UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-KSB

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                       Commission file number: 000-28913

                              CHARLES BOOTH, INC.
                        -------------------------------
                 (Name of Small Business Issuer in Its Charter)

                  Nevada                                 88-0354194
     ----------------------------------                --------------
      (State or Other Jurisdiction of                 (I.R.S. Employer
       Incorporation or Organization)                Identification No.)

                               115 E. Main Street
                            Florence, Colorado 81226
                 -----------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 719-784-0861
                                --------------
             (Issuer's Telephone Number, Including Area Code)

SECURITIES  REGISTERED  PURSUANT TO SECTION 12(B) OF THE SECURITIES EXCHANGE ACT
OF 1934:

                                             Name of Each Stock Exchange
          Title of Each Class                    on Which Registered
          -------------------                ---------------------------
Common Stock, Par Value $0.0005 Per Share          Not Applicable

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-B is not contained herein and will not 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. [ ]

Indicate by check mark whether the Registrant  (1)has filed all reports required
to be filed by Section 13 or 15(d)of the Securities  Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES [X] NO [ ]

The number of shares of  Registrant's  Common Stock  outstanding on December 31,
200 was 2,806,500.

The  Registrant's  total  revenues for the year ended  December  31, 2002,  were
$0.00.





                                       1
<PAGE>


         This  Report on Form 10-KSB and the other  periodic  reports of Charles
Booth, Inc. (the "Company" or "Corporation") and other documents incorporated by
reference  or  incorporated  herein as  exhibits,  may  contain  forward-looking
statements that involve risks and  uncertainties.  Our Company's  actual results
may  differ  materially  from  the  results  discussed  in  the  forward-looking
statements.  Factors  that might cause such a  difference  include,  but are not
limited to, our Company's ability to locate an acquisition  candidate or another
entity which may combine its operations with it, our Company's ability and those
of management to manage growth,  if any, the substantial  dilution that could be
experienced by existing shareholders of our Company with a potential acquisition
with another  entity in view of the fact that our Company's  current  operations
have essentially ceased.

                              TABLE OF CONTENTS

PART I
                                                                         PAGE
                                                                         ----

ITEM 1.   DESCRIPTION OF BUSINESS                                          3

ITEM 2.   DESCRIPTION OF PROPERTY                                          5

ITEM 3.   LEGAL PROCEEDINGS                                                5

ITEM 4.   SUBMISSION OF MATTERS
          TO A VOTE OF SECURITY HOLDERS                                    5

PART II

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

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS                             5

ITEM 7.   FINANCIAL STATEMENTS                                             6

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH
          ACCOUNTANTS                                                      7

PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
          AND CONTROL PERSONS                                              7

ITEM 10.  EXECUTIVE COMPENSATION                                           7

ITEM 11.  SECURITY OWNERSHIP OF BENEFICIAL OWNERS                          7

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   8

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

ITEM 14.  CONTROLS AND PROCEDURES                                          8

INDEX TO EXHIBITS                                                          8

SIGNATURES                                                                 9



                                       2
<PAGE>

PART I

Item 1.  Description of Business.

         We were  incorporated as Triple S Parts, Inc. in the State of Nevada on
February 22, 1996, to market and sell rare motorcycle parts. On October 8, 2001,
we changed  our name to Charles  Booth,  Inc.  (hereinafter  referred  to as the
"Company")  in  anticipation  of  merging  with  Charles  Booth,  Inc. a private
professional hair care products company.  As of the date of this filing, we have
not consummated this transaction.

         On July 10, 1999,  we forward split our common stock eleven (11) shares
for one(1) share.  All disclosure  herein accounts for this forward split unless
indicated otherwise.

         We have not been a party to 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.

Business of Issuer.

         Not being  able to obtain the  appropriate  funding  to  implement  our
original business plan, we began seeking alternate  opportunities.  On April 19,
2000, the Company entered into a conditional  merger agreement with Telnet World
Communications, Inc. ("Telnet"), a Utah corporation that was trading on the Over
the Counter Bulletin Board stock exchange ("OTCBB"). The terms of that agreement
were that  Telnet was to acquire  from the  Company's  shareholders,  all of the
issued and  outstanding  shares of Common  stock in  exchange  for newly  issued
restricted  shares totaling Three Hundred Thirty Five Thousand Shares (335,000),
together with the payment of $150,000.00.  By virtue of the transaction,  Telnet
would acquire the Company as a going  concern,  including all of the  properties
and assets,  tangible and  intangible,  wherever  situated,  including,  without
limiting the generality of the foregoing,  its business as a going concern,  its
goodwill,  and the corporate  name (subject to changes  referred to or permitted
herein or  occurring  in the  ordinary  course of business  prior to the time of
closing provided herein).

