Commission File No. 000-29531

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

                                   FORM 10-KSB

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

                  For the Fiscal Year Ended: December 31, 2002

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

                     For the Transition Period From __ to __

                       HAWKSDALE FINANCIAL VISIONS, INC.
                       ---------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


              NEVADA                               88-0409144
   -------------------------------              -------------------
   (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization)          Identification No.)

   6767 Tropicana Avenue, Suite 207
         LAS VEGAS, NEVADA                      89103
-----------------------------------------     ---------
(Address of principal executive offices)       (Zip code)

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

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

                                      none

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

                               $.001 COMMON STOCK
                               -------------------
                                (Title of Class)


         Check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes / / No /X/

         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>

         Check if the registrant is an accelerated filer (as defined in Rule
12b2 of the Securities Exchange Act or 1934).   Yes / /  No /X/

         As of December 31, 2002, there were 2,100,000 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

                                     PART I



Item 1.  Description of Business. . . . . . . . . . . . . .    4

Item 2.   Description of Property . . . . . . . . . . . . .   17

Item 3.   Legal Proceedings . . . . . . . . . . . . . . . .   17

Item 4.  Submission of Matters to a Vote of
         Security Holders . . . . . . . . . . . . . . . . .   17

                                     PART II

Item 5.  Market for Common Equity and
         Related Stockholder Matters  . . . . . . . . . . .   17

Item 6.  Management's Discussion and Analysis
         or Plan of Operation . . . . . . . . . . . . . . .   21

Item 7.  Financial Statements . . . . . . . . . . . . . . .   23

Item 8.  Changes In and Disagreements with
         Accountants on Accounting and Financial
         Disclosure . . . . . . . . . . . . . . . . . . . .   24

Item 8A. Controls and Procedures. . . . . . . . . . . . . .   24


                                    PART III


Item 9.  Directors, Executive Officers, Promoters
         and Control Persons; Compliance with
         Section 16(a) of the Exchange Act. . . . . . . . .   25

Item 10. Executive Compensation . . . . . . . . . . . . . .   26

Item 11. Security Ownership of Certain
         Beneficial Owners and Management
         And Related Stockholder Matters  . . . . . . . . .   26

Item 12. Certain Relationships and
         Related Transactions . . . . . . . . . . . . . . .   27

Item 13. Exhibits and Reports on Form 8-K . . . . . . . . .   27

Item 14. Controls and Procedures. . . . . . . . . . . . . .   28

Item 15. Principal Accountant Fees
         and Services . . . . . . . . . . . . . . . . . . .   28

         Signature. . . . . . . . . . . . . . . . . . . . .   29


                                       3


<PAGE>

                                     PART I


Item 1.  DESCRIPTION OF BUSINESS.

Introduction

         Hawksdale Financial Visions, Inc. (sometimes the "Company") was
incorporated on December 6, 1996 under the laws of the State of Nevada. We
originally had intended to time share a single family dwelling house in the Rum
Cay area of the Bahamas, offering a one-twelfth fractional interest. As at March
31, 1997, all funds raised by the sale of shares of $.001 par value common stock
("Common Stock") in order to fulfill our initial objective had been expended and
we, thereafter, become dormant.

         Since March 31, 1997, we have been in the developmental stage and have
had no operations. As of the date hereof, the Company can be defined as a
"shell" company, an entity which is generally described as having no or nominal
operations and with no or nominal assets or assets consisting solely of cash and
cash equivalents. As a shell company, our sole purpose at this time is to locate
and consummate a merger or acquisition with a private entity.

         We became a reporting company on a voluntary basis because the primary
attraction of the Company as a merger partner or acquisition vehicle will be its
status as a public company. In addition, we became a reporting company to
enhance investor protection and to provide information if a trading market
commences. Only those companies that report their current financial information
to the Securities and Exchange Commission, banking, or insurance regulators are
permitted to be quoted on the OTC Bulletin Board System.

Risk Factors

         Our business is subject to numerous risk factors, including the
following:

1.       We have had no operating history nor any revenues or earnings from
         operations and we are insolvent.

         We have no assets or financial resources. We will, in all likelihood,
sustain operating expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in us incurring a net
operating loss that will increase continuously until we can consummate a
business combination with a profitable business opportunity. There is no
assurance that we can identify such a business opportunity and consummate such a
business combination.

         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 our 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.

                                       4

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2.       Our proposed plan of operation is speculative.

         The success of our proposed plan of operation will depend to a great
extent on the operations, financial condition and management of the identified
business opportunity. While management intends to seek business combination(s)
with entities having established operating histories, there can be no assurance
that we will be successful in locating candidates meeting such criteria. In the
event we complete a business combination, of which there can be no assurance,
the success of our operations may be dependent upon management of the successor
firm or venture partner firm and numerous other factors beyond our control.

3.       We face intense competition for business opportunities and
         combinations.

         We are and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of small
private and public entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies that may be our desirable target candidates. Nearly
all such entities have significantly greater financial resources, technical
expertise and managerial capabilities than we have and, consequently, we will be
at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, we will also compete
in seeking merger or acquisition candidates with numerous other small public
companies.

4.       We have no agreements for a business combination or other transaction
         and have established no standards for a business combination.

         We have no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture with or acquisition of, a private or
public entity. There can be no assurance that we will be successful in
identifying and evaluating suitable business opportunities or in concluding a
business combination. Management has not identified any particular industry or
specific business within an industry for our evaluation. There is no assurance
that we will be able to negotiate a business combination on terms favorable to
us. We have not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which it will
require a target business opportunity to have achieved, and without which we
would not consider a business combination in any form with such business
opportunity. Accordingly, we may enter into a business combination with a
business opportunity having no significant operating history, losses, limited or
no potential for earnings, limited assets, negative net worth or other negative
characteristics.

                                       5

<PAGE>

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

         None of our officers has entered into a written employment agreement
with the Company and none is expected to do so in the foreseeable future. We
have not obtained key man life insurance on any of our officers or directors.
Notwithstanding the combined limited experience and time commitment of
management, loss of the services of any of these individuals would adversely
affect development of our business and its likelihood of continuing operations.

