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


                                  FORM 10-KSB/A

                              (AMENDMENT NUMBER 1)


              /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 __


                          Commission File No. 000-25487


                           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) 248-1027


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                                         4

Item 2.  Description of Property                                        30

Item 3.  Legal Proceedings                                              31

Item 4.  Submission of Matter to Vote of
         Security Holders                                               31

Item 5.  Market for Common Registrant Equity and
         Related Stockholder Matter                                     31

Item 6.  Management's Discussion and Analysis
         or Plan of Operation                                           41

Item 7.  Financial Statements                                           50

Item 8.  Changes in and Disagreements with
         Accountants on Accounting and Financial
         Disclosure                                                     51

Item 9.  Directors, Executive Officers, Promoters
         and Control Persons; Compliance with
         Section 16(a) of the Exchange Act                              51

Item 9A. Controls and Procedures                                        52

Item 10. Executive Compensation                                         53

Item 11. Security Ownership of Certain
         Beneficial Owners and Management                               53

Item 12. Certain Relationships and
         Related Transactions                                           55

Item 13. Exhibits and Reports on Form 8-K                               57

         Signature and Certifications                                   58


                                      3

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ITEM 1.           DESCRIPTION OF BUSINESS.

Introduction.

         We (Domain Registration, Corp. or sometimes the "Company") were
incorporated on July 31, 2001 under the laws of State of Nevada and we sold and
issued one share of common stock to Suzy-Path, Corp. on August 1, 2001. As a
result of the sale and issuance of the one share of common stock, we became a
wholly-owned subsidiary of Suzy-Path, Corp., a Nevada corporation. Between the
date of our incorporation and the date that we became a wholly owned subsidiary
of Suzy-Path, Corp., other than an organizational meeting, we conducted no
business.

         Suzy-Path, Corp. was incorporated under the laws of the State of Nevada
on September 16, 1999 and became the successor issuer to Bahamas Enterprises,
Inc. Bahamas Enterprises, Inc. was incorporated under the laws of the State of
Nevada on July 10, 1996. We became the successor company (successor by merger -
acquisition of assets) in connection with a series of articles and plans of
merger that 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.

         Suzy-Path, Corp. became the successor issuer to Bahamas Enterprises,
Inc. on October 9, 2001 and we became the successor issuer to Suzy-Path, Corp.
on October 10, 2001.

         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 risks and uncertainties. These statements may be identified by the
use of terminology such as "believes," "expects," "may," "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 Form 10KSB report. 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.


                                       4

<PAGE>

Company Summary.

A. Our Business.

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

         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 agreement commenced as of September 28, 2001 and remained
in effect for two years. Under the agreement we may request up to three one-year
extensions of the agreement. We had requested a one year extension and on
October 28, 2003, Verio orally confirmed to us that they would maintain us in
the WARP program. To continue in the WARP program, we are now required to refer
not less than three accounts that are deemed to be web mail or better accounts
to Verio.

         We can direct qualified proposed purchasers to visit our web sites to
place orders or we can place orders on behalf of our prospective customers or
the 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.


                                       5

<PAGE>

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, we do not have
sufficient cash or other material assets or 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. We are insolvent in that we are unable to pay
our debts in the ordinary course of business as they become due. 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
revenues 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. [We define "burn rate" as the amount of money
that we spend or pay out or the obligation to pay is incurred by us. It does not
take into account the source of the money and does not take into account whether
the money spent or the obligation incurred is a capital expenditure or an
expense. It is cash at the beginning and cash at the end. The burn rate can
change as additional obligations are incurred.]

         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.

         We have had no revenues from operations or under the WARP program. The
lack of revenues is predicated solely upon our failure to implement our
marketing plan. Upon the implementation of our marketing plan, we believe that
we will be able to obtain revenues. We intend to implement our marketing plan on
or before February 28, 2004. We believe that we will be able to refer not less
than three accounts that are deemed to be web mail or better accounts to Verio
in order to continue under the Warp program. We have no operating history and
there is nothing at this time on which to base the assumption we will be able to
achieve revenues and to operate profitably.

                                       6

<PAGE>

         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
February 28, 2004. We intend to use this line of credit prior to February 28,
2004. Each advance under the line of credit will be evidenced by a non-interest
bearing promissory note, all due and payable on December 31, 2004. Although we
expect to generate sufficient revenues to repay the line of credit before
December 31, 2004, it is impossible at this time for us to predict the amount of
our revenues. The officers and directors have agreed among themselves that the
repayment of the line of credit will not impede, or be made conditional in any
manner, to the continuous implementation of our marketing plan. As of the date
hereof, no funds have been drawn down on the line of credit. These agreements
may not be enforceable.

         Although we may need additional financing, we have no plans, proposals,
arrangements or understandings with respect to the sale or issuance of
additional securities or the obtaining of additional loans or financial
accommodations.

         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 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.

                                       7
<PAGE>

         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 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. 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 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 31, 1999 and on August 1, 1999 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.

                                       8

<PAGE>

         Suzy-Path, Corp. was incorporated in Nevada on July 16, 1999. On
September 1, 1999, Suzy-Path, Corp. sold and issued 20,000 of its shares to Amy
Hadley. On August 1, 2001, Domain Registration, Corp. sold and issued one of its
shares to Suzy-Path, Corp. As a result of the issuance by Domain Registration,
Corp. to Suzy-Path, Corp. transaction, Domain Registration became a wholly owned
subsidiary of Suzy-Path, Corp.

         At the time that Suzy-Path, Corp. and Bahamas Enterprises merged
(October 9, 2001), with Suzy-Path, Corp. as the surviving corporation,
Suzy-Path, Corp. had one wholly owned subsidiary, Domain Registration, Corp. On
the effective date of the merger (October 9, 2001), Suzy-Path became a successor
issuer of Bahamas Enterprises, Inc. On the following day and at the time that
Suzy-Path, Corp. and Domain Registration, Corp. merged (October 10, 2001), a
parent corporation merging into its wholly owned subsidiary, Domain
Registration, Corp. became the successor issuer. The result of the merger was
Domain Registration, Corp. became the one successor remaining entity that
succeeded by direct acquisition of the assets subject to the liabilities of
Suzy-Path, Corp., all comprising a going business, of the disappearing
corporation.

