SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                    FORM 10-KSB

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

         For the period ended December 31, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the transition period from
         __________________ to ____________________.

         Commission File Number 000-25997

                         Silver Bow Antique Aviation
      (Exact Name of Small Business Issuer as specified in its Charter)


            Nevada                                    91-1939533
(State or other Jurisdiction of                     I.R.S. Employer
Incorporation or Organization                    Identification Number


75-130 Mediterranean, Palm Desert, CA                           92211
(Address of principal executive offices)                     (Zip Code)

(760) 398-9700
(Issuer's telephone number)


               Check whether the Issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the  Securities  Exchange Act of
1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.

                                                   Yes X    No

               Indicate the number of shares outstanding of each of the
issuer's classes of Common Equity, as of the latest practicable date.

Common Stock, no par value                                   3,190,400
Title of Class                            Number of Shares Outstanding
                                                at December 31, 2002
No exhibits included.











<PAGE>2
                        PART I
Item 1.  Description of Business.

Business Development.

Silver Bow Antique Aviation (the "Company") was organized under the
laws of the State of Nevada on April 28, 1994, under the name "Silver
Bow Antique Aviation".  The Company was incorporated primarily to
engage in the restoration and maintenance of antique aircraft.

The Company's articles initially authorized the Company to issue a
total of 11,000 shares of stock, consisting of 10,000 common stock and
1,000 shares of preferred stock, both with a par value of $.001 per
share.

An amendment to the Articles of Incorporation of the Company on October
7, 1998 increased its authorized shares to 100,000,000 consisting of
99,990,000 and 10,000 preferred shares, all with a par value of $.001
per share.

Item 2.  Description of Property.

The Company acquired two aircraft from Mr. Dempsey Mork, the majority
stockholder; a 1942 Stearman purchased by Mr. Mork in 1994 for $80,000
and a 1979 Piper Lance purchased by Mr. Mork in 1997 for $98,000.  The
1942 Stearman was sold in 2001 for $65,000, less a $5,000 sales
commission.  The 1979 Piper Lance is operational and has monthly
expenditures of storage, operation and maintenance and is currently
being offered for sale.

The Company's headquarter are furnished by Mr. Daren Holm,
President/CEO.

Item 3.  Legal Proceedings.

None.

Item 4.  Submission of matters to a vote of Security holders.

None.



<PAGE>3

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

Market Information.   Silver Bow's common stock is not included in the
pink sheets or in the OTC Bulletin Board maintained by the NASD.
Silver Bow plans to apply to the OTC Bulletin Board.

There is no public trading market for Silver Bow's common stock and
that there is no guarantee any trading market will develop.

Holders.   The shareholders of record of Silver Bow common stock, as of
December 31, 2002 is 54.

Dividends.   Holders of Silver Bow common stock are entitled to receive
such dividends as may be declared by its board of directors.


                            PART II

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

Silver Bow owns one aircraft, a Piper Lance. This aircraft has been for
sale for the past 12-15 months for approximately $90,000-$100,000. When
this aircraft is sold, the proceeds will be used to implement the
aircraft charter business.

Specifically funds are needed to develop our web site and to introduce
our service to both charter customers and charter operators.  The
minimum amount needed for this purpose is $30,000.

To commence operations, we will need to do the following:
   - develop our website ($5,000) - 30 days
   - develop charter operator recruitment materials and user
recruitment materials ($5,000) - 30 days
   - develop listing of US charter operators and send out recruitment
materials ($4,000) - 20 days
   - develop listing of charter brokers, corporate travel agents and
know users of air charter services and send recruitment materials
($10,000) - 40 days
   - hire a sales representative to telemarket to charter operators and
corporate travel agents ($6,000 per month) - commencing after marketing
materials have been distributed.
   - place yellow page ads ($3,000) - 90 days after commencing
marketing efforts

We have a limited operating history on which to base an evaluation of
our business and prospects. Our prospects must be considered in light
of the risks, expenses and difficulties frequently encountered by
companies in their early stages of development, particularly companies
in new and rapidly evolving markets such as the aircraft charter
brokerage business. We will encounter various risks in implementing and
executing our business strategy.  We can provide no assurance that we
will be successful in addressing such risks, and the failure to do so
could have a material adverse effect on our business.

<PAGE>4

Plan of Operations
Total expenses for the year ending 2002 were approximately $30,423,
which includes interest expense of $9,800, aircraft operations expenses
of $6,623 and depreciation of $14,000. The cash expenditures of
approximately $6,623 were funded by proceeds from cash advances/loans
from Magellan Capital Corporation.

