Commission File No. 000-25487


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                   FORM 10-KSB


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


                  For the Fiscal Year Ended: December 31, 2002


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


                     For the Transition Period From __ to __


                           DOMAIN REGISTRATION, CORP.
        _________________________________________________________________
        (Exact Name of Small Business Issuer as Specified in its Charter)


            NEVADA                                               88-0409159
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


  6767 W. Tropicana Avenue, Suite 207
         Las Vegas, Nevada                                              89103
________________________________________                              __________
(Address of principal executive offices)                              (Zip code)


                   Issuer's telephone number: (702) 248-1047


       Securities to be registered pursuant to Section 12(b) of the Act:

                                      none


       Securities to be registered pursuant to Section 12(g) of the Act:

                               $.001 Common Stock
                                (Title of Class)


         Check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or 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 disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendments to this
Form 10-K. /X/


<PAGE>


         As of December 31, 2002, there were 4,100,000 shares of the
registrant's Common Stock, $.001 par value, outstanding.

         The aggregate market value of shares of Common Stock held by
non-affiliates of the registrant, as of the last business day of registrant's
most recently completed fiscal quarter, and as of the date hereof, is $-0-.

         State the registrant's revenues for the December 31, 2002 fiscal year:
$-0-.


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                                TABLE OF CONTENTS

                                                                            Page


Item 1.  Description of Business

Item 2.  Description of Property

Item 3.  Legal Proceedings

Item 4.  Submission of Matter to Vote of
         Security Holders

Item 5.  Market for Common Registrant Equity and
         Related Stockholder Matter

Item 6.  Management's Discussion and Analysis
         or Plan of Operation

Item 7.  Financial Statements

Item 8.  Changes in and Disagreements with
         Accountants on Accounting and Financial
         Disclosure

Item 9.  Directors, Executive Officers, Promoters
         and Control Persons; Compliance with
         Section 16(a) of the Exchange Act

Item 10. Executive Compensation

Item 11. Security Ownership of Certain
         Beneficial Owners and Management

Item 12. Certain Relationships and
          Related Transactions

Item 13. Exhibits and Reports on Form 8-K

         Signature and Certifications


                                       3.


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ITEM 1.           DESCRIPTION OF BUSINESS.
                  -----------------------

Introduction.

                  We (Domain Registration, Corp.) were a wholly-owned subsidiary
of Suzy-Path, Corp., a Nevada corporation. Suzy-Path, Corp. became the successor
issuer to Bahamas Enterprises, Inc., a Nevada corporation organized under the
laws of the State of Nevada on July 10, 1996. Domain Registration, Corp. became
the successor company (successor by merger - acquisition of assets) in
connection with a series of articles and plans of merger which resulted in the
acquisition of all of the assets subject to the liabilities and obligations of
each of Bahamas Enterprises, Inc. and Suzy-Path, Corp.

                  Pursuant to Rule 12g-3(a) of the general rules and regulations
of the Securities and Exchange Commission, we elected to become the successor
issuer to Bahamas Enterprises, Inc. and Suzy-Path, Corp. because of our direct
acquisition of the assets compromising a going business for reporting purposes
under said Securities Exchange Act of 1934, as amended, and we elect to report
under said Act. We have adopted December 31 as our fiscal year end to coincide
with the fiscal year ends of Bahamas Enterprises, Inc. and Suzy-Path, Corp.

                  The discussion contained herein contains "forward- looking
statements" that involve risk and uncertainties. These statements may be
identified by the use of terminology such as "believes," "expects," "may,"
"will," "should" or anticipates" or expressing this terminology negatively or
similar expressions or by discussions of strategy. The cautionary statements
made in this Form 10KSB report should be read as being applicable to all related
forward-looking statements wherever they appear in this prospectus. Our actual
results could differ materially from those discussed in this report.

                  Important factors that could cause or contribute to such
differences include those discussed under the caption entitled "Risk Factors,"
as well as those discussed elsewhere in this Form 10KSB.

Company Summary.

A.   Our Business.

                  We are a referral agent and we collect a selling commission
for referring customers who purchase Verio, Inc.'s ("Verio") domain registration
services, web hosting services and e-commerce services.


                                       4.


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                  We have been appointed as a non-exclusive authorized sales
representative in the United States to solicit sales of Verio's services. We are
an independent contractor and we participate in what is known as Verio's Web
Agent Referral Program ("WARP program"). We make residual income for referring
business to Verio. Our current agreement commenced as of September 28, 2001 and
remains in effect for two years unless terminated pursuant to the provisions of
the agreement. We may request up to three one-year extensions of the agreement.

                  We can direct our customers to visit our web sites to place
orders or we can place orders on behalf of our customers or visitors can access
our web sites that allows them to place orders directly. The visitors are
tracked through our sites so when a visitor places an order on our page, we
receive a commission for the sale after payment to Verio.

                  Although we consider our web sites "under construction," the
web sites are available to be accessed on the World Wide Web. We have defined
"under construction" to mean that we intended to make substantive changes or
improvements to the web sites.

B.         Verio.

                  We refer all of our domain registration and web hosting
services to Verio. This is accomplished through hypertext links. These
"hyperlinks" allow a visitor to our web sites (co-branded web page) to easily
and quickly click-connect to Verio's location on the World Wide Web. Verio is a
large web hosting company and a provider of comprehensive Internet services.
Although potential customers could go directly to Verio (or any other third
party) provider of domain registration services, web hosting services and
e-commerce services, we believe that the so-called low end, entry level services
which we market, through Verio's web agent referral program, constitutes a less
competitive niche wherein we may be able to achieve residual income for
referring customers to Verio through the use of a user friendly web site.

C.         We May Not be Able to Continue as a Going Concern.

                  Our auditor has prepared our financial statements assuming
that we will continue as a going concern and he has issued a qualified report.
The financial statements contemplate the realization of assets and the
liquidation of liabilities in the normal course of business. Currently, however,


                                       5.


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we do not have sufficient cash or other material assets nor do we have
sufficient operations or an established source of revenue to cover our
operational costs that would allow us to continue as a going concern. The
officers and directors (majority shareholders) have committed to advancing us
funds for limited operating costs incurred.

D.         Financial Condition.

                  We currently have limited liquid current assets and we have
received no revenue from operations. Our web sites have been accessed by
visitors and we may have sales pending. We have a loss from inception through
December 31, 2002 of $49,543. Without the implementation of any marketing plan,
our current "burn rate" is less than $80 per month. Upon implementation of our
marketing plan, we expect that our "burn rate" will increase to approximately
$800 per month. Not to exceed $500 per month will be expended for maintaining
our web sites and for the strategic listing of our web sites with major search
engines. The balance of approximately $300 will be utilized in connection with
establishing reciprocal click-through agreements with complementary web sites
and for the expenses of having us comply with the federal securities laws.

                  The officers and directors have agreed to fund our "burn
rate," and expenses of having us comply with the federal securities laws (and
being a public company) and have orally agreed to extend, if required, a "line
of credit" in the amount of $10,000, without interest, to implement our
marketing plan. An original line of credit expired on August 31, 2002. On March
1, 2003, the officers reinstated the line of credit. This line of credit will
expire on December 31, 2003. As of the date hereof, no funds have been drawn
down on the line of credit. These agreements may not be enforceable.

                  As we are deemed to be a development stage company, we have a
net loss and may not be profitable in the future. If we do not achieve any
revenue growth sufficient to absorb our planned expenditures, we could
experience additional losses in future periods. These losses or fluctuations
that our operating results could cause a shareholder to have the financial risk
of losing his entire investment.

E.       Our Competitive Disadvantage.

                  We face competition from many entities providing services
similar to ours. The market for the providing of domain registration and web


                                       6.


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service hosting is extremely competitive, highly fragmented, and has no
substantial barriers to entry. Verio is also a direct competitor of ours. Our
unproven market strategy will include the strategic listing of our web sites
with major search engines so our customers can find us and will include
reciprocal click-through agreements with complementary web sites who may refer
customers to our web sites. Although we are reliant upon Amy Hadley, our
president, for implementing our marketing strategy, the limited part-time
contribution of her time and a lack of experience may not be sufficient for us
to implement our marketing strategy. Domain registration services supplied by
competitors are substantially identical in nature but web hosting services can
be more specialized.

                  With customers obtained and secured only through the Internet,
with the ability to have a customer talk directly to one of our representatives
(supplied through Verio), with the emphasis on the low-end entry-level market,
we believe that we will have an ability to generate revenues from customers
registering domain names and/or utilizing Verio's web hosting services. We
define low-end entry-level participants as newer users of the Internet with a
very limited budget to expend on domain registration and web hosting. However,
there is no assurance that will be able to compete effectively in the low-end
entry level service market when we have management that lacks relevant business
experience and with one part-time employee, Amy Hadley, who will be devoting
limited time to our efforts. We may not have market acceptance of our services
and the limited experiences and part-time effort of Amy Hadley puts us at a
competitive disadvantage and makes our future uncertain.

F.  Transactional Background.

                  Domain Registration, Corp. was a wholly owned subsidiary of
Suzy-Path, Corp., a Nevada corporation. Suzy-Path, Corp. became the successor
issuer to Bahamas Enterprises, Inc., a Nevada corporation organized under the
laws of the State of Nevada on July 10, 1996. Domain Registration, Corp. became
the successor company (successor by merger - acquisition of assets) in
connection with a series of articles and plans of merger which resulted in the
acquisition of all of the assets subject to the liabilities and obligations of
each of Bahamas Enterprises, Inc. and Suzy-Path, Corp. and our issuance of
Common Shares in connection with the transaction.

                  Bahamas Enterprises, Inc. was incorporated in Nevada on July
10, 1996. From July 10, 1996 until January 17, 1999, Nevada Corporate
Headquarters, Inc. (the resident agent in the State of Nevada) provided the


                                       7.


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officers and directors of Bahamas Enterprises, Inc. (Cort W. Cristie and Maurice
O'Bannon) at the request of Felicia May Nilson, Stuart Curtis Nilson and Vickie
L. Andre, the majority shareholders of Bahamas Enterprises, Inc. At all times
from January 17, 1999 to October 9, 2001, Felicia May Nilson, Stuart Curtis
Nilson and Vickie L. Andre were the officers and directors of Bahamas
Enterprises, Inc. On October 9, 2001, Vickie L. Andre resigned as an officer and
director of Bahamas Enterprises, Inc. Suzy-Path Corp. was incorporated in Nevada
on September 16, 1999. At all times prior to October 10, 2001, Amy Hadley was
the sole officer, director and shareholder of Suzy-Path Corp. Domain
Registration, Corp. was incorporated in Nevada on July 16, 1999 and became and
was a wholly owned subsidiary of Suzy Path, Corp. At all times prior to October
10, 2001, Amy Hadley was the sole officer and director of Domain Registration,
Corp. and all of the issued and outstanding shares of Domain Registration, Corp.
were owned by Suzy-Path Corp.

                  From October 10, 2001 (upon completion of the acquisition of
assets - mergers) to the date hereof, the officers and directors of Domain
Registration, Corp. were and are Amy Hadley, Felicia May Nilson and Stuart
Curtis Nilson.

                  In connection with the series of transactions which resulted
in the acquisition of assets - mergers and the issuance of our Common Shares,
the negotiations for the transaction was negotiated on an "arm's length" basis,
the determining factor being the percentage ownership of the resulting company.
At all times prior to October 10, 2001, Amy Hadley had a pre-existing personal
and business relationship with the officers and directors of Bahamas
Enterprises, Inc. and also had a similar relationship with certain of the
shareholders of Bahamas Enterprises, Inc.