6.       Our officers and directors may in the future participate in business
         ventures that could be deemed to compete directly with the Company.

         Additional conflicts of interest and non-arms length transactions may
arise in the future in the event the Company's officers or directors are
involved in the management of any firm with which the Company transacts
business. Management has adopted a policy that we will not seek a merger with,
or acquisition of, any entity in which management serve as officers, directors
or partners, or in which they or their family members own or hold any ownership
interest.

7.       The reporting requirements under federal securities law may delay or
         prevent us from making certain acquisitions.

         Sections 13 and 15(d) of the Securities Exchange Act of 1934, as
amended, (the "1934 Act"), require companies subject thereto to provide certain
information about significant acquisitions, including certified financial
statements for the company acquired, covering one, two, or three years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare such statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act are
applicable.

         In addition to the certified financial statements, in the filing of the
Form 8-K that we file to report an event that causes us to cease being a shell
company, we may be required to include that information that is normally
reported by a company in a Form 10 or Form 10-SB. The time and additional costs
that may be incurred by some target entities to prepare and disclose such
information may significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by the Company.

                                       6
<PAGE>


8.       We have neither conducted, nor have others made available to us,
         results of market research indicating that any market demand exists for
         the transactions contemplated by us.

         We do not have, and do not plan to establish, a marketing organization.
Even in the event demand is identified for a merger or acquisition contemplated
by the Company, there is no assurance that we will be successful in completing
any such business combination.

9.       Our plan of operation may not permit diversification.

         Our proposed operations, even if successful, will in all likelihood
result in us engaging in a business combination with a one limited business
opportunity. Consequently, our activities may be limited to those engaged in by
business opportunities which we merge with or acquires. Our inability to
diversify its activities into a number of areas may subject us to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with our operations.

10.      The Investment Company Act of 1940 creates a situation wherein we would
         be required to register and could be required to incur substantial
         additional costs and expenses.

         Although we will be subject to regulation under the 1934 Act,
management believes the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as we will not be engaged in the
business of investing or trading in securities. In the event we engage in
business combination that result in us holding passive investment interests in a
number of entities, we could be subject to regulation under the Investment
Company Act of 1940. In such event, we would be required to register as an
investment company and could be expected to incur significant registration and
compliance costs. We have obtained no formal determination from the Securities
and Exchange Commission as to the status of our Company under the Investment
Company Act of 1940 and, consequently, any violation of such Act would subject
us to material adverse consequences.

11.      Our present management most likely will not remain after we complete a
         business combination.

                                       7

<PAGE>

         A business combination involving the issuance of our Common Stock will,
in all likelihood, result in shareholders of a private company obtaining a
controlling interest in us. Any such business combination may require our
management to sell or transfer all or a portion of the Company's Common Stock
held by them, and/or resign as members of the Board of Directors. The resulting
change in our control could result in removal of one or more present officers
and directors and a corresponding reduction in or elimination of their
participation in our future affairs.

12.      At the time we do any business combination, each shareholder will most
         likely hold a substantially lesser percentage ownership in the Company.

         Our current primary plan of operation is based upon a business
combination with a private concern that, in all likelihood, would result in the
Company issuing securities to shareholders of any such private company. The
issuance of our previously authorized and unissued Common Stock would result in
reduction in percentage of shares owned by our present and prospective
shareholders and may result in a change in our control or in our management.

13.      As a shell company, we face substantial additional adverse business and
         legal consequences.

         We may enter into a business combination with an entity that desires to
establish a public trading market for its shares. A business opportunity may
attempt to avoid what it deems to be adverse consequences of undertaking its own
public offering by seeking a business combination with us. Such consequences may
include, but are not limited to, time delays of the registration process,
significant expenses to be incurred in such an offering, loss of voting control
to public shareholders and the inability or unwillingness to comply with various
federal and state laws enacted for the protection of investors.

         The Securities and Exchange Commission is considering whether to
propose amendments to the Form 8-S and the Form 8-K for shell companies like us.
The proposed amendments could expand the definition of a shell company to be
broader than a company with no or nominal operations/assets or assets consisting
of cash and cash equivalents, the amendments may prohibit the use of a From S-8
(a form used by a corporation to register securities issued to an employee,
director, officer, consultant or advisor, under certain circumstances), and may
revise the Form 8-K to require a shell company to include current Form 10 or
Form 10-SB information, including audited financial statements, in the filing on
Form 8-K that the shell company files to report the acquisition of the business
opportunity. The Form 8-K filing may be reviewed by the Securities and Exchange
Commission and the prospects of certain disclosures or review or the lack of the
ability to issue securities using a Form S-8 may delay the consummation of a
business combination because of the target entities inability to comply with
various federal and state laws enacted for the protection of investors or the
unwillingness to assume the significant costs of compliance.

                                       8

<PAGE>

14.      Federal and state tax consequences will, in all likelihood, be a major
         consideration in any business combination in which we may undertake.

         Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both us and the target
entity; however, there can be no assurance that such business combination will
meet the statutory requirements of a tax-free reorganization or that the parties
will obtain the intended tax-free treatment upon a transfer of stock or assets.
A non-qualifying reorganization could result in the imposition of both federal
and state taxes which may have an adverse effect on both parties to the
transaction.

15.      The requirement of audited financial statements may disqualify business
         opportunities.

         Our management believes that any potential business opportunity must
provide audited financial statements for review, for the protection of all
parties to the business combination. One or more attractive business
opportunities may choose to forego the possibility of a business combination
with us, rather than incur the expenses associated with preparing audited
financial statements.

16.      If the Company issues additional or future shares, the present
         investors per share percentage interest in the Company may be diluted.

         Any merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares held by the
Company's then shareholders.

17.      Our officers and directors are the principal shareholders and will be
         able to approve all corporate actions without shareholder consent and
         will control our Company.

         Our principal shareholders, Christina Escobedo, Stanley Thomas Babcock
and Tricia A. Willis currently own approximately 69.05% of our Common Stock.
They will have significant influence over all matters requiring approval by our
shareholders, but not requiring the approval of the minority shareholders. In
addition, they are directors and will be able to elect all of the members of our
board of directors, allowing them to exercise significant control of our affairs
and management. In addition, they may transact most corporate matters requiring
shareholder approval by written consent, without a duly-noticed and duly-held
meeting of shareholders.

