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, 2003

                        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, 2003.

As of December 31, 2003, 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.
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                                TABLE OF CONTENTS

PART I

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

PART II

ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS...........................................................   6
ITEM 6.  PLAN 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

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS........  19
ITEM 10. EXECUTIVE COMPENSATION............................................  20
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....  20
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ...................  21
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K..................................  21
ITEM 14. CONTROLS AND PROCEDURES...........................................  21

SIGNATURES.................................................................  21
<PAGE>
                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS

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 2004,  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 2004. 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.

DISTRIBUTION METHODS OF PRODUCTS OR SERVICES

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

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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.

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.

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.

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.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

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.

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EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS 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.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We have not expended funds for research and development costs since inception.

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.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL-TIME 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.

RISKS

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.

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<PAGE>
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.

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 SHARE 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 have contacted a market maker regarding  obtaining a listing 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.

WHEN 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

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     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.

REPORTS TO SECURITIES HOLDERS

We will  provide  upon  request  an annual  report  that  includes  our  audited
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.

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.

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  principal  executive  office and
telephone  number are  provided by the  director of the  corporation.  The costs
associated  with the use of the  telephone  and mailing  address  were deemed by
management to be  immaterial  as the  telephone and mailing  address were almost
exclusively used by the director 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, 2003.


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                                     PART II

ITEM 5 - MARKET FOR  COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

We have  contacted  an  authorized  OTCBB market  maker for  sponsorship  of our
securities  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.  As of this date we have not received approval for trading 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.

SHAREHOLDERS

As of December 31, 2003, 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, a former director, 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.
Our  current  director,  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, 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

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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 - PLAN OF OPERATIONS

Our current cash balance is $11. We are relying on our director to lend funds to
our company in order to maintain minimum levels of operations through the second
quarter of 2004,  however,  in order to achieve our business plan goals, we will
need to raise capital through loans or a private placement 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.

Our business plan includes the following  future steps to be completed  over one
year: Obtain a listing on the Over the Counter Electronic  Bulletin Board during
the second  quarter of 2004,  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 2004. 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.

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.  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.

Although we intend to implement our business plan through the foreseeable future
and will do our best to mitigate the risks  associated  with our business  plan,
there can be no  assurance  that such  efforts  will be  successful.  We have no
liquidation plans should the Company be unable to receive funding.  Should we be
unable to implement our business plan,  Management would investigate all options
available to retain value for the shareholders.  Among the options that would be
considered  are:  acquisition of another  product or technology,  or a merger or

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acquisition of another  business entity that has revenue and/or long-term growth
potential.   However,   there  are  no  pending  or  anticipated   arrangements,
understandings or agreements with outside parties for  acquisitions,  mergers or
any other material transactions.

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 2003 WITH FISCAL YEAR 2002

Revenues for fiscal year 2003 were $0 compared with $7,770 in 2002.  General and
Administrative Expenses were $5,832 in 2003 and $9,633 in 2002. The Company does
not  consider  this a  material  change.  Net loss in 2003 was $6,132 as against
$9,227 in 2002.  The  Company  does not  consider  this a material  change.  The
Company had Total  Assets of $11 at  December  31, 2003 as compared to $2,823 at
December 31, 2002.  This decrease was due to loss on operations.  As of December
31, 2003, the Company had working  capital of $11 compared to $2,823 at December
31, 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.

                                       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, 2003 and 2002, and the related
Statements of Operations, Stockholders' Equity (Deficit), and Cash Flows for the
years then  ended and for the period  August  26,  1998 (Date of  Inception)  to
December 31, 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 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, 2003 and 2002, 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, 2003, 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 10, 2004

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

<TABLE>
<CAPTION>
                                                                        December 31,
                                                                 ---------------------------
                                                                   2003               2002
                                                                 --------           --------
<S>                                                              <C>                <C>
ASSETS

Current assets:
  Cash                                                           $     11           $  2,823
                                                                 --------           --------
      Total current assets                                             11              2,823
                                                                 --------           --------

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

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities:
  Notes payable                                                  $  5,000           $  5,000
  Notes payable - related party                                     3,020                 --
  Accrued interest payable                                             --              1,275
                                                                 --------           --------
      Total current liabilities                                     8,020              6,275
                                                                 --------           --------
Stockholders' (deficit):
  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 12/31/03 and 12/31/02                                        521                521
  Additional paid-in capital                                       26,879             25,379
  (Deficit) accumulated during development stage                  (35,409)           (29,352)
                                                                 --------           --------
                                                                   (8,009)            (3,452)
                                                                 --------           --------

                                                                 $     11           $  2,823
                                                                 ========           ========
</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,
                                                     2003             2002              2003
                                                  -----------      -----------       -----------
<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                   5,832            9,633            34,615
                                                  -----------      -----------       -----------
      Total expenses                                    5,832            9,633            34,615
                                                  -----------      -----------       -----------
Other (expense):
  Interest (expense)                                     (225)            (300)           (1,500)
                                                  -----------      -----------       -----------

Net (loss)                                        $    (6,057)     $    (9,227)      $   (35,409)
                                                  ===========      ===========       ===========
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)
                   Statement of Stockholders' Equity (Deficit)
<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)

September 2003
  Donated capital                                         1,500                                      1,500