Business.

                  Prior to the issuance of the Common Stock as part of the
series of transactions which resulted in the acquisition of assets - mergers and
currently, we had web sites that we consider to be "under construction."
Although we have defined "under construction" to mean that we intend to make
substantive changes or improvements to the web sites, the web sites can be
accessed by visitors through the world wide web. We own the domain names
suzypathcorp.com, e-domainregistrationcorp.com and domainandwebhosting.com and
we will further develop these web sites with the services relating to referring
for sale domain registration and web hosting programs. Our web sites and its
linked contents do not form any part of this Form 10KSB.


                                       8.


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                  We intend to enhance our "under construction" web sites and we
intend to offer additional Verio products, if and when available, to meet
potential customers changing requirements. We have no current plans, commitments
or understandings to acquire or merge with any other company.

Principal Services.

                  We are a referral agent and we collect a commission for
referring qualified clients who purchase Verio's domain registration services
and web hosting. On September 28, 2001, we entered into an agreement with Verio
wherein we have been appointed as a non-exclusive authorized sales
representative in the United States to solicit sales of Verio's services. These
services include various domain registration services, web hosting services and
e-commerce services. The agreement commenced as of September 28, 2001 and shall
remain in effect for two years unless terminated pursuant to the provisions of
the agreement. We may request up to three one year extensions of the agreement
provided we make each such extension request in writing not more than 180 days
and not less than 90 days before the expiration of the then current term. We are
an independent contractor and we participate in what is known as Verio's Web
Agent Referral Program ("WARP program"). We make this residual income for
referring business to Verio. We start by earning 20% of revenue collected from
each and every customer that signs up for web hosting services and can increase
up to 30% when we have signed up in excess of 200 accounts. Verio provides us
with a co-branded web page that we customize with our own introductory text and
banner. Our agreement with Verio provides that we may not contact or deal with
any of Verio's customers or customers that we have brought to Verio for a period
of two years after the termination of our Warp program. Although we are able to
market and refer customers to other third-party domain name registrars, web
hosting sites or services other than Verio, we have no intention to engage in
such activity. We have no other agreements to provide domain name registration,
web hosting sites or services and we have no intention to enter into such
agreements during the term of our agreement with Verio.

                  Our web sites are at http://www.suzypathcorp.com,
http://www.e-domainregistrationcorp.com and http://www.domainandwebhosting.com
and our domain address at Verio is http://www.domainregistration.v-warp.com/
(our web sites and the linked contents to Verio's web sites do not form any part
of this report).


                                       9.


<PAGE>


                  We can direct our customers to visit our web sites to place
orders or we can place orders on behalf of our customers (directly or through
our sales representatives at Verio) or visitors can access our web sites, which
allows them to place orders directly. The visitors are tracked through our sites
using cookies (defined as a mechanism which server side connections can use to
both store and retrieve information on the client side of the connection) so
when a tracked visitor places an order on our page, we receive a commission for
the sale after the customer makes payment to Verio. We will be paid six times a
year, every other month, and we will be mailed a commission check for collected
revenues on the accounts that we sign up during the previous period. The
commissions are paid on collected revenues and, we have been informed by Verio,
that due to invoice processing procedures, invoices may take three to five days
to complete processing. If the processing procedure occurs at the end of the
cycle, we will receive the commission in the following cycle. Verio will make
commission payments to us based on the following payment schedule:

                  Commission Periods          Payment Date
                  __________________     __________________________

                  1/1 through 2/28       Paid end of month April
                  3/1 through 4/30       Paid end of month June
                  5/1 through 6/30       Paid end of month August
                  7/1 through 8/31       Paid end of month October
                  9/1 through 10/31      Paid end of month December
                  11/1 through 12/31     Paid end of month February

                  We have no procedures in place to resolve disputes between
Verio and us regarding the payment of commissions.

                  Under the Warp program, we are not permitted to knowingly
market our services to a current customer of Verio and in the event that we
solicit a current customer of Verio to buy services, Verio is under no
obligation under our Warp program to pay a commission to us for the customer.
Further, if a customer cannot or does not accept the tracking cookies from
Verio, we will not receive any commission for any sale.

                  In order for us to receive credit for a sale, our visitors to
the co-branded sites must have a so-called java script and cookie enabled
browser. Substantially all of the browser's currently used are java script
enabled and cookie enabled. All Netscape Navigator 3.0 or higher or Internet
Explorer 3.0 or higher are java script and cookie enabled. If a visitor cannot
or does not accept the tracking cookie, we will not be able to track the visitor
and we will not be credited for the sale. We have no information to determine


                                      10.


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the number of visitors that cannot or do not accept tracking cookies and the
number of sales that may be effected by reason thereof.

                  We have established an email account at our domain and the
email messages sent to our domain will be forwarded to the officers and
directors. Verio and we have a firm policy against the transmission of
unsolicited email ("spamming"). Spamming, or the practice of disseminating
multiple unsolicited copies of junk email over the Internet is considered a
violation of Internet etiquette, i.e., netiquette. We do not intend to
disseminate unsolicited emails in an effort to obtain customers.


                                      11.


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                  We also have the ability to review the web usage statistics
located on the Verio server. Verio has provided us with a sales representative,
on a non-exclusive basis, who will assist us and our customers with all of the
services that we (they) provide. We believe that Verio's various hosting
services are priced competitively with other providers of similar services as of
the date hereof. However, pursuant to our agreement with Verio, they have the
right to amend their service offerings and ad, delete, suspend or modify the
terms and conditions of those services, at any time and from time to time, and
to determine whether and when any such changes apply to both existing or future
customers. Any changes may have an adverse effect upon our customers continuing
to place orders with Verio. We may not at any time provide any billing
arrangement or payment on behalf of our customers and Verio will not pay a
commission to us in the event that a customer orders services directly from
Verio's web site without first linking from our storefront web site.

                  We currently provide a referral service to Verio for domain
name registration wherein the customer will secure a domain name, be supplied
with a free "welcome" page and receive unlimited mail forwarding to a default
address. In addition, Verio has a domain pointer plan wherein the name and page
will indicate "under construction" until such time as the customer points the
person accessing the web site to another specific page.

                  Under our WARP contract, we have assumed certain duties,
certain of the more important ones are as follows:

                  Not to knowingly solicit customers who do not have the
                  hardware or software specified by Verio from time to time,
                  unless such customer acquires hardware or software that Verio
                  or we is reasonably able to support;

                  To use reasonable sales and marketing efforts to promote the
                  sales of Verio Services;

                  Verio has reserved the right, at any time and in its sole
                  discretion, to implement a certification program to enhance or
                  maintain the quality of the WARP program. In the event of any
                  such implementation, we have agreed to participate in and
                  complete the requirements of any such certification program in
                  order to remain a Verio authorized web agent; and


                                      12.


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                  Where appropriate and mutually agreed upon, to provide
                  post-sales support at a level reasonably necessary to activate
                  and operate the services.

                  In addition, Verio has a series of various web-hosting plans
at various costs, as low as $24.95 per month with a $50.00 set up fee to very
expensive web hosting plans. Management believes that the typical person who
will utilize our services will be interested in a cost of not to exceed $100.00
per month with $100.00 set up fee. The ExpresStart Plan costs $24.95 per month
with a $50.00 set up fee. This plan provides for the customer to have seven web
pages, ten megabytes of disk space, ten email accounts, 20 email forwarding
locations and one auto responder. The Bronze Plan costs $24.95 per month with a
$50.00 set up fee. This Plan provides five gigabytes of monthly data transfer,
100 megabytes of disk space and ten configurable email accounts. The Silver Plan
costs $29.95 per month plus $50.00 set up fee. This Plan consists of 7.5
gigabytes of monthly data transfer, 150 megabytes of disk space and 20
configurable email accounts. The Gold Plan costs $99.95 per month plus $50.00
set up fee. This Plan provides 10 gigabytes of monthly data transfer, 200
megabytes disk space (enough room for video, auto, multimedia presentations and
related computer so-called "bells and whistles") and 30 configurable email
accounts. Verio also has a Silver Plan Windows 2000(R) which costs $49.95 per
month and $50 set up fee. This Plan consists of 7.5 gigabytes of monthly data
transfer, 150-megabyte disk space and 20 configurable email accounts. The Gold
Plan Windows 2000(R) costs $99.95 per month plus $100.00 set up fee. This Plan
consists of 10 gigabytes of monthly data transfer, 200-megabyte disk space
(enough room for video, auto, multimedia presentations and related computer
so-called "bells and whistles") and 30 configurable email accounts. As it
relates to the Windows 2000(R) Plans, the customer is able to use the account
control panel and uses his or her own software to build and publish the site.
Verio has prepackaged each of the plans and we have no ability to change the
configuration of any of the plans.

                  In summary, the primary difference between the plans is the
disk space provided, the amount of data transfer availability and the number of
email accounts, with a cost increase depending on the increase in capabilities
requested.

                  In connection with the transactions with Verio, Verio provides
our referrals with daily backups, UPS power backup, diesel backup generator, 24
hour, seven day a week network monitoring provided by Verio.


                                      13.


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                  Although Verio has other services for which we may earn a
referral commission (e-commerce hosting plans), we will refer to Verio to
register the domain name, set up the customers web hosting account and bill and
maintain the web site for a low monthly price selected for the hosting plan so
that the customer will be able to build its business while Verio builds the web
site.

                  We have no products and other services than set forth above.
We currently have no other services announced or planned to be announced to the
public.

                  We have not expended any monies during each of the last two
fiscal years on research and development activities applicable to our web sites.
All development activities to date have been provided to us by Verio at no cost
or expense. Accordingly, none of the research and development costs will be
borne directly by our customers. Other than this initial web site development,
we have not undergone any other research and development activity.

Risk Factors.

                  In addition to the other information in this Form 10KSB, the
following risk factors should be considered carefully in evaluating our
business. Ownership of our common stock is speculative and involves a lot of
risks.

1.       An investment in our shares of common stock involves a high degree of
         risk and you may lose your entire investment.

                  We have no operating history nor have we received any revenues
or earnings from operations. We have no significant assets or financial
resources. We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until we have generated substantial revenues
from customers registering domain names and/or utilizing web-hosting services.

2.       Unless we obtain loans or additional funding, we may not be able to
         continue as a going concern.

                  Our auditor's going concern opinion and the notation in the
financial statements indicate that we do not have significant cash or other
material assets and that we are relying on advances from stockholders, officers
and directors to meet limited operating expenses. Our financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying amounts and classification of liabilities that might result


                                      14.


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should we be unable to continue as a going concern. We will have a loss from
inception through December 31, 2002 of $49,543.

                  Without the implementation of any marketing plan, our current
"burn rate" is less than $80 per month. Upon implementation of our marketing
plan, we expect that our "burn rate" will increase to approximately $800 per
month. Not to exceed $500 per month will be expended for the strategic listing
of our web sites with major search engines. The balance will be utilized in
connection with establishing reciprocal click-through agreements with
complementary web site and for the expenses of having us comply with the federal
securities laws. The officers and directors have agreed to fund our "burn rate,"
and expenses of having us comply with the federal securities laws (and being a
public company) and have orally agreed to extend, if required, a "line of
credit" in the amount of $10,000, without interest, to implement our marketing
plan. The original line of credit expired on August 31, 2002. On March 1, 2003,
the officers reinstated the line of credit. This line of credit expires on
December 31, 2003. As of the date hereof, no funds have been drawn down on the
line of credit. These agreements may not be enforceable.

