UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended April 30, 2003
                                              --------------


                        Commission file number: 000-27333
                                                ---------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15 OF THE SECURITIES  EXCHANGE ACT OF
     1934

                                AKID CORPORATION
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


                                    COLORADO
          -------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)


                                   84-1493150
                      ------------------------------------
                      (I.R.S. Employer Identification No.)


               16200 WCR 18E, Loveland, Colorado         80537
               --------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)


                     Issuer's telephone number: 970-635-0346
                                                ------------

           Securities Registered Under Section 12(b) of the Act: None


                    Securities Registered Under Section 12(g)
                     of the Act: Common Stock, No Par Value
                    -----------------------------------------
                                (Title of Class)

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

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

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

The  aggregate  market value of the voting stock held by  non-affiliates  shares
(215,000 of $.01 par value Common  Stock) was $0 as of June 15, 2003.  The stock
price  for  computation  purposes  was  $-0-,  based on the fact  that  there is
presently no Market for the Company's securities.  This value is not intended to
be a  representation  as to the  value or worth of the  Registrant's  shares  of
Common Stock. The number of shares of  non-affiliates of the Registrant has been
calculated by subtracting  shares held by persons affiliated with the Registrant
from outstanding shares.

The number of shares  outstanding  of the  Registrant's  Common  Stock as of the
latest practicable date, June 15, 2003 was 1,230,000 shares.

<PAGE>

                             INDEX TO ANNUAL REPORT
                                 ON FORM 10-KSB

                                                                            Page
                                                                            ----

PART I

     Item 1.  DESCRIPTION OF BUSINESS                                         1

     Item 2.  DESCRIPTION OF PROPERTY                                         8

     Item 3.  LEGAL PROCEEDINGS                                               8

     Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             8

PART II.

     Item 5.  MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED
              STOCKHOLDER MATTERS                                             8

     Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
              OF OPERATION                                                    9

     Item 7.  FINANCIAL STATEMENTS                                           F-1

     Item 8.  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE                                            9

PART III

     Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
              PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
              EXCHANGE ACT                                                   10

     Item 10. EXECUTIVE COMPENSATION                                         10

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

     Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 11

     Item 13. EXHIBITS AND REPORTS ON FORM 8-K                               11

SIGNATURES                                                                   12

CERTIFICATION                                                                13

                                        i
<PAGE>


                                     PART I

The matters  addressed in this report on Form 10-KSB,  with the exception of the
historical information presented,  contain forward-looking  statements involving
risks and  uncertainties.  The Company's actual results could differ  materially
from  those  anticipated  in these  forward-looking  statements  as a result  of
certain  factors,  including  those  factors  set  forth in the  Description  of
Business section (Item 1) and elsewhere in this report.

Item 1. DESCRIPTION OF BUSINESS

(a)  History of the Company

Akid Corporation (the "Company" or the "Registrant"), is a Colorado corporation.
Our principal business address is 16200 WCR 18E,  Loveland,  Colorado 80537. Our
phone number is 970-635-0346.

We were  organized  under the laws of the State of  Colorado on April 9, 1998 to
engage in any lawful  corporate  undertaking,  including  selected  mergers  and
acquisitions.

Our only  activity  to date has been to attempt to locate and  negotiate  with a
business entity for the merger of that target company into our Company.

(b)  Current Operations

Our  current   operations  consist  solely  of  seeking  merger  or  acquisition
candidates.

We will attempt to locate and negotiate with a business entity for the merger of
that target company into the Company or a wholly owned subsidiary of the Company
formed for the purpose of such a merger. In certain instances,  a target company
may wish to become a subsidiary of the Company or may wish to contribute  assets
to the Company  rather than merge.  No assurances  can be given that the Company
will be  successful in locating or  negotiating  a  transaction  with any target
company.

We have attempted to provide a method for a foreign or domestic  private company
to become a reporting  ("public")  company  whose  securities  are qualified for
trading in the United States secondary market.

We believe  there are certain  perceived  benefits to being a reporting  company
with a class of publicly-traded securities.  These benefits are commonly thought
to include the following:

*    the ability to use registered securities to acquire assets or businesses; *
     increased visibility in the marketplace;

*    ease of borrowing from financial institutions;

*    improved stock trading efficiency;

*    shareholder liquidity;

*    greater ease in subsequently raising capital;

*    compensation of key employees through stock options;

*    enhanced corporate image;

*    a presence in the United States capital market.

Target  companies  interested  in a business  combination  with the  Company may
include the following:

                                       -1-
<PAGE>

*    a company for whom a primary  purpose of becoming  public is the use of its
     securities for the acquisition of other assets or businesses;

*    a company which is unable to find an  underwriter  of its  securities or is
     unable to find an underwriter of securities on terms acceptable to it;

*    a company  which  desires to become public with less dilution of its common
     stock than would occur upon an underwriting;

*    a company which believes that it will be able to obtain investment  capital
     on more favorable terms after it has become public;

*    a foreign  company  which may wish an initial  entry into the United States
     securities market;

*    a special situation  company,  such as a company seeking a public market to
     satisfy  redemption  requirements  under a qualified  Employee Stock Option
     Plan;

*    a company seeking one or more of the other mentioned  perceived benefits of
     becoming a public company.

A business  combination with a target company will normally involve the transfer
to the target company of the majority of the issued and outstanding common stock
of the Company,  and the election by the target  business of its own  management
and board of directors.

The proposed  business  activities  described  herein  classify the Company as a
"blank check"  company.  The Securities and Exchange  Commission and many states
have enacted statutes,  rules and regulations limiting the sale of securities of
blank check companies. At the present time, there is no market for the Company's
securities.

(c) Risks Related to the Plan of Operation

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

WE HAVE NO RECENT OPERATING HISTORY, NO OPERATING REVENUES,  AND WE HAVE MINIMAL
ASSETS.  The Company has had no  operations  nor any  revenues or earnings  from
operations.  The Company has only limited  assets and financial  resources.  The
Company  will,  in  all   likelihood,   sustain   operating   expenses   without
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination. This may result in the Company incurring a net operating loss which
will  increase   continuously  until  the  Company  can  consummate  a  business
combination  with a target  company.  There is no assurance that the Company can
identify such a target company and consummate such a business combination.

