UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-KSB

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


                      For the Year Ended September 30, 2004

                              File Number: 0-32201


                            TASCO INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                    33-0824714
(State of jurisdiction of Incorporation)    (I.R.S. Employer Identification No.)


                  1649 Dartmouth, Chula Vista, California 91913
               (Address of principal executive offices) (Zip Code)


                                 (619) 482-7800
               (Registrants telephone number, including area code)

Indicate by check mark whether the Registrant (1) has 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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  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. Yes [X] No [ ]

The issuer had no revenues for the year ended September 30, 2004.

As of September 30, 2004, the  registrant had 1,278,000  shares of common stock,
$.0001 par value,  issued and  outstanding.  No market  value has been  computed
based upon the fact that no market has been established at this time.

DOCUMENTS INCORPORATED BY REFERENCE
<PAGE>
                               TABLE OF CONTENTS

PART I ......................................................................  1

ITEM 1.  DESCRIPTION OF BUSINESS ............................................  1
ITEM 2.  DESCRIPTION OF PROPERTY ............................................  5
ITEM 3.  LEGAL PROCEEDINGS ..................................................  6
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS ..............  6

PART II .....................................................................  6

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ...........  6
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS ..........................................  6
ITEM 7.  FINANCIAL STATEMENTS ...............................................  7
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
         DISCLOSURE .........................................................  7

PART III ....................................................................  8

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT .................  8
ITEM 10. EXECUTIVE COMPENSATION .............................................  9
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .....  9
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .....................  9
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K ................................... 10
ITEM 14. CONTROLS AND PROCEDURES ............................................ 10

SIGNATURES .................................................................. 10

                                       i
<PAGE>
                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS

The Issuer  provides  production  of visual  content  and other  digital  media,
including still media,  360-degree  images,  video,  animation and audio for the
Internet.  The issuer  specializes most  particularly in the production of still
media or images which  provide a complete  image - from ground to sky,  floor to
ceiling in a expansive 360-degree viewing field.

The capture and  processing of visual  content and other digital media  requires
time, technical expertise,  extensive relationships and resources.  For example,
providing a  nationwide  content  capture  network  requires the  management  of
relationships  of  photographers  across broad  geographic  areas.  In addition,
preparing  digital  media  content for Internet  distribution  requires  varying
degrees of processing  technology,  quality  assurance and image and  multimedia
enhancement.  Further,  delivering  visual  content and other digital media to a
wide  variety of  e-commerce  web sites and Internet  portals  requires a highly
scalable and reliable  infrastructure as well as the development and maintenance
of  affiliate  relationships.  As a  result,  businesses  are  searching  for  a
comprehensive  provider  of  solutions  so that  they can  focus  on their  core
competencies  without  having to develop and  maintain  their own digital  media
infrastructure.

We  initially  plan  to  seek  income  by  providing  businesses  and  consumers
production of visual content and other digital media, including still media, 360
degree images, video,  animation and audio for the Internet. In order to provide
production  of visual  content and other  digital  media  solutions,  we plan to
develop certain relationships with photographers and visual content producers so
we can offer our services in many areas in the United States.  After the digital
content  is in place,  we will  offer  production  of still  media or 360 degree
images for our clients,  which we believe  currently  offers the most compelling
visual content for the Internet.  In addition we will offer  production of other
visual media including video, animation and audio for the Internet.

The  emergence  of the Internet and secure  transaction  networks has  generated
significant  opportunities  for businesses  and consumers to conduct  electronic
commerce.  International Data Corporation, or IDC, estimates e-commerce revenues
will grow from  approximately  $130 billion  worldwide in 1999 to $1.6  trillion
worldwide by 2003.  The  popularity of the Internet has resulted in  substantial
growth in the  number and types of web sites.  According  to IDC,  the number of
URLs on the web was estimated to grow from 2.2 billion in 1999 to 4.3 billion in
2000.  Due to  this  dramatic  increase,  operators  of web  sites  must  devote
significant  time and  resources to attract and retain site traffic and generate
online transactions. In order to fulfill these objectives, companies are seeking
more compelling visual content and other digital media to significantly  enhance
the quality of their online presence.  Current technological  innovations in the
industry offer  businesses the opportunity to provide online visual content of a
more realistic and interactive  nature. By using these  innovations,  businesses
can  increase  the  frequency  and  duration  of web  site  visits,  potentially
accelerating e-commerce transactions and increasing advertising revenues.

We will offer complete production services providing complete visual content and
digital media  solutions to businesses  and consumers  across the Internet.  The
Company intends to target vertical markets including:

     Real  Estate  -  Residential  and  commercial  real  estate  companies  and
     professionals  can use our services to provide online  360-degree images of
     properties  including  existing  homes,  new homes,  rental  apartments and
     office buildings and their surrounding  areas. Our production  service will
     enable real estate professionals to cost-effectively market properties to a
     wider audience.

                                       1
<PAGE>
     Travel and Hospitality - Hotel chains, vacation resorts, cruise lines, golf
     courses,  restaurants,  theme parts, major tourist  attractions and tourism
     bureaus can utilize our digital media production  services to enhance their
     online marketing.  Providing 360 degree images offers a prospective visitor
     the  opportunity  to take online  tours of rooms,  meeting  and  conference
     facilities and attractions.

