U. S. Securities and Exchange Commission
                         Washington, D. C.  20549

                              FORM 10-KSB

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

     For the fiscal year ended December 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 No.  000-50222
                                             ---------

                      BIKINI TEAM INTERNATIONAL, INC.
                      -------------------------------
               (Name of Small Business Issuer in its Charter)

            UTAH                                         41-2029935
            ----                                         ----------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                            89 Lone Hollow Cove
                             Sandy, Utah 84092
                             -----------------
                   (Address of Principal Executive Offices)

                  Issuer's Telephone Number: (801) 572-4125

Securities Registered under Section 12(b) of the Exchange Act:   None.
Name of Each Exchange on Which Registered:                       None.
Securities Registered under Section 12(g) of the Exchange Act:   $0.001 Par
                                                                 Value Common
                                                                 Stock.

     Check whether the Registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No           (2)  Yes  X    No
               ---      ---                ---      ---

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [ ]

     State Issuer's revenues for its most recent fiscal year: December 31,
2003 - $0.

<PAGE>

     State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days.

     March 23, 2004 - $200.  There are approximately 200,000 shares of
common voting stock of the Registrant held by non-affiliates.  There is no
"established trading market" for the Registrant's securities, so these shares
have been arbitrarily valued at par value of $0.001 per share.

               (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PAST FIVE YEARS)

     Not applicable.

     Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.   Yes     No
                                                       ---    ---

                  (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares outstanding of each of the Registrant's
classes of common equity, as of the latest practicable date:

                             March 23, 2004

                                800,000

                    DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in
Part III, Item 13 of this Annual Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---

<PAGE>
                                  PART I

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

Business Development.
---------------------

     Organization.
     -------------

     Bikini Team International, Inc. (our "Company," "we," "us," "our" and
words of similar import) was organized under the laws of the State of Utah on
May 2, 2001. Our Company was formed to engage in any lawful purpose.

     Our initial authorized capital consisted of 105,000,000 shares of $0.001
par value stock with 100,000,000 shares authorized as common voting stock and
5,000,000 shares authorized as preferred stock.

     At our inception, we issued 580,000 shares of our common stock that were
"restricted securities" to our founder, Victoria Jenson, for contributed
equipment to be used in our planned business operations that was valued at
$4,500 or at a price of $0.0078 per share.  We also issued an aggregate of
20,000 additional shares of our common stock that were also deemed to be
"restricted securities" to two or our officers, Carla Tryon and Shirley Cook,
10,000 shares to each, at a price of $0.0078 per share, for services rendered.

     On June 14, 2001, we also issued 50,000 shares of our Series A
Convertible Preferred Stock to Ms. Jenson in consideration of the sum of $500.
These shares were also deemed to be "restricted securities."

     Commencing in June, 2001, we conducted a public offering pursuant to Rule
504(b)(iii) of Regulation D of the Securities and Exchange Commission that
exempts offers and sales of securities from registration under the Securities
Act of 1933, as amended (the "Securities Act"), if the securities are offered
and sold pursuant to state laws, rules and regulations that permit general
solicitation and advertising in the sale of securities made to "accredited
investors" only, and the applicable provisions of Rule 144-14-25s of the Utah
Division of Securities, which permits general solicitation and advertising in
sales to accredited investors.  200,000 shares of our common stock were sold
pursuant to this offering to accredited investors who resided in Utah at a
price of $0.25 per share for gross cash proceeds of $50,000.  Our offering was
completed during the summer of 2001.

     Our Company will use every lawful available source to further our
proposed business opportunities, including registered broker/dealers and
others.  To the extent that the services provided by persons who are not
registered broker/dealers are utilized, our Company will use our "best
efforts" to ensure that any such person only provides an appropriate
introduction to any business opportunity, and does not provide services that
are customarily within the purview of the services that would be provided by
registered broker/dealers.  However, we do not believe that it our
responsibility to make the determination as to whether the services
provided are required to be provided by a registered broker/dealer, as payment
of persons for services provided to us is within the good faith judgment of
the Board of Directors.

     General Business History
     ------------------------

     Our initial operations consisted of a "bikini team" comprised of women
clad in bikinis who were engaged through us to appear for a fee.  Some of the
events that the bikini team appeared at were: an NFL super bowl party at the
Roadhouse Grill in Evanston, Wyoming; as "ring" girls from May 2001 to
September 2002 for the Wendover Boxing Series; the 24th of July Rodeo at the
Delta Center Salt Lake City, Utah in 2001 and 2002; and the 2002 Winter
Olympics, which were held in Salt Lake City, Utah, where they worked for
Budweiser as the snow angels and hosted several pre-Olympic parties with
Budweiser.  They also appeared at several charity events, primarily in held in
the State of Utah, like the X-Mas box foundation, the Cancer foundation,
Christmas toy drive, Ron Boone golf classic at Thanksgiving Point, Downs
Charity, Make a Wish foundation and the Ride for Hope With Harley Davidson in
May 2001 and 2002.  They also hosted bands at concerts, such as Lifehouse and
3 Doors Down and appeared on the Salt Lake City Fox 13 television morning show
and sports segment "Rungee Time" for 15 months.

     Our plans had included organizing a national network of bikini teams for
similar promotions and events throughout the United States; however, these
plans were abandoned by our management when we determined that these planned
operations were not economically feasible by reason of increased competition,
the down-turn in the economy and the resultant lack of demand for these
services.  As a result, our bikini team concept of business ceased in the
latter part of 2002.

Principal Products or Services and Their Markets.
-------------------------------------------------

     None; not applicable.

Distribution Methods of the Products or Services.
-------------------------------------------------

     None; not applicable.

Status of any Publicly Announced New Product or Service.
--------------------------------------------------------

     None; not applicable.

Competitive Business Conditions.
--------------------------------

     Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by our Company;
many of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a
private entity may have access to the public capital markets.  There is no
reasonable way to predict the competitive position of our Company or any other
entity in the strata of these endeavors; however, our Company, having limited
assets and cash reserves, will no doubt be at a competitive disadvantage in
competing with entities which have recently completed IPO's, have significant
cash resources and have recent operating histories when compared with the
complete lack of any substantive operations by our Company for the past
several years.

Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------

     None; not applicable.

Dependence on One or a Few Major Customers.
-------------------------------------------

     None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts.
----------------

     None; not applicable.

Need for any Governmental Approval of Principal Products or Services.
---------------------------------------------------------------------

     Because our Company currently produces no products or services, we are
not presently subject to any governmental regulation in this regard.  However,
in the event that our Company engages in a merger or acquisition transaction
with an entity that engages in such activities, we will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.

Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------

     Reporting Requirements.
     -----------------------

     As an issuer whose securities are registered under Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"), we are required to file
periodic reports with the Securities and Exchange Commission.  In addition,
the National Association of Securities Dealers, Inc. (the "NASD"), requires
that all issuers maintaining quotations of their securities on the OTC
Bulletin Board file periodic reports under the Exchange Act, so if we apply
for a trading symbol on the OTC Bulletin Board, the NASD will also require
that we remain current in our reporting obligations.

     The public may read and copy any materials that we file with the
Securities and Exchange Commission at its Public Reference Room at 450 Fifth
Street N.W., Washington, DC  20549.  The public may obtain information on the
operation of the Public Reference Room by calling the Securities and Exchange
Commission at 1-800-SEC-0330 or 1- 202-942-8090.  The Securities and Exchange
Commission maintains an Internet site that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Securities and Exchange Commission.  The address of
that site is http://www.sec.gov.

     Small Business Issuer.
     ----------------------

     The Securities and Exchange Commission's integrated disclosure system for
small business issuers, which was adopted in Release No. 34-30968 and became
effective as of August 13, 1992, substantially modified the information and
financial requirements of a "Small Business Issuer," defined to be an issuer
that has revenues of less than $25,000,000; is a U.S. or Canadian issuer; is
not an investment company; and if a majority-owned subsidiary, the parent is
also a small business issuer; provided, however, an entity is not a small
business issuer if it has a public float (the aggregate market value of the
issuer's outstanding securities held by non-affiliates) of $25,000,000 or
more.  Bikini is deemed to be a "small business issuer."

     Sarbanes-Oxley Act.
     -------------------

     On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act
of 2002.  The Sarbanes-Oxley Act imposes a wide variety of new regulatory
requirements on publicly-held companies and their insiders.  Many of these
requirements will affect us.  For example:

     *     Our chief executive officer and chief financial officer must
           now certify the accuracy of all of our periodic reports that
           contain financial statements;

     *     Our periodic reports must disclose our conclusions about the
           effectiveness of our disclosure controls and procedures; and

     *     We may not make any loan to any director or executive officer
           and we may not materially modify any existing loans.

     The Sarbanes-Oxley Act has required us to review our current procedures
and policies to determine whether they comply with the Sarbanes-Oxley Act and
the new regulations promulgated thereunder.  We will continue to monitor our
compliance with all future regulations that are adopted under the Sarbanes-
Oxley Act and will take whatever actions are necessary to ensure that we are
in compliance.

Research and Development.
-------------------------

     None; not applicable.

Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------

     None; not applicable.  However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by our Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to our Company
for acquisition, reorganization or merger.

Number of Employees.
--------------------

     None.

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

     Our Company has limited assets, property or business; its principal
executive office address and telephone number are the residence address and
telephone number of Victoria Jenson, our President, a director and our
principal stockholder, and are provided to us at no cost.  Because our
Company has no current business operations, our activities have been
limited to seeking possible new business ventures, keeping our Company in good
standing in the State of Utah, preparing our periodic reports and the
accompanying financial statements.  These activities have consumed an
insignificant amount of management's time; accordingly, the costs to Ms.
Jenson of providing the use of her residence and telephone have been minimal.

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

     Our Company is not a party to any pending legal proceeding and, to the
knowledge of management; no federal, state or local governmental agency is
presently contemplating any proceeding against our Company.  No director,
executive officer or affiliate of our Company or owner of record or
beneficially of more than five percent of our Company's common stock is a
party adverse to our Company or has a material interest adverse to our Company
in any proceeding.

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

     No matter was submitted to a vote of our security holders during the
calendar year covered by this Annual Report or during the two previous
calendar years.

                                  PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder
Matters.
--------

Market Information.
-------------------

     There is no "established trading market" for our shares of common stock.
We are listed on the OTC Bulletin Board of the NASD under the symbol "BIKN";
however, management does not expect any established trading market to develop
unless and until we have material operations.  In any event, no assurance can
be given that any market for our common stock will develop or be maintained.
If a public market ever develops in the future, the sale of "unregistered" and
"restricted" shares of common stock pursuant to Rule 144 of the Securities and
Exchange Commission by members of management or others may have a substantial
adverse impact on any such market.  All of these persons have satisfied the
one-year holding period requirement of Rule 144.  See the heading "Sales of
Unregistered Securities During the Past Three Years," of this Item below.

Holders.
--------

     The number of record holders of our common stock as of the date of this
Annual Report is approximately 34.  This does not include an indeterminate
number of stockholders who may hold their shares in "street name."

Dividends.
----------

     We have not declared any cash dividends with respect to our common
stock, and we do not intend to declare dividends in the foreseeable future.
There are no material restrictions limiting, or that are likely to limit, our
ability to pay dividends on our common stock.

Securities Authorized For Issuance under Equity Compensation Plans.
-------------------------------------------------------------------

     We have not adopted any equity compensation plans and have no securities
authorized for issuance under any such plans.

Sales of Unregistered Securities During the Past Three Years.
------------------------------------------------------------

     Common Stock
     ------------
                                      Date        Number of    Aggregate
     Name                           Acquired       Shares    Consideration
     ----                           --------      ---------  -------------
Victoria Jenson                      5/5/01        580,000    Equipment(1),(5)

Carla Tryon                          5/5/01         10,000    Services(2)

Shirley Cook                         5/5/01         10,000    Services(2)

Purchasers under                    7/31/01        200,000    $ 50,000(3)
Rule 504 offering

     Preferred Stock
     ---------------
                                      Date        Number of    Aggregate
     Name                           Acquired       Shares    Consideration
     ----                           --------       ------    -------------

Victoria Jenson                     6/14/01         50,000     $   500(4),(5)

(1)   Received the shares for contributed equipment to be used in the business
      valued at $4,500.

(2)   Received the shares in exchange for services valued at a price of
      $0.0078 per share.

(3)   Sold pursuant to Rule 504(b)(iii) of Regulation D of the Securities and
      Exchange Commission that exempts offers and sales of securities from
      registration under the Securities Act, and the applicable provisions of
      Rule 144-14-25s of the Utah Division of Securities.

(4)   Received the shares for the initial deposit of $500 to open our
      Company's checking account.