Total expenses for the year ending 2001 were approximately $70,196,
which includes general and administrative expenses, offset by a gain of
$14,287 on the sale of the 1942 Stearman, for a net ($55,909 loss).

For the years ended December 31, 2002 and 2001, advances and loans of
$182,078 and $157,779, respectively, were received from Magellan
Capital Corporation.   The specific items and amounts are:
<TABLE>
<CAPTION>
                                         2002         2001

                                       <c>          <c>
Note Payable/Aircraft expenses         $ 76,038     $ 71,339
Promissory Note payable/Admin Support    25,000       25,000
Note Payable/Mortgage Interest 4 yrs     41,840       32,040
Current Portion of Long Term Debt
   (4 yrs - 1999, 2000, 2001, 2002)      39,200       29,400
                                        -------      -------
   Total Advances/Loans                $182,078     $157,779
                                        =======      =======
The three notes are non-interest bearing, payable in cash on demand, or
in Silver Bow common stock based on $.10 per share conversion rate.

Long term debt/10 yr Aircraft mortgage
  6 yrs/2003-2008 as long term debt    $ 58,800     $ 68,600
                                        =======      =======
</TABLE>
Terms of the aircraft mortgage are interest at 6% annual rate, payable
on January 1 of each year, for a period of 10 years, in cash when due,
or in Silver Bow common stock based on a $.10/pershare conversion rate.

The estimated cash expenditures for 2003 of approximately $40,000
($5,000 Piper Aircraft Operating Expenses and $35,000 for development
expenses on the Aircraft Brokerage Business Plan).  This will be funded
by proceeds from cash advances/loans from Magellan Capital Corporation
on the same terms.

Even if we do not sell our aircraft, we can satisfy our cash
requirements for the next twelve months with continued cash
advances/loans from Magellan Capital Corporation.   We do not
anticipate having to raise additional funds during that time.

We do not expect to purchase any significant equipment but will
continue to try to sell our remaining aircraft for approximately
$90,000 to $100,000.

We do not expect any significant changes in the number of employees in
the next twelve months.

<PAGE>5

Based on our current plan of operations it is anticipated that our
monthly operating expenses for the next twelve months will be
approximately $10,000 per month, of which $4,000 are cash expenditures.
This includes administrative expenses. Marketing expenses are expected
to be $100,000 and are not included in our operating expenditures.   We
will not commence our marketing efforts until after the sale of the
remaining airplane.   The foregoing are merely estimates, and we can
provide no assurance that unexpected expenses will not shorten the
period of time within which our funds may be utilized.

We do not currently provide any services and have not generated any
revenues and we do not expect to generate revenues for the foreseeable
future.   Therefore, we will continue to operate on a reduced budget.
We intend to limit our operations until the airplane is sold.

Item 7.  Security Ownership of Certain Beneficial Owners and
Management.

The following table sets forth the shareholdings of those persons or
entities who own more than 5% of the 3,190,440 Company's common stock
outstanding as of the date of these filings, and/or belong to
management hereof, to wit:
<TABLE>
                                Number of Shares       Percentage
Name and address               Beneficially Owned       of Class
-----------------------------  ------------------      ----------

                                     <c>                 <c>
*Magellan Capital Corporation       597,600              18.73%
83-888 Avenue 51
Coachella, CA 92236
*Magellan Capital Corporation       900,000              28.21%
Pension Benefit Plan and Trust
83-888 Avenue 51
Coachella, CA 92236
*Magellan Capital Corporation
Profit Sharing Plan and Trust       900,000              28.21%
83-888 Avenue 51
Coachella, CA 92236
Dempsey K. Mork                     148,500               4.65%
83-888 Avenue 51
Coachella, CA 92236               ---------              ------
      SUB TOTALS                 *2,546,100             *79.80%
                                  =========              ======
RAB INVESTMENTS INC/R A Baker       111,200               3.49%
P. O. Box 1025
Morongo Valley, CA 92258

KNC INVESTMENTS INC/N L LeBoeuf     105,800               3.32%
829 Francis Drive
Palm Springs, CA 92262

Daren Holm                          100,000               3.13%
75-130 Mediterranean
Palm Desert, CA 92211
</TABLE>

<PAGE>6

     *NOTE:  Mr. Dempsey Mork is considered to be beneficial owners as
described by 13d-3 (a), and, (b) of regulation 13-D.  Neither the
Pension Benefit Plan or the Profit Sharing Plan have pending or planned
termination dates.

