SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[x]     Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the fiscal year ended June 30, 2004

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
 Exchange Act of 1934
For the transition period from                          to

Commission File Number 0-27799
CIK Number 0001092797

                              RUSSIAN ATHENA, INC.

              (Exact name of small business issuer in its charter)

                         DELAWARE                                     33-0619531

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

                 24351 Pasto Road, Suite B
                 Dana Point, California                                 92629
           (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:               (949) 489-2400
                                                             -------------------

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

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par
                                                                   value $.001
                                                             ----------------

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

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

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

           The aggregate market value of the voting stock held by non-affiliates
of the  registrant  as of June 30,  2004 was not  determinable  since the Common
Stock was not traded.

           The number of shares  outstanding  of the issuer's  classes of Common
Stock as of June 30, 2004:

Common Stock, $.001 Par Value - 13,600,000 shares

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE


<PAGE>


                                     PART I

Item 1.   DESCRIPTION OF BUSINESS

General

         On November 18, 2001,  Russian  Athena,  Inc.  formerly  known as Marin
Technologies, Inc., a publicly reporting corporation formed in April 1994 solely
to seek  for and make an  acquisition,  acquired  rights  to  certain  satellite
technology for  exploitation  in Eastern Europe and changed its name to Myercom,
Inc. Russian Athena was unable to find practicable market to this technology and
abandoned  this  business.   Subsequently,   management  began  to  explore  the
possibility of opening a marriage agency in Eastern  Europe.  The Company's name
was changed to "Russian Athena, Inc." to reflect the new business. We operate in
Russia under our wholly owned Russian  subsidiary,  "Ruskaya  Afina" which means
(Russian Athena).

The "Mail Order Bride" Industry

         The term "Mail Order Bride" is a misnomer.  No one to our  knowledge in
modern times has merely ordered himself a bride via the internet or catalog. The
modern  foreign  bride  industry  is a  product  of  the  internet  facilitating
international  communication.  Russian  Athena  is part of the  internet  dating
phenomenon.  Our male customers  generally are from the United  States,  Canada,
Western  Europe,  Australia  and New Zealand.  In this annual report we refer to
these men as "Western" men eventhough not all are from the West.  Most women who
seek for  international  grooms are from Asia,  Latin America or Eastern Europe.
Our agency operates in the Russian  Federation,  which is the principal  country
for the  Eastern  Europe  women  seeking  marriage  to  foreigners.  Russia  has
population of approximately 135 million people.

         There have been many  reasons  advanced  for the desire of the  Russian
woman to seek a husband  abroad.  Better  economic  conditions and the perceived
better  ability and  predisposition  of a western man to sustain a marriage  and
raise a family are often given as reasons by the women  themselves.  Western men
who seek for brides in Eastern Europe do so for a variety of reasons,  including
beauty, higher educational standards,  and the perceived higher interest of such
women in family life.  The  popularity  of internet  dating  attests to the fact
that, in any  population,  there will always be a certain  percentage of persons
who for whatever reason believe they cannot find their soul mate where they live
or through conventional channels.

Services Offered

         Revenues in the industry  primarily  consist of address sales, fees for
introductions,  tours, including lodging and travel assistance, email forwarding
and translating (to and from Russian to Western languages),  and flower and gift
delivery.  Russian Athena will not offer traditional tours, where a small number
of men meet hundreds of women in a group setting.  Instead, we will sell contact
information  (postal  address  and, if the lady  consents,  telephone  and email
addresses)  and  offer  men the  opportunity  to use our  email  forwarding  and
translation  service.  Postal mail to and from Russian is slow, requiring two to
four weeks each way for  delivery.  Most of our ladies will not speak English or
other Western  European  languages,  so the letters will be  translated  between
Russian and the man's native language.

         The  software  which we  utilize is  designed  so that a man writes his
letter to the lady online.  The letter is forwarded by email to the office where
the lady lives,  and is translated by the local staff into Russian.  The lady is
contacted by telephone and the letter is usually hand delivered the same day, or
she comes to the office to receive  it. If she  wishes to  correspond,  the lady
writes a reply and gives it to our staff either by mail or personal visit to the
local office,  where it is translated and emailed to her correspondent.  In some
cities we may mail the letter to the lady instead of hand delivery, depending on
the size of the city and the efficiency of public transportation.

         If the man  decides  to visit one of our office  locations  to meet the
lady in person, we can arrange a visa invitation and  accommodations in a rented
apartment.  We will rent apartments for our clients from non-affiliated persons.
Our agency also can supply interpreter service, airport pick-up and drop-off and
other travel  support.  All  services  will be paid by credit card on our secure
site. Ladies pay nothing for our services.

Marketing and Service Standards

         We have  entered  into a contract  with World  Digital  Network,  which
markets  for a network  of  agencies  similar  to our own known as the  Angelika
network.  We will  market our  services  through the  internet  at our  proposed
website, RussianAthena.com.  We will also link to RussianAthena.com at an agency
website,  athenaagency.com,  operated by our management in Ukraine. In addition,
more than 20 Angelika network sites such as angelika.net,  bluesapphires.net and
onetruelove.net  market our ladies. As a result of the Angelika network,  we can
receive revenue immediately upon posting the profiles of our first ladies in the
cities we open.

         Our  contract  with WDN  requires us to adhere to certain  standards of
service.  All ladies must personally sign up for our service and submit proof of
identity and marital status.  (Russian passports contain up-to-date civil status
information.)  Married women are not allowed to join. We do not provide services
to married men when we can  ascertain  their  marital  status.  Original  signed
correspondence  from each lady must be maintained on file for two years to prove
the lady herself wrote the letters,  and scanned copy of this  correspondence is
sent to the male client together with the  translation.  Ladies who move away or
who fail to maintain  interest in looking for a spouse  abroad are removed  from
the website.  Two employees of WDN devote full time to auditing  compliance with
these and other standards of conduct.

         Financial requests by lady clients or meretricious solicitations by our
male clients is forbidden and result in the denial of service. We are a marriage
agency and any conduct not in keeping with that premise is not tolerated.

Intellectual Property

         The software on which our website is based is used under a license from
WDN. WDN holds a copyright on all data  relating to our ladies,  pursuant to its
contract. Our website - specific features are copyrighted by us.

         From  time to time  unauthorized  persons  can and will  misappropriate
data,  including  photographs  of our ladies from our website,  in order to sell
their contact  information on competing  websites.  Copyright  protection is not
effectively  enforceable  against  such  persons  in Russia  who  infringe.  Our
strategy for combating  such fraud is to expose it on the internet  community in
the various  interest group lists  catering to men seeking a foreign bride.  The
oldest and best known of such list is the RWL, located at Maelstrom.stjohns.edu,
but the  Russian  women  guide at  rwguide.com  and the  Russian  woman  list on
yahoogroups.com also have many subscribers.