     Automotive - Automobile  companies can utilize our digital media production
     services to create  virtual  showrooms  and highlight  differences  between
     different  models  and their  respective  option  packages.  Consumers  can
     experience a realistic  perspective  of both the interior and exterior of a
     car while receiving on-screen descriptions of particular features.

     Entertainment  - Our digital  media  production  services can be offered to
     sports,  theater or musical  arenas to offer on-line  tours of seating,  to
     make it easier and  convenient to purchase  tickets  knowing  exactly where
     seating is available in reference to the staged event.

DISTRIBUTION METHODS OF PRODUCTS OR SERVICES

The Company  intends to purchase  hardware,  software  and digital  photographic
equipment to produce complete visual content and other digital media. Samples of
digital media content for still media, 360 degree images,  video,  animation and
audio are available for viewing on our web site at www.tasco360.com.  We are now
seeking  strategic  relationships  with  photographers  and other visual content
producers so we can offer our services in many areas of the United States.

STATUS OF ANY PUBLICLY ANNOUNCED  NEW PRODUCTS OR SERVICES

Tasco  International  has no new product or service  planned or announced to the
public.

COMPETITION AND COMPETITIVE POSITION

The market for production of visual content and other digital media solutions is
new and  rapidly  evolving.  As the  demand  for  production  of visual  content
solutions  increases,  we expect competition to intensify.  The Company competes
with providers of imaging  technology who, in addition to owning the technology,
also produce visual content for businesses and consumers.  Our competitors  have
greater  financial,  marketing,  distribution and technical  resources.  We also
compete with  traditional off line methods of marketing real estate  properties,
including  classified  ads,  brochures  and still  photos.  Our success  will be
dependent on our ability to compete with these and any other  competitors on the
quality of our  solutions  and their cost  effectiveness.  There is no assurance
that  we will  be  successful  in that  competition.  We are  not  aware  of any
significant  barriers  to our entry into the visual  content  solutions  market,
however, at this time, we have no sales or share of this market.

SUPPLIERS AND SOURCES OF RAW MATERIALS

We will utilize our management's background to offer our service on the Internet
without the use of major suppliers of raw materials.

                                       2
<PAGE>
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

Tasco  International  will not  depend on any one or a few major  customers.  We
intend to  utilize  our  management's  experience  to make our  services  easily
accessible  via web  search  engines  as well as  direct  advertising  to target
audiences  including real estate agencies,  travel and hospitality  firms,  auto
sales and entertainment venues.

PATENTS,  TRADEMARKS,  FRANCHISES,  CONCESSIONS,  ROYALTY  AGREEMENTS,  OR LABOR
CONTRACTS

We have no current plans to apply for registrations such as patents, trademarks,
additional  copyrights,  franchises,  concessions,  royalty  agreements or labor
contracts.  We will  assess  the need for any  copyright,  trademark  or  patent
applications on an ongoing basis.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

Tasco International is not required to apply for or have any government approval
for its products or services.

EFFECT OF GOVERNMENTAL REGULATIONS ON THE COMPANY'S BUSINESS

Tasco  International is not aware of any federal laws and regulations that would
have an adverse effect directly or indirectly on its operations.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

Tasco  International  has not expended funds for research and development  costs
since inception.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

Tasco  International  is not aware of any  environmental  regulations that could
directly effect its operations, but no assurance can be given that environmental
regulations  will not,  in the  future,  have a material  adverse  impact on our
business.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL-TIME EMPLOYEES

Tasco's sole  employee,  it's officer and director,  will devote as much time as
the board of  directors  determines  is  necessary  to manage the affairs of the
company.  The  officer  intends  to  work on a full  time  basis  when we  raise
sufficient capital per our business plan. Our business plan calls for hiring two
new full-time employees during the next twelve months.

RISKS

Investors in Tasco  International  should carefully  consider the following risk
factors associated with our plans and product:

WE ARE A DEVELOPMENT  STAGE COMPANY WITH LIMITED  OPERATING  HISTORY.  THIS WILL
MAKE IT  DIFFICULT  FOR OUR  SHAREHOLDERS  TO  EVALUATE  OUR  FUTURE  PLANS  AND
PROSPECTS.

     Investors  should  carefully  evaluate any investment in our company due to
     the inherent risks, expenses,  delays, and difficulties that will likely be
     a part of our  development.  As we are implementing a business plan with no
     near-term  revenues,  we  expect to incur  net  losses  in the  foreseeable
     future.

                                       3
<PAGE>
OUR  FINANCIAL  STATUS  CREATES  A DOUBT  WHETHER  WE WILL  CONTINUE  AS A GOING
CONCERN.  OUR  INDEPENDENT  AUDITORS  HAVE  ISSUED  AN AUDIT  OPINION  FOR TASCO
INTERNATIONAL WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. IF
OUR BUSINESS PLAN FOR THE FUTURE IS NOT  SUCCESSFUL,  INVESTORS WILL LIKELY LOSE
ALL OF THEIR INVESTMENT IN OUR STOCK.

