SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
                        COMMISSION FILE NUMBER 000-24977

                               HBOA HOLDINGS, INC
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               (Exact Name of Registrant as Specified in Charter)

           Florida                                         65-1053546
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(State or other jurisdiction of                     (I.R.S. Employer ID. Number)
incorporation or organization)

5200 NW 33rd Avenue, Suite 215
Ft. Lauderdale, FL                                           33309
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(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:  (954) 938-8010

         Securities registered pursuant to Section 12 (b) of the Act: None
         Securities registered pursuant to Section 12 (g) of the Act:

                     Common Stock, par value $.001 per share
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                                (Title of Class)

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) , and (2) has been subject to such filing requirements for
the past ninety (90) days. Yes __X__  No

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and if 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. __X__

         Issuer's revenues for the most recent fiscal year were $71,439

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant was approximately $4,581,304 on March 31, 2003 based upon the
latest published average bid price at the close of the market on March 31, 2003,
the most recently available bid date for the Registrant's Common Stock.

         The approximate number of shares outstanding of the Registrant's common
stock on March 31, 2003 was 21,725,000.

         DOCUMENTS INCORPORATED BY REFERENCE: None

Transitional Small Business Disclosure Format (check one):  Yes  ___  No __X__

<PAGE>

                                     PART I

FORWARD-LOOKING STATEMENTS

         Certain statements contained in this Annual Report on Form 10-KSB for
HBOA Holdings, Inc. (the "Company," "we" or "us") constitute "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act") and Section 21E of the Exchange Act. Such
statements include, but are not limited to statements about (a) the Company's
growth strategies, (b) anticipated trends in the Company's industry, (c) the
Company's future financing plans and (d) management's expectations and
objectives regarding the Company's future financial position and operating
results. These statements are subject to risks, uncertainties and other factors
that may cause the actual results, performance or achievements of the Company be
materially different from any future results, performance or achievements
expressed or implied by such for-ward-looking statements. Some of these risks
and uncertainties are defined in "Plan of Operations - Risk Factors" on page 13
of this Form 10-KSB.

         The Company cautions readers that these forward-looking statements
speak only as of the date hereof. The Company hereby expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
such statements to reflect any change in the Company's expectations or any
changes in events, conditions or circumstances on which such statement is based.

ITEM 1.  DESCRIPTION OF BUSINESS

OVERVIEW

         We currently have three divisions: (1) the Aerisys Division, (2) the
PARIS Division and (3) the HBOA Division. The Aerisys Division offers branded,
private communities for schools, corporations and large groups. The PARIS
Division owns a 20.68% membership interest in PARIS Health Services, Ltd.
("PARIS Ltd.") as of March 31, 2003. As of December 31, 2002, our membership
interest in PARIS Ltd. was 17.99%; however, as a result of a settlement
agreement in February 2003, our ownership interest was increased to 20.68%.
PARIS Ltd. offers two healthcare process solutions: (i) an outsourcing solution
to assist hospitals in obtaining required approvals from insurers and (ii) a
web-based program to assist companies in managing compliance with The Health
Insurance Portability and Accountability Act ("HIPAA"). The HBOA Division, which
is now inactive, provides an online community with business tools and services
for small and home based businesses.

AERISYS DIVISION

         Our Aerisys Division markets and sells the Aerisys Intelligent
Community(TM) to schools. The Aerisys Intelligent Community(TM) is a web-based
software program and private, browser-based intranet that allows schools to
collaborate with parents and faculty each day on classroom homework,
assignments, critical dates, team priorities and school news in a private forum.
The network is branded to a private logo and color scheme for each school and
Aerisys hosts the community for the schools. Parents can receive private or
group messages from teachers and administrators, and schools are able to reduce
paper costs. The program is hosted by Aerisys, which saves the schools money
each year. It is our understanding that most schools charge the parent an annual
technology fee for this service of approximately $100 per family per year.
However, our fees vary depending on the number of families and the term of the
contract the school selects with Aerisys. We are presently anticipating fees
between $49-$129 per family per school year.

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<PAGE>

         We believe that our Aerisys Intelligent Community(TM) for Schools
provides a powerful tool at an affordable price at a time when schools are
searching for new technology. Our surveys have uncovered a definite trend toward
implementing such systems, and our program is both affordable and powerful. With
our solution, schools can enjoy the power of the program without any major
purchases or burdens on their staff time. In fact, the time between a sales
presentation, contract execution and delivery can be as short as two weeks,
although most schools will implement our Aerisys Intelligent Community system
before the start of a new school year, usually sometime between June and August.

Sales and Marketing

         Our sales efforts are heavily concentrated during the period from
January - June, in an effort to sign as many new schools as possible during the
time when principals typically evaluate changes for the next school year.
Presently, our marketing efforts are primarily targeting K-12 private and
parochial schools because these schools have tuition payments that make our
parent-based fee structure logical. Additionally, these schools typically are
autonomous entities, able to make decisions and change technology without the
review of a school board. Since the number of these non-public schools in the
USA is very high, it may be likely that we will always focus on these schools as
our target clients.

         We market Aerisys Intelligent Community(TM) for Schools through direct
sales, supported by direct mail, telemarketing, advertising and trade shows. We
feel an integral part of our success will come from the face-to-face selling
method and personalized training of school staff. In fiscal 2002, we had 25 on
site appointments with headmasters of private schools. We attended several trade
shows, where we presented the Aerisys Intelligent Community(TM). We attended
the:

         -Archdioceses of Miami tradeshow in March 2002, where we presented the
         Aerisys Intelligent Community to 53 schools; - Georgia Independent
         School Association tradeshow in October 2002, and; -the Florida Council
         of Independent Schools tradeshow in November 2002.

          We sent over 3,000 direct mail pieces to K-12 schools in the Southeast
United States in fiscal 2002. We also ran one national print advertisement in
"Technology and Learning Publication." We hired one sales representative in
Atlanta who was able to sign two new schools as well as provide the training and
support for these customers during 2002. This sales representative will be
returning from a short leave in April 2003.

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         In fiscal 2003, we will expand our marketing efforts to include the 15
additional states on the East Coast, and are trying to negotiate an agreement
with a Chicago-based value-added reseller, who already has an established
software sales and support firm. We are also negotiating with individuals who
have experience with selling into the Puerto Rican market.

         In February 2003, we subcontracted with an individual to help increase
the number of direct mail pieces that we send each week in an effort to increase
incoming leads. Finally, in fiscal 2003, we will be offering our Aerisys
Intelligence Community(TM) service to small to mid-sized companies that can
equally benefit from the power of collaborative teams.

Competition

         The market for providing private, branded intranets to schools is
competitive. Our current and potential competitors include companies that are
well established both in the technology marketplace and the school arena. Our
competitors include Companies such as Apple Computer with their Powerschool
solution and eChalk. Additionally, a definite "competitor" of our product is an
in-house solution that any school may decide to build or have built to suit
their needs. We expect that it will be quite common for a company that offers or
provides basic website development services to offer schools a customized
solution that encompasses homework online and other similar features to the
Aerisys Intelligent Community(TM) for Schools.

         We further expect that as the suppliers of other school products
realize the market potential of school intranets, they may develop a solution to
compete with ours. We expect that these current and future competitors will
compete on price and service.

Current Business Activities

         As of December 31, 2002, we had contracts with 5 schools, all of which
were multi-year contracts. The amounts that we will receive vary depending on
the number of registered students at each school. We are encouraged by the fact
that schools, in general, are comfortable signing multiple-year contracts when
we've proven our product and service quality.

PARIS DIVISION

         We own a 20.68% limited partnership interest in PARIS Health Services,
Ltd. ("PARIS Partnership" or "PARIS Ltd."), as of March 31, 2002. As of March
31, 2003, the Paris Partnership provides two healthcare process services. One
service is focused on assisting hospitals in obtaining the pre-authorization
approvals from insurance providers before they perform certain medical
procedures. We refer to the procedure authorization routing interface system as
the PARIS system. The other service is a web-based program, which assists
companies in managing compliance with HIPAA.

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VIRTUAL PRIVATE NETWORKS - PRE-AUTHORIZATION ROUTING INTERFACE PROJECT

Existing Business Problem

         Hospitals frequently do not receive authorizations for medical
procedures that require authorization from managed care organizations and/or
other insurance organizations (collectively, the "insurers"). The hospitals fail
to gain authorization for various reasons, including (1) lack of time to enter
physician orders into the hospital computer system, (2) lack of time to call the
insurer before the mandatory 24-hour expiration period and (3) failure to
correlate authorization response with procedure requests.

         Our research shows that an average 200 bed hospital spends $500,000 a
year in costs associated with the authorization process and has approximately
$2,000,000 a year in uncollected billing due to lack of authorization. Insurers
require authorization requests both for pre-approval for payment of procedures
and as a notification tool to manage the stay of their members. Also, insurers
historically pay in an untimely manner. This has been an impediment to improved
efficiency for hospital authorizations and payments in the past.

Solution - PARIS

         The PARIS Division, through PARIS Ltd., intends to provide hospitals
with an outsourcing service that will assist hospitals in obtaining
pre-approvals from insurers. PARIS Ltd. will connect the hospitals and the
insurers through a virtual private network. For those insurer's that don't have
a direct data link with the hospital, PARIS will operate a 24-hour call center.
As soon as the hospital computer system updates any patient information, PARIS
will determine whether or not the insurer needs to be notified of that service
based on profiles set up per the insurer's contract with the hospital. If
required, an appropriate notification is transmitted, called in or faxed to the
insurer as necessary. This process is tracked and recorded by PARIS Ltd., so
that it can be reviewed both during and after the process.

         We expect to generate revenues from this PARIS outsourcing service by
charging a fee for each authorization that take places. It is currently
contemplated that there will be minor or no changes to the hospitals for the
system to be deployed, and that we will absorb the cost related to the
implementation of the virtual private network. In return, we are seeking
contracts from hospitals that will be for a period of three years or more in
duration. We also would also like to generate revenues from processing fees from
insurance companies.

Current Status of the PARIS Outsourcing Service

         As of March 31, 2003, we are working with two hospitals to provide them
with an outsourcing solution for eligibility verification and authorizations
from insurance providers. We have completed beta testing of our outsourcing
solution with a hospital in South Florida and are negotiating the final terms of
this contract with this hospital. We are in the beta testing process with a
hospital in North Florida. We expect to have two more beta tests with this
hospital, before we become fully operational. We hope to be fully operational in
the North Florida hospital by May 2003.

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         We have had conversations and are in various stages of negotiation with
several other hospitals in South Florida to use the PARIS outsourcing solution,
including several large hospital chains. We are also in discussions with other
healthcare service companies, including a company which provide ASP practice
management systems to doctors and companies that provide processing services for
Medicaire claims.

Competition

         Although the PARIS Division believes that it is offering hospitals a
unique service with its outsourcing service which verifies authorization for
healthcare procedures, other companies could begin providing a similar service
because there are not many barriers to entry in this market. Many large
consulting companies such as IBM, EDS, Oracle and other small private software
consulting companies could offer similar services. Many of these companies have
significantly greater financial, technical product development and market
resources and greater name recognition. We expect that competition will be based
on price, speed of service and quality. Additionally, the PARIS Division expects
that the MIS departments of hospitals and managed care companies may try to
develop this product on their own. However, we do not think that many of our
competitors will be willing to absorb all of the costs to implement and develop
the technology required to communicate with the various insurers on behalf of
the hospitals.

