SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB


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

                      For the Year Ended December 31, 2002

                        Commission File Number 000-50045


                           PENDER INTERNATIONAL, INC.
                 (Name of Small Business Issuer in Its Charter)


           DELAWARE                                            33-0823179
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                             Identification No.)


     1445 Marpole Avenue, Suite 409
         Vancouver, BC Canada                                  V6H 1S5
(Address of Principal Executive Offices)                      (Zip Code)


                                 (604) 733-5055
                          (Issuer's Telephone Number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B 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 December 31, 2002.

As of December 31, 2002, the  registrant  had 5,214,000  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.
<PAGE>
                               TABLE OF CONTENTS

PART I......................................................................   1
ITEM 1.  BUSINESS...........................................................   1
ITEM 2.  PROPERTIES.........................................................   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 REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS.............................................................  6
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS...........................................  7
ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.........................  9
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
         DISCLOSURE.......................................................... 18

PART III..................................................................... 19
ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................. 19
ITEM 10. EXECUTIVE COMPENSATION.............................................. 21
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...... 21
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ..................... 21

PART IV ..................................................................... 21
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K..... 21
SIGNATURES................................................................... 21
<PAGE>
PART I

ITEM 1 - DESCRIPTION OF BUSINESS

Pender International,  Inc. was incorporated in Delaware on August 26, 1998. Our
business is the  importation and sale of furniture and fixtures from Mexico into
the United States and Canada.

We received  our initial  funding  through the sale of common stock to investors
from the period of  approximately  October  15,  1999 until  July 30,  2000.  We
offered  and  sold   212,000   common   stock  shares  at  $0.10  per  share  to
non-affiliated  private  investors,  and 2,000  common stock shares at $0.10 per
share to a prior director.

Pender  International  has never had any  bankruptcy,  receivership,  or similar
proceedings.  Pender International has never had any material  reclassification,
merger,  consolidation or purchase of sale of a significant  amount of assets in
the ordinary course of business.

PRINCIPAL PRODUCTS

We import high quality  furniture  from Mexico and sell it in the United  States
and Canada.  We specialize in selling custom order  furniture  items from Mexico
that are replicas of  upper-end  quality  furniture  designs from Europe and the
United States.  Our furniture is hand crafted,  using the same quality woods and
hardware  found in  high-end  furniture  stores.  Through  savings  in labor and
exchange  rates in Mexico,  we are able to provide our customers  with furniture
that is fifty to sixty percent less expensive than comparable high-end furniture
available through traditional fine furniture outlets.

We currently market in British Columbia and the West coast of the United States.

We have taken the following steps in our business:  identified  manufacturers of
quality   furniture   products  in  Mexico,   purchased   furniture  from  those
manufacturers, designed a system for efficiently handling customs procedures and
transportation  of  products  from  Mexico  into the United  States and  Canada,
marketed and sold  furniture  products from Mexico to United States and Canadian
customers, and filed a Form 10-SB with the Securities and Exchange Commission in
order to make our  financial  information  equally  available to any  interested
parties or investors.

In order to expand our furniture sales, our business plan includes the following
future  steps to be  completed  over one year:  complete  all Form 10-SB  filing
requirements during the fourth quarter, obtain a listing on the Over the Counter
Electronic  Bulletin  Board during the first quarter of 2003,  prepare a private
placement  memorandum  and raise capital of $800,000  through the sale of common
stock in a private placement by selling 800,000 shares at $1.00 per share during
the third and fourth quarters of 2003. During the fourth quarter,  after raising
capital,  the  company  intends  to open  one  furniture  showroom/warehouse  in
Vancouver,  British Columbia,  and one in Seattle,  Washington.  During the next
twelve months, in order to operate two  showroom/warehouses,  it is management's
estimate that we will need to expend $120,000 for four sales people, $40,000 for
two office staff personnel,  $100,000 for inventory samples,  $15,000 for set-up
and maintenance of the company's web site, $100,000 for advertising, $20,000 for
purchase of computers and fixed  assets,  $120,000 for rent of two 5,000 sq. ft.
showroom/warehouses, and $80,000 for other operating expenses.

                                       1
<PAGE>
DISTRIBUTION METHODS

Once we obtain our planned  financing,  we intend to offer information about our
furniture to  prospective  customers on a web site.  Our  management  intends to
directly market to local interior  designers and speciality  furniture  boutique
stores utilizing telephone solicitation,  mailings, and personal visits to those
stores.  One  distribution  method will be aimed at  furniture  retailers in the
Western  United States and Canada  through our web site and direct  contact with
interior   designers  and  speciality   furniture   boutique  stores.  A  second
distribution  method will be through our  planned  two  showroom/warehouses.  We
intend to  utilize  magazine  advertising  in such  publications  as  "Vancouver
Magazine",  "Today's  Homeowner  ",  "Better  Homes  and  Gardens",  and  "House
Beautiful"  to make our  products  known to  potential  customers  in the United
States and Canada.  We intend to rely on common carriers to ship our products to
interior designers, speciality showroom/warehouses, and retail customers. We are
aware of common carrier shippers,  such as United Parcel Service,  but we do not
have any contracts or arrangements  with any shipping  companies for delivery of
our products.

STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS OR SERVICES

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

SUPPLIERS AND SOURCES OF RAW MATERIALS

We have established  purchasing  arrangements  with the following  furniture and
fixtures  manufacturers in Mexico:  Alex Curios Furniture,  Los Arcos Furniture,
Mallorca Designer Furniture,  and Carpinteria Diaz Fine Custom Furniture.  While
we do not  have  long-term  current  contracts  with  suppliers  to  manufacture
furniture  products,  or written purchasing  agreements or letters of intent, we
have  informally  discussed  our  intent  to use their  manufacturing  plants to
fulfill our anticipated sales volume.  Through our dealings with these furniture
manufacturers,  we believe we will be able to deliver custom  ordered  furniture
within sixty to ninety days,  however we do not have any written guarantees that
these furniture  manufacturers will be able to fulfill our planned sales volume.
We plan to enter into agreements with one or more manufacturers of furniture and
fixtures after raising capital per our business plan.