     As noted in our accompanying  financial  statements,  our current financial
     condition  of nominal  assets and  limited  operating  business  activities
     necessary for revenues and operating capital create substantial doubt as to
     our ability to continue as a going  concern.  If our business plan does not
     work,  we could remain as a start-up  company with no material  operations,
     revenues, or profits.

TASCO  INTERNATIONAL  HAS LIMITED SALES,  UNPROVEN  MARKET AND CONSUMER  DEMAND.
WITHOUT  SIGNIFICANT  USER  DEMAND  FOR OUR  SERVICES,  THE  COMPANY  COULD HAVE
CONTINUED NEGATIVE CASH FLOW AND BE UNABLE TO REMAIN IN BUSINESS.

     The lack of a proven market for our services means that the true market for
     this service may be minor or nonexistent. This could result in little or no
     sales.

OUR BUSINESS STRATEGY REQUIRES  ADDITIONAL  WORKING CAPITAL.  WITHOUT REVENUE OR
FUNDING,  WE COULD REMAIN AS A DEVELOPMENT  STAGE COMPANY WITH LIMITED  MATERIAL
OPERATIONS, REVENUES, OR PROFITS.

     As of September  30, 2004, we have a cash balance of $315 and face the need
     for substantial additional working capital in the near future. No assurance
     can be given that we will be able to organize debt or equity financing,  or
     that  if  available,   it  will  be  available  on  terms  and   conditions
     satisfactory  to  management  and might  dilute  current  shareholders.  We
     currently have no funding commitments from any individuals or entities.  If
     we use equity  capital as a source of funding,  potential new  shareholders
     may be  unwilling to accept  either the likely  dilution of their per share
     value or the high level of risk  involved  with our  unproven  new product.
     Without this  funding,  we may be only  partially  successful or completely
     unsuccessful in implementing  our business plan, and our  shareholders  may
     lose part or all of their investment.

OUR COMPETITORS HAVE BEEN IN BUSINESS LONGER THEN WE HAVE AND HAVE SUBSTANTIALLY
GREATER  RESOURCES  THAN WE DO. SHOULD WE BE UNABLE TO ACHIEVE  ENOUGH  CUSTOMER
MARKET SHARE IN OUR INDUSTRY, WE MAY EXPERIENCE LOWER LEVELS OF REVENUE THAN OUR
BUSINESS PLAN ANTICIPATES.

     In our development stage, we have size and market share disadvantages as we
     attempt to implement our  marketing  plan. We plan to market it by Internet
     and direct  advertising,  utilizing  the  services of a marketing  manager.
     However,  we may be  unsuccessful  in achieving  our sales goals and market
     share and,  therefore,  be unable to ever become a competitive force in our
     industry.

THERE IS NO CURRENT PUBLIC MARKET FOR OUR SECURITIES.  WE HAVE NO CURRENT PUBLIC
OFFERING  AND NO PROPOSED  PUBLIC  OFFERING  OF OUR EQUITY.  AS OUR STOCK IS NOT
PUBLICLY TRADED,  INVESTORS SHOULD BE AWARE THEY PROBABLY WILL BE UNABLE TO SELL
THEIR SHARES AND THEIR INVESTMENT IN OUR SECURITIES IS NOT LIQUID.

     We are not  registered  on any  public  stock  exchange,  however,  we have
     contacted  a market  maker and are in the process of filing for a quotation
     on the OTC Electronic  Bulletin  Board. We do not know when we will be able
     to complete  this process,  and there is no guarantee of trading  volume or
     trading price levels sufficient for investors to sell their stock,  recover
     their investment in our stock, or profit from the sale of their stock.

                                       4
<PAGE>
OUR SOLE OFFICER  BENEFICIALLY OWNS 78% OF THE OUTSTANDING  SHARES OF OUR COMMON
STOCK. IF SHE CHOOSES TO SELL HER SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE
EFFECT ON THE MARKET PRICE OF OUR STOCK.

     Due to the controlling amount of our officer and director's share ownership
     in our company, if she decides to sell her shares in the public market, the
     market  price of our stock could  decrease  and all  shareholders  suffer a
     dilution of the value of their stock.

OUR CURRENT OFFICER AND DIRECTOR,  ADRIENNE  HUMPHREYS,  IS THE SOLE OFFICER AND
DIRECTOR  OF THE  COMPANY  AND AT THE SAME TIME IS  INVOLVED  IN OTHER  BUSINESS
ACTIVITIES. TASCO'S NEED FOR HER TIME AND SERVICES COULD CONFLICT WITH HER OTHER
BUSINESS  ACTIVITIES.  THIS  POSSIBLE  CONFLICT OF INTEREST  COULD RESULT IN HER
INABILITY TO PROPERLY MANAGE TASCO'S AFFAIRS, RESULTING IN OUR REMAINING A SMALL
COMPANY WITH NO MATERIAL OPERATIONS, REVENUES, OR PROFITS.

     We have not  formulated a plan to resolve any possible  conflicts  that may
     arise between our need for Ms.  Humphreys'  services and her other business
     responsibilities.

