U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-KSB
                                   -----------

                                   (Mark One)

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

                   For the fiscal year ended December 31, 2004

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

        For the transition period from                 to
                                       ---------------    ---------------

                        Commission file number 000-33339

                               Nicklebys.com, Inc.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

           Colorado                                              84-1494708
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

    7393 West 44th Avenue, Suite #1
         Wheat Ridge, Colorado                                          80033
----------------------------------------                              ----------
(Address of principal executive offices)                              (Zip Code)


                    Issuer's telephone number (303) 425-0607

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


                                                 Name of each exchange on
        Title of each class                         which registered

              None
-------------------------------                  -------------------------


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

                         Common Stock, $.0001 par value
                         ------------------------------
                                (Title of class)

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information


                                        1
<PAGE>






statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $37,679.

Of the 2,901,011 shares of voting stock of the registrant issued and outstanding
as of December 31, 2004, 1,073,706 shares are held by non-affiliates. Because of
the  absence  of an  established  trading  market  for  the  voting  stock,  the
registrant is unable to calculate the aggregate market value of the voting stock
held by non-affiliates as of a specified date within the past 60 days.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10_KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification. None.

Transitional Small Business Disclosure Format:  Yes       No  X
                                                   -----    -----


                                     PART I
                                     ------

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

     (a)  Business Development.
          ---------------------

We were incorporated in Colorado on January 13, 1999. From  incorporation  until
August  2003,  we focused on  acquiring  and offering for auction on an Internet
site we developed fine art,  antiques and  collectibles.  We sought to rely on a
broad selection of quality items, a user-friendly web site, customer service, an
alliance with eBay and a money-back guarantee to attract customers and build our
business.  Our  operations  did not fulfill our  business  objectives  or attain
profitability for several reasons, including undercapitalization, our failure to
obtain sufficient market  penetration on the Internet,  industry  conditions and
general economic conditions which limited the availability of disposable income.
As a result,  in August 2003,  our Board of Directors  approved a  restructuring
plan designed to attain  profitability by reducing expenses,  terminating all of
our employees and hiring a related entity to manage our business in exchange for
a commission on sales. Our restructuring plan did not succeed, and, in mid-2004,
we determined to terminate our active  business,  sell our remaining  inventory,
and capitalize on what we perceived to be our most marketable  asset, our status
as a public company, by seeking to merge with a privately-held operating company
whose business and prospects may afford our  shareholders  with the  opportunity
for capital  appreciation  and other benefits of  profitability  which we cannot
provide to our shareholders.  At December 31, 2004, we had terminated  business,
sold most of our assets  and  inventory  and had few  remaining  liabilities  or
assets.  As a result of our  investigation  of  potential  merger  partners,  on
January  18,  2005,  we entered  into a letter of intent to merge  with  Telzuit
Technologies,  LLC, a Florida limited  liability company which is developing and
marketing a heart monitoring device.

Because our active  business  has ceased and we are  liquidating  our assets and
paying  remaining  obligations in preparation for a merger or other  combination
with another company, the description of our business is for historical purposes
and to provide a context for our current plans.

Inventory of Fine Art, Antiques and Collectibles
------------------------------------------------

As a principal means of conducting our business,  we developed an Internet-based
auction in which buyers were provided an  entertaining,  intuitive,  easy-to-use
environment to browse and buy a variety of artwork and collectibles. We launched
a second  Internet-based  auction  in  order  to  enable  other  art  galleries,
showrooms,  antique  dealers,  designers,  art  service  providers  and  related
businesses to take advantage of our interactive  auction and other  technologies
and web traffic.  Our business was  conducted on our a web site on the Internet,
previously located at http://www.nicklebys.com,  to offer a variety of fine art,
antiques and  collectibles.  Having  determined to  discontinue  operations,  we
terminated our website.  At December 31, 2004, we had sold or transferred all of
our remaining inventory of those items to pay obligations.

During our  operations,  the Italian oil  paintings  comprised a  collection  of
original, fine oil paintings from six prominent,  contemporary, Italian artists,
including  Nino,  Radolfo  Tonin,  , Maria Luisa  Liberti,  Antonio  Iannicelli,
Giacomo Natali,  Raffandre,  Antonio Sannino,  Farina,  Flores, Antonio Gravina,
Ferruccio Marinosci, Temistocle Scola and Angelo Romby, representing a number of
Italian cities.  We sold each piece with a biography of the artist, a full color
photograph,  a certificate of  authenticity  and an appraisal.  Our inventory of
contemporary   works  of  art  included   serigraphs,   etchings,   lithographs,
mezzotints,  engravings and other  contemporary  artworks from the 1950's to the
present by artists  including Alvar,  Thomas McKnight,  Steve Bloom,  Neal Doty,
Robert  Katona,  Peter Max, Bill Mack,  G.H.  Rothe,  Claude  Pissarro and Leroy
Neiman.  Our collection of modern  masters was comprised of artworks,  including
woodcuts,  serigraphs and pastels, by six of the most significant artists of the
20th century,  including Picasso, Miro, Chagall,  Salvador Dali, Claude Pissarro
and Paule'mile  Pissarro.  Our original  paintings  included oils,  acrylics and
watercolors  by such  artists  as  Robert  Katona,  Alexander  Sheversky,  Katia
Pissarro and Frank Howell.


                                        2
<PAGE>






We obtained and sold antique art  inventory  includes oil  paintings,  etchings,
photogravure,  lithographs,  drawings,  engravings,  collotypes,  monoprints and
other items dating back to the 18th century by artists, including, among others,
Arthur  W.  Hall,  Henri  de  Toulouse  Lautrec,   Rembrandt,   Cora  Smith  and
Pierre-Auguste Renoir. We auctioned and sold southwestern art including original
oil and acrylic  paintings,  lithographs,  serigraphs and bronze sculptures from
prominent Native American and southwest artists,  including, but not limited to,
Earl Biss,  Frank Howell,  Larry Fodor,  B.C.  Nowlin,  Frederick  Remington and
Robert  Katona.  We also  dealt in new and used  fine art  books  and  catalogue
raisonne of works of art by, among others,  Fernando Botero, Edgar Degas, Eyvind
Earle,  John Kelly,  Michelangelo,  Jean-Francois  Millet,  Claude Monet,  Leroy
Neiman, Rembrandt and Vincent Van Gogh.

New and antique sculpture  collections  included bronze,  silver,  gold, spelter
and/or marble  sculptures  from  traditional  to avant garde by artists such as,
Mayer,  Charles  Bragg  and  Torriane.  Our  sales of  antiques,  artifacts  and
collectibles included,  without limitation,  lithographs,  silk screens,  leaded
windows,  busts,  vases,  urns,  jars,  plates,  clocks,  furniture,  figurines,
carvings  and  pottery.  We offer a limited  selection  of fine gold,  platinum,
sterling silver, diamond and other jewelry, including rings, earrings, bracelets
and pendants.  We obtained and sold  decorative art pieces  primarily  including
crystal compotes, glassware, screens, figurines and vases. The "wholesale" items
that we offered  included  limited  edition  prints,  posters and  reproductions
available at wholesale prices from artists such as Larry Fodor,  Earl Biss, G.H.
Rothe, Robert Katona, Louis Icart, Bill Mack and Maxfield Parrish.

We obtained  inventory  of these  items from,  among  others,  estates,  private
parties,  collectors  and  publishers.  We also sold a  limited  number of items
online that were consigned to us from the personal  collections of our executive
officers, including Messrs. Scott M. Thornock and Bruce A. Capra, and others. We
reimbursed  Mr.  Thornock  the sums of  $48,805  and  $132,105  for  artwork  he
purchased on our behalf for the 2003 and 2002 fiscal years, respectively.

Online Auctions
---------------

Our  web  site  was  organized  into  thirteen   separate   "auction  rooms."  A
high-resolution  photograph  of each  available  item,  together with a detailed
description of the item, its dimensions,  condition and availability,  a picture
and/or a biography of the artist,  the technology of  production,  the mounting,
whether the item is signed, the identity and location of the publisher and other
relevant  information,  were displayed in each room.  Auctions were conducted in
each room in real time and on a continuous  basis;  i.e.,  twenty-four hours per
day,  seven days per week.  Each item was offered  for bid,  on  average,  for a
period of seven to fourteen days. Our auction site was  interactive so that each
bidder  was  required  to enter his bid online  and was  notified  if his bid is
surpassed by the bid of another bidder,  and then given sufficient time to enter
a new bid. Upon our acceptance of the final bid, the highest bidder was notified
of  acceptance  and given  detailed  instructions  to  consummate  the purchase.
Payment was made by credit cards and escrow accounts.  We e implemented security
measures,  including, among others, layering, locking, encryption and firewalls,
in order to  secure,  to our best  ability  as of the date of this  report,  the
commercial transactions conducted on our web site.

We utilized an alliance with eBay,  Inc., the largest existing auction house and
online  retailer,  to afford us a notable  presence  on eBay's  home page on the
Internet.

Retail Sales
------------

In June 2003, we moved our retail  showroom  from 12441 West 49th Avenue,  Suite
One, Wheat Ridge, Colorado 80033, to 7393 W. 44th Avenue, Wheat Ridge, CO 80033.
We have terminated the month-to-month lease on those premises, have no remaining
liability from our occupancy, and no longer operate any sales or other facility.

Marketing
---------

During the final months of our operations, we relied entirely on Estate Traders,
LLC  for  all of our  promotion,  marketing  and  advertising  and  developed  a
strategic  alliance  with eBay,  Inc.,  the largest  existing  auction house and
online retailer, to obtain a presence on eBay's home page on the Internet.

Our  agreement  with  eBay was  verbal  and has been  terminated.  We paid a 20%
commission  on the sale of each item listed on eBay from which we have  realized
approximately  $99,000,  $275,165  and  $111,374 in revenue  from our  strategic
alliance with eBay during the year ended  December 31, 2003,  2002, and the year
ended December 31, 2001, respectively. These amounts represented the gross sales
price of  merchandise  sold on eBay during each year,  less, for 2002, the total
sales  commissions  we paid eBay on a monthly  basis  and,  for 2001,  the total
listing fees and sales  commissions  paid eBay monthly.  All funds  received for
items sold on eBay are  collected  from the  purchaser.  We did not  receive any
funds from eBay for sales of merchandise listed on eBay.

Customer Service
----------------

We also provided:

o    Product  guarantee,  including a written appraisal of the value of the item
     at the time of purchase  and a  fourteen-day  refund if the shipment is not
     satisfactory;


                                        3
<PAGE>






o    Customer service guarantee of a three-day response time for all inquiries;

Historically,  merchandise  returned  for  a  refund  within  fourteen  days  in
accordance with our product guarantee represents less than .01% of our net sales
revenue.  To date, we have incurred no liabilities  with respect to our customer
service  guarantee,   privacy  guarantee  or  security  guarantee.  Because  our
liability  with regard to our product  guarantee is limited to the refund of the
price of the merchandise  purchased and, with respect to our security guarantee,
there  is a  limitation  of  liability  of $50  per  incidence  of  unauthorized
interception  and use of a customer's  credit  card,  we do not  anticipate  any
liability with regard to either guarantee.  In addition,  we do not anticipate a
circumstance  creating any liability from our security guarantee,  except in the
event that a third party  gained  unauthorized  access to  customer  information
through  our web site,  because  we did not sell,  trade or rent our  customers'
personal  information to other  companies.  We could be at risk for losses under
our privacy  guarantee if a third party gained  unauthorized  access through our
web site to customer information.  Since no such claim has arisen, we doubt that
any claim will be asserted.

