SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549

                                   FORM 10-KSB

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

     For  the  fiscal  year  ended  December  31,  2002

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

     For  the  transition  period  from  __________  to  _______________

                          Commission File No. 000-49820

                                  I SITES INC.
                                  ------------
                 (Name of Small Business Issuer in its Charter)

                           Florida                     65-0929565
            -------------------------------         -----------------
            (State or Other Jurisdiction of          (I.R.S. Employer
             Incorporation or Organization)          Identification No.)

             1021 Ives Dairy Rd., Bldg. 3, Suite 117, Miami, Florida
             -------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (888) 598-8677
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                          Common stock, $.001 par value

Check  whether  the  issuer:  (1)  has filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been  subject  to  such  filing requirements for past 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 no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  the definitive proxy or information
statement  incorporated  by  reference  in  Part  III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.

State  issuer's  revenues  for  its  most  recent  fiscal  year:  None.

As  of March 31, 2003, the registrant had 1,963,283 outstanding shares of common
stock,  $.001  par  value.



<PAGE>
                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS

     We  effected a one for two reverse stock split on February 10, 2003. Unless
otherwise noted, all share amounts in this report, have been restated to reflect
this  stock  split.

Introduction
------------

     The  name  of  our company is I-Sites, Inc.  We were incorporated under the
laws  of  the  State  of  Florida  in  April  1999.  We  are  in  the process of
establishing an internet-based retail business which is designed to offer a wide
variety  of  products  to  the  general  public  at  attractive  prices.

Background
----------

     We  have  not  yet  commenced  operations.  To  date,  our  only  material
activities  have  been to develop the software for our business and to establish
relationships  with  potential  suppliers to our business.  We are a development
stage  entity  and our ability to commence operations is subject to uncertainty.
The  discussion of our business in this Form 10-KSB is based on the products and
services  that  we  intend to provide.  If and when we commence business, we may
offer  products  and  services  which are different from those described in this
Form  10-KSB.

     We  were  originally  organized under the name Rocky's Restaurant Corp.  On
September  21,  2000, we changed our name to Interactive Entertainment Concepts,
Inc.  On  September  5,  2001,  we  changed  our  name  to  I-Sites,  Inc.

Our  Proposed  Business
-----------------------

     Our  plan  is  to offer a wide variety of products to the general public at
attractive  prices  through an easy to use website.  The website address for our
new  business  will  be "www.buybrations.com."  We plan to offer products in the
following  major  categories:

-     Apparel
-     Art/Art  Supplies
-     Automotive  Products
-     Baby  Products
-     Books/Publications
-     Cameras/Photography  Supplies
-     Candles/Incense  &  Potpourri
-     Collectibles
-     Computer  Products
-     Electronics
-     Fashion  Accessories
-     Garden  &  Lawn
-     Gifts  &  Souvenirs
-     Handbags/Luggage
-     Hardware
-     Health  &  Beauty
-     Holiday/Seasonal
-     Housewares/Home
-     Jewelry
-     Knives
-     Leather
-     Music
-     Novelties
-     Perfume/Fragrances
-     Pet  Supplies
-     Shoes/Footwear
-     Sporting  Goods
-     Toys/Games  &  Hobbies
-     Videos  &  DVD's
-     Watches

     We  will  obtain  products from vendors who have agreed to sell them to us.
These  vendors  principally  consist of manufacturers and distributors.  We will
mark-up  the  price  of  these  products and offer them to consumers through our
website.  We  will  arrange  for  all  products  to be shipped directly from the
vendors  to  consumers.  As  a  result,  we  will  not  hold  any  inventory.

     When a consumer places an order for a product, we will require the consumer
to pay us by credit card for our selling price of the product. At the same time,
our  website  will electronically place an order with the appropriate vendor for
the  product.  At  that  point,  we  will  be required to pay the vendor for the
product,  unless  the  vendor  has  agreed to extend us credit. We will generate
revenues  from  the  mark-up on the products sold through our website. We expect
that  these  mark-ups  will  range  from  10% to 200%. In most cases, we plan to
establish the mark-up for a product based on the difference between the price we
pay  the  vendor  for the product and the manufacturer's suggested retail price,
with the goal of pricing the product slightly below the manufacturer's suggested
retail  price. We may increase the mark-up if we believe that the product is not
readily  available from other sources, or if the demand for the product is high.


The  I-Sites  Solution
----------------------

     We believe that the features of our proposed online retail business will be
attractive  to  both  vendors  and  consumers.

     Features  Attractive  to  Vendors.  We believe that buybrations.com will be
     ---------------------------------
attractive  to  vendors  for  the  following  reasons:

     -     Relatively  simple  to  implement.  We have designed our software and
           ---------------------------------
website  to  make  it relatively simple for vendors to participate in our retail
business.  Once  a vendor has agreed to supply us with products, the vendor will
need  to  provide  us  with  either  online access to the vendor's own inventory
database,  or a diskette listing the products which the vendor has for sale.  In
each case, we can then add the vendor's products to our database without further
input  from  the  vendor.

     -     Low  cost  of  participation.  We will not charge vendors any fees to
           ----------------------------
participate  in  our  website.  Additionally,  we  believe that vendors will not
incur  any  significant  expenses  in  providing  us  with  updated  information
concerning  their  products  which  we  will  offer  through  our  website.

     -     Additional  distribution  channel.  Our  website will provide vendors
           ---------------------------------
with  an  additional  distribution channel.  For vendors which are not currently
marketing  their  products  through  the  internet,  our  website  will  offer a
relatively  simple  and  inexpensive  means  of  offering  products online.  For
vendors  who  are already marketing through the internet, our website will offer
an  additional  method  of  reaching  potential  customers.

     Features  Attractive to Consumers.  We believe that buybrations.com will be
     ---------------------------------
attractive  to  consumers  for  the  following  reasons:

     -     Variety  of  products.  We plan to offer a relatively large number of
           ---------------------
products  on  our website, which will make it easier for consumers to locate and
purchase  desired  products.

     -     Attractive  prices.  We  will seek to set the prices for our products
           ------------------
below  manufacturer's  suggested  retail  prices for these products.  We believe
that  we  will  be  able  to  offer  consumers  attractive  prices  because  our
distribution  model  does  not  require  us to hold any inventory or operate any
physical  facilities  for  the  display  and  distribution  of  products.

     -     Ease  of  use.  Our website is designed to allow consumers to quickly
           -------------
locate and purchase their desired products.  The site is designed so that within
seconds of entering a product description or name in a search field, the website
will  list  items  matching  or nearly matching the requested product. Consumers
will  then  have  the option of continuing to shop for other items or completing
their  buying  transaction  quickly  and  easily.

Business  Strategy
------------------

     Our business objective is to establish a successful online retail business.
The  key  elements  of  our  strategy  are  described  below:

Obtain  a  sufficient  number  of  vendors  and products to commence operations.
-------------------------------------------------------------------------------

     We  believe that our ability to attract and retain customers will depend in
large part on the number and variety of products which are available through our
website.  We  believe  that we are currently in a position to offer a wide range
of  products  in  all  of  our  major  product  categories.

     As  of  March  31,  2003, we had established non-binding relationships with
approximately  129  vendors.  These  vendors  have  agreed  to make more than 10
million  products  available  to  us.  At the present time, we have incorporated
approximately  5  million of these products onto our website, and we plan to add
at  least  another 1.5 million of these products to our website before we launch
our website to the general public. We also intend to continue to add products to
our  website  after  we  launch our website. We do not know how many products we
will  ultimately  have on our website. This number will depend on our ability to
incorporate the products onto the database for our website, our ability to enter
into  relationships with additional vendors and the response of customers to the
products  which  are  available.


     In  each  relationship,  the vendors have agreed to sell us products at the
vendor's  wholesale  prices.  Approximately  35%  of  the vendors have agreed to
extend  us credit of up to 30 days to pay the vendors. Each of the other vendors
will require us to pay them before they will ship the products to our customers.
Each  of the relationships may be terminated at any time by either the vendor or
us.


Add  products  to  our  database  and  complete initial development of software.
-------------------------------------------------------------------------------

     In August 2002, we installed the software for our online retail business on
the  server  provided by our website hosting company.  At that time, we believed
that  this  software  was  substantially  complete  and that we would be able to
launch our online retail business during October 2002.  Since that time, we have
delayed  the  launch  in  order  to  address  the  following  issues:

-     We have been required to devote significant time and effort to the process
of  adding  products  to  our  website.  This  process  has taken more time than
originally  expected because the information provided by many of our vendors was
not in a format which could be easily added to our database.  In those cases, we
have  been  required  to  reformat  this  data.  At  the  present  time, we have
incorporated approximately five million products to our database and are testing
our  database  software  to  confirm  that  it  performs  in accordance with our
expectations.  Once  this  testing  is  completed,  we intend to continue adding
products.  We  currently plan to have at least 6.5 million products available on
our  website  at  the  time  we  launch  our  website  to  the  general  public.

-     In October 2002, we elected to modify our software to expand the number of
product  sub-categories  within  our  website.  We decide to do this in order to
make  the  website  easier  for  consumers  to use.  This process required us to
modify  the  software and the way in which we entered product data received from
vendors.

-     In  November 2002, we decided to modify our software so that each customer
order  would automatically generate shipping instructions to a national shipping
service.  This  feature  is  designed  to simplify the shipment of products from
vendors to consumers because our system will notify the shipper by email to pick
up  the  product  from the vendor at the time the customer places an order.  The
integration  of  this software to our system was completed during February 2003.

-     Since  the fall of 2002, we have been testing our software to confirm that
it  works  in  accordance  with  our expectations.  During this process, we have
uncovered  several  minor  problems  with  the  manner  in  which  the  software
functions,  such  as  the  ability  of a user to move between product categories
without  returning  to  our  home  page.  We  have  been  required to modify our
software  to  address these problems.  We are continuing to test our software so
that  it  will  function  in  the  manner  we  planned.

     We  currently  have  the  ability  to  process  customer orders through our
website.  However,  not  all  of  the  five million products in our database are
viewable  through  our website.  Accordingly, we believe that we will not launch
the  website  for  general  public  use until May 2003.  Furthermore, the actual
launch  could be further delayed if we encounter unexpected problems with any of
the  issues  described  above  or  with  the  completion  of  our  software.

     Market  the  buybrations.com  tradename.
     ---------------------------------------

     We  plan  to create and build our consumer base and our tradename through a
national  marketing  campaign.  If  we  obtain the necessary funding, we plan to
place  advertising  in both traditional and online media to attract consumers to
our  website.  The  campaign would include strategic advertising on high-traffic
websites,  advertising  in  targeted  publications  and  television advertising.

     Promote  "e-store"  distribution  channel.
     -----------------------------------------

     Once  our  retail  business  is launched, we will seek to increase sales of
products  through  our "e-store" concept by marketing to existing businesses and
individuals interested in starting internet retail businesses, as well as to the
many  non-profit  groups.  The  e-store  concept is designed to be an additional
distribution  channel  for  the products available through buybrations.com.  The
e-store concept will allow business owners, individuals and non-profit groups to
establish  an  online  store  through  our e-store website.  A potential e-store
owner  will  contact  us regarding the establishment of an e-store. If approved,
the  owner  will  be  allowed  to  design  the web page for the owner's e-store,
utilizing  the  software on our e-store website.  The owner will select the name
of  the store and its design from templates available on our website.  The owner
will  also  select the products which will be made available through his e-store
from  the  products  available  through  buybrations.com.  The purchase price of
these  products  will  be  the same prices which are charged by buybrations.com.

     Once  the  owner  designs  his  e-store, he will need to link it to his own
website. If he does not have a website, we will arrange to establish one for the
owner  through  a  web  hosting  company.