Competition

         There  are  hundreds  of  marriage  agencies  specializing  in  Eastern
European  women.  The  largest  are  Anastasia,   A  Foreign  Affair,   European
Connections,  and the Angelika network of agencies of which we are a member.  We
will also  compete  to some  extent  with  Athena,  which is  controlled  by our
president but only operates in Ukraine and not Russia.  We believe our principal
competitive  advantage  over the three non  Angelika  competitors  is quality of
service,  the fact that our ladies are verified current and actively looking for
a spouse,  and the reputation for integrity which we believe attaches to members
of the Angelika network.

Government Regulation

         Washington  State law requires  that  international  marriage  agencies
obtain marital and criminal history from Washington residents prior to releasing
ladies' contact  information to male customers.  The lady is then to be provided
with this  information so she can decide whether to correspond  with or meet the
man. We intend to comply with this law. A bill has been  introduced  in Congress
which seeks to implement the same requirements  throughout the United States. If
implemented,  this law will  likely  reduce  our  revenues  because  there is no
standardized  readily  determinable  procedure whereby our U.S. male clients can
obtain  official  information  in the 50  states  regarding  their  marital  and
criminal history, and because compliance with stifle impulse sales.

Athena Ukraine

         Our  president,  Jehu Hand,  controls  Athena  Marriage  Agency and its
Ukrainian  subsidiary,  Afina  International.  Athena  operates seven offices in
Ukraine,  separately from Russian  Athena.  Mr. Hand intends to link the website
for Russian Athena and Athena and to market them jointly to male  customers.  It
is not expected that Athena  (Ukraine) will provide any  administrative  support
services (such as bookkeeping and programming  services) to Russian Athena,  but
if such  services are provided it will be at the same rates that Athena  charges
to perform such services to other members of the Angelika  network.  Mr. Hand is
not  involved  in the day to day  Russian  or  Ukrainian  operations  of  either
company,  but concentrates  his efforts on marketing to male customers.  He does
not  believe he will be subject to any  conflict  of  interest  between  the two
companies  although they to some extent are competitors.  Any marketing expenses
incurred in support of both  companies  will be allocated  based on the relative
number of active  female  customers on each  website.  As of September 30, 2004,
Athena had approximately 3,500 active ladies and Russian Athena had 90.

Employees

         We have no employees other than our one officer,  who devotes 5 hours a
week to Russian Athena, one in-country supervisor,  who works full time, and two
full time  Russian  employees.  We plan to seek two full time  employees in each
branch office.

Legal Proceedings.

         Russian Athena is not a party to any pending legal proceeding.

Item 2.   DESCRIPTION OF PROPERTY

         We currently  share about 200 square feet of office  space  provided by
our president and Athena in Dana Point, California,  and intend to locate office
space in each of our Russian  locations in the near future.  We don't believe we
will have great  difficulty in locating such  facilities.  We think the existing
office space provided by our president will be adequate for the next year. It is
located  within  driving  distance of Los Angeles and has a full  complement  of
photocopy and  telecommunications  services. We also rent office space in Sochi,
Russia for $550 per month on a month to month basis.

Item 3.   LEGAL PROCEEDINGS

 Not Applicable.

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

 No matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year ended June 30, 2004.


                                     PART II


Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's  Common Stock has not traded.  As of June 30, 2004, there
were 160 stockholders of record.

Item 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

                  We have received  revenues from  operations  only in September
2004.  We opened our first  office in Sochi,  Russia in July 2004 and  commenced
receiving   revenues  in   September   2004.   The  Sochi  office  is  also  our
administrative  headquarters,  where payment,  bookkeeping  and  programming are
centralized. The opening costs for Sochi were $12,217 including advance rent and
other lease acquisition costs, computer equipment,  furniture and fixtures,  and
local  advertising.  Sochi has an office manager and a translator on staff,  for
total  salaries of $1,350 per month.  Rent and other  expenses is an  additional
$1,350 per month, resulting in total overhead of $2,700 for this office.

         It is management's  experience with another marriage agency it operates
that office revenues are dependent on the number of ladies  registered with each
office  as  potential  brides,  and  ranges  from $3 to $4 per  month  per lady.
Therefore a base of 770 ladies will be necessary to obtain break even for Sochi.

         Our  experience  is that this level of ladies will require about $2,000
in advertising.  Additional  offices will only require a manager and translator,
with total monthly  salary and office costs of $800,  with 300 ladies needed for
break even and opening  costs of $6,500 per office  after the initial  office is
opened in Sochi.  We have hired an in-country  manager at a salary of $1,000 per
month to open the  offices  and  supervise  them.  As of the date of this annual
report, no other employees have been hired.

         Based on  management's  experience  in  operating a marriage  agency in
Ukraine,  we expect that  through June 30, 2005 we can open a total of 6 offices
(Sochi  plus  five  additional  offices)  for  $45,000  total  budget.  We  have
identified 50 cities in Russia where we intend to open offices.  Opening a total
of  50  offices  will  require  approximately  $328,000  in  capital,  including
internally  generated  funds, and we believe will result in revenues of $100,000
per month. We also estimate that other annual general and  administrative  costs
related to being public will be $22,000.

         Russian Athena has funds on hand for  operations and expansion  through
June 30, 2005.  After June 30, 2005, we believe that internally  generated funds
or additional equity investments totaling $300,000 will be necessary to complete
expansion.  If we received all the  funding,  we can open four offices per month
commencing  on April 1, 2006.  If we do not receive  all the outside  funding we
need, we will be limited to using internally generated funds and will require up
to several years to open all our offices.

         We do not have any agreements or understandings with respect to sources
of capital.  We have not identified any potential  sources.  It's likely that we
will not be able to raise the entire amount  required  initially,  in which case
our development time will be extended until such full amount can be obtained.

         Information  included in this annual report  includes  forward  looking
statements,  which can be identified by the use of  forward-looking  terminology
such as may, expect, anticipate, believe, estimate, or continue, or the negative
thereof or other variations thereon or comparable terminology. The statements in
"Risk  Factors"  and other  statements  and  disclaimers  in this annual  report
constitute cautionary statements identifying important factors,  including risks
and uncertainties,  relating to the forward-looking  statements that could cause
actual results to differ materially from those reflected in the  forward-looking
statements.

         Since we have not yet  generated  any  revenues,  we are a  development
stage  company as that term is defined in  paragraphs 8 and 9 of SFAS No. 7. Our
activities  to date  have  been  limited  to  seeking  capital;  seeking  supply
contracts  and  development  of a business  plan.  Our auditors have included an
explanatory paragraph in their report on our financial  statements,  relating to
the uncertainty of our business as a going concern, due to our lack of operating
history or current  revenues,  its nature as a start up  business,  management's
limited  experience  and  limited  funds.  We do not believe  that  conventional
financing,  such  as  bank  loans,  is  available  to us due to  these  factors.
Management  believes  that  it will be able to  raise  the  required  funds  for
operations  from one or more  future  offerings,  and to be able to  effect  our
business plan.  However,  Management  believes that Russian  Athena's ability to
raise  significant  amounts of  financing,  including  the  additional  $300,000
required as set forth above, will be dependent on obtaining an initial contract,
and other risks  inherent in the business as discussed  under the caption  "Risk
Factors" may affect the outcome of Management's plans.


Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            The consolidated  financial statements of the Company required to be
            included in Item 7 are set forth in the Financial  Statements Index.
            Its operating deficit is being funded by an officer and director.

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

          The Company's former independent accountant Pritchett,  Siler & Hardy,
P.C.("Pritchett,  Siler & Hardy")  resigned  from that capacity on June 8, 2004.
The  report  by  Pritchett,  Siler & Hardy on the  financial  statements  of the
Company dated October 2, 2001,  including balance sheets as of June 30, 2001 and
2000 and the statements of operations, cash flows and statement of stockholders'
equity  for the years  ended  June 30,  2001 and 2000 and the  period  inception
(April 20, 1994) to June 30, 2001  ("Financial  Statements")  did not contain an
adverse  opinion or a disclaimer of opinion,  or was qualified or modified as to
uncertainty, audit scope or accounting principles.  Pritchett, Siler & Hardy did
not audit the financial statements filed by the Registrant in its Annual Reports
on Form  10-KSB for the years ended June 30, 2002 and 2003 which were filed with
the  Securities  and  Exchange  Commission,  nor  did it  review  the  quarterly
financial  statements  contained in the quarterly reports on Form 10-QSB for the
quarters ended September 30, 2002, December 31, 2002, March 31, 2003,  September
30,  2003,  December  30, 2003 or March 31, 2004 filed with the  Securities  and
Exchange  Commission.  During the period  covered  by the  Financial  Statements
through  the  date  of  resignation  of the  former  accountant,  there  were no
disagreements with the former accountant on any matter of accounting  principles
or practices, financial statement disclosure, or auditing scope or procedure. On
June 8, 2004 the Comapny engaged Mantyla,  McReynolds LLC as its new independent
accountants. Prior to the engagement of Mantyla, McReynolds LLC, the Company did
not consult with  Mantyla,  McReynolds  LLC, on the  application  of  accounting
principles to any specific  transaction nor the type of audit opinion that might
be rendered on the Company's financial statements.  Pritchett, Siler & Hardy was
provided with the disclosure set forth above and provided the Registrant  with a
letter to the effect that they did not disagree with the above statements as far
as they  related  to  Pritchett,  Siler & Hardy.  A copy of  Pritchett,  Siler &
Hardy's letter is filed as an exhibit to this Annual Report.




<PAGE>


                                    PART III

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

Directors and Executive Officers

         The member of the Board of Directors of Russian Athena serves until the
next annual meeting of stockholders,  or until his successors have been elected.
The officer  serves at the pleasure of the Board of Directors.  The following is
the director and executive officer of Russian Athena.

        Jehu Hand    48      Chief Executive and Financial Officer and Director

         Jehu Hand has been President,  Chief Financial Officer and Secretary of
Russian Athena since its  inception.  Mr. Hand has been engaged in corporate and
securities law practice and has been a partner of the law firm of Hand & Hand, a
law  corporation  from  1994  to  1999,  and of  Hand  &  Hand,  a  professional
corporation,  from June 2002 to the present.  He is licensed with the California
State Bar.  He has  traveled to Russia and Ukraine  many  times,  and  currently
travels  there once each month for the  business of Athena and  Russian  Athena.
Hand & Hand was a sole proprietorship until it incorporated as a law corporation
in  May  1994.   From   January   1992  to   December   1992  he  was  the  Vice
President-Corporate  Counsel and Secretary of Biolase  Technology,  Inc.,  which
designs,  manufactures and markets dental lasers and endodontics  equipment.  He
was a director of Biolase from February 1992 to February  1993.  From January to
October,  1992  Mr.  Hand was Of  Counsel  to the Law  Firm of  Lewis,  D'Amato,
Brisbois & Bisgaard.  From January 1991 to January 1992 he was a shareholder  of
McKittrick,  Jackson, DeMarco & Peckenpaugh, a law corporation.  From January to
December 1990 he was a partner of Day,  Campbell & Hand, and was an associate of
its predecessor law firm from July 1986 to December 1989. From 1984 to June 1986
Mr. Hand was an associate  attorney with Schwartz,  Kelm, Warren & Rubenstein in
Columbus, Ohio. Jehu Hand received a J.D. from New York University School of Law
and a B.A.  from Brigham Young  University.  He is a licensed real estate broker
and  is  active  as a  registered  principal  (Series  7,  24 and  63) of  SoCal
Securities, a broker-dealer and member of the National Association of Securities
Dealers, Inc. SoCal Securities will not participate in the offering and does not
make any market in  securities.  He also was a director and  president of Albion
Aviation, Inc. from 2000 to March 2003. He currently devotes 5 hours per week to
Russian Athena.  He is also Chief  Financial  Officer and director of California
Service Stations, Inc.


Code of Ethics

         The Company has not yet adopted a code of ethics  which  applies to the
chief  executive  officer,  or principal  financial  and  accounting  officer or
controller,  or persons performing similar functions due to several factors. The
Company is a small  public  company  whose  shares have not yet traded.  We have
limited  resources and expect to develop a code of ethics by the end of calendar
2004.

Audit Committee Financial Expert

         The  Company  does not have an audit  committee.  The  entire  board of
directors,  which consists of Jehu Hand,  functions as the audit committee.  The
Company does not have a financial expert on its audit committee,  because of the
difficulty  encountered by all small public companies in obtaining outside board
members. We cannot predict when, if ever, we will be able to attract a person to
the board of directors who is a financial expert.

Stock Option Plan

            The  Company,   by   resolution   of  its  Board  of  Directors  and
stockholders,  adopted a 1994 Stock  Option Plan (the "Plan") on April 20, 1994.
The Plan enables the Company to offer an incentive based compensation  system to
employees,  officers and directors and to employees of companies who do business
with the Company.

            In the discretion of a committee comprised of non-employee directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries  or  employees of  companies  with which the Company does  business
become  participants  in the Plan  upon  receiving  grants  in the form of stock
options or restricted  stock.  A total of 2,000,000  shares are  authorized  for
issuance  under the Plan, of which no shares are issuable.  The Company does not
intend to grant  options  until  such time as a merger or  acquisition  has been
consummated.  The  Company  may  increase  the number of shares  authorized  for
issuance  under the Plan or may make other  material  modifications  to the Plan
without  shareholder  approval.  However,  no amendment  may change the existing
rights of any option holder.

            Any shares  which are  subject to an award but are not used  because
the terms and  conditions of the award are not met, or any shares which are used
by participants to pay all or part of the purchase price of any option may again
be used for awards under the Plan. However, shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.

            Stock  options  may be granted  as  non-qualified  stock  options or
incentive  stock  options,  but incentive  stock options may not be granted at a
price  less  than 100% of the fair  market  value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market  value of the
stock as of the date of grant.  Restricted  stock may not be  granted  under the
Plan in connection with incentive stock options.

            Stock options may be exercised  during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability,  whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock  acquired  through the  exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination  of notes,  cash and shares of the Company's  common stock or a
combination  thereof.  Incentive  stock options may only be issued to directors,
officers and employees of the Company.

