U.S. SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                             FORM 10-KSB

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the fiscal year ended December 31, 2002    Commission File No. 333-4066

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

     For the transition period from           to           .

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

                Nevada                                    87-0554463
     State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization                     Identification No.)

    311 South State Street, Suite 460, Salt Lake City, Utah 84111
         (Address of principal executive offices)  (zip code)

Issuer's telephone number, including area code:  (801) 364-9262


    (Former name or former address, if changed since last report.)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Act:  None

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Issuer 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 no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of the Issuer'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. (Not applicable)                  [   ]

The Issuer's revenues for its most recent fiscal year.     $   -0-

As of February 24, 2003, the aggregate market value of voting stock held by
non-affiliates was approximately $ 76,615  . (See Item 5 herein).

The number of shares outstanding of the Issuer's common stock at December 31,
2002: 1,316,292

<PAGE>

                                PART I

ITEM 1.   DESCRIPTION OF BUSINESS

     (A)  BUSINESS DEVELOPMENT.

     Kayenta Kreations, Inc. (the "Company") was incorporated under the laws
of the State of Nevada on December 26, 1995.  In connection with its
organization, the President and founders of the Company contributed $8,000
cash to initially capitalize the Company in exchange for 800,000 shares of
Common Stock.

     The Company then registered a public offering of its securities to raise
funds from such offering with which to commence business operations.  The
Company filed with the Securities and Exchange Commission a registration
statement on Form SB-2, Commission File No. 333-4066, which became effective
October 21, 1996.  Pursuant thereto the Company sold 218,900 shares of its
common stock to the public at $.25 per share and raised gross proceeds of
$54,725.

     The offering was completed in February, 1997.  The Company then used the
net proceeds from this offering to provide the working capital necessary to
commence business operations.  However, the Company did not generate any
significant revenues from operations and is still considered a development
stage company.

     (B)  BUSINESS OF COMPANY.

     The Company was engaged in the business of producing and marketing
specialty children's coloring art books and art coloring pencils.  This
business was not successful and operations were eventually discontinued.  The
Company is not presently engaged in any significant business activities and
has no operations. Presently the Company's principal activity has been to
investigate potential acquisitions. However, the Company has not located any
suitable potential business acquisition and has no plans, commitments or
arrangements with respect to any potential business venture. There is no
assurance the Company could become involved with any business venture,
especially any business venture requiring significant capital.

EMPLOYEES

     The Company presently has no salaried employees, and does not presently
anticipate the need to hire employees.  The sole officer of the Company will
not be employed full time presently and will not receive a regular salary,
wage or other cash compensation for her time, unless and until the Company's
business operations develop to the point where a full time or other extensive
time commitment is required.

<PAGE>

ITEM 2.   PROPERTIES

     The Company presently has no office facilities but for the time being
will use the office address of Ms. Brenda White, its President, in Salt Lake
City, Utah, on a rent free basis as its principal business address.
Management does not intend to seek other office arrangements immediately, but
will seek such arrangements at such time in the future as the Company's
business requires more extensive facilities, which is not anticipated in the
immediate future.

ITEM 3.   LEGAL PROCEEDINGS.

     The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no action has been threatened by or against
the Company.

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

     No matter was submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.

                               PART II

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

     (A)  MARKET INFORMATION.

     The Company's public offering closed in February, 1997 and the Common
Stock of the Company was eligible for trading in the over-the-counter market
after that time.  The common stock is quoted under the symbol  "KKRI", but has
not been traded in the over-the-counter market except on a very limited and
sporadic basis. The following sets forth high and low bid price quotations for
each calendar quarter during the last two fiscal years that trading occurred
or quotations were available. Such quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions.

     Quarter Ended                 High                Low
     March 31, 2001                .35                 .03
     June 30, 2001                 .34                 .03
     September 30, 2001            .35                 .09
     December 31, 2001             .35                 .09

     March 31, 2002                .35                 .09
     June 30, 2002                 .09                 .09
     September 30, 2002            .55                 .19
     December 31, 2002             .55                 .27

<PAGE>

     (B)  HOLDERS.

     As of February 19, 2003, there were approximately 19 record holders of
the Company's Common Stock.

     (C)  DIVIDENDS.

     The Company has not previously paid any cash dividends on common stock
and does not anticipate or contemplate paying dividends on common stock in the
foreseeable future.  It is the present intention of management to utilize all
available funds for the development of the Company's business.  The only
restrictions that limit the ability to pay dividends on common equity or that
are likely to do so in the future, are those restrictions imposed by law.
Under Nevada corporate law, no dividends or other distributions may be made
which would render the Company insolvent or reduce assets to less than the sum
of its liabilities plus the amount needed to satisfy any outstanding
liquidation preferences.

