UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB

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

For  the  Fiscal  Year  ended  December  31,  2003

[   ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE
ACT  OF  1934  for  the  transition  period  from  _____  to  _____

                       Commission File Number:  333-85460

                              ONLINE HOLDINGS, INC.
           (Name of small business issuer as specified in its charter)

                  NEVADA                              84-1598154
    (State or other jurisdiction of      (I.R.S. Employer Identification Number)
     incorporation or organization)


                    5957 SOUTH BIRCH WAY LITTLETON, CO 80121
                    (Address of principal executive offices)

                                  303-257-1619
                           (Issuer's telephone number)

         SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

                                      NONE

         SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:

                         COMMON STOCK, $0.001 PAR VALUE

Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the preceding 12 months (or for
such  shorter period that the issuer was required to file such reports), and (2)
has  been subject to such filing requirements for the past 90 days. Yes [ X ] No
[   ]

On  December  31,  2003 the aggregate market value of the voting stock of Online
Holdings,  Inc.  held  by  non-affiliates  of the registrant was $-0-.  There is
currently  no  public  market for the registrant's common stock.  Therefore, the
aggregate  market value of the stock is deemed to be $-0-.  At December 31, 2003
there  were  6,850,000 shares of common stock of the registrant outstanding, par
value  $.001.

The  issuer's  revenue  for  its  most  recent  fiscal  year  was:  $2,740.

Documents  Incorporated  by  Reference:  None.

Transitional  Small  Business  Disclosure  Format:  Yes  [   ]  No  [  X  ]


<PAGE>

FORM  10-KSB

<TABLE>
<CAPTION>

                                          ONLINE  HOLDINGS,  INC.
                                                INDEX

                                                                                             Page
<S>       <C>                                                                                <C>
PART I .  Item 1.  Description of Business                                                      3

          Item 2.  Description of Property                                                      5

          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                    6

          Item 7.  Financial Statements                                                         7

          Item 8.  Changes In and Disagreements with Accountants on Accounting and
          Financial Disclosure                                                                  7

          Item 8A.  Controls and Procedures                                                     7

PART III  Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
          with Section 16(a) of the Exchange Act                                                7

          Item 10.  Executive Compensation                                                      8

          Item 11.  Security Ownership of Certain Beneficial Owners and Management              8

          Item 12.  Certain Relationships and Related Transactions                              9

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

          Item 14.  Principal Accountant Fees and Services                                     10

          Signatures                                                                           11
</TABLE>

(Inapplicable  items  have  been  omitted)


                                        2
<PAGE>

                                     PART I


ITEM  1.  DESCRIPTION  OF  BUSINESS

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.

OUR  HISTORY

Online  Holdings formed as a Nevada corporation on July 27, 2001. Until December
31,  2003  we were in the business of developing and marketing easily maintained
website  systems.  In  addition  we  provided  website  hosting,  search  engine
placement,  email  marketing  and  graphic  design.

We  operate  through  E-Site  Technologies,  Inc.,  our wholly owned subsidiary.
E-Site  was  founded  in  Colorado  on  January  26, 2000. On August 2, 2001, we
exchanged  4,000,000  shares  of Online common stock for 10,000 shares of E-Site
Technologies.  This  represented  all  of  the  issued and outstanding shares of
E-Site. As a result, E-Site became a wholly owned subsidiary of Online Holdings.

In  April  of  2002,  we  submitted a registration statement on Form SB-2 to the
Securities  and  Exchange Commission for the sale of a minimum of 480,000 shares
of  Common  Stock  and a maximum of 960,000 shares of Common Stock at a price of
$0.125  per  share. The registration became effective on May 14, 2002 and closed
on  July  13,  2002.  As  a  result  of  the  offering  650,000 shares were sold
generating  $81,250.

Because  we  were  not successful in our plan to provide corporate communication
website  systems to any substantial number of customers, we made the decision to
cease  operations  on  December 31, 2003.  We are now considered a "blank check"
company.

OUR  BUSINESS

We  have  not  had  ongoing  business  operations  since  December  31,  2003.

Online  Holdings  intends  to  seek,  investigate,  and if warranted, acquire an
interest  in  a  business opportunity.  We are not restricting our search to any
particular  industry  or  geographical  area.  We  may  therefore  engage  in
essentially  any  business  in  any  industry.  Our  management has unrestricted
discretion  in  seeking  and participating in a business opportunity, subject to
the  availability  of such opportunities, economic conditions and other factors.

The  selection  of a business opportunity in which to participate is complex and
extremely  risky  and will be made by management in the exercise of its business
judgment.  There  is  no  assurance that we will be able to identify and acquire
any  business  opportunity  which  will ultimately prove to be beneficial to our
company  and  shareholders.


                                        3
<PAGE>

Because  we  have  no  specific  business  plan or expertise, our activities are
subject  to  several significant risks.  In particular, any business acquisition
or  participation  we  pursue will likely be based on the decision of management
without  the  consent,  vote,  or  approval  of  our  shareholders.