Technology and Network Operations
---------------------------------

We implemented services and systems for site management,  searching and customer
interaction through a custom software system for

o    Displaying merchandise in an organized, logical and customer-friendly way;

o    Accepting, verifying, organizing and managing customer orders;

o    Notifying and updating customers of order status;

o    Managing shipment of products; and

o    Electronic-commerce.

o    These systems and services  employed a combination  of our own  proprietary
     technologies and commercially available,  licensed technologies.  We used a
     non-exclusive  license from an  unaffiliated  third party to use a shopping
     cart commerce application.

Our  operating  system was RedHat Linux 6.2 with kernel  2.2.16 and our software
platform and architecture was integrated with Apache/1.3.12  Ben-SSL/1.41 (Unix)
mod_perl/1.24 web software and database  software mSQL v2.0.11.  Although we had
developed  certain  software  for our  website and other  operations,  we do not
ascribe any value to that  intellectual  property  and do not  believe  that any
third party would wish to acquire it.

Intellectual Property
---------------------

We did  not  file an  application  to  secure  registration  for our  trademark,
"Nicklebys.com,"  or to obtain  copyright  protection  for our  software  in the
United States or any other country.  As such,  and given the  termination of our
operations,  we ascribe no value to any item of intellectual  property we own or
in which we have any rights.

Employees
---------

As of the date of this report,  we have no  employees.  Activities in connection
with the  liquidation  of our assets and  termination  of  business,  as well as
taking  actions to obtain a  definitive  agreement,  conduct due  diligence  and
otherwise  complete  the  merger  with  Telzuit  Technologies,   LLC  are  being
undertaken  principally by our chief executive  officer,  Scott Thornock without
compensation.

Previously,  for his services as president, Mr. Bruce Capra received, from March
1999 to May 2003, a salary of $60,000 per annum in addition to medical insurance
benefits under a group medical insurance  benefits plan. Mr. Thornock,  received
no cash  compensation for his services except medical  insurance  benefits under
the  group  plan  commencing  March  1999 and  ending  May 2003.  No other  cash
compensation  has been awarded to,  earned by or paid to either Mr. Capra or Mr.
Thornock since our  organization  for all services each individual has performed
in all capacities for Nicklebys.com and our subsidiaries. From June 2003 through
December  2003,   neither  Mr.  Capra  nor  Mr.   Thornock   received  any  cash
compensation.  At December 31, 2004, we owed Mr. Capra and Mr. Thornock  $15,000
and $5,000,  respectively,  for services during 2004. Subsequent to December 31,
2004,  we  transferred  to Messrs.  Capra and  Thornock  certain  items from our
remaining inventory,  acquired at a cost of approximately  $20,000 and valued on
our books at  approximately  $5,370,  for the  cancellation  of an  aggregate of
$20,000 in accrued claims by them.



                                        4
<PAGE>






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

Prior to the termination of our business, our executive offices and art showroom
were located at 7393 44th Avenue,  Suite One, Wheat Ridge,  Colorado 80033.  The
facility,  a storefront  location comprised of approximately  1,500 square feet,
was leased  from  Estate  Traders,  LLC at a base  rental  rate  included in the
commission fee we received from the lessor's sales of our inventory. The term of
the lease was month-to-month,  such that our termination did not create any debt
or other obligation. Currently, Mr. Thornock is conducting remaining business of
the Company from the offices of another business, for which we are not charged.

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

As of the  date of this  report,  neither  we nor our  subsidiaries,  Nickleby's
Auction  Gallery and Art Exchange  knows of any legal  proceedings  to which any
said  company  is a party or to which the  property  of any said  company is the
subject  that  are  pending,  threatened  or  contemplated  or  any  unsatisfied
judgments against Nicklebys.com or our subsidiaries.

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

No matter  was  submitted  during the  fourth  quarter of the fiscal  year ended
December  31,  2003,  covered  by this  report,  to a vote of our  shareholders,
through our solicitation of proxies or otherwise.


PART II
-------

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

(a)  Market Information, Holders and Dividends.
-----------------------------------------------

(i)  Market Information.
------------------------

Our common  stock has been traded  under the symbol  NBYS.OB on the OTC Bulletin
Board system. There has been no established public trading market for the common
stock since our  inception  on January 13,  1999.  We have  2,130,000  shares of
common stock  subject to  outstanding  options  exercisable  to purchase  common
stock.  All of our  2,901,011  shares of common stock could be sold  pursuant to
Rule 144 under the Securities Act of 1933.

(ii) Holders.
-------------

As of the date of this report, we have  approximately 147 shareholders of record
of our 2,901,011 outstanding shares of common stock.

(iii) Dividends.
----------------

We have never paid or  declared  any  dividends  on our common  stock and do not
anticipate paying cash dividends in the foreseeable future.

(iv) Securities authorized for issuance under equity compensation plans.
------------------------------------------------------------------------

The  following  table  sets  forth   information   with  respect  to  individual
compensation  arrangements under which shares of our common stock are authorized
for issuance as of March 31, 2003. We granted our executive  officers/directors,
a  director,  two  former  directors,  one donee  and two  others,  including  a
shareholder and our special securities counsel,  options exercisable to purchase
a total of  2,130,000  shares of common  stock at an exercise  price of $.66 per
share through December 29, 2004. All of these options expired without exercise.

<TABLE>
<CAPTION>
                      Equity Compensation Plan Information
                      ------------------------------------

                                                                   Number of Shares of
                       Number of Shares                           Common Stock Remaining
                       of Common Stock                             Available for Future
                      to Be Issued upon      Weighted Average     Issuance under Equity
                         Exercise of        Exercise Price of       Compensation Plans
                     Outstanding Options,  Outstanding Options,     (Excluding Shares
                     Warrants and Rights   Warrants and Rights   Reflected in Column (a))
   Plan Category             (a)                   (b)                     (c)
-------------------  --------------------  --------------------  ------------------------

<S>                       <C>                     <C>                      <C>
Equity compensation       2,130,000               $.66                     -0-
plans not approved
by shareholders
</TABLE>


                                        5
<PAGE>






(b)  Recent Sales of Unregistered Securities.
---------------------------------------------

Except for the issuance of options to purchase our common stock described above,
all of which have expired,  we did not issue any unregistered  securities in the
past three fiscal years. The options were issued pursuant to Section 4(6) of the
Securities Act of 1933 to accredited investors, as defined in that provision and
in Rule 501 under the Act.

ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

FORWARD LOOKING STATEMENTS
--------------------------
This report contains statements that involve  expectations,  plans or intentions
(such as those relating to future business or financial results, new features or
services,  or management  strategies).  These statements are forward-looking and
are subject to risks and  uncertainties,  so actual results may vary materially.
You can  identify  these  forward-looking  statements  by words  such as  "may,"
"will,"  "should,"  "expect,"  "anticipate,"  "believe,"  "estimate,"  "intend,"
"plan" and other similar  expressions.  You should consider our  forward-looking
statements in light of the risks  discussed under the heading "Risk Factors That
May Affect Results of Operations and Financial  Condition` below, as well as our
consolidated  financial  statements,  related  notes,  and the  other  financial
information  appearing  elsewhere in this report and our other  filings with the
Securities  and  Exchange  Commission.  We assume no  obligation  to update  any
forward-looking statements.

Please read the  following  Management's  Discussion  and  Analysis of Financial
Condition  and  Results  of  Operations  in  conjunction  with the  Consolidated
Financial  Statements  and the  related  notes  that  appear  elsewhere  in this
document.

Executive Overview
------------------

After  having  restructured  our  business to reduce costs and attempt to attain
profitability, we determined that our inability to obtain additional capital and
a continuing  inability to attract customers to our website dictated a cessation
of our  business.  While we  believed  that the quality of our  inventory  would
attract buyers, we ultimately  concluded that attaining market acceptance of the
internet auction of art, if ever, would not occur soon enough to make continuing
our operations in the best interests of our shareholders. We concluded that, our
status as a public  company with no assets or  liabilities  constitutes an asset
that  could be used to the  advantage  of our  shareholders  by  merging  with a
private  company  desiring public status.  To that end, we ceased  operating our
business during 2004,  liquidated all of our assets and paid our obligations and
focused our energies on  obtaining a merger  partner.  Effectuation  of a merger
with Telzuit Technologies will provide our shareholders with a minority interest
in an  operating  company  with a  possibility  of growth and  profitability  in
exchange for an aggregate majority interest in an unprofitable entity.

The following  discussion and analysis covers material  changes in our financial
condition  since  December  31,  2002,  and  material  changes in our results of
operations  for the year ended  December 31, 2003, as compared to the year ended
December 31, 2002 and material changes in our results of operations for the year
ended December 31, 2004, as compared to the year ended December 31, 2003.  Since
we ceased operating during fiscal 2004,  comparison of financial results are not
indicative  of two years of regular  operations.  A comparison  of our financial
condition in fiscal 2002 and 2003 provides a more appropriate perspective on our
business and bases for our decision to terminate that business.

Our Results of Operations
-------------------------

Operating policies:
-------------------

     o    Sales and  marketing  expenses  consisted  primarily  of  advertising,
          tradeshow and other promotional costs.
     o    Product   development   expenses   consisted   primarily  of  employee
          compensation and payments to outside contractors.
     o    General and administrative  expenses  consisted  primarily of employee
          compensation,  provision for doubtful  accounts,  insurance,  fees for
          external  professional advisors and corporate overhead allocations and
          in 2003, an impairment loss.


                                        6
<PAGE>






     o    Interest and other  income,  net consists of interest  earned on cash,
          cash  equivalents  and  investments  as  well as  other  miscellaneous
          non-operating transactions.
     o    Interest   expense   consists  of  interest  charges  on  credit  card
          purchases.

Year Ended December 31, 2004, Versus Year Ended December 31, 2003
-----------------------------------------------------------------

We incurred a net loss of $(88,844) ($.03 per share) for the year ended December
31, 2004, as compared to a net loss of $(230,127)  ($.08 per share) for the year
ended  December 31, 2003. The reduction in our loss is due to a reduction in our
business, but, in both cases, the costs of acquiring and marketing our inventory
exceeded the revenues derived from selling it.

Sales and service  revenues  decreased from $227,409 for the year ended December
31, 2003, to $37,679 for the year ended  December 31, 2004,  primarily  because,
during  fiscal 2004,  we  abandoned  our  business  plan and stopped  purchasing
inventory.  Our cost of sales  decreased  correspondingly  from  $234,895 in the
prior year to $46,429 in the current year. We have, in isolated  cases,  reduced
our minimum bid price in Internet  auctions,  which  contributed to the negative
margins. We sold or transferred to creditors  substantially all of our inventory
by  December  31, 2004 and will expend the  remainder  of our assets  during the
beginning of 2005.

General and  administrative  expenses decreased from $142,246 for the year ended
December 31, 2003,  to $49,800 for the year ended  December 31, 2004,  primarily
because we had terminated all employees and wound down our operations. Sales and
marketing expenses decreased from $68,463 to $13,416, respectively, for the year
ended December 31, 2003, as compared to the year ended December 31, 2004 because
of a lack of inventory and focus on terminating operations.

