U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10K-SB
           Annual Report under Section 13 or 15 (d) of the Securities
                               Exchange Act 1934:

                       Fiscal Year Ended December 31, 2003

                        Commission File Number: 000-29449


                             EDGAR FILING.NET, INC.
                    (Exact Name of Registrant in its Charter)

                                Nevada 88-0428896
(State or other Jurisdiction of Incorporation) (IRS Employer Identification No.)

             477 Madison Avenue, 12th Floor, New York, NY 10022-5839
           (Address of Principal executive Offices including Zip Code)

                                 (212) 308-8700
                         (Registrant's Telephone Number)

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

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

Check whether  Registrant (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 thereto. [ X ]

          Registrant's revenues for its most recent fiscal year: $ - 0-

 Market value of Common stock held by non-affiliates at March 29, 2004: $765,945

     Shares of Common Stock outstanding at March 29, 2004: 9,011,125 shares

                    Documents incorporated by reference: None

   Transitional Small Business Disclosure Format (check one): Yes [ X ] No [ ]

                                TABLE OF CONTENTS

                                     PART I

                                                                      PAGE

Item 1. Description of Business

Item 2. Description of Property

Item 3. Legal Proceedings

Item 4. Submissions 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 Disclosures

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

Item 12.  Certain Relationships and Related Transactions

Item 13.  Exhibits and Reports on Form 8K

Item 14.  Principal Accountant Fees and Services


SIGNATURES

CERTIFICATIONS


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Business Development

Edgar Filing.net,  Inc. (the "Registrant") was incorporated in Nevada on May 28,
1999.  From  inception  through  May 9, 2002,  the  Registrant  sought to become
engaged  in  providing  electronic  filing  services  for  clients  that need to
electronically file prospectuses,  registration statements,  and other documents
pursuant to federal securities laws with the Securities and Exchange  Commission
(the "SEC") via the SEC's electronic data gathering  system entitled  Electronic
Data Gathering Analysis and Retrieval ("EDGAR").  On May 9, 2002, a group of six
shareholders  owning 6,837,615 of the 7,686,125 issued and outstanding shares of
common stock of the  Registrant  entered into a stock  purchase  agreement  (the
"Agreement")  with  Midwest  Merger  Management,   LLC,  a  then  non-affiliated
privately owned Kentucky limited liability company ("Midwest"). In contemplation
of the stock sale, the selling shareholders  arranged for the termination of the
Registrant's failing electronic filing services business.  As of the date of the
Agreement, and for five years prior thereto, Midwest was engaged in the business
of identifying, acquiring and financing business operations.

Since May 9, 2002, the  Registrant  has not had any revenue from  operations and
has been  principally  engaged in seeking to  consummate a business  combination
with a profitable,  privately owned company.  Accordingly, the Registrant may be
deemed to be a blank  check  company.  As  defined  in  Section  7(b)(3)  of the
Securities  Act of 1933,  as amended (the  "Securities  Act "), a "blank  check"
company  is an entity  that has no  specific  business  plan or  purpose  or has
indicated that its business plan is to engage in a merger or an acquisition with
an unidentified  company or companies and is issuing "penny stock" securities as
defined in Rule 3(a)(51) of the Securities Exchange Act of 1934, as amended (the
"Exchange  Act").  The SEC and many  states  have  enacted  statutes,  rules and
regulations limiting the sale of securities of blank check companies.

The Registrant's  address is 477 Madison Avenue, 12th Floor, New York, NY 10022,
and its telephone and facsimile  numbers are (212) 308-8700 and (212)  308-3949,
respectively.  The  Registrant's  registered  agent in the  State of  Nevada  is
Pacific Stock Transfer Registrant. The Registrant's common stock is eligible for
trading on the NASD Over the Counter Bulletin Board, under the symbol EGRF.OB.