SOURCES  OF  OPPORTUNITIES

We  anticipate  that  business  opportunities  may  arise  from various sources,
including  officers  and  directors,  professional  advisers,  securities
broker-dealers,  venture  capitalists,  members  of the financial community, and
others  who  may  present  unsolicited  proposals.

We  will  seek potential business opportunities from all known sources, but will
rely  principally on the personal contacts of our officers and directors as well
as  indirect  associations  between  them  and  other  business and professional
people.  Although  we do not anticipate engaging professional firms specializing
in  business  acquisitions  or  reorganizations,  we  may  retain  such firms if
management  deems  it  in our best interests.  In some instances, we may publish
notices  or advertisements seeking a potential business opportunity in financial
or  trade  publications.

CRITERIA

We  will  not  restrict  our  search  to  any  particular  business, industry or
geographical  location.  We  may  acquire a business opportunity in any stage of
development.  This includes opportunities involving "start up" or new companies.
In  seeking  a  business  venture,  management  will base their decisions on the
business  objective  of seeking long-term capital appreciation in the real value
of our company.  We will not be controlled by an attempt to take advantage of an
anticipated  or  perceived  appeal  of a specific industry, management group, or
product.

In  analyzing  prospective  business opportunities, management will consider the
following  factors:

     -    available  technical,  financial  and  managerial  resources;
     -    working  capital  and  other  financial  requirements;
     -    the  history  of  operations,  if  any;
     -    prospects  for  the  future;
     -    the  nature  of  present  and  expected  competition;
     -    the  quality  and  experience  of  management  services  which  may be
          available  and  the  depth  of  the  management;
     -    the  potential  for  further  research,  development  or  exploration;
     -    the  potential  for  growth  and  expansion;
     -    the  potential  for  profit;
     -    the  perceived public recognition or acceptance of products, services,
          trade  or  service  marks,  name  identification;  and  other relevant
          factors.

Generally,  our  management  will  analyze  all  available  factors  and  make a
determination  based upon a composite of available facts, without relying on any
single  factor.


                                        4
<PAGE>

METHODS  OF  PARTICIPATION  OF  ACQUISITION

Management  will review specific business opportunities and then select the most
suitable  opportunities  based  on  legal  structure or method of participation.
Such  structures  and  methods  may  include,  but  are  not limited to, leases,
purchase  and  sale  agreements,  licenses,  joint  ventures,  other contractual
arrangements,  and  may  involve  a  reorganization,  merger  or  consolidation
transaction.  Management may act directly or indirectly through an interest in a
partnership,  corporation,  or  other  form  of  organization.

PROCEDURES

As  part  of  the  our  investigation  of  business  opportunities, officers and
directors  may  meet  personally  with  management and key personnel of the firm
sponsoring  the  business  opportunity.  We  may  visit  and  inspect  material
facilities,  obtain  independent analysis or verification of certain information
provided,  check  references  of management and key personnel, and conduct other
reasonable  measures.

We  will  generally  ask  to  be  provided  with written materials regarding the
business  opportunity.  These  materials  may  include  the  following:

     -    descriptions  of  product,  service  and  company  history; management
          resumes;
     -    financial  information;
     -    available  projections  with  related  assumptions upon which they are
          based;
     -    an  explanation  of  proprietary  products  and  services;
     -    evidence  of  existing  patents, trademarks or service marks or rights
          thereto;
     -    present  and  proposed  forms  of  compensation  to  management;
     -    a  description  of transactions between the prospective entity and its
          affiliates;
     -    relevant  analysis  of  risks  and  competitive  conditions;
     -    a  financial plan of operation and estimated capital requirements; and
          other  information  deemed  relevant.

COMPETITION

We  expect  to  encounter  substantial  competition  in our efforts to acquire a
business opportunity.  The primary competition is from other companies organized
and  funded  for  similar  purposes,  small  venture  capital  partnerships  and
corporations,  small  business  investment  companies  and  wealthy individuals.

EMPLOYEES

Our  sole officer and director, Mr. Dennis Lairamore is our only employee. We do
not  anticipate  hiring  additional  employees  until  our operations resume and
expand  to such a degree that necessitates hiring auxiliary staff. Mr. Lairamore
has  not  received  any  salary  or  other  remuneration  since  June  of  2002.

ITEM  2.  DESCRIPTION  OF  PROPERTY

Our president provides office space at no charge.  However, we ceased operations
on  December  31, 2003.  Our previous operations required minimal facilities and
we  believe  our  use  of the office was of negligible value. We anticipate that
this  arrangement  will continue until such time as resumption of operations may
require  additional  space.


                                        5
<PAGE>

ITEM  3.  LEGAL  PROCEEDINGS

Management  is  not  aware  of  any  other  current or pending legal proceedings
involving  Online  Holdings  or  our  officers  or  directors.

