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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
 ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended DECEMBER 31, 2002
                        Commission file number: 333-95549

                             HEAVENEXPRESS.COM, INC.
                             -----------------------

        (Exact name of small business issuer as specified in its charter)


                               Florida 65-0974212
                      ----------------- -------------------
                 State or other jurisdiction of I.R.S. Employer incorporation or
                organization Identification No.


               2531 S.E. 14th Street, Pompano Beach, Florida 33062
               ---------------------------------------------------
                     (Address of principal executive office)

                                 (954) 782-4547
                                 --------------
                 (Issuer's telephone number including area code)

                             (All communications to)
                         GreenTree Financial Group, Inc.
                           C/O Robert C. Cottone, CPA
                            555 South Powerline Road
                          Pompano Beach, Florida 33069
                                  (954)975-9601

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. [ X]Yes [ ] No Check
if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[ ]

State issuer's revenues for its most recent fiscal year. $0. We had no revenues
during our fiscal year ended December 31, 2002. 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. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) NOT
APPLICABLE

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Not
Applicable

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ]Yes [ ] No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date. As of December 31, 2002, we had 8,116,000 shares of our common
stock issued and outstanding.

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; (2) 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 listed documents should be clearly described for
identification purposes (e.g., annual report to security holders for fiscal year
ended December 24, 1990). Form Sb-2 Registration Statement as incorporated in
Part I of this Form 10KSB.

Transitional Small Business Disclosure Format (Check one): Yes ____; No X
<PAGE>

                                     PART I


CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING INFORMATION

     The  discussion  contained in this 10-KSB under the Securities Exchange Act
of  1934, as amended, contains forward-looking statements that involve risks and
uncertainties. The issuer's actual results could differ significantly from those
discussed  herein.  These  include  statements  about our expectations, beliefs,
intentions  or  strategies for the future, which we indicate by words or phrases
such  as  "anticipate,"  "expect,"  "intend," "plan," "will," "we believe," "the
Company  believes,"  "management believes" and similar language, including those
set forth in the discussion under "Description of Business," including the "Risk
Factors" described in that section, and "Management's Discussion and Analysis or
Plan of Operation" as well as those discussed elsewhere in this Form 10-KSB.  We
base  our  forward-looking  statements on information currently available to us,
and  we  assume no obligation to update them.  Statements contained in this Form
10-KSB  that  are  not  historical facts are forward-looking statements that are
subject to the "safe harbor" created by the Private Securities Litigation Reform
Act  of  1995.

ITEM 1. DESCRIPTION OF BUSINESS.

We were incorporated in the State of Florida on December 8, 1999.

Our Board of Directors unanimously approved a forward stock split of our common
stock at a ratio of four (4) shares for every one (1) share held which became
effective on February 22, 2002. Prior to the split, we had 2,029,000 shares of
Common Stock outstanding. After the split, we had 8,116,000 shares of common
stock issued and outstanding.

We increased our authorized capital shares in proportion to the forward stock
split After the split, our authorized capital stock consists of 200,000,000
shares of common stock. Our authorized capital stock prior to the split was
50,000,000.

We have not been involved in any bankruptcy, receivership or similar proceeding.

We have not been involved in any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.

PRINCIPAL PRODUCTS, SERVICES AND THEIR MARKETS.

We are a development stage company with no revenues to date. We own and operate
a website located at www.heavenexpress.com which became operational on May 21,
2000.

In September 2001, our management decided that our website should be redesigned
and reformatted to accomplish the following goals: o Create a user-friendly
environment; o Create an aesthetically pleasing website; and o Create an
organizational format to the website that offers users a more organized product
and service description.

To accomplish the above goals, management plans to locate computer consultants
to design and upgrade our website. We have not yet located consultants to
perform these services. Until we locate and retain such consultants, we will
continue to conduct our operations with our originally formatted website. We
expect that our new website will be operational by September, 2002; however,
there are no assurances that we will be successful in meeting this goal.

Our new updated website will include the following general categories and
related sub-categories: Retail Products (General Category) with the following
sub-categories:

o Burial vaults;
o Garments;
o Caskets;
o Monuments;
o Urns;
o Flowers;
o Sympathy gifts;
o Cards;
o Stone and bronze memorials; and
o Books.

Interactive Programs (General Category) with the following sub-categories:

o Pre-recorded messages to play at funerals;
o Live funeral receptions for those unable to attend the funeral in person;
o Live wake services for those unable to attend the service in person; and
o Live receptions for those unable to attend the reception in person.

Funeral Services (General Category) with the following sub-categories:

o Traditional funeral arrangements;
o Theme funeral arrangements (such as parades); and
o Denominational funeral arrangements.

Educational Content (General Category) with the following sub-categories:

o Quality of various memorial and funeral products and services, such as the
different types of wood, metal, bronze and copper caskets;
o Laws and consumer rights pertaining to the funeral and memorial industry;
o Customs and etiquette regarding funeral attendance and appropriate charitable
contributions in memory of the deceased, sympathy card content, expressing
personal thoughts, and considerations pertaining to various religions; and
o Legal ramifications and advantages and disadvantages of pre-paid funeral
arrangements.

Information and Services (General Category) with the following sub-categories:

o Cemetery information;
o Plot maps;
o Surveys of memorial properties;
o Directory of funeral home services;
o Locations of burial plots according to geographic location; and

o On-line memorials, obituaries, holiday memorials, military memorials, and
public figure memorials.

Within each sub-category above, the user will be able to link to various sites
that retail that type merchandise. For instance, if a user wishes to click on
"Caskets" under the general category "Retail Products," they will then view a
page that contains a listing of all caskets that we offer through various casket
manufacturers and retailers. In addition, within each sub-category listed above,
the user will be able to obtain particular information pertaining to each
sub-category.

Our new website will also contain:

o A "print function" that will print substantive information from linked
retailer websites while omitting images and pictures;
o An "E-mail function" enabling users to automatically E-mail linked retailer
websites to other E-mail addresses;
o An "advertiser" management system to simplify the addition, removal, and use
of links from different sources; and
o A new professional logo, color scheme, and navigation layout to the website to
improve awareness of our website

We expect that all of the above described aspects of our new website will be
operational by September 30, 2002.

ADDITIONAL SOURCES OF REVENUE.

Our President plans to seek the following potential sources of revenues from
various establishments upon completion of our new website by contacting and
establishing relationships and/or agreements with funeral homes, online
obituaries, vendors of memorial products or related businesses:

o Referral fees by referring business to these entities from business leads
obtained from contact with our website;
o Advertising fees from advertising these businesses on our website;
o Establishing relationships with vendors of memorial products that will sell
their products through our website; and
o Establishing links with other third party vendors of memorial-based products,
in which the third party vendors will provide us with a commission from third
party e-commerce transactions.