         Bahamas Enterprises, Inc. and Suzy-Path, Corp., and each of them, may
be deemed to be our predecessors.

         Bahamas Enterprises, Inc. was a "shell" corporation, whose sole purpose
was to locate and consummate a merger or acquisition of a private company.
Bahamas Enterprises, Inc. was a development stage company that had no specific
business plan or purpose and had indicated that its sole purpose was to engage
in a merger or acquisition with an unidentified company or companies, or other
entity or person. As a result of the business combination of October 9, 2001,
there was a merger of Suzy-Path, Corp. and Bahamas Enterprises, with Suzy-Path,
Corp. becoming a successor by merger, and the successor issuer became subject to
the reporting requirements of the federal securities laws. The succeeding
company known as Suzy-Path, Corp. was a going business with existing
shareholders. As a result of the business combination of October 10, 2001, there
was merger of Suzy-Path, Corp. into its wholly owned subsidiary, a fusion of two
businesses with assets, subject to liabilities. This successor issuer known as
Domain Registration, Corp. became subject to the reporting requirements of the
federal securities laws.

                                       9

<PAGE>

         Prior to the business combination of October 9, 2001, Suzy-Path, Corp.
(with us as a wholly owned subsidiary) was a business with a business plan to be
referral agent and collect a selling commission for referring leads who become
customers of Verio, Inc. and we were the participant in Verio's Warp program. In
addition to us being a participant in the Warp program, Suzy-Path, Corp. (with
us) had registered domain names, created a temporary web site with Verio and had
a preliminary web site under construction. Prior to the business combination,
the Company and Suzy-Path, Corp. owned the domain names of suzypathcorp.com,
e-domainregistrationcorp.com and domainandwebhosting.com. Our participation in
the Warp program was pursuant to a binding agreement between Verio and us.

         Suzy-Path, Corp. was inactive from July 16, 1999 until the spring of
2001. During the spring and summer of 2001, Amy Hadley, the sole officer,
director and shareholder of Suzy-Path, Corp. determined for Suzy-Path, Corp.
that a business opportunity existed in referring qualified persons interested in
domain registration and web hosting services to a service organization that
could provide the services and would pay a commission for a referral. After
Internet searches and investigation, it was determined during the summer of 2001
that Verio would provide those services and the referrals could be monitored by
LinkShare, a company which would have monitored traffic, generated traffic and
sales reports, issued commission checks directly to the referring party for
domain names registered and/or web site hosting services. During the same period
of time, various potential domain names were considered. On July 31, 2001, Amy
Hadley and Suzy-Path, Corp. caused the Company to be incorporated, caused the
shares of common stock to be issued on August 1, 2001 and also retained legal
counsel to negotiate the Warp program with Verio on August 1, 2001. It was
determined between August 1, 2001 and September 28, 2001 that Verio also
provided the same services as LinkShare, and the initial intent to use LinkShare
was abandoned.

         From August 1, 2001 until the end of September 2001, it was the intent
of Suzy-Path, Corp., Domain Registration, Corp. and Amy Hadley, and each of
them, to have each of the corporations provide similar services, with one
implementing its marketing plan by strategic listings of the web sites with
search engines and the other by providing reciprocal click-through agreements
with complementary web sites.

         Suzy-Path, Corp., prior to the share exchange of October 10, 2001 had
intended to develop its web site, independent and separate from the Company's
web sites. Amy Hadley had developed our marketing plan contemplating the
implementation of the marketing plan by Suzy-Path, Corp. and us. We succeeded to
the business and assets of Suzy-Path, Corp. and the joint implementation of the
plan no longer was applicable. In October 2001, with the Company and Suzy-Path,
Corp. combining, the marketing plan was determined to be unnecessary in the

                                       10

<PAGE>

duplicative format and was consolidated. At the time of the business
combination, with suzypathcorp.com domain name also becoming one of our assets,
we decided to "point" or hyperlink the welcome page to the welcome page to be
developed at e-domainregistration.com or domainandwebhosting.com. The welcome
page is to distinguished from our home page that will promote our referral
business concept.

         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.
Except for the sale and issuance of the stock as the time of the acquisition of
assets - mergers, we have not sold and issued any addition stock and all of the
shareholders have been shareholders since October 10, 2001.

         In connection with the series of transactions which resulted in the
acquisition of assets - mergers and the issuance of our shares of Common Shares,
the negotiations for the transaction was negotiated between Felicia May Nilson,
Stuart Curtis Nilson and Vickie L. Andre, on behalf of Bahamas Enterprises, Inc.
and Amy Hadley, on behalf of Suzy-Path, Corp., the determining factor considered
was the percentage ownership of the resulting company that Amy Hadley would own
at the closing of the series of transactions. 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. These
pre-existing relationships had existed since 1994. The negotiations commenced in
late September or early October 2001. The negotiations, in addition to
considering the resulting percentage ownership (dilution), addressed the
perceived benefit of facilitating or improving the terms on which additional
equity financing may be sought (from existing shareholders and the current
officers and directors and possible third parties) and potential future
liquidity by the existing shareholders (or new shareholders), all subject to
compliance with the federal securities laws and an additional source of loans
(from the resulting officers and directors).

Business.

         Prior to the issuance of the shares of 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.

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<PAGE>

         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. Our agreement commenced as of September 28, 2001 and remained in
effect for two years. Under the agreement we may request up to three one-year
extensions of the agreement. We requested a one year extension and on October
28, 2003, Verio orally confirmed that they would maintain us in the WARP
program. To continue in the WARP program, we are now required to refer not less
than three accounts that are web mail or better to Verio. We may request up to
two additional 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.

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<PAGE>

         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).

         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 web 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

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<PAGE>

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 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.

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<PAGE>

         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 add, 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 agreement, 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

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


                                       15

<PAGE>

         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.

         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.

                                       16

<PAGE>

         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 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. We are insolvent in that we are
unable to pay our debts in the ordinary course of business as they become due.
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 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

                                       17

<PAGE>

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 February 28, 2004. Each
advance under the line of credit will be evidenced by a non-interest bearing
promissory note, all due and payable on December 31, 2004. Although we expect to
generate sufficient revenues to repay the line of credit before December 31,
2004, it is impossible at this time for us to predict the amount of our
revenues. We intend to use the line of credit prior to February 28, 2004. 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 limited 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
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.

