Commission File No. 000-28865


                     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 __


                           DAZZLING INVESTMENTS, INC.
        _________________________________________________________________
        (Exact Name of Small Business Issuer as Specified in its Charter)


            NEVADA                                               88-0373061
_______________________________                              ___________________
(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) 248-1027


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

                                      none


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

                               $.001 Common Stock
                               __________________
                                (Title of Class)


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


<PAGE>


     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/

     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-.


                                       2.


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                                TABLE OF CONTENTS


                                                                            PAGE

                                     PART I



Item 1.   Description of Business                                             4

Item 2.   Description of Property                                            18

Item 3.   Legal Proceedings                                                  18

Item 4.   Submission of Matters to a Vote of Security Holders                18

                                     PART II

Item 5.   Market for Common Equity and Related Stockholder Matters           18

Item 6.   Management's Discussion and Analysis or Plan of Operation          22

Item 7.   Financial Statements                                               25

Item 8.   Changes In and Disagreements with Accountants on Accounting
          and Financial Disclosure                                           27

Item 8A.  Controls and Procedures                                            27


                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act                  27

Item 10.  Executive Compensation                                             29

Item 11.  Security Ownership of Certain Beneficial Owners and Management
          And Related Stockholder Matters                                    29

Item 12.  Certain Relationships and Related Transactions                     31

Item 13.  Exhibits and Reports on Form 8-K                                   32

Item 14.  Controls and Procedures.                                           32

Item 15.  Principal Accountant Fees and Services                             32

          Signature                                                          33


                                       3.


<PAGE>


                                     PART I


ITEM 1.   DESCRIPTION OF BUSINESS.

Introduction

     Dazzling Investments, Inc. (sometimes the "Company") was incorporated on
December 6, 1996 under the laws of the State of Nevada to engage in any lawful
corporate activity. Since January 1, 1997, we have been in the developmental
stage and have had no operations. At the time of our formation, we had intended
to sell on the Internet jewelry consisting of cubic zirconium stones mounted in
various settings. As at December 31, 1996, 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.

     As of the date hereof, we are deemed to be and can be defined as a "shell"
company, whose sole purpose is to locate and consummate a merger or acquisition
with another public entity or 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.


                                       4.


<PAGE>


     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.

     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


                                       5.


<PAGE>


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.   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


                                       6.


<PAGE>


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.

     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


                                       7.


<PAGE>


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.

     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 our Common Stock that is 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,


                                       8.


<PAGE>


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 S-8 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.

     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


                                       9.


<PAGE>


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, Gloria Eck, Amy Hadley and Carole Anne Brewer
currently own approximately 69.01% 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.

     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


                                      10.


<PAGE>


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.

     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.


                                      11.


<PAGE>


     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;

     (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:


                                      12.


<PAGE>


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

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

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

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


                                      13.


<PAGE>


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

     These disclosure requirements may have the effect of reducing the level of
trading activity in any secondary market for our stock that becomes subject to
the penny stock rules, and accordingly, 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.

General Business Plan


                                      14.


<PAGE>


     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. Johann Rath, 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 he is an officer and director
of the Company when the obligation is incurred.

     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


                                      15.


<PAGE>


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.

     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


                                      16.


<PAGE>


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.


                                      17.


<PAGE>


     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.


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.


                                      18.


<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


                                      19.


<PAGE>


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.

     (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.

     Currently, 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.


                                      20.


<PAGE>


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

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

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

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

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

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

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

          (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.


                                      21.


<PAGE>


     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.

     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


                                      22.


<PAGE>


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.

     We have been informed that the Securities and Exchange Commission is
considering whether to propose amendments to the Form S-8and 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. Gloria Eck, 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 our
control, Gloria Eck may forgive the indebtedness owed to her by us.

     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


                                      23.


<PAGE>


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.

     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 $35,538 and we had a
negative net worth of $35,538. As of December 31, 2001, we had total liabilities
of $32,163 and a negative net worth of $32,163. Our net worth and total
liabilities each increased by $3,375.

     We have had no revenues from inception through December 31, 2002. We have a
loss from inception through December 31, 2002 of $37,638. Our loss from
inception through December 31, 2001 was $34,263 or an increase of $3375.

     We have officer's advances of $32,078 from inception to December 31, 2001.
The officer's advances as of December 31, 2002 were $35,368 or an increase of
$3,290 from the prior year.


                                      24.


<PAGE>


ITEM 7.   FINANCIAL STATEMENTS.


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                FINANCIAL REPORTS

                                DECEMBER 31, 2002
                                DECEMBER 31, 2001




                                      25.


<PAGE>


                           DAZZLING INVESTMENTS, 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-6-10
________________________________________________________________________________














                                      26.


