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

                                   FORM 10-KSB/A

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934: For the fiscal year ending March 31, 2003

|_|   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 1B, 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. |X|

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 $          .
                                        ----------

The number of shares of Common Stock outstanding, as of March 31, 2004 was:
42,454,456.

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


<PAGE>



                                AUTOCARBON, INC.
                          ANNUAL REPORT ON FORM 10-KSB/A

                      FOR FISCAL YEAR ENDED MARCH 31, 2003


                                      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 is engaged in the sale and marketing of 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 has determined to
discontinue virtually all of its operations and will seek to effectuate an
acquisition or merge into another business entity. The Company is presently
negotiating settlement agreements with all of its creditors.


                                       3
<PAGE>

Prior Transactions:

On January 3, 2003, Autocarbon, Inc. (the "Company") entered into a Share
Exchange Agreement with Autocarbon Limited, a United Kingdom registered company,
pursuant to which the Company has agreed to purchase all of the issued and
outstanding capital stock of Autocarbon Limited in exchange for an aggregate of
9,447,160 shares of common stock of the Company. The Share Exchange Agreement
contemplated that the closing of the Share Exchange Agreement would take place
on or about January 20, 2003. That closing date was subsequently postponed until
April 16, 2003. Autocarbon Limited agreed to provide the Company with historical
financial statements audited in accordance with US GAAP (the "Financial
Statements"). Both parties agree to amend the Share Exchange Agreement to
provide that the closing of the Share Exchange Agreement shall occur upon
receipt by the Company of the Financial Statements. On April 16, 2003,
Autocarbon Limited delivered to the Company the Financial Statements and the
Share Exchange Agreement was closed on the same date. Subsequent thereafter, the
Registrant declared the Agreement null and void because the Registrant was
unable to obtain the cooperation of Autocarbon Limited in auditing the
previously delivered financial statements in accordance with US GAAP. Autocarbon
Unlimited agreed with this cancellation effective March 2, 2004, and all shares
issued pursuant to the Agreement are to be cancelled.

Subsequent Transactions

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

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 Nutriceuticals, Inc. (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.

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


Equipment and Employees

As of March 31, 2003, we had no operating business and thus no equipment and no
employees, other than our former Officers and Directors, who did not receive
salaries. Likewise, Mr. Thurlow, the new sole Executive President/Financial
Officer of the Company, do not receive any salary. We do not intend to develop
our own operating business but instead plan to merge with another company.

We are a seeking to effect a business combination with a target business, which
we believe has significant growth potential. Prior to the cancellation of the
Share Exchange Agreement with Autocarbon Limited, a UK corporation, we were a
developmental stage company. Subsequent thereafter, 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 Nutriceuticals,
Inc. (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. Since then our efforts have been limited to
organizational activities. We have no plans, arrangements or understandings with
any prospective business combination candidates and have not targeted any
business for investigation and evaluation nor are there any assurances that we
will find a suitable business with which to combine. The implementation of our
business objectives is wholly contingent upon a business combination and/or the
successful sale of securities in the Company. We intend to utilize the proceeds
of any offering, any sales of equity securities or debt securities, bank and
other borrowings or a combination of those sources to effect a business
combination with a target business which we believe has significant growth
potential. While we may, under certain circumstances, seek to effect business
combinations with more than one target business, unless and until our warrants
are exercised or additional financing is obtained, we will not have sufficient
proceeds remaining after an initial business combination to undertake additional
business combinations.

                                       4
<PAGE>

A common reason for a target company to enter into a merger with a company in
our situation is the desire to establish a public trading market for its shares.
Such a company would hope to avoid the perceived adverse consequences of
undertaking a public offering itself, such as the time delays and significant
expenses incurred to comply with the various Federal and state securities law
that regulate initial public offerings.

We expect our present management to play no managerial role in the Company
following a business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect.

In evaluating a prospective target business, we will consider several factors,
including the following:

         o        experience and skill of management and availability of
                  additional personnel of the target business;

         o        costs associated with effecting the business combination;

         o        equity interest retained by our stockholders in the merged
                  entity;

         o        growth potential of the target business;

         o        capital requirements of the target business;

         o        capital available to the target business;

         o        stage of development of the target business;

         o        proprietary features and degree of intellectual property or
                  other protection of the target business;

         o        the financial statements of the target business; and

         o        the regulatory environment in which the target business
                  operates.