HIPAA MANAGEMENT SYSTEM

General

         The PARIS division through its investment in the PARIS Partnership,
developed a program to assist healthcare providers in complying with The Health
Insurance Portability and Accountability Act of 1986 ("HIPAA") during fiscal
2002. HIPAA is a broad piece of legislation aimed at reforming healthcare and
recognizing the healthcare industry's increased use of and reliance on
electronic technology. HIPAA addresses the privacy and security of personal
health information.

         HIPAA gives patients greater control over how medical practices use and
disclose their personal health information. Medical practices that perform
electronic transactions cannot avoid learning about HIPAA because it applies to
personal health information that is maintained in any form - including paper,
electronic or oral communications. For example, practices that submit claims
electronically or use a billing company to do so on their behalf must comply
with HIPAA. Medical practices have until April 14, 2003 to be in compliance with
all the provisions within the privacy standard, including the following rights
that must be afforded to patients:

         *Notice of Privacy Practices - Written notice of how the practice uses
and discloses personal health information and of the patient's rights and
practice's duties with respect to personal health information.

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         *Authorizations - Authorization must be granted for non-routine uses
and disclosure of personal health information (e.g., uses beyond treatment,
payment or healthcare operations) unless it is a permitted use or disclosure
under HIPAA.

         *Access -The right to request access to and get copies of a patient's
medical records.

         *Amendment or Correction - the right to request an amendment to or
correction of a patient's personal health information or record.

         *Notice of Disclosure - request for an accounting of disclosures of
their personal health information beyond treatment, payment and healthcare
operations and those authorized by the patient, made by the practice for up to
six years prior to the date the accounting is requested.

         *Access to Complaint Process - an internal complaint process that
medical practices must provide for patients who feel the medical practice is not
complying with is own policies and procedures.

Our HIPAA Management System

         Our HIPAA management system is accessible from any web-connected
desktop via Internet Explorer. Our Certification Management System ("CMS")
includes the following features:

         1. HIPAA Policies and Procedures Index: Complete, regularly updated and
parsed index of all HIPAA policies.

         *Indexed procedure documents for all HIPAA areas.
         *Pre-written form templates for all regulated actions, including
         Amendment of Patient Information, Disclosure Requests, Official Privacy
         Notice, Employee HIPAA Compliance Contract, and all others.
         *All WEDI Transaction Implementation Guides, attached and indexed,
         including addenda *Employee Training Procedures and Training Manual
         *Sanctions and Enforcement Procedures

         2. Certification Plan Section - Certification plan templates for most
common areas, such as physical offices, networks, hardware, telephony and
software.

         3. Position Roles Management - HIPAA requires documentation of all
positions and their Protected Health Information access.

         4. Personnel Records - HIPAA requires documentation of all personnel,
their HIPAA-related training and compliance records. Our database provides a
separate section meeting all personnel management requirements.

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         5. Non-Routine Disclosure Records: HIPAA requires that all non-routine
disclosures of personal health information be documented for 6 years. Our
database provides a disclosure records section for such storage.

         6. Updates Section - A news area for common posting of newsletters,
briefs, additions and other HHS government updates.

         7. Administration - The PARIS Partnership will handle all system
administration issues, including usernames and passwords.

         We offer two HIPAA Management Systems: The Standard Version and the
Enterprise Version. The Standard Version is intended for use by single-location
health care providers, such as doctor's offices and standalone hospitals. The
Enterprise Version is functionally identical to the Standard Version. In
addition, the Enterprise Version, permits multi-site management of doctor's
office networks, university medical campuses or multiple hospital offices from a
single corporate location. Each individual site may enter, view and report upon
its own data only, while the corporate office can view all data from all
locations, as well as create master reports sorted by all locations. This
functionality is accomplished by using additional security levels and filtering.
Pricing is normally derived by number of total locations.

CURRENT STATUS OF HIPPA PROGRAM

         As of March 31, 2003, we have sold our HIPAA Management program to two
companies. We believe that over 100 companies are using our HIPAA management
system during a free two week trial period. One of our marketing partners
designed this program and will try to convert many of the free memberships into
sales during the next few weeks.

SALES AND MARKETING

         As of March 31, 2003, we have entered into verbal agreements with two
marketing companies to sell our HIPAA Management system. To further supplement
our sales efforts, we intend on entering into marketing agreements with other
companies who have experience in the healthcare industry.

COMPETITION

         We face competition from a number of business that offer similar HIPPA
management programs. We try to differentiate ourselves as a "single source"
centrally managed computer based solution for HIPAA management requirements.

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<PAGE>

OWNERSHIP INTEREST IN PARIS LTD.

         We own a 20.86% ownership interest in Paris Ltd. as of March 31, 2003.
Our partners in PARIS Ltd. include Heathcare Financial Enterprises, Inc. ("HFE")
and Lexsys Software Corporation. For the past eleven years, HFE has been one of
the leading companies in the United States in the field of services pertaining
to third party reimbursements to health care providers on a nationwide basis.
For the past nine years, LexSys has developed and implemented revolutionary
proprietary software.

         Initially, PARIS Ltd. was structured as a limited liability company and
our interest represented 25% of this company. In February 2002, our interest was
restructured and reduced to 17.99% when a private trust made a $900,000
investment in the company. As part of this restructuring, our investment in a
limited liability company was changed into an investment in a partnership. As a
member of a limited partnership, we are entitled to receive 20.86% of any
profits or losses of the partnership. However, our ability to receive profit
distributions is limited to approximately 9% of the profits, until the private
trust has received distributions equal to its initial capital contribution.
Furthermore, the trust also has certain preferences if there is liquidation or
dissolution. As such, it is difficult to predict how and when we will begin
receiving profit distributions from PARIS Ltd. During fiscal 2002, we did not
receive any distributions from PARIS Ltd.

HBOA DIVISION

Overview

         We have established and developed an interactive network for home based
business owners. Our web site address is www.hboa.com. During fiscal 2002, we
did not expend significant resources or time on the HBOA Division, because we
have focused on efforts on our Aerisys and PARIS Divisions.

         In fiscal 2002, we did not make any updates to the HBOA web site or add
any additional business services. There are approximately 100 members that have
joined the service but are not being charged because of our lack of providing
enough value to justify the charge.

HISTORY

         We were incorporated in the state of Colorado on December 11, 1996.
From our inception through December 28, 1999, we were involved in the business
of acquiring, developing and operating oil and gas properties. On December 28,
1999, Philip Davis and John Lee, our founders and principal shareholders, sold
60% of our issued and outstanding common stock to HBOA.Com, Inc., a District of
Columbia corporation ("HBOA-DC"). Pursuant to this stock sale, there was a
change in our business and management team. We began to focus on HBOA's
business, which was related to the sale of products and services to the owners
of home based businesses through its Internet web site.

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<PAGE>

         On May 31, 2000, HBOA-DC was merged with and into our wholly owned
subsidiary, HBOA.Com, Inc., a Florida corporation ("HBOA-FL"). In June 2000, we
began to develop our ASP business, in addition to HBOA's web site. On November
10, 2000, our shareholders approved our proposal to change our name from Mizar
Energy Company to HBOA Holdings, Inc. and to change our state of incorporation
from Colorado to Florida. In May 2001, we received a membership interest in
PARIS Health Services, Ltd., which investment was restructured as an interest in
a limited liability company in January 2002. In fiscal 2002, we focused our
business efforts and developing our Aerisys Division and its Intelligent
Community for Schools(TM). We will also devoted significant business resources
to developing the PARIS Project, so our interest in the PARIS partnership is
maximized.

EMPLOYEES

         As of March 31, 2003, we have two full-time employees, one of whom is
in sales and the other is in our MIS department. Gary Verdier, our Chief
Executive Officer and Chairman, is not an employee and Bill Shope, our Chief
Financial Officer and Vice President of Operations, is a part-time employee. We
subcontract additional help for marketing, sales, support and development as
needed to keep costs low but continue to further our company progress.

ITEM 2.  DESCRIPTION OF PROPERTY

         We utilize approximately 560 square feet of office space at 5200 NW
33rd Avenue, Suite 215, Ft. Lauderdale, Florida. This office space is provided
to HBOA on a rent-free basis by Dundas Systems, Inc., a company which is owned
by Gary Verdier. Dundas Systems leases the office space from an unrelated third
party.

         We believe that these facilities are in substantial compliance with
environmental laws and regulations, and adequately covered by insurance. We also
believe that the leased facility is not unique, and could be replaced, if
necessary.

ITEM 3.  LEGAL PROCEEDINGS

         We are not a party to any material litigation presently pending nor, to
the best knowledge of the Company, have any such proceedings been threatened.

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

         The Special Meeting of Stockholders of the Company was held on November
22, 2002. Proxies for the meeting were solicited pursuant to Regulation 14A of
the Securities Exchange Act of 1934 and there was no solicitation in opposition
to that of management. All of management's nominees for directors as listed in
the proxy statement were elected with the number of votes cast for each nominee
as follows:

                                  Shares Voted "FOR"              Votes Withheld

         Gary Verdier               16,480,074                       4,000
         Harvey Judkowitz           16,480,074                       4,000
         George Williams            16,480,074                       4,000

          The proposal to appoint Sewell & Company, P.A., as independent
accountants for the Company for the year ended December 31, 2002, was ratified
by the following vote:

         Shares Voted For  Shares Voted Against   Abstaining    Broker Non-Vote
         16,484,074                0                 0                0

         On March 4, 2003, the Company appointed Berkowits, Lago & Company, LLP,
as its independent auditors for the fiscal year ended December 31, 2002. See
"Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Statement Disclosure" in this Annual Report on Formn 10-KSB.

                                     PART II

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

         Our common stock began trading on the OTC Bulletin Board on October 5,
2000 under the symbol "MIZR". In November 2000, we changed our symbol to "HBOA".
Prior to our listing on the OTC Bulletin Board in October 2000, our stock did
not trade publicly. The following are high and low bid quotations on the OTC
Bulletin Board for the quarterly periods shown, which we obtained from Nasdaq
Data Products, Historical Data Service for fiscal 2001 and from Commodity
Systems, Inc. for fiscal 2002. Such prices represent quotes or prices between
dealers in securities and do not include retail markups, markdowns or
commissions and may not represent actual transactions.

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<PAGE>
                                                     High       Low
Period                                               Bid*       Bid*
--------------------------------------------------------------------
First Quarter 2002                                   $.19       $.09
Second Quarter 2002                                  $.13       $.06
Third Quarter 2002                                   $.06       $.04
Fourth Quarter 2003                                  $.13       $.02


First Quarter 2001                                   $.93*      $.28*
Second Quarter 2001                                  $.28       $.08
Third Quarter 2001                                   $.11       $.065
Fourth Quarter 2001                                  $.11       $.05

Fourth Quarter 2000 (Oct. - Dec. 31)                 $.94*      $.75*


*These numbers have been adjusted to reflect our 2-for-2 stock split, effective
as of February 19, 2001.

HOLDERS

         As of March 31, 2002, we had 127 holders of record of our common stock.
These numbers do not include an indeterminate number of shareholders whose
shares may be held by brokers in street name.

DIVIDEND POLICY

         We have never paid cash dividends on our common stock. Payment of
dividends will be within the sole discretion of the Company's Board of Directors
and will depend, among other factors, upon earnings, capital requirements and
the operating and financial condition of the Company. At the present time, the
Company's anticipated financial capital requirements are such that it intends to
follow a policy of retaining earnings in order to finance the development of its
business.

