SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
(Mark  One)
[  X  ]     Annual  report  pursuant  to  section  13 or 15(d) of the Securities
Exchange  Act  of  1934
     For  the  fiscal  year  ended  December  31,  2002

[   ]     Transition report under section 13 or 15(d) of the Securities Exchange
Act  of  1934
     For  the  transition  period  from  ___________________  to  ______________

                        Commission File Number 333-69006

                             WOODLAND HATCHERY, INC.
                 (Name of small business issuer in its charter)

                 NEVADA                                   84-1407365
     (State or other jurisdiction of              (I.R.S. Employer I.D. No.)
      incorporation or organization)

                   1442 LOWER RIVER ROAD, WOODLAND, UT  84036
              (Address and Zip Code of principal executive offices)

Issuer's  telephone  number,  including  area  code:  (801)  380-0247

Former  telephone  number,  including  area  code:  (801)  367-7197

Securities  registered  pursuant  to  Section  12(b)  of  the Exchange Act: None

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

                      $.001 par value, common voting shares

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 shorter
period that the registrant was required to file such report(s), and (2) has been
subject  to such filing requirements for the past 90 days.  Yes [ X ]   No [   ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is contained in this form, and no disclosure will be contained,
to  the  best  of the registrant's knowledge, in definitive proxy or information
statements  incorporated  by  reference  in  Part III of this form 10-KSB or any
amendment  to  this  Form  10-KSB.  [    ]

The  issuer's  revenue  for  its  most  recent  fiscal  year  was:  $-0-

There  is  no  active  market  for  the  issuer's  common  stock. Therefore, the
aggregate  market  value  of  the  issuer's voting stock held as of December 31,
2002,  by  non-affiliates  of  the  issuers  is  deemed  to  be  $-0-.

As  of  December  31,  2002, issuer had 11,470,000 shares of its $.001 par value
common  stock  outstanding.

Transitional  Small  Business  Format:   Yes  [   ]   No  [  X  ]
Documents  incorporated  by  reference:  none


<PAGE>

<TABLE>
<CAPTION>

                                            FORM 10-KSB
                                     WOODLAND HATCHERY, INC.
                                              INDEX

                                                                                             Page
<S>       <C>                                                                                <C>

PART I .  Item 1.  Description of Business                                                      3

          Item 2.  Description of Property                                                      6

          Item 3.  Legal Proceedings                                                            6

          Item 4.  Submission of Matters to a Vote of Security Holders                          6

PART II.  Item 5.  Market for Common Equity and Related Stockholder Matters                     6

          Item 6.  Management's Discussion and Analysis or Plan of Operation                    7

          Item 7.  Financial Statements                                                         8

          Item 8.  Changes In and Disagreements with Accountants on Accounting and
          Financial Disclosure                                                                  8

PART III  Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
          with Section 16(a) of the Exchange Act                                                8

          Item 10.  Executive Compensation                                                      9

          Item 11.  Security Ownership of Certain Beneficial Owners and Management              9

          Item 12.  Certain Relationships and Related Transactions                              9

          Item 13.  Exhibits and Reports on Form 8-K                                            9

          Item 14.  Controls and Procedures                                                    10

          Signatures                                                                           10

          Certification                                                                        11
</TABLE>

(Inapplicable  items  have  been  omitted)


                                        2
<PAGE>

                                     PART I

FORWARD-LOOKING  STATEMENT  NOTICE

When  used  in  this  report,  the  words "may," "will," "expect," "anticipate,"
"continue,"  "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended  to  identify  forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of  1934  regarding events, conditions, and financial trends that may affect the
Company's  future plans of operations, business strategy, operating results, and
financial  position.  Persons  reviewing  this  report  are  cautioned  that any
forward-looking  statements  are  not  guarantees  of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.

ITEM  1.  DESCRIPTION  OF  BUSINESS.

GENERAL

We  were formed as a Nevada corporation on May 15, 1997 as Kafco Corp.  On April
11,  2001  we  changed  our name to Woodland Hatchery, Inc.  We are developing a
fish  hatchery  to  provide  fish  for  private  fly-fishing enterprises and the
wholesale  and retail sales of organic fish.  The Utah Department of Agriculture
is  implementing  an  organic  agriculture  program.  The  program  will include
guidelines  and  rules  to  raising  organic fish.  We intend to comply with the
requirements  to have our fish certified as organic.  Our hatchery is located in
Utah  and  we  will market and sell our fish initially in Utah.  We may consider
marketing  and  selling fish in the nearby states of Wyoming, Idaho and Colorado
once  we  have  proven  operations.

OUR  BUSINESS

Our  hatchery  is  located  in  Woodland,  Utah, a location approximately twenty
minutes  east of Park City in the Upper Provo River Valley.  The address is 1442
Lower River Road, Woodland, Utah.  It is our intent to provide rainbow and brown
trout  for private fly-fishing enterprises and also to provide organically grown
fish  for  wholesale  and  retail  customers.

We  are  leasing  ground  and  water  rights from Seth Winterton, father of Cody
Winterton,  our  president,  on  which we have constructed our hatchery and will
initiate  our  operations.  Our  lease  payments are $1,200 per year.  The lease
allows  us  unrestricted use of approximately one acre of land through which the
hatchery  waterways  run.  We are also granted unrestricted access rights to the
property.  The  lease  is  for an initial period of twenty years as of June 2001
and  is  renewable annually after expiration unless either party gives notice to
terminate  the  lease.  All improvements to the land will belong to the owner of
the property upon termination of the lease.  We have selected the Woodland, Utah
site  because  rainbow  trout require large amounts of high quality water with a
minimum  dissolved  oxygen  concentration of 5 mg/L.  The selected site is ideal
for a fish hatchery because of the quality, volume and temperature of the water.

