FORM 10-KSB
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X] ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
    1934 For the fiscal year ended: December 31, 2002


                        Commission file number 000-32341

                                  QUIXIT, INC.
                               -------------------
                 (Name of small business issuer in its charter)

        Colorado                                    84-1485082
        --------                                    ----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                17 Barstow Road, Suite 301, Great Neck, NY 11021
                ------------------------------------------------
                    (Address of principal executive offices)

                   Issuer's telephone number: (303) 422-8127
                                              --------------
Securities registered under Section 12(b) of the Exchange Act: None
                                                               -----

Securities registered under Section 12(g) of the Exchange Act: Common Stock,
no par value

(Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the issuer was  required  to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days.

        Yes       No   X
           ----       ----

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of issuer's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

State issuer's  revenues for its most recent fiscal year: $0

As of December 31, 2002,  500,000 shares of the Company's  Common Stock,  no par
value per share, were held by non-affiliates. There was no active trading market
for the Company's Common Stock at December 31, 2002, and no quote was available.

The  number  of  shares  of Common  Stock of the  registrant  outstanding  as of
December 31, 2002, were 5,000,000. Documents incorporated by reference. None



<PAGE>


                                TABLE OF CONTENTS

PART I                                                                     PAGE

     Item 1.   Description of Business                                         1
     Item 2.   Description of Property                                         4
     Item 3.   Legal Proceedings                                               4
     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 or Plan of Operation       7
     Item 7.   Financial Statements                                            9
     Item 8.   Changes in and Disagreements With Accountants on Accounting     9
               and Financial Disclosure


PART III

     Item 9.   Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act               9
     Item 10.  Executive Compensation                                         11
     Item 11.  Security Ownership of Certain Beneficial Owners and Management 11
     Item 12.  Certain Relationships and Related Transactions                 11
     Item 13.  Exhibits and Reports on Form 8-K                               12


SIGNATURES                                                                    13




<PAGE>


PART I

Item 1 - Description of Business

Background

     The Company was  incorporated on May 15, 1997,  under the laws of the state
of  Colorado  as a wholly  owned  subsidiary  of  Ximedix,  Inc.  Ximedix,  Inc.
transferred  the  exclusive  rights  and  related  assets  to the  patented  and
copyrighted IV Safe-Trace line of products for the organization,  identification
and control of fluid drug administration procedures in hospital settings as well
as a computer software development  project,  identified as the MediQ Medication
Error  Quality  Improvement  System.  Effective  July  1,  1998,  Ximedix,  Inc,
"spun-off" the Quixit,  Inc.  subsidiary to the Ximedix,  Inc.  shareholders  of
record as of June 30, 1998.  The Company sold the IV Safe-Trace  System  product
rights,  assets,  customer and vendor lists and certain  liabilities  to a newly
formed corporation  (MedShield  Corporation) and the MediQ Software  development
assets and certain  liabilities  to TeleMedix  International,  LTD. on March 25,
1999 for assumption of debt.  Essentially all expenditures and expenses incurred
in 1997, 1998 and through the 1st Quarter of 1999 were directly  attributable to
the development of the MediQ Computer Software System.

     On January 16,  2003,  a change in control (the "Change in Control") of the
Registrant  occurred.  Pursuant to a Stock Purchase Agreement dated December 20,
2002 by and among the Registrant,  H. Daniel Boone and TOP Group Corporation,  a
New York corporation  ("TOP Group New York"),  TOP Group New York purchased from
Mr. Boone  4,400,000  shares of common stock,  no par value,  of the Registrant,
representing  eighty-eight percent (88%) of the outstanding capital stock of the
Registrant. The aggregate purchase price was $200,000, which was paid out of the
working  capital  funds of TOP  Group  New  York.  TOP  Group New York also paid
$75,000  as  additional  capital  for the  payment  of  certain  fees and  costs
associated with the  transaction.  Further,  TOP Group New York paid CMI Capital
$16,500 as a consulting fee in connection with the transaction.

     Ninety-five  percent  (95%)  of  the capital stock of TOP Group New York is
held  by  Song  Ruhua.  Mr.  Song  is  the  founder and Chairman of TOP Group, a
privately  owned,  China-based  hi-tech  conglomerate  specializing  in computer
software,  computer  hardware,  LED display systems, network technology, applied
electronics,  communications  technology  and IT education.  TOP Group presently
owns  three  publicly  traded  companies:  Sichuan  TOP  Software  Co. Ltd. (TOP
Software),  listed  on the Shenzhen Stock Exchange ("SZSE") (stock code 000583);
Jiangsu  Chinese.com  Co.  Ltd.  (Chinese.com),  listed  on the SZSE (stock code
0008051); and Chengdu TOP Sci-tech Co. Ltd. (TOP Sci-Tech), listed on the Growth
Enterprise  Market  of  the Hong Kong Stock Exchange ("HKSE") (stock code 8135).

