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

                                   FORM 10-KSB

(Mark  One)
[X]    Annual  Report  Pursuant  To  Section  13 Or 15(D) Of The Securities
       Exchange  Act  Of  1934
       For  the  fiscal  year  ended  December  31,  2002

[ ]    Transition  Report  Under  Section  13  Or  15(D)  Of  The Securities
       Exchange  Act  Of  1934
       For  the  transition  period  from  _____  to  _____

COMMISSION  FILE  NUMBER  000-49833
                          ---------

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


NEVADA                                        52-2219285
-------------------------------               ----------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)


375 Newcastle Avenue
Nanaimo, British Columbia, Canada             V9R  5K4
----------------------------------------      -----------
(Address of principal executive offices)      (Zip Code)


250-754-7294
-------------------------
Issuer's telephone number


Securities  registered  under  Section  12(b)  of  the  Exchange  Act:  NONE.
                                                                        -----

Securities  registered  under  Section  12(g)  of  the  Exchange  Act:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE.
                    -----------------------------------------

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes  [ X ]  No [  ]

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

State  issuer's  revenues  for  its  most  recent  fiscal  year  $NIL
                                                                 ----

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the  past 60 days. (See definition of affiliate in Rule
12b-2  of  the  Exchange Act.)  $1,023,000, based on the last sales price of our
   --                           ------------------------------------------------
common  stock  of  $0.20  per  share  on  March  15,  2003
  --------------------------------------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of the latest practicable date.   10,115,000 Shares of Common Stock
                                               ---------------------------------

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                             CELLWAY VENTURES, INC.
                          ANNUAL REPORT ON FORM 10-KSB

                                      INDEX

                                                                            PAGE
PART I

Item 1.     Description  Of  Business.                                        3

Item 2.     Description  Of  Property.                                       11

Item 3.     Legal  Proceedings.                                              11

Item 4.     Submission  Of  Matters  To  A  Vote  Of Security Holders.       11


PART II

Item 5.     Market  For Common Equity And Related Stockholder Matters.       12

Item 6.     Management's Discussion And Analysis Or Plan Of Operation.       13

Item 7.     Financial  Statements.                                           15

Item 8.     Changes  In  And  Disagreements  With Accountants
            On Accounting And Financial  Disclosure.                         25


PART III

Item 9.     Directors, Executive Officers, Promoters And Control Persons;
            Compliance With Section 16(A) Of The Exchange Act.               25

Item 10.    Executive  Compensation.                                         26

Item 11.    Security  Ownership  Of Certain Beneficial
             Owners And Management.                                          27


Item 12.    Certain  Relationships  And  Related  Transactions.              28

Item 13.    Exhibits  And  Reports  On  Form  8-K.                           28

Item 14.    Controls  And  Procedures.                                       29


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                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS.

Our  business  plan  is  to  develop  and  market a free immigration information
service  on the Internet from our www.canadiancitizenship.com web site.  We have
designed  our  web  site to provide information on the process of immigrating to
Canada from foreign countries.  Our target users are persons who are citizens of
foreign  countries  seeking to work in or immigrate to Canada.  Our objective is
to  become a leading web site for information on the process of immigrating into
Canada.

Our Corporate Organization

We  were  incorporated on August 17, 1999 under the laws of the state of Nevada.
Our  sole  promoter  since  our  incorporation  has  been  Mr.  Jack Morgan, our
president,  secretary  and  treasurer  and our sole director.  We registered our
www.canadiancitizenship.com  domain  name  in  September  1999.

We  reported  net  losses  of  $24,818  and  $205 for the two fiscal years ended
December  2002 and 2001 respectively.  We have yet to earn any revenues. We will
need  additional  working  capital  to  be  successful  in  our planned business
activity  and  to  complete  our  plan  of  operations for the coming year.  Our
continuation  as  a  going  concern  is  dependent upon obtaining the additional
working  capital  necessary to accomplish our objectives.  Accordingly, there is
substantial  doubt  as  to  our  ability  to  continue  as a going concern.  Our
auditors  have  made  reference  to  the  substantial doubt about our ability to
continue  as  a  going  concern  in  their audit report on our audited financial
statements  for  the  year  ended  December  31,  2002.

Status  Of  Development  Of  Our  Web  Site

Our  web  site  is  currently  operational and we have initiated a marketing and
sales  effort  to  earn  revenues  from  our  web  site operations.  We have not
achieved  any  revenues from our web site or from any other business activity to
date.  We  plan  to  earn  revenues from sales of advertising as a result of our
planned  marketing  and  sales activities.  We plan to solicit advertisers whose
target  market  includes  persons  who  are interested in immigrating to Canada.
While our web site is operational, we plan to continue development work in order
to  enhance  the features and content offered on our web site.  In view of these
factors,  our  business  operations  are  in  a  start-up  phase.

Our  Market  Opportunity

Our  market  opportunity  is  based on the large number of persons interested in
immigrating  to Canada and the ability to access these persons via the Internet.

Immigration  to  Canada

Canada is one of the world's most desirable countries for immigration due to its
high  standard  of  living,  quality  of  life and employment opportunities.  We
believe the people in overseas countries who wish to immigrate to Canada require
access  to  detailed  and  current  information on the process of immigrating to
Canada.  These  people  have  traditionally  relied  on a variety of information
sources, including Canada Department of Human Resources, lawyers and immigration
advisers.   Each  of  these traditional sources of information have there unique
drawbacks.  In particular, lawyers and immigration advisers may be prohibitively
expensive  to  many  potential  immigrants.

Growth  of  the  Internet  and  the  World  Wide  Web

The  Internet  and  the World Wide Web presents an opportunity to access persons
who  are  interested  in  immigrating  to  Canada.  The Internet has experienced
growth in terms of the number of users from overseas countries. Many persons now
perceive  the  Internet  as  a  resource tool for retrieving information that is
difficult  to obtain.  Our aim is to provide information to potential immigrants
that  can  be  accessed  via  the  Internet.


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Advertising  on  the  Internet

The  Internet  has  affected  the  methods by which consumers and businesses are
buying  and  selling goods and services.  Advertisers have turned to advertising
on  the  Internet  as  the  Internet  can  provide a focused means of reaching a
targeted  audience.  The Internet allows advertisers to target desired audiences
while tracking impression levels, user demographics and the effectiveness of the
advertising.  As  a  result,  a growing number of businesses are marketing their
products  and services on the Internet.  We believe that our web site will be of
value  to companies that are targeting products and services for sale to persons
who  are  interest  in immigrating to Canada.  We plan to target these companies
with  the objective of selling them advertising on the basis that advertising on
our web site will enable them to reach their targeted audience in a targeted and
cost-effective  manner.

Our  Business  Development  Plan

Our  business plan is to develop a free web site that provides a reliable source
of  information on immigration into Canada in order to draw users to the site so
that we can sell and generate revenues from the sale of web site advertisements.
We  believe that the www.canadiancitizenship.com Internet web site, which offers
free  information  on  the  process  of  immigrating  into  Canada, will attract
substantial  usage  once  development  is  complete.  We  believe that if we are
successful  in  attracting  people  to our web site, we will be able to generate
revenues from advertisers who are interested in the demographics of our web site
users  as  a  target  market.

Features  of  the  Web  Site

We  have  designed  our  web site to be an exciting, interactive and easy to use

information  source  on  how to immigrate into Canada.  We have incorporated the
following  features  into  our  Web  site in order to accomplish this objective:

     (1)  We  include information that is current and relevant on the process of
          immigrating  to  Canada;
     (2)  We  present  this  immigration  information  in  a  clear  and easy to
          understand  format;
     (3)  We  have  designed the web site in order to allow the easy addition or
          modification of content and advertisements in order to reduce our long
          term  operating  costs;
     (4)  We  include  links  to  the  necessary  forms required to be submitted
          during  the  process  of  immigration;
     (5)  We  list  addresses  and contact information for national and overseas
          Canadian  immigration  offices;
     (6)  We  list names, addresses and contact information of legal counsel who
          specialize  in  immigration  into  Canada;
     (7)  We  provide  a  list  of links to organizations that can assist in the
          process  of  immigration.
     (8)  We  designed  the  web  site  in  order  to allow the easy addition or
          modification of content and advertisements in order to reduce our long
          term  operating  costs.

