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

                                  FORM 10-KSB/A
                                   Amendment 2

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

                        For the Year Ended June 30, 2003

                        Commission File Number 000-50177


                            WIGWAM DEVELOPMENT, INC.
                 (Name of Small Business Issuers in its charter)


         Delaware                                               95-4735252
State of other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                            Identification Number)


       1438 Black Brant Place
       Parksville,  BC  Canada                                    V9P 2A3
(Address of principal executive offices)                       (Postal Code)


                                 (250) 752-5851
                           (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 June 30, 2003.

As of June 30, 2003, the registrant had 1,233,000 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.
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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS OF THE ISSUER

Wigwam Development, Inc. ("the Company") was incorporated in the State of
Delaware on July 20, 1998. Wigwam Development, Inc.'s ("the Company," "Company,"
"Our," "our," "We," "we,") is a development stage company involved in the
business of providing consulting and supporting services to individuals and
companies that are in the start-up phase of operations of restaurant
establishments. The Company plans to implement and offer its consulting services
in all specialized areas for the creation, development and ongoing management of
a restaurant establishment. This will include consulting in the areas of concept
development and design, menu and product development, alcoholic beverage
licensing, and manager training.

The mission of the Company is to create a profit by offering consulting services
in the various functions that must be considered and coordinated to ensure a
complete and successful program for taking the restaurant establishment from
design concept to operational status. These services will be offered to
potential clients that will allow the client to access (and pay for) only the
levels and types of support in opening or expanding a restaurant establishment
that they require.

Our initial sources of revenue are expected to be derived from the following
consulting services:

-    Concept Development and Design
-    Menu and Product Development
-    Alcohol Beverage Licensing
-    Manager and Employee Training Services

We received our initial funding through the sale of common stock to investors
from the period of approximately February 18, 2000 until May 22, 2000. We
offered and sold 233,000 common stock shares at $0.10 per share to
non-affiliated private investors.

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

BUSINESS STRATEGY

Our business strategy is to develop and administer various consulting services
and training programs for start-up restaurant and on-going restaurant
establishments. Our initial sources of revenue are expected to be derived from
the following services:

-    Concept Development and Design

The Company will offer start-up and on-going restaurant custom consulting
packages that will yield the best possible design concept for restaurant venues
geared specifically to the client's needs in obtaining optimum business
viability. These consulting packages will offer custom management systems and

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business plans, site selection, design, functional layouts, menu and recipes and
graphic design. We project these services will account for approximately 50% of
our overall revenues.

-    Menu and Product Development

The Company will also offer consulting services in the menu and product
development area including the following types of assignments: creation of new
concept menus, pricing analysis and strategy, strategic menu analysis, consumer
research on products, menu expansion/repositioning, competitor product studies,
new product marketing programs, value engineering and food cost reduction plans,
new product test kitchen work and development of ongoing research and
development systems. It will be the Company's objective to assist clients in the
menu and product areas at several levels: develop entire menus for new concepts;
work with operators to revise or expand menu offerings in fulfillment of
strategic business goals and offer product improvement. We project these
services will account for approximately 20% of our overall revenues.

-    Alcohol Beverage Licensing

The Company will offer its consulting services to assist restaurant
establishments in obtaining alcohol beverage licenses, complete feasibility
studies outlining issues and requirements when applying for license, and assist
customers in resolving existing problems for alcohol beverage license
applications. We anticipate these services will account for approximately 10% of
our overall revenues.

-    Manager and Employee Training Services

The Company intends to offer on-site manager and employee training services
targeted at the single unit restaurant operation or for new restaurant
properties preparing for their grand opening. We plan providing group training
sessions within the actual restaurant for all of the employees, including
servers, bartenders and kitchen staff. We project these services will account
for approximately 20% of our overall revenues.

Our services will be offered independently to each client. Should the client
wish to avail themselves of a variety of the services we intend to offer, and
then we might offer the services in a package deal with a nominal discount.

We have developed the following focal points and strategies we anticipate
sharing with our clients as an inclusive part of our consulting services:

-    Create a dining environment that is geared specifically to client's needs
     in obtaining optimum business viability.

-    Provide superior dining service so that client's guests will return by
     providing interesting, high quality entrees and drinks.

-    Provide guest services to our clients, whereby training, monitoring and
     emphasizing consideration of their guests needs to ensure their guests have
     a positive experience and leave wanting to return again.

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The consulting market for concept design, menu development and training consists
largely of consultants who are former restaurant owners or managers themselves.

GEOGRAPHICAL AREA

It is the Company's plan to offer its restaurant consulting and supporting
services including concept development and design, menu and product development,
alcohol and beverage licensing service and manager and employee training
services initially in the western United States including Washington, Oregon and
California and in British Columbia, Canada. The Company has not determined when
or if it will expand its consulting and supporting services to other
geographical areas in the United States and Canada.

OPERATIONS AND MANAGEMENT

Our ability to effectively assist our clients in concept design, menu
development, alcohol licensing and managing an operation including high volume
restaurant facilities is critical to our overall success. In order to maintain
quality and consistency at each of our clients' restaurant properties from
initial design to complete operational status, we must carefully assist their
personnel and properly advise their establishment of, and adherence to, high
standards relating to personnel performance, food and beverage preparation, and
equipment and maintenance of the facilities.

We plan on advising our clients in the following areas:

-    Concept Development and Design. We will offer initial concept development
     and design consulting services for restaurants facilities. These consulting
     packages will offer custom management systems and business plans and
     include advisory services for site selection, design, functional layouts,
     menu and recipes and graphic design.

-    Menu and Product Development. The company will also offer consulting
     services in the menu and product development area including the following
     types of assignments: creation of new concept menus, pricing analysis and
     strategy, strategic menu analysis, and menu expansion/repositioning. The
     Company will utilize outside research and consulting services to assist
     clients in preparing competitor products studies, consumer research on
     products, new product marketing programs, value engineering, food cost
     reduction plans, new product test kitchen work and development of ongoing
     research and development systems.

-    Alcohol Beverage Licensing. The Company will offer its consulting service
     to assist restaurant establishments in obtaining alcohol beverage licenses,
     complete feasibility studies outlining issues and requirements when
     applying for a license, and assist customers in resolving existing problems
     for alcohol beverage license applications.

-    Manager and Employee Training Services. The Company intends to offer
     on-site manager and employee training services targeted at the single unit
     restaurant operation or for new restaurant properties preparing for their
     grand opening. We plan providing group training sessions within the actual
     restaurant for all of the employees, including servers, bartenders and
     kitchen staff.

