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

                                   Form 10-KSB

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

    For the fiscal year ended December 31, 2001

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIE
    EXCHANGE ACT OF 1934

    For the transition period from __________________ to _____________

                        Commission file number 000-32199


                           Tugboat International, Inc.
                 (Name of small business issuer in its charter)

          Delaware                                        95-4735256
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

              1445 Marpole Ave. #409, Vancouver, BC Canada V6H 1S5
                    (Address of principal executive offices)

                    Issuer's telephone number (604) 733-5055

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act.

                                  Common Stock
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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. [X] Yes [ ] 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. [X]

State issuer's revenues for its most recent fiscal year. None

Number of shares outstanding of common equity, as of February 28, 2002.
5,544,000 shares
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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

Tugboat International, Inc. ("the Company") was incorporated in the State of
Delaware on July 20, 1998. Tugboat International, Inc. ("the Company," Company",
"Our", "our", "We", "we") business plan is to become actively engaged in the
business of buying, selling, trading and auctioning collectible and valuable
coins via an Internet web site.

STRATEGY

The Company's planned operating strategy is to buy, sell, trade and auction
collectible and valuable coins via an Internet web site. In addition, the
Company plans to integrate partner coin companies which buy, sell, trade and
auction collectible and valuable coins into a collaborative network by
developing long term relationships with and among them. The Company plans to use
and develop collective resources within the partner coin companies to actively
buy, sell, trade and auction collectible and valuable coins and currency. The
Company believes its current management team (See Item 5 - Directors, Executive
Officers, Promoters, and Control persons) brings experience, industry
relationships, and specific expertise within the company that will enhance the
ability of the Company's proposed collaborative network to buy, sell, trade and
auction collectible and valuable coins via the Internet. The current management
team consists of two directors of the company and the amount of time that they
plan to devote promoting the Company's business plan will be limited to a
part-time basis. In addition, the current officers have obligations and/or
employment that may take priority over that of the Company.

Tugboat International, Inc. was incorporated with a view to becoming a
full-service provider of value-added services to dealers and collectors of coins
and rare currency. The Company plans to seek income from the sale of its
inventory of collectible coins by setting up an Internet web-site and receive
revenues from its trades, classifieds and planned auctions in the form of agent
commissions from buyers and sellers. The Company also plans to develop certain
relationships with other dealers and collectors to offer services in a
collaborative network via partner coin companies to assist in buying, selling,
trading and auctioning coins and rare currency.

PRODUCT

The Company intends to conduct auctions in a variety of formats that allow coin
collectors to choose the format with which they are most comfortable. Most of
the collectible coins to be sold at the Company's auctions will be obtained on
consignment from third parties or supplied to the Company by selected dealers
who possess the expertise, integrity and the capacity to provide the Company
with high-end coin collectibles for auction on a regular basis. The Company is
currently seeking contractual arrangements with these suppliers that require
them to supply to the Company a minimum dollar value of collectible coins during
each contract period. Other coins to be sold at our auctions will be derived
from collectibles that have been acquired by us for resale. Acquiring
inventories of collectible coins will provide us with greater control over the
quality and value of the collectibles we can make available for sale at our
auctions and enables us to take advantage of opportunities to purchase highly
sought after collectible coins at favorable pricing. To avoid conflicts of
interest, the Company only will acquire collectible coins that have been
previously graded or authenticated, and such collectibles are sold without being
regarded by the Company. Maintaining inventories of coin collectibles, however,
presents valuation risks because of potential fluctuations in their market
prices. The Company will strive to mitigate the market risk of its inventory
through frequent turnover. The Company anticipates the average inventory
turnover, excluding rare coins, is fewer than 120 days. However, the Company may
acquire a large quantity of collectible coins when available, often at
significant discounts. The Company intends to utilize the services of
Professional Coin Grading Service or PCGS to provide an authentication and
grading service which will give collectors and dealers the confidence to buy and
sell high-end coins without physical inspection (commonly referred to as
sight-unseen) through Internet auctions.

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COMMERCE

The Company intends to conduct its auctions in a variety of formats that allow
coin collectors to choose the format with which they are most comfortable. The
auctions will be offered in two forms - premium auctions and monthly auctions.
The premium auctions will feature special or unique coin collectibles. The
Company intends for buyers to initially place bids over the Internet. The
Company will require consignors in our premium auctions to ship their coin
collectibles to the Company prior to auction. By taking physical possession of
the coin collectibles to be sold in auction, the Company will ensure fulfillment
of the transaction. Also, the Company plans to ensure that upon delivery the
auctioned item will meet the description made in our auction materials to the
buyer's complete satisfaction. The Company will photograph and prepare
descriptions for all items consigned to us for auction and compile a listing of
all items to be auctioned in advance of each of our proposed premium auctions.
Collectors can thus view all of the collectibles to be auctioned, along with
complete descriptions, by visiting our web site and viewing online. At the
conclusion of the auction, the Company will handle shipping and payment
transactions. If the buyer is not satisfied, the Company will refund to the
buyer the amount paid for the item. In addition to addressing concerns of
buyers, the Company will also arrange for prompt payment to sellers of the
proceeds of transactions completed in our auctions. Thus, our method of
operation will eliminate the concerns of buyers and sellers in completing
sight-unseen transactions. Management believes that the Company must be
successful in raising equity or debt financing sufficient to meet its current
working capital requirements and to support the expenses associated with
developing the proposed monthly or premium auctions.