We plan on continuing development of our web site, as funds are available to us,
in  order to continue to enhance the features of our web site.  Features that we
are  planning  to  add  include  the  following:

     (1)  immigration  information  in  four principal languages, in addition to
          English:  Chinese,  Hindi,  French  and  Japanese;  and
     (2)  an  on-line  five-stage  seminar  on  how  to  immigrate.


Web  Site  Development  Process

The  development  of  our  web site has consisted of completion of the following
components:

     (1)  the  gathering  of  information  on immigration for posting on our Web
          site;
     (2)  web  site  design  and  programming;


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     (3)  input  of  information  on  immigration  into  our  web  site.

We  launched  our  web  site  in  June  2002.  We  are continuing to upgrade the
features  and  performance of our web site and anticipate completing development
by  November  2002.  We  are  also  reviewing  and  updating  the  immigration
information  and  links contained on the web site.   As this initial development
work  has  been  completed, we have commenced marketing of our web site with the
intention of selling advertising on our web site, although no revenues have been
earned  to  date.

We  have retained a consultant with expertise in web site development to develop
our  web  site.  These  services have included set-up of the web site, design of
the  structure  and  graphics  of  the  web  site  and  inputting  the  required
immigration  information on our web site.  Additional activities to be performed
include setting up links to other web sites and increasing the visibility of our
web  site  on  the  world  wide  web.

Our  Plan  To  Generate  Revenues

We  plan to sell advertising space on our web site in the form of advertising on
banners, buttons and links.    We plan to sell advertising based on fixed terms,
with  discounts for longer terms.  We anticipate that rates that we will be able
to  charge  to  advertisers will be based on the amount of usage of our web site
that  we  are able to demonstrate.  Accordingly, we anticipate that we will have
to  discount  advertising  rates  initially  with  the  objective  of increasing
advertising  rates  once  traffic  on  our web site increases.  We had initially
planned  to  sell  advertising based on "click-through" rates, however we do not
consider  that  this  is  viable  in  the  current  market.

We  have  designed  our web site so that it can have multiple advertisers at any
one  time.   However,  we  will ensure that any one page on our Web site will be
limited  to  two  advertisers  in  order  to  ensure  that advertisers and their
products  get  the proper exposure.  The price charged for each button or banner
advertisement  will vary based on the positioning of the button or banner on the
site.  The  premium  position  on  our  Web  site  and  the  most  expensive for
advertisements  will  be  our  home  page.

We  plan  to  target companies involved in the following businesses as potential
purchasers  of  advertising  space  on  our  web  site:

     (i)  law  firms  involved  in  providing  legal  advice  on  the process of
          immigration;
    (ii)  immigration  services  firms;
   (iii)  long-distance  telephone  service  providers;
    (iv)  businesses  involved  in  overseas  travel;
     (v)  businesses  involved  in  selling  products  of  potential interest to
          persons  interested  in  immigrating  to  Canada.

We  will  undertake the coordination of our marketing and sales efforts.  We may
engage outside parties to solicit potential advertisers, both within and outside
of  Canada,  who  we  anticipate  would  be paid on a commission basis.  We have
commenced  this  marketing activity by hiring a telemarketing service to solicit
potential advertisers.  We may also retain the services of a secured counter and
tracking  company  that  will  provide independent verification on the number of
click-throughs  that  occur.  This  independent  verification  will  assist  in
marketing our web site to advertisers who we believe will require information on
the  use  of  our  web  site  prior  to purchasing advertising for our web site.

Marketing

We  have  commenced marketing of the web site now that we have completed initial
development.  While  we  have  commenced  our  marketing  strategy by engaging a

telemarketing  service,  our  full  marketing  strategy is subject to our having
sufficient  funding  to  carry  out our plan, which should include the following
elements:

     (1)  A  banner-advertising  program whereby we would pay for advertising of
          the  web site on other Internet web sites where we feel exposure would
          help  to  increase  traffic  on  our web site. This banner advertising
          program  would  be  coordinated  by  our  management  and


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          would  be  implemented  by our web site developer who would coordinate
          the  banner  advertising on web sites where we had purchased the right
          to  advertise.

     (2)  An  e-mail  program  whereby  advertisements for our web site would be
          delivered  to  potential  users  and potential advertisers. The e-mail
          program  would  be  coordinated  by  our  management  and  would  be
          implemented by our web site developer. We may pay other consultants to
          develop lists of e-mails of potential users and potential advertisers.

     (3)  Strategic  listing  of our web site with major search engines in order
          to increase the visibility of our web site when users enter applicable
          keywords,  such  as immigration, with major search engines. We believe
          that many of the people looking for information concerning immigration
          into  Canada  will enter keywords such as immigration, and Canada with
          major  search  engines  in  order  to  find  relevant  web  sites. Our
          objective  will be to ensure that major search engines frequently cite
          our  site  when  these  keywords  are searched. Our web site developer

          would  implement  this  strategic listing program in consultation with
          our  management.

     (4)  Reciprocal  click-through  agreements with complementary web sites who
          are  prepared  to allow us to place links to our web site on their web
          sites  in  consideration  for us permitting a reciprocal link to their
          web site on our web site. Our web site developer would implement these
          reciprocal  click-through  agreements  in  consultation  with  our
          management.

     (5)  We  plan to make contact with many of the immigrant communities across
          Canada to promote our web site and also establish contacts for the web
          site. Many of those who want to immigrate have relatives in Canada and
          look  to  those  relatives  for  assistance.  We  may  use traditional
          advertising  media,  such  as  newspaper advertisements and flyers, to
          reach this market. We would target our advertising through advertising
          in  community  newspapers  and  flyers  to  neighborhoods  with  high
          populations  of immigrant communities. Our management would coordinate
          this  promotional  campaign.  Outside  consultants  with  knowledge of

          immigrant communities may be engaged to assist in targeting persons in
          overseas  markets who are seeking to immigrate to Canada or who may be
          interested  in  advertising  on  our  web  site.

The  exact  nature  of  our  marketing  plan will depend on a number of factors,
including the availability of funds to implement our marketing plan and Internet
marketing  conditions  and  practices at the time we complete development of our
web  site.  We  may  pursue  different  marketing  strategies from the marketing
strategies listed above.   We may scale back our planned marketing efforts if we
have  limited  financing that prohibits us from carrying out all aspects of this
marketing  plan.

Ongoing  Web  Site  Operations

We have engaged the services of a web site hosting service to host our web site.
This  engagement  is  on renewable three month terms.  Our web site is hosted on
the  computers  of the web site service.  Accordingly, we have not been required
to  purchase our own computer system.  We will operate our web site and computer
server  using  commercially  available  computer software programs and operating
systems.

For  more  information  on  our plan of operations, see section entitled Plan of
Operations.

Competition

We  will  compete  with  others,  including:

     (A)  sites  which  are  currently  providing  information on the process of
          immigrating  into  Canada,  including  the  following  web  sites:

          (i)  www.immigration1services.com, a privately owned Internet service;

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         (ii)  www.sunshines.com,  a  privately  owned  Internet  service;

        (iii)  Web  sites  operated  by  the  Canadian federal government that
               provides  immigration  information  free  of charge including web
               sites  operated  by  the  Canadian Department of Human Resources,
               Canadian  consulates  and  embassies;

         (iv)  www.canadianvisa.com,  a  privately  owned  Internet service; and

          (v)  www.immigration.ca,  a  privately  owned  Internet  service.

     (B)  Law  firms  and  immigration  specialists  who  provide information on
          immigration  to  Canada,  sometimes over the Internet on their own web
          sites.