THE SPECULATIVE NATURE OF OUR PROPOSED OPERATIONS.  The success of the Company's
proposed  plan of  operation  will depend to a great  extent on the  operations,
financial  condition and  management of the  identified  target  company.  While
management   intends  to  seek  business   combinations   with  entities  having
established operating histories, there can be no assurance that the Company will
be successful in locating  candidates  meeting such  criteria.  In the event the
Company completes a business combination the success of the Company's operations
may be dependent upon the management, operations, and

                                       -2-
<PAGE>


financial condition of the target company, and numerous other factors beyond the
Company's control.

THERE  IS  A  SCARCITY  OF  AND  COMPETITION  FOR  BUSINESS   OPPORTUNITIES  AND
COMBINATIONS.   The  Company  is  and  will  continue  to  be  an  insignificant
participant in the business of seeking mergers with and acquisitions of business
entities.  A large number of established and well-financed  entities,  including
venture capital firms, are active in mergers and acquisitions of companies which
may be merger or acquisition target candidates for the Company.  Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company. Consequently, the Company will be at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully completing a business combination.

WE HAVE NO AGREEMENT  FOR ANY BUSINESS  COMBINATION  OR OTHER  TRANSACTION.  The
Company has no arrangement,  agreement or understanding with respect to engaging
in a merger with or acquisition of a business entity.  There can be no assurance
the Company will be successful in identifying and evaluating  suitable  business
opportunities  or in  concluding  a  business  combination.  Management  has not
identified any particular  industry or specific  business within an industry for
evaluation  by the Company.  There is no  assurance  the Company will be able to
negotiate a business  combination on terms favorable to the Company. The Company
has not established a specific length of operating  history or a specified level
of earnings,  assets, net worth or other criteria which it will require a target
business  opportunity to have achieved to consider a business  combination  with
it.  Accordingly,  the  Company  may enter  into a business  combination  with a
business entity having no significant operating history,  losses,  limited or no
potential for earnings,  limited  assets,  negative net worth or other  negative
characteristics.

OUR MANAGEMENT HAS ONLY A LIMITED TIME COMMITMENT TO THE COMPANY.  Our president
has several  business  interests and will devote a limited amount of his time to
the  Company's  business.  While seeking a business  combination,  our president
anticipates  devoting up to ten hours per month to the  business of the Company.
The Company's president has not entered into a written employment agreement with
the Company and he is not expected to do so in the foreseeable  future.  We have
not  obtained  key man life  insurance  on our  president.  Notwithstanding  the
combined  limited  experience and time commitment of our president,  loss of the
services of this individual would adversely affect  development of the Company's
business and its likelihood of continuing operations.

OUR SOLE OFFICER AND DIRECTOR MAY HAVE  CONFLICTS OF INTEREST  WITH THE BUSINESS
OF OUR COMPANY.  The Company's sole officer and director  participates  in other
business ventures which may result in conflicts of interest and non- arms length
transactions  arising in the  future.  Management  has adopted a policy that the
Company will not seek a merger with, or acquisition  of, any entity in which any
member of management serves as an officer, director or partner, or in which they
or their family members own or hold any ownership interest.

BEING A REPORTING COMPANY COMPLICATES AND COULD DELAY AN ACQUISITION.
Section 13 of the Securities  Exchange Act of 1934 (the "Exchange Act") requires
us to provide  certain  information  about  significant  acquisitions  including
certified  financial  statements  for the company  acquired  covering one or two
years,  depending  on  the  relative  size  of the  acquisition.  The  time  and
additional  costs that may be incurred by some target  companies to prepare such
statements may significantly  delay or essentially  preclude  consummation of an
otherwise desirable  acquisition by the Company.  Acquisition  prospects that do
not have or are unable to obtain the required audited statements may not be

                                       -3-
<PAGE>


appropriate  for  acquisition  so  long  as the  reporting  requirements  of the
Exchange Act are applicable.

WE HAVE A LACK OF MARKET RESEARCH AND NO MARKETING ORGANIZATION. We have neither
conducted,  nor have others made  available  to us,  results of market  research
indicating  that market demand exists for the  transactions  contemplated by the
Company.  Moreover, the Company does not have, and does not plan to establish, a
marketing  organization.  Even in the event demand is identified for the type of
merger or  acquisition  contemplated  by the Company,  there is no assurance the
Company will be successful in completing any such business combination.

CERTAIN  REGULATIONS MAY APPLY TO OUR  OPERATIONS.  Although the Company will be
subject to regulation  under the Exchange Act,  management  believes the Company
will not be subject to  regulation  under the  Investment  Company  Act of 1940,
insofar as the  Company  will not be engaged in the  business  of  investing  or
trading in securities. In the event the Company engages in business combinations
which result in the Company holding passive investment  interests in a number of
entities,  the  Company  could be subject  to  regulation  under the  Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment  company and could be expected to incur  significant  registration
and  compliance  costs.  We have not  obtained a formal  determination  from the
Securities  and Exchange  Commission  as to the status of the Company  under the
Investment  Company Act of 1940. If we inadvertently  violate such Act, we could
be subjected to material adverse consequences.

THERE WILL BE A CHANGE IN  MANAGEMENT.  A  business  combination  involving  the
issuance of the  Company's  common  stock  will,  in all  likelihood,  result in
shareholders  of a  target  company  obtaining  a  controlling  interest  in the
Company.  Any such business  combination  may require our  Management to sell or
transfer all or a portion of the  Company's  common  stock held by them,  and to
resign as directors and officers of the Company. The resulting change in control
of the Company will likely result in removal of the present officer and director
of  the  Company  and  a  corresponding  reduction  in  or  elimination  of  his
participation in the future affairs of the Company.

