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, 2001

                                       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
405  of  Regulation  S-B  is  not
<PAGE>
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:  $1,063,653.

     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:  $961,850 computed by reference to the
$0.9425  average of the bid and asked price of the Company's Common Stock on May
25,  2001.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the latest practicable date: 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.



     2
     2






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

<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                     7
             Results  of  Operations                                       7
               Sales                                                       7
               Gross  Margin                                               8
               Selling,  General  and Administrative Expenses              8
               Net  Gain  From  Operations                                 9
               Net  Income  After  Tax                                     9
               Balance  Sheet  Items                                       9
               Liquidity  and  Outlook                                    10
               Possibility  of  a  Reverse  Acquisition  and
                    Reorganization                                        10

ITEM  7.     FINANCIAL  STATEMENTS                                        11

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
               ACCOUNTING  AND  FINANCIAL  DISCLOSURE                     12

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND
               CONTROL  PERSONS;  COMPLIANCE  WITH
               SECTION  16(A)  OF  THE EXCHANGE ACT                       12
               Section  16(a)  Beneficial  Ownership
                    Reporting  Compliance                                 14

ITEM  10.     EXECUTIVE COMPENSATION                                      14

                                        i
<PAGE>
ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS
                  AND  MANAGEMENT                                         15
              Changes  in  Control                                        16

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS          16

ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K                             17
             (a)     Exhibits                                             17
             (b)     Reports  on  Form  8-K                               17

Signatures                                                                18
                                       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  -  59%
          -     Canada  -  16%
          -     Japan  -  14%
          -     New  Zealand  and  Australia  -  11%.

     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
                                        2
<PAGE>
and  on  special  order.

     DISTRIBUTION  METHODS
     ---------------------

     We  distribute  our  products  through  independent  contractors:

     -     Planet  3  Australais,  in  New  Zealand  and  Australia;

     -     Levante,  in  Japan;

     -     Overdrive,  in  Canada;  and

     -     Kendra  Eastlake and Julia Gogosha, independent contracts 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,  Chanell  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  35  percent  of our sales are international sales and are divided
among two customers - Levante in Japan - 24 percent, and Overdrive in Canada - 6
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.

     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  eight  persons  full  time.  We  have  one  part-time employee.

     NEW  PRODUCTS
     -------------

     The  company  is  currently  researching  the  possibility  of purchasing a
license  from  an  action  sports  related  company  in  hopes  of producing and
distributing  their line of sunglass products in the aforementioned market.  The
company  will need a source of capital to finance a new license and currently we
have  not  identified  any  sources  for  said  capital.

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
                                -------  -------
    1998
   -------
<S>                  <C>       <C>       <C>
                     1st Qtr.   0.1875   0.1875
                     2nd Qtr.  0.21875   0.1875
                     3rd Qtr.  0.21875  0.15625
                     4th Qtr.   0.1563   0.1563

                                        5
<PAGE>

    1999
  -------
                     1st Qtr.   1.7500   0.0900
                     2nd Qtr.   1.0000   0.5000
                     3rd Qtr.   1.4375   1.0000
                     4th Qtr.   1.7500   1.2500

    2000
   -------
                     1st Qtr.    1.625     1.25
                     2nd Qtr.
                     3rd Qtr.
                     4th Qtr.

    2001
   -------
                     1st Qtr.
</TABLE>
     On  May  12,  2001 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  25,  2001 there were approximately 30  holders of
record  of  our  Common  Stock.  Some 810,150 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.

                                        6
<PAGE>
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 29,
2000:

<TABLE>
<CAPTION>



                                          Year  Ended

                                       2-28         2-29
                                       2001         2000
                                         ------  -------
<S>          <C>                      <C>         <C>
             Sales . . . . . .   . .  100.0%      100.0%
             Cost of sales . .      .  40.11       42.9
                                     ------      -------
             Gross margin. . . .    .  59.89      57.15
             Selling, general and
               administrative
               expenses. . . .      .  52.90       8.07
                                      ------     -------

            Non-Operating
             Income (expense). . .     (3.78)     (3.88)

            Net income (loss)
               before taxes. . .     .   3.21    (14.87)
</TABLE>