                                       18

<PAGE>

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 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.

                                       19

<PAGE>

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.   You will receive no dividends on your investment.

         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.

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

                                       20
<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.

         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

                                       21

<PAGE>

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
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;

                                       22

<PAGE>

         (b) Not eligible for the transaction exemption from registration 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 are not a blank check company and we do not intend to engage in a
merger or acquisition with an unidentified company or companies. The Securities
and Exchange Commission 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 2001, we had a specific business plan and purpose,
we had web sites and we had our agreement with Verio.

                                       23

<PAGE>

         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.


                                       24
<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 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.

                                       25

<PAGE>

         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 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.

                                       26

<PAGE>

         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 leads or prospective customers to
Verio in connection with the selling of domain name registration services and
web site hosting services, as they grow 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. During the term of our participation in the Warp program, Verio will
pay us a commission for any upgrades and renewals for services rendered to our
referral and this may include a commission for e-commerce hosting plans or for
certain operating systems which can be hosted by Verio (such as UNIX, hosted
Oracle plans and virtual private servers). A lead or referral may start with
Verio as a customer for only a domain name and this lead or referral may result
in being a Verio customer for a private server (which we do not intend to market
for referral).

         Although potential leads or prospective 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 leads or prospective 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.

         This is the compensation received which is a percentage of the
customer's sale.


                                       27

<PAGE>

Customer Base.

         We have had limited visitors to our web sites and we have not received
any revenues from any lead or prospective 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 leads or
prospective 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,"
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.

                                       28

<PAGE>

         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 leads or prospective 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.

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

                                       29

<PAGE>

by Verio at their cost and expense to assist our leads or prospective 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 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 at
334 N. Cuyamaca Street, El Cajon, California (Amy Hadley) and 7901 High Stream
Avenue, Las Vegas, Nevada (Felicia May Nilson and Stuart Curtis Nilson).

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<PAGE>

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.

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

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<PAGE>

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
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.

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

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<PAGE>

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
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.

Shareholders.

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

Voting Rights.

         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.

                                       33

<PAGE>

         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.

Miscellaneous Rights and Provisions.

         Holders of shares 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:

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<PAGE>

                           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

Recent Sales of Unregistered Securities.

         The Company has issued securities during the three year period
preceding the date of this registration statement.

         On July 31 1996, Bahamas Enterprises, Inc. sold and issued for
2,100,000 shares of its $.001 par value common stock (as adjusted for a stock
split of February 2, 1999) to 25 individuals, at par value. Each of the shares
of common stock was sold for cash. Prior to the forward stock split, each
shareholder paid $.10 per share for the shares, Bahamas Enterprises, Inc. sold
and issued 2,100 shares, and the aggregate consideration received by Bahamas
Enterprises, Inc. was $2,100.00. Bahamas Enterprises, Inc. did not publicly
offer its securities and no underwriter was used in connection with the sale and
issuance of the shares of common stock.

         All of the shareholders have had a pre-existing personal or business
relationship with Bahamas Enterprises, Inc. or its officers and directors. By
reason of their business experience, each had been involved financially and by
virtue of a time commitment in business projects with the officers of the
Bahamas Enterprises, Inc. Further, each of the shareholders had established a
pre-existing personal relationship with its officers and directors. The
following are the names of the 25 issuees and the number of shares purchased by
each of them.

         NAME                                 NUMBER OF SHARES

         Felicia May Nilson                   500,000
         Stuart Curtis Nilson                 600,000
         Vickie L. Andre                      350,000
         Cheryl E. Solomon                     40,000
         Nicholas Cappele                      20,000
         Peggy Melilli                         20,000
         Dennis Melilli                        20,000
         Debra E. White                        30,000
         Keith Boivin                          30,000
         Patricia L. Martin                    30,000
         Charles L. Jones                      40,000
         Grace M. Jones                        40,000
         Laree E. Jones                        30,000

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<PAGE>

         Lew Huster                            20,000
         Mitch C. Mullins                      30,000
         Gerald Edward Russo                   40,000
         David W. Wiedeman                     30,000
         Victoria J. Fisher                    30,000
         Gail Kunz                             20,000
         Gary T. Peterson                      30,000
         Diana F. Peterson                     30,000
         Dorothy A. Guerra                     30,000
         Gilbert Guerra                        30,000
         Michael Browers                       30,000
         Julia Browers                         30,000
                                             ---------

                                             2,100,000


                                       36
<PAGE>


         Felicia May Nilson and Stuart Curtis Nilson; Peggy Melilli and Dennis
Mililli; Diane F. Peterson and Gary T. Peterson; Dorothy A. Guerra and Gilbert
Guerra; Grace M. Jones and Charles L. Jones; and Julia Bowers and Michael Bowers
are, respectively, husbands and wives. Laree E. Jones is the daughter of Grace
M. Jones and Charles L. Jones.

         The sale and issuance of the shares of common stock was exempt from
registration under the Securities Act of 1933, as amended, by virtue of section
4(2) as a transaction not involving a public offering. Each of the shareholders
had acquired the shares for investment and not with a view to distribution to
the public.

         All of the shares of common stock of the Company had been issued for
investment purposes in a "private transaction" and were "restricted" shares as
defined in Rule 144 under the Securities Act of 1933, as amended.

         On September 1, 1999, Suzy-Path, Corp. sold and issued for cash 20,000
shares of its $.001 par value common stock to Amy Hadley for $2,000. Suzy-Path,
Corp. relied upon Section 4(2) of the Securities Act of 1933, as amended, as the
exemption applicable to the sale and issuance of the common stock. Suzy-Path,
Corp. did not publicly offer its securities and no underwriter was used in
connection with the sale and issuance of the shares of common stock to its sole
shareholder. All of the shares of common stock of Suzy-Path, Corp. have been
issued for investment purposes in a "private transaction" and were "restricted"
shares as defined in Rule 144 under the Securities Act of 1933, as amended.