THE  PLAN  OF  OPERATION  PROVIDES  FOR  SUBSTANTIAL  DILUTION  TO OUR  EXISTING
SHAREHOLDERS  AS A RESULT OF A MERGER.  Our plan of  operation  is based  upon a
business  combination  with a business  entity which,  in all  likelihood,  will
result in the  Company  issuing  securities  to  shareholders  of such  business
entity.  The issuance of previously  authorized and unissued common stock of the
Company would result in a reduction in percentage of shares owned by the present
shareholders  of the Company and would most likely result in a change in control
or management of the Company.

WE MAY NOT BE ABLE TO ENGAGE IN A TAX FREE  ACQUISITION.  We intend to structure
any  business   combination  so  as  to  minimize  the  federal  and  state  tax
consequences to both the Company and the target entity. However, there can be no
assurance that such a business combination will meet the statutory  requirements
of a tax-free  reorganization  or that the  parties  will  obtain  the  intended
tax-free  treatment  upon a  transfer  of stock  or  assets.  A non-  qualifying
reorganization  could result in the  imposition  of both federal and state taxes
which may have an adverse effect on the parties to the transaction and therefore
the transaction itself.

THE  REQUIREMENT  OF  AUDITED  FINANCIAL   STATEMENTS  MAY  DISQUALIFY  BUSINESS
OPPORTUNITIES.  Management  of the Company will require any  potential  business
combination  entity  to  provide  audited  financial  statements.  One  or  more
attractive  prospects  may  choose  to  forego  the  possibility  of a  business
combination  with the Company  rather than incur the  expenses  associated  with
preparing audited financial statements.

                                       -4-
<PAGE>


Such audited  financial  statements  may not be immediately  available.  In such
case,  the  Company  intends  to  obtain  certain  assurances  as to the  target
company's  assets,  liabilities,  revenues and expenses prior to  consummating a
business  combination,   with  further  assurances  that  an  audited  financial
statement  will  be  provided  after  closing  of  such a  transaction.  Closing
documents  relative  thereto  will  include  representations  that  the  audited
financial  statements  will  not  materially  differ  from  the  representations
included in such closing documents.

(d) Plan of Operation

We intend  to merge  with or  acquire a  business  entity  in  exchange  for our
securities.  We have no particular acquisition in mind and have not entered into
any negotiations regarding such an acquisition.

We  anticipate  seeking  out  a  target  business  through  solicitation.   Such
solicitation  may include  newspaper  or magazine  advertisements,  mailings and
other  distributions  to  law  firms,   accounting  firms,  investment  bankers,
financial  advisors and similar  persons,  the use of one or more World Wide Web
sites and similar  methods.  No estimate can be made as to the number of persons
who will be contacted or solicited.  Such persons will have no  relationship  to
management.

We have no full time employees. The Company's president has agreed to allocate a
portion  of his time to the  activities  of the  Company  as a  consultant.  The
president  anticipates  that the business plan of the Company can be implemented
by his devoting  approximately 10 hours per month to the business affairs of the
Company and,  consequently,  conflicts of interest may arise with respect to the
limited time commitment by such officer.

The Company's  president is currently involved with other companies which have a
business  purpose  similar to that of the  Company.  A conflict may arise in the
event that another  blank check  company with which  management is affiliated is
formed and actively seeks a target business.  Management anticipates that target
businesses  will be located for the Company and other blank check  companies  in
chronological  order of the date of formation of such blank check companies.  It
may be that a target  business may be more  suitable for or may prefer a certain
blank  check  company  formed  after  the  Company.  In such  case,  a  business
combination  might be  negotiated  on behalf of the more  suitable or  preferred
blank check company regardless of date of formation.

The  Articles  of  Incorporation  of the  Company  provide  that the Company may
indemnify  officers and/or directors of the Company for  liabilities,  which can
include liabilities arising under the securities laws. Therefore,  assets of the
Company  could be used or attached to satisfy  any  liabilities  subject to such
indemnification.

Our plan is to seek, investigate and, if such investigation warrants, acquire an
interest in a business entity which desires to seek the perceived  advantages of
a corporation which has a class of securities registered under the Exchange Act.
The Company will not restrict its search to any specific business,  industry, or
geographical  location and the Company may participate in a business  venture of
virtually any kind or nature.  This  discussion of the proposed  business is not
meant to be  restrictive  of the  Company's  virtually  unlimited  discretion to
search for and enter into potential business opportunities.

We may seek a business  opportunity with entities which have recently  commenced
operations,  or which wish to utilize the public  marketplace  in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate purposes. The

                                       -5-
<PAGE>


Company may acquire assets and establish  wholly-owned  subsidiaries  in various
businesses or acquire existing businesses as subsidiaries.

We  anticipate  that  the  selection  of a  business  opportunity  in  which  to
participate  will be  complex  and  extremely  risky.  Due to  general  economic
conditions,  rapid  technological  advances  being made in some  industries  and
shortages  of available  capital,  management  believes  that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees,  and providing liquidity for
shareholders and other factors.  Business opportunities may be available in many
different  industries  and at various stages of  development,  all of which will
make  the  task of  comparative  investigation  and  analysis  of such  business
opportunities difficult and complex.

The Company has, and will continue to have,  only limited  capital with which to
provide  the owners of  business  opportunities  with any cash or other  assets.
However,  we believe the  Company  will be able to offer  owners of  acquisition
candidates  the  opportunity  to acquire a controlling  ownership  interest in a
publicly  registered  company  without  incurring  the cost and time required to
conduct an initial public offering. Management has not conducted market research
and is not aware of  statistical  data to support  the  perceived  benefits of a
merger or acquisition transaction for the owners of a business opportunity.

