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

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

 For the transition period from ____ to _____

                      For the year ended December 31, 2002


                        Commission File Number 000-31005


                            Clemmy Technologies Corp.
        (Exact Name of Small Business Issuer as specified in its Charter)


      Nevada                                  88-0421219
      ------                                  ----------
(State or other Jurisdiction of             (I.R.S. Employer
Incorporation or Organization)          Identification Number)


                    9750 Peace Way #2090 Las Vegas, NV 89147
                  (Address of principal executive offices) (Zip
                                      Code)
                             The official office is

                                 (505) 421 2421
                           (Issuer's telephone number)


Check whether the Issuer (1) 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 for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.

Yes     No  X

Indicate the number of shares outstanding of each of the issuer's classes of
Common Equity, as of the latest practicable date.


Common Stock, $.001 par value                     600,000
-----------------------------                     -------
(Title of Class)                  (Number of Shares Outstanding
                                         at May 31, 2005)







                                        1

<PAGE>








ITEM 1.  DESCRIPTION OF BUSINESS

General

Clemmy Technologies Corp., (the "Issuer" or "Company") was incorporated under
the laws of the State of Nevada on December 31,1998. The Company has no
subsidiaries and no affiliated companies. The Company is a development stage
company that does not currently have any contracts and, therefore, has not
received or earned any revenues from operations since inception.

Business of Issuer

The Company plans to develop computer software. The Company's products are
intended to be programs and utilities that will make computers easier to use.
The Company intends to lease a suitable office/warehouse and computer facility.

The Company anticipates being able to acquire orders through utilizing
attainable contacts within the computer software industry. The Company intends
to generate revenue in the future by being listed in the yellow pages, placing
advertisements in various computer magazines and by developing its web site for
Internet orders and inquiries. At this time, the Company does not have any
principal business contacts.

The computer industry is a very competitive industry. Competition in the
industry is primarily focused on quality, price, technical specifications and
both customer service and technical support. In order for the Company to be
competitive in these marketplaces, the Company must effectively maintain and
promote the quality of its services and its products among consumers and
establish strong marketing relationships with distributors of the products.
While the Company believes that it will compete effectively, the Company
competes with a number of manufacturers and marketers of computer software which
have substantially greater resources than the Company and many of which have
well-recognized brand name contracts and broader and more established
distribution networks. The Company anticipates being able to utilize its smaller
size to attract those seeking more personalized service support and to maintain
its ability to adapt with technological changes over the Internet and in the
market place. Further, the Company expects to utilize the Internet to further
attract customers via search engines upon designing and completing of the web
page.

Planned Business

The Company plans to market and promote its computer software products starting
in Nevada. Since society is interested in computers and computer use is at an
all time high and growing, our presence on the Internet, along with increased
information on the Internet, should result in the development of a vastly
improved computer software industry.

Marketing

The Company intends to develop computer software that will make using computers
easier. The Company intends to hire a marketing team to implement the Company's
marketing objectives. The Company also intends to utilize direct mailing and
e-mail to contact retailers.




                                        2

<PAGE>



The Company's marketing and licensing strategy is to (i) establish and expand
the sales of the Company's products; (ii) selectively establish licensed product
lines to be marketed, (iii) expand the number of representatives; and, (iv)
acquire or establish relationships with major retailers, businesses, companies,
properties or technologies.

The Company will design and develop all of its inventory. To date, no contracts
have been executed and the Company does not anticipate entering into any
contracts due to lack of funding. Upon funding, letters of credit may be sought.

The Company does not anticipate being dependent on one major or a few major
customers. The Company intends to supply to large computer retailers and small
businesses as well. However, at this time, the Company does not have any
contracts with any such organizations. Also, management of the Company expects
that submitting its web page to various search engines on the Internet will
attract customers. However, there is no guarantee that the Company's web-site,
when completed, will have a positive impact on the Company's business.

The Company does not presently have any paid employees. Employees will be hired
as progress on developing the Company's business plan moves forward.

Presently the Company has no intellectual property rights.

ITEM 2.     DESCRIPTION OF PROPERTY

The Company neither owns nor leases any real property at this time.

