UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934: For the fiscal year ending March 31, 2004

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934: For the transition period from _________ to _________

                        Commission file number: 005-78248

                                AUTOCARBON, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

          Delaware                                      33-0976805
-----------------------------------          ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)

126 E. 83rd Street, Suite 2F, New York, NY                  10028
(Address of Principal executive offices)                  (Zip Code)

Issuer's telephone number: (212) 717-4254

Securities registered under Section 12(b) of the "Exchange Act"

Common Share Par Value, $.0001
   (Title of each Class)

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

Check whether the issuer (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 a 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-K 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 II of this Form 10-KSB
or any amendment to this Form 10-KSB. | |

The issuer's revenues for its most recent fiscal year:  $0.00
                                                         -----

The aggregate market value of the voting and non-voting common equity held by
non-affiliates based on the average bid and asked price of such common equity,
as of March 31, 2004 was approximately $240,000 .
                                        ----------

The number of shares of Common Stock outstanding, as of March 31, 2004 was:
33,056,185.

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

<PAGE>

                                AUTOCARBON, INC.
                          ANNUAL REPORT ON FORM 10-KSB

                      FOR FISCAL YEAR ENDED MARCH 31, 2004

                                      INDEX
                                                                            PAGE
                                                                             NO:
PART I...................................................................... 3

ITEM 1.  DESCRIPTION OF BUSINESS............................................ 3
ITEM 2.  DESCRIPTION OF PROPERTY............................................ 8
ITEM 3.  LEGAL PROCEEDINGS.................................................. 9
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDEDRS............... 9

PART II..................................................................... 9

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS................................................ 9
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
         OPERATION.......................................................... 11
ITEM 7.  FINANCIAL STATEMENTS............................................... 18
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE............................. 19
ITEM 8a. CONTROLS AND PROCEDURES............................................ 19


PART III.................................................................... 20

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
         CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF
         THE EXCHANGE ACT................................................... 20
ITEM 10  EXECUTIVE COMPENSATION............................................. 21
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWERNS AND MANGAEMENT..... 21
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................... 22
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................... 23
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES............................. 24

SIGNATURES.................................................................. 24
CERTIFICATIONS.............................................................. 25

                                        2
<PAGE>

                                Autocarbon, Inc.

                                     Part I

Item 1.       Description of Business

Business Development:

Autocarbon, Inc. (formerly Autocarbon.com, Inc.) (the "Company") was
incorporated on June 26, 2001 under the laws of the State of Delaware as
Autocarbon.com, Inc. On October 25, 2002 Autocarbon, Inc. was incorporated under
the laws of the State of Delaware and became a wholly owned subsidiary of
Autocarbon.com, Inc. and was merged into Autocarbon.com, Inc. on October 28,
2002. The surviving corporation, Autocarbon.com, Inc. changed its name to
Autocarbon, Inc.

Business

The Company was previously engaged in the sale and marketing of carbon fiber and
composite products. That business was discontinued on or before February, 2003.
The Company has recently refocused its business model to market and distribute a
cosmetic product aimed toward the construction industry for blocking fiberglass
insulation fibers from becoming lodged on a workman's skin. The Company conducts
this business through its wholly-owned subsidiary, New Concepts Nutraceuticals,
Inc. ("NCN"), a Delaware corporation.

NCN sells its product through its website www.newconceptsnutra.com and hopes to
expand its range of products through the coming year.

On January 19, 2004 the Company entered into a stock purchase agreement and plan
of reorganization to acquire all of the issued and outstanding shares of New
Concept Nutraceuticals, Inc. in a transaction intended to qualify as a tax-free
exchange pursuant to section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended.

On February 15, 2004 two members of the Board of Directors related to the
discontinued business and management resigned their respective positions,
leaving Simon Thurlow as the sole officer and director of the Company.

Equipment and Employees

As of March 31, 2004, we had acquired our subsidiary, NCN, which has very
limited business operations, and thus no equipment and no employees, other than
our former Officers and Directors, who did not receive salaries. Likewise, Mr.
Thurlow, the new President, Chief Financial Officer and director of the Company
and the subsidiary, does not receive any salary.

While we may, under certain circumstances, seek to effect business combinations
with one or more than one target business, unless and until additional financing
is available, we do not believe that we will have sufficient financing to pursue
an additional business combination without effecting a further change in control
in the Company. We are however constantly looking for any business transaction
that would be in the best interests of our shareholders.


                                       3
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

During the latter part of the fiscal year ended March 31, 2004, we operated at
126 East 83rd Street, New York, NY 10028. In the early part of the year the
Company was located at 136-m Tenth Street, Ramona, CA, where the discontinued
business was located. Autocarbon had sub-leased the California space with a
monthly rent of $800 per month.

Following February 15, 2004, we relocated our office to 126 E. 83rd Street,
Suite 2F, New York, NY 10028, Tel.: (212) 717-4254, within office of our Sole
Executive Officer and Director of the Company. There is no rent presently being
charged for use of such space, which is on an oral month-to-month basis.

We do not own or intend to invest in any real property, real estate mortgages,
or any other real estate backed securities. We have no formal policy with
respect to investments in real estate or investments with persons primarily
engaged in real estate activities.

ITEM 3.  LEGAL PROCEEDINGS

We are not party to, nor are we aware of any threatened, litigation.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

At present we have not entered into individual indemnity agreements with our
Officer or Director. However, our By-Laws and Certificate of Incorporation
provide a blanket indemnification that we shall indemnify, to the fullest extent
under Delaware law, our director and officer against certain liabilities
incurred with respect to their service in such capabilities. In addition, the
Certificate of Incorporation provides that the personal liability of our
director and officer and our stockholders for monetary damages will be limited.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to the shareholders for approval during the last
fiscal year.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

GENERAL:

      We are authorized to issue 100,000,000 shares of Common Stock, at a par
value $.0001 per share. As of March 31, 2004, the latest practicable date, there
were approximately 33, 056, 185 shares of common stock outstanding. The number
of record holders of Common Stock as of March 31, 2004 is approximately 116.