(5)   Generally, "restricted securities" can be resold under Rule 144 once
      they have been held for at least one year (subparagraph (d) thereof),
      provided that the issuer of the securities satisfies the "current public
      information" requirements (subparagraph (c)) of the Rule; no more than
      1% of the outstanding securities of the issuer are sold in any three
      month period (subparagraph (e)); the seller does not arrange or solicit
      the solicitation of buyers for the securities in anticipation of or in
      connection with the sale transactions or does not make any payment to
      anyone in connection with the sales transactions except the broker
      dealer who executes the trade or trades in these securities
      (subparagraph (f)); the shares are sold in "broker's transactions" only
      (subparagraph (g)); the seller files a Notice on Form 144 with the
      Securities and Exchange Commission at or prior to the sales transactions
      (subparagraph (h)); and the seller has a bona fide intent to sell the
      securities within a reasonable time of the filing.  Once two years have
      lapsed, assuming the holder of the securities is not an "affiliate" of
      the issuer, unlimited sales can be made without further compliance with
      the terms and provisions of Rule 144.  All "restricted securities" of
      our Company have been held for in excess of two years.

      In January, 2000, Richard K. Wulff, the Chief of the Securities and
      Exchange Commission's Office of Small Business, wrote a letter to Ken
      Worm, the Assistant Director of the OTC Compliance Unit of NASD
    Regulation, Inc. Many members of the securities community have come to
    refer to that letter as the "Wulff letter."

      The Wulff letter was written in response to a request for guidance from
      Mr. Worm.  In his request, Mr. Worm had referred to several situations
      in which non-affiliate stockholders of "blank check" issuers had sought
      to treat their shares as "free-trading" or unrestricted securities.  As
      defined in the Wulff letter, a blank check company is "a development
      stage company that has no specific business plan or purpose or has
      indicated its business plan is to engage in a merger or acquisition with
      an unidentified company or companies, or other entity or person."

      Citing the concerns of the United States Congress and the Securities and
      Exchange Commission over potential fraud and market manipulations
      involving blank check companies, the Wulff letter stated that affiliates
      of blank check issuers, as well as transferees of their securities, are
      "underwriters" with respect to such securities.  Accordingly,
  transactions in these companies' securities by promoters, affiliates or
  their transferees do not fall within the scope of the Rule 144 "safe
  harbor" resales for securities that have been beneficially owned for at
  least one year and that satisfy informational and certain other
requirements of the Rule, or the Section 4(1) exemption from
registration for resales under the Securities Act, that exempts sales by
persons other than "an issuer, underwriter or a dealer."   As a result,
it is the position of the Securities and Exchange Commission that these
securities may be resold by these persons only pursuant to registration
under the Securities Act.  According to the Wulff letter, this
restriction would continue to apply even after the blank check company
completes a merger or acquisition transaction with an operating entity.

While disputing the application of the Wulff letter to the securities of
our Company that are owned by Victoria Jenson, both common stock (580,000
shares) and preferred stock (50,000 shares convertible into 500,000
shares of common stock), Ms. Jenson has agreed not to publicly resell
these securities (in any private sale, the purchaser would be required to
acknowledge the following restrictions) without registration under the
Securities Act; or the receipt of a "no action" letter from the
Securities and Exchange Commission indicating that registration is not
required and that there is an available exemption from registration under
the Securities Act for the resale of these securities; or there is a
declaratory judgment by a federal or state court indicating that
registration is not required for resale of these securities and that
there is an available exemption from registration under the Securities
Act for the resale of these securities.  A copy of the Registration
Agreement signed by Ms. Jenson with our Company was attached to the 10-
SB-A-4 Registration Statement of our Company filed with the Securities
and Exchange Commission on June 19, 2003, and is incorporated herein by
reference.

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

      Our Company's plan of operation for the next 12 months is to:(i)
consider guidelines of industries in which our Company may have an interest;
(ii) adopt a business plan regarding engaging in the business of any selected
industry; and (iii) to commence such operations through funding and/or the
acquisition of a "going concern" engaged in any industry selected.

     Our Company is not currently engaged in any substantive business activity
and we have no plans to engage in any such activity in the foreseeable future.
In our present form, we may be deemed to be a vehicle to acquire or merge with
a business or company.  Regardless, the commencement of any business
opportunity will be preceded by the consideration and adoption of a business
plan by our Board of Directors.  We do not intend to restrict our search to
any particular business or industry, and the areas in which we will seek out
particular business opportunities or acquisitions, reorganizations or mergers
may include, but will not be limited to, the fields of high technology,
manufacturing, natural resources, service, research and development,
communications, transportation, insurance, brokerage, finance and all
medically related fields, among others.  Our Company recognizes that the
number of suitable potential business ventures that may be available to us may
be extremely limited, and may be restricted to entities who desire to avoid
what these entities may deem to be the adverse factors related to an initial
public offering ("IPO").  The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the
lack of or the inability to obtain the required financial statements for such
an undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations.  Any of these types of transactions, regardless
of the prospects, would require us to issue a substantial number of shares of
our common stock, usually amounting to between 80% and 95% of our outstanding
securities following the completion of any such transaction; accordingly,
investments in any such private enterprise, if available, would be much more
favorable than any investment in us.

     Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none
of which may be determinative or provide any assurance of success.  These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific
objective criteria.

     Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives.  Also, a firm market for its products
or services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.

     Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to our
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.

     We are unable to predict the time as to when and if we may actually
participate in any specific business endeavor.  Our Company anticipates that
proposed business ventures will be made available to us through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital
personnel, members of the financial community and others who may present
unsolicited proposals.  In certain cases, we may agree to pay a finder's fee
or to otherwise compensate the persons who submit a potential business
endeavor in which our Company eventually participates.  Such persons
may include our directors, executive officers and beneficial owners our
securities or their affiliates.  In this event, such fees may become a factor
in negotiations regarding any potential venture and, accordingly, may present
a conflict of interest for such individuals.  Management does not presently
intend to acquire or merge with any business enterprise in which any member
has a prior ownership interest.

     Our Company's directors and executive officers have not used any
particular consultants, advisors or finders on a regular basis.

     Although we currently has no plans to do so, depending on the nature and
extent of services rendered, we may compensate members of management in the
future for services that they may perform for our Company. Because we
currently have extremely limited resources, and we are unlikely to have any
significant resources until we have determined a business or enterprise
to engage in or have completed a merger or acquisition, management expects
that any such compensation would take the form of an issuance of our Company's
common stock to these persons; this would have the effect of further diluting
the holdings of our other stockholders.  There are presently no preliminary
agreements or understandings between us and members of management respecting
such compensation.

