UNITED STATES
                 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 YEAR ENDED MAY 31, 2002

                Commission File Number 000-32919

                      NORTHERN OSTRICH CORP.
        -----------------------------------------------
     (Exact name of registrant as specified in its charter)

        Nevada                                    86-0947048
-------------------------------                -----------------
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)                Identification No.)


       3756 West 2nd Avenue
      Vancouver, B.C., Canada                       V6R 1J9
---------------------------------------           -----------
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code: (604) 222-7898


Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to Section 12(g) of the Act: Common Stock,
par value $.001 per share


Indicate by check mark 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, and (2) has been subject to such
filing requirements for the past 90 days.  YES: [X] NO: [ ]

Indicate by check mark 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 III of this Form 10-K or any
amendment to this Form 10-K. [X]

The number of shares outstanding of the registrant's common stock as of
May 31, 2002 was 2,004,000.

Registrant had no revenues for its year ended May 31, 2002.

Registrant's Form 10SB/A and all exhibits thereto, and Forms 10QSB for the
quarters ended August 31, 2001, November 30, 2001 and February 28, 2002,
filed under SEC File Number 000-32919 are incorporated herein by
reference.



                               1
<PAGE>













                              PART I

ITEM 1.      DESCRIPTION OF BUSINESS

Northern Ostrich Corp. ("Registrant") was incorporated in the State of
Nevada on November 30, 1998. The corporation was originally organized to
engage in the business of breeding, raising and marketing ostriches,
ostrich meat and ostrich by-products to the wholesale and retail markets.
Registrant operated from November 30, 1998 through approximately May 31,
2000, when it ceased all operations due to lack of capital.

Registrant is presently inactive and has not conducted any business since
May 2000. On or about May 1, 2001, the directors determined that it was in
the best interest of the shareholders of the corporation that Registrant
should become active again and began seeking potential operating
businesses and business opportunities with the intent to acquire or merge
with such businesses. Registrant is considered a development stage
company, and due to its status as a "shell" corporation, its principal
business purpose is to locate and consummate a merger or acquisition with
a private entity. No representation is made or intended that Registrant
will be able to carry out its proposed activities successfully or
profitably.

Any target acquisition or merger candidate of Registrant will become
subject to the same reporting requirements as Registrant upon consummation
of any business combination.

In evaluating such potential business opportunities, Registrant will
consider, to the extent relevant to the specific opportunity, several
factors including potential benefits to Registrant and its shareholders;
working capital, financial requirements and availability of additional
financing; history of operation, if any; nature of present and expected
competition; quality and experience of management; need for further
research, development or exploration; potential for growth and expansion;
potential for profits; and other factors deemed relevant to the specific
opportunity.

Because Registrant has not located or identified any specific business
opportunity to date, there are certain unidentified risks that cannot be
adequately expressed prior to the identification of a specific business
opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully. Many of the potential business opportunities
available to Registrant may involve new and untested products, processes
or market strategies, which may not ultimately prove successful.

Presently, Registrant cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a
suitable legal structure or method of participation will be chosen. The
particular manner in which Registrant participates in a specific business
opportunity will depend upon the nature of that opportunity, the
respective needs and desires of Registrant and management of the
opportunity, and the relative negotiating strength of the parties
involved. Actual participation in a business venture may take the form of
an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. Registrant may act
directly or indirectly through an interest in a partnership, corporation,
or other form of organization; however, Registrant does not intend to
participate in opportunities through the purchase of minority stock
positions.


                                2

<PAGE>




Competition
-----------
Because Registrant has not yet identified any potential acquisition or
merger candidate, it is unable to evaluate the type and extent of its
likely competition. Registrant is aware that there are several other
public companies with only nominal assets that are also searching for
operating businesses and other business opportunities as potential
acquisition or merger candidates. Registrant will be in direct competition
with these other public companies in its search for business opportunities
and, due to Registrant's lack of funds, it may be difficult to
successfully compete with these other companies.

Employees
---------
As of the date of this filing, Registrant does not have any employees and
has no plans for retaining employees until such time as Registrant's
business warrants the expense, or until Registrant successfully acquires
or merges with an operating business.