                  If we do not secure the loans (or raise additional capital if
the loans are not forthcoming), we may not be successful. As a development stage
company with no operations and no revenues, it may be difficult or impossible to
obtain any additional funding through commercial loans or private loans, on
terms that may be deemed to be acceptable to us.

3.       We currently commenced business operations and have no current
         operating history which makes an evaluation of us difficult.

                  We have a limited operating history. As of December 31, 2002,
we had incurred losses of $49,543 and we expect losses to continue. There is
nothing at this time on which to base an assumption that our business plan will
prove successful, and there is no assurance that we will be able to operate
profitably.

4.       Our success is dependent on management, which has other full time
         employment, has limited experience and will only devote limited part
         time working for us, which makes our future even more uncertain.

                  As compared to many other public companies, we do not have any
technical personnel. Our management has no experience with the domain


                                      15.


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registration and web hosting business. Furthermore, our officers and directors
will not be employed by us as they are involved with other businesses and have
other interests which could give rise to conflicts of interest with respect to
the amount of time devoted to our business.

5.       In addition to having no full time management and lack of experience in
         the domain registration and web hosting business, if we lose Amy
         Hadley, our business would be impaired.

                  Our success is heavily dependent upon the continued
participation of our president, Amy Hadley. Loss of her services could have a
material adverse effect upon our business development. We do not maintain "key
person" life insurance on Amy Hadley's life. We do not have a written employment
agreement with Amy Hadley. There can be no assurance that we will be able to
recruit or retain other qualified personnel, should it be necessary to do so.

6.       Our officers and directors are the principal stockholders and will be
         able to approve all corporate actions without your consent and will
         control our Company.

                  Our principal stockholders Amy Hadley, Felicia May Nilson,
Stuart Curtis Nilson and Vickie L. Andre currently own approximately 84% of our
common stock. They will have significant influence over all matters requiring
approval by our stockholders, but not requiring the approval of the minority
stockholders. In addition, Amy Hadley, Felicia May Nilson and Stuart Curtis
Nilson are directors and will be able to elect all of the officers of the
Company, allowing them to exercise significant control of our affairs and
management. In addition, the principal shareholders may transact most corporate
matters requiring stockholder approval by written consent, without a
duly-noticed and duly-held meeting of stockholders, subject to certain
restrictions contained in the bylaws, in the articles of incorporation or
imposed by statute.

7.       We face competition from other entities providing services similar to
         ours; accordingly, we may not be able to compete effectively with other
         selling organizations and with other entities providing services
         similar to ours.

                  We will face intense competition in all aspects of the
Internet business. The market for the providing of domain registration and web
service hosting is extremely competitive and highly fragmented. There are no


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substantial barriers to entry and we expect that competition will continue to
intensify. The primary competitive factors determining success in this market
are a reputation for reliability and service, effective customer support, and
pricing. Our affiliate sales relationship with Verio will assist us in
competing. However, our competition may offer convenience and customer service
superior to ours. In addition, these companies may have better marketing and
distribution channels. There can be no assurance that we will be able to compete
effectively in this highly competitive industry, which could have a material
impact upon market acceptance of our services.

8.       Our plan of operation may incorporate estimates rather than actual
         figures. Our plan of operation and the implementation of our plan of
         operation assume that our estimates are correct, however, the actual
         results may differ materially and adversely when the actual figures are
         determined.

                  The discussion of our plan of operation is management's best
estimate and analysis of the potential market, opportunities and difficulties
that we face. There can be no assurances that the underlying assumptions
accurately reflect our opportunities and potential for success. Competitive and
economic forces make forecasting of revenues and costs difficult and
unpredictable.

9.       Our shareholders will receive no dividends.

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

10.      If we issue future shares, present investors' per share value will be
         diluted.

                  We are authorized to issue a maximum of 50,000,000 shares of
common shares. As of December 31, 2002, there were 4,100,000 shares issued and
outstanding. The board of directors' authority to issue common stock without
shareholder consent may dilute the value of your common stock.


                                      17.


<PAGE>


11.      Our common stock has no public market and the value may decline.


                                      18.


<PAGE>


                  There is no established public trading market or market maker
for our securities. There can be no assurance that a market for our common stock
will be established or that, if established, a market will be sustained.
Therefore, if you purchase our securities you may be unable to sell them.
Accordingly, you should be able to bear the financial risk of losing your entire
investment.

12.      Our common stock may never be public traded and you may have no ability
         to sell the shares.

                  We plan to seek a listing on the Over The Counter ("OTC")
Bulletin Board. We will contact a market maker to seek the listing on our
behalf.

                  Only market makers can apply to quote securities. Market
makers who desire to initiate quotations in the OTC Bulletin Board system must
complete an application (Form 211) and by doing so, will have to represent that
it has satisfied all applicable requirements of the Securities and Exchange
Commission Rule 15c2-11 and the filing and information requirements promulgated
under the National Association of Securities Dealers' ("NASD") Bylaws. The OTC
Bulletin Board will not charge us with a fee for being quoted on the service.
NASD rules prohibit market makers from accepting any remuneration in return for
quoting issuers' securities on the OTC Bulletin Board or any similar medium. We
intended to be subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended, and, as such, we may be deemed compliant with Rule
15c2-11. The NASD Regulators, Inc. will review the market maker's application
and if cleared, it cannot be assumed by any investor that any federal, state or
self-regulatory requirements other than certain NASD rules and Rule 15c2-11 have
been considered by the NASD Regulation, Inc. Furthermore, the clearance should
not construed by any investor as indicating that the NASD Regulation, Inc., the
Securities and Exchange Commission or any state securities commission has passed
upon the accuracy or adequacy of the documents contained in the submission.

                  The OTC Bulletin Board is a market maker or dealer-driven
system offering quotation and trading reporting capabilities - a regulated
quotation service - that displays real-time quotes, last-sale prices, and volume
information in OTC equity securities. The OTC Bulletin Board securities are not
listed and traded on the floor of organized national or regional stock
exchanges. Instead, OTC Bulletin Board securities transactions are conducted
through a telephone and computer network connecting market makers or dealers in
stocks.


                                      19.


<PAGE>


                  If we are unable to obtain a market maker to sponsor our
listing, we will be unable to develop a trading market for our common stock. We
may be unable to locate a market maker that will agree to sponsor our
securities. Even if we do locate a market maker, there is no assurance that our
securities will be able to meet the requirements for a quotation or that the
securities will be accepted for listing on the OTC Bulletin Board.

13.      If our common stock does not meet blue sky resale requirements, you may
         be unable to resell your securities.

                  The common stock must meet the blue sky resale requirements in
the states in which the proposed purchasers reside. If we are unable to qualify
the securities offered and there is no exemption from qualification in certain
states, the holders of the securities or the purchasers of the securities may be
unable to sell them.

14.      Our shareholders may face significant restrictions on the resale of our
         common stock due to state "blue sky" laws.

                  There are state regulations that may adversely affect the
transferability of our common stock. We have not registered our common stock for
resale under the securities or "blue sky" laws of any state. We may seek
qualification or advise our shareholders of the availability of an exemption. We
are under no obligation to register or qualify our common stock in any state or
to advise the shareholders of any exemptions.

                  Current shareholders, and person who desire to purchase the
common stock in any trading market that may develop in the future, should be
aware that there might be significant state restrictions upon the ability of new
investors to purchase the securities.

                  Blue sky laws, regulations, orders, or interpretations place
limitations on offerings or sales of securities by "blank check" companies or in
"blind-pool" offerings, or if such securities represent "cheap stock" previously
issued to promoters or others. We are not a "blank check" or "blind pool"
company; however, certain states apply the same requirements for so-called
"cheap stock" to the requirements applicable to "blank check" or "blind pool"
issuances. The current shareholders (excluding Amy Hadley), because they
originally paid $.001 for each share in Bahamas Enterprises, Inc., prior to the
receipt of our shares after the transactions of September and October, 2001, may


                                      20.


<PAGE>


be deemed to hold "cheap stock." These limitations typically provide, in the
form of one or more of the following limitations, that such securities are:

                  (a) Not eligible for sale under exemption provisions
permitting sales without registration to accredited investors or qualified
purchasers;

                  (b) Not eligible for the transaction exemption from registra-
tion for non-issuer transactions by a registered broker-dealer;

                  (c) Not eligible for registration under the simplified small
corporate offering registration (SCOR) form available in many states;

                  (d) Not eligible for the "solicitations of interest" exception
to securities registration requirements available in many states;

                  (e) Not permitted to be registered or exempted from
registration, and thus not permitted to be sold in the state under any
circumstances.

                  Virtually all 50 states have adopted one or more of these
limitations, or other limitations or restrictions affecting the sale or resale
of stock of blank check companies or securities sold in "blind pool" offerings
or "cheap stock" issued to promoters or others. Specific limitations on such
offerings have been adopted in:

                  Alaska            Nevada           Tennessee
                  Arkansas          New Mexico       Texas
                  California        Ohio             Utah
                  Delaware          Oklahoma         Vermont
                  Florida           Oregon           Washington
                  Georgia           Pennsylvania
                  Idaho             Rhode Island
                  Indiana           South Carolina
                  Nebraska          South Dakota

                  Any secondary trading market that may develop may only be
conducted in those jurisdictions where an applicable exemption is available or
where the shares have been registered.

                  We do not have any legal opinions as it relates to whether we
are a blind pool or blank-check company. The Securities and Exchange Commission


                                      21.


<PAGE>

has adopted a rule (Rule 419) which defines a blank-check company as (i) a
development stage company, that is (ii) offering penny stock, as defined by Rule
3a51-1, and (iii) that has no specific business plan or purpose or has indicated
that its business plan is engage in a merger or acquisition with an unidentified
company or companies. We have also been advised by the Securities and Exchange
Commission that the securities issued by all blank check companies that are
issued in unregistered offerings must be registered with the Commission before
resale. At the time that our shareholders acquired our stock in October 2002, we
had a specific business plan and purpose, we had web sites and we had our
agreement with Verio.

                   Certain jurisdictions may have definitions that are more
restrictive than Rule 419. We have been informed that the Securities and
Exchange Commission has cautioned that "it will scrutinize registered offerings
for attempts to create the appearance that the registrant... has a specific
business plan, in an effort to avoid the applicable of Rule 419. Provisions of
Rule 419 apply to every registration statement filed under the Securities Act of
1933, as amended, relating to an offering by a blank-check company. We have
never filed a registration statement under the Securities Act of 1933, as
amended.

15.      Our common stock may be subject to significant restriction on resale
         due to federal penny stock restrictions.


                                      22.


<PAGE>


                  The Securities and Exchange Commission has adopted rules that
regulate broker or dealer practices in connection with transactions in penny
stocks. Penny stocks generally are equity securities with a price of less than
$5.00 (other than securities registered on certain national securities exchanges
or quoted on the Nasdaq system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange system). The penny stock rules require a broker or dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Securities and Exchange
Commission that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker or dealer also must provide the
customer with bid and offer quotations for the penny stock, the compensation of
the broker or dealer, and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the
customer's account. The penny stock rules also require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the broker or
dealer must make a special written determination that a penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.

