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 FEBRUARY 28, 2002

                                       or

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

                          COMMISSION FILE NO. 0-27057

                                   DITA, INC.
                 (Name of small business issuer in its charter)

               Nevada                                          33-0696051
-----------------------------------                      -----------------------
(State  or  other  jurisdiction  of                        (I.R.S.  Employer
  incorporation  or  organization)                       Identification  Number)

                  2214 Beverly Boulevard, Los Angeles, CA 90057
                  ---------------------------------------------
                    (Address of principal executive offices)

                                  213-368-3968
                          ---------------------------
                          (Issuer's Telephone Number)


         Securities registered under Section 12(b) of the Exchange Act:

                           Title of each class: None.

                Name of each exchange on which registered: None.

         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $0.01 par value
                          -----------------------------
                                (Title of class)

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

     Check  if  there  is no disclosure of delinquent filers in response to Item

<PAGE>
405  of  Regulation S-B is not contained in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [X]

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $893,392.

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days:  $670,265 computed by reference to the
$0.50  average  of  the bid and asked price of the Company's Common Stock on May
24,  2002.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as of May 28, 2002: 3,142,530 shares of Common Stock, $0.01 par
value.

DOCUMENTS  INCORPORATED  BY  REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which  the  document is incorporated: (1) any annual report to security holders;
(3) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule  424(b)  or (c) of the Securities Act of 1933 ("Securities Act").  The list
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for fiscal year ended December 24, 1990).   None.

    Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
















                                        2
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Item  1.     Description  of  Business                                        1
             Business  Development                                            1
             Business  of  the  Company                                       1
                  Products                                                    1
                  Raw  Materials,  Supplies  and  Manufacturing               2
                  Distribution  Methods                                       3
                  Competition                                                 3
                  Advertising  and  Promotion                                 3
                  Dependence  on  Major  Customers                            4
                  Patents,  Trademarks  and  Licenses                         4
                  Government  Approval  and  Regulations                      4
                  Research  and  Development                                  4
                  Cost  of  Compliance  with  Environmental Laws              4
                  Seasonality                                                 4
                  Employees                                                   5
                  New  Products                                               5

Item  2.     Properties                                                       5

Item  3.     Legal  Proceedings                                               5

Item  4.     Submission  of  Matters  to  a  Vote  of  Security
                  Holders                                                     5

Item  5.     Market  for  Common  Equity  and  Related  Stockholder
                  Matters                                                     5
             Holders                                                          6
             Dividends                                                        6
             Recent  Sales  of Unregistered Securities                        6

Item  6.     Management's  Discussion  and  Analysis  of  Financial
                  Condition  and  Results  of  Operations                     6
             Results  of  Operations                                          6
                  Sales                                                       7
                  Gross  Margin                                               7
                  Selling,  General  and Administrative Expenses              8
                  Net  Loss  From  Operations                                 8
                  Net  Loss  After  Tax                                       8
                  Balance  Sheet  Items                                       8
                  Liquidity  and  Outlook                                     9
                  Possibility  of  a  Reverse  Acquisition  and
                      Reorganization                                         10

Item  7.     Financial  Statements                                           10

Item  8.     Changes  in  and  Disagreements  With  Accountants  On
                  Accounting  and  Financial  Disclosure                     11

Item  9.     Directors,  Executive  Officers,  Promoters  and
                  Control  Persons;  Compliance  with
                  Section  16(a)  of  the Exchange Act                       11
                  Section  16(a)  Beneficial  Ownership
                       Reporting  Compliance                                 13

Item  10.     Executive Compensation                                         13

                                        i
<PAGE>
Item  11.     Security  Ownership  of  Certain  Beneficial  Owners
                   and  Management                                           14
              Changes  in  Control                                           14

Item  12.     Certain  Relationships  and  Related  Transactions             14

Item 13.      Exhibits and Reports on Form 8-K                               15
              (a)     Exhibits                                               15
              (b)     Reports  on  Form  8-K                                 15

Signatures                                                                   17
























                                       ii
<PAGE>
ITEM  1.     DESCRIPTION  OF  BUSINESS

Business  Development

     Dita, Inc. (the "Company") was incorporated on October 3, 1995 in the State
of  Nevada.  Our  original  assets  consisted  of  4,572 sunglasses and sunglass
frames.  We  raised  $185,800  in a non-registered public offering of our common
stock  during  the  first  half  of  1996  and commenced the distribution of our
sunglasses.  We initially operated out of offices in Dana Point, California.  In
April,  1997,  we  moved  our  offices  to  Hollywood, California.  We first had
revenues  from  operations  in  1996.

Business  of  the  Company

     The  Company

     -     wholesales  fashion  sunglasses  and  optical  frames;

     -     designs,  markets,  and distributes these products from our Hollywood
           headquarters;  and

     -     distributes  our  products   in  "high-end"  optical,  boutique   and
           department  store accounts throughout  the U.S. and in Canada, Japan,
           New Zealand and Australia.  "High-end" refers to retailers that offer
           products at  the  high  end of the price scale in relationship to the
           sunglasses market as  a whole.    The  percentages  of  our  revenues
           attributable  to  sales  in  these  countries  are  approximately  as
           follows:

          -     United  States  -  62%
          -     Canada  -  7%
          -     Japan  -  29%
          -     New  Zealand  and  Australia  -  2%.

     Products
     --------

     We  have  one  principal  product  -

     -     fashion  sunglasses

     We  offer  our  sunglasses  in  two  ranges:

     -     fashion,  at  mid-range  prices,  and

     -     couture,  at  high-end  prices.


                                        1
<PAGE>
     Raw  Materials,  Supplies  and  Manufacturing
     ---------------------------------------------

     Our  frames  are 100 percent plastic.  The plastic to produce the frames is
ordered  by  us  from  the Mazzucchelli factory in Italy.  Mazzucchelli supplies
approximately  60  percent of the plastic for the high-end sunglass and eyeglass
brands  in  the  world.

     When  our  plastic  orders  are  ready for delivery, Mazzucchelli ships the
plastic  to  sunglass  and  eyeglass  manufacturers  we designate.  Our sunglass
products  are  then  manufactured in China by subcontractors selected by Glance,
Inc.  and  in  Japan by Boston Club.  Glance is an affiliated company located in
New  York  and under the control of Bendar Wu, a director of Dita.  See "Certain
Relationships  and  Related  Transactions."

     We  have  no  written  agreement  with  any of Mazzucchelli, Boston Club or
Glance.  We  operate  under a standard contractor relationship with Mazzucchelli
and  Golden  Gate  Optical.  As  for  Mazzucchelli,  we  order products from its
catalog.  Mazzucchelli  confirms  our purchase orders and delivers the products,
f.o.b.  Calalzo,  Italy,  to  destinations  we  designate.

     We  provide each of Boston Club and Glance with designs made by us by hand.
Each  company then provides us a price for production of samples.  We then place
purchase  orders  for  supplies.  Once the samples are delivered and approved by
us,  we  submit a purchase order for the production of the frames, outlining our
delivery  requirements,  prices  and  timing.