Year Ended December 31, 2003, Versus Year Ended December 31, 2002
-----------------------------------------------------------------

We  incurred  a net loss of  $(230,127)  ($.08  per  share)  for the year  ended
December 31, 2003, as compared to a net loss of $(145,946)  ($.05 per share) for
the year ended December 31, 2002.

Sales and service  revenues  decreased  approximately  57% from $508,360 for the
year ended  December 31, 2002, to $227,409 for the year ended December 31, 2003,
primarily because of softness in the economy, in general, and the retail sector,
in particular.  Our gross margin  decreased 37% from the prior year (32% and -5%
for the year  ended  December  31,  2003 and 2002,  respectively).  We have,  in
isolated cases,  reduced our minimum bid price in Internet  auctions,  which has
contributed to the decrease in our gross margin.  We expect to report weak sales
until such time as general economic trends improve.

The revenues we anticipated  from our artRx.com  project did not materialize and
we terminated the project in December 2002. We attribute the substantial decline
in interest in  artRx.com  from the initial  launch of the site in March 2001 to
the  effects of  competition  and our lack of capital  to  further  develop  the
program.

General and administrative  expenses decreased  approximately 37%, from $241,583
for the year ended  December 31, 2002,  to $142,246 for the year ended  December
31, 2003, primarily because of staff reductions and curtailed operations.  Sales
and marketing  expenses  increased  approximately  34%, from $44,137 to $68,463,
respectively,  for the year ended  December  31,  2002,  as compared to the year
ended  December  31,  2003 due to an  increase  in freight  out  costs.  Product
development  costs decreased from $5,700 to $-0- for the year ended December 31,
2002, and 2003, respectively. The decrease is because we are no longer incurring
salaries and other costs attributable to the artRx.com project.

The provision for income taxes differs from the amount  computed by applying the
statutory U.S. federal rate principally due to net operating losses for which we
have not provided a benefit and other  factors that  increase the  effective tax
rate.

Critical Accounting Policies, Judgments and Estimates
-----------------------------------------------------

The  preparation  of our  Consolidated  Financial  Statements  and related notes
requires  us to make  judgments,  estimates,  and  assumptions  that  affect the
reported  amounts of assets,  liabilities,  revenue  and  expenses,  and related
disclosure of contingent assets and liabilities.  We have based our estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions.


                                        7
<PAGE>






An  accounting  policy is considered to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made,  and if different  estimates  that  reasonably
could have been used, or changes in the accounting estimates that are reasonably
likely to occur periodically,  could materially impact the financial statements.
We  believe  the  following  critical   accounting  policies  reflect  the  more
significant   estimates  and   assumptions   used  in  the  preparation  of  the
Consolidated  Financial  Statements.  The  following  descriptions  of  critical
accounting policies,  judgments and estimates should be read in conjunction with
our Consolidated  Financial  Statements and other  disclosures  included in this
report.

Estimate of Our Inventory's Lower of Cost or Market
---------------------------------------------------
We estimate  known losses in our inventor  and  recognize  them in the period of
occurrence.  During fiscal 2004, we recorded a charge totaling $15,000 to reduce
our inventory value to estimated market cost.

Estimate of Our Property and Equipment's Net Realizable Value
-------------------------------------------------------------
During fiscal 2003, we recorded an impairment charge totaling $6,275 as a result
of a review of our  operational  assets  conducted by  management.  We estimated
these impairment losses because of a significant  change in the extent or manner
in which the assets are used. The loss reflects a reduction in the service lives
of equipment no longer used in day-to-day operations.  We charged the impairment
loss to general and administrative expenses.

Our Liquidity and Capital Resources
-----------------------------------

Liquidity  refers to our  ability  to  generate  cash from  operations.  Capital
resources refer to our capital expenditures commitments and plans.

Due to general economic  conditions and other factors,  we did not generate cash
flows from operations within the time frames originally envisioned.  In the past
two  fiscal  years,  we  decided to abandon  our  business  model,  sell off our
remaining inventory and to seek other business opportunities. In August 2003, we
terminated  all  employees,  relocated  to the premise of an  affiliate,  Estate
Traders,  LLC, and  contracted  with the  affiliate to operate the Company until
substantially all inventory is sold and business  operations are terminated.  We
compensated Estate Traders through a commission  arrangement,  paying 30 percent
of each sale. We report this commission as general and administrative  expenses.
The  preceding  factors  affect the  comparability  of the  Company's  financial
results of operations,  cash flows and financial  position.  In 2004, because we
sold our inventory without replacing it, we required only $78 in cash flows from
operations, compared with $50,353 in 2003. Our inventory policy also resulted in
a material change to the level of our  inventories of artwork and  collectibles.
We have  available  an  unused  line of credit  of  $5,000.  We have no plans to
purchase inventory in the future.

     Since we have sold or will sell substantially all our assets, we anticipate
that most of our capital  needs in 2005,  prior to  completing a merger or other
combination,  which will provide a capital infusion and a new business,  will be
for legal,  accounting and other costs of that  transaction  and of winding down
our business.  We will use whatever assets remain for those purposes and believe
that certain  principals and significant  shareholders or our merger partner may
provide  additional  capital or assume certain  liabilities in  anticipation  or
effectuation of the merger.

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

The Consolidated  Financial  Statements of  Nicklebys.com,  Inc., and Nickleby's
Auction Gallery Ltd. and Art Exchange, Inc., our wholly-owned subsidiaries,  the
Notes  to  Consolidated  Financial  Statements  and the  Report  of  Independent
Accountants  of  Cordovano  and  Honeck,  LLP,   independent   certified  public
accountants,  required by this Item 7 commence on page F-1 and are  incorporated
herein by this reference. The Consolidated Financial Statements filed as part of
this  Annual  Report  on Form  10-KSB  are  listed  in the  Index  to  Financial
Statements below:

                                                                          Page
                                                                          ----

Report of Independent Registered Public Accounting Firm...............    F-2

Consolidated Balance Sheet at December 31, 2004.......................    F-3


                                        8
<PAGE>






Consolidated Statements of Operations for the years ended
   December 31, 2004, and 2003.........................................   F-4

Consolidated Statement of Changes in Shareholders' Deficit
   for the years ended December 31, 2004, and 2003.....................   F-5

Consolidated Statements of Cash Flows for the years ended
   December 31, 2004, and 2003........................................    F-6

Notes to Consolidated Financial Statements.............................   F-7


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

There were no disagreements  with our independent  registered  public accounting
firm.


PART III
--------

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

Executive Officers and Directors
--------------------------------

Set forth below are the names,  ages,  positions with  Nicklebys.com and each of
Nickleby's  Auction  Gallery  and  Art  Exchange,   100%-owned  subsidiaries  of
Nicklebys.com,  and business  experience of the executive officers and directors
of Nicklebys.com and our subsidiaries.


       Name                Age            Position
----------------------    -----    ---------------------------------------------
Scott M. Thornock           45     Chief Executive Officer, Chief Financial
                                   Officer, Secretary and Director

Bruce A. Capra              51     President and Chairman of the Board of
                                   Directors

Paul J. Zueger              67     Director

Wayne F.J. Yakes, M.D.      51     Director

------------------
*The  above-named  individuals  may be deemed to be "promoters" and "parents" of
Nicklebys.com and our subsidiaries, as those terms are defined under the General
Rules and Regulations promulgated under the Securities Act of 1933.

General
-------

Directors  hold  office  until  the  next  annual  meeting  of   Nicklebys.com's
shareholders  and  until  their  respective  successors  have been  elected  and
qualify.  Officers serve at the pleasure of the Board of Directors. Mr. Capra is
employed   part-time  by  Nicklebys.com  and  Mr.  Thornock   regularly  devotes
approximately  no hours per month to the business and affairs of  Nicklebys.com,
Nickleby's Auction Gallery and/or Art Exchange.  Messrs. Zueger and Yakes devote
such time and effort to the  business  and affairs of  Nicklebys.com  and/or our
subsidiaries as may be necessary to perform their  responsibilities as directors
of the companies.  Set forth below under "Business  Experience" is a description
of the business  experience of Messrs.  Thornock,  Capra,  Zueger and Yakes.  We
anticipate that all of these  individuals  will resign as officers and directors
upon closing of a merger transaction.

Family Relationships
--------------------

There are no family  relationships  between or among the executive  officers and
directors of Nicklebys.com and our subsidiaries.

Business Experience
-------------------

Scott M. Thornock has  approximately  twenty-one years of experience in the real
estate  development  business and in the  management  of a number of private and


                                        9
<PAGE>






public,  start-up companies.  He has served as the Chief Executive Officer and a
director of  Nicklebys.com  since October 16, 2000,  and as the  President,  the
Chief Financial Officer,  the Secretary and a director of Nicklebys.com from the
date of our inception on January 13, 1999, through October 16, 2000. He has been
the sole owner and  managing  member of  Paragon  Real  Estate and  Development,
L.L.C., a Denver, Colorado-based residential real estate development,  brokerage
and business  consulting  firm that has  performed  administrative  supervision,
financial  management  and other  services fora  significant  number of Colorado
limited  liability  companies of which Mr.  Thornock  has been the founder,  the
manager and a member,  since he founded the company in March 1996. These limited
liability   companieshave   raised  capital  from  time-to-time  over  the  past
approximately   fifteen  years  for  the  purposes  of  acquiring,   developing,
constructing and/or brokering  multi-family,  residential  properties located in
the Denver metropolitan area Mr. Thornock has held a real estate brokers license
in the State of Colorado  since  December  1995.  He received a Bachelor of Arts
degree  in  history  and a  Masters  degree  in  business  management  from  the
University of Colorado, Boulder, Colorado, in 1982 and 1994, respectively.

Bruce  A.  Capra  has  served  as the  Chairman  of the  Board of  Directors  of
Nicklebys.com  since its  inception  on January 13, 1999,  and as our  President
since October 16, 2000. He served as  Nicklebys.com's  Chief  Executive  Officer
from the date of our  organization  through  October 16, 2000.  He was employed,
from 1988 until his resignation on February 1999, as the General Manager and the
Director of Sales,  Marketing  and  Advertising  for American  Design,  Ltd., an
Aurora,  Colorado,  corporation specializing in the publication of fine art that
has twelve  retail  outlets  located in  California,  Colorado  and New  Mexico.
American Design,  which is today recognized as one of the largest wholesale fine
art  publishing  firms  in  the  United  States,   realized  gross  revenues  of
approximately $12,000,000 during its most recent fiscal year. He was the founder
and served as the President, a director and the sole owner of Nickleby's Auction
Gallery Ltd., Arvada,  Colorado,  an auction liquidation company specializing in
fine art, antiques and collectibles, from 1992 through January 15, 1999, when we
purchased the company. Mr. Capra founded and served as the President,  from 1981
until the sale of the business in 1988, of Image Tech Inc., Denver,  Colorado, a
fine art serigraph printing company specializing in printing and publishing fine
art and commercial  signage and,  during Mr.  Capra's  tenure,  printed  limited
edition fine art prints for  internationally  known artists such as Andy Warhol,
Roy Liechtenstein,  Earl Biss and others.  Prior to that time, from 1979 through
1982, he owned and operated The Mushroom  Gallery,  Ltd., an art gallery located
in Denver, Colorado. Mr. Capra attended Missouri Auction School in 1988 and is a
licensed auctioneer in the states of California,  Colorado, Nevada and Texas. He
is also a certified  personal  property  appraiser and a member of the Certified
Appraisers Guild of America.

