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, 2003

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


                                        1
<PAGE>


State issuer's revenues for its most recent fiscal year. $230,450.

Of the 2,901,011 shares of voting stock of the registrant issued and outstanding
as of March 31, 2003,  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.

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


                                     PART I
                                     ------

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

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

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

Our web site on the Internet located at http://www.nicklebys.com features a wide
variety of fine art,  antiques  and  collectibles.  At December  31,  2003,  our
inventory was valued, at the lower of cost or market, at approximately  $66,799.
These items are located at our showroom in Wheat Ridge,  Colorado,  and include,
as of the date of this report, the following:

o    Italian oil paintings;

o    Contemporary artworks;

o    Modern masters;

o    Original paintings;

o    Antique art;

o    Southwest art;

o    Art books;

o    Sculpture;

o    Antiques/collectibles;

o    Jewelry;

o    Decorative art; and

o    Wholesale items.

The Italian oil paintings comprise 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.  These artists  represent a number of Italian
cities, including,  among others, Napoli, Venice, Naples and Bergamo. Each piece
comes with a biography of the artist, a full color photograph,  a certificate of
authenticity  and an  appraisal.  Our  inventory  of  contemporary  works of art
includes serigraphs,  etchings,  lithographs,  mezzotints,  engravings and other
contemporary  artworks from the 1950's to the present.  The artists  represented
include,  among many others,  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 is 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 inventory of original  paintings  includes oils,
acrylics and  watercolors  by artists  throughout  the world.  A few of the many
artists represented include Robert Katona,  Alexander Sheversky,  Katia Pissarro
and Frank Howell.

The  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. Our
southwest  art  collection   includes   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 offer 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.


                                        2
<PAGE>


Our new and antique sculpture collection includes bronze,  silver, gold, spelter
and/or marble  sculptures  from  traditional  to avant garde by artists such as,
Mayer,  Charles Bragg and Torriane.  Our  collection of antiques,  artifacts and
collectibles includes,  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.  Our decorative art pieces include,  primarily,  crystal compotes,
glassware,  screens,  figurines and vases.  The "wholesale"  items that we offer
include 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.

The sources for our inventory include, among others,  estates,  private parties,
collectors  and  publishers.  We have 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
---------------

As a small online/live  auction house, we are dedicated to serving the fine art,
antique and/or  collectible  enthusiast with a wide variety of products featured
on our web site  located at  http://www.nicklebys.com,  expert  information  and
superior  customer  service.  We seek to exceed the more limited  selections  of
products  offered by art  galleries,  art and/or  antique  brokers and  dealers,
antique stores, auction houses and others. We believe that we are able to exceed
the collections of many of these  traditional  stores because we are not limited
with respect to display and storage area. We strive to provide  customers with a
convenient,  one-stop shopping experience by providing an organized, logical and
customer-friendly  Internet  site  designed  in an  attractive  manner  so as to
capture and maintain the interest of most  visitors.  The site is organized such
that there are 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,  are
displayed  in each room.  We conduct an auction  online in each  auction room in
real time and on a continuous basis; i.e., twenty-four hours per day, seven days
per week.  At any one time,  a minimum of  approximately  400 items of fine art,
antiques  and  collectibles  are  available  to be  purchased  by bidding in the
auction conducted in each room. Each item is offered for bid, on average,  for a
period of seven to fourteen days. Our auction site is  interactive.  Each bidder
who  desires  to  purchase  an item is  required  to enter his bid online in the
manner directed under the caption  "Register." The bidder is notified if his bid
is surpassed by the bid of another  bidder,  and he is given  sufficient time to
enter a new bid.  At any one time,  information  such as the highest bid and the
time remaining to bid, is available to all bidders and site  visitors.  Upon our
acceptance of the final bid, the highest bidder is notified of our acceptance of
his bid. Detailed instructions are available on our site to enable the bidder to
consummate  the  purchase  transaction  with as much ease and  simplicity  as is
possible.  Payment  arrangements  can be made  using  credit  cards  and  escrow
accounts.  We have  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 have an alliance  with eBay,  Inc.,  the largest  existing  auction house and
online  retailer,  which  gives us a major  presence  on eBay's home page on the
Internet.  A detailed  description of our alliance with eBay appears below under
"- Marketing - eBay, Inc."

We attract and retain customers by emphasizing the following key factors:

Extensive Product Selection Enables One-Stop-Shopping. We provide consumers with
one-stop-shopping  for their  fine art,  antique  and  collectible  needs,  with
delivery  direct to their door.  We offer a broad  selection of products that we
expect to transcend  the limited  selections of many art  galleries,  art and/or
antique brokers and dealers, antique stores, auction houses and others. However,
our  ability to provide a  selection  of products  that  exceeds  the  selection
offered by the aforementioned sellers is limited by the fact that we do not have
extensive  assets  and  we  have  realized  substantial  net  losses  since  our
inception.  Our online  business model enables us to aggregate a diverse product
selection that is not generally  found in a single retail outlet and dynamically
change our product mix to meet consumer needs and interests.

Expert  Information.  Accompanying  each  piece  featured  on the web  site is a
detailed  description  of the type of item, the title or caption of the item and
its  dimensions,  condition  and  availability.  If the piece is an original,  a
description of the original  work,  the technology of production,  the mounting,
whether the item is signed and the identity and  location of the  publisher  are
also  included.  Accompanying  each print  reproduction  is a description of the
paper on which it is printed  together with  information on whether the print is
signed or numbered. In this manner, we tightly integrate broad product selection
with highly relevant content, providing consumers with the information they need
to make informed purchase decisions.

Superior  Shopping  Experience.   We  believe  that  we  provide  an  intuitive,
easy-to-use web site,  offering extensive product selection supported by tightly
integrated,   relevant  resource  information.   Each  product  presentation  is
supported by a high-resolution  photograph of the item available for sale on our
web site.

Quality Customer Service. The typical online shopping experience begins with the
search for products that meet  specific  needs,  including  the online  ordering
process and extends  through  product  delivery and  post-purchase  support.  We
believe that the ability to accurately fulfill orders,  ship products quickly to
a customer's door or efficiently  handle  customer  inquiries is as important to
customer  satisfaction as product selection.  As of the date of this report, our
in-house customer service  operation is limited to two employees,  one part time
and one full time.


                                        3
<PAGE>


Money-Back Guarantee and Guarantee of Authenticity.
---------------------------------------------------

Unlike other  competitors,  most of whose  inventory is limited  exclusively  or
primarily to items offered on consignment, we guarantee the authenticity of each
piece we sell with a written  appraisal  of the value of the item at the time of
purchase.  Mr. Capra is a certified  personal property appraiser and a member of
the Certified  Appraisers Guild of America. He examines each item sold to ensure
its  authenticity  and provide a written  appraisal  of value.  Furthermore,  we
provide each customer with a fourteen-day,  money-back  guarantee permitting the
return of the item within  fourteen days if the customer is not  satisfied  with
its genuineness or authenticity, or for any other reason.

Further, the traffic on our Internet site from new visitors decreased as we sold
exclusively  on eBay during the year ended December 31, 2003, as compared to the
year ended December 31, 2002.

The Internet and Electronic Commerce
------------------------------------

The Internet has become an increasingly  significant  medium for  communication,
exchange of information and commerce. We believe this increased usage is because
of a number of factors, including the following:

o    A large installed base of personal computers;

o    Advances in the speed of personal computers and modems;

o    Easier and less expensive access to the Internet;

o    Improvements in network security, infrastructure and bandwidth;

o    A wider range of online offerings; and

o    Growing consumer awareness of the benefits of online shopping.

However,  there are many risks  associated  with the  conduct of business on the
Internet, including, among others, security, viruses and fraud. While hacking is
a serious threat to electronic  commerce  companies such as  Nicklebys.com,  the
greatest threat to the security of our business  transactions on the Internet is
expected to arise from our own employees.  Nicklebys.com, like most other online
retailers,  intends to continuously  implement a wide range of hardware security
measures to offer network protection and business continuity.  Nevertheless,  we
believe that many companies lack the capital and/or customer demand to warrant a
sizeable  investment  in  electronic   security   protective   applications  and
technologies.  Further,  while many companies have a formal security policy,  we
believe that nearly all are far from adequate and very few companies educate all
members of staff,  conduct risk analysis on a regular basis and regularly assess
their software for security flaws.