The analysis of new business  opportunities  will be undertaken by, or under the
supervision  of the  Company's  president  who is  not a  professional  business
analyst.  In  analyzing  prospective  business  opportunities,  management  will
consider  such  matters  as  available   technical,   financial  and  managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations,  if any;  prospects  for the future;  nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development,  or  exploration;  specific risk factors not now  foreseeable,  but
which then may be anticipated to impact the proposed  activities of the Company;
the potential for growth or expansion;  the potential for profit;  the perceived
public  recognition  or  acceptance  of  products,  services,  or  trades;  name
identification; and other relevant factors. Management will meet personally with
management  and key  personnel  of the  target  business  entity  as part of its
investigation.  To the extent  possible,  the Company intends to utilize written
reports and personal  investigation to evaluate the above factors.  The Exchange
Act requires that any merger or  acquisition  candidate  comply with all certain
reporting requirements,  which include providing audited financial statements to
be included in the  reporting  filings made under the Exchange  Act. The Company
will not  acquire  or  merge  with  any  company  for  which  audited  financial
statements  cannot be  obtained at or within a  reasonable  period of time after
closing of the proposed transaction.

We will in all likelihood not be experienced in matters relating to the business
of a target  company,  and  management  will  rely  upon its own  experience  in
accomplishing the business purposes of the Company. Therefore, it is anticipated
that outside  consultants or advisors may be utilized to assist us in the search
for and analysis of qualified target companies.

The Company will not restrict its search to any specific  kind of firm,  but may
acquire a venture which is in its preliminary or development stage, one which is
already in operation, or in a more mature stage of its corporate existence.  The
acquired  business may need to seek additional  capital,  may desire to have its
shares publicly traded, or may seek other perceived

                                       -6-
<PAGE>


advantages which the Company may offer.  However, the Company does not intend to
obtain  additional  funds to finance  the  operation  of any  acquired  business
opportunity  until such time as the Company  has  successfully  consummated  the
merger or acquisition transaction.

MANNER OF ACQUISITION

In implementing a structure for a particular business  acquisition,  the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing  agreement with another entity. We also may acquire stock or assets of
an existing  business.  On the consummation of a transaction it is probable that
the present  Management  and  shareholders  of the Company  will no longer be in
control of the Company. In addition,  the Company's  president and director,  as
part of the terms of the  acquisition  transaction,  likely  will be required to
resign and be replaced by one or more new officers and directors  without a vote
of our shareholders.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some  circumstances,  however, as a negotiated element
of a  transaction,  the  Company  may  agree to  register  all or a part of such
securities  immediately  after the  transaction  is  consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it will be undertaken by the surviving  entity after the Company has
entered  into an  agreement  for a business  combination  or has  consummated  a
business  combination  and the  Company is no longer  considered  a blank  check
company.  Until  such time as this  occurs,  the  Company  will not  attempt  to
register  any  additional  securities.  The issuance of  substantial  additional
securities and their potential sale into any trading market which may develop in
the Company's securities may have a depressive effect on that market.

While the actual  terms of a  transaction  to which the  Company  may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition as a "tax-free"  reorganization under Sections
351 or 368 of the Internal Revenue Code of 1986, as amended.

With  respect to any merger or  acquisition,  negotiations  with target  company
management  are  expected to focus on the  percentage  of the Company  which the
target  company  shareholders  would  acquire  in  exchange  for  all  of  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood  hold a substantially  lesser  percentage  ownership  interest in the
Company  following any merger or  acquisition.  The percentage  ownership may be
subject to  significant  reduction  in the event the  Company  acquires a target
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's shareholders at such time.

The  Company  will  participate  in  a  business   opportunity  only  after  the
negotiation and execution of appropriate agreements.  Although the terms of such
agreements  cannot be predicted,  generally such agreements will require certain
representations  and  warranties of the parties  thereto,  will specify  certain
events of default,  will detail the terms of closing  and the  conditions  which
must be satisfied by the parties prior to and after such  closing,  will outline
the manner of bearing  costs,  including  costs  associated  with the  Company's
attorneys and accountants, and will include miscellaneous other terms.

                                       -7-
<PAGE>


We are presently  subject to all of the reporting  requirements  included in the
Exchange Act. Included in these  requirements is the duty of the Company to file
audited  financial  statements  as part of its  Form  8-K to be  filed  with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as the Company's  audited  financial  statements  included in its annual
report  on Form 10-K (or  10-KSB,  as  applicable).  If such  audited  financial
statements are not available at closing, or within time parameters  necessary to
insure the Company's compliance with the requirements of the Exchange Act, or if
the audited financial  statements provided do not conform to the representations
made by the target company,  the closing documents may provide that the proposed
transaction will be voidable at the discretion of the present  management of the
Company.

The Company has adopted a policy that it will not seek an  acquisition or merger
with any  entity in which  the  Company's  officer,  director,  and  controlling
shareholder  or any  affiliate or associate  serves as an officer or director or
holds any ownership interest.

COMPETITION

The  Company  will  remain an  insignificant  participant  among the firms which
engage in the acquisition of business opportunities.  There are many established
venture  capital  and  financial  concerns  which  have  significantly   greater
financial and personnel  resources and technical  expertise than the Company. In
view  of the  Company's  limited  financial  resources  and  limited  management
availability,  the Company may be at a competitive  disadvantage compared to the
Company's competitors.

Item 2. DESCRIPTION OF PROPERTY

The  Company  currently  occupies  offices in the home of its  president,  which
location  also serves as offices for Amery  Coast  Corporation  as well as other
companies. Commencing in March 2003, the Company began paying $100 per month for
the use of the office  facilities.  From  inception  through  February  2003, an
affiliate provided free office space to the Company, on an as needed basis.

Item 3. LEGAL PROCEEDINGS

No legal  proceedings  to which the Company is a party were  pending  during the
reporting  period,  and the Company knows of no legal  proceedings of a material
nature,  pending or threatened,  or judgments  entered against the sole director
and officer of the Company in his capacity as such.

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

The  Company  did not submit any matter to a vote of  security  holders  through
solicitation of proxies or otherwise during the reporting period.

                                     PART II

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

(a)  Principal Market or Markets. The Company's stock has not traded and, at the
     present time, it has no trading symbol.

(b)  Approximate  Number of  Holders of Common  Stock.  The number of holders of
     record of the Company's Common Stock as of June 2003 was approximately 47.