We  have  chosen  to  raise  trout  species  including German brown and Kamaloop
rainbow  trout.  These  species  were  chosen based on our environment including
water  temperature,  seasons  and  water  flows.

Trout  production  facilities  usually  consist of indoor rearing facilities and
outdoor  raceways  and  ponds.  The  rearing  facilities  are  usually  used for
producing trout from the fertilized eggs to fingerlings.  Trout farmers who have
brood  stock  can  produce  their  own  fertilized  eggs  or  purchase them from
commercial  trout  egg  producers.  After  trout  eggs  are fertilized, they are
placed  in  a  flow  through  incubator and are not disturbed until the eye spot
appears  in the eggs.  After hatching, the sac fry are raised in shallow troughs


                                        3
<PAGE>

and  they  contain  a  large yolk sac, which provides nutrition for three to six
weeks.  When  most  of the yolk sac is absorbed, they begin to swim to the water
surface to begin feeding.  It is at this time that the fry are fed an artificial
starter  diet.  They  are moved to production raceways and ponds when they reach
the  fingerling  stage  which  is  about  3  inches.  As trout grow they are fed
various  sizes  of  food  with  specific  protein  percentages.

We  have  completed  construction of the hatchery which consists of two concrete
raceways  with  free  flowing  water, including two small incubators.  A flowing
stream  has  been  diverted  to  run  through the raceways to simulate a natural
stream  or  riverbed.  Total  cost  for  construction was $23,500.  The concrete
design of the raceways aids in the quality of the fish hatchery while making the
walls  and  floors  easy to clean.  At times water may be diverted away from the
raceways  to allow them to sun-dry and kill diseases that may potentially exist.

Our  breeding operations commenced with the purchase of 2,000 pounds of six inch
trout,  weighing eight ounces per fish.  The initial purchase consisted of 1,000
pounds  of German Browns purchased from The Wyoming Trout Ranch and 1,000 pounds
of  Kamaloop  Rainbow Trout purchased from Black Canyon Trout Farm in Idaho.  By
starting  with six inch trout we hoped to have fish ready to sell in the fall of
2002,  however,  the fish have taken longer to mature than we anticipated.  As a
result,  we  do  not  expect  to begin selling trout until the summer or fall of
2003.

In  addition to purchasing fingerling trout, we will breed our own fish.  Twenty
or  so  of  the largest and strongest of each species will be kept for breeding.
These  brood  fish  will  provide the eggs for subsequent generations.  Once our
breeding stock is established we do not anticipate having to purchase additional
fish.  Our  goal  is  to produce sufficient fingerlings to have 17,000 pounds of
six  inch  marketable  trout  ready  to  sell  in  2003.

We  have  contracted  to  sell  the  initial  2,000  pounds of fish to Winterton
Ranches.  At  the  time  of  sale,  the  fish  will  have increased in length to
approximately  14  to  18  inches  and  will  have doubled in weight.  Winterton
Ranches will use the fish to stock ponds already existing on their property.  We
currently  lease  our property from Winterton Ranches who has adjoining property
with ours.  Winterton Ranches has an existing fish permit from the State of Utah
which  will  allow  us to transfer fish to their facilities without restriction.

Our goal is to increase our fish production to 30,000 pounds in 2004 and at that
time  to  further  expand  the  hatchery  facilities.

FISH  PURCHASE  AGREEMENT

Winterton Ranches, an entity controlled by Seth Winterton who is our president's
father, entered into a purchase agreement with us on July 1, 2001.  The original
agreement  provided that Winterton Ranches would purchase 10,000 pounds of trout
at market price, subject to availability, beginning on July 1, 2002 through July
1,  2004.  Target  production  dates  were  as  follows:

     2,000  pounds  at  or  about  July  1,  2002
     4,000  pounds  at  or  about  July  1,  2003
     4,000  pounds  at  or  about  July  1,  2004

Unfortunately,  it  has taken longer for the fish to mature than we anticipated.
Consequently,  we  were  unable  to deliver any fish to Winterton Ranches during
2002.  Because  of  the  delay  in  achieving  our  target production levels, on
December  15, 2002, Winterton Ranches modified the purchase agreement. Winterton
has  agreed  to accept as many fish as we can produce beginning in the summer of


                                        4
<PAGE>

2003. A copy of the modified agreement is attached as an exhibit to this report.
Should  Winterton  Ranches  fail  to  purchase our entire inventory of trout, we
believe  that  other  outlets  exist  for  our fish. However, we are not seeking
additional  customers  at the present time. Should we sell to parties other than
Winterton  Ranches,  we  will  apply  for the appropriate transportation permit.

MARKETING  AND  ADVERTISING

Once  we  have  established  our breeding operations, we intend to associate the
Woodland  name  with  quality  fish  that will be made available to existing fly
fishing  facilities.  We  will  list  our  facility  with  the State of Utah who
provides  a  list  of  facilities  to  people  seeking fish for stocking private
fisheries.  This  method  will  comprise  most  of  the  marketing  relating  to
transporting  fish  off our facility since there is a demand for certified State
fish.  We  also  intend to advertise in local and regional outdoor magazines and
related  publications.

We  will  be able to advertise our fish as certified State fish once we have the
appropriate  tests  conducted by the State of Utah and they certify our fish are
disease  free.  We  hope  to  be  certified  sometime  in  2003.

COMPETITION

Our  main competition will come from Wyoming Trout Ranch, Black Canyon in Idaho,
Gary Stringham in Utah, Trout Lodge in Washington, Mt. View Trout Ranch in Utah,
and  Spring  Lake  in  Utah.  Though  there  are  other  facilities in Utah, the
hatcheries  identified  hold  current  permits  with  the  State  of  Utah  for
transporting  fish.

We  believe  we  can  be competitive because of the demand for fish in Utah, our
location,  and  our  limited overhead costs.  Specifically, we have free flowing
water  without  a  need  to  pump water, thus reducing our costs and eliminating
risks  from  electrical  power  failure.