         On August 1, 2001, the Company sold and issued for cash one share of
its $.001 par value common stock to Suzy-Path, Corp. for cash for $15,000. The
Company relied upon Section 4(2) of the Securities Act of 1933, as amended, as
the exemption applicable to the sale and issuance of the common stock. The
Company did not publicly offer its securities and no underwriter was used in
connection with the sale and issuance of the shares of common stock to its sole
shareholder. All of the shares of common stock of the Company had been issued
for investment purposes in a "private transaction" and were "restricted" shares
as defined in Rule 144 under the Securities Act of 1933, as amended.

         As a result of the issuance by the Company of its shares of common
stock to Suzy-Path, Corp. on August 1, 2001, the Company became a wholly owned
subsidiary of Suzy-Path, Corp.

         On October 9, 2001, pursuant to Articles and Plan of Merger, Suzy-Path,
Corp. and Bahamas Enterprises, Inc. merged with Suzy-Path, Corp. as the
surviving corporation. At the time of the filing of the Articles and Plan of
Merger, Bahamas Enterprises, Inc. had the same original shareholders. The

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<PAGE>

securities sold were for other than cash; the consideration was the exchange and
conversion of other outstanding securities. The manner of converting shares by
the shareholders of Bahamas Enterprises, Inc. into shares of Suzy-Path, Corp.
was as follows:

         A.       Each share of stock of Bahamas Enterprises, Inc. outstanding
                  was converted into common stock of Suzy Path, Corp. at the
                  ratio of one share of common stock of Suzy-Path, Corp. for
                  each one share of the common stock of Bahamas Enterprises,
                  Inc. The shareholders of Bahamas Enterprises, Inc. were the
                  same shareholders who acquired the shares of common stock on
                  July 31, 1996 and owned, in the aggregate, a total of
                  2,100,000 shares of common stock of Suzy-Path, Corp.

         B.       Each outstanding certificate representing shares of the common
                  stock of Bahamas Enterprises, Inc. was deemed, for all
                  corporate purposes, to evidence the ownership of the number of
                  fully paid, nonassessable shares of common stock of Suzy-Path,
                  Corp. into which such shares of common stock of Bahamas
                  Enterprises, Inc. shall be so converted.

         C.       As of October 9, 2001, each share of common stock of
                  Suzy-Path, Corp. owned by Amy Hadley, the sole shareholder of
                  Suzy-Path, Corp. was converted into common stock of the
                  Suzy-Path, Inc. at the ratio of one hundred (100) shares of
                  common stock of Suzy-Path, Corp. for each one (1) share of the
                  common stock of Suzy-Path, Corp. held by Amy Hadley. Amy
                  Hadley, giving effect to the transaction, owned 2,000,000
                  shares of common stock of Suzy-Path, Corp.

         Bahamas Enterprises, Inc. and Suzy-Path, Corp., and each of them,
relied upon Section 4(2) of the Securities Act of 1933, as amended, as the
exemption applicable to the sale and issuance of the common stock. Each did not
publicly offer its securities and no underwriter was used in connection with the
sale and issuance of the shares of common stock to its existing shareholders. In
addition, Bahamas Enterprises, Inc and Suzy-Path, Corp., and each of them,
relied upon Section 3(9) of the Securities Act of 1933, as amended, as the
exemption applicable to the sale and issuance and exchange of its shares of
common stock with its existing shareholders. All of the shares of common stock
had been issued for investment purposes in a "private transaction" and were
"restricted" shares as defined in Rule 144 under the Securities Act of 1933, as
amended.

                                       38

<PAGE>

         On October 10, 2001, pursuant to Articles and Plan of Merger,
Suzy-Path, Corp. and the Company merged, a parent corporation merging into its
wholly owned subsidiary, wherein the Company became the successor issuer. The
Company and Suzy-Path, Corp., and each of them, relied upon Section 4(2) of the
Securities Act of 1933, as amended, as the exemption applicable to the sale and
issuance of the common stock. Each did not publicly offer its securities and no
underwriter was used in connection with the sale and issuance of the shares of
common stock to its existing shareholders. In addition, the Company and
Suzy-Path, Corp., and each of them, relied upon Section 3(9) of the Securities
Act of 1933, as amended, as the exemption applicable to the sale and issuance
and exchange of its shares of common stock with its existing shareholders. The
securities sold were for other than cash; the consideration was the exchange and
conversion of other outstanding securities. All of the shares of common stock
had been issued for investment purposes in a "private transaction" and were
"restricted" shares as defined in Rule 144 under the Securities Act of 1933, as
amended. At the time of the transaction, the Company issued the 4,100,000 shares
currently outstanding to the shareholders of record in consideration and in
exchange of the 4,100,000 shares then issued and outstanding in Suzy-Path, Corp.
Amy Hadley owned 2,000,000 shares of common stock of the Company and the
original shareholders of Bahamas Enterprises, Inc. owned 2,100,000 shares of
common stock of the Company. The one outstanding share of stock sold and issued
to Suzy-Path, Corp. by the Company on August 1, 2001 was surrendered for
cancellation and restored to authorized and unissued.

         From the date of the original issuance on July 31, 1996 until the
effect of the transaction of October 9, 2001 and the exchange as a result of the
transaction of October 10, 2001, there were no transfers of any shares of common
stock sold and issued to the original 25 shareholders. After the transaction of
October 10, 2001 until the date of this report, said 25 shareholders (and Amy
Hadley) have continued to hold the shares of common stock of the Company.

         The Company does not have any securities issued and outstanding that
are convertible or exchangeable into our equity securities or warrants or
options representing equity securities as a result of the recent sales of
unregistered securities or as a result of any of the transactions between
Bahamas Enterprises, Inc., Suzy-Path, Corp. and the Company, or any one or more
of them, and their or our respective shareholders.

         Except for the exchange of October 10, 2001, the Company (and its
predecessors, Bahamas Enterprises, Inc. and Suzy-Path, Corp., and each of them)

                                       39

<PAGE>

has not issued any of its shares of common stock for consideration other than
cash. No shareholder has transferred his or her shares to any other shareholder
and all of shareholders originally paid cash for his or her securities and
thereafter effectuated an exchange of those securities for the shares of common
stock currently held by the shareholder in the Company.