Monthly auctions will feature coin collectibles consigned to us by individuals
and by dealers of quality coin collectibles, as well as coin collectibles from
our own inventory. All proposed auctions will be conducted over the Interned and
enable collectors to sell their high-end collectibles in a more timely manner.
Initially, the Company intends to implement proposed monthly auctions and later
expand to offering premium auctions. There can be no assurances that the Company
can develop the proposed monthly or premium auctions, and if the Company cannot
enter into any favorable agreements with partner coin companies to offer the
proposed monthly or premium auctions, it would have a material adverse impact on
the Company. Management has not negotiated or entered into any agreements with
any potential partner coin companies. In addition, management has not developed
any development plans or negotiation standards for dealing with potential
partner coin companies.

SALES AND MARKETING

The number and dollar value of transactions in the coin collectibles markets we
serve are not easily ascertainable. However, PCGS estimates that the annual
dollar value of transactions for certain coin collectibles markets is as
follows: modern commemorative and gold coins - $20 billion; rage coins (U.S.
only) - $1.0 billion. To achieve the Company's goal of becoming the full-service
market place of choice for high-end coin collectibles, the Company intends to
publicize and attract people to its proposed web site through Internet
advertising and print advertisements place in weekly and monthly trade
publications targeted at coin collectors. The Company plans to maintain an
industry presence by attending most major coin collectible trade shows. By
seeing the coin items on display in the Company's booth, visitors will then be
able to log on to our web site at the booth and participate in auctions by
bidding for coins online.

The Company intends to devote significant resources to providing personalized,
customer service and support in a timely manner. The first level of support will
be electronic and automated communications with customers, consignors, and
bidders. This will keep buyers and sellers updated on the status of auctions and
coin collectibles submitted for auction. The next level of support will be the
development of the Company's computer assisted telephone and Internet
information system, through which the Company can track the status of the coins
the Company, will receive for auction. The Company is currently reviewing
different auction software for purchase to accomplish this support level.
Management believes that the Company must be successful in raising equity or
debt financing sufficient to meet its current working capital requirements and
to support the expenses associated with purchasing auction software.

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<PAGE>
The Company also intends to enter into a strategic relationship with eBay or
another such entity that will enable all of its users to access our services and
coin auction. The Company anticipates that numerous customers will gain
immediate access to our co-branded web site and the Company's database.
Management has not negotiated or entered into any agreements with eBay or
another such entity. In addition, management has not developed any development
plans or negotiation standards for dealing with any of these entities.

The Company also anticipates establishing relationships with partner coin
companies with leading coin experts in high-end coin collectible markets. The
experts will provide the Company with collectibles while others will provide
content such as price guides and authoritative information in their areas of
expertise for our web site. Management has currently not negotiated or entered
into any agreements with any potential coin partner company. There can be no
assurance that the terms negotiated by the Company will be acceptable to
potential coin partner companies, and if favorable agreements cannot be made it
would have a material adverse impact on the Company.

OPERATIONS AND TECHNOLOGY

The Company intends to purchase software to maintain monthly auctions and
provide data with respect to previous auctions. This system will handle all
aspects of the auction process and enable users to follow and participate in the
bidding during the course of the auction. The auction system will be integrated
with additional internal software systems to provide full support of the auction
process including: and inventory management system that keeps track of consigned
collectibles as they progress through the system from receipt, to photography,
to auction creation and all the way to final shipment; a customer information
system; and a corporate accounting system. This system will create and send
bidder invoices and consignor sales information immediately after completion of
an auction. The system will support credit card transactions for the winning
bidders. Management believes that the Company must be successful in raising
equity or debt financing sufficient to meet its current working capital
requirement and to support the expenses associated with purchasing software to
maintain monthly auctions.

COMPETITION

The trading of collectibles over the Internet is new, rapidly evolving and
intensely competitive. In the Internet auctions business generally, our
competitors include eBay, Yahoo.com, Onsale.com, Amazon.com, Auction Universe, a
division of Classified Ventures, Inc. and Excite.com. Our competitors in the
Internet collectibles auction business include Collectit.net, Collectors
Supermall, and Numismatists Online. Large corporations with recognized
capabilities in business-to-consumer commerce, including America Online,
Microsoft, Cendant and QVC have large resources, which could also be directed to
compete in the Internet auction market. Barriers to entry are relatively low and
current and new competitors can launch new sites at relatively low cost using
commercially available software. The Company believes that the principal
competitive factors in our Internet auction business will be expertise in the
coin collectibles offered for sale; quality of coin collectibles; population of
buyers and sellers that use the service' availability of related services, such
as authentication and grading, customer service and staff expertise; reliability
of delivery and timely payment; and web site convenience and accessibility.

The traditional auction business is also highly competitive. The Company
competes directly with other companies that specialize in coin collectibles and
have an industry reputation for hosting premium collectibles auctions. Our
competitors in traditional auction markets include Heritage Numismatic Auctions
as well as other reputable companies such as Sotheby's and Christie's, which do
not specialize in, but do conduct coin auctions. In addition, other significant
auction companies that do not presently engage in coin auctions may decide to
enter our markets to compete with us.

If the Company is unable to attract, develop, and maintain relationships with
the proposed partner coin companies; it would have a material adverse impact on
the success of the Company. Reference is made throughout this registration
statement to "partner coin companies" in which the Company anticipates

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<PAGE>
developing a strategic interest with leading coin experts in high-end coin
collectible markets to provide the Company with collectibles, price guides and
authoritative information in their areas of expertise for our web site. The
Company currently has no relationship, by agreement or otherwise, with any
partner company(s).