IF WE BECOME LISTED FOR TRADING ON THE OTC ELECTRONIC BULLETIN BOARD THE TRADING
IN OUR SHARES MAY BE REGULATED BY SECURITIES AND EXCHANGE  COMMISSION RULE 15G-9
WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."

     The  Securities  and  Exchange   Commission  Rule  15g-9   established  the
     definition of a "penny stock", for the purposes relevant to the company, as
     any equity security that has a market price of less than $5.00 per share or
     with an  exercise  price of less than $5.00 per  share,  subject to certain
     exceptions. For any transaction involving a penny stock, unless exempt, the
     rules require:  (i) that a broker or dealer approve a person's  account for
     transactions  in penny stocks;  and (ii) the broker or dealer  receive from
     the investor a written  agreement  to the  transaction,  setting  forth the
     identity  and  quantity  of the penny  stock to be  purchased.  In order to
     approve a person's account for transactions in penny stocks,  the broker or
     dealer must (i) obtain  financial  information  and  investment  experience
     objectives of the person; and (ii) make a reasonable determination that the
     transactions  in penny  stocks are  suitable for that person and the person
     has sufficient  knowledge and experience in financial matters to be capable
     of evaluating  the risks of  transactions  in penny  stocks.  The broker or
     dealer must also  deliver,  prior to any  transaction  in a penny stock,  a
     disclosure  schedule prepared by the Commission relating to the penny stock
     market,  which,  in highlight  form,  (i) sets forth the basis on which the
     broker  or dealer  made the  suitability  determination;  and (ii) that the
     broker or dealer  received a signed,  written  agreement  from the investor
     prior to the transaction.  The effective result of this Rule 15g-9, is that
     if the share price is below $5.00 there will be fewer purchasers  qualified
     by their  brokers to purchase  shares of the company,  and therefore a less
     liquid market for the securities.

ITEM 2 - DESCRIPTION OF PROPERTY

Tasco does not have any property and at this time has no  agreements  to acquire
any property.  Our principal  executive office address is 1649 Dartmouth,  Chula
Vista,  CA 91913.  The  principal  executive  office  and  telephone  number are
provided  by  Adrienne  Humphreys,  the  officer of the  corporation.  The costs
associated  with the use of the  telephone  and mailing  address  were deemed by
management to be immaterial as they were almost  exclusively used by the officer
for  other  business  purposes.  We intend to use our  current  address  for our
business activities until we have sufficient funds to lease office space.

                                       5
<PAGE>
ITEM 3 - LEGAL PROCEEDINGS

We are  unaware  of any  litigation  pending,  threatened  or  contemplated,  or
unsatisfied  judgments  against us, or any proceedings in which the company is a
party. We know of no legal actions pending or threatened or judgment against any
officer or director of the company in her capacity as such.

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

No matters were  submitted to a vote of security  holders  during the year ended
September 30, 2004.

                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Tasco  International  has  contacted a market maker to have our shares quoted on
the OTC  Electronic  Bulletin  Board.  The OTC  Electronic  Bulletin  Board is a
network of security dealers who buy and sell stock. The dealers are connected by
a computer  network which  provides  information on current "bids" and "asks" as
well as volume information.

As of the date of this filing, we have not been quoted on the OTC Bulletin Board
and  there is no  public  market  for our  securities.  There has been no public
trading of our securities,  and,  therefore,  no high and low bid pricing. As of
September 30, 2004, Tasco  International  had 36 shareholders of record. We have
paid no cash dividends and have no outstanding options.

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

Tasco International's cash balance as of September 30, 2004 is $315. Our officer
has verbally  agreed to supplement  our current cash balance with loans over the
next twelve months sufficient to provide for our current development stage costs
until such time as we can secure  additional  capital.  In order to achieve  our
business plan goals, we have decided to raise capital through the sale of equity
securities.  We are a development stage company and have generated no revenue to
date.  We have sold $11,790 in equity  securities  to pay for our prior  minimum
level of operations.

The report of our Independent  Registered  Public  Accounting Firm states due to
our losses and current level of operations, there exists substantial doubt as to
our ability to  continue  as a going  concern.  We believe we can  maintain  our
operations,  secure funding and implement our business plan in order to generate
revenues for our company  within the next twelve  months.  However,  there is no
guarantee  that the  company  will be able to raise  any  funding  from  outside
sources.  If our  business  plan does not work,  we could  remain as a  start-up
company with limited operations, and no revenues or profits.

As of the date of this filing, we have taken the following steps:  developed our
business  plan,  we  have  purchased  the URL  (domain  name)  for our web  site
www.tasco360.com, began to make our company's business and financial information
available  to the  public  through  filings  with the  Securities  and  Exchange
Commission  subject to disclosure rule of the Exchange Act of 1934 and contacted
a market maker to apply to have the common  shares of the Company  quoted on the
Over the Counter Electronic Bulletin Board. We have also completed our sales DVD
demo for our media kit and expanded our web site.  After securing  funding,  our

                                       6
<PAGE>
business  plan goals  include our need to budget for the first year  $10,000 for
operating expenses, $25,000 for the purchase of equipment and furniture, $12,000
for  marketing  and  advertising.  We  currently  have no known source for these
funds.