     Substantial fees are often paid in connection with the completion of all
types of acquisitions, reorganizations or mergers, ranging from a small amount
to as much as $400,000.  These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement
to retire a portion of the shares of common stock owned by them.  Management
may actively negotiate or otherwise consent to the purchase of all or any
portion of their common stock as a condition to, or in connection with, a
proposed reorganization, merger or acquisition.  It is not anticipated that
any such opportunity will be afforded to other stockholders or that such
stockholders will be afforded the opportunity to approve or consent to any
particular stock buy-out transaction.  In the event that such fees are paid,
they may become a factor in negotiations regarding any potential acquisition
by our Company and, accordingly, may also present a conflict of interest for
such individuals.  We have no present arrangements or understandings
respecting any of these types of fees or opportunities.

     None of our directors, executive officers, founders, or their affiliates
or associates, has had any negotiations with any representatives of the owners
of any business or company regarding the possibility of an acquisition,
reorganization, merger or other business opportunity for our Company; nor are
there any similar arrangements with us.

Safe Harbor Statement.
----------------------

     Statements made in this Form 10-KSB Annual Report which are not purely
historical are forward-looking statements with respect to the goals, plan
objectives, intentions, expectations, financial condition, results of
operations, future performance and business of the Company, including, without
limitation: (i)our ability to develop products and technologies acceptable to
industry; establish and maintain relationships with licensees and other users
of our technology and products; and raise capital; (ii) statements preceded
by, followed by or that include the words "may", "would", "could", "should",
"expects", "projects", "anticipates", "believes", "estimates", "plans",
"intends", "targets" or similar expressions.

     Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond our Company's control) that could
cause actual results to differ materially from those set forth in the forward-
looking statements, including the following, in addition to those contained in
our reports on file with the Securities and Exchange Commission; general
economic or industry conditions, nationally and/or in the communities in which
the Company conducts business; legislation or regulatory requirements;
conditions of the securities markets; the development of products that may be
superior to the products developed by us; competition; changes in the quality
or composition of our products; our ability to develop new products; our
ability to raise capital; changes in accounting principals, policies or
guidelines; financial or political instability; acts of war or terrorism; and
other economic, competitive, governmental, regulatory and technical factors
affecting the Company's operations, products, services and prices.

     Accordingly, results actually achieved may differ materially from
expected results in these statements.  Forward-looking statements speak only
as of the date they are made.  We do not undertake, and specifically
disclaims, any obligation to update any forward-looking statements to reflect
events or circumstances occurring after the date of such statements.

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

<PAGE>
                 BIKINI TEAM INTERNATIONAL, INC.
                  [A Development Stage Company]

                       FINANCIAL STATEMENTS

                        December 31, 2003

               [WITH INDEPENDENT AUDITORS' REPORT]

<PAGE>


                 BIKINI TEAM INTERNATIONAL, INC.
                  [A Development Stage Company]

                        Table of Contents
                                                            Page

Independent Auditors' Report  . . . . . . . . . . . . . . . . . . .       1


Balance Sheet - December 31, 2003  . . . . . . . . . . . . . . . . .      2


Statement of Stockholders' Equity/(Deficit) for the period from
Inception [May 5, 2001] through December 31, 2003  . . . . . . . . .      3

Statement of Operations for the years ended December 31, 2003 and
2002 and for the period from Inception [May 5, 2001] through
December 31, 2003  . . . . . . . . . . . . . . . . . . . . . . . . .      4


Statement of Cash Flows for the years ended December 31, 2003 and
2002 and for the period from Inception [May 5, 2001] through
December 31, 2003 . . . . . . . . . . . . . .  . . . . . . . . . . .      5


Notes to Financial Statements  . . . . . . . . . . . . . . . . . . .   6 - 9

<PAGE>
                   INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
BIKINI TEAM INTERNATIONAL, INC.
Salt Lake City, Utah

We have audited the accompanying balance sheet of Bikini Team International,
Inc. [a development stage company] as of December 31, 2003, and the related
statements of stockholders' equity/(deficit), operations, and cash flows for
the years ended December 31, 2003 and 2002 and for the period from inception
[May 5, 2001] through December 31, 2003.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bikini Team International,
Inc. as of December 31, 2003, and the results of operations and cash flows for
the periods ended December 31, 2003 and 2002 and for the period from inception
[May 5, 2001] through December 31, 2003, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Bikini
Team International, Inc. will continue as a going concern.  As discussed in
Note D to the financial statements, the Company has accumulated losses and has
not had significant operations since inception.  These issues raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note D.
The financial statements do not include any adjustment that might result from
the outcome of this uncertainty.


                                   Mantyla McReynolds
March 5, 2004
Salt Lake City, Utah
<PAGE>
<TABLE>
<CAPTION>
                 BIKINI TEAM INTERNATIONAL, INC.
                  [A Development Stage Company]
                          Balance Sheet
                        December 31, 2003

ASSETS
<S>                                                  <C>
Current Assets:
     Cash                                             $     53
                                                      --------
          Total Current Assets                              53

TOTAL ASSETS                                          $     53
                                                      ========

LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
Current Liabilities:
     Payable to shareholder - Note E                  $ 15,518
     Payable to related party - Note E                   7,012
     Taxes payable - Notes A & C                           200
                                                      --------
          Total Current Liabilities                     22,730
                                                      --------
               Total Liabilities                        22,730
Stockholders' Equity/(Deficit) - Note B
     Preferred stock, $.001 par value; 5,000,000
     authorized 50,000 Series A Convertible
     outstanding                                            50
     Common stock, $.001 par value;
       authorized 100,000,000 shares; issued
       and outstanding 800,000                             800
     Additional paid-in capital                         54,305
     Deficit accumulated during development stage      (77,832)
                                                       -------
          Total Stockholders' Equity/(Deficit)         (22,677)
                                                       -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)   $    53
                                                       =======
</TABLE>
          See accompanying notes to financial statements
                               F-2
<PAGE>
<TABLE>
<CAPTION>
                 BIKINI TEAM INTERNATIONAL, INC.
                  [A Development Stage Company]
           Statement of Stockholders' Equity/(Deficit)
For the period from Inception [May 5, 2001] through December 31, 2003


                            Number of                Number of
                            Preferred    Preferred    Common       Common
                              Shares       Stock      Shares        Stock
<S>                         <C>          <C>        <C>           <C>
Balance, May 5, 2001                  0   $     0             0    $    0

Issued stock for equipment,
at $.0078 per share                   0                 580,000       580