TESTIMONIALS.

We also plan to include testimonials obtained from our customers on our website
to demonstrate the quality of our service.

ADVERTISING.

We plan to obtain small advertisements in trade magazines. Initially, we plan to
advertise in local written publications in the South Florida area.

Our existing cash and future commission-based revenues may be insufficient to
fund our operations. Accordingly, if our revenues are insufficient to meet our
needs, our president/director or director plans to loan us funds to conduct our
operations; however, we have no agreement with our president/director or
director to do so and they are under no obligation to loan us funds. Moreover,
there are no assurances that our president/director or director will have
sufficient funds to make these loans. Accordingly, there are no assurances that
we will receive loans from our president/director or director. We have no
compensation agreements to our president/director or director in connection with
any loans that either may provide to us. If our president/director or director
is unable or unwilling to make loans to us necessary to implement our continuing
plan of operations, we will need additional financing through traditional bank
financing or a debt or equity offering; however, because we are a development
stage company with little operating history and a poor financial condition, we
may be unsuccessful in obtaining such financing or the amount of the financing
may be minimal and therefore inadequate to implement our continuing plan of
operations. Accordingly, there can be no assurance that we will be able to
obtain financing on satisfactory terms or at all, or raise funds through a debt
or equity offering. In addition, if we only have nominal funds by which to
conduct our operations, we may have to curtail advertising or be unable to
conduct any advertising, both of which will negatively impact development of the
HeavenExpress.com name and reputation and our potential revenues.

                                        2

<PAGE>
DISTRIBUTION.

We plan to distribute products and services solely through our website. Product
delivery and final service arrangements will be handled through third party
retailers.

STATUS OF ANY NEW PUBLICLY ANNOUNCED PRODUCT OR SERVICE.

We currently have no publicly announced products or services.

COMPETITION.

Our operations will generally encounter competition in markets in which we plan
to operate. Some of the factors affecting competitiveness in this industry are:
o Location;
o Reputation;
o Heritage;
o Competitive pricing;
o Professional service; and
o Attractiveness of facilities.

Many companies have increasingly used the sale of pre-need funeral products and
services and cemetery property as a marketing tool. Additionally, a significant
majority of death care operators consists of small, family-owned businesses that
control one or more funeral homes or cemeteries in a single community. Heritage
and tradition afford an established funeral home or cemetery or a local
franchise the opportunity for repeat business. In addition, an established
firm's backlog of pre-need, pre-funded funerals or pre-sold cemetery and
mausoleum spaces also makes it difficult for new entrants to gain entry into the
marketplace. As such, we will be at a competitive disadvantage.

We face intense competition from a number of competitive forces, as follows:

o Sale of pre-need funeral products and services and cemetery property by
established companies;
o Small, family-owned businesses that control one or more funeral homes or
cemeteries in a single community; and
o Established funeral home businesses.

These businesses have the following competitive advantages over our business:

o Established distribution networks;
o Agreements with third parties;
o Operating histories;
o Broad customer base; and
o Advertising plan and network.

We will be at a competitive disadvantage because:

o The public may not accept our business model of selling memorial products via
the Internet;
o The public may not accept the impersonal nature of our memorial-based
business;
o The public may not accept that they will be unable to conduct an on-site
examination of our products; and
o We have no operational history and lack brand name recognition.

The electronic commerce market is relatively new, rapidly evolving and intensely
competitive. We will compete with a variety of other companies.

We will compete with retail locations for sources of supply and customer bases.
We must compete with other companies that have substantially more resources and
revenues. In addition, large chain funeral homes are an increasing industry
force and often have financing abilities. We do not plan to provide financing to
the public. There can be no assurance that we will be able to effectively
compete with companies that offer such additional services. Our inability to
compete effectively will have a materially adverse affect on our business
operations and financial condition.

Competitors have established or may establish cooperative relationships among
themselves or directly with retailers to obtain exclusive or semi-exclusive
sources of products. Accordingly, it is possible that new competitors or
alliances among competitors and retailers may emerge and rapidly acquire market
share. In addition, manufacturers might elect to liquidate their products
directly.

Our ability to compete effectively will depend upon the following factors:

o Our ability to form strategic alliances with retailers and owners of other
websites;
o Our ability to generate traffic on our website by increasing awareness of our
site;
o Our need to attract and retain customers at a reasonable cost;
o Whether we are able to institute a reliable and efficient system that
processes customer transactions in which we may have to rely upon third parties;
and
o Our ability to compete against traditionally used physical retail locations
that sell memorial products and services.

SOURCES AND AVAILABILITY OF RAW MATERIALS.

Our business does not rely upon raw materials. Our third party vendors will
obtain any such materials.

DEPENDENCE ON CUSTOMERS.

Although we do not expect to become dependent on a single or small number of
customers, there are no assurances that we will not become so dependent.

INTELLECTUAL PROPERTY.

We have no patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts.

GOVERNMENT REGULATION AND APPROVALS.

We currently are unaware of any required government approvals of our principal
products or services. However, due to the increasing popularity and use of the
Internet, a number of laws and regulations may be adopted regarding the Internet
covering issues such as user privacy, pricing, and characteristics and quality
of products and services. Furthermore, the growth and development of the market
for Internet commerce may prompt calls for more stringent consumer protection
laws that may impose additional burdens on those companies conducting business
over the Internet. The adoption of any additional laws or regulations may
decrease the growth of the Internet, which, in turn, could decrease the demand
for our Internet products and services and increase our cost of doing business
or otherwise have an adverse affect on our business, operations and financial
condition. Moreover, the applicability to the Internet of existing laws in
various jurisdictions governing issues, such as sales tax, libel and personal
privacy is uncertain and may take years to resolve. In addition, as our products
and services are available over the Internet in multiple states, and as we plan
to sell to numerous consumers residing in such states, such jurisdictions may
claim that we are required to qualify to do business as a foreign corporation in
each such state and foreign country. We are qualified to do business only in
Florida, and our failure to qualify as a foreign corporation in a jurisdiction
where we are required to do so could subject us to taxes and penalties for the
failure to qualify. Any such existing or new legislation or regulation,
including state sales tax, or the application of laws or regulations from
jurisdictions whose laws do not currently apply to our business, could have a
materially adverse affect on our business, results of operations and financial
condition.