The following table sets forth the shareholdings of the Company's
directors and executive officers as of these filings, to wit:
<TABLE>
<CAPTION>
                            Number of Shares
                           Beneficially Owned                Percentage
Name and Address            As of 12/31/2002                 Of Class
-------------------------  ------------------                ----------

                                   <c>                         <c>
Dempsey K.Mork/Prior Page      *2,546,100                     *79.80%
83-888 Avenue 51
Coachella, CA 92236

BAB INVESTMENTS, INC. &
Randall A. Baker                 111,200                        3.49%
P.O. Box 1025
Morongo Valley, CA 82256

KNC INVESTMENTS, INC. &
Norbert L. LeBoeuf               105,800                        3.32%
829 Francis Drive
Palm Springs, CA 92262

Daren C. Holm                    100,000                        3.13%
75-130 Mediterranean
Palm Desert, CA 2211
                               ---------                       ------
     TOTALS                    2,863,100                       89.74%
                               =========                       ======
</TABLE>
See the caption "Directors, Executive Officers, Promoters and Control
persons", below, Part III, Item 9 for information concerning the
officers or other persons in whom the foregoing persons serve with the
Company.

Change in Control.

There are no present arrangements or pledges of the Company securities
which may result in a change in control of the Company.

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

There have not been any changes in or disagreements with accountants on
accounting and financial disclosure.



<PAGE>7

Item 8A   Controls and Procedures

We carried out an evaluation, with the participation of our chief
executive and chief financial officers, of the effectiveness, as of
December 31, 2002, of our disclosure controls and procedures (as
defined in Exchange Act Rule 13a-15(e) or 15d-15(e) of the Exchange
Act), based on the evaluations of the controls and procedures required
by paragraph (b) of the Exchange Act Rule 13a-15 or 15d-15.  Based upon
that evaluation, made at the end of the period, our chief executive
officer and chief financial officer concluded that our disclosure
controls and procedures are effective in alerting them on a timely
basis to material information required to be disclosed in our periodic
reports to the Securities and Exchange Commission, controls, or other
factors which could significantly affect such controls including any
corrective actions with regard to significant deficiencies or material
weaknesses, since our evaluation.  Management is aware that there is a
lack of segregation of duties due to the small number of employees
dealing with general administrative and financial matters.  However,
management has determined that considering the employees involved and
the control procedures in place, risks associated with such lack of
segregation are insignificant and the potential benefits of adding
employees to clearly segregate duties does not justify the expenses
associated with such increases.




<PAGE>7

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.

The following table sets forth the names of all current directors and
executive officers of the Company. These are the only persons whose
activities are expected to be material to the Company. They will serve
until the next annual meeting of the stockholders (held in November of
each year) or until their successors are elected or appointed and
qualified, or their prior resignation or termination:

<PAGE>7
<TABLE>
<CAPTION>
                                               Date of       Date of
                                               Election or   Termination or
Name                Positions Held             Designation   Resignation
------------------  ------------------------   -----------   -------------

                                      <c>           <c>       <c>
Daren C. Holm       President/CEO/Director       9/25/2001        -
Dempsey K. Mork     Chief Financial Officer/
                    Director                     9/25/2001        -
Norbert L. LeBoeuf  Controller/Director          6/30/1996        -
</TABLE>
Business Experience of Directors/Executive Officers:

Mr. Daren Holm was elected President/CEO and Director of Silver Bow
Antique Aviation in September 2001. His educational background includes
Ambulance and Emergency Care, Georgia College through 1984; A.S.
Respiratory Care through June 1985, and, A.S. EMS Systems Management at
Davenport College of Business through December 1985.   Business
experience includes 13 years with Springs Ambulance/American Medical
Response as Paramedic/Field Training Officer; three years as Medical
Division Manager with Desert Airlines, (an aero-medical transport
company); and, three years with Airstar Service International--one year
Medical Operations/Office Manager and two years as General Manager.
Mr. Holm will spend approximately 20 hours per week on Silver Bow
business.

Mr. Mork is the majority shareholder, Chief Financial Officer/Director
of Silver Bow Antique Aviation.  He has been an officer/director of the
Company since its formation in 1994.  For the past seven years, he has
been an officer/director of Magellan Capital Corporation; Animal
Cloning Sciences, Knickerbocker Capital, Apex Capital, Asian Financial
and North Star Ventures.  Mr. Mork has experience in start-up
companies, business reorganizations and cross border business trans-
actions.  He will spend approximately 20 hours per month on Silver Bow
business.