With the wide  range of  security  flaws  inherent  in the  Internet,  we can be
expected  to be at a  serious  disadvantage,  as  compared  to our  competitors,
especially  with  regard to  electronic  commercial  transactions  if we fail to
protect or minimize the risks to Nicklebys.com from security threats.  While the
Internet  represents  a  new  and  highly  lucrative  market,  we  expect  to be
challenged by the necessity to become fully aware of new technologies so that we
can manage  the risks  associated  with  conducting  transactions  over the web.
Another  disadvantage to our conducting  business on the Internet is the lack of
physical representation enabling customers to inspect our merchandise in advance
of placing an order and obtaining  customer  services from  personnel  with whom
they are unable to  interact in person.  Because or this,  we are  committed  to
maintaining  a retail  showroom  where the type of customer  unable to develop a
comfort  level in the  absence of  physical  representation  can examine an item
prior to  purchase.  Nevertheless,  we will  likely  be  required  to deal  with
dissatisfied  customers  believing  that the item ordered  online differs in its
physical appearance from the photographic image viewed on the Internet.  Despite
the above-described  and other risks of online retailing,  we intend to focus on
this  method  of  displaying   and  retailing  our  inventory   because  of  the
significantly  reduced cost to us of maintaining a limited  retail  facility and
marketing staff.

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 exhibit  all of the items of fine art,  antiques  and  collectibles  that are
available on our Internet site in the showroom. Additionally, we display certain
pieces in the showroom and not on the Internet if they are being held for a live
auction or if we  believe  that the items will  command a  significantly  higher
price if they are held for a longer  period of time.  Retail sales have declined
since our inception because of our increasing emphasis on online sales.

Marketing
---------

We  rely  on  Estate  Traders,  LLC  for  all of our  promotion,  marketing  and
advertising.  In addition,  we have a strategic  alliance with eBay,  Inc.,  the
largest  existing  auction  house and online  retailer,  which  gives us a major
presence  on eBay's home page on the  Internet.  In order to be listed on eBay's
home  page,  the  listed  dealer or  auction  house  must meet  certain  minimum
standards,  including,  among others: (i) a minimum three-year business history;
(ii)  recognition by peers as an expert in the field; and (iii) the provision of
a fourteen-day,  money-back guarantee. As of the date of this report, we average
eighty-three  pieces  listed  per month on eBay.  The items we list are not also
displayed on our web site.


                                        4
<PAGE>


Our agreement with eBay is verbal, with no duration and no material  termination
provisions.  We pay eBay a  commission  on the sale of each item  listed on eBay
equivalent to twenty per cent of the sale price. 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 represent 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 do not receive any funds from eBay for sales of
merchandise listed on eBay.

Our status  with eBay  entitles  us,  commencing  April 1,  2002,  to reduce our
listing fees from $10 to $5 per item and take  advantage  of other  benefits and
resources, including a retail storefront presence, the branding and the look and
feel of the  Nicklebys.com  web site on eBay and the ability of visitors to link
back and forth between our site and eBay's site.  Additionally,  we are featured
on the eBay home page with a direct link to our auction listings and in the eBay
newsletter  every other month. In addition,  we have the right to run up to four
promotions  on the eBay web site that are  featured on the eBay home page and on
the core pages.

Fulfillment and Distribution
----------------------------

We currently  fulfill all customer  orders from our  facilities  in Wheat Ridge,
Colorado.  We  receive  product,   primarily,  from  estates,  private  parties,
collectors, original collections and other suppliers. Our two executive officers
pick products to fill customer  orders.  We presently  manually  update  product
availability  on our web site.  We pack the items on location at our offices and
then deliver them to UPS, the United  States  Postal  Service or other  shipping
company for  distribution  to consumers  anywhere in the United  States.  We are
committed to shipping accurate orders,  efficiently and effectively.  Mr. Capra,
our  President,  brings  to  Nicklebys.com  his  expertise  in  fulfillment  and
distribution  developed as a result of his experience with American  Design.  We
intend to establish a distribution  center in warehouse  space separate from our
offices at such time, if ever, as the demand for our fine artworks, antiques and
collectibles increases sufficiently.

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

We believe  that a high level of  customer  service  and  support is critical to
retaining and expanding our customer base. We have one part-time  employee whose
responsibilities  are  administrative  and  customer  support  in nature and one
full-time employee who assists with,  although his primary  responsibilities  do
not include, customer service and support. Additionally, Mr. Bruce A. Capra, our
President, is available via telephone,  generally,  from 8:30 a.m. to 4:30 p.m.,
Mountain Time, Monday to Friday, and can also be reached by e-mail or facsimile.
Presently,  we provide, by e-mail order and shipping confirmation (with tracking
numbers),  notification of customers regarding out-of-stock  situations and, for
those orders, frequent updating of customers on order status.

We are dedicated to customer  satisfaction.  We deliver on this  commitment in a
number of ways, including:

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;

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.  Our liability with
regard to our  product  guarantee  is  limited to the refund of the price of the
merchandise  purchased.  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 believe that we would ever incur any
liability with regard to our customer service  guarantee.  Regarding the privacy
guarantee, we cannot envision a circumstance as a result of which we would incur
liability,  except in the event that a third party gained unauthorized access to
customer information through our web site, because we do 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.

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

We have  implemented  services and systems for site  management,  searching  and
customer  interaction.  Our  system has been  custom-designed  and  written  for
performance, reliability and scalability using software applications 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.


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<PAGE>


These  systems  and  services  employ  a  combination  of  our  own  proprietary
technologies and commercially available, licensed technologies.  Our proprietary
technologies are embodied in software that is exclusively  owned and implemented
by  us.  We  have  a  non-exclusive  license  to use a  shopping  cart  commerce
application,  which has been  customized  for us. This commerce  application  is
integrated  with  our  custom   software,   enabling  a  fully  automated  order
fulfillment  process.  We realize many  benefits from the  integration  of these
systems, including:

o    Tracking customer orders through the entire supply chain in real-time;

o    Making rapid changes to processes such as a change in shipping policy; and

o    Efficiently expanding our infrastructure.

Our  operating  system is RedHat  Linux 6.2 with kernel  2.2.16 and our software
platform and architecture is integrated with Apache/1.3.12  Ben-SSL/1.41  (Unix)
mod_perl/1.24  web software and database  software mSQL v2.0.11.  Our production
system  is  located  at our  offices  in Wheat  Ridge,  Colorado,  and  provides
twenty-four-hour  engineering  and monitoring  support.  We address the goals of
performance, reliability and scalability. Our objective is to have fast download
times  and  make  use of  caching  and  load  balancing  at the web  server  and
application  level for optimal  performance.  We outsource  development  work to
outside  consultants.  Our web site is up and running  twenty-four  hours a day,
seven days a week.  We anticipate  that we will  continue to devote  significant
resources  to  product  development  in the  future as we add new  features  and
functionality to our web site.

Competition
-----------

The  secondary  market for fine art,  antiques  and  collectibles  is  intensely
competitive.  Competition  is expected  to  intensify  in the future,  which may
result in price  reductions,  fewer customer  orders,  reduced gross margins and
loss of  market  share.  We are aware of a number  of other  companies  that are
presently  retailing fine art,  antiques  and/or  collectibles  online.  Our two
closest  competitors  are  GalleryRow.com,  Reno,  Nevada,  and Ruby  Lane,  San
Francisco,  California.  We believe that there will be an  increasing  number of
online  retailers of fine art,  antiques and  collectibles of the types we offer
and, in the instance of certain reproductions, identical to the reproductions we
offer. Some of our competitors may be able to secure  merchandise from suppliers
on more favorable terms, fulfill customer orders more efficiently and adopt more
aggressive pricing or inventory availability policies than we can.

We believe that the following are principal competitive factors in our market:

o    Web site recognition;

o    Inventory selection;

o    Streamlined shopping experience;

o    Reliability and speed of order shipment;

o    Customer service;

o    Speed and accessibility of web site;

o    Convenience; and

o    Price.

