U.S. Securities and Exchange Commission
                          Washington D.C.  20549

                               FORM 10-KSB

(Mark One)

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

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

     [ ]  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 0-26843

                       BF Acquisition Group I, Inc.
            ----------------------------------------------
            (Name of small business issuer in its charter)


          Florida                                         65-0913582
-------------------------------                       -------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

400 Hampton View Court, Alpharetta, Georgia                   30004
-------------------------------------------                ----------
 (Address of principal executive offices)                  (Zip Code)

(Issuer's telephone number)  (770) 777-6795
                           --------------------

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class                  Name of exchange on which registered
-------------------                  ------------------------------------
    None                                             None

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


                    Common Stock, $0.001 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 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 [_] No [X]


<PAGE>

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

State issuer's revenues for its most recent fiscal year........ $ 0.00

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked prices
of such common equity, as of a specified date within the past 60 days.
(See definition of affiliate in Rule 12b-2 of the Exchange Act).

As of the date of this report, the aggregate market value of our
common stock, $0.001 par value, held by non-affiliates was
approximately $515.00  (515,000 shares at $0.001, which is the last
price which the registrant's common equity was sold).

             (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date..............

As of January 22, 2004, there were approximately 2,275,000 shares of
common stock, $0.001 par value, issued and outstanding.

Transitional Small Business Disclosure Format (check one)

Yes [ ]          No [X]


<PAGE>


                        TABLE OF CONTENTS

PART I

Item 1.      Description of Business
Item 2.      Description of Property
Item 3.      Legal Proceedings
Item 4.      Submission of Matters to a Vote of Security Holders


PART II

Item 5.      Market for Common Equity and Related Stockholder Matters
Item 6.      Management's Discussion and Analysis or Plan of Operation
Item 7.      Financial Statements
Item 8.      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure
Item 8.A.    Controls and Procedures


PART III

Item 9.      Directors, Executive Officers, Promoters and Control
             Persons; Compliance with Section 16(a) of the Exchange Act
Item 10.     Executive Compensation
Item 11.     Security Ownership of Certain Beneficial Owners and
             Management and Related Stockholder Matters
Item 12.     Certain Relationships and Related Transactions
Item 13.     Exhibits and Reports on Form 8-K
Item 14.     Principal Accounting Fees And Services



<PAGE>


                             PART I

Item 1.      Description Of Business.

                   Forward-Looking Statements

This Report on Form 10-KSB contains statements that plan for or
anticipate the future. Forward-looking statements include statements
about our future business plans and strategies, and most other
statements that are not historical in nature.  In this report,
forward-looking statements are generally identified by the words
"anticipate", "plan", "believe", "expect", "estimate", and the like.
Because forward-looking statements involve future risks and
uncertainties, there are factors that could cause actual results to
differ materially from those expressed or implied.  For example, a few
of the uncertainties that could affect the accuracy of forward-looking
statements include.

1.   Changes in general economic and business conditions affecting
     our Company;
2.   Legal or policy developments that diminish the appeal of our
     Company; and
3.   Changes in our business strategies.

The Private Securities Litigation Reform Act of 1995, which provides
a "safe harbor" for similar statements by existing public companies,
does not apply to our Company.

                     Our Business Development

During the period covered by this report, BF Acquisition Group I, Inc.
(the "Company") conducted no business operations and generated no
revenue.

We were organized as BF Acquisition Group I, Inc. under the laws
of the State of Florida on April 15, 1999, as a "shell" company with
plans to seek business partners or acquisition candidates. We
registered our Company's common stock, par value $0.001 (the "Common
Stock") pursuant to Securities and Exchange Commission ("SEC")
registration statement Form 10-SB on a voluntary basis in order to
become a reporting "shell" company, and on March 24, 2000 the SEC
approved our Form 10-SB registration statement. Due to capital
constraints, however, we were unable to continue with our business
plan. In March 2001, we ultimately ceased our business activities and
became dormant through May 2003, whereby we incurred only minimal
administrative expenses.  Unless the context otherwise requires, all
references to the "Company" "we" "our" and other similar terms means
BF Acquisition Group I, Inc., a Florida corporation.

During June 2003, we brought in present management, began to
raise additional capital, and initiated activities to re-establish our
business.  During our fiscal quarterly period ending July 31, 2003, we
re-entered the development stage. At that time present management
raised additional capital and commenced preparations to register our
Company as a "Business Development Company" ("BDC") with the
Securities and Exchange Commission whereby we will be regulated
pursuant to the requirements of the Investment Company Act of 1940, as
amended (the "1940 Act"). As of the date hereof, we have not yet
registered as a BDC.


<PAGE>


A BDC is considered to be a closed-end, non-diversified
investment company as those terms are defined in the 1940 Act.
Generally, to be eligible to elect BDC status, a company must engage
in the business of furnishing capital and offering significant
managerial assistance to companies that do not have ready access to
capital through conventional financial channels. A BDC must be
operated for the purpose of making investments in securities of the
types required by the 1940 Act, which types include certain present
and former "eligible portfolio companies" and certain bankrupt or
insolvent companies.

As a BDC, we expect to derive our revenues through direct
investments into private companies, start-up companies, and through
the opportunities provided by turn around companies.  We also intend
to invest in the commercial real estate market.  Additionally, we will
provide fee based business expertise through in-house consultants and
contract consultants.

To date, our planned principal BDC operations have not yet
commenced, and management is devoting most of its efforts to general
business planning, raising capital, and developing business
opportunities.

                           Our Business

During the period covered by this report, we were dormant due to
the lack of capital. We incurred a loss from operations, and presently
do not have any revenues to cover our incurred expenses. Our
management recognizes that we must generate additional resources to
enable us to pay our obligations as they come due, and that we must
ultimately implement our BDC business plan and achieve profitable
operations.  We cannot assure you that we will be successful in any of
these activities.  Should any of these events not occur, our financial
condition will be materially adversely affected.

Our Company expects to meet its current capital requirements for
the next twelve months pursuant to a combination of third party loans
made to our Company and from revenues derived from the commencement of
our business operations.