Mr. Norbert LeBoeuf is a shareholder, officer and director of Silver
Bow Antique Aviation.  He has been responsible for all accounting and
tax functions for all Companies with which Mr. Mork has been
affiliated.  Mr. LeBoeuf's professional career includes three years in



<PAGE>8

the U.S. Marine Corps Legal and Administrative functions (1952-55) and
forty years in all areas of accounting for small, medium and large
(Fortune 500 Companies) in Electronics, Manufacturing and Aerospace.

Significant Employees.

The Company has no employees who are not executive officers.

Item 10.  Executive Compensation.

None.

(1)   In April 1994, 936,900 shares of "unregistered" and "restricted"
shares of the Company's Common Stock were issued (for services
rendered):*

          597,600  Magellan Capital Corporation
          148,500  Dempsey K. Mork       (Officer/Director)
           61,200  Randall A. Baker      (Officer/Director
           73,800  Robert J. Filiatreaux (Outside Consultant)
           55,800  Norbert L. LeBoeuf    (Officer/Director)

*The above stated number of shares are after giving effect to a 900 for
1 forward split of October 15, 1998.

(2)   In December 2001, 200,000 shares were issued for services
rendered through December 2001, as follows:
        100,000 to Daren C. Holm, the newly elected President/CEO-
            Director, and,
        50,000 each to Randall A. Baker and Norbert L. LeBoeuf.


Item 11.  Changes in and disagreements with Auditors on Accounting and
          Financial Disclosure.

None.

Fair Value of Assets.

FAS No. 121 concerning the impairment of Long Lived Assets, such as
Aircraft, provides for an assessment and measurement of these assets.
Whenever events or changes in circumstances indicate that the carrying
amount of such assets may not be recoverable.  FAS 121 requires that
the reporting entity estimate the future cash flows expected from the
use of the asset and its eventual disposition.  If the result of the
expected future cash flows (un-discounted and without interest charges)
is less than the carrying amount of the assets, an "IMPAIRMENT LOSS" is
recognized.  Measurement of an Impairment Loss for those assets (1
aircraft as of the date of these filings--December 31, 2002) should be
based on the fair market value of the asset.



<PAGE>10

<TABLE>
<CAPTION>
                                       Net Book Value     Estimated Current
Asset Description        Cost Basis   At Dec. 31, 2002   Fair Market Value
------------------       ----------   ----------------    -----------------

                         <c>             <c>                  <c>
Piper Lance, 1979         $98,000        $41,979               $75,000*
*Net of Sales commission   ======         ======                ======
</TABLE>

In view of the above, there is no "IMPAIRMENT LOSS" ON THE 1979 Piper
Lance. For the record, the other Silver Bow aircraft, a 1942 Stearman
Boeing PT-37 was sold in the last quarter of fiscal year 2001 for
$60,000 (net after $5,000 sales commission), resulting in a $14,287
Gain on the disposition of this asset.


                                    PART F/S
                          Index to Financial Statements
                      Report of Certified Public Accountant

Financial Statements
--------------------
(1) Audited Financial Statements for 12 months year ended December 31,
2002:

    Independent Auditor's Report-
      Balance Sheets at 12/31/2002 and 12/31/2001
      Statements of Operations for Yrs 2002 - 2001
      Statements of Cash Flows for Yrs 2002 - 2001
      Statement of Stockholders' Equity from inception (1994 through
        12/31/2002).
      Notes to the Financial Statements




<PAGE>11

The Board of Directors
Silver Bow Antique Aviation
(A Development Stage Company)
Palm Desert, California


                    INDEPENDENT AUDITOR'S REPORT


I have audited the accompanying balance sheet of Silver Bow Antique
Aviation (A Development Stage Company), as of December 31, 2002 and the
related statements of operations, cash flows, and changes in
stockholders' equity for the year then ended.

These financial statements are the responsibility of the Company's
management.  My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatements.  An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Silver Bow
Antique Aviation as of December 31, 2002, and the results of its
operations and cash flows for the year then ended in conformity with
generally accepted accounting principles.