COMMON STOCK:

      The holders of Common Stock are entitled to one vote for each share held
of record on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voting for the election of directors can
elect all of the directors then up for election. The holders of Common Stock are
entitled to receive ratably such dividends when, as and if declared by the Board
of Directors out of funds legally available therefore. In the event we have a
liquidation, dissolution or winding up, the holders of Common Stock are entitled
to share ratably in all assets remaining which are available for distribution to


                                       4
<PAGE>

them after payment of liabilities and after provision has been made for each
class of stock, if any, having preference over the Common Stock. Holders of
shares of Common Stock, as such, have no conversion, preemptive or other
subscription rights, and there are no redemption provisions applicable to the
Common Stock

PRICE RANGES OF OUR COMMON STOCK:

MARKET INFORMATION

      Our Common Stock began trading on the NASD OTC Bulletin Board under the
symbol "ACBO" on April 25, 2002 and traded under that symbol until October 7,
2002, when it traded under the symbol ATCB until November 18, 2003. Thereafter
the shares have been traded on the "Pink Sheets."

      There is currently a limited trading market for the Company's Common
Stock. The following chart lists the high and low closing bid prices for shares
of the Company's Common Stock for each quarter within the last fiscal year.
These prices are between dealers and do not include retail markups, markdowns or
other fee and commissions, and may not represent actual transactions.

<TABLE>
<CAPTION>
QUARTER OF FISCAL YEAR ENDED 2004:        HIGH BID      LOW BID
------------------------------------        ------------------------
<S>                                         <C>           <C>
First Quarter                               0.09          0.07
Second Quarter                              0.09          0.07
Third Quarter                               0.09          0.07
Fourth Quarter                              0.12          0.08
</TABLE>

<TABLE>
<CAPTION>
QUARTER OF FISCAL YEAR ENDED 2003:         HIGH BID      LOW BID
------------------------------------        ------------------------
<S>                                         <C>           <C>
First Quarter(1)                            1.29          0.5
Second Quarter                              0.51          0.005
Third Quarter                               0.12          0.01
Fourth Quarter(2)                           1.50           115
</TABLE>

(1)   Shares commenced trading on April 25, 2002. Prices are effective from May
      1, 2002

(2)   Effective after reverse split of one (1) for fifty (5), effective August
      21, 2002 and for each quarter thereafter.

LIQUIDATION:

      In the event of a liquidation of the Company, all stockholders are
entitled to a pro rata distribution after payment of any claims.

DIVIDEND POLICY:

      The Company has never declared or paid cash dividends on its common stock
and anticipates that all future earnings will be retained for development of its


                                       5
<PAGE>

business. The payment of any future dividends will be at the discretion of the
Board of Directors and will depend upon, among other things, future earnings,
capital requirements, the financial condition of the Company and general
business conditions.

STOCK TRANSFER AGENT:

      Our transfer agent and registrar of the Common Stock is Florida Atlantic
Stock Transfer, Tamarac, Florida, 33313, (954) 726-4954.

RECENT SALES OF UNREGISTERED SECURITIES

      The information concerning the recent sales of unregistered securities
required by Item 5 is incorporated by reference to the information set forth in
Item 12 "Certain Relationships and Related Transactions" set forth hereafter

SECTION 16 REPORTING

              The sole officer and director of the Company has not filed his
Form 3 as of the date of this report. The Company has no other information that
would indicate that any other reports required to be filed on Form 3, 4 or 5 are
delinquent.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

      This Annual Report on form 10-KSB contains certain forward-looking
statements within the meaning of the federal securities laws. Actual results and
the timing of certain events could differ materially from those projected in the
forward-looking statements due to a number of factors contained elsewhere
herein. This commentary should read in conjunction with our financial statements
that appear in this report.


FORWARD-LOOKING INFORMATION

      Certain statements in this document are forward-looking in nature and
relate to trends and events that may affect the Company's future financial
position and operating results. The words "expect" "anticipate" and similar
words or expressions are to identify forward-looking statements. These
statements speak only as of the date of the document; those statements are based
on current expectations, are inherently uncertain and should be viewed with
caution. Actual results may differ materially from the forward-looking
statements as a result of many factors, including changes in economic conditions
and other unanticipated events and conditions. It is not possible to foresee or
to identify all such factors. The Company makes no commitment to update any
forward-looking statement or to disclose any facts, events or circumstances
after the date of this document that may affect the accuracy of any
forward-looking statement.

General

      Our plan is to operate our new cosmetic business while we continue to
increase shareholder value. In that regard we will seek, investigate, and
consummate a merger or other business combination, purchase of assets or other
strategic transaction (i.e. a merger) with a corporation, partnership, limited


                                       6
<PAGE>

liability company or other business entity (a "Merger Target") desiring the
perceived advantages of becoming a publicly reporting and publicly held
corporation.

RESULTS OF OPERATIONS:

For the Year Ending March 31, 2004 vs. March 31, 2003

Net cash used in operating activities for the twelve months ended March 31,
2004, was $(61,398), compared to $(279,947) for the twelve months ended March
31, 2003. During the twelve months ended March 31, 2004, the Company had no
revenues, but received cash and cash equivalents of $10,000, from financing
activities and the issuance of common stock and options and $50,000 as advances
from shareholders. As a result, cash on hand decreased for the twelve month
period ended March 31, 2004, to $-0-.

The operating income in connection with Discontinued operations of $24,462 for
the twelve month period ended March 31, 2004 resulted primarily from issuance of
common stock for services and settlements of accounts payable.