The primary  difference  between our web site and other online sites is that the
fine  artworks,  antiques  and  collectibles  we offer are sold,  primarily,  at
auction to the highest  bidder.  Further,  unlike many other  competitors  whose
inventory is limited  exclusively or primarily to items offered on  consignment,
we guarantee  the  authenticity  of each item and furnish the  purchaser  with a
written  appraisal  of the  value  of the  piece at the  time of  purchase.  Our
guarantee of authenticity is analogous to our product guarantee  described above
under "- Customer  Service."  Accordingly,  our  liability  with  respect to our
guarantee of  authenticity is limited to the refund of the purchase price of the
merchandise.  Historically,  merchandise  representing less than .01% of our net
sales revenue has been returned for a fourteen-day refund in accordance with our
product/authenticity  guarantee.  The  customer  we  target  is  the  dedicated,
discriminate  collector of fine art,  antiques and  collectibles  who values our
ability to guarantee the  authenticity of our products  because of the expertise
and experience of Mr. Bruce A. Capra,  our President and Chairman.  Accordingly,
we compete on the basis of our reputation  among customers as a quality provider
of products that are "100% money-back guaranteed, curated and appraised" and, to
a lesser extent, on the basis of price.

In  addition  to online  dealers,  we  compete  with a variety  of  traditional,
store-based  retailers located both inside and outside the United States.  These
retailers  enable  customers  to see and feel  products  in a manner that is not
possible  over the Internet.  Many of these  competitors  have longer  operating
histories,  larger  customer  or  user  bases,  greater  brand  recognition  and
significantly greater financial, marketing and other resources than we do. These
companies  include  artists,  art  galleries,  art and/or  antique  brokers  and
dealers, antique stores, auction houses and liquidation companies. Many of these
companies  can  devote  substantially  more  resources  to web site and  systems
development than we can. In addition, larger, more well-established and financed
entities may acquire,  invest in or form joint ventures with online  competitors


                                        6
<PAGE>


as the use of the  Internet  and other  online  services  increases.  We hope to
minimize our weaknesses,  including,  among others, our limitations with respect
to personnel, technological, financial and other resources, through our focus on
the  Internet;  which  eliminates  the need for a sizeable  retail  facility and
marketing staff.

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

We rely on a  combination  of  trademark,  trade  secret and  copyright  laws to
protect our intellectual property. These afford only limited protection. Despite
our efforts to protect our proprietary rights,  unauthorized persons may attempt
to copy  aspects of our web site,  including  the look and feel of our web site,
products  that we sell,  product  organization,  product  information  and sales
mechanics.  Unauthorized  persons may also attempt to obtain and use information
that we regard as  proprietary,  such as the technology  used to operate our web
site and our content.  We have not filed an application  to secure  registration
for our trademark,  "Nicklebys.com,"  in the United States or any other country.
Any encroachment upon our proprietary  information,  the unauthorized use of our
trademark,  the  use of a  similar  name by a  competing  company  or a  lawsuit
initiated  against us for the infringement  upon another  company's  proprietary
information or improper use of their trademark, may affect our ability to create
brand name  recognition,  cause  customer  confusion  and/or have a  detrimental
effect on our business.  Litigation or  proceedings  before the U.S.  Patent and
Trademark  Office may be  necessary  in the future to enforce  our  intellectual
property  rights,  to protect our trade secrets and domain name and to determine
the validity and scope of the  proprietary  rights of others.  Any litigation or
adverse  proceeding could result in substantial costs and diversion of resources
and could  seriously  harm our business and  operating  results.  Finally,  with
regard  to our  international  operations,  the  laws of many  countries  do not
protect  our  proprietary  rights  to as great an  extent  as do the laws of the
United States.

Government Regulation
---------------------

We are not currently subject to direct federal,  state or local regulation other
than regulations  applicable to businesses  generally or directly  applicable to
retailing or  electronic  commerce.  To our  knowledge,  no state law limits our
ability to receive bids and conduct sales in our online auctions. However, state
licensing  requirements and other laws and regulations may be adopted that limit
our ability to receive bids online and  otherwise  conduct sales in our Internet
auctions.  As the Internet becomes  increasingly  popular, it is possible that a
number of laws and  regulations  may be adopted  with  respect to the  Internet.
These  laws may  cover  issues  such as user  privacy,  freedom  of  expression,
pricing,  content and quality of products and services,  taxation,  advertising,
intellectual  property  rights and  security of  information.  Furthermore,  the
growth of  electronic  commerce may prompt  demand for more  stringent  consumer
protection laws.  Several states have proposed  legislation to limit the uses of
personal  user  information  gathered  online  or  require  online  services  to
establish  privacy  policies.  The Federal Trade  Commission  has also initiated
action  against  at least  one  online  service  regarding  the  manner in which
personal  information  is collected from users and provided to third persons and
has proposed regulations  restricting the collection and use of information from
minors  online.  We do not currently  provide  individual  personal  information
regarding our users to third persons and we currently do not identify registered
users by age. However, the adoption of additional privacy or consumer protection
laws could create uncertainty in usage of the Internet and reduce the demand for
our products and services or require us to redesign our web site.

We are not  certain how our  business  may be  affected  by the  application  of
existing  laws  governing  issues  such  as  property   ownership,   copyrights,
encryption and other intellectual property issues,  taxation,  libel, obscenity,
qualification  to do business and personal  privacy.  The vast majority of these
laws were adopted prior to the advent of the Internet.  As a result, they do not
contemplate   or  address  the  unique   issues  of  the  Internet  and  related
technologies.  Changes in laws  intended to address  these  issues  could create
uncertainty in the Internet  marketplace.  This uncertainty  could reduce demand
for our fine art, antiques and collectibles, increase the cost of doing business
as a result of litigation costs and/or increase service delivery costs.

Employees
---------

As of the date of this report, we employ one individual. Our part-time personnel
include  Mr.  Bruce  A.  Capra,  our  President  and  Chairman,   whose  primary
responsibilities include photography, listing and shipping. Messrs. Capra serves
in the identical  positions with our two wholly-owned  subsidiaries,  Nickleby's
Auction  Gallery and Art Exchange,  in which they serve with us. Mr. Capra, as a
result  of his  experience  and  expertise  in  dealing  in  art,  antiques  and
collectibles  is a key  of  our  business  success.  We  would  have  difficulty
replacing the experience and expertise of Mr. Capra.

For his services, Mr. Capra has 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.  Our  Chief  Executive  Officer,  Mr.  Scott
Thornock,  has 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,   whatsoever.   These  compensation
arrangements are expected to continue for the foreseeable future.

Except  for  Mr.  Capra,  who  devotes   part-time  to  Nicklebys.com   and  our
subsidiaries, our executive officers and directors plan to devote only such time
to the business and affairs of  Nicklebys.com  and/or our  subsidiary  companies
that each deems necessary.  Presently,  Mr. Thornock regularly devotes a minimal
number  of hours  per  month  to the  business  and  affairs  of  Nicklebys.com,
Nickleby's  Auction Gallery and/or Art Exchange.  Mr. Thornock's time commitment
is not expected to increase for the foreseeable future.

No  employee  is  represented  by a labor  union.  We have never had a strike or
lockout and consider our employee relations to be good.


                                        7
<PAGE>


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

Our  executive  offices and art showroom are located at 7393 44th Avenue,  Suite
One, Wheat Ridge,  Colorado 80033. The facility, a storefront location comprised
of approximately 1,500 square feet, is leased from Estate Traders, LLC at a base
rental rate included in the commission fee we receive.  The term of the lease is
month-to-month.  The space is expected  to be  adequate to meet our  foreseeable
future needs in the Denver,  Colorado,  metropolitan  area.  Our  telephone  and
facsimile  numbers are (303)  425-0607  and (303)  940-2559,  respectively.  The
telephone and facsimile numbers for Nickleby's  Auction Gallery and Art Exchange
are identical to those of Nicklebys.com.


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

From time to time, we may be involved in litigation  relating to claims  arising
out of our ordinary course of business.  As of the date of this report,  neither
Nicklebys.com,  Nickleby's  Auction  Gallery nor 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.
     -------------------

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.

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

We issued  25,000  shares of common stock to James K. Kreutz,  Esq.,  on June 1,
2000, for the performance of legal services valued at $31,250 ($1.25 per share).

On July 1, 2000,  we issued a total of 23,138  shares,  at the rate of $1.25 per
share,  to the  following  persons for  various  services  performed  for us, as
follows:

o    15,000 shares to Touronds,  LLC, a limited  liability  company owned by Mr.
     Ronald L. Carter, a former  director,  for web site hosting services valued
     at $18,750;

o    4,000 shares to Mr. Tom Gooch for the  performance  of  marketing  services
     valued at $2,400;

o    2,500 shares to Owl Screech, Inc., a limited liability company owned by Mr.
     Brian S.  Powell,  a former  director,  for web site  development  services
     valued at $3,125; and

o    1,638  shares  to  Lynott  and  Associates  for the  performance  of public
     relations services valued at approximately $2,048.