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

OVERVIEW

         We currently have three distinct divisions: (1) the Aerisys Division,
(2) the HBOA Division and (3) the PARIS Division. The Aerisys Division offers
branded, private communities to schools. The HBOA Division provides an online
community with business tools and fee-based services for small and home based
businesses. As of March 31, 2003, the PARIS Division owns a 20.68% membership
interest in PARIS Ltd., which provides two healthcare products. PARIS Ltd.
develops virtual private networks to assist hospitals in obtaining
pre-authorization approvals from insurance providers before they perform certain
medical procedures. PARIS Ltd. has also developed a product which assists
companies in managing their compliance with HIPAA.

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RESULTS OF OPERATION

         We were a development stage company during our first five years of
operations, from December 11, 1996 through December 31, 2001. Beginning on
January 1, 2002, we are no longer considered to be a development stage company.
Sales, net of returns, were $71,439 during fiscal 2002 compared with revenues of
$2,223 for fiscal 2001. In fiscal 2002, we derived revenues of $36,064 from
sales of the Aerisys Intelligent Community(TM) to schools and revenues of
$35,375 for services that we provided to PARIS Ltd. In fiscal 2001, we derived
revenues of $2,223 from the sale of HBOA memberships.

         Total expenses decreased to $565,087 during fiscal 2002 compared to
total expenses of $1,141,328 during fiscal 2002. Total expenses consisted of
salaries, consulting fees, professional fees, insurance, marketing and
advertising, rent, general and administrative expenses and depreciation. The
expenses that decreased the most significantly in fiscal 2002 were consulting
expenses. However, marketing and advertising expenses and salary expenses
increased in fiscal 2002. Marketing expenses increased in fiscal 2002 because we
attended 3 trade shows, increased our direct mail efforts and traveled on the
road to meet with prospective clients. Salaries increased in 2002 because
salaries in the amount of $211,025 were contributed as part of the investment in
PARIS Ltd. whereas no such contribution was made in 2002.

         We had a loss from operations of $493,648 during fiscal 2002 compared
with a loss of $1,139,105 during fiscal 2001.

         We had other income of $89,935 in fiscal 2002 compared with other
expenses of $5,157 in fiscal 2001. Other income consisted of $150,000 in
consulting fees that we received from Dundas Systems, a related party. Mr.
Verdier, our founder and Chief Executive Officer, is the sole shareholder of
Dundas Systems. We had a loss of $41,205 on our investment in PARIS Ltd., which
represents our equity in the net loss incurred by the PARIS Ltd. for the year
ended December 31, 2002. We also had interest expense of $21,835 on our notes
payable to Dundas Systems.

         As a result of the foregoing, our net loss was $403,713 in fiscal 2002
compared with a net loss of $1,144,262 during fiscal 2001.

LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 2002, we had cash on hand of $19,079 and our working
capital deficit was $571,360. During the first quarter of 2003, Dundas Systems,
Inc. advanced approximately $40,000 to our company for operating capital. As of
March 31, 2003, our company owed $530,000 to Dundas Systems. We expect that our
cash on hand will last for the next two months.

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<PAGE>

         Our total current liabilities were $598,806 as of December 31, 2002, an
increase of $286,084 from fiscal 2002. Total current liabilities increased
primarily because our note payable to Dundas System, increased by $218,000.
Additionally, deferred income increased to $30,654 as of December 31, 2002
compared to $4,950 on December 31, 2001. We have multi-year contracts with
several of our schools for the Aerisys Intelligent Community and therefore, we
must defer revenue and recognize it over the period for which the services are
provided.

         We have incurred net losses of $403,713 and $444,262 for the years
ended December 31, 2002 and 2001, respectively. These conditions raise
substantial doubt to the ability of the Company to continue as a going concern.
Management's plans with regard to these matters include raising working capital
to assure the Company's viability through private equity offers, debt financing,
or through the acquisition of new business or private ventures.

         Our capital requirements have been and will continue to be significant
due to, among other things, our expenses to develop our ASP business and fulfill
our obligations to the PARIS Ltd. At the present time, we do not have any
extensive capital commitments. We do not plan on making any new purchases of
plant or equipment and any hiring of additional employees during the next twelve
month period.

          During fiscal 2002, we used cash of $203,967 in operating activities.
This consisted primarily of our net loss of $403,713 offset by (i) depreciation
of $79,771, (ii) $41,204 which resulted from our loss on the PARIS Partnership,
(iii) an increase in accounts payable of $19,867 and increase in accrued
expenses of $22,513 and certain other cash sources.

         During fiscal 2002, we did not engage in any investment activities, and
we received $218,000 in financing, which represents note payables to Dundas
Systems.

RISK FACTORS

         In evaluating our business, the following risk factors should be
considered:

WE NEED ADDITIONAL CAPITAL

         Our capital requirements have been and will continue to be significant
due to, among other things, our expenses to develop our ASP business. As of
December 31, 2002, we had cash on hand of $19,079. During the first quarter of
2003, Gary Verdier, through Dundas Systems, advanced $40,000 to our company. As
of March 31, 2003, Dundas Systems has advanced $530,000 to our company. We are
currently exploring various forms of financing, including but not limited sales
of additional debt or equity securities (or a combination thereof) in future
public or private offerings or obtaining loans from third parties. However,
there can be no assurance that any such financing will in fact be available to
us when needed or upon terms acceptable to us.

                                       13
<PAGE>

OUR METHODS OF GENERATING REVENUE ARE RELATIVELY NEW AND LARGELY UNTESTED AND WE
PROBABLY WILL NOT GENERATE SIGNIFICANT REVENUES IN FISCAL 2003

         During fiscal 2003, we expect to generate revenues from our Aerisys
Division and our PARIS Division. However, at this time, it is difficult to
predict the amount of revenues that will be generated by each division.

         Our Aerisys Division intends to generate revenues by selling the
Aerisys Intelligent Community(TM) to private and parochial schools. As of
December 31, 2003, we had contracts with five private schools and have set up
many sales meetings with other schools. However, there can be no assurances that
we will obtain contracts to provide services at other schools or that we will
generate revenues from these agreements.

         We intend to generate revenues from the PARIS Division by (i) securing
long-term contracts with hospitals to provide outsourcing services to assist
hospitals in obtaining authorizations for healthcare procedures and (ii) by
identifying customers for our HIPAA Compliance Program. As of March 31, 2003, we
are trying to finalize a three-year contract with one hospital for a virtual
private network which uses the PARIS routing procedure. However, as of March 31,
2003, we have not finalized this agreement and we can not assure you that we
will be able to finalize agreements with any hospitals. As of March 31, 2003, we
have ten customers who are using our web-based HIPAA Compliance Program and we
have over 200 customers who are using this program in a free trial period.
However, there can be no assurances that any of these 200 customers will
purchase our HIPAA Compliance Program or that we will be able to secure any new
customers.

         Given the current economic climate, we do not plan on devoting
significant resources to our HBOA division in fiscal 2003.

WE HAVE A HISTORY OF OPERATING LOSSES, A GOING CONCERN QUALIFICATION AND EXPECT
TO INCUR FUTURE LOSSES

         We have a net loss of $403,713 for the fiscal year ended December 31,
2002. The independent auditors' report and footnote to our financial statements
for the twelve months ended December 31, 2002 include an explanatory paragraph
relating to the uncertainty of our ability to continue as a going concern, which
may make it more difficult for us to raise additional capital. We do not
anticipate that we will earn a profit, during the 2003 fiscal year, due, in part
to start up costs associated with developing our Aerisys and PARIS divisions.
Furthermore, there can be no assurances that our business strategy will enable
us to achieve profitable operations in the future.

                                       14
<PAGE>

THE MARKETS WE SERVE ARE HIGHLY COMPETITIVE AND MANY OF OUR COMPETITORS HAVE
GREATER RESOURCES

 Aerisys Division

         The market for providing private, branded intranets to schools is
competitive. Our current and potential competitors include companies that are
well established both in the technology marketplace and the school arena.
Companies like Apple Computer with their Powerschool solution and eChalk are
both excellent solutions. Additionally, a definite "competitor" of our product
is an in-house solution that any school may decide to build or have built to
suit their needs. We expect that it will be quite common for a company that
offers or provides basic website development services to offer a school a
customized solution that encompasses homework online and other similar features
to the Aerisys Intelligent Community(TM) for Schools.

         We further expect that as the suppliers of other school products
realize the market potential of school intranets, they may develop a solution to
compete with ours. We expect that these current and future competitors will face
increasing price and service pressures on our future family-based price.

         .
         Many of our competitors have substantially greater financial, technical
and marketing resources, larger customer bases, longer operating histories,
greater name recognition and more established relationships in the industry than
we do. We cannot be sure that we will have the resources or expertise to compete
successfully in the future. Our competitors may be able to (1) more quickly
develop and expand their network infrastructure and service offerings; (2)
better adopt to new or emerging technologies and changing customer needs; (3)
negotiate more favorable licensing agreements with software application vendors;
(4) devote greater resources to the marketing and sale of their products and (5)
adopt more aggressive pricing polices.

         Some of our competitors may also be able to provide customers with
additional benefits at lower overall costs. We cannot be sure that we will be
able to match cost reductions by our competitors. In addition, we believe that
here is likely to be consolidation in our markets. Consolidation could increase
price competition and other competitive forces in ways that materially adversely
affect our business, results of operations and financial condition. Finally,
there are not any substantial barriers to entry, and we have no patented
technology that would bar competitors from our market.

PARIS Division

         Although the PARIS Division believes that it is offering hospitals a
unique service with its outsourcing service which assists hospitals in obtaining
authorizations from insurance companies, other companies could begin providing a
similar service because there are not many barriers to entry in this market.
Many large consulting companies such as IBM, EDS, Oracle and other small private
software consulting companies could offer similar services. Many of these
companies have significantly greater financial, technical product development
and market resources and greater name recognition. We expect that competition
will be based on price, speed of service and quality. Additionally, the PARIS
Division expects that the MIS departments of hospitals and managed care
companies may try to develop this product on their own. However, we do not think
that many of our competitors will be willing to absorb all of the costs to
implement and develop the virtual area networks for the hospitals.

                                       15
<PAGE>

         We know that many other companies offer HIPAA compliance services. Many
of these companies have greater financial, technical product development and
market resources and greater name recognition.

WE FACE RISKS RELATED TO INTELLECTUAL PROPERTY RIGHTS.

         Our Aerisys and PARIS Divisions depend on our internally developed
technologies and other intellectual property. Despite our precautions, it may be
possible for a third party to copy or otherwise obtain and use our intellectual
property or trade secrets without authorization. In addition, it is possible
that others may independently develop substantially equivalent intellectual
property. If we do not effectively protect our intellectual property, our
business could suffer.

         In the future, we may have to resort to litigation to enforce our
intellectual property rights, to protect our trade secrets, or to determine the
validity and scope of the proprietary rights of others. This type of litigation,
regardless of its outcome, could result in substantial costs and diversion of
management and technical resources.

         We may receive in the future notices of claims of infringement of other
parties' proprietary rights. Infringement or other claims could be made against
us in the future. Any claims, with or without merit, could be time-consuming,
result in costly litigation and diversion of technical and management personnel,
cause product delays or require us to develop non-infringing technology or enter
into royalty or licensing agreements. Royalty or licensing agreements, if
required, may not be available on acceptable terms or at all. If a successful
claim of product infringement were made against us, it could have a material
adverse effect on our business.