     The  e-store  will appear to be an independent retail outlet to prospective
customers.  When  a  customer  searches for products, the consumer will search a
database  of  products  which  have  been  selected  by  the e-store owner. This
database  will  not have any references to buybrations.com and will appear to be
specifically created for the e-store owner. When a customer elects to purchase a
product,  the  buybrations.com  system  will  handle  the  fulfillment  of  the
customer's  order,  including the collection of the purchase price, the shipping
of  the  product  and  the  payment  to  the  supplier.

     We  will  not  charge  the e-store owner for establishing and operating his
e-store.  However,  the owner may be required to pay a web-hosing company if the
owner  does  not  otherwise  have  a  website.

     We will collect the revenues for all products sold through each e-store. We
will  utilize  these  revenues  to pay the vendors for their products and to pay
monthly  commissions  to  the  e-store  owners. We currently expect each e-store
owner  will  receive  between  40%  and  50%  of our markup on each product sold
through  his  e-store.



     Foster  community  affinity.
     ---------------------------

     We  believe  that  we  can  develop a large and loyal community of users by
offering  a  wide  variety  of  products at attractive prices in a user-friendly
environment.  We  intend  to  enhance  the  community  experience by introducing
category-specific  bulletin boards and chat rooms.  We will also seek to enhance
the  buying  experience  on our website by adding new products based on feedback
from  our  customers.

     Enhance  features  and  functionality.
     -------------------------------------

     We  intend  to  update  and  enhance  the  features  and  functionality  of
buybrations.com  in  order  to  improve  the  buying  experience  through
buybrations.com.  We  plan  to  introduce  personalization  features  such  as
"mybuybrations.com,"  a  customizable user interface that tracks a user's recent
buying  activity  and  highlights  a  list  of  items  of known interest to that
consumer. We intend to introduce other features, such as category-specific sites
with  content  and  other  features  designed  to  enhance  the  buybrations.com
experience.

     Add  value-added  services.
     --------------------------

     We  plan  to  offer  additional  buying  services  to  enhance  the  buying
experience.  We  are  studying  a  plan  to  introduce  a  fee  based  service,
tentatively  called  "I  Can  Find It," in which the buybrations.com staff would
attempt to find requested products for a customer who cannot find the product on
our  website.  Our  staff  would  search  the  internet and call distributors to
locate  the  requested  product  for  the  customer.  We  may also offer product
warranty  insurance  to  extend  the  manufacturer's  original  warranty.

Technology
----------

     The  software  for  buybrations.com  and  our  related e-store distribution
channel  has  been  developed  by  Pyxis  Technology  Solutions Ltd.  Pyxis is a
well-established  software  developer  based  in  India.  It has received an ISO
9001-2000  certification  for  its  software  development  services.

     Our  software  has  been  designed to operate an online retail business and
related  e-store distribution channel. It is capable of maintaining data records
for  hundreds of thousands of registered users and millions of products. It will
handle  all  aspects  of  the sales process, including forwarding the customer's
order to the appropriate vendor, confirming the order to the customer via e-mail
and  confirming that the product has been shipped. The system will maintain user
registration  and historical information. All data will be regularly archived to
a  data  warehouse.  The  system  will  update  every time a new product becomes
available from a vendor or a product is removed by a vendor. The system has been
designed  around  industry  standard  architectures.

     We  have  encountered  unexpected problems in completing the development of
our  software  and incorporating products onto our database. See "Risk Factors -
We  are  uncertain  that  our  software  will  function  properly."

     As  of December 31, 2002, we had expended approximately $181,000 during the
preceding  two  years  on  website development and related software research and
development  activities.  This  amount  included  $117,000  we paid to Pyxis and
Diversified Business Services for the development and enhancements of our online
retail  and  e-store  software.

     Our  application  software and website are hosted on a dedicated web-server
by  a  third  party  internet  service  provider  for  a  monthly  fee  of $845.

     In September 2002, we entered into a one-year agreement with Pyxis pursuant
to  which  they  agreed to provide us with software maintenance for our software
and  additional  software development assistance. Additionally, Pyxis has agreed
to  assist  us  in adding vendor products to our database. We have agreed to pay
Pyxis  a minimum of $6,000 a month for its services under this agreement. We may
obtain  additional  services  from  Pyxis  upon  request.

     We  anticipate that we will need to devote significant resources to product
development  in  the  future  to  add  new  features  and  functionality  to our
buybrations.com  service.

Products  Available  on  buybrations.com.
----------------------------------------

     We initially plan to offer products in thirty major product categories.  We
also  plan  to  increase  the number of products based on consumer demand.  Each
category  will  have  numerous  subcategories.  As the buybrations.com community
grows  and  additional  items  are  listed, we expect to re-organize items under
additional  categories to respond to the needs of the buybrations.com community.

Supply  of  Products  from  Vendors.
-----------------------------------

     We  are  currently in the process of contracting with vendors to supply the
products  which  will  be  available  through  our  website.

     As  of  March  31,  2003,  we  had  entered  into  non-binding contracts or
commitments with approximately 129 vendors. These vendors have made more than 10
million  products  available  to  us.  At the present time, we have incorporated
approximately  5  million of these products onto our website, and we plan to add
at  least  another 1.5 million of these products to our website before we launch
our website to the general public. We also intend to continue to add products to
our  website  after  we  launch our website. We do not know how many products we
will  ultimately  have on our website. This number will depend on our ability to
incorporate the products onto the database for our website, our ability to enter
into  relationships with additional vendors and the response of customers to the
products  which  are  available.

     During  the  last  six  months,  we  have  canceled a substantial number of
relationships  with  vendors  who  were  not  able  to  provide  us with product
information  which  was in a form that we could utilize efficiently, or who were
not able to offer us sufficiently attractive prices.  Nevertheless, we presently
believe  that  we  have  contracted  with enough vendors to operate our business
successfully.

     Once  a  vendor  agrees to participate in buybrations.com, we need to add a
listing  of  the  vendor's products to our website.  To do this, the vendor must
provide  us  with  a  list  of  all available products, which we will add to our
database.  Alternatively,  the  vendor  can  install an electronic communication
program  on  its  existing inventory system.  The program is a non-invasive data
compiling  application  which retrieves and transmits vendor product information
to  the  buybrations.com  database.  Some  of  the necessary product information
includes  product  name,  description, suggested selling price, weight, physical
dimensions,  image  and  shipping  availability.  Each  vendor  will  be able to
highlight  items  it  wishes  to  promote  by  using  a  special "marker" in its
database.  For  a  higher  level  of  visibility,  vendors  will  also  have the
opportunity  to  promote  products  through  rotation  banner  ads  on  the
buybrations.com  home  page,  or  specific  category  pages  for a separate fee.

We  have encountered delays in adding vendor products to our website.  See "Risk
Factors  -  We  are  uncertain  our  software  will  function  properly."

Marketing
---------

     We  plan to create and build our consumer base and our brand name through a
national  marketing  campaign.  If  we  obtain the necessary funding, we plan to
place  advertising  in both traditional and online media to attract consumers to
our  website.  The  campaign would include strategic advertising on high-traffic
websites,  advertising  in  targeted  publications  and  television advertising.

     Our  ability  to  implement  our  marketing  plan depends on our ability to
obtain  funding  for  our  business.

Sale  of  Products  to  Consumers
---------------------------------

     We  expect  that  buyers  will enter buybrations.com through its home page,
which  will  contain  a  listing  of  product  categories  that  allows for easy
exploration  of  available products.  Buyers will be able to search for specific
items  by  browsing through a list of items within a category or subcategory and
then  "click  through"  to a detailed description for a particular item.  Buyers
will  also  be  able  to  search  specific  categories or the entire database of
listings  using  keywords  to  describe  the types of products in which they are
interested.  Our  search  feature will generate a list of relevant products with
detailed descriptions and may include product images.  Once a selection is made,
it will be automatically added to the buyers "shopping cart."  After a buyer has
completed  his  shopping,  the  buyer  will  "check out" by entering appropriate
personal  and  credit  card  information.  Our  system will automatically send a
confirmation  to the buyer and seller via email.  Buyers will not be charged any
separate  fees  by  buybrations.com  for  making  purchases through our website.

     Once  a  buyer has finished "checking-out," the buybrations.com system will
process  the  order  payment  through  its  gateway.  Payment  approval  and
verification  will  trigger  an  electronic order being sent to the vendor.  The
vendor  will  be  required to acknowledge receipt and acceptance of the order as
well  as expected shipping date.  The buybrations.com system will then e-mail an
order  confirmation  to  the  buyer  which will note the expected shipping date.

E-Store  Distribution  Channel
------------------------------

     We  plan  to  offer  existing  businesses  and  other persons interested in
starting  businesses  the  opportunity to open "e-stores" utilizing our existing
database  of  products.  The  purpose  of  our  e-store  concept is to create an
additional  distribution channel for products available through buybrations.com.

     The "e-store" distribution channel will allow the e-store owner the ability
to  create  an  on-line retail establishment for no cost, other than the cost of
web  hosting.

     A  prospective  e-store  owner will contact us through our e-store website.
The  software  on  our e-store website will allow the new owner to customize his
e-store  by  selecting  the  name  of  the  store  and its design from templates
available  through  our  website. These templates will allow the owner to select
the  look, color scheme and fonts to be used in its virtual store so that it can
blend  with  the owner's existing website. Next, the owner will have the ability
to  add its own logo and slogan to the "e-store." The new owner will also select
the  products  which  will  be  offered  through  his  e-store from the products
available  through  buybrations.com.  The  software for our e-store concept will
create  a separate database of products for the e-store from the buybrations.com
database.  Accordingly,  e-store  customers  will not know that the products are
part  of  buybrations.com.  The e-store owner will not be able to offer products
unless  they  are  available  through  buybrations.com.

     The  prices  of  products  available  through each e-store will be the same
prices  as  those  available  through  buybrations.com. All purchases through an
e-store will be handled in the same manner as the sales through buybrations.com.
We will collect the purchase price of all products from consumers at the time of
their orders and will pay the vendors for the products. Within 15 days after end
of  each  month, we will pay each e-store owner a percentage of the sales prices
for the products sold through his e-store during such month. We currently expect
that  these  percentages  will  range  from  40%  to  50% of our mark-ups on the
products  sold  through  the  e-store.

     We  believe  that the e-store concept will assist us by increasing the sale
of  products  through  buybrations.com.

     We believe that many existing businesses will be interested in establishing
e-stores in order to enhance the products and services which they offer to their
customers.  For  example,  an  adventure  travel  company might be interested in
establishing  an  e-store  which  offers  outdoor  clothing and accessories. The
e-store  would  allow the company to establish an online retail outlet for these
products  without  the  need  to purchase software, establish relationships with
vendors,  or  establish systems for collecting payments and delivering products.
The  company  could  easily link its e-store web page to its existing website in
order  to  promote  the  e-store  to  its  customers.

     We  believe  that  many  individuals  will  be  interested  in establishing
e-stores  as  a way of starting a new business and generating additional income.
The  e-store  will  provide  them  with  any easy and inexpensive way to open an
online  business.

     We  believe  many  non-profit  groups  will  be  interested in establishing
e-stores  as a way of generating revenue for their organisation. We believe that
the  non-profit groups will be able to induce their members to purchase products
through  their group's e-store due to the financial benefits that will innure to
the  group.

     We will market the e-store concept to prospective e-store owners separately
from buybrations.com, utilizing either our I-Sites corporate name or a new name.
Each  "e-store"  owner  will  be  responsible  for  his  own  marketing efforts.

Sources  of  Revenue
--------------------

     We  expect  that  our  principal  source of revenue will be the mark-ups on
products which we sell through buybrations.com.  We expect to receive additional
revenues from vendors for featuring their products on our website and for banner
advertising on our website.  We may also receive fees from consumers for special
services,  such  as  locating  products  which are not available on our website.