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

No  matters  were  submitted  to  a  vote  of security holders during the period
covered  by  this  report.


                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

There  is  currently  no  public  market  for  our  common  stock.

As  of  December  31,  2003,  there were approximately 45 shareholders of record
holding  6,850,000  shares  of  common  stock.  The  holders of common stock are
entitled to one vote for each share held of record on all matters submitted to a
vote  of stockholders. Holders of the common stock have no preemptive rights and
no  right  to convert their common stock into any other securities. There are no
redemption  or  sinking  fund  provisions  applicable  to  the  common  stock.

We  have  not  paid,  nor declared, any dividends since our 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

RESULTS  OF  OPERATIONS  YEARS  ENDED  DECEMBER  31,  2003  AND  2002

The  Company had $2,740 in revenue from continuing operations for the year ended
December  31,  2003.  However,  the  cost  of  revenue  for  2003 was $2,900 and
operating  expenses  totaled  $13,656  for the same period. Expenses during 2003
consisted  largely  of  legal  and  accounting  fees.

Online  Holdings  generated  $6,800  in  revenue from continuing website hosting
accounts  during  the  year  ended  December  31, 2002. However, cost of revenue
during  this  period  was $10,380 and operating expenses were $32,122. Operating
expenses  in 2002 consisted largely of legal and accounting fees associated with
our public offering and ongoing reporting costs. Other expenses in 2002 included
executive  compensation  of  $14,500.

As  a result of the foregoing factors, we realized a net loss of $13,816 for the
year  ended  December  31,  2003  compared  to  net  loss  of  $35,702  in 2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  December  31,  2003  our  assets  consisted  of  $11,991  in cash. We had no
liabilities  at December 31, 2003. Stockholders' deficit totaled $11,991 for the
year ended December 31, 2003 compared to $25,807 for the year ended December 31,
2002.  We  believe  that  we  have  sufficient funds to proceed forward with our
current  business  plan.  We have no capital commitments for the next 12 months.


                                        6
<PAGE>

PLAN  OF  OPERATION

We  ceased  operations  on  December  31,  2003.  Resumption  of  operations  is
contingent  upon  the results of our investigation into new capital and business
opportunities.

ITEM  7.  FINANCIAL  STATEMENTS

The  financial  statements  of  the  Company  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.

ITEM  8A.  CONTROLS  AND  PROCEDURES

(a)     Evaluation  of  Disclosure  Controls  and  Procedures.  The  Company's
management,  with the participation of the chief executive officer and the chief
financial  officer,  carried  out  an  evaluation  of  the  effectiveness of the
Company's  "disclosure,  controls  and procedures" (as defined in the Securities
Exchange  Act  of 1934 (the "Exchange Act") Rules 13a-15(3) and 15-d-15(3) as of
the  end of the period covered by this quarterly report (the "Evaluation Date").
Based  upon that evaluation, the chief executive officer and the chief financial
officer  concluded  that,  as  of the Evaluation Date, the Company's disclosure,
controls  and procedures are effective, providing them with material information
relating  to  the Company as required to be disclosed in the reports the Company
files  or  submits  under  the  Exchange  Act  on  a  timely  basis.

(b)     Changes  in  Internal  Control  over Financial Reporting.  There were no
changes  in  the  Company's internal controls over financial reporting, known to
the chief executive officer or the chief financial officer, that occurred during
the period covered by this report that has materially affected, or is reasonably
likely  to  materially  affect,  the  Company's  internal control over financial
reporting.


                                    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  POSITIONS                                            SINCE

<S>               <C>  <C>                                                  <C>
Dennis Lairamore   35  Chief Executive Officer and Chief Financial Officer   2001
</TABLE>

The  following  is  a  brief summary of the business experience of Mr. Lairamore

DENNIS  LAIRAMORE,  PRESIDENT  AND  DIRECTOR.  Mr. Lairamore holds a Bachelor of
Science  degree  in  Accounting  from the University of Northern Colorado. Since
January  1999  he  has  been  president  of  D.L. International, LLC where he is
involved  in investor relations, capital formation and strategic positioning for
companies.  Mr.  Lairamore is also the President and CEO of E-Site Technologies,
Inc.,  a  subsidiary  of


                                        7
<PAGE>

Online  Holdings,  Inc. He has held that position since January 2000. In October
2000,  Mr.  Lairamore  became General Partner of 1st Accredited Venture Capital,
LLLP.  Previously, Mr. Lairamore was Assistant Vice President of Investments for
Kirkpatrick  Pettis  from  July 1996 to January 1999. From November 1992 to July
1996  he  worked  for  Dean  Witter  as  an  Account  Executive.

All  officers  hold  their  positions at the will of the Board of Directors. All
directors  hold  their  positions  for  one  year  or until their successors are
elected  and  qualified.