                  These disclosure requirements may have the effect of reducing
the level of trading activity in any secondary market for our stock that becomes
subject to the penny stock rules, and accordingly, customers in our securities
may find it difficult to sell their securities, if at all.

Distribution.

                  We deliver our referral services through our web sites. We
have the domain names www.suzypathcorp.com, www.e-domainregistrationcorp.com and
www.domainandwebhosting.com and Verio is our Internet service provider and web
site developer. Except for Verio, we have not and do not intend to formulate any
other relationships for the hosting, development or maintenance of a web site.

Competitive Business Conditions.

                  We will remain an insignificant player among the firms that
engage in selling domain name registration services and web site hosting
services. There are many established Internet companies, which provide these
services, ancillary to their regular services, and there are many established
domain name registration companies and web site hosting companies, which have
significantly greater financial and personal resources and technical expertise


                                      23.


<PAGE>


than we have. The WARP program from Verio is available to other entities. In
view of our limited financial resources and limited management availability, we
will continue to be at a significant competitive disadvantage compared to other
selling organizations and those services, which directly register domain names
and those companies, which provide web site hosting services.

                  In addition, we will face competition from other entities
providing services similar to ours. We will face intense competition in all
aspects of the Internet business. The market for the providing of domain
registration and web service hosting is extremely competitive and highly
fragmented. There are no substantial barriers to entry and we expect that
competition will continue to intensify. The primary competitive factors
determining success in this market are a reputation for reliability and service,
effective customer support, and pricing. Our affiliate sales relationship with
Verio will assist us in competing. However, our competition may offer
convenience and customer service superior to ours. In addition, these companies
may have better marketing and distribution channels.

Verio.

                  Verio is a large web hosting company and a provider of
comprehensive Internet services. It has more than 4,000 resellers in the United
States, more than 170 in other countries, all of which may compete with us.
Verio has preferential marketing agreements with other Internet online
companies, provides private label and co-branded distribution relationships with
telecommunications companies and also has in-house telemarketing operations.
While basic Internet access and web hosting services constitute the predominate
services offered by Verio, Verio's focus is on the so-called "enhanced
services," what is deemed to be the fastest growing segment of the Internet
services market. An enhanced service is defined to encompass a dedicated server,
a single computer fully devoted to the needs of one customer which allows for
faster access to information and provides greater flexibility in software, site
traffic management, and scalability. It also includes so-called dual server
systems - through a dual server setup, web server processes, application
transactions, and database queries can be segregated for optimal processing and
input and output availability and performance. Variations of the systems are
known as clustering systems - a system which is scalable from two to multiple
front-end web servers, with the addition of a third web server, and multi site
systems, a web hosting system designed for environments that put a high value on
maximum up time and redundant - multiple hosting configurations. Verio, in each


                                      24.


<PAGE>


of these enhanced services, generally has multiple employees assigned to the
task with dedicated account management and dedicated network monitoring. As
business users of the Internet adopt enhanced services, they also require
additional bandwidth and web site functionality to support their expanded use of
the Internet.

                  Verio believes that Internet connectivity and enhanced
Internet services (including web hosting) represents two of the fastest growing
segments of the telecommunications services market. As business users of the
Internet adopt enhanced services, they also require web side functionality to
support their expanded use of the Internet. Many companies find that an
out-sourced solution, such as using Verio's Internet connectivity and
web-hosting services, to be a solution must cost effective, because the company
typically lacks the technology experience, capital, personnel, or ability to
bear the time-to-market and operating risks to install, maintain and monitor
their own web servers and Internet connectivity. Small and medium-size
businesses generally seek an Internet service provider who are readily available
to respond to technical issues, who can assist in developing and implementing
the customer's effective use of the Internet, and with whom they can establish a
stable and long-term relationship. Although we intend only to refer customers to
Verio in connection with the selling of domain name registration services and
web site hosting services, as the customer grows in size, they will be able to
take advantage of any and all services offered to customers by Verio. We will
not be able to control the type of services offered to the referrals by Verio,
although we may be able to receive some residual income depending on the
services rendered.

                  Although potential customers could go directly to Verio (or
any other third party) provider of domain registration services, web hosting
services and e-commerce services, we believe that the so-called low end, entry
level services which we market, through Verio's web agent referral program,
constitutes a less competitive niche wherein we may be able to achieve residual
income for referring customers to Verio through the use of a user friendly web
site. Verio's large existing customer base and strong, balance position in both
the Internet access and web hosting service platforms gives Verio a competitive
edge in offering its services which include applications hosting, e-commerce,
premier data centers, managed services, co-location and security products.


                                      25.


<PAGE>


Customer Base.

                  We have had limited visitors to our web sites and we have not
received any revenues from any customers who have paid Verio. If we are not able
to establish a customer base in the future, we will not be profitable.

                  In order to establish a customer base and to be competitive in
providing domain registration services and web hosting services, we will need to
implement our marketing strategy to the potential customer who desires to
register his domain and have available low cost web site hosting services. Our
success depends upon our ability to strategically list our web sites with search
engines and establish reciprocal click-through agreements with other web sites
at an acceptable cost with what we hope to have as our user friendly web sites.
Although our competition will be "bundling" additional Internet, networking and
e-commerce services, because they target larger well established businesses, we
believe that there are many potential customers who are interested only in
domain registration and low cost web site hosting services, or either. Although
we believe that our plan of operation is feasible, we cannot assure you that we
will be able to properly market our services or that our anticipated niche in
domain registration and web site hosting service is viable.

Sources and Availability of Raw Materials.

                  We have no raw materials or suppliers.

Intellectual Property.

                  We do not have any trademarks, patents, licenses, royalty
agreements, or other proprietary interest.

Governmental Regulation Issues.

                  We are not affected by federal regulation relating to
copyright protection, trademark and trade dress protection, trade secrets and
software and Internet business method patents promulgated under various federal
laws. We are a referral agent and we only collect a selling commission for
referring customers who purchase Verio's domain registration services, web
hosting services and e-commerce services. Our method of marketing does not
include "spamming" or disseminating "junk email." Spamming, or the practice of
disseminating multiple unsolicited pieces of junk email over the Internet, or
disseminating mass emails wherein the identify of the distributor cannot be
traced or where someone assumes a third party's identify known as "spoofing,"


                                      26.


<PAGE>


has become the subject of prohibited practice under some case law and under some
state laws and administrative rules and regulations. If we were to undertake
such conduct, our activities, in certain jurisdictions, could be stopped through
the use of equitable injunctive relief and, in certain jurisdictions,
compensatory damages could be awarded against us, including attorney's fees and
punitive damages for common law trespass.

                  However, due to increasing usage of the Internet, a number of
laws and regulations may be adopted relating to the Internet, covering user
privacy, pricing, and characteristics and quality of products and services.
Furthermore, the growth and development for Internet commerce may prompt more
stringent consumer protection laws imposing additional burdens on those
companies conducting business over the Internet. The adoption of any additional
laws or regulations may decrease the growth of the Internet, which, in turn,
could decrease the demand for Internet services and increase the cost of doing
business on the Internet. These factors may have an adverse effect on our
business, results of operations and financial condition.

                  Moreover, the interpretation of sales, tax, libel and personal
privacy laws applied to Internet commerce is uncertain and unresolved. We may be
required to qualify to do business as a foreign corporation in each such state
or foreign country. Our failure to qualify as a foreign corporation in a
jurisdiction where we are required to do so could subject us to taxes and
penalties. Any such existing or new legislation or regulation, including state
sales tax, or the application of laws or regulations from jurisdictions whose
laws do not currently apply to our business, could have a material adverse
effect on our business, results of operations and financial condition.

Research and Development.

                  We have not expended any monies during each of the last two
fiscal years on research and development activities applicable to our web sites.
All development activities to date have been provided to us by Verio at no cost
or expense. Accordingly, none of the research and development costs will be
borne directly by our customers. Other than this initial web site development,
we have not undergone any other research and development activity.

Environmental Law Compliance.

                  We do not anticipate any environmental compliance expense.


                                      27.


<PAGE>


Employees.

                  We currently have one employee, Amy Hadley, our president and
director, who works for our Company part-time without compensation. We have no
employment contracts and our employee is not a union member or affected by labor
contracts. We have the use, on a non-exclusive basis, of a sales representative,
supplied by Verio at their cost and expense to assist our customers (and
others), at no cost or expense us.

Reports to Security Holders.

                  We are a reporting company pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, and we will file quarterly, annual
and other reports with the Securities and Exchange Commission. Our annual report
will contain the required audited financial statements. The reports and other
information filed by us will be available for inspection and copying at the
public reference facilities of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.

                  Copies of such material may be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In
addition, the Commission maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission.


ITEM 2.  DESCRIPTION OF PROPERTY.

                  Our executive offices are located at 6767 West Tropicana
Avenue, Suite 207, Las Vegas, Nevada 89103-4754 where we occupy space supplied
by our registered agent. The space is approximately 200 square feet total, of
which we occupy a small portion without charge. We feel that this space is
adequate for our needs at this time, and we feel that we will be able to locate
adequate space in the future, if needed, on commercially reasonable terms.

                  Although our principal executive offices are located in Las
Vegas, Nevada, the officers and directors do not intend to conduct any business
at said offices. The officers and directors will conduct business through the
use of their computer system connected to the Internet, a global electronic
network, consisting of smaller, interconnected networks, which allow computers


                                      28.


<PAGE>


to exchange information over telephone wires, dedicated data cables, and
wireless links. The Internet links personal computers by means of servers, which
are on specialized operating systems and applications designed for servicing a
network environment. The officers and directors are able to connect to the
Internet and conduct business through their personal computers located in their
residences.


ITEM 3.  LEGAL PROCEEDINGS.

                  There is no litigation pending or threatened by or against the
Company.

ITEM 4.  SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS.

                  There have been no matters submitted to the Company's security
holders and the Company has not held any annual meetings.

                  In connection with the series of transactions wherein we
became the successor company (successor by merger - acquisition of assets) in
connection with a series of articles and plans of merger which resulted in the
acquisition of all of the assets subject to the liabilities and obligations of
each of Bahamas Enterprises, Inc. and Suzy-Path, Corp., we did not file with the
Securities and Exchange Commission information similar to that which is required
for a proxy solicitation. The Company did not engage in any proxy solicitation.
If there is no proxy solicitation, the Company was still required to supply the
information required by Schedule 14C to the shareholders entitled to vote at
least 20 days prior to any action. The transactions were consummated in
violation of the rules. A private right of action may lie for the alleged
violation of Rule 14c-6. In addition, under Nevada law, any shareholder who does
not agree to the merger may seek judicial appraisal of the fair value of their
shares. Each shareholder was provided with a copy of the Form 8K12G filed with
the Securities and Exchange Commission on October 25, 2001 and a copy of Nevada
Revised Statues, NRS 92A.300 to NRA92A.500 (dissenter rights). All of the
shareholders exchanged the shares owned by them in the predecessor issuer in
consideration for the sale and issuance of our shares - there were no
shareholders who dissented and there were no shareholders who notified us that
they desired to assert any appraisal rights.


ITEM 5.  MARKET FOR COMMON COMPANY EQUITY AND RELATED STOCKHOLDER MATTER.


                                      29.


<PAGE>


Market Information and Market Price.

                  There is no trading market for our common stock at present and
there has been no trading market to date. Our common stock is not traded on any
exchange. We plan to eventually seek listing on the OTC Bulletin Board System or
in the Pink Sheets, LLC "Pink Sheets."