SECURITY RISKS

         A party who is able to circumvent our security measures could
misappropriate proprietary information or cause interruptions in our operations.
We may be required to expend significant capital and resources to protect
against the threat of such security breaches or to alleviate problems caused by
such breaches. In particular, after the passage of HIPAA, hospitals and
insurers, which use our outsourcing service for healthcare information have
increased liability if any confidential patient information is revealed.
Consumer concern over Internet security has been, and could continue to be, a
barrier to commercial activities requiring consumers to send their credit card
information over the Internet. Computer viruses, break-ins, or other security
problems could lead to misappropriation of proprietary information and
interruptions, delays, or cessation in service to the customers of any of our
three divisions. Moreover, until more comprehensive security technologies are
developed, the security and privacy concerns of existing and potential customers
may inhibit the growth of the Internet as a communication and merchandising
medium.

                                       16
<PAGE>

DEPENDENCE ON KEY PERSONNEL

         We will be dependent upon the services of its executive officers,
principal employees and consultants (particularly Gary Verdier ,William Shope,
Martin Torsey and Bonnie Novella,) for management of HBOA and implementation of
our business strategy. The loss of services of Mr. Verdier, Mr. Shope, Mr.
Torsey or Ms. Novella, could have a material adverse effect on our business
operations, financial conditions and results of operations. If our operations
expand, we will be dependent upon its ability to attract and retain additional
qualified employees and consultants. There can be no assurances that the demands
placed on our personnel by the growth of our business and the need for close
monitoring of its operations and financial performance through appropriate and
reliable administrative and accounting procedures and controls will be met, or
that we will manage its growth successfully; the failure to do so could have a
material adverse effect on our business, financial condition and results of
operations. There is significant competition for qualified personnel, and there
can be no assurances that we will be successful in recruiting, retaining or
training the management personnel it requires.

MANAGEMENT OF GROWTH

         During 2003, we expect to have significant growth (principally as a
result of our HBOA and PARIS Division) and this growth will require us to make
significant additions in personnel and increase our working capital
requirements. Such growth will result in new and increased responsibilities for
management personnel and has placed and continues to place a significant strain
upon our management, operating and financial systems and other resources. There
cannot be any assurances that we will be able to attract or retain sufficient
personnel to continue the planned expansion of its operations. Although we have
experienced significant sales growth, such growth may not be indicative of
future sales growth.

         To manage the expansion of our operations, we must continuously
evaluate the adequacy of our management structure and its existing systems and
procedures, including, without limitation, our data processing, financial and
internal control systems. There can be no assurance that management will
adequately anticipate all of the changing demands that growth could impose on
our systems, procedures, and structure. In addition, we will be required to
react to changes in its industry, and there can be no assurance that it will be
able to do so successfully or at all. Any failure to adequately anticipate and
respond to such changing demand may have a material adverse effect on our
business, financial condition and results of operations.

OUR LIABILITY FOR INFORMATION RETRIEVED FROM THE WEB

         Because users of our web sites for our Aerisys Intelligent
Communities(TM) and our HBOA web site may distribute our content to others,
third parties might use us for defamation, negligence, copyright or trademark
infringement, personal injury or other matters. These types of claims have been
brought, sometimes successfully, against online services in the past. Others
could also sue us for the content that is accessible from our web site through
links to other web sites or through content and materials that may be posed by
members in chat rooms or bulletin boards. We also intend to offer e-mail
services on our Intelligent Community(TM) and HBOA web sites, which may subject
us to potential risks, such as liabilities or claims resulting from unsolicited
e-mail (spamming), lost or misdirected messages, illegal or fraudulent use of
e-mail or interruptions or delays in e-mail service.

                                       17
<PAGE>

RELIABILITY OF WEB SITES AND TECHNOLOGY; RISK OF CAPACITY CONSTRAINTS

         The performance, reliability and availability of our web sites, systems
and network infrastructure will be critical to our business and our ability to
promote our business for our Intelligent Communities(TM) and our PARIS Division,
which includes the outsourcing service for healthcare authorization and HIPAA
compliance management program. Our web sites are hosted by a server owned and
operated by a third party, limiting the extent to which we will have control
over, or the ability to cure, technical problems, which may arise. Any systems
problems that result in the unavailability of our web sites or interruption of
information or access of information to members through the web sites would
diminish their effectiveness as a means of promoting our business.

         If the volume of traffic on our web sites or networks is greater than
anticipated, we will be required to expand and upgrade our web sites, networks
and related infrastructure. Although we intend that our systems will be designed
for scalability, the can be no assurance that the systems will be fully
scalable. Any inability to add additional software and hardware to accommodate
increased usage may cause unanticipated systems disruptions and degradation in
levels of service to customers. There can be no assurance that we will be able
to effectively upgrade and expand our web sites in a timely manner or to
integrate smoothly any newly developed or purchased technology with its existing
systems. Any inability to do so would have a material adverse effect on our
business, prospects, financial condition and results of operations.

RAPID TECHNOLOGICAL CHANGE

         The markets in which our Aerisys and PARIS Divisions compete are
characterized by frequent new product introductions, rapidly changing
technology, and the emergence of new industry standards. The rapid development
of new technologies increases the risk that current or new competitors will
develop products or services that reduce the competitiveness and are superior to
our products and services. The future success of our Aerisys and PARIS Divisions
will depend to a substantial degree upon their ability to develop and introduce
in a timely fashion new products and services and enhancements to their existing
products and services that meet changing customer requirements and emerging
industry standards. The development of new, technologically advanced products
and services is a complex and uncertain process requiring high levels of
innovation, as well as the accurate anticipation of technological and market
trends. There is a potential for product development delay due to the need to
comply with new or modified standards. There can be no assurance that our
Aerisys and PARIS Divisions will be able to identify, develop, market, support,
or manage the transition to new or enhanced products or services successfully or
on a timely basis, that new products or services will be responsible to
technological changes or will gain market acceptance, or that these divisions
will be able to respond effectively to announcements by competitors,
technological changes, or emerging industry standards. Our business, results of
operations, and financial condition would be materially and adversely affected
if our Aerisys and PARIS Divisions were to be unsuccessful, or to incur
significant delays in developing and introducing new products, services, or
enhancements.

                                       18
<PAGE>

PROPOSED LOANS FROM SHAREHOLDERS SECURED BY A LIEN ON ALL OF OUR ASSETS OR OUR
INTELLECTUAL PROPERTY

         We are presently exploring the possibility of receiving a loan or loans
from our shareholders which are secured by a lien on some or all of our assets.
As of March 31, 2003, Gary Verdier, through Dundas Systems, has advanced
approximately $530,000 to our company. These loans were not secured by a lien on
any of our assets. However, Mr. Verdier may not be willing to make any further
loans to our company or he may demand that his previous loans be secured by some
or all of our assets. Similarly, our other shareholders may not be willing to
advance money to our company unless they receive a security interest in all of
our assets or our intellectual property. As of March 31, 2003, we have not
entered into any definitive financing agreements which grant a lien in our
assets to any of our shareholders. However, if any of our shareholders receive a
security interest in all of our assets and we default on our loan, our
shareholders could foreclose on the pledged assets. Any foreclosure on pledged
assets would have a material adverse effect on our business.

ADDITIONAL SHARES ELIGIBLE FOR FUTURE SALE

         HBOA's Articles of Incorporation authorize the issuance of up to 25
million shares of Common Stock and 10 million shares of preferred stock. As of
March 31, 2003, we had 21,725,000 shares of our common stock issued and
outstanding. The issuance of additional shares of HBOA's common stock or
preferred stock is solely within the discretion of HBOA's Board of Directors.
The issuance of a substantial number of additional shares of common stock in
connection with the further development of HBOA's business and in dilution to
current HBOA shareholders.

NO DIVIDENDS

         We anticipate that earnings, if any, will be retained for the
development of its business and will not be distributed to shareholders as cash
dividends. The declaration and payment of cash dividends, if any, at some future
time will depend upon our results of operations, financial condition, cash
requirements, future prospects, limitations imposed by credit agreements or
senior securities and any other factors deemed relevant by HBOA's Board of
Directors. The declaration and payment of cash dividends, if at all, by HBOA
will be at the discretion of the Board of Directors.

 INVESTMENT RISKS

         No representation can be made regarding the future operations or
profitability or the amount of any future revenues, income or loss of HBOA. The
success of HBOA will be subject to many factors beyond the control of HBOA, such
as general economic conditions, competition, and general conditions in the home
based business market. Prospective investors should be aware that they could
lose their entire investment in HBOA. Even if HBOA is successful in its
operations, there can be no assurance that investors will receive any cash
dividend or derive a profit or benefit from their investment. .

                                       19
<PAGE>

ABSENCE OF PUBLIC MARKET; RESTRICTIONS ON TRANSFERABILITY

         Our shares presently trade on the OTC Bulletin Board. Securities
trading on the OTC Bulletin Board generally attract a smaller number of market
makers and a less active public market and may be subject to significant
volatility. Factors such as our ability to (i) generate revenues from our
existing contracts and locate new customers, (ii) to raise additional capital
and(iii) other risk factors listed in this Annual Report on Form 10-KSB could
have a material effect on the price of our common stock.

ITEM 7.  FINANCIAL STATEMENTS

TABLE OF CONTENTS                                                      F-1
INDEPENDENT AUDITORS' REPORTS                                          F-2
BALANCE SHEETS                                                         F-4
STATEMENTS OF OPERATIONS                                               F-5
STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY                F-6
STATEMENTS OF CASH FLOWS                                               F-7
NOTES TO FINANCIAL STATEMENTS                                        F8 - 19

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

         We did not have any changes in and disagreements with our accountants
during the fiscal year ended December 31, 2002. However, on March 4, 2003,
Sewell and Company, P.A. (the "Former Accountant"), resigned as independent
certified public accountant and independent auditor for HBOA Holdings, Inc. (the
"Company") effective as of March 4, 2003. On March 4, 2003, the Company engaged
Berkovits, Lago & Company, LLP (the "New Accountant"), as its independent
auditor and independent certified public accountant. The Company's decision to
change accountants was approved by its Board of Directors and Audit Committee.

                                       20
<PAGE>

         The report of the Former Accountant on the financial statements of the
Company for the two most recent fiscal years and all subsequent interim periods,
did not contain an adverse opinion or disclaimer of opinion and was not
qualified as to uncertainty, audit scope or accounting principles, with the
exception of a "going concern" qualification for the two most recent fiscal
years and all subsequent interim periods. Furthermore, the Former Accountant has
not advised the Company that:

         1)       internal controls necessary to develop reliable financial
                  statements do not exist, or

         2)       information has come to the attention of the Former Accountant
                  which made in unwilling to rely upon management's
                  representations or made it unwilling to be associated with the
                  financial statement prepared by management, or

         3)       the scope of the audit should be expanded significantly, or
                  information has come to the attention of the Former Accountant
                  that they have concluded will, or if further investigated
                  might, materially impact the fairness or reliability of a
                  previously issued audit report or the underlying financial
                  statements, or the financial statements issued or to be issued
                  covering the fiscal periods subsequent to December 31, 2001
                  (including information that may prevent it from rendering an
                  unqualified audit report on those financial statements) or
                  made in unwilling to rely on management's representations or
                  to be associated with the financial statements prepared by
                  management or,

         4)       information has come to the attention of the Former Accountant
                  that they have concluded will, or if further investigated
                  might, materially impact the fairness or reliability of a
                  previously issued audit report or the underlying financial
                  statements or the financial statements issued or to be issued
                  covering the fiscal periods subsequent to December 31, 2001
                  through the date of the Form 8-K filed on that has not been
                  resolved to the Former Accountant's satisfaction or which
                  would have prevented the Former Accountant from rendering an
                  unqualified audit report on such financial statements.