     SALES
     -----

     Sales  increased  to  $1,063,653 in the fiscal year ended February 29, 2001
from  $875,892  in the fiscal year ended February 28, 2000, an increase of 21.44
percent  or  $187,761.  The  increase  in  sales  in  attributed  to significant
increases  in  both  optical  and  department  store sales as well as a moderate
increase  in  International  sales.  Optical sales increased to $332,077 or 31.2
percent  of  total  sales  in  the  fiscal  year  ended February 29, 2001 - from
$258,361 or 29 percent of total sales in FY 2000, an increase of 28.5 percent or
$73,726.  Department  store sales increased to $113,562 or 10.7 percent of total
sales in the fiscal year ended February 29, 2001 - from $56,034.5 or 6.3 percent
of  total  sales  in  FY  2000, an increase of percent or $57,528. International
sales  increased  to  $371,837 or 35.0 percent of total sales in the fiscal year
ended  February  29,  2001  - from $346,441 or 39.1 percent of total sales in FY
2000,  an  increase  in  the  percentage  of totals sales of 4.1 percent with an
increase  in  actual  dollar  sales  of  $25,395.

     We  are  not  exposed  to  currency  risks with regard to our international
sales,  which  account  for  approximately  39.6  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

                                        7
<PAGE>
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 improved to $637,014 or 59.9 percent of sales, in fiscal year
2001  from  $500,557,  or  57.1  percent  of  sales,  in  fiscal  year  2000, an
improvement  of 2.80 percent.  This improvement is attributed to the negotiation
of  lower  product  cost  with  the  company's  major  supplier,  Glance,  Inc.

     SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES
     ------------------------------------------------

     Selling,  general  and  administrative  expenses  decreased  to $631,645 in
fiscal  year  2000, or 72.1 percent of sales, from $652,159 in fiscal year 1999,
or  73.9 percent of sales.  The decrease reflects a preponderance of significant
decreases  over  significant  increases  in  line  item  expenses,  as  follows:

Increases

     Sales  commissions  increased as a direct result of the increase in overall
sales.  Automobile expense increased as a result of increased automobile expense
reimbursement  paid  to  the  companies  President,  Director  of Operations and
Director of Marketing.  Freight out increased as a direct result of increases in
overall  sales.  Insurance costs increased due to increased property coverage as
a  result  of  a  new lease the company entered into in March 2000. In addition,
increased  inventory  coverage  was  required as a result of increased inventory
requirements necessary to accommodate increased sales. Office expenses increased
as  a result of materials required to accommodate additional direct mail pieces.
Repairs  and maintenance costs increased as a result of improvements and repairs
made to the company's new corporate office. A Rent increase occurred as a result
of  the  company's  move  to  a new corporate office in March 2000.  Research in
development costs increased as the company utilized a new prototyping and design
process for two new proposed designs.  The design / prototyping costs range from
$5,000  to  $9,000  per  design.

Decreases

     Advertising  and  promotions expense decreased significantly as the company
choose  not  to  do  any direct advertising in 2001.  Dita relied solely on free
editorials  in major fashion magazines obtained by its in-house marketing staff.
Photography  expense  also  decreased  as  the  company  did  not have a 2001 ad
campaign.

                                        8
<PAGE>
Bad debts decreased as the company had an overly abundant allowance for doubtful
accounts  to  accommodate any bad debts. Professional fees also decreased as the
company  did  not incur the legal expense in the fiscal year ended 2001 required
for  the  anticipated  sale  of  its public shell that it had in the fiscal year
ended  2000.

     NET  GAIN  FROM  OPERATIONS
     ---------------------------

     We  had  a net gain from operations in fiscal year 2001 of $74,313, or 6.99
percent  of  sales and $.02 a share of our common stock.  In fiscal year 2000 we
had  a  net  loss  from operations of ($95,630), or (10.92) percent of sales and
$0.03  a share of common stock. The net gain was mainly a result of two factors:
increases  in  optical, boutique and international sales categories as well as a
decrease  in  advertising  costs.

     NET  INCOME  AFTER  TAX
     -----------------------

     We  had  a  net  Income  after  tax  in fiscal year 2001 of $33,229 or 3.13
percent  of  sales and $.01 a share of our common stock.  In fiscal year 2000 we
had  a net (loss) after tax of ($131,088), or (14.97) percent of sales and $0.04
a  share  of  common  stock.  The net income was mainly a result of two factors:
increases  in  optical, boutique and international sales categories as well as a
decrease  in  advertising  costs.