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The Company's initial source of revenue is expected to be derived from various
consulting services, such as Concept Development and Design, Menu and Product
Development, Alcohol Beverage Licensing, and Manager and Employee Training
Services. The Company plans on recognizing revenue when services are provided.
The Company's fee structure that it will charge its customers will be based on
(1) an hourly rate for specific consulting projects to assist for specific areas
of support that is needed in the dining (2) set fees for specific consulting
services as agreed upon with the client regarding dining and entertainment
set-up and operations. At this time, the Company has determined no hourly rate
or set fees. The Company will recognize revenue when services on contracts are
provided.

COMPETITION

The restaurant and bar industry is intensely competitive. We compete with other
restaurant consultants and in-house concept design, menu and beverage and
training departments at larger chain-type restaurants. We compete against many
well established competitors who have substantially greater financial resources
and a longer history of operations than we do. These competitors' resources and
market presence may provide them with advantages in marketing, purchasing and
negotiating prices and contract terms. These factors may put us at a significant
disadvantage when competing in some marketplaces.

Additionally, because we are a development stage business that has yet to
commence operations, we face a monumental challenge entering this industry and
building recognition for ourselves. We currently consider our Company ranked
below everyone we will be competing with, including independent consultants.
Furthermore, we do not expect this relative competitive ranking to improve until
we are able to start consulting with actual revenue clients and enjoying the
benefits of referrals from satisfied clients.

GOVERNMENT REGULATIONS

Our operations are subject to various general federal, state and local laws
governing such matters as wages, working conditions, citizenship requirements
and overtime pay that affects most U.S. businesses. Some states have set minimum
wage requirements higher than the federal level. Accordingly, should we ever
develop a staff of hourly workers, increases in the minimum wage will increase
our labor costs.

Other governmental initiatives such as mandated health insurance, if ever
implemented, could adversely affect us by significantly increasing our labor
costs. We could also become subject to the Americans With Disabilities Act of
1990, which among other things could require certain renovations to our future
offices and other properties, if any, to meet federally mandated requirements.

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Our prospective clientele are also subjected to numerous additional governmental
regulations, including regulation by federal agencies to licensing and
regulation by state and local health, sanitation, building zoning, safety, fire
and other departments relating to the development and operation of restaurants
and bars. We do not intend to offer any consulting or training services to our
clients in relation to these and other governmental regulations of our clients.
It is our intent to refer them to proper legal counsel on such matters and avoid
any potential liabilities that may arise from these various government
regulations.

LEGAL PROCEEDINGS

We are currently not a party to any legal proceedings, nor are we aware of any
pending or threatened actions against us. Additionally, we will require that
each of our client's indemnify us before we perform any on-site consulting
services or assist with the opening of any new locations.

RISK FACTORS RELATED TO WIGWAM DEVELOPMENT, INC.

1.   NO OPERATING HISTORY TO EVALUATE

The Company was incorporated under the laws of the State of Delaware on July 20,
1998. The Company's activities to date have been to develop its business model,
and to date has not generated revenue. The Company has a limited operating
history and must be considered in the early development stages of embarking upon
a new venture. We are among many companies that are involved in the business of
providing consulting services to individuals and companies that are in the
start-up phase of operations of family dining establishments. There is no
assurance that the Company will be successful in the consulting dining services
industry now or in the future.

Our business must be considered in light of the risk, expense, and difficulties
frequently encountered by companies in an early stage of development.
Prospective investors should be aware of the difficulties encountered by such
new enterprises, as the Company faces all the risks inherent in any new business
including: under capitalization, cash shortages, limitations with respect to
personnel, technological, financial and other resources and lack of a customer
base and market recognition, most of which are beyond our control. The
likelihood of the success of the Company must be considered in light of the
problems and expenses that are frequently encountered in connection with the
operation of a new business and the competitive environment in which the company
will be operating.

2.   NEED FOR ADDITIONAL WORKING CAPITAL - CONTINUATION OF GOING CONCERN NOT
     ASSURED

As of June 30, 2003, the Company had working capital of ($1,846) and an
accumulated deficit of $26,146. As the capital needs of the Company are greater
than the current working capital, the Company must raise additional capital in
order to implement its business plan. No assurance can be given that the Company
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 anticipate minimal cash requirements until we commence
a full-scale execution of our business plan. Until we raise sufficient capital
from outside sources to commence full-scale operations or if no capital is
available on terms and conditions satisfactory to management, we anticipate our
executive officer and/or directors will cover any basic cash requirements
required to keep us in compliance with all existing corporate filing
requirements, including the Securities and Exchange Commission over the course

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of the next twelve months. However, because there are no formal agreements in
place with our executive officer and/or directors, no assurances can be given
that they will provide for any cash shortfalls or that any cash shortfalls can
be deferred or paid for through the issuance of common stock.

If our executive officer and/or directors do not cover the cash cost of our
auditing requirements, a failure to maintain current auditing of our corporate
affairs would result in our failure to meet our future filing requirements with
the Securities and Exchange Commission. Failure to retain our status as a
reporting company could further limit our abilities to raise the necessary
amount of investment capital to commence execution of our business plan.

The Company has prepared audited financial statements as of June 30, 2003
reporting that the Company is in the development stage and its 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 would 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.

3.   THE COMPANY HAS GENERATED NO INCOME FROM OPERATIONS AND EXPECT OPERATING
     LOSSES IN THE FORESEEABLE FUTURE

The Company currently has generated no income from operations and expects to
incur operating losses for the foreseeable future. As of June 30, 2003, the
accumulated deficit is $26,146. There can be no assurance that the Company will
achieve positive cash flow operations in the future. If the Company ever has
operating profits, it may not be able to sustain them. Expenses will increase as
we build an infrastructure to implement our business model. In addition, we plan
to significantly increase our operating expenses to include, but not limited to:

-    Raising capital;
-    Designing web site;
-    Establishing working office;
-    Commencing marketing efforts.

Expenses may also increase due to the potential effect of goodwill amortization
and other charges resulting from future partnerships and/or alliances, if any.
If any of these and other expenses is not accompanied by increased revenue, our
operating losses will be even greater than we anticipate.

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4.   THE PROGRESS AND OVERALL SUCCESS OF THE COMPANY IS SUBSTANTIALLY DEPENDENT
     UPON MANAGEMENT WHOSE EXPERIENCE AND/OR TIME COMMITMENT IS LIMITED

The Company will be dependent upon its executive officer and directors, who do
not receive monetary compensation currently or in the foreseeable future. The
Company does not currently have an employment agreement or "key-man" life
insurance in place with its executive officer or directors at this time. Should
the Company lose its executive officer or directors, we could have great
difficulty replacing them with another qualified executive officer or directors,
which could limit the chances for success and have a negative effect upon the
Company's business, financial condition, operating results and cash flows. The
Company intends to hire additional technical, sales and other personnel as they
move forward with their business model, though competition for such personnel is
intense. There can be no assurance that the company can retain key employees, or
to attract or retain highly qualified technical and managerial personnel in the
future. The inability to attract and retain the necessary technical, sales and
other personnel, would limit the chances for success and have a negative effect
upon the Company's business, financial condition, operating results and cash
flows. In addition, the concentrated ownership the officer and directors have
over the company, which will not be significantly affected and may have a
material adverse effect on future business progress. Further, the current
officer and directors are involved with other employment other than that of the
Company, which may take time from developing the business of the Company and
effect the overall success.