                  There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue. We intend to request a
broker-dealer to make application to the NASD Regulation, Inc. to have the
Company's securities traded on the OTC Bulletin Board System or published, in
print and electronic media, or either, in the Pink Sheets LLC "Pink Sheets."

                  We cannot guarantee that we will obtain a listing. There is no
trading activity in our securities, and there can be no assurance that a regular
trading market for our common stock will ever be developed.

                  Before a price can be entered in the pink sheets, a
broker-dealer must make a supplemental filing with the NASD Regulation, Inc.
which includes the basis and factors for the broker-dealer's price quotation and
said filing must be received by the NASD Regulation, Inc. three days before the
priced entry appears in the quotation media.

                  Once a priced quotation has been entered in the pink sheets
computerized system, broker-dealers who are using the pink sheet electronic
quotation service have access to price information from various market makers.
There are no pink sheet rules for market maker quotes. Market makers can submit
two sided, one sided or name only quotes in the pink sheets. The pink sheets
will only accept quotations from Securities and Exchange Commission registered
broker-dealers and market makers are subject to applicable federal and state
securities laws and National Association of Securities Dealers Rules. Market
makers must be subscribers and must have quotation privileges to "securities in
the pink sheets." The NASD Regulation, Inc. reviews the market makers
application and if cleared, it cannot be assumed by any investor that any
federal, state or self regulatory requirements other than certain NASD rules and
Rule 15c2-11 under the Securities Exchange Act of 1934, as amended, has been
considered by the NASD Regulation, Inc. Further, the clearance should not be
construed by any investor as indicating that the NASD Regulation, Inc., the
Securities and Exchange Commission or any state securities commission have


                                      30.


<PAGE>


passed upon the accuracy or adequacy of any of the documents contained in our
submission to the broker-dealer.

                  We intend to request a broker-dealer to make application to
the NASD Regulation, Inc. to have the Company's securities traded on the OTC
Bulletin Board System. There is no assurance that a trading market will ever
develop or, if such a market does develop, that it will continue.

                  The OTC Bulletin Board, which is operated by the NASDAQ Stock
Market, Inc., will be phased out in 2003 and there will be a new market
established known as the Bulletin Board Exchange. The Bulletin Board Exchange
will be a listed market place, with qualitative listing standards but with no
minimum share price, income, or asset requirements. The system has been designed
to provide market participants and customers with increased speed and
reliability to transactions, as well as to improve the overall transparency of
the market place. In general, the Bulletin Board Exchange will have minimum
requirements of 100 round-lot shareholders and 200,000 shares in the public
float and will have certain minimum corporate governance standards to those
presently existing for the NASDAQ National Market and small cap markets, with an
adjustment to certain of the requirements cognizant of the difficulty that small
companies, such as ours, may have in meeting those governance standards. If we
do not qualify for listing on the Bulletin Board Exchange, we will continue to
be traded, provided we have market makers trading our securities, in the pink
sheets.

Other Stock Market Considerations.

                  The Securities and Exchange Commission adopted Rule 15g-9,
which established the definition of a "penny stock," for purposes relevant to
the Company, as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and


                                      31.


<PAGE>


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

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

                  For continued listing in the NASDAQ SmallCap market, a company
must have net tangible assets of $2 million or market capitalization of $35
million or a net income (in the latest fiscal year or two of the last fiscal
years) of $500,000, a public float of 500,000 shares with a market value of $1
million. The minimum bid price must be $1.00 and there must be 2 market makers.
In addition, there must be 300 shareholders holding 100 shares or more.

Shareholders.

                  As of December 31, 2002 and as of the date hereof, we had 26
shareholders of record of our common stock.

Voting Rights.


                                      32.


<PAGE>


                  Each share of common stock entitles the holder to one vote,
either in person or by proxy, at meetings of shareholders. The holders are not
permitted to vote their shares cumulatively. Accordingly, the holders of common
stock holding, in the aggregate, more than fifty percent of the total voting
rights can elect all of our directors and, in such event, the holders of the
remaining minority shares will not be able to elect any of such directors. The
vote of the holders of a majority of the issued and outstanding shares of common
stock entitled to vote thereon is sufficient to authorize, affirm, ratify or
consent to such act or action, except as otherwise provided by law.

                  Section 2115 of the California General Corporation law,
however, provides that a corporation incorporated under the laws of a
jurisdiction other than California, but which has more than one-half of its
"outstanding voting securities" and which has a majority of its property,
payroll and sales in California, based on the factors used in determining its
income allocable to California on its franchise tax returns, may be required to
provide cumulative voting until such time as the Company has its shares listed
on certain national securities exchanges, or designated as a national market
security on NASDAQ (subject to certain limitations). Accordingly, holders of the
our common stock may be entitled to one vote for each share of common stock held
and may have cumulative voting rights in the election of directors. This means
that holders are entitled to one vote for each share of common stock held,
multiplied by the number of directors to be elected, and the holder may cast all
such votes for a single director, or may distribute them among any number of all
of the directors to be elected.

                  Our existing directors who are also shareholders, acting in
harmony, will be able to elect all of the members of our board of directors even
if Section 2115 is applicable.

Dividend Policy.

                  All shares of common stock are entitled to participate
proportionally in dividends if our board of directors declares them out of the
funds legally available. These dividends may be paid in cash, property or
additional shares of common stock. We have not paid any dividends since our
inception and presently anticipate that all earnings, if any, will be retained
for development of our business. Any future dividends will be at the discretion
of our board of directors and will depend upon, among other things, our future
earnings, operating and financial condition, capital requirements, and other
factors. Therefore, there can be no assurance that any dividends on the common
stock will be paid in the future.


                                      33.


<PAGE>


Miscellaneous Rights and Provisions.

                  Holders of common stock have no preemptive or other
subscription rights, conversion rights, redemption or sinking fund provisions.
In the event of our dissolution, whether voluntary or involuntary, each share of
common stock is entitled to share proportionally in any assets available for
distribution to holders of our equity after satisfaction of all liabilities.

Transfer Agent.

                  Our transfer agent is:

                           Pacific Stock Transfer Company
                           500 E. Warm Springs, Suite 240
                           Las Vegas, Nevada 89119
                           (702) 361-3033
                           (702) 433-1979 (fax)

CUSIP Number.

                  Our CUSIP number is 25702N 10 7

Shares Eligible for Future Sale.

                  As of the date of this report, all of the issued and
outstanding shares of the Company's Common Stock currently held by
non-affiliates (950,000 shares of Common Stock) should be eligible for sale
under Rule 144 promulgated under the Securities Act of 1933, as amended, subject
to certain limitations included in said Rule. In general, under Rule 144, a
person (or persons whose shares are aggregated), who has satisfied a one year
holding period, under certain circumstances, may sell within any three-month
period a number of shares which does not exceed the greater of one percent of
the then outstanding Common Stock or the average weekly trading volume during
the four calendar weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation by a person
who has satisfied a two-year holding period and who is not, and has not been for
the preceding three months, an affiliate of the Company.

                  The 950,000 shares of our Common Stock were acquired by
non-affiliates on or about October 10, 2001 in a transaction that was exempt
from the registration requirements of the Securities Act of 1933, as amended. We
relied upon a transactional exemption provided by Section 4(2) and a security


                                      34.


<PAGE>


exemption provided by Section 3(a)(9) and/or exempt from the registration
requirements under Rule 145 in reliance on the exemption provided by Section
4(2). At the time of the series of transactions, we were not a blank check or
blind pool company or shell company, our business purpose was defined and we had
commenced implementation of our business plan.

         In summary, Rule 144 applies to affiliates (that is, control persons)
and nonaffiliates when they resell restricted securities (those purchased from
the issuer or an affiliate of the issuer in nonpublic transactions).
Nonaffiliates reselling restricted securities, as well as affiliates selling
restricted or nonrestricted securities, are not considered to be engaged in a
distribution and, therefore, are not deemed to be underwriters as defined in
Section 2(11), if six conditions are met:

         (1)      Current public information must be available about the issuer
                  unless sales are limited to those made by nonaffiliates after
                  two years.

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

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

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

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

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


                                      35.


<PAGE>


                  We do not believe that our non-affiliates are promoters and/or
underwriters, as that term is defined the Securities Act of 1933, as amended,
and Rule 144 promulgated under said Act. Further, the resale provisions of Rule
145 permit the sale of securities if such securities are sold in accordance with
the provisions of paragraphs (c), (e), (f) and (g) of Rule 144, discussed above.
Rule 144 provides that any person who sells restricted securities shall be
deemed not to be engaged in a distribution of such securities and therefore not
an underwriter thereof if the sale is made in accordance with all of the
provisions of said rule.


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

                  The discussion contained herein contains "forward- looking
statements" that involve risk and uncertainties. These statements may be
identified by the use of terminology such as "believes," "expects," "may,"
"will," "should" or anticipates" or expressing this terminology negatively or
similar expressions or by discussions of strategy. The cautionary statements
made in this prospectus should be read as being applicable to all related
forward-looking statements wherever they appear in this prospectus. Our actual
results could differ materially from those discussed in this prospectus.

                  Important factors that could cause or contribute to such
differences include those discussed under the caption entitled "Risk Factors,"
as well as those discussed elsewhere in this Form 10KSB.

Plan Implementation.

                  We are a development stage company with limited operations and
no revenues. We are unable to satisfy cash requirements without management's
financial support. We anticipate that we will meet our cash requirements for the
foreseeable future through the financial support of our management. Management's
financial accommodations will be evidenced by non-interest bearing promissory
notes between our company and management.

                  Our officers have agreed to fund our "burn rate," and expenses
of having us comply with the federal securities laws (and being a public
company) and have orally agreed to extend, if required, a "line of credit" in
the amount of $10,000, without interest, to implement our marketing plan. The


                                      36.


<PAGE>


original line of credit expired on August 31, 2002. On March 1, 2003, the
officers reinstated the line of credit. This line of credit will expire on
December 31, 2003. As of the date hereof, no funds have been drawn down on the
line of credit. These agreements may not be enforceable.

                  Over the next twelve months, we plan to market our web sites
and we will do domain registration and web hosting sales. We intend to commence
the marketing of our web sites on or before September 28, 2003. We will execute
our option to extend our agreement with Verio concurrently with the initiation
of our marketing program.

                  We will require additional funds to market our web sites. Our
cost of maintaining the web sites, without any marketing costs and expense,
should not exceed the sum of $80.00 per month. We are obligated during the term
of our agreement with Verio in connection with this expense. The officers and
directors have agreed to fund our "burn rate," pay off all expenses of having us
comply with the federal securities laws (and being a public company) and have
orally agreed to extend, if required, a "line of credit" in the amount of
$10,000, without interest, to implement our marketing plan. Upon implementation
of our marketing plan, we expect that our "burn rate" will increase to
approximately $800 per month. Not to exceed $500 per month will be expended for
maintaining our web sites and for the strategic listing of our web sites with
major search engines. The balance of approximately $300 will be utilized in
connection with establishing reciprocal click-through agreements with
complementary web sites and for the expenses of having us comply with the
federal securities laws. The current line of credit will expire on December 31,
2003. As of the date hereof, no funds have been drawn down on the line of
credit. These agreements may not be enforceable. There is no assurance that we
will be able to obtain financing for our business development. If adequate funds
are not available to us, we believe that our business development will be
adversely affected.