COMPETITION AND COMPETITIVE POSITION

The size and  financial  strength  of our  primary  competitors  in the  replica
furniture  business are  substantially  greater  than those of the  company.  In
examining major retail store competitors, such as El Tecolote, Su Casa, Martinez
Iron Arts and  Mexican  Only,  we have found  they  offer a variety of  imported
furniture  in  their  Southern  California  and  Southern  Arizona  market.  Our
competitors have longer operating histories,  larger customer bases, and greater
brand recognition than we do. We intend to focus our marketing in Canada and the
Pacific  Northwest,  and  then  in  all  Western  States,  except  for  Southern
California  and Southern  Arizona.  We intend to operate in areas not  currently
served by our competitors, build volume, and then negotiate lower factory prices
based upon our size before we enter the Southern California and Southern Arizona
markets.  We are not aware of any  significant  barriers to our expansion in the
market  for  high-end  furniture  sales,  however,  we are aware we have only an
insignificant  market  share of  high-end  furniture  sales.  We are not able to
estimate our exact share of this market at this time.

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

We will not  depend on any one or a few major  customers.  We plan to  initially
focus on the general  population  furniture  buyers in British  Columbia and the
state of Washington.

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

We have no current  plans for any  registrations  such as  patents,  trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts.

GOVERNMENTAL REGULATIONS

We are not  required  to  apply  for or have  any  government  approval  for our
products or services other than existing customs  regulations.  We have imported
furniture  into the  United  States  and Canada  from  Mexico,  and there are no
current trade or customs barriers to the importation of Mexican furniture.

RESEARCH AND DEVELOPMENT

The  Company  has  spent no  money  over the  past  two  years on  research  and
development.  Currently,  the Company  has no  employees  excluding  the current
officer and director.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATION ON THE COMPANY

We will be subject to common business and tax rules and  regulations  pertaining
to the operation of our business in the Western United States and Canada.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

We  are  unaware  of  any  United  States  or  Canadian  environmental  laws  or
regulations that relate directly or indirectly to our operations.

EMPLOYEES

Pender's only current employee is its one officer who 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 capital
per our  business  plan.  Our  business  plan calls for hiring six new full time
employees during the next twelve months.

REPORTS TO SECURITIES HOLDERS

We will  provide  upon  request an annual  report that  includes  our  financial
information to our shareholders.  We will make our financial information equally
available to any interested  parties or investors  through  compliance  with the
disclosure  rules  of  Regulation  S-B for a small  business  issuer  under  the
Securities  Exchange Act of 1934. We will become  subject to  disclosure  filing
requirements once our Form 10-SB becomes effective, including filing Form 10-KSB
annually and Form 10-QSB quarterly.  In addition,  we will file Form 8 and other
proxy and information statements from time to time as required. We do not intend
to  voluntarily  file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act.

                                       3
<PAGE>
The public may read and copy any materials  that we file with the Securities and
Exchange  Commission,  ("SEC"),  at the SEC's Public Reference Room at 450 Fifth
Street NW,  Washington,  D.C.  20549.  The public may obtain  information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy
and information  statements,  and other information  regarding issuers that file
electronically with the SEC.

RISK FACTORS

Investors in Pender should be aware of the following  material risks  associated
with our business plan:

WE ARE IN THE DEVELOPMENT STAGE OF OUR BUSINESS.  PENDER HAS A LIMITED OPERATING
HISTORY,  AND MINIMAL PROFITS. AT THIS STAGE OF OUR BUSINESS PLAN, EVEN WITH OUR
GOOD FAITH EFFORTS,  OUR SHAREHOLDERS ARE ACCEPTING A HIGH PROBABILITY OF LOSING
THEIR INVESTMENT.

     While we fully intend to meet our goals per our business plan, our plan may
     not work.  In such a scenario,  we could  remain as a small  company with a
     minor level of operations, revenues, or profits. There is no guarantee that
     we will be able to expand our business per our business plan milestones.

WE HAVE RECEIVED A GOING CONCERN OPINION ON OUR FINANCIAL STATEMENTS THAT RAISES
SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.

     We may not have sufficient cash, assets, or revenues to cover our operating
     costs and allow us to  continue  as a going  concern.  If we are  unable to
     raise additional funds in the equity  securities  market, we will be forced
     to rely on existing  cash in the bank and funds loaned by the directors and
     officers.  In such a restricted  cash flow scenario,  we would be unable to
     complete  our  business  plan  steps,  and  would,  instead,  remain  as  a
     development  stage  company  until such time as necessary  funding could be
     raised in the equity securities market.

OUR BUSINESS  STRATEGY  REQUIRES US TO RAISE FUNDS OF $800,000 THROUGH A PRIVATE
PLACEMENT.  WITHOUT  FUNDING,  WE COULD  REMAIN AS A  START-UP  COMPANY  WITH NO
MATERIAL OPERATIONS, REVENUES, OR PROFITS.

     We intend to implement our business plan through the foreseeable future and
     will do our best to mitigate the risks  associated  with the business plan,
     however,  there can be no assurance  that our efforts  will be  successful.
     Depending upon the amount of additional funding we receive,  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.

                                       4
<PAGE>
OUR COMPETITORS ARE WELL ESTABLISHED AND HAVE  SUBSTANTIALLY  GREATER FINANCIAL,
MARKETING,  PERSONNEL  AND OTHER  RESOURCES  THAN WE DO.  SHOULD WE BE UNABLE TO
ACHIEVE ENOUGH  CUSTOMER  MARKET SHARES IN OUR INDUSTRY,  WE MAY EXPERIENCE LESS
REVENUE THAN ANTICIPATED AND A SIGNIFICANT REDUCTION IN OUR PROFIT.

     While we  believe we will be able to  successfully  compete  against  other
     similar  companies,  there  is  no  assurance  we  will  be  successful  in
     attracting enough new sales to be a competitive force in our industry.

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

     We plan to file for trading on the OTC  Electronic  Bulletin Board which is
     sponsored by the National  Association  of  Securities  Dealers,  the NASD.
     While this could  create  liquidity  for our  shareholders  through  public
     trading by securities  dealers, we do not know when we will be able to file
     for  trading.  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.

IF PENDER BECOMES  LISTED FOR TRADING ON THE OTC  ELECTRONIC  BULLETIN BOARD THE
TRADING IN THE  COMPANY'S  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

Pender's  principal  executive  office is located  at 1445  Marpole  Ave.  #409,
Vancouver,  British Columbia,  Canada,  our mailing address is 1445 Marpole Ave.
#409, Vancouver,  B.C., Canada V6H 1S5. The director of the corporation provides
the principal  executive office and telephone number.  The costs associated with
the use of the  telephone  and mailing  address were deemed by  management to be

                                       5
<PAGE>
immaterial  as the director  almost  exclusively  used the telephone and mailing
address  for  other  business  purposes.  This  office  space is  leased  by the
director,  and will not be used  for  furniture  showroom  or  warehouse  space.
Management  considers our current  principal office space  arrangement  adequate
until  such time as we achieve  our  business  plan goal of  raising  capital of
$800,000 and then begin hiring new employees per our business plan.