RESEARCH AND DEVELOPMENT.

We have not spent any funds on research and development of our website.

COST OF COMPLIANCE WITH ENVIRONMENTAL LAWS.

Our business does not involve the emission of pollutants or other substances
that may be harmful to the environment. Accordingly, we do not estimate
incurring any costs for compliance with environmental laws.

EMPLOYEES.

We currently have no full-time employees. Charles Scheuerman, a director, is our
only employee. From our inception, Mr. Scheuerman spent approximately between 5
and 10 hours per week on his duty as executive officer. Mr. Scheuerman will
continue to spend approximately between 5 and 10 hours per week. We have no
collective bargaining agreements or employment agreements in existence. Charles
Scheuerman participates in the running of HeavenExpress.com on a part-time
basis, as needed, without cash compensation. Over the next twelve months, we do
not plan to add any additional employees.

ITEM 2. DESCRIPTION OF PROPERTY.

We currently operate out of 200 square feet of space located at 2531 S.E. 14th
Street, Pompano Beach, Florida 33062, which is the personal residence of Mr.
Charles Scheuerman, our vice president. Our telephone number is (954) 782-4547.

We do not own any property or intend to have any property in the future. We do
not intend to renovate, improve or develop properties. We are not subject to any
competitive conditions for property and currently have no property to insure. We
have no policy with respect to investments in real estate or interests in real
estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate activities.

ITEM 3. LEGAL PROCEEDINGS.

To the best of our knowledge, we are not a party to any pending legal
proceeding. We are not aware of any contemplated legal proceeding by a
governmental authority in which we may be involved.

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

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



<PAGE>
                                     PART II

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

There is no established public trading market for our securities. Management has
not discussed market making with any market maker or broker dealer. No market
exists for our securities and there is no assurance that a regular trading
market will develop, or if developed will be sustained. A shareholder in all
likelihood, therefore, will not be able to resell his or her securities should
he or she desire to do so when eligible for public resales. Furthermore, it is
unlikely that a lending institution will accept our securities as pledged
collateral for loans unless a regular trading market develops. We have no plans,
proposals, arrangements or understandings with any person with regard to the
development of a trading market in any of our securities. None of our common
stock is subject to outstanding options or warrants to purchase our shares. We
have no preferred stock outstanding. There is no common equity of our Company
being offered pursuant to an employee benefit plan.

There are 8,116,000 shares of our common stock outstanding, all of which are
restricted securities. Of these outstanding shares, there are 7,800,000 shares
held by affiliates. The remaining 316,000 shares of common stock are held by
non-affiliates. The restricted securities as defined under Rule 144 of the
Securities Act of 1933 may only be sold under Rule 144 or otherwise under an
effective registration statement or an exemption from registration, if
available. Rule 144 generally provides that an affiliate, including directors,
officers and control shareholders, who has satisfied a one-year holding period
for the restricted securities may sell, within any three-month period subject to
certain manner of resale provisions, an amount of restricted securities which
does not exceed the greater of 1% of a company's outstanding common stock or the
average weekly trading volume in such securities during the four calendar weeks
prior to such sale. Sales under Rule 144 must also be made without violating the
manner-of-sale provisions, notice requirements, and the availability of public
information about us. A sale of shares by such security holders, whether under
Rule 144 or otherwise, may have a depressing effect upon the price of our common
stock in any market that might develop.

PENNY STOCK CONSIDERATIONS.

Broker-dealer practices in connection with transactions in penny stocks are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00. Penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. Our shares may someday be subject to such penny stock rules
and our shareholders will, in all likelihood, find it difficult to sell their
securities.

No market exists for our securities and there is no assurance that a regular
trading market will develop, or if developed will be sustained. A shareholder in
all likelihood, therefore, will not be able to resell the securities referred to
herein should he or she desire to do so. Furthermore, it is unlikely that a
lending institution will accept our securities as pledged collateral for loans
unless a regular trading market develops. There are no plans, proposals,
arrangements or understandings with any person with regard to the development of
a trading market in any of our securities.

As of the date of the year-end December 31, 2002, we had 35 holders of record of
our common stock. We currently have one class of common stock outstanding and no
preferred shares outstanding.

DIVIDENDS.

We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying such dividends in the foreseeable future. We plan
to retain any future earnings for use in our business. Any decisions as to
future payment of dividends will depend on our earnings and financial position
and such other factors, as the Board of Directors deems relevant. Item 6. Plan
of Operation.
                                        5

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

FORWARD-LOOKING STATEMENTS.

This report on Form 10KSB contains forward looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The words or phrases "would be," "will allow," "intends
to," "will likely result," "are expected to," "will continue," "is anticipated,"
"estimate," "project," or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Actual results could differ materially from those
projected in the forward looking statements as a result of a number of risks and
uncertainties, including: (a) lack of demand for our products; (b) competitive
products and pricing; (c) limited amount of resources devoted to advertising;
(d) lack of demand for our products and services being purchased via the
Internet and (e) those risks factors contained in our Form SB-2 registration
statements. Statements made herein are as of the date of the filing of this Form
10KSB with the Securities and Exchange Commission and should not be relied upon
as of any subsequent date. Unless otherwise required by applicable law, the
Company does not undertake, and specifically disclaims any obligation, to update
any forward-looking statements to reflect occurrences, developments,
unanticipated events or circumstances after the date of such statement.

OUR OPERATIONS FROM OUR INCEPTION TO DECEMBER 31, 2002

We were incorporated on December 9, 1999. Since our inception through December
31, 2002, we have no revenues and we have an accumulated deficit of $100,491.

Since our inception to December 31, 2002, we have accomplished the following:
o Developed our business plan.
o Raised Capital - We raised $1,350.00 for our operations through the sale of
  private placement securities;
o Appointment of Board Members -We appointed Charles Scheurerman as a second
  member of our Board of Directors;
o Obtained our website address- We obtained the address of
  www.HeavenEpxress.com.
o Development of a website. We developed our website content;
o Graphics. We designed the graphics for our website; and
o Website Designers. We hired Sensory Design Group, Inc. who created our
  website.

Our website became operational on May 21, 2000.

In September 2001, our management decided that our website should be redesigned
and reformatted to accomplish the following goals: o Create a user-friendly
environment; o Create an aesthetically pleasing website; and o Create an
organizational format to the website that offers users a more organized product
and service description.

To accomplish the above goals, management plans to locate computer consultants
to design and upgrade our website. We have not yet located consultants to
perform these services. Until we locate and retain such consultants, we will
continue to conduct our operations with our originally formatted website. We
expect that our new website will be operational by September, 2003; however,
there are no assurances that we will be successful in meeting this goal.