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

     The Company was incorporated on December 26, 1995.  The Company has not
yet generated any significant revenues from operations and is considered a
development stage company.

     The Company has experienced losses from its inception.  The Company was
engaged in the business of producing and marketing specialty children's
coloring art books and art coloring pencils.  This business was not successful
and operations were eventually discontinued.  The Company has no operating
capital or income producing assets. In light of these circumstances, the
ability of the Company to continue as a going concern is substantially in
doubt.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Management believes their plans
will provide the corporation with the ability to continue in existence.
Management plans to maintain its filings and curtail operations and activities
to keep it in existence. This may  require additional advances from
stockholders to pay accounting and legal fees associated with its filings.

ITEM 7.   FINANCIAL STATEMENTS.

     See attached Financial Statements and Schedules.

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

     There are not and have not been any disagreements between the Company
and their accountants on any matter of accounting principles or practices or
financial statement disclosure.

<PAGE>

                               PART III

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

     (A)  IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS.

     The following table sets forth the sole director and executive officer
of the Company, her age, and all offices and positions with the Company.  A
director is elected for a period of one year and thereafter serves until his
or her successor is duly elected by the stockholders and qualifies.  Officers
and other employees serve at the will of the Board of Directors.

<TABLE>
<S>                      <C>  <C>              <C>
                              Term Served As   Positions
Name of Director         Age  Director/Officer With Company

Brenda White             44   Since February   President &
                              15, 2002         Secretary/Treasurer
</TABLE>

     Michelle Barlow resigned February 15, 2002, as the sole director and
executive officer of the Company, and appointed Brenda White to replace her.
Brenda White now serves as management of the Company.  A brief description of
her background and business experience is as follows:

     Brenda White serves as President, Secretary/Treasurer and Director of
the Company. She has been employed since 1995 as the secretary of Lynn Dixon,
a principal shareholder of the Company, and serves at his request. Ms. White
holds no directorships in any other company subject to the reporting
requirements of the Securities Exchange Act of 1934.

     (B)  IDENTIFY SIGNIFICANT EMPLOYEES.

     None other than the person previously identified.

     (C)  FAMILY RELATIONSHIPS.

     None

     (D)  INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

     Except as described herein above, no present officer or director of the
Company; 1) has had any petition filed, within the past five years, in Federal
Bankruptcy or state insolvency proceedings on such person's behalf or on
behalf of any entity of which such person was an officer or general partner
within two years of filing; or 2) has been convicted in a criminal proceeding
within the past five years or is currently a named subject of a pending
criminal proceeding; or 3)

<PAGE>

has been the subject, within the past five years,
of any order, judgment, decree or finding (not subsequently reversed,
suspended or vacated) of any court or regulatory authority involving violation
of securities or commodities laws, or barring, suspending, enjoining or
limiting any activity relating to securities, commodities or other business
practice.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The Issuer is not subject to the provisions of Section 16(a).

ITEM 10.  EXECUTIVE COMPENSATION.

     The sole officer/director is entitled to reimbursement of any out of
pocket expenses reasonably and actually incurred on behalf of the Company.
Presently, the officer only devotes a portion of her time to the affairs of
the Company.  She is not employed full time and does not receive a regular
salary, wage for her time, and will not unless and until the Company's
business operations develop to the point where a full time or other extensive
time commitment is required.  The Company presently has no formal employment
agreements or other arrangements or understandings with the officer regarding
the commitment of time or the payment of salaries or other compensation.
However, the officer is prepared to devote such time as may be necessary to
the development of the Company's business.  The amounts of compensation and
other terms of any full time employment arrangements with Ms. White would be
determined if and when such arrangements become necessary.

COMPENSATION OF DIRECTORS

     None

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

     The Company has not entered into any contracts or arrangements with any
named executive officer which would provide such individual with a form of
compensation resulting from such individual's resignation, retirement or any
other termination of such executive officer's employment with the Company or
its subsidiary, or from a change-in-control of the Company or a change in the
named executive officer's responsibilities following a change-in-control.