We will only be able to implement  our business plan if we receive  funding,  as
cash flow from sales is not estimated to begin until mid-2005. As of the date of
this filing,  we have not identified any sources of our planned funding and have
not initiated any fund raising efforts.  We will face  considerable risk in each
of our business plan steps,  such as difficulty  of hiring  competent  personnel
within our budget, a shortfall of funding due to our inability to raise capital.
If no funding is received  during the next twelve  months,  we will be forced to
rely on existing  cash in the bank and funds loaned by our officer and director.
Tasco International's  officer and director has given us a verbal commitment for
minimal  funding,  but has made no  formal  commitments,  arrangements  or legal
obligation  to advance or loan funds to Tasco  International.  As of the date of
this filing,  we have a need for additional funds, and our director has verbally
stated she will advance funds sufficient to maintain the company's reduced level
of activities for the next twelve months.  In this type of restricted  cash flow
scenario,  we would be unable to complete  all of our business  plan steps,  and
would,  instead,  delay all cash intensive  activities.  Without  necessary cash
flow, Tasco International may be dormant during the next twelve months, or until
such time as necessary funds could be raised in the equity securities market.

After receiving funding we plan to purchase  approximately  $25,000 in equipment
and furniture in the first twelve  months.  Our business plan provides for us to
hire two new employees during the next twelve months.

ITEM 7 - FINANCIAL STATEMENTS

The audited financial statements of Tasco for the years ended September 30, 2004
and 2003,  and related  notes  which are  included  in this  offering  have been
examined by Armando C. Ibarra,  CPA, and have been so included in reliance  upon
the  opinion of such  accountants  given upon  their  authority  as an expert in
auditing and accounting.

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

Since  inception,  the Company has not changed  accountants and has utilized the
services  of Armando C.  Ibarra,  CPA.  During that  period,  there have been no
disagreements   with  the   accountants   regarding   accounting  and  financial
disclosure.

                                       7
<PAGE>
                                    PART III

ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  following  information  sets  forth  certain  information   concerning  the
Executive Officers and Directors of the Company as of September 30, 2004.

Name                      Age           Position               Term of Office
----                      ---           --------               --------------
Adrienne Humphreys        34        Director, President,    Until annual meeting
                                    Sec., Treas.            of the Stockholders

There are no other persons  nominated or chosen to become Directors or Executive
Officers,  nor do we have  any  employees  other  than  the  above.  There is no
arrangement or understanding  between any of our Directors or Officers  pursuant
to which they were elected to their  office.  The removal of a Director from the
Board can be succeeded only by the following  actions:  (1) majority vote of the
existing Directors; or (2) majority vote of the shareholders of record.

RESUME

Adrienne Humphreys - Director, President, Secretary and Treasurer.

Adrienne Humphreys has served as President, Secretary, Treasurer and Director of
the Company from  October  1999 through June 2002 and November  2002 to current.
Since  June  1997 she has been  employed  by La Jolla  Group,  San  Diego as Art
Director of Media Presentations.

Also since June, 1997, Ms.  Humphreys has also worked as independent  contractor
in producing and developing graphics, digital effects, 3D animation, music video
digital  effects and TV  commercials  for Channel One, Los Angeles,  CA,  Chiron
Diagnostics,  San Francisco,  CA, Poor Specimen Productions,  San Diego, CA, STV
International,  San Diego, CA, Captain Carrot Video, Encinitas,  CA, Royal Films
Entertainment for MTV, Los Angeles, CA.

From March 1991 to May 1997, Ms. Humphreys worked for Control Room  Productions,
Solana  Beach,  CA in  producing 3D  animation,  graphics,  non-linear  editing,
digital effects and completed over fifty video projects.

Ms.  Humphreys  completed a Certificate  of  Completion,  Supercomputer  Center,
Visualization  Lab at the  University of California San Diego,  La Jolla,  CA in
December 1994.

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<PAGE>
ITEM 10 - EXECUTIVE COMPENSATION

Tasco  International's  current officer  receives no  compensation.  The current
Board of Directors is comprised of only Ms. Humphreys.

<TABLE>
<CAPTION>
                                                 Other
Name and                                        Annual       Restricted                            All Other
Principal                                       Compen-        Stock        Options/      LTIP      Compen-
Position         Year    Salary($)   Bonus($)   sation($)    Award(s)($)     SARs(#)   Payouts($)  sation($)
--------         ----    ---------   --------   ---------    -----------     -------   ----------  ---------
<S>             <C>     <C>         <C>        <C>          <C>             <C>        <C>        <C>
A. Humphreys     2003      -0-         -0-         -0-           -0-           -0-         -0-        -0-
President        2004      -0-         -0-         -0-           -0-           -0-         -0-        -0-
Director
</TABLE>

There are no current employment agreements between the company and its executive
officer.