                                       -8-
<PAGE>


(c)  Dividends.  Holders of common stock are entitled to receive such  dividends
     as may be declared by the Company's Board of Directors. No dividends on the
     common stock were paid by the Company  during the periods  reported  herein
     nor does the Company anticipate paying dividends in the foreseeable future.

(d)  Recent Sales of Unregistered Securities. NOT APPLICABLE

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

     Forward-Looking Statements

Certain  statements  contained  in this annual  report on Form 10-KSB  including
without limitation,  statements containing the words "believes,"  "anticipates,"
"estimates," "expects," and words of similar import, constitute "forward-looking
statements."  You  should  not place  undue  reliance  on these  forward-looking
statements. Our actual results and the structure of transactions which may occur
in  the  future  could  differ   materially   from  those   described  in  these
forward-looking  statements for many reasons,  including  those set forth in the
risk factors included herein and for other reasons  including the demands of the
specific  business  entity  with  which  the  company  may  elect to engage in a
transaction.

                                Plan of Operation

See Part I, Item 1., "Description of Business-Plan of Operation."

                         Liquidity and Capital Resources

At April 30, 2003, the Company's  fiscal year end, the Company had cash and cash
equivalents  of $10,643,  reflecting  and increase in cash of $10,643 from April
30, 2002. While the Company has no foreseeable capital commitments,  it also has
no present  expectations of generating any cash flow from operations  until such
time  as  it  may  successfully   complete  the  acquisition  of  the  business,
operations, or assets of an operating entity. At present time, Management has no
plans to raise  additional  funds through  borrowings or the issuance of debt or
equity.

We believe  that our current  cash and  equivalents  will  satisfy our  expected
working capital requirements through fiscal 2004.

Item 7. FINANCIAL STATEMENTS

The report of the independent  auditors on the financial  statements  appears at
Page F-2 and the financial statements and their accompanying footnotes appear at
Pages F-3 through F-10 hereof.  These financial statements and related financial
information required to be filed hereunder are incorporated herein by reference.

Item 8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The  Company  did  not  have  any  disagreements  on  accounting  and  financial
disclosures with its present accounting firm during the reporting period.

                                       -9-
<PAGE>

                                AKID CORPORATION
                          (A Development Stage Company)

                          Index to Financial Statements

                                                                            Page
                                                                            ----

Independent auditors' report .............................................   F-2

Balance sheet, April 30, 2003 ............................................   F-3

Statements of operations, for the years ended April 30, 2003 and 2002,
     and from April 9, 1998 (inception) through April 30, 2003 ...........   F-4

Statement of shareholders' deficit, from April 9, 1998 (inception)
     through April 30, 2003 ..............................................   F-5

Statements of cash flows, for the years ended April 30, 2003 and 2002,
     and from April 9, 1998 (inception) through April 30, 2003 ...........   F-6

Notes to financial statements ............................................   F-7

<PAGE>

                          Independent Auditors' Report

To the Board of Directors and Shareholders
Akid Corporation


We have  audited the balance  sheet of Akid  Corporation  (a  development  stage
company)  as of  April  30,  2003  and the  related  statements  of  operations,
shareholders' equity and cash flows for the years ended April 30, 2003 and 2002,
and for the period from April 9, 1998 (inception)  through April 30, 2003. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Akid Corporation as of April
30, 2003, and the related  statements of operations and cash flows for the years
ended April 30, 2003 and 2002, and for the period from April 9, 1998 (inception)
through  April 30,  2003 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 A to the  financial
statements,  the Company has incurred  operating  losses since inception and has
limited  capital  resources.  These  factors raise  substantial  doubt about the
Company's ability to continue as a going concern.  Management's  plans regarding
those  matters are also  described in Note A. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.



/s/ Cordovano and Harvey, P.C.
------------------------------
Cordovano and Harvey, P.C.
Denver, Colorado
June 9, 2003

                                       F-2
<PAGE>

                                AKID CORPORATION
                          (A Development Stage Company)

                                  Balance Sheet

                                 April 30, 2003

Assets
Cash ..............................................................   $ 10,643
                                                                      ========

Liabilities and Shareholders' Equity
Liabilities:
     Accounts payable .............................................   $    400
     Accrued liabilities ..........................................      1,650
                                                                      --------
                                                  Total liabilities      2,050
                                                                      --------

Shareholders' equity:
     Preferred stock, no par value; 5,000,000 shares authorized;
       -0- shares issued and outstanding ..........................       --
     Common stock, no par value; 20,000,000 shares authorized;
       1,230,000 shares issued and outstanding ....................      2,673
     Additional paid-in capital ...................................     22,215
     Deficit accumulated during development stage .................    (16,295)
                                                                      --------
                                         Total shareholders' equity      8,593
                                                                      --------

                                                                      $ 10,643
                                                                      ========

                 See accompanying notes to financial statements

                                       F-3
<PAGE>

<TABLE>
                                AKID CORPORATION
                          (A Development Stage Company)

                            Statements of Operations
<CAPTION>

                                                                                                        April 9,
                                                                                                          1998
                                                                           For the Years Ended         (inception)
                                                                                 April 30,               Through
                                                                        --------------------------      April 30,
                                                                           2003           2002           2003
                                                                        -----------    -----------    -----------
<S>                                                                     <C>            <C>            <C>
Costs and expenses:
     Stock-based compensation (Note B):
        Organizational costs ........................................   $      --      $      --      $       500
     Compensation ...................................................         2,000           --            2,000
     Rent, related party (Note B) ...................................           200           --              200
     Contributed rent (Note B) ......................................         1,000          1,200          5,900
     General and administrative .....................................         6,183          3,476         22,811
                                                                        -----------    -----------    -----------
                                             Total cost and expenses         (9,383)        (4,676)       (31,411)

Earnest money deposit (Note E) ......................................        15,000           --           15,000
Interest income .....................................................          --             --              116
                                                                        -----------    -----------    -----------
                                Net income/(loss) before income taxes         5,617         (4,676)       (16,295)