Issued shares for services,
at $.0078 per share                   0                  20,000        20

Issued shares for cash in
limited offering, at $.25
per share                             0                 200,000       200

Issued shares for cash,
at $.01 per share                50,000        50

Net loss for 2001                     0

Balance, December 31, 2001       50,000        50       800,000       800

Net loss for 2002

Balance, December 31, 2002       50,000        50       800,000       800

Net loss for 2003

Balance, December 31, 2003       50,000   $    50       800,000    $  800
</TABLE>
[CONTINUED]
<TABLE>
<CAPTION>
                      BIKINI TEAM INTERNATIONAL, INC.
                       [A Development Stage Company]
                Statement of Stockholders' Equity/(Deficit)
     For the period from Inception [May 5, 2001] through December 31, 2002

                                                   Deficit
                                                 Accumulated
                                    Additional      During         Total
                                     Paid-in     Development   Stockholders'
                                     Capital         Stage    Equity/(Deficit)
<S>                               <C>           <C>           <C>
Balance, May 5, 2001               $      0       $       0    $       0

Issued stock for equipment,
at $.0078 per share                   3,920                        4,500

Issued shares for services,
at $.0078 per share                     135                          155

Issued shares for cash in
limited offering, at $.25
per share                            49,800                       50,000

Issued shares for cash,
at $.01 per share                       450                          500

Net loss for 2001                                   (56,416)     (56,416)

Balance, December 31, 2001           54,305         (56,416)      (1,261)

Net loss for 2002                                    (9,529)      (9,529)

Balance, December 31, 2002           54,305         (65,945)     (10,790)

Net loss for 2003                                   (11,887)     (11,887)

Balance, December 31, 2003         $ 54,305       $ (77,832)   $ (22,677)
</TABLE>
          See accompanying notes to financial statements
                               F-3
<PAGE>
<TABLE>
<CAPTION>
                 BIKINI TEAM INTERNATIONAL, INC.
                  [A Development Stage Company]
                     Statement of Operations
   For the Years Ending December 31, 2003 and 2002 and for the Period from
           Inception [May 5, 2001] through December 31, 2003

                             Twelve Months  Twelve Months       From
                                   ended         Ended          Inception
                                December 31,   December 31,  [5/5/01] through
                                   2003           2002          12/31/03
<S>                             <C>           <C>             <C>
Revenues
     Fees                        $        0     $    42,593     $   55,021
     Product sales                        0           3,521          5,801
                                 ----------     -----------     ----------
          Total Revenue                   0          46,114         60,822
Cost of product sales                     0           1,760          3,596
                                 ----------     -----------     ----------
Gross Margin                              0          44,354         57,226
General and Administrative
Expenses                             11,787          39,032        120,007
                                 ----------     -----------     ----------
Net Loss from Operations            (11,787)          5,322        (62,781)
Other Income/(Expense)
  Loss on write down of Inventory         0         (14,751)       (14,751)
                                 ----------     -----------     ----------
Net Loss Before Income Taxes        (11,787)         (9,429)       (77,532)

Provision for Income Taxes -
Notes A&C                               100             100            300
                                -----------     -----------    -----------
Net Loss                        $   (11,887)    $    (9,529)   $   (77,832)
                                ===========     ===========    ===========
Loss Per Share (Basic)          $     (0.01)    $     (0.01)   $     (0.10)
                                ===========     ===========    ===========
Loss Per Share (Diluted)        $     (0.01)    $     (0.01)   $     (0.10)
                                ===========     ===========    ===========

Weighted Average Shares
Outstanding (Basic)                 800,000         800,000        772,129
                                ===========     ===========    ===========
Weighted Average Shares
Outstanding (Diluted)               800,000         800,000        772,129
                                ===========     ===========    ===========
</TABLE>
          See accompanying notes to financial statements
                               F-4
<PAGE>
<TABLE>
<CAPITON>
                 BIKINI TEAM INTERNATIONAL, INC.
                  [A Development Stage Company]
                     Statements of Cash Flows
    For the Years Ending December 31, 2003 and 2002 and for the Period from
               Inception [May 5, 2001] through December 31, 2003

                             Twelve Months  Twelve Months       From
                                   ended         Ended          Inception
                                December 31,   December 31,  [5/5/01] through
                                   2003           2002          12/31/03
<S>                             <C>           <C>             <C>

Cash Flows Provided by/(Used for)
Operating Activities
Net Loss                              $  (11,887)    $  (9,529)     $(77,832)
Adjustments to reconcile net income
to net cash provided by operating
activities:
    Depreciation                             675           900         2,025
    Issued stock for services                  0             0           155
    Increase in income taxes payable           0           100           200
    Decrease (Increase) in inventory           0        16,511             0
    Increase (Decrease) in shareholder
     loan                                  1,112       (11,494)       17,993
    Increase (Decrease) in payable to
     related party                         7,012             0         7,012
    Increase in accrued liabilities            0       (11,417)            0
                                      ----------     ---------      --------
       Net Cash Provided by/(Used
       for) in Operating  Activities      (3,088)      (14,929)      (50,447)

Cash Flows Provided by Financing
Activities

    Issued stock for cash                      0             0        50,500
                                      ----------     ---------      --------
              Net Cash Provided by
              Financing Activities             0             0        50,500

     Net Increase(decrease) in Cash       (3,088)      (14,929)           53

Beginning Cash Balance                     3,141        18,070             0
                                      ----------     ---------      --------
Ending Cash Balance                   $       53     $   3,141      $     53
                                      ==========     =========      ========
Supplemental Disclosure Information:
  Cash paid during the year for
  interest                            $        0     $       0      $      0
  Cash paid during the year for
  income taxes                        $        0     $       0      $      0
  Issued stock for equipment          $        0     $       0      $  4,500
  Exchange equipment for reduction
  in shareholder loan                 $    2,475     $       0      $  2,475
</TABLE>
          See accompanying notes to financial statements
                               F-5
<PAGE>
                 BIKINI TEAM INTERNATIONAL, INC.
                  [A Development Stage Company]
                  Notes to Financial Statements
                        December 31, 2003

NOTE A    Summary of Significant Accounting Policies

     Company Background

     The Company incorporated under the laws of  the State of Utah on May 5,
     2001.  The Company was  a marketing and promotions business which also
     engaged in product development and sales.  During 2002, the company
     exited this business and is currently seeking opportunities to merge
     with a well capitalized company or enter into a new business venture.
     The Company is considered to be in the development stage.  The financial
     statements of the Company have been prepared in accordance with U. S.
     generally accepted accounting principles.  The following summarizes the
     more significant of such policies:

     Statement of Cash Flows

     Cash is comprised of cash on hand or on deposit in banks.  The Company
     has $53 as of December 31, 2003.