The  presence  of  established competitors could adversely affect our ability to
successfully  implement  our  business plan and sell advertising.  If we are not
successful  in  implementing  our  business  plan,  then  our business may fail.

We  plan  to  differentiate  our  web  site  from  the  competition by including
information  that  is  not  only accurate and up-to-date, but is presented in an
easy  to use and understand format.  We also believe we will be one of the first
to  target advertisers who are seeking to market products and services to people
who are attempting to immigrate to Canada.   In order to sell to advertisers, we
may  initially  offer  special  rates  that  are  below  our  cost.

We  have  limited  financial,  marketing, technical and other resources that are
necessary  to  implement  our  business plan.  Many of our current and potential
competitors have significantly greater financial, marketing, technical and other
resources  than  we  do.  Our  competitors  will  most  likely be able to devote
greater resources to the development, promotion and sale of their web sites that
we can. In addition, our competitors may be able to offer the information we are
planning  to  offer,  thereby  reducing  our  ability  to  earn  revenue.

Government Regulation

Due  to the increasing popularity and use of the Internet, it is possible that a
number  of  laws  and  regulations  may  be adopted with respect to the Internet
generally,  covering  issues  such as user privacy, pricing, and characteristics
and  quality of products and services.  Similarly, the growth and development of
the  market  for  Internet commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on those companies conducting
business  over the Internet.  The adoption of any additional laws or regulations
may  decrease  the  growth  of  commerce over the Internet, increase our cost of
doing  business  or  otherwise  have  a  harmful  effect  on  our  business.

To  date,  governmental  regulations  have  not materially restricted use of the
Internet.  However,  the  legal  and regulatory environment that pertains to the
Internet  is  uncertain  and  may change. New and existing laws may cover issues
that  include:

(1)     sales  and  other  taxes;
(2)     user  privacy;
(3)     pricing  controls;
(4)     characteristics  and  quality  of  products  and  services;
(5)     consumer  protection;
(6)     cross-border  commerce;
(7)     libel  and  defamation;
(8)     copyright,  trademark  and  patent  infringement;  and
(9)     other  claims  based  on  the  nature and content of Internet materials.

These new laws may impact on the information we are able to post on our web site
and  our  ability  to  market and sell advertising on our web site in accordance
with  our  business  plans.


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We  may have to qualify to do business in other jurisdictions.  If we make sales
of  advertising  on our web site, we anticipate that our sales and our customers
will  be in multiple states and foreign countries.  Such jurisdictions may claim
that we are required to qualify to do business as a foreign company.  Failure to
qualify  as  a  foreign  company in a jurisdiction where required to do so could
subject  us  to  taxes  and  penalties.

We  are  not  aware  of  any  environmental  laws that will be applicable to the
operation  of  our  Internet  business.

Employees

We  have  no  full-time employees and one (1) part-time employee.  Our part-time
employee is Mr. Jack Morgan, our president, secretary and treasurer.  Mr. Morgan
devotes  approximately  ten  hours  per  week  to  our  business.  Mr.  Morgan
anticipates  that  this time commitment will increase in if we are successful in
implementing  our  marketing  activities  and  our  business  is  successful.

We  plan  to  conduct our business primarily through agreements with consultants
and  arms-length  third  parties.

Research  And  Development  Expenditures

We  have  had  no research or development expenses since the commencement of our
business  in  October  1999.


RISK  FACTORS

Risks  Related  To  Our  Financial  Condition  And  Business  Model

If We Are Not Successful in Earning Revenues or If Our Development and Marketing
Costs  Are  Greater Than Anticipated, We Will Require Additional Financing Which
May  Not  Be  Available  To  Us  When  Needed

We had cash in the amount of $43,128 as of December 31, 2002.  Our business plan
calls  for significant expenses in connection with the development and marketing
of  our  web  site.  We anticipate spending approximately $32,000 in undertaking
our  plan of operations over the next twelve months.  In addition, we anticipate
that  revenues  from  operations  will  not  be realized until sometime after we
implement our marketing and sales strategy for advertising sales.  While we have
sufficient  cash  to  complete our business plan over the next twelve months, we
may  require additional financing in order to complete development and marketing
of  our  business  if the costs of the development and marketing of our web site
are  greater than anticipated.  In addition, we may require additional financing
to  sustain our business operations if we are not successful in earning revenues
once development and marketing of our web site is complete.  We do not currently
have any arrangements for financing and we can provide no assurance to investors
that  we  will be able to find such financing if required.  Obtaining additional
financing  would be subject to a number of factors, including market conditions,
investor acceptance of our business plan, and investor sentiment.  These factors
may  make  the  timing,  amount,  terms  or  conditions  of additional financing
unavailable  to  us.

Because We Have Only Recently Commenced Business Operations, We Face A High Risk
of  Business  Failure

We  were  incorporated  in  August 1999. We acquired our domain name for our web
site  in  October  1999.  We are presently commencing marketing of our web site.
We  have not yet earned any revenues.  Accordingly, we have no operating history
for  investors  to evaluate our business. An investor should consider the risks,
expenses  and  uncertainties  that an early stage company like ours faces. These
risks  include  our  ability  to:


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     (1)  develop  a  functioning  and  marketable  web site focused on Canadian
          immigration  information;
     (2)  attract  users  to  our  web  site  once  development  is  complete;
     (3)  successfully  market  our  web site to advertisers once development is
          complete;
     (4)  respond  effectively  to  competitive  pressures;
     (5)  continue  to  develop  and  upgrade  our  web site once development is
          complete.

If  we are unsuccessful in addressing these risks, our business will most likely
fail.

Because We Have Only Recently Commenced The Design of Our Web Site, We Expect to
Incur  Operating  Losses  For  The  Foreseeable  Future

We  have  never  been profitable. As of December 31, 2002, we had an accumulated
deficit  of  approximately  $35,315.  Prior  to  completion  of our web site, we
anticipate that we will incur increased operating expenses without realizing any
revenues.  We  therefore expect to incur significant losses into the foreseeable
future and recognize that if we are unable to generate significant revenues from
the  sale  of  advertising  on  our  web  site,  we  will  not be able to become
profitable  or  continue  operations.


Risks  Related  To  Our  Market  And  Strategy

If The Internet Is Not Widely Accepted As A Medium For Advertising And Commerce,
Our  Business  May  Fail

We  plan  to  derive  the  majority  of  our  revenue from Internet advertising.
Internet  advertising  constitutes  a  new  and rapidly evolving market.  If the
Internet is not accepted as a medium for advertising, then we may not be able to
generate  revenues  and our business may fail.  To date, few companies have been
successful  in  generating  profits from selling advertisements on the Internet.

If  The  Audience Targeted By Our Web Site Does Not Prove Desirable To Potential
Advertisers,  Our  Business  May  Fail

Companies  may choose not to advertise on our web site if they perceive that our
audience  demographic is not desirable for their products or that advertising on
our  web  site  is  not effective for their sales.  Factors that will affect our
ability  to  attract  advertisers  include  our  ability  to develop a desirable
audience  demographic  for  our  web  site,  the  attractiveness of our audience
demographic  to  web  site advertisers and the presence of alternative web sites
that offer competition to advertising on our web site.  If we are not successful
in  entering  into  agreements with advertisers for advertising on our web site,
then  we  may  not  be  able  to  generate  revenues  and our business may fail.

If  We  Are Unable To Develop A Marketable Web Site, Then Our Business Will Fail

Our  web  site  is  in  its  development  stage.  If we are unable to develop an
operating  web  site  that  is  capable  of  attracting  users  and  convincing
advertisers  to  pay  for  advertising,  then  we  will  not be able to generate
sufficient revenues to support our operations.  If we fail to earn revenues that
exceed  our  operating costs upon the completion and subsequent marketing of our
web  site,  our  business  will  most  likely  fail.

