U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
     (Mark  One)

          [X]     ANNUAL  REPORT  UNDER  SECTION  13  OR 15(d) OF THE SECURITIES
                  EXCHANGE  ACT  OF  1934

                  For  fiscal  year  ended:  September  30,  2002
                                             --------------------

                                       OR

          [  ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE  ACT  OF  1934

                  For  the  transition  period  from  ___________to ___________

          Commission  file  number ____________________________________________

                                Delivery Now Corp
      ---------------------------------------------------------------------
        (Exact Name Of Small Business Issuer As Specified In Its Charter)

     Delaware                                             13-4142621
     --------                                         -----------------
(State Or Other Jurisdiction Of               (IRS Employer Identification No.)
Incorporation or  Organization)


          570  Seventh  Avenue,  Suite  2103,  New York, NY            10018
  -----------------------------------------------------------------------------
   (Address  Of Principal Executive Offices)                         (Zip Code)

Issuer's  Telephone  Number  (212)  221-0120
                             --------------------------------------------------

Securities  registered  under  section  12(b)  of  the  Act:  None
                                                              -----------------

Securities  registered  under  section  12(g)  of  the  Act:  None
                                                              -----------------

     Check  whether the registrant (1) filed all reports required to be filed by
section  13  or 15(d) of the exchange act during the past 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  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.  [X]

                                     PAGE 1
<PAGE>

     State  registrant's  revenues  for  its  most  recent fiscal year: $801,723
                                                                        --------

     As  of  December  30,  2002 there were 4,020,000 shares of the registrant's
common  stock,  par  value  $0.0001  issued and outstanding. Of these, 1,505,000
shares  are  held  by  non-affiliates  of  the  registrant.  The market value of
securities  held by non-affiliates is approximately $75,000 based on the average
closing  bid and asked bid price of the registrant's common stock on October 10,
2002.

Transitional  small  business  disclosure  format  (check  one):
Yes  [  ];   No  [x]

Documents  Incorporated  By  Reference:  None
                                         ---------------------------------------

                                     PAGE 2
<PAGE>

                                                        TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S><C>                                                                                                                        <C>
Item  Number  And  Caption                                                                                                    Page
--------------------------                                                                                                    ----

Forward-Looking  Statements ...................................................................................................  4
  PART  I .....................................................................................................................  5
    ITEM  1.  Description  Of  Business .......................................................................................  5
    ITEM  2.  Description  Of  Property .......................................................................................  7
    ITEM  3.  Legal  Proceedings ..............................................................................................  8
    ITEM  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders .....................................................  8

  PART  II ....................................................................................................................  8
    ITEM  5.  Market  for  Common  Equity  and Related Stockholder Matters ....................................................  8
    ITEM  6.  Management's  Discussion  and  Analysis  of Financial Condition and Results  of  Operations .....................  9
    ITEM  7.  Financial  Statements ............................................................................................ 10
    ITEM  8.  Changes  In  And  Disagreements  With Accountants On Accounting And Financial  Disclosure ........................ 11

  PART  III .................................................................................................................... 11
    ITEM  9.  Directors, Executive Officers, Promoters And Control Persons; Compliance With Section 16(a) Of The Exchange Act .. 11
    ITEM  10. Executive  Compensation .......................................................................................... 12
    ITEM  11. Security  Ownership  Of  Certain  Beneficial Owners And Management ............................................... 15
    ITEM  12. Certain  Relationships  And  Related  Transactions ............................................................... 16
    ITEM  13. Exhibits,  List  And  Reports  On  Form  8-K ..................................................................... 17
    ITEM  14. Controls  and  Procedures ........................................................................................ 17
</TABLE>

                                     PAGE 3
<PAGE>

                           FORWARD-LOOKING STATEMENTS

     Except  for  historical  information,  this report contains forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933 and
Section  21E  of  the  Securities  Exchange  Act  of 1934.  Such forward-looking
statements  involve  risks  and  uncertainties,  including,  among other things,
statements  regarding  our  business  strategy,  future revenues and anticipated
costs  and  expenses.  Such  forward-looking  statements  include, among others,
those  statements  including  the  words  "expects,"  "anticipates,"  "intends,"
"believes"  and  similar  language.  Our actual results may differ significantly
from  those  projected  in  the  forward-looking statements.  Factors that might
cause  or  contribute to such differences include, but are not limited to, those
discussed  in  the  section  "Management's  Discussion and Analysis of Financial
Condition  and  Results of Operations" and "Business--Risk Factors".  You should
carefully  review  the  risks  described in other documents we file from time to
time  with  the  Securities  and  Exchange Commission.  You are cautioned not to
place  undue  reliance on the forward-looking statements, which speak only as of
the  date  of  this  report.  We undertake no obligation to publicly release any
revisions  to  the forward-looking statements or reflect events or circumstances
after  the  date  of  this  document.

                                     PAGE 4
<PAGE>
                                     PART I

ITEM  1.     Description  Of  Business

                          Risks Concerning Our Business

Delivery  Now  Corp.  (the  "Company" or "DNC") has a limited operating history.

     We  are  a  new enterprise that has limited operating history upon which an
evaluation  of  our business and prospects can be based.  We must, therefore, be
considered  to be subject to all of the risks inherent in the establishment of a
new  business  enterprise,  including  the prospective development and marketing
costs,  along  with  the  uncertainties  of being able to effectively market our
products.  We  cannot assure you at this time that we will operate profitably or
that  we  will  have  adequate  working  capital to meet our obligations as they
become  due.  Because  of  our  limited  financial  history,  we  believe  that
period-to-period comparisons of our results of operations will not be meaningful
in  the  short  term  and  should  not  be  relied  upon as indicators of future
performance.

We are dependent upon Michael Conte; any reduction in his role in DNC would have
a  material  adverse  effect.

     The  success  of  DNC  is  dependent  on  the  vision,  knowledge, business
relationships and abilities of DNC's president, CFO and Chairman of the Board of
Directors Michael Conte. Any reduction of Mr. Conte's role in the business would
have a material adverse effect on DNC.  DNC does not have an employment contract
with  Mr.  Conte,  nor  a  key  man  life  insurance  policy.

Michael  Conte's  Conflict  Of  Interest

     Michael  Conte,  our  president,  CFO and Chairman of the Board will devote
approximately  20  hours  per  month  to  DNC.  Mr. Conte works full time at his
accounting  practice,  Gottbetter  &  Conte  CPAs.  This  will  put  a  serious
constraint  on his time and availability to address matters concerning DNC. This
may  have  a  material  negative  impact  on  DNC's  operations.

We  may  have  difficulty  in  obtaining  additional  funding,  if  required.

     Although we believe that the funds that were raised through our most recent
private  placement offering of common stock will be sufficient for our needs for
the  next  twelve months, if additional funds are needed, we may have difficulty
obtaining  them, and we may have to accept terms that would adversely affect our
shareholders.  For  example,  the  terms  of  any  future  financings may impose
restrictions  on  our  right  to  declare dividends or on the manner in which we
conduct  our  business.  Also,  lending  institutions  or  private investors may
impose  restrictions  on  future  decisions  by us to make capital expenditures,
acquisitions  or  asset  sales.

     We  may  not  be  able  to  locate  additional funding sources at all or on
acceptable  terms.  If  we  cannot  raise funds on acceptable terms, if and when
needed,  we  may  not  be  able  to  grow our business or respond to competitive
pressures  or  unanticipated  requirements,  which  could  seriously  harm  our
business.

                                     PAGE 5
<PAGE>
Lack  of  reliable  workers.

     We primarily rely on bike messengers to deliver packages for our customers.
We  have  experienced  a  high  turnover  rate  among  our  bike  messengers and
continually must hire new bike messengers.  To date, we have managed to maintain
what  we think is adequate messenger service for our customers.  However, if the
turnover  rate  increased or if we were not able to hire enough replacements our
business  would  be  materially  adversely  affected.

Liability  for  vehicle  accidents.

     We may face liability for accidents that are caused by our messengers or in
which  our  messengers  are  injured  due  to  the  fault of others. We do carry
liability  insurance  for  such  accidents  but  there  is no guarantee that our
insurance  coverage  will  be  adequate.

Low  profit  margin  per  delivery.

     We  have  a  low profit margin per each delivery and therefore for us to be
profitable  we  must  manage  our  resources  efficiently.

There  is  a limited  public market for our common stock and we may not continue
to  qualify  for  NASD Over-the-Counter Electronic Bulletin Board inclusion, and
therefore  you  may  be  unable  to  sell  your  shares.

