UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM  10K



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

**For the fiscal year ended December 31,
2002.**
|- | --------------------------------------------------------------------------------------------------------------------------------------

Commission file number
0-27182



ACCREDITED BUSINESS CONSOLIDATORS
CORP.

(Exact name of registrant as specified in its charter)







|PENNSYLVANIA                                                   | 25-1624305                       
|-------------------------------------------------------------- | ---------------------------------
|(State or other
jurisdiction of incorporation or organization) | (IRS Employer
Identification No.)



196 WEST ASHLAND STREETDOYLESTOWN, PA  18901

(Address of principal executive offices, including zip
code)

(267) 864-7737

(Registrants telephone number, including area code)





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

Securities registered pursuant to Section 12(g) of the Act:  
Class  Common stock, $.01 par value

Indicate by checkmark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act:  (  ) Yes  (X) No.

Indicate by checkmark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act:  (  ) Yes  (X) No.

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
or the Securities Exchange Act of 1934 during the preceding 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.    Yes   
o    No   x

Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Website, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (s. 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).  ( ) Yes   (X) No.

Indicate by check mark if the disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K (s. 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of
registrant's knowledge, indefinite proxy or information statements incorporated
by reference in Part III of this Form 10-L or any amendment to this Form
10-K.    (  ).

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of "large
accelerated filer," "accelerated filer," and "smaller reporting company," in
Rule 12b-2 of the Exchange Act.  (  ) Large accelerated filer; ( )
Accelerated filer; (  ) Non-accelerated filer (do not check if a
smaller reporting company); (X) Smaller reporting company.

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act).  (X)
Yes  ( ) No.

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 last sold, or the average bid
and asked price of such common equity, as of the last business day of the
registrant's most recently completed second quarter:  As of June 28,
2002, considering a price of the common stock being .001, the aggregate
market value of the common equity was $43,829.17.

APPLICABLE ONLY TO REGISTRANTS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:  Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13, or 15(d) of the Securities Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court.  (X) Yes  ( ) No.   NOTE:  The Company
emerged from bankruptcy in 1998, but the plan approved by the United States
Bankruptcy Court for the Western District of Pennsylvania did not include any
distribution of securities.  Rather, under the plan, the previous common
shareholders received no distribution of assets, but their shares remained in
tact.  Creditors and other parties did not receive shares, and no
additional shares were issued.

As of December 31, 2002, there were 4,382,917 shares outstanding of the
registrants Common Stock, $.01 par value.

As of the date of this filing,
there were 436,399,500 shares outstanding of the registrant's Common
Stock, $.0001 par value, reflecting a forward split of 100 new
shares for every 1 old share which took place on May 22, 2009.





TABLE OF CONTENTS



|PREFACE  FORWARD LOOKING STATEMENTS AND
RISK FACTORS | 3                                                                                       
|----------------------------------------------------- | ----------------------------------------------------------------------------------------
|                                                      |                                                                                         
|PART
I                                                | 4                                                                                       
|                                                      |                                                                                         
|ITEM 1.                                               | Description
of Business                                                                 
|                                                      |                                                                                         
|ITEM 1A.                                              | Risk
Factors                                                                            
|                                                      |                                                                                         
|ITEM 2                                                | Properties                                                                              
|                                                      |                                                                                         
|ITEM 3                                                | Legal
Proceedings                                                                       
|                                                      |                                                                                         
|ITEM 4                                                | Submission
of Matters to a Vote of Securities Holders                                   
|                                                      |                                                                                         
|PART II.                                              |                                                                                         
|                                                      |                                                                                         
|ITEM 5.                                               | Market
for Registrant's Common Equity, Related Stockholder Matters, and Issuer
Purchases
|                                                      |                                                                                         
|ITEM 6.      Selected Financial Data                  | 7                                                                                       
|                                                      |                                                                                         
|ITEM 7.                                               | Management's
Discussion and Analysis of Financial Condition and Results of
Operations   
|                                                      |                                                                                         
|ITEM 8.                                               | Financial
Statements and Supplementary Data                                             
|                                                      |                                                                                         
|ITEM 9.                                               | Changes in and Disagreements with
Accountants or Accounting and Financial Disclosure    
|                                                      |                                                                                         
|ITEM 9AT                                              | Controls
and Procedures                                                                 
|                                                      |                                                                                         
|ITEM 9B.                                              | Other Information                                                                       
|                                                      |                                                                                         
|PART III.                                             |                                                                                         
|ITEM 10.                                              | Directors, Executive Officers, and Corporate Governance                                 
|ITEM
11.    Executive Compensation                    | 8                                                                                       

2



FORWARD LOOKING STATEMENTS AND RISK
FACTORS



Certain statements contained in this Form 10-K filed by Accredited
Business Consolidators Corp. ("Accredited" or "Company") constitute
"statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). These statements, identified by words
such as "will," "may," "expect," "believe," "anticipate," "intend," "could,"
"should," "expect," "estimate," "plan" and similar expressions, relate to or
involve the current views of management with respect to future expectations,
objectives and events and are subject to substantial risks, uncertainties and
other factors beyond management's control that may cause actual results to be
materially different from any such forward-looking statements. Such risks and
uncertainties include those set forth in this document and others made by or on
behalf of the Company in the future, including but not limited to, the Company's
limited operating history, its need for additional capital or financing, its
ability or inability to produce and market products and services, its ability to
make a profit in the future, its dependence on a limited number of customers and
key personnel, its dependence on certain industries, its ability to locate and
consummate business opportunities that would appear to be in the best interests
of the shareholders, its ability to implement strategies to develop its business
in emerging markets, competition from other or similar companies or businesses,
and, general economic conditions. Any forward-looking statements in this
document and any subsequent Company document must be evaluated in light of these
and other important risk factors. The Company does not intend to update any
forward-looking information to reflect actual results or changes in the factors
affecting such forward-looking information.