ITEM 3.     LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against the Company has been
threatened.

ITEM 4.     SUBMISSION OF MATTERS TO SHAREHOLDERS' VOTE

During the fourth quarter of 2002, no matters were submitted to the shareholders
of the Company for their vote.

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

There currently is not a public trading market for the Company's securities. As
of May 31, 2005, there were 8 shareholders and 600,000 common shares issued and
outstanding. No dividends have been declared or paid on the Company's
securities, and it is not anticipated that any dividends will be declared or
paid in the foreseeable future.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS

This 10-KSB contains forward-looking statements. Such statements consist of any
statement other than a recitation of historical facts and can be identified by
words such as "may," "expect," "anticipate," "estimate," "hopes," "believes,"
"continue," "intends," "seeks," "contemplates," "suggests," "envisions" or the
negative thereof or other variations thereon or comparable terminology. These
forward-looking statements are based largely on the Company's expectations and
are subject to a number of risks and uncertainties, including but not limited
to: those risks associated with economic conditions generally and the economy in
those areas where the Company has or expects to have assets and operations,
including, but not restricted to Nevada and eventually other jurisdictions;
competitive and other factors affecting the Company's operations, markets,
products and services; those risks associated with the ability to obtain
contracts and the funding of the Company and other costs associated with the
Company's marketing strategies; those risks associated with the Company's
ability to successfully negotiate with certain business owners; those risks
relating to estimated contract costs, estimated losses on uncompleted contracts



                                        3

<PAGE>



and estimates regarding the percentage of completion of contracts, risks
relating to the ability of Company to raise the funds necessary to operate and
develop business, and risks relating to changes in interest rates and in the
availability, cost and terms of financing; risks related to the performance of
financial markets; risks related to changes in domestic and foreign laws,
regulations and taxes; risks related to changes in business strategy or
development plans; risks related to any possible future lawsuits against the
Company and the associated costs, and risks associated with future
profitability. Many of these factors are beyond the Company's control. Actual
results could differ materially from these forward-looking statements. In light
of these risks and uncertainties, there can be no assurance that the
forward-looking information contained in this Form 10-KSB will, in fact, occur.
The Company's actual results may differ materially as a result of certain
factors, including those set forth in this Form 10- KSB. Potential investors
should consider carefully the previously stated factors, as well as the more
detailed information contained elsewhere in this Form 10-KSB, before making a
decision to invest in the common stock of the Company.

The following is a discussion of the financial condition and results of
operations of the Company as of and for the year ended December 31, 2002. This
discussion and analysis should be read in conjunction with the accompanying
audited Financial Statements of the Company including the Notes thereto, which
are included elsewhere in this Form 10-KSB and the notice regarding
forward-looking statements.

PLAN OF OPERATION

The Company is organizing to develop computer software that will make using
computer easier. Additional funding through private placement will be necessary
to enable the Company to lease a suitable office/warehouse/computer facility in
Las Vegas and to enable the Company to complete its Web Page and to secure
contracts with suppliers and users.

The need for computer software increases with the increase in the number of
computer users. Management of the Company expects that the increasing number of
computer users will positively affect the general demand for computer software.

The Company intends to raise adequate funds through debt or equity financing to
provide adequate working capital for the next 12 months. This will be used to
develop Internet business, pay professionals and for advertising in theYellow
Pages and all the major computing magazines. The company is not expecting to
make a significant change in the number of employees over the next 12 months.

Revenue

The Company has not received revenues from operations during the two-year period
preceding the filing of this Form 10-KSB. The Company has not yet achieved any
revenue from operations to date. Since the Company is still in the development
stage its expenses were nominal and paid for by the Company's
president/director.

Liquidity

The Company will have to raise additional capital in the next twelve months. As
of December 31, 2002, the Company had no working capital. In order to satisfy
the liquidity needs of the Company for the following twelve months, the Company
will be primarily dependent upon proceeds from the sale of the Company's common
and/or preferred stock and possible future cash flow from operations. Since the
Company is in its development stage and has not entered into any contracts,
attracted clientele or otherwise engaged in any activity that would generate
revenue at this time, the Company does not currently have the revenue necessary
to fund future operations of the Company. If the Company is unable to obtain
adequate funds



                                        4

<PAGE>



from the sale of its stock in public offerings, private placements, or
alternative financing arrangements, it may be necessary to postpone any
additional acquisitions, and this may affect the Company's ability to obtain
Letters of Credit.