                                       9

<PAGE>

18.      Our Common Stock may never be public traded and you may have no ability
         to sell the shares.

         There is no established public trading market for our shares of Common
Stock.

         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 Common Stock you may be unable to sell them. Accordingly, you
should be able to bear the financial risk of losing your entire investment.

         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) (unless an exemption is applicable) 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. The NASD Regulation, Inc. will review the market maker's
application (unless an exemption is applicable) 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 an 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.

         In addition, there is no assurance that our Common Stock will be
accepted for listing on the OTC Bulletin Board or in any other trading system.

12.      If our Common Stock does not meet blue sky resale requirements, certain
         shareholders may be unable to resell our Common Stock.

                                       10

<PAGE>

         The resale of 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 Common Stock and there is no exemption from qualification in certain
states, the holders of the Common Stock or the purchasers of the Common Stock
may be unable to sell them.

13.      Our shareholders may face significant restrictions on the resale of
         our Common Stock due to state "blue sky" laws or if we are determined
         to be a "blank check" company.

         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 Common Stock.

         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. Our initial shareholders, because they originally
paid $.10 for each share, 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;

         (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;

                                       11

<PAGE>

         (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 which may develop, may only be conducted
in those jurisdictions where an applicable exemption is available or where the
shares have been registered.

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

         If we are later determined to be a so-called "blank check" company, our
shareholders will be required to file a registration statement under the
Securities Act of 1933, as amended, prior to the resale of the Common Stock,
unless there exists a transactional or security exemption for such sale under
the Securities Act of 1933, as amended. 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 the we are under no obligation to register the
shares on behalf of our shareholders under the Securities Act of 1933, as
amended.

                                       12

<PAGE>

14.      Our Common Stock may be subject to significant restriction on resale
         due to federal penny stock restrictions.

         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, shareholders of our Common Stock may
find it difficult to sell their securities, if at all.

Plan of Operation

         The Company intends to seek to acquire assets or shares of an entity
actively engaged in business that generates revenues in exchange for its
securities. We have no particular acquisitions in mind and we are not currently
engaged in any negotiations regarding any such acquisition. Although the our
officers and directors (also the majority shareholders) have engaged in
preliminary negotiations and discussions with representatives of other companies
regarding the possibility of an acquisition or merger between the Company and
such other company or a possible change of control, as of the date of this Form
10-KSB, there are no agreements for any merger or acquisition or change of
control.

                                       13

<PAGE>

General Business Plan

         The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the advantages of a
company who has complied with the 1934 Act. We will not restrict its search to
any specific business, industry, or geographical location and we may participate
in a business venture of virtually any kind or nature. This discussion of the
proposed business is purposefully general and is not meant to be restrictive of
our virtually unlimited discretion to search for and enter into potential
business opportunities. Management anticipates that it may be able to
participate in only one potential business venture because we have nominal
assets and limited financial resources. This lack of diversification should be
considered a substantial risk to our shareholders because it will not permit us
to offset potential losses from one venture against gains from another.

         We may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes.

         We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the benefits of an Issuer who has complied with the 1934 Act. Such
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options
or similar benefits to key employees, providing liquidity (subject to
restrictions of applicable statutes), for all shareholders.

         We have made no determination as to whether or not it will file
periodic reports in the event its obligation to file such reports is suspended
under the 1934 Act. Christina Escobedo, an officer and director of the Company,
has agreed to provide the necessary funds, without interest, for the Company to
comply with the 1934 Act reporting requirements, provided that she is an officer
and director of the Company when the obligation is incurred.

                                       14

<PAGE>

         It is anticipated that we will incur nominal expenses in the
implementation of its business plan described herein. Because we have no capital
with which to pay these anticipated expenses, present management of the Company
will pay these charges with their personal funds, as interest free loans to the
Company or as capital contributions. However, if loans, the only opportunity
which management has to have these loans repaid will be from a prospective
merger or acquisition candidate.

Acquisition of Opportunities

         In implementing a structure for a particular business acquisition, we
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present management and shareholders of the Company will
no longer be in control of the Company. In addition, our directors may, as part
of the terms of the acquisition transaction, resign and be replaced by new
directors without a vote of our shareholders or may sell their stock in the
Company.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws.

         While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code").

         We will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.


                                       15

<PAGE>

         Our present intent is that we will not acquire or merge with any entity
which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction and supply
other information that is normally disclosed in filings with the Securities and
Exchange Commission. We are subject to all of the reporting requirements
included in the 1934 Act. Included in these requirements is the affirmative duty
of the Company to file independent audited financial statements as part of its
Form 8-K to be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's audited
financial statements included in its annual report on Form 10-KSB. In addition,
in the filing of the Form 8-K that we file to report an event that causes us to
cease being a shell company, we may be required to include that information that
is normally reported by a company in its original Form 10 or Form 10-SB.

Competition

         We will remain an insignificant participant among the firms that engage
in the acquisition of business opportunities. There are many established venture
capital and financial concerns which have significantly greater financial and
personnel resources and technical expertise than the Company. In view of our
combined extremely limited financial resources and limited management
availability, we will continue to be at a significant competitive disadvantage
compared to our competitors.

Investment Company Act of 1940

         Although we will be subject to regulation under the Securities Act of
1933, as amended, and the 1934 Act, our management believes that we will not be
subject to regulation under the Investment Company Act of 1940 insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event we engage in business combinations that result in the
Company holding passive investment interests in a number of entities, we could
be subject to regulation under the Investment Company Act of 1940. In such
event, we would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. We have
obtained no formal determination from the Securities and Exchange Commission as
to the status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company to material
adverse consequences.

Employees

         We have no full time or part-time employees.

         None of the officers and directors anticipates devoting more than ten
(10%) percent of his or her time to Company activities. Our President and
Secretary have agreed to allocate a portion of said time to the activities of
the Company, without compensation. These officers anticipate that the business
plan of the Company can be implemented by their devoting minimal time per month
to the business affairs of the Company and, consequently, conflicts of interest
may arise with respect to the limited time commitment by such officers.