     The  typical  turnaround  time  for  our  orders  is four to six months, as
follows:

     -     two  to  four  months  for  Mazzucchelli  to manufacture and ship the
           plastic,  and

     -     one-and-a-half  to  two  months  for  the  assembly  of  the  frames.

Four  months is the longest period of time Mazzucchelli has taken to manufacture
and ship to assemblers the plastic we ordered.  Despite its slowness in delivery
of  plastic,  Mazzucchelli  is  dependable.

     We purchase more than 70 percent of our sunglass lenses from Glance as part
of  the  frame that is assembled in China, or we purchase the frames from Glance
without  a  lens  and  purchase  the  lens  from  either  of  two  separate lens
manufacturers.    The  sunglass  lens manufacturers that we buy from are Sola in
Florida,  from whom we usually purchase directly from their stock, and Christian
Dalloz  in  France,  from whom we purchase both from stock and on special order.

                                        2
<PAGE>
     Distribution  Methods
     ---------------------

     We  distribute  our  products  through  independent  contractors:

     -     Planet  3  Australais,  in  New  Zealand  and  Australia;

     -     Levante,  in  Japan;

     -     Overdrive,  in  Canada;  and

     -     Julia  Gogosha and Heather Korby, independent contractors in the U.S.
           who work under the  direction of  our  in-house  sales  manager Devon
           Davis.

     The international distributors are responsible for all aspects of sales and
marketing  in   their  respective   territories.  They  each  manage  their  own
inventory,  warranty,  billings,  sales  and  customer  service  departments.

     Competition
     -----------

     The  fashion  sunglass industry is highly competitive.  Well-known designer
brands  such  as  Gucci,  Channel  and  Christian  Dior occupy a majority of the
sunglass  market.  We  believe  that  the demand for optical frames has somewhat
deteriorated  due  to  the  development  of  corrective  laser  eye  surgery.

     Dita  holds a special niche in the sunglass market.  We have established an
upscale  image  of  fashion and innovative style at prices that are aggressively
competitive.  We  offer,  for  $120  to  $300  at  retail,  sunglasses  that are
comparable  in  style, quality and image to those of the leading brands that are
offered  at  $250  to  $400  at  retail.

     Advertising  and  Promotion
     ---------------------------

     The  market we target and sell to consists of fashion-forward men and women
between  the  ages  of 19 and 35 with average household incomes from $40,000 and
up.  We estimate that 65% of our products are purchased by women and 35% by men.
Our  average  customer  is  very  concerned  about  fashion and usually somewhat
educated  about current fashion.  Our designs are usually more forward than some
of  our  competitors,  and  the  wearer is usually more forward in the manner in
which  she  or  he  dresses.

     All  our  advertising  and  promotional  materials  employ  striking,
fashion-forward  and  edgy  photography  to  project  our  image.

                                        3
<PAGE>
     We  price  our  products  slightly lower than our competitors do.  Yet, our
quality,  image  and  design  are  comparable  - and sometimes better - than the
leaders  in  the  sunglass  industry.

     We  design  our sunglasses to be extremely wearable, yet still fashionable.
Our  philosophy  is to give the average consumer of designer products a sunglass
product  that  is fashionable, yet suitable for everyday use, at a price that is
most  competitive.  We  protect  our  upscale  image  by  limiting  the  retail
distribution  of  our  sunglasses  to  the  high-end boutiques and outlets where
sunglasses  are  sold.

     Dependence  on  Major  Customers
     --------------------------------

     We  are  not  dependent  on  any  major  customers  in  the  U.S.  However,
approximately  38  percent  of our sales are international sales and are divided
among two customers - Levante in Japan - 29 percent, and Overdrive in Canada - 9
percent.

     Patents,  Trademarks  and  Licenses
     -----------------------------------

     We  have  registered  the trademark "Dita" in the U.S. and internationally.

     Government  Approval  and  Regulations
     --------------------------------------

     We need no governmental approval for the design and marketing of sunglasses
made  for  us  by  manufacturing  companies.  We  are  not aware of any proposed
governmental  regulations  that  would  affect  our  operations.

     Research  and  Development
     --------------------------

     We  expended approximately $1,000 in fiscal 2000 and $15,016 in fiscal 2001
mainly  for  prototyping and computer design costs related to the development of
design  prototypes We expended approximately $15,623 in fiscal 2002 for research
and  development.

     Cost  of  Compliance  with  Environmental  Laws
     -----------------------------------------------

     There  are  no  environmental laws that impact our operations of designing,
marketing  and  distributing  sunglasses made for us by manufacturing companies.

     Seasonality
     -----------

     Our sales of sunglasses in the U.S., Canada and Japan are 50 to 100 percent
higher  in  the  period  from  March  to September.  Sales are 50 to 100 percent
higher  in  New  Zealand  and  Australia  in the period from September to March.

                                        4
<PAGE>
     Employees
     ---------

     We  employ  six  persons  full  time  and  no  persons  part  time.

     New  Products
     -------------

     The  company  is  currently  in  the  process  of  manufacturing  a leather
accessories  product  line.  This includes high-end bags, wallets, coin and card
cases,  and  wrist  bands.  These  would  be  items that could help increase our
overall  sales  without  any  additional  overhead  burden.

ITEM  2.     PROPERTIES

     We  lease  approximately 3,200 square feet of office and warehouse space in
Los  Angeles,  California  for  a monthly rental of $3,200.  The lease is a term
lease  that  expires  December  31,  2002.

ITEM  3.     LEGAL  PROCEEDINGS

     Neither  the  Company  nor  our  property  is  a party to any pending legal
proceeding  or  any  known  proceeding  that  a  governmental  authority  is
contemplating.

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

     None.

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     The Company's Common Stock is quoted on the OTC Bulletin Board.  Its symbol
is  "DITA."

     During  the  last  two  calendar  years,  the  range  of  high  and low bid
information  for  our  Common  Stock  is  set  forth  below.  The source of this
information  is  the  OTC  Bulletin  Board.  The quotations reflect inter-dealer
prices  without  markup,  markdown  or  commissions and may not represent actual
transactions.

<TABLE>
<CAPTION>
                                   High               Low
                                   ----               ---
     2000
<S>                               <C>                 <C>
          1st  Qtr.               1.625               1.25
          2nd  Qtr.               1.375               1.00
          3rd  Qtr.               1.125               1.00
          4th  Qtr.               1.500               0.375
</TABLE>

                                        5
<PAGE>
<TABLE>
<CAPTION>
     2001
<S>                               <C>                 <C>
          1st  Qtr.               1.2813              1.1875
          2nd  Qtr.               1.5000              0.7000
          3rd  Qtr.               1.0500              0.7800
          4th  Qtr.               0.7800              0.6400
</TABLE>

     On  May  28,  2002 there were 3,142,530 shares of Common Stock outstanding.
No  shares  are  subject  to  outstanding  options  to  purchase,  or securities
convertible  into,  such  shares  of  stock.

Holders

     As  of  May  28,  2002 there were approximately 31 holders of record of our
Common  Stock.  Some  809,900  shares  of  Common  Stock  are  held in brokerage
accounts  under  the  record  name  of  "Cede  &  Co."