The Company is seeking additional financing in the form of equity and debt in
order to make the necessary improvements and provide working capital to enter
into purchase and supply contracts. There are no assurances the Company will be
successful in raising the funds required. The Company has issued shares of its
Common Stock from time to time in the past to satisfy certain obligations and
expects in the future to also acquire certain services, satisfy indebtedness
and/or make acquisitions utilizing authorized shares of the capital stock of the
Company. If operations and cash flow can be improved through these efforts,
management believes that the Company's liquidity problems will be resolved and
that the Company can continue to operate. However, no assurance can be given
that management's actions will result in profitable operations.


Potential Uncertainties

As the Company expects eventually to obtain equipment from overseas
manufacturers and such expenditures are generated in foreign currencies,
fluctuations in the value of currencies relative to the United States dollar
could adversely affect the Company's profitability. Royalty payments paid by the
Company relating to foreign licensing arrangements will be converted to U.S.
dollars based on the exchange rate at the time of payment.

As funding becomes available the Company expects to engage the services of
consultants to assist in establishing a priority list and protocol to set goals
for developing products. This will include investigating products already in the
market and looking to establishing products which are needed and establishing
markets for them.

No purchases or sales of significant equipment are expected in the next 12 month
period.

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This statement includes projections of future results and "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of 1933
as amended (the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934 as amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical fact, are
forward-looking statements. Although Management believes that the expectations
reflected in these forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without limitation, in
conjunction with those forward-looking statements contained in this Statement.



                                        5

<PAGE>



ITEM 7.     FINANCIAL STATEMENTS.




















                            CLEMMY TECHNOLOGIES CORP.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 2002

























                                        6

<PAGE>




                            CLEMMY TECHNOLOGIES CORP.
                          (A Development Stage Company)

                              Financial Statements

                      For the Year Ended December 31, 2002




Contents                                                              Page


Report of Independent Registered Public Accounting Firm                 8

Financial Statements

Balance Sheets                                                          9

Statements of Operations                                               10

Statements of Changes in Stockholders' Equity (Deficit)                11

Statements of Cash Flows                                               12

Notes to Financial Statements                                       13-14




















                                        7

<PAGE>








            Report of Independent Registered Public Accounting Firm


To the Board of Directors CLEMMY TECHNOLOGIES CORP.

We have audited the balance sheet of CLEMMY TECHNOLOGIES CORP. (a development
stage company) (the Company) as of December 31, 2002, and the related statements
of operations, changes in stockholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of the Company as of
December 31, 2000 and for the period of December 31, 1998 through December 31,
2000 were audited by another auditor, whose report, dated July 20, 2001,
expressed an unqualified opinion with a going concern paragraph on those
statements.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CLEMMY TECHNOLOGIES CORP. as of
December 31, 2002, and the results of its operations and its cash flows for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has suffered net losses since inception and is
still considered a development stage company, as it has not yet obtained
revenues from its planned principle operations. These factors raise substantial
doubt about the Company's ability to meet its obligations and to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 5. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Child, Sullivan & Company
Kaysville, Utah
March 8, 2005










                                        8

<PAGE>



                            CLEMMY TECHNOLOGIES CORP.
                          (A Development Stage Company)
                                 BALANCE SHEETS




<TABLE>
<CAPTION>
                                                                             As of December 31,
                                                                        2002             2001
                                                                   --------------    ---------------
                                                                                       (UNAUDITED)
ASSETS
CURRENT ASSETS
<S>                                                                <C>               <C>
     Cash                                                          $            -    $             -
                                                                   --------------    ---------------

OTAL ASSETS                                                        $            -    $             -
                                                                   ==============    ===============


LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES                                                        $            -    $             -