     There  is  a  limited  public  market for our common stock. There can be no
assurance,  that  an  active  trading market will ever develop or, if developed,
that  it  will  be  maintained.  Our  common  stock  is  quoted  on  the  NASD
Over-the-Counter Electronic Bulletin Board ("OTCBB" or "Bulletin Board").  OTCBB
eligible  securities  includes  securities  not listed on NASDAQ or a registered
national  securities  in  the  U.S.  and  that are also required to file reports
pursuant  to  Section 13 or 15(d) of the Securities Act of 1933, and the company
is  current in its periodic securities reporting obligations.  DNC has engaged a
broker/dealer  who  has  filed  a  Form  211  with  the  National Association of
Securities Dealers ("NASD") in order to allow the quote of DNC's common stock on
the OTCBB.  The market maker is committed to make a market in our securities. If
for  any  reason,  however, any of our securities are not eligible for continued
quotation  on  the  Bulletin  Board or a public trading market does not develop,
purchasers  of  the  shares  may have difficulty selling their securities should
they  desire to do so.  If we are unable to continue to satisfy the requirements
for  quotation  on  the Bulletin Board, any trading in our common stock would be
conducted in the over-the-counter market in what are commonly referred to as the
"pink  sheets".  As  a result, an investor may find it more difficult to dispose
of,  or  to  obtain accurate quotations as to the price of, our securities.  The
above-described  rules  may  materially  adversely  affect  the liquidity of the
market  for  our  securities.

We  are controlled by our president, CFO and Chairman of the Board of Directors,
Directors  and  Manager  which  may  result  in  your  having  no control in the
direction  or  affairs  of  DNC.

     Our  president, CFO and Chairman of the Board of Directors, Directors and a
Manager controls approximately 62% of our outstanding common stock. As a result,
they  have  the  ability  to  control  the  Company  and  direct our affairs and
business,  including  the  election  of  directors  and  approval of significant
corporate  transactions.  This concentration of ownership may have the effect of

                                     PAGE 6
<PAGE>
delaying,  deferring  or  preventing  a change in control of our company and may
make some transactions more difficult or impossible without the support of these
stockholders.  Any of these events could decrease the market price of our common
stock.

                                Corporate History

General

     DNC  delivers  envelopes  by  bike  messenger  and  packages  by van in the
metropolitan New York City area. DNC receives phone calls from customers seeking
such  deliveries  and  then  DNC  dispatches its messengers via two-way radio to
deliver  the  envelopes  and  packages  via  bike and van. DNC obtains these job
orders  through  referrals  from existing customers and through its sales force.
The  sales  force currently consists of one person who makes personal cold sales
calls  building  by  building  throughout  Manhattan.

Employees

     As  of  December  1,  2002  we  have  twenty  employees.  All employees are
full-time.  Five  employees  work  in the office and fifteen make deliveries. We
expect  to  hire  5  to  10  employees  within the next twelve months. We do not
believe  that  this  hiring  will  have  a  significant  financial impact on the
Company. There are no collective bargaining agreements in effect. We believe the
relations  with  our  employees  are  good.

Intellectual  Property

     We  have  no  trademark,  copyright  or  patent  protection  at  this time.

Regulation

     Our  operations  are  not  currently  subject  to  direct  regulation  by
governmental agencies other than regulations applicable to businesses generally.

Customers

     DNC's  customers  consist  of  small  and medium size businesses throughout
Manhattan.

Competition

     There  are  hundreds  of competitors large and small in New York City.  The
barriers to entry are insignificant.  We are among the smaller size firms in our
industry.


ITEM  2.     Description  Of  Property

     We  currently lease office space for our corporate headquarters in New York
City.  Our  monthly lease expense is $1,348.  We believe that our properties are
adequate  and  suitable  for  their  intended  purposes.

                                     PAGE 7
<PAGE>
ITEM  3.     Legal  Proceedings

     We  are  not  aware of any pending or threatened legal proceedings that, if
adversely  determined,  would  have  a  material  adverse  effect  on  us.


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

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


                                     PART II


ITEM  5.     Market  for  Common  Equity  and  Related  Stockholder  Matters

Market  Information

     Our  common stock began trading on the NASD Over-the Counter Bulletin Board
("OTCBB") on June 7, 2002 under the symbol "DLVN".  Prior to June 7, 2002, there
was no public trading market on which our common stock was traded. The following
table sets forth, for the fiscal quarters indicated, the high and low bid prices
per  share of our common stock as reported on the OTCBB.  The quotations reflect
inter  dealer  prices,  without retail mark-up, mark-down or commissions and may
not  represent  actual  transactions.

   Year  Ending  September  30,  2002         High  Bid      Low  Bid

   First  quarter                             None           None

   Second  quarter                            None           None

   Third  quarter                             None           None

   Fourth  quarter                            $.09           $.05


Holders

     There  are  forty-eight  (48)  record  holders  of  common  equity.

Options  and  Warrants

     There  are  no  outstanding  options or warrants to purchase, or securities
convertible  into,  common  equity  of  DNC.

Equity  Compensation  Plans

     We do not have any equity compensation plans as of the date of this Report.

                                     PAGE 8
<PAGE>

Shares  Eligible  for  Future  Sale

     We  have outstanding 4,020,000 shares of our common stock. Of these shares,
1,495,000  shares,  will  be  freely  tradable  without  restriction  under  the
Securities  Act  unless held by our "affiliates" as that term is defined in Rule
144  under  the  Securities  Act.  These shares will be eligible for sale in the
public  market,  subject  to  certain  volume  limitations and the expiration of
applicable  holding  periods  under  Rule  144  under  the  Securities  Act.
Non-affiliates  currently hold 1,505,000 shares of our common stock (38%) of our
outstanding  shares. In general, under Rule 144 as currently in effect, a person
(or  persons  whose shares are aggregated) who has beneficially owned restricted
shares for at least one year (including the holding period of any prior owner or
affiliate)  would  be entitled to sell within any three-month period a number of
shares  that  does  not  exceed the greater of one percent (1%) of the number of
shares of common stock then outstanding or (2) the average weekly trading volume
of  the  common  stock  during the four calendar weeks preceding the filing of a
From  144  with  respect  to such sale. Sales under Rule 144 are also subject to
certain  manner  of  sale  provisions  and  notice  requirements  and  to  the
availability of current public information about us. Under Rule 144(k), a person
who  is  not deemed to have been an affiliate of us at any time during the three
months  preceding  a sale, and who has beneficially owned the shares proposed to
be  sold for at least two years (including the holding period of any prior owner
except an affiliate), is entitled to sell such shares without complying with the
manner  of  sale,  public information, volume limitation or notice provisions of
Rule  144.

Dividends

     As  of  the date hereof, no cash dividends have been declared on our common
stock.  We  presently  intend  to retain future earnings, if any, for use in our
business  and  have  no  present  intention  to pay cash dividends on our common
stock.


ITEM  6.     Management's  Discussion  and  Analysis  of Financial Condition and
             Results  of  Operations

Overview

     Delivery  Now  Corp. was incorporated under the laws of Delaware on October
3,  2000.  Our  current  operations  are  conducted  through  our  wholly  owned
subsidiary  BMW  Messenger Service, Inc. incorporated under the laws of New York
on  September  23, 1999. BMW Messenger Service, Inc. operated as an envelope and
package  delivery  service  throughout New York City from inception until it was
acquired  by DNC.  In October 2000, DNC acquired BMW Messenger Service, Inc. DNC
issued 2,500,000 shares of its common stock to Michael Conte in exchange for all
of the shares of BMW Messenger Service, Inc.  Mr. Conte was the sole shareholder
of  BMW  Messenger  Service,  Inc.

Results  of  Operations

     Over  the past fiscal year we have experienced an increase in customers and
revenue.  We  have hired additional staff.  Apart from the business slow down in
September  2001  due  to  the terrorist attack of September 11, our business has
improved  steadily  in  2002.

                                     PAGE 9
<PAGE>
     The  total  revenues  for  the  fiscal  year  ended September 30, 2002 were
$801,723  compared  to  $686,738  for  the  year  ended  September  30,  2001,
representing  a 16.7% increase. This increase in revenue was due to an expanding
customer  base  and  increased  prices  for  services  rendered.

     The  material  general and administrative expenses for the last fiscal year
ended  September  30, 2002 were $338,689 compared to $206,727 for the year ended
September  30,  2001,  an  increase  of  63.8%.  This  increase  in  general and
administrative  expenses  was  due  to  an  increase  in  office  staff and bike
messengers,  and  related increases in expenses to service an increase in sales.

     The  total  operating expenses for the fiscal year ended September 30, 2002
were  $887,309  compared  to  $707,737 for the year ended September 30, 2001, an
increase  of  25.4%.  This increase in expenses was due to an increase in office
staff  and  bike  messengers,  and  related  increases in expenses to service an
increase  in  sales.  Service expenses, a component of total operating expenses,
increased  by  $49,773  for the year ended September 30, 2002 as compared to the
prior  year.

     Net  losses  for  the  fiscal  year  ended September 30, 2002 were $85,323,
compared  to  net  losses of $21,477 for the year ended September 30, 2001. This
loss was partly attributable to the legal, accounting and related fees paid as a
result  of  preparing  the Company's registration statement under the Securities
Act  of  1933.  These  fees  totaled  approximately  $75,355.

Financial  Condition

     DNC  believes  that  its  prospects  are  good  and  that its business will
continue  to  expand.  We expect to hire 5 to 10 additional employees within the
next  12  months.

     As  of September 30, 2002, DNC had cash of $20,034 and total current assets
of  $129,658.  Accounts  receivable,  less allowance for doubtful accounts, were
$95,660  as of September 30, 2002. DNC's collection rate of account's receivable
has improved for the year ended September 30, 2002 as compared to the year ended
September  30,  2001.  Working  capital  as  of September 30, 2002, was $85,674.