Dividends

     We have paid no cash dividends since inception, and it is unlikely that any
cash dividend will be paid in the foreseeable future.  There are no restrictions
that would or are likely to limit the ability of the company to pay dividends on
its common stock, but it has no plans to pay dividends in the foreseeable future
and  intends to use earnings for the expansion of its business.  The declaration
in  the  future  of any cash or stock dividends will be at the discretion of the
board  depending  upon the earnings, capital requirements and financial position
of  the company, general economic conditions and other pertinent factors.  There
are  no  dividend  restrictions held by any creditor or other agreement to which
the  company  is  a  party.

Recent  Sales  of  Unregistered  Securities

     During  the  last  fiscal  year  the  company  sold  no  securities.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

Results  of  Operations

     The  following  table  presents, as a percentage of sales, certain selected
financial data for the two fiscal years ended February 28, 2001 and February 28,
2002:





                                        6
<PAGE>
                                                         Year  Ended
                                                   2-28               2-28
                                                   2001               2002
                                                   -----------------------
     Sales                                         100.0%           100.0%
     Cost  of  sales                                40.11            48.2
                                                   ------           -----
     Gross  margin                                  59.89            51.8
     Selling,  general  and
       administrative
       expenses                                     52.90            65.8
                                                   ------           -----
     Operating  income  (loss)                       6.99           (14.0)

     Non-Operating
     Income  (expense)                              (3.78)           (4.4)
                                                   ------           -----
     Net  income  (loss)
       before  taxes                                 3.21           (18.4)

     Sales
     -----

     Sales decreased to $893,392 in the fiscal year ended February 28, 2002 from
$1,063,653  in the fiscal year ended February 28, 2001, a decrease of 16 percent
or  $170,261.  The  decrease in sales can be attributed mostly to the slowing of
the economy. Optical sales decreased to $259,213 or 29 percent of total sales in
the fiscal year ended February 28, 2002 - from $332,077 or 31.2 percent of total
sales  in  FY 2001. Department store sales increased to $135,425 or 15.2 percent
of  total  sales  in  the fiscal year ended February 28, 2002 - from $113,562 or
10.7  percent  of  total  sales  in  FY  2001.  International sales decreased to
$351,290  or  39.3  percent of total sales in the fiscal year ended February 28,
2002  -  from  $  374,584 or 35 percent of total sales in FY 2001. Private Label
sales  showed  an  encouraging  $22,878.  or  2.6  percent  of sales in FY 2002.

     We  are  not  exposed  to  currency  risks with regard to our international
sales,  which  account  for  approximately  39.3  percent  of our sales. All our
contracts  are  expressed  in  U.S. dollars and require payment in U.S. dollars.
However,  we generally discount our prices by approximately 50 percent for sales
made  to  Australia and New Zealand, due to the high price our distributor there
has to pay for the U.S. dollar and due to high sales taxes in effect there. This
results  in a lower gross margin on sales made in Australia and New Zealand than
on  sales  in  Japan,  Canada  and  the  U.S.

     Gross  Margin
     -------------

     Gross  margin  changed to $462,753 or 51.8 percent of sales, in fiscal year
2002  from  $637,014,  or  59.9  percent  of  sales,  in  fiscal  year  2001.

                                        7
<PAGE>
     Selling,  General  and  Administrative  Expenses
     ------------------------------------------------

     Selling,  general  and  administrative  expenses  increased  to $587,797 in
fiscal  year  2002, or 65.8 percent of sales, from $562,701 in fiscal year 2001,
or  52.9  percent  of  sales.  The  increase  reflects the following significant
changes  in  expenses:

Increases

     Advertising,  photography,  printing and promotional expenses all increased
as a direct result of a marketing campaign that we established at the end of the
previous  fiscal  year.  Insurance  costs  increased  due  to increased property
coverage  as a result of a new lease we entered into in March 2000. Research and
development costs increased as we pursued additional product lines (i.e. leather
accessories).

Decreases

     Trade  show and travel expenses decreased as we participated in fewer trade
shows.  There  was  a  decrease  in  ales commissions, this due to a decrease in
overall sales.  A decrease in repairs and maintenance was due to our move during
the fiscal year end 2001.  A decrease in accounting fees is a result of a change
in  our  accounting  firm.

     Net  Loss  from  Operations
     ---------------------------

     We  had  a  net loss from operations in fiscal year 2002 of $125,044, or 14
percent  of  sales and $.04 a share of our common stock.  In fiscal year 2001 we
had  a  net  gain from operations of $74,313 or 7.0 percent of sales and $0.02 a
share  of  common  stock.  The  net loss in FY 2002 was a result of two factors:
increases  in  cost of revenue and operating expenses at a time of a decrease in
revenue.

     Net  Loss  After  Tax
     ---------------------

     We  had  a  net  loss  after tax in fiscal year 2002 of $164,719 or $0.05 a
share  of  our common stock.  In fiscal year 2001 we had net income after tax of
$33,229  or  $0.01 a share of common stock. The net loss in FY 2002 was mainly a
result  of  a  decrease  in  sales  due  to  the  slowing  economy  .


     Balance  Sheet  Items
     ---------------------

     Our  current  assets increased from $286,814 at the end of fiscal year 2001
to $313,113 at the end of fiscal year 2002.  An increase in inventory caused the

                                        8
<PAGE>
above  mentioned  increase  with  an increase from $165,984 at the end of fiscal
year 2001 to $203,811 in fiscal year 2002.  The increase in inventory was mainly
a factor of decreased sales and our decision to accept returns on some products.
Prepaid  expenses  were  reduced  from  $13,622 in fiscal year 2001 to $1,782 in
fiscal year 2002.  The decrease was a result of our marketing and photo campaign
for  fiscal  year  2002.  Cash,  however,  remained  fairly  constant.

     Accounts payable and accrued expenses increased from $294,553 at the end of
fiscal  year  2001  to  $424,419  at  the  end  of  fiscal  year  2002.


     Liquidity  and  Outlook
     -----------------------

     We  have been able to stay in operation only (1) from the services provided
by  Glance,  Inc.,  a manufacturer of sunglasses under the control of Bendar Wu,
the  chairman  of  our  board of directors, which company funds and warehouses a
considerable  portion  of  our inventory and (2) from the proceeds realized from
the  sale  of  capital  stock.

     Glance  provides  liquidity  as  follows:  Standard  payment  terms  in our
industry  are  to provide a secured letter of credit to the manufacturer for the
entire  amount of a purchase order submitted.  The letter of credit matures upon
the manufacturer's shipment of the product.  Glance requires no letter of credit
or  deposit of any type to secure a purchase order from us.  In addition, Glance
takes  shipment  of  the  inventory  ordered and warehouses it until we need it.
Once  we order the inventory to be delivered from Glance's warehouse, we have 30
days  to  pay  for  it.

     We  perceive  our  long-term  solution  to  our  continuing losses to be an
improvement  in  our  gross  margin.  The essential services provided by Glance,
Inc.  come  at a cost to us - they increase our cost of goods sold from 10 to 20
percent  above  industry  standard. Yet, it is impossible to dispense with these
services  without  the  cash to pay for and warehouse all our inventory.  We are
working  on  obtaining  lines  of credit from lending institutions that cater to
small  businesses.  When  we have exhausted these possibilities, we will attempt
to  obtain  capital  through  the  sale  of  shares  of  common  stock.