         On July 3, 2000,  the parties  mutually  agreed to rescind their merger
agreement based upon the fact that Telnet had failed to maintain its status as a
reporting entity on the OTCBB and was de-listed to the National Quotation Bureau
exchange  ("Pink  Sheets") and, that Telnet was never able to supply the Company
with a current, certified list of Telnet shareholders. The acquisition by Telnet
was never  formally  completed  and the companies  returned to their  pre-merger
status.

         February 23, 2000, Seville  Consulting,  Inc., a Colorado  corporation,
Power  Network,  Inc., a Colorado  corporation  and, East European  Enterprises,
Inc., a Colorado corporation,  (collectively,  the "Consulting Group"),  entered
into a  consulting  agreement  with the  Company  for a term of a one year  term
commencing July 1, 2000,  whereby the Consulting  Group would assist the Company
in general business and financial consulting in return for 200,000 shares of the
Company's common stock for each entity. On April 17, 2001,  Seville  Consulting,
Inc.,  (formerly FMS Group)  executed a Promissory  Note promising to pay to the
order  of the  Company  the  sum of One  Hundred  Fifty-Eight  Thousand  Dollars
($158,000.00)  in return for a majority  interest of the Company.  The terms and
conditions required among other things, that certain shares of stock be assigned


                                       3
<PAGE>

to the Consulting Group in order for them to assume ownership of the Company and
that the Consulting Group agreed not to enact any reverse split of the remaining
shareholder's stock positions. The Promissory Note was paid in full in May 2000.

         The  Company  had been  engaged in on-going  merger  negotiations  with
Advanced   Hyperbaric   Technologies,   Inc.  ("AHT"),   a  private  New  Jersey
corporation.  The parties  entered into a  definitive  agreement on November 15,
2000  whereby the Company  would  acquire  AHT.  AHT would become a wholly owned
subsidiary  upon  completion  of the  merger and the  shareholders  of AHT would
receive  approximately 70% of the common stock of the Company. The agreement was
conditional  upon the Company being approved for trading on the Over The Counter
Bulletin Board stock exchange ("OTCBB").

         On  February  12,  2001,  the Company  submitted a Form  15c2-11 to the
National  Association  of  Securities  Dealers  ("NASD"),  in order to  become a
trading entity on the Over The Counter Bulletin Board stock exchange  ("OTCBB").
If and when the Company was approved for trading,  the Company was to go forward
with their  acquisition  of  Advanced  Hyperbaric  Technologies,  Inc.  ("AHT"),
pursuant  to the  terms  set  forth  in the  aforementioned  agreement  executed
November 15, 2000.

         The parties  mutually  agreed to rescind the  acquisition  agreement on
November 15, 2000.

         On August 8, 2001 Triple S Parts,  Inc.  ("SSS" or, the  "Company") and
Charles Booth  Professional  Hair Care  Products,  Inc., a New York  corporation
("CBI"),  and certain  stockholders of CBI representing at approximately  99% of
the  outstanding  of the common  stock,  par value $0.001 per share (the "Common
Stock"),  entered into a conditional  Reorganization Agreement (the "Agreement).
At the closing of the  transactions  contemplated by the Agreement,  the current
stockholders of SSS would own less than 35% of the outstanding  shares of Common
Stock of SSS and SSS would own 100% of the Company CBI and the existing business
of CBI. CBI  formulates and supplies of hair care products to the upscale beauty
industry including certain proprietary products.

         The August 8, 2001  Reorganization  Agreement  between  the parties was
conditional  and  predicated  upon the  Chief  Financial  Officer  and  majority
shareholder  of CBI  providing  funding for the  surviving  entity.  To date, no
funding has been  forthcoming  and the  transaction  between the parties has not
been formally consummated. Management of SSS and CBI agreed that should CBI have
not provided  adequate funding in which to enable the plan of  Reorganization to
be effectuated by February 28, 2002, at SSS's option,  the agreement between SSS
and CBI may be terminated or extended indefinitely.