STOCKHOLDERS' EQUITY (NOTE 3)
     Common stock; $.001 par value, 50,000,000 shares
          authorized, 247,000 shares issued and outstanding                   247               247
     Capital in excess of par value                                        25,603            25,603
     Deficit accumulated during the development stage                     (25,850)          (25,850)
                                                                   --------------    --------------

          Total stockholders' equity                                            -                 -
                                                                   --------------    --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $            -    $           -
                                                                   ==============    ==============

</TABLE>












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




                                        9

<PAGE>





                           CLEMMY TECHNOLOGIES CORP.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                              Cumulative
                                                                           from Inception,
                                                For the Year Ended         December 31, 1998,
                                                   December 31,            to December 31,
                                              2002             2001               2002
                                        --------------    --------------   ----------------
                                                             (UNAUDITED)       (UNAUDITED)
<S>                                     <C>               <C>              <C>
REVENUES                                $            -    $            -   $              -

EXPENSES
     General and administrative                      -                 -             29,126
                                        --------------    --------------   ----------------

             Total expenses                          -                 -             29,126
                                        --------------    --------------   ----------------

NET LOSS FROM OPERATIONS                             -                 -            (29,126)

OTHER INCOME
     Forgiveness of debt                             -             3,276              3,276
                                        --------------    --------------   ----------------

TOTAL OTHER INCOME                                   -             3,276              3,276

NET INCOME (LOSS) BEFORE
  INCOME TAXES                                       -             3,276            (25,850)
     Provision for income taxes                      -                 -                  -
                                        --------------    --------------   ----------------

NET INCOME (LOSS)                       $            -    $        3,276   $        (25,850)
                                        ==============    ==============   ================

INCOME (LOSS) PER SHARE                 $        (0.00)   $         0.01
                                        ==============    ==============

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING                           247,000           247,000
                                        ==============    ==============

</TABLE>







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




                                       10

<PAGE>





                           CLEMMY TECHNOLOGIES CORP.
                          (A Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
             FROM INCEPTION, DECEMBER 31, 1998, TO DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                                                           Deficit
                                                                                         Accumulated
                                                                         Additional      During the         Total
                                                Common Stock               Paid-in       Development     Stockholders'
                                            Shares         Amount          Capital         Stage            Equity
                                        -------------   -------------   -------------   -------------   --------------
<S>                                     <C>             <C>             <C>             <C>             <C>
Balance, December 31, 1998 (inception)              -   $           -   $           -   $           -   $            -

Shares issued for cash                        100,000             100               -               -              100

Net loss                                            -               -               -            (400)            (400)
                                        -------------   -------------   -------------   -------------   --------------

Balance, December 31, 1998                    100,000             100               -            (400)            (300)

Shares issued for cash                        147,000             147          33,353               -           33,500

Less offering costs                                 -               -          (7,750)              -           (7,750)

Net loss                                            -               -               -         (26,726)         (26,726)
                                        -------------   -------------   -------------   -------------   --------------

Balance, December 31, 1999                    247,000             247          25,603         (27,126)          (1,276)

Net loss                                            -               -               -          (2,000)          (2,000)
                                        -------------   -------------   -------------   -------------   --------------

Balance, December 31, 2000                    247,000             247          25,603         (29,126)          (3,276)

Net income                                          -               -               -           3,276            3,276
                                        -------------   -------------   -------------   -------------   --------------

Balance, December 31, 2001                    247,000             247          25,603         (25,850)               -

Net loss                                            -               -               -               -                -
                                        -------------   -------------   -------------   -------------   --------------

Balance, December 31, 2002                    247,000   $           24  $      25,603   $     (25,850)  $           -
                                        =============   =============   =============   =============   ==============
</TABLE>











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




                                       11

<PAGE>





                            CLEMMY TECHNOLOGIES CORP.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                           Cumulative
                                                                                         from Inception,
                                                              For the Year Ended         December 31, 1998
                                                                 December 31,            to December 31,
                                                           2002           2001              2002
                                                      -------------   -------------   -----------------
                                                                       (UNAUDITED)       (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                   <C>             <C>             <C>
     Net income (loss)                                $           -   $       3,276   $         (25,850)