     During  the  year  ended September 30, 2002, net cash provided by financing
activities  was  $80,606 as compared to $36,329 for the year ended September 30,
2001.  The  primary components of cash flow from financing activities during the
year  ended  September 30, 2002 were proceeds from private placements of $81,400
and  net  repayments  of loans of $794. The primary components of cash flow from
financing activities during the year ended September 30, 2001 were proceeds from
private  placements  of  $29,475  and  net  proceeds  from  loans  of  $6,854.

     DNC  believes  that  it will not need to raise additional funds in the next
twelve  months.


ITEM  7.     Financial  Statements

     The  financial  statements  and  supplementary  data are included beginning
immediately  following  the  signature  page  to  this  report.

                                    PAGE 10
<PAGE>
ITEM  8.     Changes  In  And  Disagreements  With Accountants On Accounting And
             Financial  Disclosure
     None.

                                    PART III
ITEM  9.     Directors,  Executive  Officers,  Promoters  And  Control  Persons;
             Compliance  With  Section  16(a)  Of  The  Exchange  Act

Executive  Officers,  Directors  And  Key  Employees

     The  following table sets forth certain information regarding our executive
officers,  directors  and  significant  employees:

   Name            Age   Position
   ----            ---   --------

   Michael  Conte  44    President,  Treasurer,  CFO  and Chairman of the Board
   Kenneth  Coder  48    Secretary,  Director
   Steven  Katz    54    Director
   Brian  Seinwels 30    Manager

     Michael  C.  Conte,  President,  Chief  Executive  Officer, Chief Financial
Officer  and  Chairman  of  the  Board, has been an officer and a director since
inception.  Mr.  Conte  has  been  engaged  as  an  independent  contractor  and
certified  public  accountant  by  Paul  B.  Gottbetter since June 1980 and does
business  under  the  name  Gottbetter & Conte.  Mr. Conte is a certified public
accountant.  Mr.  Conte received his B.S. in accounting from New York University
in  1980.

     Kenneth  Coder,  Secretary  and Director, has been an officer since October
2000.  From  1990 to 1999 he was a partner in the accounting firm of Rosenberg &
Coder  in  New  York,  New  York. He now practices as Kenneth C. Coder, CPA. Mr.
Coder  is a certified public accountant. He received his B.S. in accounting from
Queens  College  in  New  York  in  1981.

     Steven  Katz,  director,  has  been a director since September, 2001. Since
1984  Steven  Katz  has  been  President  of  Steven  Katz & Associates, Inc., a
management  consulting  firm  specializing  in  strategic planning and corporate
development.  From  1983 to 1984, he was Executive Vice President and co-founder
of  S.K.Y.  Polymers, inc., a bio-materials company. Prior to this, Mr. Katz was
Vice  President  and General Manager of a non-banking division of Citicorp, N.A.
From  1976  to  1980,  he  held  various senior management positions at National
Patent Development Corporation, including President of three subsidiaries. Prior
positions were with Revlon (1975) and Price Waterhouse & Co. (1969 to 1974). Mr.
Katz  received  a  bachelor of business administration degree in accounting from
the  City College of New York in 1969. He is presently a member of the boards of
directors  of the following publicly held companies: Senesco Technologies, Inc.;
Biophan  Technologies,  Inc.;  and  USA  Technologies,  Inc.

     Brian  Seinwels,  Manager,  has  been the manager of BMW Messenger Service,
Inc.  (DNC's  wholly  owned subsidiary) since 1999. From 1997 to 1999 he was the
sales  manager for Pace Courier, Inc., another courier company based in New York
City.

                                    PAGE 11
<PAGE>
16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     To  our  knowledge,  no officers, directors, beneficial owners of more than
ten percent of any class of our equity securities registered pursuant to section
12 of the Exchange Act or any other person subject to Section 16 of the Exchange
Act  with  respect  to  us, failed to file on a timely basis reports required by
Section  16(a)  of  the  Exchange  Act during the most recent fiscal year, which
ended  September  30,  2002.

ITEM  10.     Executive  Compensation

     We  have  paid  Michael  Conte  $18,400 during the year ended September 30,
2001,  and  $40,473  during the year ended September 30, 2002.  We have not paid
any of our other officers or directors from inception on October 3, 2000 through
April  1,  2002.  No  executive  compensation  has  accrued.



                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                           Long  Term  Compensation
                                                                     -------------------------------------
                                    Annual Compensation                Awards              Payouts
                    -----------------------------------------------  -----------  ------------------------
                                                         Restricted  Securities
                                            Other Annual   Stock     Underlying     LTIP       All other
Name &                    Salary    Bonus   Compensation   Awards   Options/SARs   Payouts   Compensations
Principal Position  Year    ($)      ($)         ($)         ($)         #)          ($)          ($)
                    ----  -------  -------  -------------  -------  -------------  --------  -------------
<S>                 <C>   <C>      <C>      <C>            <C>      <C>            <C>       <C>
Michael Conte. . .  2002   25,473   15,000   0              0        0              0         0
   President & . .  2001   18,400        0   0              0        0              0         0
   Chairman. . . .  2000        0        0   0              0        0              0         0
</TABLE>


Stock  Option  Plan

     2001  Stock  Option  Plan

     We  adopted our 2001 stock option plan on June 29, 2001.  The Plan provides
for  the  grant  of  options  intended  to qualify as "incentive stock options",
options  that are not intended to so qualify or "nonstatutory stock options" and
stock  appreciation rights.  The total number of shares of common stock reserved
for  issuance under the plan is 500,000, subject to adjustment in the event of a
stock split, stock dividend, recapitalization or similar capital change, plus an
indeterminate  number  of  shares  of common stock issuable upon the exercise of
"reload  options"  described below. We have not yet granted any options or stock
appreciation  rights  under  the  plan.

     The plan is presently administered by our board of directors, which selects
the  eligible persons to whom options shall be granted, determines the number of
common  shares  subject  to  each  option,  the  exercise price therefor and the
periods  during  which options are exercisable, interprets the provisions of the
plan  and,  subject  to  certain  limitations,  may  amend the plan. Each option
granted  under the plan shall be evidenced by a written agreement between us and
the  optionee.

                                    PAGE 12
<PAGE>

     Options  may be granted to our employees (including officers) and directors
and  certain  of  our  consultants  and  advisors.

     The  exercise  price for incentive stock options granted under the plan may
not  be  less  than  the  fair  market value of the common stock on the date the
option  is  granted,  except  for options granted to 10% stockholders which must
have  an  exercise  price  of not less than 110% of the fair market value of the
common  stock  on  the  date  the  option  is  granted.  The  exercise price for
nonstatutory  stock  options  is determined by the board of directors. Incentive
stock  options  granted  under the plan have a maximum term of ten years, except
for  10%  stockholders who are subject to a maximum term of five years. The term
of  nonstatutory  stock options is determined by the board of directors. Options
granted  under  the  plan  are  not transferable, except by will and the laws of
descent  and  distribution.

     The  board  of directors may grant options with a reload feature. Optionees
granted  a  reload  feature shall receive, contemporaneously with the payment of
the  option  price  in  common  stock, a right to purchase that number of common
shares  equal  to  the  sum  of (i) the number of shares of common stock used to
exercise  the  option,  and (ii) with respect to nonstatutory stock options, the
number of shares of common stock used to satisfy any tax withholding requirement
incident  to  the  exercise  of  such  nonstatutory  stock  option.

     Also,  the  plan  allows the board of directors to award to an optionee for
each  share  of  common  stock  covered  by an option, a related alternate stock
appreciation  right,  permitting the optionee to be paid the appreciation on the
option  in  lieu  of  exercising  the  option. The amount of payment to which an
optionee  shall  be  entitled upon the exercise of each stock appreciation right
shall be the amount, if any, by which the fair market value of a share of common
stock  on  the exercise date exceeds the exercise price per share of the option.

Option  Grants  In  Last  Fiscal  Year

     The following table sets forth information concerning stock options granted
to each of the executives named in the summary compensation table for the fiscal
year  ending  September  3,  2002:

<TABLE>
<CAPTION>
                                Percentage of Total of
               Number of Shares  Options Granted to
                  Underlying      Employees During      Exercise Price
Name           Options Granted      Fiscal Year        Per Share        Expiration Date
<S>            <C>              <C>                    <C>              <C>
Michael Conte  None             _________              _________        _________
</TABLE>


Options  Exercised  In  Last  Fiscal  Year  And  Fiscal  Year-End  Option Values

<TABLE>
<CAPTION>

                Shares                        Number of Shares Underlying      Value  of  Unexercised  In-the
             Acquired on        Value            Unexercised Options at             Money  Options  at
Name           Exercise       Realized              Fiscal Year-End                  Fiscal Year-End
                                             Exercisable     Unexercisable     Exercisable  Unexercisable
                                           ---------------  ---------------    -----------  -------------
<S>            <C>           <C>           <C>              <C>                <C>          <C>
Michael Conte   0             0             0                __________         0            0
</TABLE>

                                    PAGE 13
<PAGE>


Director's  Compensation  And  Committees

     We  have  not  paid and do not presently propose to pay compensation to any
director  for  acting in such capacity, except for the grant of shares of common
stock  or  options  and  reimbursement  for reasonable out-of-pocket expenses in
attending  meetings.