The Company has no new public announcements of services or products planned.

The Company does not rely on raw materials for conducting its business.

The Company currently has no patents, trademarks, licenses, franchise, royalty
agreements, or labor contracts in place.

The Company will not be dependent on one or a few major customers, but will rely
on the broad-based coin market for developing customers over time.

The Company is unaware of need for governmental approval for its proposed
business plan. The Company is not currently subject to direct federal, state or
local regulation, and laws or regulation applicable to access to or commerce on
the Internet, other than regulations applicable to businesses generally.
However, due to the increasing popularity and use of the Internet and other
online services, it is possible that a number of laws and regulations may be
adopted with respect to the Internet or other online services covering issues
such as user privacy, freedom of expression, pricing, content and quality of
products and services, taxation, advertising, intellectual property rights and
information security. Several states have also proposed legislation that would
limit the uses of personal user information gathered online or require online
services to establish privacy policies. Numerous state, including the State of
California in which our headquarters are located, have regulations regarding the
manner in which "auctions" may be conducted and the liability of "auctioneers"
in conducting such auctions. We do not believe that such regulations, which were
adopted prior to the advent of the Internet, govern the operations of our
business and no state has filed a claim asserting that we are subject to such
legislation. Although we have received no communications from the state of
California or any other state, no legal determination has been made with respect
to the applicability of the California regulations to our business to date and
little precedent exists in this area. Therefore, given the nature of Tugboat's
business, the Company does not anticipate any material costs associated with
compliance with federal, state and local environmental laws and regulations.

The Company does not intend to collect sales tax or other similar taxes on goods
sold by users through our online service. However, one or more states may seek
to impose sales tax collection obligations on out-of-state companies such as
ours which engage in or facilitate online commerce, and a number of proposals
have been made at the state and local level that would impose additional taxes
on the sale of goods and services through the Internet. Since the Internet is
worldwide, other jurisdictions may seek to tax or otherwise our business with
regulatory requirements.

The Company is currently not aware of any federal, state or local laws and
regulations regulating the Internet at this time, which would materially affect
its business activities.

The Company is unaware of any environmental laws (federal, state, or local) that
will have an effect on its proposed business.

The Company has spent no money over the past two years on research and
development.

Currently, the Company has no employees excluding the current officers and
directors. Christos Papadimas, officer and director of the Company, and J.
Michael Page, director of the Company, are currently employed full time. The
officer and directors anticipate devoting, at most, 20 hours per month. This is
only estimation and may be increased or decreased depending on unforeseen
factors. Though no commercial conflicts are anticipated between the current
employers of the officers, directors, and the Company no assurance can be given
that this will continue.

                                       4
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY

The Company owns no real property. The Company is provided sufficient space to
do its present business by a director of the Company. Going forward, the Company
plans to use the offices of the director, at no cost to the Company. Both
parties have agreed to continue this arrangement until the Company begins
operations and/or generates revenue.

ITEM 3. LEGAL PROCEEDINGS.

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

          Title of Class                    Number of Record Holders
          --------------                    ------------------------
             Common                                  47

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this Annual Report on Form 10KSB may contain
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 that are not historical facts and information. These
statements represent the Company's expectations or beliefs, including, but not
limited to, statements concerning future operating results, statements
concerning industry performance, the Company's operations, economic performance,
financial conditions, margins and growth in sales of the Company's products,
capital expenditures, financing needs, as well assumptions related to the
foregoing. For this purpose, any statements contained in this annual report that
are not statements of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are based on current expectations
and involve various risks and uncertainties that could cause actual results and
outcomes for future periods to differ materially from any forward-looking
statement or views expressed herein. The company's financial performance and the
forward-looking statements contained herein are further qualified by other risks
including those set forth from time to time in the documents filed by the
Company with the Securities and Exchange Commission, including the Company's
most recent Form 10SB and on Form 10QSB.

COMPARISON OF YEAR ENDING DECEMBER 31, 2001 WITH DECEMBER 31, 2000.

Net sales were $0 for the years ended December 31, 2001 and 2000.

General and Administrative Expenses were $15,366 for 2001 and $11,208 for 2000.
The change is not considered indicative of any trend.

Net loss was $14,666 for 2001 and $11,208 for 2000. This change is not
considered indicative of any trend.

The Company is still a "Development Stage Company".

The Company had total assets of $1,943 on December 31, 2001 and $4,759 on
December 31, 2000. The decrease in asset was the use of the money in the
business.

It is Management's plan to raise additional funds through the sale of equity or
to seek additional capital through a sale of securities in a private placement.

Management has secured the web site www.tugboatcoins.com and is currently
seeking a web designer to develop the web site. A software program has not been
chosen and management is still seeking to find a program that will be suitable
for the current plans of the Company.

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Management has contacted several potential coin enthusiasts who would like to
post their collectible coins on the Internet to sell at auction. An appraisal
has been conducted on a collection of sunken treasure coins that have been
placed on consignment with the Company. These will be the initial coins used for
the first high-end coin auction. A collection of U.S. proofs, Canadian proofs
and collectible Morgan silver dollars have been place on consignment that will
be used for the first high-end coin sales.

RISK FACTORS

The Company is in the development stage and the market it intends to compete
within is new and emerging. There are several competitors within the marketplace
that have significantly greater financial and management resources than the
Company. The following section describes some of the risk factors specific to
the Company. Individuals should carefully consider the following risk factors,
in addition to the other information presented in this registration statement,
when evaluating the Company's business plan. Any of the following risks could
seriously harm the business and/or prevent the furtherance of the business.