Our new updated website will include the following general categories and
related sub-categories: Retail Products (General Category) with the following
sub-categories:

o Burial vaults;
o Garments;
o Caskets;
o Monuments;
o Urns;
o Flowers;
o Sympathy gifts;
o Cards;
o Stone and bronze memorials; and
o Books.

Interactive Programs (General Category) with the following sub-categories:

o Pre-recorded messages to play at funerals;
o Live funeral receptions for those unable to attend the funeral in person;
o Live wake services for those unable to attend the service in person; and
o Live receptions for those unable to attend the reception in person.

Funeral Services (General Category) with the following sub-categories:

o Traditional funeral arrangements;

o Theme funeral arrangements (such as parades); and

o Denominational funeral arrangements.

Educational Content (General Category) with the following sub-categories:

o Quality of various memorial and funeral products and services, such as the
  different types of wood, metal, bronze and copper caskets;
o Laws and consumer rights pertaining to the funeral and memorial industry;
o Customs and etiquette regarding funeral attendance and appropriate charitable
  contributions in memory of the deceased, sympathy card content, expressing
  personal thoughts, and considerations pertaining to various religions; and

o Legal ramifications and advantages and disadvantages of pre-paid funeral
  arrangements.

Other Information and Services (General Category) with the following
subcategories:
o Cemetery information;
o Plot maps;
o Surveys of memorial properties;
o Directory of funeral home services;
o Locations of burial plots according to geographic location; and
o Online memorials, obituaries, holiday memorials, military memorials, and
  public figure memorials.

Within each sub-category above, the user will be able to link to various sites
that retail that type merchandise. For instance, if a user wishes to click on
"Caskets" under the general category "Retail Products," they will then view a
page that contains a listing of all caskets that we offer through various casket
manufacturers and retailers. In addition, within each sub-category listed above,
the user will be able to obtain particular information pertaining to each
sub-category.

Our new website will also contain:

o A "print function" that will print substantive information from linked
  retailer websites while omitting images and pictures;
o An "E-mail function" enabling users to automatically E-mail linked retailer
  websites to other email addresses;
o An "advertiser" management system to simplify the addition, removal, and use
  of links from different sources; and
o A new professional logo, color scheme, and navigation layout to the website to
  improve awareness of our website

We expect that all of the above described aspects of our new website will be
operational by September 30, 2002.

Additional Sources of Revenue. Our President plans to seek the following
potential sources of revenues from various establishments upon completion of our
new website by contacting and establishing relationships and/or agreements with
funeral homes, online obituaries, vendors of memorial products or related
businesses:

o Referral fees by referring business to these entities from business leads
  obtained from contact with our website;
o Advertising fees from advertising these businesses on our website;
o Establishing relationships with vendors of memorial products that will sell
  their products through our website; and
o Establishing links with other third party vendors of memorial-based products,
  in which the third party vendors will provide us with a commission from third
  party e-commerce transactions.

If our revenues are insufficient to meet our needs, our president/director or
director plans to loan us funds to conduct our operations; however, we have no
agreement with our president/director or director to do so and they are under no
obligation to loan us funds. Moreover, there are no assurances that our
president/director or director will have sufficient funds to make these loans.
Accordingly, there are no assurances that we will receive loans from our
president/director or director.

Testimonials. We also plan to include testimonials obtained from our customers
on our website to demonstrate the quality of our service.

Advertising. We plan to obtain small advertisements in trade magazines.
Initially, we plan to advertise in local written publications in the South
Florida area.

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses for
the year ended December 31, 2002 were $16,367 compared to $11,033 for the same
period in 2001. The increase is due to an increase in professional fees from
$9,558 in 2001 to $13,444 in 2002 for compliance with quarterly government
filings and 8-K filed during the year.

INCOME TAXES.  No tax provision has been recorded to date, due to the cumulative
losses  generated  by  the  Company.

LIQUIDITY AND CAPITAL RESOURCES

At  December 31, 2002, the Company had a cash balance of $23, a negative working
capital  of  $45,541,  and  a  negative  stockholder's  equity  of  $45,541.

Our existing cash is insufficient to fund our operations, we have a negative
working capital and a deficiency in assets. Our ability to continue as a going
concern is dependent upon our ability to obtain financing and achieve profitable
operations. If our revenues are insufficient to meet our needs, our
President/Director or Director plans to loan us funds to conduct our operations;
however, we have no agreement with our President/Director or Director to do so
and they are under no obligation to loan us funds. Moreover, there are no
assurances that our President/Director or Director will have sufficient funds to
make these loans. Accordingly, there are no assurances that we will receive
loans from our President/Director or Director. We have no compensation
agreements to our President/Director or Director in connection with any loans
that either may provide to us. If our president/director or director is unable
or unwilling to make loans to us necessary to implement our continuing plan of
operations, we will need additional financing through traditional bank financing
or a debt or equity offering; however, because we are a development stage
company with little operating history and a poor financial condition, we may be
unsuccessful in obtaining such financing or the amount of the financing may be
minimal and therefore inadequate to implement our continuing plan of operations.
Accordingly, there can be no assurance that we will be able to obtain financing
on satisfactory terms or at all, or raise funds through a debt or equity
offering. In addition, if we only have nominal funds by which to conduct our
operations, we may have to curtail advertising or be unable to conduct any
advertising, both of which will negatively impact development of our company
name and reputation.


                                        7

<PAGE>
ITEM 7. FINANCIAL STATEMENTS.
HEAVENEXPRESS.COM, INC.


                                TABLE OF CONTENTS
                                -----------------


                                                                 PAGE(S)
                                                                 -------

REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                  1-2

FINANCIAL STATEMENTS:

     Balance Sheet                                                     3

     Statements of Operations                                          4

     Statement of Stockholders' Deficit                                5

     Statements of Cash Flows                                          6

     Notes to Financial Statements                                  7-10








                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders:
HeavenExpress.com, Inc.
2531 S.E. 14th Street
Pompano Beach, Florida 33062
We  have  audited  the  accompanying balance sheet of HeavenExpress.com, Inc. (a
development stage company) as of December 31, 2002 and the related statements of
operations,  stockholders'  deficit, and cash flows for the years ended December
31,  2002.  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 from 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  provides  a
reasonable  basis  for  our  opinion.
In  our  opinion,  the  financial  statements referred to in the first paragraph
present  fairly,  in  all  material  respects,  the  financial  position  of
HeavenExpress.com,  Inc.  (a  development stage company) as of December 31, 2002
and the results of its operations and its cash flows for the year ended December
31,  2002  in  conformity  with  accounting principles generally accepted in the
United  States  of  America.
The  accompanying  financial  statements have been prepared assuming the Company
will  continue as a going concern. The Company has suffered recurring losses and
has  yet  to  generate an internal cash flow that raises substantial doubt about
its  ability  to  continue  as  a going concern. Management's plans in regard to
these  matters  are described in Note B. The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.