The  Company  has  no audit committee financial expert, as defined under Section
228.401, serving on its audit committee because it has no audit committee and is
not  required  to have an audit committee because it is not a listed security as
defined  in  Section  240.10A-3.

ITEM  10.  EXECUTIVE  COMPENSATION

From August 2001 through June 2002 we paid our sole officer and director, Dennis
Lairamore  a  salary  of  $2,000  per  month. We are not currently providing any
compensation  to  Mr.  Lairamore.  A summary compensation table for the previous
three  years  is  provided  below.

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                          OTHER ANNUAL
NAME AND PRINCIPAL POSITION  YEAR  SALARY ($)  BONUS ($)  COMPENSATION

<S>                          <C>   <C>         <C>        <C>
Dennis Lairamore. . . . . .  2003         -0-        -0-           -0-
  Chief Executive Officer .  2002      14,500        -0-           -0-
  Chief Financial Officer .  2001      10,000        -0-           -0-
</TABLE>

In  July  of  2001  we adopted a long-term stock incentive plan.  At the date of
this  report,  we  have  not  issued  any  options  under the plan.  We have not
established any pension, profit sharing or insurance programs for the benefit of
our  employees.

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

The  following  table  sets  forth  as  of  December  31,  2003,  the  name  and
shareholdings  of  each  person known to us that either directly or beneficially
holds  more  than  5%  of  our 6,850,000 issued and outstanding shares of common
stock, par value $.001.  The table also lists the name and shareholdings of each
director  and  of  all  officers  and directors as a group.  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                    TITLE OF CLASS   NUMBER OF SHARES   % OF SHARES
                                                    BENEFICIALLY OWNED
<S>                                 <C>             <C>                 <C>

Dennis Lairamore (1) . . . . . . .  Common                   5,000,000        72.99%
5957 South Birch Way
Littleton, CO 80121


                                        8
<PAGE>

NAME AND ADDRESS . . . . . . . . .  TITLE OF CLASS  NUMBER OF SHARES    % OF SHARES
                                                    BENEFICIALLY OWNED


Libco Equities, Inc. . . . . . . .  Common                     416,000        6.07 %
C/O 899 South Artistic Circle
Springville, UT 84663

Bateman Dynasty LC . . . . . . . .  Common                     400,000         5.84%
1065 West 1150 South
Provo, UT 84601

Gary J. McAdam (2) . . . . . . . .  Common                     416,000         6.07%
14 Red Tail Drive
Highlands Ranch, CO 80126

------------------------------------------------------------------------------------

Officers and Directors as a group.  Common                   5,000,000        72.99%
One Person
</TABLE>
(1)  Officer  and  Director
(2)  404,000  shares  representing  5.89%  of  total  shares held in the name of
     Fortune  Seekers,  an  entity owned and controlled by Gary J. McAdam. 4,000
     shares  representing  0.06% of total shares held in the name of GJM Trading
     Partners  LTD,  an  entity  owned  and  controlled by Gary J. McAdam. 4,000
     shares  representing  0.06%  of  total  shares  held  in the name of Growth
     Ventures,  Inc.,  an  entity  owned  and  controlled  by  Gary  J.  McAdam.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

The  Company has entered into a sublicense agreement with 1st Accredited Venture
Capital  LLLP ("1st Accredited") to use certain technology used in the company's
website  system  solutions.  Dennis  Lairamore,  the  President  and  primary
stockholder of the Company, is the general partner of 1st Accredited. As part of
the  sublicense  agreement,  1st  Accredited  receives  either co-ownership of a
client's  contact  management  database or a fee of $20,000. For the years ended
December  31,  2003  and  2002,  the  Company  paid no fees to 1st Accredited to
develop  or  host  a  website  for  a  customer  of  the  Company.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

<TABLE>
<CAPTION>

EXHIBITS:

EXHIBIT NUMBER                          TITLE                           LOCATION

<S>             <C>                                                     <C>
31 . . . . . .  Certification of the Principal Executive Officer and    Attached
                Principal Financial Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002


                                        9
<PAGE>

EXHIBIT NUMBER  TITLE                                                   LOCATION

32 . . . . . .  Certification of the Principal Executive Officer and    Attached
                Principal Financial Officer pursuant to U.S.C. Section
                1350 as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002
</TABLE>

REPORTS  ON  FORM  8-K:

No  reports on Form 8-K were filed by Online Holdings during the last quarter of
the  period  covered  by  this  report.

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

Audit  Fee
----------

The aggregate fees billed for each of the last two fiscal years for professional
services  rendered  by  the  principal account for the audit of Online Holdings'
annual financial statement and review of financial statements included in Online
Holdings'  10-QSB  reports  and  services normally provided by the accountant in
connection  with statutory and regulatory filings or engagements were $5,932 for
fiscal  year  ended  2002  and  $5,250  for  fiscal  year  ended  2003.

Audit-Related  Fees
-------------------

There  were no fees for other audit related services for fiscal year ended 2003.

