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, 2002
                                          -----------------

[ ] 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: 000-33313

                             SZM Distributors, Inc.
                             ----------------------
             (Exact name of registrant as specified in its charter)

Nevada                                                               95-4868287
------                                                               ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

120 Savona Walk, Long Beach, California                                   90803
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                 (714) 473.0803
                                 --------------
              (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.  [X] Yes  [ ]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. $0

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 April 11, 2003, approximately $0.

As of April 11, 2003, there were 42,837,000 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



                                       1
<PAGE>





                                     PART I

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

Our Background. We were incorporated in Nevada on May 25, 2001.

Our Business. Our principal business activities include the distribution and
sale of novelty products, which are developed and manufactured by third parties.
We currently sell and distribute plush toys, disposable pocket binoculars and
bobblehead dolls. We believe that our primary target market will consist of
corporate, professional and collegiate entities that engage in the promotion,
coordination or sponsorship of various events. We have recently generated some
revenues from the sale of plush toys and bobblehead dolls and we hope that we
will begin to generate significant revenues.

To effectuate our business plan during the next three to six months, we must
market our products. We believe that we will use some of the proceeds generated
from this offering as well as revenues generated from sales of our products to
pay for our proposed marketing activities. If we are unable to generate revenues
necessary or obtain additional working capital to pay for our development, we
anticipate that our president, director and principal shareholder, Nicole
Sherman, will contribute funds to pay our expenses. Our belief that Ms. Sherman
will pay our expenses is based on the fact that Ms. Sherman has a significant
equity interest in us. We believe that Ms. Sherman will continue to pay our
expenses as long as she maintains a significant equity interest in us. We do not
have any agreement, understanding or arrangement with Ms. Sherman to pay our
expenses.

Any revenues generated will be used to develop sales and promotional materials
as well as marketing expenses related to meeting with potential customers. Our
management has recently begun marketing and promoting our novelty products by
attempting to schedule in person meetings with potential customers to display
those products and demonstrate their capabilities.

If we are unable to raise capital or generate revenues to pay for our proposed
marketing activities, we hope that we will continue to market our novelty
products by in person meetings with event coordinators of various sporting
activities. Our failure to pay for our marketing activities could result in our
inability to meet the objectives of our business plan within the next six
months.

Our Products. We currently sell and distribute disposable pocket binoculars,
plush toys and bobblehead dolls. To date we have sold approximately 5,000 plush
toys for approximately $.0.30 per toy, or $1,500, and 625 bobblehead dolls for
approximately $4.00 per doll, or $2,500. We have not had any sales of our
disposable pocket binoculars to date.

Binoculars are typically identified by two numerical specifications. The first
number signifies the magnification power and the second identifies the objective
lens diameter in millimeters. The products that we sell and distribute include
disposable binocular products. These compact binoculars can easily fit into your
palm or pocket and provide crisp and true colored images. Our disposable
binoculars are significantly less costly to manufacture because they are
unusually constructed from paper or plastic materials and low-grade optics. The
cost of manufacturing one unit of our disposable binoculars is approximately
$0.18, therefore enabling us to wholesale the product at approximately $2.00 to
$1.60 per unit. Our disposable binoculars range from 3x21 to 4x25 and are
constructed from plastic or card paper. Our disposable binoculars are offered in
a variety of designs and typically adjustable and collapsible.

Pocket and disposable binocular products are to be used at various sightseeing
and sporting events, including but not limited to football, baseball and
basketball games. We intend to market our products to corporations, professional
and collegiate athletic teams and stadiums as well as other interested parties.
Our products are intended for occasional use and designed to be lightweight and
inexpensive.

We purchase and distribute small plush "beanie" type bears and resell them to
crane amusement game operators. Crane amusement games, which are placed in
arcades and bowling alleys, are coin-operated games that consist of a metallic
claw suspended in a glass enclosure above a pile of various plush toys. The game
operator manipulates the claw over the plush toys to grab as many toys as
possible within a given time frame.



                                       2
<PAGE>





We recently increased our product offerings by selling and distributing
bobblehead dolls. We intend to market our line of bobblehead "sport figure"
dolls to various sports arenas, football stadiums, baseball parts, and
racetracks as a promotional giveaway. Our other lines of bobblehead dolls are
expected to be marketed through various regional food chains stores, retail
craft stores and selected gift shops. In early November 2001, we intend to offer
the "American Christmas Collection" which will feature bobblehead Rudolph,
Frosty, and Santa Claus dolls. In late November 2001, we intend to offer the
"NFL Quarterback Series" which includes bobblehead Joe Montana, and Dan Marino
figures. Our Joe Montana figure will be manufactured for promotional use only
and is part of our limited edition bobblehead collection. Therefore, production
of our Joe Montana will be restricted to only 3,000 figures.