/s/ David M. Winings
 -------------------
 David M. Winings, C.P.A.
 Palm Desert, CA 92211
 November 30, 2003










<PAGE>12
                  Silver Bow Antique Aviation
                 (a Development Stage Company)
                          BALANCE SHEET
<TABLE>
<CAPTION>
                                     AUDITED               AUDITED
                                   December 31,          December 31,
              ASSETS                   2002                   2001

                                        <c>                   <c>
CURRENT ASSETS:
 Cash                              $      -0-            $    1,924
                                    ---------             ---------
  Total current assets             $      -0-            $    1,924
                                    ---------             ---------
FIXED ASSETS:
 Property and Equipment (NOTE 3)
  Aircraft net of depreciation     $   41,979            $   55,979
                                    ---------             ---------
TOTAL ASSETS                       $   41,979            $   57,903
                                    =========            ==========
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
 Note Payable Aircraft Exp(NOTE 4) $   76,038            $   71,339
 Current Portion Long Term Debt
  3 Yrs Aircraft Mortgage (NOTE 4)     39,200                29,400
 Accrued Mortgage Interest Payable
  On Long Term Mortgage (NOTE 4)       41,840                32,040
 Convertible Promissory Note (NOTE 4)  25,000                25,000
                                    ---------             ---------
  Total current liabilities        $  182,078            $  157,779
                                    ---------             ---------
LONG TERM LIABILITIES:
 AircraftMortgage 10Yr NotePayable $   58,800            $   68,600
                                    ---------             ---------
  Total long term liabilities      $   58,800            $   68,600
                                    ---------             ---------
TOTAL LIABILITIES                  $  240,878            $  226,379
                                    ---------             ---------
SHAREHOLDERS' EQUITY (NOTES 1 & 2)
 Preferred stock, par value $.001;
  1,000 shares authorized; -0-
  shares issued and outstanding    $      -0-            $      -0-
 Common stock, par value $.001;
  99,999,000 shares authorized;
  issued & outstanding 3,190,400
  and 2,990,400 12/31/2002 and 2001     3,190                 3,190
 Paid-in capital                       20,000                20,000
 Retained earnings(accum deficit)    (222,089)            ( 191,666)
                                    ---------             ---------
TOTAL SHAREHOLDERS' EQUITY         $( 198,899)           $( 168,476)
                                    ---------             ---------
TOTAL LIABILITIES & EQUITY         $   41,979            $   57,903
                                    =========             =========
</TABLE>
 The accompanying notes are an integral part of these financial
statements

<PAGE>13
                    Silver Bow Antique Aviation
                   (A Development Stage Company)
                      STATEMENT OF OPERATIONS
      For the Twelve Months/Year Ending December 31, 2002 & 2001
<TABLE>
<CAPTION>
                                              AUDITED      AUDITED
                                            December 31, December 31,
                                                2002        2001

                                             <c>         <c>
Misc. Income                                 $     -0-   $     -0-
                                              --------    --------
Operating Expenses:

 Interest Expense                            $   9,800   $  21,360

 Admin Support                                     -0-       5,000

 Depreciation (NOTE 3)                          14,000      25,436
 Aircraft Expenses (NOTE 6)                      6,623      18,200
 Services Rendered/Issuance Com Stk Shs            -0-         200
                                              --------    --------
   Total Operating Expenses                  $  30,423   $  70,196
                                              --------    --------
Income (Loss) From Operations                $( 30,423)  $( 70,196)
                                              --------    --------
Other Income/(Expense)
 Gain on sale of aircraft                          -0-      14,287
                                              --------    --------

Net Income (Loss)                            $( 30,423)  $( 55,909)
                                              ========    ========

Per share information:

Basic (loss) per common share                  $(0.010)    $(0.018)

Basic weighted average number
 Common Stock shares outstanding              3,190,400   3,040,400
                                              =========   =========

Diluted (loss) per common share                $(0.010)    $(0.018)
                                                ------      ------
Diluted weighted average number
 Common Stock shares outstanding              3,190,400   3,040,400
                                              =========   =========
</TABLE>

The accompanying notes are an integral part of these financial
statements


<PAGE>14

                       Silver Bow Antique Aviation
                      (A Development Stage Company)
                         STATEMENT OF CASH FLOWS
             For Twelve Months/Year Ending December 31, 2002 and 2001
<TABLE>
<CAPTION>
                                                   AUDITED   AUDITED
                                                     2002      2001