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

     The following table sets forth certain information with respect to the
beneficial ownership of the Company's common stock with respect to each
director of the Company, each person known to the Company to be the beneficial
owner of more than five percent (5%) of said securities, and all directors and
executive officers of the Company as a group:

<PAGE>


<TABLE>
<S>                       <C>       <C>                  <C>
                          Title of  Amount and Nature of Percent
Name and Address           Class    Beneficial Ownership of Class

Brenda White               Common         -0- shares       0%
311 S. State, #460
Salt Lake City, UT 84111

Michelle Barlow            Common     250,000 shares      19%
1020 Belmont Ave.
Salt Lake City, UT 84105

Eslie Barlow               Common     342,250 shares      26%
1354 S. 1000 W.
Salt Lake City, UT 84104

Lynn Dixon                 Common     505,142 shares      38%
311 S. State, #460
Salt Lake City, UT 84111

All officers and
directors as a             Common         -0- shares       0%
group (1 person)
</TABLE>

     The foregoing amounts include all shares these persons are deemed to
beneficially own regardless of the form of ownership.

CHANGES IN CONTROL

     Michelle Barlow and Eslie Barlow have pledged all shares beneficially
owned by them, in connection with a $100,000 loan from Lynn Dixon, to secure a
promissory note dated May 3, 2001, due in one year. In the event of a default
in the obligation secured by the pledge, an execution upon the pledge could,
at a subsequent date, result in a change in control of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company has entered into certain transactions with officers,
directors or affiliates of the Company which include the following:

     In connection with the organization of the Company, its founding
shareholders paid an aggregate of $8,000 cash to purchase 800,000 shares of
Common Stock of the Company.  Upon incorporation, $5,000 was initially
contributed in exchange for 500,000 shares of Common Stock.  Subsequently in
March of 1996, an additional $3,000 was contributed in exchange for 300,000
shares of Common Stock.

<PAGE>


     On February 27, 2002, additional common stock was issued to Lynn Dixon;
100,000 shares in exchange for $10,000 cash, and 130,142 shares in
cancellation of indebtedness totaling $13,014.17 of principal and accrued
interest. Also, 67,250 shares were issued to an entity controlled by Eslie
Barlow in cancellation of indebtedness totaling $6,179.64 of principal and
accrued interest. This increased the total issued and outstanding common stock
to 1,316,292 shares.

     It is contemplated that the Company may enter into certain transactions
with officers, directors or affiliates of the Company which may involve
conflicts of interest in that they will not be arms' length transactions.
These transactions include the following:

     The Company presently has no office facilities but for the time being
will use as its business address the office address of Ms. Brenda White on a
rent free basis, until such time as the Company may require more extensive
facilities and the Company has the financial ability to rent commercial office
space.  There is presently no formal written agreement for the use of such
facilities, and no assurance that such facilities will be available to the
Company on such a basis for any specific length of time.

     The Company has no formal written employment agreement or other
contracts with its President, and there is no assurance that the services and
facilities to be provided by Ms. White will be available for any specific
length of time in the future.  Ms. White anticipates devoting only a portion
of her time to the affairs of the Company.  If and when the business
operations of the Company increase and a more extensive time commitment is
needed, Ms. White is prepared to devote more time to the Company, in the event
that becomes necessary.  The amounts of compensation and other terms of any
full time employment arrangements with Ms. White would be determined if and
when such arrangements become necessary.

CONFLICTS OF INTEREST

     In addition to the conflicts of interest that are inherent in the
foregoing transactions, conflicts of interest may also arise from the fact
that the President and director of the Company will not be employed full time
and will have other activities and business interests, to which she will also
devote time and attention.  Inasmuch as the President will not receive any
regular salary or wage from the Company, at least initially, these other
activities include other employment or business activities.  These other
activities could give rise to a conflict with respect to certain operations of
the Company, particularly with respect to the amount of time management
devotes to the Company and to these other activities.

     A director of the Company owes fiduciary duties to the Company which may
conflict with these other interests.  The Company has not entered into any non
compete, confidentiality or similar agreements with the director.  The
fiduciary duties that directors owe to a Company include the duty not to
withhold from the Company, or appropriate, any corporate opportunity which the
Company may be able to exploit, the duty not to use for their personal benefit

<PAGE>

or the benefit of any other individual or entity any information not generally
known which they acquire through their association with the Company, and in
short, the duty to deal fairly with the Company.  The Company's current
director intends to submit to the Company any potential business she becomes
aware of which may constitute a corporate opportunity to the Company.  The
Company's policy is that all transactions between the Company and any
affiliates be on terms no less favorable to the Company than could be obtained
from unaffiliated parties.