Tax  Fees
---------

There  were  no  fees  for  tax  compliance, tax advice and tax planning for the
fiscal  years  2003  and  2002.

All  Other  Fees
----------------

There were no other aggregate fees billed in either of the last two fiscal years
for  products  and services provided by the principal accountant, other than the
services  reported  above.

We do not have an audit committee currently serving and as a result our board of
directors  performs  the  duties  of an audit committee.  Our board of directors
will evaluate and approve in advance, the scope and cost of the engagement of an
auditor before the auditor renders audit and non-audit services.  We do not rely
on  pre-approval  policies  and  procedures.


                                       10
<PAGE>

                                   SIGNATURES

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

                                   ONLINE  HOLDINGS,  INC.


Date: March 17, 2004               By: /s/ Dennis  Lairamore
                                   -----------------------------------
                                   Dennis  Lairamore
                                   CEO  and  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: March 17, 2004               By: /s/ Dennis  Lairamore
                                   -----------------------------------
                                   Dennis  Lairamore
                                   Director


                                       11
<PAGE>

     ONLINE HOLDINGS, INC. AND SUBSIDIARIES
         (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>


               TABLE  OF  CONTENTS
               -------------------


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

Consolidated Financial Statements

  Consolidated Balance Sheet . . . . . . . . . . .    14

  Consolidated Statements of Operations. . . . . .    15

  Consolidated Statements of Stockholders' Deficit    16

  Consolidated Statements of Cash Flows. . . . . .    17

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


                                       12
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The  Board  of  Directors  and  Stockholders
Online  Holdings,  Inc.  and  Subsidiaries
Littleton,  Colorado

We  have audited the accompanying consolidated balance sheet of Online Holdings,
Inc.  and Subsidiaries (a Development Stage Company) as of December 31, 2003 and
the  related  consolidated  statements  of operations, stockholders' deficit and
cash  flows  for  the years ended December 31, 2003 and 2002 and cumulative from
January  26,  2000  (inception)  through  December 31, 2003.  These consolidated
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 consolidated financial statements referred to above present
fairly,  in  all  material  respects, the financial position of Online Holdings,
Inc.  and  Subsidiaries  as  of  December  31,  2003,  and  the results of their
operations  and  their cash flows for the years ended December 31, 2003 and 2002
and  cumulative  from  January  26,  2000  (inception)  to  December 31, 2003 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the consolidated
financial  statements,  the  Company  is  in the development stage.  The planned
principal  operations  had  commenced, but there has been no significant revenue
therefrom.  This  condition raises substantial doubt about the Company's ability
as  a  going  concern.  The  financial statements do not include any adjustments
that  might  result  from  the  outcome  of  the  uncertainty.



                                Ehrhardt  Keefe  Steiner  &  Hottman  PC
                                ----------------------------------------

February  4,  2004
Denver,  Colorado


                                       13
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

<TABLE>
<CAPTION>

                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003


                                     ASSETS
<S>                                                       <C>
Current assets
 Cash. . . . . . . . . . . . . . . . . . . . . . . . . .  $ 11,991

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . .  $ 11,991
                                                          =========



                              STOCKHOLDERS' DEFICIT

Stockholders' deficit
 Preferred stock, authorized 5,000,000 shares, $.001 par
value; none issued or outstanding. . . . . . . . . . . .  $      -
 Common stock, authorized 100,000,000 shares, $.001 par
value; 6,850,000 shares issued and outstanding . . . . .     6,850
 Additional paid-in capital. . . . . . . . . . . . . . .    74,374
 Deficit accumulated during the development stage. . . .   (69,233)
                                                          ---------
       Total stockholders' deficit . . . . . . . . . . .    11,991
                                                          ---------

TOTAL STOCKHOLDERS' DEFICIT. . . . . . . . . . . . . . .  $ 11,991
                                                          =========
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       14
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

<TABLE>
<CAPTION>


                                   CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                                               Cumulative
                                                                                                   from
                                                                                               January 26,
                                                                                                  2000
                                                                                               (inception)
                                                                 For the Years Ended           through
                                                                     December 31,              December 31,
                                                          -----------------------------------
                                                                          2003          2002         2003
                                                          ---------------------  ------------  -----------
<S>                                                       <C>                    <C>           <C>

Revenues . . . . . . . . . . . . . . . . . . . . . . . .  $              2,740   $     6,800   $   34,540

Cost of revenues . . . . . . . . . . . . . . . . . . . .                 2,900        10,380       36,325
                                                          ---------------------  ------------  -----------
                                                                          (160)       (3,580)      (1,785)

Operating expenses . . . . . . . . . . . . . . . . . . .                13,656        32,122       64,340
                                                          ---------------------  ------------  -----------

Net loss . . . . . . . . . . . . . . . . . . . . . . . .  $            (13,816)  $   (35,702)  $  (66,125)
                                                          =====================  ============  ===========

