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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, 2001
                        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.

            5741 N.E. 18th Avenue #1, Fort Lauderdale, Florida 33334
            --------------------------------------------------------
                     (Address of principal executive office)

                                 (954) 772-7997
                                 --------------
                 (Issuer's telephone number including area code)

                             (All communications to)
     -----------------------------------------------------------------------
                              Brenda Hamilton, Esq.
                         Hamilton, Lehrer & Dargan, P.A.
                        555 S. Federal Highway, Suite 270
                            Boca Raton, Florida 33432
                                  (561)416-8956

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, 2001. 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, 2001, we had 2,029,000 shares of our common
stock issued and outstanding.  On February 22, 2002, we forward split our common
stock at a ratio of four (4) shares for one share (1) which increased the number
of shares  which we had  outstanding  from  2,029,000  to  8,116,000.

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

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.

                                       1
<PAGE>

Other 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 which 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.
                                       3
<PAGE>

Sources and Availability of Raw Materials.

Our business does not rely upon raw materials. Any such materials will be
obtained by our third party vendors.

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. Saundra Sharpe, our president, and
Charles Scheuerman, a director, are our only employees. From our inception to
the end of October, 2000, Ms. Sharpe and Mr. Scheuerman spent approximately
between 5 and 10 hours per week on their duties as executive officers. Since
November 2001, Ms. Sharpe has spent an average of 5 to 10 hours per week to
implement our plan of operation. 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. Saundra Sharpe and Charles
Scheuerman participate 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 5741 N.E. 18th
Avenue #1, Fort Lauderdale, Florida 33334, which is the personal residence of
Mr. Charles Scheuerman, our vice president. Our telephone number is (954)
772-7997.

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.


                                       4
<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 2,029,000 shares of our common stock outstanding, all of which are
restricted securities. Of these outstanding shares, there are 1,950,000 shares
held by affiliates. The remaining 79,000 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, 2001, we had 32 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, 2001

We were incorporated on December 9, 1999. Since our inception through December
31, 2001, we have no revenues and we have an accumulated deficit of $84,125.

Since our inception to December 31, 2001, 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, 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.

                                       6
<PAGE>

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 which 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.

                                       7
<PAGE>

Item 7. Financial Statements.
                             HeavenExpress.Com, Inc.

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS
                           December 31, 2001 and 2000





                                 C O N T E N T S

                                                                           Page

INDEPENDENT AUDITOR'S REPORT                                                  9


FINANCIAL STATEMENTS

   Balance Sheets                                                            10

   Statements of Loss and Accumulated Deficit During the Development Stage   11

   Statements of Cash Flows                                                  12

   Statements of Deficiency in Assets                                        13

NOTES TO FINANCIAL STATEMENTS                                          14 to 16



                                       8
<PAGE>

[LOGO]
Dohan and Company                                 7700 North Kendall Drive, #200
Certified Public Accountants                          Miami, Florida  33156-7564
A Professional Association                            Telephone:  (305) 274-1366
                                                      Facsimile:  (305) 274-1368


                          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

March 13, 2002
Miami, Florida



                                       9
<PAGE>




HeavenExpress.com, Inc.
(A Development Stage Company)

BALANCE SHEETS

December 31,                                              2001            2000
--------------------------------------------------------------------------------

 ASSETS
   Cash and cash equivalents                            $     74       $     40
   Deferred tax asset less valuation allowance
     of $12,619 and $11,015                                 -              -
--------------------------------------------------------------------------------
 TOTAL ASSETS                                           $     74       $     40
================================================================================

 LIABILITIES AND DEFICIENCY IN ASSETS

 LIABILITIES
   Accounts payable                                     $  1,397       $    475
   Note payable - officer                                 23,582         14,582
   Accrued expenses and other liabilities                  4,270          3,125
--------------------------------------------------------------------------------
 TOTAL LIABILITIES                                        29,249         18,182
--------------------------------------------------------------------------------

 COMMITMENTS AND CONTINGENCIES (NOTE 4)

 DEFICIENCY IN ASSETS
   Preferred stock, $.001 par value,
     10,000,000 shares authorized;
     none issued                                            -              -
   Common stock, $.001 par value,
     200,000,000 shares authorized,
     8,116,000 and 8,116,000 shares
     issued and outstanding                                8,116          8,116
   Additional paid-in capital                             46,834         46,834
   Deficit accumulated during the development stage      (84,125)       (73,092)
--------------------------------------------------------------------------------
 TOTAL DEFICIENCY IN ASSETS                              (29,175)       (18,142)
--------------------------------------------------------------------------------
 TOTAL LIABILITIES AND DEFICIENCY IN ASSETS             $     74        $    40
================================================================================
 See accompanying notes.