                                                  <c>       <c>
Cash Flows From Operating Activities
Net income (loss):                               $( 30,423)$( 55,909)
Transactions not requiring cash:                  --------  --------
 Depreciation (NOTE 3)                              14,000    25,436
                                                  --------  --------
(Gain)/loss on sale of 1 aircraft                      -0-  ( 14,287)
Cash provided (used) due to changes in:           --------  --------
 Current assets decrease/(increase); and,
 Current liabilities/(decrease)/increase
  Increase Notes Payable/Operating Expense           4,699    18,200

  Incr./(Decr.)Current Portion Long Term Debt        9,800  (  6,200)

  Increase Accr.Interest Payable Long Term Debt      9,800    21,360

  Increase Convertible Promissory Note Payable         -0-     5,000
                                                  --------  --------
 Net Incr/(Decr) in Current Assets/Liabilities      24,299    38,360
                                                  --------  --------
 Increase/(decrease) Aircraft Long Term Liability (  9,800) ( 73,800)
                                                  --------  --------
 Total Incr/(Decr) Current/Long Term Liabilities  ( 14,299) ( 35,440)
                                                  --------  --------
Net cash provided/(used) Operating Activities    $(  1,924) ( 80,200)
                                                  --------  --------
Cash Flows from Investing Activities:
 Cash (used) purchase 2 aircraft                 $     -0-       -0-

 Cash provided from net proceeds sale 1 aircraft       -0-    60,000

 Contribution to Paid in Capital/sale 1 aircraft       -0-    20,000
                                                  --------  --------
Net cash provided (used) Investing Activities    $     -0-    80,000
                                                  --------  --------
Cash Flows from Financing Activities:
 Issuance Common Stock Shares                    $     -0-       200
                                                  --------  --------
Net Cash Increase (Decrease)                     $(  1,924)      -0-
Cash, Beginning of period                            1,924     1,924
                                                  --------  --------
Cash, End of period                              $     -0- $   1,924
                                                  ========  ========
</TABLE>
The accompanying notes are an integral part of these financial
statements

<PAGE>15
              Silver Bow Antique Aviation
             (A Development Stage Company)
           Statement of Stockholders' Equity
For the Years Ended December 31 (From Inception to 2002)
<TABLE>
<CAPTION>
                UNAUDITED YEARS 1994 THRU 1997; AUDITED YEARS 1998 THRU 2002
                                                       ACCUMULATED    TOTAL
                PREF STOCK    COMMON  STOCK  PAID-IN    EARNINGS       NET $
                 SHS $AMT     SHARES   $ AMT $CAPITAL  $ (LOSSES)   (DEFICIT)
                ---- -----  ---------  ----- --------  ----------   ---------

              <c>   <c>        <c>    <c>      <c>         <c>         <c>
BALANCE AT
 12/31/94        -0-   -0-        -0-    -0-      -0-        -0-         -0-
BALANCE AT
 13/31/95        -0-   -0-        -0-    -0-      -0-        -0-         -0-
ISSUE SHARES AT
 PAR VALUE FOR
 CONSULTING
 SERVICES        -0-   -0-    936,900*   936      -0-   (    936)        -0-
-----------------------------------------------------------------------------
BALANCE AT
 12/31/96        -0-   -0-    936,900    936      -0-   (    936)        -0-
BALANCE AT
 12/31/97        -0-   -0-    936,900    936      -0-   (    936)        -0-
SALES OF
 COMMON STOCK
 FOR CASH,AT
 PAR VALUE,ON
 DEC 30, 1998   -0-   -0-   2,053,500  2,054      -0-        -0-       2,054
-----------------------------------------------------------------------------
BALANCE AT
 12/31/98       -0-   -0-   2,990,400  2,990      -0-   (    936)      2,054
*AFTER 900 FOR 1 FORWARD STOCK SPLIT AUTHORIZED ON OCTOBER 15, 1998.  SHARES
 ISSUED IN 1996 FOR SERVICES RENDERED ARE STATED AT POST SPLIT PAR VALUES.
YR 1999(LOSS)                                           ( 25,436)   ( 25,436)
-----------------------------------------------------------------------------
BAL 12/31/1999  -0-   -0-   2,990,400  2,990      -0-   ( 26,372)   ( 23,382)
YR 2000 (LOSS)                                          (109,385)   (109,385)
-----------------------------------------------------------------------------
BAL 12/31/2000  -0-   -0-   2,990,400  2,990      -0-   (135,757)   (132,767)
 ISSUE SHARES/
  SVCS RENDERED               200,000    200                             200
 PAID-IN CAPITAL
  SALE AICRAFT                                 20,000                 20,000
YR 2001(LOSS)                                           ( 55,909)   ( 55,909)
-----------------------------------------------------------------------------
BAL 12/31/2001  -0-   -0-   3,190,400  3,190   20,000   (191,666)   (168,476)
YR 2002 (LOSS)                                          ( 30,423)   ( 30,423)
-----------------------------------------------------------------------------
BAL 12/31/2002  -0-   -0-   3,190,400  3,190   20,000   (222,089)   (198,899)
=============================================================================
</TABLE>
The accompanying notes are an integral part of these financial
statements