5.   OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER HAS DIVIDED RESPONSIBILITIES AND
     POSSIBLE CONFLICTS OF INTEREST

Our president and chief executive officer Mr. Steven Grauer is the manager of a
sport-fishing lodge in British Columbia, Canada. Although Mr. Grauer is active
in our management, he does not devote his full-time and resources to our
business. Because Mr. Grauer has these divided responsibilities, he may not be
able to devote enough time to properly execute our business plan, which could
result in missed business opportunities and worse-than-expected operating
results. Mr. Grauer will spend minimal time working for the Company. Currently,
Mr. Grauer does not have an employment agreement with the Company.

Futhermore, because Mr. Grauer is a developer and operator of a fishing lodge
property, he could encounter potential conflicts of interest between his divided
responsibilities. Although the Company is involved in a different business,
there is no agreement in place to prevent Mr. Grauer from redirecting future
clients and/or business opportunities away from the Company. Additionally, we do
not have a formal policy for the resolution of any such conflicts or interests
should they arise.

In addition, the Company's executive officer, directors and/or controlling
shareholders are or may become, in their individual capacities, officers,
directors, controlling shareholders and/or partners of other entities engaged in
a variety of businesses that may in the future engage in various transactions
with the Company.

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6.   THE COMPANY DOES NOT HAVE A RIGHT OF FIRST REFUSAL PERTAINING TO
     OPPORTUNITIES THAT COME TO THE ATTENTION ON MANAGEMENT

The Company does not currently have a right of first refusal pertaining to
opportunities that come to Mr. Grauer's attention insofar as such opportunities
may relate to the Company's business operations. However, Mr. Grauer, so long as
he is an officer and/or director of the Company is subject to the restriction
that all opportunities contemplated by the Company's plan of operation which
come to his attention, either in the performance of his duties or in any other
manner, will be considered opportunities of, and made available to the Company.
A breach of this requirement will be a breach of his fiduciary duty as an
officer and/or director of the Company.

7.   THE COMPANY IS SUBJECT TO INTENSE COMPETITION AND IS AT A COMPETITIVE
     DISADVANTAGE

The Company expects to face strong competition from other business that provides
restaurant-consulting services. The Company expects to compete on the basis of
its reputation among customers as a quality provider of restaurant consulting
services. However, its opportunity to attract business customers may be limited
by our financial resources and other assets. Consequently, we will be at a
competitive disadvantage in obtaining the employees, financing and other
resources required to provide superior consulting services. The Company expects
to be less able than its larger competitors to handle generally increasing costs
and expenses of doing business.

8.   THE COMPANY MAY ENCOUNTER UNFORESEEN COSTS IN THE RESTAURANT CONSULTING
     SERVICES BUSINESS

Our estimates of the cost of and time to be consumed in the provision of various
consulting services customarily provided to restaurants based upon management's
knowledge and limited experience in the consulting restaurant business, may not
be accurate. There can be no assurance that the provision of general restaurant
consulting services, including overall analysis of the customer's various needs,
recommendations for and/or implementation of improvements, modifications, cost
reductions and consulting and specific problem-solving, will not cost
significantly more than expected or even prove to be prohibitive. Further, we
are unable to predict the amount of time or funding that will be consumed in
management's efforts to obtain the additional debt and/or equity financing
required in order permitting Wigwam Development, Inc. to offer a full range of
restaurant consulting services. Therefore, we may expend significant
unanticipated funds or significant funds may be expended by use without the
development of commercially viable services. There can be no assurance that cost
overruns will not occur or that such cost overruns will not adversely affect us.

9. THERE IS NO TRADING MARKET FOR OUR COMMON STOCK

On August 27, 2002, the NASD cleared the Company's request for an unpriced
quotation on the Pink Sheets L.L.C. for the Company's common stock. However, at
this time, no trading market has been established for our common stock or any
other securities of the Company and there can be no assurance that a trading
market will develop in the future, of if developed, that it will be sustained.
Furthermore, investors who desire to sell their shares of common stock in any
market that develops may encounter substantial difficulty in doing so because of

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the fact that the price thereof may fluctuate rapidly as a result of changing
economic conditions as well as conditions in the securities markets. 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.

10.  OUR COMMON STOCK IS SUBJECT TO THE PENNY STOCK RULES

The Securities and Exchange Commission (SEC) has adopted a set of rules called
the penny stock rules that regulate broker-dealer securities with a price of
less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume
information regarding transactions in such securities is provided by the
exchange or system). The penny stock rules require a broker-dealer to deliver to
the customer a standardized risk disclosure document prepared by the SEC that
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with other
information. The penny stock rules require that prior to a transaction in a
penny stock, the broker-dealer must determine in writing that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may reduce the level
of trading activity in the secondary market for a stock that is subject to the
penny stock rules. In the event a market ever develops for our common stock,
investors in our common stock may find it more difficult to sell their common
stock.

11.  WE ARE LARGELY CONTROLLED BY MANAGEMENT

Mr. Steven Grauer, our officer/director, currently owns or controls 81.1% of our
outstanding common stock and thereby continues to be able to exercise voting
control over the Company for the foreseeable future and will be able to elect
the entire Board of Directors. Mr. Grauer's control could prevent, or make more
difficult, on-going business. In addition, the concentrated ownership by Mr.
Grauer may have a material adverse effect on future business progress, as Mr.
Grauer is involved with other employment other than that of the company, which
may take time from developing the business of the Company and affect the overall
success.

12.  NO DIVIDENDS HAVE BEEN PAID

The Company has never paid dividends and does not anticipate declaring or paying
dividends in the foreseeable future. Our retained earnings, if any, will finance
the development and expansion of our business. Our dividends will be at our
board of director's discretion and contingent upon our financial condition,
earnings, capital requirements and other factors. Future dividends may also be
affected by covenants contained in loan or other financing documents we may
execute. Therefore, there can be no assurance that cash dividends of any kind
will ever be paid.

13. INDEPENDENT AUDITOR'S "GOING CONCERN" OPINION

The auditor's opinion to our financial statements indicates that it was prepared
on the assumption that we continue as a going concern. Nevertheless, our
independent auditor believes it is "unlikely" that we can continue as a going
concern. See "Independent Auditors' Report" on page 8. The auditor notes that we
remain a development stage company and that we are dependent upon the Company's
ability to meet its future financing requirements.