     BALANCE  SHEET  ITEMS
     ---------------------

     Our current assets increased from $241,21 at the end of fiscal year 2000 to
$286,814  at the end of fiscal year 2001. An increase in accounts receivable was
the  main  factor that caused the above mentioned increase with an increase from
$60,283  at  the  end  of  fiscal  year 2000 to $97,147 in fiscal year 2001. The
increase  in  accounts  receivable was mainly a factor of increased sales.  Cash
was reduced from $17,234 in fiscal year 2000 to $10,061 in fiscal year 2001. The
decrease  in  is  mainly a result of pre-paid expenses paid in 2001 for the 2002
photo  shoot.   Prepaid  expenses were also increased from $1,697 in fiscal year
2000  to  $13,622  in  fiscal  year  2001.  Inventory,  however, remained fairly
constant.

     None  of  the  $165,984  in  inventory represented sales awaiting delivery.

     Accounts payable and accrued expenses increased from $283,783 at the end of
fiscal  year  2000  to  $294,553  at  the  end  of  fiscal  year  2001.

                                        0
<PAGE>
     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.

     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

                                       10

<PAGE>
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
                          ----------------------------


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, 2001 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,
2001  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
April  27,  2001



                                      F-1
<PAGE>
                                    DITA, INC
                                  BALANCE SHEET
                                FEBRUARY 28, 2001

<TABLE>
<CAPTION>



<S>                                                            <C>
                              ASSETS                                2001
                             --------                          ----------
  CURRENT ASSETS:
    Cash & cash equivalent. . . . . . . . . . . . . . . . . .  $  10,061
    Accounts receivable, net. . . . . . . . . . . . . . . . .     97,147
    Prepaid expenses. . . . . . . . . . . . . . . . . . . . .     13,622
    Inventory . . . . . . . . . . . . . . . . . . . . . . . .    165,984
                                                               ----------

      Total current assets. . . . . . . . . . . . . . . . . .    286,814

  PROPERTY AND EQUIPMENT, NET . . . . . . . . . . . . . . . .     71,894

  OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . . . .      3,609

                                                               ----------
                                                               $ 362,317
                                                               ==========


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

  CURRENT LIABILITIES:
    Accounts payable. . . . . . . . . . . . . . . . . . . . .  $ 287,723
    Accrued expense . . . . . . . . . . . . . . . . . . . . .      6,830
    Advance from officers . . . . . . . . . . . . . . . . . .     18,497
    Note payable-Bank . . . . . . . . . . . . . . . . . . . .     40,035
    Current  maturities of obligations under capital lease. .      6,782
                                                               ----------
      Total current liabilities . . . . . . . . . . . . . . .    359,867

  Note Payable - Long term. . . . . . . . . . . . . . . . . .     16,747
  Obligations under capital lease less current maturities . .      6,419

  COMMITMENTS

  STOCKHOLDERS' DEFICIT
    Common stock, $.001 par value;
    Authorized shares 10,000,000,
    3,142,530 shares issued and outstanding . . . . . . . . .     31,425
    Additional paid in capital. . . . . . . . . . . . . . . .    613,314
    Accumulated deficit . . . . . . . . . . . . . . . . . . .   (665,455)
                                                               ----------
      Total stockholders' deficit . . . . . . . . . . . . . .    (20,716)

                                                               ----------
                                                               $ 362,317
                                                               ==========

</TABLE>


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

                                      F-2


<PAGE>
                                    DITA, INC
                             STATEMENTS OF OPERATIONS
           FOR THE YEAR ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

<TABLE>
<CAPTION>


                                                     2001         2000
                                                  -----------  -----------
<S>                                               <C>          <C>
  NET SALES. . . . . . . . . . . . . . . . . . .  $1,063,653   $  875,892

  COST OF SALES. . . . . . . . . . . . . . . . .     426,639      375,335
                                                  -----------  -----------

  GROSS PROFIT . . . . . . . . . . . . . . . . .     637,014      500,557

  TOTAL OPERATING EXPENSES . . . . . . . . . . .     562,701      596,187
                                                  -----------  -----------
  INCOME/(LOSS) FROM OPERATIONS. . . . . . . . .      74,313      (95,630)