Funding
-------

     During  the first six months of 2002, our expenses were primarily funded by
capital  contributions  from  our  principal  shareholder.  During June 2002, we
commenced  an  offering  of our common stock in a private placement transaction.
We  received $1,280,600 from this offering which was completed in November 2002.
We  are  also  planning  an  additional  offering  in  2003.

Industry  Background
--------------------

Growth  of  the  Internet  and  Online  Commerce
------------------------------------------------

     The  internet  has  emerged  as a global medium enabling millions of people
worldwide to share information, communicate and conduct business electronically.
We  believe  that  internet use will grow rapidly in the future due to the large
and  growing  number of computers installed in homes and offices, the decreasing
cost  of  computers,  faster and cheaper access to the internet, improvements in
network  infrastructure,  the  expansion  of internet content and the increasing
acceptance  of  the  internet  by  businesses  and  consumers.

     We  believe  that  the anticipated growth of the internet provides start-up
companies  like  us  with  the  opportunity  to  establish  new  online  retail
businesses.  In  particular,  we  believe  that  the  rapid growth of electronic
commerce  means  that  many  potential consumers have not yet established strong
preferences  for particular internet-based retailers. As a result, new retailers
may  be  able  to  succeed  if  they  are  able to provide products, pricing and
innovative  features that are attractive to consumers. It is our goal to develop
a  business  which  draws  consumers  through  a  combination  of  wide  product
selection,  attractive  prices  and  reliable  service.

The  Business-to-Consumer  Market  Opportunity
----------------------------------------------

     The  exchange  of  goods between parties--business-to-consumer trading--has
traditionally  been conducted through physical retail properties using marketing
methods  such  as  television,  radio,  print media advertisements, collectibles
shows,  garage sales and flea markets or through intermediaries, such as auction
houses  and  local  dealer  shops.  These  markets are often inefficient, making
business-to-consumer  trading  more  difficult  and  expensive  for  buyers  and
sellers.  Their  fragmented,  geographically  tied nature makes it difficult and
expensive  for  buyers  and  sellers  to meet, exchange information and complete
transactions.  The  localized  nature of these markets also results in a limited
variety  and breadth of goods available in any one location.  Buyers are limited
to  searching  through  local  advertisements  or  to  traveling  to  numerous
geographically-dispersed  stores,  flea  markets, trade shows or dealer shops in
order  to  find  items  of  interest.  These markets often have high transaction
costs  because  intermediaries  either  mark  up  goods  for  resale or charge a
commission.  Because  these  markets  are  information  inefficient,  buyers and
sellers  lack  a  reliable  and  convenient  means  of  communicating.

     The  internet  offers  the  opportunity to create a global marketplace that
overcomes  the  inefficiencies  associated with traditional business-to-consumer
trading  while  offering  the  benefits  of  internet-based  commerce  to  the
business-to-consumer  trading  market.

     We  believe  there  are significant market opportunities for internet-based
retailers  like  us  that seek to apply the unique attributes of the internet to
facilitate  business-to-consumer  transactions.

Community  Services
-------------------

     We  intend  to  offer  a  variety  of  community  support features that are
designed  to  promote  the  growth of the buybrations.com community and to build
buybrations.com  user  affinity  and  loyalty.  We  intend  to  facilitate
communications  between  buyers  by  offering  category-specific chat rooms, the
buybrations.com  cafe  (a  chat  room for the entire buybrations.com community),
question  and  answer sections, a bulletin board devoted to user feedback on new
features,  an  announcements section that covers new features on buybrations.com
or  other  buybrations.com  news,  customer  support  boards  and "items wanted"
listings  where  users  can  post  notices seeking specific items.  We intend to
offer  "my  buybrations.com,"  which  will  permit  users  to  create a personal
interest  profile which will automatically email them when new items of interest
are added to the site as well as alert them to special offers through both email
and  upon  each  revisit  to  the  website.

Customer  Support
-----------------

     We  plan  to provide personalized, timely customer service and support.  We
expect  our  customer  support personnel will be available Monday through Friday
from  9  a.m.  to 5 p.m., eastern standard time.  Customers will be able to make
customer support submissions 24 hour a day, seven day a week.  We plan to handle
most  customer  support  inquiries  via  e-mail,  with customer e-mail inquiries
typically  being answered within 24 hours after submission.  We plan to offer an
online  tutorial  for  new  users and to maintain a "frequently asked questions"
page  where  user  questions and customer support answers will be available in a
searchable  format.

Intellectual  Property
----------------------

     We  believe  the  protection of our proprietary software is critical to our
future  success.  We  plan  to  rely  on  a combination of copyright, trademark,
service mark and trade secret laws and contractual restrictions to establish and
protect  our  proprietary rights in our products and services.  We plan to enter
into  confidentiality  agreements  with  our  employees  and  contractors,  and
nondisclosure  agreements with our suppliers and strategic partners, in order to
limit  access  to and disclosure of our proprietary information. There can be no
assurance  that  these  contractual arrangements or the other steps which we may
take  to  protect  our  intellectual  property  will prove sufficient to prevent
misappropriation  of  our  technology or to deter independent third parties from
developing  similar  technologies.

     We  intend  to  register  our  trademarks and service marks in the U.S. and
internationally.  Effective  trademark, service mark, copyright and trade secret
protection  may  not  be available in every country in which our services may be
available  online.  At  the present time, we have filed applications to register
the  names  "buybrations" and "buybrations.com" with the U.S. Patent & Trademark
Office. There can be no assurance that the U.S. Patent and Trademark Office will
approve  the  registration  of  these  trademarks.

     We  expect  that  we  may  license certain of our proprietary rights in the
future,  such  as  future  trademarks or copyrighted material, to third parties.
While we will attempt to ensure that the quality of the buybrations.com brand is
maintained by such licensees, there can be no assurance that such licensees will
not  take  actions  that  might materially and adversely affect the value of our
proprietary  rights or reputation, which could have a material adverse effect on
our  business,  results  of  operations  and  financial  condition.

     We  will  rely  on technologies that we license from third parties, such as
Oracle,  Microsoft  and  Sun,  the suppliers of key database technology, for the
operating  system  and  specific  hardware  components  for  the buybrations.com
service.  There  can  be no assurance that these third-party technology licenses
will  be  available  to  us  on  commercially reasonable terms. The loss of such
technology  could require us to obtain substitute technology of lower quality or
performance  standards  or at greater cost, which could materially and adversely
affect  our  business,  results  of  operations  and  financial  condition.

     To  date,  we  have not received any notices that our technologies infringe
the proprietary rights of third parties, However, there can be no assurance that
third  parties  will  not  claim  infringement  with respect to past, current or
future  technologies.  Any  such  claim,  whether  meritorious  or not, could be
time-consuming,  result  in  costly  litigation, cause service upgrade delays or
require  us  to  enter  into  royalty  or  licensing agreements. Such royalty or
licensing agreements might not be available on terms acceptable to us or at all.
As  a  result,  any  such  claim  could  have a material adverse effect upon our
business,  results  of  operations  and  financial  condition.

Privacy  Policy
---------------

     We  believe that issues relating to privacy and use of personal information
relating  to  Internet users are becoming increasingly important as the internet
and  its  commercial  use  grow.  We  are currently preparing a detailed privacy
policy  that  outlines  how  buybrations.com will use information concerning our
users.  We do not intend to sell or rent any personally identifiable information
about  our  users  to  third  parties.  However, we will disclose information to
vendors  that  contains  the  buyer's name, address, email address and telephone
number.  We will also use information about our users for internal purposes only
in  order  to  improve  marketing and promotional efforts, to analyze site usage
statistically,  and  to  improve content, product offerings and site layout.  We
intend  to  apply for membership in the TRUSTe program, a non-profit independent
organization  which  reviews  the  privacy  statements  of  websites  and  their
adherence  to  these  statements.

Competition
-----------

     The  market for retail selling over the internet is relatively new, rapidly
evolving  and  intensely  competitive,  and  we  expect competition to intensify
further  in  the  future.  Barriers to entry are relatively low, and current and
new competitors can launch new sites at a relatively low cost using commercially
available  software.  We  will compete with a large number of companies who have
significant  name  recognition  and  brand loyalty.  Our direct competitors will
include  various  online retail services that offer a wide range of products, as
well  as  retailers  that  serve  specialty  markets.

     We  believe that the principal competitive factors in our market are volume
and  selection  of  goods,  price, convenience, customer service, reliability of
delivery  and  brand  recognition.  Almost  all of our potential competitors are
likely  to have longer operating histories, larger customer bases, greater brand
recognition  and significantly greater financial, marketing, technical and other
resources  than  we  do.

                                  Risk Factors
                                  ------------

     Our business is subject to a high degree of risk.  Among the risks which we
face  are  the  following:


     We  have  a  history  of losses and expect that losses will continue in the
     ---------------------------------------------------------------------------
future.
------

     As  of  December  31,  2002,  we had an accumulated deficit of $739,000. We
incurred  a  net loss of $718,000 for the year ended December 31, 2002 and a net
loss  of  $3,700  for  the  year  ended  December  31,  2001.  We  have incurred
substantial  costs  to  develop  our  website  and  infrastructure.  In order to
commence  and  expand  our  business,  we  intend to invest in sales, marketing,
operations, information systems, website development and additional personnel to
support  these  activities. We therefore expect to continue to incur substantial
operating  losses  for  the foreseeable future. Our ability to become profitable
depends  on  our  ability to commence operations and generate and sustain sales,
while maintaining reasonable expense levels, all of which are uncertain in light
of  our  absence  of  a  prior  operating  history.

     We  face  substantial  uncertainties  in  establishing  our  business.
     ---------------------------------------------------------------------

     To date, our only material business activities have been the development of
the  software  for  our  proposed internet-based retail business and contracting
with  vendors  to  supply us with products.  We have not generated any revenues.

We  believe  we  must  complete  the  following  steps  in  order to establish a
successful  business:

-     Complete  the  testing  of the software for our online retail business and
      related  e-store  distribution  channel.

-     Complete  the  integration  of  vendor  product  lists  on  our  database.

-     Maintain  our  website  and  provide  appropriate  customer  support.

-     Market  our  website  to  consumers.

-     Market  our  e-store  distribution  channel  to  potential  users.

-     Obtain  additional  funding  to  implement  our  business  plan.

-     Locate  additional  vendors  to  sell  products  on  our  website.

-     Establish  our  tradename.

-     Attract  and  retain  necessary  personnel.

     If we are unable to accomplish one or more of these goals, our business may
     fail.

     We  are  uncertain  that  our  software  will  function  properly.
     -----------------------------------------------------------------

     In August 2002, we installed the software for our online retail business on
the  server  provided by our website hosting company.  At that time, we believed
that  this  software  was  substantially  complete  and that we would be able to
launch our online retail business during October 2002.  Since that time, we have
delayed  the  launch  in  order  to  address  the  following  issues:

-     We have been required to devote significant time and effort to the process
of  adding  products  to  our  website.  This  process  has taken more time than
originally  expected because the information provided by many of our vendors was
not in a format which could be easily added to our database.  In those cases, we
have  been  required  to  reformat  this  data.  At  the  present  time, we have
incorporated approximately five million products to our database and are testing
our  database  software  to  confirm  that  it  performs  in accordance with our
expectations.  Once  this  testing  is  completed,  we intend to continue adding
products.  At  the  present  time, we plan to have at least 6.5 million products
available  on  our  website  at  the  time  we launch our website to the general
public.

-     In October 2002, we elected to modify our software to expand the number of
product  sub-categories  within  our  website.  We decide to do this in order to
make  the  website  easier  for  consumers  to use.  This process required us to
modify  the  software and the way in which we entered product data received from
vendors.

-     In  November 2002, we decided to modify our software so that each customer
order  would  automatically generate shipping instructions to a national courier
service.  This  feature  is  designed  to simplify the shipment of products from
vendors to consumers because our system will notify the shipper by email to pick
up  the  product  from the vendor at the time the customer places an order.  The
integration  of  this software to our system was completed during February 2003.