                                       16

<PAGE>

Item 2.  DESCRIPTION OF PROPERTY.

         We have no properties and at this time has no agreements to acquire any
properties.

         The Company presently occupies office space supplied by our registered
agent representative in the State of Nevada at 6767 Tropicana Avenue, Suite 207,
Las Vegas, Nevada 89103. This space is provided to the Company on a rent free
basis, and it is anticipated that this arrangement will remain until such time
as the Company successfully consummates a merger or acquisition. Management
believes that this arrangement will meet the Company's needs for the foreseeable
future.


Item 3.  LEGAL PROCEEDINGS.

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


Item 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

         There have been no matters submitted to the Company's security holders.


                                     PART II


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

         (a) Market Price.

         There is no established trading market in our Common Stock as of the
date of this Form 10-KSB.

                                       17

<PAGE>

         The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

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

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

         Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate that will allow our securities to be traded
without the aforesaid limitations. However, there can be no assurances that,
upon a successful merger or acquisition, we will qualify its securities for
listing on NASDAQ or some other national exchange, or be able to maintain the
maintenance criteria necessary to insure continued listing. The failure of the
Company to qualify its securities or to meet the relevant maintenance criteria
after such qualification in the future may result in the discontinuance of the
inclusion of the Company's securities on a national exchange. In such events,
trading, if any, in our securities may then continue in the non-NASDAQ
over-the-counter market. As a result, a shareholder may find it more difficult
to dispose of, or to obtain accurate quotations as to the market value of, the
Company's securities.

                                       18

<PAGE>
         (b) Holders.


         There are twenty five (25) holders of the Company's Common Stock. On
December 11, 1996, we issued 2,100,000, (as adjusted for a prior forward stock
split) of its Common Stock, for cash. All of the issued and outstanding shares
of the Company's Common Stock were issued in accordance with the exemption from
registration afforded by Section 4(2) of the Securities Act of 1933, as amended.

         As of the date of this Form 10-KSB, all of our issued and outstanding
shares of Common Stock held by non-affiliates are 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.

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

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

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

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

                                       19
<PAGE>

         (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.

         (c) Dividends.

         We have not paid any stock dividends and cash dividends to date and
have no plans to pay any stock or cash dividends in the immediate future.

         (d) Application of California law.

         Section 2115 of the California General Corporation law 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 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.

                                       20

<PAGE>

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


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

         This discussion may contain certain forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Actual
results could differ materially from those forward-looking statements. The
factors that may cause actual results to differ materially is that the Company
has no arrangement, agreement or understanding with respect to engaging in a
merger with, joint venture with or acquisition of, a private or public company
and that there can be no assurance that the Company will be successful in
identifying and evaluating suitable business opportunities or completing a
business combination.

Plan of Operation.

         We will continue to seek a new business opportunity or business
combination over the next twelve month period of time. We are currently not
engaged in any preliminary negotiations to effectuate a business combination.
The majority shareholders have had no preliminary negotiations that, if
consummated, may result in a change in control. We have been informed that, if,
pursuant to any arrangement or understanding with the person or persons
acquiring securities in a transaction subject to the 1934 Act, any persons are
to be elected or designated as directors of the Company, otherwise than at a
meeting of security holders, and the persons so elected or designated will
constitute a majority of the directors of the Company, then, not less than 10
days prior to the date any such persons take office as a director, or such
shorter period prior to the date the Securities and Exchange Commission may
authorize upon a showing of good cause therefore, the Company shall file with
the Securities and Exchange Commission and transmit to all holders of record of
securities of the Company who would be entitled to vote at a meeting for
election of directors, information substantially equivalent to certain
information which would be required by Schedule 14A of Regulation 14A to be
transmitted if such person or persons were nominees for election as directors at
a meeting of such security holders.

                                       21

<PAGE>

         We have been informed that the Securities and Exchange Commission is
considering whether to propose amendments to the Form 8-S and the Form 8-K for
shell companies like us. The proposed amendments could expand the definition of
a shell company to be broader than a company with no or nominal
operations/assets or assets consisting of cash and cash equivalents, the
amendments may prohibit the use of a From S-8 (a form used by a corporation to
register securities issued to an employee, director, officer, consultant or
advisor, under certain circumstances), and may revise the Form 8-K to require a
shell company to include current Form 10 or Form 10-SB information, including
audited financial statements, in the filing on Form 8-K that the shell company
files to report the acquisition of the business opportunity.

         We are dependent upon our officers to meet any de minimis costs that we
may incur. Christina Escobedo, an officer and director of the Company, has
agreed to provide the necessary funds, without interest, for us to comply with
the 1934 Act; provided that she is an officer and director of the Company when
the obligation is incurred. As part of any transaction that may result in the
change in control of the Company, Christina Escobedo may forgive the
indebtedness owed to him by us. We are obligated to Christina Escobedo for
officer's advances of $32,301 as of December 31, 2002. We will then be dependent
upon our new officer and directors or others to meet any costs and expenses
incurred.

         Since we have had no operating history nor any revenues or earnings
from operations, with no significant assets or financial resources, we will in
all likelihood continue to sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may
result in us incurring a net operating loss which will increase continuously
until we can consummate a business combination with a profitable business
opportunity and consummate such a business combination.

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.

                                       22

<PAGE>

         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, if ever.

Liquidity.

         As of December 31, 2002, we had total liabilities of $32,471 and we had
a negative net worth of $32,471. As of December 31, 2001, we had total
liabilities of $29,755 and a negative net worth of $29,755.

         We have had no revenues from inception through December 31, 2002. We
have a loss from inception through December 31, 2002 of $31,940. Our loss from
inception through December 31, 2001 was $31,855.

         We have officer's advances of $29,670 from inception to December 31,
2001. The officer's advances as of December 31, 2002 were $32,301 or an increase
of $2,631 from the prior year.


Item 7.  FINANCIAL STATEMENTS.