     We  have  an audit committee. The functions of the audit committee include:

          -  monitoring  our  financial  reporting  process and internal control
          systems;

          -  reviewing  and  appraising  the  audit  efforts  of our independent
          accountants  and  internal  auditing  functions;

          -  reviewing  compliance  with laws and regulations under which we are
          required  to  operate,  including compliance with the Nasdaq corporate
          governance  standards;  and

          -  providing  an  open  avenue  of communication among our independent
          accountants,  financial  and  senior  management,  internal  auditing
          department  and  board  of  directors.

     The  Board  of  Directors  does  not  have a standing nominating committee.
Nominations  for  election to the Board of Directors may be made by the Board of
Directors  or  by any shareholder entitled to vote for the election of directors
in  accordance  with  our  bylaws  and  Delaware  law.

     Meetings  may  be  held  from  time  to  time to consider matters for which
approval  of  our  Board  of  Directors  is  desirable  or  is  required by law.

Executives'  Compensation  Policies

     Compensation  of  our  executives  is intended to attract, retain and award
persons  who  are essential to the corporate enterprise.  The fundamental policy
of  our  executive  compensation program is to offer competitive compensation to
executives that appropriately rewards the individual executive's contribution to
corporate  performance.  The board of directors utilizes subjective criteria for
evaluation  of individual performance and relies substantially on our executives
in  doing  so.  The  Board  focuses  on two primary components of our executives
compensation  program,  each  of  which  is  intended  to reflect individual and
corporate  performance:  base  salary  and  long-term  incentive  compensation.

     Executives'  base  salaries  are  determined  primarily  by  reference  to
compensation  packages for similarly situated executives of companies of similar
size  or  in  comparable  lines  of  business with whom we expect to compete for
executive  talent  and  with  reference  to  revenues,  gross  profits and other
financial  criteria.  The  Board also assesses subjective qualitative factors to
discern  a  particular executive's relative value to the corporate enterprise in
establishing  base  salaries.

                                    PAGE 14
<PAGE>
     It is the Board's philosophy that significant stock ownership by management
creates  a  powerful  incentive  for  executives  to build long-term shareholder
value.  Accordingly,  the board believes that an integral component of executive
compensation  is  the  award  of equity-based compensation, which is intended to
align  executives' long-term interests with those of our shareholders. The board
believes  that  option  grants  should  be  considered  on  an  annual  basis.


ITEM  11.     Security  Ownership  Of  Certain  Beneficial Owners And Management

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership  of our common stock as of November 30, 2002.  The information in this
table  provides  the  ownership  information  for:

     a.  each  person  known by us to be the beneficial owner of more than 5% of
         our  common  stock;

     b.  each  of  our  directors;

     c.  each  of  our  executive  officers;  and

     d.  our  executive  officers,  directors  and director nominees as a group.

     Beneficial  ownership  has been determined in accordance with the rules and
regulations  of  the sec and includes voting or investment power with respect to
the  shares.  Unless  otherwise  indicated, the persons named in the table below
have  sole  voting  and  investment  power  with respect to the number of shares
indicated  as  beneficially  owned by them.  Common stock beneficially owned and
percentage  ownership  are  based  on  4,020,000  shares outstanding.  There are
currently  no  outstanding  options  or  warrants  to purchase any common stock.

     Name and Address of           Amount and Nature of
       Beneficial Owner            Beneficial Ownership      Percentage of Class

Michael  Conte
570 Seventh Avenue, Suite 2103
New York, NY 10018                 1,250,000                 31%

Kenneth  Coder
570 Seventh Avenue, Suite 2103
New York, NY 10018                     5,000                 less than 1%

Steven  Katz
440 S. Main St.
Milltown, NJ 08850                    10,000                 less than 1%

All Executive Officers and
Directors as a group (3 persons)   1,265,000                 31%

Brian  Seinwels
1170 Broadway, Suite 209
New York, NY 10001                 1,250,000                 31%

                                    PAGE 15
<PAGE>

     We  have contacted stock brokerage firms holding shares of our common stock
in  "street  name" to determine whether there are additional substantial holders
of  our  common  stock.


ITEM  12.     Certain  Relationships  And  Related  Transactions

     We  issued  2,500,000  shares  of our common stock to Michael C. Conte, our
president,  CFO  and  Chairman  of  the  Board  of Directors in exchange for the
transfer from Mr. Conte of all the shares of BMW Messenger Service, Inc. to DNC.

     BMW  Messenger  Service,  Inc.,  a  New York Corporation, is a wholly owned
subsidiary  of  DNC.

     Michael  C.  Conte,  our president and director, is affiliated with Paul B.
Gottbetter,  together  they  do  accounting  work as Gottbetter & Conte. Paul B.
Gottbetter  is  the  father  of  Adam  Gottbetter,  who  is  a partner in Kaplan
Gottbetter  &  Levenson,  LLP,  our  attorneys.

     We  issued  50,000 shares of our common stock to KGL Investments, ltd., the
beneficial  owner  of which is Kaplan Gottbetter & Levenson, LLP, counsel to the
Company.  The  shares were issued in exchange for $5,000 worth of legal services
rendered  (the  shares  were  valued  at  $.10  per  share).

     From  December,  2000  to December, 2001, we issued 1,455,000 shares of our
common  stock  at  $.10  per share, pursuant to a private offering to accredited
investors  and  a  limited  number  of  sophisticated  investors, for a total of
$145,500.

     In  January  2001, Michael Conte transferred 1,250,000 shares of his common
stock  valued  at  par  value $.0001 per share to Brian Seinwels, an employee of
DNC,  pursuant  to  an  option  agreement.

     In  September  2001, we issued 10,000 shares of our common stock, valued at
$.10  per  share,  to  director  Steve  Katz.

     In  June  2001,  we issued 5,000 shares of our common stock, valued at $.10
per  share,  to  secretary  and  director  Kenneth  Coder.

     We  believe  that  the  terms  of  the  above transactions are commercially
reasonable  and  no  less  favorable  to  us than we could have obtained from an
unaffiliated  third  party  on an arm's length basis. To the extent we may enter
into  any  agreements with related parties in the future, our board of directors
has  determined  that  such  agreements  must  be  on  similar  terms.

                                    PAGE 16
<PAGE>


ITEM  13.     Exhibits,  List  And  Reports  On  Form  8-K

(a)     Exhibit
        Number     Description

        *  3.1     Certificate  of  Incorporation
        *  3.2     By-Laws
        *  3.3     Amended  By-Laws
        * 10.1     Stock  Option  Plan  of  2001
          99.1     Certificate  of  Chief  Executive  Officer
          99.2     Certificate  of  Chief  Financial  Officer
*   Previously  filed  in  Registrant's  Form  SB-2

(b)     Reports  on  Form  8-K

     None.


ITEM  14.     Controls  and  Procedures.

     Our  principal  executive officer and principal financial officer evaluated
the  effectiveness  of  the Company's disclosure controls and procedures as of a
date  within  90  days  prior  to  the  filing  of  this  report.  Based on this
evaluation,  the  Company's  principal executive officer and principal financial
officer  have concluded that the Company's controls and procedures are effective
in  providing reasonable assurance that the information required to be disclosed
in  this report has been recorded, processed, summarized and reported within the
time  period  required  for the filing of this report. Subsequent to the date of
this  evaluation,  there  have  not been any significant changes in our internal
controls  or, to our knowledge, in other factors that could significantly affect
our  internal  controls.

                                    PAGE 17
<PAGE>
                                   SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    DELIVERY NOW CORPORATION
                                    (Registrant)

Date: January 14, 2003          By: /s/  Michael  Conte
                                    -------------------
                                    Michael  Conte
                                    Director, President (Principal Executive
                                    officer) and Treasurer (Principal Financial
                                    Officer)



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


Date: January 14, 2003          By: /s/  Michael  Conte
                                    -------------------
                                    Director, President (Principal Executive
                                    officer) and Treasurer (Principal Financial
                                    Officer)


Date: January 14, 2003          By: /s/  Steven  Katz
                                    -----------------
                                    Steven  Katz,  Director


Date: January 14, 2003          By: /s/  Kenneth  Coder
                                    -------------------
                                    Kenneth Coder, Director


                                    PAGE 18
<PAGE>
                                 CERTIFICATIONS

     I,  Michael  Conte,  certify  that:

     1.     I  have  reviewed  this annual report on Form 10-KSB of Delivery Now
Corp.

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

Date:  January  14,  2003          /s/  Michael  Conte
                                   ---------------------------
                                   Principal Executive Officer

                                    PAGE 19
<PAGE>
                                 CERTIFICATIONS
     I,  Michael  Conte,  certify  that:

     1.     I  have  reviewed  this annual report on Form 10-KSB of Delivery Now
Corp.

     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  know  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  or not there were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses

Date:  January  14,  2003          /s/  Michael  Conte
                                   ---------------------------
                                   Principal Financial Officer

                                    PAGE 20
<PAGE>


     Independent  Auditors'  Report


To  the  Board  of  Directors  and
Stockholders  of  Delivery  Now  Corp.