ITEM 3 - LEGAL PROCEEDINGS

Pender  International,  Inc. is not currently  involved in any legal proceedings
and is not aware of any pending or potential legal actions.

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
December 31, 2002.

                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

We plan to file  for  trading  on the OTC  Electronic  Bulletin  Board  which is
sponsored by the National  Association  of Securities  Dealers  (NASD).  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",  "asks" and volume.  We have not as of this date
contacted an authorized  OTCBB market maker for sponsorship of our securities on
the OTCBB.

As of the date of this  filing,  there is no public  market for our  securities.
There has been no public trading of the company's securities, and, therefore, no
high and low bid pricing of the securities.

HOLDERS

As of June 30, 2002, Pender had 49 shareholders of record.

DIVIDENDS

The Company  has not paid any cash  dividends  on its Common  Shares to date and
there are no plans for paying cash dividends in the foreseeable future.  Initial
earnings  that the Company may realize,  if any, will be retained to finance the
growth of the Company. Any future dividends, of which there can be no assurance,
will  be  directly  dependent  upon  earnings  of  the  Company,  its  financial
requirements and other factors.

RECENT SALES OF UNREGISTERED SECURITIES

Pender issued Ms. Harvey  5,000,000  shares of Pender's  common stock on October
30, 1998 for cash in the amount of $500. Ms. Harvey purchased 2,000 common stock
shares on  February 8, 2000 for cash in the amount of $200.  Mr. Page  purchased
from Ms. Harvey in a private  transaction  2,500,000  shares of Pender's  common
stock on October  30, 1998 for cash in the amount of $250,  Mr.  Page  purchased

                                       6
<PAGE>
from Ms. Harvey in a private  transaction  2,500,000  shares of Pender's  common
stock on July 3, 2002 for cash in the amount of $250,  for a total of  5,000,000
Rule 144 shares.  We relied upon  Section  4(2) of  Securities  Act of 1933,  as
amended. This did not constitute a public offering.

From the period of  approximately  October  15,  1999 until July 30,  2000,  the
company offered and sold 212,000 shares at $0.10 per share to 47  non-affiliated
private investors,  and 2,000 shares at $.10 per share to a former director. The
company  relied upon  Regulation S, category 3 of Rule 903 of the Securities Act
of 1933, as amended (the "Act").  Each prospective  investor was given a private
placement  memorandum designed to disclose all material aspects of an investment
in the company,  including  the business,  management,  offering  details,  risk
factors and financial  statements.  Each investor also  completed a subscription
confirmation  letter and private  placement  subscription  agreement whereby the
investors certified that they were purchasing the shares for their own accounts,
were non U.S. persons, and had adequate and reasonable opportunity and access to
any corporate  information  necessary to make an informed  investment  decision,
that the securities  would be resold in accordance with Regulation S or pursuant
to an  available  exemption.  This  offering  was  not  accompanied  by  general
advertisement  or  general  solicitation  and  the  shares  were  issued  with a
Regulation  S  restrictive  legend.  In  addition,  the  Company  has adopted in
conjunction  with the sale of these  securities a board  resolution to refuse to
register  or  transfer  any  of the  securities  made  in  accordance  with  the
provisions of Regulation S.

Under the Securities  Act of 1933, all sales of an issuers'  securities or sales
by a shareholder,  must either be made (i) pursuant to an effective registration
statement  filed  with  the  SEC,  or (ii)  pursuant  to an  exemption  from the
registration requirements under the 1933 Act.

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

Our current  cash  balance is $2,823.  We believe the  current  cash  balance is
sufficient to fund the current  minimum  level of operations  through the fourth
quarter of 2003,  however,  in order to advance the  company's  business plan we
must raise capital through the sale of equity securities.  To date, we have sold
$21,900 in equity  securities.  Sales of the company's  equity  securities  have
allowed us to maintain a positive cash flow balance.

PLAN OF OPERATION

Our business plan includes the following  future steps to be completed  over one
year:  complete all Form 10-SB filing  requirements  during the fourth  quarter,
obtain a listing on the Over the Counter  Electronic  Bulletin  Board during the
second quarter of 2003, prepare a private placement memorandum and raise capital
of $800,000  through the sale of common stock in a private  placement by selling
800,000 shares at $1.00 per share during the third and fourth  quarters of 2003.
During the fourth quarter,  after raising  capital,  the company intends to open
one furniture  showroom/warehouse  in Vancouver,  British  Columbia,  and one in
Seattle,  Washington.  During the next  twelve  months,  in order to operate two
showroom/warehouses, we intend to expend $120,000 for four sales people, $40,000
for two office staff  personnel,  $100,000 for  inventory  samples,  $15,000 for
set-up and  maintenance  of the  company's web site,  $100,000 for  advertising,
$20,000 for purchase of  computers  and fixed  assets,  $120,000 for rent of two
5,000 sq. ft. showroom/warehouses, and $80,000 for other operating expenses.

                                       7
<PAGE>
We will only be able to continue to advance our business  plan after we receives
capital funding through the sale of equity securities. After raising capital, we
intend to hire  employees,  rent  commercial  space in  Vancouver  and  Seattle,
purchase inventory,  and begin sales of our imported furniture. We intend to use
the equity  capital to fund the business  plan during the first twelve months as
cash flow from sales is not  estimated  to begin until year two of the  business
plan. We will face considerable risk in each of our business plan steps, such as
difficulty of hiring  competent  personnel  within our budget and a shortfall of
funding due to our inability to raise capital in the equity  securities  market.
If no funding is  received,  we will be forced to rely on  existing  cash in the
bank and funds loaned by the director and officer. The officer and director have
not, as of the date of this filing,  loaned any funds to the company.  There are
no formal commitments or arrangements to advance or loan funds to the company or
repay any such advances or loans.  In such a restricted  cash flow scenario,  we
would be unable to complete our business plan steps, and would,  instead,  delay
all cash intensive  activities.  Without  necessary cash flow, we may be dormant
during the next twelve  months,  or until such time as necessary  funds could be
raised in the equity securities market.