     Unfortunately, our inability to demonstrate long term profitable operations
makes  it difficult to sell capital stock.  At this time, we have not identified
the  sources of additional lines of credit or of equity capital we need to break
out  of  our  dilemma.  Short  term, we need to increase our bank line of credit
from $45,000 to approximately $100,000 to help pay for the implementation of new
prescription  glasses  lines.

                                        9
<PAGE>
     Long  term,  we need an additional line of credit of approximately $150,000
to  decrease  our  dependence  on  Glance,  Inc.  and thereby improve our profit
margins.

     Possibility  of  a  Reverse  Acquisition  and  Reorganization
     -------------------------------------------------------------

     We  have  been  approached  by several development-stage companies that are
interested  in  acquiring  our  corporate shell.  Each proposes that our present
sunglasses  business  either be spunoff to our shareholders or sold, leaving the
company  as a trading public shell.  Our management is open to the proposals but
none  of  the  development-stage  companies  has  secured  adequate financing or
commenced  meaningful  operations.  Until  such  occurs,  there  is  no point in
negotiating  a  contract  with  a  company  that  is  not  viable.

ITEM  7.     FINANCIAL  STATEMENTS

     Independent  Auditors'  Report                                         F-1
     Balance  Sheet  February  28,  2002                                    F-2
     Statements  of  Operations  for  the  Years
          Ended  February  28,  2002  and  2001                             F-3
     Statements  of  Stockholders'  Deficit  for  the  Years
          Ended  February  28,  2002  and  2001                             F-4
     Statements  of  Cash  Flows  for  the  Years
          Ended  February  28,  2002  and  2001                             F-5
     Notes  to  Financial  Statements                                       F-6







                                       10
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To  the  Stockholders  and  Board  of  Directors
Dita,  Inc.:

We  have  audited  the  accompanying  balance  sheet  of  Dita,  Inc.,  a Nevada
Corporation  (the  "Company") as of February 28, 2002 and the related statements
of  operations,  stockholders'  deficit  and cash flows for the year then ended.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audit.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of Dita, Inc. as of February 28,
2002  and the results of their operations and their cash flows for the year then
ended  in  conformity  with  accounting  principles  generally
accepted  in  the  United  States  of  America.

The  Company's  financial  statements  are prepared using the generally accepted
accounting  principles  applicable  to  a  going concern, which contemplates the
realization  of  assets  and  liquidation of liabilities in the normal course of
business.  The  Company  has negative cash flows from operations. This factor as
discussed in Note 13 to the financial statements, raises substantial doubt about
the  Company's  ability  to  continue  as a going concern. Management's plans in
regard to these matters are also described in Note 13.  The financial statements
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.


/s/Kabani  &  Company,  Inc.

KABANI  &  COMPANY,  INC.

CERTIFIED  PUBLIC  ACCOUNTANTS

Fountain  Valley,  California
May  17,  2002



                                       F-1
<PAGE>
                                    DITA, INC
                                  BALANCE SHEET
                                FEBRUARY 28, 2002

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

CURRENT  ASSETS:
<S>                                                                 <C>
      Cash & cash equivalents                                       $     9,247
      Accounts receivable, net                                          100,055
      Inventory                                                         203,811
                                                                    -----------
          Total current assets                                          313,113

PROPERTY AND EQUIPMENT, net                                              64,870

OTHER ASSETS                                                              3,335
                                                                    -----------

                                                                    $   381,318
                                                                    ===========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT  LIABILITIES:
      Accounts payable                                              $   416,410
      Accrued expense                                                     8,009
      Advance from officers                                              76,058
      Note payable-Bank                                                  43,110
      Note Payable                                                       16,747
      Current  maturities of obligations under
        capital lease                                                     6,419
                                                                    -----------
          Total current liabilities                                     566,753


COMMITMENTS

STOCKHOLDERS'  DEFICIT
      Common  stock,  $.001  par  value;
        10,000,000  shares  authorized,
        3,142,530 shares issued and outstanding                          31,425
      Additional paid in capital                                        613,314
      Accumulated deficit                                              (830,174)
                                                                    -----------
          Total stockholders' deficit                                  (185,435)
                                                                    -----------

                                                                    $   381,318
                                                                    ===========
</TABLE>

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

                                      F-2
<PAGE>
                                    DITA, INC
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED FEBRUARY 28, 2002 AND 2001

<TABLE>
<CAPTION>
                                                          2002          2001
                                                      -----------   -----------
<S>                                                   <C>           <C>
Net revenue                                           $   893,392   $ 1,063,653

Cost of revenue                                           430,639       426,639
                                                      -----------   -----------

Gross Profit                                              462,753       637,014

Total operating expenses                                  587,797       562,701
                                                      -----------   -----------

Income/(loss) from operations                            (125,044)       74,313

Non-operating  income  (expense):
    Interest expense                                      (38,889)      (40,218)
    Interest income                                            14            34
                                                      -----------   -----------

Income/(loss)  before  income  taxes                     (163,919)       34,129

Provision for income tax                                      800           800
                                                      -----------   -----------

Net income/(loss)                                     $  (164,719)  $    33,329
                                                      ===========   ===========

Basic and diluted weighted average number
  of common stock outstanding                           3,142,530     3,142,530
                                                      ===========   ===========

Basic and diluted net income/(loss) per share         $     (0.05)  $      0.01
                                                      ===========   ===========
</TABLE>


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

                                      F-3
<PAGE>
                                   DITA, INC.
                      STATEMENTS OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED FEBRUARY 28, 2002 AND 2001

<TABLE>
<CAPTION>
                                        Common Stock                                Total
                              -----------------------------------
                              Number of              Additional     Accumulated  Stockholders'
                               Shares     Amount   paid in capital    Deficit       Deficit
                              ---------  --------  --------------   -----------  -------------
<S>                           <C>        <C>          <C>            <C>           <C>
Balance at February 29, 2000  3,142,530  $ 31,425     $613,314       $(698,784)    $ (54,045)

Net income for the year
  ended February 28, 2001             -         -            -          33,329        33,329
                              ---------  --------     --------       ---------     ---------

Balance at February 28, 2001  3,142,530    31,425      613,314        (665,455)      (20,716)

Net loss for the year
  ended February 28, 2002             -         -            -        (164,719)     (164,719)
                              ---------  --------     --------       ---------     ---------

Balance at February 28, 2002  3,142,530  $ 31,425     $613,314       $(830,174)    $(185,435)
                              =========  ========     ========       =========     =========
</TABLE>






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

                                      F-4
<PAGE>
                                    DITA, INC
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED FEBRUARY 28, 2002 AND 2001

<TABLE>
<CAPTION>
                                                             2002        2001
                                                          ----------  ---------

CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
<S>                                                       <C>         <C>
      Net income (loss)                                   $(164,719)  $  33,329
      Adjustments to reconcile net
        income (loss) to net cash used
        in operating  activities:
          Depreciation and amortization                      22,750      17,402
          Provision  for  doubtful  accounts                      -     (15,847)
          (Increase)/decrease in current assets:
            Accounts receivable                              (2,908)    (21,017)
            Inventory                                       (37,827)     (3,986)
            Prepaid expense                                  13,622     (11,925)
          Increase/(decrease) in current liabilities:
            Accounts  payable  and  accrued  expense        129,866      (2,962)
                                                          ---------   ---------
          Total adjustments                                 125,503     (38,335)
                                                          ---------   ---------
      Net cash used in operating activities                 (39,216)     (5,006)
                                                          ---------   ---------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
        Acquisition of property & equipment                 (15,726)    (20,963)
        (Increase)/decrease in other assets                     274        (213)
                                                          ---------   ---------
      Net cash used in investing activities                 (15,452)    (21,176)
                                                          ---------   ---------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
        Advance from/(repayment of) officers' loan           57,561      (4,977)
        Proceeds from note payable, bank                      3,075      28,654
        Payment of obligations under capital lease           (6,782)     (4,668)
                                                          ---------   ---------
      Net cash provided by financing activities              53,854      19,009
                                                          ---------   ---------

NET DECREASE IN CASH & CASH EQUIVALENTS                        (814)     (7,173)

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                   10,061      17,234
                                                          ---------   ---------

CASH & CASH EQUIVALENTS, ENDING BALANCE                   $   9,247   $  10,061
                                                          =========   =========
</TABLE>





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

                                      F-5
<PAGE>
                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS


1.     ORGANIZATIONS  AND  DESCRIPTION  OF  BUSINESS

Dita,  Inc.  (the "Company") was incorporated on October 3, 1995 in the State of
Nevada.  The  Company  is  a  wholesaler  of unique, alternative and fashionable
women's  sunglasses  and  sells to retailers throughout the United States, Japan
and  Europe.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Cash  and  cash  equivalents

The  Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

Inventories

Inventories,  comprising  mostly  of  finished goods, are stated at the lower of
cost  (first-in,  first-out  method)  or  market.

Property  &  Equipment

Property  and  equipment  is  carried  at  cost.  Depreciation  of  property and
equipment  is  provided  using  the  declining balance method over the estimated
useful  lives  (generally  two  to  seven years) of the assets. Expenditures for
maintenance  and  repairs  are  charged  to  expense  as  incurred.

Long-lived  assets

The  Company accounts for the impairment and disposition of long-lived assets in
accordance  with  Statement  of  Financial  Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of long-lived Assets and for long-lived Assets to
be  disposed  of." In accordance with SFAS No. 121, long-lived assets to be held
are  reviewed  for events or changes in circumstances, which indicate that their
carrying  value  may  not be recoverable. As of February 28, 2002, no impairment
has  been  indicated.

Income  taxes

Deferred income tax assets and liabilities are computed annually for differences
between  the  financial  statements and tax basis of assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted laws
and  rates  applicable  to  the periods in which the differences are expected to
affect  taxable income (loss). Valuation allowance is established when necessary
to  reduce  deferred  tax  assets  to  the  amount  expected  to  be  realized.

Revenue  Recognition

The  Company's  revenue  recognition  policies  are  in  compliance  with  Staff
accounting bulletin (SAB) 101. Revenue is recognized when merchandise is shipped
to  a  customer. Generally, the Company extends credit to its customers and does
not  require  collateral. The Company performs ongoing credit evaluations of its
customers and historic credit losses have been within management's expectations.


                                      F-6
<PAGE>
                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS


Basic  and  diluted  net  loss  per  share

Net  loss  per share is calculated in accordance with the Statement of financial
accounting  standards  No.  128  (SFAS No. 128), "Earnings per share". Basic net
loss  per  share  is  based  upon  the  weighted average number of common shares
outstanding.  Diluted  net  loss  per  share is based on the assumption that all
dilutive  convertible  shares  and  stock  options  were converted or exercised.
Dilution  is  computed by applying the treasury stock method. Under this method,
options  and warrants are assumed to be exercised at the beginning of the period
(or  at  the  time of issuance, if later), and as if funds obtained thereby were
used  to  purchase  common  stock at the average market price during the period.

Stock-based  compensation

In  October  1995,  the  FASB  issued  SFAS No. 123, "Accounting for Stock-Based
Compensation".  SFAS  No.  123 prescribes accounting and reporting standards for
all stock-based compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123
requires compensation expense to be recorded (i) using the new fair value method
or  (ii) using the existing accounting rules prescribed by Accounting Principles
Board  Opinion  No.  25, "Accounting for stock issued to employees" (APB 25) and
related interpretations with proforma disclosure of what net income and earnings
per share would have been had the Company adopted the new fair value method. The
company  uses  the  intrinsic value method prescribed by APB25 and has opted for
the  disclosure  provisions  of  SFAS  No.123.

Fair  value  of  financial  instruments

Statement of financial accounting standard No. 107, Disclosures about fair value
of  financial  instruments,  requires  that  the Company disclose estimated fair
values of financial instruments. The carrying amounts reported in the statements
of  financial  position for current assets and current liabilities qualifying as
financial  instruments  are  a  reasonable  estimate  of  fair  value.

Allowance  for  doubtful  accounts

In determining the allowance to be maintained, management evaluates many factors
including  industry  and historical loss experience.  The allowance for doubtful
accounts is maintained at an amount management deems adequate to cover estimated
losses.  Allowances for bad debts as of February 28, 2002 and February 29, 2001,
were  $8,470  and  $11,516,  respectively.

Advertising

The Company expenses advertising costs as incurred. Advertising expenses for the
years  ended  February  28,  2002  and February 29, 2001 amounted to $11,622 and
$5,191,  respectively.

Segment  Reporting

During the years ended February 28, 2002 and February 29, 2001, the Company only
operated  in  one  segment  therefore segment disclosure has not been presented.


                                      F-7
<PAGE>
                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS


Recent  Pronouncements

On  July  20,  2001,  the FASB issued SFAS No. 141, "Business Combinations," and
SFAS  No.  142,  "Goodwill  and  Other Intangible Assets." These statements make
significant  changes  to the accounting for business combinations, goodwill, and
intangible  assets.

SFAS No. 141 establishes new standards for accounting and reporting requirements
for  business  combinations  and  will  require  that  the  purchase  method  of
accounting  be used for all business combinations initiated after June 30, 2001.
Use  of  the  pooling-of-interests  method will be prohibited. This statement is
effective  for  business  combinations  completed  after  June  30,  2001.

SFAS  No.  142  establishes  new  standards  for goodwill acquired in a business
combination  and  eliminates  amortization  of  goodwill  and instead sets forth
methods to periodically evaluate goodwill for impairment. Intangible assets with
a  determinable useful life will continue to be amortized over that period. This
statement  is  effective  January  1,  2002.

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No.  143,  "Accounting for Asset
Retirement  Obligations".  SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This Statement is effective for financial
statements  issued  for  fiscal  years  beginning  after  June  15,  2002.

SFAS  No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was  issued in August 2001. SFAS No. 144 is effective for fiscal years beginning
after  December  15,  2001, and addresses financial accounting and reporting for
the  impairment or disposal of long-lived assets. This statement supersedes SFAS
No.  121  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to  Be  Disposed Of," and the accounting and reporting provisions of APB
Opinion  No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business.