Income taxes (Note C) ...............................................          --             --             --
                                                                        -----------    -----------    -----------

                                                    Net income/(loss)   $     5,617    $    (4,676)   $   (16,295)
                                                                        ===========    ===========    ===========

Basic and diluted income/(loss) per common share ....................   $      0.00    $     (0.00)
                                                                        ===========    ===========
Basic and diluted weighted average common
     shares outstanding .............................................     1,230,000      1,230,000
                                                                        ===========    ===========
</TABLE>
                 See accompanying notes to financial statements

                                       F-4
<PAGE>

<TABLE>
                                AKID CORPORATION
                          (A Development Stage Company)

                        Statement of Shareholders' Equity
<CAPTION>


                                                                                          Deficit
                                                                                        Accumulated
                                                         Common Stock       Additional  During the
                                                     ---------------------   Paid-In    Development
                                                       Shares     Amount     Capital       Stage       Total
                                                     ---------   ---------   ---------   ---------    ---------
<S>                                                  <C>         <C>         <C>          <C>         <C>
Beginning balance, April 9, 1998 .................        --     $    --     $    --     $    --      $    --
April 1998, common stock issued in exchange for
    services and in connection with organizing the
    Company (Note B) .............................   1,000,000         500        --          --            500
Contributed rent (Note B) ........................        --          --           100        --            100
Net loss for the period ended April 30, 1998 .....        --          --          --          (688)        (688)
                                                     ---------   ---------   ---------   ---------    ---------
                           BALANCE, APRIL 30, 1998   1,000,000         500         100        (688)         (88)

May 1998, common stock issued for cash,
    net of $127 of offering costs (Note A) .......     230,000       2,173        --          --          2,173
Contributed rent (Note B) ........................        --          --         1,200        --          1,200
Net loss for year ended April 30, 1999 ...........        --          --          --        (2,653)      (2,653)
                                                     ---------   ---------   ---------   ---------    ---------
                           BALANCE, APRIL 30, 1999   1,230,000       2,673       1,300      (3,341)         632

Contributed rent (Note B) ........................        --          --         1,200        --          1,200
Net loss for year ended April 30, 2000 ...........        --          --          --        (8,574)      (8,574)
                                                     ---------   ---------   ---------   ---------    ---------
                           BALANCE, APRIL 30, 2000   1,230,000       2,673       2,500     (11,915)      (6,742)

Contributed rent (Note B) ........................        --          --         1,200        --          1,200
Net loss for year ended April 30, 2001 ...........        --          --          --        (5,321)      (5,321)
                                                     ---------   ---------   ---------   ---------    ---------
                           BALANCE, APRIL 30, 2001   1,230,000       2,673       3,700     (17,236)     (10,863)

Contributed rent (Note B) ........................        --          --         1,200        --          1,200
Net loss for year ended April 30, 2002 ...........        --          --          --        (4,676)      (4,676)
                                                     ---------   ---------   ---------   ---------    ---------
                           BALANCE, APRIL 30, 2002   1,230,000       2,673       4,900     (21,912)     (14,339)

February 2003, forgiveness of debt by majority
   shareholder (Note B) ..........................        --          --        16,315        --         16,315
Contributed rent (Note B) ........................        --          --         1,000        --          1,000
Net income for year ended April 30, 2003 .........        --          --          --         5,617        5,617
                                                     ---------   ---------   ---------   ---------    ---------
                           BALANCE, APRIL 30, 2003   1,230,000   $   2,673   $  22,215   $ (16,295)   $   8,593
                                                     =========   =========   =========   =========    =========
</TABLE>
                 See accompanying notes to financial statements

                                       F-5
<PAGE>

<TABLE>
                                AKID CORPORATION
                          (A Development Stage Company)

                            Statements of Cash Flows
<CAPTION>
                                                                                               April 9,
                                                                                                 1998
                                                                                              (inception)
                                                                     For the Years Ended       Through
                                                                         April 30,             April 30,
                                                                       --------------------    --------
                                                                           2003      2002        2003
                                                                       --------    --------    --------
<S>                                                                    <C>         <C>         <C>
Cash flows from operating activities:
     Net income/(loss) .............................................   $  5,617    $ (4,676)   $(16,295)
     Transactions not requiring cash:
        Common stock issued for services ...........................       --          --           500
        Office space contributed by an affiliate (Note B) ..........      1,000       1,200       5,900
        Forgiveness of debt by related party (Note B) ..............     16,315        --        16,315
        Changes in operating assets and operating liabilities:
           Accounts payable and accrued liabilities ................    (12,289)      3,476       2,050
                                                                       --------    --------    --------
                           Net cash provided by operating activities     10,643        --         8,470
                                                                       --------    --------    --------

Cash flows from financing activities:
     Proceeds from sale of common stock ............................       --          --         2,300
     Payments for offering costs ...................................       --          --          (127)
                                                                       --------    --------    --------
                           Net cash provided by financing activities       --          --         2,173
                                                                       --------    --------    --------

                                                  Net change in cash     10,643        --        10,643
Cash, beginning of period ..........................................       --          --          --
                                                                       --------    --------    --------

                                                 Cash, end of period   $ 10,643    $   --      $ 10,643
                                                                       ========    ========    ========

Supplemental  disclosure of cash flow  information:
    Cash paid during the period for:
        Interest ...................................................   $   --      $   --      $   --
                                                                       ========    ========    ========
        Income taxes ...............................................   $   --      $   --      $   --
                                                                       ========    ========    ========
</TABLE>

                 See accompanying notes to financial statements

                                       F-6
<PAGE>


                                AKID CORPORATION

                          (A Development Stage Company)

                          Notes To Financial Statements


Note A: Organization and summary of significant accounting policies

Organization

Akid Corporation (the "Company") was  incorporated,  by an affiliate,  under the
laws of Colorado on April 9, 1998 to engage in any lawful corporate undertaking.
The Company is a development  stage  enterprise in accordance  with Statement of
Financial  Accounting Standard (SFAS) No. 7 and is a "blank check" company.  The
Company's business plan is to evaluate, structure and complete a merger with, or
acquisition of, a privately owned corporation.