     Prior to Change in Control, the company's purpose was to seek,  investigate
and,  if such  investigation  were to  warrant,  acquire an interest in business
opportunities  presented  to it by persons or firms who or which  desire to seek
the  perceived  advantages  of a  corporation  which  is  registered  under  the
Securities  Exchange  Act of 1934  (the  "Exchange  Act"). Since  the  Change in
Control,  the  Company  is no longer  pursuing  this  objective.  Rather,  it is
anticipated  that the  company  will  operate  as a  development  stage  company
concentrating  in  the  computer  software  industry.  However  there  can be no
assurances a this time that the Company's  anticipated future objectives will be
pursued or achieved.
                                     -1-

<PAGE>


Competition

     Prior  to  the  Change  in  Control,   the  Company  was  an  insignificant
participant  among  the firms  which  engaged  in the  acquisition  of  business
opportunities. If the Company pursues the objective of being a development stage
computer  software  company.  there will be many established  computer  software
concerns which have significantly  greater financial and personnel resources and
technical expertise than the Company. In view of the Company's limited financial
resources,  the  Company  will  continue  to  be  at a  significant  competitive
disadvantage compared to the Company's competitors.

Employees

     The Company presently has no full time employees.  The Company's president,
has agreed to allocate a portion of his time to the  activities  of the Company,
without compensation at this time.


Investment Company Act of 1940

       The Company may  participate in a business or opportunity by purchasing,
trading or selling the  securities of such business.  However,  the Company does
not intend to engage  primarily in such  activities.  Specifically,  the Company
intends  to  conduct  its  activities  so as to  avoid  being  classified  as an
"investment  company" under the Investment  Company Act of 1940 (the "Investment
Act"),   and  therefore   avoid   application  of  the  costly  and  restrictive
registration  and other  provisions of the  Investment  Act and the  regulations
promulgated thereunder.

        Section  3(a)  of the  Investment  Act  provides  the  definition  of an
"investment  company"  which includes an entity that engages or holds itself out
as being engaged primarily in the business of investing,  reinvesting or trading
in  securities,  or that  engages  or  proposes  to  engage in the  business  of
investing,  reinvesting,  owning,  holding  or trading  "investment  securities"
(defined as all  securities  other than  government  securities,  securities  of
majority-owned  subsidiaries  and certain other  securities)  the value of which
exceeds 40% of the value of its total assets (excluding  government  securities,
cash or cash items).  The Company  intends to implement  its business  plan in a
manner  that  will  result  in the  availability  of  this  exception  from  the
definition of "investment company."  Consequently,  the Company's  participation
in a  business  or  opportunity  through  the  purchase  and sale of  investment
securities will be limited.  In order to avoid  classification  as an investment
company,  the Company will search for,  analyze and acquire or  participate in a
business  opportunity by use of a method that does not involve the  acquisition,
ownership or holding of investment securities.

                                      -2-

<PAGE>


     The  Company's  plan  of  business  may  involve  changes  in  its  capital
structure,  management,  control and business, especially in light of the Change
in Control  discussed above.  Each of these areas is regulated by the Investment
Act,  which  regulation  has the purported  purpose of protecting  purchasers of
investment  company  securities.  Since  the  Company  will not  register  as an
investment  company,  its  shareholders  will not be  afforded  these  purported
protections.

Certain Risks

        The Company's  business is subject to numerous  risk factors,  including
the following:

     Minimal  Operating  History or Revenue and Minimal Assets.  The Company has
had minimal operating history and no revenues or earnings from operations in the
past two years.  The Company has no significant  assets or financial  resources.
The Company will, in all likelihood,  have to sustain operating expenses without
corresponding revenues. This may result in the Company incurring a net operating
loss which will increase  continuously  until the Company can achieve profitable
business  opportunities.  There is no  assurance  that the  Company  can achieve
profitability.

     Speculative  Nature of Company's  Proposed  Operations.  The success of the
Company's  proposed  plan of  operation  will  depend  to a great  extent on the
operations,  financial  condition and  management of the business.  This must be
considered a speculative venture

    Continued Management Control; Limited Time Availability. At this time, none
of the Company's officers has entered into a written  employment  agreement with
the Company.  The Company has not obtained key man life  insurance on any of its
officers or directors.  Notwithstanding  the foregoing,  loss of the services of
any of these  individuals  would adversely  affect  development of the Company's
business and its likelihood of continuing  operations.  See Item 9,  "Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act."