  Non-Operating Income (expense):
    Interest expense . . . . . . . . . . . . . .     (40,218)     (34,658)
    Interest income. . . . . . . . . . . . . . .          34          702
                                                  -----------  -----------
  INCOME/(LOSS) BEFORE INCOME TAXES. . . . . . .      34,129     (130,288)

  Provision for income tax . . . . . . . . . . .         800       800.00
                                                  -----------  -----------
  NET INCOME/(LOSS). . . . . . . . . . . . . . .  $   33,329   $ (131,088)
                                                  ===========  ===========

  BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF
                                                  -----------  -----------
      COMMON STOCK OUTSTANDING*. . . . . . . . .   3,142,530    3,142,530
                                                  ===========  ===========
                                                  -----------  -----------
  BASIC AND DILUTED NET INCOME/(LOSS) PER SHARE.  $     0.01   $    (0.04)
                                                  ===========  ===========

</TABLE>

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

                                      F-3
<PAGE>
                                   DITA, INC.
                        STATEMENT OF STOCKHOLDERS' DEFICIT
           FOR THE YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

<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 MARCH 1, 1999. . . . . . . . . . . .  3,142,530  $31,425  $    613,314     $(567,696)  $   77,043

  Net Loss for year ended February 29, 2000 . . .        -        -             -        (131,088)    (131,088)
                                                   ---------  -------  ----------------  ----------  ----------

  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)
                                                   =========  =======  ================  ==========  ==========

</TABLE>


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

                                      F-4



<PAGE>

                                    DITA, INC
                             STATEMENT OF CASH FLOWS
          FOR THE YEARS  ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

<TABLE>
<CAPTION>



<S>                                                                  <C>        <C>
                                                                         2001        2000
                                                                     ---------  ----------
  CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income (loss) . . . . . . . . . . . . . . . . . . . . . . .  $ 33,329   $(131,088)
    Adjustments to reconcile net income (loss) to net cash used in
    operating activities:
      Depreciation and amortization . . . . . . . . . . . . . . . .    17,402      22,158
      Provision for doubtful accounts . . . . . . . . . . . . . . .   (15,847)      8,458
      (Increase) / decrease in current assets:
        Accounts receivable . . . . . . . . . . . . . . . . . . . .   (21,017)      2,508
        Inventory . . . . . . . . . . . . . . . . . . . . . . . . .    (3,986)    (90,411)
        Prepaid Expense . . . . . . . . . . . . . . . . . . . . . .   (11,925)     18,405
      Increase / (decrease) in current liabilities:
        Accounts payable and accrued expense. . . . . . . . . . . .    (2,962)     74,207
                                                                     ---------  ----------
      Total Adjustments . . . . . . . . . . . . . . . . . . . . . .   (38,335)     35,325
                                                                     ---------  ----------
      Net cash used in operating activities . . . . . . . . . . . .    (5,006)    (95,763)
                                                                     ---------  ----------

  CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisition of property & equipment . . . . . . . . . . . . .   (20,963)     (2,759)
      Increase in other assets. . . . . . . . . . . . . . . . . . .      (213)       (963)
                                                                     ---------  ----------
      Net cash used in investing activities . . . . . . . . . . . .   (21,176)     (3,722)
                                                                     ---------  ----------

  CASH FLOWS FROM FINANCING ACTIVITIES:
      (Payment)/Advance from officers . . . . . . . . . . . . . . .    (4,977)    (13,057)
      (Payment)/Proceeds from note payable, bank. . . . . . . . . .    28,654       6,113
      Proceeds from note payable. . . . . . . . . . . . . . . . . .       -        16,747
      Payment on obligation under capital lease . . . . . . . . . .    (4,668)    (14,600)
                                                                     ---------  ----------
      Net cash provided by (used in) financing activities . . . . .    19,009      (4,797)
                                                                     ---------  ----------

  NET DECREASE IN CASH & CASH EQUIVALENT. . . . . . . . . . . . . .    (7,173)   (104,282)

  CASH & CASH EQUIVALENT, BEGINNING BALANCE . . . . . . . . . . . .    17,234     121,516
                                                                     ---------  ----------

  CASH & CASH EQUIVALENT, ENDING BALANCE. . . . . . . . . . . . . .  $ 10,061   $  17,234
                                                                     =========  ==========

</TABLE>

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

                                      F-5
<PAGE>
                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

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, 2001, 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.