/s/ Bongiovanni & Associates
----------------------------
Bongiovanni & Associates
Pompano Beach, Florida
March 28, 2003


                                       -1-

                      [LETTERHEAD OF DOHAN AND CO., CPA'S]

                          INDEPENDENT AUDITOR'S REPORT

Stockholders and Board of Directors
HeavenExpress.Com, Inc. (A Development Stage Company)
Fort Lauderdale, Florida

We have audited the accompanying balance sheets of HeavenExpress.Com, Inc. (A
Development Stage Company), as of December 31, 2001 and 2000, and the related
statements of loss and accumulated deficit during the development stage, cash
flows, and deficiency in assets for the years 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 audits 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 HeavenExpress.Com, Inc. (A
Development Stage Company) at December 31, 2001 and 2000, and the results of its
operations and its cash flows for the years ended, in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has suffered recurring losses, has a working
capital deficiency and has a deficiency in assets that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 4. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



/s/ Dohan and Company, CPA's
----------------------------
Dohan and Company, CPA's
March 13, 2002
Miami, Florida



                                       -2-
<TABLE>
<CAPTION>


                             HEAVENEXPRESS.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               AT DECEMBER 31, 2002



                                     ASSETS
                                     ------


<S>                                                                 <C>
CURRENT ASSETS
------------------------------------------------------------------
  Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      23
                                                                    ----------
    TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . .  $      23
                                                                    ==========


LIABILITIES AND DEFICIENCY IN ASSETS
------------------------------------------------------------------

LIABILITIES
------------------------------------------------------------------
  Accounts payable and accrued expenses. . . . . . . . . . . . . .  $   9,411
  Loan payable - officer . . . . . . . . . . . . . . . . . . . . .     36,153
                                                                    ----------
    TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . .     45,564
                                                                    ----------

DEFICIENCY IN ASSETS
------------------------------------------------------------------
  Preferred stock ($.001 par value, 10,000,000 shares authorized:
   none issued and outstanding). . . . . . . . . . . . . . . . . .          -
  Common stock ($.001 par value, 200,000,000 shares authorized:
  8,116,000 issued and outstanding). . . . . . . . . . . . . . . .      8,116
  Additional paid-in-capital . . . . . . . . . . . . . . . . . . .     46,834
  Deficit accumulated during development stage . . . . . . . . . .   (100,491)
                                                                    ----------
    TOTAL DEFICIENCY IN ASSETS . . . . . . . . . . . . . . . . . .    (45,541)
                                                                    ----------
    TOTAL LIABILITIES AND DEFICIENCY IN ASSETS . . . . . . . . . .  $      23
                                                                    ==========
</TABLE>














   The accompanying notes are an integral part of these financial statements

<TABLE>
<CAPTION>


                             HEAVENEXPRESS.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<S>                                 <C>          <C>          <C>
                                                              Cumulative-to
                                                                date since
                                          2002         2001     inception *
OPERATING EXPENSES:                 ---------------------------------------
----------------------------------
  Professional fees. . . . . . . .  $   13,444   $    9,558   $     94,145
  Interest expense . . . . . . . .       1,922        1,145          4,692
  General and administrative . . .       1,001          330          1,654
                                   ------------  -----------  -------------
  TOTAL EXPENSES . . . . . . . . .      16,367       11,033        100,491
                                   ------------  -----------  -------------
  LOSS BEFORE TAXES. . . . . . . .     (16,367)     (11,033)      (100,491)
  INCOME TAX PROVISION . . . . . .         -0-          -0-            -0-
                                   ------------  -----------  -------------
  NET LOSS . . . . . . . . . . . .  $  (16,367)  $  (11,033)  $   (100,491)
                                   ============  ===========  =============
  Net loss per common share
  Basic & fully diluted. . . . . .  $       **   $       **   $      (0.01)
                                   ============  ===========  =============
  Weighted average common
  shares outstanding . . . . . . .   8,116,000    8,116,000      7,616,667
                                   ============  ===========  =============
* Not covered by auditors' report.
** Less than $.01

</TABLE>








  The accompanying notes are an integral part of these financial statements


<TABLE>
<CAPTION>


                             HEAVENEXPRESS.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<S>                          <C>        <C>     <C>  <C>      <C>
                                                                          Deficit
                                                                          Accumulated
                             Common   Common    Preferred   Additional    During
                             Shares   Stock     Stock       Paid-in       Development
                             ('000)   $.001 Par $.001 Par   Capital       Stage
                            --------------------------------------------------------------
Balances, January 1, 2001 .  8,116,000  $8,116  $ -         $46,834       $ (73,091)

Net loss for the year . . .          -       -    -              -          (11,033)

Balances, December 31, 2001  8,116,000  $8,116  $ -         $46,834       $ (84,124)

Net loss for the year . . .          -       -    -              -          (16,367)

Balances, December 31, 2002  8,116,000  $8,116  $ -         $46,834       $(100,491)



</TABLE>




       The accompanying notes are an integral part of these financial statements


<TABLE>
<CAPTION>


                                HEAVENEXPRESS.COM, INC.
                             (A DEVELOPMENT STAGE COMPANY)
                               STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<S>                                                <C>        <C>        <C>
                                                                         Cumulative to
                                                                            date since
                                                       2002       2001     inception *
                                                --------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------------------
  Net loss. . . . . . . . . . . . . . . . . . . .  $(16,367)  $(11,033)  $   (100,491)
  Adjustments to reconcile net loss to net
  cash (used in) operating activities:
      Common stock exchanged for services . . . .         -          -         53,600
      Accrued interest on loan payable - officer.     1,922      1,145          3,067
    Increase in operating liabilities:
      Accounts payable and accrued expenses . . .     3,744        922          8,265
                                                 -------------------------------------
      NET CASH (USED IN)
      OPERATING ACTIVITIES. . . . . . . . . . . .   (10,701)    (8,966)       (35,559)
                                                 -------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------------------
  Sale of common stock. . . . . . . . . . . . . .         -          -          1,350
  Proceeds from loan payable - officer. . . . . .    10,650      9,000         34,232
                                                 -------------------------------------
      NET CASH PROVIDED BY
      FINANCING ACTIVITIES. . . . . . . . . . . .    10,650      9,000         35,582
                                                 -------------------------------------
      NET INCREASE (DECREASE) IN
      CASH AND CASH EQUIVALENTS . . . . . . . . .       (51)        34             23
                                                 -------------------------------------
CASH AND CASH EQUIVALENTS:
-------------------------------------------------
      Beginning of period . . . . . . . . . . . .        74         40              -
      End of period . . . . . . . . . . . . . . .  $     23   $     74   $         23
                                                   -----------------------------------

NON-CASH FINANCING ACTIVITIES:
-------------------------------------------------
  Common stock issued for services. . . . . . . .  $      -   $      -   $     53,600
                                                 -------------------------------------
</TABLE>




* Not covered by auditors' report.