If  We  Are  Unable  To  Hire  And  Retain  Key Personnel, We May Not Be Able To
Implement  Our  Business  Plan  And  Our  Business  Will  Fail

Our  success  will  be largely dependent on our ability to hire highly qualified
computer  programmers,  sales  and  technical  personnel who can develop the web
site. These individuals are in high demand and we may not be able to attract the
staff  we need.  In addition, we may not be able to afford the high salaries and
fees  demanded by qualified personnel, or may lose such employees after they are
hired.  Currently, we have not hired any key personnel.  Our failure to hire key
personnel  when needed would have a significant negative effect on our business.


                                    9 of 31

<PAGE>


If  We Are Not Able To Effectively Respond To Competitors, Our Business May Fail

There  are other companies who provide information similar to what we propose to
offer  on  our  proposed  web  site.  Competition  for customers is likely to be
intense  and  is expected to increase significantly in the future because of the
growth  of  the  Internet.  Increased  competition  could  result  in:

     (1)  lower  than  projected  usage  of  our  web  site;
     (2)  our  inability  to  attract  advertisers  who  are prepared to pay for
          advertising;
     (3)  decreased  advertising  rates  that  advertisers  are prepared to pay;
     (4)  our inability to develop a web site with features and usability sought
          by  potential  customers.

Any  one  of  these  results  could  adversely  affect  our  business, financial
condition  and  results  of operations. In addition, our competitors may develop
competing  web  sites  or traditional media products that achieve greater market
acceptance.  It  is  also  possible  that new competitors may emerge and acquire
significant  market  share.  Our  inability  to achieve sales and revenue due to
competition will have an adverse effect on our business, financial condition and
results  of  operations.

Risks  Related  To  Legal  Uncertainty

If  the  Legal  and  Regulatory  Environment  of  the  Internet  Becomes  More
Restrictive,  then  the Growth of the Internet Could be Significantly Slowed and
Our  Business  Would  Be  Negatively  Effected

To  date,  governmental  regulations  have  not materially restricted use of the
Internet.  However,  the  legal  and regulatory environment that pertains to the
Internet  is  uncertain  and  may  change. Uncertainty and new regulations could
increase  our costs of doing business and prevent us from operating or marketing
our  web site. The growth of the Internet may also be significantly slowed. This
could  delay  growth  in potential demand for our web site information and limit
our  ability to generate revenues. In addition to new laws and regulations being
adopted, existing laws that have not as yet been applied to the Internet, may be
applied  and  could  thereby  impede its growth. New and existing laws may cover
issues  that  include:

     (1)  sales  and  other  taxes;
     (2)  user  privacy;
     (3)  pricing  controls;
     (4)  characteristics  and  quality  of  products  and  services;
     (5)  consumer  protection;
     (6)  cross-border  commerce;
     (7)  libel  and  defamation;
     (8)  copyright,  trademark  and  patent  infringement;  and
     (9)  other  claims  based  on the nature and content of Internet materials.

These new laws may impede the growth in usage of the Internet.  If the growth of
the  Internet  and usage of the Internet is slowed, then our ability to generate
advertising  revenues  may  be  adversely  impacted  with  the  result  that our
financial  condition  will  be  harmed.

Because  We  Will Provide Information To Users on Our Site, We May Be Subject To
Legal  Claims  Based  On  Inaccurate  Information

If  we  are  successful  in developing and marketing our web site, we may become
subject  to  claims  from  our  users  based  on  allegations  of  inaccurate or
incomplete information regarding the immigration process.  Users who have relied
on the immigration information on our web site may claim that the information is
inaccurate  or  incomplete and then may claim damages and commence legal actions
against  us  to  enforce  their  claims.   Although  we  plan  to  carry general
liability  insurance  when we commence marketing our web site, our insurance may
not cover all potential claims to which we are exposed or may not be adequate to
indemnify  us for all liability. Any imposition of liability that is not covered
by  insurance or is in excess of insurance coverage could have an adverse effect
on  our business, financial condition and results of


                                    10 of 31

<PAGE>

operations.  In  addition,  we  can provide no assurance that we will be able to
obtain  general  liability  insurance  coverage  for  our  business.

Risks  Related  To  There  Being  No  Market  For  Our  Common  Stock

If  A Market For Our Common Stock Does Develop, Our Stock Price May Be Volatile,
Which  May  Result  In  Investor  Losses  as  Well  as  Lawsuits

There  is  currently  no  market  for  our  common  stock  and we can provide no
assurance  that a market will develop.  If a market develops, we anticipate that
the  market  price  of  our common stock will be subject to wide fluctuations in
response  to  several  factors,  including:

     (1)  actual  or  anticipated  variations  in  our  results  of  operations;
     (2)  our  ability  or  inability  to  generate  new  revenues;
     (3)  increased  competition;  and
     (4)  conditions  and  trends  in  the  Internet  and  electronic  commerce
          industries.

Further,  if  our common stock is traded on the Nasdaq over the counter bulletin
board,  our  stock  price  may  be  impacted  by  factors  that are unrelated or
disproportionate to our operating performance.   Market fluctuations, as well as
general  economic, political and market conditions, such as recessions, interest
rates  or  international  currency  fluctuations may adversely affect the market
price  of  our  common  stock.

Often  times in the past, following periods of volatility in the market price of
a  particular  company's  stock,  securities  class  action  litigation has been
brought  against that company. Any litigation arising from the volatility in the
price  of  our  common  stock  could  have  an adverse effect upon our business,
financial  condition  and  results  of  operations.

We  can  provide  no  assurance  that our common stock will be traded on the OTC
bulletin  board.


ITEM 2.     DESCRIPTION OF PROPERTY.

We  do  not  lease  or own any real property.  Our head office is located on the
premises of Mr. Jack Morgan, our sole executive officer and director.  We do not
pay  Mr.  Morgan  any  amount  for  the  use  of  these  premises.


ITEM 3.     LEGAL PROCEEDINGS.

We  are  not  currently  a  party  to  any  legal  proceedings.


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

No  matters  were submitted to our security holders for a vote during the fourth
quarter  of  our  fiscal  year  ending  December  31,  2002.


                                    11 of 31

<PAGE>

                                     PART II


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

No  Public  Market  for  Common  Stock

There  is  presently no public market for our common stock.  We have applied for
trading  of  our  common  stock  on the over the counter bulletin board upon the
effectiveness  of  this  Form  10-SB  registration  statement.  However,  we can
provide no assurance that our shares will be traded on the bulletin board or, if
traded,  that  a  public  market  will  materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer
practices  in  connection  with  transactions  in penny stocks. Penny stocks are
generally  equity  securities  with  a  price  of  less  than  $5.00, other than
securities  registered on certain national securities exchanges or quoted on the
Nasdaq  system,  provided that current price and volume information with respect
to  transactions  in such securities is provided by the exchange or system.  The
penny  stock  rules  require  a broker-dealer, prior to a transaction in a penny
stock  not  otherwise  exempt  from  those  rules,  deliver  a standardized risk
disclosure  document  prepared  by  the  Commission,  which:  (a)  contains  a
description  of  the  nature and level of risk in the market for penny stocks in
both  public  offerings and secondary trading; (b) contains a description of the
broker's  or  dealer's  duties  to  the  customer and of the rights and remedies
available  to  the  customer with respect to a violation to such duties or other
requirements  of  Securities'  laws;  (c)  contains  a  brief,  clear, narrative
description  of  a  dealer market, including bid and ask prices for penny stocks
and  significance  of  the spread between the bid and ask price;  (d) contains a
toll-free  telephone  number  for inquiries on disciplinary actions; (e) defines
significant  terms  in  the  disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form as the
Commission  shall  require  by  rule or regulation.  The broker-dealer also must
provide,  prior to effecting any transaction in a penny stock, the customer: (a)
with  bid  and offer quotations for the penny stock; (b) the compensation of the
broker-dealer  and  its salesperson in the transaction; (c) the number of shares
to which such bid and ask prices apply, or other comparable information relating
to the depth and liquidity of the market for such stock; and (d) monthly account
statements  showing  the market value of each penny stock held in the customer's
account.  In addition, the penny stock rules require that prior to a transaction
in  a  penny stock not otherwise exempt from those rules; the broker-dealer must
make  a  special  written  determination  that  the  penny  stock  is a suitable
investment  for the purchaser and receive the purchaser's written acknowledgment
of  the  receipt  of  a  risk  disclosure  statement,  a  written  agreement  to
transactions  involving  penny  stocks, and a signed and dated copy of a written
suitably  statement.  These  disclosure  requirements  may  have  the  effect of
reducing  the  trading  activity  in  the  secondary  market for our stock if it
becomes  subject  to  these  penny  stock  rules. Therefore, if our common stock
becomes  subject  to  the  penny  stock  rules, stockholders may have difficulty
selling  those  securities.