        Conflicts of Interest - General.  Certain of the officers and  directors
of the Company are directors and/or principal  shareholders of other blank check
companies  and,  therefore,  could face  conflicts  of interest  with respect to
potential acquisitions.  In addition,  officers and directors of the Company may
in the future  participate in business ventures which could be deemed to compete
directly with the Company.  Additional conflicts of interest and non-arms length
transactions may also arise in the future in the event the Company's officers or
directors  are  involved  in the  management  of any firm with which the Company
transacts  business.

     Lack of Market Research or Marketing Organization.  The Company has neither
conducted,  nor have others made  available  to it,  results of market  research
indicating  that  market  demand  exists for the  business  contemplated  by the
Company. The company has no marketing organization as of date of this report.
                                       -3-

<PAGE>


     Lack  of  Diversification.  The  Company's  proposed  operations,  even  if
successful,  will in all likelihood  result in the Company engaging in a limited
business area.  Consequently,  the Company's  activities may be limited to those
engaged in by the business which the Company develops.  The Company's inability
to diversify  its  activities  into a number of areas may subject the Company to
economic  fluctuations  within a particular  business or industry and  therefore
increase the risks associated with the Company's operations.

        Regulation. Although the Company will be subject to regulation under the
Exchange Act,  management believes the Company will not be subject to regulation
under the  Investment  Company Act of 1940,  insofar as the Company  will not be
engaged in the business of investing or trading in securities.  In the event the
Company  engages in business  combinations  which result in the Company  holding
passive  investment  interests  in a number of  entities,  the Company  could be
subject to regulation  under the Investment  Company Act of 1940. In such event,
the Company would be required to register as an investment  company and could be
expected to incur significant registration and compliance costs. The Company has
obtained no formal  determination from the Securities and Exchange Commission as
to the  status of the  Company  under the  Investment  Company  Act of 1940 and,
consequently,  any  violation of such Act would  subject the Company to material
adverse consequences.

Item 2 - Description of Property
- ---------------------------------

     Prior to the Change in Control the Company had no properties. Subsequent to
the Change in Control,  the Company has shared  office  space with TOP Group New
York at 17 Barstow Road,  Suite 301, Great Neck, New York,  11021,  which is the
Company's  present mailing address.  At this time, the company has no agreements
to acquire any properties.

     Management  believes  that this office  sharing  arrangement  will meet the
Company's needs at this time.

Item 3 - Legal Proceedings
- ---------------------------

        The Company is not a party to any legal proceedings, nor does management
believe that any such proceedings are contemplated.

                                      -4-

<PAGE>

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

     No  matters  were  submitted  by the  Company  to a vote  of the  Company's
shareholders through the solicitation of proxies or otherwise, during the fiscal
year covered by this report.

PART II

Item 5 - Market for Common Equity and Related Stockholder Matters
- ------------------------------------------------------------------

ITEM 5. MARKET FOR THE  REGISTRANT'S  COMMON STOCK AND RELATED  SECURITY  HOLDER
MATTERS
     (a) The Registrant's  common stock approved for trading on in the over-the-
counter  market under the symbol QXIT (OTC Bulletin  Board Symbol)  effective in
2002. The table below sets forth the high and low bid prices of the Registrant's
common stock for the periods  indicated.  Such prices are  inter-dealer  prices,
without  mark-up,  mark-down or  commissions  and do not  necessarily  represent
actual sales.

Year Ended December 31, 2002
                                                   High Bid      Low Bid
                                                   --------      -------
          1st quarter                                  *            *
          2nd quarter                                  *            *
          3rd quarter                                  *            *
          4th quarter                                 .05           0


Year Ended December 31, 2001:
                                                   High Bid      Low Bid
                                                   --------      -------
          1st quarter
          2nd quarter                              No Quotes (Not Trading)
          3rd quarter
          4th quarter


        The  above  quotations  reflect  inter-dealer  prices,   without  retail
mark-up,  mark-down,  or commission  and may not  necessarily  represent  actual
transactions.

        The Company has not  declared or paid any cash  dividends  on its common
stock and does not anticipate paying dividends for the foreseeable future.

                                      -5-
<PAGE>


     (b) As of  December  31,  2002,  there  were 51  holders  of  record of the
Registrant's common stock.

     (c) The Registrant has neither  declared nor paid any cash dividends on its
common stock,  and it is not anticipated that any such dividend will be declared
or paid in the foreseeable future.