                                      F-6
<PAGE>

                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

REVENUE  RECOGNITION

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.

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". SFAS No. 128
superseded  Accounting  Principles  Board  Opinion  No.15 (APB 15). Net loss per
share  for  all  periods  presented has been restated to reflect the adoption of
SFAS No. 128. 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. The implementation of this standard
did  not  have  any  impact  on  the  Company's  financial  statements.

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.

                                      F-7

<PAGE>
                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

COSTS  OF  START-UP  ACTIVITIES

In April 1998, the ASEC of AICPA issued SOP No. 98-5, "Reporting on the costs of
start-up  activities",  effective  for fiscal years beginning after December 15,
1998.  SOP 98-5 requires the costs of start-up activities and organization costs
to  be  expensed as incurred. The implementation of this standard did not have a
material  impact  on  the  Company's  financial  statements.

RESEARCH  AND  DEVELOPMENT

Expenditures  for  software  development  costs  and  research  are  expensed as
incurred.  Such  costs  are  required  to  be  expensed  until  the  point  that
technological  feasibility  is  established.  The  period  between  achieving
technological feasibility and the general availability of such software has been
short.  Consequently,  costs  otherwise  capitalizable  after  technological
feasibility  is  achieved are generally expensed because they are insignificant.


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.  Allowance  for bad debts as of February 28, 2001 and February 29, 2000,
was  $11,516  and  $27,363,  respectively.

ADVERTISING

The  Company expenses advertising costs as incurred. Advertising expense for the
years  ended  February  28,  2001  and  February 29, 2000 amounted to $5,191 and
$92,809,  respectively.

SEGMENT  REPORTING

During the years ended February 28, 2001 and February 29, 2000, the Company only
operated  in  one  segment  therefore segment disclosure has not been presented.

RECENT  PRONOUNCEMENTS

In  June  1998,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  ("SFAS")  No.  133  "Accounting for Derivative
Instruments  and  Hedging  Activities."  SFAS No. 133 establishes accounting and
reporting  standards  requiring  that  every  derivative  instrument  (including
certain  derivative  instruments embedded in other contracts) be recorded on the
balance  sheet  as either an asset or liability measured at its fair value. SFAS
No.  133  requires  that  changes  in  the derivative's fair value be recognized
currently  in  earnings  unless specific hedge accounting criteria are met. SFAS
No.  133,  as  amended by SFAS No. 137 and SFAS No. 138, is effective for fiscal
quarters  of  fiscal  years beginning after June 15, 2000. This statement is not
applicable  to  the  Company.

                                      F-8

<PAGE>
                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

In June 1999, the Financial Accounting Standards Board ("FASB") issued FINANCIAL
ACCOUNTING  STANDARDS  (SFAS)  NO.  136, "TRANSFER OF ASSETS TO A NOT-FOR-PROFIT
ORGANIZATION OR CHARITABLE TRUST THAT RAISES OR HOLDS CONTRIBUTIONS FOR OTHERS."
This  statement  is  not  applicable  to  the  Company.

In  June  1999,  the  FASB issued FINANCIAL ACCOUNTING STANDARDS (SFAS) NO. 137,
"ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES." The Company does
not  expect  adoption  of SFAS No. 137 to have a material impact, if any, on its
financial  position  or  results  of  operations.

In  June  2000,  the  FASB issued FINANCIAL ACCOUNTING STANDARDS (SFAS) NO. 138,
"ACCOUNTING  FOR  CERTAIN  INSTRUMENTS  AND  CERTAIN  HEDGING  ACTIVITIES." This
statement  is  not  applicable  to  the  Company.

In  June  2000,  the  FASB issued FINANCIAL ACCOUNTING STANDARDS (SFAS) NO. 139,
"RESCISSION  OF  FASB  STATEMENT NO. 53 AND AMENDMENTS TO STATEMENTS NO. 63, 89,
AND  121."  This  statement  is  not  applicable  to  the  Company.

In  September 2000, the FASB issued FINANCIAL ACCOUNTING STANDARDS SFAS NO. 140,
"ACCOUNTING  FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS
OF  LIABILITIES, AND A REPLACEMENT OF FASB STATEMENT NO. 125." This statement is
not  applicable  to  the  Company.