WARNING:  Accredited Business Consolidators Corp. has not
conducted business during the time period of this report.   The
company has no assets.  The previously filed registration statement should
not be relied upon as the company has divested itself of all assets during its
1997 bankruptcy proceeding and has been dormant since.  Only experienced
investors who understand the risks of purchasing the common stock of a shell
company with no assets should participate in any trading of our common
stock.



The financial data contained in this report, although believed to be
accurate, was not prepared by a certified public accountant and may be
amended upon the review of an accounting service.  In addition, the company
relied on information provided by third parties to submit this report and said
information could be changed as new information is located.





3





PART I



ITEM 1  -- DESCRIPTION OF BUSINESS



Accredited Business Consolidators Corp. (the Company or Accredited)
was organized in 1990 under the name Fornello U.S.A., Inc. Accredited eventually
changed its name to The Italian Oven, Inc., to reflect its operation of various
Italian restaurants.  However, in October, 1996, Accredited did not have
the funds to sustain itself, and it filed for protection under Chapter 11 of the
United States Bankruptcy Code. Accredited submitted a plan to the bankruptcy
court which divested it of all assets, including intellectual property. 
The plan provided no payment to shareholders; however it did not cancel or
extinguish the common shares of Accredited.  The United States Bankruptcy
Court for the Western District of Pennsylvania approved the bankruptcy plan and
on July 17, 1998, Accredited emerged from bankruptcy. From the
time Accredited emerged from bankruptcy until December 31, 2002, the
company conducted no business.  It had no operations and no assets. 
Rather, it simply remained dormant while management sought an opportunity for
its shareholders.  The Company has not had any substantive business
operations from its emergence from bankruptcy until the present time and is now
considered a "shell company" as it has no or nominal operations. The Company was
dormant during all times material to this report and the prior fiscal year.
Because of the Company's current status of having only nominal assets and no
recent operating history, in the event the Company does successfully acquire or
merge with an operating business opportunity, it is likely that the Company's
current shareholders will experience substantial dilution and a resultant change
in control of the Company.   It is anticipated that the Company will
require only nominal capital to maintain its corporate viability and necessary
funds will most likely be provided by the Company's existing shareholders or its
officer and director in the immediate future. However, unless the Company is
able to facilitate an acquisition of or merger with an operating business or is
otherwise able to obtain significant outside financing, substantial doubt will
be cast on its ability to continue as a viable corporation. In the opinion of
management, neither inflation nor recession will have a material effect on the
operations of the Company until such time as the Company successfully completes
an acquisition or merger. At that time, management will evaluate the possible
effects of inflation or recession on the Company as it relates to its business
and operations following a successful acquisition or merger. In the future, the
Company may seek out and investigate possible business opportunities with the
intent to acquire or merge with one or more business ventures. Because the
Company lacks cash and other capital resources, it may be necessary for the
officers and directors to either advance funds to the Company or to accrue
expenses until such time as a successful business consolidation can be made.
Management intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible. If the Company engages outside advisors or
consultants in its search for business opportunities, it may be necessary for
the Company to attempt to raise additional funds. In 2009, after the fiscal
year 2002 closed, the Company changed its name to Accredited Business
Consolidators Corp.  For more information about this change,
the Company refers the investor to the 2008 and 2009 filings with the
Securities and Exchange Commission.



4

---

ITEM 1A.  Risk Factors.



Smaller reporting companies are not required to provide risk factor
disclosure on their form 10-K filings.  Nevertheless, Accredited Business
Consolidators Corp. believes that investors and potential investors should view
our company as an extremely high risk and speculative investment.  We have
outlined certain risk factors below:



1.  Our Business Is Difficult To
Evaluate Because We Have No Ongoing Operations and Minimal Assets. As the
Company currently has no ongoing operations and only minimal assets, there is a
risk that we will be unable to continue as a going concern and consummate a
business combination. We have no significant assets or financial resources. We
will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may
result in our incurring a net operating loss that will increase continuously
until we can consummate a business combination with a profitable business
opportunity. We cannot assure you that we can identify a suitable business
opportunity and consummate a business combination.

2. We Will Continue To Incur Claims,
Liabilities And Expenses. We will continue to incur claims, liabilities and
expenses, which will reduce the realizable value of our remaining assets and the
amount potentially available for distribution to stockholders. Claims,
liabilities and expenses from operations (such as salaries, directors' and
officers' insurance, payroll and taxes, legal, accounting and consulting fees
and miscellaneous office expenses) will continue to be incurred. These expenses
will have to be satisfied from our remaining assets and, therefore, will reduce
the net realizable value of those assets.    3. 
Our Business Will Have No Revenues Unless And Until We Merge With Or Acquire
An Operating Business. As of the date hereof, the Company, as defined in
Rule 12b-2 under the Exchange Act, is a shell company, defined as a company
with no or nominal assets (other than cash) and no or nominal operations. We
currently have no revenues from operations. We may not realize any revenues
unless and until we successfully merge with or acquire an operating
business. 4.   Because Of The Deficiencies In Our Past
Compliance With Disclosure Rules And The Requirements Of Securities Laws, We
Face Risks Of Liability Under The Securities Laws.  We have not filed
our annual reports for several years.  Therefore, we could be named in an
administrative, civil or criminal proceeding by the SEC or another government
entity, and we could be named in a civil proceeding brought by a stockholder or
other private entity. There is no guarantee we would emerge from such a
proceeding with the ability to continue as a going concern. The deficiencies in
our compliance which we believe could have material consequences for us include
the following:5.  This Financial Report Was Prepared By
Current Officers Of The Company Who Were Not Officers At The Material
Times.  Prior management of the Company did not file timely financial
reports.  Therefore, the present report is being filed by current
management that had no affiliation with the Company during the material
times.  In general, management is relying on representations of the prior
officers and of legal counsel familiar with the matters to state that there were
no activities during the material times.  Limited due diligence could be
done as the Company had no bank accounts or accounting registries to verify
that no transactions occurred.