We  have  audited  the  accompanying  consolidated balance sheet of Delivery Now
Corp.  and  Subsidiary  as  of  September 30, 2002, and the related consolidated
statements  of  operations,  stockholders' equity and cash flows for each of the
two  years  ended  September  30,  2002.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with 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  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Delivery Now Corp.
and  Subsidiary  at  September  30,  2002, and the consolidated results of their
operations  and  their  cash flows for each of the two years ended September 30,
2002  in  conformity with accounting principles generally accepted in the United
States  of  America.


/S/Rogoff  &  Company,  P.C.

New  York,  New  York
December  23,  2002
<PAGE>


                        DELIVERY NOW CORP. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002

<TABLE>
<CAPTION>

                                     ASSETS


<S>                                             <C>
CURRENT ASSETS:
  CASH . . . . . . . . . . . . . . . . . . . .  $ 20,034
  ACCOUNTS RECEIVABLE, NET OF ALLOWANCE
    FOR DOUBTFUL ACCOUNTS OF $16,816 . . . . .    95,660
  LOAN RECEIVABLE - EMPLOYEES. . . . . . . . .     3,909
  LOAN TO SHAREHOLDER, NET OF ALLOWANCE
    FOR DOUBTFUL LOANS OF $10,000. . . . . . .         -
  PREPAID EXPENSES . . . . . . . . . . . . . .    10,055
                                                ---------

      TOTAL CURRENT ASSETS . . . . . . . . . .   129,658

OFFICE EQUIPMENT, NET OF ACCUMULATED
  DEPRECIATION OF $1,282 . . . . . . . . . . .     1,885

SECURITY DEPOSITS. . . . . . . . . . . . . . .     2,696
                                                ---------

                                                $134,239
                                                =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  CURRENT PORTION OF LOANS PAYABLE . . . . . .  $ 20,888
  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES . .    23,096
                                                ---------

    TOTAL CURRENT LIABILITIES. . . . . . . . .    43,984

LOANS PAYABLE, NET OF CURRENT PORTION. . . . .    41,792
                                                ---------

                                                  85,776
                                                ---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  PREFERRED STOCK, $.0001 PAR VALUE, 5,000,000
    SHARES AUTHORIZED; NONE OUTSTANDING. . . .         -
  COMMON STOCK, $.0001 PAR VALUE; 100,000,000
    SHARES AUTHORIZED; 4,020,000 SHARES ISSUED
    AND OUTSTANDING. . . . . . . . . . . . . .       402
  ADDITIONAL PAID IN CAPITAL . . . . . . . . .   128,273
  ACCUMULATED DEFICIT. . . . . . . . . . . . .   (80,212)
                                                ---------

    TOTAL STOCKHOLDERS' EQUITY . . . . . . . .    48,463
                                                ---------

                                                $134,239
                                                =========

<FN>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.

</TABLE>



                                       F-2
<PAGE>

                        DELIVERY NOW CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>



<S>                                <C>           <C>


                                       2002          2001
                                   ------------  ------------
REVENUE . . . . . . . . . . . . .  $   801,723   $   686,738
                                   ------------  ------------
OPERATING EXPENSES:
  SERVICE EXPENSES. . . . . . . .      532,969       483,196
  SELLING EXPENSES. . . . . . . .       15,651        17,814
  GENERAL AND ADMINISTRATIVE. . .      338,689       206,727
                                   ------------  ------------

    TOTAL OPERATING EXPENSES. . .      887,309       707,737
                                   ------------  ------------

OPERATING LOSS. . . . . . . . . .      (85,586)      (20,999)
                                   ------------  ------------

OTHER INCOME (EXPENSE):
  INTEREST INCOME . . . . . . . .          263           187
  CAPITAL LOSS. . . . . . . . . .            -          (665)
                                   ------------  ------------

    TOTAL OTHER INCOME (EXPENSE).          263          (478)
                                   ------------  ------------

NET LOSS. . . . . . . . . . . . .  $   (85,323)  $   (21,477)
                                   ============  ============


EARNINGS PER SHARE
  (BASIC AND DILUTED) . . . . . .  $     (0.02)  $     (0.01)
                                   ============  ============

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING (BASIC AND DILUTED)    3,804,852     2,757,986
                                   ============  ============







<FN>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.
</TABLE>



                                       F-3

<PAGE>

                        DELIVERY NOW CORP. AND SUBSIDIARY
                        STATEMENT OF STOCKHOLDERS' EQUITY
                               SEPTEMBER 30, 2002
<TABLE>
<CAPTION>
<S>                                   <C>           <C>        <C>        <C>              <C>
                                           COMMON STOCK        ADDITIONAL     RETAINED        TOTAL
                                      ----------------------    PAID IN       EARNINGS    STOCKHOLDERS'
                                         SHARES      AMOUNT      AMOUNT       (DEFICIT)      EQUITY
                                      ------------  ---------  ---------  ---------------  ---------
BALANCE, SEPTEMBER 30, 2000. . . . .     2,550,000  $     255  $   6,045  $       26,588   $ 32,888

ISSUANCE OF COMMON STOCK THROUGH A
  PRIVATE PLACEMENT. . . . . . . . .       459,750         46     29,429               -     29,475

ISSUANCE OF COMMON STOCK FOR SERVICE        15,000          1      1,499               -      1,500

NET LOSS . . . . . . . . . . . . . .             -          -          -         (21,477)   (21,477)
                                      ------------  ---------  ---------  ---------------  ---------

BALANCE, SEPTEMBER 30, 2001. . . . .     3,024,750        302     36,973           5,111     42,386

ISSUANCE OF COMMON STOCK THROUGH A .       985,250         99     81,301               -     81,400
  PRIVATE PLACEMENT

CONVERSION OF DEBT TO EQUITY . . . .        10,000          1      9,999               -     10,000

NET LOSS . . . . . . . . . . . . . .             -          -          -         (85,323)   (85,323)
                                      ------------  ---------  ---------  ---------------  ---------

BALANCE, SEPTEMBER 30, 2002. . . . .     4,020,000  $     402  $ 128,273  $      (80,212)  $ 48,463
                                      ============  =========  =========  ===============  =========

<FN>
SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.


</TABLE>




                                       F-4

<PAGE>
                        DELIVERY NOW CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>



<S>                                                 <C>        <C>        <C>


                                                     2002       2001
                                                   ---------  ---------
CASH FLOWS FROM OPERATING ACTIVITIES:

NET LOSS . . . . . . . . . . . . . . . . . . . . .  $(85,323)  $(21,477)
ADJUSTMENTS TO RECONCILE NET LOSS TO
 NET CASH USED IN OPERATING ACTIVITIES:
  DEPRECIATION . . . . . . . . . . . . . . . . . .       452      1,299
  PROVISION FOR DOUBTFUL ACCOUNTS. . . . . . . . .    15,000          -
  PROVISION FOR DOUBTFUL LOAN TO SHAREHOLDER . . .    10,000          -
  COMMON STOCK ISSUED FOR SERVICES . . . . . . . .         -      1,500
CHANGE IN OPERATING ASSETS AND LIABILITIES:
    ACCOUNTS RECEIVABLE. . . . . . . . . . . . . .   (21,673)   (13,426)
  LOAN RECEIVABLE - EMPLOYEE . . . . . . . . . . .    (3,909)         -
    PREPAID EXPENSES . . . . . . . . . . . . . . .     2,030     (2,016)
   SECURITY DEPOSITS . . . . . . . . . . . . . . .      (296)         -
    ACCOUNTS PAYABLE AND ACCRUED LIABILITIES . . .    16,250     (6,616)
                                                    ---------  ---------

NET CASH USED IN OPERATING ACTIVITIES. . . . . . .   (67,469)   (40,736)
                                                    ---------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    LOANS TO SHAREHOLDERS. . . . . . . . . . . . .         -    (10,000)
                                                    ---------  ---------

CASH FLOW FROM FINANCING ACTIVITIES:
  PROCEEDS FROM PRIVATE PLACEMENT. . . . . . . . .    81,400     29,475
  PROCEEDS FROM LOAN PAYABLE . . . . . . . . . . .    10,465     29,654
  REPAYMENT OF LOANS PAYABLE . . . . . . . . . . .   (11,259)   (22,800)
                                                    ---------  ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . .    80,606     36,329
                                                    ---------  ---------

INCREASE (DECREASE) IN CASH. . . . . . . . . . . .    13,137    (14,407)

CASH, BEGINNING OF YEAR. . . . . . . . . . . . . .     6,897     21,304
                                                    ---------  ---------

CASH, END OF YEAR. . . . . . . . . . . . . . . . .  $ 20,034   $  6,897
                                                    =========  =========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

  CASH PAID DURING THE YEAR FOR INTEREST . . . . .  $  3,250   $  4,681
                                                    =========  =========

  CASH PAID DURING THE YEAR FOR TAXES. . . . . . .  $  1,571   $    400
                                                    =========  =========