We issued  2,960 shares of common  stock to Mr.  Bradley  Exline on December 16,
2000, for the purchase of a 1985 Ford van valued at approximately  $3,700 ($1.25
per share).

With respect to the sales  described  above,  we relied upon Section 4(2) of the
Securities  Act of 1933 for  transactions  by an issuer not involving any public
offering, as an exemption from the registration requirements of Section 5 of the
Securities  Act  of  1933.  We  did  not  use  public  solicitation  or  general
advertising  in  connection  with the  offering.  All of the  purchasers  of the


                                        8
<PAGE>


securities  had  a   pre-existing   personal  or  business   relationship   with
Nicklebys.com's  executive  officers.  All of the investors had enough knowledge
and experience in finance and business  matters to evaluate the risks and merits
of their investment.  The company made the determination that each purchaser was
a  sophisticated  investor with enough  knowledge and  experience in business to
evaluate  the risks and merits of the  investment.  Additionally,  each of these
persons had access to the kind of information normally provided in a prospectus.
Each purchaser represented in writing that he, she or it acquired the securities
for  investment  for  his,  her  or its  own  account  and  not  with a view  to
distribution.  Stop transfer  instructions  have been issued to  Nicklebys.com's
transfer agent with respect to the  securities,  and the transfer agent has been
instructed  to issue the  certificates  representing  the  securities  bearing a
restrictive investment legend. Each purchaser signed a written agreement stating
that the securities will not be sold except by registration under the Securities
Act of 1933 or pursuant to an exemption from registration.

We issued and sold an aggregate  of 1,148,913  shares of common stock to a total
of 113 persons, for cash consideration  totaling $926,975 in two tranches,  from
January 4 to June 8, 1999, and from March 19 to September 11, 2000. The offering
price of the shares of common  stock sold in the first  tranche of the  offering
was $.60 per share  and the  offering  price of the  shares  sold in the  second
tranche  was  $1.25.  We made the  sales in  reliance  upon the  exemption  from
registration  with the U.S.  Securities and Exchange  Commission  provided under
Rule 504 of  Regulation D under Section 3(b) of the  Securities  Act of 1933. No
underwriter was employed in connection with the offering and sale of the shares.
The facts we relied upon to make the Federal exemption available include,  among
others, the following:

(i)   The  aggregate  offering price  for the  offering  of the shares of common
      stock did not exceed $1,000,000, less the aggregate offering price for all
      securities  sold within the twelve months  before  the start of and during
      the  offering in reliance on any exemption  under  Section  3(b) of, or in
      violation of Section 5(a) of, the Securities Act of 1933;

(ii)  We  duly  and timely  filed  the  required  number  of  manually  executed
      originals and true copies of Form D with the U.S.  Securities and Exchange
      Commission;

(iii) We conducted no general solicitation or advertising in connection with the
      offering of any of the shares; and

(iv)  The fact that Nicklebys.com has not been since its inception:

(a)  Subject  to the  reporting  requirements  of  Section  13 or  15(d)  of the
     Securities Exchange Act of 1934;

(b)  An "investment company" within the meaning of the Investment Company Act of
     1940; or

(c)  A development  stage  company that either has no specific  business plan or
     purpose or has indicated that its business plan is to engage in a merger or
     acquisition with an unidentified  company or companies,  or other entity or
     person.

The persons who  purchased our common stock in the first tranche of our offering
of common  stock under Rule 504 of  Regulation  D are as follows:  (1) Risa Tina
Aronowitz, (2) Barry M. Bach, (3) Ralph Barnett, (4) Brett W. Bennett, (5) James
and Carol Brown, (6) Michael Bryant, (7) Mary Ann Campbell,  (8) Bruce A. Capra,
(9) Richard E. and Lana K.  Capra,  (10)  Marilyn J.  Caywood,  (11)  Carolyn S.
Daniels,  (12) James J. DeLutes, (13) Gary Cole Dunlap, (14) Kirk J. Eberl, (15)
Richard M. Engeman,  (16) Mitchell and Lenora Erblich, (17) J. Peter Garthwaite,
(18) William P. Goodsman,  (19) Douglas W. Granger,  (20) Chris  Grevenon,  (21)
John Hyer, (22) David F. and Lisa L. Jones, (23) Steve Katz, (24) Bradley Keech,
(25) Michael Krause, (26) Ben Lee, (27) Chin Y. Lee, (28) Jeffery H. and Jessica
Lee, (29) Edward J. Martinez,  (30) Mark D. and Linda A. Martinez,  (31) Stephen
M. McKay,  (32)  Michael J. and Robbin M.  Minkel,  (33) William and Kyla Moore,
(34) Walter J. Muensterman,  (35) Matthew M. Nicholas,  (36) Daniel A. Nye, (37)
Robert E. and Wilma E. Nye, (38) Bradley R. Parker, (39) R. David Preston,  (40)
Kermit C. and Nancy F. Rudolph,  (41) Matthew C. and Jessica H. Sanderson,  (42)
Paul A. and  Beatrice R. Sauer,  (43)  Christopher  P.  Shannon,  (44) Carole A.
Sheller, (45) Fred and Kathleen P. Spoerl, (46) Mark A. Tellinger, (47) Diana M.
Thornock, (48) Roana Thornock, (49) Scott M. Thornock, (50) C. Edward Venerable,
(51) Cliff R. Venerable,  (52) Darrell R. Warren,  (53) Timothy G. Warren,  (54)
Karl  White,  (55) Wayne F.J.  Yakes,  M.D.,  (56)  Donald J. and  Katherine  B.
Zahorik, (57) Chris and Sarah J. Zueger and (58) Paul J. Zueger.

The persons who purchased our common stock in the second tranche of our offering
of common stock under  Regulation D, Rule 504, are the following:  (1) Daniel R.
Albright,  (2) Artist  Showcase,  (3) Barney Margolis and Eileen Margolis Trust,
(4) Frederick V. and Jan Bass, (5) Clarice A. Bailey  Revocable  Trust, (6) Rick
and Cyndi Clark,  (7) Karli E. Cropp,  (8) Robert J. and Margaret A. Cropp,  (9)
Scott Daharb, (10) Michael Dieveney,  (11) William W. Drucker,  (12) E-commerce,
Inc.,  (13) Richard M. and Angelika M. Engeman,  (14) David H.  Engleberg,  (15)
Bradley Exline, (16) Darlene J. Exline, (17) J. Peter and Heidi Garthwaite, (18)
Douglas W. and Janet L. Granger, (19) Jeannine Hallenbeck, (20) David R. Hanson,
(21) Mark D.  Heverly,  (22)  Arthur M. Hsi,  (23)  Gregory  K. and  Barbara  O.
Ingalls,  (24) JNT, Inc., (25) Ross W. and Julie K. King, (26) Allison B. Klass,
(27)  Bettina  Klassen,  (28)  Michael  Krause,  (29)  Cheryl  Lucas,  (30) John
McCloskey,  (31) Stephen M. McKay,  (32) Todd C. Meier,  (33) Paul G.  Muransky,
(34) Rick Neitenbach, (35) Gary R. Nemmers, (36) Matthew M. Nicholas, (37) Nycon
Resources Inc., (38) Daniel A. and Sandra L. Nye, (39) Thomas R. O'Donnell, (40)
Heidi L. Omtvedt,  (41) Bradley R. and Brooke T. Parker,  (42) R. David Preston,
(43) Thomas K. Primus,  (44) Quantum  Machinery Sales Inc., (45) Robert J. Ross,
(46)  Albert G. and Karen L.  Scharer,  (47)  Paula M.  Schleder,  (48) Betty S.
Shelley,  (49) Gregory J. Simonds,  (50) Greg Skufca,  (51) Florine Slaten, (52)
Brent and Linda B.  Smith,  (53) Ray T. and Peggy A.  Sterner,  (54)  Survivor's
Trust of the Weinstock Family Trust,  (55) Arthur M. and L. Jeanne Tanner,  (56)
Michael  Tanner,  (57) Mark A. Tellinger,  (58) The Arthur V. Adams Trust,  (59)
Paula J. Ungs, (60) John Wallrath,  (61) Karl White, (62) Wild West Woodworking,
(63) Wintrade Financial LLC, (64) Wayne F.J. Yakes, M.D., and (65) Tom Zinna.