As a BDC, we expect to substantially adopt the following fundamental
investment policies:

1.   We will at all times operate within the limits and restrictions
     imposed upon a BDC by the 1940 Act and the rules and regulations
     thereunder. Accordingly, we will make available significant
     managerial assistance to the portfolio company issuers that we
     invest in.  We will offer significant guidance and counsel
     concerning the management, operations, or business objectives and
     policies of any portfolio company that we invest in.  We may
     promote, organize, manage, exercise a controlling influence, aid
     or assist, financially or otherwise, individually or as part of a
     group, any portfolio company that we invest in. We reserve the
     right to engage in any activities permitted to BDC's.

2.   We may borrow money from banks, insurance companies and other
     institutional investors on an unsecured basis, issue senior debt
     securities and guarantee debts of portfolio companies when and


<PAGE>


     as, in the opinion of our board of directors, such action will
     serve the best interests of our Company and may make any other
     utilization of its assets or expertise on behalf of portfolio
     companies.  Such securities may be in series, with such interest
     rates and sinking or purchase funds and other terms and
     provisions, including conversion rights and conversion prices, as
     may be deemed advisable by our board of directors.  Borrowings
     and issuance of senior debt securities by our Company will be
     subject to the limitations of the 1940 Act and rules and
     regulations thereunder. Borrowings and senior debt securities of
     our Company will be limited to amounts which will have an asset
     coverage of at least 200%, or such percentage as is required by
     law, rule or regulation.

3.   We will not purchase securities on margin or make short sales.

4.   We will not engage in underwriting securities of issuers other
     than our portfolio companies and only as and to the extent
     permitted by law.  Where portfolio companies are in need of
     further financing, we may, to facilitate such financing, assist,
     participate in, or affect a sale or other distribution of
     securities.  In engaging in such activities, the Company may be
     deemed to be an underwriter within the meaning of the Securities
     Act of 1933 ("33 Act").  In no event will more than 25% of the
     value of the Company's assets be committed at any given time to
     the underwriting of additional securities of the portfolio
     companies being offered to the public.

5.   We intend to invest our assets principally in eligible portfolio
     companies, which, in the opinion of management, demonstrate the
     potential for long-term capital growth, including start-up and
     development-stage companies. We may also organize and provide
     management for and provide most or all of the capital to
     portfolio companies. We may assist any portfolio company to
     originate one or more lines of business. We may also assist
     portfolio companies to seek businesses or business interests to
     acquire, whether by merger, stock exchange, cash investment,
     exchange of assets or otherwise.

6.   We expect to distribute securities of selected portfolio
     companies to shareholders of the Company pursuant to registration
     under the 33 Act. Such distribution will broaden the shareholder
     base of portfolio companies and potentially create a public
     market for the securities of the portfolio companies.

7.   We do not expect to purchase or sell real estate, except (i) in
     connection with the orderly liquidation of an existing
     investment, (ii) in connection with an investment in the
     securities of a portfolio company or other business concern, or
     (iii) possibly for the purpose of providing office space and
     perhaps rental space for the Company or one or more portfolio
     companies.

8.   We do not expect to purchase or sell commodities or commodity
     contracts, except where necessary to hedge risk or otherwise
     protect an investment previously made in the regular course of
     business.

9.   We may make loans to businesses and it is expected that some form
     of equity position, or the rights to acquire an equity position


<PAGE>


     in the business will usually accompany such loans. We may also
     acquire an equity interest in businesses we deem to represent
     good investments.

As a BDC, we expect to substantially adopt the following non-
fundamental investment policies:

1.   Our primary objective will be investment for capital
     appreciation.  Our investments will ordinarily consist primarily
     of common stocks and securities convertible into or exchangeable
     for common stocks or debt securities accompanied by stock
     purchase warrants, options or similar rights.  In addition, as
     noted above, we may to a lesser extent purchase and sell real
     estate, purchase and sell commodities or commodity contracts, and
     make loans to other persons.  Funds not required for current
     operations may be used for the purchase of investment grade debt
     securities or preferred stocks, U.S. Government securities, high-
     grade commercial paper, certificates of deposit, and other short
     term investment media affording relative safety and liquidity, or
     may be held in cash, all without limitations.

2.   We will not limit the percentage of voting securities of any
     business concern we may acquire, and in some instances, we may
     acquire a majority stock position in such business concerns.

3.   We do not expect to make investments in concerns other than
     portfolio companies for the purpose of exercising control;
     however, in some instances we may participate in or control the
     management of a business concern that we invested in.  We may be
     represented on the boards of directors of some of the business
     concerns we finance, and to this extent, we will participate in
     management decisions of such concerns.

4.   We will not make investments in securities of other investment
     companies, except of wholly or majority-owned subsidiaries or
     other companies of which we are affiliates.

5.   We will acquire our portfolio securities primarily for investment
     and not for trading purposes. We anticipate that most portfolio
     securities will be restricted as to resale, and for this reason,
     along with the nature of our Company's business of making
     investments in unseasoned business concerns, the turn-over rate
     of securities in our portfolio may be low. We may, however,
     dispose of portfolio securities without limitation if our
     management determines such action to be in our Company's best
     interests.  If we are deemed to be an underwriter with respect to
     such securities, we may be required to register them under the 33
     Act.

6.   We may at any time voluntarily withdraw our election of BDC
     status if such action is, in the opinion of our board of
     directors, in the best interest of the shareholders.  The 1940
     Act requires that such withdrawal of BDC status must be
     authorized by the vote of a majority of the outstanding voting
     securities of our Company.


<PAGE>


                           Our Facilities

Our executive and business offices are located at 400 Hampton
View Court, Alpharetta, Georgia 30004. We believe this office space is
adequate to serve our present needs.


                            Our Employees

During the period covered by this report, we had one part time
employee, William Bosso, who serves as our president.


           Government Regulations That Affect Our Business

During the period covered by this report, our business was not
subject to direct regulation by any domestic or foreign governmental
agency, other than regulations generally applicable to businesses, and
we believe that we have complied with these laws and regulations in
all material respects. Once we make the election to become a BDC, we
will be subject to the Investment Company Act of 1940, as amended (the
"1940 Act").