6.  Our Financial Statements
Include A Going Concern Opinion From Our Independent Auditors . The Company
received a going concern opinion on its financial statements for fiscal 2002.
Our auditors have stated that due to our lack of assets and operations, there is
"substantial doubt" about our ability to continue as a going concern. The going
concern opinion from our auditors may limit our ability to access certain types
of financing, or may prevent us from obtaining financing.

7.   Future Success Is
Highly Dependent On The Ability Of Management To Locate And Attract A Suitable
Acquisition. The nature of our operations is highly speculative and there is
a consequent risk of loss of your investment. The success of our  operation
will depend to a great extent on the operations, financial condition and
management of the identified business opportunity. While management intends to
seek business combination(s) with entities having established operating
histories, we cannot assure you that we will be successful in locating
candidates meeting that criterion. In the event we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm or venture partner firm, and numerous other factors beyond
our control.

8.    The Company Has
No Existing Agreement For A Business Combination Or Other Transaction. We
have no agreement with respect to engaging in a merger or joint venture with, or
acquisition of, a private or public entity. No assurances can be given that we
will successfully identify and evaluate suitable business opportunities or that
we will conclude a business combination. We cannot guarantee we will be able to
negotiate a business combination on favorable terms.

9.   Future Sales By
Existing Security Holders Could Depress the Market Price of Our Common
Stock.  If our existing stockholders sell a large number of shares of
our common stock, the market price could decline significantly.  Further,
even the perception in the public market that our existing stockholders might
sell shares of common stock could depress the market price of the common
stock.

10.  There Are Risks
Associated With Our Stock Trading On The Pink Sheets Rather Than A
National Exchange.  There are significant consequences associated
with our stock trading on the Pink Sheets Over the County market rather
than a national exchange including limited release of the market prices of
our securities, limited news coverage, limited interest by investors in our
securities, volatility of our stock price due to low trading
volume, limited ability to issue additional securities or to secure
additional financing, manipulation by traders, and purchase and sale
decisions by market makers.

11.  There is No
Assurance That An Active Public Trading Market Will Develop: 
There has been an extremely limited public trading market for the
Company's common stock.  There can be no assurances that a public
trading market for the common stock will develop or that a public trading
market, if developed, will be sustained.  If for any reason a public
trading market does not develop, purchasers of the shares of common stock
may have difficulty in selling their securities should they desire to do
so.

12.  "Penny Stock" Regulations
May Impose Certain Conditions On The Marketability Of Our
Securities.  The Securities and Exchange Commission has adopted
regulations which generally define "penny stock" to be an equity security
that has a market price of less than $5.00 a share, subject to certain
exceptions.  Our common stock is presently, and most probably will always
be, subject to these regulations which impose additional sales practice
requirements on broker-dealers who sell such securities to persons other
than established customers and accredited investors (generally those with assets
in excess of $1,000,000 or annual income exceeding $200,000, or $300,000
including their spouse).  For transactions covered by these rules, the
broker-dealer must make a special suitability determination for tghe purchase of
such securities and have received the purchaser's written consent to the
transaction prior to the purchase.  Additionally, for any transaction
involving a "penny stock," unless exempt, the rules require the delivery, prior
to the transaction, of a risk disclosure document mandated by the Commission
relating to the "penny stock" market.  The broker-dealer must disclose the
commission payable to both the broker-dealer and the registered representative,
current quotations for the securities and, if the broker-dealer is the sole
market maker, the broker-dealer must disclose this fact and
the broker-dealer's presumed control over the market.



5

---

ITEM 2.  PROPERTIES

During the 2002 fiscal year, the
Company neither owned nor rented any properties.

ITEM 3.  LEGAL
PROCEEDINGS

During the 2002 fiscal year, there were
no known legal proceedings involving the Company.

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

During the 2002 fiscal year, there were
no matters submitted to a vote of securities holders, through the solicitation
of proxies, or otherwise.

PART II

ITEM 5  Market for Registrant's
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.

Shares of Accredited Business
Consolidators Corp. common stock are traded in the United States on the
Pink Sheets over the counter market.

The principal United States
market for our common stock is not an exchange.  As such, the
rules of the Securities and Exchange Commission require us to state the range of
high and low bid information for the equity for each full quarter within the
most recent fiscal years and any subsequent interim period for which financial
statements are included, or are required to be included by Article 3 of
Regulation S-X, as regularly quoted in the automated quotation system or a
registered securities association, or where the equity is not quoted in such a
system, the range of reported high and low bid quotations, and to indicate
the source of the quotations.  We are required to advise that such
over-the-counter market quotations reflect inter-dealer prices, without retail
markup, mark-down, or commission and may not necessarily represent actual
transactions.  However, because of the passage of time, the best
information available to the Company consist of trading information.
Therefore, we are providing the pricing for each day.  The source of our
information is the website belonging to Pink Sheets that lists the entire
history of the stock's trading prices.  During this time period, the
Company's common stock traded under the symbol IOVNQ (Presently, the stock
trades as ACDU).

The instructions provided by the
Securities and Exchange Commission direct issuers to provide the data
retroactively to any split of the stock.  In 2009, a 100 for 1 forward
split occurred.  This split was not in effect during the time of this
report.  However, the prices below take into account the split. Therefore,
the prices are divided by 100 and the volume is multiplied by 100.