Additional Information
----------------------
Registrant will voluntarily send an annual report, including audited
financial statements, to its security holders.

Registrant will file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange
Commission. The public may read and copy materials we file with the SEC at
the SEC's Public Reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the
Public Reference room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file
electronically with the SEC. The address of the website is
http://www.sec.gov.

ITEM 2.       DESCRIPTION OF PROPERTY

Registrant does not currently own or lease any property. Registrant's
principal business office is located at 3756 West 2nd Avenue, Vancouver,
B.C., Canada V6R 1J9, the offices of its President, Manfred Schultz, which
it occupies on a rent-free basis.

ITEM 3.        LEGAL PROCEEDINGS

Registrant is not a party to any legal proceedings.

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

No matters were submitted to a vote of the security holders during the
year ended May 31, 2002.
                             PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Registrant's common stock is listed on the OTC Bulletin Board; however,
there was no trading activity during the year ended May 31, 2002.

To date, Registrant has issued 2,004,000 shares of its Common Stock.
These include the 1,000,000 shares issued to the founders of the company,
and 1,004,000 shares which were purchased in a public offering pursuant to
an exemption provided by Rule 504 of Regulation D, promulgated under the
Securities Act of 193, and are held by unrelated third-party shareholders,
none of which hold more than 5% of the shares outstanding.

Registrant is not subject to any outstanding options or warrants to
purchase any of its securities, nor does it have any securities
convertible into common equity.

                                      3
<PAGE>

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

Results of Operations
---------------------
During the next twelve months, Registrant intends to continue to actively
seek out and investigate possible opportunities with the intent to acquire
and merge with one or more business ventures. Because Registrant lacks
funds, it may be necessary for the officers and directors to either
advance funds to Registrant or to accrue expenses until such time as a
successful business consolidation can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis when
possible.

Management's discretion is unrestricted, and Registrant may participate in
any business whatsoever that may, in the opinion of Management, meet the
business objectives discussed herein. Indeed, Registrant may effectuate a
business combination with another business outside the United States.
Registrant has not limited the scope of its search to a particular region.
Registrant does not intend to utilize any notices or advertisements in its
search for business opportunities.

Registrant's officers and directors will be primarily responsible for
searching for an appropriate merger or acquisition candidate. However, to
the extent that the existing stockholders are aware of any potential
business acquisition candidates, they will also refer these to Registrant.
Registrant recognizes that as a result of its limited financial,
managerial or other resources, the number of suitable potential businesses
that may be available to it will be extremely limited. Registrant's
principal business objective will be to seek long-term growth potential in
the business in which it participates rather than immediate, short-term
earnings. In seeking to attain its business objectives Registrant will not
restrict its search to any particular industry. Rather, Registrant may
investigate businesses of essentially any kind or nature, including but
not limited to finance, high technology, manufacturing, service, research
and development, communications, insurance, brokerage, transportation and
others. Management may also seek to become involved with other
development-stage companies or companies that could be categorized as
"financially troubled." At the present time, Registrant has not chosen the
particular area of business in which it proposes to engage and has not
conducted any market studies with respect to business property or
industry.

As of the date hereof, Registrant has not made any arrangements or
definitive agreements to use outside advisors or consultants to raise any
capital. In the event Registrant does need to raise capital, most likely
the only method available to Registrant would be through the private sale
of its securities. Because of the nature of Registrant as a development-
stage company, it is unlikely it could make a public sale of securities or
be able to borrow any significant sum, from either a commercial or private
lender. There can be no assurance that Registrant will be able to obtain
additional funding when and if needed, or that such funding, if available,
can be obtained on terms acceptable to Registrant.

Registrant does not intend to use any employees, with the exception of
part-time clerical assistance on an as-needed basis. Outside advisors,
attorneys or consultants will only be used if they can be obtained for a
minimal cost or for a deferred payment basis. Management is confident that
it will be able to operate in this manner and continue its search for
business opportunities during the next twelve months.