Net (loss)
  For the year ended
  December 31, 2003                                                                   (6,057)       (6,057)
                             ----------    --------     -------      --------       --------       -------
Balance, December 31, 2003    5,214,000    $    521     $26,879      $     --       $(35,409)      $(8,009)
                             ==========    ========     =======      ========       ========       =======
</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,
                                                       2003             2002             2003
                                                     --------         --------         --------
<S>                                                  <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)                                         $ (6,057)        $ (9,227)        $(35,409)
  Adjustments to reconcile net (loss) to
   net cash (used) by operating activities:
     Decrease in inventory                                 --            7,064               --
                                                     --------         --------         --------
Net cash (used) by operating activities                (6,057)          (2,163)         (35,409)
                                                     --------         --------         --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuances of common stock                                --               --           21,900
  Increase in donated capital                           1,500            1,500            5,500
  (Decrease) in subscriptions payable                      --           (1,000)              --
  Proceeds from notes payable                              --               --            5,000
  Proceeds from notes payable - related party           3,020               --            3,020
  Increase (decrease) in accrued interest payable      (1,275)             300               --
                                                     --------         --------         --------
Net cash provided by financing activities               3,245              800           35,420
                                                     --------         --------         --------

Net increase (decrease) in cash                        (2,812)          (1,363)              11
  Cash - beginning                                      2,823            4,186               --
                                                     --------         --------         --------
  Cash - ending                                      $     11         $  2,823         $     11
                                                     ========         ========         ========
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, 2003 and 2002.

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, 2003 and 2002,
   the Company had no inventory.

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, 2003 and 2002.

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, 2003 and 2002. 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, 2003 and 2002.

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,  2003 and  2002,  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.

   In May 2003, the FASB issued SFAS No. 150,  "Accounting for Certain Financial
   Instruments  with  Characteristics  of Both Liabilities and Equity." SFAS No.
   150 changes the  classification  in the  statement of  financial  position of
   certain  common  financial   instruments  from  either  equity  or  mezzanine
   presentation  to  liabilities  and  requires  an  issuer  of those  financial
   statements  to  recognize  changes in fair  value or  redemption  amount,  as
   applicable,  in earnings. SFAS No. 150 is effective for financial instruments
   entered  into or modified  after May 31,  2003,  and with one  exception,  is
   effective at the beginning of the first interim period  beginning  after June
   15,  2003.  The  effect of  adopting  SFAS No.  150 will be  recognized  as a
   cumulative  effect of an accounting  change as of the beginning of the period
   of adoption.  Restatement of prior periods is not permitted. SFAS No. 150 did
   not have any  impact  on the  Company's  financial  position  or  results  of
   operations.

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

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


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.

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, 2003,  the Company has a net operating  loss carry forward as
follows:

     Year            Amount          Expiration
     ----            ------          ----------
     1998            $2,939             2018
     1999            $2,625             2019
     2000            $6,859             2020
     2001            $7,702             2021
     2002            $9,227             2022
     2003            $6,057             2023


NOTE 5 - NOTES PAYABLE & NOTES PAYABLE - RELATED PARTY

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.  The note was due on  September  28, 2003.  On September  28,
2003,  the terms were  renegotiated  to 0% per annum,  no penalties and interest
charged and the note is due upon demand.  Any interest accrued through September
30, 2003 was forgiven by the note holder and is considered  donated capital.  As
of  December  31, 2003 the total  amount  owed is $5,000.  During the year ended
December 31, 2003, the interest expense was $225.

During the year ended  December 31, 2003,  the sole officer and director  loaned
the Company a total of $3,020. As of December 31, 2003, the total amount owed is
$3,020. This amount does not bear any interest and is due upon demand.

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.

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


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.

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.

On September 28, 2003, a note holder forgave all accrued  interest in the amount
of $1,500 which is considered donated capital.

As of December 31,  2003,  there have been no other  issuances of common  and/or
preferred stock.

NOTE 7 - WARRANTS AND OPTIONS

As of December 31, 2003 and 2002,  there are no warrants or options  outstanding
to acquire any additional shares of common stock.

NOTE 8 - RELATED PARTY TRANSACTIONS

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.

As of December  31, 2003,  the sole  officer and  director  loaned the Company a
total of $3,020.

NOTE 9 - SUBSEQUENT EVENTS

On January  14,  2004,  the  Company  received  $200 from the sole  officer  and
director which is considered a loan to the Company.  As of January 14, 2004, the
total  amount owed is $3,220.  This amount does not bear any interest and is due
upon demand.

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,
2004, 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            59     President,       5/22/00            8/26/04
1445 Marpole Ave. #409            Secretary,
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,  Judgement,  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.

Resume

J. Michael Page Director

1998 - Current     Consultant

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.

                                       19
<PAGE>
ITEM 10 - EXECUTIVE COMPENSATION

The company's current officer receives no compensation.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                               Other
 Name &                                        annual    Restricted                        All other
principal                                     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        2003     -0-         -0-        -0-         -0-        -0-       -0-          -0-
President,      2002     -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.

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 - December 31, 2003:

Title of              Name &                   Amount &              Percent
 Class                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%

                                       20
<PAGE>
Pender issued Ms. Harvey, a former director, 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

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

During the year ended  December 31, 2003,  the sole officer and director  loaned
the Company a total of $3,020. As of December 31, 2003, the total amount owed is
$3,020. This amount does not bear interest and is due upon demand.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

         31.1  302 Certification of Chief Executive Officer
         31.2  302 Certification of Chief Financial Officer
         32.1  906 Certification of Chief Executive Officer
         32.2  906 Certification of Chief Financial Officer

ITEM 14 - CONTROLS AND PROCEDURES

Pender'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-K (the Evaluation  Date).  Based on that
evaluation,  they  concluded  that,  as  of  the  Evaluation  Date,  Pender  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
Pender's  internal  controls or other  factors that could  significantly  affect
these  controls,  including any  corrective  actions with regard to  significant
deficiencies and material weaknesses.

                                   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.


Date 03/30/04                             /s/ J. Michael Page
                                          --------------------------------------
                                       By J. Michael Page, Pres., Sec., Treas. &
                                          Director

                                       21