        Effective  August 11, 1993, the Securities and Exchange Commission  (the
"Commission")  adopted Rule 15g-9,  which established the definition of a "penny
stock," for purposes relevant to the Company,  as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions.  For any transaction involving a
penny  stock,  unless  exempt,  the rules  require:  (i) that a broker or dealer
approve a person's account for transactions in penny stocks;  and (ii) that the
broker  or  dealer  receive  from  the  investor  a  written  agreement  to  the
transaction,  setting  forth the  identity and quantity of the penny stock to be
purchased.  In order to approve a person's  account for  transactions  in penny
stocks,  the  broker  or  dealer  must  (i)  obtain  financial  information  and
investment  experience and objectives of the person;  and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient  knowledge and experience in financial matters to
be capable of evaluating the risks of transactions  in penny stocks.  The broker
or dealer  must also  deliver,  prior to any  transaction  in a penny  stock,  a
disclosure  schedule  prepared  by the  Commission  relating  to the penny stock
market,  which,  in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) states that the broker or
dealer  received a signed,  written  agreement  from the  investor  prior to the
transaction.  Disclosure  also has to be made  about the risks of  investing  in
penny  stock in both  public  offerings  and in  secondary  trading,  and  about
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

Holders

     There are approximately 51 record holders of the Company's Common Stock. An
aggregate  of 4,500,000  shares  of the issued  and  outstanding  shares  of the
Company's Common Stock are "restricted" securities.


                                      -6-

<PAGE>


Dividends

        The Company has not paid any  dividends to date,  and has no plans to do
so in the immediate future.


Item 6 - Management's Discussion and Analysis or Plan of Operation
- -------------------------------------------------------------------

Plan of Operation

  It is anticipated that the Company will operate as a development stage company
concentrating in the computer software industry in the United States.  In
furtherance of this purpose, it is anticipated that the Company will enter into
business arrangements with its affiliate, TOP Group, a privately owned,
China-based hi-tech conglomerate specializing in computer software, computer
hardware, LED display systems, network technology, applied electronics,
communications technology and IT education.  However, there can be no assurances
at this time that the Company's anticipated future objectives will be pursued or
achieved.

Results of  Operations  for the Year Ended  December  31, 2002  Compared to Year
Ended December 31, 2001.

     The Company had no revenues or operations  in year ended  December 31, 2002
or 2001. The Company incurred expenses of $29,500 for legal services in the year
ended  December  31,  2002  compared  to $2,500 in  miscellaneous  expenses  and
accounting in the year ended  December 31, 2001. The company had net loss in the
year ended December 31, 2002 of ($29,500)  compared to a net loss of ($2,500) in
the year ended December 31, 2001. The  profit/loss per share was nominal in 2002
and in 2001.

     The losses should be expected to continue  until the Company's long-range
business plan is adopted and implemented.


LIQUIDITY AND CAPITAL RESOURCES

     At year end,  the Company  had no  operating  capital  and is reliant  upon
advances from shareholders or loans  to pay any expenses  incurred.  The Company
had no commitments from any person for advances or loans.

Going concern

     The Company has incurred  significant  losses from  operations for the year
ended March 31, 2002, and such losses are expected to continue. In addition, the
company  has a  working  capital  deficit  of  $_________  for  the  year  ended
_________________.  The foregoing raises  substantial  doubt about the Company's
ability to continue  as a going  concern.  Management's  plans  include  seeking
additional  capital  and/or debt  financing or the possible sale of the Company.
There is no guarantee  that  additional  capital  and/or debt  financing will be
available when and to the extent required,  or that if available,  it will be on
terms acceptable to the Company.  The consolidated  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.
                                      -7-

<PAGE>

Recent Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations" and No. 142, "Accounting for Goodwill and Other Intangibles"
("SFAS 141" and "SFAS 142", respectively). Under these new standards, all
acquisitions subsequent to June 30, 2001, must be accounted for under the
purchase method of accounting and goodwill is no longer amortized but is
reviewed annually (or more frequently if impairment indicators arise) for
impairment. Separable intangible assets acquired in a business combination that
are not deemed to have an indefinite life will continue to be amortized over
their useful lives. With respect to goodwill and intangible assets acquired
prior to July 1, 2001, companies are required to adopt SFAS 142 in their fiscal
year beginning after December 15, 2001.

     In August 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" ("SFAS 143"). SFAS 143 establishes accounting standards for
recognition and measurement of a liability for the costs of asset retirement
obligations. Under SFAS 143, the costs of retiring an asset will be recorded as
a liability when the retirement obligation arises, and will be amortized to
expense over the life of the asset.

     In October 2001, FASB issued SFAS No. 144. "Accounting for the Impairment
or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets and
discontinued operations.

     The Company believes of these  pronouncements  will have no effect,  on the
consolidated  financial  position and results of  operations  as  reported.  The
Company has adopted each of these standards for the first quarter of fiscal year
2003 and thereafter.


Evaluation of Internal and Disclosure Controls
----------------------------------------------

     The  management  of the  company has  evaluated  the  effectiveness  of the
issuer's disclosure controls and procedures as of a date within 90 days prior to
the filing  date of the report  (evaluation  date) and have  concluded  that the
disclosure  controls and procedures are adequate and effective  based upon their
evaluation as of the evaluation date.