Loss per share - basic and diluted . . . . . . . . . . .  $             (0.002)  $    (0.006)  $    (0.01)
                                                          =====================  ============  ===========

Weighted average shares outstanding - basic and diluted.             6,850,000     6,539,058    6,586,610
                                                          =====================  ============  ===========
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       15
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

<TABLE>
<CAPTION>


                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

                                                                         Deficit
                                                                       Accumulated
                                                           Additional   During the     Total
                                          Common Stock      Paid-In    Development  Stockholders'
                                        Shares    Amount    Capital       Stage       Deficit
                                       ---------  -------  ----------  -----------  -------------
<S>                                    <C>        <C>      <C>         <C>          <C>
Balance, January 26, 2000 (inception)          -  $     -  $      -    $      -     $      -

Issuance of common stock for cash . .     10,000    1,000         -           -        1,000

Net loss. . . . . . . . . . . . . . .          -        -         -      (1,000)      (1,000)
                                       ---------  -------  ----------  -----------  -------------

Balance, December 31, 2000. . . . . .     10,000    1,000         -      (1,000)           -

Issuance of common
stock in connection with
reverse acquisition . . . . . . . . .  3,990,000    3,000         -      (3,108)        (108)

Issuance of common
stock for cash. . . . . . . . . . . .  2,200,000    2,200    10,800           -       13,000

Net loss. . . . . . . . . . . . . . .          -        -         -     (15,607)     (15,607)
                                       ---------  -------  ----------  -----------  -------------

Balance, December 31, 2001. . . . . .  6,200,000    6,200    10,800     (19,715)      (2,715)

Issuance of common
stock for cash. . . . . . . . . . . .   650,000      650     63,574           -       64,224

Net loss. . . . . . . . . . . . . . .          -        -         -     (35,702)     (35,702)
                                       ---------  -------  ----------  -----------  -------------

Balance, December 31, 2002. . . . . .  6,850,000    6,850    74,374     (55,417)      25,807

Net loss. . . . . . . . . . . . . . .          -        -         -     (13,816)     (13,816)
                                       ---------  -------  ----------  -----------  -------------

Balance, December 31, 2003. . . . . .  6,850,000  $ 6,850  $ 74,374    $(69,233)    $ 11,991
                                       =========  =======  ==========  ===========  =============
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       16
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

<TABLE>
<CAPTION>


                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                         Cumulative
                                                                           from
                                                                        January 26,
                                                                           2000
                                                                        (inception)
                                                   For the Years Ended    through
                                                       December 31,     December 31,
                                                    2003       2002        2003
                                                  ---------  ---------  ------------
<S>                                               <C>        <C>        <C>
Cash flows from operating activities
 Net loss. . . . . . . . . . . . . . . . . . . .  $(13,816)  $(35,702)  $(66,125)
                                                  ---------  ---------  ------------
Changes in assets and liabilities
 Accounts payable. . . . . . . . . . . . . . . .         -       (895)         -
 Accrued expenses. . . . . . . . . . . . . . . .         -     (1,453)         -
                                                  ---------  ---------  ------------
                                                         -     (2,348)         -
                                                  ---------  ---------  ------------
       Net cash used by operating activities . .   (13,816)   (38,050)   (66,125)
                                                  ---------  ---------  ------------

Cash flows from investing activities
 Liability assumed in acquisition. . . . . . . .         -          -       (108)
                                                  ---------  ---------  ------------
       Net cash used in investing activities . .         -          -       (108)
                                                  ---------  ---------  ------------

Cash flows from financing activities
 Deferred offering costs . . . . . . . . . . . .         -     (6,638)   (17,026)
 Proceeds from note payable. . . . . . . . . . .         -          -     20,000
 Principal payments on notes payable . . . . . .         -    (20,000)   (20,000)
 Proceeds from issuance of common stock. . . . .         -     81,250     95,250
                                                  ---------  ---------  ------------
       Net cash provided by financing activities         -     54,612     78,224
                                                  ---------  ---------  ------------

Net increase (decrease) in cash. . . . . . . . .   (13,816)    16,562     11,991

Cash, beginning of period. . . . . . . . . . . .    25,807      9,245          -
                                                  ---------  ---------  ------------

Cash, end of period. . . . . . . . . . . . . . .  $ 11,991   $ 25,807   $ 11,991
                                                  =========  =========  ============
</TABLE>

Supplemental  disclosure  of  non-cash  investing  activities:

     During  the year ended December 31, 2001, the Company entered into a merger
     agreement,  which  has  been  accounted  for  as  a  reverse  acquisition.

     During the year ended December 31, 2002, deferred offering costs of $17,026
     were  netted  against  proceeds  from  the  issuance  of  common  stock.