Registrant had a net loss of $2,630 for the year ended May 31, 2002,
compared to a net loss of $3,811 for the year ended May 31, 2001. The
resulting net loss per share was negligible.

General and administrative expenses at May 31, 2002 were $2,630, which
were all general and administrative expenses.

                                   4
<PAGE>


Liquidity and Capital Resources
-------------------------------
At May 31, 2002, Registrant had no cash in the bank and total liabilities
of $6,816.

Uncertainties relating to Forward-Looking Statements
----------------------------------------------------
Certain parts of this Form 10-K may contain "forward-looking statements"
within the meaning of the Securities Exchange Act of 1934, as amended,
based on current management expectations. Actual results could differ
materially from those in the forward-looking statements due to a number of
uncertainties, including, but not limited to, those discussed in this
section. Factors that could cause future results to differ from these
expectations include general economic conditions particularly related to
demand for Registrant's services; changes in business strategy;
competitive factors (including the introduction or enhancement of
competitive services); pricing pressures; changes in operating expenses;
inability to attract or retain consulting, sales and/or development
talent; changes in customer requirements; and/or evolving industry
standards.

ITEM 7. FINANCIAL STATEMENTS

Registrant's financial statement for the years ended May 31, 2002 and
2001, prepared and audited by Robison, Hill & Co., independent certified
public accountants, is included herein in Part F/S.


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

There have been no changes in and/or disagreements with our accountants.


                          PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table sets forth the names, positions and ages of the
executive officers and directors of Registrant. Directors are elected at
Registrant's annual meeting of shareholders and serve for one year or
until their successors are elected and qualify. Officers are elected by
the Board and their terms of office are at the discretion of the Board.

<TABLE><CAPTION>
Name                           Age        Position(s)
----                           ---        -----------
<S>                            <C>           <C>
Manfred Schultz		        52	  President and Director

Gerald Hinkley                  53        Vice President,
				          Secretary, Treasurer
  				          and Director
</TABLE>
Each of the persons named above have held their offices/positions since
inception and are expected to hold said offices/positions until the next
annual meeting of stockholders.


Background of Officers and Directors
------------------------------------

Manfred Schultz has been the President and a Director of Registrant since
inception.  Mr. Schultz has over 25 years of business and marketing
management experience. From September,1995 to the present, he has been an
independent Management Consultant to several companies, some of which are
Travelgate, European Peat Moss, Kafus Industries and Control Zone
Interactive, Inc. In 1987, he founded and was CEO until 1995, of Koala
Beverages Ltd., Canada's largest new age beverage company  Under his

                                  5
<PAGE>

management, Koala Beverages grew to a corporation with $24 million (CAD)in
annual revenues within the first three years. From 1973 to 1980, he held
positions with General Mills and Kraft General Foods, where he managed
brand marketing and was responsible for divisional sales of up to $90
million CAD. In 1971-1973, he worked in Hamburg, Germany with Edeka,
Germany's largest food retailer.  He received a B.A. Degree in Economics
and Business Administration from the University of Western Ontario, Canada
in 1971.  In 1990, he received the Canada Award of Business Excellence and
in 1988, the "Beverage of the Year Award."  Mr. Schultz devotes his time
as required to the business of Registrant.

Gerald Hinkley has been the Secretary, Treasurer and a Director of
Registrant since inception.  Mr. Hinkley has over 30 years of experience,
primarily in the consumer retailing market.  Since 1995, he has also been
the owner of an ostrich farm and is a breeder and marketer of ostrich art
products.  He has developed the marketing of ostrich meat, as well as the
development of live ostrich sales to Asia.  For the previous 20 years, he
was active in the optical business, where he owned and operated multi-
location retail optical stores.  He graduated from the University of
Alberta, Canada in 1967. Mr. Hinkley devotes his time as required to the
business of Registrant.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires Registrant's directors and officers and persons who own more than
10 percent of Registrant's equity securities, to file reports of ownership
and changes in ownership with the SEC. Directors, officers and greater
than ten-percent shareholders are required by SEC regulation to furnish
Registrant with copies of all Section 16(a) reports filed.