            Stock options may be granted under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant  contains  the AO  feature  and if a  participant  pays all or part of the
purchase  price of the option with shares of the Company's  common  stock,  then
upon exercise of the option the participant is granted an AO to purchase, at the
fair market value as of the date of the AO grant, the number of shares of common
stock the  Company  equal to the sum of the number of whole  shares  used by the
participant in payment of the purchase price and the number of whole shares,  if
any,  withheld  by the Company as payment for  withholding  taxes.  An AO may be
exercised  between the date of grant and the date of  expiration,  which will be
the same as the date of expiration of the option to which the AO is related.

            Stock appreciation  rights and/or restricted stock may be granted in
conjunction  with, or may be unrelated to stock  options.  A stock  appreciation
right entitles a participant to receive a payment,  in cash or common stock or a
combination  thereof,  in an amount equal to the excess of the fair market value
of the stock at the time of exercise  over the fair market  value as of the date
of grant.  Stock  appreciation  rights may be exercised  during a period of time
fixed by the  Committee not to exceed ten years after the date of grant or three
years after death or disability,  whichever is later.  Restricted stock requires
the  recipient  to  continue  in service as an  officer,  director,  employee or
consultant  for a fixed period of time for  ownership of the shares to vest.  If
restricted  shares or stock  appreciation  rights  are  issued  in  tandem  with
options,  the  restricted  stock or stock  appreciation  right is canceled  upon
exercise of the option and the option will  likewise  terminate  upon vesting of
the restricted shares.


<PAGE>


Item 10. EXECUTIVE COMPENSATION

         . The following table sets forth the cash and all other compensation of
Russian Athena's  executive officers and directors during each of the last three
fiscal  years.  The  remuneration  described  in the table  includes the cost to
Russian  Athena of any benefits  which may be  furnished to the named  executive
officers, including premiums for health insurance and other benefits provided to
such  individual  that are  extended in  connection  with the conduct of Russian
Athena's business.  The executive officer named below did not receive any manner
of compensation in the years set forth below.

         The officer  devotes  most of his time to other  employment  and serves
without compensation.  Upon receipt of at least $100,000 in annual revenues, Mr.
Hand will receive a monthly  salary equal to 1% of annual sales,  all or part of
which may be accrued and unpaid if cash is not available.
<TABLE>
<CAPTION>

                           Summary Compensation Table


                       ANNUAL COMPENSATION                                        LONG TERM COMPENSATION

    Name and                                                   Other Annual          Awards     Payouts         All
    Principal Position      Year     Salary         Bonus      Compensation                                   Other
                                                                              RestrictedSecurities           LTIP
Compensation
                                                                              Stock   Underlying Payouts ($)
                                                                              Awards ($)Options SARs(#)



<S>                        <C>           <C>         <C>           <C>            <C>      <C>         <C>        <C>
 Jehu Hand                 2004          $0          0             0              0        0           0          0
 President                 2003           0          0             0              0        0           0
                           2002           0          0             0              0        0           0          0

</TABLE>


            Directors  currently  receive no  compensation  for their  duties as
directors.


Item 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The  following  table  sets  forth   information   relating  to  the
beneficial  ownership  of Company  common  stock by those  persons  beneficially
holding more than 5% of the Company  capital stock,  by the Company's  directors
and  executive  officers,  and by all of the  Company's  directors and executive
officers as a group. The address of each person is care of the Company.
<TABLE>
<CAPTION>

                                                                                   Percentage
               Name of                           Number of                       of Outstanding
             Stockholder                       Shares Owned                       Common Stock

<S>      <C>                                    <C>                            <C>
Jehu Hand(1)                                    10,200,000                     75%
24351 Pasto Road, Suite B
Dana Point, California 92629

Kimberly Peterson                                1,276,360                    9.4%
24 Calle De La Luna
San Clemente, California 92673

All officers and directors
  as a group (1 person)                         10,200,000                     75%
</TABLE>

(1)  Includes 9,520,000 shares held by a family limited partnership of which Mr.
 Hand controls, as well as 680,000 shares held by an irrevocable trust for
the benefit of his children.  Mr. Hand disclaims beneficial ownership of such
shares.

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On November  18, 2001,  Russian  Athena,  Inc., a Delaware  corporation
formerly known as Marin  Technologies,  Inc. ("Russian Athena") acquired certain
technology from eSat, Inc., as embodied in a patent  application  filed with the
U.S. Patent Office, via Russian Athena's president,  Mr. Jehu Hand, who acquired
this  technology  from eSat in payment  of legal  services  valued at  $180,000.
Russian  Athena had valued these rights at $15,000,  based on an estimate of the
costs of preparing and filing the patent with the US Patent and Trademark Office
and the  international  filing.  Russian Athena  understands that eSat, Inc. had
internal   costs  to  develop  the  patent,   but  has  been  unable  to  obtain
documentation  regarding  such  costs.  Mr. Hand  contributed  the rights to the
technology  to Russian  Athena as a  contribution  to  capital;  he  received no
additional  consideration or shares of common stock for this transfer.  Prior to
this transfer, Russian Athena and eSat had no other affiliation or relationship.
In October 2002 Russian Athena transferred the patent rights to Skyframes, Inc.,
a company of which Mr. Hand was president of until December 2002. Russian Athena
retained  the  perpetual,  royalty  free rights to Russia and the former  soviet
republics  and  satellites.  In exchange  Skyframes  issued to Russian  Athena a
$15,000  promissory  note due on demand and bearing 5% interest.  Russian Athena
has decided not to pursue this  technology  and has written off the note payable
from Skyframes.

         Mr. Hand has  advanced  certain  expenses on behalf of Russian  Athena.
Such amounts totalled $20,533, $16,386, $4,872 and $3,074, respectively, at June
30, 2004,  June 30, 2003,  June 30, 2002 and June 30, 2001 and are  non-interest
bearing.  A private  investment  fund controlled by Mr. Hand,  Arrakis  Select.,
loaned  $50,000 to Russian  Athena on March 31, 2004.  The note is unsecured and
bears  interest at 8%, and is due and payable on July 1, 2005. It is convertible
into 500,000 shares of common stock at maturity.




<PAGE>


                                     PART IV


Item 13.    EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits.  The following exhibits of the Company are included herein.

    Exhibit No.            Document Description

     3.     Certificate of Incorporation and Bylaws

            3.1.      Articles of Incorporation(1)
            3.2       Articles of Amendment (name change to Myercom, Inc.)(3)
            3.3       Bylaws(1)
            3.4       Articles of Amendment (name change to Russian Athena,
                       Inc.)(5)

5.      Opinion of Hand & Hand as to legality of securities being registered.(3)

3.          Material Contracts

            10.1       Stock Option Plan.(1)
            10.2      Patent Assignment to Russian Athena from eSat, Inc.(3)
            10.3      Promissory Note to Arrakis Select.(5)

16.         Changes in and Disagreements with Accountants

            16.1      Letter from Thurman, Shaw & Co., LC.(2)
            16.2      Letter from Pritchett, Siler & Hardy, P.C. .(4)

21.         Subsidiaries of the small business  issuer-Russkaya Afina, a
            Russian corporation,  doing business under  that name.