There are no current plans for additional  product research and development.  We
plan to purchase  approximately  $20,000 in furniture and  equipment  during the
next twelve months from proceeds of our equity security sales. Our business plan
provides for an increase of six employees during the next twelve months.

COMPARISON OF FISCAL YEAR 2002 WITH FISCAL YEAR 2001

Revenues for fiscal year 2002 were $7,770 compared with $0 in 2001.  General and
Administrative Expenses were $9,633 in 2002 and $7,402 in 2001. The Company does
not consider this a material  change.  Net loss in 2002 $9,227 as against $7,702
in 2001. The Company does not consider this a material  change.  The Company had
Total  Assets of $2,823 at December  31, 2002 as compared to $11,250 at December
31, 2001. This decrease was due to loss on operations.  As of December 31, 2002,
the  Company had working  capital of $2,823  compared to $4,186 at December  31,
2001 and faces the need for substantial  additional  working capital in the near
future. The Company will be required to seek sources of financing.  No assurance
can be given that the Company will have other financing available,  if required;
or if  available,  will be available  on terms and  conditions  satisfactory  to
management.  The  Company's  ability to establish  itself as a going  concern is
dependent  upon the Company  obtaining  sufficient  financing  to  continue  its
development  activities.  There is no  assurance  that the Company  will achieve
profitable  operations  in the future.  The Company  could be required to secure
additional  financing  to  implement  further  development  plans.  There  is no
assurance that such financing will be available to the Company, or if available,
will be available on terms and conditions satisfactory to management. As part of
the Company's plan to raise additional  working capital,  the Company may make a
limited  number of offers and sales of its Common Shares to qualified  investors
in  transactions  that are exempt from  registration  under the 1933 Act.  Other
offers and sales of Common  Shares may be at prices per share that are higher or
lower than the price of the Common Shares in this registration statement.  There
can be no assurance the Company will not make other offers of its  securities at
different prices, when, in the Company's  discretion,  such prices are deemed by
the Company to be reasonable under the circumstances.

                                       8
<PAGE>
ITEM 7 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Beckstead and Watts, LLP
CERTIFIED PUBLIC ACCOUNTANTS
                                                         3340 Wynn Road, Suite B
                                                             Las Vegas, NV 89102
                                                                    702.257.1984
                                                              702.362.0540 (fax)

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Pender International, Inc.

We have audited the Balance Sheets of Pender International, Inc. (the "Company")
(A Development Stage Company), as of December 31, 2002 and 2001, and the related
Statements of  Operations,  Stockholders'  Equity,  and Cash Flows for the years
then ended and for the period  August 26, 1998 (Date of  Inception)  to December
31, 2002.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted my audit in accordance with generally  accepted auditing  standards
in the  United  States of  America.  Those  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
statement  presentation.   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 Pender International,  Inc. (A
Development  Stage Company) as of December 31, 2002 and 2001, and the results of
its operations and cash flows for the years then ended and for the period August
26, 1998 (Date of Inception) to December 31, 2002, in conformity  with generally
accepted accounting principles in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 3 to the  financial
statements,  the  Company  has had  limited  operations  and have not  commenced
planned principal operations. This raises substantial doubt about its ability to
continue as a going  concern.  Management's  plan in regard to these matters are
also  described  in  Note  3.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.


/s/ Beckstead and Watts, LLP

March 25, 2003

                                       9
<PAGE>
                           Pender International, Inc.
                          (a Development Stage Company)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                     December 31,
                                                               -------------------------
                                                                 2002             2001
                                                               --------         --------
<S>                                                            <C>              <C>
ASSETS

Current assets:
  Cash                                                         $  2,823         $  4,186
  Inventory                                                          --            7,064
                                                               --------         --------
      Total current assets                                        2,823           11,250
                                                               --------         --------

                                                               $  2,823         $ 11,250
                                                               ========         ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Notes payable                                                $  5,000         $  5,000
  Accrued interest payable                                        1,275              975
                                                               --------         --------
      Total current liabilities                                   6,275            5,975
                                                               --------         --------

Stockholders' equity:
  Preferred stock, $0.0001 par value, 20,000,000 shares
   authorized, no shares issued or outstanding                       --               --
  Common stock, $0.0001 par value, 80,000,000 shares
   authorized, 5,214,000 shares issued and outstanding
   as of 12/31/02 and 12/31/01                                      521              521
  Additional paid-in capital                                     25,379           23,879
  Subscriptions payable                                              --            1,000
  (Deficit) accumulated during development stage                (29,352)         (20,125)
                                                               --------         --------
                                                                 (3,452)           5,275
                                                               --------         --------

                                                               $  2,823         $ 11,250
                                                               ========         ========
</TABLE>

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

                                       10
<PAGE>
                           Pender International, Inc.
                          (a Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                      For the years ended          August 26, 1998
                                                          December 31,             (Inception) to
                                                   ----------------------------      December 31,
                                                      2002             2001             2002
                                                   -----------      -----------      -----------
<S>                                                <C>              <C>              <C>
Revenue                                            $     7,770      $        --      $     9,719
Cost of goods sold                                       7,064               --            9,013
                                                   -----------      -----------      -----------

Gross profit                                               706               --              706
                                                   -----------      -----------      -----------
Expenses:
  General and administrative expenses                    9,633            7,402           28,783
                                                   -----------      -----------      -----------
    Total expenses                                       9,633            7,402           28,783
                                                   -----------      -----------      -----------
Other (expense):
  Interest (expense)                                      (300)            (300)          (1,275)
                                                   -----------      -----------      -----------

Net (loss)                                         $    (9,227)     $    (7,702)     $   (29,352)
                                                   ===========      ===========      ===========
Weighted average number of common shares
 outstanding - basic and fully diluted               5,214,000        5,006,449
                                                   ===========      ===========

Net (loss) per share - basic and fully diluted     $     (0.00)     $     (0.00)
                                                   ===========      ===========
</TABLE>