<PAGE>16

              Silver Bow Antique Aviation
             (A Development Stage Company)
             Notes to Financial Statements
     For The Twelve Months Ended December 31, 2002

GENERAL:

The condensed consolidated financial statements of Silver Bow Antique
Aviation included herein, have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission.  Although
certain information normally included in financial statements prepared
in accordance with generally accepted accounting principles has been
condensed or omitted, Silver Bow believes that the disclosures are
adequate to make the information presented not misleading.  The
condensed financial statements for the twelve month period ended
December 31, 2002 should be read in conjunction with the financial
statements and notes thereto included in this report, the Quarterly
Reports for year 2002 (March 31, June 30, September 30) and the prior
year Silver Bow Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001.

The condensed consolidated financial statements included herein reflect
all normal recurring adjustments that, in the opinion of management,
are necessary for fair presentation.

The Company has not commenced operations and has no working capital.

NOTE 1-ORGANIZATION AND BUSINESS PLAN:

The Company was organized under the laws of the State of Nevada on
April 28, 1994 under the name of Silver Bow Antique Aviation.  The
Company was incorporated to
engage in any lawful activities.

The Company's articles initially authorized 1,000 shares of Preferred
Stock and 10,000 shares of Common Stock, both at a par value of $.001
per share.

During 1996, certain consulting services were rendered to the Company
by the majority stockholder, Magellan Capital Corporation, (a Nevada
Corporation doing business in California) and 4 other individuals.  The
value of such services were at the stated par value for 1,041 shares
issued on July 15, 1996 and have been stated on the Balance sheet, the
Statement of Operations and the Cash Cash Flow Statement at $936, which
amount reflects the par value of the original issue on the date of the
900 for 1 forward stock split on the 1,041 shares.  Revised number of
shares issued and outstanding after the foregoing split were 936,900,
with a total value of $936.00.

On December 30, 1998, 2,053,500 shares were sold for cash at the stated
par value of $.001 per share.  Total shares outstanding at year end
12/31/98 were 2,990,400, with a total value of $2,990.



<PAGE>17

On September 25, 2001, 200,000 shares were issued at the stated par
value of $.001 per share for services rendered through September, 2001:
100,000 shares to Darren Holm, the newly appointed President of the
Company and 50,000 shares each to Randall Baker, Secretary and Norm
LeBoeuf, Controller.

The total number of Common Stock shares outstanding and issued at year
end December 31, 2002, and 2001, were 3,190,400, total value $3,190.

Preferred Stock.
The original articles of incorporation (April 28, 1994) authorized
1,000 shares of Preferred Stock with a stated par value of $.001 per
share.  From inception (April 28, 1994) through December 31, 2002,
there have been no issuance of Preferred Stock shares, and none are
outstanding.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The Articles of Incorporation (as revised) authorize Silver Bow Antique
Aviation to issue up to 99,999,000 shares of Common Stock with a par
value of $.001 per share and 1,000 shares of Preferred Stock, with a
par value of $.001 per share.  As of the year ending December 31, 2002,
there were 3,190,400 shares of Common Stock issued and outstanding.  As
of December 31, 2002, no Preferred Stock were issued or outstanding.

NOTE 3 - FIXED ASSETS:
The Company currently owns a 1979 Piper Lance Aircraft with a
capitalized value of $98,000.  Depreciation is calculated on a 7-year
(used aircraft life basis), using the straight line depreciation
method. Total accumulated depreciation was $56,021 as of December 31,
2002. The Boeing PT-37 Stearman Aircraft was sold during the fourth
Quarter of 2001 for $60,000 (net of a $5,000 Sales Commission Expense).
A $14,287 net gain was realized on this sale.