31.        Financial Statement certification, Jehu Hand, Chief Executive and
           Financial Officer
32.        Sarbanes-Oxley certification, Jehu Hand, Chief Executive and
          Financial Officer

          All other  Exhibits  called for by Rule 601 of Regulation  S-B are not
applicable to this filing.

(1)       Incorporated  by  reference  to such  exhibit  as filed  with  Russian
          Athena's  registration  statement on Form 10-SB,  file number 0-27799,
          filed on October 25, 1999.
(2)       Incorporated  by  reference  to such  exhibit  as filed  with  Russian
          Athena's Current Report on Form 8-K dated September 7, 2001.
(3)       Incorporated  by reference to such exhibit as filed with  Registration
          Statement on Form SB-2,  file no.   333-83388, on  February 26, 2002.
(4)  Incorporated  by reference to such exhibit as filed with the Current Report
on Form 8-K dated June 8, 2004.
(5)       Filed herewith.


        (b)                Reports  on Form 8-K.  - A Current  report on
Form 8-K was filed to report the change of auditors. See Item 12.

Item 14. Controls and Procedures.

  Not Applicable

Item 15. Principal Accountant Fees and Services.

Audit Fees

Our principal accountants,  Mantyla McReynolds LLC billed us $0 and $0 for audit
fees and review of quarterly filings in the fiscal years ended June 30, 2004 and
2003, respectively.

Less than 50% of the hours  expended  by our  auditors on the audit for the year
ended June 30, 2004 were  performed  by persons  other than  Mantyla  McReynolds
LLC`s permanent full time employees.

There were $0, $0 and $0,  respectively paid in audit related fees, tax fees and
all other fees to Mantyla, McReynolds LLC during the year ended June 30, 2004.

Audit Committees pre-approval policies and procedures.

We do not have an audit committee.  Our engagement of Mantyla McReynolds LLC was
approved  by the Board of  Directors.  No  services  described  in Item  9(e)(2)
through 9(e)(4) of Schedule 14A were performed by our auditors.


<PAGE>


                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on December 1, 2004.


                                                           RUSSIAN ATHENA,  INC.


                                                           By:    /s/ Jehu Hand
                                                                  Jehu Hand
                                           President and Chief Financial Officer

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities on December 1, 2004.


By  /s/ Jehu Hand President  (principal  executive  officer),   Chief  Financial
         Jehu Hand                               Officer (principal financial
                                           and  accounting officer) and Director


<PAGE>

                                               RUSSIAN ATHENA, INC.
                                                (fka Myercom, Inc.)
                                           [A Development Stage Company]

                                               Financial Statements

                                        [WITH INDEPENDENT AUDITORS' REPORT]

                                                   June 30, 2004


<PAGE>

<TABLE>
<CAPTION>

                                               RUSSIAN ATHENA, INC.
                                                (fka Myercom, Inc.)
                                           [A Development Stage Company]



                                                 Table of Contents

<S>                                                                                                            <C>
Report of Independent Registered Public Accounting Firm                                                        1

Balance Sheet - June 30, 2004                                                                                  2

Statements of Operations for the years ended June 30, 2004 and 2003 and for the
period from Inception [April 20, 1994] through June 30, 2004                                                   3

Statement of Stockholders' Equity for the period from Inception [April 20,
1994] through June 30, 2004                                                                                    4

Statements of  Cash Flows for the years ended June 30, 2004 and June 30,  2003
and for the period from Inception [April 20, 1994] through June 30, 2004                                       5

Notes to Financial Statements                                                                               6-11
</TABLE>



<PAGE>


                                                         2




                        Report of Independent Registered Public Accounting Firm



The Board of Directors and Shareholders
Russian Athena, Inc.

We have audited the  accompanying  balance sheet of Russian Athena,  Inc., as of
June 30, 2004, and the related statements of operations,  stockholders'  equity,
and cash flows for the years  ended June 30,  2004 and 2003,  and for the period
from  Inception  [April  20,  1994]  through  June  30,  2004.  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 the standards of the Public  Company
Accounting Oversight Board (United States). 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 financial  position of Russian Athena,  Inc., as of
June 30, 2004,  and the results of operations and cash flows for the years ended
June 30,  2004 and 2003,  and for the period  from  Inception  [April 20,  1994]
through  June 30, 2004,  in  conformity  with  accounting  principles  generally
accepted in the United States of America. The accompanying  financial statements
have been  prepared  assuming the Company will continue as a going  concern.  As
discussed in Note D to the  financial  statements,  the Company has  accumulated
losses since inception and has not had significant  operations  since Inception.
These  issues 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 D. The financial statements do not include any adjustment that might result
from the outcome of this uncertainty.

/s/ MANTYLA McREYNOLDS
MANTYLA McREYNOLDS
Salt Lake City, Utah
September 15, 2004

                                             F-1
<PAGE>

<TABLE>
<CAPTION>



                                               RUSSIAN ATHENA, INC.
                               (fka MYERCOM, INC.)
                          (A Development Stage Company)
                                  Balance Sheet
                                  June 30, 2004
                                                            ASSETS



CURRENT ASSETS
<S>                                                                           <C>
     Cash and Cash Equivalents                                                $          8,365
      Deposit                                                                              250
     Marketable Securities [Note F]                                                     32,966

     Total Current Assets                                                     $         41,581

Property and equipment, net                                                                 --

     TOTAL ASSETS                                                             $         41,581
                                                                              ================

                                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                         $            787
     Accrued Interest [Note E]                                                           1,000
     Shareholder loan [Note E]                                                          20,533
     Note Payable [Note E]                                                              50,000
                                                                              ----------------

     Total Current Liabilities                                                          72,320

STOCKHOLDERS' EQUITY
     Preferred Stock, $0.001 par value; 1,000,000 shares
       authorized; no shares issued and outstanding                           $             --

     Common Stock, $0.001 par value; 200,000,000 shares
       authorized; 13,600,000 shares issued and outstanding                             13,600

Additional paid in capital                                                               2,415
Deficit accumulated during the development stage                                      (45,251)
Accumulated unrealized gains (losses)                                                  (1,503)

Total Stockholders' Equity                                                            (30,739)

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         41,581

</TABLE>





                                  See accompanying notes to financial statements

                                                  F-2
<PAGE>

<TABLE>
<CAPTION>

                                               RUSSIAN ATHENA, INC.
                                                      (fka Myercom, Inc.
                          (A Development Stage Company)

                                                   STATEMENTS OF OPERATIONS
             For the years ended June 30, 2004 and 2003, and for the
                                 Period from Inception (April 20, 1994) through June 30, 2004


                                                                                                      CUMULATIVE
                                                                                                   FROM INCEPTION
                                                                                                  (April 20, 1994)
                                                                                                      To
                                                        2004             2003                    June 30, 2004
                                                        ----             ----                    -------------

<S>                                         <C>                    <C>                        <C>
REVENUES                                    $             --       $             --           $            --

General and Administrative                            11,671            11,632                         45,024
                                            ----------------       ------------                  ------------

Net Income (Loss) from operations                   (11,671)           (11,632)                       (45,024)