    The accompanying notes are an integral part of these financial  statements



                             HEAVENEXPRESS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                 ==============================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Background  - HeavenExpress.com, Inc. (the Company) was organized under the laws
----------
of  the  State  of  Florida  in  December  1999.

The  Company  is a developing stage entity and is primarily engaged in providing
memorial  products  and  services  through  the  Internet.

Basis  of  Presentation  -  The financial statements included herein include the
-----------------------
accounts  of  the  HeavenExpress.com,  Inc.  prepared under the accrual basis of
accounting.

Management's  Use  of  Estimates  -  The  preparation of financial statements in
--------------------------------
conformity  with generally accepted accounting principles requires management to
make  estimates  and  assumptions that effect the reported amounts of assets and
liabilities,  disclosures  of  contingent  assets and liabilities at the date of
financial  statements  and  the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.

Net  Loss  per  Common  Share  -  The  Company  adopted  Statement  of Financial
-----------------------------
Accounting  Standard (SFAS) No.128. This statement requires dual presentation of
basic  and  diluted  earnings  (loss) with a reconciliation of the numerator and
denominator of the loss per share computations. Basic earnings per share amounts
are  based  on the weighted average shares of common outstanding. If applicable,
diluted  earnings per share would assume the conversion, exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities,  unless  the  effect  is  to  reduce a loss or increase earnings per
share. Accordingly, this presentation has been adopted for the period presented.
There  were  no adjustments required to net loss for the period presented in the
computation of diluted earnings per share for 2002 and 2001. The loss per common
share  has been calculated by dividing the net loss for each period presented by
the  weighted  average  number  of  common  shares  for  the  respective period.

Comprehensive Income (Loss) - The Company adopted Financial Accounting Standards
---------------------------
Board  Statement  of  Financial  Accounting  Standards  No.  130,  "Reporting
Comprehensive Income", which establishes standards for the reporting and display
of  comprehensive  income  and its components in the financial statements. There
were  no  items  of comprehensive income (loss) applicable to the Company during
the  years  covered  in  the  financial  statements.

Cash  and  Cash  Equivalents - For purposes of the Statements of Cash Flows, the
----------------------------
Company  considers  liquid investments with an original maturity of three months
or  less  to  be  cash  equivalents.

                                       -7-


                             HEAVENEXPRESS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                 ==============================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
-----------------------------------------------------------

Income  Taxes  -  Income  taxes are provided for the tax effects of transactions
-------------
reported  in  the  financial  statements  and  consist of deferred taxes related
primarily to differences between the basis of certain assets and liabilities for
financial  and tax reporting and net operating loss-carry forwards. Deferred tax
assets  are reduced by a valuation allowance when, in the opinion of management,
it  is  more  likely than not that some portion or all of the deferred tax asset
will  not  be realized. Deferred tax assets and liabilities are adjusted for the
effect  of  changes  in  tax  laws  and  rates  on  the  date  of  enactment.

Recent  Accounting  Pronouncements  -  In  July  2001,  the Financial Accounting
----------------------------------
Standards  Board  issued  Statement  of  Financial  Accounting  Standards (SFAS)
No.143,  "Accounting  for  Asset  Retirement  Obligations"  which  addresses the
accounting  and  reporting  for  obligations  associated  with the retirement of
tangible  long-lived  assets  and  the associated retirement costs. SFAS No. 143
requires  that  the fair value of a liability for an asset retirement obligation
be  recognized in the period in which it is incurred if a reasonable estimate of
fair  value  cannot  be made. SFAS No. 143 is effective for financial statements
issued  for  fiscal  years  beginning  after June 15, 2002. The Company does not
expect SFAS No. 143 to have a material effect on its financial condition or cash
flows.

In  August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets". SFAS No. 144 generally establishes a standard
framework  which  to  measure  impairment  of  long-lived assets and expands the
Accounting  Principles  Board ("APB") 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual  and  Infrequently  Occurring  Events  and  Transactions"  to  include a
component of the entity (rather than a segment of the business). SFAF No. 144 is
effective  for  financial  statements  issued  for  fiscal years beginning after
December  15,  2001. The Company does not expect SFAS No. 144 to have a material
effect  on  its  financial  condition  and  cash  flows.

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit  or  Disposal  Activities"  effective for exit or disposal activities
initiated  after  December 31, 2002. The standard addresses financial accounting
and  reporting  for  costs  associated  with  exit  or  disposal  activities and
nullifies Emerging Issues Task Force No. 94-3. SFAS No. 146 essentially requires
a  liability  to  be  recognized and measured initially at its fair value in the
period  in which the liability is incurred for a cost associated with an exit or
disposal  activity.  The  implementation  of  the  pronouncement  does  not have
material  effect  on  its  financial  condition  and  cash  flows.



                                       -8-
                             HEAVENEXPRESS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                 ==============================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
-----------------------------------------------------------

Fair  Value  of  Financial  Instruments  -  The  carrying  amounts  of financial
---------------------------------------
instruments  including  cash,  accounts payable and accrued expenses and loan to
officer  approximated fair value because of the immediate short-term maturity of
these  instruments.

Advertising - Advertising costs will be expensed as incurred.
-----------

Development  Stage  Company  -  The  Company  has  been  devoting its efforts to
---------------------------
activities  such  as  raising  capital, establishing sources of information, and
developing markets for its planned operations. The Company has not yet generated
any  revenues  and,  as  such,  it  is  considered  a development stage company.