In light of the terrorists' acts on September 11, 2001, we also intend to offer
a "Patriotic Series" of bobblehead dolls. We intend to donate a portion of the
proceeds to the families of the victims of the New York City, Washington D.C.
and Pennsylvania tragedies. This series is currently under development and is
expected to include figures of President George W. Bush, the Statute of Liberty,
Uncle Sam, FDNY firefighter, and NYPD police officer. We have not yet
established an anticipated release date for this product because it is currently
under development.

Distribution. Our current method of distribution is direct sales by Nicole
Sherman, our president, and Jeff Hoss, our treasurer. Any orders that we receive
currently are shipped via U.S. mail. We also may use major shipping companies,
such as Federal Express or United Parcel Service. We believe that we can
distribute our products at various sporting events, food chain stores and retail
craft and gift locations.

Our Website www.szmdistributors.com is under development. We intend to develop
our website to display pictures of the pocket and disposable binocular products
that we sell and distribute. If we generate revenues, we intend to further
develop the website to market the products that we sell.

Our Target Markets and Marketing Strategy. We believe that our primary target
market will consist of corporate, professional and collegiate entities that
engage in the promotion, coordination or sponsorship of various musical,
sporting or other related activities that may permit for the magnification of
distant objects. For example, sporting events such as football, baseball, and
basketball games, as well as horseracing, automotive racing events and musical
concerts are activities that promote the use of binoculars.

We intend to target corporate, professional and collegiate entities that desire
to purchase and resell our compact binoculars for use general purposes, as well
as specialty promotional products or gifts. Higher quality, power and cost
binoculars have typically been marketed and distributed through camera stores,
discount department stores, and sports/hunting stores, however, we believe that
the unique compact, disposable and low cost features of our product would be
unsuccessful in such traditional channels. We believe that the relative quality
and cost of our products will entice spectators who attend these events to
purchase our products. Depending on the success of our products, we may target
discount retail mass merchandisers and distributors, such as Wal-Mart, Target
and K-Mart.

Our initial market strategy for sales of our plush toys will focus on the crane
amusement game industry. We may, however, expand our distribution to allow for
our plush products to be marketed as a promotional product. We believe that
corporate, professional and collegiate entities may purchase our plush toys with
their respective logo or crest to be used as promotional products for their
organizations. We intend to market our plush toys together with our binoculars
and bobblehead dolls to those potential customers.

We believe that in-stadium give-away bobblehead dolls become instant
collectibles and often show up in online auctions within hours after teams give
them away. We intend to target corporate, professional and collegiate entities
that desire to purchase our bobblehead dolls as promotional items. We intend to
market our bobblehead dolls to those potential customers by showing how value
for collectibles can be achieved by:




                                       3
<PAGE>





     o    creating a limited number of each figure;
     o    distributing each toy exclusively on a single day during an in-stadium
          promotion; and
     o    custom-packaging many of the dolls with a game date.

Growth Strategy. Our objective is to become a dominant provider of low cost
pocket and disposable binoculars, plush toys and bobblehead dolls. Our strategy
is to continue providing clients with exceptional personal service and low cost
pocket and disposable binocular products, plush toys and bobblehead dolls. Key
elements of our strategy include:

     o    negotiate distribution agreements with third party manufacturers for
          compact pocket and disposable binoculars, plush toys and bobblehead
          dolls;
     o    increase our relationships with businesses;
     o    increase our relationships with third party providers of pocket and
          disposable binoculars, plush toys and bobblehead dolls;
     o    provide additional services for businesses and consumers; and
     o    pursue relationships with joint venture candidates. We will attempt to
          establish joint ventures with companies that will support our business
          development. For example, a potential joint venture candidate could
          include a manufacturer of optical lens because pocket and disposable
          binoculars use various grades of optics for magnification purposes.

Our Supplier. The disposable binoculars and plush toys that we sell and
distribute are supplied by USA Sports Marketing, Inc. and PBI, Inc. Dreams, Inc.
supplies the bobblehead dolls that we sell and distribute. Dreams, Inc.
manufactures licensed merchandise of the National Football League, National
Basketball Association, Major League Baseball and the National Hockey League. We
do not currently have a written agreement with any of those suppliers. Those
suppliers have no obligation to supply disposable binoculars, plush toys or
bobblehead dolls to us and, therefore, they may terminate our relationship at
any time. We do not currently have any other relationships with additional
suppliers of disposable binoculars, plush toys or bobblehead dolls. If we
generate significant revenues, we anticipate that we will be able to develop
relationships with additional suppliers so that we will have alternative
suppliers in the event that our current suppliers do not desire or are unable to
supply a sufficient amount of products to meet our anticipated customer's
requirements. We also plan to enter arrangements with other suppliers to
diversify our product offerings.