SUPPLEMENTAL DISCLOSURES OF NON CASH FINANCING
  ACTIVITIES:

  CONVERSION OF DEBT TO EQUITY EFFECT ON EQUITY. .  $ 10,000   $      -
                                                    =========  =========

  CONVERSION OF DEBT TO EQUITY EFFECT ON DEBT. . .  $(10,000)  $      -
                                                    =========  =========


<FN>

SEE  NOTES  CONSOLIDATED  FINANCIAL  STATEMENTS.
</TABLE>
                                       F-5

<PAGE>

                        DELIVERY NOW CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  1  -  NATURE  OF  BUSINESS

DELIVERY NOW CORP. (THE "COMPANY"), WAS INCORPORATED IN THE STATE OF DELAWARE ON
OCTOBER 3, 2000.  THE COMPANY, THROUGH ITS WHOLLY OWNED SUBSIDIARY BMW MESSENGER
SERVICES,  INC.  ("BMW"),  DELIVERS ENVELOPES BY BIKE MESSENGERS AND PACKAGES BY
VAN  IN  THE  NEW  YORK  CITY  METROPOLITAN AREA.  BMW RECEIVES PHONE CALLS FROM
CUSTOMERS SEEKING SUCH DELIVERIES AND THEN DISPATCHES ITS MESSENGERS VIA TWO-WAY
RADIO  TO  DELIVER  THE  ENVELOPES  AND PACKAGES VIA BICYCLE OR VAN. BMW OBTAINS
THESE JOB ORDERS THROUGH REFERRALS FROM EXISTING CUSTOMERS AND THROUGH ITS SALES
FORCE.

BMW  WAS FORMED ON SEPTEMBER 23, 1999 IN THE STATE OF NEW YORK AND OPERATED AS A
SUB-CHAPTER  S  CORPORATION  FROM  INCEPTION THROUGH OCTOBER 3, 2000 WHEN IT WAS
ACQUIRED  BY  THE  COMPANY.  BMW  HAD  NO  TRANSACTIONS  FOR  THE PERIOD BETWEEN
SEPTEMBER  23,  1999  AND  SEPTEMBER  30, 1999.  MICHAEL CONTE, PRESIDENT OF THE
COMPANY,  WAS  THE  SOLE  OWNER  OF  BMW.

ON  OCTOBER  3, 2000 THE COMPANY ACQUIRED 100% OF BMW'S COMMON STOCK IN EXCHANGE
FOR  2,500,000  SHARES  OF  THE  COMPANY'S  COMMON  STOCK.  AT  THE  TIME OF THE
TRANSACTION MICHAEL CONTE WAS THE SOLE SHAREHOLDER OF THE COMPANY.  ACCORDINGLY,
THIS BUSINESS COMBINATION WAS ACCOUNTED FOR AT HISTORICAL COST AS AN EXCHANGE OF
SHARES  BETWEEN  ENTERPRISES  UNDER  COMMON  CONTROL.

NOTE  2  -  BASIS  OF  PRESENTATION  AND  CONSOLIDATION

THE CONSOLIDATED FINANCIAL STATEMENTS INCLUDE THE ACCOUNTS OF DELIVERY NOW CORP.
AND  ITS  WHOLLY  OWNED  SUBSIDIARY,  BMW  MESSENGER SERVICE, INC.  ALL MATERIAL
INTERCOMPANY  TRANSACTIONS  AND  BALANCES HAVE BEEN ELIMINATED IN CONSOLIDATION.

NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

OFFICE  EQUIPMENT

OFFICE  EQUIPMENT  IS STATED AT COST LESS ACCUMULATED DEPRECIATION. DEPRECIATION
IS  PROVIDED  FOR IN AMOUNTS SUFFICIENT TO CHARGE THE COST OF DEPRECIABLE ASSETS
TO  OPERATIONS  OVER  THEIR  ESTIMATED  SERVICE  LIVES ON A STRAIGHT-LINE BASIS,
GENERALLY  FIVE  YEARS.  THE  COMPANY  USES  THE SAME METHOD OF DEPRECIATION FOR
FINANCIAL REPORTING AND TAX PURPOSES.  ROUTINE MAINTENANCE AND REPAIRS AND MINOR
REPLACEMENT  COSTS  ARE  CHARGED TO EXPENSE AS INCURRED, WHILE EXPENDITURES THAT
EXTEND  THE  SERVICE  LIFE  OF  THESE  ASSETS ARE CAPITALIZED.  UPON THE SALE OR
RETIREMENT  OF  OFFICE  EQUIPMENT, THE COST AND RELATED ACCUMULATED DEPRECIATION
WILL  BE  REMOVED  FROM  THE  ACCOUNTS  AND THE RESULTING PROFIT OR LOSS WILL BE
REFLECTED  IN  THE  STATEMENT  OF  OPERATIONS.





                                       F-6

<PAGE>

                        DELIVERY NOW CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

INCOME  TAXES

THE  COMPANY USES THE LIABILITY METHOD FOR INCOME TAXES AS REQUIRED BY STATEMENT
OF  FINANCIAL  ACCOUNTING  STANDARDS  ("SFAS")  NO.  109  "ACCOUNTING FOR INCOME
TAXES."  UNDER  THIS  METHOD, DEFERRED TAX ASSETS AND LIABILITIES ARE DETERMINED
BASED  ON  DIFFERENCES  BETWEEN  FINANCIAL REPORTING AND TAX BASIS OF ASSETS AND
LIABILITIES.  DEFERRED TAX ASSETS AND LIABILITIES ARE MEASURED USING ENACTED TAX
RATES  AND  LAWS  THAT  WILL  BE  IN EFFECT WHEN THE DIFFERENCES ARE EXPECTED TO
REVERSE.  VALUATION ALLOWANCES ARE ESTABLISHED WHEN NECESSARY TO REDUCE DEFERRED
TAX  ASSETS  TO  THE  AMOUNT  EXPECTED  TO  BE  REALIZED.

REVENUE  RECOGNITION

REVENUE  IS  RECOGNIZED  UPON  DELIVERY OF ENVELOPES AND PACKAGES WHETHER OR NOT
SUCH  TRANSACTIONS  HAVE  BEEN  SETTLED  BY  THE  RECEIPT  OR  PAYMENT  OF CASH.

EARNING  PER  SHARE

THE  COMPANY  PRESENTS  BASIC  EARNINGS  (LOSS)  PER  SHARE, AND IF APPROPRIATE,
DILUTED  EARNINGS  PER  SHARE IN ACCORDANCE WITH THE PROVISIONS OF SFAS NO. 128,
EARNINGS  PER  SHARE"  ("SFAS  128").

UNDER  SFAS  128 BASIC NET EARNINGS (LOSS) PER SHARE IS COMPUTED BY DIVIDING THE
NET  EARNINGS  (LOSS)  FOR  THE  PERIOD BY THE WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING  FOR  THE  PERIOD.  DILUTED  NET  EARNINGS  PER SHARE IS COMPUTED BY
DIVIDING   THE   NET    EARNINGS  FOR   THE  PERIOD  BY  THE   WEIGHTED  AVERAGE
NUMBER  OF COMMON SHARE EQUIVALENTS DURING THE PERIOD.  COMMON STOCK EQUIVALENTS
WOULD  ARISE FROM THE EXERCISE OF STOCK OPTIONS.  THROUGH SEPTEMBER 30, 2002 THE
COMPANY  HAS  NOT  ISSUED  ANY  STOCK  OPTIONS.

IMPAIRMENT  OF  LONG-LIVED  ASSETS

THE  COMPANY REVIEWS LONG-LIVED ASSETS FOR IMPAIRMENT WHENEVER CIRCUMSTANCES AND
SITUATIONS CHANGE SUCH THAT THERE IS AN INDICATION THAT THE CARRYING AMOUNTS MAY
NOT  BE  RECOVERED.  IN SUCH CIRCUMSTANCES, THE COMPANY WILL ESTIMATE THE FUTURE
CASH  FLOWS  EXPECTED  TO  RESULT  FROM  THE  USE  OF THE ASSET AND ITS EVENTUAL
DISPOSITION.  FUTURE  CASH  FLOWS  ARE  THE  FUTURE  CASH INFLOWS EXPECTED TO BE
GENERATED  BY  AN  ASSET  LESS  THE  FUTURE OUTFLOWS EXPECTED TO BE NECESSARY TO
OBTAIN   THOSE  INFLOWS.  IF   THE  SUM  OF   THE  EXPECTED  FUTURE  CASH  FLOWS
(UNDISCOUNTED  AND WITHOUT INTEREST CHARGES) IS LESS THAN THE CARRYING AMOUNT OF
THE  ASSET,  THE COMPANY WILL RECOGNIZE AN IMPAIRMENT LOSS TO ADJUST TO THE FAIR
VALUE  OF THE ASSET.  AT SEPTEMBER 30, 2002, THE COMPANY BELIEVES THAT THERE HAS
BEEN  NO  IMPAIRMENT  OF  ITS  LONG-LIVED  ASSETS.