|Date       | Open     | High     | Low      | Close    | Volume     | 
|---------- | -------- | -------- | -------- | -------- | ---------- | 
|12/31/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|12/30/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 10,000     | 
|12/27/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 610,000    | 
|12/26/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|12/24/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 90,000     | 
|12/23/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 80,000     | 
|12/20/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|12/19/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 700,000    | 
|12/18/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|12/17/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|12/16/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 30,000     | 
|12/13/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 70,000     | 
|12/12/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|12/11/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 30,000     | 
|12/10/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 520,000    | 
|12/9/2002  | 0.000005 | -        | -        | 0.000005 | 0          | 
|12/6/2002  | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 50,000     | 
|12/5/2002  | 0.000005 | -        | -        | 0.000005 | 0          | 
|12/4/2002  | 0.000005 | -        | -        | 0.000005 | 0          | 
|12/3/2002  | 0.000005 | -        | -        | 0.000005 | 0          | 
|12/2/2002  | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 1,000,000  | 
|11/29/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|11/27/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|11/26/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 10,000     | 
|11/25/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|11/22/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|11/21/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|11/20/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|11/19/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 30,000     | 
|11/18/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 100,000    | 
|11/15/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|11/14/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 10,000     | 
|11/13/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 70,000     | 
|11/12/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|11/11/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 10,000     | 
|11/8/2002  | 0.000005 | -        | -        | 0.000005 | 0          | 
|11/7/2002  | 0.000005 | -        | -        | 0.000005 | 0          | 
|11/6/2002  | 0.000005 | -        | -        | 0.000005 | 0          | 
|11/5/2002  | 0.000005 | -        | -        | 0.000005 | 0          | 
|11/4/2002  | 0.000005 | -        | -        | 0.000005 | 0          | 
|11/1/2002  | 0.000005 | -        | -        | 0.000005 | 0          | 
|10/31/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|10/30/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|10/29/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|10/28/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|10/25/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|10/24/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|10/23/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|10/22/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|10/21/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 10,000     | 
|10/18/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 10,000     | 
|10/17/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|10/16/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 10,000     | 
|10/15/2002 | 0.000005 | -        | -        | 0.000005 | 0          | 
|10/14/2002 | 0.000005 | 0.000005 | 0.000005 | 0.000005 | 25,300,000 | 
|10/11/2002 | 0.00001  | -        | -        | 0.00001  | 0          | 
|10/10/2002 | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 60,000     | 
|10/9/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|10/8/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 10,000     | 
|10/7/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|10/4/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 900,000    | 
|10/3/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|10/2/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|10/1/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|9/30/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|9/27/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 100,000    | 
|9/26/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|9/25/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 10,000     | 
|9/24/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|9/23/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|9/20/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|9/19/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|9/18/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|9/17/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|9/16/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 10,000     | 
|9/13/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 100,000    | 
|9/12/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 2,000,000  | 
|9/11/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 10,000     | 
|9/10/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|9/9/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|9/6/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 40,000     | 
|9/5/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|9/4/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|9/3/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 610,000    | 
|8/30/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/29/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/28/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/27/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/26/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/23/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/22/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/21/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/20/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/19/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/16/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/15/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/14/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/13/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/12/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/9/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/8/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/7/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 50,000     | 
|8/6/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/5/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|8/2/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 10,000     | 
|8/1/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/31/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 30,000     | 
|7/30/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/29/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 20,000     | 
|7/26/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/25/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/24/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/23/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 1,070,000  | 
|7/22/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/19/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/18/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/17/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/16/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 50,000     | 
|7/15/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/12/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/11/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/10/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/9/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 10,000     | 
|7/8/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 120,000    | 
|7/5/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/3/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/2/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|7/1/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 50,000     | 
|6/28/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/27/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/26/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/25/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/24/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/21/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 100,000    | 
|6/20/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/19/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/18/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/17/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/14/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/13/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/12/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/11/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/10/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/7/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 100,000    | 
|6/6/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 10,000     | 
|6/5/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 400,000    | 
|6/4/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|6/3/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/31/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/30/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/29/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/28/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/24/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/23/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 850,000    | 
|5/22/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 250,000    | 
|5/21/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/20/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/17/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/16/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/15/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 400,000    | 
|5/14/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/13/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/10/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/9/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 20,000     | 
|5/8/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 30,000     | 
|5/7/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 20,000     | 
|5/6/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 10,000     | 
|5/3/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|5/2/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 90,000     | 
|5/1/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/30/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 20,000     | 
|4/29/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/26/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 40,000     | 
|4/25/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/24/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/23/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 150,000    | 
|4/22/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/19/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/18/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/17/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 20,000     | 
|4/16/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/15/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/12/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/11/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 200,000    | 
|4/10/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/9/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/8/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 420,000    | 
|4/5/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/4/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/3/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|4/2/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 10,000     | 
|4/1/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 100,000    | 
|3/28/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/27/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 10,000     | 
|3/26/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/25/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/22/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/21/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/20/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 20,000     | 
|3/19/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/18/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/15/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/14/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/13/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 70,000     | 
|3/12/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/11/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 30,000     | 
|3/8/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/7/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/6/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 110,000    | 
|3/5/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/4/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|3/1/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|2/28/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 10,000     | 
|2/27/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|2/26/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|2/25/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 50,000     | 
|2/22/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 20,000     | 
|2/21/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|2/20/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|2/19/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 30,000     | 
|2/15/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|2/14/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|2/13/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 470,000    | 
|2/12/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|2/11/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|2/8/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|2/7/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|2/6/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|2/5/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 5,510,000  | 
|2/4/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|2/1/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|1/31/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|1/30/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|1/29/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|1/28/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 160,000    | 
|1/25/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|1/24/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 550,000    | 
|1/23/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 40,000     | 
|1/22/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 10,000     | 
|1/18/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|1/17/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|1/16/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 200,000    | 
|1/15/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 70,000     | 
|1/14/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|1/11/2002  | 0.00001  | -        | -        | 0.00001  | 0          | 
|1/10/2002  | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 20,000     | 
|1/9/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|1/8/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 50,000     | 
|1/7/2002   | 0.00001  | -        | -        | 0.00001  | 0          | 
|1/4/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 40,000     | 
|1/3/2002   | 0.00001  | 0.00001  | 0.00001  | 0.00001  | 100,000    | 
|1/2/2002   | 0.00002  | -        | -        | 0.00002  | 0          | 



During the times material to this annual
report, the Company had approximately 852 shareholders with share
certificates.  An additional number of shareholders maintained shares
through the nominee name of Cede & Company, which is the name for shares
held by the Depository Trust and Clearing Corporation.  The Company
believes that approximately 600 persons held shares under the nominee
name at any given time during fiscal year 2002.  As such, the Company
estimates that it had between 1400 and 1500 shareholders during the material
times.