INDEMNIFICATION

     The general corporation law of Nevada permits provisions in the
articles, by-laws or resolutions approved by shareholders which limit
liability of directors and officers for breach of fiduciary duty to certain
specified circumstances, namely, breaches of their duties of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, acts involving unlawful payment of dividends or unlawful
stock purchases or redemptions, or any transaction from which a director or
officer derives an improper personal benefit.  The Company's by-laws indemnify
its officers and directors to the full extent permitted by Nevada law.  The
by-laws with these exceptions eliminate any personal liability of an officer
or director to the Company or its shareholders for monetary damages for the
breach of fiduciary duty and therefore an officer or director cannot be held
liable for damages to the Company or its shareholders for gross negligence or
lack of due care in carrying out his or her fiduciary duties.  The Company's
Articles provide for indemnification to the full extent permitted under law
which includes all liability, damages and costs or expenses arising from or in
connection with service for, employment by, or other affiliation with the
Company to the maximum extent and under all circumstances permitted by law.
Nevada law permits indemnification if a director or officer acts in good faith
in a manner reasonably believed to be in, or not opposed to, the best
interests of the corporation.  A director or officer must be indemnified as to
any matter in which he or she successfully defends himself or herself.
Indemnification is prohibited as to any matter in which the director or
officer is adjudged liable to the corporation.  Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers, and controlling persons of the Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

     Except as disclosed in this item, in notes to the financial statements
or elsewhere in this report, the Company is not aware of any indebtedness or
other transaction in which the amount involved exceeds $60,000 between the
Company and any officer, director, nominee for director, or 5% or greater
beneficial owner of the Company or an immediate family member of such person;
nor is the Company aware of any relationship in which a director or nominee
for director of the Company was also an officer, director, nominee for
director, greater than 10% equity owner, partner, or member of any firm or
other entity which received from or paid the Company, for property or
services, amounts exceeding 5% of the gross annual revenues or total assets of
the Company or such other firm or entity.

<PAGE>

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

     (A)  EXHIBITS to this report are all documents previously filed which
are incorporated herein as exhibits to this report by reference to
registration statements and other reports previously filed by the Company
pursuant to the Securities Act of 1933 and the Securities Exchange Act of
1934.

     (B)  REPORTS ON FORM 8-K have not been filed during the last quarter of
the fiscal year ended December 31, 2002.

ITEM 14. CONTROLS AND PROCEDURES.

     The issuer's principal executive officer or officers and principal
financial officer or officers, or persons performing similar functions, are
responsible for establishing and maintaining disclosure controls and
procedures (as such term is defined in paragraph (c) of Rule 15d-14) for the
issuer and have:

     designed such disclosure controls and procedures to ensure that material
information relating to the issuer, including its consolidated subsidiaries,
is made known to them by others within those entities, particularly during the
period in which the periodic reports are being prepared;

     evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the report
(the "Evaluation Date").

     Based on their evaluation as of the Evaluation Date, their conclusions
about the effectiveness of the disclosure controls and procedures were that
nothing indicated:

     any significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record, process,
summarize and report financial data;

     any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal controls; or

     any material weaknesses in internal controls that have been or should be
identified for the issuer's auditors and disclosed to the issuer's auditors
and the audit committee of the board of directors (or persons fulfilling the
equivalent function).

     Changes in internal controls. There were no significant changes in the
issuer's internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

<PAGE>

                              SIGNATURES

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


Kayenta Kreations, Inc.



By:     /s/ Brenda White            Date:  February 24, 2003
     Brenda White, President and Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer


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



By:     /s/ Brenda White            Date:  February 24, 2003
     Brenda White, President and Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer






CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     The undersigned Chief Executive Officer and Chief Financial Officer
certify that this report fully complies with the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, and the information contained in
the report fairly presents, in all material respects, the financial condition
and results of operations of the Company.




Date:   February 24, 2003          by:   /s/ Brenda White
                                   Brenda White, Chairman



<PAGE>


                           CERTIFICATIONS*
I, Brenda White, certify that:
1. I have reviewed this annual report on Form 10-KSB of Kayenta Kreations,
Inc., the registrant;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.




Date:  February 24, 2003       /s/ Brenda White
                         Brenda White, Chairman
                    (Chief Executive Officer and Chief Financial Officer)

* Provide a separate certification for each principal executive officer and
principal financial officer of the registrant. See Rules 13a-14 and 15d-14.
The required certification must be in the exact form set forth above.


<PAGE>



Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non Reporting Issuers

No annual report or proxy statement has been sent to security holders.