                                       F-7

<PAGE>

                        DELIVERY NOW CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

IN  AUGUST  2001,  THE FINANCIAL ACCOUNTING STANDARDS BOARD ("FASB") ISSUED SFAS
NO. 144, "ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS".  THIS
STATEMENT  IS EFFECTIVE FOR FISCAL YEARS BEGINNING AFTER DECEMBER 15, 2001. THIS
SUPERSEDES SFAS NO. 121, "ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND
LONG-LIVED  ASSETS  TO BE DISPOSED OF," WHILE RETAINING MANY OF THE REQUIREMENTS
OF  SUCH  STATEMENT.  THE  COMPANY  HAS  ADOPTED THIS STATEMENT AS OF OCTOBER 1,
2002.

FINANCIAL  INSTRUMENTS

THE  CARRYING  AMOUNTS  OF  FINANCIAL   INSTRUMENTS,  INCLUDING  CASH  AND  LOAN
RECEIVABLE  -  EMPLOYEES APPROXIMATE FAIR VALUE AT SEPTEMBER 30, 2002 BECAUSE OF
THE  SHORT-TERM  NATURE  OF  THE  INSTRUMENTS.  THE  CARRYING VALUE OF THE LOANS
PAYABLE  APPROXIMATE  FAIR  VALUE AS OF SEPTEMBER 30, 2002 BASED UPON DEBT TERMS
AVAILABLE  FOR  ENTITIES  UNDER  SIMILAR  TERMS.

USE  OF  ESTIMATES

THE PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH ACCOUNTING PRINCIPLES
GENERALLY  ACCEPTED  IN THE UNITED STATES OF AMERICA REQUIRED MANAGEMENT TO MAKE
ESTIMATES  AND  ASSUMPTIONS  THAT  AFFECT  THE  REPORTED  AMOUNTS  OF ASSETS AND
LIABILITIES  AND THE DISCLOSURE OF CONTINGENT ASSETS AND LIABILITIES AT THE DATE
OF  THE  FINANCIAL  STATEMENTS  AND  REVENUE  AND  EXPENSES DURING THE REPORTING
PERIOD.  ACTUAL  RESULTS  COULD  DIFFER  FROM  THOSE  ESTIMATED.

RECLASSIFICATIONS

CERTAIN  RECLASSIFICATIONS  HAVE  BEEN  MADE   TO  THE  PRIOR  YEAR'S  FINANCIAL
STATEMENTS IN ORDER TO CONFORM TO THE CURRENT YEAR.

NEW  ACCOUNTING  PRONOUNCEMENTS

IN JULY 2001 THE FASB ISSUED SFAS NO. 141, "BUSINESS COMBINATIONS" ("SFAS 141").
SFAS  141  REQUIRES  THE  PURCHASE  METHOD  OF  ACCOUNTING  FOR  ALL  BUSINESS
COMBINATIONS  INITIATED  AFTER  JUNE  30,  2001  AND  ELIMINATES  THE
POOLING-OF-INTEREST  METHOD.  SFAS  141  FURTHER  CLARIFIES  THE  CRITERIA  FOR
RECOGNITION  OF  INTANGIBLE  ASSETS  SEPARATELY  FROM  GOODWILL.

IN  JULY  2001  THE  FASB  ISSUED  SFAS  NO. 142, "GOODWILL AND OTHER INTANGIBLE
ASSETS,"  ("SFAS  142").  SFAS  142  ELIMINATES THE AMORTIZATION OF GOODWILL AND
INDEFINITE  LIVED  INTANGIBLE  ASSETS  AND  INITIATES  AN  ANNUAL  REVIEW  FOR
IMPAIRMENT.  IDENTIFIABLE  INTANGIBLE ASSETS WITH DETERMINABLE USEFUL LIVES WILL
CONTINUE  TO  BE AMORTIZED.  THE COMPANY ADOPTED THIS STATEMENT AS OF OCTOBER 1,
2002  AND  MANAGEMENT  DOES NOT BELIEVE THAT THIS STATEMENT WILL HAVE A MATERIAL
IMPACT  ON  THE  FINANCIAL  STATEMENTS.




                                       F-8

<PAGE>

                        DELIVERY NOW CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

IN  JUNE  2001  THE  FASB  ISSUED SFAS NO. 143, "ACCOUNTING FOR ASSET RETIREMENT
OBLIGATIONS,"  WHICH  ADDRESSES  THE  FINANCIAL  ACCOUNTING  AND  REPORTING  FOR
OBLIGATIONS ASSOCIATED WITH THE RETIREMENT OF TANGIBLE LONG-LIVED ASSETS AND THE
ASSOCIATED ASSET RETIREMENT COSTS.  THE COMPANY ADOPTED THIS STATEMENT EFFECTIVE
OCTOBER  1, 2002 AND MANAGEMENT DOES NOT BELIEVE THAT THIS STATEMENT WILL HAVE A
MATERIAL  IMPACT  ON  THE  FINANCIAL  STATEMENTS.

IN JUNE 2002 THE FASB ISSUED SFAS NO. 146, "ACCOUNTING FOR COSTS ASSOCIATED WITH
EXIT  OR DISPOSAL ACTIVITIES," ("SFAS 146").  SFAS 146 IS EFFECTIVE FOR EXIT AND
DISPOSAL  ACTIVITIES  THAT  ARE  INITIATED  AFTER DECEMBER 31, 2002 AND REQUIRES
THESE  COSTS  TO BE RECOGNIZED WHEN THE LIABILITY IS INCURRED AND NOT AT PROJECT
INITIATION.  THE  COMPANY  DOES  NOT  EXPECT  THIS  STATEMENT TO HAVE A MATERIAL
IMPACT  ON  THE  FINANCIAL  STATEMENTS.

MANAGEMENT  DOES  NOT  BELIEVE  THAT  RECENTLY  ISSUED,  BUT  NOT  YET EFFECTIVE
ACCOUNTING  PRONOUNCEMENTS  IF CURRENTLY ADOPTED WOULD HAVE A MATERIAL EFFECT ON
THE  ACCOMPANYING  FINANCIAL  STATEMENTS.

NOTE  4  -  LOAN  RECEIVABLE  -  STOCKHOLDER

DURING  THE  YEAR  ENDED SEPTEMBER 30, 2001 THE COMPANY LOANED $10,000 TO ONE OF
THE COMPANY'S OFFICERS AND STOCKHOLDERS, INTEREST FREE.  DUE TO THE FACT THAT NO
AMOUNTS  HAVE  BEEN REPAID, AS OF SEPTEMBER 30, 2002, THE COMPANY HAS DETERMINED
THAT  THIS  LOAN  WAS  IMPAIRED  AND RECORDED AN ALLOWANCE FOR DOUBTFUL LOANS OF
$10,000  AGAINST  THE  LOAN  RECEIVABLE.

NOTE  5  -  LOANS  PAYABLE

DURING  OCTOBER  2001  THE  COMPANY  OBTAINED  A  BUSINESS INSTALLMENT LOAN (THE
"LOAN")  IN  THE  PRINCIPAL  AMOUNT OF $75,000.  THE LOAN REQUIRES INTEREST ONLY
PAYMENTS  DURING  THE  FIRST YEAR AT 2% BELOW THE CHASE PRIME RATE (THE "RATE"),
WHICH  IS  6.25%  AT  SEPTEMBER  30, 2002.  THEREAFTER THE LOAN REQUIRES MONTHLY
PAYMENTS OF PRINCIPAL AND INTEREST AT THE RATE TO BE REPAID OVER FIVE YEARS. THE
COMPANY  HAS  MADE  VOLUNTARY  PRINCIPAL  PAYMENTS  IN  ADVANCE OF THE REPAYMENT
SCHEDULE.

THE  COMPANY  FINANCES  ITS  INSURANCE THROUGH SEVERAL LOANS PAYABLE AT INTEREST
RATES  RANGING  FORM  10.5%  TO  13.75%.  THE  LOANS REQUIRE MONTHLY PAYMENTS OF
PRINCIPAL  AND  INTEREST  FOR  A  TERM  OF  SEVEN  TO  TWELVE  MONTHS.

DURING  THE  FISCAL  YEAR  ENDED SEPTEMBER 30, 2001 THE COMPANY BORROWED $10,000
FROM  JEAN  DEFRESCO, AT NO INTEREST.  DURING FISCAL 2002 THE LOAN WAS CONVERTED
TO  10,000  SHARES  OF  THE  COMPANY'S  COMMON  STOCK  AT  $1  PER  SHARE.



                                       F-9

<PAGE>
                        DELIVERY NOW CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

NOTE  5  -  LOANS  PAYABLE  -  CONTINUED

LOANS  PAYABLE  CONSISTS  OF  THE  FOLLOWING  AS  OF  SEPTEMBER  30,  2002:
<TABLE>
<CAPTION>
<S>                                      <C>
  LOAN PAYABLE - CHASE. . . . . . . . .  $55,757
  INSURANCE FINANCING LOANS . . . . . .    6,923
                                         -------

                                          62,680
  LESS CURRENT PORTION OF LOANS PAYABLE   20,888
                                         -------

                                         $41,792
                                         =======
</TABLE>


THE  AGGREGATE  MATURITIES  OF  LOANS  PAYABLE  AS  OF SEPTEMBER 30, 2002 ARE AS
FOLLOWS:

<TABLE>
<CAPTION>
<C>      <S>           <C>
                       PRINCIPAL
         FISCAL YEAR.  REPAYMENTS
         ------------  ----------
         2003          $20,888
         2004           14,865
         2005           15,820
         2006           11,107
                       ----------
                       $62,680
                       ==========
</TABLE>


THE  LOAN  PAYABLE  -  CHASE  IS  SECURED  BY  ALL  OF  THE  COMPANY'S  ASSETS.