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Dazzling Investments, Inc.
Las Vegas, Nevada


I have audited the accompanying balance sheets of Dazzling Investments, Inc. (A
Development Stage Company) as of December 31, 2002 and 2001 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, 2002.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.

I conducted my audit in accordance with 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 Dazzling Investments, Inc. (A
Development Stage Company) as of December 31, 2002 and 2001 and the results of
its operations and cash flows for the years then ended and the period December
6, 1996 (inception) through December 31, 2002, 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


August 5, 2004
Las Vegas, Nevada


                                       F-1


<PAGE>

<TABLE>
<CAPTION>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


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

                                     ASSETS

CURRENT ASSETS                                            $      0         $      0
                                                          ________         ________

            Total current assets                          $      0         $      0
                                                          ________         ________

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

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                     $    170         $     85
     Officers advances                                      35,368           32,078
                                                          ________         ________

            Total current liabilities                     $ 35,538         $ 32,163
                                                          ________         ________

STOCKHOLDERS' DEFICIT
     Common stock: $0.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:  2,100,000
        shares at December 31, 2002 and 2001              $  2,100            2,100
     Additional paid in capital                                  0                0
     Accumulated deficit during development stage          (37,638)         (34,263)
                                                          ________         ________

            Total stockholders' deficit                   $(35,538)        $(32,163)
                                                          ________         ________
                   Total liabilities and
                   stockholders' deficit                  $      0         $      0
                                                          ========         ========


                See Accompanying Notes to Financial Statements.

</TABLE>


                                      F-2


<PAGE>

<TABLE>
<CAPTION>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME

                                                                           Dec. 6, 1996
                                              Years Ended                (inception) to
                                     December 31,      December 31,        December 31,
                                             2002              2001                2002
                                     ____________      ____________      ______________
<S>                                   <C>               <C>                <C>

Revenues                              $        0        $        0         $        0

Cost of revenue                                0                 0                  0
                                      __________        __________         __________

           Gross profit               $        0        $        0         $        0
General, selling and
   administrative expenses                 3,375             4,624             37,638
                                      __________        __________         __________
           Operating loss             $   (3,375)       $   (4,624)        $  (37,638)

Nonoperating income (expense)                  0                 0                  0
                                      __________        __________         __________

   Net loss                           $   (3,375)       $   (4,624)        $  (37,638)
                                      ==========        ==========         ==========
   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
                                      ==========        ==========         ==========


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                      F-3


<PAGE>

<TABLE>
<CAPTION>

                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' DEFICIT

                                                                                      Accumulated
                                                                                        Deficit
                                            Common Stock             Additional         During
                                       _______________________       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

September 3, 1999, changed
      from no par value to $0.001                       (2,079)         2,079
September 3, 1999, forward
      stock split 100:1                                  2,079         (2,079)

Net loss, December 31, 1999                                                              (2,075)         (2,075)
                                       _________       _______        _______          ________        ________

Balance, December 31, 1999             2,100,000       $ 2,100        $     0          $ (4,175)       $ (2,075)

Net loss, December 31, 2000                                                             (25,464)        (25,464)
                                       _________       _______        _______          ________        ________

Balance, December 31, 2000             2,100,000       $ 2,100        $     0          $(29,639)       $(29,639)

Net loss, December 31, 2001                                                              (4,624)         (4,624)
                                       _________       _______        _______          ________        ________

Balance December 31, 2001              2,100,000       $ 2,100        $     0          $(34,263)       $(32,163)

Net loss, December 31, 2002                                                              (3,375)         (3,375)
                                       _________       _______        _______          ________        ________

Balance, December 31, 2002             2,100,000       $ 2,100        $     0          $(37,638)       $(35,538)
                                       =========       ========       =======          ========        ========


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                      F-4


<PAGE>

<TABLE>
<CAPTION>

                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                                           Dec. 6, 1996
                                              Years Ended                (inception) to
                                     December 31,      December 31,        December 31,
                                             2002              2001                2002
                                     ____________      ____________      ______________
<S>                                   <C>               <C>                <C>

Cash Flows From
Operating Activities
    Net loss                          $   (3,375)       $   (4,624)        $  (37,638)
    Adjustments to reconcile net loss
    to cash used in operating
    activities:
    Changes in assets and liabilities
    Increase in accounts payable              85                85                170
                                      __________        __________         __________

         Net cash used in
            operating activities      $   (3,290)       $   (4,539)        $  (37,468)
                                      __________        __________         __________

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           3,290             4,539             35,368
                                      __________        __________         __________


         Net cash provided by
            financing activities      $    3,290        $    4,539         $   37,468
                                      __________        __________         __________

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

Cash, beginning of period                      0                 0         $        0
                                      __________        __________         __________

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


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                      F-5


<PAGE>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

Dazzling Investments, 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, 2002 and 2001.