                             Competition

We expect to encounter competition from other entities and individuals
having similar investment objectives. Primary competition for desirable
investments comes from investment partnerships, venture capital
affiliates of large industrial and financial companies, investment
companies and wealthy individuals. Some of the competing entities and
individuals have investment managers or advisers with greater
experience, resources and managerial capabilities than we have and may
therefore be in a stronger position than our Company to obtain access
to attractive investments. To the extent that our Company can compete
for such investments, it may not be able to do so on terms as
favorable as those obtained by larger, more established investors.


Item 2.    Properties.

Our executive and business offices are located at 400 Hampton
View Court, Alpharetta, Georgia 30004. We believe this office space is
adequate to serve our present needs.


Item 3.    Legal Proceedings.

During the period covered by this report, we were not a party to
any material legal proceedings, nor were we aware of any threatened
litigation of a material nature. As of the date hereof, we are not a
party to any material legal proceedings, nor are we aware of any
threatened litigation of a material nature.


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

No matter was submitted to a vote of our security holders during
the fourth quarter of the fiscal year covered by this report.


<PAGE>


                              PART II

Item 5.    Market For Common Equity And Related Stockholders Matters.

     (a)   Market Information

No public trading market presently exists for the Company's
Common Stock and the Company cannot assure you that a trading market
for the Company's Common Stock will ever develop.

     (b)   Holders

During the period covered by this report, approximately 17
holders of record held our Common Stock. As of the date this report is
filed, approximately 17 holders of record hold our Common Stock.

     (c)   Dividends

No cash dividends were declared or paid on our Common Stock since
our inception. No restrictions limit our ability to pay dividends on
our Common Stock. We do not expect to pay any dividends in the near
future.

     (d)   Securities Authorized For Issuance Under Equity
           Compensation Plans.

Not applicable.


Recent Sales of Unregistered Securities

In April 2003, the Company issued 1,450,000 shares of
unregistered Common Stock to 2 Company directors and 1 Company officer
and director in exchange for their services for serving as such, which
totals $1,450, or $0.001 per share. These persons were the only
offerees in connection with this transaction. The Company relied on
Section 4(2) and Rule 506 of Regulation D of the Securities Act since
the transaction did not involve any public offering.

No underwriters were utilized and no commissions or fees were
paid with respect to any of the above transactions.  During the period
covered by this report, no other shares of Common Stock have been
issued by the Company in any other transaction.


Item 6.  Management's Plan of Operation.

                             Overview

The following discussion "Management's Plan of Operation" contains
forward-looking statements. The words "anticipate," "believe,"
"expect," "plan," "intend," "estimate," "project," "will," "could,"
"may" and similar expressions are intended to identify forward-
looking statements. Such statements reflect our current views
with respect to future events and financial performance and involve


<PAGE>


risks and uncertainties. Should one or more risks or uncertainties
occur, or should underlying assumptions prove incorrect, actual
results may vary materially and adversely from those anticipated,
believed, expected, planned, intended, estimated, projected or
otherwise indicated. We caution you not to place undue reliance on
these forward-looking statements, which we have made as of the date of
this Annual Report on Form 10-KSB.

The following is qualified by reference to, and should be read in
conjunction with our audited financial statements ("Financial
Statements"), and the notes thereto, included elsewhere in this Form
10-KSB, as well as the discussion hereunder "Management's Plan of
Operation".

                        Plan Of Operation

During the period covered by this report, BF Acquisition Group I,
Inc. (the "Company") conducted no business operations and generated no
revenue.

Our Company was initially organized as a "shell" company, with
plans to seek business partners or acquisition candidates; however,
due to capital constraints, we were unable to continue with our
business plan. In March 2001, we ultimately ceased our business
activities and became dormant through May 2003, whereby we incurred
only minimal administrative expenses.  During June 2003, we brought in
present management, raised additional capital, and initiated
activities to re-establish our business.

During our fiscal quarterly period ending July 31, 2003, we re-
entered the development stage. At that time present management raised
capital and commenced preparations to register our Company as a
"Business Development Company" ("BDC") with the Securities and
Exchange Commission whereby we will be regulated pursuant to the
requirements of the Investment Company Act of 1940, as amended (the
"1940 Act"). As of the date hereof, we have not yet registered as a
BDC. As a BDC, we expect to derive our revenues through direct
investments into private companies, start-up companies, and through
the opportunities provided by turn around companies.  We also intend
to invest in the commercial real estate market.  Additionally, we will
provide fee based business expertise through in-house consultants and
contract consultants. To date, our planned principal BDC operations
have not yet commenced, and management is devoting most of its efforts
to general business planning, raising capital, and developing business
opportunities.

As described above, we were dormant for a period of time due to
the lack of capital. We incurred a loss from operations, and presently
do not have any revenues to cover our incurred expenses. Our
management recognizes that we must generate additional resources to
enable us to pay our obligations as they come due, and that we must
ultimately implement our BDC business plan and achieve profitable
operations.  We cannot assure you that we will be successful in any of
these activities.  Should any of these events not occur, our financial
condition will be materially adversely affected.

Presently, our Company expects to meet its current capital
requirements for the next twelve months pursuant to a combination of
third party loans made to our Company and from revenues derived from
the commencement of our business operations.


<PAGE>


Item 7.   Financial Statements.

Our Financial Statements of are attached as Appendix A (following
Exhibits) and included as part of this Form 10-KSB Report.  A list of
our Financial Statements is provided in response to Item 13 of this
Form 10-KSB Report.


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

Not Applicable


Item 8A.  Controls And Procedures.

As of the date this report is filed, an evaluation was performed
under the supervision and with the participation of the Company's
principal executive officers and financial officers of the
effectiveness of the design and operation of the Company's disclosure
controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act) as of the end of the period
covered by this report. During that period, our Company experienced
significant capital constraints, and we ultimately ceased our business
activities and became dormant through May 2003. During the period
covered by this report, our Company was unable to comply with its
Exchange Act reporting requirements because no accounting work was
completed, no financial statements were prepared, and no audits were
obtained. The evaluation revealed to the Company's principal executive
officers and financial officers that, as a result of those
circumstances, the design and operation of the Company's disclosure
controls and procedures were not effective as of the end of the period
covered by this report.