GOVERNMENTAL  REGULATION

To  prevent  the  spread of disease and the destruction of habitat by non-native
species,  the  State  of Utah strictly regulates live fish sales.  Utah requires
two types of permits.  The first allows us to receive fish into our facility and
raise  them.  The  second  permit  allows  us  to  transport  fish away from our
facility to another property.  We have been issued the first permit.  The second
permit,  that allows us to transport fish away from our facility is more complex
and  will  be  filed  for in 2003.  This permit requires that 60 randomly chosen
live  fish  be  transported  to  the state laboratory where they conduct several
tests, checking for disease that would be harmful to other facilities.  Approval
for a permit can take up to a week while the tests are being conducted.  We will
not  require  a  transport  permit  to transport fish to Winterton Ranches.  Our
hatchery is on leased land owned by Winterton Ranches who currently has a permit
to  receive  fish.  The  permit  applies  to  the  entire 100 acres of Winterton
Ranches.  We  will  require  a  transport  permit to transport fish to locations
outside  of  Winterton  Ranches.  We do not anticipate any problems in obtaining
the  permit.

If  the  State  of Utah finds disease during an inspection, all fish infected by
the  disease  are  destroyed  and  the  hatchery  raceways  drained, cleaned and
sanitized.  The  hatchery  raceways would be inspected again by the State before
more  fish  could  be  raised.

Should  our  operations  reach  50,000  pounds  per year, we will have to obtain
permits  from  the  Environmental  Protection  Agency  for our hatchery.  At the
current  time,  we  are not subject to any EPA regulations and do not anticipate
reaching  production  of  50,000 pounds in the near future.  We are not aware of
any  other governmental regulation with which we must comply in order to operate
our  hatchery.


                                        5
<PAGE>

EMPLOYEES

Our  president, Cody Winterton is our only employee.  We do not intend on hiring
additional  personnel  unless  our  operations  grow to a point where we require
help.  We estimate that Mr. Winterton devotes approximately 20 hours per week to
managing  our operations.  We do not have a formal employment agreement with Mr.
Winterton  although  we  provided  salary  and  health  insurance  totaling
approximately  $3,418  to  Mr.  Winterton  in  2002.

ITEM  2.  DESCRIPTION  OF  PROPERTY.

We  do  not own any real property.  Our hatchery is on approximately one acre of
leased  property and consists of two concrete raceways within a tributary course
of  the Provo River.  We have a small storage facility that houses fish food and
miscellaneous  tools  and equipment.  The terms of our lease are $1,200 per year
for a period of twenty years, expiring in June of 2021.  We utilize office space
provided  at  no cost by our president, Cody Winterton.  We anticipate that this
arrangement  will continue indefinitely as our current operations do not require
independent  office  facilities.

ITEM  3.  LEGAL  PROCEEDINGS.

To  the  best  of  our knowledge, no legal proceedings are threatened or pending
against  our  Company  or our sole officer and director.  None of our affiliates
are  parties against Woodland or have any material interests in actions that are
adverse  to  our  interests.

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

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

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

Our  common  stock  is  listed  on the Over the Counter Bulletin Board under the
symbol  WLDH.  As  of  December  31,  2002, we had approximately 63 shareholders
holding 11,470,000 shares of common stock.  Of the issued and outstanding common
stock, 1,470,000 are free trading, the balance are restricted stock as that term
is  used  in  Rule  144.  A  table detailing the high and low bid and ask prices
during  the  past  year  is  provided  below.

<TABLE>
<CAPTION>

                                 CLOSING BID      CLOSING ASK
2002                             HIGH    LOW      HIGH    LOW
<S>                             <C>     <C>      <C>     <C>
April 23 (first available)
Through June 28. . . . . . . .   .35     .20       .65     50

July 1 through September 38. .   .21     .20       .60     60

October 1 through December 31.   .20     .20       .60     60
</TABLE>

The  above  quotations,  as  provided  by  the  National  Quotation Bureau, LLC,
represent  prices  between dealers and do not include retail markup, markdown or
commission.  In addition, these quotations do not represent actual transactions.


                                        6
<PAGE>

We  have not paid, nor declared, any dividends since inception and do not intend
to  declare  any  such  dividends  in the foreseeable future. Our ability to pay
dividends  is  subject  to  limitations imposed by Nevada law. Under Nevada law,
dividends  may  be  paid  to  the  extent that a corporation's assets exceed its
liabilities  and  it  is  able  to pay its debts as they become due in the usual
course  of  business.

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

YEARS  ENDED  DECEMBER  31,  2002  AND  2001

We  did  not  generate  any revenue during the years ended December 31, 2002 and
2001.   We  anticipate that we will begin generating revenue under our agreement
with  Winterton  Ranches  as  soon  as  our  initial  generation of fish reaches
maturity  and  a  breeding stock is established.  During the year ended December
31,  2002 our expenses were $34,272.  Expenses in 2002 consisted of primarily of
general  and administrative costs.  We also had expenses of $3,418 consisting of
salary,  health insurance and payroll taxes.  During the year ended December 31,
2001,  our  general and administrative costs were $12,844.  We also had interest
expense  of  $1,394  in  2001  resulting  in  net  loss  of  $14,238.  Higher
administrative  costs  in  2002  were  largely  due  to expenses associated with
conducting  a public offering that closed in January of 2002.  Legal, accounting
and  professional  fees  relating  to  our  public  offering  were approximately
$20,000.  General  and  administrative  costs in 2001 were largely the result of
professional  fees  and  expenses  relating  to  our  public  reporting
responsibilities.  As  a  result  of  these  factors,  we realized net losses of
$34,272  for  the  year  ended  December 31, 2002 and $14,238 for the year ended
December  31,  2001.  Cumulative  loss  from  inception  on May 15, 1997 through
December  31,  2002  is  $51,220.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  December  31, 2002 we had total assets of $35,372.  Current assets consisted
of  $5,623  in  cash,  $4,087  in prepaid expenses and $942 in inventory.  Other
assets consisted of property and equipment valued at $24,720.  Current assets at
December  31,  2001  consisted  of $53,974 in cash and $746 in inventory.  Other
assets  at  December  31,  2001  consisted  of  property and equipment valued at
$14,943.  Total  current liabilities at December 31, 2002 consisted of $1,842 in
accounts  payable  compared  to  liabilities  at December 31, 2001 of $20,611 in
accounts  payable.