<PAGE>













                      KAYENTA KREATIONS, INC.
                   (A Development Stage Company)

                        FINANCIAL STATEMENTS

           FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                WITH

                    INDEPENDENT AUDITOR'S REPORT


<PAGE>
                      KAYENTA KREATIONS, INC.
                   (A Development Stage Company)


                              CONTENTS


                                                                PAGE

  Independent Auditor's Report                                     1

  Balance Sheets, December 31, 2002 and 2001                       2

  Statements of Operations, for the years ended
       December 31, 2002 and 2001                                  3

  Statement of Stockholders' Equity, from inception
       to December 31, 2002                                      4-5

  Statements of Cash Flows, for the years ended
       December 31, 2002 and 2001                                  6

  Notes to Financial Statements                                  7-9





  <PAGE>











  Independent Auditor's Report

  Board of Director
  KAYENTA KREATIONS,  INC.
  Salt Lake City, Utah

  I have audited the accompanying balance sheets of Kayenta Kreations,
  Inc. (a development stage company) as of December 31, 2002 and 2001 and
  the related statements of operations, stockholders' equity and cash
  flows for the years then ended and from inception (December 26, 1995) to
  December 31, 2002.  These financial statements are the responsibility of
  the Company's management.  My responsibility is to express an opinion on
  the financial statements based on my audits.

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

  In my opinion, the financial statements referred to above present
  fairly, in all material respects, the financial position of Kayenta
  Kreations, Inc. (a development stage company) as of December 31, 2002
  and 2001 and the results of its operations and its cash flows for the
  years then ended and from inception (December 26, 1995) to December 31,
  2002, in conformity with accounting principles generally accepted in the
  United States of America.

  The accompanying financial statements have been prepared assuming that
  the Company will continue as a going concern.  As shown in the financial
  statements, the Company is in the development stage and has incurred a
  net loss of $6,559 for 2002 and has incurred net losses since inception.
  At December 31, 2002, the Company has $7,853 in assets.  These factors,
  and the others discussed in Note 5 raise substantial doubt about the
  Company's ability to continue as a going concern.  The financial
  statements do not include any adjustment relating to the recoverability
  and classification of recorded assets, or the amounts and classification
  of liabilities that might be necessary in the event the Company cannot
  continue in existence.


                                                 /s/David T. Thomson, P.C.


  Salt Lake City, Utah
  February 6, 2003


  <PAGE>

                       KAYENTA KREATIONS, INC.
                    (A Development Stage Company)

                            BALANCE SHEETS

                                ASSETS

                                               December 31,       December 31,
                                                   2002               2001
                                               ____________       ____________


CURRENT ASSETS
     Cash in bank                                   $7,853                $98
                                               ____________       ____________

          Total Current Assets                       7,853                 98
                                               ____________       ____________

TOTAL ASSETS                                        $7,853                $98
                                               ============       ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses           $314              $2,102
     Stockholders' advances                         4,000              17,640
     State franchise tax payable                      100                 100
                                               ____________       ____________

          Total current Liabilities                 4,414              19,842
                                               ____________       ____________

STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred stock; $.001 par value,
       5,000,000 shares authorized,
        no shares issued and outstanding                0                   0
     Common stock; $.001 par value,
       50,000,000 shares authorized,
       1,316,292 and 1,018,900 shares
       issued and outstanding respectively          1,316               1,019
     Capital in excess of par value                76,358              46,913
     Earnings (deficit) accumulated during
       the development stage                      (74,235)            (67,676)
                                               ____________       ____________

          Total Stockholders' Equity (Deficit)      3,439             (19,744)
                                               ____________       ____________

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $7,853                 $98
                                               ============       ============


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


                                 2
<PAGE>

                       KAYENTA KREATIONS, INC.
                    (A Development Stage Company)

                       STATEMENTS OF OPERATIONS

                                   For the        For the        Cumulative
                                   Year Ended     Year Ended     During the
                                   December 31,   December 31,   Development
                                       2002           2001          Stage
                                   __________________________________________


SALES
     Sales - net                       $  0           $  0         $  2,814
     Less cost of Sales                   0           (284)          (1,518)
                                   __________________________________________

          Gross Margin                    0              0            1,296
                                   __________________________________________

SELLING, GENERAL AND ADMINISTRATIVE
     Accounting and legal             5,955          5,795           27,070
     Amortization                         0              0              602
     General and administrative         290          1,825           33,373
     Depreciation                         0          1,514            9,610
                                   __________________________________________

          Total Selling, General
          and Administration          6,245          9,134           70,655
                                   __________________________________________

NET INCOME FROM OPERATIONS           (6,245)        (9,134)         (69,359)

OTHER INCOME (EXPENSE)
     Loss on asset disposal               0           (163)          (2,710)
     Interest income                      0              0              900
     Interest expense                  (314)        (1,545)          (2,668)
                                   __________________________________________

NET INCOME (LOSS) BEFORE
     INCOME TAXES                    (6,559)       (10,842)         (73,837)

Income tax (provision) benefit            0              0                0
                                   __________________________________________

NET INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE          (6,559)       (10,842)         (73,837)

Cumulative effect of accounting
change for organization costs             0              0             (398)
                                   __________________________________________