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 held by non-affiliates (600,000 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 600,000 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 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.

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<PAGE>

         (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.

         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," "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 Form 10KSB.

                                       41

<PAGE>

         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 management and the Company.

         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 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 February 28, 2004. Each
advance under the line of credit will be evidenced by a non-interest bearing
promissory note, all due and payable on December 31, 2004. Although we expect to
generate sufficient revenues to repay the line of credit before December 31,
2004, it is impossible at this time for us to predict the amount of our
revenues. 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 February 28, 2004.

         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 were obligated through September 28, 2003
to Verio in connection with this expense. We are now obligated to Verio through
September 28, 2004. We had requested a one-year extension and on October 28,
2003, Verio orally confirmed that they would maintain us in the WARP program. We
may request up to two additional 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. The officers
and directors have agreed to fund our "burn rate," pay off all offering expenses

                                       42

<PAGE>

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. 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 February 28,
2004 and will be repaid on or after December 31, 2004. As of the date hereof, no
funds have been drawn down on the line of credit. We intend to draw down funds
on the line of credit prior to February 28, 2004. 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 sites that
details the services available and hyperlinks to the more detailed presentation
utilized by Verio. We had originally anticipated that our designing of the web
sites would 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, with the strategic
listing of the to occur prior to December 30, 2003. We now intend to commence
the designing of the web sites on or before February 28, 2004. Our primary web
site will be http:/www.domainandwebhosting.com and the other web sites will
direct or hyperlink or point the viewer to the primary web site. Thereafter,
prior to March 31, 2004, we will complete the strategic listing of our web sites
with 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 monthly 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

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<PAGE>

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.

         In the event that we do not have sufficient funds advanced by our
current officers and directors, we will need additional financing to implement
our business plan. We have no present plans, proposals, arrangements or
understandings with respect to the sale and issuance of additional securities or
the obtaining of additional loans or obtaining other financial accommodations;
however, we will be required to develop a financing strategy which will involve
an additional offering of our securities or the obtaining of funds to commence
our marketing strategy. If we do not raise additional capital or secure loans,
we will be required to determine if our domain names have inherent intangible
value with us selling our names or seeking a business opportunity with a company
doing domain registration and web hosting who may desire our domain names or
wind up and dissolve. However, we do not presently intend to engage in a merger
or acquisition with an unidentified company or companies and we intend to pursue
our business plan. In addition, although we have a commitment from the officers
and directors to provide federal securities law compliance funding, we will need
to determine whether or not we will continue to file periodic reports in the
event our obligation to file the reports is not required under the Securities
Exchange Act of 1934, as amended.

         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

                                       44

<PAGE>

                  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 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.



                                       45

<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.

Restated Financial Statements.

         We have determined that the accounting treatment of the merger
transaction between Bahamas Enterprises, Inc. and Suzy-Path, Corp. was
incorrect. On October 9, 2001, we treated the merger of these entities as a
business acquisition using the purchase method of accounting as described by
SFAS No. 141, "Business Combinations." Upon subsequent review of the
transaction, this was determined to be an incorrect treatment.

         Business combinations under SFAS No. 141 apply to the acquisition of a
business. Bahamas Enterprises, Inc. was a non-operating public shell
corporation, and therefore, not a business. For reporting purposes, the
transaction is treated as a capital transaction where the acquiring corporation
issued stock for the net monetary assets of the shell corporation, accompanied
by a recapitalization. The accounting is similar in form to a reverse
acquisition, except that goodwill or other intangibles are not recorded.

         In addition, on October 10, 2001, we had a business combination that
occurred between Suzy-Path, Corp., our parent corporation, and us, as a wholly
owned subsidiary. The parent and subsidiary were consolidated for financial
purposes. SFAS No. 141, "Business Combinations," does not apply to the
transaction as both entities were under common control. In accordance with APB
No. 16 the merger was treated as an exchange of equity of entities under common
control where the merged financial statements of Domain Registration, Corp. were

                                       46

<PAGE>

the consolidated financial statements of Suzy-Path, Corp. and subsidiaries, are
included with Domain Registration, Corp. all as if the business transaction had
occurred at the beginning of the reporting period.

         Prior to the restatement of the financial statements, the goodwill, as
of December 31, 2001 and December 31, 2002, net of amortization was $1,700. As
of December 31, 2002, prior to the restatement of the financial statements, the
accumulated deficit during the development stage was $49,543 and the correct
restated accumulated deficit during the development stage is now $51,243, or an
increase of $1,700.

         We intend to supply to all shareholders of record this Form 10KSB/A
reflecting the restated financial statements and the other information contained
in this report.


Financial Condition.

         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. We do not have sufficient cash or
other material assets or 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. We are insolvent in that we are unable to pay our debts in
the ordinary course of business as they become due. 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
should we be unable to continue as a going concern. We have a loss from
inception through December 31, 2002 of $49,543.

         We currently have cash of $1,101 and $19,350 in prepaid expenses that
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 $51,243. 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.

                                       47

<PAGE>

         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 December 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.

Liquidity and Operational Results.

         We have limited assets and liquidity. As of December 31, 2002, we had
cash of approximately $1,101 and $19,350 in prepaid expenses. As a result of the
restatement of our financial statements, no goodwill or other intangible assets
are reflected. This resulted in a reduction of our total assets by $1,700 of
goodwill and an increase of the accumulated deficit by $1,700.

         As of December 31, 2002, we had total liabilities of $67,594 and we had
a negative net worth of $47,243.

         We have had no revenues from inception through December 31, 2002. Our
loss from inception through December 31, 2001 was $51,243. Our loss for the year
ended December 31, 2001 and December 31, 2002 was $15,278 and $11,408,
respectively.

         During the fiscal year ending December 31, 2003, we incurred expenses
of $11,408 as compared to the fiscal year ended December 31, 2002 of $15,278 or
a decreased of $3,870.

         We have officer's advances of $42,118 from inception to December 31,
2001. The officer's advances as of December 31, 2002 were $54,094 or an increase
of 11,976.

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

                                       48

<PAGE>

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 was adopted by us as of 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 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 our financial position or
operating results.


                                       49

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS.