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ITEM 2 - DESCRIPTION OF PROPERTY

The Company owns no real property. The Company is provided sufficient space by
its executive officer/director to do its present business of the Company. Going
forward, the Company plans to use the offices of the officer/director, at no
cost to the Company. Both parties have agreed to continue this arrangement until
the Company raises sufficient capital to rent office space.

INTELLECTUAL PROPERTY

The Company does not own any trademarks or servicemarks.

ITEM 3 - LEGAL PROCEEDINGS

We are currently not a party to any legal proceedings, nor are we aware of any
pending or threatened actions against us. Additionally, we will require that
each of our client's indemnify us before we perform any on-site consulting
services or assist with the opening of any new locations.

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
June 30, 2003.

                                     PART II

ITEM 5 -  MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Price

On August 27, 2002, the NASD cleared the company's request for an unpriced
quotation on the Pink Sheets L.L.C. for the Company's common stock. However, at
this time, no public market exists for our common stock or any other securities
of the company and there can be no assurance that a trading market will develop
in the future, or if developed, that it will be sustained.

The Securities and Exchange Commission adopted Rule 15g-9, which established the
definition of a "penny stock," for 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 and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny stocks are
suitable for that person and that 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

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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. Disclosure also has to be made about the risks of investing in
penny stock in both public offering and in secondary trading, and about
commissions payable to both the broker or dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks.

For the initial listing in the NASDAQ Small Cap market, a company must have net
tangible assets of $4 million or market capitalization of $50 million or a net
income (in the latest fiscal year or two of the last fiscal years) of $750,000,
a public float of 1,000,000 shares with a market value of $5 million. The
minimum bid price must be $4.00 and there must be 3 market makers. In addition,
there must be 300 shareholders holding 100 shares or more, and the company must
have an operating history of at least one year or a market capitalization of $50
million.

For continued listing in the NASDAQ Small Cap market, a company must have net
tangible assets of $2 million or market capitalization of $35 million or a net
income (in the latest fiscal year or two of the last fiscal years) of $500,000,
a public float of 500,000 shares with a market value of $1 million. The minimum
bid price must be $1.00 and there must be 2 market makers. In addition, there
must be 300 shareholders holding 100 shares or more. The Company intends to
request a broker-dealer to make application to the NASD Regulation, Inc. to have
the company's securities traded on the OTC Bulletin Board (OTCBB). The Company
will not satisfy the requirements either for being quoted on the National
Association of Securities Dealers' Automated Quotations System (NASDAQ) or for
listing on any national securities exchange. Accordingly, until it qualifies for
NASDAQ or listing on an exchange, any trading market that may develop for the
common stock is not expected to qualify as an "established trading market" as
that term is defined in Securities and Exchange Commission regulations, and is
expected to be substantially illiquid.

(b) Holders

There are 53 holders of the Company's Common Stock.

DIVIDENDS

The Company has not paid any dividends to date, and has no plans to do so in the
immediate future.

RECENT SALES OF UNREGISTERED SECURITIES

On July 20, 1998, the Company was incorporated under the laws of the State of
Delaware.

The date, title and amount of unregistered securities sold/issued by Wigwam
Development, Inc. are as follows:

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On July 20, 1998, the Company issued 1,000,000 shares to a current officer and
director of the Company in consideration of $1,000 or $0.001 per share. These
shares of common stock of the Company were issued for investment purposes in a
"private transaction" and are "restricted" shares as defined in Rule 144 under
the Securities Act of 1933, as amended. We relied upon Section 4(2) of the
Securities act of 1933, as amended. This did not constitute a public offering.

     Name                                         Number of Shares
     ----                                         ----------------
Steven Grauer                                         1,000,000

On or about March through April 5, 1999, the Company issued 29,000 common shares
to 23 shareholders in consideration of $2,900 or $0.10 per share. These shares
of common stock were sold without registration under the Securities Act of 1933,
as amended (the "Act") in reliance upon the exemption from registration afforded
by sections 4(2) and 3(b) of the Securities Act and Regulation D, Rule 504
promulgated thereunder.

     Name                                         Number of Shares
     ----                                         ----------------
Laila Bell-Irving                                       4,000
T. Jan Bell-Irving                                      1,000
Martin Blum                                             1,000
Marilyn Buchan                                          1,000
Mavis Burrows                                           1,000
Donald W. Burrows                                       1,000
Jason Burrows                                           1,000
Chris Dahl                                              1,000
Lally Grauer                                            1,000
John Christopher Grauer                                 1,000
Sherry Grauer                                           1,000
Nicollas Grauer                                         1,000
Gabrielle Grauer                                        1,000
Don Jenkins                                             1,000
Francis J. Lacouvee                                     1,000
Ross Anne Low                                           1,000
Scott T. Low                                            1,000
Christine Luster                                        1,000
Brenda Nicolls                                          1,000
James Eckford Terry                                     1,000
Reg Tupper                                              1,000
John R. Welson                                          1,000
Suzanne Woodward                                        1,000

                                       12
<PAGE>
On or about October 1999 through January 2000, the Company issued 204,000 common
shares to 29 shareholders in consideration of $20,400 or $0.10 per share. (SEC #
31) These shares of common stock were sold without registration in reliance upon
an exemption from registration contained in Regulation S, category 3 of Rule 903
of the Securities Act of 1933, as amended.

     Name                                         Number of Shares
     ----                                         ----------------
Allen Achilles                                          1,000
Brian R. Card                                           1,000
Robert L. Card                                          1,000
Kathleen M. Card                                        1,000
Andrew Coldicutt                                        1,000
Patti Coldicutt                                         2,000
Maureen Elliott                                         1,000
Winifred C. Hayes                                       1,000
Jan Klose                                               1,000
Joanne Kotsiris                                         1,000
U.K. Menon                                             50,000
Online Technologies Ltd.                               25,000
J. Michael Page                                        10,000
Jill Pollack                                            1,000
Ben Scott                                               1,000
Shangri-La Investments Ltd.                            50,000
Sandra Sherman                                          1,000
Kirk Sherman                                            1,000
David Skerik                                            1,000
Chris Skerik                                            1,000
Michael Sklavenitis                                     1,000
Terry Sklavenitis                                       1,000
Steven Sobolewski                                       1,000
Stannell Petroleum Ltd.                                 4,000
Swanson Investments Ltd.                               39,000
Lana Bea Turner                                         1,000
Patricia Vail                                           1,000
Catherine Vail                                          1,000
Robert Woods                                            1,000

Under the Securities Act of 1933, all sales of an issuer's securities or by a
shareholder, must be made either (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.