Other Income (Expenses)
  Interest Income                                         4                 --                              4
  Interest Expense                                   (1,000)                --
(1,000)
  Dividend Income                                       770                 --                            770

Total Other Income (Expense)                           (226)                --                           (226)
                                            ----------------       -------------                   ----------


Net Income (Loss) Before Taxes                      (11,897)            (11,632)                    (45,250)

Provision for Income Taxes                              --                   --                          --
                                               -------------       ------------                   -----------


Net Income                                          (11,897)            (11,632)                    (45,250)
                                            ================       ============              ===============

Other Comprehensive Income (Loss)
Unrealized Gain (Loss) on Securities [Note F]        (1,503)                 --                      (1,503)
                                             ---------------      --------------             ---------------

Total Comprehensive Income                          (13,401)               (11,632)                  (46,754)
                                            ================       ================           ===============

Income (Loss) Per Share                     $         (0.01)       $         (0.01)           $        (0.01)
                                            ================       ================           ===============

Weighted Average Shares                           13,600,000             13,600,000                13,600,000
                                            ----------------       ----------------           ---------------



</TABLE>







                                  See accompanying Notes to Financial Statements
                                                            F-3
<PAGE>
<TABLE>
<CAPTION>
                                                  RUSSIAN ATHENA, INC.
                                                (fka Myercom, Inc.)
                                           [A Development Stage Company]
                                      Statement of Stockholders' Equity/(Deficit)
                         For the Period from Inception (April 20, 1994) through June 30, 2004
                                                                                                                   Total
                         Preferred                                           Additional                        Stockholders'
                          Shares      Preferred     Common        Common       Paid-in     Accum.   Unrealized    Equity/
                          Issued        Stock    Shares Issued     Stock       Capital     Deficit     Loss      (Deficit)
<S>                         <C>      <C>           <C>          <C>           <C>        <C>         <C>        <C>
BALANCE, April 20, 1994        -     $      -      $       -    $      -      $      -   $       -   $      -   $       -
Issuance of 13,600,000 shares
  of common stock for cash of
  $1,015, or $.00007 per share,
  April 20, 1994               -            -      13,600,000     13,600      (12,585)           -          -       1,015

Net loss for the period
 ended June 30, 1994           -            -              -           -             -        (42)          -        (42)
                          ------     --------      ---------    --------      --------   ---------   --------   ---------
BALANCE, June 30, 1994         -            -      13,600,000     13,600      (12,585)        (42)          -         973

Net loss for the year ended
  June 30, 1995                -            -              -           -             -       (338)          -       (338)
                          ------     --------      ---------    --------      --------   ---------   --------   ---------
BALANCE, June 30, 1995         -            -      13,600,000     13,600      (12,585)       (380)          -         635

Net loss for the year ended
  June 30, 1996                -            -              -           -             -       (320)          -       (320)
                          ------     --------      ---------    --------      --------   ---------   --------   ---------
BALANCE, June 30, 1996         -            -      13,600,000     13,600      (12,585)       (700)          -         315

Net loss for the year ended
  June 30, 1997                -            -              -           -             -       (314)          -       (314)
                          ------     --------      ---------    --------      --------   ---------   --------   ---------
BALANCE, June 30, 1997         -            -      13,600,000     13,600      (12,585)     (1,014)          -           1

Net loss for the year ended
  June 30, 1998                -            -              -           -             -       (312)          -       (312)
                          ------     --------      ---------    --------      --------   ---------   --------   ---------
BALANCE, June 30, 1998         -            -      13,600,000     13,600      (12,585)     (1,326)          -       (311)

Net loss for the year ended
  June 30, 1999                -            -              -           -             -       (790)          -       (790)
                          ------     --------      ---------    --------      --------   ---------   --------   ---------
BALANCE, June 30, 1999         -            -      13,600,000     13,600      (12,585)     (2,116)          -     (1,101)

Net loss for the year ended
  June 30, 2000                -            -              -           -             -     (1,134)          -     (1,134)
                          ------     --------      ---------    --------      --------   ---------   --------   ---------
BALANCE, June 30, 2000         -            -      13,600,000     13,600      (12,585)     (3,250)          -     (2,235)

Net loss for the year ended
  June 30, 2001                -            -              -           -             -       (947)          -       (947)
                          ------     --------      ---------    --------      --------   ---------   --------   ---------
BALANCE, June 30, 2001         -            -      13,600,000     13,600      (12,585)     (4,197)          -     (3,182)

Contribution of Patent         -            -              -           -        15,000           -          -      15,000

Net loss for the year ended
  June 30, 2002                -            -              -           -             -    (17,524)          -    (17,524)
                          ------     --------      ---------    --------      --------   ---------   --------   ---------
BALANCE, June 30, 2002         -            -      13,600,000     13,600         2,415    (21,721)          -     (5,706)

Net loss for the year ended
  June 30, 2003                -            -              -           -             -    (11,632)          -    (11,632)
                          ------     --------      ---------    --------      --------   ---------   --------   ---------
BALANCE, June 30, 2003         -            -      13,600,000     13,600         2,415    (33,353)          -    (17,338)

Net loss for the year ended
  June 30, 2004                -            -              -           -             -    (11,897)    (1,503)    (13,401)
                          ------     --------      ---------    --------      --------   ---------   --------   ---------
BALANCE, June 30, 2004         -     $      -      13,600,000   $ 13,600      $  2,415   $(45,250)   $(1,503)   $(30,739)
                          ------      -------      ----------    -------       -------    -------    --------   ---------
</TABLE>


                                  See accompanying notes to financial statements
                                                       F-4
<PAGE>
<TABLE>
<CAPTION>

                                               RUSSIAN ATHENA, INC.
                                                      (fka Myercom, Inc.
                                                (A Development Stage Company)

                                                   STATEMENTS OF CASH FLOWS
                                        For the years ended June 30, 2004 and 2003, and for the
                                 Period from Inception (April 20, 1994) through June 30, 2004

                                                                                                           CUMULATIVE
                                                                                                         FROM INCEPTION
                                                                                                          (April 20, 1994)
                                                                                                                To
                                                             2004                     2003               June 30, 2004
                                                             ----                     ----               -------------

Cash Flows From Operating Activities:
<S>                                                 <C>                        <C>                     <C>
  Net Income (Loss)                                 $       (11,897)           $      (11,632)         $      (45,250)

    Adjustments to reconcile net loss to net cash
    used for operating activities:
    Contribution of research and development                     --                       --                   15,000
    (Increase) in Prepaid Expenses                              (35)                      --                     (250)
    Increase (decrease) in accounts payable                    (460)                     199                      787
    Increase (decrease) in accrued interest                   1,000                       --                    1,000
    Increase (decrease) in related party payable              4.228                   11,433                   20,533
                                                       ------------               ----------         ----------------

Net Cash Provided (Used) by Operating Activities             (7,165)                      --                   (8,180)

Cash Flows From Investing Activities:

Purchase of Securities                                     (32,967)                       --                  (32,967)
                                                       ------------               ----------        -----------------

Net Cash Provided (Used) by Investing Activities           (32,967)                       --                 (32,967)