As of the date this report is filed, our Company's new principal
executive officers and financial officers have made significant
changes in the Company's internal controls and in other factors that
could significantly affect internal controls subsequent to the date of
the above-described evaluation period. In particular, the Company has
adopted an independent audit committee, has committed funds for legal
and accounting work and the preparation of financial statements and
audits, and has brought the Company out of its dormant period as of
May 2003, all of which enables our Company's principal executive
officers and financial officers to maintain our Company as current
pursuant to its Exchange Act reporting obligations and provide our
Company with an effective design and operation of disclosure controls
and procedures.


                              PART III

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

(a) Identity of directors and executive officers during the period
covered by this report.

<PAGE>


<TABLE>
<CAPTION>
Name                            Age         Position                Term/Period Served
----                            ---         --------                ------------------
<S>                             <C>         <C>                     <C>

William J. Bosso,               54          Director, President,    1yr./April 2003

William R. Colucci              65          Director, Treasurer,    1yr./since inception
                                            Secretary

John W. Benton, III             52          Director                1yr./April 2003

J.P. Baron, II                  43          Director                1yr./April 2003
</TABLE>

(b) Business experience of directors and executive officers during the
period covered by this report.

Mr. Bosso has served as a director and president of the Company
since April 2003. Mr. Bosso has served as a consultant to privately
and publicly held corporations for the past 12 years.  From 1992-1993,
he served as Vice President of OCG Technologies, Inc. a medical
appliance, healthcare software and medical billing company, and from
1994-1997, he served as President and CEO of Affinity Entertainment,
Inc., a television and movie company. Prior to that Mr. Bosso was an
account executive with Paine Webber. Bosso has been a consultant to
businesses in the Telecommunications, Insurance, Airline, Medical,
Entertainment, Stock Transfer, Financial Communications, Restaurant
and Golf Equipment industries. Mr. Bosso brings 15+ years experience
in the public markets with him, including numerous contacts in all
aspects of running a publicly held business. He has assisted in
bringing companies public, through forward mergers, reverse mergers
and acquisitions.  He has provided financing personally, and through
traditional means of private equity investment.  Mr. Bosso also has
extensive experience in financial public relations, with access to a
vast number of public relations and financial communications firms.

Mr. Colucci has served as a director, secretary and treasurer of
the Company since its inception in April 1999. Mr. Colucci is the
former president of the Company. Mr. Colucci is also presently a
private business consultant who provides investment banking and
business consulting services. Additionally, Mr. Colucci is an officer
and director of Harbor Town Holding Group, Inc., BF Acquisition Group
II, Inc., BF Acquisition Group III, Inc., BF Acquisition Group IV,
Inc., BF Acquisition Group V, Inc. From September 1997 to December
1999, Mr. Colucci served as a director of Net Lnnx, Inc., a publicly
traded corporation, which, in March 1999, reorganized with
PrintOnTheNet.Com, Inc. a company that provided printing services on
the Internet via e-commerce.  Prior to this reorganization, Net Lnnx,
Inc. served as a "shell" corporation. From June 1996 to May 1997, Mr.
Colucci served as Chief Operating Officer and SEC Compliance officer
for Physicians Laser Services, Inc., a publicly traded corporation
traded in the over-the-counter trading market.  From April 1991 to May
1996, Mr. Colucci served as a senior partner of Decision Dynamics,
Inc., a private business and real estate consulting firm.  Prior to
this, Mr. Colucci has served in senior management positions, including
president and CEO of various companies. These companies included
Bandak Corporation, a privately held jewelry and manufacturing
company, Inmont Corporation, a publicly traded, billion dollar a year,
chemical and paint manufacturing division of United Technologies,
Inc., which is traded on the New York Stock Exchange, and Butcher &
Sherrerd, a privately held securities brokerage firm based in
Philadelphia, Pennsylvania. Mr Colucci received his Bachelor of


<PAGE>


Science Degree in Economics from St. Joseph's University in
Philadelphia in 1964 and has successfully completed advanced courses
of study at Stanford University's Graduate School of Business for
executives of emerging growth companies.

Mr. Benton has served as a director of the Company since April
2003. He also presently serves as a Vice President of Hatfield Philips
and as a Section 42 Team leader responsible for all aspects of team
direction and loan and property workouts and investor communication.
Mr. Benton joined Hatfield Philips (a Special Services of Lehman
Brothers Principal Transaction Group Debt and Equity Commercial Real
Estate Portfolio's) as a Senior Asset Manager, in the Special
Servicing and Workout Group, managing a performing and non-performing
portfolio of multifamily, office, retail and golf course loans around
the country.  Mr. Benton has over 20 years of in depth multifamily and
commercial real estate experience as both a developer of historic tax
credit properties and as a property, loan and business workout
specialist.  Mr. Benton came to Hatfield Philips, Inc. from Allied
Capital Corporation where he was a Vice President in charge of asset
management, workouts, assisted in the public companies reorganization
and initiated the companies' efforts in the CMBS "B" piece buying
program. Allied Capital Corporation is among the largest Business
Development Corporations operating in the USA. As an analyst, Mr.
Benton completed the Merrill Lynch Commercial Real Estate underwriting
and financial analysis training program in New York, attended
Appraisal Institute classes and has attended numerous commercial real
estate courses and seminars.  Mr. Benton graduated from the University
of Maryland and is a state board certified commercial real estate
appraiser and an inactive real estate broker.

Mr. Baron has served as a director of the Company since April
2003. He also presently serves as Chairman and Chief executive officer
of Cogen, Inc. He currently holds substantial interests in an airline,
steel erection company, construction company, Caribbean resort and
casino, and real estate. Mr. Baron has been an investor, founder,
developer, builder and financier of many businesses during the past 20
years.  He is experienced in various sectors such as: Real Estate
Development, Commodities Trading, Oil and Gas, Financial Services,
Noble Metals, Communications, Entertainment, and Environment/Energy.
He sits on the advisory boards of several pre-public and public
companies. Some of Mr. Baron's accomplishments include:  turning
around a failing real estate appraisal firm and building it to a $4
million a year concern in 24 months, becoming the largest real estate
appraisal firm in Ontario, Canada; as Vice President of a real estate
investment and syndication firm, Mr. Baron's team generated over $300
Million in syndicated real estate investment sales to the public and
developing a flat-rate long distance telephone conduit/corridor
marketed to university students. Several major participants in the
telecommunication industry later copied this concept.