Based solely on its review of the copies of the reports it received from
persons required to file, Registrant believes that all filing requirements
applicable to its officers, directors and greater than ten-percent
shareholders were complied with.


ITEM 10      EXECUTIVE COMPENSATION.

Summary Compensation Table
--------------------------
The summary compensation table has been omitted, as Registrant's officers
and directors do not presently receive a salary or any equity securities
for their services and there are currently no plans to implement any such
compensation.  They are, however, reimbursed for any out-of-pocket
expenses incurred on behalf of Registrant.

Employment Agreements
---------------------
Registrant's officers and directors are not currently party to any
employment agreements with Registrant.  Registrant presently has no
pension, health, annuity, insurance, stock options, profit sharing or
similar benefit plans; however, Registrant may adopt such plans in the
future.  There are presently no personal benefits available to directors,
officers or employees.

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

The following table sets forth certain information regarding Registrant's
Common Stock beneficially owned at the year ended May 31, 2002, for (i)
each shareholder known to be the beneficial owner of five (5%) percent or
more of Registrant's outstanding Common Stock, (ii) each of the
Registrant's executive officers and directors, and (iii) all executive
officers and directors as a group. At May 31, 2002, there were 2,004,000
shares of Registrant's Common Stock issued and outstanding.

                                  6
<PAGE>

<TABLE><CAPTION>
Title of Class   Name and Address    Amount and Nature   Percent
                  of Beneficial        of Beneficial       of
                     Owner               Ownership        Class
--------------   ----------------    -----------------   -------
<S>               <C>                    <C>              <C>
Common Stock     Manfred Schultz       500,000 (Direct)   25%
                 3756 West 2nd Avenue
                 Vancouver, B.C.,
                 Canada V6R 1J9

Common Stock     Gerald Hinkley        500,000 (Direct)   25%
      	     3756 West 2nd Avenue
                 Vancouver, B.C.,
                 Canada V6R 1J9
------------------------------------
All Officers/Directors as a Group    1,000,000     	    50%

</TABLE>

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Manfred Schultz, President and a Director of Registrant, provides office
space to Registrant on a rent-free basis.

There have been no other actual or proposed transactions to which
Registrant was or is to be a party to in which any Director, Executive
Officer, nominee for election as Director, security holder, or any member
of the immediate family of any of the aforementioned had or is to have a
direct or indirect material interest.

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

(a) Financial Statements, Schedules and Exhibits

The following exhibits which are marked with an asterisk and are required
to be filed herein are incorporated by reference to Registrant's Form
10SB, filed on June 25, 2001, under SEC File Number 0-32919:

<TABLE><CAPTION>

Exhibit No.               Description
----------                -----------

                         <c>
* 3(i)                    Articles of Incorporation
* 3(ii)                   Bylaws

</TABLE>


(b) Registrant filed no current reports on Form 8-K during the year ended
May 31, 2002.













                                7


<PAGE>








                              PART F/S

















                        NORTHERN OSTRICH CORP.
                    (A Development Stage Company)







                     INDEPENDENT AUDITOR'S REPORT

                        MAY 31, 2002 AND 2001





























                                     8
<PAGE>












                               CONTENTS
                               --------



<TABLE><CAPTION>

                                              <c>
                                                Page
                                                -----



Independent Auditor's Report	                  F - 1

Balance Sheets
   May 31, 2002 and 2001	                  F - 2

Statements of Operations for the
   Year Ended May 31, 2002 and 2001	          F - 3

Statement of Stockholders' Equity for the
   Since November 30, 1998 (Inception) to
   May 31, 2002                                 F - 4

Statements of Cash Flows for the
   Year Ended May 31, 2002 and 2001	          F - 5

Notes to Financial Statements	                  F - 7


</TABLE>























                                       9

<PAGE>




ROBISON, HILL & CO.
Certified Public Accountants
A Professional Corporation		        Brent M. Davies, CPA
						David O. Seal, CPA
						W. Dale Westenskow, CPA
						Barry D. Loveless, CPA