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

                                       11
<PAGE>
                           Pender International, Inc.
                          (a Development Stage Company)
                  Statements of Changes in Stockholders' Equity
<TABLE>
<CAPTION>
                                                                                    (Deficit)
                                                                                   Accumulated     Total
                                    Common Stock         Additional  Subscriptions    During    Stockholders'
                                 -------------------       Paid-in      Payable    Development    Equity
                                 Shares       Amount       Capital   (Receivable)     Stage      (Deficit)
                                 ------       ------       -------   ------------     -----      ---------
<S>                             <C>            <C>        <C>         <C>           <C>           <C>
October 1998
  Founders shares issued
  issued for subscriptions
  receivable                    5,000,000      $ 500      $    --     $   (500)     $     --      $    --

Net (loss) August 26, 1998
 (Inception) to
 December 31, 1998                                                                    (2,939)      (2,939)
                               ----------      -----      -------     --------      --------      -------
Balance, December 31, 1998      5,000,000        500           --         (500)       (2,939)      (2,939)

Net (loss) for the year
 ended December 31, 1999                                                              (2,625)      (2,625)
                               ----------      -----      -------     --------      --------      -------
Balance, December 31, 1999      5,000,000        500           --         (500)       (5,564)      (5,564)

December 2000
  Cash received for
  private placement                                                     21,400                     21,400

December 2000
  Cash received for
  founder shares to cancel
  subscriptions receivable                                                 500                        500

Net (loss) for the year
 ended December 31, 2000                                                              (6,859)      (6,859)
                               ----------      -----      -------     --------      --------      -------
Balance, December 31, 2000      5,000,000        500           --       21,400       (12,423)       9,477

September 2001
  Donated capital                                           1,000                                   1,000

December 2001
  Private placement
  issued for cash                 214,000         21       21,379      (20,400)                     1,000

December 2001
  Donated capital                                           1,500                                   1,500

Net (loss) for the year
 ended December 31, 2001                                                              (7,702)      (7,702)
                               ----------      -----      -------     --------      --------      -------
Balance, December 31, 2001      5,214,000        521       23,879        1,000       (20,125)       5,275

May 2002
  Cancellation of
  subscriptions payable                --         --           --       (1,000)           --       (1,000)

December 2002
  Donated capital                                           1,500                                   1,500

Net (loss) for the year
 ended December 31, 2002                                                              (9,227)      (9,227)
                               ----------      -----      -------     --------      --------      -------

Balance, December 31, 2002      5,214,000      $ 521      $25,379     $     --      $(29,352)     $(3,452)
                               ==========      =====      =======     ========      ========      =======
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                       12
<PAGE>
                           Pender International, Inc.
                          (a Development Stage Company)
                            Statements of Cash Flows


<TABLE>
<CAPTION>
                                                   For the years ended          August 26, 1998
                                                       December 31,             (Inception) to
                                                ----------------------------      December 31,
                                                   2002             2001             2002
                                                -----------      -----------      -----------
<S>                                             <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                       $ (9,227)        $ (7,702)        $(29,352)
Adjustments to reconcile net (loss) to
 net cash (used) by operating activities:
  Decrease in inventory                             7,064               --               --
  Decrease in prepaid expenses                         --              550               --
                                                 --------         --------         --------
Net cash (used) by operating activities            (2,163)          (7,152)         (29,352)
                                                 --------         --------         --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuances of common stock                            --           21,400           21,900
  Increase in donated capital                       1,500            2,500            4,000
  (Decrease) in subscriptions payable              (1,000)         (20,400)              --
  Increase in notes payable                            --               --            5,000
  Increase in accrued interest payable                300              300            1,275
                                                 --------         --------         --------
Net cash provided by financing activities             800            3,800           32,175
                                                 --------         --------         --------

Net increase (decrease) in cash                    (1,363)          (3,352)           2,823
Cash - beginning                                    4,186            7,538               --
                                                 --------         --------         --------
Cash - ending                                    $  2,823         $  4,186         $  2,823
                                                 ========         ========         ========
Supplemental disclosures:
  Interest paid                                  $     --         $     --         $     --
                                                 ========         ========         ========
  Income taxes paid                              $     --         $     --         $     --
                                                 ========         ========         ========
</TABLE>

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

                                       13
<PAGE>
                           Pender International, Inc.
                          (a Development Stage Company)
                                      Notes


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized  August 26, 1998 (Date of Inception) under the laws of
the State of  Delaware,  as Pender  International,  Inc. The Company has minimal
operations  and in  accordance  with  SFAS  #7,  the  Company  is  considered  a
development stage company.  The Company is authorized to issue 20,000,000 shares
of $0.0001 par value preferred stock and 80,000,000  shares of $0.0001 par value
common stock.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

CASH AND CASH EQUIVALENTS
   The Company maintains a cash balance in a  non-interest-bearing  account that
   currently does not exceed  federally  insured limits.  For the purpose of the
   statements  of cash flows,  all highly  liquid  investments  with an original
   maturity of three months or less are considered to be cash equivalents. There
   are no cash equivalents as of December 31, 2002 and 2001.

INVENTORIES
   Inventories  are  stated  at the  lower of cost or  market  with  cost  being
   determined on a first-in,  first-out basis. As of December 31, 2002 and 2001,
   the Company had $0 and $7,064 in inventory, respectively.

REVENUE RECOGNITION
   The Company  recognizes  revenue after  merchandise is invoiced to, delivered
   to, and accepted by customers.  Costs of sales are recorded upon the matching
   recognition  of revenues  and are  comprised  of  merchandise  purchases  and
   shipping costs.

ADVERTISING COSTS
   The Company  expenses all costs of  advertising  as  incurred.  There were no
   advertising  costs  included  in general  and  administrative  expenses as of
   December 31, 2002 and 2001.

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 revenue and expenses  during the  reporting  period.
   Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS
   Fair  value  estimates   discussed  herein  are  based  upon  certain  market
   assumptions and pertinent  information available to management as of December
   31, 2002 and 2001. The respective carrying value of certain  on-balance-sheet
   financial  instruments   approximated  their  fair  values.  These  financial
   instruments  include cash and accounts  payable.  Fair values were assumed to
   approximate carrying values for cash and payables because they are short term
   in nature and their  carrying  amounts  approximate  fair  values or they are
   payable on demand.

IMPAIRMENT OF LONG-LIVED ASSETS
   Long-lived  assets  held and used by the Company are  reviewed  for  possible
   impairment  whenever events or circumstances  indicate the carrying amount of
   an asset may not be recoverable or is impaired. No such impairments have been
   identified by management at December 31, 2002 and 2001.