In  November  of  2001, we initiated a public offering that closed in January of
2002,  generating  $75,000.  The  majority  of  proceeds  went  to paying debts,
covering  offering  costs  and  developing  our  hatchery facilities.  We do not
anticipate  any  substantial  property  or  equipment expenditures over the next
twelve months since our hatchery is operational and we have secured an inventory
of  trout.  On September 20, 2002 we issued 75,000 restricted shares as reported
on  Form  S-8 for future legal and consulting services valued at $18,750.  We do
not  anticipate  any  similar  expenditures  in  the  next  twelve  months.

PLAN  OF  OPERATION

We  estimate that general and administrative expenses for the next twelve months
will be approximately $14,000.  This estimate is based on our average costs less
offering expenses and consulting fees over the past two years.  We hope to cover
these  costs  with cash on hand and with expected proceeds from fish sales under
our  purchase  agreement.  Winterton  Ranches  has  agreed to purchase at market
value  as  many  fish as we can produce beginning in 2003.  Winterton Ranches is
currently  our  only  customer.  We  are not seeking additional customers at the
present  time  and do not have a contingency plan if Winterton does not purchase
our  fish.

Our auditors have expressed substantial doubt about our ability to continue as a
growing  concern  because  of  our  history  of  losses  and  lack  of  revenue.


                                        7
<PAGE>

Additional  delays  in fish production could force us to seek additional sources
of  operating  capital.  If  we  should  find  it  necessary to raise additional
capital,  we  may  sell  common stock or enter into debt financing arrangements.

We  intend  to  continue  complying  with  our  duties  as  public  company.  To
demonstrate  our  commitment to operating fairly and ethically, we have recently
adopted  a  Corporate  Code  of  Ethics  that  is attached as an exhibit to this
report.

ITEM  7.  FINANCIAL  STATEMENTS.

Our  financial  statements  appear  at the end of this report beginning with the
Index  to  Financial  Statements  on  page  12.

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

None.

                                    PART III

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

The  following  table sets forth the name, age, position and office term of each
executive  officer  and  director  of  the  Company.

<TABLE>
<CAPTION>

NAME            AGE                POSITION                     SINCE
--------------  ---  -------------------------------------  -------------
<S>             <C>  <C>                                    <C>

Cody Winterton   30  President, Secretary, Vice President,  Jan. 25, 2001
                     Treasurer and Director
</TABLE>

The  following  is  a  brief  biography  of  our  officer  and  director.

CODY  WINTERTON, PRESIDENT AND DIRECTOR.  Mr. Winterton began studies in 1996 at
Brigham Young University and graduated in 2001 with a major in Political Science
and  a  minor in Business Management.  While attending BYU, Mr. Winterton worked
at  the  Utah  Valley  Regional Medical Center as a Phlebotomist and Psychiatric
Technician  from  1997  until  2000.  During  the  summer of 2000, Mr. Winterton
worked  in  marketing for Realxchange, an Internet company that built a platform
on  online  real  estate  transactions.  Since  1997  he has also worked for the
Springville  Ambulance  Service  as  a  volunteer Intermediate Emergency Medical
Technician.  During that same period, he assisted his father, Seth Winterton, in
developing  and  maintaining  a  Fly  Fishing  business  utilizing  the existing
Winterton  Ranch  facilities.  Mr. Winterton has conducted extensive research in
trout  hatchery  construction  and  operation.  Areas  of research include water
quality  and  temperature,  climates,  food  sources  and  trout  species.  Mr.
Winterton  is  actively  engaged  in stocking, breeding and monitoring our fish.

Our former director, Mr. Christian Holmes, resigned on October 8, 2002 to attend
graduate  school.

ITEM  10.  EXECUTIVE  COMPENSATION

Woodland  does  not  have  an  employment  contract  with our executive officer.
However,  in 2002 we paid $3,418 in salary and benefits to our executive officer
consisting  of  $500  in  salary, $2,575 in health insurance and $343 in payroll
taxes.


                                        8
<PAGE>

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.

The  following  table  sets  forth  as  of  December  31,  2002,  the number and
percentage of the 11,470,000 shares of outstanding common stock which, according
to  the information supplied to the Company, were beneficially owned by (i) each
person  who is currently a director of the Company, (ii) each executive officer,
(iii) all current directors and executive officers of the Company as a group and
(iv)  each  person who, to the knowledge of the Company, is the beneficial owner
of more than 5% of the outstanding common stock.  Except as otherwise indicated,
the  persons  named  in  the  table  have sole voting and dispositive power with
respect  to  all  shares  beneficially owned, subject to community property laws
where  applicable.


<TABLE>
<CAPTION>

NAME AND ADDRESS                             AMOUNT    PERCENTAGE
<S>                                         <C>        <C>

Cody Winterton (1) . . . . . . . . . . . .  8,500,000      74.10 %
1491 East 450 South
Springville, UT  84663

The Quest for the Gift of Life Foundation.  1,000,000       8.71 %
6788 South 1300 East, Suite P
Salt Lake City, UT 84121

Officers, Directors and. . . . . . . . . .  8,500,000      74.10 %
Nominees as a Group:
1 person

(1) Officer and/or director.
</TABLE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

Cody  Winterton  provides  our  office  space  at  his  residence  at no charge.