Holders  of  Our  Common  Stock

As of the date of this registration statement, we had forty-five (45) registered
shareholders.

Dividends

There  are  no  restrictions  in  our  articles  of incorporation or bylaws that
prevent  us  from declaring dividends.  The Nevada Revised Statutes, however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

       1.     we  would  not  be  able  to  pay  our debts as they become due in
              the  usual  course  of  business;  or

       2.     our total assets would be less than the sum of our total
              liabilities plus  the  amount  that would be needed to satisfy the
              rights of shareholders who have  preferential  rights  superior
              to  those  receiving  the  distribution.

We  have not declared any dividends, and we do not plan to declare any dividends
in  the  foreseeable  future.

                                    12 of 31

<PAGE>

Recent  Sales  of  Unregistered  Securities

We did not complete any unregistered sales of our common stock during our fiscal
year  ended  December  31,  2002,  except  as  follows:

We  completed  an  offering  of  15,000 shares of our common stock at a price of
$0.20  per  share to a total of fifteen purchasers on March 15, 2002.  The total
amount  received  from  this  offering  was  $3,000.  We  completed the offering
pursuant to Regulation S of the Securities Act.  All sales were made in reliance
of  Category 3 of Rule 903 of Regulation S on the basis that:  (a) each sale was
an  offshore  transaction;  (b)  no  directed selling efforts were made by us in
completing  any  sales;  and  (c)  offering  restrictions were implement.  These
offering restrictions included endorsing all stock certificates representing the
purchased  shares  with  the  legend required by Rule 905 of Regulation S.  Each
purchaser  was  a person previously known to Mr. Jack Morgan, our sole executive
officer  and  director, who satisfied the requirements of the exemption from the
prospectus  requirements  of  the  British  Columbia Securities Act for sales by
private  issuers.  The  private  issuer  exemption  under  the  British Columbia
Securities Act enables private issuers to sell to persons who do not require the
benefit  of  a  prospectus  by  virtue  of their degree of sophistication, their
financial  resources or their relationship with the a director or officer of the
issuer.  Each purchaser: (a) certified to us that purchaser is not a U.S. person
as  defined  in  Regulation S; (b) agreed to resell the purchased shares only in
accordance  with  the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; (c) agreed not
to engage in hedging transactions with regard to the shares unless in compliance
with  the  Act;  and  (d) agreed that we were required to refuse to register any
transfer  of  the  shares not in compliance with the provisions of Regulation S,
pursuant  to  registration  under  the Act or pursuant to an available exemption
from  registration.  We  did  not  engage  in a distribution of this offering in
Canada.  Each  purchaser represented his intention to acquire the securities for
investment  only  and  not  with  a view toward distribution.  Each investor was
given  adequate  access  to  sufficient information about us to make an informed
investment  decision.  None  of  the securities were sold through an underwriter
and  accordingly,  there were no underwriting discounts or commissions involved.
No  registration  rights  were  granted  to  any  of  the  purchasers.


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

PLAN OF OPERATIONS

Our  plan  of operations for the next twelve months is to complete the following
objectives  within the time period specified, subject to our obtaining financing
for  the  development  and  marketing  of  our  web  site:

       (1)    We  plan  to  undertake  an  advertising  and  marketing campaign
              as the  initial  development  of  our  web site is complete.
              These marketing activities  will include telemarketing of our web
              site using a telemarketing service that we  have  engaged.  We
              anticipate that the cost of these marketing expenses will be
              approximately  $10,000.

       (2)    We  anticipate  spending  approximately $22,000 on ongoing
              operating and  administrative  expenses.  We anticipate that our
              monthly operating costs of our  Web  site  will  be  approximately
              $500 per month.  We also anticipate spending  approximately  $500
              per  month  on  maintaining the accuracy of the immigration
              information  on our web site.  In addition, we anticipate spending
              approximately  $10,000  on  legal  and  accounting  professional
              fees that we incur in filing a  registration  statement  under the
              Securities Exchange Act of 1934 and complying  with  ongoing
              reporting  obligations under the Securities Exchange Act of 1934.

We  therefore anticipate that we will be spending approximately $32,000 over the
next twelve-month period pursuing this plan of operations.  Of these anticipated
expenditures, we anticipate that $16,000 will be spent on our plan of operations
in  the next six months.  Our cash position was $43,128 as of December 31, 2002.



                                    13 of 31

<PAGE>

Results  Of  Operations

We did not earn any revenues during the year ended December 31, 2002 or the year
ended  December 31, 2001.  We do not anticipate earning revenues until such time
as  the  development  of  our  web  site  is  completed and we commence sales of
advertising.  We  are  presently  in the development stage and we can provide no
assurance  that  we will be successful in completing development of our web site
or  earning  revenues  from  our  web  site  once  development  is  complete.

We  incurred  operating  expenses  in  the  amount of $24,818 for the year ended
December  31, 2002, compared to operating expenses in the amount of $205 for the
year  ended  December 31, 2001. We incurred web site development expenses in the
amount  of  $1,750  during  the  year ended December 31, 2002 as we re-commenced
development  of  our  web  site in 2002. We anticipate that web site development
expenses  will  decrease  during  2003,  while marketing and sales expenses will
increase  as we target advertisers who will pay for advertising on our web site.
Operating  expenses  incurred  during  the year ended December 31, 2002 included
professional fees in the amount of $21,120 in connection with our preparation of
a  registration statement for filing with the Securities and Exchange Commission
and  raising  additional  proceeds  to fund our business. We anticipate that our
professional  expenses  will  decrease  in  2003.

We incurred a loss of $24,818 for the year ended December 31, 2002 and a loss of
$205  for  the  year  ended December 31, 2001.  Our net losses were attributable
entirely  to  our  operating  expenses.

We  anticipate  continuing  operating losses in the foreseeable future.  We base
this  expectation  in  part on the fact that we will incur substantial operating
expenses  in  completing  our  stated plan of operations before we will have the
opportunity  to  earn revenues.  Our future financial results are also uncertain
due to a number of factors, many of which are outside our control. These factors
include,  but  are  not  limited  to:

       (1)    our  ability to develop a commercially marketable Internet web
              site with  information  and  features  sought  by  Internet  users
              desiring information on  immigration  to  Canada;
       (2)    our  ability to successfully market our web site to our potential
              users;
       (3)    our  ability  to successfully market our web site to advertisers
              who are  prepared  to  pay  for  advertising  on  our  site;
       (4)    the  introduction  of  competing  web  sites.

Financial  Condition  and  Liquidity

We  had  cash of $43,128 as of December 31, 2002, compared to cash of $64,643 as
of  December  31,  2001.  We  had  working capital of $42,685 as of December 31,
2002,  compared  to  working  capital  of  $64,503  as  of  December  31,  2001.

As  discussed  above  under  Plan  of  Operations, we anticipate that we will be
spending  approximately  $32,000 over the next twelve-month period pursuing this
plan  of  operations.  Of  these  anticipated  expenditures,  we anticipate that
$16,000  will  be  spent  on  our  plan  of  operations  in the next six months.