-     Since  the fall of 2002, we have been testing our software to confirm that
it  works  in  accordance  with  our expectations.  During this process, we have
uncovered  several  minor  problems  with  the  manner  in  which  the  software
functions,  such  as  the  ability  of a user to move between product categories
without  returning  to  our  home  page.  We  have  been  required to modify our
software  to  address these problems.  We are continuing to test our software so
that  it  will  function  in  the  manner  we  planned.

     We  currently  have  the  ability  to  process  customer orders through our
website.  However,  not  all  of  the  five million products in our database are
viewable  through  our website.  Accordingly, we believe that we will not launch
the  website  for  general  public  use until May 2003.  Furthermore, the actual
launch  could be further delayed if we encounter unexpected problems with any of
the  issues  described  above  or  with  the  completion  of  our  software.

     In  light  of  the foregoing, we have not yet established that our software
will  function  properly  or perform in accordance with our expectations. If the
software  does  not work properly, we may be required to redesign or upgrade the
software. This could delay the launch of our retail business. Furthermore, if we
are  unable  to  resolve these problems, we may be unable to commence or operate
our  business.


     We  need  to  obtain  additional funding in order to implement our business
     ---------------------------------------------------------------------------
plan.
----

     During  June 2002, we commenced a private placement of our common stock. We
received $1,280,600 from this offering, which was completed in November 2002. We
expect that these funds will be sufficient to allow us to launch our website and
operate  our business for the next six months, assuming that we do not encounter
further  delays in launching our website, that we generate revenues at projected
levels, and that we are not required to establish large reserves with our credit
card  processors.

     Our expenses during the next 12 months are expected to consist primarily of
salaries,  software  maintenance  expenses,  technical  support costs, marketing
expenses,  credit  card  processing  fees and other administrative costs such as
rent,  electricity  and  telephone.  We  plan  to  fund  these expenses from our
existing  cash  resources  and  revenues  from  our  website.

     We  expect  that  we  may be required to establish reserves with our credit
card  processors  in  order to receive card processing services.  At the present
time,  we have entered into arrangements with three credit card processors which
allows  us  to  process  up to $3,180,000 per month in credit card sales.  These
arrangements  do  not  require us to establish any reserves.  We believe that we
will  be  able  to  increase  this  level  significantly  after  our business is
launched.  We  are  seeking  to  establish  relationships with other processors.
These  processors may require us to establish reserves to cover potential charge
backs  and  returns.  Depending  on  the  levels  of  our sales, and the reserve
percentage  required  by  these  processors,  we  could be required to utilize a
substantial  amount  of  working  capital  for  this  purpose.

     We  plan  to  undertake  a significant marketing effort after we launch our
website.  The scope of these marketing efforts will largely depend on the amount
of  our  working  capital.

     We  currently  plan to raise additional working capital through the sale of
our common stock.  We plan to utilize the proceeds to pay marketing expenses, to
establish  reserves with credit card processors (if required), and to provide us
with  additional  funds  to  address  unexpected  working  capital requirements.

     We  may  encounter  significant difficulties in raising capital in light of
the  fact  that  we have not yet commenced operations and have not yet generated
any  revenues.  If  we are unable to obtain the necessary funding, we would need
to  modify  our  business  plan  or  discontinue  our  business.

     We  currently  do  not  have all of the personnel required to implement our
     ---------------------------------------------------------------------------
business  plan.
---------------

     As  of  March  31,  2003,  we had a total of seven employees.  We have also
entered  into  a  one-year  contract  with  Pyxis  to  provide  us with software
maintenance  services  and  additional  software support.  We believe that Pyxis
will  be able to provide us with appropriate support for our software during the
next  year.

     Although we have been able to address many of our personnel needs, we still
need  to  hire additional personnel in the areas of accounting, customer service
and  marketing  in  order  to operate our business as planned.  Furthermore, our
future  performance  will  be substantially dependant on our ability to hire and
retain  employees with the experience and skills to implement our business plan.
If we are unable to attract and retain these personnel, it would have a material
adverse  effect  on  our business prospects, financial condition, and results of
operations.

     We  are  heavily  dependent  on  third-party  relationships.
     -----------------------------------------------------------

     Once  we  commence  operations,  we  will  be  heavily  dependent  upon our
relationships  with  our  vendors, our web hosting provider and Pyxis to service
our  customers'  needs.  In light of our absence of an operating history, we are
unable to determine whether these third parties will be able to reliably provide
the  services  to  our  customers.  The  failure of our vendors, our web-hosting
company  or  Pyxis  to  properly  perform  their  services could have a material
adverse  effect  on  our business prospects, financial condition, and results of
operations.  Our business is also generally dependent upon our ability to obtain
the  services  of  other  persons and entities necessary for the development and
maintenance  of  our  business.  If  we  fail to obtain the services of any such
persons  upon which we are dependent on satisfactory terms, or if we were unable
to  replace  such a relationship, it would have a material adverse effect on our
business  prospects,  financial  condition,  and  results  of  operations.

     We  will  be  subject  to  significant  competition  from  more established
     ---------------------------------------------------------------------------
web-based  businesses.
----------------------

     As  a  new  company in the internet retail business, our ability to compete
effectively  with  the  other companies in this market is subject to substantial
uncertainty.  There  are  a  large  number  of  well-established  internet-based
retailers,  which  enjoy significant advantages in terms of consumer recognition
and  loyalty,  financial  resources  and prior operating history.  If we are not
able  to  compete  successfully,  our  business  may  not  be  successful.

     We  do  not  have  long-term  contracts  with our vendors and therefore the
     ---------------------------------------------------------------------------
availability  of  products  is  at  risk.
-----------------------------------------

     Although  we  believe  we  can  establish  and  maintain relationships with
manufacturers and third-party distributors who will offer competitive sources of
products, there can be no assurance that we will be able to obtain the quantity,
selection  and  brand quality of the items that we believe is necessary.  All of
our contracts with vendors may be terminated upon notice from the vendors.  As a
result,  there  can  be  no assurance that our current vendors would continue to
sell  products  to us on current terms or that we would be able to establish new
or  otherwise extend current supply relationships to ensure product acquisitions
in  a timely and efficient manner and on acceptable commercial terms.  If we are
unable  to  develop  and  maintain  relationships  with vendors that allow us to
obtain  sufficient  number  and  variety  of  products, on acceptable commercial
terms,  our  business, prospects, financial condition, and results of operations
would  be  adversely  affected.



     We  are  new  to the industry and need to establish brand-name recognition.
     --------------------------------------------------------------------------

     We  believe  that  establishing,  maintaining  and enhancing our brand is a
critical  aspect  of  our  efforts  to  establish and expand our proposed online
retail  business.  Our ability to promote buybrations.com will depend largely on
our  success  in  providing a high-quality online experience supported by a high
level of customer service, which cannot be assured.  In addition, to attract and
retain  online users, and to promote and maintain buybrations.com in response to
competitive pressures, we may find it necessary to expend substantial amounts on
advertising  and  marketing.  If  we  are  unable to provide high-quality online
services  or  customer  support,  or  otherwise fail to promote and maintain the
buybrations.com name, or if we incur excessive expenses in an attempt to promote
and  maintain  our  trade name, our business prospects, financial condition, and
results  of  operations  would  be  materially  and  adversely  affected.

     A  key  element  of our strategy is to generate a high volume of traffic on
     ---------------------------------------------------------------------------
and  use  of  buybrations.com.
------------------------------

     The  satisfactory  performance,  reliability  and  availability  of
buybrations.com,  the  related  transaction  processing  systems  and  network
infrastructure  are  critical  to  our reputation and our ability to attract and
retain  customers,  as  well  as maintain adequate customer service levels.  Our
revenues  will  depend on the number of visitors who shop on buybrations.com and
the  volume  of  orders we can handle.  Unavailability of our website or reduced
order  fulfillment  performance  could reduce the volume of goods sold and could
also  adversely affect consumer perception of our brand name.  We may experience
periodic  system  interruptions  from  time to time.  If there is a greater than
expected  volume of traffic on buybrations.com or the number of orders placed by
customers,  we  would  be required to expand and further upgrade our technology,
transaction  processing  system  and  network infrastructure.  There could be no
assurances  that  we  will  be  able to accurately project the rate or timing of
increases, if any, in the use of our website or expand or upgrade our system and
infrastructures  to  accommodate  such  increases  on  a  timely  basis.

     We may be liable for infringing the intellectual property rights of others.
     --------------------------------------------------------------------------

Third  parties  may assert infringement claims against us.  These claims and any
resulting  litigation,  if  it occurs, could subject us to significant liability
for  damages.  In  addition,  even  if  we  prevail,  litigation  could  be
time-consuming  and  expensive and could result in the diversion of our time and
attention.  Any  claims from third parties may also result in limitations on our
ability  to  use the intellectual property subject to these claims unless we are
able  to  enter  into agreements with the third parties making these claims.  We
could  also  incur  substantial  costs in asserting our intellectual property or
proprietary  rights.

     We  cannot  guarantee  the  protection  of  our  intellectual  property.
     -----------------------------------------------------------------------

     Our intellectual property will be critical to our success, and we intend to
rely  on  trademark,  copyright,  and  trade  secret  protection  to protect our
proprietary  rights. Third parties may infringe or misappropriate our trademarks
or  other  proprietary rights, which could have a material adverse effect on our
business, prospects, results of operations or financial condition. While we plan
to  enter  into  confidentiality  agreements with our employees, consultants and
strategic  partners  and  generally  control  access  to and distribution of our
proprietary  information,  these  steps may not prevent misappropriation. We are
pursuing  registration  of  our  key  trademarks in the United States. Effective
trademark,  copyright  and trade secret protection may not be available in every
country in which our products will be available. We intend to effect appropriate
registrations  internationally  and  domestically  as  we expand our operations.
There  can  be no assurance that the United States or foreign jurisdictions will
afford  us  any  protection  for our intellectual property. There also can be no
assurance  that  any of our intellectual property rights will not be challenged,
invalidated or circumvented. In addition, we do not know whether we will be able
to defend our proprietary rights since the validity, enforceability and scope of
protection of proprietary rights in internet-related industries is uncertain and
still  evolving.

     Unauthorized  security  breaches  to  our  service could harm our business.
     --------------------------------------------------------------------------

     A  fundamental  requirement  for  online commerce and communications is the
secure  transmission  of  confidential information over public networks. We will
rely  on encryption and authentication technology licensed from third parties to
provide  the security and authentication necessary to effect secure transmission
of  confidential information, such as customer credit card numbers. In addition,
we  will  maintain  a confidential database of customer profiles and transaction
information.  There  can be no assurance that advances in computer capabilities,
new  discoveries  in  the field of cryptography, or other events or developments
will  not  result  in a compromise or breach of the algorithms we plan to use to
protect  customer  transaction  and  personal  data  contained  in  our customer
database.  If any such compromise of our security were to occur, it could have a
material  adverse  effect  on  our  reputation,  business, prospects, results of
operations  and  financial  condition.  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  other  resources  to  protect against such security breaches or to
alleviate  problems  caused  by  such  breaches.

     Our  business  could be harmed by consumers' concerns about the security of
     ---------------------------------------------------------------------------
transactions  over  the  internet.
 --------------------------------

     Concerns  over  the  security of transactions conducted on the internet and
commercial  online services and the privacy of users may also inhibit the growth
of  the  internet  and  commercial  online  services,  especially  as a means of
conducting  commercial  transactions.