                                        9
<PAGE>


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
------------------
We  developed  an  Internet-based  auction  in  which  buyers  are  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. However, due to continued losses
resulting from general economic conditions, undercapitalization,  the newness of
the Internet and other factors, we are winding down operations.

We derive our revenue primarily from the conduct of interactive  auctions of our
own  inventory of fine art,  antiques and  collectibles  over the  Internet.  We
derive 54 percent of our revenues from Internet  sales.  We also market and sell
fine art, antiques and collectibles to, among others,  galleries,  designers and
antique dealers  nationwide on a retail basis from our showroom located in Wheat
Ridge, Colorado,  and at selected art shows hosted with other retailers.  Retail
sales from our showroom and at selected art shows account for  approximately 39%
of our  revenues.  Additionally,  we promote  unique  contemporary  and  antique
artists by consignments to retail  galleries  throughout the United States that,
in turn, promote the artists to their clientele.  We derive  approximately 7% of
our  revenues  from these  consignments.  We have two  subsidiary  corporations;
Nicklebys Auction Gallery Ltd. and Art Exchange,  Inc. Our historical  financial
statements reflect the impact of these two business  combinations that have been
accounted for as acquisitions of businesses under common control.

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, 2002, as compared to the year ended December 31, 2001.

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

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


                                       10
<PAGE>


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 $158,926 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 $51,963,
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.

Year Ended December 31, 2002, Versus Year Ended December 31, 2001
-----------------------------------------------------------------
We  incurred  a net loss of  $(145,946)  ($.05  per  share)  for the year  ended
December 31, 2002, as compared to a net loss of $(257,702)  ($.10 per share) for
the year ended December 31, 2001.

Sales and service  revenues  decreased  approximately  .6% from $532,125 for the
year ended  December 31, 2001, to $529,153 for the year ended December 31, 2002,
primarily because of softness in the economy, in general, and the retail sector,
in particular.  Our gross margin  decreased 20% from the prior year (40% and 32%
for the year ended  December  31, 2001,  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 2001. 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 17%, from $291,278
for the year ended  December 31, 2001,  to $241,583 for the year ended  December
31, 2002,  primarily because of staff reductions.  Sales and marketing  expenses
decreased  approximately  62%, from $114,724 to $44,137,  respectively,  for the
year ended  December 31, 2001, as compared to the year ended  December 31, 2002.
The higher sales and marketing  expenses in the 2001 fiscal year were the result
of the  additional  expenditures  we incurred  in the roll out of the  artRx.com
project.  The bulk of these monies were spent in attending the Art Expo New York
International  Trade  Show in New York  City,  New York,  in March  2001 for the
purpose  of  launching  participation  in the  artRx.com  program.  These  costs
included,  among  others,  the booth  rental,  the  preparation  and printing of
brochures  and  other  marketing   literature,   travel  and  lodging.   Product
development  costs decreased  approximately  88%, from $45,918 to $5,700 for the
year ended December 31, 2001, and 2002, respectively. The decrease is because we
are no longer incurring  salaries and other costs  attributable to the artRx.com
project.

Interest income decreased by  approximately  86%, from $9,812 for the year ended
December 31, 2001,  to $1,364 for the year ended  December 31, 2002,  because we
have used a substantial portion of the proceeds from our private funding to fund
operations. These proceeds are held in an interest-bearing account.

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.

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.


                                       11
<PAGE>


Estimate of Our Inventory's Lower of Cost or Market
---------------------------------------------------
We estimate known losses in our inventory,  although not actually evidenced by a
transaction, and recognize them in the period of occurrence.

Estimate of Our Property and Equipment's Net Realizable Value
-------------------------------------------------------------
During 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.

Risk Factors That May Affect Results of Operations and Financial Condition
--------------------------------------------------------------------------
The risks and uncertainties described below are not the only ones Nicklebys.com,
Inc.  faces.  Other  events  that  we do not  currently  anticipate  or  that we
currently deem immaterial also may impair our business operations.

Our operating results may fluctuate
-----------------------------------
Our  operating  results have varied on a quarterly  basis  during our  operating
history.  Our  operating  results may fluctuate  significantly  as a result of a
variety of  factors,  many of which are outside our  control.  Factors  that may
affect our quarterly operating results include the following:

     o    Volume,  size,  timing,  and completion  rate of  transactions  on our
          website;
     o    our ability to keep our website operational at a reasonable cost;
     o    the results of regulatory decisions that affect us;
     o    technical difficulties or service interruptions involving our website;
          and
     o    the actions of our competitors.

Our limited  operating  history and the increased variety of services offered on
our  websites  make it  difficult  for us to forecast the level or source of our
revenues or earnings  accurately.  In view of the rapidly evolving nature of our
business and our limited  operating  history,  we believe that  period-to-period
comparisons of our operating  results may not be meaningful,  and you should not
rely upon them as an indication of future  performance.  We do not have backlog,
and  substantially  all of our net revenues each quarter come from  transactions
involving sales or payments during that quarter.  Due to the inherent difficulty
in  forecasting  revenues  it is also  difficult  to forecast  income  statement
expenses as a percentage of net revenues.

Our business may be subject to sales and other taxes.
-----------------------------------------------------
We do not collect sales or other similar taxes on goods or services sold via the
Internet.  One or more states or any foreign  country may seek to impose  sales,
use, or value-added  tax collection or  record-keeping  obligations on companies
such as  Nicklebys.com,  Inc.  that  engage in or  facilitate  online  commerce.
Several  proposals have been made at the state and local level that would impose
additional taxes on the sale of goods and services  through the Internet.  These
proposals, if adopted, could substantially impair the growth of e-commerce,  and
could diminish our opportunity to derive financial benefit from our activities.

Our auction  business  may be subject to  regulation  which could  require us to
--------------------------------------------------------------------------------
modify our business practices.
------------------------------
Numerous  states  and  foreign  jurisdictions  have  regulations  regarding  how
"auctions"  may be conducted  and the liability of  "auctioneers"  in conducting
such auctions. Several states and some foreign jurisdictions have attempted, and
may attempt in the future,  to impose such regulations upon us or our customers,
which could harm our business.

We are subject to regulations relating to consumer privacy.
-----------------------------------------------------------
Several domestic jurisdictions have proposed, and California,  Minnesota,  Utah,
and  Vermont  have  recently  passed,  legislation  that would limit the uses of
personal user information gathered online or offline.

New and existing regulations could harm our business.
-----------------------------------------------------
We are  subject  to the  same  foreign  and  domestic  laws as  other  companies
conducting  business on and off the Internet.  Today, there are still relatively
few laws  specifically  directed  towards online services.  However,  due to the
increasing  popularity  and use of the Internet and online  services,  many laws
relating to the Internet are being  debated at all levels of  government  around
the world and it is  possible  that such laws and  regulations  will be adopted.
These laws and regulations  could cover issues such as user privacy,  freedom of
expression,  pricing,  fraud,  content  and quality of  products  and  services,
taxation,  advertising,  intellectual property rights, and information security.
Applicability to the Internet of existing laws governing issues such as property
ownership,  copyrights and other intellectual property issues,  taxation,  libel
and defamation,  obscenity, and personal privacy is uncertain. The vast majority
of these  laws was  adopted  prior to the  advent of the  Internet  and  related
technologies  and, as a result,  do not contemplate or address the unique issues
of the  Internet  and related  technologies.  Those laws that do  reference  the


                                       12
<PAGE>


Internet,  such as the U.S.  Digital  Millennium  Copyright Act and the European
Union's (E.U.) Directive on Distance  Selling and Electronic  Commerce have only
recently begun to be interpreted by the courts, so their applicability and scope
remain somewhat uncertain.

Our business is subject to online commerce security risks.
----------------------------------------------------------
To  succeed,   online  commerce  and   communications   must  provide  a  secure
transmission  of confidential  information  over public  networks.  Our security
measures may not prevent  security  breaches that could harm our  business.  Our
servers  are  also  vulnerable  to  computer  viruses,  physical  or  electronic
break-ins, and similar disruptions, and we have experienced  "denial-of-service"
type  attacks  on our  system  that have made all or  portions  of our  websites
unavailable for periods of time.