RISKS PARTICULAR TO TUGBOAT INTERNATIONAL, INC.

A. NO OPERATING HISTORY TO EVALUATE.

The Company's business strategy was developed in July 1998 and to date has not
commenced operations or generated revenue. The Company therefore has no
operating history from which you may evaluate our business and prospects. We are
among the many companies that have entered into the coin and rare currency
markets, which sell or plan to sell on the Internet. In addition, many, and
likely all, of our proposed coin partner companies will be in the early stages
of their development. Our business and prospects must be considered in light of
the risk, expense, and difficulties frequently encountered by companies in an
early stage of development, particularly companies in new and rapidly evolving
markets which sell on the Internet.

B. DECLINE IN THE POPULARITY OF HIGH-END COLLECTIBLES COULD IMPACT OUR BUSINESS

The popularity of certain categories of collectibles may vary over time due to
perceived scarcity, subjective value, general consumer trends, changes in the
prices of precious metals, interest rates and other general economic conditions.
Additionally, a decline in the popularity of collectibles, and coins in
particular, would result in fewer transactions in our proposed auctions and
fewer sales from our proposed inventory, reducing our revenue form auction
sales.

C. OUR FUTURE OPERATING RESULTS ARE SUBJECT TO FLUCTUATIONS

Our potential operating results are expected to be unpredictable and we expect
them to fluctuate in the future due to a number of factors, many of which are
outside the Company's control. These factors include:

     -    our ability to significantly increase our customer base;

     -    our ability to obtain or purchase coin collectibles to offer at our
          proposed auctions;

     -    our ability to re-sell our inventory of coin collectibles in a timely
          manner;

     -    our ability to maintain gross margins;

     -    our ability to maintain customer satisfaction;

     -    the general availability and pricing of high-end coin collectibles;

     -    our ability to establish relationships with partner coin companies
          with leading coin experts in high-end coin collectible markets;

     -    costs relating to the expansion of our operations and the introduction
          of new types of services;

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     -    services offered by our competitors and the success of our
          competitors;

     -    technical difficulties with consumers' use of our proposed website or
          service interruptions; and

     -    general economic conditions and economic conditions specific to the
          prices of high-end coin collectibles.

Our future operating results are also dependent on the success of our future
Internet website and the amount of resources that we will need to devote to the
development of our website. Our Internet website is currently not set up and the
Company will be in the early stages of development of the website which will
offer proposed auctions for collectibles that may have a lower average selling
price than what we are anticipating. Development and continued development of
our website will require significant resources. There is a risk that the planned
website will not result in any revenues which would have a negative impact on
our business.

D. WE HAVE HAD NO HISTORY OF OPERATIONS AND EXPECT OPERATING LOSSES IN THE
   FORESEEABLE FUTURE.

The Company expects to incur operating losses for the foreseeable future and if
we ever have operating profits, we may not be able to sustain them. Expenses
will increase as we build an infrastructure to implement our business model. For
example, we expect to hire additional employees, expand information technology
systems, and lease more space for our corporate offices. In addition, we plan to
significantly increase our operating expenses to:

     -    purchasing auction software;

     -    purchasing and maintaining inventory of coin collectibles;

     -    developing a website to keep buyers and sellers updated on the status
          of auctions and coin collectibles submitted for auction;

     -    development of a computer-assisted telephone and Internet information
          system, through which the Company can track the status of the coins
          the Company will receive.

     -    Seeking contractual relationships with selected coin dealers and
          experts in the coin collectible markets to supply coin collectibles
          for auction.

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.

E. WE MAY INCUR LOSSES AS A RESULT OF ACCUMULATING INVENTORY

In addition to auctioning collectibles for other partner coin companies, we
anticipate that approximately 10% of the aggregate sales prices of coin
collectibles sold at our proposed auctions be from our own inventory. The
Company intends to purchase these collectibles from dealers and collectors and
will assume the inventory and price risks of these items until they are sold. If
we are unable to resell our purchased coin collectibles when we want or need to,
or at prices sufficient to generate a profit on their resale, or if the market
value of our inventory of purchased coin collectibles were to decline, the
company's proposed operating results would be negatively affected.

F. THERE ARE LIMITED SUPPLIES OF COIN COLLECTIBLES

Our business will be substantially dependent upon obtaining collectible coins
for reselling. We will depend on dealers, coin collectors and other coin partner
companies for submitting coin collectibles to the company and there is no
guarantee that coin collectible submissions will occur. Any change in proposed

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relationships with these dealers, coins collectors and other coin partner
companies could negatively impact our ability to obtain or auction high-end coin
collectibles in the quantities and at the times we desire. This could impair our
ability to attract a sufficient number of people interested in high-end coin
collectibles to our proposed auctions, which could harm our business.

G. WE FACE COMPETITION IN ATTRACTING COIN COLLECTORS TO OUR PROPOSED
   INTERNET WEBSITE

The market for Internet auctions is highly competitive and most major Internet
websites of such companies as Yahoo!, eBay Inc., Onsale, Inc. and Excite, Inc.,
a subsidiary of At Home Corporation, host Internet auctions where coin
collectibles are traded. Barriers to entry to the Internet auction market are
relatively low, and current and new competitors can launch new websites at
relatively low cost using commercially available software. We potentially face
competition from a number of large Internet communities and services that have
expertise in developing Internet commerce, such as Amazon.com, Inc., America
Online, Inc. and Microsoft Corporation. Other large companies with strong brand
name recognition, substantial resources and experience in Internet commerce,
such as Cedant Corporation, QVC, Inc. and other large media companies may also
seek to compete in the Internet auction market. In addition to currently or
potentially competing for auction services with major Internet commerce
companies, we also compete with a number of other small service providers
including those that specifically serve the coin collectible markets.
Competitive pressures created by any one of these companies, or by our
competitors collectively, could harm our business.