                INDEPENDENT AUDITOR'S REPORT

Northern Ostrich Corp.
(A Development Stage Company)


We have audited the accompanying balance sheet of Northern Ostrich
Corp. (a development stage company) as of May 31, 2002 and 2001, and the
related statements of operations and cash flows for the two years ended
May 31, 2002 and 2001, and the statements of stockholders' equity since
November 30, 1998 (inception) to May 31, 2002. These financial statements
are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

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

	In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Northern
Ostrich Corp. (a development stage company) as of May 31, 2002 and 2001,
and the results of its operations and its cash flows for the years ended
May 31, 2002 and 2001, in conformity with accounting principles generally
accepted in the United States of America.

				Respectfully submitted,
                              /s/ Robison, Hill & Co.
				Certified Public Accountants
Salt Lake City, Utah
July 22, 2002









                            F-1

Members of American Institute of Certified Public Accountants
Members of the Private Companies Practice Section

1366 East Murray-Holladay Road, Sale Lake City, Utah 84117-5050
Telephone 801/272-8045, Facsimile 801/277-9942




                                    10
<PAGE>


<TABLE><CAPTION>


                      NORTHERN OSTRICH CORP.
                 (A Development Stage Company)
                         BALANCE SHEETS


                                            May 31,
                                     2002            2001
                                    -----------------------

<S>                                 <C>               <C>
Current Assets -
Cash & Cash Equivalents            $  -            $     -
                                   -------         --------
Total Assets:                      $  -            $     -
                                   =======         ========


Liabilities - Accounts Payable     $ 6,816      $   6,218
                                   -------         --------
Stockholders' Equity:

  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 2,004,000 shares at
    May 31, 2002 and 2001           2,004            2,004
  Paid-In Capital                  55,064           52,984
  Currency Translation Adjustment (16,361)         (16,313)
  Development Stage Deficit        (6,441)          (3,811)
  Retained Deficit                (41,082)         (41,082)
                                  --------         --------
     Total Stockholders' Equity    (6,816)          (6,218)
                                  --------         -------

     Total Liabilities and
       Stockholders' Equity       $   -            $     -
                                  =======          =======
</TABLE>









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





                               F-2







                                11
<PAGE>







<TABLE><CAPTION>


                         NORTHERN OSTRICH CORP.
                    (A Development Stage Company
                       STATEMENTS OF OPERATIONS

                                                Cumulative
                                                  Since
                                               June 1, 2000
                       For the years ended     Inception of
                             May 31,            Development
                        2002         2001          Stage
                       -------------------      -----------

                     <c>           <c>           <c>
Revenues               $   -       $     -       $    -
Cost of Revenues           -             -            -
                       --------    -------       ----------

Gross Margin               -             -            -


Expenses:

General &
Administrative           2,630       3,811          6,411
                       --------    --------       ---------

Net Loss from
Operations              (2,630)     (3,811)        (6,411)


Other Income (Expense)

   Interest, Net           -             -            -
                      -------      --------       --------

     Net Loss          2,630)      (3,811)        (6,411)
                      =======      =======        ========

Basic & Diluted loss
per share                  -             -
                      =======      =======

</TABLE>






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

                               F-3







                                 12
<PAGE>






<TABLE><CAPTION>

                      NORTHERN OSTRICH CORP.
                  (A Development Stage Company)
                STATEMENT OF STOCKHOLDERS' EQUITY

                                                                  Deficit
                                          Cumulative           Accumulated
                                           Currency              During
                  Common Stock   Paid-In  Translation Retained Development
               Shares  Par Value Capital  Adjustment   Deficit   Stage
               ------  --------- -------  ----------  -------- ----------

             <c>      <c>      <c>         <c>        <c>       <c>
Balance at
November
30, 1998
(inception)      -       $    -   $    -   $    -    $    -     $      -

November 30,
1998 - Issuance
of Stock for
services and
payment of
accounts
payable       1,000,000   1,000       -        -         -            -

April 1, 1999
Issuance of
Stock for
cash pursuant
to private
placement    1,004,000   1,004   49,196       -         -            -