We  anticipate  that  our present cash reserves are sufficient for us to sustain
our  business  operations  without additional financing for approximately twelve
months.  We  anticipate  that  we  may  require additional financing in order to
pursue our business plan if: (a) the costs of implementing our business plan are
greater  than  anticipated;  or  (b)  we  are unsuccessful in earning sufficient
revenues  after  commencement  of  operations  in  order  to  sustain  continued
operations.  We  anticipate  that  if  we  pursue  any additional financing, the
financing  would  be an equity financing achieved through the sale of our common
stock.  We  do  not  have  any  arrangement  in  place  for  any  debt or equity
financing.  If  we  are  successful  in completing an equity financing, existing
shareholders  will experience dilution of their interest in our company.  In the
event  we  are not successful in obtaining such financing when necessary, we may
not  be  able  to  proceed  with  our  business  plan.


                                    14 of 31

<PAGE>


ITEM 7.     FINANCIAL STATEMENTS.

Index  to  Financial  Statements:

1.     Auditors'  Report;

2.     Audited  Financial  Statements  for  the  year  ended  December 31, 2002,
       including:

       a.     Balance  Sheets  as  at  December  31,  2002  and  2001;

       b.     Statements  of Loss and Deficit for the years ended December 31,
              2002 and  2001;

       c.     Statements  of Cash Flows for the years ended December 31, 2002
              and 2001;

       d.     Statements  of Stockholders' Equity for the years ended December
              31, 2002  and  2001;

       e.     Notes  to  Financial  Statements.





                                    15 of 31

<PAGE>







                              CELLWAY VENTURES INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS


                           DECEMBER 31, 2002 AND 2001
                            (Stated in U.S. Dollars)







                                    16 of 31



<PAGE>


                                                         Morgan
                                                         &
                                                         Company
                                                         Chartered Accountants



                                AUDITORS' REPORT




To  the  Shareholders  and  Directors
Cellway  Ventures  Inc.
(A  Development  Stage  Company)


We have audited the balance sheets of Cellway Ventures Inc. (a development stage
company)  as  at  December  31,  2002  and  2001, and the statements of loss and
deficit  accumulated during the development stage, cash flows, and stockholders'
equity  for  the years ended December 31, 2002 and 2001, and for the period from
August  17,  1999  (date  of  inception)  to December 31, 2002.  These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance with United States generally accepted
auditing  standards.  Those  standards require that we plan and perform an audit
to  obtain  reasonable  assurance  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  audit provides a reasonable basis for our
opinion.

In  our  opinion,  these  financial  statements  present fairly, in all material
respects,  the  financial  position  of  the Company as at December 31, 2002 and
2001,  and  the  results  of  its  operations and cash flows for the years ended
December  31,  2002  and  2001, and for the period from August 17, 1999 (date of
inception)  to  December  31,  2002  in  accordance with United States generally
accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going concern.  As discussed in Note 1(c) to the
financial  statements,  the  Company  incurred  a  net  loss  of  $35,315  since
inception,  has  not  attained  profitable  operations  and  is  dependent  upon
obtaining  adequate  financing  to  fulfil  its  exploration  activities.  These
factors  raise  substantial doubt that the Company will be able to continue as a
going  concern.  These  financial statements do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.





Vancouver, B.C.                                        /s/ Morgan & Company

March  4,  2003                                        Chartered  Accountants


Tel: (604) 687-5841             Member of          P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075                ACPA       Suite 1488-700 West Georgia Street
www.morgan-cas.com             International               Vancouver, BC V7Y 1A1


                                    17 of 31

<PAGE>


                              CELLWAY VENTURES INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS
                            (Stated in U.S. Dollars)



------------------------------------------------------


                                      DECEMBER  31
                                    2002       2001
------------------------------------------------------

ASSETS

Current
  Cash                           $ 43,128   $ 64,643
======================================================
LIABILITIES

Current
  Accounts payable               $    443   $    140
                                 ---------------------

SHAREHOLDER'S EQUITY

Share Capital
  Authorized:
   100,000,000 common shares,
    par value with $0.001 per share

  Issued and outstanding:
   10,115,000 common shares
    at December 31, 2002 and
   10,100,000 common shares
    at December 31, 2001           10,115     10,100

Additional paid-in capital         67,885     64,900

Deficit Accumulated During
The Development Stage             (35,315)   (10,497)
                                 ---------------------

                                   42,685     64,503
                                 ---------------------
                                 $ 43,128   $ 64,643
======================================================





                                    18 of 31


<PAGE>



                              CELLWAY VENTURES INC.
                          (A Development Stage Company)

                         STATEMENTS OF LOSS AND DEFICIT
                            (Stated in U.S. Dollars)



-------------------------------------------------------------------
                                                         INCEPTION
                                                         AUGUST 17
                                      YEARS ENDED         1999 TO
                                      DECEMBER 31       DECEMBER 31
                                   2002         2001      2002
-------------------------------------------------------------------

Expenses
  Domain registration         $         -  $         -  $   140
  Transfer agent                    1,285            -    1,285
  Professional fees                21,120          205   27,876
  Office and sundry                   663            -    1,264
  Website development               1,750            -    4,750
                              ----------------------------------
Net Loss For The Year              24,818          205  $35,315
                                                        ========
Deficit Accumulated During
 The Development Stage,
 Beginning Of Year                 10,497       10,292
                              -------------------------
Deficit Accumulated During
 The Development Stage,
 End Of Year                  $    35,315  $    10,497
=======================================================
Net Loss Per Share,
 Basic and diluted            $      0.01  $      0.01
=======================================================
Weighted Average Number
 Of Shares Outstanding         10,111,875   10,100,000
=======================================================




                                    19 of 31


<PAGE>



                              CELLWAY VENTURES INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                            (Stated in U.S. Dollars)




---------------------------------------------------------------
                                                     INCEPTION
                                                     AUGUST 17
                                    YEARS ENDED       1999 TO
                                    DECEMBER 31     DECEMBER 31
                                  2002       2001      2002
---------------------------------------------------------------

Cash Flows From
 Operating Activity
  Net loss for the year       $(24,818)  $  (205)  $(35,315)

Adjustments To Reconcile
 Net Loss To Net Cash Used
 By Operating Activity
  Change in accounts payable       303         -        443
                              ------------------------------

                               (24,515)     (205)   (34,872)
                              ------------------------------

Cash Flows From
 Financing Activity
  Share capital                  3,000         -     78,000
                              ------------------------------

Increase In Cash               (21,515)     (205)    43,128

Cash, Beginning Of Year         64,643    64,848          -
                              ------------------------------

Cash, End Of Year             $ 43,128   $64,643   $ 43,128
============================================================




                                    20 of 31

<PAGE>


                              CELLWAY VENTURES INC.
                          (A Development Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                                DECEMBER 31, 2002
                            (Stated in U.S. Dollars)


                          ---------------------------------------------------
                                   COMMON STOCK
                          -------------------------------
                                               ADDITIONAL
                                               PAID-IN
                            SHARES    AMOUNT   CAPITAL    DEFICIT     TOTAL
                          ---------------------------------------------------
Shares issued for
 cash at $0.001            5,000,000  $ 5,000  $      -  $      -   $  5,000

Shares issued for
 cash at $0.01             5,000,000    5,000    45,000         -     50,000

Net loss for the period            -        -         -    (2,116)    (2,116)
                          ---------------------------------------------------

Balance,
 December 31, 1999        10,000,000   10,000    45,000    (2,116)    52,884

Shares issued for
 cash at $0.20               100,000      100    19,900         -     20,000

Net loss for the year              -        -         -    (8,176)    (8,176)
                          ---------------------------------------------------

Balance,
 December 31, 2000        10,100,000   10,100    64,900   (10,292)    64,708

Net loss for the year              -        -         -      (205)      (205)
                          ---------------------------------------------------

Balance,
 December 31, 2001        10,100,000   10,100    64,900   (10,497)    64,503

Shares issued for
 cash at $0.20                15,000       15     2,985         -      3,000

Net loss for
 the year                          -        -         -   (24,818)   (24,818)
                          ---------------------------------------------------

Balance,
 December 31, 2002        10,115,000  $10,115  $ 67,885  $(35,315)  $ 42,685
                          ===================================================



                                    21 of 31


<PAGE>


                              CELLWAY VENTURES INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001
                            (Stated in U.S. Dollars)




1.     NATURE  OF  OPERATIONS

a)     Organization

The  Company was incorporated in the State of Nevada, U.S.A. on August 17, 1999.

b)     Development  Stage  Activities

The  Company  plans  to  launch a free information Website to assist and attract
people  wanting  information  on immigration to Canada. The Company plans to use
the  Website  to  earn income from companies who are prepared to pay to have Web
advertising  in  the  form  of  a button or banners on the Website selling their
products or services. The Company plans to solicit advertisers who are targeting
sales  of  their  products  and  services at people using the Company's website.