Seth  Winterton  holds  the  lease  on our hatchery property and is the owner of
Winterton  Ranches who has agreed to purchase our fish for the first three years
of  operation.  Seth  Winterton  is the father of Cody Winterton, our president.
Under  the  terms  of  the  lease  agreement, Seth Winterton will receive $1,200
annually.  Under  the  terms of the fish purchase agreement, Seth Winterton will
pay  us  market  price  at  the  date  of  purchase.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

REPORTS  ON  FORM  8-K

Woodland  did  not  file any reports on Form 8-K during the last three months of
the  period  reflected  by  this  report.


                                        9
<PAGE>

<TABLE>
<CAPTION>

EXHIBIT NUMBER  TITLE                                                                 LOCATION
<C>             <S>                                                                   <C>

          10.1  Modified Purchase Agreement, December 15, 2002 . . . . . . . . . . .         *

          99.1  Certification of Chief Executive Officer and Chief Financial Officer  Attached
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

          99.2  Corporate Code of Ethics . . . . . . . . . . . . . . . . . . . . . .         *
<FN>

*  Exhibits  10.1  and  99.2  were previously attached as exhibits to the Form 10-KSB filed on
March  20,  2003  and  are  hereby  incorporated  by  reference.
</TABLE>

ITEM  14.  CONTROLS  AND  PROCEDURES

Within  the  90-day  period  prior  to the date of this report, we evaluated the
effectiveness  and  operation of our disclosure controls and procedures pursuant
to  Rule  13a-14  of  the  Securities  Exchange  Act  of  1934.  Based  on  that
evaluation,  our  Chief  Executive  Officer  and  Chief  Financial  Officer have
concluded that our disclosure controls and procedures are effective.  There have
been  no  significant  changes  in internal controls or other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.



                                   SIGNATURES

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                            WOODLAND HATCHERY, INC.



Date:  May  30,  2003                   By: /s/Cody  Winterton
                                        -------------------------
                                        Cody  Winterton
                                        Chief  Executive  Officer
                                        Chief  Financial  Officer


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


Date:  May  30,  2003                   By: /s/Cody  Winterton
                                        -----------------------
                                        Cody  Winterton
                                        Director


                                       10
<PAGE>

CERTIFICATION  PURSUANT  TO  SECTION  302  OF  THE  SARBANES-OXLEY  ACT  OF 2002

I,  Cody  Winterton,  the Chief Executive Officer and Chief Financial Officer of
Woodland  Hatchery,  Inc.  (the  "Company"),  certify  that:

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  the  Company;

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

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

4.  I  am  responsible  for establishing and maintaining disclosure controls and
procedures  (as  defined  in  Exchange  Act  Rules  13a-14  and  15d-14) for the
registrant  and  I  have:

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

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

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

5.  I  have  disclosed,  based on my most recent evaluation, to the registrant's
auditors  and the audit committee of registrant's board of directors (or persons
performing  the  equivalent  function):

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

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

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


May  30,  2003                     /s/Cody  Winterton
                                   -------------------------
                                   Cody  Winterton
                                   Chief  Executive  Officer
                                   Chief  Financial  Officer


                                       11
<PAGE>

<TABLE>
<CAPTION>


         WOODLAND  HATCHERY,  INC.
         -------------------------
     (A  Development  Stage  Company)
     --------------------------------

    INDEX  TO  FINANCIAL  STATEMENTS


                                    Page
                                    ----
<S>                                 <C>
Independent Auditors' Report . . .    13

Balance Sheets . . . . . . . . . .    14

Statements of Operations . . . . .    15

Statements of Stockholders' Equity    16

Statements of Cash Flows . . . . .    17

Notes to Financial Statements. . .    18
</TABLE>


                                       12
<PAGE>

                          INDEPENDENT AUDITORS' REPORT



To  the  Stockholders  and
Board  of  Directors  of
Woodland  Hatchery,  Inc.


We  have  audited  the  accompanying balance sheet of Woodland Hatchery, Inc. (a
development  stage  company),  as  of December 31, 2002 and 2001 and the related
statements  of  operations,  stockholders'  equity, and cash flows for the years
then  ended  and  the  cumulative  amounts  since  inception.  These  financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of Woodland Hatchery, Inc. (a
development  stage company), as of December 31, 2002 and 2001 and the results of
its  operations  and  its cash flows for the years then ended and the cumulative
amounts  since  inception,  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 2 to the
financial  statements,  the  Company's  revenue generating activities are not in
place  and  the Company has incurred a loss.  These conditions raise substantial
doubt  about  its  ability  to  continue as a going concern.  Management's plans
regarding  those matters also are described in Note 2.  The financial statements
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.



/s/JONES  SIMKINS  LLP
-----------------------
Logan,  Utah
February  24,  2003


                                       13
<PAGE>

<TABLE>
<CAPTION>


                             WOODLAND HATCHERY, INC
                          (A Development Stage Company)
                                 BALANCE SHEETS
                            December 31 2002 and 2001


                                                             2002       2001
                                                           ---------  --------
<S>                                                        <C>        <C>

ASSETS
---------------------------------------------------------
Current assets:
    Cash. . . . . . . . . . . . . . . . . . . . . . . . .  $  5,623    53,974
    Prepaid expenses. . . . . . . . . . . . . . . . . . .     4,087         -
    Inventories . . . . . . . . . . . . . . . . . . . . .       942       746
                                                           ---------  --------

      Total current assets. . . . . . . . . . . . . . . .    10,652    54,720

Property and equipment, net . . . . . . . . . . . . . . .    24,720    14,943
                                                           ---------  --------

          Total assets. . . . . . . . . . . . . . . . . .  $ 35,372    69,663
                                                           =========  ========