         On May 13,  2002 the  agreement  with CBI was  terminated  May 13, 2002
based  upon  numerous  misrepresentations  made  to the  Company  by CBI and its
representatives.

         The Company  generated no revenues for the year ended 2002. Since we do
not  have  significant   liquid  assets,  we  may  consider  acquiring  business
opportunities  through the issuance of its equity  securities.  This will likely
result in future  dilution of the  ownership  interest  enjoyed by the Company's
current  shareholders.  Our attempts to acquire  subsidiaries in this manner has
proved to be fruitless  to date and we can provide no assurance  that it will be
able to continue  such  acquisitions  in the future.  It is also likely that any
future acquisitions by the Company will require us to make capital contributions
to the acquired businesses.

                                       4
<PAGE>

Item 2. Description of Property.

         We  presently  occupy  space,  free of charge,  at 115 E. Main  Street,
Florence, CO 81226. The Company does not own any property.

Item 3. Legal Proceedings.

         The Company was not involved in any legal proceedings in year 2002.

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

         There were no matters  submitted to a vote of security  holders for the
year ended 2002.

PART II

Item 5.  Market For Common Equity and Related Stockholder's Matters.

         The Company does not trade on any stock  exchange.  The Company has 146
shareholders  of record as of December 31, 2002.  The Company has never declared
or paid any  dividends,  and  although  there are no  restrictions  limiting its
ability to do so, it is unlikely to pay any dividends in the foreseeable future.

Item 6.  Management's Discussion and Analysis.

         The  Company  originally  intended  to  develop a niche  market for its
services  within the  motorcycle  parts industry for  hard-to-find  and outdated
motorcycle  parts  along with  various  promotional  products.  The  Company was
originally  established to supply these parts and promotional products to retail
shops and directly to end-users.

         We are presently  re-assessing  our options but are  primarily  seeking
qualified and viable merger candidates.

Results of Operations

         The Company had no revenues as a result from business operations during
the year ended 2002.  It  continued  to incur  operating  expenses,  general and
administrative  expenses  in the amount of $2,000 for the year  ended  2002,  as
opposed to $8,492 for the year ended 2001.

         The  "Statement  of Cash Flows",  set forth on Page F-5 of the attached
Financial  Statements,  shows a net loss of  $(2,000) in the year ending 2002 as
compared  to a Net Loss of  $(8,492)  for the year  ending  2001;  The basic and
diluted net (loss) per common share was $(0.00) for the year ended 2002 compared
to  $(0.00)  for  year  ending  2001.  The  Company's   Total   Liabilities  and
Stockholder's  Deficit for year  ending  2002 was $0.00,  which are set forth on
Page F-4 of the attached Financials.

Capital Resources and Liquidity

         At December 31, 2002 we had a working  capital deficit of $(______) and
a  stockholders'  deficit of $(1,000)  and loss for the year ended  December 31,
2002


                                       5
<PAGE>




of $2,000,  arising  primarily  from  expenses  incurred  to meet our  reporting
requirements.  We are  dependent  upon  our  ability  to raise  capital  and the
commitment of several stockholders to fund expenses of operations.  There can be
no assurance  that we will be  successful in raising  additional  capital in the
future, or that stockholders will continue to lend funds to the Company.

Item 7.  Financial Statements.

         The Financial Statements of the Company for the year ended December 31,
2002,together  with Independent  Auditor's  Report thereon,  are contained in on
pages F-1 through F-7 attached and are incorporated herein by this reference.
















                                       6
<PAGE>


                               CHARLES BOOTH, INC.
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS
                             As of December 31, 2002






















                                      F-1
<PAGE>



                           INDEPENDENT AUDITORS REPORT


To the Board of Directors
   Charles Booth, Inc.
   (A Development Stage Company)
   Broomfield, Colorado

We have audited the  accompanying  balance sheet of Charles  Booth,  Inc., as of
December 31, 2002 and the related statements of expenses,  stockholders deficit,
and cash flows for the two years  ended  December  31,  2002 and the period from
February  22, 1996  (Inception)  through  December  31,  2002.  These  financial
statements  are  the   responsibility   of  Charles  Booth's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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 Charles  Booth,  Inc., as of
December 31, 2002,  and the results of its operations and its cash flows for the
periods described in conformity with accounting principles generally accepted in
the United States of America.