Cash Flows From Financing Activities:
   Proceeds from sale of common stock                           --                        --                   1,015
  Proceeds from Note Payable                                50,000                        --                  50,000
                                                       ------------               ----------        -----------------


Net Cash Provided (Used) by Financing Activities            50,000                        --                  51,015

Effect of unrealized gain or loss on
Cash and Cash Equivalents                                   (1,503)                       --                 (1,503)
                                                      -------------               -----------        -----------------

Net Increase (Decrease) in Cash                              8,365                        --                  8,635

Beginning Cash Balance                                         --                         --                     --
                                                   ----------------          ----------------        -----------------

Ending Cash Balance                              $          8,365            $            --         $         8,365
                                                   ================          ================         ===============

Supplemental disclosures
    Cash paid for interest                       $           --              $            --         $         --
    Cash paid for income taxes                                --                          --                   --
</TABLE>

    See accompanying notes to financial statements

                                                F-5
<PAGE>
                                               RUSSIAN ATHENA, INC.
                                                (fka Myercom, Inc.)
                                           [A Development Stage Company]
                                           Notes to Financial Statements
                                                   June 30, 2004

NOTE A   Summary of Significant Accounting Policies

                  Organization

         Russian Athena, Inc. [fka Myercom,  Inc.] ("the Company") was organized
         under  the laws of the  State of  Delaware  on April  20,  1994 for the
         purpose of seeking out business opportunities,  including acquisitions.
         The Company is  considered a  development  stage  company as defined in
         Statement of Financial Accounting Standards ("SFAS") No. 7. The Company
         will  be  very  dependent  on the  skills,  talents  and  abilities  of
         management  to   successfully   implement  its  business  plan.   Since
         inception, the Company's activities have been limited to organizational
         matters and  development  of its business  plan.  The Company has begun
         operations  in Russia;  setting  up  preliminary  operations  for their
         planned bride  services  there.  The Company has, at present time,  not
         paid any  dividends  and any  dividends  that may be paid in the future
         will depend upon the  financial  requirements  of the Company and other
         factors.

         Statement of Cash Flows

         For purposes of the Statement of Cash Flows, the Company  considers all
         highly  liquid  debt  investments  purchased  with a maturity  of three
         months or less to be cash  equivalents.  The  Company had cash and cash
         equivalents totaling $8,365 as of June 30, 2004.

         Loss Per Share

         The  computation  of loss per  share is based on the  weighted  average
         number of shares outstanding during the period, presented in accordance
         with Statement of Financial Accounting Standards No. 128, "Earnings Per
         Share".

         Income Taxes

         The Company applies Statement of Financial  Accounting  Standard (SFAS)
         No. 109,  "Accounting  for Income  Taxes," which requires the asset and
         liability  method  of  accounting  for  income  taxes.  The  asset  and
         liability method requires that the current or deferred tax consequences
         of all events,  recognized in the financial statements,  be measured by
         applying the  provisions of enacted tax laws to determine the amount of
         taxes payable or refundable currently or in future years. (See Note C)


                                   F-6
<PAGE>



                                               RUSSIAN ATHENA, INC.
                                                (fka Myercom, Inc.)
                                           [A Development Stage Company]
                                           Notes to Financial Statements
                                                   June 30, 2004

NOTE A   Summary of Significant Accounting Policies [continued]

         Revenue Recognition

         The Company  recognizes  revenues in accordance with the Securities and
         Exchange Commission,  Staff Accounting Bulletin (SAB) No. 104, "Revenue
         Recognition in Financial  Statements." SAB 104 clarifies application of
         U.S. generally accepted accounting  principles to revenue transactions.
         The Company shall recognize revenue from fees as earned,  which is when
         addresses are sold,  introductions are made, tours or travel assistance
         is provided,  e-mail  forwarding and translation is complete,  or other
         services or products are  delivered  to the  customer.  Currently,  the
         Company has no revenue generating operations.

         Use of Estimates in Preparation of Financial Statements

         The  preparation  of  financial  statements  in  conformity  with  U.S.
         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.

         Investments

         The  Company's  investments  comprise  money  market  funds and  equity
         securities.  These  investments  are  held  in the  custody  of a major
         financial institution. At June 30, 2004, the Company's investments were
         classified as available-for-sale. These investments are recorded in the
         Balance  Sheets at fair  value.  Unrealized  gains and  losses on these
         investments are included as a separate  component of accumulated  other
         comprehensive income, net of tax. [See Note F]

         Fair Value Financial Instruments

         The fair values of accounts  receivable,  prepaid expenses and accounts
         payable,   accrued  expenses,   and  notes  payable  are  estimated  to
         approximate  the  carrying  values  at June 30,  2004 due to the  short
         maturities of such instruments.

                                   F-7
<PAGE>


                                               RUSSIAN ATHENA, INC.
                                                (fka Myercom, Inc.)
                                           [A Development Stage Company]
                                           Notes to Financial Statements
                                                   June 30, 2004

         Recently Enacted Accounting Standards

         In  December  2002,  the FASB  issued  SFAS  No.  148,  Accounting  for
         Stock-Based Compensation-Transition and Disclosure. SFAS No. 148 amends
         SFAS  No.  123 to  provide  alternative  methods  of  transition  for a
         voluntary  change to the fair  value  based  method of  accounting  for
         stock-based employee compensation. In addition, SFAS No. 148 amends the
         disclosure   requirements   of  SFAS  No.  123  to  require   prominent
         disclosures in both annual and interim  financial  statements about the
         method of accounting  for  stock-based  employee  compensation  and the
         effect of the method used on reported  results.  The provisions of SFAS
         No. 148 are  effective for  financial  statements  for fiscal years and
         interim   periods  ending  after  December  15,  2002.  The  disclosure
         provisions  of SFAS No. 148 have been  adopted by the Company (See 1994
         Stock Option Plan in Note B).

         SFAS No. 150,  Accounting for Certain  Financial  Instruments with
Characteristics  of both Liability and
         Equity  ("SFAS No.  150") was issued in May 2003.  SFAS No. 150
 establishes  standards  for how an issuer
         classifies and measures certain financial  instruments with
characteristics  of both liability and equity
         in its  statement of financial  position.  The adoption of SFAS No.
 150 did not have a material  impact on
         the Company's Consolidated Financial Statements.

         In November 2002,  the Financial  Accounting  Standards  Board ("FASB")
         issued Financial  Accounting Standards Board Interpretation No. ("FIN")
         45, Guarantor's Accounting and Disclosure  Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others, which requires
         the  guarantor  to  recognize  as a  liability  the  fair  value of the
         obligation  at  the  inception  of  the   guarantee.   The   disclosure
         requirements  in FIN 45  are  effective  for  financial  statements  of
         interim or annual periods  ending after  December 15, 2002.  Management
         believes  the  Company  has  no  guarantees  that  are  required  to be
         disclosed in the financial statements.  The recognition  provisions are
         to be  applied  on a  prospective  basis  to  guarantees  issued  after
         December 31, 2002. The adoption of the recognition provisions of FIN 45
         did not have a material impact on the Company's financial statements.