Paul J. Zueger has served as a director of  Nicklebys.com  since  September  15,
1999. Since 1972, Mr. Zueger has been the sole shareholder,  the President and a
director of American Design,  Ltd., Aurora,  Colorado, a company specializing in
the  publication  of  fine  art  that  has  twelve  retail  outlets  located  in
California,  Colorado and New Mexico. American Design is today recognized as one
of the largest  wholesale fine art publishing firms in the United States.  Under
the auspices of American Design,  Mr. Zueger is responsible for having developed
a national  direct  sales force;  representing  and  publishing  the artworks of
several leading  artists;  and  successfully  managing twelve fine art galleries
located in three states.  In 1989,  Mr. Zueger founded and, since that date, has
served on the Board of Directors of The Synaptic  Corporation,  a privately-held
biotechnology company with offices in Aurora, Colorado. The Synaptic Corporation
is  engaged  in  the  manufacture,  marketing  and  distribution  of a  line  of
FDA-approved  products  that uses  patented  electromedicine  techniques  in the
treatment and management of acute and chronic pain.

Wayne F.J. Yakes, M.D., has served as a director of Nicklebys.com  since October
16,  2000.   Since  1986,  Dr.  Yakes  has  specialized  in  treating   vascular
malformations using endovascular  transcather techniques he pioneered in lieu of
open surgery. Since 1986, he has authored numerous medical articles and textbook
chapters on the subject.  In 1991,  he  established  the  Vascular  Malformation
Center at Swedish Medical Center, Englewood,  Colorado, the only organization of
its kind, to specialize in the diagnosis and management of vascular anomalies in
all anatomic locations.  Dr. Yakes presently serves as the Vice President of the
International  Society  for  the  Study  of  Vascular  Anomalies.  His  academic
appointments  include the University of Colorado Health Sciences Center (Denver,
Colorado),  the  University of Michigan  Medical  School (Ann Arbor,  Michigan),
Swedish Medical Center (Englewood,  Colorado), Porter Memorial Hospital (Denver,
Colorado),  and  Littleton  Hospital  (Littleton,  Colorado).  He has  served on
numerous hospital and national  committees during the past five years. Dr. Yakes
is a journal reviewer for the Journal of Vascular and Interventional  Radiology,
the American Journal of Roentgenology and Radiology.  He is a member of numerous
societies,  including,  among others, the International Society for The Study of
Vascular Anomalies, the American Society of Neuroradiology, the American Society
of  Interventional  and  Therapeutic  Neuroradiology,  the World  Federation  of
Interventional and Therapeutic  Neroradiology,  and the Western Neroradiological
Society.  Dr.  Yakes  received  a  Bachelor  of Arts  degree  in 1975  from Rice
University,  Houston,  Texas.  He received an M.D. degree in 1979 from Creighton
University School of Medicine, Omaha, Nebraska.

Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------

Section 16(a) of the  Securities and Exchange Act of 1934 requires our executive
officers and directors  and persons who own more than 10% of a registered  class
of our equity  securities,  to file with the Securities and Exchange  Commission
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of common stock and other equity
securities  of  Posteralley.com  on  Forms 3, 4 and 5,  respectively.  Executive
officers,  directors  and  greater  than 10%  shareholders  are  required by the
Securities and Exchange Commission  regulations to furnish us with copies of all
Section 16(a) reports they file. To our knowledge,  Messrs.  Thornock and Capra,
our executive officers,  directors and greater than 10% beneficial owners of our
common stock, have complied with Section 16(a) filing requirements applicable to
them during our fiscal year ended December 31, 2003.


                                       10
<PAGE>






Adoption of Code of Ethics
--------------------------

We did not  adopt a code of  ethics  that  applies  to our  principal  executive
officer,   principal   financial  officer,   principal   accounting  officer  or
controller,  or persons performing similar functions  principally because (1) we
were  terminating  our  business  operations  and winding down our business in a
fashion that required little action by those  individuals  which would implicate
ethical concerns,  (2) few, if any,  activities of the Company involved material
governmental regulation,  and (3) we believed that communications with legal and
accounting   professionals   accurately  apprised  those  individuals  of  their
responsibilities.

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

The following table sets forth  information  concerning the  compensation of our
executive  officers,  including  the dollar  value of base salary  and/or  other
annual  compensation  earned,  and the  number of  securities  underlying  stock
options granted, during the 2003, the 2002 and the 2001 fiscal years.

                           SUMMARY COMPENSATION TABLE
                           --------------------------

                                                    Long Term Compensation
                      Annual Compensation                   Awards
                   --------------------------  ---------------------------------
    (a)      (b)      (c)          (d)              (e)               (f)
Name and                       Other Annual     Restricted        Securities
Principal                     Compensation     Stock Award(s)     Underlying
Position     Year  Salary($)       ($)              ($)         Options/SAR's(#)
--------------------------------------------------------------------------------

Scott M.     2004  $  5,000    $    -0-*           $-0-               -0-
Thornock,    2003  $  -0-      $    890*           $-0-               -0-
Chief        2002  $  -0-      $  2,554*           $-0-               -0-
Executive
Officer,
Chief
Financial
Officer and
Secretary

Bruce        2004  $ 15,000    $    -0-*           $-0-               -0-
A. Capra,    2003  $ 25,000    $  3,000*           $-0-               -0-
President    2002  $ 60,000    $  4,945*           $-0-               -0-
and
Chairman
of the
Board of
Directors

------------------
*Represents payments for coverage under a group medical insurance benefits plan.

General
-------

Since our inception on January 13, 1999, Mr. Scott M. Thornock,  Chief Executive
Officer, Chief Financial Officer and Secretary, has been employed part time, and
Mr. Bruce A. Capra, President and Chairman of the Board of Directors, has been a
full-time  employee.  Mr.  Thornock  has received no cash  compensation  for his
services  except  medical  insurance  benefits  under a group medical  insurance
benefits plan commencing March 1, 1999. For his services, Mr. Capra has received
a salary of $60,000 per annum in addition to medical  insurance  benefits  under
the group plan since March 1, 1999. No other cash  compensation has been awarded
to,  earned  by or paid to either  individual  since  our  organization  for all
services rendered in all capacities to Nicklebys.com and our subsidiaries.

On January 13, 1999, we issued 2,000,000 shares of common stock to Mr. Capra and
1,860,000 shares of common stock to Mr. Thornock for services  performed by each
individual in connection with our  organization  valued at $2,000 in Mr. Capra's


                                       11
<PAGE>






case and $1,860 in Mr.  Thornock's  case,  at the rate of $.001 per  share.  Mr.
Capra returned  1,471,700  (73.6%) of his 2,000,000  shares of common stock, and
Mr.  Thornock  returned  861,000  (46.3%)  of his  1,860,000  shares,  to us for
cancellation  on December  30, 1999.  Further,  in lock-up  agreements,  Messrs.
Thornock  and Capra agreed not to sell or otherwise  alienate  their  respective
453,300 shares and 439,000 shares for a period of two years through December 29,
2001.

Stock Option Grants
-------------------

On December  30,  1999,  we granted Mr. Capra  options  exercisable  to purchase
453,300 shares of common stock, and Mr. Thornock options exercisable to purchase
439,000  shares of common stock,  at an exercise price of $.66 per share through
December 29, 2004. See Part I, Item 7. All of these options have expired without
any being exercised.  "Certain Relationships and Related Transactions," and Part
II, Item 4. "Recent Sales of  Unregistered  Securities,"  for a  description  of
stock option grants to other directors and others.

Long-Term Incentive Plans
-------------------------

We did not provide our officers or employees  with pension,  stock  appreciation
rights, long-term incentive or other plans and have no intention of implementing
any of these plans for the foreseeable future.

Indemnification
---------------

Under Colorado law and pursuant to our amended Articles of Incorporation, we may
indemnify our officers and directors for various expenses and damages  resulting
from  their  acting  in  these  capacities.   Insofar  as  indemnification   for
liabilities  arising  under  the  Securities  Act of 1933  may be  permitted  to
officers or directors of  Nicklebys.com  pursuant to those  provisions,  we have
been informed by our counsel that, in the opinion of the U.S. Securities and

Exchange Commission,  this indemnification is against public policy as expressed
in the Securities Act of 1933, and is therefore unenforceable.

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

Our directors receive no compensation  pursuant to any standard  arrangement for
their services as directors.

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

The following  table sets forth certain  information  regarding the ownership of
our common stock as of December 31, 2004, by each shareholder  known by us to be
the  beneficial  owner of more than five per cent of our  outstanding  shares of
common  stock,  each  director of  Nicklebys.com  and our  subsidiaries  and all
executive  officers and directors of  Nicklebys.com  and our  subsidiaries  as a
group.  Under the  General  Rules and  Regulations  of the U.S.  Securities  and
Exchange Commission, a person is deemed to be the beneficial owner of a security
if the person has or shares the power to vote or direct the  voting,  or dispose
or direct the disposition,  of the security.  Each of the shareholders  named in
the table has sole  voting and  investment  power with  respect to the shares of
common stock beneficially owned.


                                           Shares           Percentage
                                        Beneficially            of
         Beneficial Owner                 Owned (1)          Class (2)
------------------------------------   ---------------   -----------------

Bruce A. Capra (3) (4)                     469,967            16.20%
6343 Umber Circle
Golden, Colorado  80403

Scott M. Thornock (3) (4)                  348,000            12.00%
650 South Cherry Street, Suite #310
Denver, Colorado  80246

Entrepreneur Investments LLC               202,500             6.98%
1869 West Littleton Boulevard
Littleton, Colorado  80120

Mike Tanner                                214,380             7.39%
1869 W. Littleton  Blvd.
Littleton, CO 80120


                                       12
<PAGE>






Paul J. Zueger (4) (5)                     234,966            10.34%
3177 South Parker Road
Aurora, Colorado  80014

Wayne F.J. Yakes, M.D. (4)                  80,000             1.60%
1800 East Green Oaks Drive
Littleton, Colorado  80121

All executive officers and directors     1,132,933            39.05%
as a group (four persons)

------------------
(1) Under the General Rules and Regulations of the U.S.  Securities and Exchange
Commission,  a person is deemed to be the beneficial owner of a security if that
person  has or shares  the power to vote or direct  the  voting,  or  dispose or
direct  the  disposition,  of the  security.  A person  is also  deemed  to be a
beneficial  owner of any  securities  if that  person  has the right to  acquire
beneficial ownership of the securities within sixty days. Accordingly, more than
one person may be deemed to be a beneficial owner of the same securities. Unless
otherwise  indicated by footnote,  the named entities or  individuals  have sole
voting and investment power with respect to the shares of common stock they own.
Except for 1st Net  Technologies,  the number of shares shown includes shares of
common stock that may be issued upon exercise of outstanding stock options.

(2)  Represents  the  number  of  shares of  common  stock  owned of record  and
beneficially  by each  named  person  or group,  expressed  as a  percentage  of
5,031,011  shares of common  stock  outstanding  as of the date of this  report,
including  2,130,000  shares  issuable upon the exercise of outstanding  options
exercisable at an exercise price of $.66 per share through December 29, 2004.