In  December  1999,  the  Securities  and Exchange Commission (the "SEC") issued
STAFF  ACCOUNTING  BULLETIN  ("SAB")  NO. 101, "REVENUE RECOGNITION IN FINANCIAL
STATEMENTS."  SAB  No. 101 summarizes the SEC's views on the application of GAAP
to  revenue recognition. In June 2000, the SEC released SAB No. 101B that delays
the implementation date of SAB 101 until no later than the fourth fiscal quarter
of  fiscal  year beginning after December 15, 1999. The Company has reviewed SAB
No.  101  and believes that it is in compliance with the SEC's interpretation of
Revenue  recognition.

In  March  2000,  the FASB issued INTERPRETATION NO. 44, "ACCOUNTING FOR CERTAIN
TRANSACTIONS  INVOLVING  STOCK  COMPENSATION." This Interpretation clarifies (a)
the  definition of employee for purposes of applying APB Opinion No. 25, (b) the
criteria for determining whether a plan qualifies as a no compensatory plan, (c)
the accounting consequence of various modifications to the terms of a previously
fixed  stock  option  or  award, and (d) the accounting for an exchange of stock
compensation  awards  in  a  business  combination.  The  adoption  of  this
Interpretation has not had a material impact on the Company's financial position
or  operating  results.

                                      F-9

<PAGE>

                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

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
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 a single source
for  the  supply of several components. Total purchases from the source amounted
to $166,430 in the year ended February 28, 2001. 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  year  ended  February 28, 2001 and to two customers for the years ended and
February 29, 2000 amounted to approximately $254,000 and $256,000, respectively.


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, 2001 and
February 29, 2001 consists of the following:
                                      F-10

<PAGE>

                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

<TABLE>
<CAPTION>

                                                                   2001      2000
                                                                 --------  --------
<S>                                                             <C>       <C>
                 Computer & software. . . . . . . . . . . . . .  $ 37,044  $ 34,939
                 Display cases. . . . . . . . . . . . . . . . .    73,054    73,854
                 Furniture and fixtures . . . . . . . . . . . .    25,617     9,670
                 Leasehold improvements . . . . . . . . . . . .     5,711     2,000
                                                                 --------  --------
                                                                  141,426   120,463
                 Less: accumulated depreciation & amortization.    69,532    52,130
                                                                 --------  --------

                 Property & Equipment (net) . . . . . . . . . .  $ 71,894  $ 68,333
                                                                 ========  ========

</TABLE>

4.    ADVANCES  FROM  STOCKHOLDERS:

This  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 $45,000 and is
unsecured.  As  of February 28, 2001, the line of credit had a remaining balance
of  $40,035.  Interest  paid  on  all corporate borrowings, exclusive of related
party  interest  and  other  bank interest amounted to $5,083 and $3,912 for the
years  ended  February  28,  2001  and  February  29,  2000,  respectively.


6.     OBLIGATION  UNDER  CAPITAL  LEASE:

The  Company  leases  computer  equipment,  lens  cutters, trade show booths and
mezzanines  under  the terms of a capital lease, which is secured by the related
equipment  costing  $57,387.  The  following  is  a  schedule by years of future
minimum  lease  payments  required  under  the capital leases, together with the
present  value  of  the  net  minimum  lease  payments:

<TABLE>
<CAPTION>

                                           February 28,    February 29,
                                             2001            2000
                                           -------------   ------------
<S>                                         <C>             <C>
                 Year ending:
                 February 28, 2001. . . .  $ 6,872         $16,241
                 February 28, 2002. . . .    6,419           1,628
                                           -------------   -------
                 Present value of minimum
                 lease payments . . . . .   13,291          17,869
                 Less current maturities.    6,872          16,241
                                           -------------   -------
                                           $ 6,419         $ 1,628
                                           =============   =======

</TABLE>

                                      F-11
<PAGE>

                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

Interest  expense  for  the  years ended February 28, 2001 and February 29, 2000
amounted  to  $4,603  and  $4,559,  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
$628,000,  at  February  28,  2001,  which  expires  through  2014. For State of
California  income tax purpose, the Company has net operating loss carryforwards
of  approximately  $625,000,  at February 28, 2001 and expires through 2004. 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,  2001  and  February  29,  2000  are  as  follows:

<TABLE>
<CAPTION>


                                         February 28,      February 29,
                                           2001              2000
                                         ------------      ------------
<S>                                      <C>             <C>
       Net operating loss carryforwards  $   251,300       $   272,000
       Allowance for bad debts. . . . .        4,600            11,000
       Valuation allowance. . . . . . .     (255,900)         (283,000)
                                         ------------      ------------
       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 29,
                                                          2001           2000
                                                      ------------   ------------
<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
Utilization of net operating loss carry forwards           (41)            39
                                                          --------       --------
Tax expense at actual rate . . . . . . . . . . .             -              -
                                                          ========       ========

</TABLE>


                                      F-12

<PAGE>
                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

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  year  ended  February  28, 2001 and February 29, 2000 was $166,430 and
$339,997,  respectively.  Accounts  payable and accrued expenses at February 28,
2001  and  February  29,  2000  include  $214,375  and  $229,807 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.

10.    NET  SALES

The  Company's  net sales to U.S. and international customers (Japan, Australia,
and  Canada)  for  the  years ended February 28, 2001 and February 29, 2000, are
summarized  as  follows:

<TABLE>
<CAPTION>

                                      2001            2000
                                  ---------         --------
<S>                               <C>               <C>
       United States              $  689,069        $552,191
       International                 374,584         323,701
                                  ----------        --------
                                  $1,063,653        $875,892
                                  ==========        ========
</TABLE>

11.    COMMITMENTS

The  Company  occupies  office space under lease agreements expiring on December
31,  2001. The lease requires the Company to pay for utilities, insurance, taxes
and  maintenance,  and  contains  renewal options. Total rent expense charged to
operations  was  $37,290  and  $28,375  in  the year ended February 28, 2001 and
February  29,  2000,  respectively.

Future  minimum  payments  relating  to  operating  leases  for 2002 amounted to
$30,600.

A  deposit  consisting  of  $3,060  was  paid  upon  signing  of  the  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 year ended February 28, 2001 &
February  29, 2000. The Company paid $40,218 and $34,658 for interest during the
years  ended  February  28,  2001  &  February  29,  2000,  respectively.


                                      F-13
<PAGE>

                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 28, 2001 AND FEBRUARY 29, 2000


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.


14.    SUBSEQUENT  EVENT:

The  Company is in the process of negotiating to sell its corporation to a third
party.  On  April  24, 2001, the Company signed a letter of intent to reorganize
through  a  reverse  merger  with  Global  Sports  Entertainment,  Inc.  and
Turfclub.com,  Inc.  Upon  completion  of  the  proposed  sale,  the  current
shareholders  of  Global  Sports  and Turfclub will own approximately 87% of the
Company's  outstanding  common shares. Upon completion of the proposed sale, the
Company will reorganize and continue to operate under a different entity. Dita's
current  management  will  own  the  sunglass  business  and  $300,000  will  be
contributed  by  Global Sports and Turfclub. The letter of intent expired on May
8,  2001.  However,  the  management  of  the  Company  intends  to  pursue  the
transaction.  The  transaction  is  subject  to approval by shareholders of both
companies  and  Securities  and  Exchange  Commission.


                                      F-14
<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 years or interim periods prior to February 15, 2001,
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 15, 2001, the directors' terms
of office and the period each director has served are set forth in the following
table:

<TABLE>
<CAPTION>





                                                                           Director's
<S>                               <C>                         <C>         <C>
                                                             Director         Term
      Person . . . . . . . . . .  Positions and Offices       Since        Expires
--------------------------------  --------------------------  -----
Bendar Wu, 55. . . . . . . . . .  Chairman of the Board        1996           2001
                                  of Directors

Troy Schmidt, 35 . . . . . . . .  President and Director       1996           2001

                                       12

<PAGE>

Jeff Solorio, 31 . . . . . . . .  Secretary, Director of       1996           2001
                                  Operations, and Director

John Juniper, 31 . . . . . . . .  Director of Marketing, and   1996           2001
                                  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.