NOTE  B  -  GOING  CONCERN
--------------------------

As  shown  in  the  accompanying  financial statements, the Company has incurred
significant  losses  from  operations  and  other  circumstances that has placed
substantial doubt as to whether the Company can continue as a going concern. The
ability of the Company to continue as a going concern is dependent on developing
its  business  plan  and obtaining new capital. Management has enacted a plan of
seeking  out  strategic  relationships and capital raising entities that may add
value  to  the  Company  and  its  shareholders.

NOTE  C  -  LOAN  PAYABLE  -  OFFICER
-------------------------------------

The  loan  payable  to officer at December 31, 2002 consists of advances made to
the  Company  by the Company's President and Chief Executive Officer for general
operating  expenses.  The  balance bears an interest rate of 6% per annum and is
due  on  demand.   Unpaid  accrued interest of $4,692 is included in the $36,153
amount  due  to  the  officer  at  December  31,  2002.

NOTE  D  -  STOCKHOLDERS'  DEFICIT
----------------------------------

During  2002,  the  Company  filed  a  Certificate  of  Amendment to Articles of
Incorporation  with  the  State  of Florida to increase the number of authorized
common  shares  to  200,000,000  from  50,000,000, with a continued par value of
$.001.  A  majority  of  the  Company's  shareholders  voted  to  approved  this
transaction.

During  2002,  the  Company  enacted a 4 for 1 forward stock split on its common
stock.  All  common  stock amounts in the accompanying financial statements have
been  retroactively  restated  to  reflect  this  capitalization  change.

                                       -9-



                             HEAVENEXPRESS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                 ==============================================

NOTE E - SUPPLEMENTAL CASH FLOW INFORMATION
-------------------------------------------

Supplemental  disclosures  of cash flow information for the years ended December
31,  2002  and  2001  is  summarized  as  follows:

Cash paid during the years for interest and income taxes:
          2002     2001
          ----     ----
          Income Taxes                     $   --     $  --
          Interest                         $   --     $  --

NOTE  F - INCOME TAXES
----------------------

The Company has approximately $100,000 of federal and state net operating losses
available  that  expire  in  various  years  through  the  year  2022.

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amount  used  for  federal  and  state  income tax purposes.

The  Company's deferred tax asset at December 31, 2002 consists of net operating
loss  carry  forward  calculated  using  federal  and  state effective tax rates
equating  to  approximately  $15,000 less a valuation allowance in the amount of
approximately  $15,000.  Because  of the Company's lack of earnings history, the
deferred tax asset has been fully offset by a valuation allowance. The valuation
allowance  increased  by  approximately  $3,000  and  $2,000 for the years ended
December  31,  2002  and  2001,  respectively.

Utilization  of  the  net  operating  losses  may  be  subject to certain annual
limitations  due to changes in control. This may result in the expiration of net
operating  losses  before  full  utilization.

NOTE  G  -  SEGMENT  REPORTING
------------------------------

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of  an  Enterprise  and  Related  Information"  requires  companies  to  report
information about operating segments in interim and annual financial statements.
It  also  requires  segment  disclosures about products and services, geographic
areas  and  major  customers.  The  Company  determined that it did not have any
separately  reportable  operating  segments  as  of  December  31,  2002.





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

We have had no changes in or disagreements with our accountants.

                                    PART III

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

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

Directors and Officers - Our Bylaws provide that we shall have a minimum of one
(1) director on the board at any one time. Vacancies are filled by a majority
vote of the remaining directors then in office. Our directors and executive
officers are as follows:
<TABLE>
<CAPTION>




<S>              <C>      <C>

--------------------------------------------------------------------------------
Name               Age    Position Held
--------------   -------- ------------------------------------------------------
Saundra Sharpe     54     President, Secretary, Treasurer & Chairman of the
                          Board of Directors

--------------------------------------------------------------------------------
Charles Scheuerman 74     Vide President, Director
--------------------------------------------------------------------------------
</TABLE>





The directors named above will serve until the next annual meeting of our
shareholders to be held within 6 months of the close of our fiscal year or until
a successor shall have been elected and accepted the position. Directors are
elected for one-year terms.

Saundra Sharpe - has been our President, Secretary and Treasurer and Chairman of
the Board since our inception. From January of 1998 to December of 2001, Ms.
Sharpe has worked as an Independent Associate for Prepaid Legal Services. From
June 1997 to present, Ms. Sharpe has been President of Sharpe Connection. Sharpe
Connection is primarily in the business of used car sales. From January of 1995
to February of 1999, Ms. Sharpe worked as a manager of Santa Fe Motorcars, whose
principal operations involved used cars sales. As a manager of Sante Fe
Motorcars, Ms. Sharpe ran day-to-day operations and supervised 7 employees. Ms.
Sharpe attended Jackson Community College in Michigan and Jackson Business
School in Ohio.

Charles Scheuerman - has been our director since May 17, 2000. Since the early
1980s, Mr. Scheuerman has served as the Chief Operating Officer of Network
Promotion Seminar, Inc., and a television-advertising agency. During 1999, Mr.
Scheuerman served as the Chairman of the Board for Heaven's Door Corporation,
until that corporation was acquired. Mr. Scheuerman graduated from Auburn
University in 1952 with a Bachelor of Science Degree. He provides valuable
knowledge and experience to HeavenExpress.com, since he was previously the owner
of seven cemeteries, including one of the largest cemetery facilities in Central
Alabama.

Significant Employees - Other than the those mentioned above, none of our
employees are expected to make a significant contribution.

Family Relationships - There are no family relationships among our officers,
directors, or persons nominated for such positions.

Legal Proceedings - None of our officers, directors, or persons nominated for
such positions and none of our promoters or significant employees have been
involved in legal proceedings that would be material to an evaluation of our
management.

                                       17

<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.

The following Executive Compensation Chart highlights the terms of compensation
for our Executives.

Summary Compensation Chart
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation

<S>                   <C>       <C>       <C>        <C>    <C>      <C>    <C>
Name & Position Year Salary($)Bonus($) Other($) RestrStock Options($)L/TIPOther
                                                Awards
-------------------------------------------------------------------------------
Saundra Sharpe  2002     0        0          0         0      0        0      0
Chief Executive
 Officer/       2001     0        0          0         0      0        0      0
Chairman
Charles
Scheuerman/     2002     0        0          0         0      0        0      0
VP & Director   2001     0        0     50,000         0      0        0      0
</TABLE>






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

The following tables set forth the ownership, as of the date of this
Registration Statement, of our common stock (a) by each person known by us to be
the beneficial owner of more than five percent (5%) of our outstanding common
stock, and (b) by each of our directors, by all executive officers and our
directors as a group. Table reflects forward stock split.