(3) Executive officer of Nicklebys.com and our subsidiary  companies,  including
Nickleby's Auction Gallery and Art Exchange.

(4) Member of the Board of Directors of Nicklebys.com and our subsidiaries.

(5)  Mr.  Paul J.  Zueger,  a director of  Nicklebys.com,  is the trustee of the
Zueger  Family  Trust  whose  shares are  included in these  holdings  under the
General Rules and Regulations of the U.S. Securities and Exchange Commission.

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

On January 13, 1999, we issued 2,000,000 shares,  1,860,000 shares,  and 280,000
shares, of common stock to Messrs. Bruce A. Capra, Scott M. Thornock and Richard
E. Capra,  respectively (a total of 4,140,000 shares), for services performed by
each individual in connection with our organization valued at $2,000, $1,860 and
$280, respectively, at the rate of $.001 per share. Mr. Capra returned 1,471,700
(73.6%) of his 2,000,000  shares,  Mr. Thornock  returned 861,000 (46.3%) of his
1,860,000  shares  and Mr.  Richard  E. Capra  returned  214,000  (76.4%) of his
280,000 shares,  to us for  cancellation on December 30, 1999. Also, on December
30, 1999, we granted Mr. Bruce A. Capra,  Mr.  Thornock and Mr. Richard E. Capra
options  exercisable  to  purchase  533,349  shares,  530,000  shares and 80,000
shares,  respectively,  through  December 29, 2004, at an exercise price of $.66
per share.  Messrs.  Bruce A. Capra,  Thornock  and  Richard E. Capra  purchased
15,667  shares,  31,316  shares,  and 8,333  shares,  respectively,  for $9,400,
$18,790 and $5,000 in cash,  respectively ($.60 per share), in the first tranche
of our  offering  of common  stock  pursuant to Rule 504 of  Regulation  D under
Section 3(b) of the Securities Act of 1933 completed in June 1999. Messrs. Bruce
A.  Capra  and  Thornock  serve as our  executive  officers  and two of our four
directors  and own 19.9% and  18.1%,  respectively,  of our  outstanding  common
stock.  Mr.  Richard E. Capra,  owner of 1.3% of our  outstanding  common stock,
resigned as a director in November  2000.  On December 30, 1999, we entered into
lock-up  agreements with Messrs.  Bruce A. Capra,  Thornock and Richard E. Capra
providing for each  individual  to refrain from selling or otherwise  alienating
his respective 453,300 shares,  439,000 shares and 66,000 shares for a period of
two years through December 29, 2001.

On January 14, 1999,  we issued  860,000  shares of common  stock and  1,000,000
shares  to  Entrepreneur  Investments,  LLC,  and  1st Net  Technologies,  Inc.,
respectively (a total of 1,860,000 shares),  for each company's entering into an
agreement to perform  services for us, which actions were valued at $150,000 and
$392,000,  respectively  (a total of $542,000),  at the rate of $.001 per share.
Entrepreneur  Investments  performed  public  relations  services,  and  1st Net
Technologies  performed  web site  design,  maintenance,  hosting and  marketing
services, for us for a one-year period through February 2000. We paid $50,000 in
cash to 1st Net Technologies  for its  Internet-related  services.  Entrepreneur
Investments  returned 657,500 (76.5%) of its 860,000 shares of common stock, and
1st Net Technologies returned 764,500 (76.5%) of its 1,000,000 shares, to us for
cancellation  on December 30,  1999.  Also,  on December  30,  1999,  we granted
Entrepreneur  Investments  options  exercisable  to purchase  530,000  shares of
common stock through  December 29, 2004, at an exercise price of $.66 per share.
Entrepreneur   Investments  and  1st  Net   Technologies  own  14.6%  and  4.7%,
respectively,  of  our  outstanding  common  stock.  Ownership  of  Entrepreneur
Investments'  and 1st Net  Technologies'  shares is attributable to Mr. James H.


                                       13
<PAGE>






Watson,  Jr.,  a former  director,  because  of his  ownership  of  Entrepreneur
Investments  and  positions as an executive  officer,  director and  controlling
shareholder  of 1st Net  Technologies.  On December  30,  1999,  we entered into
lock-up  agreements  with  Entrepreneur  Investments  and 1st  Net  Technologies
providing  for them to  refrain  from  selling  or  otherwise  alienating  their
respective  202,500  shares and 235,500 shares for a period of two years through
December 29, 2001.

On January 15, 1999, we acquired all 5,100 outstanding shares of common stock of
Nickleby's Auction Gallery Ltd. then owned by Mr. Bruce A. Capra, our President,
Chairman and owner of 19.9% of our outstanding  common stock. We paid the sum of
$47,832 for the shares.  As a result of the acquisition,  we obtained net assets
valued at $26,183, including, primarily, Nickleby's Auction Gallery's customized
web site and customer list; an inventory of fine artworks;  the right to use the
names "Nickleby's,"  "Nickleby's International Auctions" and "Nickleby's Auction
Gallery";  and  the  domain  names   http://www.nicklebys.com   and  http://www.
forbidding.com.  In the  consolidated  financial  statements that accompany this
report,  goodwill  of $21,649  resulting  from the  transaction  was  charged to
additional  paid-in capital because the acquisition was between related parties.
We intend to dissolve both of these wholly-owned subsidiaries.

On June 25, 1999, we entered into the Stock Purchase and Exchange Agreement with
Art Exchange,  Inc., Mr. Paul J. Zueger, a director, and The Zueger Family Trust
pursuant to which we issued  600,000  shares to Mr. Zueger and 400,000 shares to
the trust in exchange for all  1,000,000  outstanding  shares of common stock of
Art Exchange owned by Mr. Zueger and the trust. As a result of the  transaction,
we acquired assets,  including the non-exclusive  right to conduct live auctions
of fine art,  antiques  and  collectibles  consigned  to  Gallery  Denver,  Inc.
(formerly Museum  Auctions,  Ltd.), a Colorado  corporation  owned solely by Mr.
Zueger; the use of the assumed name "Museum Auctions, Ltd." in Colorado; and all
rights to Gallery Denver's "auction" customer mailing list. We recorded $600,000
in goodwill as a result of the  transaction.  We later determined the fair value
of the assets to be $-0- and, accordingly,  at December 31, 1999, we recorded an
impairment  write-down of $600,000. In the accompanying  consolidated  financial
statements,  we reported the impairment write-down as a component of income from
operations  before income taxes.  In connection  with the  acquisition,  Gallery
Denver  agreed to pay Art Exchange  sales  commissions  equivalent to 25% of the
aggregate  sales  price of all  consigned  goods sold by Gallery  Denver at live
auctions  conducted by Art Exchange  after July 28, 1999.  Mr.  Zueger  returned
276,948 (76.4%) of his 362,500 shares and the trust returned  429,752 (76.4%) of
its 562,500  shares,  to us for  cancellation  on December  30, 1999.  Also,  on
December 30, 1999, we granted Mr. Zueger and the trust  options  exercisable  to
purchase  111,692  shares  and  173,308  shares  (a  total of  285,000  shares),
respectively, through December 29, 2004, at an exercise price of $.66 per share.
Mr.  Zueger and the trust own 16.4%  (including  the  trust's  shares) and 6.1%,
respectively,  of our outstanding common stock. On December 30, 1999, we entered
into lock-up  agreements with Mr. Zueger and the Zueger Family Trust pursuant to
which each person  agreed to refrain from selling or  otherwise  alienating  its
respective  85,552  shares and 132,748  shares for a period of two years through
December 29, 2001.

Because of their present management  positions with,  organizational  efforts on
behalf of and/or percentage share ownership in, Nicklebys.com,  Messrs. Bruce A.
Capra, Scott M. Thornock, James H. Watson, Jr., and Paul J. Zueger may be deemed
to be "parents" and "promoters" of Nicklebys.com,  as those terms are defined in
the Securities Act of 1933 and the applicable  Rules and  Regulations  under the
Securities Act of 1933. Because of these relationships, transactions between and
among the  aforementioned  individuals and us, such as  Nicklebys.com's  sale of
shares and grant of options to each of them and/or  entities owned or controlled
by them as  described  above,  should  not be  considered  to have  occurred  at
arm's-length.

On  January  13,  1999,  we  issued  50,000  shares  of  common  stock to Cudd &
Associates,  our  special  securities  counsel,  for the  performance  of  legal
services valued at $500 ($.001 per share).  The legal services performed by Cudd
& Associates included rendering legal advice in connection with the organization
of   Nicklebys.com   as  a  corporation  and  the  preparation  of  Articles  of
Incorporation,  Bylaws and minutes of our  corporate  proceedings.  We issued an
additional  25,000  shares of common stock to Cudd &  Associates  for $15,000 in
cash ($.60 per share) on February  26, 1999.  On December  30, 1999,  we granted
Patricia Cudd, Esq., sole proprietor of Cudd & Associates,  options  exercisable
to purchase  50,000 shares  through  December 29, 2004, at an exercise  price of
$.66 per share. Ms. Cudd, as the sole proprietor of Cudd & Associates, performed
legal  services,   including,   but  not  limited  to,  preparing  or  reviewing
miscellaneous correspondence, agreements, documents and minutes of and unanimous
written  consents to our corporate  proceedings  and furnishing  legal advice in
connection  with the  foregoing,  in  consideration  for the  grant of the stock
options. Cudd & Associates and Patricia Cudd, Esq., together own 125,000 shares,
representing approximately 2.5% of our outstanding common stock.

Item 13.  Exhibits.
-------------------

(a) The exhibits  required to be filed with this Annual Report on Form 10-KSB by
Item 601 of Regulation S-B, as described in the following index of exhibits, are
appended to this Annual Report or incorporated herein by reference, as follows:


 Item
Number                                 Description
------    ----------------------------------------------------------------------
  3.1     Articles of Incorporation of  Nickleby's.com,  Inc., filed January 13,
          1999.  (Incorporated  herein  by  reference  to  Exhibit  3.1  to  the
          Registration  Statement on Form  10-SB/A,  File No.  000-33339,  filed
          November 14, 2001.)



                                       14
<PAGE>






  3.2     Articles  of   Amendment   to  the   Articles  of   Incorporation   of
          Nickleby's.com,  Inc., filed January 25, 1999. (Incorporated herein by
          reference  to  Exhibit  3.2  to the  Registration  Statement  on  Form
          10-SB/A, File No. 000-33339, filed November 14, 2001.)

  3.3     Certificate of Correction of Nicklebys.com,  Inc. (Incorporated herein
          by  reference  to Exhibit 3.3 to the  Registration  Statement  on Form
          10-SB/A, File No. 000-33339, filed November 14, 2001.)

  3.4     Bylaws of  Nicklebys.com,  Inc.  (Incorporated  herein by reference to
          Exhibit 3.4 to the  Registration  Statement on Form 10-SB/A,  File No.
          000-33339, filed November 14, 2001.)

  3.5     Articles of  Incorporation  of Nickleby's  Auction  Gallery Ltd. filed
          March 16,  1994.  (Incorporated  herein by reference to Exhibit 3.5 to
          the Registration Statement on Form 10-SB/A, File No. 000-33339,  filed
          November 14, 2001.)