Adjustments to reconcile net income (loss) to
  cash used in operating activities:

   Offering costs charged to capital in excess of par             -               -             (7,750)

     Changes in operating assets and liabilities:
          Decrease in accounts payable                            -          (3,276)                  -
                                                      -------------   -------------   -----------------

NET USED IN OPERATING ACTIVITIES                                  -           3,276             (33,600)

CASH FLOWS FROM INVESTING ACTIVITIES                              -               -                   -

CASH FLOWS FROM FINANCING ACTIVITIES
     Issuance of common stock                                     -               -              33,600
                                                      -------------   -------------   -----------------

            Cash provided by financing activities                 -               -              33,600
                                                      -------------   -------------   -----------------

NET CHANGE IN CASH                                                -               -                   -

CASH AT THE BEGINNING OF THE PERIOD                               -               -                   -
                                                      -------------   -------------   -----------------

CASH AT THE END OF THE PERIOD                         $           -   $           -   $               -
                                                      =============   =============   =================
</TABLE>







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




                                       12

<PAGE>




                            CLEMMY TECHNOLOGIES CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                          Year Ended December 31, 2002

Note   1 - Organization

CLEMMY TECHNOLOGIES CORP. (the Company) was organized under the laws of the
State of Nevada on December 31, 1998 and has elected a fiscal year end of
December 31. The Company intends to engage in the business of developing
computer software programs and utilities that increase the ease of computer
usage. The Company is considered a development stage company as defined in SFAS
No. 7. The Company has at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.

Note   2 - Summary of Significant Accounting Policies

Net earnings per share - The computation of net income (loss) per share of
common stock is based on the weighted average number of shares outstanding
during the periods presented.

Income taxes - In accordance with SFAS No. 109 "Accounting for Income Taxes,"
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. The effect on deferred tax assets and
liabilities from a change in tax rates is recognized in the statement of
operations in the period that includes the enactment date. The Company has not
yet commenced an active trade or business, therefore, the Company did not
provide any current or deferred federal or state income tax provision or benefit
for any of the periods presented because to date, it has experienced operating
losses. The Company has a federal net operating loss carryforward of
approximately $26,000, which will begin expiring in the year 2018. The tax
benefit of this net operating loss, based on an effective tax rate of 40%, is
approximately $10,400 and has been completely offset by a valuation allowance.
There was a nominal change in the valuation allowance for the periods presented.

Cash and cash equivalents - For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents. During the year ended December
31, 2002 and since inception, December 31, 1998, the Company did not have
non-cash investing activities.

Use of estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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.

Revenue recognition - The Company plans to recognize revenues at the time its
products are sold or when other services are rendered. The Company has not
recognized any revenues from operations since inception, December 31, 1998.









                                       13

<PAGE>



                            CLEMMY TECHNOLOGIES CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                          Year Ended December 31, 2002


Note   3 - Common Stock Transactions

Upon inception, December 31, 1998, the Company issued 100,000 shares of its
common stock at par value $0.001 for total cash of $100.

In March 1999, the Company issued 100,000 shares of its common stock at $0.10
per share for $10,000 in cash. Offering costs of $7,750 were offset against
capital paid in excess of par.

During August, September, and November of 1999, the Company issued a total of
47,000 shares of its common stock at $0.50 per share for $23,500 in cash.

All proceeds received for the issuance of stock were used for product
development and working capital.

Note   4 - Related Party Transactions

The sole officer of the Company is providing a mailing address to the Company
without charge. This service has been determined by the Company to have only
nominal value. Incidental costs to maintain the legal registration of the
Company in the State of Nevada and with the Securities and Exchange Commission
have also been assumed by the officer. No compensation has been paid or accrued
to the officer since the Company's inception.