                  Our first goal is to complete the development of our web
sites. Verio will assist us in designing our web sites. The nature and extent of
the development consists of designing a so-called "user-friendly" web site
which details the services available and hyperlinks to the more detailed
presentation utilized by Verio. We anticipate that our designing of the web
sites will occur after we receive the first disbursement of funds and prior to
September 28, 2003 at a total cost of not to exceed $1,500. Thereafter, prior to
December 30, 2003, we will complete the strategic listing of our web sites with


                                      37.


<PAGE>


various search engines in order to increase our visibility. We do not anticipate
that the initial cost of the strategic listing of our web sites to exceed the
sum of $1,000.

                  Upon completion of our strategic listing, the reciprocal
click-thru agreements with complimentary web site marketing will commence at an
approximate cost of $300 per month. The total month cost will then be
approximately $800 per month, including web site maintenance.

                  Sales growth in the six month to twelve-month period after the
strategic listing and implementation of the marketing of our web sites is
important to our plan of operations. However, there is no assurance that we will
be able to generate any sales growth whatsoever. If we do not generate
sufficient cash flow to support our operations after we have expended the funds
advanced by our current officers and directors, it may be necessary to raise
additional capital in order to continue as a going concern. However, there is no
assurance that we will be able to raise enough capital to continue in business.

                  We anticipate over the next twelve months, that we will not
hire any full or part-time employees, as the services provided by Amy Hadley
appear sufficient during the initial growth stage.

                  Our objective will be to market the web sites upon full
completion of its development - after we feel it is no longer "under
construction. " This marketing strategy is subject to our having sufficient
funding to carry out our plan which will include the following elements:

                  1.       Strategic listing of our web sites with major search
                           engines in order to increase the visibility of our
                           web sites when users enter applicable keywords, such
                           as "domain registration" and "web site hosting," with
                           major search engines. We believe that many of the
                           people looking for information concerning domain
                           registration and web site hosting will enter those
                           keywords with major search engines in order to find
                           relevant web sites. Our objective will be to ensure
                           that each of our sites is frequently cited by major
                           search engines when these keywords are searched; and

                  2.       Reciprocal click-through agreements with
                           complementary web sites who are prepared to allow us


                                      38.


<PAGE>

                           to place links to our web sites on their web sites in
                           consideration for us permitting a reciprocal link to
                           their web site on our web site.


                                      39.


<PAGE>


                  The exact nature of our marketing plan will depend on a number
of factors, including the availability of funds to implement our marketing plan
and Internet marketing conditions and practices at the time we complete
development of our web sites. We may pursue different marketing strategies from
the marketing strategies listed above.

                  Until such time as we market our web sites, if ever, we may
not have revenues from our operations. We anticipate that if our web sites are
properly marketed, we will generate revenues from the sale of domain
registration and web hosting sales. There is no assurance that we will be
successful in selling our services on our web sites. We have no other sources of
revenue. As such, if we are not successful in this regard, we will be unable to
achieve revenues under our current business plan.

                  We do not anticipate significant research and development
expenses over the next twelve months. We do not expect to purchase or sell any
plant and significant equipment or make any significant changes in the number of
employees over the next twelve months.

Financial Condition.

                  We currently have cash of $1,101 and $19,350 in prepaid
expenses which constitutes our total assets. We have no other liquid current
assets and we have received no revenue from operations. Our web sites may have
been accessed by visitors. Our loss from inception through December 31, 2002 is
$49,543. Without the implementation of any marketing plan, our current "burn
rate" is less than $80 per month. Upon implementation of our marketing plan, we
expect that our "burn rate" will increase to approximately $800 per month. Not
to exceed $500 per month will be expended for maintaining our web sites and for
the strategic listing of our web sites with major search engines. The balance of
approximately $300 will be utilized in connection with establishing reciprocal
click-through agreements with complementary web site and for the expenses of
having us comply with the federal securities laws.

                  For accounting purposes, the acquisition of Bahamas
Enterprises, Inc by Suzy-Path, Corp. was treated by us as a reverse acquisition
and we acquired all of the assets, liabilities and obligations of Suzy-Path,
Corp. The total assets acquired as of December 31, 2001 was $27,551 and the
current liabilities were $61,586. The assets were recorded at the lower of cost
or fair market value. The excess of cost over net identifiable assets acquired
is recorded as goodwill. As at December 31, 2002, the total assets were $22,151


                                      40.


<PAGE>


and the current liabilities were $27,551. Officers' advances were $61,596 and
$67,594, respectively.

                  Upon the implementation of a marketing plan and upon drawing
down a line of credit prior to its expiration, we will be able to satisfy our
cash requirements through March 31, 2004.

                  We are unable to predict our future income; accordingly, we do
not know when our operating expenses and operating losses will cease and when we
will begin reducing our accumulated deficit and commence repayment of the
officers' advances.


ITEM 7.  FINANCIAL STATEMENTS.




                           DOMAIN REGISTRATION, CORP.
                          (A Development Stage Company)

                                Financial REPORTS

                                December 31, 2002
                                DECEMBER 31, 2001





<PAGE>


                           DOMAIN REGISTRATION, CORP.
                          (A Development Stage Company)

                                    Contents







INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS                    F-1
________________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                           F-2

   Statements of Income                                                     F-3

   Statements of Stockholders' Equity                                       F-4

   Statements of Cash Flows                                                 F-5

   Notes to Financial Statements                                         F-6-11
________________________________________________________________________________


<PAGE>


                 INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Domain Registration, Corp.
Las Vegas, Nevada


I have audited the accompanying balance sheets of Domain Registration, Corp. (A
Development Stage Company) as of December 31, 2002 and December 31, 2001, and
the related statements of income, stockholders' equity, and cash flows for the
years then ended and the period July 10, 1996 (inception) through December 31,
2002. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Domain Registration, Corp. (A
Development Stage Company) as of December 31, 2002 and December 31, 2001 and the
results of its operations and cash flows for the years then ended, and the
period July 10, 1996 (inception) through December 31, 2002, in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has limited operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is also
described in Note 4. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.




Kyle L. Tingle, CPA, LLC

January 24, 2003
Henderson, Nevada


                                      F-1


<PAGE>


                           DOMAIN REGISTRATION, CORP.
                          (A Development Stage Company)
                                 Balance Sheets


                                                     December 31,   December 31,
                                                         2002           2001
                                                     ____________   ____________


                                     ASSETS

CURRENT ASSETS
     Cash in escrow                                    $  1,101       $  1,101
     Prepaid expenses                                    19,350         24,750
                                                       ________       ________

            Total current assets                       $ 20,451       $ 25,851
                                                       ________       ________

INTANGIBLE ASSETS
     Goodwill, net of amortization (Note 9)            $  1,700       $  1,700
                                                       ________       ________

                   Total assets                        $ 22,151       $ 27,551
                                                       ========       ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable                                  $ 13,500       $ 19,468
     Officers advances (Note 5)                          54,094         42,118
                                                       ________       ________

            Total current liabilities                  $ 67,594       $ 61,586
                                                       ________       ________


STOCKHOLDERS' EQUITY
     Common stock: $.001 par value;
        authorized 50,000,000 shares;
        issued and outstanding:
        4,100,000 shares at December 31, 2001:         $              $  4,100
        4,100,000 shares at December 31, 2002;                           4,100
     Additional Paid In Capital                               0              0
     Accumulated deficit during development stage       (49,543)       (38,135)
                                                       ________       ________

            Total stockholders' equity                 $(45,443)      $(34,035)
                                                       ________       ________

                   Total liabilities and
                   stockholders' equity                $ 22,151       $ 27,551
                                                       ========       ========


See Accompanying Notes to Financial Statements.


                                      F-2


<PAGE>

<TABLE>
<CAPTION>


                           DOMAIN REGISTRATION, CORP.
                          (A Development Stage Company)
                              Statements of INcome
                            Years Ended December 31,

                                                                                      July 10, 1996
                                                                                      (inception) to
                                                                                       December 31,
                                            2002           2001           2000             2002
                                         __________     __________     __________     ______________
<S>                                      <C>            <C>            <C>              <C>

Revenues                                 $        0     $        0     $        0       $        0

Cost of revenue                               1,800            750              0            2,550
                                         __________     __________     __________       __________

           Gross profit                  $   (1,800)    $     (750)    $        0       $   (2,550)

General, selling and
   administrative expenses
      Operating expenses                      9,608         11,099          7,213           45,264
      Reduction in goodwill (Note 9)              0          1,729              0            1,729
                                         __________     __________     __________       __________
           Operating (loss)              $  (11,408)    $  (12,828)    $   (7,213)      $  (49,543)

Nonoperating income (expense)                     0              0              0                0
                                         __________     __________     __________       __________

   Net (loss)                            $  (11,408)    $  (13,578)    $   (7,213)      $  (49,543)
                                         ==========     ==========     =========        ==========


   Net (loss) per share, basic
   and diluted (Note 2)                  $    (0.00)    $    (0.00)    $    (0.00)      $    (0.02)
                                         ==========     ==========     =========        ==========

   Average number of shares
   of common stock outstanding            4,100,000      2,554,795      2,100,000        2,482,090
                                         ==========     ==========     ==========       ==========

</TABLE>



See Accompanying Notes to Financial Statements.


                                      F-3


<PAGE>

<TABLE>
<CAPTION>


                           DOMAIN REGISTRATION, CORP.
                          (A Development Stage Company)
                       StatementS of stockholders' equity



                                                                                 Accumulated
                                                                                  (Deficit)
                                             Common Stock         Additional       During
                                         ____________________      Paid-In       Development
                                          Shares       Amount      Capital          Stage
                                         _________     ______     __________     ___________
<S>                                      <C>           <C>           <C>          <C>

Balance, December 31, 1999               2,100,000     $2,100        $  0         $(17,344)

Net (loss), December 31, 2000                                                       (7,213)
                                         _________     ______        ____         ________

Balance, December 31, 2000               2,100,000     $2,100        $  0         $(24,557)

Issuance of stock in merger with
   Suzy-Path Corp.                       2,000,000      2,000           0

Net (loss) December 31, 2001                                                       (13,578)
                                         _________     ______        ____         ________

Balance, December 31, 2001               4,100,000     $4,100        $  0         $(38,135)

Net (loss) December 31, 2002                                                       (11,408)
                                         _________     ______        ____         ________

Balance, December 31, 2002               4,100,000     $4,100        $  0         $(49,543)
                                         =========     ======        ====         ========

</TABLE>


See Accompanying Notes to Financial Statements.