LIABILITIES AND STOCKHOLDERS' EQUITY
---------------------------------------------------------

Current liabilities - accounts payable. . . . . . . . . .  $  1,842    20,611
                                                           ---------  --------

Commitments . . . . . . . . . . . . . . . . . . . . . . .         -         -

Stockholders' equity:
    Preferred stock, $.001 par value, 5,000,000 shares
      authorized, no shares issued and outstanding. . . .         -         -
    Common stock, $.001 par value, 50,000,000 shares
      authorized, 11,470,000 and 11,395,000 shares issued
      and outstanding, respectively . . . . . . . . . . .    11,470    11,395
    Additional paid-in capital. . . . . . . . . . . . . .    73,280    54,605
    Deficit accumulated during the development stage. . .   (51,220)  (16,948)
                                                           ---------  --------

          Total stockholders' equity. . . . . . . . . . .    33,530    49,052
                                                           ---------  --------

          Total liabilities and stockholders' equity. . .  $ 35,372    69,663
                                                           =========  ========
</TABLE>

                 See accompanying notes to financial statements


                                       14
<PAGE>

<TABLE>
<CAPTION>

                             WOODLAND HATCHERY, INC
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                            December 31 2002 and 2001


                                                                      Cumulative
                                               2002         2001        Amounts
                                           ------------  -----------  ----------

<S>                                        <C>           <C>          <C>
Revenue . . . . . . . . . . . . . . . . .  $         -            -         -
                                           ------------  -----------  ----------

General and administrative costs. . . . .       34,272       12,844    49,826
Interest expense. . . . . . . . . . . . .            -        1,394     1,394
                                           ------------  -----------  ----------

          Loss before income taxes. . . .      (34,272)     (14,238)  (51,220)

Provision for income taxes. . . . . . . .            -            -         -
                                           ------------  -----------  ----------

          Net Loss. . . . . . . . . . . .  $   (34,272)     (14,238)  (51,220)
                                           ============  ===========  ==========


Loss per common share - basic and diluted  $         -            -
                                           ============  ===========

Weighted average common shares -
  basic and diluted . . . . . . . . . . .   11,418,000   10,055,000
                                           ============  ===========
</TABLE>

                 See accompanying notes to financial statements


                                       15
<PAGE>

<TABLE>
<CAPTION>

                                            WOODLAND  HATCHERY,  INC
                                        (A  Development  Stage  Company)
                                      STATEMENTS  OF  STOCKHOLDERS'  EQUITY
                                            December 31 2002 and 2001

                                                                                                Deficit
                                                                                                Accumulated
                                                                                    Additional  During the
                                         Preferred Stock          Common Stock      Paid-in     Development
                                        ---------------------  -------------------
                                        Shares     Amount       Shares      Amount  Capital     Stage        Total
                                        ------  -------------  ----------  -------  ---------   -----------  ----------
<S>                                     <C>     <C>            <C>         <C>      <C>         <C>          <C>
                                             -  $           -           -  $     -  $      -     $      -      $     -
Balance at May 15, 1997
 (date of inception)

Issuance of common stock for cash. . .       -              -   1,006,000    1,006     1,494            -        2,500

Net loss . . . . . . . . . . . . . . .       -              -           -        -         -         (975)        (975)
                                        ------  -------------  ----------  -------  ---------   -----------  ----------

Balance at December 31, 1997 . . . . .       -              -   1,006,000    1,006     1,494         (975)       1,525

Issuance of common stock for cash. . .       -              -      14,000       14     3,486            -        3,500

Net loss . . . . . . . . . . . . . . .       -              -           -        -         -         (868)        (868)
                                        ------  -------------  ----------  -------  ---------   -----------  ----------

Balance at December 31, 1998 . . . . .       -              -   1,020,000    1,020     4,980       (1,843)       4,157

Net loss . . . . . . . . . . . . . . .       -              -           -        -         -         (442)        (442)
                                        ------  -------------  ----------  -------  ---------   -----------  ----------

Balance at December 31, 1999 . . . . .       -              -   1,020,000    1,020     4,980       (2,285)       3,715

Net loss . . . . . . . . . . . . . . .       -              -           -        -         -         (425)        (425)
                                        ------  -------------  ----------  -------  ---------   -----------  ----------

Balance at December 31, 2000 . . . . .       -              -   1,020,000    1,020     4,980       (2,710)       3,290

Issuance of common stock for:

     Cash. . . . . . . . . . . . . . .       -              -  10,000,000   10,000         -            -       10,000

     Cash. . . . . . . . . . . . . . .       -              -     375,000      375    74,625            -       75,000

Offering costs . . . . . . . . . . . .       -              -           -        -   (25,000)           -      (25,000)

Net loss . . . . . . . . . . . . . . .       -              -           -        -         -      (14,238)     (14,238)
                                        ------  -------------  ----------  -------  ---------   -----------  ----------

Balance at December 31, 2001 . . . . .       -              -  11,395,000   11,395    54,605      (16,948)      49,052

Issuance of common stock for services.       -              -      75,000       75    18,675            -       18,750

Net loss . . . . . . . . . . . . . . .       -              -           -        -         -      (34,272)     (34,272)
                                        ------  -------------  ----------  -------  ---------   -----------  ----------

Balance at December 31, 2002 . . . . .       -  $           -  11,470,000  $11,470  $ 73,280     $(51,220)    $ 33,530
                                        ======  =============  ==========  =======  =========   ===========  ==========
</TABLE>

                 See accompanying notes to financial statements


                                       16
<PAGE>

<TABLE>
<CAPTION>

                             WOODLAND HATCHERY, INC
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                            December 31 2002 and 2001


                                                                           Cumulative
                                                        2002       2001     Amounts
                                                      ---------  --------  ----------
<S>                                                   <C>        <C>       <C>