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A Development Stage Company)

                                FINANCIAL REPORTS

                                DECEMBER 31, 2003
                                DECEMBER 31, 2002



                                       23

<PAGE>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                F-1
---------------------------------------------------------------------------

FINANCIAL STATEMENTS

   Balance Sheets                                                      F-2

   Statements of Income                                                F-3

   Statements of Stockholders' Deficit                                 F-4

   Statements of Cash Flows                                            F-5

   Notes to Financial Statements                                F-6 - F-10
---------------------------------------------------------------------------




<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


         To the Board of Directors
         Hawksdale Financial Visions, Inc.
         Las Vegas, Nevada


         I have audited the accompanying  balance sheets of Hawksdale  Financial
         Visions, Inc. (A Development Stage Company) as of December 31, 2003 and
         2002 and the related statements of income,  stockholders'  deficit, and
         cash flows for the years then  ended and the  period  December  6, 1996
         (inception)  through December 31, 2003. 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 the  standards of the Public
         Company  Accounting  Oversight Board (United  States).  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 Hawksdale
         Financial  Visions,  Inc. (A Development  Stage Company) as of December
         31, 2003 and 2002 and the results of its  operations and cash flows for
         the  years  then  ended and the  period  December  6, 1996  (inception)
         through December 31, 2003, in conformity with U.S.  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 1 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 1. The financial  statements do
         not include any adjustments  that might result from the outcome of this
         uncertainty.






         Kyle L. Tingle, CPA, LLC


         July 24, 2004
         Las Vegas, Nevada


                                      F-1

<PAGE>

<TABLE>
<CAPTION>

                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                                                                                  December 31,     December 31,
                                                                                                          2003             2002
                                                                                                 -------------     ------------


                                                                     ASSETS

<S>                                                                                              <C>               <C>
          CURRENT ASSETS                                                                         $           0     $          0
                                                                                                 -------------     ------------

                      Total current assets                                                       $           0     $          0
                                                                                                 -------------     ------------

                             Total assets                                                        $           0     $          0
                                                                                                 =============     ============


                                                      LIABILITIES AND STOCKHOLDERS' DEFICIT
          CURRENT LIABILITIES
               Accounts payable                                                                  $         255     $        170
               Officers advances                                                                        32,301           32,301
                                                                                                 -------------     ------------

                      Total current liabilities                                                  $      32,556     $     32,471
                                                                                                 -------------     ------------


          STOCKHOLDERS' DEFICIT
               Common stock: $0.001 par value;
                  authorized 25,000,000 shares;
                  issued and outstanding:
                  2,100,000 shares at December 31, 2002:                                         $                 $      2,100
                  2,100,000 shares at December 31, 2003;                                                 2,100
               Additional paid in capital                                                                    0                0
               Accumulated deficit during development stage                                            (34,656)         (34,571)
                                                                                                 -------------     ------------

                      Total stockholders' deficit                                                $     (32,556)    $    (32,471)
                                                                                                 --------------    -------------

                             Total liabilities and
                             stockholders' deficit                                               $           0     $          0
                                                                                                 =============     ============

</TABLE>


See Accompanying Notes to Financial Statements.

                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME




                                                                                                                   Dec. 6, 1996
                                                                                          Year ended             (inception) to
                                                                                December 31,      December 31,     December 31,
                                                                                        2003              2002             2003
                                                                                ------------     -------------     ------------

<S>                                                                             <C>              <C>               <C>
       Revenues                                                                 $          0     $           0     $          0

       Cost of revenue                                                                     0                 0                0
                                                                                ------------     -------------     ------------

                  Gross profit                                                  $          0     $           0     $          0
       General, selling and
          administrative expenses                                                         85             2,716           34,656
                                                                                ------------     -------------     ------------
                  Operating loss                                                $        (85)    $      (2,716)    $    (34,656)
       Nonoperating income (expense)                                                       0                 0                0
                                                                                ------------     -------------     ------------

          Net loss                                                              $        (85)    $      (2,716)    $    (34,656)
                                                                                ============     =============     ============


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

          Average number of shares
          of common stock outstanding                                              2,100,000         2,100,000        2,100,000
                                                                                ============     =============     ============

</TABLE>

See Accompanying Notes to Financial Statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>

                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' DEFICIT


                                                                                                 ACCUMULATED
                                                                                                    (DEFICIT)
                                                                                 ADDITIONAL           DURING
                                                      COMMON STOCK                 PAID-IN       DEVELOPMENT
                                            -------------------------------
                                                SHARES           AMOUNT             CAPITAL            STAGE           TOTAL
                                            --------------    -------------     -------------    -------------     ------------



<S>                                              <C>          <C>               <C>              <C>               <C>
          December 10, 1996, issue
            common stock                         2,100,000    $       2,100     $          0     $           0     $      2,100
          Net loss, December 31, 1996                                                                   (2,100)          (2,100)
                                            --------------    -------------     ------------     --------------    -------------

          Balance, December 31, 1996             2,100,000    $       2,100     $          0     $      (2,100)    $          0
          Net loss, December 31, 1997                                                                                         0
                                            --------------    -------------     ------------     -------------     ------------

          Balance, December 31, 1997             2,100,000    $       2,100     $          0     $      (2,100)    $          0
          Net loss, December 31, 1998                                                                                         0
                                            --------------    -------------     ------------     -------------     ------------

          Balance, December 31, 1998             2,100,000    $       2,100     $          0     $      (2,100)    $          0
          November 29, 1999, changed
            from no par value to $0.001                              (2,079)           2,079

          November 29, 1999, forward
            stock split 100:1                                         2,079           (2,079)

          Net loss, December 31, 1999                                                                     (350)            (350)
                                            --------------    -------------     ------------     --------------    -------------

          Balance, December 31, 1999             2,100,000    $       2,100     $          0     $      (2,450)    $       (350)
          Net loss, December 31, 2000                                                                  (24,677)         (24,677)
                                            --------------    -------------     ------------     --------------    -------------

          Balance, December 31, 2000             2,100,000    $       2,100     $          0     $     (27,127)    $    (25,027)
          Net loss December 31, 2001                                                                    (4,728)          (4,728)
                                            --------------    -------------     ------------     --------------    -------------

          Balance, December 31, 2001             2,100,000    $       2,100     $          0     $     (31,855)    $    (29,755)
          Net loss, December 31, 2002                                                                   (2,716)          (2,716)
                                            --------------    -------------     ------------     --------------    -------------

          Balance, December 31, 2002             2,100,000    $       2,100     $          0     $     (34,571)    $    (32,471)
          Net loss, December 31, 2003                                                                      (85)             (85)
                                            --------------    -------------     ------------     --------------    -------------

          Balance, December 31, 2003             2,100,000    $       2,100     $          0     $     (34,656)    $    (32,556)
                                            ==============    =============     ============     ==============    =============
</TABLE>


See Accompanying Notes to Financial Statements.