To the best of our knowledge, all persons named have sole voting and investment
power with respect to such shares, except as otherwise noted. There are not any
pending or anticipated arrangements that may cause a change in control of our
company.
<TABLE>
<CAPTION>


SECURITY OWNERSHIP OF BENEFICIAL OWNERS:



<S>                     <C>                         <C>         <C>      <C>

Title of Class          Name & Address                 Amount   Nature   Percent
----------------------- -------------------------------------------- -----------
                        Saundra Sharpe
Common                  6901 NW 32nd Avenue         3,800,000   Direct      47%
                        Fort Lauderdale, Florida 33309
----------------------- --------------------------------------------------------
                        Charles Scheuerman
Common                  800 W. Oakland Park Blvd.,
                        #211                        4,000,000   Direct      49%
                        Fort Lauderdale, Florida 33311
----------------------- --------------------------------------------------------

</TABLE>




<TABLE>
<CAPTION>


SECURITY OWNERSHIP OF MANAGEMENT:



<S>                     <C>                        <C>          <C>      <C>
----------------------- -------------------------- -------------- --------------
Title of Class          Name & Address                 Amount   Nature   Percent
------------------------------ ------------------- -------------- --------------
                        Saundra Sharpe
Common                  6901 NW 32nd Avenue         3,800,000   Direct     47%
                        Fort Lauderdale, Florida 33309
----------------------- -------------------------------------------- -----------
                        Charles Scheuerman
Common                  800 W. Oakland Park Blvd.,
                        #211
                                                    4,000,000   Direct     49%
                        Fort Lauderdale, Florida 33311
----------------------- -------------------------------------------- -----------

</TABLE>





COMMON OFFICERS & DIRECTORS AS A GROUP (2) 7,800,000 DIRECT 96%
---------------------------------------------------------------

According to our stock records, there were 8,116,000 shares of our common stock,
$0.001 par value outstanding, as of December 31, 2002.

CHANGE OF CONTROL.

We are not aware of any arrangements, which would result in a change of our
control.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Not Applicable.

                                       18

<PAGE>
ITEM 13. EXHIBITS; AND DOCUMENTS INCORPORATED BY REFERENCE

EXHIBITS

3     Articles of incorporation, as amended and bylaws are herein incorporated
by reference into Form SB-2 filed with the Securities and Exchange
Commission

23   Consent of auditors**

99.1 Certificate  of  CEO  Pursuant  to  18  U.S.C. Section 1350, As Adopted
     Pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002.  **

99.2 Certificate  of  CFO  Pursuant  to  18  U.S.C. Section 1350, As Adopted
     Pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002. **

  __________
  **  Filed herewith.


We hereby incorporate the following documents by reference in this annual
report: a) Our Report on Form 8K filed with the commission on February 22, 2002
reporting a forward stock split of our common stock at a ratio of four (4)
shares for every one (1) share held. The forward split became effective on
February 22, 2002, b) The Registrant's Quarterly Report on Form 10-QSB for the
quarters ended March 31, 2002, June 30, 2002, and September 30, 2002 which were
filed with the Securities and Exchange Commission on, July 3, 2002, October 11,
2002, and November 12, 2002 respectively.

ITEM 14.  CONTROLS AND PROCEDURES.

The  Company's  principal  executive  officer  and  principal  financial officer
evaluated  the  Company's disclosure controls and procedures (as defined in Rule
13a-14(c)  and  15d-14(c) under the Securities Exchange Act of 1934, as amended)
as  of  a  date  within  90  days  before  the filing of this Annual Report (the
Evaluation  Date). Based on that evaluation, the principal executive officer and
principal  financial officer of the Company concluded that, as of the Evaluation
Date,  the  disclosure controls and procedures, established by the Company's new
management  were adequate to ensure that information required to be disclosed by
the  Company  in  reports  that  the  Company  files  under the Exchange Act, is
recorded,  processed,  summarized  and  reported on a timely basis in accordance
with  applicable rules and regulations. The Company has not made any significant
changes  to its internal controls subsequent to the Evaluation Date. The Company
has  not identified any significant deficiencies or material weaknesses or other
factors  that could significantly affect the controls put in place by management
and  therefore,  no  corrective  action  was  taken.

ITEM  15.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.

Set forth below are fees paid to the Company's independent accountants for the
past two years for the professional services performed for the Company.

Audit Fees: We agreed to pay Bongiovanni & Associates, PA. CPA's a total of
$5,000 for professional services rendered in connection with performance of our
independent audit for the year ending December 31, 2002.

We agreed to pay Dohan & Company a total of $15,000 for professional services
rendered in connection with performance of our independent audit for the year
ending December 31, 2001.

Audit Related Fees: None

Tax Fees: None

All Other Fees: We agreed to pay Bongiovanni & Associates, PA. CPA's a total of
$2,500 for professional services rendered in connection with performance of
preparation of Form 10-KSB for the year ending December 31, 2002.






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.

                             HEAVENEXPRESS.COM, INC.
                             -----------------------
                                  (Registrant)



By /s/ Saundra Sharpe, President
   -----------------------------
     (Signature and Title)*





                               DATE APRIL 11, 2003

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 on the
dates indicated.



By /s/ Charles Scheuerman, VP/Director
   --------------------------------
       (Signature and Title)*





                               DATE APRIL 11, 2003

* Print the name and title of each signing officer under his signature.

                                       19


















                                  CERTIFICATION

I,  Saundra  Sharpe,  certify  that:

1.     I  have  reviewed this Annual Report on Form 10-KSB of HeavenExpress.com,
Inc

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  statement  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  the  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  we  have:

     a)     Designed  such  disclosure  controls  and  procedures to ensure that
material  information  relating  to  the  registrant, including its consolidates
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
function):

     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:  April  11,  2003
                              HEAVENEXPRESS.COM,  INC.


By: /s/  Saundra  Sharpe.
 ---------------------
Saundra  Sharpe,  President  and  C.F.O.






                                  CERTIFICATION

I,  Charles  Scheuerman,  certify  that:

1.     I  have  reviewed this Annual Report on Form 10-KSB of HeavenExpress.com,
Inc

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  statement  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  the  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  we  have:

     a)     Designed  such  disclosure  controls  and  procedures to ensure that
material  information  relating  to  the  registrant, including its consolidates
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
function):

     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:  April  11,  2003

       HEAVENEXPRESS.COM,  INC.

By:     /s/  Charles  Scheuerman
        ------------------------
   Charles Scheuerman, VP, Chief Executive Officer

<PAGE>