Some of our competitors have longer operating histories in Internet commerce,
large customer bases, greater brand name recognition and significantly greater
financial, marketing, technical and other resources. In addition, other Internet
trading services may be acquired by or enter into commercial relationships with
large, well-established and well-financed companies as use of the Internet
increases. Further, there is a risk that someone could create a website that
draws auction information from numerous auction websites to create a
consolidated auction. Such an "auction supermarket: could reduce the amount of
traffic we receive on our potential website and have a negative effect on our
Internet business.

H. TRADITIONAL AUCTION BUSINESS IS HIGHLY COMPETITIVE

The traditional auction business is also highly competitive. We will compete
directly with other companies that specialize in coin collectibles and have an
industry reputation for hosting premium coin collectibles auctions, including
Heritage Numismatic Auctions, Inc., Collectors Universe, Inc. as well as other
companies such as Sotheby's, Inc., Christie's, Inc. and Greg Manning Auctions,
Inc., which do not specialize in but do conduct coin auctions. These competitors
each have the ability to attract buyers to their auctions as a result of their
reputation and the quality collectibles they obtain through their industry
connections. In addition, other reputable auction companies that do not
presently engage in auctions for coins or other collectibles that are the focus
of our business may decide to enter our markets to compete with us. These
companies have greater name recognition and have greater financial and marketing
resources than we do. If these auction companies are successful in entering the
specialized high-end coin collectibles markets in which we plan to participate
or dealers participate less in our auctions, we may attract fewer buyers and our
business could be harmed.

I. GROWTH AND ACQUISITION MAY STRAIN OUR MANAGEMENT, OPERATIONAL AND
   FINANCIAL RESOURCES

There can be no assurances that our planned facilities, proposed computer
systems, personnel and inventory controls will be adequate to support any future
operations. In addition, there is a risk that we may not be able to expand our
coin collectibles operations to allow for additional capacity at the same rate
as market demand may be created.

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<PAGE>
If appropriate opportunities present them, we also intend to acquire businesses,
technologies, services or products that we believe will help us develop and
expand our business. The process of integrating and acquired business,
technology, service, or product may result in operating difficulties and
expenditures which we cannot anticipate and may absorb significant management
attention that would otherwise be available for further development of our
existing business. Moreover, the anticipated benefits of any acquisition may not
be realized. Any future acquisitions of other businesses, technologies, services
or products might require us to obtain additional equity or debt financing,
which might not be available to us on favorable terms or at all, and might be
dilutive. Additionally, we may not be able to successfully identify, negotiate
or finance future acquisitions or to integrate acquisitions with our current
proposed business.

J. WE RUN A RISK OF PROPOSED SYSTEM CAPACITY CONSTRAINTS AND SYSTEM FAILURE

We will seek to generate a high volume of traffic and transactions on our
proposed website. If we generate too much traffic to our proposed website, our
website will exceed its capacity, load slowly and be less responsive. This may
potentially drive away customers. Our inability to integrate software and
hardware or to develop and further upgrade our technology to accommodate
increased traffic on our proposed websites or increased transaction volume
through our proposed processing systems may cause unanticipated system
disruptions, slower response times, degradation in levels of customer service,
impaired quality of the user's experience on our proposed websites, and delays
in reporting accurate financial information.

K. WE FACE THE LOSS OF KEY PERSONNEL WHICH COULD ADVERSELY AFFECT PROPOSED
   OPERATIONS

Our performance is greatly dependent on the performance of our management and
directors. The loss of the services of our executive officer or directors could
harm our business. Our key management people have some expertise in purchasing
coin collectibles and preparing auctions that will be attractive to buyers of
high-end coin collectibles. The loss of these management people could have a
negative impact on our reputation for expertise in the coin collectibles
markets. Additionally as the company operations get underway, we must identify,
attract, hire, train, retain and motivate other highly skilled technical,
managerial, marketing and customer service personnel, including programmers.
Competition for highly skilled technical, managerial, marketing and customer
service personnel is intense. We may not be able to successfully attract,
integrate or retain sufficiently qualified personnel, which failure could harm
our business.

L. WE ARE DEPENDENT ON THE CONTINUED GROWTH OF INTERNET COMMERCE

Our business could be harmed if any of the following situations occur:

     -    the use of the Internet does not continue to grow or grows more slowly
          than expected;

     -    the Internet's infrastructure does not effectively support the growth
          that may occur; and

     -    the Internet does not become a viable commercial marketplace.

The market for the sale of goods over the Internet is a new and emerging market.
Rapid growth in the use of, and interest in, the Internet is a recent phenomenon
and may not continue to develop.