                           DOMAIN REGISTRATION, CORP.
                          (A Development Stage Company)

                                Financial REPORTS

                                December 31, 2002
                                DECEMBER 31, 2001









                                       50


<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-6-12
________________________________________________________________________________



<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 (2002 and 2001  restated - see notes 2 and 8). 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

November 25, 2003
Henderson, Nevada


                                      F-1


<PAGE>

<TABLE>
<CAPTION>


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


                                                           December 31,      December 31,
                                                                   2002              2001
                                                           ____________      ____________
<S>                                                          <C>              <C>

                                     ASSETS

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

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


               Total assets                                  $ 20,451         $  25,851
                                                             ========         =========


                      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             (51,243)          (39,835)
                                                             ________         ________

          Total stockholders' equity                         $(47,143)        $ (35,735)
                                                             ________        ________

               Total liabilities and
               stockholders' equity                          $ 20,451         $  25,851
                                                             ========         =========


                See Accompanying Notes to Financial Statements.

</TABLE>

                                      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                                  0              0              0                0
                                        __________     __________     __________       __________

           Gross profit                 $        0     $        0     $        0       $        0

General, selling and
   administrative expenses
      Operating expenses                    11,408         15,278          7,213           51,243
                                        __________     __________     __________       __________
           Operating (loss)             $  (11,408)    $  (15,278)    $   (7,213)      $  (51,243)

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

   Net (loss)                           $  (11,408)    $  (15,278)    $   (7,213)      $  (51,243)
                                        ==========     ==========     ==========       ==========


   Net (loss) per share, basic
   and diluted (Note 2)                 $    (0.00)    $    (0.01)    $    (0.00)      $    (0.02)
                                        ==========     ==========     ==========       ==========

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


                 See Accompanying Notes to Financial Statements.

</TABLE>

                                      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                                                         (15,278)
                                          _________     _______     __________      ________

Balance, December 31, 2001                4,100,000     $ 4,100     $        0      $(39,835)

Net (loss) December 31, 2002                                                         (11,408)
                                          _________     _______     __________      ________

Balance, December 31, 2002                4,100,000     $ 4,100     $        0      $(51,243)
                                          =========     =======     ==========      ========


                 See Accompanying Notes to Financial Statements.

</TABLE>

                                      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)    $  (15,278)    $   (7,213)      $(51,243)
    Adjustments to reconcile net (loss)
    to cash (used in) operating
    activities:
    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     $     (899)    $        0       $ (2,999)
                                        __________     __________     __________       ________

Cash Flows From
Investing Activities                    $        0     $        0     $        0       $      0
                                        __________     __________     __________       ________

Cash Flows From
Financing Activities
    Issuance of common stock                     0          2,000              0          4,100
                                        __________     __________     __________       ________

         Net cash provided by
            financing activities        $        0     $    2,000     $        0     $      4,100
                                        __________     __________     __________     ------------

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

Cash, beginning of period                    1,101              0              0     $          0
                                        __________     __________     __________     ------------
Cash, end of period                     $    1,101     $    1,101     $        0     $      1,101
                                        ==========     ==========     ==========     ============

                See Accompanying Notes to Financial Statements.

</TABLE>

                                      F-5


<PAGE>


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


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. ("Bahamas"), a Nevada corporation,  combining Bahamas into Suzy-Path, Corp.
("Suzy-Path"),  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 Bahamas was automatically converted to
one share of Suzy-Path  and the shares of Suzy-Path  were  reconstituted  on the
basis of 100  shares  for each  original  share of  Suzy-Path.  The  transaction
results in 4,100,000 shares of Suzy-Path.  Suzy-Path assumed all liabilities and
obligations of Bahamas. Based on the terms of the merger agreement, through Rule
12g-3(a) of the general rules and regulations of the Securities  Exchange Act of
1934, as amended,  Suzy-Path became the surviving entity for reporting  purposes
to the Securities and Exchange Commission.

For accounting purposes,  the acquisition of Bahamas by Suzy-Path was treated as
a reverse  acquisition.  Bahamas was  considered as the acquirer for  accounting
purposes. The financial statements are those of Bahamas 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  adopted the Articles and Plan of Merger of
Suzy-Path,  Corp.,  a  Nevada  corporation,  into  Domain  Registration,   Corp.
("Domain"), a Nevada Corporation.  Domain was a wholly owned subsidiary of Suzy-
Path.  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  was  converted to one share of Domain.  Each of the  shareholders  of
Suzy-Path exchanged his or her stock for the stock of Domain. Domain assumed all
assets,  liabilities  and  obligations  of Suzy-Path.  Based on the terms of the
merger  agreement,  through  Rule  12g-3(a) of the rules  promulgated  under the
Securities Exchange Act of 1934, as amended,  Domain became 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 an  exchange  of equity of  entities of common
control.  Domain was  considered as the acquirer.  The financial  statements are
those of the combined Domain and Suzy-Path with Bahamas 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 and 2001


NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In 2003,  the Company  determined  that the  accounting  treatment of the merger
transactions described in Note 1 was incorrect. In 2001, the Company treated the
mergers as business  acquisitions  using the purchase  method of  accounting  as
described by SFAS No. 141,  "Business  Combinations."  Upon subsequent review of
the  transactions,  this was determined to be incorrect.  Business  combinations
under  SFAS  No.  141  applies  to  the  acquisition  of  a  business.   Bahamas
Enterprises,  Inc. was a non-operating public shell corporation,  and therefore,
not a business.

The second  transaction was also restated.  The merger occurred between a parent
and  wholly-owned  subsidiary.  The parent and subsidiary were  consolidated for
financial purposes.  The transaction was corrected to reflect the same financial
data  in  the  merged  reporting  as  appeared  in  the  consolidated  financial
statements.

Based  on  this  review  of the  transactions,  the  Company  has  restated  its
previously  issued  Financial  Statements  for  2002  and  2001  for  the  above
transactions.

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 and 2001.

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.


                                      F-7


<PAGE>


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


NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 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.