Rule 144 under the 1933 Act sets forth conditions which if satisfied, permit
persons holding control securities (affiliated shareholders, i.e., officers,
directors or holders of at least ten percent of the outstanding shares) or
restricted securities (non-affiliated shareholders) to sell such securities
publicly without registration. Non-affiliates reselling restricted securities,
as well as affiliates selling restricted or non-restricted securities, are not
considered to be engaged in a distribution and, therefore, are not deemed to be
underwriters as defined in Section 2(11) of the Securities Act of 1933, as
amended, if six conditions are met:

                                       13
<PAGE>
(1) Current public information must be available about the issuer unless sales
are limited to those made by non-affiliates after two years.

(2) When restricted securities are sold, generally there must be a one-year
holding period.

(3) When either restricted or non-restricted securities are sold by an affiliate
after one year, there are limitations on the amount of securities that may be
sold; when restricted securities are sold by non-affiliates between the first
and second years, there are identical limitations; after two years, there are no
volume limitations for re-sales by non-affiliates.

(4) Except for sales of restricted securities made by non-affiliates after two
years, all sales must be made in brokers' transactions as defined in Section
4(4) of the Securities Act of 1933, as amended, or a transaction directly with a
"market maker" as that term is defined in Section 3(a)(38) of the 1934 Act.

(5) Except for sales of restricted securities made by non-affiliates after two
years, a notice of proposed sale must be filed for all sales in excess of 500
shares or with an aggregate sales price in excess of $10,000.

(6) There must be a bona fide intention to sell within a reasonable time after
the filing of the notice referred to in (5) above.

Regulation S under the 1933 Securities Act sets forth conditions under which
offers and sales of securities may be made outside the United States without
compliance with the registration requirements of Section 5 of the 1933
Securities Act. Regulation S states that the registration requirements of the
1933 Act apply only to offers and sales of securities made in the United States.
Generally Regulation S exempts a transaction from registration if the securities
are sold to non-US persons, or what is commonly known as an offshore
transaction, and there are no directed selling efforts in the United States by
the seller or affiliate acting on the seller's behalf. The securities sold under
Regulation S may be resold in accordance with Regulation S, the registration
requirements of the Securities Act or in reliance on an exemption from
registration under the Securities Act.

Regulation D, Rule 504 under the 1933 Securities Act sets forth conditions under
which offers and sales of securities may be made.

UNDERWRITERS AND OTHER PURCHASERS

There were no underwriters in connection with the sale and issuance of any
securities.

CONSIDERATION

Each of the shares of stock was originally sold for cash. With the exception of
the officer/director who paid $1,000 (or $0.001 per share) for 1,000,000 shares,
the remaining shareholders paid $23,300 (or $0.10 per share) for the 233,000
common shares. Total common shares sold and issued were 1,233,000 and the
aggregate consideration received by the Company was $24,300.

                                       14
<PAGE>
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

To date, the Company has sold $24,300 in equity securities. Our current cash
balance is $1,175. We do not believe the Company's current cash balance is
sufficient to fund the current minimal level of operations through the next 12
months. In order to advance the Company's business plan we must raise $300,000
capital through the sale of equity securities or debt financing. If the Company
is unable to raise additional funds in the equity/debt securities market, we
will be forced to rely on existing cash in the bank and funds loaned by an
officer and/or directors. We anticipate our executive officer and/or directors
will cover any basic cash requirements required to keep us in compliance with
all existing corporate filing requirements, including the Securities and
Exchange Commission over the course of the next twelve months.

The auditor's opinion to our financial statements indicates that it was prepared
on the assumption that we continue as a going concern. Nevertheless, our
independent auditor believes it is "unlikely" that we can continue as a going
concern. See "Independent Auditors' Report" on page 8. The auditor notes that we
remain a development stage company and that we are dependent upon the Company's
ability to meet its future financing requirements.

PLAN OF OPERATION

Over the next 12-months, the Company intends to spend our time and resources on
the following activities:

-    Complete SEC Registration Process. The Company hopes to have our Form 10-SB
     completed during the third quarter 2003. All of our efforts and resources
     will be focused on this effort until it has been successfully completed.

-    Raise Capital. Beginning in fourth quarter 2003, after we have successfully
     completed our SEC registration process, we intend to revisit various
     funding scenarios with established broker-dealer firms. It is our hope to
     be able to find a broker-dealer willing to assist us in locating adequate
     funding. In the event we are not able to find a broker-dealer willing to
     assist us, our contingency plan calls for our officer and directors to
     prepare a private placement memorandum and raise capital of $300,000
     through the sale of common stock in a private placement by selling 300,000
     shares at $1.00 per share during the remainder of 2003. If the Company is
     successful at raising these funds we intend to spend the funds as follows:

     Legal and Accounting Fees                                     $ 20,000
     Office lease and furniture/equipment                          $ 45,000
     Marketing and Advertising                                     $ 84,000
     Direct Mail Advertising                                       $ 30,000
     Set-up and maintenance of Web-site                            $ 15,000
     Salaries                                                      $ 50,000
     Working Capital Reserve                                       $ 66,000
                                                                   --------
       Total                                                       $300,000
                                                                   ========

                                       15
<PAGE>
-    Establish Working Office. Once we have raised capital of $300,000, we will
     open an actual office capable of hosting our prospective clients. This
     should take approximately one month to establish and get prepared for
     hosting prospective clients. The Company anticipates that it will need
     $25,000 to rent office space and $20,000 for purchase of computers and
     fixed assets. Also at this stage we intend to create all of our necessary
     support materials and documentation to properly conduct our business
     activities regarding marketing and advertising. During the interim, the
     Company plans to begin its design phase of producing a web site that will
     describe all consulting services and information about the Company.

-    Commence Marketing Efforts. Although marketing efforts will be an ongoing
     and never ending process, the Company intends to begin with its initial
     marketing efforts only after we have successfully completed our SEC
     registration, raised the required capital and opened a working office. The
     Company intends to expend $10,000 on its initial marketing to
     personal/renewal contacts, $30,000 for direct mail advertising, $60,000 on
     select media advertisements in industry publications and $14,000 for
     telemarketing to follow up direct mail and media advertisements. We hope to
     secure our first clients within the first two months of commencing our
     marketing efforts or by the conclusion of second quarter ending December
     31, 2003.

At this time, the Company has not completed the SEC registration process, raised
capital, established a working office or commenced marketing efforts. None of
these activities are revenue generating. Due to limited resources and lack of
operational performance, there is not a guarantee that the Company will succeed
in executing its business plan or its projected activities over the next 12
months. Because we have no operating history, it is difficult to evaluate our
business and future prospects. Our revenue and income potential is unproven and
our business model may not work.

Management is currently evaluating the feasibility of conducting a limited
offering or private placement of our securities. Such offerings would probably
require us to register securities for sale with the Securities and Exchange
Commission. The cost of undergoing such a registration might be prohibitive and
could prevent us from obtaining the investment capital we need to commence
execution of our business plan.