                                       9
<PAGE>
M. INSECURE TRANSMISSION OF CONFIDENTIAL INFORMATION AND THIRD PARTY MISCONDUCT
   COULD HURT CUSTOMER CONFIDENCE IN INTERNET COMMERCE

Many consumers are concerned about transmitting confidential information, such
as credit card numbers, over the Internet. Public confidence in secure
transmissions is a significant barrier to Internet commerce and communications.
We will seek out encryption technology licensed from third parties to transmit
confidential information, including customer credit card numbers. In addition,
our servers will be vulnerable to computer viruses, physical or electronic
break-ins, deliberate attempts by third parties to exceed the capacity of our
systems and similar disruptive problems. Computer viruses, break-ins or other
problems caused by third parties could lead to any interruptions, delays, loss
of data or cessation in service to users of our services and products. The law
relating to the liability of Internet service companies for information carried
on or disseminated through their services is currently unsettled. It is possible
that claims could be made against Internet service companies under both US and
foreign law for defamation, libel, invasion of privacy, negligence, copyright or
trademark infringement, or other theories based on the nature and content of the
materials disseminated through their services. Concerns regarding liability for
information disseminated over the Internet and the adoption of any additional
laws or regulations may decrease the growth of the Internet, which could
decrease the demand for our Internet auctions and other services.

N. ADDITIONAL REGULATIONS COULD BE IMPOSED ON OUR INDUSTRY

AUTHORITIES COULD IMPOSE ADDITIONAL REGULATIONS ON COLLECTIBLES AND AUCTION
MARKETS. The collectible coin and other high-end collectibles markets are not
currently subject to direct federal, state or local regulation, although
auctions in general and the sale of certain artwork and autographed sports
memorabilia are regulated in some states. However, from time to time authorities
discuss additional regulations, which could impose restrictions on the
collectibles industry, such as regulating collectibles as securities or
requiring collectibles dealers to meet certain registration or reporting
requirements, and impose restrictions on the conduct of auction businesses.
Adoption of laws or regulations of this nature could increase the complexity and
costs of conducting auctions, which might decrease our ability to attract
sellers and buyers. In addition, due to the increasing popularity and use of the
Internet, laws and regulations may be adopted with respect to the Internet that
could significantly limit our Internet auction business or otherwise harm our
business.

O. STATES COULD IMPOSE OBLIGATIONS TO COLLECT SALES TAXES.

It is the Company's intention not to collect sales or other similar taxes on
goods sold by users through our proposed Internet auction service. However, one
or more states may seek to impose sales tax collection obligations on
out-of-state companies such as ours, which engage in or facilitate Internet
commerce, and a number of proposals have been made at the state and local level
that would impose additional taxes on the sale of goods and services through the
Internet. If adopted, these proposals could substantially impair the growth of
Internet commerce, and could adversely affect our ability to profit from
Internet commerce. Moreover, a successful assertion by one or more states or any
foreign country that we should collect sales or other taxes on the exchange of
merchandise on our proposed auctions could harm our business.

                                       10
<PAGE>
P. WE ARE LARGELY CONTROLLED BY MANAGEMENT

Our officer and director currently owns or controls a substantial majority of
our outstanding common stock. If he acts in concert, he will continue 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, set dividend policy and
otherwise generally determine our management. This management control could
prevent, or make more difficult, on-going business.

Q. WE WILL RELY ON THIRD PARTIES FOR VARIOUS INTERNET AND PROCESSING SERVICES

In addition to our merchandise suppliers, our proposed operations will depend on
a number of third parties for Internet access, delivery services and credit card
processing. We will have limited control over these third parties and no
long-term relationships with any of them. For example, we will not own a gateway
onto the Internet, but instead, rely on Internet service providers to connect
our website tot he Internet. Should the third parties that we will rely on for
Internet access, delivery services or credit card processing services be unable
to serve our needs for a sustained time period as a result of a strike, natural
disaster or other reason, our business could be harmed.

                                       11
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS

                                ARMANDO C. IBARRA
                          CERTIFIED PUBLIC ACCOUNTANTS
                          (A Professional Corporation)


Armando C. Ibarra, C.P.A.                   Members of the California Society of
Armando Ibarra, Jr., C.P.A.                 Certified Public Accountants


                          INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying balance sheets of Tugboat  International,  Inc.
(A Development  Stage Company) as of December 31, 2001, and 2000 and the related
statements of operations,  changes in stockholders'  equity,  and cash flows for
the years then ended.  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 audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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 audits provide 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 Tugboat International,  Inc. as
of December 31, 2001 and 2000,  and the results of its  operations  and its cash
flows  for  the  periods  then  ended  in  conformity  with  generally  accepted
accounting principles.


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

March 21, 2002
Chula Vista, California

                                       12
<PAGE>
                    TUGBOAT INTERNATIONAL, INC.
                   (A Development Stage Company)
                          Balance Sheets
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         As of              As of
                                                                       December 31,       December 31,
                                                                          2001               2000
                                                                        --------           --------
<S>                                                                     <C>                <C>
                                  ASSETS

CURRENT ASSETS
  Cash                                                    $  1,467           $  4,283
                                                          --------           --------

TOTAL CURRENT ASSETS                                         1,467              4,283
                                                          --------           --------

OTHER ASSETS
  Organization costs                                           476                476
                                                          --------           --------

TOTAL OTHER ASSETS                                             476                476
                                                          --------           --------

        TOTAL ASSETS                                      $  1,943           $  4,759
                                                          ========           ========

CURRENT LIABILITIES
  Loan payable                                            $      0           $    700
                                                          --------           --------

TOTAL CURRENT LIABILITIES                                        0                700
                                                          --------           --------

        TOTAL LIABILITIES                                        0                700

STOCKHOLDERS' EQUITY
  Preferred stock, ($.0001 par value,
    20,000,000 shares authorized; none
     issued and outstanding.)                                    0                  0
  Common stock, ($.0001 par value,
    80,000,000 shares authorized; 5,544,000
    5,419,000 shares issued and outstanding as
    of December 31, 2001 and 2000 respectively.)               554                542
  Additional paid-in capital                                29,896             17,408
  Stock subscription receivable                                  0                (50)
  Deficit accumulated during development stage             (28,507)           (13,841)
                                                          --------           --------