The Company does not issue any cash
dividends at the present time, and it does not anticipate the payment of cash
dividends in the future.  There are not and were not equity
compensation plans in place during the fiscal year 2002.

There are no securities to be issued
upon the exercise of outstanding options, warrants and rights.

6

---

ITEM
6.  SELECTED FINANCIAL DATA

As a
smaller reporting company, we are not required to provide the information
required by Item 301 of Regulation S-K.

ITEM 7.  MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.During fiscal year 2002, the Company did not have any
operations or access to cash.  The Company was essentially dormant. 
Because of the dormant nature of the Company, its capital stock is extremely
volatile and illiquid.  The Company is past due with its annual reports,
and this could result in the Securities and Exchange Commission choosing to take
action to deregister the Company.  Unless the Company can locate an
investor and a business opportunity, it most likely cannot continue as a going
concern.  This means that investors could lose all of their money that they
invested into the stock.  The Company had no operations, and this presents
a dangerous situation to investors.

ITEM 8.   FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA

See the attached Exhibits and
Annexes consisting of the financial statements and notes
thereto.

ITEM 9.  CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

During the time period of this annual
report, our Company was dormant.  We did not perform the necessary audits
in a timely manner.  Our prior auditor, Arthur Andersen LLP, no longer
operates and has not operated for several years.  Because of this, in early
2010, we retained Berman W. Martinez y Asociados, of Managua, Nicaragua. 
BWMA is registered with the Public Company Accounting Oversight Board.

There have been no disagreements with
BWMA as to the financial statements and notes thereto contained
herein.

ITEM
9A(T).  CONTROLS AND PROCEDURES

Present management of the Company
concluded that, during the material times of this report, inadequate and
ineffective controls and procedures were in place.  Specifically,
although the Company was dormant and conducted no known financial
transactions, prior management does not appear to have kept adequate records or
notes that would have enabled present management to effectively certify the
activities of the Company.

During the time period of this report,
the Company was dormant.  Although statutory provisions that now exist
regarding management's responsibility for establishing and maintaining adequate
internal control over financial reporting for the registrant did not exist,
management still had a fiduciary duty to do so.  However, to the best of
the knowledge of present management, no adequate internal controls existed and
records were not kept.  Present management believes that prior management
should have maintained entries into their books even though no transactions
occurred.  Therefore, present management does not believe that the internal
controls were effective.

This annual report does not include an
attestation report of the company's registered public accounting firm regarding
internal control over financial reporting. During the fiscal year that is the
subject of this report, management's report was not subject to attestation by
the company's registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the company to provide only
management's report in this annual report."

There were no changes to internal
control over financial reporting during this fiscal year.

ITEM 9B.  OTHER
INFORMATION

During this fiscal year, no known
information that was required to be disclosed in a report on Form 8-K during the
fourth quarter of the year or any other quarter occurred.  The Company was
dormant and conducted no business.



7

---

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS,
AND CORPORATE GOVERNANCE

Subsequent to the fiscal year of this
report, new management has been appointed.  The content of this report was
created by new management, not management in place during this fiscal
year.

Gary L. Steib, 58, was the sole known
director and officer during the material times.  Mr. Steib was the Chief
Financial Officer of the Company during the time the restaurant chain
existed.  He began his relationship with the Company in 1994.  Mr.
Steib resigned on January 29, 2008.

Family Relationships: There are no other
family relationships among our executive officers, directors and principal
shareholders.

Audit Committee and Audit Committee
Financial Expert: Our Board of Directors did not have an Audit Committee and
does not have an Audit Committee Financial Expert.

Compensation Committee: Our Board of
Directors did not have a Compensation
Committee.

Section 16(a) Beneficial Reporting
Compliance: Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than 10% of a registered class of our equity securities, to file with the
SEC initial reports of ownership and reports of changes in ownership of common
stock and other of our equity securities. These insiders are required by SEC
regulations to furnish us with copies of all Section 16(a) forms they file,
including Forms 3, 4 and 5. To our knowledge, during the fiscal year there were
no late filings. In fact, there were no shares issued during the fiscal
year.

Code of Ethics: We have not yet adopted
a Code of Ethics for our executive officers.

ITEM 11.  EXECUTIVE
COMPENSATION

During fiscal year 2002, there was no
known executive compensation.  The Company was dormant during this
time period and there were no known payments, or agreements to pay,
the executives and directors who were in place.

No shares, options, or warrants were
issued to officers or directors during the fiscal year.



8

---

ITEM 12.  SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS

The following table sets forth as of the date of
this report, certain information with respect to the beneficial ownership of our
voting securities by (i) each person or group owning more than 5% of the
Companys securities, (ii) each director, (iii) each executive officer and (iv)
all executive officers and directors as a group. The information presented in
the table is based on 4,382,916 shares (equivalent to 438,291,600
post-split shares) in existence as of December 31, 2002.



|Name and                                                                            |  |          |              | Amount and           |  |                                       | 
|----------------------------------------------------------------------------------- |  | -------- | ------------ | -------------------- |  | ------------------------------------- | 
|Address of                                                                          |  | Title of |              | Nature of
Beneficial |  | Percent of                            | 
|Beneficial Owner(1)                                                                 |  | Class    |              | Ownership            |  | Class                                 | 
|                                                                                    |  |          |              |                      |  |                                       | 
|Gary Steib, director at
material times, 24 Saddlebrook Trail, Greensburg, PA 
15601 |  |          | Common Stock |                      |  | 3,000 presplit
or
300,000 post split  | 
|All Directors and Officers
of the Company as a group                                |  |          | Common Stock |                      |  | 3,000 presplit or 300,000
postsplit
 | 

* - less than 1%



Except as otherwise indicated each
person has the sole power to vote and dispose of all shares of common stock
listed opposite his name. Each person is deemed to own beneficially shares of
common stock which are issuable upon exercise or warrants or options or upon
conversion of convertible securities if they are exercisable or convertible
within 60 days of the date of this report.

ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Transactions:  During the
fiscal year 2002, the Company did not enter into any related
transactions.

Director
Independence:   The Company does not believe we have any
independent directors under the definition of independent director set forth
in the Rules of NASDAQ, Marketplace Rule 4200(a)(15).

As stated in Item 10 above, Gary L.
Steib was our sole known director during the material times.  We do not
assert that Mr. Steib, as the sole known director, was independent in any way
within the meaning of Regulation S-K or any other applicable definition. 
As sole director, Mr. Steib essentially maintained complete control over
the company and its transactions.



9

---

ITEM 14.  PRINCIPAL ACCOUNTING FEES
AND SERVICES

AUDIT
FEES:

The following lists fees billed by
Berman W. Martinez y Asociados, current auditors for the Company, for the years
ended December 31, 2002 and 2001:

|                   |  | 2002 |        | 2001 |  
|------------------ |  | ---- | ------ | ---- | -
|Audit Fees         |  | $    | 275.00 |      | $
|Audit Related Fees |  |      | -      |      |  
|Tax Fees           |  |      | -      |      |  
|All Other Fees     |  |      | -      |      |  



AUDIT
COMMITTEE APPROVAL POLICIES AND PROCEDURES

During the time period of this report,
the Company was dormant.  It had no audit committee.  Presently, the
board of directors acts as the Company's Audit Committee.  However, the
board of directors were not members of the Company during the period in
question. The present Audit Committee does not have a financial expert
serving on its committee at this time due to the size and nature of the Company.
All audit and non-audit services were obtained after the fiscal year in
question, and were approved by the Audit Committee, which consists of the
members of the board of directors which considers, among other things, the
possible effect of the performance of such services on the auditors'
independence. The Audit Committee approves the annual engagement of the
principal independent registered public accounting firm, including the
performance of the annual audit and quarterly reviews for the subsequent fiscal
year, and approves specific engagements for tax services performed by such firm.
The Audit Committee has also established policies and procedures for certain
enumerated audit and audit related services performed pursuant to the annual
engagement agreement, including services associated with SEC filings
approved by the Board of Directors; review of periodic reports and other
documents filed with the SEC or other documents issued in connection with
filings, such as comfort letters and consents; assistance in responding to any
SEC comment letters, if any; and consultations with such firm as to the
accounting or disclosure treatment of transactions or events and the actual or
potential impact of final or proposed rules, standards or interpretations by the
SEC, Public Company Accounting Oversight Board (PCAOB), Financial Accounting
Standards Board (FASB), or other regulatory or standard-setting bodies. The
Audit Committee is informed of each service performed pursuant to its policies
and procedures. The Audit Committee has considered the role
of Berman W. Martinez y Asociados in providing services to us for
the fiscal year ended December 31, 2002 and has concluded that such services are
compatible with such firm's independence.



10

---



PART IV

ITEM 15

EXHIBITS, FINANCIAL STATEMENTS, AND
SCHEDULES

Reports on Form 8-K

None.







**ACCREDITED BUSINESS CONSOLIDATORS CORP.**





SIGNATURES





Pursuant to the requirements of Sections 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.





|                     | Accredited Business Consolidators
Corp.
|-------------------- | ---------------------------------------
|                     |                                        
|Date: March 10,
2010 | /s/ Joanna
Chmielewska                 
|                     | Joanna Chmielewska                     
|                     | President and Chief Financial
Officer  





---



EXHIBIT

**Berman W. Martinez y Asociados
Contadores Publicos Autorizados**

**Managua, February 18,
2010**

REPORT OF INDEPENDENT AUDITORS

To Members of the BoardACCREDITED BUSINESS CONSOLIDATORS CORP.

We have audited the accompanying consolidated balance sheet of ACCREDITED
BUSINESS CONSOLIDATORS as of 31 December 2002 and the related statements of
income, statement of changes in equity and cash flows for the year ended 31
December 2002 and a summary of significant accounting policies and other
explanatory notes.

Responsibility for the administration of the financial statements

The administration of ACCREDITED BUSINESS CONSOLIDATORS CORP. is responsible
for the preparation and fair presentation of financial statements in accordance
with International Accounting Standards (IAS's) issued by the International
Federation of Accountants (The International Federal of Accountants IFAC). 
This responsibility includes:  designing, implementing and maintaining
internal control relevant to the preparation and submission of financial
statement, which do not contain significant errors, whether due to fraud or
error, as well as selecting and applying appropriate accounting policies and
making accounting estimates that are reasonable in the circumstances.

Auditor liability

Our responsibility is to express an opinion on the financial statements taken
as a whole.  We conducted our audit with the rules of the Public Company
Accounting Oversight Board (PCAOB) in the United States.  These standards
require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
presented without misstatement.

An audit involves using procedures to obtain audit evidence about the amounts
and disclosures in the financial statements mentioned.  The procedures
selected depend on the auditor's opinion, including assessment of the risks that
this statement misstatement, whether due to fraud or error.  In conducting
risk assessments, the auditor considers internal controls relevant to the
preparation and fair presentation of ACCREDITED BUSINESS CONSOLIDATORS
CORP. Financial statements, to design audit procedures that are appropriate
in the circumstances, but not with the purpose of expressing an opinion on the
effectiveness of internal controls of ACCREDITED BUSINESS CONSOLIDATORS
CORP.  An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management,
as well as evaluating the overall presentation of the financial statements and
its explanatory notes.

We believe that the audit evidence obtained is sufficient and appropriate to
provide a basis for our opinion.  We have also evaluated the accompanying
financial statements, notes and annexes ACCREDITED BUSINESS CONSOLIDATORS CORP.
as of 31 December, 2002.

Our audit was conducted for the purpose of expressing an opinion on the
financial statements attached.  The information presented in Annexes I to
IV, are presented for purposes of additional analysis and is not a required part
of the financial statements, such information has been subjected to the auditing
procedures applied to financial reporting and, in our opinion, presents fairly
in all material respects, in relation to the financial statements taken as a
whole.