         During the Company's two most recent fiscal years and all subsequent
interim periods, there were no disagreements with the Former Accountant on any
matters of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the satisfaction of the
Former Accountant would have caused it to make reference to the subject matter
of the disagreements in connection with its reports on these financial
statements for those periods.

         During the Company's two most recent fiscal years and all subsequent
interim periods, there were no disagreements with the Former Accountant on any
matters of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the satisfaction of the
Former Accountant would have caused it to make reference to the subject matter
of the disagreements in connection with its reports on these financial
statements for those periods.

         The Company did not consult with the New Accountant regarding the
application of accounting principles to a specific transaction or the type of
audit opinion that might be rendered on the Company's financial statements, and
no written or oral advice was provided by the New Accountant that was a factor
considered by the Company in reaching a decision as to the accounting, auditing
or financial reporting issues.

                                       21
<PAGE>

                                    PART III

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

OFFICERS, DIRECTORS AND SIGNIFICANT EMPLOYEES

         HBOA's directors, executive officers and significant employees together
with their ages and a brief description of their backgrounds, are as follows:

Name                       Age      Position
----                       ---      --------

Gary Verdier               58       Chairman of the Board, President,
                                    Vice President, Secretary and Treasurer
Harvey Judkowitz           58       Director
George Williams            61       Director
William Shope              55       Vice President of Operations
Bonnie Novella             36       Managing Director of Sales
Martin Torsey              49       Chief Technology Officer

         Gary Verdier has served as our President, Vice President, Secretary,
Treasurer and Director from February 2001 through the present date and from
December 28, 1999 through August 2000. During the period between August 2000 and
February 2001, Mr. Verdier served as the Chairman of our Board of Directors. For
the past eight years, Mr. Verdier has been the President of Dundas Systems,
Inc., a $10 million a year business opportunity company with a strong and
consistent record of profitability. Mr. Verdier has conducted thousands of
seminars to home based business owners -throughout the United States.

         Harvey Judkowitz has served as a Director from August 2000 through the
present date. He also served as our Chief Financial Officer from August 2000
through June 15, 2002. Mr. Judkowitz has over 25 years of experience in
accounting and executive management and has served as CEO and CFO with several
publicly traded companies. He was CEO of Designers International Corp. from 1982
to 1985; CEO of Utilicore Corporation, a public company, from 1998 through June
1999, and President of NetWebOnLine.Com, Inc. from 1998 to 2001.

         George Williams has served on our board of directors since January
2002. Dr. Williams has been in the private practice of dentistry for the past
thirty years. He received a Doctor of Dental Surgery Degree in 1965 from the
Medical College of Virginia.

                                       22
<PAGE>

         William Shope has served as our Vice President of Operations from
August 2000 through the present date and as our Chief Financial Officer from
June 15, 2002 through the present date. He has over 25 years of broad management
experience in operations, sales and marketing. Mr. Shope came from American
Cyber Systems, a developer and re-seller of Internet kiosks where he served as
President and CEO from 1997 to 2000. Prior to that, he was vice president and
general manager of a national business opportunity company from 1993 to 1997and
was instrumental in the start-up and expansion of that company to one of the
largest distributors in the U.S. He holds a B.S. degree in psychology and
mathematics from Tulane University.

         Bonnie Novella has served as the Managing Director of Sales since
October 2000. Ms. Novella comes to HBOA with over 14 years experience in
software sales, implementation, training and database development. Before
joining our company, Bonnie served as the Regional Sales Manager for Yardi
Systems, Inc. from 1998 to 2000, specializing in a client-server enterprise
software sales for real estate management. Bonnie previously held a similar
position with the Florida dealer for Timberline Software Corporation from
1995-1998, managed her own consulting and database design practice, and before
that worked directly for real estate management firms in the Boston area
focusing primarily on product implementation and user training.

         Martin Torsey became our Chief Technology Officer in August 2000. Mr.
Torsey has over 23 years of experience in software development and customer
support. He was most recently with Executive Data Systems, Inc. from 1994 to
2000 and previously with Barrister Information Systems, Inc. from 1977-1997 Mr.
Torsey has served as technical director and national support manager providing
financial and case management solutions for the legal community. He has
developed networking software and Internet search engines. Mr. Torsey studied
electrical engineering at the State University of New York at Buffalo.

DIRECTOR COMPENSATION

         Directors serve until the next annual meeting of shareholders or until
their successors are elected and qualified. Officers serve at the discretion of
the Board of Directors. Directors receive no additional compensation for
services rendered as members of the Company's Board of Directors.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities and Exchange Act of 1934 requires
executive officers, directors and persons who own more than ten percent of a
registered class of a company's equity securities to file initial reports of
beneficial ownership and to report changes in ownership of those securities with
the Securities and Exchange Commission and the National Association of
Securities Dealers. There are also required to furnish the Company with copies
of all Section 16(a) forms they file. To the Company's knowledge, based solely
on a review of the copies of Forms 3,4 and 5 furnished to the Company or written
representations that no other transactions were required, the Company has
determined that the pertinent officers, directors and principal shareholders,
except for George Williams, have complied with all applicable Section 16(a)
requirements during fiscal 2002. Dr. Williams inadvertently failed to file two
Form 4's, which reported his acquisition of 20,000 shares of the Company's
common stock in October 2002 and 5,000 shares in December 2002 and he made an
error in his initial Form 3 filing reporting his beneficial ownership of the
Company's common stock.


                                       23
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The Summary Compensation Table sets forth compensation paid by the
Company to Gary Verdier, its Chief Executive Officer for its three fiscal years
ended December 31, 2002, 2001 and, 2000. No other principal executive officer
received a total annual salary and bonus from the Company which exceeded
$100,000.

                           FISCAL                                      OTHER
NAME AND POSITION          YEAR*      SALARY            BONUS       COMPENSATION
-----------------          ------     ------------------------------------------
Gary Verdier               2002        $  0               0              0
President and              2001        $  0               0              0
Director                   2000        $  0               0              0

Mr. Verdier served as our President and Chairman from December 28 1999 through
August 2000 and from February 2001 through the present date.

OPTION GRANTS

         The Company did not grant any options to any employees during fiscal
2002.

FISCAL YEAR END OPTION VALUES

         During fiscal 2002, our Named Executive Officer did not exercise any
outstanding options. The following table sets forth information as to the fiscal
year end value of unexercised options and warrants.

<TABLE>
<CAPTION>
                                    NUMBER OF SECURITIES UNDERLYING             VALUE OF UNEXERCISED IN-THE-MONEY
                  SHARES            UNEXERCISED OPTIONS AT FISCAL YEAR END      AT FISCAL YEAR END
                  ACQUIRED
NAME              UPON EXERCISE         EXERCISABLE/UNEXERCISABLE                 EXERCISABLE/UNEXERCISABLE
----              -------------         -------------------------                 -------------------------
<S>                     <C>                       <C>                                         <C>
Gary Verdier            0                         0                                           0
</TABLE>


EQUITY COMPENSATION PLANS

         The Company has two stock options plans: the Year 2001 Equity
Compensation Plan and the Non-Qualified Stock Option Plan. As of December 31,
2002, we had 940,000 options issued and outstanding under our Year 2001 Equity
Compensation Plan and 400,000 options issued and outstanding under our
Non-Qualified Stock Option Plan. The options granted under our Non-Qualified
Stock Option Plan expired on February 15, 2003.

                                       24
<PAGE>

         The following tables gives information about equity awards as of
December 31, 2002 under our Year 2001 Equity Compensation Plan, our Non
Qualified Stock Option Plan and certain warrants granted to current and former
directors of our company.

<TABLE>
<CAPTION>
                  Number of securities to be         Weighted-average           Number of securities remaining
                  Issued upon exercise               exercise price of          available for future issuance under
                  Or outstanding options,            outstanding options,       equity compensation plans
Plan Category     warrants and rights                warrants and rights        (excluding securities in column(a))
-------------     -------------------                -------------------        -----------------------------------
<S>                           <C>                    <C>                        <C>
Equity Compensation
Plans approved by
Security holders              540,000                     $ .75                     4,860,000

Equity Compensation        1,587,452*                     $ .87                     1,600,000
Plans not approved by
Security holders
</TABLE>

*Includes 400,000 options which were granted under our Non-Qualified Stock
Option Plan and expired on February 15, 2003.

YEAR 2001 STOCK OPTION PLAN

         Our Year 2001 Equity Compensation Plan was adopted by our Board of
Directors on October 10, 2000 and approved by our shareholders on November 10,
2000. The Year 2001 Plan reserves for issuance up to 5.4 million shares of our
common stock pursuant to the exercise of options granted under the Plan and
stock awarded under the Year 2001 Plan. As of December 31, 2002, we had granted
540,000 options under the Year 2001 Plan.

NON-QUALIFIED STOCK OPTION PLAN

         Our Non-Qualified Stock Option Plan was adopted by our Board of
Directors on December 21, 2000. Our Non-Qualified Stock Option Plan provides for
the granting of up to 2,000,000 non-qualified options to officers, directors,
employees and consultants. As of December 31, 2002, we had granted 400,000
options under the Non-Qualified Stock Option Plan. These options expired on
February 15, 2003.

WARRANTS ISSUED TO DIRECTORS

         In fiscal 2000 and 2001, we issued an aggregate of 1,187,452 warrants
to persons who served on our Board of Directors and their nominees. The former
directors who received warrants and the number of warrants are as follows: Carl
Wolf - 600,000 warrants, James Lugar and his wife, Shirley Lugar - 30,000
warrants, Robert Fivian - 100,000 warrants, David Sullivan 12,500 warrants and
432,452 warrants to Dundas Systems, Inc., a nominee of Gary Verdier. The
exercise price of these warrants varies from $.75 to $1.25 per share and all the
warrants expire on May 31, 2005.

                                       25
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth information with respect to the number
of shares of common stock beneficially owned by (I) each director of the
Company, (ii) each executive officer of the Company, (iii) all directors and
officers of the Company as a group and (iv) each shareholder known by HBOA to be
a beneficial owner of more than 5% of any class of HBOA's voting securities as
of March 31, 2003. Except as indicated below, the address for each beneficial
owner is c/o HBOA, 5200 NW 33rd Avenue, Ft. Lauderdale, FL 33308. As of March
31, 2003, HBOA had 21,725,000 shares of its common stock issued and outstanding.
An asterisk indicates ownership of less than one percent of the Company's common
stock.