                                       10
<PAGE>


HeavenExpress.com, Inc.
(A Development Stage Company)

 STATEMENTS OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE

                           For the               For the
                         year ended            year ended           Cumulative
                      December 31, 2001     December 31, 2000    since inception
--------------------------------------------------------------------------------
EXPENSES
 Professional fees    $   9,558             $     53,843         $      80,701
 Interest expense         1,145                    1,625                 2,770
 General and
 administrative
 expenses                   330                      324                   654
--------------------------------------------------------------------------------
NET LOSS BEFORE INCOME
 TAXES                  (11,033)                 (55,792)              (84,125)

INCOME TAXES               -                        -                     -
--------------------------------------------------------------------------------
NET LOSS AND
ACCUMULATED
DEFICIT DURING
THE DEVELOPMENT
STAGE                $  (11,033)            $    (55,792)       $      (84,125)
================================================================================
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES
OUTSTANDING           8,116,000                6,618,732             7,410,675
(BASIC AND DILUTED)
NET LOSS PER SHARE
(BASIC AND DILUTED)  $   (0.001)            $     (0.008)       $       (0.011)
================================================================================
See accompanying notes.



                                       11
<PAGE>



HeavenExpress.com, Inc..
(A Development Stage Company)

 STATEMENTS OF CASH FLOWS
                                For the           For the
                               year ended        year ended        Cumulative
                           December 31, 2001  December 31, 2000  since inception
--------------------------------------------------------------------------------
CASH FLOWS FROM
 OPERATING ACTIVITIES
 Net loss                 $    (11,033)       $   (55,792)       $     (84,125)
 Adjustments to
 reconcile net loss
 to net cash used
 by operating activities:
Common stock exchanged
 for services                     -                 50,000              53,600
Increase in accounts
 payable                           922                 475               1,397
Increase in accrued
 liabilities                     1,145               1,925               4,270
--------------------------------------------------------------------------------
NET CASH USED BY
DEVELOPMENT STAGE
OPERATING ACTIVITIES            (8,966)             (3,392)            (24,858)
--------------------------------------------------------------------------------
CASH FLOWS FROM
FINANCING ACTIVITIES
 Sale of common stock             -                   -                  1,350
 Proceeds from
  note payable
  to officer                     9,000               2,082              23,582
--------------------------------------------------------------------------------
FINANCING ACTIVITIES             9,000               2,082              24,932
--------------------------------------------------------------------------------
NET INCREASE (DECREASE)
IN CASH AND EQUIVALENTS
FOR THE YEAR AND
CUMULATIVE DURING
THE DEVELOPMENT STAGE               34              (1,310)                 74

CASH AND EQUIVALENTS -
 BEGINNING OF YEAR                  40               1,350                -
--------------------------------------------------------------------------------
CASH AND EQUIVALENTS -
 END OF YEAR              $         74        $         40          $       74
================================================================================
SUPPLEMENTAL
 DISCLOSURES
Interest paid             $       -           $       -             $     -
Income taxes paid         $       -           $       -             $     -

NON-CASH FINANCING
ACTIVITIES
 Common stock
 issued for
 services                 $       -           $     50,000          $   53,600
================================================================================
See accompanying notes.




                                       12
<PAGE>




HeavenExpress.com, Inc.
(A Development Stage Company)

 STATEMENTS OF DEFICIENCY IN ASSETS

--------------------------------------------------------------------------------
                                                       Accumulated
                                                          Deficit
                        Common Stock    Additional   During the        Total
                  -----------------------  Paid-in     Development Deficiency in
Description       Shares           Amount  Capital         Stage        Assets
--------------------------------------------------------------------------------
Balance,
December 31,
1999           4,116,000           4,116        834       (17,300)      (12,350)

Common stock
exchanged for
services       4,000,000           4,000     46,000          -           50,000

Net loss for
the year ended      -               -          -          (55,792)      (55,792)
--------------------------------------------------------------------------------
Balance,
December 31,
2000           8,116,000           8,116   $  46,834   $  (73,092)   $  (18,142)

Net loss for
the year ended      -               -           -         (11,033)      (11,033)
--------------------------------------------------------------------------------
Balance,
December 31,
2001           8,116,000           8,116   $  46,834   $  (84,125)   $  (29,175)
--------------------------------------------------------------------------------
See accompanying notes.


                                       13
<PAGE>

HeavenExpress.com, Inc.
Notes to Financial Statements
December 31, 2001 and 2000

NOTE 1.  BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity - HeavenExpress.Com, Inc. (A Development Stage Company) (the
Company) is a Florida corporation formed in December 1999, primarily to provide
memorial products and services through the Internet.

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
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.

Income Taxes - The Company follows Statement of Financial Accounting Standards
No. 109 (FAS 109), "Accounting for Income Taxes". FAS 109 is an asset and
liability approach that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of the difference in events
that have been recognized in the Company's financial statements compared to the
tax returns.

Advertising - Advertising costs will be expensed as incurred.

Net Loss Per Common Share (Basic and Diluted) - The Company follows the
provisions of FASB Statement No. 128 (SFAS No. 128), "Earnings Per Share". SFAS
No. 128 requires companies to present basic earnings per share (EPS) and diluted
EPS, instead of primary and fully diluted EPS presentations that were formerly
required by Accounting Principles Board Opinion No. 15, "Earnings Per Share".
Basic EPS is computed by dividing net income or loss by the weighted average
number of common shares outstanding during each year.