The  Company  is  in the development stage, therefore, recovery of its assets is
dependent  upon  future  events,  the  outcome  of  which is indeterminable.  In
addition,  successful  completion  of  the Company's development program and its
transition,  ultimately  to the attainment of profitable operations is dependent
upon  obtaining  adequate  financing  to  fulfil  its development activities and
achieve  a  level  of  sales  adequate  to  support  its  cost  structure.

c)     Going  Concern

Since inception, the Company has suffered recurring losses and net cash outflows
from operations.  The Company expects to continue to incur substantial losses to
complete  the development of its business.  Since its inception, the Company has
funded  operations through common stock issuances in order to meet its strategic
objectives.  Management  believes  that  sufficient funding will be available to
meet  its  business  objectives,  including  anticipated  cash needs for working
capital,  and is currently evaluating several financing options.  However, there
can  be no assurance that the Company will be able to obtain sufficient funds to
continue  the  development  of  and,  if successful, to commence the sale of its
products  under  development.  As  a  result  of  the  foregoing,  there  exists
substantial  doubt  about  the Company's ability to continue as a going concern.
These financial statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.


2.     SIGNIFICANT  ACCOUNTING  POLICIES

The  financial  statements  of the Company have been prepared in accordance with
generally  accepted  accounting  principles  in  the  United  States.  Because a
precise  determination  of  many assets and liabilities is dependent upon future
events,  the  preparation  of  financial  statements  for  a  period necessarily
involves  the  use  of  estimates  which have been made using careful judgement.


                                    22 of 31

<PAGE>


                              CELLWAY VENTURES INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

The  financial  statements have, in management's opinion, been properly prepared
within  reasonable  limits  of  materiality  and  within  the  framework  of the
significant  accounting  policies  summarized  below:

a)     Development  Stage  Company

The  Company  is  a  developed  stage  company  as  defined in the Statements of
Financial  Accounting Standards No. 7. The Company is devoting substantially all
of  its  present  efforts  to  establish  a new business and none of its planned
principal operations have commenced. All losses accumulated since inception have
been  considered  as  part  of  the  Company's  development  stage  activities.

b)     Use  of  Estimates

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

c)     Software  Development  Costs

Software  development  costs  prior  to  the  application  development stage are
expensed  as  incurred.  Once the application stage is reached, costs of design,
configuration, coding, installation and testing of the Company's website will be
capitalized.  Upon implementation of the website, the asset will be amortized to
expense  over  its  estimated useful life of three years using the straight line
method.  Ongoing  website  post-implementation  costs  of  operation,  including
training  and  application  maintenance, will be charged to expense as incurred.

d)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for Income Taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability  approach for financial accounting and reporting on income
taxes.  If it is more likely than not that some portion or all if a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.


                                    23 of 31

<PAGE>


                              CELLWAY VENTURES INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

e)     Financial  Instruments

The  Company's  financial  instruments  consist  of  cash  and accounts payable.

Unless  otherwise  noted,  it  is  management's opinion that this Company is not
exposed  to  significant  interest  or credit risks arising from these financial
instruments.  The  fair  value  of these financial instruments approximate their
carrying  values,  unless  otherwise  noted.

f)     Foreign  Currency  Translation

The  Company's  functional currency is the U.S. dollar.  Transactions in foreign
currencies  are  converted to U.S. dollars at the rate of exchange prevailing at
the  time  of  the  transactions.  Exchange  gains  and  losses arising from the
remeasurement  of  foreign  currency-denominated  assets  and  liabilities  are

included  in  income  in  the  period  in  which  they  occur.

g)     Basic  and  Diluted  Loss  Per  Share

In  accordance  with  SFAS  No.  128  - "Earnings Per Share", the basic loss per
common  share  is computed by dividing net loss available to common stockholders
by  the  weighted average number of common shares outstanding.  Diluted loss per
common  share is computed similar to basic loss per common share except that the
denominator  is increased to include the number of additional common shares that
would  have  been outstanding if the potential common shares had been issued and
if  the  additional  common  shares  were  dilutive.  At  December 31, 2002, the
Company  has  no  stock  equivalents that were anti-dilutive and excluded in the
earnings  per  share  computation.



                                    24 of 31

<PAGE>

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

Not applicable.


                                    PART III

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

Our  executive  officers and directors and their respective ages as of March 24,
2003  are  as  follows:

Directors:
Name of Director       Age
------------------     ---
Jack Morgan            66

Officers:

Name of Officer        Age     Office Held
-----------------              -----------
Jack Morgan            66      President, Secretary and Treasurer

Set forth below is a brief description of the background and business experience
of Mr. Morgan, our sole director and executive officer, for the past five years:

Jack Morgan has been our sole officer and director since inception on August 17,
1999.  Mr.  Morgan  has been a commercial fisherman since 1986 and an ironworker
since  1960.  Mr.  Morgan  has worked as a maintenance engineer with the British
Columbia  Buildings  Commission  since  1986.

Compliance  With  Section  16(A)  Of  The  Securities  Exchange  Act

Section  16(a) of the Exchange Act requires the Company's executive officers and
directors,  and  persons  who  beneficially  own  more  than  ten percent of the
Company's  equity  securities,  to  file  reports  of  ownership  and changes in
ownership  with  the Securities and Exchange Commission. Officers, directors and
greater  than ten percent shareholders are required by SEC regulation to furnish
the  Company  with  copies  of  all  Section 16(a) forms they file. Based on its
review  of  the  copies  of such forms received by it, the Company believes that
during  the  fiscal  year  ended  December 31, 2002 all such filing requirements
applicable  to  its  officers  and  directors  were complied with exception that
reports  were  filed  late  by  the  following  persons:


--------------------------------------------------------------------------------
                                 Number      Transactions     Known Failures
                                 Of Late     Not Timely       To File a Required
Name and Principal Position      Reports     Reported         Form
--------------------------------------------------------------------------------
Jack Morgan, Director,           One         None             None
President Secretary and
Treasurer

--------------------------------------------------------------------------------


                                     25 of 31

<PAGE>

ITEM 10.     EXECUTIVE COMPENSATION.

The  following  table sets forth certain compensation information as to Mr. Jack
Morgan,  our sole officer and director for the past three fiscal years. No other
compensation was paid to Mr. Morgan other than the compensation set forth below.


--------------------------------------------------------------------------------
                           Summary Compensation Table
--------------------------------------------------------------------------------
                         Annual Compensation      Long Term Compensation
                    ----------------------------  ------------------------
                                            Other                           All
                                           Annual    AWARDS       PAYOUTS  Other
                                            Com-  ------------------------  Com-
                                            pen-  Restricted                pen-
                                            sa-   Stock   Options/  LTIP    sa-
Name     Title      Year    Salary  Bonus   tion  Awarded SARs*(#)payouts($)tion
----     -----     ------   ------  -----  ------ ------- ------- --------- ----
Jack     Director   2002       $0      0      0       0       0       0       0
Morgan   and        2001       $0      0      0       0       0       0       0
         President, 2002       $0      0      0       0       0       0       0
         Secretary
         and Treasurer
--------------------------------------------------------------------------------

Stock  Option  Grants

We did not grant any stock options to the directors or executive officers during
our  most  recent fiscal year ended December 31, 2002.  We have also not granted
any  stock  options  to  the  directors or executive officers since December 31,
2002.