The foregoing criteria are not intended to be exhaustive and any evaluation
relating to the merits of a particular target business will be based, to the
extent relevant, on the above factors, as well as other considerations we deem
relevant. In connection with our evaluation of a prospective target business, we
anticipate that we will conduct a due diligence review which will encompass,
among other things, meeting with incumbent management and inspection of
facilities, as well as a review of financial, legal and other information.

                                       5
<PAGE>

The time and costs required to select and evaluate a target business (including
conducting a due diligence review) and to structure and consummate the business
combination (including negotiating and documenting relevant agreements and
preparing requisite documents for filing pursuant to applicable corporate and
securities laws) cannot be determined at this time. Our President intends to
devote only a small portion of his time to our affairs, and, accordingly, the
consummation of a business combination may require a longer time than if he
devoted his full time to our affairs. However, he will devote such time as he
deems reasonably necessary to carry out the business and affairs of the Company.
The amount of time devoted to our business and affairs may vary significantly
depending upon, among other things, whether we have identified a target business
or are engaged in active negotiation of a business combination.

We anticipate that various prospective target businesses will be brought to our
attention from various sources, including securities broker-dealers, investment
bankers, venture capitalists, bankers and other members of the financial
community, including, possibly, the executive officers and our affiliates.

                                       6
<PAGE>

As a general rule, Federal and state tax laws and regulations have a significant
impact upon the structuring of business combinations. We will evaluate the
possible tax consequences of any prospective business combination and will
endeavor to structure a business combination so as to achieve the most favorable
tax treatment to our Company, the target business and our respective
stockholders. There can be no assurance that the Internal Revenue Service or
relevant state tax authorities will ultimately assent to our tax treatment of a
particular consummated business combination. To the extent the Internal Revenue
Service or any relevant state tax authorities ultimately prevail in
recharacterizing the tax treatment of a business combination, there may be
adverse tax consequences to our Company, the target business, and our respective
stockholders.

We may acquire a company or business by purchasing, trading or selling the
securities of such company or business. However, we do not intend to engage
primarily in such activities. Specifically, we intend to conduct our activities
so as to avoid being classified as an "investment company" under the Investment
Company Act of 1940, and therefore avoid application of the costly and
restrictive registration and other provisions of the Investment Company Act and
the regulations promulgated thereunder.

Section 3(a) of the Investment Company Act excepts from the definition of an
"investment company" an entity which does not engage primarily in the business
of investing, reinvesting or trading in securities, or which does not engage in
the business of investing, owning, holding or trading "investment securities"
(defined as "all securities other than government securities or securities of
majority-owned subsidiaries") the value of which exceed 40% of the value of its
total assets (excluding government securities, cash or cash items). We intend to
implement our business plan in a manner which will result in the availability of
this exception from the definition of an investment company. Consequently, our
acquisition of a company or business through the purchase and sale of investment
securities will be limited. Although we intend to act to avoid classification as
an investment company, the provisions of the Investment Company Act are
extremely complex and it is possible that we may be classified as an inadvertent
investment company. We intend to vigorously resist classification as an
investment company, and to take advantage of any exemptions or exceptions from
application of the Investment Company Act, which allows an entity a one-time
option during any three-year period to claim an exemption as a "transient"
investment company. The necessity of asserting any such resistance, or making
any claim of exemption, could be time consuming and costly, or even prohibitive,
given our limited resources.

                                       7
<PAGE>

Various impediments to a business combination may arise, such as appraisal
rights afforded the stockholders of a target business under the laws of its
state of organization. This may prove to be deterrent to a particular
combination.


ITEM 2.  DESCRIPTION OF PROPERTY

During the fiscal year ended March 31, 2003, we operated at 136-m Tenth Street,
Ramona, CA. Autocarbon sub-leased the space with a monthly rent of $800 per
month. Effective January 2002, we were the primary tenants for the entire space.
At that time the monthly payment was increase to $1,350.00 per month. The lease
contains automatic yearly increases of $100.00 monthly. It is the belief of the
Company that the lease has been terminated with no further obligation to the
Company.