Recent Developments

In  April  2002,  the  Registrant  determined  it was in its best  interests  to
terminate its electronic filing services business direction.  Thereafter, and on
May 9, 2002, the Registrant entered into the Agreement with Midwest. Pursuant to
the Agreement,  Midwest purchased an aggregate of 6,837,615  (approximately 89%)
of the 7,686,125 issued and outstanding shares of the Registrant's  common stock
from six  individual  shareholders  in  consideration  for a  purchase  price of
$210,000.  At the closing,  the selling  shareholders  collectively  received an
aggregate of $110,000 and a  promissory  note in the amount of $100,000  with an
interest  rate of 5% per annum due within one year.  In addition,  in July 2002,
the selling shareholders received a total of 325,000 originally issued shares of
the  Registrant's  common stock in exchange for prior services valued at $6,500.
By virtue of the foregoing,  and in light of the fact that Midwest  acquired 89%
of the issued and outstanding shares of the Registrant's  common stock,  Midwest
may materially  influence and exercise  effective  control over the Registrant's
affairs,  including but not limited to, the election of directors.  Accordingly,
Midwest  may be  deemed  to have  become a parent  of the  Registrant.  Although
Midwest is actively seeking a new business  operation for the Registrant,  there
can be no assurance that  Midwest's plan of redirection  can be implemented in a
timely manner,  if at all, or that such plan will achieve any material degree of
success.

On October 2, 2002,  the  Registrant  initiated a private  offering of 1,000,000
restricted  shares of its  common  stock at $.01 per share for  working  capital
purposes.  The offering was conducted to accredited  investors  pursuant to Rule
506 of  Regulation  D under the  Securities  Act. On December  27,  2002,  three
accredited  investors  subscribed  for an aggregate  of 1,000,000  shares of the
Registrant's common stock at $.01 per share. The subscription  payments were due
within 30 days.  One  subscription  for 200,000 shares was collected in December
2002, and the remaining two subscriptions were collected in January 2003.

On March 19, 2004 the Registrant  filed the  Registration  Statement on Form S-8
registering  an aggregate of 5,000,000  shares of its common stock to underlying
grants under the Registrant's 2004 Stock Option Plan.


The Discontinued Electronic Filing Services Business

During the  period  from  inception  (May 28,  1999)  through  May 9, 2002,  the
Registrant sought to provide electronic filing services for clients that need to
electronically file prospectuses,  registration statements,  and other documents
pursuant to federal securities laws with the SEC via EDGAR.

Business of the Registrant

The Registrant will attempt to identify and negotiate with a business target for
the merger of that entity with and into the Registrant.  In certain instances, a
target  company may wish to become a subsidiary of the Registrant or may wish to
contribute or sell assets to the Registrant  rather than to merge. No assurances
can  be  given  that  the  Registrant  will  be  successful  in  identifying  or
negotiating  with any target company.  The Registrant  seeks 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.

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  Registrant,  and  the  substitution  by the  target  company  of its own
management  and  board  of  directors.  No  assurances  can be  given  that  the
Registrant  will  be able to  enter  into a  business  combination,  or,  if the
Registrant  does enter into such a business  combination  no  assurances  can be
given as to the  terms of a  business  combination,  or as to the  nature of the
target company.


Risk Factors

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

No Operating History or Revenue and Minimal Assets. The Registrant has never had
any  significant  revenues,  earnings,  or  operations.  The  Registrant  has no
significant  assets  or  financial  resources.   The  Registrant  will,  in  all
likelihood,  incur operating expenses without  corresponding  revenues, at least
until  the  consummation  of a  business  combination.  This may  result  in the
Registrant incurring a net operating loss which will increase continuously until
the  Registrant  can consummate a business  combination  with a target  company.
There can be no assurance  that the  Registrant  will be able to identify such a
target company and consummate such a business  combination on acceptable  terms,
or that  Midwest or  Brentwood  will  continue to fund the  Registrant's  losses
indefinitely.

Speculative Nature of the Registrant's  Proposed Operations.  The success of the
Registrant's  proposed  plan of  operation  will depend to a great extent on the
operations, financial condition and management of any identified target company.
While  management  intends to seek business  combinations  with entities  having
established  operating histories,  there can be no assurance that the Registrant
will be able to identify a candidate satisfying such criteria.  In the event the
Registrant  completes a business  combination,  the success of the  Registrant's
operations  will be dependent upon management of the target company and numerous
other factors beyond the Registrant's control.

Scarcity of and Competition for Business  Opportunities  and  Combinations.  The
Registrant  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 Registrant.  Nearly all such entities
have  significantly   greater  financial  resources,   technical  expertise  and
managerial  capabilities than the Registrant and,  consequently,  the Registrant
will  be  at  a  competitive   disadvantage  in  identifying  possible  business
opportunities and successfully completing a business combination.  Moreover, the
Registrant  will also compete  with  numerous  other small  public  companies in
seeking merger or acquisition candidates.