TOTAL STOCKHOLDERS' EQUITY                                   1,943              4,059
                                                          --------           --------
        TOTAL LIABILITIES & STOCKHOLDERS' EQUITY          $  1,943           $  4,759
                                                          ========           ========

</TABLE>
                                       13
<PAGE>
                           TUGBOAT INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                               July 20, 1998
                                                                                (inception)
                                              Year Ended       Year Ended         through
                                             December 31,      December 31,     December 31,
                                                 2001             2000             2001
                                             -----------       -----------      -----------
<S>                                          <C>               <C>              <C>
REVENUES
  Revenues                                      $         0         $         0         $         0
                                                -----------         -----------         -----------

TOTAL REVENUES                                            0                   0                   0

GENERAL & ADMINISTRATIVE EXPENSES                    15,366              11,208              29,207
                                                -----------         -----------         -----------

TOTAL GENERAL & ADMINISTRATIVE EXPENSES              15,366              11,208              29,207

OTHER INCOME & (EXPENSES)
  Other income                                          700                   0                 700
                                                -----------         -----------         -----------

TOTAL OTHER INCOME & (EXPENSES)                         700                   0                 700
                                                -----------         -----------         -----------

NET LOSS                                        $   (14,666)        $   (11,208)        $   (28,507)
                                                ===========         ===========         ===========

BASIC LOSS PER SHARE                            $     (0.00)        $     (0.00)
                                                ===========         ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
 OUTSTANDING                                      5,497,767           5,201,192
                                                ===========         ===========
</TABLE>
                                       14
<PAGE>


                           TUGBOAT INTERNATIONAL, INC.
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
            From July 20, 1998 (inception) through December 31, 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                              Accumulated
                                                      Common     Additional      Stock          During
                                         Common       Stock       Paid-in     Subscription    Development
                                          Stock       Amount      Capital      Receivable        Stage         Total
                                          -----       ------      -------      ----------        -----         -----
<S>                                     <C>          <C>          <C>          <C>             <C>          <C>
Stock issued for cash on July 20, 1998
@ $0.0001 per share                     5,000,000    $    500     $   500         $  0          $      0     $  1,000
Net loss, July 20, 1998 (inception)
through December 31, 1998                      00          00          00           00                 0            0
                                        ---------    --------     -------         ----          --------     --------
BALANCE,  DECEMBER 31, 1998             5,000,000         500         500            0                 0        1,000
                                        =========    ========     =======         ====          ========     ========
Stock issued for cash on March 20, 1999
@ $0.0001 per share                       169,000          17      16,883           00                00       16,900
Net loss,  December 31, 1999                   00          00          00           00            (2,633)      (2,633)
                                        ---------    --------     -------         ----          --------     --------
BALANCE,  DECEMBER 31, 1999             5,169,000         517      17,383            0            (2,633)      15,267
                                        =========    ========     =======         ====          ========     ========
Stock issued for cash on November 15,
2000 @ $0.0002 per share                  250,000          25          25          (50)               00            0
Net loss, December 31, 2000               (11,208)    (11,208)
                                        ---------    --------     -------         ----          --------     --------
BALANCE,  DECEMBER 31, 2000             5,419,000         542      17,408          (50)          (13,841)       4,059
                                        =========    ========     =======         ====          ========     ========
Stock subscription receivable                  00          00          00           50                00           50
Stock issued for cash on May 14, 2001
@ $0.10 per share                          62,500           6       6,244           00                00        6,250
Stock issued for cash on May 18, 2001
@ $0.10 per share                          62,500           6       6,244           00                00        6,250
Net loss,  December 31, 2001                   00          00          00           00           (14,666)     (14,666)
                                        ---------    --------     -------         ----          --------     --------
BALANCE, DECEMBER 31, 2001              5,544,000    $    554     $29,896         $  0          $(28,507)    $  1,943
                                        =========    ========     =======         ====          ========     ========
</TABLE>
                                       15
<PAGE>
                           TUGBOAT INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                              July 20, 1998
                                                                                               (inception)
                                                          Year Ended         Year Ended          through
                                                          December 31,       December 31,       December 31,
                                                             2001               2000               2001
                                                           --------           --------           --------
<S>                                                        <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                 $(14,666)          $(11,208)          $(28,507)
  Decrease in accounts receivable                                 0              3,100                  0
  (Increase) in incorporation costs                               0                  0               (476)
  (Decrease) in accounts payable                               (700)               100                  0
                                                           --------           --------           --------

        NET CASH (USED) BY OPERATING ACTIVITIES             (15,366)            (8,008)           (28,983)

CASH FLOWS FROM INVESTING ACTIVITIES

        NET CASH PROVIDED BY INVESTING ACTIVITIES                 0                  0                  0

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock                                                   12                 25                554
  Additional paid-in capital                                 12,488                 25             29,896
  Subscription receivable                                        50                (50)                 0
                                                           --------           --------           --------

        NET CASH PROVIDED BY FINANCING ACTIVITIES            12,550                  0             30,450
                                                           --------           --------           --------

NET INCREASE / (DECREASE) IN CASH                            (2,816)            (8,008)             1,467

CASH AT BEGINNING OF YEAR                                     4,283             12,291                  0
                                                           --------           --------           --------

CASH AT END OF YEAR                                        $  1,467           $  4,283           $  1,467
                                                           ========           ========           ========
</TABLE>
                                       16
<PAGE>
                           TUGBOAT INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of December 31, 2001


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Tugboat International, Inc was incorporated in the State of Delaware, United
States of America on July 20, 1998, under the Delaware Revised Statutes, Chapter
78, Private Companies.