Following February 15, 2004, we relocated our office to 126 E. 83rd Street,
Suite 1B, 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.


                                       8
<PAGE>


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 re 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

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.



                                     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 42,454,456 shares of common stock outstanding. The number of
record holders of Common Stock as of March 31, 2004 is approximately 116.


                                       9
<PAGE>


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
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 HUMANA TRANS SERVICES HOLDING CORP. COMMON STOCK:

MARKET INFORMATION

      The Company's 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 2003:                HIGH BID      LOW BID      HIGH ASK      LOW ASK
------------------------------------        -------------------------------------------------
<S>                                         <C>           <C>            <C>           <C>
First Quarter(1)                            1.29          0.5            2.00          0.65
Second Quarter                              0.51          0.005          1.01          0.01
Third Quarter                               0.12          0.01           1.01          1.01
Fourth Quarter(2)                           1.50           115           2.75          1.01
</TABLE>


                                       10
<PAGE>


(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

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
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


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.


                                       11
<PAGE>


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 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 liability company or other
business entity (a "Merger Target") desiring the perceived advantages of
becoming a publicly reporting and publicly held corporation. We are a
developmental stage company and have no operating business. Our ability to
commence any operations is contingent upon obtaining adequate financial
resources.

RESULTS OF OPERATIONS:

For the Year Ending March 31, 2003 vs. March 31, 2002

Net cash used in operating activities for the twelve months ended March 31,
2003, was $(279,947), compared to $(196,170) for the twelve months ended March
31, 2002. During the twelve months ended March 31, 2003, the Company no
revenues, but received cash and cash equivalents of $297,176, from financing
activities and the issuance of common stock and options. There was a charge of
$(211,460) of payment for shares not issued. As a result, cash on hand increased
for the twelve month period ended March 31, 2003, to $284

The operating expenses and Expenses in connection with Discontinued operations
of $26,422 For the twelve month period ended March 31, 2003 resulted primarily
from accounting/auditing, legal and general administrative fees.


                                       12
<PAGE>



LIQUIDITY AND FINANCIAL RESOURCES

      As shown in the financial statements, the Company incurred a net loss of
$(607,276) during the year ended March 31, 2003, and has incurred substantial
net losses of $(1,033,208) since inception. At March 31, 2003, current
liabilities exceed current assets by $(134,982). 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, 2003, 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.


                                       13
<PAGE>


RISK FACTORS

We Have No Operating History or Basis for Evaluating Prospects

      We were incorporated in June 2001 and we have currently have no operating
business or plans to develop one. We are currently seeking to enter into a
merger or business combination with another company. Our 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 and searching for merger targets.

We Have Limited Resources and No 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, no revenues from operations to date, and our
cash on hand may not be sufficient to satisfy our cash requirements during the
next twelve months. In addition, we will not achieve any revenues (other than
insignificant investment income) until, at the earliest, the consummation of a
merger and we cannot ascertain our capital requirements until such time. Further
limiting our abilities to achieve revenues, in order to avoid status as an
"Investment Company" under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), we can only invest our funds prior to a merger in
limited investments which do not invoke Investment Company status. There can be
no assurance that determinations ultimately made by us will permit us to achieve
our business objectives. Our auditors have included an explanatory paragraph in
their report for the year ended March 31, 2003, 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 Merger, and Thus May Not Have a
Diversified Business

      Our resources are limited and we will most likely have the ability to
effect only a single merger. 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.


                                       14
<PAGE>


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

      Our ability to effect a merger will be dependent upon the efforts of our
President/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.
Thirlow 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 Change Upon the Consummation of a Merger

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

"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.


                                       15
<PAGE>


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.


                                       16
<PAGE>


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.

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 42,454,456, issued and
outstanding shares of common stock, leaving approximately 57,545,544 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.



                                       17
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

AUTOCARBON, INC.