REPORTING ON THE COSTS OF START-UP ACTIVITIES
   Statement of Position  98-5 (SOP 98-5),  "Reporting  on the Costs of Start-Up
   Activities,"  which provides guidance on the financial  reporting of start-up
   costs and organizational  costs,  requires most costs of start-up  activities
   and  organizational  costs to be expensed as incurred.  SOP 98-5 is effective
   for fiscal years  beginning after December 15, 1998. With the adoption of SOP
   98-5,  there  has  been  little  or no  effect  on  the  Company's  financial
   statements.

                                       14
<PAGE>
                           Pender International, Inc.
                          (a Development Stage Company)
                                      Notes


LOSS PER SHARE
   Net loss per share is provided in  accordance  with  Statement  of  Financial
   Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss per
   share is computed by dividing losses available to common  stockholders by the
   weighted average number of common shares outstanding during the period. As of
   December  31,  2002 and  2001,  the  Company  had no  dilutive  common  stock
   equivalents, such as stock options or warrants.

DIVIDENDS
   The Company has not yet adopted any policy regarding payment of dividends. No
   dividends have been paid or declared since inception.

SEGMENT REPORTING
   The Company  follows  Statement of Financial  Accounting  Standards  No. 130,
   "Disclosures  About Segments of an Enterprise and Related  Information."  The
   Company  operates as a single  segment and will evaluate  additional  segment
   disclosure requirements as it expands its operations.

INCOME TAXES
   The Company  follows  Statement  of  Financial  Accounting  Standard No. 109,
   "Accounting  for Income  Taxes"  ("SFAS No. 109") for recording the provision
   for income taxes. Deferred tax assets and liabilities are computed based upon
   the difference between the financial statement and income tax basis of assets
   and  liabilities  using the enacted  marginal  tax rate  applicable  when the
   related  asset or liability  is expected to be realized or settled.  Deferred
   income tax  expenses  or  benefits  are based on the  changes in the asset or
   liability each period. If available  evidence suggests that it is more likely
   than not that some  portion or all of the  deferred  tax  assets  will not be
   realized, a valuation allowance is required to reduce the deferred tax assets
   to the amount that is more likely than not to be realized.  Future changes in
   such  valuation  allowance are included in the provision for deferred  income
   taxes in the period of change.

   Deferred  income taxes may arise from  temporary  differences  resulting from
   income and expense items  reported for financial  accounting and tax purposes
   in  different   periods.   Deferred   taxes  are  classified  as  current  or
   non-current,  depending on the  classification  of assets and  liabilities to
   which they relate. Deferred taxes arising from temporary differences that are
   not related to an asset or liability are classified as current or non-current
   depending on the periods in which the temporary  differences  are expected to
   reverse.

RECENT PRONOUNCEMENTS
   In July 2002, the FASB issued SFAS No. 146,  "Accounting for Costs Associated
   with Exit or Disposal  Activities",  which addresses financial accounting and
   reporting  for  costs  associated  with  exit  or  disposal   activities  and
   supersedes  EITF  No.  94-3,  "Liability  Recognition  for  Certain  Employee
   Termination  Benefits and Other Costs to Exit an Activity  (including Certain
   Costs Incurred in a  Restructuring)."  SFAS No. 146 requires that a liability
   for a cost  associated  with an exit or disposal  activity be recognized when
   the liability is incurred.  Under EITF No. 94-3, a liability for an exit cost
   was  recognized at the date of an entity's  commitment to an exit plan.  SFAS
   No. 146 also  establishes that the liability should initially be measured and
   recorded at fair value.  The  provisions  of SFAS No. 146 will be adopted for
   exit or disposal activities that are initiated after December 31, 2002.

   In December 2002, the FASB issued SFAS No. 148,  "Accounting  for Stock-Based
   Compensation--Transition  and Disclosure--an amendment of SFAS No. 123." This
   Statement amends SFAS No. 123, "Accounting for Stock-Based Compensation",  to
   provide  alternative methods of transition for a voluntary change to the fair
   value based method of accounting for stock-based  employee  compensation.  In
   addition,  this statement amends the disclosure  requirements of SFAS No. 123
   to  require  prominent  disclosures  in both  annual  and  interim  financial
   statements   about  the  method  of  accounting  for   stock-based   employee
   compensation  and the  effect of the method  used on  reported  results.  The
   adoption  of SFAS No. 148 is not  expected  to have a material  impact on the
   company's financial position or results of operations.

                                       15
<PAGE>
                           Pender International, Inc.
                          (a Development Stage Company)
                                      Notes


   In  November  2002,  the FASB  issued  FASB  Interpretation  ("FIN")  No. 45,
   "Guarantors Accounting and Disclosure Requirements for Guarantees,  Including
   Indirect Guarantees and Indebtedness of Others", an interpretation of FIN No.
   5,  57 and  107,  and  rescission  of FIN No.  34,  "Disclosure  of  Indirect
   Guarantees of Indebtedness  of Others".  FIN 45 elaborates on the disclosures
   to be made by the  guarantor in its interim and annual  financial  statements
   about its obligations  under certain  guarantees that it has issued.  It also
   requires  that a guarantor  recognize,  at the  inception of a  guarantee,  a
   liability  for the fair value of the  obligation  undertaken  in issuing  the
   guarantee.  The  initial  recognition  and  measurement  provisions  of  this
   interpretation  are applicable on a prospective basis to guarantees issued or
   modified  after  December 31, 2002;  while,  the provisions of the disclosure
   requirements  are  effective  for  financial  statements of interim or annual
   periods  ending  after  December  15,  2002.  The company  believes  that the
   adoption  of such  interpretation  will not  have a  material  impact  on its
   financial   position   or   results  of   operations   and  will  adopt  such
   interpretation during fiscal year 2003, as required.

   In January  2003,  the FASB  issued FIN No. 46,  "Consolidation  of  Variable
   Interest Entities", an interpretation of Accounting Research Bulletin No. 51.
   FIN No. 46 requires  that variable  interest  entities be  consolidated  by a
   company if that company is subject to a majority of the risk of loss from the
   variable interest entity's activities or is entitled to receive a majority of
   the entity's  residual returns or both. FIN No. 46 also requires  disclosures
   about  variable   interest  entities  that  companies  are  not  required  to
   consolidate but in which a company has a significant  variable interest.  The
   consolidation  requirements of FIN No. 46 will apply  immediately to variable
   interest   entities  created  after  January  31,  2003.  The   consolidation
   requirements will apply to entities  established prior to January 31, 2003 in
   the first fiscal year or interim  period  beginning  after June 15, 2003. The
   disclosure  requirements will apply in all financial  statements issued after
   January 31, 2003.  The company will begin to adopt the  provisions of FIN No.
   46 during the first quarter of fiscal 2003.