Our operations to date have been focused on developing relationships with
various suppliers and manufacturers of disposable binoculars, plush toys and
bobblehead dolls. As a result of developing those relationships, we believe that
we will enter into written distribution agreements and generate revenues in the
next twelve months.

Our Competition. Competition in the novelty products industry is intense. Our
target markets primarily consists of sponsors, promoters and coordinators of
spectator events who may desire to sell our products to spectators or give them
away as promotional items. We compete directly with other companies and
businesses that have developed and are in the process of developing similar
products which are functionally equivalent or similar to the our products. For
example, other larger competitors' have entry-level compact binoculars which are
similar to the compact binoculars that we sell. Those binoculars are
inexpensive, yet still provide the user the ability to magnify images by three
to four times greater than the human eye could see without the assistance of
binoculars. Those binoculars are designed to be sold at low cost, yet still
provide quality optics. We expect that these competitors who have developed
similar compact binocular and optical products will market those products to our
target customers, which will significantly affect our ability to compete.

In the binocular market, we compete with Tasco, Bushnell, Nikon Inc., Canon
Inc., Minolta Camera, Co., Ltd., Pentax Corporation and various smaller
manufacturers and resellers, including KentVision, Inc., Sino Sourcing Inc.,
Vastfame Camera Ltd. (H.K.), and Fuzhou Fuhua Optics Ltd. Many of these
competitors in the binocular market have significantly greater brand name
recognition and financial and technical resources than we do, and many have
long-standing positions, customer relationships and established brand names in
their respective markets. In addition, some of our current and potential
competitors in the binocular market may possess greater financial or technical
resources and competitive cost advantages due to a number of factors, including,
without limitation, lower taxes and substantially lower costs of labor
associated with manufacturing.




                                       4
<PAGE>






We currently have no market share in our primary target markets of sponsors,
promoters and coordinators of spectator events who may desire to sell our
compact binoculars products to spectators or who may desire to distribute our
products as promotional or specialty products. We believe we can gain shares in
these markets as a low cost competitor.

We compete in a discrete area of the plush toy market and principally market our
services to crane amusement game suppliers and distributors. In this market we
compete with King Plush, which specializes in the design, manufacturing,
importing, exporting and distribution of high quality plush toys. King Plush is
known worldwide and provides quality, licensed and non-licensed stuffed toys. We
also compete with Plush Appeal, LLC, a manufacturer and direct importer of
quality plush toys, including stuffed animals, customized plush prepacks, key
chains and novelties for crane amusement games of all sizes. In addition to
supplying crane operators with plush toys, Plush Appeal supplies licensed and
sports merchandise, as well as promotional plush toys.

In 1999, the revival of the bobbing-head figures from the 1960s caught hold in
baseball stadiums. Spearheading the bobblehead doll trend was Bensussen Deutsch
& Associates, or BD&A, the largest sports promotion agency in the United States.
BD&A is our largest competitor and now the leading designer, creator and
supplier of in-stadium bobblehead collectibles and promotions for various Major
League Baseball teams.

Our Intellectual Property. We do not presently own any patents, trademarks,
licenses, concessions or royalties. Our success may depend in part upon our
ability to preserve our trade secrets, obtain and maintain patent protection for
our technologies, products and processes, and operate without infringing the
proprietary rights of other parties. However, we may rely on certain proprietary
technologies, trade secrets, and know-how that are not patentable. Although we
may take action to protect our unpatented trade secrets and our proprietary
information, in part, by the use of confidentiality agreements with our
employees, consultants and certain of our contractors, we cannot guaranty that:

     o    these agreements will not be breached;
     o    we would have adequate remedies for any breach; or
     o    our proprietary trade secrets and know-how will not otherwise become
          known or be independently developed or discovered by competitors.

We cannot guaranty that our actions will be sufficient to prevent imitation or
duplication of either our products and services by others or prevent others from
claiming violations of their trade secrets and proprietary rights.

We own the Internet domain name www.szmdistributors.com. Under current domain
name registration practices, no one else can obtain an identical domain name,
but someone might obtain a similar name, or the identical name with a different
suffix, such as ".org", or with a country designation. The regulation of domain
names in the United States and in foreign countries is subject to change, and we
could be unable to prevent third parties from acquiring domain names that
infringe or otherwise decrease the value of our domain names.

Our Research and Development. We are not currently conducting any research and
development activities other than our website. We do not anticipate conducting
such activities in the near future. If we generate significant revenues, we may
expand our product line by entering into distribution relationships with third
party manufacturers.