The Company may not have sufficient cash, assets or revenues to cover our
operating costs and allow us to continue as a going concern. If the Company is
unable to raise additional funds in the equity/debt securities market, we will
be forced to rely on existing cash in the bank and funds loaned by the officer
and/or directors. 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/debt securities market.

                                       16
<PAGE>
CASH REQUIREMENTS AND NEED FOR ADDITIONAL CAPITAL

Until we raise sufficient capital from outside sources to commence full-scale
operations we anticipate our executive officer and/or directors will cover any
basic cash requirements required to keep us in compliance with all existing
corporate filing requirements, including the Securities and Exchange Commission
over the course of the next twelve months. However, because there are no formal
agreements in place with our executive officer and/or directors, no assurances
can be given that they will provide for any cash shortfalls or that any cash
shortfalls can be deferred or paid for through the issuance of common stock.

In our efforts to become a fully reporting company with the Securities and
Exchange Commission (SEC) we have incurred expenses of $4,500 associated with
the filing of this Registration Statement on Form 10SB. This expense consisted
of professional services associated with our independent auditing firm. We have
not incurred, nor do we anticipate any additional expenses associated with our
efforts to become fully reporting except auditing expenses for future filing
requirements with the Securities and Exchange Commission. These expenses are
estimated to be no more than $6,000 over the course of the next twelve months.

We will only be able to continue to advance our business plan after we receive
capital funding. If the company is not able to raise the full amount, actual
funds raised will be used proportionately in the itemized categories to begin
minimal operations. Even if 100% funding is realized, no guarantees can be made
the Company will ever generate revenues or become profitable.

If our executive officer and/or directors do not cover the cash cost of our
auditing requirements, a failure to maintain current auditing of our corporate
affairs would result in our failure to meet our future filing requirements with
the Securities and Exchange Commission. Failure to retain our status as a
reporting company could further limit our abilities to raise the necessary
amount of investment capital to commence execution of our business plan.

The Company may experience significant volatility in its quarterly and annual
results. If and when the Company begins operations with cash flow, there can be
no assurance that the Company will ever report a net income in any period, and
the Company expects that it will report operating losses for the foreseeable
future.

Excluding the Company's executive officer, the Company has no employees. While
the Company plans to hire additional employees and train them, it may be unable
to find and hire additional qualified management and professional personnel to
help lead the Company. The addition of employees will depend on the ability of
the Company to raise additional capital, which cannot be assured.

The Company's executive officer and directors make up its entire management
team. These individuals are employed at other companies and plan to initially
devote minimal time to promoting the Company's strategic business plan. If other
obligations take priority for the Company's officers/directors, it will have a
material adverse impact on the progress of the company. In addition, excluding

                                       17
<PAGE>
the shares that were issued to the officer/director at $1,000, there has been,
and are no plans for compensation to be paid to the officer/directors until
sufficient revenue flow can be generated, of which there is no guarantee. Since
the officers/directors are being compensated by their employment elsewhere, they
may be less motivated to spend adequate time devoted to company activities.
Should our executive officer and members of our Board of Directors fail to raise
the necessary capital to execute our business plan, there will be inadequate
resources to hire new personnel capable of possibly raising much needed funds
and/or executing our business plan. We believe that the current efforts from our
existing executive officer supported by our Board of Directors, will prove
satisfactory in enabling us to raise the necessary capital to properly execute
our business plan.

Management does not anticipate any product research and development, or the
purchase or sale of any significant equipment.

COMPARISON OF FISCAL YEAR 2003 WITH FISCAL YEAR 2002

Revenues for fiscal year 2003 were $0 compared with $0 in 2002. General and
Administrative Expenses were $8,762 in 2003 and $1,517 in 2002. The Company does
not consider this a material change. Net loss in 2003 was $8,762 as against
$1,517 in 2002. The Company does not consider this a material change. The
Company had Total Assets of $454 at June 30, 2003 as compared to $7,026 at June
30, 2002. This decrease was due to loss on operations. As of June 30, 2003, the
Company had working capital of ($1,846) compared to$6,916 at June 30, 2002 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.

                                       18
<PAGE>
ITEM 7 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                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

                          INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying  balance sheets of Wigwam Development,  Inc. (A
Development  Stage  Company)  as of June  30,  2003  and  2002  and the  related
statements of operations, changes in stockholders' equity and cash flows for the
years then ended and for the period from July 20, 1998 (inception)  through June
30, 2003.  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 our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the 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 consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Wigwam Development,
Inc. as of June 30, 2003 and 2002, and the results of their operations and their
cash flows for the years then ended in  conformity  with  accounting  principles
generally accepted 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 4 to the  financial
statements,   the  Company  has  had  significant  losses  since  inception  and
liabilities  are  significantly  higher  than  assets.  Those  conditions  raise
substantial doubt as to its ability to continue as a going concern. Management's
plans  regarding  those matters are also  described in Note 4. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


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

August 1, 2003
Chula Vista, California

                      371 'E' Street, Chula Vista, CA 91910
                     Tel: (619) 422-1348 Fax: (619) 422-1465

                                       19
<PAGE>
                            WIGWAM DEVELOPMENT, INC.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       As of            As of
                                                                      June 30,         June 30,
                                                                        2003             2002
                                                                      --------         --------
<S>                                                                   <C>              <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                $    454         $  7,026
                                                                      --------         --------

TOTAL CURRENT ASSETS                                                       454            7,026
                                                                      --------         --------

      TOTAL ASSETS                                                    $    454         $  7,026
                                                                      ========         ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                                    $  2,300         $    110
                                                                      --------         --------

TOTAL CURRENT LIABILITIES                                                2,300              110
                                                                      --------         --------
      TOTAL LIABILITIES                                                  2,300              110

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, ($.0001 par value, 20,000,000
    shares authorized; none issued and outstanding)                         --               --
  Common stock ($.0001 par value, 80,000,000 shares
    authorized; 1,233,000  issued and  outstanding as of
    June 30, 2003 and 2002, respectively)                                  125              125
  Paid in-capital                                                       24,175           24,175
  Deficit accumulated during development stage                         (26,146)         (17,384)
                                                                      --------         --------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                    (1,846)           6,916
                                                                      --------         --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)              $    454         $  7,026
                                                                      ========         ========
</TABLE>

                       See Notes to Financial Statements

                                       20
<PAGE>
                            WIGWAM DEVELOPMENT, INC.
                          (A Development Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      July 20, 1998
                                                                                       (inception)
                                                Year Ended          Year Ended           through
                                                 June 30,            June 30,           June 30,
                                                   2003                2002               2003
                                               -----------         -----------         -----------
<S>                                            <C>                 <C>                 <C>
REVENUES
  Revenues                                     $        --         $        --         $        --
                                               -----------         -----------         -----------