The  adoption  of  above  pronouncements did not materially impact the Company's
financial  position  or  results  of  operations.

Certain  significant  risks  and  uncertainties

General  business  -  The  Company's  success  is  dependent,  in  part,  to its
introduction  of  products  which  are  perceived to represent an improvement in
performance  over products available in the market. The Company's future success
will  depend,  in part, upon its continued ability to develop and introduce such
innovative  products,  and there can be no assurance of the Company's ability to
do  so.  The  consumer  products  industry,  including  the  sunglass,  apparel,
footwear,  and  watch categories, is fragmented and highly competitive. In order
to  retain  its market share, the Company must continue to be competitive in the
areas  of  quality,  technology,  method  of  distribution,  style, brand image,
intellectual  property  protection  and  customer  service. These industries are
subject  to  changing  consumer  preferences; shifts in consumer preferences may
adversely  affect  companies  that  misjudge  such preferences. If management is
unable  to  anticipate  or  manage  growth  effectively, the Company's operating
results  could  be  materially  adversely  affected.

Use  of  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

                                      F-8
<PAGE>
                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS


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.

Vulnerability  due  to  supplier  concentrations  -  The  Company uses two major
sources  for  the  supply of several components. Total purchases from the source
amounted to $371,945 and $166,430, in the year ended February 28, 2002 and 2001,
respectively.  Total outstanding balances due these suppliers as of February 28,
2002  and  February  28,  2001  were $362,359 and $231,070, respectively. In the
event  of the loss of the source, the Company has identified an alternate source
which  may  be  available.  The  effect of the loss of any of these sources or a
disruption  in  their  business  will  depend  primarily upon the length of time
necessary  to  find  a  suitable  alternative  source  and could have a material
adverse  effect  on  the  Company's  results  of  operations.

Vulnerability  due to customer concentrations - Net sales to a major customer in
the  years  ended  February 28, 2002 and 2001 amounted to approximately $260,000
and  $254,000,  respectively.  There  was  no  receivable  balance due from this
customer  as  of  February  28,  2002  and  2001.

3.     PROPERTIES  AND  EQUIPMENT

Property  and  Equipment  are  stated  at  cost  or  fair  values at the date of
acquisition and, in the case of equipment under capital lease, the present value
of  minimum  lease  payments.  Property  and  equipment  at  February  28, 2002,
consisted  of  the  following:

<TABLE>
<CAPTION>
<S>                                             <C>
         Computer  &  software                  $  38,823
         Display  cases                            83,167
         Furniture  and  fixtures                  29,452
         Leasehold  improvements                    5,711
                                                ---------
                                                  157,153
         Less:  accumulated  depreciation
                &  amortization                    92,283
                                                ---------
        Property  &  Equipment  (net)           $  64,870
                                                =========
</TABLE>

4.    ADVANCES  FROM  STOCKHOLDERS

The  amount  represents  the  unpaid  balance of non-interest bearing short-term
advances  received  from  officer-stockholders.  Such advances are unsecured and
payable  on  demand.

5.     NOTE  PAYABLE,  BANK

The  Company  has a line of credit with its bank in the amount of $48,000 and is
unsecured.  As  of February 28, 2002, the line of credit had a remaining balance
of  $43,110.  Interest  paid  on all corporate borrowings amounted to $5,039 and
$5,083   for  the   years  ended  February  28,  2002  and  February  28,  2001,
respectively.

6.     OBLIGATION  UNDER  CAPITAL  LEASE

The  Company  leases  mezzanines  under  the  term  of a capital lease, which is
secured  by  the related equipment costing $15,947. Future minimum lease payment
under  the  capital  lease  is  as  follows:



                                      F-9
<PAGE>

                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S>                                                 <C>
         Total  minimum  lease  payments  (2003)    $     7,150
         Less  amount  representing  interest              (731)
                                                    -----------
         Present value of net minimum lease payments      6,419
         Less  current  portion                           6,419
                                                    -----------
         Long  term  portion                        $         -
                                                    ===========
</TABLE>

Interest  expense  for  the  years ended February 28, 2002 and February 28, 2001
amounted  to  $1,814  and  $4,603,  respectively.

7.     NOTE  PAYABLE

Note  payable  is  non-interest  bearing  and  is  due  upon  the  sale  of  the
corporation.

8.       INCOME  TAXES

No  provision  was made for Federal income tax since the Company has significant
net  operating  loss carryforwards.  For federal income tax return purposes, the
Company  has  available  net  operating   loss  carryforwards  of  approximately
$823,000,  at  February  28,  2002,  which  expires  through  2015. For State of
California  income tax purpose, the Company has net operating loss carryforwards
of  approximately  $431,000,  at February 28, 2002 and expires through 2005. The
availability  of  the  Company's  net operating loss carryforwards is subject to
limitation  if  there  is  a 50% or more positive change in the ownership of the
Company's  stock.

Temporary  differences which give rise to deferred tax assets and liabilities at
February  28,  2002  and  February  28,  2001  are  as  follows:

<TABLE>
<CAPTION>
                                             February 28,     February  28,
                                                 2002             2001
                                             ------------     -------------
<S>                                          <C>               <C>
          Net operating loss carryforwards   $   252,000       $   251,300
          Allowance  for  bad  debts               3,000             4,600
          Valuation  allowance                  (255,000)         (255,900)
                                             -----------       -----------
          Net  deferred  taxes               $         -       $         -
                                             ===========       ===========
</TABLE>

The  following is a reconciliation of the provision for income taxes at the U.S.
federal  income  tax  rate  to  the  income  taxes reflected in the Consolidated
Statements  of  Operations:

<TABLE>
<CAPTION>
                                             February 28,     February  28,
                                                 2002             2001
                                             ------------     -------------
<S>                                          <C>               <C>
          Tax expense (credit) at
            statutory  rate-federal                (34%)               34%
          State tax expense net of
            federal  tax                            (6)                 6
          Permanent  differences                     1                  1
          Valuation  allowance                      39                (41)
                                             ---------         ----------
          Tax  expense  at  actual  rate             -                  -
                                             =========         ==========
</TABLE>


9.     RELATED  PARTY  TRANSACTIONS:

The  Company's  principal  supplier  of  sunglasses  is also a shareholder and a
member  of  the  Board of Directors.  Total product purchased from this supplier
for  the  years  ended February 28, 2002 and February 28, 2001 were $191,607 and

                                      F-10
<PAGE>
                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS


$166,430,  respectively.  Accounts  payable and accrued expenses at February 28,
2002  and  February  28,  2001  include  $262,325  and  $214,375 payable to this
supplier,  respectively.  The Company also pays interest on outstanding accounts
payable  balances  at  a  rate  of  1.25% per month to this related party. Total
interest  expenses  to  this  supplier for the years ended February 28, 2002 and
2001  were  $36,887  and  $32,988.