Each Director of the Company holds such position until the next
annual meeting of shareholders and until his successor is duly elected
and qualified.  The officers hold office until the first meeting of
the board of directors following the annual meeting of shareholders
and until their successors are chosen and qualified, subject to early
removal by the board of directors.


<PAGE>


Audit Committee

During the period covered by this report, the Company did not
have a standing audit committee in place.

Currently, our Company's independent directors, Mr. John W.
Benton and Mr. J.P. Baron, II, serve as the members of the Company's
standing audit committee. Mr. J.P. Baron, II, qualifies as a
"financial expert" pursuant to Item 401 of Regulation S-B. Messer's
Benton and Baron qualify as independent directors pursuant to NASD
Marketplace Rule 4200(14).


Section 16(a) Beneficial Ownership Reporting Compliance

To the best of our knowledge, no officer, director and/or beneficial
owner of more than 10% of our Common Stock, failed to file reports
as required by Section 16(a) of the Exchange Act during the period
covered by this report.

Code of Ethics

The Company has not yet adopted a code of ethics for its
principal executive officer, principal financial officer or any other
position due to its development stage, the small number of executive
officers involved with the Company, and the fact that the Company
expects to operate through strategic consultants with few or no
employees. Our board of directors will continue to evaluate, from time
to time, whether a code of ethics should be developed and adopted.


Item 10.   Executive Compensation.


<TABLE>
<CAPTION>
                     Executive Compensation

                                                                                Long Term Compensation
                                                                      ------------------------------------------
                               Annual Compensation                           Awards                     Payouts
-----------------------------------------------------------------------------------------------------  ---------
  (a)                   (b)      (c)        (d)          (e)              (f)             (g)            (h)
                                                                       Restricted      Securities
Name &                                               Other Annual       Stock          Underlying/       LTIP      All Other
Position               Year   Salary($)   Bonus($)  Compensation($)   Award(s)($)(1)  Options/SARs(#)  Payouts($) Cmpnstion($)
---------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>    <C>         <C>       <C>               <C>             <C>              <C>        <C>
William Bosso
Director, President    2003     -0-        -0-           -0-            1,150,000         -0-            -0-          -0-
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The Company issued William Bosso 1,150,000 shares of common stock of
     the Company, valued at $0.001 per share, in exchange for his services
     in acting as a director and president of our Company.


During the period covered by this report, no other executive officer of
our Company received any type of salary or other compensation in
connection with their employment as such; and no employment agreement
was entered into with any of our officers.


<PAGE>


Compensation of Directors

The Company issued John W. Benton 150,000 shares of common stock
of the Company, valued at $0.001 per share and Paradise, Inc., a St.
Kitts corporation owned and controlled by J.P. Baron, II, 150,000
shares of common stock of the Company, valued at $0.001 per share; all
in exchange for their services in acting as directors of our Company.
During the fiscal year ending April 30, 2003, other than as described
herein, no director received any type of compensation from our Company
for serving as such. See "Recent Sales of Unregistered Securities."


Employee Stock Option Plan

During the period covered by this report, we had no stock option,
retirement, pension, or profit-sharing programs for the benefit of
directors, officers or other employees.


Item 11.   Security Ownership Of Certain Beneficial Owners and
           Management.

        Security Ownership of Certain Beneficial Owners

The following table sets forth, as of the end of the fiscal year
covered by this report, the names, addresses, amount and nature of
beneficial ownership and percent of such ownership of each person or
group known to the Company to be the beneficial owner of more than
five percent (5%) of the Company's Common Stock:

<TABLE>
<CAPTION>
Name and Address                       Amount and Nature           Percent
of Beneficial Owner                 of Beneficial Ownership       of Class(1)
-------------------                 -----------------------       -----------
<S>                                 <C>                           <C>

William J. Bosso                          1,150,000                 50.55%
400 Hampton View Court
Alpharetta, Georgia 30004

William R. Colucci                          300,000                 13.19%
2501 Turk Boulevard
San Francisco, California 94118
-----------------------------------------------------------------------------
</TABLE>

1.  Based upon 2,275,000 shares of the Company's Common Stock
    outstanding as of April 30, 2003, the end of the fiscal year
    covered by this report.

The following table sets forth, as of the end of the fiscal year
covered by this report, the names, addresses, amount and nature of
beneficial ownership and percent of such ownership of the Company's
Common Stock of each of the officers and directors of the Company, and
the officers and directors of the Company as a group:


<PAGE>

<TABLE>
<CAPTION>
Name and Address                       Amount and Nature           Percent
of Beneficial Owner                 of Beneficial Ownership       of Class(1)
-------------------                 -----------------------       -----------
<S>                                 <C>                           <C>

William J. Bosso                          1,150,000                 50.55%
400 Hampton View Court
Alpharetta, Georgia 30004

William R. Colucci                          300,000                 13.19%
2501 Turk Boulevard
San Francisco, California 94118

John W. Benton, III                         150,000                  6.59%
4609 Village Green Drive
Roswell, Georgia 30075

J.P. Baron, II                              150,000                  6.59%
701 Rossland Road East, Suite 382
Whitby, Ontario Canada L1N9K3

All Officers and Directors
as a Group (4 persons).                   1,750,000                 76.92%
-----------------------------------------------------------------------------
</TABLE>

1.   Based upon 2,275,000 shares of the Company's Common Stock
     outstanding as of April 30, 2003, the end of the fiscal year
     covered by this report.


Our Company currently has no securities authorized for issuance
under any equity compensation plans.


Item 12.   Certain Relationships And Related Transactions.

Not applicable.


Item 13.   Exhibits and Reports on Form 8-K.

INDEX TO EXHIBITS.

Exhibit No.     Description of Exhibit
-----------     ----------------------
(31)
   31.1         Certification of the President of BF Acquisition
                Group I, Inc. pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.