LIQUIDITY AND FINANCIAL RESOURCES

      As shown in the financial statements, the Company incurred a net loss of
$(34,313) during the year ended March 31, 2004, and has incurred substantial net
losses of $(1,067,521) since inception. At March 31, 2004, current liabilities
exceed current assets by $(52,314). These factors raise substantial doubt about
the Company's ability to continue as a going concern. It is the intention of the
Company's management to improve profitability by significantly reducing
operating expenses and to raise additional investment capital to provide for
continued operating funds. The ultimate success of these measures is not
reasonably determinable at this time.

INFLATION

      The amounts presented in the financial statements do not provide for the
effect of inflation on the Company's operations or its financial position.
Amounts shown for machinery, equipment and leasehold improvements and for costs
and expenses reflect historical cost and do not necessarily represent
replacement cost. The net operating losses shown would be greater than reported
if the effects of inflation were reflected either by charging operations with
amounts that represent replacement costs or by using other inflation
adjustments.

      Our auditors have included an explanatory paragraph in their report for
the year ended March 31, 2004, indicating that certain conditions raise
substantial doubt regarding our ability to continue as a going concern. The
financial statements included in this Form 10-KSB do not include any adjustment
to asset values or recorded amounts of liability that might be necessary in the
event we are unable to continue as a going concern. If we are in fact unable to
continue as a going concern, shareholders may lose their entire investment in
our common stock.

RISK FACTORS

Extremely Limited Operating History or No Basis for Evaluating Prospects

      We were incorporated in June 2001 and we have recently, May, 2004,
commenced a new business with no previous operating history. We are currently
seeking to enter into a merger or business combination with another company. Our


                                       7
<PAGE>

President/Chief Financial Officer, Simon Thurlow, was only appointed in January
2004 and has had a minimal period of time to evaluate the Company's merger
prospects. Accordingly, there is only a limited basis upon which to evaluate our
prospects for achieving our intended business objectives. To date, our efforts
have been limited to organizational activities, starting a cosmetics business
and searching for additional merger or acquisition targets.

We Have Limited Resources and Extremely Limited Revenues From Operations, and
May Need Additional Financing in Order to Execute our Business Plan; Our
Auditors Have Expressed Doubt as to our Ability to Continue Business as a Going
Concern

      We have limited resources, extremely limited revenues from operations to
date, and our cash on hand may not be sufficient to satisfy our cash
requirements during the next twelve months. Our auditors have included an
explanatory paragraph in their report for the year ended March 31, 2004,
indicating that certain conditions raise substantial doubt regarding our ability
to continue as a going concern. The financial statements included in this Form
10-KSB do not include any adjustment to asset values or recorded amounts of
liability that might be necessary in the event we are unable to continue as a
going concern. If we are in fact unable to continue as a going concern,
shareholders may lose their entire investment in our common stock.

We Will Be Able to Effect At Most One Additional Merger or Acquisition, and Thus
May Not Have a Diversified Business

      Our resources are limited and we will most likely have the ability to
effect only one additional merger or acquisition. This probable lack of
diversification will subject us to numerous economic, competitive and regulatory
developments, any or all of which may have a material adverse impact upon the
particular industry in which we may operate subsequent to the consummation of a
merger. We will become dependent upon the development or market acceptance of a
single or limited number of products, processes or services.

We Depend upon a Single Executive Officer and Director, Whose Experience Is
Limited and Who Makes All Management Decisions

      Our ability to operate our business and to effect added mergers or
acquisitions will be dependent upon the efforts of our President, Chief
Financial Officer and sole director, Simon Thurlow. Notwithstanding the
importance of Mr. Thurlow, we have not entered into any employment agreement or
other understanding with Mr. Thurlow concerning compensation or obtained any
"key man" life insurance on any of their lives. The loss of the services of Mr.
Thurlow will have a material adverse effect on our business objectives. We will
rely upon the expertise of Mr. Thurlow and do not anticipate that we will hire
additional personnel. While we have engaged certain outside consultants who have
and who will continue to assist us in evaluating merger targets, we may not have
the resources to retain additional personnel as necessary.

Management Will Probably Change Upon the Consummation of a Merger

      After the closing of a merger, our current management will probably not
retain any control over the Company. Mr. Thurlow intends to resign as the
President/Financial Officer ands sole Director of the Company, if necessary to
close on a transaction improving shareholder value. It is impossible to know at
this time who the management of the Company will be after the close of a merger.


                                       8
<PAGE>

"Penny Stock" Rules May Restrict the Market for the Company's Shares

      Our common shares are subject to rules promulgated by the Securities and
Exchange Commission relating to "penny stocks," which apply to companies whose
shares are not traded on a national stock exchange or on the NASDAQ system,
trade at less than $5.00 per share, or who do not meet certain other financial
requirements specified by the Securities and Exchange Commission. These rules
require brokers who sell "penny stocks" to persons other than established
customers and "accredited investors" to complete certain documentation, make
suitability inquiries of investors, and provide investors with certain
information concerning the risks of trading in the such penny stocks. These
rules may discourage or restrict the ability of brokers to sell our common
shares and may affect the secondary market for our common shares. These rules
could also hamper our ability to raise funds in the primary market for our
common shares.

Possible Volatility of Share Prices

      Our common shares are currently publicly traded on the Over-the-Counter
Bulletin Board service of the National Association of Securities Dealers, Inc.
The trading price of our common shares has been subject to wide fluctuations.
Trading prices of our common shares may fluctuate in response to a number of
factors, many of which will be beyond our control. The stock market has
generally experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of companies with no
current business operation. There can be no assurance that trading prices and
price earnings ratios previously experienced by our common shares will be
matched or maintained. These broad market and industry factors may adversely
affect the market price of our common shares, regardless of our operating
performance. In the past, following periods of volatility in the market price of
a company's securities, securities class-action litigation has often been
instituted. Such litigation, if instituted, could result in substantial costs
for us and a diversion of management's attention and resources.