TABLE OF CONTENTS

                                                                      PAGE

 REPORT OF INDEPENDENT ACCOUNTANT                                     F-1


FINANCIAL STATEMENTS

         Balance Sheet as of March 31, 2003                           F-2

         Statement of Operations for the year ended
               March 31, 2003 and 2002 and for the period
              June 26, 2001 (inception) to March 31, 2003             F-3

         Statement of Stockholders' Deficit for the year
               ended  March 31, 2003                                  F-4

         Statement of Cash Flows for the year ended
               March  31, 2003 and 2002 and for the period
              June 26, 2001 (inception) to March 31, 2003             F-5

         Notes to Financial Statements                                F-6-10


                                       18
<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 balance sheet of Autocarbon, Inc. (a development
stage  company) as of March 31, 2003 and the related  statements of  operations,
stockholders' deficit and cash flows for the years ended March 31, 2003 and 2002
and for the period from June 26,  2001 (date of  inception)  to March 31,  2003.
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. (a development
stage  company) as of March 31, 2003,  and the results of its operations and its
cash flows for the years  ended  March 31, 2003 and 2002 and for the period from
June 26,  2001  (date  of  inception)  to  March  31,  2003 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
April 1, 2004



                                      F-1
<PAGE>

AUTOCARBON,  INC.
(A Development Stage Company)
BALANCE SHEET
MARCH 31, 2003

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

Current Assets
        Cash and Cash Equivalents                          $       284
                                                           -----------

               Total current assets                                      $       284
                                                                         -----------

                                                                         $       284
                                                                         ===========



LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
        Accounts Payable - Discontinued Operations         $   134,066
        Payment for Shares not Issued                            1,200
                                                           -----------

               Total current liabilities                                 $   135,266

STOCKHOLDERS' DEFICIT
        Common Stock, $.0001 par value,
               100,000,000 shares authorized,
                1,226,085 issued and outstanding           $       122
        Additional  Paid-in Capital                            898,104
        Deficit Accumulated During the Development Stage    (1,033,208)
                                                           -----------


               Total Stockholders' Deficit                                  (134,982)
                                                                         -----------

                                                                         $       284
                                                                         ===========
</TABLE>



                 See accompanying notes to financial statements


                                      F-2
<PAGE>


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


<TABLE>
<CAPTION>
                                                                              June 26, 2001
                                                 Year Ended      Year Ended   (Inception) to
                                                  March 31,       March 31,      March 31,
                                                    2003            2002           2003
                                                 -----------    -----------    -----------
<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-                                  (580,854)      (425,932)    (1,006,786)

Expenses in Connection With Discontinued
      Operations,  Net of Income Taxes of $-0-        26,422             --         26,422
                                                 -----------    -----------    -----------


Net Loss                                         $  (607,276)   $  (425,932)   $(1,033,208)
                                                 ===========    ===========    ===========



Loss Per Share
     Basic                                       $   (1.9364)   $   (2.0584)   $   (3.2945)
                                                 ===========    ===========    ===========


Weighted Average Number of
     Common Shares outstanding                       313,617        206,924        313,617
                                                 ===========    ===========    ===========
</TABLE>


                 See accompanying notes to financial statements


                                      F-3
<PAGE>


AUTOCARBON.COM,INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' Deficit

<TABLE>
<CAPTION>
                                                                                            Accumulated
                                                                                              Deficit
                                                                               Additional    During the
                                                  Common Stock                  Paid-In     Development
                                                     Shares        Amount       Capital        Stage          Total
                                                  -----------   -----------   -----------   -----------    -----------
Common stock issued at inception -
<S>                                                   <C>       <C>           <C>           <C>            <C>
     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)
                                                  ===========   ===========   ===========   ===========    ===========
</TABLE>


                 See accompanying notes to financial statements



                                      F-4
<PAGE>


AUTOCARBON.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          June 26, 2001
                                                              Year Ended    Year Ended    (Inception) to
                                                               March 31,      March 31,      March 31,
                                                                  2003           2002           2003
                                                              -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>
Cash Flows from Operating Activities:

         Net Loss From Discontinued Operations                $  (607,276)   $  (425,932)   $(1,033,208)

         Adjustments to reconcile net loss to cash
              used in operating activities
                Issuance of common stock for services             317,500         96,950        414,450
                Depreciation                                           --          8,575          8,575
                                                              -----------    -----------    -----------

                                                                 (289,776)      (320,407)      (610,183)