Government Regulation. We do not believe that we need any governmental approval
for our disposable binocular products, plush toys and bobblehead dolls. Our
business is subject to Federal Trade Commission regulation and other federal and
state laws relating to the promotion, advertising, labeling and packaging of
binocular products, plush toys and bobblehead dolls. We believe that we are in
compliance with all laws, rules and regulations material to our operations.

Employees. As of April 11, 2003, we have one employee. We anticipate that we
will not hire any employees in the next six months, unless we generate
significant revenues. We believe our future success depends in large part upon
the continued service of our key senior management personnel and our ability to
attract and retain managerial personnel.



                                       5
<PAGE>





Facilities. Our executive, administrative and operating offices are located 120
Savona Walk, Long Beach, California 90803, and are provided to us, at no charge,
by Nicole Sherman, our sole officer and director.

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

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

   ====================================== ==============================
                 Property                             December 31, 2002
   -------------------------------------- ------------------------------
   Cash                                                         $23,051
   ====================================== ==============================

Our facilities. Our executive, administrative and operating offices are
approximately 200 square feet and are located at 120 Savona Walk, Long Beach
California 90803. Ms. Sherman, our treasurer and one of our directors, currently
provides office space to us at no charge. We do not have a written lease or
sublease agreement and Ms. Sherman does not expect to be paid or reimbursed for
providing office facilities. We believe that our current offices are sufficient
to meet our current and future needs.

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

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

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. We participate in the OTC Bulletin Board, an electronic
quotation medium for securities traded outside of the Nasdaq Stock Market, and
prices for our common stock are published on the OTC Bulletin Board under the
trading symbol "SZMD". Our stock has not traded on this market.

We are authorized to issue 50,000,000 shares of $.001 par value common stock,
each share of common stock having equal rights and preferences, including voting
privileges. As of April 11, 2003, there were 42,837,000 shares of our common
stock issued and outstanding. We are also authorized to issue 5,000,000 shares
of $.001 par value preferred stock, none of which is issued and outstanding.

On February 5, 2003, our Board of Directors approved a 3 for 1 stock split of
our issued and outstanding common stock which was effectuated through a dividend
of two shares for each share of common stock outstanding as of the record date.
The dividend was payable on February 18, 2003 for shareholders of record on
February 15, 2003. After the split, the total number of our issued and
outstanding shares of common stock totaled 42,837,000 shares.

The approximate number of holders of record of shares of our common stock is
thirty eight. There are no outstanding options or warrants to purchase, or
securities convertible into, shares of our common stock.




                                       6
<PAGE>





There are 21,750 shares that can be sold pursuant to Rule 144 promulgated
pursuant to the Securities Act of 1933. There have been no cash dividends
declared on our common stock. Dividends are declared at the sole discretion of
our Board of Directors.

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.

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.

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




                                       7
<PAGE>





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.

Critical Accounting Policy and Estimates. Our Management's Discussion and
Analysis of Financial Condition and Results of Operations section discusses our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources. These accounting policies are described at
relevant sections in this discussion and analysis and in the notes to them
consolidated financial statements included in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2002.

Liquidity and Capital Resources.

Our total assets were approximately $1,950 at December 31, 2002. Of those
assets, cash was approximately $450, and $1,500 was represented by advances to a
stockholder.

As of December 31, 2002, we had current liabilities of $9,563, all of which was
represented by accounts payable and accrued expenses. We had no other long-term
commitments or contingencies.

Results of Operations.

Revenues. From May 25, 2001, our date of inception, to December 31, 2002, we
realized revenues of approximately $4,000 from net sales. We did not generate
any revenues during the year ended December 31, 2002. We anticipate that we will
generate more revenues as we expand customer base and our product offerings.

Operating Expenses. For the year ended December 31, 2002, we had total operating
expenses of $48,564. This was represented by $2,500 in consulting services,
$44,284 in legal and professional fees, and $1,780 in office expenses. Our loss
from operations was $48,564 and with $800 in provision for income taxes, our net
loss for the year ended December 31, 2002 was $49,364. This is in comparison to
the period from May 25, 2001, our date of inception, to December 31, 2002, where
our total operating expenses were approximately $35,483. Those operating
expenses were represented by $1,000 in consulting expenses, $25,651 in legal and
professional fees, and $8,832 in office expense. For the period from May 25,
2001, our date of inception, through December 31, 2001, our net loss was
$31,483.

Our Plan of Operation for the Next Twelve Months. We have not generated any
revenues from the sale of our products during the year ended December 31, 2002,
though we hope to generate revenues in the next twelve months. To effectuate our
business plan during the next twelve months, we must increase our product
offerings and market and promote our products. We anticipate that we will use
the revenues generated to fund marketing activities and for working capital. Our
failure to expand our product offerings and products will harm our business and
future financial performance.