     Property & Equipment

     Property and equipment are stated at cost.  Depreciation is provided
     using the straight-line basis over the useful lives of the related
     assets.  Expenditures for maintenance and repairs are charged to expense
     as incurred.

     Income Taxes

     The Company applies Statement of Financial Accounting Standard (SFAS)
     No. 109, "Accounting For Income Taxes," which requires the asset and
     liability method of accounting for income taxes.  The asset and
     liability method requires that the current or deferred tax consequences
     of all events recognized in the financial statements are measured by
     applying the provisions of enacted tax laws to determine the amount of
     taxes payable or refundable currently or in future years.  (See Note C
     below).

     Net Loss Per Common Share

     In accordance with Financial Accounting Standards No. 128, "Earnings Per
     Share," basic loss per common share is computed using the weighted
     average number of common shares outstanding.  Diluted earnings per share
     is computed using weighted average number of common shares plus dilutive
     common share equivalents outstanding during the period using the
     treasury stock method.  Common stock  equivalents were not included in
     the computation of loss per share for the periods presented because
     their inclusion is antidilutive.
                               F-6
<PAGE>
                 BIKINI TEAM INTERNATIONAL, INC.
                  [A Development Stage Company]
                  Notes to Financial Statements
                        December 31, 2003

NOTE A    Summary of Significant Accounting Policies[continued]

     Revenue Recognition

     The Company recognizes revenues in accordance with the Securities and
     Exchange Commission, Staff Accounting Bulletin (SAB) number 101,
     "Revenue Recognition in Financial Statements."  SAB 101 clarifies
     application of U. S. generally accepted accounting principles to revenue
     transactions.  Revenue from product sales is recognized when goods are
     delivered to the customer.  Revenue from promotional and marketing
     services is recognized when earned.  The Company records accounts
     receivable for sales which have been completed but for which money has
     not been collected.  The balance uncollected as of December 31, 2003 was
     $0.  For customer purchases paid in advance, the Company records a
     liability until products are shipped.  There was no unearned revenue as
     of December 31, 2003 or 2002.

     Use of Estimates in Preparation of Financial Statements

     The preparation of financial statements in conformity with U. S.
     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.

     Inventory

     Inventory consists of products available for sale.  Inventory is valued
     at the lower of cost or market using the first-in first-out (FIFO)
     costing method.

NOTE B    Issuance of Common Shares

     On May 5, 2001, the Company authorized and issued 580,000 shares of
     "unregistered" and "restricted" common stock at $.0078 to its founder
     for contributed camera equipment to be used in the business with a total
     value if $4,500.  At the same time, the Company issued 10,000 shares of
     "unregistered" and "restricted" common stock to each of two officers in
     exchange for services valued at the same $.0078 per share.

     On June 14, 2001, the Company issued 50,000 "unregistered" and
     "restricted" shares of $.001 par value Series A Convertible Preferred
     stock to its founder for the initial deposit of $500 to open a Company
     checking account.  This preferred stock has voting rights with each
     share being entitled to cast a number of votes equal to the number of
     shares of common stock into which it is convertible.  The preferred
     stock is convertible at anytime at a rate of ten shares of common for
     each preferred share.  The preferred stock will automatically convert
     into common in the event that the Company consummates a secondary public
     offering.

     On July 31, 2001, the Company issued 200,000 shares of common stock as
     part of a limited offering  to 32 accredited investors for $50,000 cash,
     or $.25 per share.
                               F-7
<PAGE>
                 BIKINI TEAM INTERNATIONAL, INC.
                  [A Development Stage Company]
                  Notes to Financial Statements
                        December 31, 2003

NOTE C    Accounting for Income Taxes

     No provision has been made in the financial statements for income taxes
     because the Company has accumulated losses from operations since
     inception.  Any deferred tax benefit arising from the operating loss
     carried forward is offset entirely by a valuation allowance since it is
     currently not likely that the Company will be sufficiently profitable in
     the near future to take advantage of the losses.

                Deferred tax assets                    Balance     Tax  Rate
   Federal Loss carryforward (expires through 2023)    $77,832  $11,675    15%
   State Loss carryforward (expires through 2018)       77,532    3,877     5%
   Valuation allowance                                 (15,551)
                                                      -------
        Deferred tax asset                            $     0
                                                      =======

     The allowance has increased $2,372 from $13,179 as of December 31, 2002.
     The amount shown on the balance sheet for taxes payable represents the
     annual minimum franchise amount due to the State of Utah.

NOTE D    Going Concern

     The Company has accumulated losses since inception totaling $77,832, and
     is still developing  operations as of December 31, 2003.  Financing for
     the Company's limited activities to date has been provided primarily by
     the issuance of stock and by advances from a stockholder and related
     party (see NOTE E).  The Company's ability to achieve a level of
     profitable operations and/or additional financing impacts the Company's
     ability to continue as it is presently organized.  Management continues
     to develop its planned principal operations.  Should management be
     unsuccessful in its operating activities, the Company may experience
     material adverse effects.

NOTE E    Stockholder Loan/Related Party Transactions

     A stockholder has advanced funds to, or has paid expenses on behalf of
     the Company in the amount of $17,993 as of December 31, 2003.    In
     December 2003, $2,475, of this liability, was extinguished in exchange
     for the Company's Property & Equipment.  As of December 31, 2003, the
     shareholder loan balance is $15,518. A related party (common
     shareholders) has also paid expenses on behalf of the Company in the
     amount of $7,012 as of December 31, 2003.  The balances outstanding are
     unsecured, non-interest bearing, and are payable on demand.

NOTE F    Property & Equipment

     The Company had one class of asset, for which depreciation expense was
     $675 and $900 for the periods ended December 31, 2003 and 2002,
     respectively.  In the fourth quarter 2003, the asset was exchanged for
     the relief of debt with a related party.
                               F-8
<PAGE>
                 BIKINI TEAM INTERNATIONAL, INC.
                  [A Development Stage Company]
                  Notes to Financial Statements
                        December 31, 2003


NOTE G    Inventory

     During 2002, the Company recognized a loss of $14,751 as a result of
     writing off the book value of date sensitive inventory.  The Company had
     intended to sell more merchandise but the business focus temporarily
     changed when it took advantage of other opportunities related to the
     2002 Salt Lake City Winter Olympics.  Inventory as of December 31, 2003
     was $0.