Cash and Cash Equivalents - The Company considers all highly liquid investments
with original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments - The carrying amount of the Company's
financial assets and liabilities at December 31, 2001 and 2000, approximate fair
value due to the short maturity of the instruments.

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 2.  RELATED PARTY TRANSACTIONS

The note payable to officer is unsecured, due on demand, and provides for annual
interest at 6%. Accrued interest on this note at December 31, 2001, was $2,770.

In May 2000, the Company issued 4,000,000 shares of common stock to an
individual for his services. These shares were valued at .0125 per share for a
total value of $50,000.

                                       14
<PAGE>

NOTE 3.  INCOME TAXES

At December 31, 2001, the Company had a net operating loss carryforward of
approximately $81,355. This loss may be carried forward to offset federal income
taxes in future years through the year 2021. However, if subsequently there are
ownership changes in the Company, as defined in Section 382 of the Internal
Revenue Code, the Company's ability to utilize net operating losses available
before the ownership change may be restricted to a percentage of the market
value of the Company at the time of the ownership change. Therefore, substantial
net operating loss carryforwards could, in all likelihood, be limited or
eliminated in future years due to a change in ownership as defined in the Code.
The utilization of the remaining carryforwards is dependent on the Company's
ability to generate sufficient taxable income during the carryforward periods
and no further significant changes in ownership.

The Company computes deferred income taxes under the provisions of FASB
Statement No. 109 (SFAS 109), which requires the use of an asset and liability
method of accounting for income taxes. SFAS No. 109 provides for the recognition
and measurement of deferred income tax benefits based on the likelihood of their
realization in future years. A valuation allowance must be established to reduce
deferred income tax benefits if it is more likely than not that, a portion of
the deferred income tax benefits will not be realized. It is management's
opinion that the entire deferred tax benefit of $12,619 resulting from the net
operating loss carryforward may not be recognized in future years. Therefore, a
valuation allowance equal to the deferred tax benefit of $12,619 has been
established, resulting in no deferred tax benefits as of the balance sheet date.
The increase in the valuation allowance from prior year was $1,604.

NOTE 4.      GOING CONCERN AND MANAGEMENT'S PLANS

As shown in the accompanying financial statements, the Company incurred net
losses of $11,033 and $55,792 for the years ended December 31, 2001 and 2000,
respectively. As a result, the Company has a negative working capital and a
deficiency in assets. The ability of the Company to continue as a going concern
is dependent upon its ability to obtain financing and achieve profitable
operations. Their website markets the Company's products and offer the Company's
services and information. The Company expects to meet its cash requirements
through the financial support of its management until such time as it begins
operations. The financial statements do not include any adjustments that might
be necessary should the Company be unable to continue as a going concern.

                                       15
<PAGE>

NOTE 5.  DEFICIENCY IN ASSETS

Preferred Stock

The Board of Directors is authorized to establish the rights and preferences of
preferred stock. To date, the Board of Directors has not established those
rights and preferences.

NOTE 6.  SUBSEQUENT EVENT

Common Stock - In February 2002, the Board of Directors approved a four (4) for
one (1) forward stock split. In connection with forward stock split the Board of
Directors amended the Articles of Incorporation and the Company is now
authorized to issue 200,000,000 million shares of common stock. Retroactive
effect has been given to the financial statements.

                                       16
<PAGE>

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

The accounting firm of Dohan & Company, CPA's, P.A. audited our financial
statements since inception. 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:

--------------------------------------------------------------------------------
Name                Age             Position Held
--------------   -------- ------------------------------------------------------
Saundra Sharpe     54     President, Secretary, Treasurer & Chairman of the
                          Board of Directors
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles Scheuerman 73     Vide President, Director
-------------------- -----------------------------------------------------------

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., 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
                        Annual Compensation      Long-Term Compensation
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

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.

Security Ownership of Beneficial Owners:

----------------------- -------------------------------------------- -----------
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
----------------------- -------------------------------------------- -----------
Security Ownership of Management:

----------------------- -------------------------- -------------- --------------
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
----------------------- ------ ------------------- -------------- --------------
----------------------- ------ ------------------- -------------- --------------
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, 2001. This reflects the forward
stock split.

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
3.1  Articles of Incorporation *
3.2  Amendment to Articles of Incorporation**
3.2  Bylaws*
4.   Share Certificate*

*Filed by the Company as exhibits to its Registration Statement on Form SB-2
filed with the Commission on January 27, 2000. **Filed by the Company as
exhibits to its Report on 8K filed on February 22, 2002.

We hereby incorporate the following documents by reference in this Registration
Statement: a) Our Report on Form 8K filed with the commission on February 22,
2002; b) The Registrant's Quarterly Report on Form 10-QSB for the quarters ended
March 31, 2001, June 30, 2001, and September 30, 2001 which were filed with the
Securities and Exchange Commission on, May 24, 2001, August 15, 2001, and March
28, 2002 respectively.
                                   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 March 29, 2002

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 March 29, 2002

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



                                       19