 3.6      Bylaws of  Nickleby's  Auction  Gallery Ltd.  (Incorporated  herein by
          reference  to  Exhibit  3.6  to the  Registration  Statement  on  Form
          10-SB/A, File No. 000-33339, filed November 14, 2001.)

 3.7      Articles of Incorporation  of Art Exchange,  Inc., filed June 3, 1999.
          (Incorporated  herein by reference to Exhibit 3.7 to the  Registration
          Statement on Form  10-SB/A,  File No.  000-33339,  filed  November 14,
          2001.)

 3.8      Certificate of Correction of Art Exchange,  Inc.  (Incorporated herein
          by  reference  to Exhibit 3.8 to the  Registration  Statement  on Form
          10-SB/A, File No. 000-33339, filed November 14, 2001.)

 3.9      Bylaws of Art  Exchange,  Inc.  (Incorporated  herein by  reference to
          Exhibit 3.9 to the  Registration  Statement on Form 10-SB/A,  File No.
          000-33339, filed November 14, 2001.)

 4.0      Form of  Stock  Certificate.  (Incorporated  herein  by  reference  to
          Exhibit 4.0 to the  Registration  Statement on Form 10-SB/A,  File No.
          000-33339, filed March 31, 2003.)

10.1      Internet  Marketing & Joint Venture  Agreement dated January 14, 1999,
          between  1st  Net   Technologies,   Inc.,  and   Nicklebys.com,   Inc.
          (Incorporated  herein by reference to Exhibit 10.1 to the Registration
          Statement on Form  10-SB/A,  File No.  000-33339,  filed  November 14,
          2001.)

10.2      Stock   Purchase   Agreement   dated   January   15,   1999,   between
          Nicklebys.com,  Inc., on the one hand, and Nickleby's  Auction Gallery
          Ltd., and Bruce A. Capra, on the other hand.  (Incorporated  herein by
          reference  to  Exhibit  10.2  to the  Registration  Statement  on Form
          10-SB/A, File No. 000-33339, filed November 14, 2001.)

10.3      Consulting  Agreement  dated  February 1, 1999,  between  Entrepreneur
          Investments,  L.L.C., and Nicklebys.com,  Inc. (Incorporated herein by
          reference  to  Exhibit  10.3  to the  Registration  Statement  on Form
          10-SB/A, File No. 000-33339, filed November 14, 2001.)

10.4      Asset  Purchase and Sale  Agreement  dated June 25, 1999,  between Art
          Exchange,  Inc., on the one hand, and Museum Auctions,  Ltd., and Paul
          J. Zueger The Zueger  Family Trust,  on the other hand.  (Incorporated
          herein by reference to Exhibit 10.4 to the  Registration  Statement on
          Form 10-SB/A, File No. 000-33339, filed November 14, 2001.)

10.5      Agreement for Auction Sales Commissions  dated June 25, 1999,  between
          Art Exchange,  Inc., and Museum Auctions, Ltd. (Incorporated herein by
          reference  to  Exhibit  10.5  to the  Registration  Statement  on Form
          10-SB/A, File No. 000-33339, filed November 14, 2001.)

10.6      Stock  Purchase and Exchange  Agreement  dated June 28, 1999,  between
          Nicklebys.com,  Inc., on the one hand, and Art Exchange, Inc., Paul J.
          Zueger and The Zueger Family Trust,  on the other hand.  (Incorporated
          herein by reference to Exhibit 10.6 to the  Registration  Statement on
          Form 10-SB/A, File No. 000-33339, filed November 14, 2001.)



                                       15
<PAGE>






10.7      Internet   Marketing   Agreement  dated  December  29,  1999,  between
          Nicklebys.com, Inc., and Posteralley.com, Inc. (Incorporated herein by
          reference  to  Exhibit  10.7  to the  Registration  Statement  on Form
          10-SB/A, File No. 000-33339, filed November 14, 2001.)

10.8      Lock-Up  Agreement  dated  December 30, 1999,  between  Nicklebys.com,
          Inc.,  and Bruce A. Capra,  Scott M. Thornock,  1st Net  Technologies,
          Inc., Entrepreneur Investments,  LLC, The Zueger Family Trust, Paul J.
          Zueger,  Richard E. Capra and March  Shaner.  (Incorporated  herein by
          reference  to  Exhibit  10.8  to the  Registration  Statement  on Form
          10-SB/A, File No. 000-33339, filed November 14, 2001.)

10.9      Stock Option Agreement dated December 30, 1999, between Nicklebys.com,
          Inc., and Bruce A. Capra. (Incorporated herein by reference to Exhibit
          10.9  to  the  Registration   Statement  on  Form  10-SB/A,  File  No.
          000-33339, filed November 14, 2001.)

10.10     Stock Option Agreement dated December 30, 1999, between Nicklebys.com,
          Inc.,  and Scott M.  Thornock.  (Incorporated  herein by  reference to
          Exhibit 10.10 to the Registration  Statement on Form 10-SB/A, File No.
          000-33339, filed November 14, 2001.)

10.11     Stock Option Agreement dated December 30, 1999, between Nicklebys.com,
          Inc.,  and  Richard E. Capra.  (Incorporated  herein by  reference  to
          Exhibit 10.11 to the Registration  Statement on Form 10-SB/A, File No.
          000-33339, filed November 14, 2001.)

10.12     Stock Option Agreement dated December 30, 1999, between Nicklebys.com,
          Inc., and Entrepreneur Investments.  (Incorporated herein by reference
          to Exhibit 10.12 to the Registration  Statement on Form 10-SB/A,  File
          No. 000-33339, filed November 14, 2001.)

10.13     Stock Option Agreement dated December 30, 1999, between Nicklebys.com,
          Inc., and Paul J. Zueger. (Incorporated herein by reference to Exhibit
          10.13  to  the  Registration  Statement  on  Form  10-SB/A,  File  No.
          000-33339, filed November 14, 2001.)

10.14     Stock Option Agreement dated December 30, 1999, between Nicklebys.com,
          Inc., and the Zueger Family Trust.  (Incorporated  herein by reference
          to Exhibit 10.14 to the Registration  Statement on Form 10-SB/A,  File
          No. 000-33339, filed November 14, 2001.)

10.15     Stock Option Agreement dated December 30, 1999, between Nicklebys.com,
          Inc., and Mark Crossen.  (Incorporated  herein by reference to Exhibit
          10.15  to  the  Registration  Statement  on  Form  10-SB/A,  File  No.
          000-33339, filed November 14, 2001.)

10.16     Stock Option Agreement dated December 30, 1999, between Nicklebys.com,
          Inc., and Mark K. Shaner. (Incorporated herein by reference to Exhibit
          10.16  to  the  Registration  Statement  on  Form  10-SB/A,  File  No.
          000-33339, filed November 14, 2001.)

10.17     Industrial Lease dated August 28, 2000,  between Ward West Properties,
          LLC,  and  Nicklebys.com,  Inc.  (Incorporated  herein by reference to
          Exhibit 10.17 to the Registration  Statement on Form 10-SB/A, File No.
          000-33339, filed November 14, 2001.)

10.18     Stock   Option   Agreement   dated   November   16,   2000,    between
          Nicklebys.com,  Inc.,  and  Patricia  Cudd.  (Incorporated  herein  by
          reference  to  Exhibit  10.18 to the  Registration  Statement  on Form
          10-SB/A, File No. 000-33339, filed November 14, 2001.)

10.19     Consignment Agreement dated September 1, 2001, between  Nicklebys.com,
          Inc.,  and  Thomas H.  Akins  Company,  Inc.  (Incorporated  herein by
          reference  to  Exhibit  10.19 to the  Registration  Statement  on Form
          10-SB/A, File No. 000-33339, filed November 14, 2001.)

10.20     Agreement for Extension of  Consignment  Agreement  dated November 29,
          2001, between  Nicklebys.com,  Inc., and Thomas H. Akins Company, Inc.
          (Incorporated herein by reference to Exhibit 10.20 to the Registration
          Statement on Form  10-SB/A,  File No.  000-33339,  filed  November 14,
          2001.)

10.21     Affiliate  Agreement.  (Incorporated  herein by  reference  to Exhibit
          10.21  to  the  Registration  Statement  on  Form  10-SB/A,  File  No.
          000-33339, filed November 14, 2001.)

10.22     ArtRx.com  Terms &  Conditions.  (Incorporated  herein by reference to
          Exhibit 10.22 to the Registration  Statement on Form 10-SB/A, File No.
          000-33339, filed November 14, 2001.)

31.1      Certification  Pursuant  to  Rule   13a-14(a)/15d-14(a),   as  Adopted
          Pursuant to Section 302 of the  Sarbanes-  Oxley Act of 2002 for Scott
          H. Thornock


                                       16
<PAGE>






31.2      Certification  Pursuant  to  Rule   13a-14(a)/15d-14(a),   as  Adopted
          Pursuant to Section 302 of the  Sarbanes-  Oxley Act of 2002 for Bruce
          A. Capra

32.1      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002 for Bruce A. Capra.

32.2      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to  Section  906 of  the  Sarbanes-Oxley  Act of  2002  for  Scott  M.
          Thornock.

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 Nicklebys'  annual
financial  statement and review of financial  statements included in Form 10-QSB
reports and services  normally  provided by the  accountant in  connection  with
statutory and regulatory  filings or  engagements  were $ 14,750 for fiscal year
ended 2002 and $ 9,500 for fiscal year ended 2003.

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

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal  accountant that are reasonably related to the
performance of the audit or review of Nicklebys'  financial  statements that are
not  reported  above were $ -0- for fiscal year ended 2002,  and $-0- for fiscal
year ended 2003.

Tax Fees
--------

The aggregate fees billed in each of the last two fiscal years for  professional
services  rendered by the principal  accountant for tax compliance,  tax advise,
and tax planning  were $-0- for fiscal year ended 2002 and $ -0- for fiscal year
ended 2003.

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

The aggregate  fees billed in each of the last two fiscal years for products and
services provided by the principal accountant,  other than the services reported
above  were $ -0- for fiscal  year  ended  2002 and $ -0- for fiscal  year ended
2003.

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.