NOTE  6  -  INCOME  TAXES

THE  COMPANY HAS NOT RECORDED A TAX LIABILITY FOR EITHER FEDERAL OR STATE INCOME
TAXES  BECAUSE THE COMPANY HAS A NET LOSS FOR THE YEAR ENDED SEPTEMBER 30, 2002.
THE  COMPANY  HAS NET OPERATING LOSS CARRYFORWARDS OF APPROXIMATELY $80,000 THAT
BEGIN  TO  EXPIRE  IN  THE YEAR 2020.  THE DEFERRED TAX ASSETS CONSIST OF TIMING
DIFFERENCES  RELATING  TO  THE  ALLOWANCE  FOR  DOUBTFUL  ACCOUNTS  AND  LOAN TO
STOCKHOLDER  AND  NET  OPERATING LOSS CARRYFORWARDS.  THE COMPANY HAS RECORDED A
100%  VALUATION  ALLOWANCE  AGAINST  THE  DEFERRED  TAX ASSET BECAUSE IT IS MORE
LIKELY  THAN  NOT  THAT  THE  DEFERRED  TAX  ASSET  WILL  NOT  BE  REALIZED.

THE  COMPONENTS  OF  THE  NET  DEFERRED  TAX  ASSET  ARE  AS  FOLLOWS:

<TABLE>
<CAPTION>
<S>                                  <C>
DEFERRED TAX ASSETS:
  ALLOWANCE FOR DOUBTFUL ACCOUNTS .  $  2,522
  ALLOWANCE FOR LOAN TO STOCKHOLDER     1,500
  NET OPERATING LOSS CARRYFORWARD .    12,000
                                     ---------

                                       16,022
VALUATION ALLOWANCE . . . . . . . .   (16,022)
                                     ---------

                                     $      -
                                     =========
</TABLE>



                                      F-10
<PAGE>

                        DELIVERY NOW CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  7  -  EQUITY  TRANSACTIONS

DURING  DECEMBER  2001  THE  COMPANY COMPLETED THE SALE OF 985,250 SHARES OF ITS
COMMON  STOCK  AS  PART  OF  THE  PRIVATE  PLACEMENT  AUTHORIZED BY THE BOARD OF
DIRECTORS  DURING  OCTOBER  2000.  AS  A  RESULT  OF THIS PORTION OF THE PRIVATE
PLACEMENT  THE  COMPANY  RECEIVED  PROCEEDS OF $98,525 AGAINST OFFERING COSTS OF
$17,125  THAT  WERE  CHARGED  AGAINST  THE  PROCEEDS  OF  THE  OFFERING.

DURING  JUNE  2001,  THE  COMPANY  ISSUED  5,000  SHARES  OF ITS COMMON STOCK TO
DIRECTOR KENNETH CODER AND IN SEPTEMBER 2001 THE COMPANY ISSUED 10,000 SHARES OF
ITS  COMMON  STOCK TO DIRECTOR STEVE KATZ, AS A COMPENSATION FOR THEIR SERVICES.
THESE  SHARES  WERE  VALUED BASED UPON THE PRICE PLACED ON THE SHARES DURING THE
PRIVATE  PLACEMENT  ($.10  PER  SHARE).

DURING  OCTOBER  2000,  THE  COMPANY'S  BOARD  OF DIRECTORS AUTHORIZED A PRIVATE
PLACEMENT  OFFERING  OF  THE  COMPANY'S  COMMON  STOCK  TO  A  LIMITED NUMBER OF
SOPHISTICATED  INVESTORS  AT  A  PRICE OF $.10 PER SHARE.  THE COMPANY COMPLETED
THIS  PRIVATE  PLACEMENT  DURING  THE  YEAR  ENDED SEPTEMBER 30, 2001 AND ISSUED
459,750  SHARES  OF  THE  COMPANY'S  COMMON STOCK, RESULTING IN CASH PROCEEDS OF
$45,975.  OFFERING  EXPENSES  TOTALED  $16,500  AND  WERE  CHARGED  AGAINST  THE
PROCEEDS  OF  THE  OFFERING.

NOTE  8  -  STOCK  OPTIONS

THE COMPANY ADOPTED ITS 2000 STOCK OPTION PLAN (THE "PLAN") DURING OCTOBER 2000.
THE  PLAN  PROVIDES  FOR  THE GRANTING OF INCENTIVE STOCK OPTIONS, NON-STATUTORY
STOCK  OPTIONS AND STOCK APPRECIATION RIGHTS. THE INCENTIVE STOCK OPTIONS CAN BE
GRANTED  TO  ALL EMPLOYEES AND OFFICERS OF THE COMPANY.  THE NON-STATUTORY STOCK
OPTIONS CAN BE GRANTED TO ALL EMPLOYEES, NON-EMPLOYEE DIRECTORS, AND CONSULTANTS
OF  THE  COMPANY.  THE  NUMBER  OF  SHARES OF COMMON STOCK RESERVED FOR ISSUANCE
UNDER THE PLAN IS 500,000, SUBJECT AND ADJUSTMENT IN THE EVENT OF A STOCK SPLIT,
STOCK  DIVIDEND,  RECAPITALIZATION  OR  SIMILAR  CHANGE IN THE COMPANY'S CAPITAL
STRUCTURE.  THE  COMPANY  HAS  NOT YET GRANTED ANY OPTIONS OR STOCK APPRECIATION
RIGHTS  UNDER  THE  PLAN.

THE  PLAN  IS  PRESENTLY ADMINISTERED BY THE COMPANY'S BOARD OF DIRECTORS, WHICH
SELECTS  THE  ELIGIBLE  PERSONS TO WHOM OPTIONS SHALL BE GRANTED, DETERMINES THE
NUMBER  OF  COMMON SHARES SUBJECT TO EACH OPTION, THE EXERCISE PRICE THEREOF AND
THE  PERIOD  DURING  WHICH OPTIONS ARE EXERCISABLE, INTERPRETS THE PROVISIONS OF
THE  PLAN  AND  SUBJECT  TO  CERTAIN  LIMITATIONS,  MAY  AMEND  THE  PLAN.








                                      F-11
<PAGE>
                        DELIVERY NOW CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  9  -  CREDIT  RISK

ACCOUNTS  RECEIVABLE  CONSISTS  OF GENERALLY SMALL BALANCES OF TRADE RECEIVABLES
DUE  FROM  A LARGE NUMBER OF CUSTOMERS.  THE COMPANY REQUIRES NO COLLATERAL FROM
ITS  CUSTOMERS  AND  MAINTAINS  AN  ALLOWANCE FOR DOUBTFUL ACCOUNTS BASED ON THE
CURRENT  EVALUATION  OF  THE EXPECTED COLLECTIBILITY OF ITS ACCOUNTS RECEIVABLE.

NOTE  10  -  LEASE  COMMITMENTS

THE  COMPANY  LEASES  OFFICE  SPACE  IN  NEW  YORK  CITY  UNDER A NON-CANCELABLE
OPERATING  LEASE  EXPIRING  SEPTEMBER  30, 2004.  THE COMPANY IS REQUIRED TO PAY
RENT  IN  MONTHLY IN THE AMOUNT OF $1,348 FOR THE PERIOD OCTOBER 1, 2002 THROUGH
SEPTEMBER  30,  2003  AND  $1,415  FOR  THE  PERIOD FROM OCTOBER 1, 2003 THROUGH
SEPTEMBER  30,  2004.  DURING  THE  YEARS  ENDED SEPTEMBER 30, 2002 AND 2001 THE
COMPANY  RECORDED  RENT  EXPENSE  OF  APPROXIMATELY  $15,000  AND  $14,000,
RESPECTIVELY.


<PAGE>


                                                                    EXHIBIT 99.1


                            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 Delivery Now Corp. (the "Company")
on  Form  10-KSB  for  the  period  ending September  30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Michael
Conte,  Chief  Executive  Officer of the Company, certify, pursuant to 18 U.S.C.
section  1350,  as  adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002,  that;

     (1)  The  Report  fully  complies with the requirements of section 13(a) or
     15(d)  of  the  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/  Michael  Conte
-------------------
Chief  Executive  Officer

January  14,2003

<PAGE>

EXHIBIT  99.2


                             CERTIFICATE 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 Delivery Now Corp. (the "Company")
on  Form  10-KSB  for  the  period  ending  September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Michael
Conte,  Chief  Financial  Officer of the Company, certify, pursuant to 18 U.S.C.
section  1350,  as  adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002,  that:

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

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

/s/  Michael  Conte
-------------------
Chief  Financial  Officer

January  14,2003