10.    NET  SALES

The  Company's  net sales to U.S. and international customers (Japan, Australia,
and  Canada)  for  the  years ended February 28, 2002 and February 28, 2001, are
summarized  as  follows:

<TABLE>
<CAPTION>
                                            2002          2001
                                        -----------   -----------
<S>                                     <C>           <C>
       United  States                   $   542,102   $   689,069
       International                        351,290       374,584
                                        -----------   -----------
                                        $   893,392   $ 1,063,653
                                        ===========   ===========
</TABLE>


11.    COMMITMENTS

The  Company  occupies  office  space  on a month-to-month basis since the prior
lease  expired  on December 31, 2001. The Company pays its utilities, insurance,
taxes  and  maintenance.  Total rent expenses charged to operations were $36,720
and  $37,290  in  the  years  ended  February  28,  2002  and February 28, 2001,
respectively.

A  deposit  of  $3,060 was paid upon signing of the lease. The Company is in the
process  of  renegotiating  a  new  lease.

12.    SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOWS

The  Company  prepares its statements of cash flows using the indirect method as
defined  under  the  Financial  Accounting  Standard  No.  95.

The  Company  paid $800 for tax during each of the years ended February 28, 2002
and  February 28, 2001. The Company paid $30,636 and $40,218 for interest during
the  years  ended  February  28,  2002  and  February  28,  2001,  respectively

13.    GOING  CONCERN

The  Company's  financial  statements  are prepared using the generally accepted
accounting  principles  applicable  to  a  going concern, which contemplates the
realization  of  assets  and  liquidation of liabilities in the normal course of
business.  The  Company has negative cash flows from operations, working capital
and  stockholders'  deficiency.  This  factor raises substantial doubt about the
Company's  ability  to  continue  as  a  going  concern.

Management  recognized  that  the  Company must generate additional resources to
enable  it  to  continue operations.  The Company has a revolving line of credit
through  their  bank  to be used as working capital.  Further, the Company is in
the  process of negotiating to sell its corporation to a third party.  There can
be  no  assurance  that  the Company will achieve profitability or positive cash
flow.  If  management  is unable to achieve profitability or positive cash flow,
the  Company  will  not  be  able to meet its obligations and will have to cease
operations.


                                      F-11

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

     On  February  15,  2001, Dita, Inc. (the "Company") dismissed its principal
independent  accountants,  Stonefield  Josephson,  Inc.

     The  reports  of  Stonefield  Josephson  on the financial statements of the
Company  filed  with the Securities and Exchange Commission contained no adverse
opinions  or  disclaimers  of  opinion, and were not modified as to uncertainty,
audit  scope,  or accounting principles during the past two years or the interim
period  to  February  15,  2001,  the  date  of  dismissal.

     The  decision  to  change  accountants  was recommended and approved by the
Board  of  Directors  of  the  Company.

     During  the  past  two  fiscal years or later interim period, there were no
disagreements  between  the  Company  and  Stonefield  Josephson, whether or not
resolved,  on  any  matter  of  accounting  principles  or  practices, financial
statement  disclosure,  or auditing scope or procedure which, if not resolved to
Stonefield  Josephson's  satisfaction, would have caused it to make reference to
the  subject  matter  of  the  disagreements  in  connection  with  its reports.

     On  February 15, 2001, the Company engaged the firm of Kabani & Company, of
Fountain  Valley,  California, as independent accountants for the Company. Prior
to  February  15,  2001,  neither  the  Company,  nor  anyone on its behalf, had
consulted  with  Kabani  &  Company  concerning  the  application  of accounting
principles to any specific completed or contemplated transaction, or the type of
audit  opinion  that  might  be  rendered on the Company's financial statements.

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

     The  company's  directors,  officers  and  significant  employees occupying
executive officer positions, their ages as of May 28, 2002, the directors' terms
of office and the period each director has served are set forth in the following
table:
<TABLE>
<CAPTION>
                                                                    Director's
                                                       Director        Term
      Person          Positions  and Offices            Since        Expires
----------------      ----------------------           --------     ----------
<S>                   <C>                                 <C>          <C>
Bendar  Wu,  56       Chairman  of  the Board             1996         2002
                      of  Directors
</TABLE>


                                       11
<PAGE>
<TABLE>
<CAPTION>
<S>                   <C>                                 <C>          <C>
Jeff  Solorio, 32     President, Secretary,               1996         2002
                      Director  of  Operations,
                      and  Director

John  Juniper,  32    Director of Marketing, and          1996         2002
                      Director
</TABLE>

     BENDAR  WU.  Mr. Wu has been in the optical industry for over 23 years as a
distributor  or manufacturer.  Mr. Wu is the founder, owner and is the president
of  Glance  Eyewear,  a  worldwide  distributor  of  eyewear  with  annual sales
exceeding $20 million.  The company has been in business for over fifteen years.
Glance  has  manufactured  eyewear  for  companies  such as J. Crew, Limited and
Nordstrom.  Mr. Wu received a law decree in Taiwan at Soo Chow University and an
MBA  from  Wager  College  in  New  York.

     JEFF SOLORIO.  Prior to starting Dita Mr. Solorio founded a marketing firm,
Hollywood  died  Independence.  Mr. Solorio acted as president of Hollywood died
Independence  for  three  years  and  produced  creative marketing materials for
companies such as Rusty, Capital Distribution (Spare, Ezekiel, Blond) and Herbie
Fletcher.  Mr.  Solorio  also  provided  film  production  and  other  marketing
materials  for action sports related companies such as Rusty, Morrow Snowboards,
Purged  Snowboards,  Lib-Tech, Herbie Fletcher, Capital Distribution, Black Flys
and  Arnet.  Mr.  Solorio's  marketing  and  promotional  work  has  won several
industry  awards.  Over the last three and a half years Mr. Solorio has acted as
a  director and vice president of operations of Dita, Inc.  Mr. Solorio's duties
at Dita include inventory management, product development and design, processing
of  accounts  payable,  management of warehouse staff, processing of payroll and
pricing.

     JOHN  JUNIPER.  Prior  to  joining  Dita, Mr. Juniper was employed by Crown
Distribution  and  was  responsible  for  creating  and  implementing  marketing
programs and sales materials for Crown Distribution's family of companies, which
included  Purged  Snowboards,  BPS  Binding  Company,  Mantle  Snowboards,  1159
Snowboards,  Dynamics  Sled  Manufacturing  and  Holly  Grail  Productions.  Mr.
Juniper's  responsibilities included all advertising concepts, design and layout
of advertisements, selection of models, photographers, cinematographers, graphic
artists,  photography  and coordination of media publication advertisements.  He
produced over 150 full-page color advertisements and editorials in both national
and  international  publications  in  a  twelve-month  period.  In addition, Mr.
Juniper  is a freelance photographer and has worked with action sports companies
including  Morrow  Snowboards,  Black Flys, Evol Casuals, Blond, Spare, Ezekiel,
Original  Sin  and  Rusty  Clothes.  Over  the  last  three and a half years Mr.
Juniper  has  acted as a director and vice president of marketing for Dita, Inc.
Mr. Juniper's duties at Dita as marketing director include development of annual
advertising  campaigns,  selection  of photographers, models, stylists, hair and
makeup  artists,  development  of  company  catalogs,  print  and  outdoor  ads,

                                       12
<PAGE>
selection  of  graphic  artists  and  development  of  all  mailers,  trade show
invitations,  public  relations  and  product  development  and  design.