Name of Individuals or Number       Amount and Nature of
of Persons in Group                 Beneficial Ownership     Percentage of Class
--------------------------------------------------------------------------------
Gary Verdier                           12,664,052(1)               57.15
Harvey Judkowitz                           75,556(2)                   *
William Shope                             355,000(3)                1.62
George Williams                           260,464(4)                1.20
All Executive Officers and             13,355,072(5)               59.53
Directors as a Group ( 4 persons)

(1) Includes 432,452 shares of the Company's common stock. and warrants to
purchase 432,452 shares of HBOA's common stock held by Dundas Systems, Inc., a
corporation controlled by Mr. Verdier.
(2) Represents options to purchase 75,556 shares of the Company's common stock
at an exercise price of $0.75 per share, which are currently exercisable within
60 days of August 15, 2003.
(3) Represents options to purchase 200,000 shares of the Company's common stock
at an exercise price of $0.75 per share.
(4) Includes 151,664 shares held by Mr. Williams in an IRA account.
(5) Includes options to purchase 275,556 shares of the Company's common stock
and warrants to purchase 432,452 shares of the Company's common stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We own a 20.68% ownership interest in the PARIS partnership as of March
31, 2003. We previously owned a 25% ownership interest in PARIS, LLC, but in
February 2002 our equity investment was restructured and reduced to 17.99% when
a private trust made a $900,000 investment in the PARIS project. As part of this
restructuring, our investment in a limited liability company was changed into an
investment in a partnership and Gary Verdier became a principal shareholder,
officer and director of the general partner of PARIS Ltd. In February 2003, as a
result of a settlement agreement, our ownership interest in PARIS was increased
to 20.68%. At the present time, Mr. Verdier is one of two directors and
shareholders of the general partner of PARIS Ltd. Under the partnership
agreement, the general partner is entitled to receive 10% of the gross revenues
received by PARIS Ltd. during the preceding month. However, if PARIS Ltd. is not
profitable during a fiscal year, the compensation payable to the general partner
can not exceed $150,000. During fiscal 2002, PARIS Ltd. did not make any
distributions to any of its partners and the general partner did not receive any
compensation.

         During 2002, we had accounts receivable of $4,513 and recognized
revenues of $35,375 in connection with services performed in the ordinary course
of business for PARIS Ltd. During 2002, we entered into an agreement with Dundas
Systems, Inc. to subcontract certain employees for $5,000 per week. As a result,
we recognized $150,000 of other income during 2002 in connection with this
agreement.

                                       26
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

A.       EXHIBITS

2.1      Acquisition Agreement between the Company and HBOA.Com, Inc., dated
         November 17, 1999 (filed as an Exhibit to the Company's Report on Form
         8-K dated December 28, 1999 and incorporated herein by this reference).
2.2      Amendment to the Acquisition Agreement between the Company and
         HBOA.Com, Inc. Dated December 28, 1999 (filed as an Exhibit to the
         Company's Report on Form 8-K dated December 28, 1999 and incorporated
         herein by this reference).
3.1      Articles of Incorporation (filed as an Exhibit to the Company's
         Definitive Proxy Statement filed with the SEC on October 24, 2000 and
         incorporated herein by this reference).
3.2      Bylaws (filed as an Exhibit to the Company's Definitive Proxy Statement
         filed with the SEC on October 24, 2000 and incorporated herein by this
         reference).
10.1     HBOA Holdings, Inc. - Year 2000 Equity Compensation Plan (filed as
         Exhibit 10. 1 to the Company's Post Effective Amendment No. 1 to its
         Registration Statement on Form S-8 filed with the SEC on December 21,
         2000 and incorporated herein by this reference).
10.2     HBOA Holdings, Inc. - Non Qualified Stock Option Plan (filed as Exhibit
         10.1 to the Company's Registration Statement on Form S-8 filed with the
         SEC on December 14, 2000 and incorporated herein by this reference).
10.3     Consulting Agreement dated June 5, 2002 between the Company and Dundas
         Systems, Inc. (filed as Exhibit 10.1 to the Company's Quarterly Report
         on Form 10-QSB filed with the SEC on and incorporated herein by this
         reference.)
10.4     Operating Agreement dated February 4, 2002 for PARIS Health Services,
         LLC. (filed as Exhbit 10.1 to the Company's Quarterly Report on Form
         10-QSB filed with the SEC on November 14, 2002 and incorporated herein
         by this reference).
10.5     Shareholder Agreement of E-Z Auth. Management Co. (filed as Exhibit
         10.2 to the Company's Quarterly Report on Form 10-QSB filed with the
         SEC on November 14, 2002 and incorporated herein by this reference).
10.6     Rapid Integration Parsing Protocol Engine (RIPPE) Corporation Software
         Licensing Agreement and Limited Warranty (filed as Exhibit 10.3 to the
         Company's Quarterly Report on Form 10-QSB filed with the SEC on
         November 14, 2002 and incorporated herein by this reference).
21.1     List of Subsidiaries (filed as Exhibit 21.1 to the Company's Annual
         Report on Form 10-KSB filed with the SEC on March 31, 2003 and
         incorporated herein by this reference).
23.1     Consent of Berkowits, Lago & Company, LLP*
23.2     Consent of Sewell & Company, P.A.*
99.1     Certifying Statement of the Chief Executive Officer pursuant to U.S.C.
         ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
         of 2002.*
99.2     Certifying Statement of the Chief Financial Officer pursuant to U.S.C.
         ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
         of 2002.*
---------------
*Filed herewith

B.       Reports on Form 8-K

         Not Applicable.


                                       27
<PAGE>

ITEM 14.  CONTROLS AND PROCEDURES

         As required by SEC rules, the Company's management (including the Chief
Executive Officer and the Chief Financial Officer) conducted an evaluation of
the Company's disclosure controls and procedures (as such term is defined in
Rule 13a-14(c) under the Exchange Act) within 90 days prior to the filing date
of this annual report as described in the Certifications in this report. Based
on such evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded as of the date of such evaluation that the Company's
disclosure controls and procedures were effective in alerting them on a timely
basis to material information required to be included in the Company's reports
filed or submitted under the Exchange Act, particularly during the period in
which this annual report was being prepared. There were no significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of such evaluation.

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities and Exchange Act of 1934, the Company has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on this
29th day of April, 2003.

                                        HBOA HOLDINGS, INC.

                                        /s/ Gary Verdier
                                            ------------
                                            Gary Verdier

                                        Chairman and Chief Executive Officer

         In accordance with the Exchange Act, this Report on Form 10-KSB/A has
been signed by the following persons on behalf of the Company in the capacities
and on the dates indicated.

Signature                      Title                                Date
---------                      -----                                ----
/s/ Gary Verdier       Chairman and Chief Executive Officer    April 29, 2003

/s/ William Shope      Chief Financial Officer and
                       Vice President of Operations            April 29, 2003

/s/ Harvey Judkowitz   Director                                April 29, 2003

/s/ George Williams    Director                                April 29, 2003


                                       28
<PAGE>


                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


                                                                                       PAGE

<S>                                                                                     <C>
Independent Auditors' Reports                                                           F-2

Independent Auditors' Reports                                                           F-3

Financial Statements:

    Consolidated Balance Sheets                                                         F-4

    Consolidated Statements of Operations                                               F-5

    Consolidated Statements of Changes in Stockholders' (Deficit) Equity                F-6

    Consolidated Statements of Cash Flows                                               F-7

Notes to Consolidated Financial Statements                                           F-8 - F-19

</TABLE>


                                      F-1
<PAGE>




                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders of
HBOA Holdings, Inc. and Subsidiaries

We have audited the consolidated balance sheet of HBOA Holdings, Inc. and
Subsidiaries (the "Company") as of December 31, 2002, and the related
consolidated statements of operations, changes in stockholders' (deficit) equity
and cash flows for the year 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 audit. The consolidated
financial statements of HBOA Holdings, Inc. and Subsidiaries for the year ended
December 31, 2001 were audited by other auditors whose report thereon, dated
February 15, 2002 expressed a qualified opinion with respect to a going concern
uncertainty.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free 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, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of HBOA
Holdings, Inc. and Subsidiaries as of December 31, 2002 and the consolidated
results of its operations and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements the Company's dependence on outside financing, lack of existing
commitments from lenders to provide necessary financing, lack of sufficient
working capital, and recurring losses from operations raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.



/s/ Berkovits, Lago & Company, LLP

March 18, 2003
Plantation, Florida



                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
HBOA Holdings, Inc. and Subsidiaries
Fort Lauderdale, Florida

We have audited the accompanying consolidated balance sheets of HBOA Holdings,
Inc. and Subsidiaries (a development stage company) (the "Company") as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the years then
ended and for the period from July 7, 1998 (inception) through December 31,
2001. 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 of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of HBOA
Holdings, Inc. and Subsidiaries (a development stage company) as of December 31,
2001 and 2000, and the consolidated results of its operations, and its cash
flows for the years then ended and for the period from July 7, 1998 (inception)
to December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 14 to the
consolidated financial statements, the Company has no established source of
revenue, recurring losses from operations, cash used in operations and
accumulated deficit. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is also
described in Note 14. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ SEWELL AND COMPANY, PA
Hollywood, Florida


February 15, 2002



                                       F-3
<PAGE>

                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>

                                                                  2002            2001
                                                              -----------    -----------
                                     Assets

Current assets:
<S>                                                           <C>            <C>
  Cash                                                        $    19,079    $     5,046
  Accounts receivable- related party                                4,513             --
  Prepaid expenses                                                  3,854         12,435
                                                              -----------    -----------

       Total current assets                                        27,446         17,481
                                                              -----------    -----------

Property and Equipment, net                                        43,741         57,711
                                                              -----------    -----------

Other assets:
  Intangible assets, net                                           48,096        113,897
  Deposits                                                          7,980          7,980
  Investment in limited partnership- related party                202,085        243,290
  Due from related party                                            6,923          6,923
                                                              -----------    -----------

       Total other assets                                         265,084        372,090
                                                              -----------    -----------

       Total assets                                           $   336,271    $   447,282
                                                              ===========    ===========

                 Liabilities and Stockholders' (Deficit) Equity

Current liabilities:
  Accounts payable                                            $    38,713    $    18,846
  Accrued expenses                                                 39,439         16,926
  Deferred income                                                  30,654          4,950
  Notes payable-related party                                     490,000        272,000
                                                              -----------    -----------

       Total current liabilities                                  598,806        312,722

Stockholders' (deficit) equity:
  Preferred stock, no par value, 10,000,000
   shares authorized; no shares issued and outstanding
  Common stock, $0.0005 par value, 25,000,000
   shares authorized; 21,725,000 shares issued,
   21,675,000 shares outstanding                                   10,862         10,862
  Additional paid in capital                                    4,272,515      4,265,897
  Accumulated deficit                                          (4,533,412)    (4,129,699)
                                                              -----------    -----------
                                                                 (250,035)       147,060

  Less: Treasury stock, 50,000 shares at cost                     (12,500)       (12,500)
                                                              -----------    -----------

                                                                 (262,535)       134,560
                                                              -----------    -----------

       Total liabilities and stockholders' (deficit) equity   $   336,271    $   447,282
                                                              ===========    ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements




                                      F-4
<PAGE>

                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                Years ended December 31,
                                                  2002          2001
                                              -----------    -----------

Revenue
<S>                                           <C>            <C>
  Sales, net of returns                       $    36,064    $     2,223
  Sales- related party                             35,375             --
                                              -----------    -----------
       Total revenues                              71,439          2,223

Expenses
  Salaries                                        250,536         86,097
  Consulting                                        9,989        685,214
  Professional fees                                67,693         82,209
  Insurance                                        41,352         39,414
  Marketing and advertising                        36,042          9,542
  Rent                                              6,618         68,756
  Other general and administrative expenses        73,086         90,998
  Depreciation and amortization                    79,771         79,098
                                              -----------    -----------
      Total expenses                              565,087      1,141,328
                                              -----------    -----------

Loss from operations                             (493,648)    (1,139,105)
                                              -----------    -----------

Other income (expense)
  Equity in losses of investee                    (41,205)            --
  Interest expense                                (21,835)        (6,730)
  Interest income                                      --          1,573
  Other income- related party                     150,000             --
  Other income                                      2,975             --
                                              -----------    -----------
    Total other income (expense)                   89,935         (5,157)
                                              -----------    -----------

Comprehensive net loss                        $  (403,713)   $(1,144,262)
                                              ===========    ===========