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       17
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
-----------------------------------------------------------------------------

Online  Holdings,  Inc.  and Subsidiaries (the "Company"), was incorporated July
27,  2001  in  the state of Nevada.  The Company is organized for the purpose of
developing  and  marketing  easily  maintained  website  systems.  The  Company
operates  through  its  wholly  owned  subsidiary,  E-Site Technologies, Inc., a
Colorado  corporation  that  was  incorporated  January  26,  2000.

The  Company  is a development stage company that has had only a small amount of
revenue  from  operations  since inception, which raises substantial doubt about
the entity's ability to continue as a going concern.  There is no assurance that
the  Company  will  generate  revenue  or  earn  profit  in  the  future.

Reorganization
--------------

In  August  2001,  Online Holdings, Inc. (Online) acquired all of the issued and
outstanding  common shares of E-Site Technologies, Inc. (E-Site) in exchange for
4,000,000  shares  of common stock of Online.  For financial reporting purposes,
the  business  combination  was accounted for as an additional capitalization of
the  Company  (a  reverse  acquisition  with E-Site as the acquirer).  E-Site is
considered  the  surviving entity.  The historical financial statements prior to
the merger are those of E-Site.  At the time of the merger, Online had no assets
and  a  net  book value of $(108) and after the transaction, E-Site shareholders
held  81%  of  the  common  stock  of  the  Company.

Principles  of  Consolidation
-----------------------------

The  consolidated  financial statements include the accounts of Online Holdings,
Inc.  and  its wholly owned subsidiary, collectively referred to as the Company.
All  significant  intercompany  transactions  and balances have been eliminated.

Concentrations  of  Credit  Risk
--------------------------------

The  Company  grants credit in the normal course of business to customers in the
United  States.  The  Company periodically performs credit analysis and monitors
the  financial  condition  of  its  customers  to  reduce  credit  risk.

Revenue  Recognition
---------------------

Website  design  revenue is recognized when all material services and conditions
related  to the design and performance of the website have been performed by the
Company  and  accepted  by  the  customer.  Retainers  received  up front by the
Company,  if any, are recorded as customer deposits and recognized as revenue as
described  above.

Website  hosting  fees  are  recognized  when  earned  on  a  monthly  basis.


                                       18
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
--------------------------------------------------------------------------------

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

Deferred  income taxes result from temporary differences.  Temporary differences
are  differences  between  the  tax  basis  of  assets and liabilities and their
reported  amounts  in  the  financial  statements that will result in taxable or
deductible  amounts  in future years.  The measurement of deferred tax assets is
reduced,  if  necessary,  by  the  amount  of  any  tax  benefits that, based on
available  evidence,  are  not  expected  to  be  realized.

Use  of  Estimates
------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America 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.

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

The  Company  has  adopted  the  provisions of Statement of Financial Accounting
Standards  No.  128,  Earning  Per  Share  (SFAS 128).  SFAS 128 established new
definitions  for calculating and disclosing basic and diluted earning per share.
Basic  earnings  per  share are based upon the weighted average number of shares
outstanding  as  defined  in  SFAS  128.  No  diluted  earnings  per  share  are
presented,  as  there  are  no  potential  dilutive  common  shares.

Comprehensive  Income
---------------------

The  Company  adopted  Statement of Financial Accounting Standard No. 130 ("SFAS
130"),  Comprehensive Income.  There were no components of comprehensive income;
consequently,  no separate statement of comprehensive income has been presented.

Fair  Value  of  Financial  Instruments
---------------------------------------

The  carrying  amount  of  cash  approximates  fair  value due to the short-term
maturity  of  these  instruments.

Recently  Issued  Accounting  Pronouncements
--------------------------------------------

In  January  2003,  the  FASB  issued  Interpretation  No.  46, Consolidation of
Variable  Interest  Entities,  an  interpretation  of  ARB  51 (FIN No. 46). The
primary  objectives  of  FIN 46 are to provide guidance on the identification of
entities  for  which control is achieved through means other than through voting
rights  (Variable  Interest  Entities or "VIEs") and to determine when and which
business enterprise should consolidate the VIE. This new model for consolidation
applies  to an entity which either (1) the equity investors (if any) do not have
a  controlling  financial  interest  or  (2)  the  equity  investment at risk is
insufficient  to  finance  that entity's activities without receiving additional
subordinated  financial  support from other parties. The disclosure requirements
of


                                       19
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
--------------------------------------------------------------------------------

FIN  No.  46  became effective for financial statements issued after January 31,
2003.  The  adoption  of  this  interpretation  did  not  have  an impact on the
Company's  financial  statements.In  April  2003,  FASB  issued  SFAS  No.  149,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities,"  which  is
effective  for  contracts  entered  into or modified after June 30, 2003 and for
hedging  relationships  designated  after  June  30,  2003.  This
statement amends and clarifies financial accounting and reporting for derivative
instruments  including  certain  instruments embedded in other contracts and for
hedging  activities  under  SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." The adoption of this standard did not have an impact on
the  Company's  financial  statements.