     We  face legal uncertainties relating to the internet in general and to our
     ---------------------------------------------------------------------------
industry  in  particular and may become subject to costly government regulation.
-------------------------------------------------------------------------------

     We  are  not  currently  subject  to  direct  regulation by any domestic or
foreign  governmental  agency,  other  than regulations applicable to businesses
generally,  and  laws  or  regulations  directly  applicable to online commerce.
However,  it  is  possible  that  laws and regulations may be adopted that would
apply  to  the  internet  and other online services. Furthermore, the growth and
development  of  the  market  for  online  commerce  may  prompt  calls for more
stringent  consumer  protection laws that may impose additional burdens on those
companies  conducting  business  online.  The adoption of any additional laws or
regulations  may  decrease  the growth of the internet or other online services,
which  could,  in  turn,  decrease  the demand for our products and services and
increase our cost of doing business, or otherwise have a material adverse effect
on  our  business,  prospects,  financial  condition  and results of operations.

     The applicability to the internet of existing laws in various jurisdictions
governing  issues  such  as property ownership, sales and other taxes, libel and
personal  privacy  is  uncertain  and  may  take years to resolve.  Any such new
legislation  or  regulation,  the  application  of  laws  and  regulations  from
jurisdictions  whose  laws  do  not  currently  apply  to  our  business, or the
application of existing laws and regulations to the internet and online commerce
could  have  a  material  adverse  effect  on our business, prospects, financial
condition  and  results  of  operations.  If  we  were  alleged to have violated
federal,  state or foreign, civil or criminal law, even if we could successfully
defend  such  claims,  it  could have a material adverse effect on our business,
prospects,  financial  condition  and  results  of  operations.

     We  face  uncertainties  relating  to  sales  and  other  taxes.
     ---------------------------------------------------------------

     We  are  not  currently  required  to  pay  sales or other similar taxes in
respect  of  shipments  of  goods  into  states other than the State of Florida.
However,  one or more states may seek to impose sales tax collection obligations
on out-of-state companies such as our company that engage in online commerce. In
addition,  any  new  operation in states outside Florida could subject shipments
into such states to state sales taxes under current or future laws. A successful
assertion by one or more states or any foreign country that the sale of products
by  us  is subject to sales or other taxes, could have a material adverse effect
on  our  business,  prospects,  financial  condition  and results of operations.

     We will be subject to potential conflicts of interest due to the control of
     ---------------------------------------------------------------------------
our  company  by  our  principal  shareholder.
---------------------------------------------

     Our principal shareholder, www.inspectedsites.com, Inc. ("Inspectedsites"),
currently  owns  60.68%  of  our outstanding stock.  As a result, Inspectedsites
will  be able to control all of our activities.  Furthermore, our two directors,
Brian  Cohen  and Nathan Cohen, also serve as executives of Inspectedsites.  Mr.
Brian  Cohen  is  also  the  principal  shareholder  of  Inspectedsites.

     Inspectedsites  is  currently  in  the  business  of  operating a web-based
business  directory  and web-hosting business.  As a result, it is possible that
the  business  activities  of  Inspectedsites and our activities may overlap and
compete.  If this occurs, our directors may be subject to conflicts of interests
in determining how to address such competition.  These conflicts could result in
a  loss  of  revenues  to  our  company  and  adversely  affect  our  potential
profitability.


ITEM  2.     DESCRIPTION  OF  PROPERTY

     Our principal office is located at 1021 Ives Dairy Rd., Bldg. 3, Suite 117,
Miami.  This  space  consists of approximately 1,130 square feet.  We lease this
space on a month-to-month basis at a price of $4,200 per month. We believe these
facilities  are  adequate  to  serve  our  present  needs.


ITEM  3.     LEGAL  PROCEEDINGS

We  are  not  a  party  to  any  legal  proceedings.




ITEM  4.     SUBMISSION  OF  MATTERS  TO  VOTE  OF  SECURITY  HOLDERS

          Not  applicable.



                                     PART II


ITEM  5.     MARKET  FOR  THE  REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
             MATTERS

Authorized  Capital  and  Outstanding  Shares
---------------------------------------------

     We  are  authorized  to issue 25,000,000 shares of common stock, $0.001 par
value,  and  5,000,000 shares of preferred stock, $0.001 par value.  As of March
31, 2003, we had 1,963,283 shares of common stock issued and outstanding.  There
are  no  shares  of  preferred  stock  outstanding.


Transfer  Agent
---------------

     The  transfer  agent  for  our  company is Florida Atlantic Stock Transfer,
Inc.,  7130  Nob  Hill  Road,  Tamarac,  Florida  33321.


Trading  Information
--------------------

     There  is  no  existing  public  trading  market  for  our  shares.

Shares  Eligible  for  Future  Sale
-----------------------------------

     As of the date of this report, we believe that 150,000 shares of our common
stock  could  be  sold  pursuant  to Rule 144(k), and that an additional 900,000
shares  are  eligible  for  sale  under  Rule  144.

     We  have  agreed  to  register the resale of 640,300 shares of common stock
which  we  sold  between  June  2002  and November 2002.  In particular, we have
agreed  to  register  the  resale of these shares upon the request of 30% of the
holders,  provided  that  the aggregate offering price is at least $500,000.  We
will  have  no  obligation to affect a registration for a period of 6 months, or
during  the  180-day  period  following the effective date of any initial public
offering  by our company.  Additionally, we have agreed to register these shares
on  any  registration statements which we may file, other than those relating to
employee  benefit  plans,  reorganizations,  mergers  and  similar transactions.

Numbers  of  Shareholders
-------------------------

     As of March 31, 2003, we had a total of approximately 121 record holders of
our  common  stock.

Dividends
---------

     We  have  not  paid any dividends on our common stock.  The payment of cash
dividends  in  the  future will be contingent upon our revenues and earnings, if
any,  capital  requirements and general financial condition.  The payment of any
dividends  will  be within the discretion of our then board of directors.  It is
the  present intention of the board of directors to retain all earnings, if any,
for  use in our business operations.  Accordingly, the board does not anticipate
paying  any.


ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

     This  Form  10-KSB contains "forward looking statements" within the meaning
of Private Securities Litigation Reform Act of 1995.  These statements represent
the Company's expectations and beliefs including, but not limited to, statements
concerning the Company's operations, performance, financial condition, growth or
strategies.  For this purpose, any statements contained in this Form 10-KSB that
are  not  statements  of  historical  fact  may  be deemed to be forward looking
statements.  Without  limiting  the  generality  of the foregoing, words such as
"may,"  "will,"  "expect,"  "believe," "estimate," "anticipate" or "continue" or
the  negative or other variations thereof or comparable terminology are intended
to  identify forward looking statements.  The statements by their nature involve
substantial  risks  and uncertainties, certain of which are beyond the Company's
control,  and  actual  results  may  differ materially depending on a variety of
important  factors.

     The  following  discussion should be read in conjunction with the Company's
financial  statements  and  the related notes included elsewhere in this report.


     We are a development stage company and have not yet commenced operations or
generated any revenues.  Our principal business activities to date have been the
development  of  the  software  for our business and contracting with vendors to
supply  products  to  our business.  From our inception to December 31, 2002, we
had  incurred  an  accumulated  deficit  of  $739,000.  Our  accumulated deficit
through  December  31,  2002 is primarily attributable to the cost of the design
and  development  of  our  software,  legal  and  accounting  fees  and securing
contracts  with  vendors.

     The  principal  components  of  our  business  plan  for the next 12 months
consists  of  the  following:

     Complete  the  initial  development and testing of our software.  In August
     ---------------------------------------------------------------
2002, we installed our software on a server provided by our web hosting company.
In  September  2002,  we  began  testing  our  software, and adding the products
available  from  vendors  onto  our database.  The completion of these tests has
taken  longer  than  expected.  See  "Risk  Factors  - We are uncertain that our
software  will  function properly."  We currently expect to complete these tasks
in  April  2003.  We  estimate  that  we  will  expend  $50,000 for these tasks.

     Launch  website.  We  currently  plan  to  launch  our website in May 2003,
     ---------------
assuming that the testing of the software is successful.  The actual launch date
may  be  delayed  due to problems with our software, or other factors outside of
our  control.

     Market  retail  business  to consumers.  We will need to devote significant
     --------------------------------------
resources  to marketing our retail business to prospective customers.  Depending
on  our  funding,  we  intend  to  launch  a  national advertising campaign.  We
estimate  that  the  cost  of this campaign would be in the range of $100,000 to
$1,000,000  during  the  next  12  months.

     Maintain  and  enhance software. We need to devote significant resources to
    --------------------------------  maintaining and enhancing the software for
our  retail  business. We currently plan to have two fulltime employees who will
perform these functions. Additionally, we have entered into a one-year agreement
with  Pyxis,  the developer of our software, to provide us with this support. We
estimate  that  we will expend $240,000 for software maintenance and enhancement
during  the  next  12  months.

Provide  customer  support.  We  will  need to dedicate significant resources to
--------------------------
customer  support, which will include responding to customer inquires as well as
addressing problems in the area of shipping and returns.  We need to hire two to
three  additional  employees  for this purpose.  We estimate that we will expend
from  $50,000  to  $75,000  for  these  services  during  the  next  12  months.

     Contract  with  the  vendors to supply us with additional products.  We are
     ------------------------------------------------------------------
currently  seeking  to enter into contracts with additional vendors to supply us
with  additional products for our website retail business.  We expect this to be
an  ongoing  process.

WORKING  CAPITAL
----------------

     During  2002,  we  raised  $1,324,050  to  investors  and  our  principal
shareholder.  All  of  the investors were "accredited investors" under the rules
of  the  Securities  and  Exchange  Commission.

     As  of  December  31,  2002, we had approximately $500,000 in cash and cash
equivalents.  We  believe that we have sufficient working capital to operate our
business  for  a  period  of  approximately  six months, assuming that we do not
encounter  further delays in launching our website, that we generate revenues at
projected  levels  and that we are not required to establish large reserves with
our  credit  card  processors.

     Our expenses during the next 12 months are expected to consist primarily of
salaries,  software  maintenance  expenses,  technical  support costs, marketing
expenses,  credit  card  processing  fees and other administrative costs such as
rent,  electricity  and  telephone.  [We  plan  to  fund these expenses from our
existing  cash  resources  and  revenues  from  our  website.]

     We  believe  that  we may be required to establish reserves with our credit
card  processors  in  order to receive card processing services.  At the present
time,  we  have  entered into arrangements with two credit card processors which
allows  us  to  process  up  to  $180,000 per month in credit card sales.  These
arrangements  do  not  require us to establish any reserves.  We believe that we
will  be  able  to  increase  this  level  significantly  after  our business is
launched.  We  are  seeking  to  establish  relationships with other processors.
These  processors may require us to establish reserves to cover potential charge
backs  and  returns.  Depending  on  the  levels  of  our sales, and the reserve
percentage  required  by  these  processors,  we  could be required to utilize a
substantial  amount  of  working  capital  for  this  purpose.

     We  plan  to  undertake  a significant marketing effort after we launch our
website.  The scope of these marketing efforts will largely depend on the amount
of  our  working  capital.

     We  currently  plan to raise additional working capital through the sale of
our common stock.  We plan to utilize the proceeds to pay marketing expenses, to
establish  reserves  with credit card processors, if required, and to provide us
with  additional  funds  to  address  unexpected  working  capital requirements.

     Revenues
     --------

     We  expect  to generate most of our revenues from the mark-up on the prices
of  the  products which are sold through our website.  These mark-ups will range
from  10  to  200%.  In most cases, we plan to establish the mark-up between the
price  we pay the vendor for the product and the manufacturer's suggested retail
price,  with  the  goal of pricing the product slightly below the manufacturer's
suggested  retail  price.  We  may  increase  the mark-up if we believe that the
product  is  not  readily available from other sources, or if the demand for the
product  is  high.

     We  expect  to  generate  additional revenues from fees paid by vendors for
featuring  their  products  on  our  website  or  for  banner advertising on our
website.  We  may  also  seek  to  obtain  revenues  from  consumers for special
services,  such  as  searching  for  products  which  they  desire.