Loss per share
  Basic and diluted                           $     (0.02)   $     (0.05)
                                              ===========    ===========

</TABLE>

  The accompanying notes are an integral part of these financial statements




                                      F-5
<PAGE>

                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>

                                                                                               Additional
                                                       Common Stock                              Paid in            Accumulated
                                                          Shares                Amount           Capital              Deficit
                                                    --------------------------------------------------------------------------------


<S>                                                         <C>                 <C>             <C>                  <C>
Balance January 1, 2001                                     21,625,000          $ 10,812        $ 3,566,043          $ (2,985,437)

Additional capital paid in from shareholders                        --                --              3,360                    --

Compensation for consulting services in
exchange of stock options and warrants                              --                --            400,740                    --

Compensation for consulting services in
exchange common stock                                          100,000                50             28,050                    --

Compensation for consulting services in
exchange of warrants                                                --                --            262,189                    --

Additional paid in capital contributed as rent                      --                --              5,515                    --

Net loss                                                            --                --                 --            (1,144,262)
                                                    --------------------------------------------------------------------------------

Balance December 31, 2001                                   21,725,000            10,862          4,265,897            (4,129,699)

Additional paid in capital contributed as rent                      --                --              6,618                    --

Net loss                                                            --                --                 --              (403,713)
                                                    --------------------------------------------------------------------------------

Balance December 31, 2002                                   21,725,000          $ 10,862        $ 4,272,515          $ (4,533,412)
                                                    ================================================================================

[restubbed table]

<CAPTION>


                                                       Treasury Stock
                                                           Shares            Amount             TOTAL
                                                    ------------------------------------------------------


<S>                                                          <C>             <C>                <C>
Balance January 1, 2001                                      (50,000)        $ (12,500)         $ 578,918

Additional capital paid in from shareholders                      --                --              3,360

Compensation for consulting services in
exchange of stock options and warrants                            --                --            400,740

Compensation for consulting services in
exchange common stock                                             --                --             28,100

Compensation for consulting services in
exchange of warrants                                              --                --            262,189

Additional paid in capital contributed as rent                    --                --              5,515

Net loss                                                          --                --          (1,144,262)
                                                    ------------------------------------------------------

Balance December 31, 2001                                    (50,000)          (12,500)           134,560

Additional paid in capital contributed as rent                    --                --              6,618

Net loss                                                          --                --            (403,713)
                                                    ------------------------------------------------------

Balance December 31, 2002                                    (50,000)        $ (12,500)        $  (262,535)
                                                    ======================================================

</TABLE>

  The accompanying notes are an integral part of these financial statements




                                      F-6
<PAGE>

           HBOA HOLDINGS, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                             Years Ended December 31,
                                                               2002           2001
                                                           -----------    -----------

Cash flows from operating activities:
<S>                                                        <C>            <C>
  Net Loss                                                 $  (403,713)   $(1,144,262)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization                                   79,771         79,098
Capital contributed as rent                                      6,618          5,515
Compensation in exchange for stock, options, warrants               --        691,029
Equity in losses of investee                                    41,205             --
(Increase) decrease in accounts receivable                      (4,513)           440
Decrease in other receivables                                       --         33,750
Decrease in prepaid expenses                                     8,581         28,470
Increase (decrease) in accounts payable                         19,867        (15,107)
Increase (decrease) in accrued expenses                         22,513        (19,913)
Increase in deferred income                                     25,704          4,950
                                                           -----------    -----------

Net cash used in operating activities                         (203,967)      (336,030)
                                                           -----------    -----------

Cash flow from investing activities:
  Cash payments for the purchase of investments                     --       (243,290)
  Cash payments for the purchase of  intangible property            --        (24,000)
  Cash payments for the purchase of property                        --           (355)
                                                           -----------    -----------

Net cash used in investing activities                               --       (267,645)
                                                           -----------    -----------

Cash flow from financing activities:
Proceeds from additional paid in capital                            --          3,360
Proceeds from notes payable-related party                      218,000        272,000
                                                           -----------    -----------

Net cash provided by financing activities                      218,000        275,360
                                                           -----------    -----------

Net increase (decrease) in cash                                 14,033       (328,315)

Cash, beginning of the period                                    5,046        333,361
                                                           -----------    -----------

Cash, end of the period                                    $    19,079    $     5,046
                                                           ===========    ===========


Supplemental disclosures of cash flow information:

  Cash paid during the period for:
    Interest                                               $     1,193    $     1,428
                                                           ===========    ===========
</TABLE>

  The accompanying notes are an integral part of these financial statements




                                      F-7
<PAGE>




                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Description
--------------------

HBOA Holdings, Inc. (the Company), formerly known as Mizar Energy Company, was
incorporated in the state of Colorado on December 11, 1996. On May 31, 2000, the
Company acquired 100% of HBOA.Com, Inc. The Company is focusing on development
of a premier Internet portal through which home based business owners, as well
as commercial private label businesses, obtain the products, services, and
information necessary to start, expand and profitably run their businesses. On
December 28, 2000, the Company formed a new subsidiary, Aerisys, Inc., a Florida
Corporation, to handle all commercial private business.

The Company was considered to be in the development stage through December 31,
2001. The year ended December 31, 2002 is the first year during which it is
considered an operating company.

Principles of Consolidation
---------------------------

The consolidated financial statements of the Company include those accounts of
HBOA Holdings, Inc., and its wholly owned subsidiaries, HBOA.Com, Inc. and
Aerisys, Inc. All significant intercompany transactions and balances have been
eliminated in the consolidation.

Use of Estimates
----------------

The preparation of consolidated 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 consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

Reclassification
----------------

Certain reclassifications were made to the 2001 financial statements in order
for the presentation to conform to the 2002 financial statement presentation.

Revenue Recognition
-------------------

Revenues of HBOA.Com, Inc. are recognized at the time the services are rendered
to customers. Services are rendered when the Company's representatives receive
the customers' requests and complete the customers' orders. Revenues of Aerisys,
Inc. are recognized on a straight-line basis over the period that the services
are provided.



                                      F-8
<PAGE>


                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED


Income Taxes
------------

The Company follows Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes." Under the asset and liability method of SFAS 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under SFAS 109, the effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

Property and Equipment
----------------------

Property and equipment are stated at cost. Depreciation of depreciable assets is
computed using the straight-line method of depreciation over the estimated
useful lives of the assets. The estimated useful life is 5-7 years.

Investments
-----------

The Company accounts for investments in non-marketable equity interests,
including interests in limited partnerships, in accordance with Accounting
Principles Board Opinion No. 18 (APB 18) The Equity Method of Accounting for
Investments in Common Stock and related interpretations. Under APB 18,
investments in corporate joint ventures and other common stock of more than 20%
are generally accounted for using the equity method. Investments in partnerships
and unincorporated joint ventures are generally accounted for using the equity
method even if the investment is less than 20%.

Under the cost method, investments are recorded and reported at original cost
until they are partially or entirely disposed of or the original cost value has
been impaired. Under the equity method, the investment is recorded at original
cost and periodically increased (decreased) by the investor's proportionate
share of earnings (losses) of the investee and decreased by all dividends
received from the investor by the investee.



                                      F-9
<PAGE>

                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED


Software Development Costs
--------------------------

In accordance with EITF Issue No. 00-2, the Company accounts for its Internet
website design in accordance with Statement of Position No. 98-1 Accounting for
the Cost of Computer Software Developed or Obtained for Internet Use. (SOP
98-1).

SOP 98-1 requires the expensing of all costs of both the preliminary project
stage, and the training and application maintenance stage, and the
capitalization of all internal or external direct costs incurred during the
application development stage.

Intangible Assets
-----------------

Intangible assets are comprised of trademarks and internet web site costs.
Amortization is determined utilizing the straight-line method based generally on
the estimated useful lives of the intangibles as follows:

         Trademarks         15 years
         Internet Website    3 years

Long Lived Assets
-----------------

The Company continually evaluates the carrying value of property and equipment,
goodwill and other intangible assets to determine whether there are any
impairment losses. If indicators of impairment are present in intangible assets
used in operations, and future cash flows are not expected to be sufficient to
recover the assets' carrying amount, an impairment loss would be charged to
expense in the period identified.

Advertising Costs
-----------------

Advertising and marketing costs are expensed as incurred. During the years ended
December 31, 2002 and 2001, advertising cost expenses totaled $36,042 and
$9,542, respectively.


                                      F-10
<PAGE>


                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED


Stock Options
-------------

The Company records compensation expense for all stock-based compensation plans
using the intrinsic value method prescribed by Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25"). Under
APB No. 25, if the exercise price of the Company's employee stock options equals
or exceeds the estimated fair value of the underlying stock on the date of
grant, no compensation expense is generally recognized.

Financial Accounting Standards Board Statement No. 123, Accounting for
Stock-Based Compensation ("Statement No. 123") encourages companies to recognize
expense for stock-based awards based on their estimated value on the date of
grant. Statement No. 123 requires the disclosure of pro forma net income or loss
in the notes to the financial statements if the fair value method is not
elected. The Company accounts for its stock-based compensation using the
intrinsic value method, and has determined that the use of the fair value method
to record compensation expense would have no effect on the reported net loss in
2001.

Fair Value of Financial Instruments
------------------------------------

The Company considers the carrying value of its financial assets and
liabilities, consisting primarily of cash, accounts receivable, accounts
payable, accrued expenses and notes payable to approximate the fair value of the
respective assets and liabilities at December 31, 2002 and 2001.

Accounting Pronouncements
-------------------------

In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
143, "Accounting for Asset Retirement Obligations." SFAS No. 143 addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. This statement is effective for financial statements issued for fiscal
years beginning after June 15, 2002. The Company will be required to implement
SFAS No. 143 on January 1, 2003. The Company does not believe that adoption of
this standard will have a material impact on its results of operations or
financial position.


                                      F-11
<PAGE>


                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Accounting Pronouncements - continued
-------------------------------------

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements Nos.
4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections."
Among other things, SFAS No. 145 rescinds both SFAS No. 4, "Reporting Gains and
Losses from Extinguishment of Debt," and the amendment to SFAS No. 4, SFAS No.
64, "Extinguishment of Debt Made to Satisfy Co Sinking Fund Requirements."
Through this rescission, SFAS No. 145 eliminates the requirement that gains and
losses from the extinguishment of debt be aggregated and, if material,
classified as an extraordinary item, net of the related income tax effect.
Generally, SFAS No. 145 is effective for transactions occurring after May 15,
2002. The Company does not believe that the adoption of this standard will have
a material effect on its results of operations or financial position.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs of Exit or
Disposal Activities." SFAS No. 146 nullifies EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146
requires that an exit or disposal activity related cost be recognized when the
liability is incurred instead of when an entity commits to an exit plan. The
provisions of SFAS No. 146 are effective for financial transactions initiated
after December 31, 2002. The Company does not believe that the adoption of this
standard will have a material effect on its results of operations or financial
position.

Basic Loss per Share
--------------------

Basic loss per share for each year is computed by dividing loss for the year by
the weighted average number of common shares outstanding during the year.
Diluted loss per share include the effects of common stock equivalents to the
extent they are dilutive.

Basic weighted average number of shares outstanding is as follows:

                                                 2002                  2001
         Basic weighted average number
         of shares outstanding                 21,725,000           21,725,000

In connection with the stock option and warrants, no common stock equivalents at
December 31, 2002 or 2001 were used, since the effect was anti-dilutive to
compute dilutive earnings per share.