The  Company  has  been in the  development  stage  since  inception  and has no
revenue-producing operations to date.

On February 21, 2003, the Company, Corporate Management Services ("CMS") and Mr.
James Wiegand executed a common stock purchase agreement (the "Agreement").  Mr.
Wiegand purchased 750,000 shares of the Company's common stock, previously owned
by CMS, and effectively took over control of the Company.

On February 21, 2003, pursuant to the Agreement, CMS forgave the $16,315 owed by
the  Company  (see  Note  B).  The  debt  forgiveness  was  accounted  for  as a
contribution to capital as the parties are related.

Going concern

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course of  business.  As shown in the  accompanying
financial statements,  the Company is a development stage company with losses of
$16,295 since inception and limited capital  resources at April 30, 2002.  These
factors,  among others, may indicate that the Company will be unable to continue
as a going concern for reasonable period of time.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's continuation
as a going  concern is dependent  upon its ability to generate  sufficient  cash
flow to meet  its  obligations  on a  timely  basis  and  ultimately  to  attain
profitability.   The  Company  intends  to  seek   additional   funding  through
shareholder advances and equity offerings to fund its business plan. There is no
assurance that the Company will be successful in acquiring  advances and raising
additional funds.

Summary of significant accounting policies

Cash equivalents

For  financial  accounting  purposes  and the  statements  of cash  flows,  cash
equivalents  include  all  highly  liquid  debt  instruments  purchased  with an
original  maturity of three months or less. The Company had no cash  equivalents
at April 30, 2003.

                                       F-7
<PAGE>

                                AKID CORPORATION
                          (A Development Stage Company)

                          Notes To Financial Statements


Fair value of financial instruments

The  Company  has  determined,   based  on  available  market   information  and
appropriate   valuation   methodologies,   the  fair  values  of  its  financial
instruments  approximate  carrying  values.  The  carrying  amounts  of  current
liabilities approximate fair value.

Use of estimates

The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principals  requires  management  to  make  estimates  and
assumptions  that affect  certain  reported  amounts of assets and  liabilities;
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. Accordingly, actual results could differ from those estimates.

Income Taxes

The Company  reports income taxes in accordance  with SFAS No. 109,  "Accounting
for Income Taxes",  which requires the liability method in accounting for income
taxes. Deferred tax assets and liabilities arise from the difference between the
tax basis of an asset or  liability  and its  reported  amount on the  financial
statements.  Deferred tax amounts are determined by using the tax rates expected
to be in effect  when the taxes will  actually be paid or refunds  received,  as
provided under currently enacted law. Valuation  allowances are established when
necessary  to reduce the  deferred  tax  assets to the  amounts  expected  to be
realized.  Income  tax  expense or  benefit  is the tax  payable or  refundable,
respectively,  for the period plus or minus the change  during the period in the
deferred tax assets and liabilities.

Earnings (loss) per common share

Basic  earnings  per share is computed by dividing  income  available  to common
shareholders  (the  numerator) by the  weighted-average  number of common shares
(the denominator) for the period.  The computation of diluted earnings per share
is similar to basic earnings per share, except that the denominator is increased
to  include  the  number  of  additional  common  shares  that  would  have been
outstanding if potentially dilutive common shares had been issued.

At April 30,  2003,  there was no variance  between  basic and diluted  loss per
share as there were no potentially dilutive common shares outstanding.

Organization costs

Costs related to the organization of the Company have been expensed as incurred.

Stock-based compensation

SFAS No.  123,  "Accounting  for  Stock-Based  Compensation"  permits the use of
either a "fair value based method" or the  "intrinsic  value method"  defined in
Accounting  Principles  Board  Opinion  25,  "Accounting  for  Stock  Issued  to
Employees" (APB 25) to account for stock-based compensation arrangements.

                                       F-8

<PAGE>

                                AKID CORPORATION
                          (A Development Stage Company)

                          Notes To Financial Statements


Companies  that  elect to use the  method  provided  in APB 25 are  required  to
disclose pro forma net income and pro forma earnings per share  information that
would have resulted from the use of the fair value based method. The Company has
elected  to  continue  to  determine  the  value  of  stock-based   compensation
arrangements  with  employees  under  the  provisions  of APB 25.  No pro  forma
disclosures  have been included with the  accompanying  financial  statements as
there was no pro forma effect to the Company's net loss or loss per share.

Note B: Related party transactions

Corporate  Management  Services  ("CMS")  organized  the Company in exchange for
1,000,000  shares of the Company's  common stock. The common stock was valued at
$500 by the Company's Board of Directors.

CMS  provided  free office  space to the Company,  on an as needed  basis,  from
inception  through  February 2003. The Company's Board of Directors  valued this
free service at approximately  $100 per month,  based on prevailing local market
rates. The accompanying  financial  statements  include a charge to rent expense
and a credit to paid-in capital of $1,000, $1,200, and $5,900, respectively, for
the years  ended  April 30,  2003 and 2002,  and the  period  from April 9, 1998
(inception) through April 30, 2003.

During the year ended April 30, 2003,  CMS  advanced the Company  $3,976 for the
payment of professional  fees.  During the period from inception though February
20, 2003, CMS has advanced the Company $16,315, which, in the past, was recorded
as  accounts  payable,  related  party.  However,  as part of the  common  stock
purchase  agreement  signed on  February  21,  2003 (see  Note A),  the  $16,315
liability was forgiven by CMS.