                                   SIGNATURES
                                   ----------

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

                                         NICKLEBYS.COM, INC.
                                         -------------------




Date:  March 30, 2005                    By: /s/ Scott M. Thornock
                                            ---------------------------------
                                            Scott M. Thornock, Chief Executive
                                            Officer, Chief Financial Officer
                                            and Secretary


                                       17
<PAGE>






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 30, 2005                    By: /s/ Scott M. Thornock
                                            ----------------------------------
                                            Scott M. Thornock, Chief Executive
                                            Officer, Chief Financial Officer,
                                            Secretary and Director



Date:  March 30, 2005                    By: /s/ Bruce A. Capra
                                            ----------------------------------
                                            Bruce A. Capra, President and
                                            Chairman of the Board of Directors

































                                       18
<PAGE>


















                               NICKLEBYS.COM, INC.
                               -------------------

                        Consolidated Financial Statements
     (With Report of Independent Registered Public Accounting Firm Thereon)

                           December 31, 2004 and 2003




























                            Cordovano and Honeck LLP
                          Certified Public Accountants
                                Denver, Colorado





<PAGE>




                               NICKLEBYS.COM, INC.
                   Index to Consolidated Financial Statements


                                                                        Page
                                                                        ----

Report of independent registered public accountanting firm.......        F-2

Consolidated balance sheet at December 31, 2004..................        F-3

Consolidated statements of operations for the years ended
    December 31, 2004 and 2003...................................        F-4

Consolidated statement of changes in shareholders' deficit

    from January 1, 2003 through December 31, 2004...............        F-5

Consolidated statements of cash flows for the years ended
    December 31, 2004 and 2003...................................        F-6

Notes to consolidated financial statements.......................        F-7





































                                       F-1
<PAGE>






           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM
           ----------------------------------------------------------

To the Board of Directors and
Shareholders of Nicklebys.com, Inc.:


We have audited the accompanying  consolidated  balance sheet of  Nicklebys.com,
Inc., a Colorado corporation,  and subsidiaries as of December 31, 2004, and the
related consolidated  statements of operations,  changes in shareholders' equity
(deficit),  and cash  flows  for each of the years in the two year  period  then
ended.  These  consolidated  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  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 Nicklebys.com,  Inc.
and  subsidiaries  as of December 31, 2004, and the results of their  operations
and their cash flows for each of the years in the two year  period then ended 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 discussed in Note 1 to the
consolidated  financial  statements,  the Company's significant operating losses
raise substantial doubt about their ability to continue as a going concern.  The
consolidated  financial  statements  do not contain any  adjustments  that might
result from the outcome of this uncertainty.



Cordovano and Honeck LLP
Denver, Colorado
March 8, 2005














                                       F-2
<PAGE>



<TABLE>
<CAPTION>
                               NICKLEBYS.COM, INC.
                           Consolidated Balance Sheet

                                December 31, 2004

                                     Assets
                                     ------
<S>                                                                         <C>
Current assets:
   Cash................................................................     $            79
   Accounts receivable.................................................                 850
   Merchandise inventories, at the lower of cost or market.............               5,370
                                                                            ----------------

      Total current assets.............................................     $         6,299
                                                                            ================

                      Liabilities and Shareholders' Deficit
                      -------------------------------------

Current liabilities:
   Accounts payable, trade.............................................     $        16,219
   Accrued salaries (Note 2)...........................................              20,000
   Other accrued liabilities...........................................                  68
                                                                            ----------------

      Total current liabilities........................................              36,287
                                                                            ----------------

Shareholders' deficit (Note 4):
   Preferred stock, par value $0.001; 3,000,000 shares authorized;
     -0- shares issued and outstanding.................................                  --
   Common stock, par value $0.0001; 30,000,000 shares authorized;
     2,901,011 shares issued and outstanding...........................                 291
   Additional paid-in capital..........................................           5,266,810
   Retained deficit....................................................          (5,297,089)
                                                                            ----------------

      Total shareholders' deficit......................................             (29,988)
                                                                            ----------------

      Total liabilities and shareholders' deficit......................     $         6,299
                                                                            ================
</TABLE>




















          See accompanying notes to consolidated financial statements.
                                       F-3
<PAGE>



<TABLE>
<CAPTION>
                               NICKLEBYS.COM, INC.
                      Consolidated Statements of Operations

                                                                     For the Years Ended
                                                                       December 31,
                                                             ------------------------------------
                                                                   2004                2003
                                                             ----------------    ----------------
<S>                                                          <C>                 <C>
Sales and service revenues:
   Sales of artwork and collectables....................     $        37,679     $        227,409
   Commission revenue...................................                  --                2,991
   Hosting fees.........................................                  --                   50
                                                             ----------------    ----------------
      Total sales and service revenues..................              37,679              230,450
                                                             ----------------    ----------------

Costs and expenses:
   Cost of sales, artwork and collectables:
    Related party (Note 2)..............................                  --               49,445
    Others..............................................              46,429              185,450
                                                             ----------------    ----------------
      Total cost of sales...............................              46,429              234,895

   Sales and marketing (Note 2).........................              13,416               68,463
   Depreciation and amortization........................               1,878               10,120
   Loss due to market decline of inventory (Note 1).....              15,000                   --
   Impairment charge (Note 1)...........................                  --                6,275
   General and administrative:
    Related parties (Note 2)............................               4,472                   --
    Others .............................................              45,328              142,426
                                                             ----------------    ----------------
      Total general and administrative expenses.........              49,800              142,426
                                                             ----------------    ----------------

         Total operating expenses.......................             126,523              462,179
                                                             ----------------    ----------------

            Loss from operations........................             (88,844)            (231,729)

Other income:
   Interest income......................................                  --                   94
   Other income.........................................                  --                1,508
                                                             ----------------    ----------------
         Net loss before income taxes...................             (88,844)            (230,127)
                                                             ----------------    ----------------

Provision for income taxes (Note 5).....................                  --                   --
                                                             ----------------    ----------------
         Net loss.......................................     $       (88,844)    $       (230,127)
                                                             ================    =================

Basic and diluted loss per share........................     $         (0.03)    $          (0.08)
                                                             ================    =================

Weighted average common shares outstanding..............           2,901,011            2,901,011
                                                             ================    =================
</TABLE>













          See accompanying notes to consolidated financial statements.
                                       F-4
<PAGE>



<TABLE>
<CAPTION>
                               NICKLEBYS.COM, INC.
           Consolidated Statement of Changes in Shareholders' Deficit



                                        Common Stock            Additional                      Total
                                 ---------------------------     paid-in        Retained     shareholders'
                                    Shares       Par value       capital        deficit        deficit
                                 ------------   ------------   ------------   ------------   ------------
<S>                              <C>            <C>            <C>            <C>            <C>
Balance at
   January 1, 2003...............  2,901,011    $       291    $ 5,266,810    $(4,978,118)   $   288,983
Net loss.........................         --             --             --       (230,127)      (230,127)
                                 ------------   ------------   ------------   ------------   ------------
Balance at
   December 31, 2003.............  2,901,011            291      5,266,810     (5,208,245)        58,856
Net loss.........................         --             --             --        (88,844)       (88,844)
                                 ------------   ------------   ------------   ------------   ------------
Balance at
   December 31, 2004.............  2,901,011    $       291    $ 5,266,810    $(5,297,089)   $   (29,988)
                                 ============   ============   ============   ============   ============
</TABLE>

































          See accompanying notes to consolidated financial statements.
                                       F-5
<PAGE>



<TABLE>
<CAPTION>
                               NICKLEBYS.COM, INC.
                      Consolidated Statements of Cash Flows

                                                                            For the Years Ended
                                                                                December 31,
                                                                    ------------------------------------
                                                                          2004                2003
                                                                    ----------------    ----------------
<S>                                                                 <C>                 <C>
Cash flows from operating activities:
   Net loss....................................................     $       (88,844)    $      (230,127)
   Adjustments to reconcile net loss to net cash
     used by operating activities:
      Impairment charges (Note 1)..............................              15,000               6,675
      Depreciation and amortization............................               1,878              10,120
      Changes in working capital items:
         Decrease in inventory and other current assets........              46,282             163,506
         (Decrease) Increase in accounts payable and other
           current liabilities.................................              25,606                (527)
                                                                    ----------------    ----------------
            Net cash used in operating activities..............                 (78)            (50,353)
                                                                    ----------------    ----------------

Cash flows from investing activities:
    Capital expenditures.......................................                  --                (555)
                                                                    ----------------    ----------------
            Net cash used in investing activities..............                  --                (555)
                                                                    ----------------    ----------------

            Net change in cash.................................                 (78)            (50,908)

Cash, beginning of year........................................                 157              51,065
                                                                    ----------------    ----------------

Cash, end of year..............................................     $            79     $           157
                                                                    ================    ================

Supplemental disclosures of cash flow information:
   Cash paid during the year for:
      Interest.................................................     $            --     $            56
                                                                    ================    ================
      Income taxes.............................................     $            --     $            --
                                                                    ================    ================
</TABLE>


























          See accompanying notes to consolidated financial statements.
                                       F-6
<PAGE>



                               NICKLEBYS.COM, INC.
                   Notes to Consolidated Financial Statements



(1)  Summary of Significant Accounting Policies
-----------------------------------------------

The Company
-----------
Nicklebys.com,  Inc. (the  "Company")  was  incorporated  in Colorado in January
1999.  The Company  conducted  live art auctions of its own  inventory  over the
Internet and at designated sites throughout the United States. In addition,  the
Company  retailed  artwork at its  showroom in Wheat  Ridge,  Colorado  and sold
consignment  artwork on behalf of others.  The Company has two  inactive  wholly
owned  subsidiaries;  Nicklebys  Auction Gallery Ltd. ("NAGL") and Art Exchange,
Inc.  ("AEI").  NAGL and AEI were  organized  in  Colorado on March 16, 1994 and
March 15, 1999, respectively.

Liquidity
---------
Due to general  economic  conditions  and other  factors,  the  Company  did not
achieve its planned  operations within the time frames originally  envisioned by
management.  In 2003, management decided to abandon its business model, sell off
its remaining  inventory  and to seek other  business  opportunities.  In August
2003,  the Company  terminated  all  employees,  relocated  to the premise of an
affiliate,  Estate  Traders,  Inc., and contracted with the affiliate to operate
the Company until  substantially  all inventory is sold and business  operations
are  terminated  in exchange  for a commission  of 30 percent of each sale.  The
preceding factors affect the comparability of the Company's financial results of
operations, cash flows and financial position.

Principles of consolidation
---------------------------
The consolidated  financial  statements  include the accounts of the Company and
its wholly  owned  subsidiaries  (NAGL and AEI).  All  significant  intercompany
accounts and transactions have been eliminated in consolidation.

Reclassifications
-----------------
Certain 2003 amounts have been reclassified to conform to the 2004 presentation.

Use of estimates
----------------
The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect  certain  reported  amounts of assets and  liabilities;
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. Accordingly, actual results could differ from those estimates.

Loss per common share
---------------------
The  Company  computes  net  loss per  share in  accordance  with  Statement  of
Financial  Accounting  Standards  (SFAS) No. 128 "Earnings per Share." Under the
provisions of SFAS No. 128, basic net loss per share is computed by dividing the
net loss available to common shareholders for the period by the weighted average
number of common  shares  outstanding  during the  period.  Diluted net loss per
share is computed by dividing the net loss available to common  shareholders for
the period by the weighted average number of common and common equivalent shares
outstanding during the period.  Common equivalent  shares,  consisting of common
shares issuable upon the exercise of stock options,  are included in diluted net
loss per share to the extent such shares are  dilutive.  As of December 31, 2004
and  2003,  there  were -0- and  2,130,000  vested  stock  options  outstanding,
respectively,  which  were  excluded  from  the  calculation  of  net  loss  per
share-diluted because they were antidilutive.






                                       F-7
<PAGE>



                               NICKLEBYS.COM, INC.
                   Notes to Consolidated Financial Statements



Financial instruments and cash equivalents
------------------------------------------
The Company's financial  instruments  including accounts receivable and accounts
payable are carried at cost, which  approximates their fair value because of the
short-term maturity of these instruments.  For financial accounting purposes and
the  statement of cash flows,  cash  equivalents  include all highly liquid debt
instruments  purchased  with an original  maturity of three  months or less.  At
December 31, 2004 there were no cash equivalents.

Allowance for Doubtful Accounts
-------------------------------
The Company has no allowance  established  for doubtful  accounts  receivable as
management considers all receivables to be fully collectible.