Exercises  Of  Stock  Options  And  Year-End  Option  Values

No  stock  options were exercised by our officers, directors or employees during
the  fiscal  year  ended December 31, 2002.  No stock options have been executed
since  December  31,  2002.

Outstanding  Stock  Options

We  do  not  have  any  stock  options  outstanding.

Management  Agreement

We  presently  are not a party to any management or other compensation agreement
with  Mr.  Jack  Morgan,  our  sole  executive  officer  and  sole  director.


                                     26 of 31

<PAGE>

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

The  following  table  sets  forth  certain information concerning the number of
shares  of our common stock owned beneficially as of March 24, 2003 by: (i) each
person  (including  any group) known to us to own more than five percent (5%) of
any  class  of  our  voting  securities,  (ii)  each of our directors, and (iii)
officers  and directors as a group. Unless otherwise indicated, the shareholders
listed  possess  sole  voting  and  investment  power with respect to the shares
shown.

-------------------------------------------------------------------------------
                                        Number of
                  Name  and  address    Shares of             Percentage of
Title of class    of beneficial owner   Common Stock          Common Stock(1)
-------------------------------------------------------------------------------
Common Stock      Jack Morgan           5,000,000 Shares          49.5%
                  President, Secretary
                  and Treasurer
                  Director
                  Box 55, Station A
                  Nanaimo, BC
                  Canada  V9R 5K4
-------------------------------------------------------------------------------
Common Stock      All Officers and      5,000,000 Shares          49.5%
                  Directors as a Group
                 (1 person)
-------------------------------------------------------------------------------

(1)  Based on 10,115,000 shares of our common stock issued and outstanding as of
     March  24,  2003.
-------------------------------------------------------------------------------


Except  as otherwise noted, it is believed that all persons have full voting and
investment  power  with  respect to the shares indicated. Under the rules of the
Securities  and Exchange Commission, a person (or group of persons) is deemed to
be a beneficial owner of a security if he or she, directly or indirectly, has or
shares  the power to vote or to direct the voting of such security, or the power
to  dispose  of or to direct the disposition of such security. Accordingly, more
than  one  person may be deemed to be a beneficial owner of the same security. A
person  is  also  deemed  to  be  a beneficial owner of any security, which that
person  has  the right to acquire within 60 days, such as options or warrants to
purchase  the  Common  Stock  of  the  Company.

Change  In  Control

We  are not aware of any arrangement that might result in a change in control of
our  company  in  the  future.



                                      27 of 31

<PAGE>

ITEM 12.     CERTAIN  RELATIONSHIPS AND RELATED TRANSACTIONS.

Except  as  described  below,  none  of  the following persons has any direct or
indirect  material  interest  in any transaction to which we were or are a party
during  the  past two years, or in any proposed transaction to which the Company
proposes  to  be  a  party:

(A)  any  director  or  officer;

(B)  any  proposed  nominee  for  election  as  a  director;

(C)  any  person  who beneficially owns, directly or indirectly, shares carrying
     more  than  5%  of  the  voting  rights  attached  to  our common stock; or

(D)  any  relative or spouse of any of the foregoing persons, or any relative of
     such  spouse, who has the same house as such person or who is a director or
     officer  of  any  parent  or  subsidiary.

Mr.  Jack  Morgan, our sole director and our president, secretary and treasurer,
acquired  5,000,000 shares of our common stock on August 17, 1999.  These shares
were  issued  pursuant  to  Section  4(2)  of  the  Securities  Act of 1933 (the
"Securities  Act") at a price of $0.001 per share, for total proceeds of $5,000.
The  5,000,000  shares  of  common stock are restricted shares as defined in the
Securities  Act.


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

(a)     Exhibits.

-------------------------------------------------------------------------------
Exhibit Number      Description of Exhibit
--------------      ------------------------
     3.1            Articles  of  Incorporation  (1)
     3.2            Bylaws,  as  amended  (1)
     4.1            Share  Certificate  (1)
    99.1            Certification of Chief Executive Officer and Chief Financial
                    Officer  pursuant  to pursuant to 18 U.S.C. Section 1350, as
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002(2)

-------------------------------------------------------------------------------
(1)  Previously  filed with the Securities and Exchange Commission as an exhibit
     to  the  Registrant's Form 10-SB originally filed May 24, 2002, as amended.

(2)  Filed  as  an  exhibit  to  this  Annual  Report  on  Form  10-KSB.
-------------------------------------------------------------------------------


(b)     Reports  on  Form  8-K.

No  reports  on  Form  8-K were filed during the last quarter of our fiscal year
ended  December  31,  2002.

No  reports  on  Form  8-K  have  been  filed  since  December  31,  2002.


                                      28 of 31


<PAGE>

ITEM 14.     CONTROLS AND PROCEDURES.

As  required  by  Rule  13a-15  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial  Officer,  Mr.  Jack  Morgan.  Based  upon  that evaluation, our Chief
Executive  Officer  and  Chief  Financial  Officer concluded that our disclosure
controls  and procedures are effective in timely alerting management to material
information  relating to us required to be included in our periodic SEC filings.
There  have  been  no  significant  changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
we  carried  out  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.


                                    29 of 31

<PAGE>



                                   SIGNATURES



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


CELLWAY VENTURES, INC.


By:  /s/ Jack Morgan
     --------------------------------
     Jack Morgan, President and Chief Executive Officer
     Director
     Date:     March 28, 2003


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


By:  /s/ Jack  Morgan
     ----------------
     Jack Morgan, President, Secretary and Treasurer
     Chief Executive Officer and Chief Financial Officer
     (Principal Executive Officer and Principal Accounting Officer)
     Director
     Date:     March 28, 2003





                                    30 of 31

<PAGE>


                                 CERTIFICATIONS*

I,  Jack  Morgan,  Chief  Executive Officer and Chief Financial Officer, certify
that;

1.     I  have  reviewed  this annual report on Form 10-KSB of Cellway Ventures,
       Inc.;

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

3.     Based  on  my  knowledge,  the  financial statements, and other financial
       information  included  in  this  annual  report,  fairly present in all
       material  respects  the  financial  condition, results of operations and
       cash flows of the  registrant  as  of,  and  for,  the  periods presented
       in  this annual report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
       establishing  and  maintaining disclosure controls and procedures (as
       defined in  Exchange  Act  Rules  13a-14  and  15d-14)  for  the
       registrant  and  have:

       a)     designed  such disclosure controls and procedures to ensure that
              material  information relating to the registrant, including its
              consolidated subsidiaries,  is  made  known  to  us by others
              within those entities, particularly during the  period  in  which
              this  annual  report  is  being  prepared;

       b)     evaluated  the  effectiveness of the registrant's disclosure
              controls and  procedures  as  of a date within 90 days prior to
              the filing date of this annual  report  (the  "Evaluation  Date");
              and

       c)     presented  in  this annual report our conclusions about the
              effectiveness  of  the  disclosure  controls  and  procedures
              based on our evaluation as of the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee  of  registrant's  board  of  directors  (or  persons
       performing  the equivalent  functions):

       a)     all  significant  deficiencies  in  the  design  or operation of
              internal  controls  which  could  adversely  affect  the
              registrant's  ability to record,  process,  summarize  and  report
              financial  data  and  have  identified  for  the  registrant's
              auditors  any  material  weaknesses  in  internal  controls;  and

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

6.     The  registrant's  other certifying officers and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  facts 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:   March 28, 2003                 /s/ Jack Morgan
                                       -----------------------------------
                                       Chief  Executive  Officer  and
                                       Chief  Financial  Officer
                                       ___________________________________
                                       (Title)



                                    31 of 31