TOTAL REVENUES                                          --                  --                  --

GENERAL & ADMINISTRATIVE EXPENSES                    8,762               1,517              26,146
                                               -----------         -----------         -----------

TOTAL GENERAL & ADMINISTRATIVE EXPENSES              8,762               1,517              26,146
                                               -----------         -----------         -----------

NET LOSS                                       $    (8,762)        $    (1,517)        $   (26,146)
                                               ===========         ===========         ===========

BASIC LOSS PER SHARE                           $     (0.01)              (0.00)
                                               ===========         ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                       1,233,000           1,233,000
                                               ===========         ===========
</TABLE>

                       See Notes to Financial Statements

                                       21
<PAGE>
                            WIGWAM DEVELOPMENT, INC.
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
              From July 20, 1998 (inception) through June 30, 2003
--------------------------------------------------------------------------------
<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 April 6,
1999 @ $0.10 per share                     14,000       $      1       $ 1,399      $     --       $  1,400

Stock issued for cash on April 13,
1999 @ $0.10 per share                      1,000             --           100            --            100

Stock issued for cash on April 14,
1999 @ $0.10 per share                      7,000              1           699            --            700

Stock issued for cash on April 15,
1999 @ $0.10 per share                      8,000              1           799            --            800

Stock issued for cash on April 23,
1999 @ $0.001 per share                 1,000,000            100           900            --          1,000

Net loss, July 20, 1998 (inception)
through June 30, 1999                                                                    (76)           (76)
                                       ----------       --------       -------      --------       --------
BALANCE, JUNE 30, 1999                  1,030,000            103         3,897           (76)         3,924
                                       ==========       ========       =======      ========       ========
Stock issued for cash on October 14,
1999 @ $0.10 per share                     11,000              1         1,099            --          1,100

Stock issued for cash on October 15,
1999 @ $0.10 per share                      6,000              1           599            --            600

Stock issued for cash on January 18,
2000 @ $0.10 per share                      5,000              1           499            --            500

Stock issued for cash on January 26,
2000 @ $0.10 per share                      6,000              1           599            --            600

Stock issued for cash on January 28,
2000 @ $0.10 per share                     10,000              1           999            --          1,000

Stock issued for cash on February 15,
2000 @ $0.10 per share                      1,000             --           100            --            100

Stock issued for cash on February 18,
2000 @ $0.10 per share                     39,000              4         3,896            --          3,900

Stock issued for cash on March 31,
2000 @ $0.10 per share                     25,000              3         2,497            --          2,500

Stock issued for cash on May 22,
2000 @ $0.10 per share                    100,000             10         9,990            --         10,000

Net loss, June 30, 2000                                                               (5,168)        (5,168)
                                       ----------       --------       -------      --------       --------
BALANCE, JUNE 30, 2000                  1,233,000            125        24,175        (5,244)        19,056
                                       ==========       ========       =======      ========       ========
Net loss, June 30, 2001                                                              (10,623)       (10,623)
                                       ----------       --------       -------      --------       --------
BALANCE, JUNE 30, 2001                  1,233,000            125        24,175       (15,867)         8,433
                                       ==========       ========       =======      ========       ========
Net loss, June 30, 2002                                                               (1,517)        (1,517)
                                       ----------       --------       -------      --------       --------
BALANCE, JUNE 30, 2002                  1,233,000            125        24,175       (17,384)         6,916
                                       ==========       ========       =======      ========       ========
Net loss, June 30, 2003                                                               (8,762)        (8,762)
                                       ----------       --------       -------      --------       --------
BALANCE, JUNE 30, 2003                  1,233,000       $    125       $24,175      $(26,146)      $ (1,846)
                                       ==========       ========       =======      ========       ========
</TABLE>
                       See Notes to Financial Statements

                                       22
<PAGE>
                            WIGWAM DEVELOPMENT, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      July 20, 1998
                                                                                       (inception)
                                                Year Ended          Year Ended           through
                                                 June 30,            June 30,           June 30,
                                                   2003                2002               2003
                                               -----------         -----------         -----------
<S>                                            <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                              $ (8,762)          $ (1,517)           $(26,146)
  Increase (decrease) in accounts payable           2,190                110               2,300
                                                 --------           --------            --------
     NET CASH PROVIDED BY (USED IN)
      OPERATING ACTIVITIES                         (6,572)            (1,407)            (23,846)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock                                         --               (100)                125
  Additional paid-in capital                           --               (900)             24,175
                                                 --------           --------            --------
     NET CASH PROVIDED BY (USED IN)
      FINANCING ACTIVITIES                             --             (1,000)             24,300
                                                 --------           --------            --------

NET INCREASE (DECREASE) IN CASH                    (6,572)            (2,407)                454

CASH AT BEGINNING OF YEAR                           7,026              9,433                  --
                                                 --------           --------            --------

CASH AT END OF YEAR                              $    454           $  7,026            $    454
                                                 ========           ========            ========

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

                       See Notes to Financial Statements

                                       23
<PAGE>
                            WIGWAM, DEVELOPMENT, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               As of June 30, 2003


NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was  incorporated  on July 20, 1998,  under the laws of the State of
Delaware,  as  Wigwam  Development,  Inc.  The  Company  is in the  business  of
providing online  consulting  services to individuals and businesses  wishing to
establish start-up  operations of family dining  establishments.  Company has no
operations  and in  accordance  with  SFAS # 7,  the  Company  is  considered  a
development stage company.

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 June 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.

C. CASH EQUIVALENTS

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

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.

                                       24
<PAGE>
                            WIGWAM, DEVELOPMENT, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               As of June 30, 2003

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

F. BASIC EARNINGS 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 July 20, 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.

G. REVENUE RECOGNITION

The Companies  initial  source of revenue is expected to be derived form various
consulting  services.  Such as: Concept Development and Design; Menu and Product
Development;  Alcohol  Beverage  Licensing;  and Manager and  Employee  Training
Services. Wigwam Development, Inc. plans on recognizing revenue when services on
contracts are provided.

NOTE 3. WARRANTS AND OPTIONS

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

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
$8,762 for the year ended June 30, 2003,  and net losses  during the period from
inception  (July 20,  1998,  1999) to June 30,  2003 of $26,146.  The  Company's
current  liabilities  exceed its current  assets by about  $1,846 as of June 30,
2003. These conditions raise  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.