                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                                                                                   Dec. 6, 1996
                                                                                         Year ended              (inception) to
                                                                                December 31,      December 31,     December 31,
                                                                                        2003              2002             2003
                                                                                ------------     -------------     ------------

<S>                                                                             <C>              <C>               <C>
         Cash Flows From
         Operating Activities
             Net loss                                                           $        (85)    $      (2,716)    $    (34,656)
             Adjustments to reconcile net loss
             to cash used in operating activities:
             Changes in assets and liabilities
             Increase in accounts payable                                                 85                85              255
                                                                                ------------     -------------     ------------

                  Net cash used in
                     operating activities                                       $          0     $      (2,631)    $    (34,401)
                                                                                ------------     --------------    -------------

         Cash Flows From
         Investing Activities                                                   $          0     $           0     $          0
                                                                                ------------     -------------     ------------

         Cash Flows From
         Financing Activities
             Issuance of common stock                                                      0                 0            2,100
             Increase in officer advances                                                  0             2,631           32,301
                                                                                ------------     -------------     ------------

                  Net cash provided by
                     financing activities                                       $          0     $       2,631     $     34,401
                                                                                ------------     -------------     ------------

                  Net increase (decrease)
                     in cash                                                    $          0     $           0     $          0

         Cash, beginning of period                                                         0                 0     $          0
                                                                                ------------     -------------     ------------

         Cash, end of period                                                    $          0     $           0     $          0
                                                                                ============     =============     ============

</TABLE>


See Accompanying Notes to Financial Statements.


                                      F-5

<PAGE>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS:

         Hawksdale Financial Visions, Inc. ("Company") was organized December 6,
         1996 under the laws of the State of Nevada.  The Company  currently has
         no 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.

         A  SUMMARY  OF THE  COMPANY'S  SIGNIFICANT  ACCOUNTING  POLICIES  IS AS
         FOLLOWS:

         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, 2003 and 2002.

         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.

         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
         officers and directors  have committed to advancing  certain  operating
         costs of the Company.

                                      F-6

<PAGE>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         NEW ACCOUNTING PRONOUNCEMENTS

         In January 2003, the Financial  Accounting  Standards Board issued FASB
         Interpretation  No. 46,  Consolidation  of Variable  Interest  Entities
         ("FIN  46").  Under  that  interpretation,  certain  entities  known as
         "Variable  Interest  Entities"  ("VIE")  must  be  consolidated  by the
         "primary  beneficiary"  of  the  entity.  The  primary  beneficiary  is
         generally  defined  as having  the  majority  of the risks and  rewards
         arising  from  the VIE.  For  VIE's  in  which a  significant  (but not
         majority) variable interest is held, certain  disclosures are required.
         FIN 46 requires  disclosure of Variable  Interest Entities in financial
         statements issued after January 31, 2003, if it is reasonably  possible
         that as of the  transition  date:  (1) the Company  will be the primary
         beneficiary of an existing VIE that will require  consolidation or, (2)
         the  Company  will hold a  significant  variable  interest  in, or have
         significant  involvement  with, an existing VIE. Any VIEs created after
         January 31, 2003, are immediately subject to the consolidation guidance
         in FIN 46. The measurement  principles of this  interpretation  will be
         effective for the Company's 2003 financial statements. The Company does
         not have any entities that require disclosure or new consolidation as a
         result of adopting the provisions of FIN 46.
         In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of Statement
         133 on Derivative  Instruments and Hedging  Activities."  The Statement
         amends and clarifies accounting for derivative  instruments,  including
         certain  derivative  instruments  embedded in other contracts,  and for
         hedging  activities  under SFAS No. 133.  SFAS No. 149 is effective for
         contracts  entered into or modified  after June 30,  2003,  for hedging
         relationships   designated   after  June  30,  2003,   and  to  certain
         preexisting  contracts.  We  adopted  SFAS No. 149 on July 1, 2003 on a
         prospective basis in accordance with the new statement. The adoption of
         SFAS No. 149 did not have a material impact on our financial  condition
         or results of  operations.  In May 2003,  the FASB issued SFAS No. 150,
         "Accounting for Certain Financial  Instruments with  Characteristics of
         both Liabilities and Equity." This Statement  establishes standards for
         how an issuer  classifies and measures  certain  financial  instruments
         with  characteristics  of both  liabilities  and  equity.  SFAS No. 150
         requires that an issuer classify a financial  instrument that is within
         its scope as a liability or, in some  circumstances,  as an asset, with
         many such financial  instruments  having been previously  classified as
         equity. We adopted SFAS No. 150 on July 1, 2003. The FASB is addressing
         certain  implementation  issues associated with the application of SFAS
         No. 150. In October 2003, the FASB decided to defer certain  provisions
         of SFAS No. 150 related to mandatorily redeemable financial instruments
         representing  non-controlling  interests  in  subsidiaries  included in
         consolidated financial statements. The adoption of SFAS No. 150 did not
         have a  material  impact  on our  financial  condition  or  results  of
         operations.