Note   5 - Going Concern Considerations

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has
incurred losses since its inception and has not yet been successful in
establishing profitable operations. The Company intends to actively pursue a
business relationship with a qualified merger or acquisition candidate. Costs
incurred on these efforts will continue to be paid by the officer of the
Company. The inability to generate revenues could require additional financing,
which would be sought through bank borrowings, or equity or debt financing.
However, there can be no assurance that the funds raised will be sufficient or
that the Company will be able to obtain additional funding or generate
profitable operations, or that other funding, if obtained in adequate amounts,
will be on terms favorable to the Company to execute its business plan.
Management cannot provide any assurances that the Company will be successful in
accomplishing any of its plans. The accompanying financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.












                                       14

<PAGE>



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

None.

ITEM 8A.  CONTROLS AND PROCEDURES.

Evaluation of the Company's Disclosure Controls

As of the end of the period covered by this Annual Report on Form 10-KSB,
Michael Kauffman (the Company's president/director) has evaluated the
effectiveness of the Company's "disclosure controls and procedures" ("Disclosure
Controls"). Disclosure Controls, as defined in Rule 13a-15(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are procedures that are
designed with the objective of ensuring that information required to be
disclosed in our reports filed under the Exchange Act, such as this Annual
Report, is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's (SEC) rules and forms.
Disclosure Controls are also designed with the objective of ensuring that such
information is accumulated and communicated to our management as appropriate to
allow timely decisions regarding required disclosure.

The Company's management does not expect that our Disclosure Controls will
prevent all error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company will have been discovered.

ITEM 8B.  OTHER INFORMATION.

None.

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

The name, age, and respective positions of the director, officer, and
significant employee of Clemmy Technologies, Inc. is set forth below. This
person has held his position since October 2002 and is up for re- election as a
director on an annual basis.

         Name                           Position

Michael A. Kauffman, Age 59             President, Secretary and Treasurer

Mr. Kauffman has over 30 years experience in professional, business and related
work. After serving four years in the US Navy as a radioman/cryptographer aboard
a nuclear submarine where he held a top secret/ESI clearance, Mr. Kauffman
obtained a B.S. with honors in Business Economics from Purdue University and
then went on to receive a Juris Doctor from Loyola University of Chicago. His
professional work experience has included positions as an assistant district
attorney, assistant attorney general and at a law partnership, all in New Mexico
where he is still a member of the bar. Mr. Kauffman has been involved in
construction and real estate development and he is a licensed Real Estate Broker
in New Mexico. In addition he served for two years as president of a public
company trading on the OTCBB.

The board of directors functions as the audit committee given that the Company
is not a going concern at this time. An audit committee will be established once
funding for the Company is obtained.




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<PAGE>



ITEM 10.          EXECUTIVE COMPENSATION

        Name                                 Position

Michael A. Kauffman, Age 59             President, Secretary and Treasurer

(a) No officer or director of the Company is receiving any remuneration at this
time. (b) There are no annuity, pension or retirement benefits proposed to be
paid to officers, directors, or employees of the corporation in the event of
retirement at normal retirement date pursuant to any presently existing plan
provided or contributed to by the corporation or any of its subsidiaries.
 (c) Future remuneration is contemplated when the Company has achieved a profit.

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

The following table sets forth, as of the date of this filing, the outstanding
Shares of common stock of the Company owned of record or beneficially by each
person who owned of record, or was known by the Company to own beneficially,
more than 5% of the 247,000 outstanding shares of the Company's Common Stock,
and the name and share holdings of each officer and director and all officers
and directors as a group.

Title of     Name of                         Amount of Shares      Percent
Class        Beneficial Owner               Beneficially Owned     of Class

Common       MPower, Inc. (1)                   197,500               80%
             9750 Peace Way #2090
             Las Vegas, NV 89147

Common       Michael Young                      42,000                17%
             1350 E. Flamingo, Suite 688
             Las Vegas, NV 89119


(1) Michael A. Kauffman (President, Treasurer, and Sole Director of the Company)
is the president and treasurer of Mpower, Inc.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There are no relationships, transactions, or proposed transactions to which the
registrant was or is to be a party, in which any of the named persons set forth
in Item 404 of Regulation SB had or is to have a direct or indirect material
interest. Michael Kauffman (the Company's president/director) has resolved to
provide for various minimal expenses incurred by the Company without repayment
until such time that a merger candidate is found. These expenses consist of, but
are not limited to, office space, accounting, filing requirements, and
management services.