In  May  2003,  FASB  issued  SFAS  No.  150,  "Accounting for Certain Financial
Instruments  with  Characteristics  of  Both  Liabilities  and Equity," which is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at  the  beginning  of  the  first interim period
beginning  after  June  15, 2003.  SFAS No. 150 establishes standards for how an
issuer  classifies  and  measures  certain  financial  instruments  with
characteristics  of  both liabilities and equity.  The adoption of this standard
did  not  have  an  impact  on  the  Company's  financial  statements.

NOTE  2  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

The  Company has entered into a sublicense agreement with 1st Accredited Venture
Capital  LLLP ("1st Accredited") to use certain technology used in the Company's
website  system solutions.  The President and primary stockholder of the Company
is  the general partner of 1st Accredited.  As part of the sublicense agreement,
1st  Accredited  receives  either  co-ownership  of a clients contact management
database  or  a fee of $20,000.  For the years ended December 31, 2003 and 2002,
the  Company  paid  no fees to 1st Accredited to develop or host a website for a
customer  of  the  Company.

NOTE  3  -  INCOME  TAXES
-------------------------

The  Company  recognizes  deferred  tax  liabilities and assets for the expected
future  tax  consequences  of  events  that  have been included in the financial
statements  or  tax returns.  Deferred tax liabilities and assets are determined
based  on the difference between the financial statement and tax basis of assets
and  liabilities using the enacted tax rates in effect for the year in which the
differences  are expected to reverse.  The measurement of deferred tax assets is
reduced,  if  necessary,  by  the  amount  of  any  tax  benefits that, based on
available  evidence,  are  not  expected  to  be  realized.


                                       20
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  3  -  INCOME  TAXES  (CONTINUED)
--------------------------------------

Financial  statement  and  tax  return  temporary differences and carryforwards,
which  give rise to a significant portion of deferred tax assets and liabilities
are  as  follows:

<TABLE>
<CAPTION>

                                            December 31,
                                         ------------------
                                           2003      2002
                                         --------  --------
<S>                                      <C>       <C>
Loss carryforwards. . . . . . . . . . .  $ 9,919   $ 7,846

Valuation allowance . . . . . . . . . .   (9,919)   (7,846)
                                         --------  --------

Net deferred tax assets and liabilities  $     -   $     -
                                         ========  ========
</TABLE>

No  tax  consequences have been recognized in the statement of operations due to
the  Company  generating  taxable  losses.  A  valuation  allowance  has  been
established, which offsets any deferred tax asset or deferred benefit due to the
Company  not  yet  demonstrating that utilization of deferred tax assets will be
realized.  As  of  December  31,  2003,  the  company  has  net  operating  loss
carry-forwards  for  tax  purposes of approximately $66,000.  If not used, these
carry-forwards  will  expire  between  2020  and  2023.

The  following is a reconciliation of income taxes at the Federal Statutory rate
with  income  taxes  recorded  by  the  Company.

<TABLE>
<CAPTION>

                                                 December 31,
                                                ------------
                                                2003   2002
                                                -----  -----
<S>                                             <C>    <C>
Computed income taxes at the statutory rate. .    15%    15%
State income taxes, net of Federal tax benefit     3      3
Valuation allowance. . . . . . . . . . . . . .   (18)   (18)
                                                -----  -----

                                                   -%      %
                                                =====  =====
</TABLE>



NOTE  4  -  STOCKHOLDERS'  EQUITY
---------------------------------

Common  Stock
-------------

The  company  completed its public offering in July of 2002.  The Company issued
650,000  shares  of  $0.001  par  value  common  stock  at $0.125 per share.  In
connection with the public offering, the Company paid offering costs of $17,026,
which  were  netted  against  the  proceeds  received.


                                       21
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  5  -  2001  STOCK  INCENTIVE  PLAN
----------------------------------------

The  Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25"), and related interpretations in accounting
for  all  stock  option  plans.

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation"  ("SFAS  123"),  requires  the  Company  to  provide  pro  forma
information regarding net income as if compensation cost for the Company's stock
option  plans had been determined in accordance with the fair value based method
prescribed  in  SFAS  123.  To  provide  the required pro forma information, the
Company estimates the fair value of each stock option at the grant date by using
the  Black-Scholes  option-pricing  model.

In August 2001, the Company adopted the 2001 Long-Term Stock Incentive Plan (the
"Plan"),  which  provides  for  the  grant to employees, officers, directors and
consultants  stock  options  or  stock  appreciation  rights  ("SAR")  up  to an
aggregate  of  2,500,000  shares  of  common stock, consisting of both incentive
stock  options  and non-qualified options. The exercise price is determined by a
committee  elected  by  the  board of directors at the time the Option or SAR is
granted  at  an exercise price of not less than 100% of the fair market value of
the  common  stock,  on  the date of grant. To date no options or SARs have been
granted  under  the  Plan.


                                       22
<PAGE>