Inventories
-----------
Inventories,  consisting of retail artwork and  collectibles,  are stated at the
lower of cost  (using the  specific  identification  method) or market.  In 2004
management  determined that the revenue  producing  ability of certain inventory
was no longer as great as its original cost. The loss in utility,  determined by
management  to be $15,000 and $-0- in 2004 and 2003,  respectively,  was charged
against revenue.  The losses are reflected as part of operating  expenses in the
accompanying financial statements.

Property, equipment and depreciation
------------------------------------
Property  and  equipment  are  stated  at cost  less  accumulated  depreciation.
Depreciation  is calculated  using the  straight-line  method over the estimated
useful  lives of the  assets,  which is  estimated  to be three to seven  years.
Expenditures  for repairs and  maintenance are charged to expense when incurred.
Expenditures for major renewals and  betterments,  which extend the useful lives
of existing equipment, are capitalized and depreciated.

Upon  retirement or disposition of property and equipment,  the cost and related
accumulated depreciation are removed from the accounts and any resulting gain or
loss is recognized in the consolidated statements of operations.

At December 31, 2004,  all of the Company's  property and  equipment  were fully
depreciated. Depreciation expense totalled $1,878 and $9,445 for the years ended
December 31, 2004 and 2003, respectively.

In 2003,  management  determined that the revenue  producing  ability of certain
equipment  was no longer as great as its  original  cost.  The loss in  utility,
determined by  management to be $-0- and $6,275 in 2004 and 2003,  respectively,
was charged against revenue.

Intangible assets
-----------------
Intangible assets are amortized as follows:

Capitalized website software......................      3 years
Mailing list......................................      3 years

At December 31, 2004,  the  Company's  intangible  assets were fully  amortized.
Amortization  expense  totalled  $338 and $675 for the years ended  December 31,
2004 and 2003, respectively.

Impairment of long-lived assets
-------------------------------
In accordance with Statement of Financial  Accounting  Standards (SFAS) No. 144,
Accounting  for the  Impairment  or Disposal of Long-Lived  Assets,  the Company
evaluates  their  long-lived  assets  (excluding the full cost pool),  including
related  intangibles,  of identifiable  business  activities for impairment when
events or changes in circumstances  indicate, in management's judgment, that the
carrying  value of such  assets may not be  recoverable.  The  determination  of
whether   impairment  has  occurred  is  based  on   management's   estimate  of



                                       F-8
<PAGE>



                               NICKLEBYS.COM, INC.
                   Notes to Consolidated Financial Statements



undiscounted  future  cash flows  attributable  to the assets as compared to the
carrying value of the assets.  If impairment  has occurred,  estimating the fair
value for the assets and recording a provision for loss if the carrying value is
greater than fair value determine the amount of the impairment  recognized.  For
assets  identified to be disposed of in the future,  the carrying value of these
assets  is  compared  to the  estimated  fair  value  less  the  cost to sell to
determine  if  impairment  is  required.  Until the assets are  disposed  of, an
estimate of the fair value is re-determined when related events or circumstances
change.

Revenue recognition
-------------------
Revenue is recognized when earned.  The Company's revenue  recognition  policies
are  in  compliance  with  all  applicable  accounting  regulations,   including
Securities and Exchange  Commission Staff  Accounting  Bulletin No. 101, Revenue
Recognition, and Financial Accounting Standards Board Emerging Issues Task Force
No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent.

Gross revenue from retail sales, regular and Internet auctions,  and consignment
sales  of the  Company's  inventory  by  third  party,  is  recognized  when the
Company's  merchandise  inventory  is  sold  and  shipped  or  delivered  to the
customer.  The Company provides a 14-day money-back guarantee on all merchandise
sold. Historical returns are approximately 1 percent. Accordingly, no revenue is
deferred in the accompanying financial statements.

Revenue from  consulting and other  services are recognized as the  consultation
and other services are performed.

In  addition,  the Company  acts as an agent for artists and art  galleries  and
sells their  merchandise  consigned to the Company.  For consigned  merchandise,
where the Company does not take title to the inventory,  the Company  recognizes
net commission revenue at the time of sale.

Stock-based compensation
------------------------
The Company  accounts for  stock-based  employee  compensation  arrangements  in
accordance with Accounting  Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees"  and complies with the  disclosure  provisions of
SFAS  No.  123,  "Accounting  for  Stock-Based   Compensation."  Under  APB  25,
compensation  expense is based on the difference,  if any, on the date of grant,
between  the fair  value of the  Company's  stock and the  exercise  price.  The
Company  accounts  for stock  issued to  non-employees  in  accordance  with the
provisions of SFAS No. 123 and the Consensus on EITF Issue No. 96-18.

Income taxes
------------
The Company  reports income taxes in accordance  with SFAS No. 109,  "Accounting
for Income Taxes",  which requires the liability method in accounting for income
taxes. Deferred tax assets and liabilities arise from the difference between the
tax basis of an asset or  liability  and its  reported  amount on the  financial
statements.  Deferred tax amounts are determined by using the tax rates expected
to be in effect  when the taxes will  actually be paid or refunds  received,  as
provided under currently enacted law. Valuation  allowances are established when
necessary  to reduce the  deferred  tax  assets to the  amounts  expected  to be
realized.  Income  tax  expense or  benefit  is the tax  payable or  refundable,
respectively,  for the period plus or minus the change  during the period in the
deferred tax assets and liabilities.


(2)  Related Party Transactions
-------------------------------

In March 2005, the Board of Directors  approved the payment of accrued  salaries
to the president and chief financial officer. Such salaries,  totalling $20,000,
were related to work  performed by the officers  during the year ended  December
31,  2004.  This amount is  reflected  as accrued  salaries in the  accompanying
financial statements.




                                       F-9
<PAGE>



                               NICKLEBYS.COM, INC.
                   Notes to Consolidated Financial Statements



Commencing  August  2003,  the  Company  contracted  with an  affiliate,  Estate
Traders, Inc., to operate the Company until substantially all inventory are sold
and business  operations  are  terminated  in exchange  for a  commission  of 30
percent of each sales.  During the years ended  December 31, 2004 and 2003,  the
Company paid commissions to its affiliate of $13,416 and $16,500, respectively.

In August 2003,  the Company  relocated its  operations to the premise of Estate
Traders,  Inc.  During the years ended  December 31, 2004 and 2003,  the Company
paid rent to its affiliate in the amount of $4,472 and $-0-, respectively.

The Company purchases its merchandise inventory from an officer and an affiliate
in the  normal  course  of  business.  During  the  years  ended  2004 and 2003,
respectively,  the Company purchased inventory in the amount of $-0- and $48,805
from the officer, and $-0- and $640 from the affiliate.


(3)  Line of Credit
-------------------

The  Company  has a line of credit  for  $5,000,  of which  $5,000 was unused at
December 31, 2004.  Advances made on the line of credit carry an average  annual
interest  rate of  approximately  5  percent  at  December  31,  2004 and may be
extended  annually  with the consent of the financial  institution.  The line of
credit is  personally  guaranteed by the President of the Company and secured by
the Company's cash deposits at the financial institution.


(4)  Capital Stock
------------------

Preferred stock
---------------
As provided in its Articles of Incorporation, the Company is authorized, subject
to limitations  prescribed by Colorado law, for the issuance of preferred  stock
in one or more series as determined by the Board of Directors.  Each series must
designate  the number of shares in the  series  and each share of a series  must
have  identical  rights  of  (1)  dividend,   (2)  redemption,   (3)  rights  in
liquidation,  (4) sinking fund provisions for the redemption of the shares,  (5)
terms of  conversion  and (6) voting  rights.  At December 31, 2004,  there were
3,000,000  shares of preferred  stock  authorized  for  issuance,  and no shares
issued and outstanding.

Common stock
------------
The Company is authorized to issue 30,000,000 shares of $0.0001 par value common
stock. At December 31, 2004,  there were 2,901,011 shares of common stock issued
and outstanding.

Stock Options
-------------
At January 1, 2003,  the Company had options  outstanding,  including  1,105,000
options  issued to  officers  and  employees  and  1,025,000  options  issued to
non-employees. All options expired on December 29, 2004. A summary of the status
of the Company's stock option awards is presented as follows:












                                      F-10
<PAGE>



                               NICKLEBYS.COM, INC.
                   Notes to Consolidated Financial Statements



<TABLE>
<CAPTION>
                                                            Weighted     Weighted Avg
                                              Number          Avg         Remaining
                 Options                   Exercisable   Exercise Price      Life
-------------------------------------------------------  --------------  ------------
<S>                                        <C>                <C>          <C>
Outstanding at January 1, 2003........       2,130,000        $0.66        2 years
Granted...............................               -
Exercised.............................               -
Cancelled.............................               -
Expired...............................               -
                                           ------------
Outstanding at December 31, 2003......       2,130,000        $0.66        1 year
Granted...............................               -
Exercised.............................               -
Cancelled.............................               -
Expired...............................      (2,130,000)
                                           ------------
Outstanding at December 31, 2004......               -
                                           ============
</TABLE>


(5)  Income Taxes
-----------------

A reconciliation of U.S. statutory federal income tax rate to the effective rate
is as follows for the years ended December 31, 2004 and 2003:

                                                 2004                2003
                                           ----------------    ----------------

U.S. statutory federal rate................         20.08%              26.92%
State income tax rate......................          4.00%               3.65%
Net operating loss for which minimal
   tax benefit is currently available......        -24.08%             -30.57%
                                           ----------------    ----------------
                                                     0.00%               0.00%
                                           ================    ================

Deferred  income taxes from operations for the years ended December 31, 2004 and
2003, consisted of the following  components:  (1) current tax benefit resulting
from the net loss before  income taxes,  and (2) deferred tax expense  resulting
from the valuation  allowance  recorded against the deferred tax asset (which is
substantially comprised of net operating losses carryfoward).  The net operating
loss carryfoward  totalled  $715,533 and $626,709,  respectively at December 31,
2004 and 2003. The amount of valuation allowance, which approximates the current
tax  benefit,  for the years ended  December  31, 2004 and 2003 were $21,389 and
$94,006,  respectively,  resulting in net change of $72,617.  Net operating loss
carryforwards will expire through 2024.

The valuation  allowance will be evaluated at the end of each year,  considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced;  reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer  impaired and the  allowance is
no longer required.

Should the Company undergo an ownership change, as defined in Section 382 of the
Internal  Revenue  Code,  the Company's  tax net  operating  loss  carryforwards
generated prior to the ownership change will be subject to an annual  limitation
that could reduce or defer the utilization of those losses


                                      F-11
<PAGE>



                               NICKLEBYS.COM, INC.
                   Notes to Consolidated Financial Statements



(6)  Subsequent Event
---------------------

In  January  2005,  the  Company  entered  into a letter  of intent to merge its
business  operations  with  Telzuit  Technologies,  LLC,  ("Telzuit")  a Florida
limited liability company headquartered in Orlando,  Florida. Telzuit is engaged
in the  development  of a  wireless  heart-monitoring  device.  If the merger is
ultimately  consummated,  Telzuit  will  acquire a  controlling  interest of the
Company's issued and outstanding  shares of common stock.  However,  there is no
assurance that the merger will be consummated.










































                                      F-12