The officer  and  director  currently  devotes an  immaterial  amount of time to
manage the affairs of the company. The director and principal officer has agreed
to work with no remuneration until such time as the company receives  sufficient
revenues  necessary to provide proper salaries to all officers and  compensation
for  directors'  participation.  The  officer  and the board of  directors  have
determined  that a  minimum  cash  balance  of not  less  than  $10,000  will be
necessary  before officers may receive  compensation.  At this time,  management
cannot accurately estimate when sufficient revenues will occur to implement this
compensation, or the exact amount of compensation. There are no annuity, pension
or retirement  benefits proposed to be paid to officers,  directors or employees
of Tasco  International  in the event of  retirement at normal  retirement  date
pursuant  to any  presently  existing  plan  provided or  contributed  to by the
company.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following   table  sets  forth   information  on  the  ownership  of  Tasco
International's voting securities by officers,  directors and major shareholders
as well as those who own  beneficially  more than five percent of Tasco's common
stock through the most current date - September 30, 2004:

Title of                Name &                     Amount &              Percent
 Class                  Address                 Nature of owner           Owned
 -----                  -------                 ---------------           -----
Common            Adrienne Humphreys              1,000,000 (a)            78%
                  1649 Dartmouth
                  Chula Vista, CA 91913

Total Shares Owned by Officers
 & Directors as a Group                           1,000,000                78%

----------
(a)  Ms. Humphreys  purchased  1,000,000 shares of the company's common stock on
     October 19, 1999 for $10,000.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 19, 1999,  the Company  issued  1,000,000  common shares at $.010 per
share to Adrienne Humphreys in consideration of $10,000.

                                       9
<PAGE>
ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

   Exhibit 3(i)   Articles of Incorporation                             Included
   Exhibit 3(ii)  Bylaws                                                Included
   Exhibit 31.1   302 Certification of Chief Executive Officer          Included
   Exhibit 31.2   302 Certification of Chief Financial Officer          Included
   Exhibit 32.1   906 Certification of Chief Executive Officer          Included
   Exhibit 32.2   906 Certification of Chief Financial Officer          Included

ITEM 14 - CONTROLS AND PROCEDURES

The Company's  president acts both as the Company's chief executive  officer and
chief  financial  officer and is responsible  for  establishing  and maintaining
disclosure controls and procedures for the Company.

(a) Evaluation of Disclosure Controls and Procedures

Based on her  evaluation as of September 30, 2004, the chief  executive  officer
and chief financial officer has concluded that the Company's disclosure controls
and  procedures  (as defined in Rule  13a-14(c) and 15d-15(e) of the  Securities
Exchange  Act of 1934,  as amended)  are  effective  to ensure that  information
required to be  disclosed  by the Company in reports  that the Company  files or
submits under the  Securities  Exchange Act, as amended is recorded,  processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission.

(b) Changes in Internal Controls

Based on her  evaluation as of September 30, 2004, the chief  executive  officer
and chief financial officer has concluded that there were no significant changes
in the  Company's  internal  controls over  financial  reporting or in any other
areas that could significantly affect the Company's internal controls subsequent
to the date of her most recent  evaluation,  including  corrective  actions with
regard to significant deficiencies and material weaknesses.

                                   SIGNATURES

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

TASCO INTERNATIONAL, INC.


By: /s/ Adrienne Humphreys
   ---------------------------
   Adrienne Humphreys
   Director and President                                Dated December 20, 2004

                                       10
<PAGE>
                                ARMANDO C. IBARRA
                          CERTIFIED PUBLIC ACCOUNTANTS
                          (A Professional Corporation)


Armando C. Ibarra, C.P.A.                   Members of the California Society of
                                            Certified Public Accountants
Armando Ibarra, Jr., C.P.A., JD             Members of the American Institute of
                                            Certified Public Accountants
                                Members of the Better Business Bureau since 1997


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Tasco International, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of Tasco International,  Inc. (A
Development  Stage  Company) as of September 30, 2004 and 2003,  and the related
statements of operations,  changes in stockholders'  equity,  and cash flows for
the years  then  ended and for the  period of  October  6, 1998  (inception)  to
September 30, 2004.  These financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
statements based on our audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United Stated). These standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of the Company as of September 30,
2004 and 2003,  and the results of its  operations  and its cash flows for years
then ended and for the period of October 6, 1998  (inception)  to September  30,
2004, in conformity with US generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 2d to the
financial statements, the Company is currently in the development stage. Because
of the Company's  current  status and limited  operations  there is  substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard  to its  current  status  are also  described  in Note 4.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/ Armando C. Ibarra, CPA
--------------------------------
Armando C. Ibarra, CPA

Chula Vista, Ca.
December 7, 2004

                                      F-1
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         As of              As of
                                                                      September 30,      September 30,
                                                                          2004               2003
                                                                        --------           --------
<S>                                                                     <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                  $    315           $    (13)
                                                                        --------           --------
TOTAL CURRENT ASSETS                                                         315                (13)
                                                                        --------           --------

      TOTAL ASSETS                                                      $    315           $    (13)
                                                                        ========           ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                                      $  4,412           $    850
  Notes payable                                                               --              7,622
                                                                        --------           --------
TOTAL CURRENT LIABILITIES                                                  4,412              8,472
                                                                        --------           --------