Indemnification of Directors, Officers and Others

      Our By-Laws contain provisions with respect to the indemnification of our
officers and directors against all expenses (including, without limitation,
attorneys' fees, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that the person is one of our officers or directors) incurred by an officer
or director in defending any such proceeding to the maximum extent permitted by
Delaware law.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
our company under Delaware law or otherwise, we have been advised the opinion of
the Securities and Exchange Commission is that such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.

Anti-Takeover Provisions

      We do not currently have a shareholder rights plan or any anti-takeover
provisions in our By-Laws. Without any anti-takeover provisions, there is no
deterrent for a take-over of our company, which may result in a change in our
management and directors.


                                       9
<PAGE>

Current Stockholders Will Be Immediately and Substantially Diluted upon a Merger

      Our Certificate of Incorporation authorizes the issuance of 100,000,000
shares of Common Stock. There are currently approximately 33,056,185, issued and
outstanding, shares of common stock, leaving approximately 66,943,815 authorized
but unissued shares of Common Stock available for issuance. To the extent that
additional shares of Common Stock are issued in connection with a merger, our
stockholders would experience dilution of their respective ownership interests.
Furthermore, the issuance of a substantial number of shares of Common Stock may
adversely affect prevailing market prices, if any, for the Common Stock and
could impair our ability to raise additional capital through the sale of equity
securities.

We Do Not Expect to Pay Cash Dividends

      We do not expect to pay dividends and we have no cash reserves. The
payment of dividends after consummating a merger will be contingent upon the
incoming management's views and our revenues and earnings, if any, capital
requirements, and general financial condition subsequent to consummation of the
merger. We presently intend to retain all earnings, if any, for use in business
operations and accordingly, the Board does not anticipate declaring any
dividends in the foreseeable future. It is probable that any post-merger
arrangement will have a similar philosophy.

ITEM 7.  FINANCIAL STATEMENTS

AUTOCARBON, INC. AND SUBSIDIARY

TABLE OF CONTENTS
                                                                           PAGE

REPORT OF INDEPENDENT ACCOUNTANT                                            1

FINANCIAL STATEMENTS

    Consolidated Balance Sheet as of March 31, 2004                         2
    Consolidated Statement of Operations for the year ended
          March 31, 2004 and 2003 and for the period
         June 26, 2001 (inception) to March 31, 2004                        3
    Consolidated Statement of Stockholders' Deficit for the year
          ended  March 31, 2004                                             4
    Consolidated Statement of Cash Flows for the year ended
          March  31, 2004 and 2003 and for the period
         June 26, 2001 (inception) to March 31, 2004                        5
    Notes to Consolidated Financial Statements                             6-10

<PAGE>

   Aaron Stein
CERTIFIED PUBLIC ACCOUNT
                                                                981 ALLEN LANE
                                                                 P.O. BOX 406
                                                              WOODMERE, NY 11598
                                                                 516-569-0520


To the Board of Directors and Stockholders'
     Autocarbon, Inc.

I have audited the accompanying consolidated balance sheet of Autocarbon, Inc.
(a development stage company) as of March 31, 2004 and the related consolidated
statements of operations, stockholders' deficit and cash flows for the years
ended March 31, 2004 and 2003 and for the period from June 26, 2001 (date of
inception) to March 31, 2004. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Autocarbon, Inc. and Subsidiary (a
development stage company) as of March 31, 2004, and the results of its
operations and its cash flows for the years ended March 31, 2004 and 2003 and
for the period from June 26, 2001 (date of inception) to March 31, 2004 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and has a stockholders' deficit that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


Aaron Stein CPA
Woodmere, New York
May 18, 2004


                                       F-1

<PAGE>

AUTOCARBON, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
MARCH 31, 2004


<TABLE>
<CAPTION>
<S>                                                          <C>              <C>
ASSETS

Current Assets
          Cash and Cash Equivalents                           $        --
                                                                              -----------

                  Total current assets                                        $        --
                                                                              -----------

                                                                              $        --
                                                                              ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
          Shares not Issued                                   $     1,200
          Advance from Shareholders                                51,114
                                                                              -----------

                  Total current liabilities                                   $    52,314

STOCKHOLDERS' DEFICIT
          Common Stock, $.0001 par value,
                  100,000,000 shares authorized,
                   33,056,185 issued and outstanding          $     3,306
          Additional  Paid-in Capital                           1,011,901
          Deficit Accumulated During the Development Stage     (1,067,521)
                                                                              -----------


                  Total Stockholders' Deficit                                     (52,314)
                                                                              -----------

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


                 See accompanying notes to financial statements

                                       F-2

<PAGE>

AUTOCARBON, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                 June 26, 2001
                                                 Year Ended       Year Ended    (Inception) to
                                                  March 31,        March 31,       March 31,
                                                    2004             2003            2004
                                                 -----------     -----------     -------------

<S>                                              <C>             <C>             <C>
Revenues                                         $        --     $        --     $        --

General and Administrative Expenses                       --              --              --
                                                 -----------     -----------     -----------

Income (Loss) Before Discontinued
      Operations Net of Income Taxes of $ -0-             --              --              --

Discontinued Operations,  Net of Income
      Taxes of $-0-                                  (58,775)       (580,854)     (1,065,561)

(Income) Expenses in Connection With
      Discontinued Operations,Net of Income
      Taxes of $-0-                                  (24,462)         26,422           1,960
                                                 -----------     -----------     -----------


Net Loss                                         $   (34,313)    $  (607,276)    $(1,067,521)
                                                 ===========     ===========     ===========


Loss Per Share
      Basic                                      $   (0.0052)    $   (1.9364)    $   (0.1605)
                                                 ===========     ===========     ===========


Weighted Average Number of
      Common Shares outstanding                    6,650,251         313,617       6,650,251
                                                 ===========     ===========     ===========
</TABLE>