Our plan of operation is materially dependent on our ability to generate
revenues. Our operations to date have been focused on developing relationships
with various suppliers and manufacturers of disposable binoculars, plush toys
and bobblehead dolls. As a result of developing those relationships, we believe
that we will enter into written distribution agreements and generate revenues in
the next twelve months. Any revenues generated will be used to increase our
product offerings as well as expand our operations.




                                       8
<PAGE>





We had cash of $450 as at December 31, 2002. In our opinion, available funds
will not satisfy our current working capital requirements however, we believe
our management will continue to fund our operations for the next twelve months.
Our forecast for the period for which our financial resources will be adequate
to support our operations involves risks and uncertainties and actual results
could fail as a result of a number of factors. We anticipate that we may need to
raise additional capital to expand our operations. Such additional capital may
be raised through public or private financing as well as borrowings and other
sources. We cannot guaranty that additional funding will be available on
favorable terms, if at all. If adequate funds are not available, then our
ability to expand our operations may be adversely affected. If adequate funds
are not available, we believe that our officers and directors will contribute
funds to pay for our expenses. Therefore, we have not contemplated any plan of
liquidation in the event that we do not generate revenues.

We are not currently conducting any research and development activities, other
than the development of our website. We do not anticipate conducting such
activities in the near future. In the event that we expand our product offerings
and customer base, then we may need to hire additional employees or independent
contractors.

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

The financial statements required by Item 7 are presented in the following
order:



                                       9
<PAGE>





                             SZM DISTRIBUTORS, INC.


                         REPORT AND FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001








                                       10
<PAGE>



                             SZM DISTRIBUTORS, INC.


                                    CONTENTS






                                                                         PAGE
                                                                         ----
Independent Auditors' Report                                               12

Financial Statements

     Balance Sheet                                                         13

     Statements of Operations                                              14

     Statements of Changes in Stockholders' Deficit                        15

     Statements of Cash Flows                                              16

     Notes to Financial Statements                                         17





                                       11
<PAGE>













                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

April 7, 2003


To the Stockholders of
SZM Distributors, Inc.


We have audited the accompanying balance sheet of SZM Distributors, Inc. as of
December 31, 2002, and the related statements of operations, changes in
stockholders' equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of SZM Distributors, Inc. for the year ended
December 31, 2001, were audited by other auditors whose report dated February
14, 2002, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SZM Distributors, Inc. as of
December 31, 2002, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.




                                                                HALL & COMPANY
                                                            Irvine, California



                                       12
<PAGE>





                             SZM DISTRIBUTORS, INC.

                                  BALANCE SHEET

                                DECEMBER 31, 2002




                                     ASSETS
                                     ------

CURRENT ASSETS
   Cash                                                          $         450
   Stock subscriptions receivable                                          ---
   Advances to stockholder                                               1,500
                                                                 -------------

     Total current assets                                                1,950

OTHER ASSETS                                                               ---
                                                                 -------------

       Total assets                                              $       1,950
                                                                 =============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

Current liabilities
   Accounts payable and accrued expenses                         $       9,563
   Stock subscriptions payable                                             ---
                                                                 -------------

     Total current liabilities                                           9,563

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' deficit
   Preferred stock, .001 par value;
     Authorized shares - 5,000,000                                         ---
     Issued and outstanding shares - 0
   Common stock, $.001 par value
     Authorized shares-- 50,000,000
     Issued and outstanding shares-- 31,779,000                         31,779
   Additional paid-in capital                                           41,455
   Accumulated deficit                                                 (80,847)
                                                                 -------------

     Total stockholders' deficit                                        (7,613)
                                                                 -------------

       Total liabilities and stockholders' deficit               $       1,950
                                                                 =============




                 See accompanying notes to financial statements.

                                       13
<PAGE>





                             SZM DISTRIBUTORS, INC.

                            STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2002 AND 2001



<TABLE>
<CAPTION>
<S>                                                            <C>                 <C>
                                                               2002                2001
                                                           ------------       ------------

NET SALES                                                  $        ---       $      4,000

OPERATING EXPENSES
   Consulting services                                            2,500              1,000
   Legal and professional fees                                   44,284             25,651
   Office expense                                                 1,780              8,832
                                                           ------------       ------------

TOTAL OPERATING EXPENSES                                         48,564             35,483
                                                           ------------       ------------

LOSS FROM OPERATIONS                                            (48,564)           (31,483)
                                                           ------------       ------------

PROVISION FOR INCOME TAXES                                          800                ---
                                                           ------------       ------------

NET LOSS                                                   $    (49,364)      $    (31,483)
                                                           ============       ============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED              $        ---       $        ---
                                                           ============       ============

WEIGHTED AVERAGE OF COMMON SHARES - BASIC AND DILUTED
                                                             31,779,000         29,586,300
                                                           ============       ============
</TABLE>



                 See accompanying notes to financial statements.