      TOTAL LIABILITIES                                                    4,412              8,472

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, ($.0001 par value authorized
   20,000,000 shares authorized; none
   issued and outstanding.)                                                   --                 --
  Common stock, ($.0001 par value authorized
   80,000,000 shares authorized; issued
   and outstanding : 1,278,000 shares as of
   September 30, 2004 and 2003)                                              128                128
  Additional paid-in capital                                              24,024             11,662
  Deficit accumulated during development stage                           (28,249)           (20,275)
                                                                        --------           --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                      (4,097)            (8,485)
                                                                        --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                $    315           $    (13)
                                                                        ========           ========
</TABLE>

                       See Notes to Financial Statements

                                      F-2
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 October 6, 1998
                                                                                   (inception)
                                              Year Ended         Year Ended          through
                                             September 30,      September 30,      September 30,
                                                2004               2003               2004
                                             -----------        -----------        -----------
<S>                                          <C>                <C>                <C>
REVENUES
  Revenues                                   $        --        $        --        $     1,000
                                             -----------        -----------        -----------
TOTAL REVENUES                                        --                 --              1,000

GENERAL & ADMINISTRATIVE EXPENSES                  7,999              4,328             29,274
                                             -----------        -----------        -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES            7,999              4,328             29,274

OTHER INCOME & (EXPENSES)
  Other income                                        25                 --                 25
                                             -----------        -----------        -----------

TOTAL OTHER INCOME & (EXPENSES)                       25                 --                 25
                                             -----------        -----------        -----------

NET LOSS                                     $    (7,974)       $    (4,328)       $   (28,249)
                                             ===========        ===========        ===========

BASIC LOSS PER SHARE                         $     (0.01)       $     (0.00)
                                             ===========        ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                     1,278,000          1,278,000
                                             ===========        ===========
</TABLE>

                       See Notes to Financial Statements

                                      F-3
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
          From October 6, 1998 (inception) through September 30, 2004
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                       Accumulated
                                                             Common       Additional     During
                                              Common         Stock         Paid-in     Development
                                              Stock          Amount        Capital        Stage          Total
                                              -----          ------        -------        -----          -----
<S>                                         <C>           <C>            <C>          <C>            <C>
Stock issued for cash on October 6,
1998 @ $0.0001 per share                      100,000       $     10       $    --      $     --       $     10

Stock issued for cash on October 9,
1998 @ $0.0001 per share                      130,000             13         1,287            --          1,300

Stock issued for cash on October 12,
1998 @ $0.0001 per share                       19,000              2           188            --            190

Stock issued for cash on April 1,
1999 @ $0.0001 per share                       29,000              3           287            --            290

Net loss, October 6, 1998 (inception)
through September 30, 1999                                                                  (295)          (295)
                                           ----------       --------       -------      --------       --------
BALANCE, SEPTEMBER 30, 1999                   278,000             28         1,762          (295)         1,495
                                           ==========       ========       =======      ========       ========
Stock issued for cash on October 19,
1999 @  $0.01 per share                     1,000,000            100         9,900                       10,000

Net loss, October 1, 1999 through
September 30, 2000                                                                          (367)          (367)
                                           ----------       --------       -------      --------       --------
BALANCE, SEPTEMBER 30, 2000                 1,278,000            128        11,662          (662)        11,128
                                           ==========       ========       =======      ========       ========
Net loss, October 1, 2000 through
September  30, 2001                                                                      (11,028)       (11,028)
                                           ----------       --------       -------      --------       --------
BALANCE, SEPTEMBER 30, 2001                 1,278,000            128        11,662       (11,690)           100
                                           ==========       ========       =======      ========       ========
Net loss, October 1, 2001 through
September 30, 2002                                                                        (4,257)        (4,257)
                                           ----------       --------       -------      --------       --------
BALANCE, SEPTEMBER 30, 2002                 1,278,000            128        11,662       (15,947)        (4,157)
                                           ==========       ========       =======      ========       ========
Net loss, October 1, 2002 through
September 30, 2003                                                                        (4,328)        (4,328)
                                           ----------       --------       -------      --------       --------
BALANCE, SEPTEMBER 30, 2003                 1,278,000       $    128       $11,662      $(20,275)      $ (8,485)
                                           ==========       ========       =======      ========       ========
Contributed capital                                                         12,362                       12,362

Net loss, October 1, 2003 through
September 30, 2004                                                                        (7,974)        (7,974)
                                           ----------       --------       -------      --------       --------
BALANCE, SEPTEMBER 30, 2004                 1,278,000       $    128       $24,024      $(28,249)      $ (4,097)
                                           ==========       ========       =======      ========       ========
</TABLE>

                       See Notes to Financial Statements

                                      F-4
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                October 6, 1998
                                                                                                  (inception)
                                                             Year Ended         Year Ended          through
                                                            September 30,      September 30,      September 30,
                                                               2004               2003               2004
                                                             --------           --------           --------
<S>                                                          <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                          $ (7,974)          $ (4,328)          $(28,249)
  Amortization                                                     --                 --                240
  (Increase) decrease in organization costs                        --                 --               (240)
  Increase (decrease) in accounts payable                       3,562               (360)             4,412
  Increase (decrease) in notes payable                         (7,622)             4,675                 --
                                                             --------           --------           --------
     NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      (12,034)               (13)           (23,837)