                                      F-7

<PAGE>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         In November  2003,  the EITF reached a consensus  on Issue  03-01,  THE
         MEANING  OF  OTHER-THAN-TEMPORARY  IMPAIRMENT  AND ITS  APPLICATION  TO
         CERTAIN  INVESTMENTS (EITF 03-01).  EITF 03-01  establishes  additional
         disclosure  requirements  for each category of FAS 115 investments in a
         loss  position.  Effective  for years ending  after  December 15, 2003,
         companies must disclose the aggregate amount of unrealized  losses, and
         the aggregate  related fair value of their  investments with unrealized
         losses.  Those  investments are required to be segregated by those in a
         loss  position for less than 12 months and those in a loss position for
         greater than 12 months.  Additionally,  certain qualitative disclosures
         should be made to clarify a circumstance  whereby an investment's  fair
         value that is below cost is not  considered  other-than-temporary.  The
         provisions of this  consensus do not have a  significant  effect on our
         financial position or operating results.

         In  November  2003,  the EITF  reached  a  consensus  on  Issue  03-10,
         APPLICATION OF EITF 02-16 BY RESELLERS TO SALES  INCENTIVES  OFFERED TO
         CONSUMERS BY MANUFACTURERS, addressing how a reseller is to account for
         the  redemption  of a  manufacturer's  coupon  by  a  consumer  at  the
         reseller's location (EITF 03-10). EITF 03-10 eliminates the option that
         permitted  resellers to report the value of the consideration  received
         as a reduction in costs of goods sold,  but rather  mandates that it be
         recorded  as revenue.  EITF 03-10 is  applicable  to new  arrangements,
         including  modifications  to  existing  arrangements,  entered  into in
         fiscal  periods  beginning  after  November 25, 2003. The provisions of
         this  consensus  do not  have a  significant  effect  on our  financial
         position or operating results.

         In  December  2003,  the FASB  issued  SFAS  No.  132  (revised  2003),
         EMPLOYERS'   DISCLOSURES   ABOUT  PENSIONS  AND  OTHER   POSTRETIREMENT
         BENEFITS.  SFAS No. 132 (revised 2003) revises  employers'  disclosures
         about  pension  plans  and  other  postretirement  benefit  plans.  The
         statement does not change the measurement or recognition of those plans
         required by SFAS No. 87, EMPLOYERS'  ACCOUNTING FOR PENSIONS,  SFAS No.
         88,  EMPLOYERS'  ACCOUNTING FOR SETTLEMENTS AND CURTAILMENTS OF DEFINED
         BENEFIT PENSION PLANS AND FOR TERMINATION  BENEFITS,  and SFAS No. 106,
         EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT  BENEFITS OTHER THAN PENSIONS.
         The revised statement retains the disclosure  requirements contained in
         the original SFAS No. 132 and requires additional disclosures about the
         assets,  obligations,  cash flows,  and net  periodic  benefit  cost of
         defined benefit pension plans and other defined benefit  postretirement
         plans. The revised statement is effective for fiscal years ending after
         December 15, 2003.  The adoption of SFAS No. 132 (revised) did not have
         an impact on our financial condition or results of operations.

NOTE 2.  STOCKHOLDERS' EQUITY

         COMMON STOCK

         The  authorized  common  stock of the Company  consists  of  25,000,000
         shares with par value of $0.001.  On  December  10,  1996,  the Company
         issued 21,000 shares of its no par value common stock in  consideration
         of $2,100 in cash.

         On  November  29,  1999,  the State of Nevada  approved  the  Company'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.

                                      F-8

<PAGE>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 2.  STOCKHOLDERS' EQUITY (CONTINUED)

         On November 29, 1999,  the  Company'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

         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 2,100,000  during 2003, 2002,
         and since inception. As of December 31, 2003, 2002 and since inception,
         the Company had no dilutive potential common shares.

NOTE 3.  INCOME TAXES

         We did not  provide any current or  deferred  U.S.  federal  income tax
         provision or benefit for any of the periods  presented  because we have
         experienced  operating  losses  since  inception.  We  provided  a full
         valuation  allowance on the net deferred tax asset,  consisting  of net
         operating loss carryforwards, because management has determined that it
         is more  likely  than not that we will not earn  income  sufficient  to
         realize the deferred tax assets during the carryforward period.

         The  components of the Company's  deferred tax asset as of December 31,
         2003 and 2002 is as follows:

                                                      2003              2002
                                             -------------     -------------
          Net operating loss carryforward    $      12,129     $      12,100
          Valuation allowance                      (12,129)          (12,100)
                                             --------------    --------------

          Net deferred tax asset             $           0     $           0
                                             =============     =============

         A reconciliation  of income taxes computed at the statutory rate to the
         income tax amount recorded is as follows:

<TABLE>
<CAPTION>
                                                              2003              2002    Since Inception
                                                     -------------     -------------    ---------------
<S>                                                  <C>               <C>              <C>
         Tax at statutory rate                       $          29     $         951    $      12,129
         Increase in valuation allowance                       (29)             (951)         (12,129)
                                                     --------------    --------------   --------------

         Net deferred tax asset                      $           0     $           0    $           0
                                                     =============     =============    =============

</TABLE>


         The net federal  operating  loss carry forward will expire between 2016
         and 2023. This carry forward may be limited upon the  consummation of a
         business combination under IRC Section 381.

                                      F-9

<PAGE>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 4.  RELATED PARTY TRANSACTIONS

         The Company neither owns nor leases any real or personal  property.  An
         officer or resident agent of the  corporation  provides office services
         without charge.  Such costs are immaterial to the financial  statements
         and  accordingly,  have not been  reflected  therein.  The officers and
         directors for the Company are involved in other business activities and
         may, in the future, become involved in other business opportunities. If
         a specific business  opportunity  becomes  available,  such persons may
         face a conflict  in  selecting  between  the  Company  and their  other
         business  interest.  The  Company has not  formulated  a policy for the
         resolution of such conflicts.

NOTE 5.  WARRANTS AND OPTIONS

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

NOTE 6.  OFFICERS ADVANCES

         The Company has incurred costs while seeking additional capital through
         a merger  with an  existing  company.  An  officer of the  Company  has
         advanced  funds on behalf of the Company to pay for these costs.  These
         funds have been advanced interest free.


                                      F-10


<PAGE>

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

         There have been no change no disagreements with the accountants or the
accountant's findings.


Item 8A. 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.

                                       24

<PAGE>


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 fiscal year ended December 31, 2002, that have
materially affected, or are reasonably likely to materially affect our internal
control over financial reporting.