INCOME TAXES

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

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. It is the intent of the Company to seek a merger with an existing,
operating company. Until that time, the stockholders, officers, and directors
have committed to advancing the operating costs of the company.


                                      F-6


<PAGE>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


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

RECENT 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>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


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 affect 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 September 3, 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>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 2.  STOCKHOLDERS' EQUITY (CONTINUED)

On September 3, 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 2002, 2001, and since
inception. As of December 31, 2002, 2001, 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, 2002 and
2001 is as follows:

                                                      2002              2001
                                             _____________     _____________
       Net operating loss carryforward       $      13,173     $      11,992
       Valuation allowance                         (13,173)          (11,992)
                                             _____________     _____________

       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>


                                                      2002              2001    Since Inception
                                             _____________     _____________    _______________
<S>                                          <C>               <C>              <C>

       Tax at statutory rate                 $       1,181     $       1,618    $      13,173
       Increase in valuation allowance              (1,181)           (1,618)         (13,173)
                                             _____________     _____________    _____________

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

</TABLE>


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


                                      F-9


<PAGE>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


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.

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.


                                      27.


<PAGE>


     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

                  Gloria Eck                         59     President/Director
                  1750 Avocado Road
                  Oceanside, CA 92054

                  Amy Hadley                         44     Secretary/Treasurer/
                  5553 Adobe Falls Road, #5                 Director
                  San Diego, CA 92120

                  Carole Anne Brewer                 56     Director
                  10014 Paseo Montril, #125
                  San Diego, CA 92129

     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:

     Gloria Eck

     From 1984 through present, Gloria Eck has been a Real Estate Agent employed
by Taylor-Price Real Estate. Ms. Eck is a salesperson specializing in luxury
home and commercial properties, she is recognized as a member of the industry's
"One Million Dollar Club" and "Salesperson of the Year" on several occasions.

     Amy Hadley

     From 1900 through present, Amy Hadley has been employed as a Technical
Support Specialist at NORAD. Ms. Hadley is responsible for product support,
presentation, set-up, graphics design and R & D in synthetic warfare, demo
support and SAF operations (computer war gaming). Ms. Hadley is the owner of ANG
Enterprises, a computer website design firm.

     Carole Anne Brewer

     From 1993 through present, Carole Anne Brewer has been a Sales and
Marketing Coordinator employed by SelecTech, Inc. Ms. Brewer is responsible for
managing daily operations of the sales and marketing staff of a high tech
communications firm throughout the Southern California region.


                                      28.


<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.


                                      29.


<PAGE>


          (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            Gloria Eck                    500,000          23.8%
                  1750 Avocado Road
                  Oceanside, CA 92054

Common            Amy Hadley
                  5553 Adobe Falls Road, #5     600,000          28.6%
                  San Diego, CA 92120

Common            Carole Anne Brewer            350,000          16.7%
                  10014 Paseo Montril, #125
                  San Diego, CA 92129

Common            All Officers and            1,450,000          69.1%
                  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.


                                      30.


<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            Gloria Eck                    500,000          23.8%
                  1750 Avocado Road
                  Oceanside, CA 92054

Common            Amy Hadley
                  5553 Adobe Falls Road, #5     600,000          28.6%
                  San Diego, CA 92120

Common            Carole Anne Brewer            350,000          16.7%
                  10014 Paseo Montril, #125
                  San Diego, CA 92129

Common            All Officers and            1,450,000          69.1%
                  Directors as a Group
                  (three [3] individuals)

          (*)  Record and Beneficial Ownership

          (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.


                                      31.


<PAGE>


     Johann Rath has agreed to provide the necessary funds, without interest,
for us to comply with the 1934 Act provided that he 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.


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 for the fiscal year ended December 31, 2002 was
$0. The audit fees for the financial statements supplied with this report were
incurred in 2004.

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.


                                      32.


<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:  May 24, 2005                DAZZLING INVESTMENTS, INC.



                                   By: /s/ GLORIA ECK
                                   __________________________
                                           Gloria Eck
                                           President


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


Date: May 24, 2005                 DAZZLING INVESTMENTS, INC.



                                   By: /s/ GLORIA ECK
                                   _________________________________________
                                           Gloria Eck
                                           President and Director



                                   By: /s/ AMY HADLEY
                                   _________________________________________
                                           Amy Hadley
                                           Secretary, Treasurer and Director



                                   By: /s/ CAROLE ANNE BREWER
                                   _________________________________________
                                           Carole Anne Brewer
                                           Director


                                      33.