Cash flows from operating activities:
----------------------------------------------------
Net loss . . . . . . . . . . . . . . . . . . . . . .  $(34,272)  (14,238)  (51,220)
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
       Depreciation. . . . . . . . . . . . . . . . .     1,657       567     2,872
       Loss on disposal of assets. . . . . . . . . .         -       361       361
       Common stock issued for services. . . . . . .    18,750         -    18,750
       (Increase) decrease in:
          Prepaid expenses . . . . . . . . . . . . .    (4,087)        -    (4,087)
          Inventories. . . . . . . . . . . . . . . .      (196)     (746)     (942)
       Increase (decrease) in accounts payable . . .   (18,769)   20,611     1,842
                                                      ---------  --------  ----------

          Net cash provided by (used in)
            operating activities . . . . . . . . . .   (36,917)    6,555   (32,424)
                                                      ---------  --------  ----------

Cash flows from investing activities:
----------------------------------------------------
Purchase of fixed assets . . . . . . . . . . . . . .   (11,434)  (15,510)  (27,953)
                                                      ---------  --------  ----------

          Net cash used in investing activities. . .   (11,434)  (15,510)  (27,953)
                                                      ---------  --------  ----------

Cash flows from financing activities:
----------------------------------------------------
Proceeds from issuance of common stock, net. . . . .         -    60,000    66,000
                                                      ---------  --------  ----------

          Net cash provided by financing activities.         -    60,000    66,000
                                                      ---------  --------  ----------


          Net increase (decrease) in cash. . . . . .   (48,351)   51,045     5,623

Cash, beginning of period. . . . . . . . . . . . . .    53,974     2,929         -
                                                      ---------  --------  ----------

Cash, end of period. . . . . . . . . . . . . . . . .  $  5,623    53,974     5,623
                                                      =========  ========  ==========
</TABLE>

                 See accompanying notes to financial statements


                                       17
<PAGE>

                             WOODLAND HATCHERY, INC
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                            December 31 2002 and 2001

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

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

Woodland  Hatchery, Inc. (the Company) was organized under the laws of the State
of  Nevada  on  May  15,  1997  (date of inception).  From May 15, 1997 (date of
inception)  until  December  31,  2000,  the  Company's  activities consisted of
seeking  business  ventures, which would allow for long-term growth.  Subsequent
to  December  31,  2000,  the  Company initiated plans to begin operating a fish
hatchery  located  in  Woodland,  Utah.  Further,  the  Company  is considered a
development  stage  company  as  defined  in  SFAS  No. 7 and has not, thus far,
commenced  planned  principal  operations.

Cash  and  Cash  Equivalents
----------------------------

For  purposes  of  the statement of cash flows, the Company considers all highly
liquid  investments  with  a  maturity  of  three  months  or  less  to  be cash
equivalents.

Income  Taxes
-------------

Deferred  income  taxes  are  provided  in  amounts sufficient to give effect to
temporary  differences  between financial and tax reporting, principally related
to  net  operating  loss  carryforwards.

Earnings  Per  Share
--------------------

The  computation  of  basic  earnings  per common share is based on the weighted
average  number  of  shares  outstanding  during  the  period.

The  computation  of  diluted earnings per common share is based on the weighted
average  number  of  shares  outstanding during the period plus the common stock
equivalents  which  would  arise from the exercise of stock options and warrants
outstanding  using  the  treasury  stock method and the average market price per
share  during  the  period.  Common  stock  equivalents  are not included in the
diluted  earnings  per share calculation when their effect is antidilutive.  The
Company  does not have any stock options or warrants outstanding at December 31,
2002  and  2001.

Concentration  of  Credit  Risk
-------------------------------

The  Company  maintains  its cash in bank deposit accounts, which, at times, may
exceed  federally insured limits.  The Company has not experienced any losses in
such  accounts  and believes it is not exposed to any significant credit risk on
cash  and  cash  equivalents.

Use  of  Estimates  in  the  Preparation  of  Financial  Statements
-------------------------------------------------------------------

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


                                       18
<PAGE>

                             WOODLAND HATCHERY, INC
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                            December 31 2002 and 2001


Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------

Inventories
-----------

Inventories  consist of fish and fish food and is valued at the lower of cost or
market  using  the  first-in  and  first-out  (FIFO)  method.

Property  and  Equipment
------------------------

Property  and  equipment  are  stated  at  cost  less  accumulated depreciation.
Depreciation  and  amortization  is  determined  using  the  straight-line  and
accelerated methods over the estimated useful lives of the assets.  Expenditures
for  maintenance  and  repairs  are  expensed  when incurred and betterments are
capitalized.  Gains  and  losses on sale of property and equipment are reflected
in  operations.

Note  2  -  Going  Concern
--------------------------

As  of December 31, 2002, the Company's revenue generating activities are not in
place,  and  the  Company  has  incurred  a loss for the year then ended.  These
factors  raise  substantial  doubt  about the Company's ability to continue as a
going  concern.

Management  intends  to  seek  additional  funding  through  increasing  equity
ownership.  There  can  be no assurance that such funds will be available to the
Company,  or  available  on  terms  acceptable  to  the  Company.