Opinion

In our opinion the accompanying balance sheet of ACCREDITED BUSINESS
CONSOLIDATORS CORP. as of 31 December 2002 and the related income statement,
statement of changes in equity and cash flows for the period to 31 December 2002
and as the summary of significant accounting policies and other explanatory
notes present fairy, in all material respects, the financial situation of
ACCREDITED BUSINESS CONSOLIDATORS CORP., in accordance with International
Generally Accepted Accounting Principles.

Emphasis on the Warning

The financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in the notes to the financial
statements, the company has no money, no assets or income.  This raises
substantial doubt about its ability to continue as a going concern.

The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.  We also note that we rely on the
representations of current management of ACCREDITED BUSINESS CONSOLIDATORS CORP.
and the fact that the company was dormant.  We found no record to review or
verify transactions.

It is understood that this report is only for information and use of the
management of ACCREDITED BUSINESS CONSOLIDATORS CORP., however, once authorized
by the Board, is a matter of public record and its distribution is not
restricted.

/s/ Berman W. Martinez MartinezAuthorized Public Accountant

Direccion Rubenia C28  Telefono [505] 22222198 - 22663124 Fax 22223032
Apartado: 1488   Miembro de la Camara Nicaraguense de Contadores
Publicos y Consultores

ANNEX I

ACCREDITED
BUSINESS CONSOLIDATORS CORP.

BALANCE SHEET

December 31,
2002

Expressed in
Dollars



|ASSETS                                                                                               |   |   |             
|---------------------------------------------------------------------------------------------------- | - | - | ------------
|                                                                                                     |   |   |             
|Current assets:                                                                                      |   |   |             
|                                                                                                     |   |   |             
|Cash                                                                                                 |   |   | $0.00       
|                                                                                                     |   |   |             
|TOTAL ASSETS:                                                                                        |   |   | $  0.00     
|LIABILITIES                                                                                          |   |   |             
|                                                                                                     |   |   |             
|Current liabilities:                                                                                 |   |   |             
|                                                                                                     |   |   |             
|Accounts payable                                                                                     |   | $ | 0.00        
|Advances from stockholders                                                                           |   | $ | 0.00        
|                                                                                                     |   |   |             
|TOTAL
LIABILITIES                                                                                    | $ |   | 0.00        
|CAPITAL                                                                                              |   |   |             
|Stockholders'
equity                                                                                 |   |   |             
|                                                                                                     |   |   |             
|Preferred stock, $0.001 par value,
10,000,000 shares authorized, no shares issued or
outstanding     |   |   | $       0.00
|                                                                                                     |   |   |             
|Common stock, $0.01 par value, 20,000,000
shares authorized, 4,382,917 shares issued and outstanding |   |   | $43,829     
|Less par value of common stock in
treasury (18,921 shares at $.01 par)                               |   |   | -$189       
|Additional paid-in capital                                                                           |   |   | 0           
|                                                                                                     |   |   |             
|Adjustments to shareholder's equity                                                                  |   |   | -$43,640    
|                                                                                                     |   |   |             
|Total Capital                                                                                        |   |   | $ 0         
|LIABILITIES AND STOCKHOLDER EQUITY                                                                   |   | $ | 0           

The accompanying notes are an
integral part of the financial statements.







ANNEX II

**ACCREDITED BUSINESS CONSOLIDATORS CORP.**

STATEMENTS OF OPERATIONSDecember 31, 2002

Expressed in Dollars



|                                                                         |  |              |           |   |              |  
|------------------------------------------------------------------------ |  | ------------ | --------- | - | ------------ | -
|                                                                         |  | Year         |           |   | Year         |  
|                                                                         |  | Ended        |           |   | Ended        |  
|                                                                         |  | December 31, |           |   | December 31, |  
|                                                                         |  | 2002         |           |   | 2001         |  
|REVENUE                                                                  |  |              |           |   |              |  
|Revenues                                                                 |  | $            | 0         |   |              | $
|TOTAL INCOME                                                             |  |              |           |   |              |  
|EXPENDITURE                                                              |  |              |           |   |              |  
|                                                                         |  |              |           |   |              |  
|General and administrative                                               |  |              | 0         |   |              |  
|                                                                         |  |              |           |   |              |  
|Profit (or loss) before income
taxes                                     |  |              | 0         |   |              |  
|Provision for income taxes                                               |  |              | 0         |   |              |  
|Profit
(or loss)                                                         |  | $            | 0         |   |              | $
|                                                                         |  |              |           |   |              |  
|Net
income for basic and elucidated by the weighted average common
share |  | $            | (.00      | ) |              | $
|                                                                         |  |              |           |   |              |  
|Weighted average common shares
outstanding                               |  |              | 4,382,917 |   |              |  





The
accompanying notes are an integral part of the financial statements.











ANNEX III



**ACCREDITED BUSINESS CONSOLIDATORS
CORP.CASH FLOW STATEMENTSAt December 31, 2002**

**Expressed in Dollars**



|                                                   |  | Year        |   |  | Year        |  
|-------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                   |  | Ended       |   |  | Ended       |  
|                                                   |  | December 31 |   |  | December
31 |  
|                                                   |  | 2002        |   |  | 2001        |  
|Cash flows from operating
activities:              |  |             |   |  |             |  
|                                                   |  |             |   |  |             |  
|Net loss                                           |  | $           | 0 |  |             | $
|                                                   |  |             |   |  |             |  
|                                                   |  |             |   |  |             |  
|Adjustments
to reconcile net loss to net cash used |  |             |   |  |             |  
|Note payable issued in exchange for
services       |  |             | 0 |  |             |  
|Common stock issued for
services                   |  |             | 0 |  |             |  
|Merger acquisition costs                           |  |             | 0 |  |             |  
|Changes in assets and
liabilities:                 |  |             |   |  |             |  
|Accrued interest payable                           |  |             | 0 |  |             |  
|Account payable                                    |  |             | 0 |  |             |  
|Net cash used in operating
activities              |  |             | 0 |  |             |  
|Cash flows from investing
activities:              |  |             | 0 |  |             |  
|Net cash flows from investing
activities           |  |             | 0 |  |             |  
|Cash flows from financing
activities:              |  |             |   |  |             |  
|                                                   |  |             |   |  |             |  
|Issuance of preferred stock for
cash               |  |             | 0 |  |             |  
|Issuance of common stock for
cash                  |  |             | 0 |  |             |  
|Advances
from stockholders                         |  |             | 0 |  |             |  
|Net cash provided by financing
activities          |  |             | 0 |  |             |  
|Net change in cash                                 |  |             | 0 |  |             |  
|                                                   |  |             |   |  |             |  
|Cash at the beginning of
period                    |  |             | 0 |  |             |  
|Cash at the end of period                          |  | $           | 0 |  |             | $



The
accompanying notes are an integral part of the financial statements.