System failures could harm our business.
----------------------------------------
Any  interruption in the availability of our website may reduce our revenues and
profits,  and our  future  revenues  and  profits  could be  harmed if our users
believe that our system is  unreliable.  Although our systems have been designed
around  industry-standard  architectures  to  reduce  downtime  in the  event of
outages  or  catastrophic  occurrences,  they  remain  vulnerable  to  damage or
interruption  from earthquakes,  floods,  fires,  power loss,  telecommunication
failures,   terrorist  attacks,  computer  viruses,  computer  denial-of-service
attacks,  and similar events.  We have experienced  system failures from time to
time.

Our stock price, when we begin trading, may be extremely volatile.
------------------------------------------------------------------
Our stock price could be subject to wide  fluctuations  in response to a variety
of factors, including the following:

     o    actual or anticipated variations in our quarterly operating results;
     o    announcements  of  technological  innovations or new services by us or
          our competitors;
     o    initiation of or developments in litigation affecting us;
     o    conditions or trends in the Internet and online commerce industries;
     o    Changes in the market valuations of other Internet companies;
     o    developments in regulation; and
     o    Sales of our common stock or other securities in the open market.

Our industry is intensely competitive.
--------------------------------------
We currently or  potentially  compete with a number of companies  providing both
particular  categories  of goods  and  broader  ranges of  goods.  The  Internet
provides new, rapidly evolving and intensely  competitive  channels for the sale
of all types of goods.  We expect  competition  to intensify in the future.  The
barriers to entry into these  channels are relatively  low, and current  offline
and new  competitors  can easily  launch  online  sites at a nominal  cost using
commercially  available  software  or  partnering  with any one of a  number  of
successful  electronic  commerce  companies.  We face  competition  from  local,
regional,  and  national  specialty  retailers  and  exchanges  in  each  of our
categories of products. Our competitors include, but are not limited to:

Antiques and Art:  Bonhams &  Butterfields,  Christie's,  Sotheby's,  Ruby Lane,
----------------
Tias, Allposters.com, Artnet, Art.com, Barewalls.com,  Guild.com, other regional
auction houses,  antique and art dealers and galleries,  antique and collectible
fairs, estate sales.

Collectibles:  Collectiblestoday.com,   Franklin  Mint,  Go  Collect,  Heritage,
------------
Mastronet,  Replacements.com,  Ruby Lane, Tias, antique and collectible dealers,
antique and collectible fairs, flea markets and swap meets, specialty retailers,
regional auction houses.

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 2003, 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  compensate  Estate  Traders
through a commission arrangement whereby we pay them 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 2003,  our cash flows from
operations  used  $50,353  compared  with  $104,470  in 2002.  This  improvement
resulted  from selling  down  inventories  without  replacing  items sold.  This
decision  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.  Once our  inventory  is
substantially  sold off, we will cease  operations.  We have not  completed  our
future plans at this time.  However, we are considering putting ourselves up for
sale once our inventory is substantially disposed of. Our Board of Directors has


                                       13
<PAGE>


not  approved  such a plan.  If the  Board  approves  such a plan,  there  is no
assurance that we will be successful in locating a suitable buyer.

We have no plans to make capital  expenditures and the foreseeable  future.  Our
sources of capital are cash from sales of inventory.


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,  P.C.,   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 Accountants.................................   F-2

     Consolidated Balance Sheet at December 31, 2003...................   F-3

     Consolidated Statements of Operations for the years ended
        December 31, 2003, and 2002....................................   F-4

     Consolidated Statement of Changes in Shareholders' Equity
        for the years ended December 31, 2003, and 2002................   F-5

     Consolidated Statements of Cash Flows for the years ended
        December 31, 2003, and 2002....................................   F-6

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


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

Neither Nicklebys.com nor its subsidiary companies had an independent accountant
prior to the retention of Cordovano and Honeck,  P.C., 201 Steele Street,  Suite
#300,  Denver,  Colorado  80206,  in November 1999.  There has been no change in
Nicklebys.com's  or our subsidiaries'  independent  accountant during the period
commencing with the retention of Cordovano and Harvey, P.C., through the date of
this report.


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           44     Chief Executive Officer, Chief Financial
                                   Officer, Secretary and Director

Bruce A. Capra              50     President and Chairman of the Board of
                                   Directors

Paul J. Zueger              66     Director

Wayne F.J. Yakes, M.D.      50     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.


                                       14
<PAGE>


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.

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  sixteen  years of  experience in the real
estate  development  business and in the  management  of a number of private and
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 for, among others,  thirty-five 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
thirty-five  limited liability  companies,  including Paragon  Development I-IV,
L.L.C.,  Paragon  Development  VI-XII,  L.L.C.,  Paragon  Development  XIV-XXXV,
L.L.C.,  32-5,  L.L.C.,  and Paragon  Investment  Group, I, L.L.C.,  have raised
capital from time-to-time over the past approximately six years for the purposes
of  acquiring,   developing,   constructing   and/or   brokering   multi-family,
residential properties located in Denver, Boulder,  Longmont and Vail, Colorado.
Three of these companies are operating  currently.  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


                                       15
<PAGE>


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.


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.      2003    $  -0-        $890*         $ -0-             -0-
Thornock,     2002    $  -0-        $2,554*       $ -0-             -0-
Chief         2001    $  -0-        $2,554*       $ -0-             -0-
Executive
Officer,
Chief
Financial
Officer and
Secretary

Bruce         2003    $25,000       $3,000*       $ -0-            -0-
A. Capra,     2002    $60,000       $4,945*       $ -0-            -0-
President     2001    $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.


                                       16
<PAGE>


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
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.  "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 do 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.  The  provisions of these plans
would be at the discretion of our Board of Directors.

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 March 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)                  1,002,316 (5)          19.92%
6343 Umber Circle
Golden, Colorado  80403

Scott M. Thornock (3) (4)                 909,316 (6)          18.07%
650 South Cherry Street, Suite #310
Denver, Colorado  80246

Entrepreneur Investments LLC (7)          732,500 (8)          14.56%
1869 West Littleton Boulevard
Littleton, Colorado  80120

The Zueger Family Trust (9)               306,056 (10)          6.08%
3177 South Parker Road
Aurora, Colorado  80014


                                       17
<PAGE>


Paul J. Zueger (4)                        519,966 (11)         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    2,276,098              45.23%
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)  Includes  533,349  shares of common  stock  issuable  upon the  exercise of
options  exercisable at an exercise price of $.66 per share through December 29,
2004.

(6)  Includes  530,000  shares of common  stock  issuable  upon the  exercise of
options  exercisable at an exercise price of $.66 per share through December 29,
2004.

(7)  Mr. James H. Watson,  Jr., a former  director,  serves as the owner and the
general managing member of Entrepreneur Investments.

(8)  Includes  530,000  shares of common  stock  issuable  upon the  exercise of
options  exercisable at an exercise price of $.66 per share through December 29,
2004. Because of Mr. Watson's ownership of Entrepreneur  Investments,  ownership
of the shares of common stock owned by Entrepreneur  Investments is attributable
to him under  the  General  Rules and  Regulations  of the U.S.  Securities  and
Exchange Commission.

(9)  Mr.  Paul J.  Zueger,  a director of  Nicklebys.com,  is the trustee of the
Zueger Family Trust.

(10) Includes  173,308  shares  issuable  upon the exercise by The Zueger Family
Trust of options  exercisable  at an  exercise  price of $.66 per share  through
December 29, 2004. Because of Mr. Zueger's position as the trustee of The Zueger
Family  Trust,  ownership  of the shares of common  stock  owned by the trust is
attributable  to him  under  the  General  Rules  and  Regulations  of the  U.S.
Securities and Exchange Commission.

(11) Includes  285,000  shares of common  stock  issuable  upon the  exercise of
options  exercisable through December 29, 2004, at an exercise price of $.66 per
share,  including  111,692  shares  issuable to Mr.  Zueger and  173,308  shares
issuable to The Zueger Family Trust, and 132,748 shares owned by the trust.

The  following  table  sets  forth   information   with  respect  to  individual
compensation  arrangements under which shares of our common stock are authorized


                                       18
<PAGE>


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.

<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>


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.
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.

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.


                                       19
<PAGE>


(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 and Reports on Form 8-K.
-------------------------------------------

(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
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.)

 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.)


                                       20
<PAGE>


 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.)

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.)


                                       21
<PAGE>


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.)

14.1      Nicklebys.com, Inc., Company Code of Ethics Statement.

31.1      Certification  of Scott M. Thornock,  Chief Executive  Officer,  Chief
          Financial Officer, Secretary and Director,  Pursuant to Section 302 of
          the  Sarbanes-Oxley  Act of 2002,  promulgated  under  the  Securities
          Exchange Act of 1934, as amended.