NET INCOME (LOSS)                   $(6,559)    $  (10,842)      $  (74,235)
                                   ==========================================

EARNINGS (LOSS) PER SHARE BEFORE
ACCOUNTING CHANGE                  $  (0.01)    $    (0.01)      $    (0.07)

CUMULATIVE EFFECT OF ACCOUNTING CHANGE    0              0                0
                                   __________________________________________

EARNINGS (LOSS) PER SHARE          $  (0.01)    $    (0.01)      $    (0.07)
                                   ==========================================

WEIGHTED AVERAGE SHARES OUTSTANDING 1,291,509    1,018,900        1,010,744
                                   ==========================================


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


                                 3

<PAGE>

                       KAYENTA KREATIONS, INC.
                    (A Development Stage Company)

                  STATEMENT OF STOCKHOLDERS' EQUITY

                                                                  Earnings
                                                                  (Loss)
                                                                  Accumulated
                                                       Capital in During the
                                         Common Stock   Excess of Development
                                         Shares  Amount Par Value  Stage
                                        _____________________________________

BALANCE, December 26, 1995 (Inception)          0  $   0      $  0      $  0

Shares issued to initial stockholders
  for cash December 26, 1995
  at $.01 per share                       500,000    500     4,500         0

Net income(loss)from December 26, 1995
  (inception) to December 31, 1995              0      0         0        (2)
                                        _____________________________________

BALANCE, December 31, 1995                500,000    500     4,500        (2)

Additional shares issued to initial
  stockholders for cash March 6, 1996
   at $.01 per share                      300,000    300     2,700         0

Capital contributed by officer
      and shareholder                           0      0        20         0

Net income (loss) for the year ended
  December 31, 1996                             0      0         0      (365)
                                        _____________________________________

BALANCE, December  31, 1996               800,000    800     7,220      (367)

Shares issued pursuant to a sale of
     common to the public for cash
     February 1997 at $.25 per share      218,900    219    54,506         0

Direct costs of offering                        0      0   (14,533)        0

Net income (Loss) for the year ended
     December 31, 1997                          0      0         0   (21,705)
                                        _____________________________________

BALANCE, December  31, 1997             1,018,900  1,019    47,193   (22,072)

Net income (Loss) for the year ended
     December 31, 1998                          0      0         0   (10,755)
                                        _____________________________________

BALANCE, December 31, 1998              1,018,900  1,019    47,193   (32,827)

Net income (Loss) for the year ended
     December 31, 1999                          0      0         0   (10,993)
                                        _____________________________________

BALANCE, December 31, 1999              1,018,900  1,019    47,193   (43,820)

Net income (Loss) for the year ended
     December 31, 2000                          0      0         0   (13,014)
                                        _____________________________________

BALANCE, December 31, 2000              1,018,900  1,019    47,193   (56,834)
                                        =====================================

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

                                 4

<PAGE>

                       KAYENTA KREATIONS, INC.
                    (A Development Stage Company)

                  STATEMENT OF STOCKHOLDERS' EQUITY

                                                                  Earnings
                                                                  (Loss)
                                                                  Accumulated
                                                       Capital in During the
                                         Common Stock   Excess of Development
                                         Shares  Amount Par Value  Stage
                                        _____________________________________

BALANCE, December 31, 2000              1,018,900 $1,019  $ 47,193  $(56,834)

Capital distributed on assets
     exchanged for debt                         0      0      (280)

Net income (Loss) for the year ended
     December 31, 2001                          0      0         0   (10,842)
                                        _____________________________________

BALANCE, December 31, 2001              1,018,900 $1,019  $ 46,913  $(67,676)

Shares issued for cash at
$.10 per share                            100,000    100     9,900         0

Shares issued to retire debt and
accrued interest at $.10 per share        197,392    197    19,545         0

Net income (Loss) for the year ended
     December 31, 2002                          0      0         0  $ (6,559)
                                        _____________________________________

BALANCE, December 31, 2002              1,316,292 $1,316  $ 76,358  $(74,235)
                                        =====================================

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

                                 5
<PAGE>

                     KAYENTA KREATIONS, INC.
                  (A Development Stage Company)

                     STATEMENTS OF CASH FLOWS

                                        For the      For the      Cumulative
                                        Year Ended   Year Ended   During the
                                        December 31, December 31, Development
                                            2002        2001        Stage
                                        _____________________________________

CASH FLOWS FROM OPERATING ACTIVITIES
     Cash from sales                        $  0        $  0      $  2,814
     Cash paid for organization costs          0           0        (1,000)
     Cash from interest                        0           0           900
     Cash paid for interest                    0           0           (80)
     Cash paid for supplies and employee
      services                            (6,245)     (7,712)      (62,360)
                                        _____________________________________