REVENUE RECOGNITION

Revenues are  recognized  as  incurred.  Anticipated  revenues  will be from the
registration of domain names through the website domain  registration  agreement
with Verio,  Inc. As of September 30, 2003,  the Company had not  registered any
domain  names  through the  websites.  Cost of sales is the monthly  cost of web
hosting  through  Verio,  Inc.  When the Company  records  revenues  through the
websites,  the cost of the website  will  recorded  as cost of sales.  Since the
Company has not recorded revenues from registration of domain names, the cost of
the websites have been reclassified as operating expenses.


                                      F-8


<PAGE>


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


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 rules promulgated under the Securities  Exchange
Act of 1934, as amended, Domain Registration,  Corp. became 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. Based upon the merger  agreement,  each outstanding
share  of  Suzy-Path,  Corp.  was  to  be  converted  to  one  share  of  Domain
Registration,  Corp. Each of the shareholders of Suzy-Path,  Corp. exchanged his
or her  stock for the  stock of the  Company.  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.

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 and 2,482,090 since inception. As of December 31, 2002 and
since inception, the Company had no dilutive potential common shares.


                                      F-9


<PAGE>


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


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, 2002 is as follows:

         Net operating loss carry forward            $ 47,814
         Valuation allowance                         $(47,814)
                                                     _________

         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.  The resident
agent  for the  corporation  provides  office  services  without  charge,  as an
accommodation  to the officers and  directors.  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.

NOTE 7.  WARRANTS AND OPTIONS

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


                                      F-10


<PAGE>


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


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  Exchange Act of 1934, as amended.  Suzy-Path,
Corp.  owned a domain name and  maintained a web site for  customers to register
domain names and referral of web hosting  services through a contact with Verio,
Inc. The merger  resulted in the direct  acquisition of the assets  comprising a
going business.

Transactions  pursuant to SFAS No.  141,  "Business  Combinations,"  require the
acquisition of a business entity. Bahamas Enterprises,  Inc. was a non-operating
public shell corporation, and therefore, not a business. For reporting purposes,
the  transaction  is  treated  as a  capital  transaction  where  the  acquiring
corporation  issued stock for the net monetary assets of the shell  corporation,
accompanied  by a  recapitalization.  The  accounting  is  similar  in form to a
reverse acquisition, except that goodwill or other intangibles are not recorded.
The combination was recorded as follows:

<TABLE>
<CAPTION>

                                        Suzy-Path Corp.     Bahamas Enterprises     Merged Companies
<S>                                         <C>                  <C>                   <C>

     Cash                                   $ 1,376              $      0              $  1,376
     Prepaid assets                          13,050                     0                13,050
     Investment in subsidiary                15,000                     0                1,5000
                                            _______              ________              ________
     Total Assets                            29,426                     0                29,426

     Officer payable                         15,000                26,588                41,588
     Accounts payable                        13,500                 1,599                15,099
                                            _______              ________              ________
     Total Liabilities                       28,500                28,187                56,687
                                            _______              ________              ________

     Common Stock                             2,000                 2,100                 4,100
     Accumulated deficit                     (1,074)              (30,287)              (31,361)
                                            _______              ________              ________
     Shareholders' equity (deficit)         $   926              $(28,187)             $(27,261)
                                            =======              ========              ========

</TABLE>



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

Domain Registration,  Corp. was a wholly-owned subsidiary of Suzy-Path, Corp. It
also owned  domain  names and  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.

Suzy-Path, Corp and Domain Registration reported on a consolidated basis. Domain
Registration,  Corp.  issued one share of Domain  Registration,  Corp. stock for
each share of stock in Suzy-Path,  Corp. The purpose of the  transaction  was to
acquire the assets of Suzy-Path, Corp. Domain Registration, Corp. then cancelled
the sole share of ownership held by Suzy-Path, Corp. Domain Registration,  Corp.
has elected to be the surviving entity for reporting purposes.


                                      F-11


<PAGE>


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


NOTE 8.  BUSINESS COMBINATIONS (continued)


SFAS No. 141, "Business Combinations," does not apply to the transaction as both
entities were under common control. In accordance with APB No. 16 the merger was
treated as an exchange  of equity of entities  under  common  control  where the
merged financial statements of Domain Registration, Corp. where the consolidated
financial  statements of Suzy-Path,  Corp. and  subsidiaries,  are included with
Domain  Registration,  Corp. as if the transaction had occurred at the beginning
of the reporting period.











                                      F-12


<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                42        President/Director

         Stuart Curtis Nilson      29        Secretary/Treasurer
                                             Director

         Felicia May Nilson        31        Director

         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.

                                       51

<PAGE>

         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.

         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. Section 16(a) contains no provisions allowing an insider to file a
late report. On April 8, 2003, Amy Hadley filed her Form 3, untimely. 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 remained unchanged as of
April 8, 2003 and 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 9A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure on Controls and Procedures.

         Based on an evaluation of our disclosure controls and procedures as of
the end of the period covered by this annual report, our president and treasurer
have determined that the our current disclosure controls and procedures are
effective.

Changes in Internal Control Over Financial Reporting.

         There have not been any changes in our internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) or
any other factors during the quarter of the fiscal year ended September 30,
2003, that have materially affected, or are reasonably likely to materially
affect our internal control over financial reporting.

                                       52

<PAGE>

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 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, 2002.

         We have adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer and
persons performing similar functions. The code of ethics will be posted on the
investor relations section of the Company's website at such time as our web site
is no longer considered under construction. At such time as we have posted the
code of ethics on our website, we intend to satisfy the disclosure requirements
under Item 10 of Form 8-K regarding an amendment to, or waiver from, a provision
of the code of ethics by posting such information on the website. The current
code of ethics is filed as an exhibit to the Form 10QSB filed with the
Securities and Exchange Commission on November 18, 2003.


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

                                       53

<PAGE>

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
                  Address of             of
                  Beneficial          Beneficial       Percent
Title of Class      Owner               Owner          of Class
_________________________________________________________________

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

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

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

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

Common     All Officers and           3,450,000           84.145%
           Directors as a Group
           (four [4] individuals)

         The total of the Company's outstanding common stock 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 also of record by all directors
and officers of the Company.

                  Name and              Amount
                  Address of             of
                  Beneficial          Beneficial       Percent
Title of Class      Owner               Owner          of Class
_________________________________________________________________

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

                                       54

<PAGE>


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

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

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

Common     All Officers and           3,450,000           84.145%
           Directors as a Group
           (four [4] 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.