     There were no significant  changes in internal controls or in other factors
that could significantly  affect internal controls subsequent to the date of the
most recent evaluation of such,  including any corrective actions with regard to
significant deficiencies and material weaknesses.




                                      -8-

<PAGE>


Item 7 - Financial Statements
- ------------------------------

        The  response to this item is  submitted  as a separate  section of this
report beginning on page F-1.

Item 8 -  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
- ------------------------------------------------------------------------------
Financial Disclosure
- ---------------------

     In  January,  2001,  the Company  engaged  Michael  Johnson & Co.,  Denver,
Colorado,  as its new  principal  independent  accountant to audit the Company's
financial statements.  The prior accountant was Hilderbrand & Associates.  There
has been no  disagreement  between  accountants  regarding  the  application  of
accounting principles to any specific completed or contemplated transaction,  or
as to policies as to accounting.

     In  connection  with audits of two most recent fiscal years and any interim
period preceding resignation,  no disagreements exist with any former accountant
or any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure,  or auditing scope of procedure,  which disagreements if no resolved
to the  satisfaction  of the former  accountant  would  have  caused him to make
reference  in  connection   with  his  report  to  the  subject  matter  of  the
disagreement(s).

     The decision to change  accountants  was approved by the Board of Directors
as the registrant has no audit committee.

     The principal  accountants'  reports on the financial statements for any of
the past two years  contained no adverse  opinion or a disclaimer of opinion nor
was qualified as to uncertainty,  audit scope, or accounting  principles  except
for the "going concern" qualification.

PART III

Item  9  -  Directors,   Executive  Officers,  Promoters  and  Control  Persons;
- ------------------------------------------------------------------------------
Compliance with Section 16(a) of the Exchange Act
- --------------------------------------------------

        Set forth below is certain  information  concerning  the  directors  and
executive officers of the Company as of the date of filing this report.

Name                         Age                  Position
----                         ---                  --------
Daniel Boone                 64          President and Director
                                        (resigned ad President January 16, 2003)

Hengming Yang                41          President and Director
                                        (appointed January 16, 2003)

        Officers are  appointed by and serve at the  discretion  of the Board of
Directors.  Each  director  holds  office  until  the  next  annual  meeting  of
shareholders  or until a successor has been duly elected and qualified.  Each of
the Company's  officers and directors  devotes only such time as is available to
the  business  of the  Company.  There are no family  relationships  between any
directors or executive officers of the Company.

                                      -9-

<PAGE>


BIOGRAPHICAL INFORMATION

     H. DANIEL  BOONE,  age 64, as of January  16,  2003,  H.  Daniel  Boone has
resigned as President of the Registrant,  Quixit, Inc. From 1956-1967, Mr. Boone
attended Southern Methodist University in Dallas, Texas. Form 1957-1961, he also
attended  the  University  of Houston in  Houston,  Texas and  graduated  with a
Bachelors in Business Administration. From 1961-1962, he attended General Motors
Institute  of  Technology  in Flint,  Michigan and  graduated  with a Masters in
automobile dealership  management.  Mr. Boone's business experience from 1995 to
present  includes being a general partner in B&F  Investments,  a private equity
investment  firm.  Additionally,  he has been a  consultant  to  several  public
companies  involved  in various  industries  and also a  participant  in various
mergers  and  acquisition  entities,  both  public and  private.  Mr.  Boone was
actively involved in the automobile  industry  (1957-1995)  including all phases
and ending in 1995 with over 30 years as President,  CEO and  Dealer/Owner of 12
major domestic and foreign franchises.

     HENGMING  YANG,  age 41,  serves as President  and a member of the Board of
Directors  of TOP Group New York.  Mr. Yang joined the  China-based  company TOP
Group in 2000, where he serves as Vice President of TOP  International  Division
and is responsible for TOP Group's U.S. operations.  Prior to joining TOP Group,
Mr. Yang served as Chief Executive  Officer of  Chaopiao.com  from 1999 to 2000.
From 1997 through 1999, Mr. Yang served as Vice President of CCL, Inc.

Compliance with Section 16(a) of the Exchange Act

        Section  16(a) of the  Securities  Exchange  Act of 1934 (the  "Exchange
Act") requires that the Company's  officers and  directors,  and persons who own
more than ten percent of a registered class of the Company's equity  securities,
file  reports of  ownership  and changes in ownership  with the  Securities  and
Exchange   Commission.   Officers,   directors  and  greater  than  ten  percent
stockholders  are required by regulation to furnish to the Company copies of all
Section 16(s) forms they file.