   31.2         Certification of the Treasurer of BF Acquisition
                Group I, Inc. pursuant to Section 302 of the Sarbanes-
                Oxley Act of 2002.

(32)
   32.1         Certification of the President of BF Acquisition
                Group I, Inc. pursuant to Section 906 of the Sarbanes-
                Oxley Act of 2002.

   32.2         Certification of the Treasurer of BF Acquisition
                Group I, Inc. pursuant to Section 906 of the Sarbanes-
                Oxley Act of 2002.

	(b)	Reports on Form 8-K.

<PAGE>

We filed no reports on Form 8-K during the last quarter of the year
ended April 30, 2003.

Item 14.   Principal Accountant Fees And Services

Audit Fees. The aggregate fees billed for the fiscal years ended
----------
April 30, 2003 and April 30, 2002 for professional services rendered
by Ahearn, Jasco + Company, P.A. ("Ahearn") for the audit of the
Company's annual financial statements and review of financial
statements included in the Company's Form 10-QSB or services that are
normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years were $2,550,
and $2,500, respectively.

Audit-Related Fees. There were no fees billed for the fiscal
------------------
years ended April 30, 2003 and April 30, 2002 for assurance and
related services by Ahearn that are reasonably related to the
performance of the audit or review of the Company's financial
statements and are not reported under the category Audit Fees
described above.

Tax Fees. The aggregate fees billed for the fiscal years ended
--------
April 30, 2003 and April 30, 2002 for tax compliance, tax advice, or
tax planning were $250, and $250, respectively.

All Other Fees. No fees were billed for the fiscal years ended
--------------
April 30, 2003 and April 30, 2002 for products and services provided
by Ahearn, other than the services reported in the Audit Fees, Audit-
Related Fees, and Tax Fees categories above.

Audit Committee Pre-Approval Policies.  The Company's standing
-------------------------------------
audit committee currently does not have any pre-approval policies or
procedures concerning services performed by Ahearn. All the services
performed by Ahearn that are described above were pre-approved by the
Company's standing audit committee. None of the hours expended on
Ahearn's engagement to audit the Company's financial statements for
the fiscal years ended April 30, 2003 and April 30, 2002 were
attributed to work performed by persons other than Ahearn's full-time,
permanent employees.


<PAGE>

                          Appendix A
                    Financial Statements.

       The following Audited Financial Statements are filed as part of
this Form 10-KSB Report:

CONTENTS

PAGE F-1           INDEPENDENT AUDITORS' REPORT

PAGE F-2           BALANCE SHEETS AS OF APRIL 30, 2003 AND 2002

PAGE F-3           STATEMENTS OF OPERATIONS FOR THE YEARS ENDED APRIL
                   30, 2003 AND 2002

PAGE F-4           STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                   FOR THE YEARS ENDED APRIL 30, 2003 AND 2002

PAGE  F-5          STATEMENTS OF CASH FLOWS FOR THE YEARS APRIL 30,
                   2003 AND 2002

PAGES F-6 - F-18   NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
                   APRIL 30, 2003 AND 2002


                            SIGNATURES
                            ----------

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

By: /s/ William Bosso
   ------------------------------------
   William Bosso, President

Dated: January 22, 2004


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

By: /s/ William Bosso
   ------------------------------------
   William Bosso, President, director

Dated: January 22, 2004


By: /s/ William Colucci
   ------------------------------------
   William Colucci, Treasurer, director

Dated: January 22, 2004


By: /s/John W. Benton
   ------------------------------------
   John W. Benton, director

Dated: January 22, 2004


By: /s/ J.P. Baron, II
   ------------------------------------
   J.P. Baron, II, director

Dated: January 22, 2004


<PAGE>


                   INDEPENDENT AUDITORS' REPORT
                   ----------------------------


To the Board of Directors of
 BF Acquisition Group I, Inc.

We have audited the accompanying balance sheets of BF Acquisition
Group I, Inc. (the "Company") as of April 30, 2003 and 2002, and the
related statements of operations, stockholders' equity, and cash flows
for the years then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our 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 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 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 the
Company as of April 30, 2003 and 2002, and the results of its
operations and its cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 1 to
the financial statements, the Company's losses and lack of revenues
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 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Ahearn, Jasco + Company, P.A.

AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
October 16, 2003





<PAGE>

                      BF ACQUISITION GROUP I, INC.
                             BALANCE SHEETS
                      AS OF APRIL 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                  2003           2002
                                                ---------     ---------
<S>                                             <C>           <C>
                 ASSETS

CURRENT ASSET - Cash and cash equivalents       $       0     $       0
CURRENT ASSET - Prepaid Expenses                      540
                                                ---------     ---------
       TOTAL ASSETS                             $     540     $       0
                                                =========     =========


ACCRUED EXPENSES                                $    5547     $    2431
                                                ---------     ---------

      LIABILITIES AND STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY:
    Preferred stock, no par value; 5,000,000
    authorized; none issued or outstanding:             0             0
    Common stock, $.001 par value; 50,000,000
    authorized; shares issued and outstanding:
    2,275,000 in 2003 and 825,000 in 2002           2,275           825
    Additional paid-in capital                      5,116         5,116
    Deficit                                       (12,398)       (8,372)
                                                ---------     ---------
       TOTAL STOCKHOLDERS' EQUITY                  (5,007)       (2,431)
                                                ---------     ---------


       TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $     540     $       0
                                                =========     =========
</TABLE>












                    See notes to financial statements

                                 F-2

<PAGE>

                      BF ACQUISITION GROUP I, INC.
                        STATEMENTS OF OPERATIONS
             FOR THE YEARS ENDEDF APRIL 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                  2003           2002
                                                ---------     ---------
<S>                                             <C>           <C>
REVENUE                                         $             $

GENERAL AND ADMINISTRATIVE EXPENSES                 4,026            45
                                                ---------     ---------

          LOSS BEFORE INCOME TAX PROVISION         (4,026)          (45)

PROVISION FOR INCOME TAXES
                                                ---------     ---------

          NET LOSS                              $  (4,026)    $     (45)
                                                =========     =========