31.2      Certification  of Bruce A. Capra,  President and Chairman of the Board
          of  Directors,  Pursuant to Section 302 of the  Sarbanes-Oxley  Act of
          2002,  promulgated  under  the  Securities  Exchange  Act of 1934,  as
          amended.

32.1      Certification  of Bruce A. Capra,  President and Chairman of the Board
          of Directors,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2      Certification  of Scott M. Thornock,  Chief Executive  Officer,  Chief
          Financial  Officer,  Secretary  and  Director,  pursuant  to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.


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

(a)  Evaluation of disclosure controls and procedures.
     -------------------------------------------------

Our   Chief   Executive    Officer/Chief    Financial    Officer/Secretary   and
President/Chairman  of the Board of Directors have concluded that our disclosure
controls and  procedures,  as defined in Rule 13a-14(c) under the Securities Act
of 1934,  based on their  evaluation  of these  controls  and  procedures  as of
December 31, 2003, are effective and that there are no significant  deficiencies
or material weaknesses in these disclosure controls and procedures.

(b)  Changes in internal controls.
     -----------------------------

There have been no  significant  changes in our  internal  controls  or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.


Item 15.  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


                                       22
<PAGE>


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:  April 13, 2004                      By:  /s/ Scott M. Thornock
                                              ----------------------------------
                                              Scott M. Thornock, Chief Executive
                                              Officer, Chief Financial Officer
                                              and Secretary


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:  April 13, 2004                      By:  /s/ Scott M. Thornock
                                              ----------------------------------
                                              Scott M. Thornock, Chief Executive
                                              Officer, Chief Financial Officer,
                                              Secretary and Director


Date:  April 13, 2004                      By:  /s/ Bruce A. Capra
                                              ----------------------------------
                                              Bruce A. Capra, President and
                                              Chairman of the Board of Directors


                                       23
<PAGE>


















                               NICKLEBYS.COM, INC.

                        Consolidated Financial Statements
                (With Report of Independent Accountants Thereon)

                           December 31, 2003 and 2002





























                           Cordovano and Honeck, P.C.
                          Certified Public Accountants
                                Denver, Colorado





                                       F-i
<PAGE>



                               NICKLEBYS.COM, INC.
                   Index to Consolidated Financial Statements




                                                                          Page
                                                                          ----

Report of independent accountants....................................     F-2

Consolidated balance sheet at December 31, 2003......................     F-3

Consolidated statements of operations for the years ended
     December 31, 2003 and 2002......................................     F-4

Consolidated statement of changes in shareholders' equity
     for the years ended December 31, 2003 and 2002..................     F-5

Consolidated statements of cash flows for the years ended
     December 31, 2003 and 2002......................................     F-6

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
























                                       F-1
<PAGE>








                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ---------------------------------

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, 2003, and the
related consolidated statements of operations,  changes in shareholders' equity,
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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the 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
audit provides 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, 2003, 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
financial   statements,   the  Company's   significant  operating  losses  raise
substantial  doubt about  their  ability to  continue  as a going  concern.  The
financial  statements do not contain any adjustments  that might result from the
outcome of this uncertainty.



Cordovano and Honeck, P.C.
Denver, Colorado
March 8, 2004















                                       F-2
<PAGE>



                               NICKLEBYS.COM, INC.
                           CONSOLIDATED BALANCE SHEET

                                December 31, 2003


                                     ASSETS
Current assets:
  Cash............................................................  $       157
  Accounts receivable, related party (Note 2).....................          703
  Merchandise inventories, at the lower of cost or market.........       66,799
                                                                    ------------

    Total current assets..........................................       67,659

Property and equipment, net (Note 3)..............................        1,540
Intangible assets, net (Note 3)...................................          338
                                                                    ------------

                                                                    $    69,537
                                                                    ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable, trade.........................................  $    10,657
  Other accrued liabilities.......................................           14
                                                                    ------------

    Total current liabilities.....................................       10,671
                                                                    ------------

Shareholders' equity (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......................................    5,160,210
  Outstanding common stock options-1,025,000......................      106,600
  Retained deficit................................................   (5,208,235)
                                                                    ------------

    Total shareholders' equity....................................       58,866
                                                                    ------------

                                                                    $    69,537
                                                                    ============














          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,
                                                                       ------------------------------------
                                                                             2003                2002
                                                                       ----------------    ----------------

<S>                                                                    <C>                 <C>
Sales and service revenues:
     Sales of artwork and collectables..............................   $       227,409     $       411,461
     Sales of artwork and collectables, related party (Note 2)......                 -              96,899
     Commission revenue.............................................             2,991              19,823
     Hosting fees...................................................                50                 970
                                                                       ----------------    ----------------
            Total sales and service revenues........................           230,450             529,153
                                                                       ----------------    ----------------

Operating expenses:
     Cost of sales, artwork and collectables:
        Related party (Note 2)......................................            49,445             137,505
        Others......................................................           185,450             223,415
                                                                       ----------------    ----------------
            Total cost of sales.....................................           234,895             360,920
     Sales and marketing............................................            51,963              44,137
     Product development............................................                 -               5,700
     Depreciation and amortization..................................            10,120              27,311
     Impairment charges (Note 3)....................................             6,275                   -
     General and administrative:
        Related parties (Note 2)....................................            16,500                   -
        Others .....................................................           142,426             241,583
                                                                       ----------------    ----------------
            Total general and administrative expenses...............           158,926             241,583
                                                                       ----------------    ----------------
               Total operating expenses.............................           462,179             679,651
                                                                       ----------------    ----------------

               Loss from operations.................................          (231,729)           (150,498)

Other income (expense):
     Interest income................................................                94               1,364
     Other income...................................................             1,508               3,468
     Interest expense...............................................                 -                (290)
                                                                       ----------------    ----------------
               Net loss income before income taxes..................          (230,127)           (145,956)
                                                                       ----------------    ----------------

Provision (benefit) for income taxes (Note 5).......................                 -                   -
                                                                       ----------------    ----------------
               Net loss.............................................   $      (230,127)    $      (145,956)
                                                                       ================    ================

Basic and diluted loss per share....................................   $         (0.08)    $         (0.05)
                                                                       ================    ================
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' EQUITY




                                                          Common Stock         Additional   Outstanding                    Total
                                                    ------------------------    Paid-in    Common Stock    Retained    Shareholders'
                                                       Shares     Par Value     Capital       Options      (Deficit)      Equity
                                                    ------------  ----------  ------------  -----------  -------------  ----------

<S>                                                   <C>         <C>         <C>           <C>          <C>            <C>
  Balance, January 1, 2002........................    2,901,011   $     291   $ 5,160,210   $  106,600   $ (4,832,162)  $ 434,939

Net loss for the year ended December 31, 2002.....           --          --            --           --       (145,956)   (145,956)
                                                    ------------  ----------  ------------  -----------  -------------  ----------

  Balance, December 31, 2002......................    2,901,011         291     5,160,210      106,600     (4,978,118)    288,983

Net loss for the year ended December 31, 2003.....           --          --            --           --       (230,127)   (230,127)
                                                    ------------  ----------  ------------  -----------  -------------  ----------

  Balance, December 31, 2003......................    2,901,011   $     291   $ 5,160,210   $  106,600   $ (5,208,245)  $  58,856
                                                    ============  ==========  ============  ===========  =============  ==========
</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,
                                                                             --------------------------------
                                                                                  2003              2002
                                                                             --------------    --------------
<S>                                                                          <C>               <C>
Cash flows from operating activities:
  Net loss..............................................................     $    (230,127)    $    (145,946)
  Transactions not requiring cash:
    Impairment charges (Note 3).........................................             6,675                --
    Depreciation and amortization.......................................            10,120            27,311
  Changes in working capital items:
    (Increase) decrease in receivables and other current assets.........           163,506            27,967
  (Decrease) in accounts payable and other
    current liabilities.................................................              (527)          (13,802)
                                                                             --------------    --------------
        Net cash (used in) operating activities.........................           (50,353)         (104,470)
                                                                             --------------    --------------

Cash flows from investing activities:
  Capital expenditures..................................................              (555)             (471)
                                                                             --------------    --------------
        Net cash (used in) investing activities.........................              (555)             (471)
                                                                             --------------    --------------

Cash flows from financing activities:
  Net proceeds (repayment) from line of credit..........................                --              (825)
                                                                             --------------    --------------
        Net cash provided by financing activities.......................                --              (825)
                                                                             --------------    --------------

        Net change in cash..............................................           (50,908)         (105,766)
Cash, beginning of year.................................................            51,065           156,831
                                                                             --------------    --------------
        Cash, end of year...............................................     $         157     $      51,065
                                                                             ==============    ==============

Supplemental disclosures of cash flow information:
    Cash paid during the period 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)  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------------------------------------

     The Company
     -----------
     Nicklebys.com, Inc. (the "Company") was incorporated in Colorado in January
     1999. The Company  conducts live art auctions of its own inventory over the
     Internet and at designated sites throughout the United States. In addition,
     the Company  retails  artwork at its showroom in Wheat Ridge,  Colorado and
     sells consignment artwork on behalf of others. The Company has two inactive
     wholly owned subsidiaries, Nickleby's 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 sales.  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  2003
     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, 2003 and 2002,  there were
     2,130,000 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.