                 See accompanying notes to financial statements

                                       F-3

<PAGE>

AUTOCARBON, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' Deficit

<TABLE>
<CAPTION>
                                                                                                       Accumulated
                                                                                                         Deficit
                                                                                      Additional       During the
                                                       Common Stock                    Paid-In        Development
                                                          Shares         Amount        Capital           Stage           Total
                                                       ------------    ----------    ------------    ------------    ------------
<S>                                                         <C>        <C>           <C>             <C>             <C>
Common stock issued at inception -
     for services rendered                                  170,000    $       17    $     56,933    $         --    $     56,950
Issuance of common stock - private
     placement July 1 - September 30, 2001                    5,185             1         129,599              --         129,600
Issuance of common stock - private
     placement - November 1 - November 30, 2001               2,280            --          57,000              --          57,000
Issuance of common stock -
    for services rendered                                    30,000             3           9,997              --          10,000
Issuance of common stock -
    for services rendered                                     1,200            --          30,000              --          30,000
Net loss - year ended March 31, 2002                             --            --              --        (425,932)       (425,932)
                                                       ------------    ----------    ------------    ------------    ------------
Balance - March 31, 2002                                    208,665            21         283,529        (425,932)       (142,382)
Common stock issued                                           8,800             1         219,999              --         220,000
Issuanc of common stock -
    for services rendered                                    12,900             1         317,499              --         317,500
Common stock issued                                           1,200            --          15,000              --          15,000
Exercise of stock options                                     1,000            --          12,500              --          12,500

Issuance of common stock - private
    placement - January 6 - January 30, 2003                993,520            99          49,577              --          49,676
Net loss-year ended March 31, 2003                               --            --              --        (607,276)       (607,276)
                                                       ------------    ----------    ------------    ------------    ------------
Balance-March 31, 2003                                    1,226,085           122         898,104      (1,033,208)       (134,982)
Issuance of common stock-
    for services rendered                                    25,000             3          13,243              --          13,246
Common stock issued                                         200,000            20           9,980              --          10,000
Issuance of stock for acquisition of subsidiary          31,295,000         3,130          (3,130)             --              --
Rescission of common stock                                   (9,900)           (1)              1              --              --
Issuance of stock for settlement of accounts payable        320,000            32          93,703              --              --
Net loss- year ended March 31, 2004                              --            --              --         (34,313)        (34,313)
                                                       ------------    ----------    ------------    ------------    ------------

                                                         33,056,185    $    3,306    $  1,011,901    $ (1,067,521)   $   (146,049)
                                                       ============    ==========    ============    ============    ============
</TABLE>


               See accompanying notes to financial statements

                                       F-4

<PAGE>

AUTOCARBON, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED  STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                         June 26, 2001
                                                            Year Ended     Year Ended   (Inception) to
                                                            March 31,       March 31,      March 31,
                                                               2004           2003            2004
                                                           -----------    -----------    -------------
<S>                                                        <C>            <C>            <C>
Cash Flows from Operating Activities:

      Net Loss From Discontinued Operations                $   (34,313)   $  (607,276)   $(1,067,521)

      Adjustments to reconcile net loss to cash
           used in operating activities
             Issuance of common stock for services
                and settlement of accounts payable             106,981        317,500        521,431
             Shares issued for acquisition of subsidiary
             Depreciation                                           --             --          8,575
                                                           -----------    -----------    -----------

                                                                72,668       (289,776)      (537,515)

      Changes in Assets and Liabilities
           (Increase) decrease in:
              Accounts Receivable                                   --          5,603             --
           Increase (decrease) in:
              Accounts Payable                                (134,066)        37,879             --
             Deferred Revenue                                       --        (23,129)            --
             Customer Deposits Payable                              --        (10,524)            --
                                                           -----------    -----------    -----------

             Net Cash Used in Operating Activities             (61,398)      (279,947)      (537,515)
                                                           -----------    -----------    -----------

Cash Flows from Investing Activities
      Purchase of fixed assets - computer software                  --             --        (34,300)
      Write-off of net assets of discontinued -
           operation                                                --         25,725         25,725
                                                           -----------    -----------    -----------

             Net Cash Used in Investing Activities                  --         25,725         (8,575)
                                                           -----------    -----------    -----------

Cash Flows from Financing Activities
      Proceeds from issuance of common stock and options        10,000        297,176        493,776
      Advances from shareholders                                51,114             --         51,114
      Payment for shares not issued                                 --       (211,460)         1,200
                                                           -----------    -----------    -----------

             Net Cash Provided by Financing Activities          61,114         85,716        546,090
                                                           -----------    -----------    -----------

Net increase in cash                                              (284)      (168,506)            --

Cash at beginning of period                                        284        168,790             --
                                                           -----------    -----------    -----------

Cash at end of period                                      $        --    $       284    $        --
                                                           ===========    ===========    ===========
</TABLE>


             See accompanying notes to financial statements

                                       F-5

<PAGE>

                         AUTOCARBON, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1: ORGANIZATION, BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

           Organization

           Autocarbon, Inc. (formerly Autocarbon.com, Inc.) (the "Company") was
           incorporated on June 26, 2001 under the laws of the State of Delaware
           as Autocarbon.com, Inc. On October 25, 2002 Autocarbon, Inc. was
           incorporated under the laws of the State of Delaware and became a
           wholly owned subsidiary of Autocarbon.com, Inc. and was merged into
           Autocarbon.com, Inc. on October 28, 2002. The surviving corporation,
           Autocarbon.com, Inc. changed its name to Autocarbon, Inc.

           On January 26, 2004 the Board of Directors by unanimous consent
           elected a new President and appointed a new Secretary of the Company.

           On February 15, 2004 two members of the Board of Directors resigned
           their respective positions.