MALONE & BAILEY, PLLC
Houston, Texas
www.malone-bailey.com

April 3, 2003


                                      F-2
<PAGE>
<PAGE>



                               CHARLES BOOTH, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                             As of December 31, 2002






         ASSETS                                                    $       0
                                                                   =========



         LIABILITIES

Accounts payable                                                   $   1,000
                                                                   ---------

Commitment


         STOCKHOLDERS' DEFICIT

Common stock, $.0005 par, 50,000,000 shares
    authorized, 2,956,500 shares issued and outstanding                1,478
Paid in capital                                                      106,099
Deficit accumulated during the development stage                    (108,577)
                                                                   ---------
       Total Stockholders' Deficit                                    (1,000)
                                                                   ---------
         TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                 $       0
                                                                   =========


                 See accompanying summary of accounting policies
                       and notes to financial statements.










                                      F-3
<PAGE>


<TABLE>
<CAPTION>

                               CHARLES BOOTH, INC.
                          (A Development Stage Company)
                             STATEMENTS OF EXPENSES
               For the years ended December 31, 2002 and 2001 and
                  The Period from February 22, 1996 (Inception)
                            Through December 31, 2002




Inception
Through
                                                 2002            2001          2002
                                              -----------    -----------    -----------
<S>                                           <C>            <C>            <C>
Administrative expenses                       $     2,000    $     8,492    $   108,577
                                              -----------    -----------    -----------
Net loss                                      $    (2,000)   $    (8,492)   $  (108,577)
                                              ===========    ===========    ===========


Basic and diluted net loss per common share   $     (0.00)   $     (0.00)

Weighted average common shares outstanding      2,881,500      2,759,250


</TABLE>



                 See accompanying summary of accounting policies
                       and notes to financial statements.












                                      F-4
<PAGE>



                               CHARLES BOOTH, INC.
                          (A Development Stage Company)
                      STATEMENT OF CHANGES IN STOCKHOLDERS'
            DEFICIT For the Period from February 22, 1996 (Inception)
                            Through December 31, 2002


                                                          Deficit
                                                        Accumulated
                                                        Development
                                  Shares      Amount       Stage       Totals
                                ---------   ---------   ---------    ---------

Shares issued to founders
    in 1996                       792,000   $     339        --      $     339

Shares issued to founders
    in 1997                        33,000          16        --             16

Shares issued for services
    in 1999                        31,500      31,500        --         31,500

Contributions to capital
    in 1999                          --        11,325        --         11,325

Shares issued for services
    in 2000                     1,887,000      62,897        --         62,897


Net loss                             --          --     $ (98,085)     (98,085)
                                ---------   ---------   ---------    ---------
Balances, December 31, 2000     2,743,500     106,077     (98,085)       7,992

Shares issued for services         63,000         500         500

Net loss                             --          --        (8,492)      (8,492)
                                ---------   ---------   ---------    ---------
Balances, December 31, 2001     2,806,500     106,577    (106,577)           0

Shares issued for services        150,000       1,000        --          1,000

Net loss                             --          --        (2,000)      (2,000)
                                ---------   ---------   ---------    ---------
Balances, December 31, 2002     2,956,500     107,577   $(108,577)   $  (1,000)
                                =========               =========    =========
Less par value                                  1,478
                                            ---------
Paid in capital                             $ 106,099
                                            =========


                 See accompanying summary of accounting policies
                       and notes to financial statements.


                                      F-5
<PAGE>


<TABLE>
<CAPTION>

                               CHARLES BOOTH, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
               For the years ended December 31, 2002 and 2001 and
                  the Period from February 22, 1996 (Inception)
                            Through December 31, 2002


                                                                                        Inception
                                                                                         Through
                                                        2002            2001              2002
                                                        --------       --------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                     <C>             <C>            <C>
    Net loss                                            $ (2,000)       $(8,492)       $(108,577)
    Adjustments to reconcile net loss
      to cash used in operating activities:
      Stock issued for services                            1,000            500           96,252
    Changes in:
      Accounts payable                                     1,000           --              1,000
                                                        --------       --------        ---------
NET CASH USED IN OPERATING ACTIVITIES                          0         (7,992)         (11,325)