     Expenses
     --------

     We  anticipate  that  our  principal  expenses  consist  of advertising and
marketing,  software maintenance and personnel required to operate our business.
We will also incur expenses for items for web hosting, communications and credit
card  processing  fees,  and  other  administrative  costs.

     Accounts  Receivable  and  Accounts  Payable
     --------------------------------------------

     We  do  not  anticipate that we will have any significant level of accounts
receivable  in  connection  with the operation of our business.  We will require
each  customer  to  pay us via credit card prior to the time that any product is
shipped to the customer.  Additionally, we do not anticipate that we will have a
significant  level of accounts payable, because most of our vendors will require
us  to  pay  them  before  products  are shipped by the vendor to our customers.
However,  we  plan  to  seek credit terms from our vendors after our business is
established.

     Capital  Expenditures
     ---------------------

     During  2002,  we  invested $181,000 in the development of our software and
the  purchase of computers and equipment.  This amount includes $117,000 paid to
Pyxis  and  Diversified  Business  Concepts  for software development, including
$45,000  for  development of our retail software, $48,000 for development of our
"e-store"  software  and  $24,000  for enhancements to our retail software.  The
four  payments  of $6,000 were made under a software maintenance and development
agreement  with  Pyxis which we signed in September 2002.  Under this agreement,
we  have  agreed  to  engage  Pyxis  to provide us with software maintenance and
development  services  for  a period of 12 months for a fee of $6,000 per month.

     We  currently  expect  to spend $50,000 for software development during the
next  12  months  in  addition  to  the  amounts  payable  to  Pyxis under their
maintenance  and  development  agreement.  We  also  expect to spend $20,000 for
additional  office furniture, equipment and computers during the next 12 months.

     Employees
     ---------

     As  of March 31, 2003, we had seven employees.  We currently expect to hire
approximately  seven  additional employees over the next 12 months.  However, we
may  be  required to hire more employees if our business grows more rapidly than
expected.


ITEM  7.     FINANCIAL  STATEMENTS

          Attached  hereto  and  filed  as  part  of  this  Form  10-KSB are the
consolidated  financial  statements  required  by  Regulation  S-B.


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

     Not  applicable.


                                    PART III


ITEM  9.         DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  COMPANY

     Our  current  directors  and  executive  officers  are  as  follows:

NAME                            AGE               POSITIONS  WITH  COMPANY

Brian  Cohen                    32                President, Treasurer, Director

Nathan  Cohen                   28                Chief  Information  Officer,
                                                  Secretary,  and  Director

Gregory  Pangburn               45                Chief  Financial  Officer

Manuel  Aleixo                  27                Vice-President  -  Marketing

     BRIAN  COHEN  has  been  President, Treasurer and Director of I-Sites since
April  2001.  He  is  currently  responsible  for  our  accounting and financial
reporting.  Mr.  Cohen  has  been  the  President and Chief Executive Officer of
Inspectedsites  since  1999.  Inspectedsites  operates  a  web  based  business
directory  and  web  hosting  company.  Since 1997, Mr. Cohen also served as the
President  and  Chief  Executive Officer of Cohen Consulting, an advertising and
marketing  firm.  From  1996  to  2000,  Mr.  Cohen  was the President and Chief
Executive  Officer  of  Waterford  Financial  Group, Inc., a commodities trading
firm.  Brian  Cohen  and  Nathan  Cohen  are  not  related.

     NATHAN  COHEN  has  been  the  Chief  Information  Officer, Secretary and a
Director  of  I-Sites, Inc. since April 2001.  Since January 2000, Mr. Cohen has
also  served  as the information technology manager for Inspectedsites.  He also
provides  services as an independent consultant to the computer industry through
his  company,  Interactive,  LC.  From  1997 to 2000, Mr. Cohen was a broker for
Waterford  Financial  Group, Inc.  Brian Cohen and Nathan Cohen are not related.

     GREGORY  PANGBURN has been the Chief Financial Officer of the Company since
March  2003.  From 1999 through February 2003, Mr. Pangburn was the President of
Diversified  Business  Concepts,  Inc.,  a company engaged in management and EDP
consulting.  From  1996  to  1999  Mr. Pangburn was the Controller of Mobile One
Cellular,  a  provider of cellular phone services.  Mr. Pangburn has also served
as Chief Financial Officer for United Vision Group, Inc., and the Woman's Tennis
Association.  Mr.  Pangburn also currently serves as the Chief Financial Officer
of  Imperx,  Inc.  a  developer  and  manufacturer of digital imaging equipment.

     MANUEL  ALEIXO  has  been  a  Vice-President  -  Marketing of I-Sites since
January  2003.  From  April  2002  to  January 2003, he served as an employee of
I-Sites  in  the areas of marketing and administrative support.  From April 2000
to  the  present,  he  has  also  served as the President of Alexio Financial, a
company  which  provides marketing services.  From September 1999 to April 2000,
he was the President of Vehicle Tracking, Inc., a company which offers a vehicle
tracking  and  recovery  system.  From  June  1994 to September 1999, he was the
President  of  Alexio's  Bakery,  a  commercial  bakery.

ITEM  10.     EXECUTIVE  COMPENSATION

     Prior to June 30, 2002, our executive officers or directors did not receive
any compensation for their services.  Subsequently, Brian Cohen and Nathan Cohen
agreed  to  devote  substantially  all  of their business time and effort to our
business.  Accordingly,  commencing in July 2002, we agreed to pay them salaries
of  $1,400 per week.  We have also agreed to pay Mr. Pangburn a salary of $1,400
per  week  and Mr. Aleixo a salary of $1,400 per week.  During 2002, Brian Cohen
Received  Cash  Compensation  of  $33,031, all of which was Salary.

None  of  our  executive  officers  has  an  employment  agreement.

We  are currently considering adoption of a stock option plan for the benefit of
our  key  employees,  including  our  officers.  We  have not yet determined the
number  of  shares  to  be  included  in  the  plan or the terms of any options.


ITEM  11.     SECURITIES  OWNERSHIP  OF  CERTAIN  BENEFICIAL
OWNERS  AND  MANAGEMENT

     The  following  table  sets  forth,  as  of  March 31, 2003, the number and
percentage  of  shares  of  our  outstanding common stock which are beneficially
owned,  directly  or  indirectly,  by:

-     each  shareholder  who  owns  more  than  5%  of  the  outstanding shares;
-     each  of  our  directors;
-     each  of  our  executive  officers;  and
-     all  of  our  directors  and  executive  officers  as  a  group.

     We  determine beneficial ownership based on the rules of the Securities and
Exchange  Commission.  In  general,  beneficial  ownership  includes shares over
which  a  person  has sole or shared voting or investment power and shares which
the person has the right to acquire within 60 days.  Unless otherwise indicated,
the  persons  listed below have sole voting and investment power over the shares
beneficially  owned.

NAME  AND  ADDRESS          POSITION  WITH      SHARES  BENEFICIALLY     PERCENT
OF  BENEFICIAL  OWNER        COMPANY                   OWNED           OF  CLASS

Brian  Cohen             President,  Treasurer
InspectedSites.com, Inc. Director                     1,191,258(1)        60.68%
1021 Ives Dairy Road
Suite 117
Miami,  Florida 33179

Nathan  Cohen            Chief Information Officer        -                  -
1021 Ives Dairy Road     Secretary  and  Director
Suite 117
Miami,  Florida 33179

Gregory  Pangburn        Chief Financial Officer           7,050           0.36%
1021  Ives  Dairy  Road
Suite  177
Miami,  Florida  33179

Manuel  Aleixo          Vice  President                   -                  -
1021  Ives  Dairy  Road     Marketing
Suite  177
Miami,  Florida  33179


                                                        1,198,308         61.04%

 (1)     These  shares  consist  of  1,191,258  shares  held  of  record  by
www.InspectedSites.com,  Inc.,  a  company  controlled  by  Mr.  Cohen.

Section  16(a)  Beneficial  Ownership  Reporting  Compliance
------------------------------------------------------------

     None  of  the  companies  executive  officers or directors have filed their
initial  report  of  beneficial  ownership  on  Form  3.


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     We were formed in 1999 by Diversified Business Concepts, Inc. At that time,
Diversified  received  750,000  shares  of common stock in exchange for services
valued  at  $15,000, or $.02 per share.  These services consisted of supervising
our  organization, establishing of our books and records, providing office space
and  providing officers and directors.  Diversified was controlled by Gregory A.
Pangburn  and  Jan  Kaplan.

     In  April  1999,  we  sold 300,000 shares of our common stock at a price of
$.02  per  share  to  Diversified  and  25  individual  investors.  Diversified
purchased  250,000  of  these  shares.  At  that  time,  Diversified  was  our
controlling  shareholder.  None  of  the  other  purchasers  were  affiliates or
promoters  of  our  company.

     In April 2001, www.inspectedsites.com, Inc. purchased 900,000 shares of our
common  stock  from  Diversified.

     In August 2001, we sold 50,000 shares of our common stock to InspectedSites
for  a  price  of  $10,000,  or  $.20  per  share.

     In  September  2001,  we  sold  201,258  shares  of  our  common  stock  to
InspectedSites  at  a  price  of  $.20  per  share.

     In  November  2001,  we  entered  into  a retail web project agreement with
Diversified  pursuant to which Diversified and Pyxis Technology Solutions, Inc.,
agreed  to  design,  develop, test and implement the software for our retail web
project.  We paid Diversified and Pyxis a total of $45,000 under this agreement.
Prior  to  entering  into  the agreement with Diversified and Pyxis, we received
quotes  from  two  other  software  development  firms,  both  of  which  were
substantially  higher.  We believe that this agreement was on terms that were at
least  equal,  if  not  better  than,  those  that  we  could have obtained from
independent  third  party  software  providers.

     In  February 2002, we borrowed $80,000 from InspectedSites.  This loan bore
interest  at  8% per annum and was repayable on demand.  In June 2002, we issued
40,000 shares to InspectedSites in payment of the principal amount of this loan.

     In  March  2002,  we  entered  into a second agreement with Diversified and
Pyxis  pursuant  to  which  Diversified  and  Pyxis  agreed  to design, test and
implement  additional  software  for  our proposed e-store business concept.  We
paid  $48,000  to  Diversified  and Pyxis under this agreement.  We believe that
this  agreement  was  on  terms that were substantially similar to those that we
could  have  obtained  from  independent  third  party  software  providers.

     In September 2002, we entered into a one-year agreement with Pyxis pursuant
to  which  they  agreed to provide us with software maintenance for our software
and  additional software development assistance.  Additionally, Pyxis has agreed
to  assist  us in adding vendor products to our database.  We have agreed to pay
Pyxis  a  minimum  of  $6,000  a  month  for  its services under this agreement.

     We  are  controlled  by  InspectedSites, which owns 1,191,258 shares of our
common  stock,  or  60.68%  of  the  total  outstanding  as  of  March 31, 2003.




<PAGE>
                                     PART IV

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)     Exhibits
        --------

Exhibit  Number     Document  Exhibit
---------------     -----------------
3.1                 Articles  of  Incorporation  (1)
3.2                 Amendment  to  Articles  (2)
3.3                 Bylaws  (1)
10.1                Retail  Web  Project Agreement dated as of November 9, 2001
                    by and between I-Sites, Inc., Diversified Business Concepts,
                    Inc.  and  Pyxis  Technology  Solutions  Limited.(1)
10.2                E-Store  Web  Project  Agreement  dated  as of March 6, 2002
                    by and between I-Sites, Inc., Diversified Business Concepts,
                    Inc.  and  Pyxis  Technology  Solutions  Limited.(1)
(1)     Incorporated  by  reference  from  our Form 10-SB filed on May 15, 2002.
(2)     Incorporated  by reference from our Form 8-K filed on February 11, 2003.