                                      F-4


<PAGE>

<TABLE>
<CAPTION>


                           DOMAIN REGISTRATION, CORP.
                          (A Development Stage Company)
                            StatementS of cash flows
                            Years Ended December 31,

                                                                                        July 10, 1996
                                                                                        (inception) to
                                                                                         December 31,
                                                     2002          2001        2000         2002
                                                   ________     ________    ________    ______________
<S>                                                <C>          <C>          <C>          <C>

Cash Flows From
Operating Activities
    Net (loss)                                     $(11,408)    $(13,578)    $7,213)      $(49,543)
    Adjustments to reconcile net (loss)
    to cash (used in) operating activities:
       Reduction in goodwill                              0        1,729          0          1,729
    Changes in assets and liabilities
       (Increase) decrease in prepaid assets          5,400      (24,750)         0        (19,350)
       Increase (decrease) in accounts payable       (5,968)      19,468          0         13,500
       Increase in officer advances                  11,976       19,661      7,213         54,094
                                                   ________     ________     ______       ________

         Net cash (used in)
            operating activities                   $      0     $  2,530     $    0       $    430
                                                   ________     ________     ______       ________

Cash Flows From
Investing Activities
    Acquisition  of businesses, net of cash        $      0     $ (4,530)    $    0       $ (4,530)
                                                   ________     ________     ______      ________

Cash Flows From
Financing Activities
    Cash received in acquisition                   $      0     $  1,101     $    0       $  1,101
    Issuance of common stock                              0        2,000          0          4,100
                                                   ________     ________     ______       ________

         Net cash provided by
            financing activities                   $      0     $  3,101     $    0       $  5,201
                                                   ________     ________     ______       ________

         Net increase (decrease)
            in cash                                $      0     $      0     $    0       $  1,101

Cash, beginning of period                             1,101            0          0       $      0
                                                   ________     ________     ______       ________
Cash, end of period                                $  1,101     $  1,101     $    0       $  1,101
                                                   ========     ========     ======       ========

</TABLE>



See Accompanying Notes to Financial Statements.


                                      F-5


<PAGE>

                           DOMAIN REGISTRATION, CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2002, 2001 and 2000


NOTE 1.  HISTORY AND ORGANIZATION OF THE COMPANY

NATURE OF BUSINESS:

Domain Registration, Corp. ("Company") was organized July 31, 2001 under the
laws of the State of Nevada. Bahamas Enterprises, Inc., the accounting
predecessor to the Company was organized under the laws of the State of Nevada
on July 10, 1996. The Company currently has limited operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"Accounting and Reporting by Development Stage Enterprises," is considered a
development stage company.

MERGER BETWEEN SUZY-PATH, CORP. AND BAHAMAS ENTERPRISES, INC.

On September 27, 2001, the Articles and Plan of Merger of Bahamas Enterprises,
Inc., a Nevada corporation into Suzy-Path, Corp., a Nevada Corporation was
adopted. This plan was effective with the filing of the document with the State
of Nevada on October 9, 2001. Through the agreement, each outstanding share of
the Company was automatically converted to one share of Suzy-Path, Corp and the
shares of Suzy-Path, Corp. were reconstituted on the basis of 100 shares for
each original share of Suzy-Path, Corp. The transaction results in 4,100,000
shares of Suzy-Path, Corp. Suzy-Path, Corp. assumed all liabilities and
obligations of the Company. Based on the terms of the merger agreement, through
Rule 12g-3(a) of the general rules and regulations of the Securities and
Exchange Commission, Suzy-Path became the surviving entity for reporting
purposes to the Securities and Exchange Commission.

For accounting purposes, the acquisition of Bahamas Enterprises, Inc. by
Suzy-Path Corp. was treated as a reverse acquisition. Bahamas Enterprises, Inc.
was considered as the acquirer. The financial statements are those of Bahamas
Enterprises, Inc. and its operations since its inception of July 10, 1996. All
information in the accompanying financial statements was restated to reflect
this transaction.

MERGER BETWEEN DOMAIN REGISTRATION, CORP. AND SUZY-PATH, CORP.

On September 27, 2001, Suzy-Path, Corp. adopted the Articles and Plan of Merger
of Suzy-Path, Corp., a Nevada corporation, into Domain Registration, Corp., a
Nevada Corporation. Domain Registration, Corp was a wholly owned subsidiary of
Suzy- Path, Corp. This plan was effective with the filing of the document with
the State of Nevada on October 10, 2001. Through the agreement, each outstanding
share of Suzy-Path, Corp was automatically converted to one share of Domain
Registration, Corp. Domain Registration, Corp. assumed all assets, liabilities
and obligations of Suzy-Path, Corp. Based on the terms of the merger agreement,
through Rule 12g-3(a) of the general rules and regulations of the Securities and
Exchange Commission, Domain Registration, Corp. has elected to be the surviving
entity for reporting purposes to the Securities and Exchange Commission.

For accounting purposes, the acquisition of Suzy-Path, Corp. by Domain
Registration, Corp is treated as a reverse acquisition. Suzy-Path, Inc. was
considered as the acquirer. The financial statements are those of merged
Suzy-Path, Corp. and Bahamas Enterprises, Inc. and its operations since its
inception of July 10, 1996. All information in the accompanying financial
statements was restated to reflect this transaction.


                                      F-6


<PAGE>


                           DOMAIN REGISTRATION, CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2002, 2001 and 2000


NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES

ESTIMATES

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

CASH

For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of December 31, 2002, 2001 and 2000.

INCOME TAXES

Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "Accounting for Income Taxes." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effect of
changes in tax laws and rates on the date of enactment.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill. Recorded goodwill and intangibles will
be evaluated against these new criteria and may result in certain intangibles
being subsumed into goodwill, or alternatively, amounts initially recorded as
goodwill may be separately identified and recognized apart from goodwill. SFAS
No. 142 requires the use of a non-amortization approach to account for purchased
goodwill and certain intangibles. Under a non-amortization approach, goodwill
and certain intangibles will not be amortized into results of operations, but
instead would be reviewed for impairment and written down and charged to results
of operations only in the periods in which the recorded value of goodwill and
certain intangibles is more than its fair value. The provisions of each
statement that apply to goodwill and intangible assets acquired prior to June
30, 2001 will be adopted by the Company on January 1, 2002.

The FASB also recently issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," that is applicable to financial statements
issued for fiscal years beginning after December 15, 2001. The FASB's new rules
on asset impairment supersede SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and portions of
Accounting Principles Bulletin Opinion 30, "Reporting the Results of
Operations." This Standard provides a single accounting model for long-lived
assets


                                      F-7


<PAGE>


                           DOMAIN REGISTRATION, CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2002, 2001 and 2000


NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

to be disposed of and significantly changes the criteria that would have to be
met to classify an asset as held-for-sale. Classification as held-for-sale is an
important distinction since such assets are not depreciated and are stated at
the lower of fair value and carrying amount. This Standard also requires
expected future operating losses from discontinued operations to be displayed in
the period(s) in which the losses are incurred, rather than as of the
measurement date as presently required. The provisions of this Standard are not
expected to have a significant effect on the Company's financial position or
operating results.

NOTE 3.  STOCKHOLDERS' EQUITY

COMMON STOCK

The authorized common stock of the accounting predecessor to the Company
consisted of 25,000,000 shares with par value of $0.001. On July 30, 1996, the
accounting predecessor to the Company authorized and issued 21,000 shares of its
no par value common stock in consideration of $2,100 in cash.

On February 2, 1999, the State of Nevada approved Bahamas Enterprises, Inc.'s
restated Articles of Incorporation, which increased its capitalization from
25,000 common shares to 25,000,000 common shares. The no par value was changed
to $0.001 per share. On February 2, 1999, Bahamas Enterprises, Inc.'s
shareholders approved a forward split of its common stock at one hundred shares
for one share of the existing shares. The number of common stock shares
outstanding increased from 21,000 to 2,100,000. Prior period information has
been restated to reflect the stock split

Through the merger with Suzy-Path, Corp. as described in Note 1 to the financial
statements, the accounting predecessor to the Company issued 2,000,000 shares of
common stock for each share outstanding of Suzy-Path, Corp.

Based upon Rule 12g-3(a) of the general rules and regulations of the Securities
and Exchange Commission, Domain Registration, Corp. has elected to be the
surviving entity for reporting purposes to the Securities and Exchange
Commission. Based upon the terms of the merger agreement, the 4,100,000 issued
and outstanding shares of Suzy-Path, Corp. were automatically converted the same
number of to shares in Domain Registration, Corp. Domain Registration, Corp. was
organized July 31, 2001 under the laws of the State of Nevada. The Company
authorized 50,000,000 shares of common stock.

The Company has not authorized any preferred stock.

NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with SFAS No. 128, "Earnings Per
Share." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.


                                      F-8


<PAGE>


                           DOMAIN REGISTRATION, CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2002, 2001 and 2000

NOTE 3.  STOCKHOLDERS' EQUITY (continued)

Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 4,100,000 for December 31, 2002, 2,554,795
for December 31, 2001, 2,100,000 for December 31, 2000 and 2,482,090 since
inception. As of December 31, 2002 and since inception, the Company had no
dilutive potential common shares.

NOTE 4.  INCOME TAXES

There is no provision for income taxes for the period ended December 31, 2002,
due to the net loss and no state income tax in Nevada, the state of the
Company's domicile and operations. The Company's total deferred tax asset as of
December 31, 2001 is as follows:

             Net operating loss carry forward            $  49,543
             Valuation allowance                         $ (49,543)
                                                         _________
             Net deferred tax asset                      $       0

The net federal operating loss carry forward will expire between 2016 and 2022.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.

In connection with the acquisition of Suzy-Path, Corp. and Domain Registration,
Corp., the Company acquired certain federal net operating loss carryforwards of
$3,429. If, in the future, the realization of these acquired deferred tax assets
becomes more likely than not, any reduction in the associated valuation
allowance will be allocated to reduce purchased intangibles.

NOTE 5.  GOING CONCERN

The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant cash of
other material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern. The stockholders, officers, and directors have committed to advancing
certain of the operating costs of the company.

NOTE 6.  RELATED PARTY TRANSACTIONS

The Company does not own or lease any real or personal property. An officer of
the corporation provides office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been reflected
therein. The officers and directors for the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interest. The Company has not formulated a policy for the resolution of
such conflicts.


                                      F-9


<PAGE>


                           DOMAIN REGISTRATION, CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2002, 2001 and 2000


NOTE 7.  WARRANTS AND OPTIONS

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

NOTE 8.  BUSINESS COMBINATIONS

MERGER BETWEEN SUZY-PATH, CORP. AND BAHAMAS ENTERPRISES, INC.

Bahamas Enterprises, Inc. is a reporting company to the Security and Exchange
Commission under the Securities Act of 1934, as amended. Suzy-Path, Corp.
maintained a web site for customers to register domain names through a contact
with Verio, Inc. The merger resulted in the direct acquisition of the assets
comprising a going business.

Pursuant to SFAS No. 141, "Business Combinations," the transaction was treated
as a reverse acquisition by Bahamas Enterprises, Inc., whereby the assets
acquired and liabilities were recorded at their fair market value. The excess of
cost over net identifiable assets acquired is reflected as goodwill. The
allocation of the purchase price was as follows:

             Cash                               $  1,501
             Prepaid assets                       13,050
             Investment in subsidiary             15,000
             Goodwill                                949
                                                ________
                                                  30,500

             Officer payable                      15,000
             Accounts payable                     13,500
                                                ________
                                                  28,500
                                                ________
                                                $  2,000
                                                ========

             Share consideration                $  2,000
                                                 =======

MERGER BETWEEN DOMAIN REGISTRATION, CORP. AND SUZY-PATH, CORP.

Domain Registration, Corp. was a wholly-owned subsidiary of Suzy-Path, Corp. It
also maintained a web site for customers to register domain names through a
contact with Verio, Inc. The merger resulted in the direct acquisition of the
assets comprising a going business.