Conflicts of Interest

        Members of the  Company's  management  are  associated  with other firms
involved in a range of business  activities.  Consequently,  there are potential
inherent  conflicts of interest in their acting as officers and directors of the
Company.  Insofar as the officers and  directors  are engaged in other  business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.

        Certain of the officers and  directors of the Company are  directors and
principal  shareholders  in  other  blank  check  companies,  and  officers  and
directors  of the Company  may in the future  become  shareholders,  officers or
directors of other  companies which may be formed for the purpose of engaging in
business  activities  similar to those  conducted by the  Company.  Accordingly,
direct  conflicts  of  interest  may arise in the  future  with  respect to such
individuals  acting on behalf of the  Company or other  entities.  Conflicts  of
interest may arise with respect to opportunities  which come to the attention of
such  individuals in the  performance of their duties or otherwise.  The Company
does not  currently  have a right of first refusal  pertaining to  opportunities
that come to management's  attention insofar as such opportunities may relate to
the Company's proposed business operations.

        There can be no assurance that  management will resolve all conflicts of
interest in favor of the Company.

                                      -10-

<PAGE>


Item 10 - Executive Compensation
- ---------------------------------

     None of the Company's  officers  and/or  directors  presently  receives any
compensation for their  respective  services  rendered to the Company,  nor have
they received such compensation in the past. They all have agreed to act without
compensation  until  authorized  by the  Board of  Directors.  As of the date of
filing  this  report,  the  Company has no funds  available  to pay  officers or
directors.   Further,  none  of  the  officers  or  directors  is  accruing  any
compensation pursuant to any agreement with the Company.

        No  retirement,  pension,  profit  sharing,  stock  option or  insurance
programs  or other  similar  programs  have been  adopted by the Company for the
benefit of its employees.

Item 11 - Security Ownership of Certain Beneficial Owners and Management
- -------------------------------------------------------------------------

     The following  table sets forth certain  information  regarding  beneficial
ownership  of the  Company's  Common  Stock as of December  31, 2002 by (i) each
person  who is known by the  Company  to own  beneficially  more  than 5% of the
Company's  outstanding  Common  Stock;  (ii)  each  of the  Company's  executive
officers and  directors;  and (iii) all  executive  officers and  directors as a
group.  Except  as  noted,  each  person  or  entity  has sole  voting  and sole
investment power with respect to the shares shown.


Name and Address                          Shares Beneficially Owned
of Beneficial Owner                     Number                Percent
- -------------------                     ------                -------
H. Daniel Boone                         4,500,000               90%
President & Director

All directors and executive             4,500,000               90%
officers as a group (1 person)

Each principal  shareholder has sole investment power and sole voting power over
the shares.


Item 12 - Certain Relationships and Related Transactions
- --------------------------------------------------------

        There were no related party transactions during year 2002.

                                  -11-

<PAGE>


Item 13 - Exhibits and Reports on Form 8-K
- -------------------------------------------

(a)      Exhibits

         SK# 99.14 Sarbanes Oxely Certification

(b)     Reports on Form 8-K

           None.
                                      -12-

<PAGE>


                                   Signatures

        Pursuant to the  requirements  of Section 13 or 15(d) 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.


                                              QUIXIT, INC.



Date:  January 21, 2003                         By: /s/Hengming Yang
                                                 -------------------------
                                                 Hengming Yang, President


        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date:  January 21, 2002                  By: /s/Hengming  Yang
       --------------                  ----------------------------------------
                                       Hengming  Yang, President and Director

Date:  January 21, 2003                  By:H. Daniel Boone
       ----------------                ----------------------------------------
                                       H. Daniel Boone, Director


                                      -13-

<PAGE>

                                  QUIXIT, INC.

                                   FORM 10-KSB

                          INDEX OF FINANCIAL STATEMENTS



                                                                          Pages

Auditor's Report                                                             F-1

Balance Sheets                                                               F-2

Statements of Operations                                                     F-3

Statements of Changes in Stockholders' Equity                                F-4

Statements of Cash Flows                                                     F-5

Notes to Financial Statements                                          F-6 - F-8



<PAGE>

                                  QUIXIT, INC.