NOTE 4 - CURRENT LIABILITIES:
Following are the Current Liabilities due Magellan Capital Corporation:
<TABLE>
<CAPTION>
                                              Amounts due  Amounts due
Category Description                           12/31/02     12/31/01
------------------------------------------    ---------    ---------

                                                 <c>          <c>
Notes payable aircraft operating expenses     $  76,038    $  71,339
Current portion long term debt/note payable      39,200       29,400
Accrued interest long term debt/note payable     41,840       32,040
Convertible promissory note/admin support        25,000       25,000
                                               --------     --------
             TOTAL LIABILITIES                $ 182,078    $ 157,779
                                               ========     ========
</TABLE>

Convertible Promissory Notes of $10,000 per year are for Administrative
Support for years 1999 and 2000.  In mid 2001, this arrangement was
terminated.  These notes amounting to $25,000 through June 30, 2001 are
convertible at a rate of $.05/cents per share at the option of the
holder.

<PAGE>18
NOTE 5.  GOING CONCERN AND INCIDENTAL COSTS:

The Company intends to enter the aircraft brokerage business and is
processing an SB2 to register shares.

Incidental costs to maintain legal registrations of the Company in the
State of Nevada and with the Security and Exchange Commissions have
been paid or assumed by Magellan Capital Corporation, the majority
shareholder of Silver Bow.  This will continue for the foreseeable
future.

NOTE 6.  AIRCRAFT EXPENSES SUMMARY BY MAJOR CLASSIFICATION:
<TABLE>
<CAPTION>
                                             AUDITED     AUDITED
                                             Yr 2001     Yr 2002
CATEGORY DESCRIPTION                        $ AMOUNTS   $ AMOUNTS
----------------------------------------    ---------   ---------

                                               <c>         <c>
Aircraft Fuel                               $   5,500   $     670

Operating Supplies and Expense                  3,250         365

Office Expenses, Phone and Fax                    400         330

Hangar/Tie-down Fees                            2,100         915

Maintenance and Repairs                         3,200       2,364

Advertising, Audit and Legal                    1,050         275

Pilot and Flying Services                       2,700       1,200

Miscellaneous/Other Expenses                      -0-         504
                                             --------    --------
TOTAL OPERATING EXPENSE                     $  18,200   $   6,623
                                             ========    ========
</TABLE>



<PAGE>19

(b)    List of Exhibits

   3.i  Articles of Incorporation
         incorporated by reference to Form SB-2
   3.ii By-Laws of Silver Bow incorporated by
         reference to Form SB-2
   4.i  Form of Specimen of common stock
        incorporated by reference to Form SB-2
31	  302 certification
32   906 certification



(B)    REPORTS ON FORM 8-K
          None

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. Silver Bow incurred aggregate fees and expenses of
approximately $200 from David M. Winings, C.P.A. for the fiscal years
2002 annual audit and for review of Silver Bow's financial statements
included in its Forms 10-QSB for the 2002 fiscal year.    The fees for
the fiscal year 2002 and through the first quarter of 2003 were
included in its former parent's accounting and audit fees expense.

Tax Fees.   Silver Bow did not incur any tax fees to David M. Winings,
C.P.A. for the fiscal years 2002 and 2001 for professional services
rendered for tax compliance, tax advice, and tax planning.

All Other Fees.   During the 2002 fiscal year, Silver Bow incurred
aggregate fees and expenses of $0 from David M. Winings, C.P.A.
for services involving the filing of the registration statements.
Audit-related fees and expenses were for the audit of Silver Bow
accounting consultation and consents.    Other fees and expenses were
primarily for tax compliance and tax consultation.

The Board of Directors, acting as the Audit Committee considered
whether, and determined that, the auditor's provision of non-audit
services was compatible with maintaining the auditor's independence.
All of the services described above for fiscal year 2002 and 2001 were
approved by the Board of Directors pursuant to its policies and
procedures.  Silver Bow intends to continue using David M. Winings,
C.P.A. solely for audit and audit-related services, tax consultation
and tax compliance services, and, as needed, for due diligence in
acquisitions.



<PAGE>20

                       SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.

Date:    May 20, 2004

Silver Bow Antique Aviation

/s/ Darren Holm
------------------------------------
By: Darren Holm, President

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
<TABLE>
Signature                  Capacity                   Date
  
                        <c>                       <c>
/s/Darren Holm          President/CEO              5/17/04
--------------------      Director
Darren Holm


/s/Dempsey Mork         CFO/Director               5/17/04
--------------------
Dempsey Mork

/s/Norbert LeBoeuf     Controller/Director         5/17/04
--------------------
Norbert LeBoeuf
</TABLE>