           Business

           The Company is engaged in the sale and marketing of a cosmetic cream
           to the construction industry. The cream is designed to block
           transmission of fiberglass particles from attaching to the skin and
           hence causing irritation thereto. The Company has discontinued its
           prior business related to carbon fiber and composite products. The
           Company's focus has historically been on the auto industry and the
           many different types of components consisting of wheels and other
           body parts that are used in the production of automobiles. The
           Company has marketed and sold products manufactured for the Company
           by Rocket Composites, Ltd., a privately owned company that was
           located in the United Kingdom that was wholly owned, controlled and
           operated by the Company's Chairman, James Miller, pursuant to a
           five-year distribution agreement. The distribution agreement with
           Rocket has been terminated and Rocket has been placed in liquidation.
           As a result, the Company has had to secure other sources for product
           manufacturing. In order to do so, the Company had entered into a
           share exchange agreement with Autocarbon Ltd. and the shareholders of
           Autocarbon Ltd., pursuant to which the Company had agreed to purchase
           all of the issued and outstanding capital stock of Autocarbon Ltd. in
           exchange for an aggregate of 9,447,160 shares of the Company.
           Autocarbon Ltd. is a privately owned company located in the United
           Kingdom, in which James Miller; the Company's Chairman is a minority
           shareholder. Due to Autocarbon Ltd's inability to fulfill the terms
           of the share exchange agreement on March 22, 2004, the Directors of
           the Company have deemed this transaction null and void. As A result
           of the aforementioned facts the Company determined to discontinue its
           carbon fiber operations, acquire via its subsidiary corporation, New
           Concepts Nutraceuticals, Inc. ("NCN"), a new cosmetics business, and
           will continue to seek to effectuate an acquisition or merge into
           another business entity. The Company has negotiated settlement
           agreements with all of its creditors.

           On January 19, 2004 the Company entered into a stock purchase
           agreement and plan of reorganization to acquire all of the issued and
           outstanding shares of NCN in a transaction intended to qualify as a
           tax-free exchange pursuant to section 368(a)(1)(B) of the Internal
           Revenue Code of 1986, as amended. NCN will be a wholly owned
           subsidiary of the Company. NCN was until recently in the business of
           offering for sale weight management and nutritional supplement
           products to the general public. In May 2004 it commenced sales of a
           new cosmetic product and ceased its other busiensses.


                                       F-6

<PAGE>

                         AUTOCARBON, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1: ORGANIZATION, BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

           Going concern considerations

           The accompanying financial statements have been prepared assuming
           that the Company will continue as a going concern. The Company has no
           operating history nor any revenues or earnings from operations. The
           Company's continued existence is dependent upon its ability to
           resolve its liquidity problems, principally by obtaining additional
           debt financing and equity capital until such time the Company becomes
           profitable or effectuates a merger or acquisition by or into a
           profitable company. The lack of financial resources and liquidity
           raises substantial doubt about its ability to continue as a going
           concern. The financial statements do not include any adjustments that
           might result from the outcome of this uncertainty.

           Significant accounting policies

           USE OF ESTIMATES IN FINANCIAL STATEMENTS - Management uses estimates
           and assumptions in preparing these financial statements in accordance
           with generally accepted accounting principles. Those estimates and
           assumptions affect the reported amounts of assets and liabilities,
           the disclosure of contingent assets and liabilities, and the reported
           revenue and expenses. Actual results could vary from the estimates
           that were used.

           CASH AND CASH EQUIVALENTS - For purposes of reporting cash flows, the
           Company considers all cash accounts, which are not subject to
           withdrawal restrictions or penalties, as cash and equivalents in the
           accompanying balance sheet.

           FIXED ASSETS - Fixed assets of the prior business consists of CAD
           production software have been written off. Major expenditures that
           substantially increase the useful lives of assets are capitalized.
           Maintenance, repairs and minor renewals are expensed as incurred.
           When assets are retired or otherwise disposed of, their costs and
           related accumulated amortization are removed from the accounts and
           resulting gains or losses are included in income. Amortization will
           be provided on a straight- line basis over the estimated useful lives
           of the assets.

           DEFERRED REVENUE - Deferred revenue represents amounts received from
           customers for tooling costs that will be amortized over an estimated
           number of units delivered pursuant to the customers purchase order.


                                       F-7


<PAGE>

                         AUTOCARBON, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1: ORGANIZATION, BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

           INCOME TAXES - Any provision (benefit) for income taxes is computed
           based on the loss before income tax included in the Statement of
           Operations. The asset and liability approach is used to recognize
           deferred tax assets and liabilities for the expected future tax
           consequences of temporary differences between the carrying amounts
           and the tax bases of assets and liabilities. At present the Company
           has a benefit due to a net tax loss carry forward. The benefit has
           been fully reserved due to the uncertainty of its use. The company
           has a tax net operating loss of $1,033,208 that may be carried over
           and utilized against taxable income in future years.

           EARNINGS PER COMMON SHARE - Basic earnings per share are computed
           using the weighted average number of shares outstanding during the
           year. Basic earnings per share also exclude any dilutive effects of
           options, warrants and convertible securities. Diluted net loss per
           share does not include options, warrants or convertible securities,
           as they would be anti-dilutive.

NOTE 2: STOCKHOLDERS' EQUITY

                     Authorized Stock

           The Company is authorized to issue 100,000,000 shares of common stock
with a par value of $0.0001 per share.

                     Private Placement

           The Company, from July 1, 2001 through September 30, 2001 offered for
           sale 40,000 Units at a value of $0.50 per Unit consisting of one
           share of common stock and one warrant to purchase one additional
           share of common stock at a value of $0.25 in a "private placement"
           pursuant to Regulation D, Rule 506 of the Securities Act of 1933.