NOTE 5. MARKETING STRATEGY

The Company plans to market its consulting  services via an on-line web site. At
the current time, the Company has not developed  it's web-site,  but has started
the design phase of producing a site that will describe all consulting  services
and   information   about  the  Company.   The  Company   anticipates   spending
approximately  4 months and $12,000 on this phase of their  marketing  strategy.
The cost of developing the Companies web site will be expensed when incurred

                                       25
<PAGE>
                            WIGWAM, DEVELOPMENT, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               As of June 30, 2003

NOTE 6. INCOME TAXES

                                                                   As of
                                                               June 30, 2003
                                                               -------------
     Deferred tax assets:
     Net operating tax carryforwards                               $ 3,922
     Other                                                               0
                                                                   -------
     Gross deferred tax assets                                       3,922
     Valuation allowance                                            (3,922)
                                                                   -------

     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 7. SCHEDULE OF NET OPERATING LOSSES

          1998 Net Operating Loss                                  $    (76)
          1999 Net Operating Loss                                    (5,168)
          2000 Net Operating Loss                                   (10,623)
          2001 Net Operating Loss                                    (1,517)
          2002 Net Operating Loss                                    (8,762)
                                                                   --------
          Net Operating Loss                                       $(26,146)
                                                                   ========

As of June 30,  2003,  the  Company has a net  operating  loss  carryforward  of
approximately  $26,146,  which  will  expire 20 years from the date the loss was
incurred.

NOTE 8. 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.

                                       26
<PAGE>
                                    PART III

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

The Company's executive officers and directors are as follows:

     Name               Age                  Title
     ----               ---                  -----
Steven Grauer           55            President, Secretary, Treasurer,
                                      Director
Donald Scribner         53            Director

The Company's directors are elected to hold office until the next annual meeting
of shareholders and until their respective successors have been elected and
qualified, or until his prior resignation or removal. Our executive officer is
elected by the Board of Directors and will hold office until resignation or
removal by the Board of Directors.

There are no agreements for any officer or director to resign at the request of
any other person and none of the officers or directors named below are acting on
behalf of, or at the direction of, any other person. There are no family
relationships between the directors of the Company.

The Company's executive officer and directors will devote their time to the
business on an "as-needed" basis, which is expected to require minimal time.

BUSINESS EXPERIENCE AND EDUCATION

Steven Grauer

Since 1993, Mr. Grauer developed and operated neighborhood "pubs" in southern
British Columbia as well as consulting with entrepreneurs wanting to establish
pubs of their own. In addition, since 1993 through the present, Mr. Grauer
operates a sport-fishing lodge on the British Columbia coast.

Donald Scribner

Mr. Scribner, over a ten-year period, has operated dining and entertainment
establishments in California that supply food, beverages and live music for
family activities including billiards and bowling, and has operated a successful
dinner theatre in Minnesota. During the past 2 years, Mr. Scribner has operated
a catering business for film locations and has worked as an actor in feature
films.

CONFLICTS OF INTEREST

Insofar as the executive officer and/or directors are engaged in other business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs. The executive officer and/or directors of Wigwam
Development, Inc. may in the future become shareholders, officers or directors
of other companies, which may be formed for the purpose of engaging in business
activities similar to those conducted by the Company. Wigwam Development, Inc.
does not currently have a right of first refusal pertaining to opportunities
that come to management's attention insofar as such opportunities may relate to
the Company's business operations.

                                       27
<PAGE>
The executive officer and directors are, so long as they are officer and/or
directors of the Company, subject to the restriction that all opportunities
contemplated by the Company's plan of operation which come to their attention,
either in the performance of their duties or in any other manner, will be
considered opportunities of, and made available to Wigwam Development, Inc. and
the companies that they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the officer and/or
directors.

ITEM 10 - EXECUTIVE COMPENSATION

None of the Company's executive officer and/or directors receives any
compensation for their respective services rendered to the Company, nor have
they received such compensation in the past. They have agreed to act without
compensation until authorized by the Board of Directors, which is not expected
to occur until the Company has generated sufficient revenues from its
operations.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 31, 2003, concerning
beneficial ownership of the Company's Common Stock by (i) each director, (ii)
each executive officer, (iii) the directors and officers of the Company as a
group, (iv) and each person known by the company to own beneficially more than
five percent (5%) of the Common Stock (1):

Title        Name & Address                         Amount of           Percent
 Of          of Beneficial                           Shares               Of
Class       Owner of Shares       Position        Held by Owner          Class
-----       ---------------       --------        -------------          -----
Common      Steven Grauer (2)     President/        1,000,000            81.1%
                                  Director

Common      Directors and Officers as a Group       1,000,000            81.1%

----------
(1)  Beneficial ownership is determined in accordance with the rules of the
     Securities and Exchange Commission and includes voting or investment power
     with respect to the securities. Under SEC rules, a person is deemed to be
     the beneficial owner of securities which may be acquired by such person
     upon the exercise of options and warrants or the conversion of convertible
     securities within 60 days from the date on which beneficial ownership is to
     be determined. Each beneficial owner's percentage ownership is determined
     by dividing the number of shares beneficially owned by that person by the
     number of outstanding shares, increased to reflect the beneficially-owned
     shares underlying options, warrants or other convertible securities
     included in that person's holdings, but not those underlying shares held by
     any other person. As of March 31, 2003, we had 1,233,000 shares issued and
     outstanding.
(2)  Steven Grauer's address is 1438 Black Brant Place, Parksville, British
     Columbia, Canada. Mr. Grauer is the direct owner as described above. Unless
     otherwise indicated, the named party is believed to be the sole investor
     and have voting control of the shares set forth in the above table. Based
     on 1,233,000 outstanding common shares as of March 31, 2003. As of March
     31, 2003, there were 53 stockholders of record.

                                       28
<PAGE>
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSATIONS.

None

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 31.1 -  Certification of Chief Executive Officer pursuant to
                Section 302 of The Sarbanes-Oxley Act Of 2002 Exhibit

Exhibit 31.2 -  Certification of Chief Financial Officer pursuant to
                Section 302 of The Sarbanes-Oxley Act Of 2002

Exhibit 32.1 -  Certification of Chief Executive Officer pursuant to
                Section 906 of The Sarbanes-Oxley Act Of 2002

Exhibit 32.2 -  Certification of Chief Financial Officer pursuant to
                Section 906 of The Sarbanes-Oxley Act Of 2002

ITEM 14 - CONTROLS AND PROCEDURES

Wigwam's chief executive officer and chief financial officer evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-14c under the Securities and Exchange Act of 1934, as amended) within 90
days of the filing date of this Form 10-KSB as of June 30, 2003 (the Evaluation
Date). Based on that evaluation, they concluded that as of the Evaluation Date,
Wigwam had sufficient procedures for recording, processing, summarizing and
reporting information that is required to be disclosed in its reports under the
Securities and Exchange Act of 1934, as amended.

Since the Evaluation Date, there have not been any significant changes to
Wigwam's internal controls or other factors that could significantly affect
these controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.

                                       29
<PAGE>
                                  SIGNATURES

In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

WIGWAM DEVELOPMENT, INC.


/s/ Steven Grauer                                             Dated: 12/19/03
-------------------------------                                      --------
Steven Grauer - President,
Secretary, Treasurer & Director

                                       30