<PAGE>


                             SZM DISTRIBUTORS, INC.

                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

                     YEARS ENDED DECEMBER 31, 2002 AND 2001



<TABLE>
<CAPTION>
<S>                                           <C>              <C>           <C>              <C>           <C>
                                                  COMMON STOCK           ADDITIONAL
                                         -----------------------------    PAID-IN         ACCUMULATED
                                              SHARES          AMOUNT      CAPITAL           DEFICIT        TOTAL
                                         --------------  -------------  -------------    ------------   -------------
Balance, May 25, 2001                               ---  $         ---  $         ---    $        ---   $         ---

Issuances of common stock                     3,852,000          3,852         49,748             ---          53,600

Expenses paid by officer                            ---            ---         10,034             ---          10,034

Net loss                                            ---            ---            ---         (31,483)        (31,483)
                                         --------------  -------------  -------------    ------------   -------------

Balance, December 31, 2001                    3,852,000          3,852         59,782         (31,483)         32,151
                                         --------------  -------------  -------------    ------------   -------------

Issuance of forward
common stock split                           27,927,000         27,927       (27,927)             ---             ---

Expenses paid by officer                            ---            ---          9,600             ---           9,600

Net loss                                            ---            ---            ---         (49,364)        (49,364)
                                         --------------  -------------  -------------    ------------   -------------

Balance, December 31, 2002                   31,779,000  $      31,779  $      41,455   $    (80,847)  $      (7,613)
                                         ==============  =============  =============    ============   =============
</TABLE>



                See accompanying notes to financial statements.

                                       14
<PAGE>



                             SZM DISTRIBUTORS, INC.

                            STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>
<S>                                                                              <C>                <C>
                                                                                 2002               2001
                                                                             ------------       -------------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                 $    (49,364)       $    (31,483)
   Adjustments to reconcile net income to net cash provided by (used in)
     operating activities
       Cost of consulting services paid with common stock                            ---               1,000
       Cost of professional services advanced by stockholder                       9,600              10,034
       Changes in operating assets and liabilities
         Increase in accounts payable and accrued expenses                         7,063               2,500
                                                                            ------------        -------------

           Net cash used in operating activities                                 (32,701)            (17,949)

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                                            ---              52,600
   Repayments of advances to stockholder                                          26,500                 ---
   Advances to stockholder                                                           ---             (28,000)
   Stock subscriptions receivable                                                 11,600             (11,600)
   Stock subscriptions payable                                                   (28,000)             28,000
                                                                            ------------        -------------

           Net cash provided by financing activities                              10,100              41,000
                                                                            ------------       -------------

NET (DECREASE) INCREASE IN CASH                                                  (22,601)             23,051

CASH, beginning of year                                                           23,051                 ---
                                                                            ------------        -------------

CASH, end of year                                                           $        450        $     23,051
                                                                            ============        =============
</TABLE>


                 See accompanying notes to financial statements.

                                       15
<PAGE>




                             SZM DISTRIBUTORS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001




NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of SZM Distributors, Inc. is
presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management
who is responsible for the integrity and objectivity of the financial
statements. These accounting policies conform to generally accepted accounting
principles in the United States of America and have been consistently applied in
the preparation of the financial statements.


Nature of Operations - SZM Distributors, Inc. (the "Company") was incorporated
in the state of Nevada on May 25, 2001. The Company provides merchandise to the
carnival, gaming and concession industries. The Company is headquartered in
Newport Beach, California.

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

Cash and Cash Equivalents - For purposes of the balance sheet and the statement
of cash flows, the Company considers all highly liquid debt instruments
purchased with maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments - The carrying amount of the Company's
financials instruments, which includes cash, accounts and other receivables,
prepaids, and accounts payable and accrued expenses approximate their fair value
due to the short period to maturity of these instruments.

Comprehensive Income - The Company applies Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130
establishes standards for the reporting and display of comprehensive income,
requiring its components to be reported in a financial statement that is
displayed with the same prominence as other financial statements. For the years
ended December 31, 2002 and December 31, 2001, the Company had no other
components of comprehensive income other than net losses as reported on the
statements of operations.

NOTE 2 - ADVANCES TO OFFICER

Periodically during the period May 25, 2001 (inception) through December 31,
2002, the Company advanced cash to an officer. These advances are due on demand
and are to be paid as cash becomes available. At December 31, 2002 and December
31, 2001, the Company had net advances of $1,500 and $28,000 respectively. These
advances were not made in connection with an issuance of common stock to the
officer.