           The Company, from November 1, 2001 through November 30, 2001 offered
           for sale an additional 40,000 Units at a value of $0.50 per Unit
           consisting of one share of common stock and one warrant to purchase
           one additional share of common stock at a value of $0.25 in a
           "private placement" pursuant to Regulation D, Rule 506 of the
           Securities Act of 1933.

           The Company, from January 6, 2003 through January 30, 2003 offered
           for sale 20,000 Units at a value of $.05 per unit consisting of one
           share of common stock and one common stock purchase warrant.


                                       F-8

<PAGE>

                         AUTOCARBON, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2: STOCKHOLDERS' EQUITY, CONTINUED

                        Common Stock Issued for Services

           The Company issued common stock to various individuals and companies
           (non- employees) in return for services rendered. 170,000 shares of
           common stock along with warrants to acquire an additional 37,500
           shares of common stock at a value of $0.25 were issued.

           The Company has determined that the value of the common stock issued
           is more reliably determined based on the value of the services
           rendered. All services were provided prior to the Private Placement.
           The 170,000 shares of common stock were valued at $56,950.

           Legal and consulting services valued at $10,000 were paid for with
           the issuance of 30,000 shares of common stock and warrants to acquire
           an additional 15,000 shares of common stock at a value of $0.25.

           Additionally, $30,000 of marketing, and promotional expenses was paid
           for with the issuance of 1,200 shares of common stock.

           Consulting services valued at $317,500 were paid for with the
           issuance of 12,900 shares of common stock.

           The Company issued 31,295,000 shares of common stock to the
           shareholders of New Concept Nutriceuticals, Inc. (NCN) in exchange
           for all of the issued and outstanding shares of NCN. The shares were
           exchanges on the basis of 10 shares of the Company for each share
           owned of NCN. The Companies President owned 3,000,000 shares of NCN
           at the time of this transaction. As a result of this transaction
           30,000,000 shares of the Company were issued to the Companies
           President.

           The Company issued 320,000 shares of common stock in settlement with
           creditors who collectively were owed $93,735.


                                       F-9

<PAGE>

                         AUTOCARBON, INC. AND SUNSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2: STOCKHOLDERS' EQUITY, CONTINUED

                     Common Stock Issued for Services, Continued

           Individuals who were both Officers and Directors received 66,850
           shares of common stock valued at $22,395, individuals who were solely
           Directors received 5,000 shares of common stock valued at $1,675, and
           others who are neither Officer nor Directors received 98,150 shares
           of common stock valued at $32,880.


                     Reverse Stock Split

           Pursuant to the written consent of a majority of the stockholders
           dated August 21, 2002, the Company effected a one-for-fifty reverse
           stock split of the Company's Common Stock. All per share amounts have
           been retroactively restated for the effect of this reverse split. All
           information pertaining to shares issued pursuant to a private
           placement or for service has been retroactively restated as well.





                                      F-10

<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None

ITEM 8A. CONTROLS AND PROCEDURES

      Control of the Company recently changes and new management is just
developing and implementing systems of internal and disclosure controls. Within
the ninety-day period preceding the filing of this report, our management
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures (the "Disclosure Controls") as of the end of the period
covered by this Form 10-KSB and (ii) any changes in internal controls over
financial reporting that occurred during the last quarter of our fiscal year.
This evaluation ("Controls Evaluation") was done under the supervision and with
the participation of management, including the sole Executive Officer and
Financial Officer.

Limitations on the Effectiveness of Controls

      A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. Because
of the inherent limitations in a cost effective control system, misstatements
due to error or fraud may occur and not be detected. We will conduct periodic
evaluations of our internal controls to enhance, where necessary, our procedures
and controls.

Conclusions

      Based upon the Controls Evaluation, the sole Officer has concluded that
the Disclosure Controls are effective in reaching a reasonable level of
assurance that management is timely alerted to material information relating to
the Company during the period when its periodic reports are being prepared. In
accord with the U.S. Securities and Exchange Commission's requirements, the sole
Officer conducted an evaluation of the Company's internal control over financial
reporting (the "Internal Controls") to determine whether there have been any
changes in Internal Controls that occurred during the quarter which have
materially affected or which are reasonable likely to materially affect Internal
Controls. Based on this evaluation, there have been no such changes in Internal
Controls during the last quarter of the period covered by this report.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets forth information with respect to the directors and
executive officers as of March 31, 2004.

<PAGE>

Name                       Age              Position(s) Held
------------------------------------------------------------------
Simon Thurlow              39               President and Director


SIMON THURLOW, PRESIDENT/FINANCIAL OFFICER AND SOLE DIRECTOR

      Mr. Thurlow has been the President/Financial Officer since January 26,
2004 and sole Director of the Registrant since February 15, 2004. He has been
employed as a part time law clerk for Roger Fidler, Esq., in New Jersey since
2000 and the Law Office of Michael S. Krome since February 2002. From 1999 to
2001 Mr. Thurlow was the President of LHW Equities, Inc., a boutique investment
banking concern. From 1998 to 1999, he was a vice president of ThurCon Capital
Corporation, Inc., a boutique investment banking concern. From 1995 to 1998 he
was a registered representative with Bernard Richards Securities, Inc., a firm
specializing in bankrupt and distressed companies.

      All directors will hold office until the next annual stockholder's meeting
and until their successors have been elected or qualified or until their death,
resignation, retirement, removal, or disqualification. Vacancies on the board
will be filled by a majority vote of the remaining directors. Officers of the
Company serve at the discretion of the Board of Directors

ITEM 10. EXECUTIVE COMPENSATION

      For the fiscal year ended March 31, 2004, no Officer/Director has been
compensated with salaries or other form of remuneration except as set forth
below:

Name                    Fiscal Year      Cash Compensation     Restricted
                                                               Compensation (1)
--------------------------------------------------------------------------------
Simon Thurlow           2004             $0.00                      -0-
Simon Thurlow           2003             $0.00                 30,000,000 shares

(1) Received in exchange for shares of NCN in the form of restricted shares of
common stock. There is no realistic market valuation at this time


DIRECTOR COMPENSATION:

      Our director(s) receive no compensation for their services as director, at
this time, other than what has already been paid by the issuance of shares of
common stock.