The Company is in the development stage. Its activities to date have been
limited to capital formation, organization, and acquisition of goods on
consignment and website construction.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31, year end.

B. 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 June 23, 1999 (inception).

Basic net loss per share amounts is computed by dividing the net loss 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.

C. CASH EQUIVALENTS

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

D. 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.

                                       17
<PAGE>
                           TUGBOAT INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of December 31, 2001


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

D. INCOME TAXES (CONTINUED)

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.

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 Company's financial statements are prepared using 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 no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through sale of its securities through private placements.

NOTE 5. RELATED PARTY TRANSACTION

The Company neither owns nor leases any real or personal property. A director
provides office services without charge. 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 as they
become 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.

                                       18
<PAGE>
                           TUGBOAT INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of December 31, 2001


NOTE 6. INCOME TAXES

                                             As of                   As of
                                       December 31, 2001       December 31, 2000
                                       -----------------       -----------------
     Deferred tax assets:

     Net operating tax carryforwards        $ 4,284                 $ 2,076
                                            -------                 -------
     Other                                        0                       0

     Valuation allowance                     (4,276)                 (2,076)
                                            -------                 -------

     Net deferred tax assets                $     0                 $     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


     1999  Net Operating Loss                                       $  (2,633)
     2000  Net Operating Loss                                         (11,208)
     2001  Net Operating Loss                                         (14,666)
                                                                    ---------
     Net Operating Loss                                             $ (28,507)
                                                                    =========

As of December 31, 2001, the Company has net operating loss carryforwards of
approximately $ 28,507. Net operating loss carryforward expires twenty years
from the date the loss was incurred.

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

None.

                                       19
<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16 (a) OF THE EXCHANGE ACT.

A. The Directors and Officers of the Company, all of whose terms will expire one
year from their election, or at such a time as their successors shall be elected
and qualified are as follows:

Name and address              Age          Position                Date Elected
----------------              ---          --------                ------------
Christos Papadimas            26           Director, President        7/20/98
Prosimni, Argolidos                        Secretary, Treasurer
Greece

J. Michael Page               57           Director                   5/22/00
1445 Marpole Ave #409
Vancouver, BC V6H 1S5

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

Resumes of the Directors and Officers of the Company are:

Christos Papadimas - Director, President and Secretary. Since 1998, Mr.
Papadimas has served as President, Secretary and Director of Tugboat
International, Inc. Within the past year, Mr. Papadimas has moved to his native
Greece and has spent the last year in the restaurant and hospitality business.
The previous three years he spent his time as a broker and wholesaler of
automobiles. From 1992-1996, Mr. Papadimas was involved in the restaurant and
hospitality business. He majored in Economics at the University of Simon Fraser,
Burnaby, British Columbia, Canada.

J. Michael Page - Director. Mr. Page has vast experience in managing and
developing business and business activities in a wide array of industries. Mr.
Page has experience in Management, Marketing and Product/Business Development in
emerging developing companies. Mr. Page, a business management consultant,
currently serves as a Director of the Company since May 2000. From 1998 to 2000,
he served as a Director of Cortez Development, ltd. From 1996 to 1999, he served
as President and Director of Galveston Oil & Gas, Inc. From 1987 to 1996, Mr.
Page served as an executive with Equus Technologies, Ltd., computer software
company which trades on the CDNX Exchange.

ITEM 10.  EXECUTIVE COMPENSATION

None of the officers of directors receives or has received any remuneration from
the Company.

There is no annuity, pension or retirements benefit proposed to be paid to
officers, directors or employees of the Company in the event of retirement at
normal retirement date pursuant to any presently existing plan provided or
contributed to by the company or any of its subsidiaries, if any.

                                       20
<PAGE>
No remuneration is proposed to be paid in the future directly or indirectly by
the Company to any officer or director under any plan, which presently exists.
No options have been granted. The Company has not decided when and in what
circumstances it will start paying officers and directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the Common Stock
ownership as of February 28, 2002, of each officer, director and who is known to
the Company as management or to be the beneficial owner of more than five
percent of the Company's Common Stock. As of February 28, 2002 there were
5,544,000 common shares outstanding.

Name and Address           Amount and Nature of
Of Beneficial Owner        Beneficial Ownership               Percent Ownership
-------------------        --------------------               -----------------
Christos Papadimas          5,000,000 (Direct)                      90.2%
Prosimni, Argolidos
Greece

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
5,544,000 outstanding shares on February 28, 2002.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On July 20, 1998, the Company issued 5,000,000 shares of its common stock to its
president, Christos Papadimas, for a total payment of $1,000.

On November 15, 2000, the Company issued 250,000 shares of its common stock to
its director, J. Michael Page, for a total payment of $50.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

      (3) (i)  Articles of Incorporation*
          (ii) By-Laws*
      (23)     Consent of Armando Ibarra CPA

----------
* Incorporated by reference to filing 10SB12G/A filed 1/9/01

(b) There are no reports on Form 8-K.

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     Tugboat International, Inc.


                                     /s/ Christos Papadimas
                                     ---------------------------------
Date: April 10, 2002                 Christos Papadimas
                                     President

                                       21