NOTE H    Subsequent Events

     In January 2004, the Company entered into a Letter of Intent for which
     the Company agreed to acquire all of the outstanding securities of SBMB
     (a Bahamian corporation) in a stock for stock exchange.  The Company was
     to exchange shares of its $0.001 par value common voting stock for all
     of the issued and outstanding shares of common stock of SBMB, whereby
     SBMB would have become a wholly-owned subsidiary of the Company with
     intent to merge.  However, the Letter of Intent was mutually terminated
     on February 4, 2004 under a compromise and settlement agreement.
                               F-9
<PAGE>
Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

     During the past two fiscal years, and since then, there have been no
changes in our independent accountants or any disagreements with our
independent accountants on accounting and financial disclosure.

                                 PART III

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

Identification of Directors and Executive Officers.
---------------------------------------------------

     The following table sets forth the names of all of our current directors
and executive officers. These persons will serve until the next annual meeting
of the stockholders or until their successors are elected or appointed and
qualified, or their prior resignation or termination.

Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------

Victoria Jenson    President,        5/01            *
                    Director

Carla Tryon        Secretary,        5/01            *
                    Director

Shirley Cook       Treasurer,        5/01            *
                    Director

               * These persons presently serve in the capacities indicated.

Business Experience.
--------------------

     Victoria Jenson, our Company's Founder, President and a director is 36
years old.  She is Vice President and director of Kentex Petroleum,
Inc.("Kentex"), and has been since December 31, 2002.  Kentex is a
publicly-held "blank check" development stage company whose securities were
registered with the Securities and Exchange Commission under the Exchange Act
on July 6, 2000, and which is current in all of its required filings.  Ms.
Jenson was a founding partner of the Utah Bikini Team until its dissolution in
early 2001.   She was recently an officer and director of Chiropractic 21
International, Inc. from which she resigned in March 2004, pursuant to an
Agreement and Reorganization.  Ms. Jenson was also an officer and director of
Vic's Nutritional Products, Inc., a private Nevada company with retail cart
operations throughout shopping malls in America in which she was Secretary and
a director; Vic's Nutritional Products, Inc. was sold in July 2003.  She
formerly worked for Costco from 1995 to 1999.  Ms. Jenson founded VJ Billing
Services in 1997.  VJ Billing was in the business of accounts receivables and
collections.  Specifically, VJ Billing worked with Internet service providers
by completing all aspects of their accounts receivable.  The business was
dissolved in 1999.  Prior to 1995 Victoria worked as at Willow Creek Country
Club, Smith's, and various other part time jobs.   Victoria graduated from
Carbon County High School in 1985.   She attended Salt Lake Community College
focusing on business studies.

     Carla Tryon, our Company's Secretary and a director is 35 years old.   In
2002, Ms. Tryon co-founded a novelty store, "All Scrapped Up," located in
Price, Utah, where she acts as owner/operator.   She has been employed by the
Division of Child and Family Services of Price, Utah, since 1996.  Prior to
1996, Ms. Tryon was actively employed as a pharmacy assistant for Smith's
Food & Drug in Price Utah.  She graduated from Carbon County High School in
1986.  She attended College of Eastern Utah and received general education at
a collegiate level.

     Shirley Cook, our Company's Vice President and a director is 58 years
old.  Ms. Cook has been employed at a Wellington Utah branch of the United
States Postal Service for 18 years.  Ms. Cook graduated from Emery High
School in 1964.  She attended Beauty College in Salt Lake City in 1965.

Significant Employees.
----------------------

     We have no employees who are not executive officers, but who are
expected to make a significant contribution to its business.

Family Relationships.
---------------------

     Shirley Cook is the mother of both Victoria Jenson and Carla Tryon.
Victoria Jenson is the sister of Carla Tryon.

Involvement in Certain Legal Proceedings.
-----------------------------------------

     Except as stated below, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person
of our Company:

     (1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy
or two years prior to that time;

     (2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);

     (3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or

     (4) was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

     Our President, Victoria Jenson, filed a Form 3 Initial Statement of
Beneficial Ownership of Securities with the Securities and Exchange Commission
on June 3, 2003.

     Carla Tryon, our Secretary, filed a Form 3 Initial Statement of
Beneficial Ownership of Securities with the Securities and Exchange Commission
on June 3, 2003.

     Our Treasurer, Shirley Cook filed a Form 3 Initial Statement of
Beneficial Ownership of Securities with the Securities and Exchange Commission
on June 3, 2003.

     We believe that each of these persons is currently in compliance with
Section 16(a) of the Exchange Act.

Audit Committee.
----------------

     We have not adopted an Audit Committee due to the fact that we are a
development stage company and has generated no revenues from operations during
the year ended December 31, 2003.

Code of Ethics.
---------------

     We have adopted a Code of Ethics for our Chief Executive Officer and
Treasurer.  See Part III Item 13, Exhibits.

Item 10. Executive Compensation.
         -----------------------

     No director or executive officer of our Company received any compensation
from the date of its inception through December 31, 2002.  We do not have any
stock option, bonus, profit sharing, pension or similar plan; however, we may
adopt such a plan in the future to attract and/or retain members of management
or key employees.

                    Options/SAR Grants in Last Fiscal Year
                    --------------------------------------

                               Individual Grants
                               -----------------

<TABLE>
<CAPTION>

  (a)                (b)           (c)            (d)              (e)
                  Number of      % of Total
                  Securities     Options/SARs
                  Underlying     Granted to
                  Options/SARs   Employees in   Exercise or Base  Expiration
Name              Granted (#)    Fiscal Year    Price ($/Sh)      Date
----              -----------    -----------    ------------      ----
<S>               <C>            <C>            <C>               <C>

None              -0-            -0-            -0-               -0-

</TABLE>

Compensation of Directors.
--------------------------

     There are no standard arrangements pursuant to which our directors
are compensated for any services provided as a director.  No additional
amounts are payable to our directors for committee participation or special
assignments.

Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------

     There are no employment contracts, compensatory plans or arrangements,
including payments to be received from us, with respect to any director or
executive officer of our Company that would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with us or any subsidiary, any change in control of
our Company, or a change in the person's responsibilities following a change
in control of our Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
----------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The following table sets forth the share holdings of those persons who
own more than five percent of our Company's common and preferred stock as of
March 23, 2004, to wit:


                                              Number of Shares     Percentage
Name and Address                              Beneficially Owned    of Class
----------------                              ------------------    --------

Common Stock
------------
Victoria Jenson                                     580,000           72.5%
89 Lone Hollow Cove
Sandy, Utah 84092
                                                    -------         -------
TOTALS:                                             580,000           72.5%

Preferred Stock
---------------
Victoria Jenson                                      50,000          100.0%
89 Lone Hollow Cove
Sandy, Utah 84092
                                                    -------         -------
TOTALS:                                              50,000          100.0%

Security Ownership of Management.
---------------------------------

     The following table sets forth the share holdings of our Company's
directors and executive officers as of March 23, 2004, to wit:

                                             Number of Shares
                                            Beneficially Owned   Percentage of
Name and Address                              as of 2/28/03        of Class
----------------                              -------------        --------

Common Stock
------------
Victoria Jenson                                    580,000              72.5%
8 Emerald Dunes Circle
Henderson, NV  89052

Carla Tryon                                         10,000             0.0125%
535 East 400 South
Price, UT  84501

Shirley Cook                                        10,000             0.0125%
649 East 5th South
Price, UT  84501
                                                  -------             -------
TOTALS:                                           600,000               75.0%

Preferred Stock
---------------
Victoria Jenson                                    50,000              100.0%
89 Lone Hollow Cove
Sandy, Utah 84092
                                                  -------             -------
TOTALS:                                            50,000              100.0%

Changes in Control.
-------------------

     To the knowledge of management, there are no present arrangements or
pledges of our securities which may result in a change in control of our
Company.

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others.
----------------------------------------

     With the exception of the transactions described below, during the
calendar years ended December 31, 2003 and 2002, and since then, there were no
material transactions, series of similar transactions, currently proposed
transactions, or series of similar transactions, to which we or any of our
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any director or executive officer, or any security holder
who is known to us to own of record or beneficially more than five percent of
our common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.

     As of December 31, 2003, a stockholder advanced funds to, or paid
expenses on behalf of our Company in the amount of $17,993.  In December 2003,
$2,475, of this liability, was extinguished in exchange for certain property
and equipment owned by us.  As of December 31, 2003, the shareholder loan
balance is $15,518.  An officer and director has also paid expenses on behalf
of us in the amount of $7,012 as of December 31, 2003.  The balances
outstanding are unsecured, non-interest bearing, and are payable on demand.

Certain Business Relationships.
-------------------------------

     Except as indicated under the heading "Transactions with Management and
Others," during the calendar years ended December 31, 2003 and 2002, and since
then, there were no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which
we or any of our subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or
any security holder who is known to us to own of record or beneficially
more than five percent of its common stock, or any member of the immediate
family of any of the foregoing persons, had a material interest.

Indebtedness of Management.
---------------------------

     Except as indicated under the heading "Transactions with Management and
Others," during the calendar years ended December 31, 2003 and 2002, there
were no material transactions, series of similar transactions, currently
proposed transactions, or series of similar transactions, to which we or
any of our subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to us to own of record or beneficially more than
five percent of its common stock, or any member of the immediate family of any
of the foregoing persons, had a material interest.

Parents of the Issuer.
----------------------

     We have no parents; however, Victoria Jenson may be deemed to be our
parent by virtue of her substantial share holdings in our Company.

Transactions with Promoters.
----------------------------

     Except as indicated under the heading "Transactions with Management and
Others," during the calendar years ended December 31, 2003 and 2002, there
were no material transactions, series of similar transactions, currently
proposed transactions, or series of similar transactions, to which we or
any of our subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any promoter or founder know to us, or any
member of the immediate family of any of the foregoing persons, had a material
interest.

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

Reports on Form 8-K
-------------------
8-K Current Report dated January 28, 2004, regarding a Letter of Intent with
SBMB, Inc.

8-K Current Report dated February 4, 2004 regarding the rescission of a
Letter of Intent with SBMB, Inc.

Exhibits
--------

Exhibit
Number               Description
------               -----------

14             Code of Ethics

31.1           302 Certification of Victoria Jenson

31.2           302 Certification of Shirley Cook

32             906 Certification

DOCUMENTS INCORPORATED BY REFERENCE

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

     Within 90 days prior to the date of this Annual Report and as of the
period covered thereby or December 31, 2003, we carried out an evaluation,
under the supervision and with the participation of our President and
Treasurer, of the effectiveness of the design and operation of our disclosure
controls and procedures.  Based on this evaluation, our President and
Treasurer concluded that our disclosure controls and procedures are effective
in timely alerting them to material information required to be included in our
periodic Securities and Exchange Commission reports.  It should be noted that
the design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.  In addition, we reviewed our internal
controls, and there have been no significant changes in our internal controls
or in other factors that could significantly affect those controls subsequent
to the date of their last evaluation.

Item 15.  Principal Accountant Fees and Services.
          ---------------------------------------

     The following is a summary of the fees billed to Bikini by its principal
accountants during the calendar years ended December 31, 2003 and 2002:


     Fee category                      2003           2002
     ------------                      ----           ----

     Audit fees                        $1,775         $6,551

     Audit-related fees                $1,759         $    0

     Tax fees                          $  287         $  440

     All other fees                    $  309         $   61
                                       ------         ------
     Total fees                        $4,127         $7,052


     Audit fees.  Consists of fees for professional services rendered by our
principal accountants for the audit of our annual financial statements and the
review of financial statements included in our Forms 10-QSB Quarterly Reports
or services that are normally provided by our principal accountants in
connection with statutory and regulatory filings or engagements.

     Audit-related fees.  Consists of fees for assurance and related services
by our principal accountants that are reasonably related to the performance of
the audit or review of Bikini's financial statements and are not reported
under "Audit fees."

     Tax fees.  Consists of fees for professional services rendered by our
principal accountants for tax compliance, tax advice and tax planning.

     All other fees.  Consists of fees for products and services provided by
our principal accountants, other than the services reported under "Audit
fees," "Audit-related fees" and "Tax fees" above.

                              SIGNATURES

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

                                            BIKINI TEAM INTERNATIONAL, INC.



Date: 3/30/04                                By:/s/Victoria Jenson
     -----------                               -----------------------
                                               Victoria Jenson
                                               President and Director

Date: 3/30/04                                By:/s/Carla Tryon
     -----------                               -----------------------
                                               Carla Tryon
                                               Secretary and Director


Date: 3/30/04                                By:/s/Shirley Cook
     -----------                               -----------------------
                                               Shirley Cook
                                               Treasurer and Director

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