(B)     Reports  on  Form  8-K.
        ----------------------

        On  February  11,  2003,  we filed a Form 8-K to report on one-for-two
        reverse stock split which we effected as of February 10, 2003.
ITEM  14.     CONTROLS  AND  PROCEDURES


Evaluation  of  Disclosure  Controls  and  Procedures.   The  Company  maintains
------------------------------------------------------
controls  and  procedures  designed  to  ensure  that information required to be
disclosed  in the reports that the Company files or submits under the Securities
Exchange  Act of 1934 is recorded, processed, summarized and reported within the
time  periods  specified  in  the rules and forms of the Securities and Exchange
Commission.  Based  upon  their  evaluation  of  these  controls  and procedures
performed  within 90 days of the filing date of this report, the Chief Executive
Officer  and Chief Financial Officer of the Company concluded that the Company's
disclosure  controls  and  procedures  were  adequate.

Changes  in  Internal Controls.   The Company made no significant changes in its
-------------------------------
internal  controls  or in other factors that could significantly affect internal
controls  subsequent  to  the  date  of  their evaluation by the Chief Executive
Officer  and  Chief  Financial  Officer.




<PAGE>


                                   SIGNATURES

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


                                         I  SITES,  INC.


                                         By:  s/Brian Cohen
                                            ------------------------------------
                                             Brian  Cohen
                                             President  and  Director

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

Name                         Title                                Date

  s/Brian D. Cohen
---------------------
Brian D. Cohen               President and Director               April 15, 2003

  s/Nathan Cohen
---------------------
Nathan  Cohen                Director                             April 15, 2003

  s/Gregory Pangburn
---------------------
Gregory  Pangburn            Chief  Financial Officer             April 15, 2003

<PAGE>
                                     ------
                                 CERTIFICATIONS
                                 --------------


I,  Brian  D.  Cohen,  certify,  that:

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

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

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

4.     The  registrant's  other  certifying  officer  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  annual  report  is  being  prepared;

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

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

5.     The  registrant's other certifying officer 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:

(a)     all  significant deficiencies in the design or operation of the 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 officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or  in  other  factors  that  could  significantly  affect the internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

                                                    s/Brian D. Cohen
Date:     April  15,  2003                    By:-------------------------------
                                                  Brian  D.  Cohen,  President
                                                  (Chief  Executive  Officer)



<PAGE>




I,  Gregory  A.  Pangburn,  certify,  that:

7.     I  have  reviewed  this  annual  report  on Form 10-KSB of I Sites, Inc.;

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

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

4.     The  registrant's  other  certifying  officer  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  annual  report  is  being  prepared;

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

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

5.     The  registrant's other certifying officer 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:

(a)     all  significant deficiencies in the design or operation of the 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 officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or  in  other  factors  that  could  significantly  affect the internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


                                                     s/Gregory A. Pangburn
Date:     April  15,  2003                    By:-----------------------------
                                                  Gregory  A.  Pangburn
                                                  Chief  Financial  Officer




<PAGE>
                                  I SITES, INC.

                   Index to Consolidated Financial Statements


Index To Financial Statements.
-----------------------------


-    Auditors  Report  dated  March  14,  2003

-    Balance  Sheets  as  of  December  31,  2002  and  2001

-    Statement  of  Operation for the years ended December 31, 2002 and 2001 and
     April  5,  1999  (Inception)  to  December  31,  2002

-    Statement  of  Cash  Flows for the fiscal years ended December 31, 2002 and
     2001  and  April  5,  1999  (Inception)  to  December  31,  2002

-    Statement  of  Change  in  Stockholders Equity for each of the years ending
     December  31,  2002  and  2001

-    Notes  to  Financial  Statements



<PAGE>
To  the  Board  of  Directors  and  Stockholders
I  Sites,  Inc.
7465  NW  44th  St.
Suite  906
Lauderhill,  FL  33319


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

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles'  used  and significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

     In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the consolidated financial position of I Sites, Inc.
as of December 31, 2002 and December 31, 2001 and the results of operations, and
cash  flows  for  the  years  then  ended, in conformity with generally accepted
accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
company  will  continue  as  a  going  concern.  As  discussed  in Note 7 to the
financial  statements, the Company has suffered recurring losses from operations
that  raise  substantial doubt about its ability to continue as a going concern.
Management's  plans in regard to these matters are also described in Note 7. The
consolidated  financial  statements  do  not  include any adjustments that might
result  from  the  outcome  of  this  uncertainty.




Siegelaub,  Lieberman  &  Assoc.,  P.A.
Coral  Springs,  Florida
March  14,  2003
<PAGE>

<TABLE>
<CAPTION>


                                    I-Sites Inc.
                            (A Development Stage Company)
                                    Balance Sheet
                                 As of December 31,



                                                                 2002        2001
                                                              -----------  ---------
<S>                                                           <C>          <C>
ASSETS

Cash                                                          $  507,392   $ 36,563
Employee Advances                                                  2,500

TOTAL CURRENT ASSETS                                             509,892     36,563
                                                              -----------  ---------

Fixed Assets - Net (note 2)                                      212,346     13,500

TOTAL ASSETS                                                  $  722,238   $ 50,063
                                                              ----------   ---------

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts Payable                                              $   41,730   $    123
Payroll Taxes                                                      4,510
Accrued Expenses                                                   9,795

TOTAL LIABILITIES                                                 56,035        123
                                                              -----------  ---------

STOCKHOLDERS' EQUITY


Common Stock, $.001 par value, 25,000,000 shares authorized
at December 31, 2002 and 10,000,000 at December 31, 2001;
1,963,283 shares issued and outstanding at December 31,
2002, and 1,301,258 shares issued and outstanding at
December 31, 2001.                                                 1,963      1,301
Additional Paid in Capital                                     1,401,698     69,951
Accumulated Deficit during the development stage                (739,458)   (21,312)

TOTAL STOCKHOLDERS' EQUITY                                       666,203     49,940
                                                              -----------  ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $  722,238   $ 50,063
                                                              ----------   ---------

</TABLE>
The  Auditor's  Note  and  accompanying Notes should be read in conjunction with
these  financial  statements.
<PAGE>

<TABLE>

<CAPTION>

                                   I Sites, Inc.
                           (A Development Stage Company)
                              Statement of Operations

                                   FOR THE YEAR    FOR THE YEAR    APRIL 5, 1999
                                      ENDED           ENDED        (INCEPTION) TO
                                     DECEMBER        DECEMBER       DECEMBER 31,
                                     31, 2002        31, 2001           2002
                                  --------------  --------------  ----------------
<S>                               <C>             <C>             <C>
REVENUES
Sales                             $           -   $           -   $             -

Total Revenues                                -               -                 -
--------------------------------  --------------  --------------  ----------------

COST OF GOODS SOLD

TOTAL COST OF GOODS SOLD                      -               -                 -
                                  --------------  --------------  ----------------

GROSS PROFIT                                  -               -                 -
                                  --------------  --------------  ----------------

EXPENSES:
Advertising                               1,000                             1,000
Commissions                                 317                               317
Salaries                                211,192                           211,192
Payroll Taxes                            16,199                            16,199
Corporate Tax-State                          80                                80
Marketing                               241,390                           241,640
Contract Services                        44,278                            44,278
Accounting Fees                          10,516           3,000            15,016
Management Fees                               -               -            15,000
Consulting Services                      37,595                            37,595
Legal Fees                               81,409                            81,409
Delivery                                  5,844                             5,844
Office                                    7,862                             7,862
Telephone                                19,136             312            19,448
Supplies                                  2,395                             2,395
Repairs and Maintenance                   2,566                             2,566
Transfer Agent Fees                       1,614                             1,614
Utilities                                 1,225                             1,225
Licenses & Permits                          605             159               958
Depreciation                              3,523                             3,523
Travel                                      340                               340
Rent                                     27,793             218            28,690
Bank Service Charge                          74                                74
Employee Business Reimbursements          1,608                             1,608

Total Expenses                          718,560           3,689           739,872
--------------------------------  --------------  --------------  ----------------

Loss from Operations                   (718,560)         (3,689)         (739,872)
--------------------------------  --------------

OTHER INCOME:
Interest Income                             414                               414

NET LOSS                          $    (718,147)  $      (3,689)  $      (739,459)
--------------------------------  --------------   -------------   ---------------
EARNINGS PER SHARE:
Basic                             $       (0.45)  $       (0.00)  $         (0.47)
--------------------------------  --------------  --------------  ----------------
</TABLE>
The  Auditor's  Note  and  accompanying Notes should be read in conjunction with
these  financial  statements.
<PAGE>



<TABLE>
<CAPTION>



                                              I Sites, Inc.
                                      (A Development Stage Company)
                                         Statement of Cash Flows
                                     For the Years Ended December 31,


                                                                                          APRIL 5, 1999
                                                                                          (INCEPTION) TO
                                                                                           DECEMBER 31,
                                                                    2002        2001           2002
                                                                 -----------  ---------  ----------------
<S>                                                              <C>          <C>        <C>
CASH FLOW FROM OPERATING ACTIVITIES:

Net Loss                                                         $ (718,147)  $ (3,688)  $      (739,458)

Non Cash Adjustments:
Depreciation                                                          3,532          -             3,522
Distribution of Common Stock for non-cash consideration                   -          -            15,000
Contribution of computers                                            10,359          -            10,359

Adjustments to reconcile net loss to net cash used in operating
 activities:

Increase in Accounts Payable                                         41,607        124            41,731
Increase in Payroll Taxes                                             4,510          -             4,510
Increase in Accrued Expenses                                          9,795          -             9,795
Increase in Employee Advances                                        (2,500)         -            (2,500)
                                                                 -----------  ---------  ----------------

NET CASH FLOW PROVIDED FROM OPERATING ACTIVITIES:                  (650,853)    (3,564)         (657,041)

CASH FLOW FROM INVESTING ACTIVITIES:

Development of online software                                     (180,890)   (13,500)         (194,390)
Purchase of Computers & Equipment                                   (21,478)         -           (21,479)
                                                                 -----------  ---------  ----------------

NET CASH FLOW FROM INVESTING ACTIVITIES:                           (202,369)   (13,500)         (215,869)

CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock                            1,324,051     50,252         1,380,302
                                                                 -----------  ---------  ----------------

NET CASH FLOW FROM FINANCING ACTIVITIES:                          1,324,051     50,252         1,380,302
                                                                 -----------  ---------  ----------------

Net increase (decrease) in cash flow                                470,829     33,188           507,392
Beginning Cash                                                       36,563      3,376                 -
                                                                 -----------  ---------  ----------------

ENDING CASH                                                      $  507,392   $ 36,564   $       507,392
                                                                 ----------   --------    ---------------

</TABLE>
The  Auditor's  Note  and  accompanying Notes should be read in conjunction with
these  financial  statements.
<PAGE>
<TABLE>

<CAPTION>



                                                 I Sites, Inc.
                                         (A Development Stage Company)
                                  Statement of Changes in Stockholders' Equity
                       For the Period from April 5, 1999 (Inception) to December 31, 2002


                                                   COMMON STOCK
                                                   ------------
                                                                           PAID IN     ACCUMULATED
                                                      SHARES     AMOUNT    CAPITAL       DEFICIT       TOTAL
                                                   ------------  -------  ----------  -------------  ----------
<S>                                                <C>           <C>      <C>         <C>            <C>
Issuance of common stock at $.02 per share for
management services on April 6, 1999.  The value
of the services was determined by the Board of
Directors.                                              750,000  $   750  $   14,250  $          -   $  15,000

Private placement issuance of common stock on
April 7, 1999 for cash of $.02 per share.               300,000      300       5,700             -       6,000

Net loss from development stage operations-
 December 31, 1999                                                                         (16,750)    (16,750)