Net Loss        -           -         -    (15,996) (38,305)         -
             ---------  ------  -------   --------  --------  --------
Balance at
May 31, 1999 2,004,000   2,004   49,196    (15,996) (38,305)         -

Net Loss       -           -         -       (489)  (2,777)         -
             ---------  ------  -------    -------- --------  ---------
Balance at
May 31,
2000       2,004,000   2,004  49,196   (16,485)(41,082)       -

Contributed
Capital        -           -      3,788        -        -            -

Net Loss       -           -         -       (172)     -       (3,811)
            ---------   -----  -------     ------- -------- ----------
Balance at
May 31,
2001        2,004,000  $2,004  $52,984   $(16,313) $(41,082)  $(3,811)

Contributed
Capital        -           -     2,080         -       -            -

Net Loss       -           -         -        (48)     -       (2,630)
           ----------  ------  -------  ----------  --------  --------
Balance
at May
31, 2002   2,004,000   $2,004  $55,064   $(16,361)  $(41,082) $(6,441)
</TABLE>
          The accompanying notes are an integral part of these
		financial statements.


                                  F-4

                                  13
<PAGE>



<TABLE><CAPTION>


                        NORTHERN OSTRICH CORP.
                     (A Development Stage Company)
                       STATEMENTS OF CASH FLOWS

                                                   Cumulative
                                                      Since
                                                   June 1, 2000
                                                    Inception
                              For the year ended       Of
                                   May 31,         Development
                              2002          2001     Stage
                              ------------------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:

                           <c>            <c>       <c>
Net Loss                    $ (2,630)      $(3,811)  $  (6,441)
Adjustments to reconcile
net loss to net cash used in
operating activities:
Currency translation adjustment  (48)          172        147
Increase (Decrease) in accounts
payable                          598          (172)       426
Issuance of common stock for
expenses                           -            -           -
                            ---------      ---------   ----------
Net Cash Used in operating
activities                    (2,080)       (3,811)     (5,868)
                            ---------      ---------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing
activities                        -            -            -
                           ---------       ---------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from contributed
capital                        2,080         3,788         5,868
                           ---------       ---------   ----------
Net Cash Provided by Financing
Activities                     2,080         3,788         5,868
                           ---------       ---------    ---------
Net (Decrease) Increase in
Cash and Cash Equivalents         -            (23)          -
Cash and Cash Equivalents
  at Beginning of Period          -             23           -
                           ---------       ---------   ----------
Cash and Cash Equivalents
  at End of Period        $       -        $     -    $      -
                          ==========       =========   ==========
Supplemental Disclosure of
Cash Flow Information:

Cash paid during the year for:
  Interest                $       -        $      -   $      -
  Income Taxes            $       -        $      -   $      -

Supplemental Disclosure of Non-Cash
Investing and Financing Activities: None

</TABLE>

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

                               F-5

                                14
<PAGE>


                    NORTHERN OSTRICH CORP.
                (A Development Stage Company)
              NOTES TO FINANCIAL STATEMENTS
         FOR THE YEARS ENDED MAY 31, 2002 AND 2001

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	This summary of accounting policies for Northern Ostrich Corp. is
presented to assist in understanding the Company's financial statements.
The accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.

Organization and Basis of Presentation
--------------------------------------
	The Company was incorporated under the laws of the State of Nevada
on November 30, 1998.

Nature of Business
------------------
	The Company has no products or services as of May 31, 2002.  The
Company operated from November 30, 1998 through approximately May 31, 2001
in the production of ostrich meat.  Since June 1, 2001, the Company has
ceased operations and is in the development stage.  The Company intends to
acquire interests in various business opportunities, which in the opinion
of management will provide a profit to the Company.

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 to the extent the funds are not
being held for investment purposes.

Pervasiveness of Estimates
--------------------------
	The preparation of financial statements in conformity with
generally accepted accounting principles required 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.