         In January 2003, the FASB issued FIN No. 46,  Consolidation of Variable
         Interest  Entities,  an interpretation of Accounting  Research Bulletin
         ("ARB")  No. 51. FIN No. 46, as  revised in  December  2003,  addresses
         consolidation by business  enterprises of variable  interest  entities.
         FIN No. 46 applies  immediately to variable  interest  entities created
         after January 31, 2003, and to variable  interest  entities in which an
         enterprise  obtains an interest  after that date. FIN No. 46 applies in
         the first year or interim  period  ending after  December 15, 2003,  to
         variable  interest  entities  in which an  enterprise  holds a variable
         interest that it acquired  before February 1, 2003. The adoption of FIN
         No.  46 did not  have a  material  impact  on the  Company's  financial
         statements.


                                        F-8
<PAGE>
                                               RUSSIAN ATHENA, INC.
                                                (fka Myercom, Inc.)
                                           [A Development Stage Company]
                                           Notes to Financial Statements
                                                   June 30, 2004

NOTE B   Stock

         Preferred Stock

         The Company has  authorized  1,000,000  shares of  preferred  stock,
 $0.001 par value,  with such rights,
         preferences  and  designations  to be issued in such series as
 determined  by the Board of  Directors.  No
         shares are issued and outstanding at June 30, 2004.

         Common Stock

         The Company has authorized 20,000,000 shares of common stock with a par
         value  of  $0.001.   On  April  20,  1994,  in   connection   with  its
         organization,  the Company issued  13,600,000  shares of its previously
         authorized, but un-issued common stock. The shares were issued for cash
         of $1,015 (or $0.00007  per share).  The shares  outstanding  have been
         adjusted for a 13.6 for one forward stock split in fiscal 2002.

         1994 Stock Option Plan

         On April 20, 1994, the Company  adopted the 1994 Stock Option Plan. The
         plan  provides for the granting of awards of up to 2,000,000  shares of
         common stock to officers, directors, employees, advisors, and employees
         of other  companies that do business with the Company as  non-qualified
         and qualified stock options. The Stock Option Committee of the Board of
         Directors  determines  the option price,  which cannot be less than the
         fair  market  value at the date of the grant or 110% of the fair market
         value if the  recipient of the grant holds 10% or more of the Company's
         common stock.  The price per share of shares subject to a Non-Qualifies
         option  cannot  be less  than 85% of the  fair  market  value.  Options
         granted under the plan will typically expire ten years from the date of
         the grant (five years if the  recipient  of the grant holds 10% or more
         of the Company's common stock on the date of the grant) or three months
         after  termination of employment.  As of June 30, 2004, no options have
         been granted.







                                        F-9
<PAGE>

                                               RUSSIAN ATHENA, INC.
                                                (fka Myercom, Inc.)
                                           [A Development Stage Company]
                                           Notes to Financial Statements
                                                   June 30, 2004

NOTE C   Accounting for Income Taxes

         No provision has been made in the financial statements for income taxes
         because the  Company  has  accumulated  losses  from  operations  since
         Inception.  Any deferred tax benefit  arising from the  operating  loss
         carried forward is offset entirely by a valuation allowance since it is
         currently not likely that the Company will be  sufficiently  profitable
         in the near future to take advantage of the losses.
<TABLE>
<CAPTION>

         Deferred Tax Assets                                                  Balance        Tax        Rate

<S>                                                          <C>              <C>           <C>           <C>
                  Federal Loss carryforward (expires through 2024)            47,292        7,094         15%
                  Valuation Allowance                                                     (7,094)
                                                                                          -------
                  Deferred Tax Asset                                                          --
                                                                                     ------------
</TABLE>

         The allowance has increased $2,091 from $5,003 as of June 30, 2004.

NOTE D   Liquidity

         The accompanying  financial statements have been prepared in conformity
         with  generally  accepted  accounting  principles,   which  contemplate
         continuation  of the Company as a going concern.  However,  the Company
         has accumulated  losses since Inception  totaling  $46,754,  and has no
         operations  as of June 30,  2004.  Further,  the  Company  has  current
         liabilities  in excess of current  assets.  Financing for the Company's
         limited  activities,  to date,  have  been  provided  primarily  by the
         issuance  of  stock  and  by  advances   from  a  related   party,   or
         shareholders.  These factors raise  substantial doubt about the ability
         of the Company to continue as a going concern.

         Management is proposing to raise any necessary  additional  funds,  not
         provided by operation, through loans or through additional sales of its
         common stock or through a possible  business  combination  with another
         company.  There is no assurance  that the Company will be successful in
         raising this additional capital or achieving profitable operations. The
         financial  statements do not include any adjustments  that might result
         from the outcome of these uncertainties.

NOTE E   Related Party Transactions

         Management Compensation

         For years  ended June 30,  2004 and 2003,  the  Company did not pay any
         compensation to any officer or director of the Company.

                                        F-10
<PAGE>

                                               RUSSIAN ATHENA, INC.
                                                (fka Myercom, Inc.)
                                           [A Development Stage Company]
                                           Notes to Financial Statements
                                                   June 30, 2004

NOTE E   Related Party Transactions [continued]

         Office Space

         The  Company  has not had a need to rent  office  space in the U.S.  An
         officer/shareholder  of the Company is allowing  the Company to use his
         offices as a mailing address, as needed, at no expense to the Company.

         Shareholder Loan

         During the years ended June 30, 2004 and 2003,  an  officer/shareholder
         of the Company  directly paid expenses  totaling  $4,228 and $11,434 on
         behalf  of the  Company.  At  June  30,  2004,  the  Company  owed  the
         shareholder $20,533. No interest is being accrued on the payable.

         Note Payable

         In March 2004, the Company  received loan proceeds from a lender who is
         controlled  by an  officer/shareholder  of the Company.  As of June 30,
         2004,  the Company owed the related  party  $50,000 in principal on the
         note and $1,000 in accrued  interest.  The Company issued a convertible
         promissory note in the amount of $50,000.  The lender has the right, at
         maturity  (July 1, 2005),  to convert the principal sum and all accrued
         interest  into a number of shares of common  stock of the  Company at a
         price of $.01 per share, or book value per share,  which ever is lower.
         The  following  summarizes  the Company's  indebtedness  as of June 30,
         2004:

         Convertible Promissory Note, interest at 8%, payable in
         Lump sum payment, originally due July 1, 2005           $        50,000

                                    Total                        $        50,000
                                                                 ---------------

NOTE F   Marketable Securities
<TABLE>
<CAPTION>

         The components of Marketable Securities are as follows:
                                                                                                      Available
                                                             Unrealized    Unrealized    Recorded     for Sale
                                               Cost Basis       Gains        Losses        Basis     Securities
<S>                                                 <C>                       <C>           <C>          <C>
         Common Stock & Equivalents                 34,470            --      (1,503)       32,967       32,967
                                               -----------   -----------  -----------   ----------   ----------

                  Totals                            34,370            --      (1,503)       32,967       32,967
                                               -----------   -----------  -----------   ----------   ----------


</TABLE>

                                             F-11