BALANCE DECEMBER 31, 1999                             1,050,000    1,050      19,950       (16,750)      4,250

Net loss from development stage operations -
 December 31, 2000                                                                            (874)       (874)

BALANCE DECEMBER 31, 2000                             1,050,000    1,050      19,950       (17,624)      3,376

Sale of Common Stock                                    251,258      251      50,000                    50,252

Net loss from development stage operations -
 December 31, 2001                                                                          (3,687)     (3,687)

BALANCE DECEMBER 31, 2001                             1,301,258    1,301      69,950       (21,311)     49,941

Contribution of computers                                                     10,360                    10,360


Sale of common stock in February 2002                    40,000       40      79,960                    80,000
Sale of common stock on June 28, 2002                    17,500       18      34,983                    35,000
Private Placement September 30, 2002                    456,700      457     912,943                   913,400
Private Placement October 30, 2002                      147,825      148     295,502                   295,650
Net loss from development stage operations -
   December 31, 2002                                                                      (718,147)   (718,147)
                                                                                      -------------  ----------

BALANCE DECEMBER 31, 2002                             1,963,283  $ 1,963  $1,403,698  $   (739,458)  $ 666,203
                                                     ----------   ------   ---------      ---------   ---------

</TABLE>
The  Auditor's  Note  and  accompanying Notes should be read in conjunction with
these  financial  statements.
<PAGE>



                                  I Sites, Inc.
                          (A Development Stage Company)
                        Notes To The Financial Statements
                                December 31, 2002


NOTE  1 - ORGANIZATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRINCIPAL
BUSINESS  ACTIVITY

ORGANIZATION  AND  PRINCIPAL  BUSINESS  ACTIVITY

I-Sites  Inc.  formally, Interactive Entertainment Concepts Inc. ("the Company")
was  initially  incorporated as Rocky's Restaurant, Corp. on April 5, 1999 under
the  laws of the State of Florida. The year-end is December 31. On September 21,
2001  the  Board of Directors changed the name of the corporation to Interactive
Entertainment Concepts, Inc. and then again on September 5, 2002 to I-Sites Inc.

The  Company  is  considered to be in its development stage and the accompanying
financial  statements  represent those of a development stage company. All costs
associated  with the startup phase of the organization have been expensed in the
current  period  as  per  Statement  of  Position  98-5.

The  Company  will  provide  an  online interactive retail shopping mall for the
general  public. Purchases will be drop shipped directly to the customers, which
will  avoid  the  necessity  of  inventory.  The Company has thus far negotiated
approximately  120 different arrangements with various vendors and is continuing
to negotiate with new potential various manufacturers to establish purchase cost
and  commitment  levels.

CONCENTRATION  OF  CREDIT  RISK

The  Company's financial instruments that are exposed to concentration of credit
risk is cash.  Additionally, the Company maintains cash balances in bank deposit
accounts,  which,  at  times,  may  exceed  federally  insured  limits.

CASH  AND  CASH  EQUIVALENTS

The  Company  considers  all  highly  liquid  investments with maturity of three
months  or  less  when  purchased  to  be  cash  equivalents.

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.
<PAGE>
FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  carrying  amounts  of  financial  instruments  including  cash,  accounts
receivable,  accounts  payable and accrued expenses approximate fair value as of
December  31,  2002,  as  a  result  of  the  relatively short maturity of these
instruments.

REVENUE  RECOGNITION

The  Company  has  adopted  the  SEC  Staff Accounting Bulletin  (SAB) No. 101 -
Revenue  Recognition  in  Financial  Statements as its formal guidelines for the
recognition  of  revenue.  The  effect of this adoption has had no effect on the
financial statements because the Company has thus far been a "development stage"
corporation  and  has  had  no  sales  to  date.

The  Company  will  provide  an  online interactive retail shopping mall for the
general  public.  Customers  will  be able to shop via vie the internet and have
access  to a variety of products for both their business and personal needs.  In
addition,  individuals  and  organizations  will also be allowed to open virtual
stores  on  the  Companies site to allow outside customers to buy their products
through  them.  In  return  the  owners  of  the  virtual  stores will receive a
commission  on  the gross sales price. The purpose of this feature is to enhance
the  Companies market by enticing each store to address their potential customer
base  to  purchase  products  through  them.

Revenue  from product sales is recognized when the products are delivered to the
Companies  vendors  for  delivery  to  the  customer

LONG-LIVED  ASSETS

The  Company  reviews  its  long-lived  assets for impairment whenever events or
changes  in circumstances indicate that the carrying amount of the asset may not
be recovered.  The Company looks primarily to the undiscounted future cash flows
in  its  assessment  of whether or not long-lived assets have been impaired.  At
December  31,  2001  and  December  31, 2002 the Company determined there was no
impairment.

NET  LOSS  PER  SHARE

The  Company  computes  net  loss per share in accordance with the provisions of
SFAS  No.  128,  "Earnings per Share" ("SFAS 128"). Under the provisions of SFAS
128,  basic  earnings  per share (EPS) is computed by dividing the net loss from
operations  for  the  period  by  the  weighted  average number of common shares
outstanding  for  the  period.  Diluted EPS reflects the potential dilution that
could  occur  from  common  stock  issuable  through  stock  based  compensation
including stock options, restricted stock awards, warrants and other convertible
securities.  Diluted  EPS  is  not  presented  since the effect is antidilutive.

Pro forma net loss per share is calculated by dividing the pro forma net loss by
the  weighted  average  number  of  common  shares
<PAGE>
RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS

The  Company  does  not  believe that any recently issued, but not yet effective
accounting  standards,  have  a  material  effect  on the Company's consolidated
financial  position,  results  of  operations  or  cash  flows.

INCOME  TAXES

The  Financial  Accounting Standards Board (FASB) issued Statements of Financial
Accounting Standards (SFAS) No 109 "Accounting for Income Taxes", which requires
companies to use the asset and liability method of accounting form income taxes.
Under  the  asset and liability method, deferred income taxes are recognized for
the  tax  consequence of temporary differences by applying enacted statutory tax
rates  applicable  to future year's differences between the financial statements
carrying  amounts and the tax basis of existing assets and liabilities. Pursuant
to  SFAS  No.  109,  the  effect  on  deferred taxes of a change in tax rates is
recognized  in  income in the period that includes the enactment date. Under the
deferred  method, deferred taxes were recognized using the tax applicable to the
year  of  the  calculation  and  were not adjusted for subsequent changes in tax
rates.

NOTE  2  -  FIXED  ASSETS

Fixed  Assets are stated at cost less accumulated depreciation. Expenditures for
ordinary  maintenance  and  repairs are charged to operations as incurred. Major
additions  and  improvements are capitalized using the straight-line method over
the  estimated  useful  life of the asset. The Company has elected to capitalize
the  costs  related  to the development its software following the guidelines of
the  AICPA's  Statement of Position (SOP) 98-1 which states that application and
development cost associated with the purchase or development of software that is
for the internal use of a company, shall be capitalized and depreciated over the
estimated useful life of the software. For the year ended December  31, 2002 the
Company  had  not  recognized  amortization  expense  related  to  the  software
development,  since  the  product  was  still  in  the design stages and not yet
available  for  use  by  the  company.



NOTE  2  -  FIXED  ASSETS  (CONTINUED)
                                           2002               2001     Estimated
                                           ----               ----     Useful
                                                                       Life
                                                                       ----

          Software Development         $  180,890         $  13,500    5 yrs
          Computers and peripherals        34,979                 0    3-5yrs
                                       ----------         ---------
          Total                           215,869            13,500
          Less: Accumulated Depreciation    3,523                 0
                                       ----------         ---------

          Net  Fixed  Assets           $  212,346         $  13,500
                                       ----------         ---------
<PAGE>

NOTE  3  -  STOCKHOLDERS'  EQUITY

The Company has authorized 25,000,000 share of common stock and 5,000,000 shares
of  preferred stock at a par value of $0.001 per share for common and $0.001 per
share  for  preferred.  As of the date of these financial statements none of the
preferred  stock  has  been  issued. The Board approved issuing several  private
offering  of  common  stock  pursuant to the exemptions of the Securities Act of
1933 Rules 504 and/or 506 of Regulation D,  in order to raise operating capital.
The  following  schedule reflects the adjusted price per share after the 1 for 2
reverse  split  subsequent  to  December  31,  2002.

The  Private  offering  took  place  as  follows:
                                   PRICE PER        SHARES            CAPITAL
                                     SHARE                          CONTRIBUTION
                                     -----                          ------------

          April  6,  1999         $  0.02         1,050,000       $    21,000
          September  30,  2002       2.00           456,700           913,400
          October  30,  2002         2.00           147,825           295,600

The  Company  also  issued  additional  common  shares  on  the following dates:

          FY December 31, 2001        .20           251,258            50,252
          February  2002             2.00            40,000            80,000
          June  28,  2002            2.00            17,500            35,000


NOTE  4  -  INCOME  TAXES

The tax effect of loss carry forwards and the valuation allowance that give rise
to  deferred  tax  assets  are  as  follows:

                                   DECEMBER 31,    DECEMBER 31,     DECEMBER 31,
                                      2002             2001              2000
                                      ----             ----              ----

Net operating loss carry forwards  $  737,347      $  3,688          $  2,644

Tax benefit at federal statutory
rate of 15%                        $  110,602      $    553          $    397
Increases in valuation allowance   (  110,602)     (    553)           (  397)
                                   -----------     ---------         ---------
Deferred  tax  assets              $      -0-      $     -0-         $     -0-

<PAGE>
                                  I Sites, Inc.
                          (A Development State Company)
                        Notes To The Financial Statements
                                December 31, 2002


As  of  December  31,  2002,  the  Company had net operating loss carry forwards
available  to  offset  future  taxable  income  of approximately $110,602, which
expire  in various years through 2021. The Company uses the lowest marginal U.S.
corporate  tax  rate  of  15%  to determine deferred tax amounts and the related
valuation allowance because the Company had no taxable earnings through December
31,  2002.

NOTE  5  -  COMMITMENTS

In  September  2002,  the  company  entered into a one-year agreement with Pyxis
Technology  Solutions,  Ltd pursuant to which they agreed to provide the company
with software maintenance development.  Additionally, Pyxis has agreed to assist
the company in adding vendor products to our database.  The  agreement calls for
the  company  to  pay  Pyxis  a  minimum  of  $6,000  a  month for its services.

The  Company  leases office space on a month-to-month basis, therefore there are
no  future  minimum  obligations  for  future  lease  costs.

Rent expense charged to operation under the operating lease was $27,139 and $218
for  the  years  ended  December  31,  2002  and December 31, 2001 respectively.

NOTE  6  -  RELATED  PARTIES

As of December 31, 2002, ISites was the major customer of IMI, Inc., a marketing
vendor  for  the  Company,  with  all  other  customers  of  IMI representing an
insignificant amount of its total revenue. In addition the principals of IMI own
2.5% of the outstanding stock of the Company. The fees received by the marketing
company  during  fiscal  year  December  31,  2002,  approximated  $174,000.

NOTE  7  -  GOING  CONCERN

The Company's financial statements have been prepared on the assumption that the
Company  will continue as a going concern, although, the Company has incurred an
accumulated  deficit as a result of its development stage activities. Management
anticipates  to be in the position to begin offering services in the near future
thus  generating  a positive cash flow and reducing the accumulated deficit. The
financial  statements  do  not  include any adjustments necessary if the Company
becomes  unable  to  continue  operations  for  any  reason.

NOTE  8  -  SUBSEQUENT  EVENT

On  February 10, 2003 the Board of Directors approved a reverse stock split of 1
for  2  shares  of  common  stock  at  a par value of $.001 per share. The above
Financial  Statements  and  Notes  to  Financial  Statements reflect the changes
resulting  from  the  reverse  split.