         Changes in Assets and Liabilities
              (Increase) decrease in:
                 Accounts Receivable                                5,603         (5,603)            --
              Increase (decrease) in:
                 Accounts Payable                                  37,879         96,187        134,066
                Deferred Revenue                                  (23,129)        23,129             --
                Customer Deposits Payable                         (10,524)        10,524             --
                                                              -----------    -----------    -----------


                Net Cash Used in Operating Activities            (279,947)      (196,170)      (476,117)
                                                              -----------    -----------    -----------

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

                Net Cash Used in Investing Activities              25,725        (34,300)        (8,575)
                                                              -----------    -----------    -----------

Cash Flows from Financing Activities
         Proceeds from issuance of common stock and options       297,176        186,600        483,776
         Payment for shares not issued                           (211,460)       212,660          1,200
                                                              -----------    -----------    -----------

                Net Cash Provided by Financing Activities          85,716        399,260        484,976
                                                              -----------    -----------    -----------

Net increase in cash                                             (168,506)       168,790            284

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

Cash at end of period                                         $       284    $   168,790    $       284
                                                              ===========    ===========    ===========
</TABLE>


                 See accompanying notes to financial statements



                                      F-5
<PAGE>


                                AUTOCARBON, INC.
                          NOTES TO 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.

         Business

         The Company is engaged in the sale and  marketing  of 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 has determined to discontinue
         virtually  all of  its  operations  and  will  seek  to  effectuate  an
         acquisition  or merge into  another  business  entity.  The  Company is
         presently negotiating settlement agreements with all of its creditors.


                                      F-6
<PAGE>


                                AUTOCARBON, INC.
                          NOTES TO 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 consists of CAD production  software stated
         at cost.  Major  expenditures  that  substantially  increase the useful
         lives 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.
                          NOTES TO 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.
                          NOTES TO 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.



                                      F-9
<PAGE>


                                AUTOCARBON, INC.
                          NOTES TO 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.

NOTE 3:  SUBSEQUENT EVENT

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

         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  Nutriceuticals,  Inc.  (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.

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



                                      F-10
<PAGE>


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

None


ITEM 8A. CONTROLS AND PROCEDURES

      We recently acquired the Company and are 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.


                                       19
<PAGE>


                                    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.

Name                       Age              Position(s) Held
------------------------------------------------------------
Simon Thurlow              38               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., n New Jersey since
2001 and the Law Office of Michael S. Krome since February 2003. 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.
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


                                       20
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

      For the fiscal year ended March 31, 2003, no Officer/Director has been
compensated with salaries or other form of remuneration except as set forth
below:

<TABLE>
<CAPTION>

Name                       Fiscal Year      Cash Compensation          Restricted Compensation (1)
--------------------------------------------------------------------------------------------------
<S>                        <C>              <C>                        <C>
Simon Thurlow                 2003               $0.00                          30,000,000
</TABLE>


(1)   Paid 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 March 31, 2004, by (i) each person
(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 March 31, 2004, a total of approximately 42,454,456 shares of Common
Stock, have been issued and are outstanding.

<TABLE>
<CAPTION>
Shareholder*                                         Number            Percentage Ownership
--------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>
Simon P. Thurlow (1)                                 30,000,000                 71.10%

Directors and Officers                               30,000,000                 71.10%
         as a group (1 person)
</TABLE>

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

(1)   Director and/or Officer


                                       21
<PAGE>


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.


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<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.

ITEM 13.   EXHIBITS

<TABLE>
<CAPTION>
                                        INDEX TO EXHIBITS
-------------------------------------------------------------------------------------------------------------------
    SEC REFERENCE                   TITLE OF DOCUMENT
       NUMBER
-------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                        <C>
         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
-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       23
<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, 2003, 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, 2003, we filed an amendment to the previous Form 8-K.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

      During the fiscal year ended March 31, 2003, no 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, 2003, 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, Autocarnbon, Inc.. has duly caused this Report to be
signed on behalf of the undersigned thereunto duly authorized on April 8, 2004.

AUTOCARBON, INC.


By /s/ Simon Thurlow
  --------------------------
  Simon Thirlow, 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 April 30, 2004

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



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