DIRECTOR AND OFFICER INSURANCE:

      The Company has no directors and officers ("D & O") liability insurance.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of June 30, 2004, by (i) each person

<PAGE>

(including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Exchange Act") who is known by the Company
to own beneficially 5% or more of the Common Stock, (ii) each director of the
Company, and (iii) all directors and executive officers as a group. Unless
otherwise indicated, all persons listed below have sole voting power and
investment power with respect to such shares. Total number of shares originally
authorized was 100,000,000 shares of common stock, each of which had a $.0001
per share par value.

      As of June 30, 2004, a total of approximately 33,056,185 shares of Common
Stock, have been issued and are outstanding.

Shareholder*                                     Number            Percentage
                                                                   Ownership
-------------------------------------------------------------------------------
Simon P. Thurlow (1)                             30,000,000        90.75%

Directors and Officers                           30,000,000        90.75%
         as a group (1 person)

*    Address of shareholder is c/o the Company, unless otherwise indicated

(1)  Director and Officer


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ISSUANCE OF STOCK:

The Company, from July 1, 2001 through September 30, 2001 offered for sale
40,000 Units at a value of $0.50 per Unit consisting of one share of common
stock and one warrant to purchase one additional share of common stock at a
value of $0.25 in a "private placement" pursuant to Regulation D, Rule 506 of
the Securities Act of 1933.

The Company, from November 1, 2001 through November 30, 2001 offered for sale an
additional 40,000 Units at a value of $0.50 per Unit consisting of one share of
common stock and one warrant to purchase one additional share of common stock at
a value of $0.25 in a "private placement" pursuant to Regulation D, Rule 506 of
the Securities Act of 1933.

The Company, from January 6, 2003 through January 30, 2003 offered for sale
20,000 Units at a value of $.05 per unit consisting of one share of common stock
and one common stock purchase warrant.

The Company issued common stock to various individuals and companies (non-
employees) in return for services rendered. 170,000 shares of common stock along
with warrants to acquire an additional 37,500 shares of common stock at a value
of $0.25 were issued.

The Company has determined that the value of the common stock issued is more
reliably determined based on the value of the services rendered. All services
were provided prior to the Private Placement. The 170,000 shares of common stock
were valued at $56,950.

<PAGE>

Legal and consulting services valued at $10,000 were paid for with the issuance
of 30,000 shares of common stock and warrants to acquire an additional 15,000
shares of common stock at a value of $0.25.

Additionally, $30,000 of marketing, and promotional expenses was paid for with
the issuance of 1,200 shares of common stock.

Consulting services valued at $317,500 were paid for with the issuance of 12,900
shares of common stock.

Individuals who were both Officers and Directors received 66,850 shares of
common stock valued at $22,395, individuals who were solely Directors received
5,000 shares of common stock valued at $1,675, and others who are neither
Officer nor Directors received 98,150 shares of common stock valued at $32,880.

30,000,000 shares of the Company's common stock were issued to the President and
sole director of the Company in exchange for all issued and outstanding shares
of NCN.

ITEM 13.   EXHIBITS

                                     INDEX TO EXHIBITS
--------------------------------------------------------------------------------
    SEC REFERENCE                TITLE OF DOCUMENT
       NUMBER
--------------------------------------------------------------------------------
         2.1                     Stock Purchase Agreement and
                                 Plan of Reorganization between
                                 Autocarbon, Inc. and New Concepts
                                 Nutraceuticals dated January 27, 2004
--------------------------------------------------------------------------------
         3.1                     Articles of Incorporation                   (1)
--------------------------------------------------------------------------------
         3.2                     Amendment to Articles of                    (1)
                                 Incorporation
--------------------------------------------------------------------------------
         3.3                     Additional Amendments to                    (1)
                                 Articles of Incorporation
--------------------------------------------------------------------------------
         3.4                     Bylaws                                      (1)
--------------------------------------------------------------------------------
         31.1                    Certification of Chief Executive Officer

         32.2                    Certification of President pursuant to
                                 18 U.S.C. Section 1350, as adopted
                                 Pursuant to section 906 of the
                                 Sarbanes-Oxley act of 2002

(1)  These documents are hereby incorporated by reference to Form SB-2, as
amended, filed on August 17, 2001
--------------------------------------------------------------------------------

<PAGE>

Reports on Form 8-K

The Following Reports on Form 8-k were filed during the last quarter covered by
this report:

On January 17, 2004, we filed a Form 8-K for items 1, Change of Control of
Registrant, Item 2, Acquisition or Disposal of Assets and Item 5, Appointment or
Resignation of Directors.

On March 18, 2004, we filed an amendment to the previous Form 8-K.

These reports are incorporated herein by reference in their entirety.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

      During the fiscal year ended March 31, 2004, $11,000 in audit,
audit-related, tax or other fees were paid for professional services rendered by
the independent certified public accountant who audited the financial statements
of the Delaware corporation that are filed herewith as those of the Company. See
Item 7, "Financial Statements", above.

      During the fiscal year ended March 31, 2004, the Registrant did not have
an audit committee.

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Autocarbon, Inc. has duly caused this Report to be signed
on behalf of the undersigned thereunto duly authorized on June 30, 2004.

AUTOCARBON, INC.


By /s/ Simon Thurlow
   --------------------------
   Simon Thurlow, President/Financial Officer/Secretary and Sole Director

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons in the capacities indicated and
on June 30, 2004

Signature                           Title                     Date
------------                        ------                    ------
/s/ Simon Thurlow                   President/Secretary       June 30, 2004
-----------------                    and Sole Director
    Simon Thurlow