                              FINANCIAL STATEMENTS

                                December 31, 2002





<PAGE>








                           MICHAEL JOHNSON & CO., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237


Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s






                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Quixit, Inc.
Colorado Springs, CO


We have audited the accompanying balance sheets of Quixit, Inc., as of December
31, 2002 and 2001, and the related statements of operations, stockholders'
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 Quixit, Inc., as of December
31, 2002 and 2001, and the results of their operations and their cash flows for
the years then ended, in conformity with accounting principles generally
accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 3 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operation. The
Company lost $167,293 from operations through December 31, 2002. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



Denver, Colorado
January 14, 2003

Michael Johnson & Co., LLC
/s/Michael Johnson & Co., LLC

                                      F-1



<PAGE>
<TABLE>
<CAPTION>


                                  QUIXIT, INC.
                                 Balance Sheets
                                  December 31,

<S>                                                                            <C>                   <C>



                                                                                   2002                  2001
                                                                               -------------         -------------

ASSETS;

   Current Assets:
      Cash                                                                          $ -                -  $ -
                                                                               -------------         -------------

Total Current Assets                                                                        -                     -
                                                                               -------------         -------------

TOTAL ASSETS                                                                        $ -                -  $ -
                                                                               =============         =============

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
         Accounts payable                                                          $ 29,000                   $ -
         Advances from shareholders                                                   2,500                 2,500
                                                                               -------------         -------------

Total Current Liabilities                                                           31,500                 2,500
                                                                               -------------         -------------

 Stockholders Equity
    Common stock, $.01 par value, 5,000,000 shares                                  50,000                50,000
        authorized, 5,000,000 shares issued and outstanding
    Additional Paid-In Capital                                                      85,793                85,793
    Accumulated Deficit                                                          (167,293)             (138,293)
                                                                               -------------         -------------
                                                                               -------------         -------------

Total Stockholders' Equity                                                        (31,500)                (2,500)
                                                                               -------------         -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                              $ -                   $ -
                                                                               =============         =============

</TABLE>

The accompanying notes are an integral part of these financial statements.
                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                                  QUIXIT, INC.
                            Statements of Operations
                        For the Year Ended December 31,

<S>                                                         <C>                      <C>

                                                           2002                     2001
                                                           ----                     ----

Revenue:
    Sales                                                   $       -                     $ -                     -
                                                            ---------                --------
Total Income                                                        -                       -
                                                            ---------                --------
Costs and Expenses:
     Legal & Accounting                                        29,000                       -
                                                            ---------                --------
Total Expenses                                                 29,000                       -
                                                            ---------                --------
Net Loss From Operations                                    $ (29,000)                    $ -
                                                            ---------                --------
Per Share Information:
     Weighted average number
     of common shares outstanding                           5,000,000                5,000,000
                                                            ---------                ---------
Net Loss per common share                                   *                        *
                                                            =========                =========
* Less than $.01

</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                                  QUIXIT, INC.
                              Stockholder's Equity
                               December 31, 2001
<S>                                       <C>              <C>                <C>                 <C>                <C>

                                              COMMON STOCKS                Additional                                 Total
                                                                            Paid-In           Accumulated         Stockholders'
                                       # of Shares        Amount            Capital             Deficit              Equity
                                       -----------        ------


December 31, 1997                             1,000            $ 10           $ 54,578                   $ -         $ 54,588

Net Loss for Period                               -               -                  -               (16,771)           (16,771)
                                          ---------        --------           --------            ----------          ---------
Balance - December 31, 1997                   1,000              10             54,578               (16,771)            37,817
                                          ---------        --------           --------            ----------          ---------
Issuance of stock for cash                4,999,000          49,990             31,215                     -             81,205

Net Loss for Year                                 -               -                  -               (49,399)           (49,399)
                                          ---------        --------           --------            ----------          ---------
Balance -  December 31, 1998              5,000,000          50,000             85,793               (66,170)            69,623
                                          ---------        --------           --------            ----------          ---------
Net Loss for Year                                 -               -                  -               (69,623)           (69,623)
                                          ---------        --------           --------            ----------          ---------
Balance -  December 31, 1999              5,000,000          50,000             85,793              (135,793)                 -
                                          ---------        --------           --------            ----------          ---------
Net Loss for Year                                 -               -                  -                (2,500)            (2,500)
                                          ---------        --------           --------            ----------          ---------
Balance -  December 31, 2000              5,000,000          50,000             85,793              (138,293)            (2,500)
                                          ---------        --------           --------            ----------          ---------
Net Loss for Year                                 -               -                  -                     -                 -
                                          ---------        --------           --------            ----------          ---------
Balance -  December 31, 2001              5,000,000          50,000             85,793              (138,293)            (2,500)
                                          ---------        --------           --------            ----------
Net Loss for Year                                 -               -                  -               (29,000)           (29,000)
                                          ---------        --------           --------            ----------          ---------
Balance -  December 31, 2002              5,000,000        $ 50,000           $ 85,793            $ (167,293)         $ (31,500)
                                          =========        ========           ========            ==========          =========

</TABLE>
The accompanying notes are an integral part of these financial statements.
                                      F-4

<PAGE>
<TABLE>
<CAPTION>


                                  QUIXIT, INC.
                            Statements of Cash Flow
                        For the Year Ended December 31,

                                Indirect Method
<S>                                                                                          <C>                           <C>