          Net Cash (Used) by Operating
           Activities                     (6,245)     (7,712)      (59,726)
                                        _____________________________________

CASH FLOWS FROM INVESTING ACTIVITIES
     Disposal(acquisition) of
      equipment - net                          0           0       (13,323)
                                        _____________________________________

          Net cash(Used) by Investing
           Activities                          0           0       (13,323)
                                        _____________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
     Sale of common stock                 10,000           0        72,725
     Direct offering costs                     0           0       (14,533)
     Contributed capital and stockholders'
      advances                             4,000       8,160        22,710
                                        _____________________________________

          Net Cash Provided (Used) By
           Financing Activities           14,000       8,160        80,902
                                        _____________________________________

NET INCREASE (DECREASE) IN CASH            7,755         448         7,853

CASH - BEGINNING OF PERIOD                    98        (350)            0
                                        _____________________________________

CASH - END OF PERIOD                     $ 7,853         $98       $ 7,853
                                        =====================================

RECONCILIATION OF NET INCOME TO NET CASH
  PROVIDED (USED) BY OPERATING ACTIVITIES

NET INCOME (LOSS)                        $(6,559)   $(10,842)     $(74,235)
                                        _____________________________________

Adjustments to reconcile net income(loss)
 to net cash provided(used) by operating
 activities
  Amortization of organization costs            0          0           602
  Cumulative effect of accounting change        0          0           398
  Depreciation                                  0      1,514         9,610
  Assets disposed or exchanged for
   debt - net                                   0          8         4,485
  Change in assets and liabilities
    Organization costs                          0          0        (1,000)
    Supplies                                    0         32             0
    Inventory                                   0        650             0
    Accounts payable                          314        926           314
    Franchise taxes payable                     0          0           100
                                        _____________________________________

          Total Adjustments                   314      3,130        14,509
                                        _____________________________________

NET CASH PROVIDED (USED) BY OPERATING
 ACTIVITIES                              $ (6,245)  $ (7,712)     $(59,726)
                                        =====================================

NON CASH TRANSACTIONS
 Common stock issued to retire debt      $ 17,640   $      0      $ 17,640
                                        =====================================


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

                                 6
<PAGE>

                      KAYENTA KREATIONS, INC.
                   (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS

  NOTE   1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization  -  The Company was organized under the laws of the
       State of Nevada on December 26, 1995, and has elected a fiscal
       year end of December 31st.  The Company was formed to engage in
       the business of producing and marketing a children's coloring art
       book depicting various aspects of life in the Southwestern and
       Western United States. On December 30, 2001, the directors and
       shareholders of the Company approved to discontinue all existing
       business operations and dispose of its remaining assets (see Note
       3). The Company will now begin to look for a business opportunity,
       merger or acquisition without regard to any specific industry or
       line of business.  Prior to this action, the Company was
       considered a development stage Company as defined in SFAS No 7.
       The Company, has at the present time, not paid any dividends and
       any dividends that may be paid in the future will depend upon the
       financial requirement of the Company and other relevant factors.

       Net income per Share  -  The computation of net income (loss) per
       share of common stock is based on the weighted average number of
       shares outstanding during the period presented.

       Organization Costs  -  The Company was amortizing its organization
       costs, which reflected amounts expended to organize the Company,
       over sixty (60) months using the straight-line method.  In 1998,
       the Accounting Standards Executive Committee (AcSEC) of the
       American Institute of Certified Public Accountants issued
       Statement of Position (SOP) 98-5, "Reporting on the Costs of
       Start-Up Activities." The SOP requires costs of start-up
       activities and organization costs to be expensed as incurred.
       During 1999, the Company adopted the SOP and recognized a charge
       for the cumulative effect of accounting change of  $398.

       Income Taxes  -  Due to losses at December 31, 2002 and 2001 no
       provision for income taxes has been made.  There are  no deferred
       income taxes resulting from income and expense items being
       reported for financial accounting and tax reporting purposes in
       different periods.

       Cash and Cash Equivalents  -  For purposes of the statement of
       cash flows, the Company considers all highly liquid debt
       instruments purchased with a maturity of three months or less to
       be cash equivalents.  At December 31, 2002 and 2001, the Company
       did not have non-cash investing activities but it did have non-
       cash financing activities that are explained in Note 3.

       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.

       Inventory  -  Inventories prior to disposition were stated at the
       lower of cost, determined by the First-in, First-out method, or
       market. Cost includes materials and conversion costs.