STOCK-BASED COMPENSATION
   The Company  accounts for stock-based  awards to employees in accordance with
   Accounting  Principles Board Opinion No. 25,  "Accounting for Stock Issued to
   Employees" and related  interpretations  and has adopted the  disclosure-only
   alternative  of SFAS No.  123,  "Accounting  for  Stock-Based  Compensation."
   Options  granted  to  consultants,   independent  representatives  and  other
   non-employees  are accounted for using the fair value method as prescribed by
   SFAS No. 123.

YEAR END
   The Company has adopted December 31 as its fiscal year end.

NOTE 3 - GOING CONCERN

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.   However,  the  Company  has  not  commenced  its  planned  principal
operations  and it has not  generated  any  revenues.  In  order to  obtain  the
necessary capital,  the Company raised funds via private placement offering.  If
the  securities  offering  does  not  provide  sufficient  capital,  some of the
shareholders  of the Company have agreed to provide  sufficient  funds as a loan
over the next twelve-month  period.  However,  the Company is dependent upon its
ability to secure equity and/or debt financing and there are no assurances  that
the  Company  will be  successful,  without  sufficient  financing  it  would be
unlikely for the Company to continue as a going concern.

The sole officer and director is involved in other business  activities and may,
in the future,  become involved in other business  opportunities.  If a specific
business  opportunity  becomes  available,  such  person 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.

                                       16
<PAGE>
                           Pender International, Inc.
                          (a Development Stage Company)
                                      Notes


NOTE 4 - INCOME TAXES

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards  No.  109,  "Accounting  for Income  Taxes"  ("SFAS No.  109"),  which
requires use of the  liability  method.  SFAS No. 109 provides that deferred tax
assets and  liabilities  are recorded based on the  differences  between the tax
bases of  assets  and  liabilities  and their  carrying  amounts  for  financial
reporting purposes,  referred to as temporary  differences.  Deferred tax assets
and  liabilities  at the end of each period are  determined  using the currently
enacted tax rates applied to taxable income in the periods in which the deferred
tax assets and liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount  computed by applying the
statutory  federal income tax rate to income before  provision for income taxes.
The sources and tax effects of the differences are as follows:

          U.S federal statutory rate      (34.0%)

          Valuation reserve                34.0%
                                          -----

          Total                              --%
                                          =====

As of December 31, 2002,  the Company has a net operating  loss carry forward as
follows:

          Year               Amount             Expiration
          ----               ------             ----------
          1998               $2,939                2018
          1999               $2,625                2019
          2000               $6,259                2020
          2001               $7,702                2021
          2002               $9,227                2022

NOTE 5 - NOTES PAYABLE

On September 29, 1998, the Company received $5,000 from an individual. This note
bears interest of 6% and one balloon  payment of principal and accrued  interest
is due in 5 years.  As of December 31, 2002,  the total amount owed is $6,275 of
which $5,000 is principal and $1,275 in accrued interest.  During the year ended
December 31, 2002, the interest expense was $300.

NOTE 6 - STOCKHOLDERS' EQUITY

The Company is authorized to issue and 20,000,000 shares of it $0.0001 par value
preferred stock and 80,000,000 shares of its $0.0001 par value common stock.

On October 30,  1998,  the Company  issued  5,000,000  shares of its $0.0001 par
value common stock to an individual  who is a former officer and director of the
Company in exchange for subscriptions receivable of $500.

During the year ended  December 31, 2000, the Company  received  $21,400 in cash
for shares that were issued in the private placement.

During the year ended December 31, 2000,  the Company  received $500 in cash for
shares  that  were  issued  to  founders  which   cancelled  a  portion  of  the
subscriptions receivable.

During the period ended September 30, 2001, the Company received donated capital
of $1,000.

                                       17
<PAGE>
                           Pender International, Inc.
                          (a Development Stage Company)
                                      Notes


On December 21, 2001, the Company  received  $1,000 in cash for shares that were
issued in the private  placement.  In addition,  the Company closed its offering
and issued  214,000 of its $0.0001 par value  common  stock for total of $21,400
pursuant  to a  private  placement.  Of  the  total  cash  received,  $1,000  is
considered a subscription payable.

During the period ended December 31, 2001, the Company  received donated capital
of $1,500.

In May 2002, the Company  refunded a shareholder  $1,000 and cancelled a portion
of the subscriptions payable.

During the period ended December 31, 2002, the Company  received donated capital
of $1,500.

There have been no other issuances of common and/or preferred stock.

NOTE 7 - WARRANTS AND OPTIONS

As of December 31, 2002 and 2001,  there are no warrants or options  outstanding
to acquire any additional shares of common stock.

NOTE 8 - RELATED PARTY TRANSACTIONS

On October 30,  1998,  the Company  issued  5,000,000  shares of its $0.0001 par
value common stock to an individual  who is a former officer and director of the
Company in exchange for subscriptions receivable of $500.

On October 30, 1998, a former  officer and director of the Company  transferred,
via private  transaction,  2,500,000 of the  Company's  $0.0001 par value common
stock to Michael Page,  the current  president  and director of the Company,  in
exchange for $250. At the time transaction occurred, Michael Page was a director
of the Company.

On July 3, 2002, a former officer and director of the Company  transferred,  via
private  transaction,  2,500,000 of the Company's $0.0001 par value common stock
to Michael Page, the current president and director of the Company,  in exchange
for $250.

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

None.

                                       18
<PAGE>
                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The Director and Officer of Pender,  whose one year term will expire  August 26,
2003, or at such a time as his  successor(s)  shall be elected and qualified are
as follows:

Name & Address             Age   Position      Date First Elected   Term Expires
--------------             ---   --------      ------------------   ------------
J. Michael Page            57    President,       5/22/00           8/26/03
1445 Marpole Ave. #409           Secretary,
Vancouver, B. C. V6H 1S5         Director

Sharolyn Harvey            32    President,       8/26/98           Resigned
1445 Marpole Ave. #409           Secretary,                         7/3/02
Vancouver, B. C. V6H 1S5         Director

The foregoing person may be deemed a "promoter" of the company,  as that term is
defined  in the rules and  regulations  promulgated  under  the  Securities  and
Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their  successors have been elected and qualified.  Officers are appointed
to serve until the meeting of the Board of Directors  following  the next annual
meeting  of  stockholders  and until  their  successors  have been  elected  and
qualified.