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

ANNEX IV



**ACCREDITED BUSINESS CONSOLIDATORS CORP.**



NOTES
TO FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER
2002



Note 1. SUMMARY OF ACCOUNTING POLICIES



Organization and business



Accredited Business
Consolidators Corp. (the Company or Accredited) was organized in 1990 under
the name Fornello USA Inc.  Accredited finally changed its
name to The Italian Oven, Inc., to reflect the operation of various Italian
restaurants.  However, in October, 1996, the company had no
funds to sustain itself, and filed for protection under Chapter 11 of
the Federal Bankruptcy Code, presented a plan to the Bankruptcy Court,
which stripped [it] of all assets, including intellectual
property,  the plan provided no payment to shareholders, but did
not cancel or terminate the common shares of the company.  The
Bankruptcy Court of the United States for the Western District of
Pennsylvania approved the bankruptcy plan and on 17 July 1998, the
company emerged from
bankruptcy.           
After the company emerged from bankruptcy, and until 31 December 2002,
the company did not conduct any business.  It had no operations or
assets.  Instead, it simply remained dormant while the
administration sought an opportunity for its shareholders.  The
Company has no restaurants and is not affiliated with the restaurants
that bear [its] name.



Basis of presentation and
the ongoing uncertainty



The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, income statement, and cash
flows of the Company for all periods presented have been
made.   Specifically, during the relevant time periods, the
company had no operations or assets, and no accumulated
debt.



Certain information and disclosures in the notes are included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted. The results of
operations for the current fiscal quarter are not necessarily indicative of the
operating results expected for any subsequent fiscal year.



The financial statements of
the Company have been prepared assuming the Company will continue as a going
concern. However, the company has no assets or working capital and no business
operations. These conditions, among others, give rise to serious doubts about
the ability of the Company to continue as a going concern. There is
no guarantee that the measures taken by the management will meet
all of the needs of the company to continue as a going concern. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



Management
estimates



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



Note 2.
RELATED PARTY TRANSACTIONS



Since at least 1998, Gary L. Steib was the sole officer of the company,
however, did not own a control position of the company, and he owned less than
1% of the outstanding shares of Accredited Business Consolidators
Corp.



There have been no transactions or securities transactions by the control person
during the times material to this report.

Note 3. COMMITMENTS AND
CONTINGENCIES



As of 31
December 2002, the Company is not subject to contingencies or commitments
or obligations under lease commitments.



Note 4. 
GOING CONCERN



At 31
December 2002, the Company has no working capital. As such, the
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. The company does not have sufficient working
capital for its planned activities, which raises substantial doubt about its
ability to continue as a going concern.   Continuation of the company
as a going concern depends on obtaining additional working capital. 
In addition, the Company has no business model, no business plan, and no
business.  Basically, the Company will remain inactive until financing
is obtained and/or management creates a business plan or find a merger
partner.



EXHIBIT 23

Berman W.
Martinez y Asociados Contadores Publicos Autorizados

PCAOB
REGISTERED

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use, in the statement on Form 10K of Accredited Business
Consolidators Corp. of our report dated February 18, 2010, on our audit of the
financial statements of Accredited Business Consolidators Corp. as of December
31, 2002 and the related statements of operations, stockholders' equity and
cash flows for the year ended December 31, 2002 and the reference to us as
experts or auditors.

|/S/ BERMAN W. MARTINEZ MARTINEZ
---------------------------------
Berman W. Martinez Martinez
Authorized Public Accountant
Managua, Nicaragua
February 18, 2010
|---------------------------------------------------------------------------------------------------------------------------------------------------------------





EXHIBIT 31.1



CERTIFICATIONS



I, Joanna Chmielewska, certify that:



1. I have
reviewed this Annual on Form 10-K of Accredited Business Consolidators
Corp.;



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



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



4. I am
presently responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a
 15(f) for the registrant and have:



(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
except that in this instance I was not an officer at the time the data was
accumulated in this report and based the information on third party information
obtained from prior officers and their legal counsel, of which I believe to be
true;



(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;



(c) Evaluated the effectiveness of the registrants disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation, but note that I was not
an officer at the time period in this report and based the information on data
received from the companys prior officers; and



(d) Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial reporting;
and



5. I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants audit committee of the registrants
board of directors (or persons performing the equivalent functions):



(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrants ability to record, process,
summarize and report financial information; and



(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal control over
financial reporting.





|Date: March 10,
2010 | /s/ Joanna
Chmielewska               
|-------------------- | -------------------------------------
|                     | Joanna Chmielewska                   
|                     | President and Chief Financial
Officer







EXHIBIT 32.1



CERTIFICATION PURSUANT TO

18 U.S.C. § 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report on Form 10-K of Accredited
Business Consolidators Corp. (the Company) for the 2002 fiscal year, as filed
with the Securities and Exchange Commission on the date hereof (the Report),
the undersigned President, and sole financial officer of the Company, certifies,
to the best of her knowledge, information, and belief of the signatory, pursuant
to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 that:



(1) The Report complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.





|/s/ Joanna Chmielewska                | 
|------------------------------------- | 
|President and Chief Financial
Officer | 
|Date: March 10,
2010                  |