     Financial instruments and cash equivalents
     ------------------------------------------
     The Company's financial instruments including cash, 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



                                       F-7
<PAGE>



                               NICKLEBYS.COM, INC.
                   Notes to Consolidated Financial Statements


     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.  However, at December 31, 2003 there were
     no cash equivalents.

     Concentration  of  credit  risk  arising  from cash  deposits  in excess of
     ---------------------------------------------------------------------------
     insured limits
     --------------
     The  Company  maintains  its cash  balances  in one  financial  institution
     located in Wheat Ridge,  Colorado.  The balances are insured by the Federal
     Deposit  Insurance  Corporation  up to $100,000.  At December 31, 2003, the
     balance was insured.

     Valuation and Qualifying 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.

     Property, equipment and depreciation
     ------------------------------------
     Property and  equipment are stated at cost less  accumulated  depreciation.
     Depreciation is provided 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.

     Substantially all of our property and equipment is fully depreciated.

     Product development costs
     -------------------------
     Product  development  costs  include  expenses  incurred  by the Company to
     maintain,  monitor and manage the Company's website. The Company recognizes
     website  development  costs,  as  required  by  Emerging  Issues Task Force
     ("EITF") Issue No. 00-2, in accordance  with Statement of Position  ("SOP")
     98-1,  "Accounting for the Costs of Computer Software Developed or Obtained
     for Internal  Use." As such,  the Company  expenses all costs incurred that
     relate to the planning and post implementation phases of development. Costs
     incurred in the  development  phase are capitalized and recognized over the
     product's estimated useful life if the product is expected to have a useful
     life beyond one year.  Costs  associated with repair and maintenance of the
     existing site or the  development of website content is included in product
     development expense in the accompanying consolidated financial statements.

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

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





                                       F-8
<PAGE>



                               NICKLEBYS.COM, INC.
                   Notes to Consolidated Financial Statements


     Impairment of property and equipment and certain identifiable intangibles
     -------------------------------------------------------------------------
     The Company periodically  evaluates the carrying value of long-lived assets
     and  long-lived  assets to be disposed  of for  potential  impairment.  The
     Company considers  projected future operating results,  cash flows,  trends
     and other circumstances in making such estimates and evaluations.

     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.

     Segment Information
     -------------------
     In  accordance  with  Statement of Financial  Accounting  Standard No. 131,
     "Disclosure about Segments of an Enterprise and Related  Information",  the
     Company manages its business as one reportable operating segment. Net sales
     and long-lived  assets by geographic  areas and information  about products
     and services are included as enterprise-wide disclosures.





                                       F-9
<PAGE>



                               NICKLEBYS.COM, INC.
                   Notes to Consolidated Financial Statements


(2)  RELATED PARTY TRANSACTIONS
-------------------------------

     Commencing  August  1,  2003,  the  Company  paid to an  affiliate,  Estate
     Traders,  Inc.,  commissions totalling $16,500 in 2003. In addition $703 is
     due from the affiliate at December 31. 2003 for merchandise  sold on behalf
     of the Company.

     The Company  purchases  its  merchandise  inventory  from an officer and an
     affiliate in the normal course of business. The Company purchased inventory
     in the amount of $48,805 and $132,105 from the officer, and $640 and $5,400
     from the affiliate during the years ended 2003 and 2002, respectively.

     The Company  conducts  business with its affiliates in the normal course of
     business.  The Company  recorded  revenue in the amount of $-0- and $57,678
     and  related  cost of sales in the  amount of $-0- and  $39,221  from sales
     transactions  with two affiliates  during the years ended December 31, 2003
     and 2002, respectively.


(3)  BALANCE SHEET COMPONENTS
-----------------------------

     Property and equipment
     ----------------------
     Property and equipment at December 31, 2003,  stated at cost,  consisted of
     the following:

     Equipment..........................................   $      16,572
     Software...........................................           1,695
                                                           --------------
                                                                  18,267
     Less accumulated amortization......................         (16,727)
                                                           --------------

                                                           $       1,540
                                                           ==============

     Depreciation  expense  totalled $9,445 and $26,636,  respectively,  for the
     years ended December 31, 2003 and 2002.

     Due to continuing operating losses, management evaluated the carrying value
     of its property and equipment and wrote off 27 assets with a net book value
     totalling  $6,675.  The  items  no  longer  contribute  to the  operational
     performance of the Company and they had no salvage value.

     Intangible assets
     -----------------
     Intangible  assets at December 31, 2003,  stated at cost,  consisted of the
     following:

     Website software...................................   $      48,665
     Less accumulated amortization......................         (48,327)
                                                           --------------

                                                           $         338
                                                           ==============

     Amortization  expense totalled $675 and $675,  respectively,  for the years
     ended December 31, 2003 and 2002.

     Line of Credit
     --------------
     The Company has a line of credit for $5,000,  of which $5,000 was unused at
     December  31,  2003.  Advances  made on the line of credit carry an average
     annual  interest rate of  approximately 5 per cent at December 31, 2003 and
     may be extended annually with the consent of the financial institution. The



                                      F-10
<PAGE>



                               NICKLEBYS.COM, INC.
                   Notes to Consolidated Financial Statements


     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)  SHAREHOLDERS' EQUITY
-------------------------

     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,  2003,   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, 2003,  there were 2,901,011  shares of common
     stock issued and outstanding.

     Stock Options
     -------------
     The Company has 2,130,000 options outstanding,  including 1,105,000 options
     issued  to  officers  and  employees  and  1,025,000   options   issued  to
     non-employees. A summary of the status of the Company's stock option awards
     as of December 31, 2002 and 2001 is presented as follows:


<TABLE>
<CAPTION>
                                                                         Weighted       Weighted Avg
                                                        Number             Avg          Remaining
               Options                     Number      Exercisable    Exercise Price        Life
-------------------------------------   -------------------------------------------------------------
<S>                                       <C>            <C>              <C>             <C>
Outstanding at January 1, 2002.......     2,130,000      2,130,000        $0.66           3 years
Granted..............................             -
Exercised............................             -
Cancelled............................             -
                                        -------------------------------------------------------------
Outstanding at December 31, 2002.....     2,130,000      2,130,000        $0.66           2 years
Granted..............................             -
Exercised............................             -
Cancelled............................             -
                                        -------------------------------------------------------------
Outstanding at December 31, 2003.....     2,130,000      2,130,000        $0.66           1 year
                                        =============================================================
</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, 2003 and 2002:

                                                      2003         2002
                                                   ----------   ----------

     U.S. statutory federal rate................      26.92%       34.00%.
     State income tax rate......................       3.65%        3.14%.
     Net operating loss for which minimal tax
       benefit is currently available...........     -30.57%      -37.14%.
                                                   ----------   ----------
                                                       0.00%        0.00%
                                                   ==========   ==========



                                      F-11
<PAGE>



                               NICKLEBYS.COM, INC.
                   Notes to Consolidated Financial Statements


     Deferred income taxes from operations for the years ended December 31, 2003
     and 2002,  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).   The  net  operating   loss   totalled   $626,709  and  $509,281,
     respectively  at  December  31,  2003 and 2002.  The  amount  of  valuation
     allowance,  which approximates the current tax benefit, for the years ended
     December  31, 2003 and 2002 were  $94,006 and  $44,620,  respectively.  Net
     operating loss carryforwards will expire from 2019 to 2023.

     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-12