                                                                                                2002                       2001
                                                                                                ----                       ----

Cash Flows from Operating Activities:

     Net Loss                                                                                $ (29,000)                     $ -
     Adjustments to reconcile net loss to net cash used
        by operating activities
     Increase (Decrease) in current liabilities                                                 29,000                        -
                                                                                             ---------                     ----
Net Cash Used by Operating Activities                                                                -                        -

Net Increase in Cash & Cash Equivalents                                                              -                        -

Beginning Cash & Cash Equivalents                                                                    -                        -
                                                                                             ---------                     ----
Ending Cash & Cash Equivalents                                                                     $ -                      $ -
                                                                                             =========                     ====

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for Interest                                                                        $ -                      $ -
                                                                                             =========                     ====
     Cash paid for Income Taxes                                                                    $ -                      $ -
                                                                                             =========                     ====

</TABLE>
The accompanying notes are an integral part of these financial statements.
                                      F-5

<PAGE>

                                  QUIXIT, INC.
                          Notes to Financial Statements
                                December 31, 2002


Note 1 - Organization and Summary of Significant Accounting Policies:
         ------------------------------------------------------------

Organization:

The Company was incorporated on May 15, 1997, under the laws of the state of
Colorado as a wholly owned subsidiary of Ximedix, Inc. Ximedix, Inc. transferred
the exclusive rights and related assets to the patented and copyrighted IV
Safe-Trace line of products for the organization, identification and control of
fluid drug administration procedures in hospital settings as well as a computer
software development project, identified as the MediQ Medication Error Quality
Improvement System. Effective July 1, 1998, Ximedix, Inc. "spun-off" the Quixit,
Inc. subsidiary to the Ximedix, Inc. shareholders of record as of June 30, 1998.
The Company sold the IV Safe-Trace System product rights, assets, customer and
vendor lists and certain liabilities to a newly formed corporation (MedShield
Corporation) and the MediQ Software development assets and certain liabilities
to TeleMedix International, LTD on March 25, 1999 for assumption of debt.
Essentially all expenditures and expenses incurred in 1997, 1998 and through the
first Quarter of 1999 were directly attributable to the development of the MediQ
Computer Software System. The Company's fiscal year end is December 31.

Basis of Accounting:

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States.

Cash and Cash Equivalents:

The Company considers all highly liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents. All cash was
transferred to MedShield Corp. in March 1999.

Use of Estimates:

The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Net Loss Per Share:

Net loss per share is based on the weighted average number of common shares and
common shares equivalents outstanding during the period.

Other Comprehensive Income

The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.
                                      F-6

<PAGE>





                                  QUIXIT, INC.
                          Notes to Financial Statements
                                December 31, 2002



Note 2 - Federal Income Taxes:

The Company has made no provision for income taxes because there have been no
operations to date causing income for financial statements or tax purposes.

The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards Number 109 ("SFAS 109"). "Accounting for Income
Taxes", which requires a change from the deferred method to the asset and
liability method of accounting for income taxes. Under the asset and liability
method, deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.

Deferred tax assets
         Net operating loss carryforwards                             $  50,188
         Valuation allowance                                            (50,188)
                                                                      ----------
         Net deferred tax assets                                      $       0
                                                                      ==========

At December 31, 2002, the Company had net operating loss carryforwards of
approximately $138,293 for federal income tax purposes. These carryforwards if
not utilized to offset taxable income will begin to expire in 2010.

Note 3 - Going Concern

The Company's financial statements have been prepared on the basis that it is a
going concern, which contemplated the realization of assets and the satisfaction
of liabilities in the normal course of business.

The Company has not earned any revenue from operations in 2002, and as of
December 2002current liabilities exceed current assets by $2,500. The Company's
ability to continue as a going concern is dependent upon its ability to develop
additional sources of capital and ultimately to achieve profitable operations.
The accompanying financial statements do not include any adjustments that might
result from the outcome of these uncertainties. Management is seeking new
capital to revitalize the Company.

Note 4 - Capital Stock Transactions:

On March 25, 1999, the Company's Board of Directors approved an amendment to the
Articles of Incorporation of the Company, designating a par value of $.01 per
common share and declaring a 1 to 10 reverse stock split of outstanding common
stock at March 25, 1999. In 2001 the Board of Directors declared a 5 to 1
forward stock split. No shares of common stocks were issued in 2002.

All shares and per share amounts in the accompanying financial statements of the
Company and notes thereto have been retroactively adjusted to reflect the stock
splits.

                                      F-7
<PAGE>







                                  QUIXIT, INC.
                          Notes to Financial Statements
                                December 31, 2002



Note 5 - Segment Information

Quixit,  Inc.  operates  primarily in a single  operating  segment,  the capital
raising business.

                                      F-8