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<PAGE>



ITEM 13           EXHIBITS

List of Exhibits

   3.i  Articles of Incorporation - incorporated by reference

   3.ii By-Laws of Clemmy Technologies Corp.- incorporated by reference

Exhibit 14  Code of Ethics

31.1 CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

ITEM 14. Principal Accountant Fees and Services

During the fiscal year ending December 31, 2002, the Company didn't incur any
tax or audit fees, or other costs for related professional services rendered.
Fees incurred subsequent to year end for the financial statement reviews of the
quarters ended March 31st, June 30th and September 30, 2002 and the December 31,
2002 audit approximate $2,200.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Company has duly caused this Report to be signed on
its behalf by the undersigned duly authorized person.

Date:    May 31, 2005

Clemmy Technologies Corp.

/s/ Michael Kauffman
------------------------------------
By: Michael Kauffman, President/Director

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Signature                           Capacity                       Date

/s/ Michael Kauffman              President/Director              May 31, 2005
--------------------
Michael Kauffman



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<PAGE>



                                   EXHIBIT 14

                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

This code of ethics for Senior Financial Officers has been adopted by the Board
of Directors of Clemmy Technologies Corp. ("the Company") to promote honest and
ethical conduct, proper disclosure of financial information in the Company's
reports, and compliance with applicable laws, rules and regulations by the
Company's senior officers who have financial responsibilities.

Applicability

As used in this code, the term Senior Financial Officer means the Corporation's
President/Director.

Principles and Practices

In performing his or her duties, each of the Senior Financial Officers must:


1.   Maintain high standards of honest and ethical  conduct and avoid any actual
     or apparent conflict of interest.

2.   Report  to the  Audit  Committee  of the  Board of  Directors  (or  persons
     performing  the  equivalent  functions)  any conflict of interest  that may
     arise and any material transaction or relationship that reasonably could be
     expected to give rise to a conflict.

3.   Provide,  or  cause  to be  provided,  full,  fair,  accurate,  timely  and
     understandable  disclosure in reports and documents  that the Company files
     with the SEC and other regulatory organizations,  State and Federal, and in
     other public communications.

4.   Comply  and take all  reasonable  actions  to  cause  others t comply  with
     applicable government laws, rules, and

5.   Promptly  report  violations to the  appropriate  committee of the Board of
     Directors.

6.   Senior  Financial  Officers  must also  comply  with the Code of Ethics and
     Standards of Conduct applicable to the Company's Directors,  officers,  and
     employees generally.

Waiver

Any request for a waiver of any provision of this code must be in writing and
addressed to the Audit Committee. Waivers of the Senior Financial Officers code
of conduct in registered public companies must be reported on Form 8-K to the
Securities and Exchange Commission.

Compliance and Accountability

The Audit Committee will assess compliance with this code, report material
violations to the Board of Directors and recommend to the Board appropriate
action.

Approved:
/s/ Michael Kauffman          Date:  May 31, 2005
-------------------------
Michael Kauffman
President/Director



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<PAGE>




                               CERTIFICATION 31.1

I, Michael Kauffman, certify that:

1. I have reviewed this annual report on Form 10-KSB of Clemmy Technologies
Corp.

2. Based on my knowledge, the 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 officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-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 officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
function):

(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 officers 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.

Date:  May 31, 2005
/s/  Michael Kauffman
-------------------------
Michael Kauffman,  President/Director




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<PAGE>


                               CERTIFICATION 32.1
    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Clemmy Technologies Corp. (the
"Company") on Form 10-KSB for the year ending December 31, 2002 (the "Report"),
I, Michael Kauffman, President and Director of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that:

     1)   The Report fully complies with the  requirement of Section 13(a) or 15
          (d) of the Securities Exchange Act of 1934; and

     2)   The  information  contained  in the  Report  fairly  presents,  in all
          material  respects,  the Company's  financial  position and results of
          operations.

/s/   Michael Kauffman
----------------------
Michael Kauffman, President and Director
May 31, 2005




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