Foreign Currency Translation
----------------------------
	The Company's primary functional currency is the Canadian dollar.
Monetary  assets  and  liabilities  resulting from transactions with
foreign suppliers and customers are translated at year-end exchange rates
while income and expense accounts are translated at average rates in
effect during the year.  Gains and losses on translation are included in
income.



                             F-7





                              15



<PAGE>





              	   NORTHERN OSTRICH CORP.
               (A Development Stage Company)
               NOTES TO FINANCIAL STATEMENTS
   FOR THE YEARS ENDED MAY 31, 2002 AND 2001 (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)


Concentration of Credit Risk
----------------------------
	The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.  The Company maintains the majority of its
cash balances with one financial institution, in the form of demand
deposits.

Loss per Share
--------------
	The reconciliations of the numerators and denominators of the basic
loss per share computations are as follows:

<TABLE><CAPTION>
                                                       Per-Share
                                  Income     Shares      Amount
                               (Numerator)(Denominator)
                                ---------  -----------  --------
<S>                                <C>         <C>         <C>
                For the year ended May 31, 2001
                -------------------------------

Basic Loss per Share
Loss to common shareholders     $ (3,811)   2,004,000   $   0.00
                                =========   =========   ========

                For the year ended May 31, 2002
                -------------------------------
Basic Loss per Share
Loss to common shareholders     $ (2,630)   2,004,000   $   0.00
                                =========   =========   ========
</TABLE>

	There are no dilutive potential common stock equivalents As of May
31, 2002 and 2001.  The effect of any outstanding common stock equivalents
would be anti-dilutive for May 31, 2002 and 2001 and are thus not
considered.


NOTE 2 - INCOME TAXES

	As of May 31, 2002, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately $47,500
that may be offset against future taxable income through 2021.  Current
tax laws limit the amount of loss available to be offset against future
taxable income when a substantial change in ownership occurs.  Therefore,
the amount available to offset future taxable income may be limited.  No
tax benefit has been reported in the financial statements, because the
Company believes there is a 50% or greater chance the carryforwards will
expire unused.  Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same amount.


                                F-7


                                 16
<PAGE>



                    NORTHERN OSTRICH CORP.
                  (A Development Stage Company)
                   NOTES TO FINANCIAL STATEMENTS
        FOR THE YEARS ENDED MAY 31, 2002 AND 2001 (Continued)




NOTE 3 - DEVELOPMENT STAGE COMPANY/ GOING CONCERN

	The Company has not begun principal operations and as is common
with a development stage company, the Company has had recurring losses
during its development stage.  Continuation of the Company as a going
concern is dependent upon obtaining the additional working capital
necessary to be successful in its planned activity, and the management of
the Company has developed a strategy, which it believes will accomplish
this objective through additional equity funding and long term financing,
which will enable the Company to operate for the coming year.

NOTE 4 - COMMITMENTS

	As of May 31, 2002 all activities of the Company have been
conducted by corporate officers from either their homes or business
offices.  There are no commitments for future use of the facilities.

NOTE 5 - COMMON STOCK TRANSACTIONS

          The Company was incorporated to allow for the issuance of up to
100,000,000 shares of $.001 par value common stock (as amended).

         At inception, the Company issued 1,000,000 shares of common stock
to its officers and directors for services performed and payments made on
the Company's behalf during its formation.  This transaction was valued at
approximately $.001 per share or an aggregate approximate $1,000.

	On February 8, 1999, to provide initial working capital, the
Company authorized a private placement sale of an aggregate of 1,000,000
shares of common stock at approximately $.05 per share.  The private
placement was completed April 1, 1999 and 1,004,000 shares were issued for
approximately $50,200 in proceeds to the Company which were primarily used
to pay operating expenses.















                               F-9






                                 17

<PAGE>











                              SIGNATURES
                              ----------



In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


   	                        NORTHERN OSTRICH CORP.,
                                a Nevada corporation


Dated: August 26, 2002          By:/s/ Manfred Schultz
                                President and Director



Dated: August 26, 2002          By:/s/ Gerald Hinkley
	                        Vice President, Secretary,
                                Treasurer and Director


































                                          18

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