Pursuant to SFAS No. 141, "Business Combinations," the transaction was treated
as a reverse acquisition by Suzy-Path, Corp., whereby the assets acquired and
liabilities were recorded at their fair market value. The excess of cost over
net identifiable assets acquired is reflected as goodwill. The allocation of the
purchase price was as follows:


                                      F-10


<PAGE>


                           DOMAIN REGISTRATION, CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2002, 2001 and 2000


NOTE 8.  BUSINESS COMBINATIONS (continued)

                  Prepaid expenses                   $ 13,050
                  Goodwill                              2,480
                                                     --------
                                                     $ 15,530

                  Officer payable                         530

                  Elimination of investment of
                    subsidiary                         15,000
                                                     --------
                                                     $ 15,530
                                                     ========

                  Share consideration                $      0
                                                      =======


NOTE 9.  INTANGIBLE ASSETS, INCLUDING GOODWILL

         The components of intangible assets are as follows:

         Goodwill $                                     3,429

         Reduction  of Goodwill and
              other long-lived assets                  (1,729)
                                                     ---------

                                                     $  1,700
                                                     ========

The Company, as part of its review of financial results for the period ended
December 31 2001, performed an assessment of the carrying value of he Company's
goodwill recorded in connection with its acquisition. The assessment was
performed pursuant to SFAS 121 because of the Company's limited operations. The
conclusion of the SFAS 121 assessment was that the Company that the carrying
value of these assets exceeded their fair value. The write down of $1,729 is
related to the goodwill associated with the acquisitions of Suzy-Path, Corp. and
Domain Registration, Corp. The acquisitions were for the ongoing business in
anticipation of cash flow over the life of the Verio, Inc. contracts. Fair value
was determined as the legal fees and registration costs that would have been
incurred had the Company chose to start instead of purchase the operations.

                                      F-11


<PAGE>


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

                  There have been neither changes nor any disagreements with the
accountants or the accountant's findings.


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

Directors, Officers, Promoters and Control Persons.

                  The members of the Board of Directors of the Company serve
until the next annual meeting of the stockholders, or until their successors
have been elected. The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is as
follows:

         Name                    Ages               Position
         ____                    ____               ________

         Amy Hadley               41         President/Director

         Scott Curtis Nilson      28         Secretary/Treasurer Director

         Felicia May Nilson       30         Director


                                      41.


<PAGE>


                  The principal occupation and business experience during the
last five years for each of the present directors and executive officers of the
Company are as follows:

                  AMY HADLEY

                  Amy Hadley has been a major shareholder of the Company since
                  October 10, 2001 and is the President and a director of the
                  Company. From 1990 to the present, she has been employed as a
                  Technical Support Specialist for NORAD. She has been
                  responsible for project support, presentation, setup, graphics
                  design and research and development in synthetic warfare,
                  demonstration support and SAF operations (computer war
                  gaming). She is also the owner of ANG Enterprises, a boutique
                  website design firm providing layout, uploading and
                  maintenance of customer websites.

                  STUART CURTIS NILSON

                  Stuart Curtis Nilson has been a major shareholder of the
                  Company since 1996 and has been the Secretary, Treasurer and a
                  director since 1999. From 1994 to the present, York
                  International has employed him in connection with the
                  evaluation, design and fabrication of duct and pipe systems
                  for existing projects, as well as for new projects.

                  FELICIA MAY NILSON

                  Felicia May Nilson has been a major shareholder of the Company
                  since 1996, had been the President until October 10, 2001, and
                  a director since 1999. From 1994 to the present, she has been
                  an executive administrative assistance at Spanish Trail
                  Associates, with responsibilities for all real estate
                  projects, including budgeting, forecasting, financial
                  analysis, with renter liaison.

                  The officers and directors may be deemed parents and promoters
of the Company as those terms are defined by the Securities Act of 1933, as
amended. All directors hold office until the next annual stockholders' meeting
or until their death, resignation, retirement, removal, disqualification, or
until their successors have been elected and qualified. Officers of the Company
serve at the will of the Board of Directors.


                                      42.


<PAGE>


                  There are no agreements or understandings for any officer or
director of the Company to resign at the request of another person and none of
the officers or directors is acting on behalf of or will act at the direction of
any other person.

Section 16(a) Beneficial Ownership Reporting Compliance.

                  Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our directors, executive officers and holders of more than 10%
of our common stock to file with the Securities and Exchange Commission reports
regarding their ownership and changes in ownership of the common stock. We
believe that from Bahamas Enterprises, Inc. inception through its merger of
October 9, 2001 with us and through December 31, 2002, the end of our current
fiscal year, our officers, directors and 10% stockholders complied with all
Section 16(a) filing requirements, with the exception of one report for Amy
Hadley on a Form 3. She did not timely report the receipt of her 2,000,000
shares. Stuart Curtis Nilson, Felicia May Nilson and Vickie L. Andre each filed
a Form 3 as an officer, director and as a holder of more than 10% of common
stock of Bahamas Enterprises, Inc., a predecessor issuer to our Company on July
13, 1999. We have been informed that Amy Hadley intends to file a Form 3,
although Section 16(a) contains no provisions allowing an insider to file a late
report. All information that would have been contained in the Form 3 of Amy
Hadley was contained in the timely filed Form 8K12G filed on October 25, 2001
with the Securities and Exchange Commission and this information remains
unchanged as of the date hereof. In making these statements, we have relied upon
an examination of a copy of the Form 3s provided to us and the representations
of each of our directors and officers.

                  Notwithstanding the above disclosure, the Company has checked
the box provided on the cover page of this Form to indicate that there is no
disclosure in this form of reporting person delinquencies in response to Item
405 of Regulation S-B.


ITEM 10. EXECUTIVE COMPENSATION.

                  No executive compensation has been paid since our inception.
We have paid no compensation or consulting fees to any of our officers or
directors and we are not a party to any employment agreements. We have made no
advances and no advances are contemplated to be made by us to any of our
officers or directors. We have not reimbursed any of our officers and directors
for out-of-pocket expenses since our inception. We have no retirement, pension,
profit sharing or stock option plans or insurance or medical reimbursement plans


                                      43.


<PAGE>


covering our officers and directors and we do not contemplate implementing any
such plans. Although each of the officers is technically an employee, except for
Amy Hadley, none of the officers spent more than two hours per month developing
our business. No value has been assigned to any of the services performed by our
officers (employees) and no compensation will be awarded to, earned by, or paid
to these officers. Amy Hadley is now the only officer who serves as an employee
and is the only person who provides services to us in connection with the
implementation of our plan of operation. We do contemplate, however, that any
officer and director will be entitled to reimbursement for out of pocket
expenditures for activities on our behalf. There are no transactions between us
and any third party wherein the purpose of the transaction is to furnish
compensation to any of our officers and directors. We do not anticipate any
compensation to be paid to any officer and director for the fiscal year ended
December 31, 2003.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership of Certain Beneficial Owners.

                  The following table sets forth the security and beneficial
ownership for each class of equity securities of the Company for any person who
is known to be the beneficial owner of more than five percent of the Company.

                  Name and                  Amount and
                  Address of                Nature of
                  Beneficial                Beneficial        Percent
Title of Class       Owner                    Owner           of Class
______________________________________________________________________

Common            Felicia May Nilson          Record   500,000  12.195%
                  7901 High Stream Avenue
                  Las Vegas, Nevada 89130

Common            Stuart Curtis Nilson        Record   600,000  14.634%
                  7901 High Stream Avenue
                  Las Vegas, Nevada 89130

Common            Vickie L. Andre             Record   350,000   8.536%
                  945 W. Cantebria Drive
                  Gilbert, Arizona 85233

Common            Amy Hadley                  Record 2,000,000  48.780%
                  334 N. Cuyamaca Street
                  El Cajon, CA 92020


                                      44.


<PAGE>


Common            All Beneficial                     3,450,000  84.145%
                  Owners as a Group
                  (four [4] individuals)

                  The total of the Company's outstanding Common Shares are held
by 26 persons.

Security Ownership of Management.

                  The following table sets forth the ownership for each class of
equity securities of the Company owned beneficially and of record by all
directors and officers of the Company.

                  Name and                  Amount and
                  Address of                Nature of
                  Beneficial                Beneficial        Percent
Title of Class       Owner                    Owner           of Class
______________________________________________________________________

Common            Felicia May Nilson          Record   500,000  12.195%
                  7901 High Stream Avenue
                  Las Vegas, Nevada 89130

Common            Stuart Curtis Nilson        Record   600,000  14.634%
                  7901 High Stream Avenue
                  Las Vegas, Nevada 89130

Common            Amy Hadley                  Record 2,000,000  48.780%
                  334 N. Cuyamaca Street
                  El Cajon, CA 92020

Common            All Officers and                   3,100,000  75.930%
                  Directors as a Group
                  (three [3] individuals)

Ownership and Change in Control.

                  Felicia May Nilson and Stuart Curtis Nilson are husband and
wife. Accordingly, each may be deemed the owner of the other's Common Stock. In
the aggregate, the Nilsons would own 950,000 shares of our Common Stock or
23.17% of our issued and outstanding Common Stock. However, each has currently
disclaimed any beneficial ownership in the Common Stock owned by the other.


                                      45.


<PAGE>


                  There are currently no arrangements that would result in a
change in our control.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

                  There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.

                  Other than the sale and issuance of the shares of stock of
Suzy-Path, Corp. to its sole shareholder and the capital contribution by the
then sole shareholder of Suzy-Path, Corp. to Domain Registration, Corp. in
connection with the formation of Domain Registration, Corp. and the series of
transactions which we had with Bahamas Enterprises, Inc and the executory
agreement to provide added financing, we have not entered into any transactions
with our officers, directors, persons nominated for such positions, beneficial
owners of five (5%) percent or more of our common stock, or family members of
such persons. We are not a subsidiary of any other company.

                  Our officers and directors may be deemed to be promoters, as
that term is defined in the federal securities laws. See Item 11 above for the
ownership in us by each of our officers and directors.

                  Any transactions between the Company and its officers,
directors or five (5%) percent shareholders, and their respective affiliates,
will be on terms no less favorable than those terms which could be obtained from
unaffiliated third parties and said transactions will be approved by a majority
of the independent and disinterested directors.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

                  There are no reports on Form 8-K incorporated herein by
reference.

                  The following documents are filed as part of this report:

                  23.1 Consent of Kyle L. Tingle, CPA.
                  99.1 Certification by Amy Hadley
                  99.2 Certification by Scott Curtis Nilson


                                      46.


<PAGE>


                        SIGNATURES


          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 27, 2003          DOMAIN REGISTRATION, CORP.

                              By: /s/ AMY HADLEY
                                  ________________________
                                  Amy Hadley
                                  President

                  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

Date: March 27, 2003          DOMAIN REGISTRATION, CORP.

                              By: /s/ AMY HADLEY
                                  ________________________
                                  Amy Hadley
                                  President


                                      47.


<PAGE>


                                     CERTIFICATIONS

I, Amy Hadley, certify that:


1. I have  reviewed  this annual  report on Form 10-KSB of Domain  Registration,
Corp;

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

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

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

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

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

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

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

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

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

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


                                              /s/ AMY HADLEY
                                              ___________________________
                                                  Amy Hadley
                                                  President

Date: March 27, 2003


<PAGE>


I, Scott Curtis Nilson, certify that:

1. I have  reviewed  this annual  report on Form 10-KSB of Domain  Registration,
Corp.;

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

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

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

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

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

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

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors:

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

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

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


                                         /s/ SCOTT CURTIS NILSON
                                         ________________________
                                             Scott Curtis Nilson
                                             Treasurer (Chief Financial Officer)


Date: March 27, 2003