch
manager for LaJolla Capital Corporation, a securities broker-dealer, until he
co-founded Lloyd Wade Securities, Inc. Mr. Fleming retired from the securities
industry in 1996. Since his retirement, Mr. Fleming has held the position of
president of D & C Holdings, a privately held Texas corporation that conducted
business as a pre-owned automobile dealer, and R & F Enterprises, Inc., a
privately held Texas corporation that owned multiple health and tanning salons.
Mr. Fleming currently dedicates 100% of his time to our business.

Mr. Dane McDaniel, age 32, is our secretary, treasurer and a member of our board
of directors. Mr. McDaniel has been an officer and director of the company since
1997. From 1992 until present, Mr. McDaniel has held various positions with
Hussmann Manufacturing, a company that manufactures refrigerated coolers. Mr.
McDaniel does free-lance accounting and bookkeeping for various companies. Mr.
McDaniel dedicates approximately 20 hours per week to the operations of the
company.

Mr. Casey Boaz, age 30, is a member of our board of directors. Mr. Boaz was also
one of our original founders. He has 7 distinguished years of service in the
United States Navy from 1989-1996. Mr. Boaz is also a Gulf War veteran. In 1996,
he earned a BS/BA in management from Troy State University. Mr. Boaz has
experience in estate planning and trust preparation, investment banking and
auditing. From 1997 to 1999, he was with Metlife where he held a Series 6
license and an insurance license and provided financial planning services to
Metlife clients, including, but not limited to, advice on retirement planning,
401K plans and life insurance policies. From 1999 to 2000, Mr. Boaz was with
Union Planners Investments where he held a Series 6, 7 and insurance license and
provided Union Planners Investments' clients with financial planning services,
including, but not limited to, advice on retirement planning, 401K plans and
life insurance policies. He was employed with First Star Bank from 2000, where
he held a Series 6, 7 and insurance license and provided financial planning
services to First Star Bank's clients, including, but not limited to, advice on
retirement planning, 401K plans and life insurance policies. Mr. Boaz purchased
his current business in early 2001. He currently owns and operates Cole
Youngers, a hardware and lumber company in southern Missouri. Mr.Boaz dedicates
approximately 20 hours per week to our operations.

There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining any of our officers or directors from engaging in or continuing any
conduct, practice or employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security, or any aspect of the securities business or of theft or of any felony.
Nor are any of the officers or directors of any corporation or entity affiliated
with us so enjoined.


                                       34
<PAGE>


Our directors will serve until the next annual meeting of stockholders. Our
executive officers are appointed by our Board of Directors and serve at the
discretion of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance. We believe that our
officers, directors, and principal shareholders have not filed all reports
required to be filed on, respectively, a Form 3 (Initial Statement of Beneficial
Ownership of Securities), a Form 4 (Statement of Changes of Beneficial Ownership
of Securities), or a Form 5 (Annual Statement of Beneficial Ownership of
Securities).

Item 10.  Executive Compensation
----------------------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our board of directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

Summary Compensation Table. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our Chief
Executive Officer and our other executive officers during the year ending
December 31, 2001. Our Board of Directors may adopt an incentive stock option
plan for our executive officers which would result in additional compensation.
<TABLE>
<CAPTION>
            <S>                         <C>         <C>           <C>             <C>                  <C>
===================================== ======== ================ ========= ===================== =====================
Name and Principal Position            Year        Annual       Bonus         Other Annual           All Other
                                                 Salary and       ($)       Compensation ($)        Compensation
                                                 expenses($)
------------------------------------- -------- ---------------- --------- --------------------- ---------------------
Carlton Fleming, president            2000        $343,072        None            None                  None
------------------------------------- -------- ---------------- --------- --------------------- ---------------------
                                      2001         $20,750        None            None                  None
------------------------------------- -------- ---------------- --------- --------------------- ---------------------
Dane McDaniel, secretary, treasurer   2000          None          None            None                  None
------------------------------------- -------- ---------------- --------- --------------------- ---------------------
                                      2001          None          None            None                  None
===================================== ======== ================ ========= ===================== =====================
</TABLE>

Compensation of Directors. Our directors who are also our employees receive no
extra compensation for their service on our board of directors.

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

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of June 6, 2002 by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.


                                       35
<PAGE>


<TABLE>
<CAPTION>
        <S>                             <C>                                  <C>                                 <C>
======================= ======================================== ==================================== ===========================
    Title of Class                 Name and Address               Nature of Ownership and Number of        Percentage of Class
                                  of Beneficial Owner                       Shares Owned
----------------------- ---------------------------------------- ------------------------------------ ---------------------------
Common Stock            Carlton Fleming
Par Value $.001         3020 Legacy Drive,Suite 100, Plano,               12,000,000 shares                       76.8%
                        Texas 75023                                      President, Director
----------------------- ---------------------------------------- ------------------------------------ ---------------------------
Common Stock            Dane McDaniel
Par Value $.001         17 Belaire Ct.                                     168,000 shares                           1%
                        Truesdale,  MO 63383                       Secretary, Treasurer, Director
----------------------- ---------------------------------------- ------------------------------------ ---------------------------
Common Stock            Casey Boaz
Par Value $.001         RR1 Box 45B                                        168,000 shares                           1%
                        Birchtree, MO. 65438                                  Director
----------------------- ---------------------------------------- ------------------------------------ ---------------------------
Common Stock            All Officers and Directors as a Group                                                     78.9%
Par Value $.001                                                           12,336,000 shares
======================= ======================================== ==================================== ===========================
</TABLE>
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.

Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

Item 12.  Certain Relationships and Related Transactions.
---------------------------------------------------------

Related Party Transactions. There have been no related party transactions,
except for the following:

We lease 256 acres of land from our president, Mr. Carlton Fleming, for a fee of
$2,000 per month. Mr. Chichakli, one of our shareholders, provides office space
to us at no charge.

Our president, Carlton Fleming, has advanced the Company $32,223 as of December
31, 2001. The debt to Mr. Fleming has been classified as a current liability
with a maturity date of December 31, 2002 and does not contain an interest
provision. We have used the funds for general working capital.

In the opinion of management, we believe that the terms of the transactions
discussed in this section were as favorable for the company as what could have
been obtained from unrelated third parties through arms-length negotiations.

With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

    o    disclosing such transactions in prospectuses where required;
    o    disclosing in any and all filings with the Securities and Exchange
         Commission, where required;
    o    obtaining disinterested directors consent; and
    o    obtaining shareholder consent where required.

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

(a) Exhibit No.
---------------

3.1                        Articles of Incorporation*
                           (Charter Document)

3.2                        Bylaws*

* Included in the registration statement on Form 10-SB filed on June 5, 2001.

(b) Reports on Form 8-K
-----------------------

No reports on Form 8-K were filed during the period covered by this annual
report on Form 10-KSB.


                                       36
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Dallas, Texas, on June 6, 2002.

                       Cobra Financial Services, Inc.
                       a Texas corporation


                       By:    /s/ Carlton Fleming
                              -----------------------------------------
                              Carlton Fleming
                       Its:   president, chief executive officer and a director



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 on the
dates indicated.


Cobra Financial Services, Inc.



By:      /s/ Carlton Fleming                                  June 6, 2002
         --------------------------------------------
         Carlton Fleming

Its:     president, chief executive officer and a director



By:      /s/ Dane McDaniel                                    June 6, 2002
         --------------------------------------------
         Dane McDaniel

Its:     secretary, treasurer, principal financial officer and a director



By:      /s/ Casey Boaz                                       June 6, 2002
         --------------------------------------------
         Casey Boaz

Its:     director