No current or former Officer, Director, or control person of the corporation has
been the  subject of any Order,  Judgment,  or Decree of any Court of  competent
jurisdiction,  or any regulatory  agency  permanently or temporarily  enjoining,
barring,  suspending  or  otherwise  limiting  him from acting as an  investment
advisor,  underwriter,  broker or dealer in the  securities  industry,  or as an
affiliated person,  director or employee of an investment company, bank, savings
and loan association, or insurance company or from engaging in or continuing any
conduct or practice in connection  with any such activity or in connection  with
the purchase or sale of any securities.

No Officer or Director of the  corporation  is the subject of any pending  legal
proceedings.

                                       19
<PAGE>
Resume

J. Michael Page   Director

1998 - Current     Retired

1995 - 1998        Director and Vice President, Q 1 Technologies Corporation, a
                   developer of  point-of-sale  cash card readers,  responsible
                   for  engineering  personnel and product  design.  As a board
                   member, negotiated contracts with Mastercard Mondex and Visa
                   Cash, and completed  agreement with Marconi  Corporation PLC
                   for out-source manufacturing.

1994 - 1997        Manager,   Equus   Technologies,   Inc.,  a  developer   and
                   manufacturer of industrial computer systems, responsible for
                   setup  of  all  administrative  functions,  financial  data,
                   inventory control, and purchasing departments.

1992 - 1994        Director and Vice President, Magnatron International, Corp.,
                   a distributor of wireless  electronic  systems,  responsible
                   for all management  information services including financial
                   reporting,    accounting,    and   information    technology
                   departments.  Direct  evaluation  and  analysis  studies  of
                   proposed new product acquisitions for board of directors.

ITEM 10 - EXECUTIVE COMPENSATION

The company's current officer receives no compensation.

Summary Compensation Table

<TABLE>
<CAPTION>
                                              Other
Name &                                       annual      Restricted                        All other
principle                                    compen-       stock      Options    LTIP       compen-
position      Year   Salary($)   Bonus($)    sation($)    awards($)     SARs   Payouts($)   sation($)
--------      ----   ---------   --------    ---------    ---------     ----   ----------   ---------
<S>         <C>       <C>         <C>         <C>           <C>         <C>      <C>          <C>
J M Page      2002     -0-         -0-         -0-           -0-         -0-      -0-          -0-
President,    2001     -0-         -0-         -0-           -0-         -0-      -0-          -0-
Secretary,
Treasurer
</TABLE>

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

The officer currently devotes an immaterial amount of time to manage the affairs
of the company.

The  directors and  principal  officer have agreed to work with no  remuneration
until such time as we receive  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  $20,000  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.

                                       20
<PAGE>
There are no  annuity,  pension or  retirement  benefits  proposed to be paid to
officers,  directors or employees of the  corporation in the event of retirement
at a normal retirement date pursuant to any presently  existing plan provided or
contributed to by the corporation.

ITEM 11 - SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

The  following  table sets forth  information  on the ownership of the company's
voting  securities  by  officers,  directors  and  major  shareholders  who  own
beneficially  more than five percent of the  company's  common stock through the
most current date - March 31, 2003:

Title Of                                       Amount &               Percent
 Class            Name & Address            Nature of owner            Owned
 -----            --------------            ---------------            -----
Common    J. Michael Page                       5,000,000              95.89%
          1445 Marpole Ave. #409
          Vancouver, B. C. V6H 1S5

Total shares owned by officers, directors,
& major shareholders, as a group                5,000,000              95.89%

Pender issued Ms. Harvey  5,000,000  shares of Pender's  common stock on October
30, 1998 for cash in the amount of $500. Ms. Harvey purchased 2,000 common stock
shares on  February 8, 2000 for cash in the amount of $200.  Mr. Page  purchased
from Ms. Harvey in a private  transaction  2,500,000  shares of Pender's  common
stock on October  30, 1998 for cash in the amount of $250.  Mr.  Page  purchased
from Ms. Harvey in a private  transaction  2,500,000  shares of Pender's  common
stock on July 3, 2002 for cash in the amount of $250.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Page,  the president of the  corporation,  provides the principal  executive
office and telephone number.  The costs associated with the use of the telephone
and mailing  address  were deemed by  management  to be  immaterial  as Mr. Page
almost  exclusively  used the telephone and mailing  address for other  business
purposes.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 99.1 - Certification of Chief Executive Officer
Exhibit 99.2 - Certification of Chief Financial Officer

                                       21
<PAGE>
                                   SIGNATURES

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

                                         Pender International, Inc.


                                             /s/ J. Michael Page
                                            ------------------------------------
Date 03/31/03                            By J. Michael Page, Pres., Sec., Treas.
    ----------                              & Director

                                       22
<PAGE>
                        ANNUAL CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, J. Michael Page, certify that:

1. I have reviewed  this annual  report on Form 10-KSB of Pender  International,
Inc.;

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

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

4. As the registrant's certifying officer, I am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to me by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented   in  this   annual   report  the   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on the
          evaluation as of the Evaluation Date;

5. As the registrant's  certifying officer, I have disclosed,  based on the most
recent  evaluation,  to the  registrant's  auditors  and the audit  committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. As the  registrant's  certifying  officer,  I have  indicated  in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

IN WITNESS  WHEREOF,  the undersigned has executed this  certification as of the
31st day of March 2003.

/s/ J. Michael Page
---------------------------
Chief Executive Officer

                                       23
<PAGE>
                        ANNUAL CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, J. Michael Page, certify that:

1. I have reviewed  this annual  report on Form 10-KSB of Pender  International,
Inc.;

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

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

4. As the registrant's certifying officer, I am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to me by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented   in  this   annual   report  the   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on the
          evaluation as of the Evaluation Date;

5. As the registrant's  certifying officer, I have disclosed,  based on the most
recent  evaluation,  to the  registrant's  auditors  and the audit  committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. As the  registrant's  certifying  officer,  I have  indicated  in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

IN WITNESS  WHEREOF,  the undersigned has executed this  certification as of the
31st day of March 2003.

/s/ J. Michael Page
---------------------------
Chief Financial Officer

                                       24