       Equipment and displays  -  Equipment and displays prior to
       disposition were recorded at cost. The Company used the straight
       line method of computing depreciation for financial reporting
       purposes and generally uses accelerated methods for income tax
       purposes. The estimated lives of the equipment and displays were 5
       to 7 years.


                                 7

<PAGE>

                      KAYENTA KREATIONS, INC.
                   (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS

  NOTE   2  -  COMMON STOCK TRANSACTIONS

       The Company was formed through the issuance of 800,000 shares of
       common stock for $8,000.

       During February 1997, the Company completed an offering of stock
       to the public at a price of $.25 per share. The Company sold
       218,900 shares for a total of $54,725. The direct costs of the
       offering were $14,533.  During February 2002, the Company sold
       100,000 restricted shares of it common stock at a price of $.10
       per share to an existing stockholder for a total of $10,000. The
       Company also issued 197,392 restricted shares of its common stock
       to related parties to satisfy debt at a price per share of $.10.
       (See Note 3).

  NOTE   3  -  RELATED PARTY TRANSACTIONS

       The Company is using the office of a shareholder as its office on
       a rent free basis.  The rent is of nominal value.  As of December
       31, 2002 and 2001 no compensation has been paid or accrued to any
       officers or directors of the Corporation.

       Certain stockholders of the Company have advanced funds on a
       short-term basis.  The advances carry interest at 10% per annum
       and are unsecured.  The advances and interest are to be repaid as
       soon as possible by the Company.  The total amounts advanced at
       December 31, 2002 and 2001 is $4,000 and $17,640 respectively.

       On December 30, 2001, upon approval by directors and shareholders,
       the Company discontinued all existing business operations and sold
       its remaining assets, having a net book value of $1,499 to an
       officer and stockholder in exchange for cancellation of a loan and
       accrued interest owed to the officer and stockholder in the total
       amount of $1,219.  The assets were assigned, sold and transferred
       to the officer in satisfaction of the debt.  The difference
       between the net book value of the assets and the amount of the
       debt was $280 and has been recorded as a capital distribution in
       the financial statements.

       During February 2002, the Company's sole director approved the
       issuance of 197,392 restricted shares of its common stock to pay
       advances and accrued interest on the advances.  The amount of debt
       and accrued interest satisfied by the issuance of the common stock
       was $19,742.  The debt was owed to stockholders of the Company.
       The principal and interest owed to them was calculated through
       December 31, 2001.  The stockholders agreed to forgive any
       interest accrued since December 31, 2001, and the issuance of
       stock constituted payment in full to the lenders.

  NOTE   4  -  INCOME TAXES

       The income tax provision consists of the following:

                                                         2002          2001

    Current income taxes payable                     $       -     $       -
    Deferred tax liability(benefit)- net of allowance        -             -

                                                     $       -     $       -

       Prior to the disposition of fixed assets the income tax provision
       differed from the expense that would result form applying federal
       statutory tax rates to income before income taxes because of
       differences of depreciation expense between book and tax.


                                 8

<PAGE>

                      KAYENTA KREATIONS, INC.
                   (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS

  NOTE   4  -  INCOME TAXES - CONTINUED

       At December 31, 2002 and 2001, the Company had net federal
       operating losses (NOL) of $71,493 and $64,934 respectively which
       can be carried forward to offset operating income. The NOL will
       expire as shown below. Valuation allowances of $12,874 and $11,234
       respectively, have been established for deferred tax assets.  The
       change in the NOL allowances for 2002 and 2001 was $1,640 and
       $2,798. The net operating losses expire as follows:

                Year of
               Expiration          Amount
                    2010          $     2
                    2011          $   365
                    2012          $21,836
                    2018          $11,556
                    2019          $10,349
                    2020          $11,183
                    2021          $ 9,643
                    2022          $ 6,559

  NOTE   5  -  GOING CONCERN

       The company has experienced losses of $6,559 and $10,842 in 2002
       and 2001 and has experienced losses from its inception.  The
       Company has limited operating capital and no income producing
       assets and again sustained losses during its development stage. In
       light of the above circumstances, the ability of the Company to
       continue as a going concern is substantially in doubt.  The
       financial statements do not include any adjustments that might
       result from the outcome of this uncertainty.

       Management believes their plans will provide the corporation with
       the ability to continue in existence.  Management plans to
       maintain its filings and corporate good standing and existence but
       has ceased operations. This may require additional advances from
       stockholders or the sale of its common stock to pay accounting and
       legal fees associated with its filings.  Management believes it
       has resources currently available to maintain the entity as a
       going concern.

  NOTE   6  -  ADVERTISING

       The Company expenses advertising costs as they are incurred.
       There were no amounts paid for advertising for the years ended
       December 31, 2002 and 2001.











                                 9

<PAGE>