LOSS PER COMMON SHARE:
     Basic and diluted                          $ (0.0043)    $ (0.0001)
                                                =========     =========

    Weighted average common shares outstanding    945,833       825,000
                                                =========     =========
</TABLE>















                    See notes to financial statements

                                 F-3

<PAGE>

                      BF ACQUISITION GROUP I, INC.
              STATEMENTS OF CHANGES IN STOCKHOLERS' EQUITY
              FOR THE YEARS ENDED APRIL 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                    COMMON       ADDITIONAL
                                   STOCK, at       Paid-In
                                   par value       Capital       Deficit        Total
                                   ---------     ----------     ---------     ---------
<S>                                <C>           <C>            <C>           <C>

STOCKHOLDERS' EQUITY,
April 30, 2001                     $     825     $    5,116     $  (8,327)    $  (2,386)

Net loss for the fiscal year ended
April 30, 2002                                                        (45)          (45)
                                   ---------     ----------     ---------     ---------

STOCKHOLDERS' EQUITY,
April 30, 2002                           825          5,116        (8,372)       (2,431)

Common stock issued for services       1,450              0                       1,450

Net loss for the fiscal year ended
April 30, 2003                                                     (4,026)       (4,026)
                                   ---------     ----------     ---------     ---------
STOCKHOLDERS' EQUITY,
April 30, 2003                     $   2,275     $    5,116     $ (12,398)    $  (5,007)
                                   =========     ==========     =========     =========
</TABLE>

















                    See notes to financial statements

                                 F-4

<PAGE>

                      BF ACQUISITION GROUP I, INC.
                        STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED APRIL 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                  2003           2002
                                                ---------     ---------
<S>                                             <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                      $  (4,026)   $      (45)
  Adjustments to reconcile net loss to net cash
  used in operating activities:
    Common stock issued for services                1,450
    Changes in assets:
       Increase in prepaid expenses                  (540)
    Changes in liabilities:
       Increase in accrued expenses                 3,116             0
                                                ---------     ---------

      NET CASH USED IN OPERATING ACTIVITIES             0           (45)
                                                ---------     ---------

     NET INCREASE IN CASH & CASH EQUIVALENTS            0           (45)

CASH & CASH EQUIVALENTS, beginning of year              0            45
                                                ---------     ---------

CASH & CASH EQUIVALENTS, end of year            $       0     $       0
                                                =========     =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

      Cash paid for interest                    $       0     $       0
                                                =========     =========

      Cash paid for income taxes                $       0     $       0
                                                =========     =========
</TABLE>









                    See notes to financial statements


                                 F-5

<PAGE>

BF Acquisition Group I, Inc.
Notes to Financial Statements
For the Years Ended April 30, 2003 and 2002

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
-----------------------------------------------

BF Acquisition Group I, Inc. (the "Company") was organized in Florida
on April 15, 1999 as a "shell" company, with plans to seek business
partners or acquisition candidates.  However, due to capital
constraints, the Company was unable to continue with its business
plans, and it ultimately ceased its activities in March 2001. Through
May 2003, the Company was dormant, incurring only minimal
administrative expenses.  During June 2003, control of the entity was
obtained by present management, new capital was raised, and activities
were initiated to re-establish the business.  In accordance with
applicable accounting standards, the Company was deemed to have re-
entered the development stage during the fiscal quarter ended July 31,
2003; see Note 7 titled "Subsequent Event."

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

Going Concern Considerations
----------------------------
The Company's financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of
business.  As described above, the Company was dormant for a period of
time due to the lack of capital.  The Company has incurred a loss from
operations, and it does not have any revenues to cover the Company's
incurred expenses.  Management recognizes that the Company must
generate additional resources to enable it to pay its obligations as
they come due, and that the Company must ultimately implement its
business plan and achieve profitable operations.  No assurances can be
given that the Company will be successful in these activities.  Should
any of these events not occur the accompanying consolidated financial
statements will be materially affected.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Income Taxes
------------
The Company accounts for income taxes in accordance with the Statement
of Financial Accounting Standards ("SFAS") No. 109,"Accounting for
Income Taxes," which requires the recognition of deferred tax
liabilities and assets at currently enacted tax rates for the expected
future tax consequences of events that have been included in the
financial statements or tax returns.  A valuation allowance is
recognized to reduce the net deferred tax asset to an amount that is
more likely than not to be realized.  The tax provisions as shown on
the accompanying statements of operations is zero since the deferred



                                 F-6
<PAGE>


tax assets generated from the net operating losses are offset in their
entirety by valuation allowances.

Cash and Cash Equivalents
-------------------------
Cash and cash equivalents, if any, include all highly liquid debt
instruments with an original maturity of three months or less at the
date of purchase.

Fair Value of Financial Instruments
-----------------------------------
Cash and accrued expenses are recorded in the financial statements at
cost, which approximates fair market value because of the short-term
maturity of those instruments.

Earnings Per Common Share
-------------------------
Earnings per share is calculated in accordance with SFAS No. 128,
"Earnings Per Share," which requires companies with complex capital
structures or common stock equivalents to present both basic and
diluted earnings per share ("EPS") on the face of the statement of
operations.  Basic EPS is calculated as income available to common
stockholders divided by the weighted average number of common shares
outstanding during the period.  Diluted EPS is calculated using the
"if converted" method for common share equivalents such as convertible
securities, options and warrants.

Stock-Based Compensation
------------------------
In October 1995, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 123, "Accounting for Stock-Based Compensation."  For
stock-based compensation issued to employees, SFAS No. 123 encourages,
but does not require, companies to record employee equity compensation
plans at fair value.  In accordance with the provision of SFAS No.
123, an entity may elect to apply Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) for its
employee stock option plans.  The Company presently has no employee
stock-based compensation plan, and it has issued no stock options to
any employee.  See Note 5 regarding shares issued to an officer and
two directors for services rendered.  SFAS No. 123 also governs stock-
based compensation transactions with other than employees in which
services were performed in exchange for stock or other equity
instruments.  The Company has issued its common stock in exchange for
services in prior years.  In accordance with SFAS No. 123, these
transactions are recorded on the basis of the fair value of the
services received or the fair value of the equity instrument issued,
whichever is more readily measurable.