     TROY  SCHMIDT.  For  five  years  prior to starting Dita, Inc., Mr. Schmidt
     -------------
managed  a  better  than  $53 million real estate portfolio owned by Ox Pierside
Corporation,  Haseko  Marina Development Inc., Shin-Ei Corporation and Echo Usa.
Mr.  Schmidt  has  extensive  experience  in  financial  management  including
budgeting,  accounting  and  cash  flow  management,  implementation  of expense
minimization procedures, collection and collection-related litigation, inventory
control,  financial  reporting  and  supervision  of  investment  and  operation
accounts.  Mr. Schmidt received a degree in business management with an emphasis
in  finance from Point Loma Nazarene College in 1990.  Over the last three and a
half  years Mr. Schmidt has acted as a director and president of Dita, Inc.  Mr.
Schmidt's responsibilities include financial management, supervision of the Dita
staff,  corporation  direction,  product,  pricing,  securing new investment and
alternative  sources  of  cash  flow  to  fund  growth,  overseeing  all company
operations,  product development and design, and management of both domestic and
international  sales.

     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.

                                       13
<PAGE>
     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,
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 2001 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 2001, 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 2001 and Forms 5 and amendments thereto furnished to
our  company  with  respect  to fiscal year 2001 and any written representations
furnished  to  our  company.

ITEM  10.     EXECUTIVE  COMPENSATION

     Set  forth  below  is  the aggregate compensation during fiscal years 1999,
2000 and 2001 of the chief executive officer of the Company.  During the period,
no  executive  officer  of  the  Company  received  compensation  that  exceeded
$100,000.

                                       14
<PAGE>
<TABLE>
<CAPTION>





<S>              <C>     <C>      <C>     <C>
                 Fiscal   Annual         Other
       Name      Year     Salary     Compensation
      ------   -------    ------      ------------

Troy Schmidt,    2001      $45,000       None
President
                 2000      $45,000       None

                 1999      $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  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.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  table  below  sets  forth, as of May 25, 2001, 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
<S>                                   <C>             <C>
                                       Shares of
 Name and Address                      Common Stock    Percent
----------------                     ------------   -----------

  Bendar Wu. . . . . . . . .           650,000         20.68
  384 East Shore Road
  Great Neck, NJ 11024

  Troy Schmidt . . . . . . .           320,000         10.18
  942 Alandale Avenue
  Los Angeles, CA 90036

  Jeff Solorio . . . . . . .           576,000         18.33
  336 North Sycamore Avenue
  Los Angeles, CA 90036

  John Juniper . . . . . . .           576,000         18.33
  336 North Sycamore Avenue
  Los Angeles, CA 90036

  Officers and Directors . .         2.122,000         67.52
  as a group (4 persons)
</TABLE>

                                       15
<PAGE>
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 2000 were
$337,122 and in fiscal year 2001 were $166,430. Our accounts payable and accrued
expenses  owed  to  Glance  at  fiscal year-end 2000 were $229,806 and at fiscal
year-end  2001  were  $214,375.  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.

                                       16
<PAGE>
     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:

<TABLE>
<CAPTION>





     Exhibit No.                               Description
     -----------                              ------------
<S>                                           <C>

          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
                              distributorship agreement of the
                              Regostramt**
</TABLE>
     *     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

     Form 8-K - Item 4.  Changes in Registrant's Certifying Accountant (SEC File
#0-27057)  filed  February  23,  2001.

     Amendment  No.  1 to Form 8-K - Item 4.  Changes in Registrant's Certifying
Accountant  (SEC  File  #0-27057)  filed  March  8,  2001.

     Amendment  No.  2 to Form 8-K - Item 4.  Changes in Registrant's Certifying
Accountant  (SEC  File  #0-27057)  filed  March  14,  2001.

                                       17
<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,  2001               By  /s/  Troy  Schmidt
                                      --------------------
                                Troy  Schmidt,  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,  2001               /s/  Troy  Schmidt
                                    ------------------
                              Troy  Schmidt,  Chief  Financial
                              Officer  and  Director



Date:  May  29,  2001               /s/  Bendar  Wu
                                    ---------------
                              Bendar  Wu,  Director



Date:  May  29,  2001               /s/  Jeff  Solorio
                                    ------------------
                              Jeff  Solorio,  Secretary  and  Director



Date:  May  29,  2001               /s/  John  Juniper
                                    ------------------
                              John  Juniper,  Director