                                    PART III

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

         The members of our Board of Directors 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


                  Christina Escobedo        52          President/Director
                  9401 Monogram Avenue
                  North Hills, CA 91343

                  Thomas Stanley Babcock    59          Secretary/Treasurer/
                  2609 Salem Place                      Director
                  Fullerton, CA 92835

                  Tricia A. Willis          34          Director
                  9087 S. Yosemite Street
                  #1602
                  Lone Tree, CO 80124

         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:

         CHRISTINA ESCOBEDO

         From 1992 through the present, Ms. Escobedo has been a Director of
         Engineering Assistant at KABC-TV and has been directly involved with
         daily newscast production, Teleprompter operations and live shots.

         THOMAS STANLEY BABCOCK

         From 1982 through the present, Mr. Babcock has been the president and
         chief financial officer for Western Biomedical Enterprises, Inc.
         ("WBE") WBE provides clinical laboratory equipment, supplies and
         technical support to hospital and independent laboratories throughout
         the Western United States. Mr. Babcock has also been a manager with
         Clinical Systems Division of E. I. DuPont de Nemours and Company for
         the past ten years.

         TRICIA A. WILLIS

         From 1997 through the present, Ms. Willis has been employed by AT&T
         Local Services as a switch provisioner responsible for coordination of
         residential switch translations in both DMS and 5ESS switches. From
         1994 to 1997 Ms. Willis was employed by United Parcel Service as a
         preferred customer associate, a liaison with preferred customers
         resolving shipping problems, billing issues and up-selling products. In
         1994 Ms. Willis was a customer service representative for West Bank One
         responsible for new accounts, loan functions and teller-customer
         relations.


                                       25
<PAGE>


         Our 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. Our officers 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.

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


Item 10. EXECUTIVE COMPENSATION.

         None of the our officers and/or directors receive any compensation for
their respective services rendered to the Company, nor have they received such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of Directors, which is not expected to occur until we
have generated revenues from operations after consummation of a merger or
acquisition. As of the date of this report, we have no funds available to pay
directors. Further, none of the directors are accruing any compensation pursuant
to any agreement with us.

         We have not adopted any retirement, pension, profit sharing, stock
option or insurance programs or other similar programs for the benefit of our
directors, officers and/or employees.



Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

         (a) 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
                   ADDRESS OF              AMOUNT AND
                   BENEFICIAL              NATURE OF        PERCENT
TITLE OF CLASS       OWNER                 OWNERSHIP (*)    OF CLASS
_________________________________________________________________________

Common            Christina Escobedo          550,000         26.19%
                  9401 Monogram Avenue
                  North Hills, CA 91343

Common            Thomas Stanley Babcock      550,000         26.19%
                  2609 Salem Place
                  Fullerton, CA 92835

Common            Tricia A. Willis            350,000         16.67%
                  9087 S. Yosemite Street
                  #1602
                  Lone Tree, CO 80124

Common            All Officers and          1,450,000         69.05%
                  Directors as a Group
                  (three [3] individuals)

         (*) Record and Beneficial Ownership

         The total of the Company's outstanding Common Stock are held by 25
persons.

         (b) Security Ownership of Management.

                                       26

<PAGE>

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

                  NAME AND
                  ADDRESS OF               AMOUNT AND
                  BENEFICIAL               NATURE OF        PERCENT
TITLE OF CLASS       OWNER                OWNERSHIP (*)    OF CLASS
_______________________________________________________________________

Common            Christina Escobedo          550,000         26.19%
                  9401 Monogram Avenue
                  North Hills, CA 91343

Common            Thomas Stanley Babcock      550,000         26.19%
                  2609 Salem Place
                  Fullerton, CA 92835

Common            Tricia A. Willis            350,000         16.67%
                  9087 S. Yosemite Street
                  #1602
                  Lone Tree, CO 80124

Common            All Officers and          1,450,000         69.05%
                  Directors as a Group
                  (three [3] individuals)

         (c) Ownership and Change in Control.

         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.

         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.

         Christina Escobedo has agreed to provide the necessary funds, without
interest, for us to comply with the 1934 Act provided that she is an officer and
director of the Company when the obligation is incurred. All advances will be
interest-free.


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

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

         The following documents are filed as part of this report:

         31.1 Certification of Chief Executive Officer.

         31.2 Certification of Chief Financial Officer.

         32.1 Section 906 Certification.

         32.2 Section 906 Certification.

                                       27

<PAGE>

Item 14.  CONTROLS AND PROCEDURES.

         See Item 8 above for the information required by Item 307 of Regulation
S-B.


Item 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.

         Audit fees consist of fees billed for professional services rendered
for the audit of our financial statements and the review or audit of the interim
statements. The total fees billed for Kyle L. Tingle for the fiscal year ended
December 31, 2001 was $2,000 and applicable for the fiscal year ended December
31, 2002 was $500.

Audit Relate Fees.

         There were no audit related services and no fees billed for audited
related services for the fiscal year ended December 31, 2001 and December 31,
2002.

All Other Fees.

         There was a tax preparation fee billed for the fiscal year ended
December 31, 2001 for $75.

                                       28

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Form 10-KSB to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date:  August 24, 2004        HAWKSDALE FINANCIAL VISIONS, INC.



                              By: /s/ CHRISTINA ESCOBEDO
                                 ____________________________
                                 Christina Escobedo
                                 President/Director

                              By: /s/ THOMAS STANLEY BABCOCK
                                 ____________________________
                                 Thomas Stanley Babcock
                                 Secretary/Treasurer/Director

                              By: /s/ TRICIA A. WILLIS
                                  ___________________________
                                  Tricia A. Willis
                                  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: August 24, 2004         HAWKSDALE FINANCIAL VISIONS, INC.



                              By: /s/ CHRISTINA ESCOBEDO
                                 ____________________________
                                 Christina Escobedo
                                 President/Director

                              By: /s/ THOMAS STANLEY BABCOCK
                                 ____________________________
                                 Thomas Stanley Babcock
                                 Secretary/Treasurer/Director

                              By: /s/ TRICIA A. WILLIS
                                  ___________________________
                                  Tricia A. Willis
                                  Director



                                       29