Comprehensive Income
--------------------
In accordance with SFAS No. 130, "Reporting Comprehensive Income" the
Company is required to report its comprehensive income.  A statement
of comprehensive income is not presented since the Company had no
items of other comprehensive income.  Comprehensive loss is the same
as net loss for all periods presented herein.

Segment Information
-------------------
The Company adopted SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information," effective April 30, 1999.  SFAS
No. 131 establishes standards for the way that public companies report
selected information about operating segments in annual and interim
financial reports to shareholders.  It also establishes standards for
related disclosures about an enterprise's business segments, products,
services, geographic areas and major customers.  The Company operates
its business as a single segment.  As a result, no additional
disclosure is required.


                                 F-7

<PAGE>

Recent Accounting Standards
---------------------------
In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of FASB Statement No.
133."  SFAS No. 137 defers for one year the effective date of SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 133 will now apply to all fiscal quarters of all fiscal years
beginning after June 15, 2000.  SFAS No. 13 will require the Company
to recognize all derivatives on the balance sheet as either assets or
liabilities measured at fair value.  Derivatives that are not hedges
must be adjusted to fair value through income.  The Company adopted
SFAS No. 133 effective for the year ending April 30, 2002.  The impact
of adopting SFAS No. 133 did not have any impact on the Company's
financial position or results of operations when such statement is
adopted.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets."  SFAS No. 144 supercedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to be Disposed of" and APB No. 30, "Reporting the
Results of Operations - Reporting the Effects of the Disposal of a
Segment Business and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." SFAS No. 144 establishes a single accounting
model for assets to be disposed of by sale whether previously held and
used or newly acquired. SFAS No. 144 retains the provisions of APB
No. 30 for presentation of discontinued operations in the income
statement, but broadens the presentation to include a component of an
entity. SFAS No. 144 was adopted for our fiscal year beginning May 1,
2002.  The adoption of SFAS No. 144 will not have a material impact on
our financial position, results of operations or cash flows.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-
Based Compensation - Transition and Disclosure". This SFAS amends SFAS
No. 123, "Accounting for Stock-Based Compensation", to provide
alternative methods of transition to the fair value based method of
accounting for stock-based employee compensation, and to provide
disclosure requirements, in both annual and interim financial
statements, about the method used and the effect it has on a company's
results of operations. The Company has no employee stock-based
compensation plan, and it has issued no stock options, therefore SFAS
No. 148 has no impact on the Company.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities". This SFAS
amends and clarifies financial accounting and reporting for derivative
securities and hedging activities. The Company does not have any
derivative securities or hedging activities, and does not plan to have
them in the future; accordingly, SFAS 149 will have no impact on the
Company's financial position, results of operations or cash flows.


                                 F-7

<PAGE>


NOTE 3 - LOSS PER COMMON SHARE
------------------------------

For the fiscal years ended April 30, 2003 and April 30, 2002, basic
and diluted weighted average common shares include only common shares
outstanding since there were no common share equivalents.

A reconciliation of the number of common shares shown as outstanding
in the financial statements with the number of shares used in the
computation of weighted average common shares outstanding is follows:

<TABLE>
<CAPTION>
                                                     2003            2002
                                                  ----------      ----------
<S>                                               <C>             <C>
  Common shares outstanding at April 30th          2,275,000         825,000
   Effect of weighting                            (1,329,167)             (0)
                                                  ----------      ----------

        Weighted average common shares
          outstanding                                945,833         825,000
                                                  ----------      ----------
</TABLE>

NOTE 4 - CAPITAL STOCK
----------------------

Common Stock
------------
The holders of the common stock are entitled to one vote per share and
have non-cumulative voting rights.  The holders are also entitled to
receive dividends when, as, and if declared by the Board of Directors.
Additionally, the holders of the common stock do not have any preemptive
right to subscribe for, or purchase, any shares of any class of stock

Preferred Stock
---------------
The Board of Directors of the Company is authorized to provide for the
issuance of the preferred stock in classes or series and, by filing
the appropriate articles of amendment with the Secretary of State of
Florida, is authorized to establish the number of shares to be
included in each class or series and the preferences, limitations and
relative rights of each class or series, which may include a
conversion feature into common stock.  This type of preferred stock is
commonly referred as a "blank check preferred stock".  As of July 31,
2003, no shares of preferred stock have been issued and no
preferences, limitations or relative rights have been assigned.


                                 F-8

<PAGE>


NOTE 5 - RELATED PARTY TRANSACTIONS
-----------------------------------

Stock Compensation
------------------
On April 3, 2003, the Company issued 1,450,000 shares valued at $1,450
as consideration for services rendered by an officer and two directors
of the Company.

Payable to Shareholder
----------------------
During the year ended April 30, 2003, a shareholder/director has
directly paid certain expenses of the Company.  These advances are
non-interest bearing and do not have any repayment terms.  The amount
advanced totaled $3,116 at April 30, 2003, and is included in accrued
expenses on the accompanying balance sheet.


NOTE 6 - CONTINGENCY
--------------------

As described in Note 1, the Company was dormant for approximately
three and one-half years beginning in March 2001.  Prior to March
2001, the Company had elected to become a registrant with the U.S.
Securities and Exchange Commission ("SEC").  During this period it was
dormant, the Company did not file any of the reports with the SEC as
required of SEC registrants.  No accrual has been made in the
accompanying financial statements for the cost of actions, if any,
that may be taken by the SEC against the Company for its non-
compliance during this period.


NOTE 7 - SUBSEQUENT EVENT
-------------------------

In accordance with applicable accounting standards, the Company re-
entered the development stage during its fiscal quarterly period
ending July 31, 2003 when control of the entity was obtained by
present management, and activities were initiated to raise capital and
to establish a new business.  Prior to this date, the Company has been
effectively dormant since March 2001.  As of July 31, 2003, planned
principal operations have not commenced, and management is devoting
most of its efforts to general business planning, raising capital, and
developing business opportunities.  The Company's financial
statements, beginning May 1, 2003, will present the cumulative amounts
of expenses incurred since the Company re-entered the development
stage.





                                 F-9

<PAGE>