     Section  16(a)  Beneficial  Ownership  Reporting  Compliance
     ------------------------------------------------------------

     There  was  no  person  who, at any time during the 2002 fiscal year, was a
director,  officer  or  beneficial  owner of more than ten percent of our common
stock,  and  who  failed  to  file on a timely basis reports required by Section
16(a)  of the 1934 Exchange Act during fiscal year 2002, as disclosed on Forms 3
and  4  and  amendments  thereto  furnished  to our company under the SEC's Rule
16a-3(c) during fiscal year 2002 and Forms 5 and amendments thereto furnished to
our  company  with  respect  to fiscal year 2002 and any written representations
furnished  to  our  company.

ITEM  10.     EXECUTIVE  COMPENSATION

     Set  forth  below  is  the aggregate compensation during fiscal years 2000,
2001 and 2002 of the chief executive officer of the Company.  During the period,
no  executive  officer  of  the  Company  received  compensation  that  exceeded
$100,000.
<TABLE>
<CAPTION>
                            Fiscal         Annual       Other
          Name               Year          Salary      Compensation
-------------------         ------         ------      ------------
<S>                          <C>           <C>            <C>
     Jeff  Solorio           2002          $43,200        None

     Troy  Schmidt           2002          $26,100        None

     Troy  Schmidt           2001          $45,000        None

     Troy  Schmidt           2000          $45,000        None
</TABLE>

     During the last three fiscal years, no executive officer of the company has
been  granted  stock  options  or  stock  appreciation  rights  and no executive
officer,  other  than its former president, Troy Schmidt, has been granted stock
in  exchange for services.  The company has no long-term incentive plan intended
to  serve  as  incentive  for performance to occur over a period longer than one
fiscal  year.

     Directors  of  the  company  receive  no compensation for their services as
directors.




                                       13
<PAGE>
ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  table  below  sets  forth, as of May 28, 2002, the number of shares of
common  stock  of the company beneficially owned by each officer and director of
the  company,  individually  and  as  a  group,  and by each person known to the
company  to  be  the  beneficial  owner  of more than five percent of the common
stock.

<TABLE>
<CAPTION>
                                           Number  of
                                           Shares  of
     Name  and  Address                   Common  Stock         Percent
     ------------------                   -------------         -------
<S>                                         <C>                   <C>
     Bendar  Wu                               650,000             20.7
     384  East  Shore  Road
     Great  Neck,  NJ  11024

     Jeff  Solorio                            576,000             18.3
     336  North  Sycamore  Avenue
     Los  Angeles,  CA  90036

     John  Juniper                            576,000             18.3
     336  North  Sycamore  Avenue
     Los  Angeles,  CA  90036

     Officers  and  Directors               1,802,000             57.3
     as  a  group  (3  persons)
-------------------------------
</TABLE>


Changes  in  Control

     There  are  no  arrangements which may result in a change in control of the
Company.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     We  buy  a  substantial  portion  of  our  inventory  from  Glance, Inc., a
manufacturing  company under the direction of and owned by Bendar Wu, a director
and  major stockholder of the Company.  Due to our lack of sufficient capital to
pay  for inventory and then warehouse it, Glance, Inc. manufactures our sunglass
orders in China, pays for the product when it arrives in the U.S. and warehouses
the  product  for  us  until  the  product  is  needed.

     When we need the product, we place orders for it with Glance.  Glance ships
the  product  to us and bills us net, 30 days for each invoice.  In exchange for
Glance's funding and warehousing these inventories, Glance charges us a premium.
This  premium  increases  our  cost  of  goods  sold from 20 to 30 percent above
industry  standard.  Our  purchases  from  Glance in fiscal year ended 2001 were

                                       14
<PAGE>
$166,430 and in fiscal year 2002 were $154,720. Our accounts payable and accrued
expenses  owed  to  Glance  at  fiscal year-end 2001 were $214,375 and at fiscal
year-end  2002  were  $262,325.  The interest rate we pay on outstanding payable
balances  to  Glance  is  fifteen  percent  a  year.

     Mr.  Bendar  Wu  advises  us that he has no economic interest in any of the
manufacturers  he  chooses  to  manufacture  sunglasses  or  frames.  He further
advises  us that his dealings with such manufacturers are at arm's length and do
not  involve  any rebate to him of the amounts paid them for their manufacturing
efforts.

     These  transactions  with Glance are as fair to us as we could make with an
unaffiliated party.  A leading manufacturer of eyewear advises us that we cannot
get  comparable  terms  anywhere.

     In 1997 we obtained $100,000 in equity capital from Bendar Wu, the chairman
of  our  board  of  directors  then and now.  He purchased 425,000 shares of our
common  stock  at a price of $0.24 a share.  At the time of the transaction, our
common  stock  was  trading  only  sporadically and in a price range of $0.25 to
$0.5625.  He  was given a discount from the market price due to the fact that he
was purchasing "restricted securities" and could not transfer them for value for
one  year.  We  could not have sold these securities to any other person we knew
at  that  time.

     In 1998 we obtained $200,000 in equity capital from Micky Dhillon, an owner
of  a  commodities market brokerage firm and a friend of two of our officers and
directors,  Jeff Solorio and John Juniper.  Mr. Dhillon purchased 400,000 shares
of  our  common  stock  at  a  price of $0.50 a share, which price was above the
prevailing  market  price.  Mr.  Dhillon  agreed  to  pay this premium under the
assumption  that  his  purchase of 400,000 shares in the open market would cause
the  stock  to  jump  to  a  price  far  higher  than  $0.50  a  share.

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

     The  following  exhibits  are  filed  as  part  of  this  Form  10-KSB:

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

          3          -    Articles  of  Incorporation  of  Dita,  Inc.*

          3.1        -    Bylaws  of  Dita,  Inc.*

         10          -    Dita,  Inc.  Distributor   Agreement  of  September 1,
                          1999, between Dita, Inc. and Levante, a representative

                                       15
<PAGE>

                          distributorship agreement of  the  Registrant**

     *     Previously  filed  with  Form  10-SB;  Commission  File  No. 0-27057,
           incorporated  herein  by  reference.

     **    Previously filed with Amendment No. 1 to Form 10-SB;  Commission File
           No.  0-27057,  incorporated  herein  by  reference.

(b)     Reports  on  Form  8-K

        None.































                                       16
<PAGE>
                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934,  the registrant caused this to be signed on its behalf by the undersigned,
thereunto  duly  authorized.

                                       DITA,  INC.



Date:  May  29,  2002                  By  /s/  Jeff  Solorio
                                           -------------------------------------
                                           Jeff  Solorio,  President

     In  accordance  with  the  Exchange Act, this report has been signed by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.



Date:  May  29,  2002                  /s/  Jeff  Solorio
                                       -----------------------------------------
                                       Jeff  Solorio,  Chief  Financial
                                       Officer,  Secretary  and  Director



Date:  May  29,  2002                  /s/  Bendar  Wu
                                       -----------------------------------------
                                       Bendar  Wu,  Director



Date:  May  29,  2002                  /s/  John  Juniper
                                       -----------------------------------------
                                       John  Juniper,  Director











                                       17