                                       16
<PAGE>



                             SZM DISTRIBUTORS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001




NOTE 3 - ACCRUED EXPENSES

Accrued Wages and Compensated Absences - The Company currently does not have any
employees. The majority of development costs and services have been provided to
the Company by its founder and outside, third party vendors. As such, there is
no accrual for wages or compensated absences as of December 31, 2002 and
December 31, 2001.


NOTE 4 - COMMON STOCK

On May 27, 2001, the Company issued 1,000,000 shares of its common stock to its
founder for consulting services rendered in connection with the organization
costs incurred. Since there was no readily available market value for the
services rendered, par value of $0.001 per share was considered to be a
reasonable estimate of fair value between the Company and its founder.

On June 27, 2001, the Company issued 2,000,000 shares of its common stock to an
officer for cash of $10,000. Although there was no readily available market
value at the time of issuance, the value of $0.005 per share was considered to
be a reasonable estimate of fair value between the Company and the officer.

On December 15, 2001, the Company authorized for issuance 852,000 shares of its
common stock at $0.05 per share pursuant to its registration statement on Form
SB-2 as amended and dated October 31, 2001. As of December 31, 2001, the Company
had received cash of $31,000 in connection with this issuance and subsequently
received the remaining $11,600 on January 16, 2002 as previously described in
Note 4.

On July 18, 2002, the Company's board of directors declared an eight and
twenty-five hundredths to one (8.25:1) forward stock split to the stockholders
of record as of July 19, 2002. The stock divided was paid on July 24, 2002 and
resultd in an increase of the Company's issued and outstanding common stock to
31,779,000 shares.

NOTE 5 - INCOME TAXES

At December 31, 2002 and December 31, 2001, the Company has available for
federal income tax purposes net operating loss carryforwards of approximately
$47,100 and $31,500, respectively, expiring 2017 and 2016.

In addition, the Company has deferred tax assets of approximately $1,200 at
December 31, 2002 and 2001. The Company has not recorded a benefit from its net
operating loss carryforwards because realization of the benefit is uncertain.


NOTE 6 - SUBSEQUENT EVENT

On January 8, 2003, the Company entered into a loan agreement with an unrelated
third party for a demand loan in the amount of $30,000. The loan is non-interest
bearing and is to be repaid by January 8, 2004.


                                       17
<PAGE>






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

On November 11, 2002, our Board of Directors voted to replace our independent
accountant, Quintanilla Accountancy Corporation ("Quintanilla"). Effective as of
November 11, 2002, our new independent accountant is Hall & Company, certified
public accountants ("Hall & Company"). We retained the accounting firm of Hall &
Company on November 11, 2002, to make an examination of our financial statements
for the 2002 fiscal year. We authorized Quintanilla to respond fully to any
inquiries from Hall & Company and to make its work papers available to Hall &
Company.

The reports of Quintanilla from May 25, 2001, the date of our inception, through
November 11, 2002, did not contain any adverse opinion, disclaimer of opinion,
or qualification or modification as to the certainty, audit scope or accounting
principles. During May 25, 2001 through November 11, 2002, there were no
disagreements between the Registrant and Quintanilla on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure. In addition, during May 25, 2001 through November 11, 2002, there
were no "reportable events" within the meaning of Item 304 of the Securities and
Exchange Commission's Regulation S-K.

                                    PART III

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

Executive Officers and Directors. We are dependent on the efforts and abilities
of certain of our senior management. The interruption of the services of key
management could disrupt our operations and limit profits and future
development, if suitable replacements are not promptly obtained. We anticipate
that we will enter into employment agreements with each of our key executives.
We cannot guaranty that each executive will remain with us during or after the
term of his or her employment agreement. In addition, our success depends, in
part, upon our ability to attract and retain other talented personnel. Although
we believe that our relations with our personnel are good and that we will
continue to be successful in attracting and retaining qualified personnel, we
cannot guaranty that we will be able to continue to do so. Our officers and
directors will hold office until their resignations or removal. The terms of the
directors expire at the next annual shareholder's meeting following their
election.

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

========================= ========== ==========================================
Name                         Age     Position
------------------------- ---------- ------------------------------------------
Nicole Sherman               29      president, secretary and a director
========================= ========== ==========================================



                                       18
<PAGE>





Nicole M. Sherman. Ms. Sherman is our president, secretary and one of our
directors since our inception in May 2001. Ms. Sherman is responsible for our
day-to-day operations, including the development of our marketing and
distribution channels. Ms. Sherman currently devotes approximately ten hours per
week, but anticipates devoting significantly more hours if we generate more
significant revenues. From 1997 to the present, Ms. Sherman has been an employee
of Walt Disney Imagineering and is currently the senior financial analyst of the
Tokyo DisneySea Park project. Ms. Sherman's major responsibilities for the
project include tracking project budgets, analyzing costs and spending trends,
recognizing financial needs, and identifying potential problems. In 1994, Ms.
Sherman received her Bachelor of Arts in business administration from the
University of San Diego. Ms. Sherman has not been a director of any other
reporting company.