CASH FLOWS FROM FINANCING ACTIVITIES
    Contributions to capital                                --             --             11,325
                                                        --------       --------        ---------
NET CHANGE IN CASH                                             0         (7,992)               0
    Cash balance, beginning                                    0          7,992            --  0
                                                        --------       --------        ---------
    Cash balance, ending                                $      0       $      0        $       0
                                                        ========       ========        =========

Supplemental Disclosures:
    Interest paid in cash                               $      0       $      0        $       0
    Income taxes paid in cash                                  0              0                0
</TABLE>

<PAGE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.


                                      F-6
<PAGE>

                               CHARLES BOOTH, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business. Triple S Parts, Inc. ("Triple S") was incorporated in Nevada
on February 22, 1996.  On October 8, 2001,  Triple S changed its name to Charles
Booth, Inc.  ("Charles  Booth").  Charles Booth has no current operations and is
presently seeking a merger partner.

Cash and Cash Equivalents. For purposes of the statements of cash flows, Charles
Booth  considers  all  highly  liquid  investments  purchased  with an  original
maturity  of three  months or less to be cash  equivalents.  There  were no cash
equivalents as of December 31, 2002.

Use of Estimates. In preparing financial statements,  management makes estimates
and  assumptions  that affect the reported  amounts of assets and liabilities in
the  balance  sheet and revenue and  expenses  in the income  statement.  Actual
results could differ from those estimates.

Revenue recognition.  Charles Booth has no revenue recognition policy because it
has no revenues.

Income taxes. Charles Booth recognizes deferred tax assets and liabilities based
on  differences  between  the  financial  reporting  and tax bases of assets and
liabilities  using the  enacted  tax rates and laws that are  expected  to be in
effect when the differences are expected to be recovered. Charles Booth provides
a valuation  allowance  for  deferred  tax assets for which it does not consider
realization of such assets to be more likely than not.

Basic and diluted  loss per share is  reported  under  Statement  No. 128 of the
Financial Accounting Standards Board ("FAS 128"), which requires the calculation
of basic and diluted  earnings per share.  Basic and diluted net loss per common
share is  calculated  by dividing  the net loss by the weighted  average  shares
outstanding.  There  were no  common  stock  equivalents  to  calculate  diluted
earnings per share.

Stock split. On July 10, 1999, Charles Booth had an eleven for one forward split
of common  stock.  On August 8, 2000,  Charles Booth had a three for one forward
split of common  stock.  All amounts have been  restated for the effects of both
splits.

Recently  issued  accounting  pronouncements.  Charles Booth does not expect the
adoption of recently  issued  accounting  pronouncements  to have a  significant
impact on Charles  Booth's  results of  operations,  financial  position or cash
flow.

                                      F-7
<PAGE>


NOTE 2 - COMMON STOCK

In 1996,  Charles  Booth issued  792,000  shares of common stock to the founders
valued at $339.

In 1997, Charles Booth issued an additional 33,000 shares of common stock to the
founders  valued at $16. In 1999,  Charles  Booth issued 31,500 shares of common
stock for services valued at $31,500.

In 1999, a shareholder contributed $11,325 to fund ongoing operations of Charles
Booth.  In 2000,  Charles  Booth  issued  1,887,000  shares of common  stock for
services valued at $62,897.

In 2001,  Charles Booth issued 63,000 shares of common stock for services valued
at $500.

In 2002, Charles Booth issued 150,000 shares of common stock for services valued
at $1,000.


NOTE 3 - INCOME TAXES

                  Deferred tax assets                $ 1,800
                  Less: valuation allowance           (1,800)
                                                     -------
                  Net deferred taxes                 $     0
                                                     =======

Charles Booth has a net operating loss carryforward of approximately  $12,000 as
of December 31, 2002 which expires in 2011 through 2022.


NOTE 4 - COMMITMENTS

Charles Booth  maintains its offices in the office of the president  pursuant to
an oral agreement on a rent-free month-to-month basis.

                                      F-8
<PAGE>


Item 8.  Changes in and Disagreements with Accountants.

There are no  changes or  disagreements  with our  accountants  who are Malone &
Bailey, PLLC, 5444 Westheimer Rd., #2080, Houston, TX 92236.

PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons.

         Dominic  T.  Martinez,  age 32, is the  Company's  sole  officer,  sole
Director and CEO. He is a resident of Florence,  Colorado. After graduating from
high school, Mr. Martinez attended the University of Southern Colorado as a full
time student,  working summers.  Upon graduation from the university  (1994), he
worked at the Dayton-Hudson Corp. in the assets protection department. This work
experience  influenced  his  choice to accept  his next  position  as a Clinical
Therapist at a local hospital. Taking advantage of a business opportunity in the
year 2000, he assumed a business consulting position for Starr Consulting,  Inc.
Mr.  Martinez  is also a director  and  Secretary  of Wave  Power.Net,  Inc.,  a
Delaware  corporation that is publically traded on the Over the Counter Bulletin
Stock Exchange.

Item 10.  Executive Compensation.

         The Company has paid no compensation  to any officer or director,  past
or present, for services rendered to the Company.

Item 11.  Security  Ownership of Beneficial Owners.

         The  following  table sets forth  information  as of December 31, 2002,
regarding the ownership of the Company's common stock by each shareholder  known
to the  Company  to be the  beneficial  owner of more than five  percent  of its
outstanding shares of common stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and investment  power with respect to the shares of common stock
beneficially owned.





                                       7
<PAGE>




             Title of Name & Address of      Amount & Nature        Percent
Class             Beneficial Owner            of Ownership        of Class (1)
------        --------------------------    ---------------      ------------

Common         Dominic T. Martinez,               0                    0
               President & Director
               115 E. Main St. #1,
               Florence, CO 81226

(1) Out of  2,806,500  shares of  Common  Stock  issued  and  outstanding  as of
December 31, 2001.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

Item 13.  Exhibit and Reports on Form 8-K

     a) INDEX TO EXHIBITS

                  None.

     b) REPORTS OF FORM 8-K

                  On May 10, 2002, the company filed a Form 8-K  referencing the
                  fact  that  on  May  9,  2002,   Thomas  Pierson  resigned  as
                  President,  Secretary and Director of Charles  Booth,  Inc. On
                  May 9, 2002,  Dominic  Martinez was appointed and accepted his
                  appointment as President, Secretary, Treasurer and Director of
                  the  Corporation.  Mr.  Pierson's  resignation  as  President,
                  Secretary  and Director and Mr.  Martinez's  acceptance as the
                  Corporation's  President,  Secretary,  Treasurer and Director,
                  shall be deemed effective this May 9, 2002.

Item 14. Controls and Procedures.

         Within 90 days  prior to the date if this  report,  we  carried  out an
evaluation under the supervision and with the participation of our President and
Secretary/Treasurer,  of the  effectiveness  of the design and  operation of our
disclosure controls and procedures.  Based on this evaluation, our President and
Secretary/Treasurer  concluded that our  disclosure  controls and procedures are
effective  in  timely  alerting  them to  material  information  required  to be
included in our periodic SEC reports.  It should be noted that the design of any
systems of controls is based in part upon certain  assumptions of the likelihood
of future events, and there can be no assurances that any design will succeed in
achieving it stated goals under all potential future  conditions,  regardless of
how remote. In addition, we have reviewed our internal controls,  and there have
been no  significant  changes in our internal  controls or in any other  factors
that could  significantly  affect those control  subsequent to the date of their
last evaluation.










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<PAGE>



                                SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the  undersigned,  thereunto duly  authorized  this 14th day of April,
2003.

                        CHARLES BOOTH, INC.


                        /s/ Dominic T. Martinez
                        ---------------------------------------------
                        By: Dominic T. Martinez, President & Director





















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<PAGE>


                                  CERTIFICATION

I, Dominic T. Martinez, certify that:

         1. I have reviewed this 2002 year-end  report on Form 10-KSB of Charles
Booth, Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  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 quarterly 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-4 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  consolidated  subsidiaries,  is made
known to us by others within those entities,  particularly  during the period in
which this quarterly 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 quarterly report (the "Evaluation  Date");  and
c) presented in this quarterly 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 quarterly 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 14 ,2003

         /s/ Dominic T. Martinez
        ------------------------
            Dominic T. Martinez,
            Chief Executive Officer & Chief Financial Officer









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