CASH FLOWS FROM INVESTING ACTIVITIES

     NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES           --                 --                 --

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock                                                     --                 --                128
  Additional paid-in  capital                                  12,362                 --             24,024
                                                             --------           --------           --------
     NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       12,362                 --             24,152
                                                             --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                   328                (13)               315

CASH AT BEGINNING OF YEAR                                         (13)                --                 --
                                                             --------           --------           --------
CASH AT END OF YEAR                                          $    315           $    (13)          $    315
                                                             ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Interest paid                                                $     --           $     --           $     --
                                                             ========           ========           ========
Income taxes paid                                            $     --           $     --           $     --
                                                             ========           ========           ========
</TABLE>

                       See Notes to Financial Statements

                                      F-5
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2004


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The  Company  was  organized  October  6,  1998,  under the laws of the State of
Delaware as Tasco International,  Inc. The Company is engaged in the business of
offering   virtual   reality   technology   for  CD-ROM,   media  and   internet
presentations. The Company has no operations and in accordance with SFAS #7, the
Company is considered a development stage company.

On October 6, 1998,  the Company  issued 100,000 shares of common stock for cash
at $0.0001 per share.

On October 9, 1998,  the Company  issued 130,000 shares of common stock for cash
at $0.01 per share.

On October 12, 1998,  the Company  issued 19,000 shares of common stock for cash
at $0.01 per share.

On April 1 1999,  the Company  issued  29,000 shares of common stock for cash at
$0.01 per share.

On October 19, 1999,  the Company  issued  1,000,000  shares of common stock for
cash at $0.01 per share.

As of September  30, 2004 the Company had  1,278,000  shares of its common stock
issued and outstanding.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The  financial  statements  have  been  prepared  using  the  accrual  basis  of
accounting.  Under the accrual  basis of  accounting,  revenues  are recorded as
earned and expenses  are  recorded at the time  liabilities  are  incurred.  The
Company has adopted a September 30, year-end.

B. USE OF ESTIMATES

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

                                      F-6
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2004


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

C. CASH EQUIVALENTS

The Company  considers  all highly liquid  investments  with a maturity of three
months or less when purchased to be cash equivalents.

D. DEVELOPMENT STAGE

The  Company  continues  to  devote  substantially  all  of its  efforts  in the
development of its plan to market and sell proprietary  human resource  database
services  to  companies  in  the  building,   architectural,   and  construction
industries.

E. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

F. BASIC EARNINGS (LOSS) PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective October 6, 1998 (inception).

Basic net loss per share  amounts is computed by dividing  the net income by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

NOTE 3.   WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common or preferred stock.

                                      F-7
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2004


NOTE 4. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated net losses of
$28,249  during the period from October 6, 1998  (inception)  to  September  30,
2004. This condition  raises  substantial  doubt about the Company's  ability to
continue as a going concern.  The Company's  continuation  as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be  required  and  ultimately  to  attain  profitability.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Management  plans to raise  additional  funds through debt or equity  offerings.
Management  has yet to decide what type of offering  the Company will use or how
much capital the Company will raise. There is no guarantee that the Company will
be able to raise any capital through any type of offerings.

NOTE 5. INCOME TAXES

                                                        As of September 30, 2004
                                                        ------------------------
     Deferred tax assets:
     Net operating tax carryforwards                             $ 4,237
     Other                                                             0
                                                                 -------
     Gross deferred tax assets                                     4,237
     Valuation allowance                                          (4,237)
                                                                 -------

     Net deferred tax assets                                     $     0
                                                                 =======

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

NOTE 6. SCHEDULE OF NET OPERATING LOSSES

     1998 Net Operating Loss                                     $   (295)
     1999 Net Operating Loss                                         (367)
     2000 Net Operating Loss                                      (11,028)
     2001 Net Operating Loss                                       (4,257)
     2002 Net Operating Loss                                       (4,328)
     2003 Net Operating Loss                                       (7,974)
                                                                 --------

     Net Operating Loss                                          $(28,249)
                                                                 ========

As of September 30, 2004, the Company has a net operating loss  carryforward  of
approximately  $28,249,  which  will  expire 20 years from the date the loss was
incurred.

                                      F-8
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2004


NOTE 7. RELATED PARTY TRANSACTION

The Company's neither owns nor leases any real or personal property.  A director
without  charge  provides  office  services.  Such costs are  immaterial  to the
financial  statements and,  accordingly,  have not been reflected  therein.  The
officers and directors of the Company are involved in other business  activities
and may, in the future,  become involved in other business  opportunities.  If a
specific  business  opportunity  becomes  available,  such  persons  may  face a
conflict in selecting  between the Company and their other  business  interests.
The Company has not formulated a policy for the resolution of such conflicts.

The note payable represents a loan from a related party.  Currently there are no
repayment terms nor is there interest being charged.

NOTE 8. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of September 30, 2004:

     *    Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized: -0-
          shares issued and outstanding.

     *    Common  stock,  $ 0.0001  par  value;  80,000,000  shares  authorized:
          1,278,000 shares issued and outstanding.

                                      F-9