Our former officer and director, Jeffrey Hoss resigned in February 2003. His
resignation was not result of any disagreement with us on any matter relating to
our operations, policies or practices. He also agreed to have 16,500,000 of his
shares of our common stock canceled in exchange for $16,500. As a result of this
transaction, Mr. Hoss no longer owns any of our common stock.

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.

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. Our officers,
directors, and principal shareholders have 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, 2002. 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 ($)        Other Annual       All Other Compensation
                                                      Salary ($)                   Compensation ($)
-------------------------------------------- ------- ------------- ------------- --------------------- -------------------------
Nicole Sherman - president, secretary        2002        None          None              None                    None
-------------------------------------------- ------- ------------- ------------- --------------------- -------------------------
Jeffrey Hoss - former treasurer              2002        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.

Compensation of Officers. As of December 31, 2002, our officers have received no
compensation for their services provided to us.

Employment Contracts. We anticipate that we will enter into an employment
agreement with Nicole Sherman.



                                       19
<PAGE>





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 April 11, 2003 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.
<TABLE>
<CAPTION>
<S>                                 <C>                             <C>                           <C>
Title of Class     Name and Address of Beneficial Owner   Amount and Nature of             Percent of Class
                                                          Beneficial Owner
---------------    -------------------------------------  -------------------------------  -----------------

Common Stock       Nicole Sherman                            21,750,000 shares, president           50.77%
                   120 Savona Walk                                secretary, director
                   Long Beach, CA  90803

Common Stock       All directors and named executive               21,750,000 shares                50.77%
                   officers as a group
</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:

Ms. Sherman, our sole officer and director, currently provides office space to
us at no charge. Ms. Sherman does not expect to be paid or reimbursed for
providing office facilities.

As of December 31, 2002, we had net advances of approximately $1,500 to Nicole
Sherman, one of our officers and directors. These advances are due on demand and
were not related to a stock issuance.

On February 4, 2003, Jeffrey Hoss resigned as our treasurer and director and
agreed to have 16,500,000 of his shares of our common stock canceled in exchange
for $16,500. The resignation was not the result of any disagreement with us on
any matter relating to our operations, policies or practices. A copy of Mr.
Hoss' resignation is filed as Exhibit 17.1 to our report on Form 8-K dated
February 4, 2003. As a result of this transaction, Mr. Hoss no longer owns any
of our common stock.

On February 4, 2003, Nicole Sherman, our president, secretary and director,
agreed to have 1,000,000 of her shares of our pre-split common stock canceled in
exchange for $1,000. As a result of this transaction, Ms. Sherman owns
21,750,000 shares of our post-split common stock, or 50.77% of our issued and
outstanding shares of our common stock.

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:



                                       20
<PAGE>





     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*

3.2                        Bylaws*

* Included in the registration statement on Form SB-2 filed on August 31, 2001.

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

On November 12, 2002, we filed a report on Form 8-K to report a change in our
accountant, as described herein.

Item 14. Controls and Procedures.
---------------------------------

(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed within 90 days of
the filing date of this report, our chief executive officer and the principal
financial officer concluded that our disclosure controls and procedures were
adequate.

(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.



                                       21
<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 Long Beach, California, on April 11, 2003.

                                       SZM Distributors, Inc.
                                       a Nevada corporation


                                       By:      /s/  Nicole Sherman
                                                -------------------------------
                                                Nicole Sherman
                                       Its:     principal executive officer
                                                president, secretary, 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.



By:      /s/  Nicole Sherman                                  April 11, 2003
         --------------------------------------------
         Nicole Sherman
Its:     principal executive officer
         president, secretary and a director




                                       22
<PAGE>




CERTIFICATIONS

I, Nicole Sherman, certify that:

1. I have reviewed this annual report on Form 10-KSB of SZM Distributors, Inc.;

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

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

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

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

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 11, 2003

/s/  Nicole Sherman
-----------------------
Nicole Sherman
Chief Executive and Financial Officer






                                       23
<PAGE>






                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of SZM Distributors, Inc. a Nevada
corporation (the "Company") on Form 10-KSB for the year ending December 31,
2002, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Nicole Sherman, Chief Executive Officer of the Company,
certifies to the best of her knowledge, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and result of
                  operations of the Company.

/s/ Nicole Sherman
--------------------------
Nicole Sherman
Chief Executive Officer and
Chief Financial Officer
April 11, 2003





                                       24
<PAGE>