Note C: Income taxes

A reconciliation of U.S. statutory federal income tax rate to the effective rate
for the years ended April 30, 2003 and 2002 are as follows:

                                                      For the Years Ended
                                                           April 30,
                                                    ---------------------
                                                     2003        2002
                                                    ----------  ---------

U.S. statutory federal rate                            15.00%      15.00%
State income tax rate, net of federal benefit           3.94%       4.04%
Contributed rent                                        3.37%      -4.89%
Net operating loss (NOL) for which no tax
    benefit is currently available                    -22.31%     -14.15%
                                                    ----------  ----------
                                                        0.00%       0.00%
                                                    ==========  ==========


At April 30, 2003, deferred taxes consisted of a net tax asset of $1,986, due to
operating  loss  carryforwards  of $10,395,  which was fully allowed for, in the
valuation  allowance of $1,986. The valuation allowance offsets the net deferred
tax asset for which  there is no  assurance  of  recovery.  The  changes  in the
valuation  allowance  for the years ended April 30, 2003 and 2002 and from April
9, 1998  (inception)  through April 30, 2003 were  $(1,253),  $837,  and $1,986,
respectively. Net operating loss carryforwards will expire through 2023.

                                       F-8
<PAGE>

                                AKID CORPORATION
                          (A Development Stage Company)

                          Notes To Financial Statements


The valuation  allowance will be evaluated at the end of each year,  considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced;  reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer  impaired and the  allowance is
no longer required.

Should the Company undergo an ownership change, as defined in Section 382 of the
Internal  Revenue  Code,  the Company's  tax net  operating  loss  carryforwards
generated prior to the ownership change will be subject to an annual  limitation
which could reduce or defer the utilization of those losses.

Note D: Shareholders' equity

The Company's preferred stock may be issued in series as determined by the Board
of Directors. As required by law, each series must designate the number of share
in the  series  and each  share of a series  must have  identical  rights of (1)
dividend, (2) redemption, (3) rights in liquidation, (4) sinking fund provisions
for the redemption of the share, (5) terms of conversion and (6) voting rights.

Note E: Letter of Intent Rescinded

On  February  23,  2003,  the Company and ACTON  International,  Ltd.  ("ACTON")
entered  into a Letter of Intent  whereby  ACTON would  merge into either  ACTON
Acquisition Corp, to be formed as a subsidiary of the Company,  or directly into
the Company. However, On May 16, 2003, the parties agreed to rescind the binding
Letter of Intent.

                                       F-9
<PAGE>


                                    PART III

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

     (a)  Directors  and  Executive  Officers.  The Company has one director and
officer as follows:

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

James B. Wiegand     56             Director and President       February 2003

Mr. Wiegand acquired a controlling interest and became sole officer and director
of the Company in February 2003 and is now serving his first  one-year term. Mr.
Wiegand is also an officer,  director,  and employee of Downside  Up,  Inc.,  an
entity similar in all respects to the Company,  which filed its Forms 10-SB with
the  Securities  and  Exchange  Commission  on June 28,  2002.  Mr.  Wiegand  is
president of Amery Coast Corporation,  a financial consulting company. From 1975
until 1996 Mr.  Wiegand was  president  and  director of Solar  Energy  Research
Corp., a publicly  traded company which he founded and took public.  Mr. Wiegand
obtained  his  Bachelor  of  Science  Mechanical  Engineering  degree  from  the
University of Denver in 1969.

Item 10. EXECUTIVE COMPENSATION

Mr.  Wiegand has not  directly  received  compensation  from the Company for his
services.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth,  as of April 30, 2003, each person known by the
Company to be the  beneficial  owner of five  percent  or more of the  Company's
Common Stock,  all directors  individually and all directors and officers of the
Company as a group.  Except as noted, each person has sole voting and investment
power with respect to the shares shown.



                                        Amount and Nature
Name and Address                        of Beneficial             Percentage
of Beneficial Owner                     Ownership                 of Class
------------------                      ------------              -----------

Corporate Management Services, Inc. (1)   250,000                   20.3%
7899 West Frost Dr.
Littleton, CO  80128

George G. Andrews (2)                     260,000                   21.1%
7899 West Frost Dr.
Littleton, CO  80128



                                      -10-
<PAGE>


                                        Amount and Nature
Name and Address                        of Beneficial             Percentage
of Beneficial Owner                     Ownership                 of Class
------------------                      ------------              -----------

Barbara Davidson (3)                      255,000                   20.7%
2171 Jonathan Pl.
Boulder, CO  80304

James B. Wiegand                          750,000                   60.9%
16200 WCR 18E
Loveland, CO 80537

All Executive Officers
and Directors as a
Group (1 Person)                          750,000                   60.9%




(1) Corporate Management Services,  Inc. ("CMS") is controlled by George Andrews
and Barbara Davidson each of who own 50% of the outstanding  stock. (2) Includes
the shares of CMS and 5,000 shares owned by his spouse.
(3) Includes the shares of CMS.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 11,  1998,  the Company  issued a total of  1,000,000  shares of Common
Stock to the following persons for marketing  services with an agreed upon value
of $500:



NAME                                NUMBER OF TOTAL SHARES    CONSIDERATION
------                              ---------------------     -------------
Corporate Management Services, Inc.        1,000,000          Services
                                                              valued at $500



The Company paid a total of $ in professional fees to Michael V. Anderson,  Esq.
for legal  services and to  Cordovano & Harvey,  P.C.  for  accounting  services
during this reporting period.

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         Exhibit 99.1    Section 906 Certification


     (b) Form 8-K

          Reports  on Form 8-K filed  during  the  fourth  quarter of 2002:

          The company filed a report on Form 8-K on February 28, 2003.

                                      -11-
<PAGE>


                                   SIGNATURES

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



(Registrant):  Akid Corporation




By:  /s/ James B. Wiegand                    Date:  June 23,2003
     -----------------------
     James B. Wiegand
     President

                                      -12-


                                 CERTIFICATION


     I, James B. Wiegand,  Chief Executive Officer and Chief Financial  Officer,
certify that:

     1. I have reviewed this annual report on Form 10-KSB of Akid Corporation.

     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 quarterly
report;

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

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

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

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

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

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

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

     6. The registrant's other certifying  officers 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 internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


     Date:  June 23, 2003                        By:  /s/ James B. Wiegand
                                                     ---------------------------
                                                     James B. Wiegand,
                                                     Chief Executive Officer and
                                                     Chief Financial Officer


                                      -13-