                                      F-12
<PAGE>


                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



NOTE 2- GOING CONCERN UNCERTAINTY

The accompanying financial statements have been presented in accordance with
generally accepted accounting principles, which assumes the continuity of the
Company as a going concern. However, during the years ending December 31, 2002
and 2001, the Company experienced, and continues to experience, certain going
concern and liquidity problems. The Company has incurred net losses of $403,713
and $1,144,262 for the years ended December 31, 2002 and 2001, respectively.
These conditions raise substantial doubt to the ability of the Company to
continue as a going concern.

Management's plans with regard to these matters include raising working capital
to assure the Company's viability through private equity offerings, debt
financing, or through the acquisition of new business or private ventures. The
eventual outcome of the success of management's plans cannot be ascertained with
any degree of certainty. The accompanying financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

NOTE 3- PROPERTY AND EQUIPMENT

Property and equipment consists of the following:
                                             2002        2001
                                           --------    --------

         Furniture and fixtures            $ 40,431    $ 40,431
         Computer equipment & software       40,970      40,970
                                           --------    --------
                                             81,401      81,401
         Less:  accumulated depreciation    (37,660)    (23,690)
                                           --------    --------

                                           $ 43,741    $ 57,711
                                           ========    ========

Depreciation expense for the years ended December 31, 2002 and 2001 was $ 13,970
and $13,964, respectively.

                                      F-13
<PAGE>

                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001




NOTE 4- INTANGIBLE ASSETS

Intangible assets are summarized by major classification as follows:

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

         Trademarks                        $   7,273    $   7,273
         Web design                          195,947      195,947
                                           ---------    ---------

                                             203,220      203,220
         Less:  accumulated depreciation    (155,124)     (89,323)
                                           ---------    ---------

                                           $  48,096    $ 113,897
                                           =========    =========

Amortization expense for the years ended December 31, 2002 and 2001 totaled $
65,801 and $65,134, respectively.

NOTE 5- INVESTMENT IN LIMITED PARTNERSHIP - RELATED PARTY

During 2001, the Company invested in an affiliated limited partnership, which
developed, owns, and operates a computer system designed to facilitate the
notifications and authorizations process between hospitals and insurers. The
Company has a 17.92% interest in the partnership, acquired during 2001 when the
Company provided services to the related party in exchange for the interest.
Accordingly, the Company recorded the cost of the services provided, totaling
$243,290 as of December 31, 2001. In addition, the principal shareholder, an
officer and director of the Company, owns a 33-1/3 % interest in the general
partner in the partnership.

NOTE 6- NOTES PAYABLE-RELATED PARTY

Notes payable consist of twenty-three notes payable, all to a related party and
with no specified rate of interest and due on demand.

                                      F-14
<PAGE>


                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 7- STOCKHOLDERS' EQUITY

Preferred Stock
---------------

Authorized 10,000,000 shares of preferred stock, no par value per share. No
preferred shares were issued as of December 31, 2002 and 2001.

Common Stock
------------

On February 25, 2001, the Company authorized a stock split 2:1 effective
February 15, 2001.

On April 12, 2001, the Company issued 100,000 shares of common stock in exchange
for consulting services rendered. The value of $0.281 per share was the market
price on the date of the grant. Accordingly, consultant expenses of $28,100 were
charged to operations.

As of December 31, 2002, 2,097,452 shares of common stock have been reserved for
the exercise of options and warrants.

NOTE 8- INCOME TAXES

The Company has no current or deferred income tax due to its operating losses.
The Company has a federal net operating loss carryforward at December 31, 2002
and 2001 of $4,670,611 and $4,266,899, respectively, and also has a capital loss
carryforward at December 31, 2002 and 2001 of $202,457 each year, subject to
annual limitations prescribed by the Internal Revenue Code, that are available
to offset future taxable income through 2022. A valuation allowance has been
recorded to offset the net deferred taxes due to uncertainty of the Company's
ability to generate future taxable income.

Deferred taxes consist of the following:
                                                       2002           2001
                                                   -----------    -----------

         Deferred tax assets:

               Net operating loss carry forwards   $ 1,540,000    $ 1,400,000

               Less valuation allowance             (1,540,000)    (1,400,000)
                                                   -----------    -----------

               Net deferred tax assets             $        --    $        --
                                                   ===========    ===========

                                      F-15
<PAGE>

                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



NOTE 8- INCOME TAXES - CONTINUED

The Company's tax expense (benefit) differs from the "expected" tax expense for
the period ended December 31, (computed by applying the Federal Corporate tax
rate of 34% to loss before taxes), as follows:
                                                   2002         2001
                                                ---------    ---------
         Statutory rate applied to loss
            before income taxes                 $(121,000)   $(340,000)
         State income taxes, net of
               federal income tax effect          (19,000)     (45,000)
            Changes in valuation allowance of
              deferred tax asset                  140,000      385,000
                                                ---------    ---------

                                                $      --    $      --
                                                =========    =========

NOTE 9- RELATED PARTY TRANSACTIONS

During 2002, the Company entered into an agreement with a company owned by the
principle shareholder to subcontract certain of its employees for $5,000 per
week. This revenue approximated $150,000 during 2002 and is included in other
income (expense).

During 2002, the Company performed services in the ordinary course of business
for a company in which it has an ownership interest. The Company had accounts
receivable of $4,513 and recognized $35,375 during 2002 in connection with these
services.

During the year 2001, and after expiration of its lease for office space, the
Company was provided with office space on a rent-free basis from a related
party. The Company recorded the value of the rent of $6,618 and $5,515 as a
capital contribution for the years ended December 31, 2002 and 2001,
respectively.

NOTE 10- STOCK OPTIONS AND COMPENSATION PLAN

Stock Compensation Plan

On October 10, 2000, HBOA Holdings, Inc. adopted the "Year 2000 Equity
Compensation Plan." The Company registered the plan on November 16, 2000. The
Company's stock compensation plan provides that officers, directors, employees
and consultants may be granted shares of common stock. Under the plan, the
options granted are qualified stock options, and the total common stock that may
be granted is 5.4 million shares after the stock split. Under the plan, no
shares were granted for the years ended December 31, 2002 and 2001.


                                      F-16
<PAGE>


                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



NOTE 10- STOCK OPTIONS AND COMPENSATION PLAN - CONTINUED

In accordance with SFAS 123, for options issued to employees, the Company has
elected to account for these stock options under APB No. 25 and related
interpretations in accounting for its plan. Accordingly, no compensation costs
have been recognized for options issued under the plan as of December 31, 2002
and 2001 as no options were granted during these years.

Stock Options

On December 18, 2000, HBOA Holdings, Inc adopted the "Non-qualified Stock Option
Plan". This plan provides that key advisors who perform services for the Company
or its subsidiaries and non-employee members of the board of directors of the
Company may be granted non-qualified stock options. Under the Non-qualified
Stock Option Plan, the total number of shares of common stock that may be
granted is 2,000,000 shares. No options were granted under the plan during 2002
and 2001. For stock options issued to non-employees, the Company complies with
regulations in accordance with SFAS No. 123. No options were exercised during
2002 or 2001.

Changes during the year are presented as follows:
                                                                Weighted
                                                                Average
         Stock Options                Number of Options      Exercise Price
--------------------------------------------------------------------------------

         Balance - January 1, 2002         940,000             $   0.80
         Granted                                --                 0.00
         Exercise                               --                 0.00
         Forfeited                              --                 0.00
         Expired                                --                 0.00
                                           -------             --------
             Balance - December 31, 2002   940,000                 0.80
                                           =======             ========

The following table summarizes information about stock options outstanding at
<TABLE>
<CAPTION>
December 31, 2002:
                            OPTIONS OUTSTANDING                          OPTIONS EXERCISABLE
                   -----------------------------------------     -----------------------------------------
                                 Weighted        Weighted                                      Weighted
Range of        Number            Average        Average                  Number                Average
Exercise      Outstanding       Remaining        Exercise             Exercisable at            Exercise
  Price        at 12/31/02   Contracted Life      Price                   12/31/02               Price
----------    --------------------------------------------------------------------------------------------

<S> <C>           <C>                <C>          <C>                     <C>                  <C>
    0.75          540,000            8            $ 0.75                  258,882              $  0.75
..75 - 1.00        400,000            1              0.88                  400,000                 0.88
</TABLE>


                                      F-17
<PAGE>


                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 11- WARRANTS

On April 1, 2000, the Company granted warrants to purchase 600,000 shares of
common stock for consulting services rendered during the year 2000, at an
average exercise price of $1.00 per share with an expiration date of May 31,
2005. During January 2001, the Company granted warrants to purchase 557,452
shares of common stock for consulting services rendered during the year 2001, at
an average exercise price of $0.89 per share. No warrants were exercised at
December 31, 2002 or 2001.

For financial statement disclosure purposes and for purposes of valuing
warrants, the Company accounts for warrants under SFAS No. 123. Accordingly,
$262,189 was charged to operations in 2001. The fair market value for these
warrants was established at the date of grant using the Black-Scholes option
pricing model with the following assumptions:

                                                              2001
              Expected dividend yield                          0%
              Risk free interest rate                       5.15%
              Expected time of exercise                   4 years
              Expected volatility                              0%


Changes during the year are presented as follows:
<TABLE>
<CAPTION>

                                                                        Weighted
                                                            Common      Average
                                      Number of Warrants    Stock    Exercise Price
------------------------------------------------------------------------------------

<S>                                        <C>            <C>            <C>
         Balance at January 1, 2002        1,157,452      1,157,452      $ .89
         Granted                                  --             --         --
         Exercised                                --             --         --
         Forfeited                                --             --         --
                                           ---------      ---------      -----

         Balance at December 31, 2002      1,157,452      1,157,452      $0.89
                                           =========      =========      =====
</TABLE>


The following table summarizes information about warrants outstanding at
December 31, 2002:
<TABLE>
<CAPTION>

                            WARRANTS OUTSTANDING                       WARRANTS EXERCISABLE
                   -----------------------------------------     -----------------------------------------
                                Weighted         Weighted                                      Weighted
Range of         Number          Average          Average                 Number                Average
Exercise       Outstanding     Remaining         Exercise             Exercisable at           Exercise
  Price        at 12/31/02   Contracted Life      Price                   12/31/02               Price
----------    ----------------------------------------------     -----------------------------------------

<S>              <C>                 <C>            <C>                  <C>                      <C>
0.75 - 1.25      1,157,452           2              0.89                 1,157,452                0.89
</TABLE>


                                      F-18
<PAGE>

                      HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001





NOTE 12  SUBSEQUENT EVENTS

During 2003, the Company received $40,000 and issued notes payable to a related
party for that amount which are due on demand and have no specified interest
rate.




                                      F-19


<PAGE>

                                 CERTIFICATIONS

I, Gary Verdier, certify that:


         1. I have reviewed this Annual Report on Form 10-KSB of HBOA Holdings,
Inc.;

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

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

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: 1.

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

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

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

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

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

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

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

  Date: April 29, 2003                    /S/ GARY VERDIER
                                          ----------------
                                          Gary Verdier
                                          Chairman and Chief Executive Officer
                                          (Principal Executive Officer)


<PAGE>


                                 CERTIFICATIONS

I, William Shope, certify that:

         1. I have reviewed this Annual Report on Form 10-KSB of HBOA Holdings,
Inc.;

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

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

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

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

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

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

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

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

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

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

  Date: April 29, 2003             /S/ WILLIAM SHOPE
                                   -----------------
                                   William Shope
                                   Chief Financial Officer and Vice President
                                   of Operations
                                   (Principal Financial Officer)