Note  3  -  Property  and  Equipment
------------------------------------

Property  and  equipment  consists  of  the  following  at  December  31:

<TABLE>
<CAPTION>

                                   2002     2001
                                 --------  -------
<S>                              <C>       <C>
  Hatchery. . . . . . . . . . .  $23,503   14,002
  Equipment . . . . . . . . . .    1,933        -
  Office equipment. . . . . . .    1,508    1,508
                                 --------  -------

                                  26,944   15,510
  Less accumulated depreciation   (2,224)    (567)
                                 --------  -------

                                 $24,720   14,943
                                 ========  =======
</TABLE>


                                       19
<PAGE>

                             WOODLAND HATCHERY, INC
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                            December 31 2002 and 2001


Note  4  -  Income  Taxes
-------------------------

The  difference between income taxes at statutory rates and the amount presented
in  the  financial  statements  is  a  result  of  the  following:

<TABLE>
<CAPTION>

                                          Years  Ended
                                          December  31,    Cumulative
                                        -----------------
                                          2002     2001    Amounts
                                        --------  -------  --------
<S>                                     <C>       <C>      <C>

  Income tax benefit at statutory rate  $ 5,000    2,000     8,000
  Change in valuation allowance. . . .   (5,000)  (2,000)   (8,000)
                                        --------  -------  --------

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

Deferred  tax  assets  are  as  follows  at  December  31:

<TABLE>
<CAPTION>

                                 2002     2001
                               --------  -------
<S>                            <C>       <C>
Operating loss carryforwards.  $ 8,000    3,000
Valuation allowance . . . . .   (8,000)  (3,000)
                               --------  -------

 . . . . . . . . . . . . . .        -        -
                               ========  =======
</TABLE>

The  Company's  net operating loss carryforwards of approximately $51,000, begin
to expire in the year 2017.  The amount of net operating loss carryforwards that
can  be  used  in  any  one  year  may  be limited by significant changes in the
ownership  of  the Company and by the applicable tax laws which are in effect at
the  time  such  carryforwards  can  be  utilized.

Note  5  -  Supplemental  Cash  Flow  Information
-------------------------------------------------

Actual  amounts  paid  for  interest  and  income  taxes  are  as  follows:

<TABLE>
<CAPTION>

                                    Cumulative
                   2002      2001   Amounts
                -----------  -----  -------
<S>             <C>          <C>    <C>

  Interest . .  $         -  1,394    1,394
                ===========  =====  =======

  Income taxes
                $         -      -        -
                ===========  =====  =======
</TABLE>

During  the  year  ended  December 31, 2002, the Company issued 75,000 shares of
common  stock  in  exchange  for  legal  services  valued  at  $18,750.


                                       20
<PAGE>

                             WOODLAND HATCHERY, INC
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                            December 31 2002 and 2001


Note  6  -  Stock  Plan
-----------------------

The  Company  has  adopted a benefit plan (the Plan).  The Plan provides for the
granting  of  up  to  750,000  shares of stock.  Under the Plan, the Company may
issue  shares  of  the  Company's  common  stock or grant options to acquire the
Company's  common  stock  from  time  to time to employees, directors, officers,
consultants  or advisors of the Company on the terms and conditions set forth in
the  Plan.  In  addition, at the discretion of the Board of Directors, stock may
from  time  to  time  be granted under this Plan to other individuals, including
consultants  or  advisors,  who contribute to the success of the Company but are
not  employees  of  the  Company.

As  of  December 31, 2002, no stock or stock options have been issued under this
plan.

Note  7  -  Recent  Accounting  Pronouncements
----------------------------------------------

In  June  2002,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No.  146, Accounting for Costs Associated with
Exit  or  Disposal  Activities  (SFAS  146).  This Statement addresses financial
accounting  and  reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (Issue No. 94-3, "Liability Recognition
for  Certain  Employee  Termination Benefits and Other Costs to Exit an Activity
(including  Certain  Costs Incurred in a Restructuring)." The provisions of this
Statement are effective for exit or disposal activities that are initiated after
December 31, 2002. Management does not expect the adoption of SFAS 146 to have a
significant  impact  on  the  financial position or results of operations of the
Company.

In  April  2002,  the  Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44,
and  64,  Amendment  of  FASB  Statement No. 13, and Technical Corrections (SFAS
145).  This  Statement  changes  the  method  for  reporting  gains  on  the
extinguishment  of  debt  and  eliminates  an inconsistency between the required
accounting  for  sale-leaseback  transactions  and  the  required accounting for
certain  lease  modifications  that  have  economic  effects that are similar to
sale-leaseback  transactions.  This  Statement  also  amends  other  existing
authoritative  pronouncements  to  make  various  technical corrections, clarify
meanings,  or  describe their applicability under changed conditions. Management
does  not  expect  the  adoption of SFAS 145 to have a significant impact on the
financial  position  or  results  of  operations  of  the  Company.

In  August  2001,  the  Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  144,  Accounting  for  the  Impairment or
Disposal of Long-Lived Assets (SFAS 144).  The new guidance resolves significant
implementation  issues  related  to  FASB  Statement No. 121, Accounting for the
Impairment  of  Long-Lived  Assets  and for Long-Lived Assets to be Disposed of.
SFAS  144  is effective for fiscal years beginning after December 15, 2001.  The
adoption  of  this  statement  is  not expected to have a material effect on the
Company's  financial  position  or  results  of  operations.

In  June  2001,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No.  143,  Accounting  for  Asset  Retirement
Obligations  (SFAS  143).  This  Statement  requires  that  the  fair value of a
liability  for  an  asset  retirement  obligation be recognized in the period in
which  it  is  incurred  if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived asset.  The adoption of this statement is not expected to have
a  material effect on the Company's financial position or results of operations.


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                             WOODLAND HATCHERY, INC
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                            December 31 2002 and 2001



Note  7  -  Recent  Accounting  Pronouncements  (continued)
-----------------------------------------------------------

In  July  2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (FAS) No. 141, "Business Combinations" and No.
142,  "Goodwill  and  Other  Intangible  Assets."  The  statements eliminate the
pooling-of-interests  method of accounting for business combinations and require
that  goodwill  and  certain  intangible assets not be amortized. Instead, these
assets  will  be  reviewed  for  impairment  annually  with  any  related losses
recognized  in  earnings  when incurred. The adoption of these statements is not
expected  to  have  a  material  effect  on  the company's financial position or
results  of  operations.


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