         Each of the security ownership by the beneficial owners and by
management is also the owner of record for the like number of shares.

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


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Except as set forth herein, 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 (i) the sale and issuance of common stock of Suzy-Path,
Corp. to Amy Hadley, its sole shareholder for $2,000 on or about September 1,
1999, (ii) the loan by Amy Hadley of $15,000 to Suzy-Path, Corp. in connection
with the sale and issuance of one share of common stock of the Company to
Suzy-Path, Corp. on August 1, 1999 in connection with the formation of Domain
Registration, Corp., (iii) the series of transactions which we had with Bahamas
Enterprises, Inc. and Suzy-Path, Corp., and (iv) 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.

                                       55

<PAGE>

         Our current officers and directors (Felicia May Nilson, Stuart Curtis
Nilson and Amy Hadley) 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. Also, Felicia May Nilson and Stuart Curtis Nilson
are husband and wife.

         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 officers and directors
of Bahamas Enterprises, Inc. The officers and directors that Corporate
Headquarters, Inc. provided were a Cort W. Cristie and Maurice O'Bannon. Each
did not have a direct or indirect material interest in Bahamas Enterprises, Inc.
Felicia May Nilson caused the formation and statutory resident agent fees to be
paid to Corporate Headquarters, Inc. Cort W. Christie and Maurice O'Bannon, and
each of them, served at the request of Felicia May Nilson, Stuart Curtis Nilson
and Vickie L. Andre, the majority shareholders of Bahamas Enterprises, Inc.,
without compensation. Until October 9, 2001, Felicia May Nilson had a 23.809%
interest in Bahamas Enterprises, Inc. and currently holds a 12.195% interest in
us. Until October 9, 2001, Stuart Curtis Nilson had a 28.571% interest in
Bahamas Enterprises, Inc. and currently holds a 14.634% interest in us. Until
October 9, 2001, Vickie L. Andre had a 16.666% interest in Bahamas Enterprises,
Inc. and currently holds a 8.536% interest in us.

         On July 31 1996, Bahamas Enterprises, Inc. sold and issued 1,450,000 of
a total issuance of 2,100,000 shares of its $.001 par value common stock (as
adjusted for a stock split of February 2, 1999) to Felicia May Nilson, Stuart
Curtis Nilson and Vickie L. Andre, at par value. Each of the shares of commmon
stock was sold for cash. Prior to the forward stock split, each shareholder paid
$.10 per share for the shares, Bahamas Enterprises, Inc. sold and issued 1,450
shares, and the aggregate consideration received by Bahamas Enterprises, Inc.
from Felicia May Nilson, Stuart Curtis Nilson and Vickie L. Andre was $1,450.

         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.

         On September 1, 1999, Suzy-Path, Corp. sold and issued 20,000 of its
shares to Amy Hadley for $2,000. On August 1, 2001, we sold and issued one of
our shares of common stock to Suzy-Path, Corp. for $15,000. The $15,000 was a

                                       56

<PAGE>

loan by Amy Hadley, the sole shareholder of Suzy-Path, Corp. to Suzy-Path, Corp.
As a result of the issuance by us to Suzy-Path, Corp., we became a wholly owned
subsidiary of Suzy-Path, Corp.

         On October 10, 2001, pursuant to Articles and Plan of Merger,
Suzy-Path, Corp. and the Company merged, a parent corporation merging into its
wholly owned subsidiary, wherein the Company became the successor issuer. The
securities sold were for other than cash, the consideration was the exchange by
Felicia May Nilson, Stuart Curtis Nilson and Vickie L. Andre (and the other
shareholders) and conversion of the outstanding securities held by each for
shares of our common stock.

         At the time of the transaction, the Company issued the 4,100,000 shares
currently outstanding to the shareholders of record in consideration and in
exchange of the 4,100,000 shares then issued and outstanding in Suzy-Path, Corp.
Felicia May Nilson received 500,000 shares, Stuart Curtis Nilson received
600,000 shares and Vickie L. Andre received 350,000 shares. Amy Hadley had owned
2,000,000 shares of Suzy-Path, Corp. and received 2,000,000 shares of common
stock in the Company.

         Amy Hadley, Felicia May Nilson and Stuart Curtis Nilson 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. This line of credit will expire on February 28,
2004 and will be due and payable on or after December 31, 2004. The officers and
directors have agreed among themselves that the repayment of the line of credit
will not impede, or be made conditional in any manner, to the continuous
implementation of our marketing plan. As of the date hereof, no funds have been
drawn down on the line of credit. These agreements may not be enforceable.

         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 current Code of Ethics has been filed as an exhibit to the Form
         10QSB filed with the Securities and Exchange Commission  on November
         18, 2003, said Code of Ethics is incorporated herein by reference

         The following documents are filed as part of this report:

          23.1     Consent of Kyle L. Tingle, CPA.

          31.      Certifications by Amy Hadley, President and Chief Executive
                   Officer and Stuart Curtis Nilson, Chief Financial Officer,
                   required by Rule 13a-14(a)

          32.      Certifications pursuant to Section 906 of the Sarbanes-Oxley
                   Act of 2002


                                       57


<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: January 9, 2004               DOMAIN REGISTRATION, CORP.

                                    By:  /s/ AMY HADLEY
                                         ______________________
                                         Amy Hadley
                                         Director and President


                                    By:  /s/ STUART CURTIS NILSON
                                         ________________________
                                         Stuart Curtis Nilson
                                         Director, Treasurer and
                                         Chief Financial Officer


                                    By:  /s/ FELICIA MAY NILSON
                                         ______________________
                                         Felicia May Nilson
                                         Director


         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: January 9, 2004               DOMAIN REGISTRATION, CORP.


                                    By:  /s/ AMY HADLEY
                                         ______________________
                                         Amy Hadley
                                         Director and President


                                    By:  /s/ STUART CURTIS NILSON
                                         ________________________
                                         Stuart Curtis Nilson
                                         Director, Treasurer and
                                         Chief Financial Officer


                                    By:  /s/ FELICIA MAY NILSON
                                         ______________________
                                         Felicia May Nilson
                                         Director


                                       58