No Agreement for Business  Combination  or Other  Transaction.  No Standards for
Business  Combination.  The Registrant has no current arrangement,  agreement or
understanding  with  respect to engaging in a merger  with or  acquisition  of a
specific business entity.  There can be no assurance that the Registrant 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
Registrant.  There  can be no  assurance  that  the  Registrant  will be able to
negotiate a business  combination  on terms  favorable  to the  Registrant.  The
Registrant  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 company to have achieved, or without which the Registrant would
not consider a business combination with such business entity. Accordingly,  the
Registrant may enter into a business  combination  with a business entity having
losses,  limited or no potential for earnings,  limited  assets,  no significant
operating history, negative net worth or other negative characteristics.

Continued  Management  Control,  Limited  Time  Availability.  While  seeking  a
business  combination,  management  anticipates devoting up to twenty (20) hours
per month to the business of the  Registrant.  The  Registrant's  only executive
officer was Anthony R. Russo and its only "outside" director is Danny L. Pixler,
neither  of whom  have  entered  into  written  employment  agreements  with the
Registrant or are expected to do so in the  foreseeable  future.  The Registrant
has  not  obtained  key  man  life  insurance  on its  officers  and  directors.
Notwithstanding   the  combined  limited   experience  and  time  commitment  of
management. Mr. Russo has resigned from the Registrant on December 30, 2003.



Conflicts  of Interest - General.  Messrs.  Pixler,  the  Registrant's  Director
participates  in other  business  ventures  which may compete  directly with the
Registrant.  Although none are  anticipated,  conflicts of interest and non-arms
length transactions may also arise in the future. Management does not anticipate
that the Registrant  will 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. See "ITEM
9. Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act.

Reporting  Requirements  May Delay or  Preclude  Acquisition.  Section 13 of the
Exchange  Act requires  the  Registrant  to provide  certain  information  about
significant   acquisitions  including  certified  financial  statements  of  the
business  being  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 financial  statements  may  significantly
delay or essentially preclude consummation of an otherwise desirable acquisition
by the  Registrant.  Acquisition  prospects  that do not have or are  unable  to
obtain the required audited statements may not be appropriate for acquisition so
long as the reporting requirements of the Exchange Act are applicable.

Lack of Market  Research  or  Marketing  Organization.  The  Registrant  has not
conducted, nor have others made available to it, market research indicating that
demand exists for the transactions  contemplated by the Registrant.  Even in the
event demand exists for a merger or acquisition of the type  contemplated by the
Registrant,  there can be no assurance  the  Registrant  will be  successful  in
completing any such business combination.

Lack  of  Diversification.   The  Registrant's  proposed  operations,   even  if
successful,  will, at least in the short term and in all  likelihood in the long
term, result in the Registrant engaging in a business  combination with only one
business opportunity.  Consequently, the Registrant's activities will be limited
to those engaged in by the business opportunity which the Registrant merges with
or acquires.  The  Registrant's  inability to diversify  its  activities  into a
number of areas may subject the  Registrant  to economic  fluctuations  within a
particular business or industry and therefore increase the risks associated with
the Registrant's operations.

Probable Change in Control and Management.  A business combination involving the
issuance of the  Registrant's  common stock will, in all  likelihood,  result in
shareholders  of a  target  company  obtaining  a  controlling  interest  in the
Registrant.  Any such  business  combination  may  require  shareholders  of the
Registrant to sell or transfer all or a portion of the Registrant's common stock
held by them.  The  resulting  change in control of the  Registrant  will likely
result in removal of the present  officers and directors of the Registrant and a
corresponding  reduction in or elimination of their  participation in the future
affairs of the Registrant.

Reduction of Percentage  Share Ownership  Following  Business  Combination.  The
Registrant's  primary  plan of  operation  is based upon the  consummation  of a
business  combination  with a business  entity which,  in all  likelihood,  will
result in the Registrant  issuing  securities to  shareholders  of such business
entity.  The issuance of previously  authorized and unissued common stock of the
Registrant  would  result in  reduction  in  percentage  of shares  owned by the
present  shareholders of the Registrant and would most likely result in a change
in control and/or management of the Registrant.

Aspects  of Blank  Check  Offering.  The  Registrant  may enter  into a business
combination  with a business  entity that desires to establish a public  trading
market for its shares. A target company may attempt to avoid what it deems to be
adverse  consequences  of  undertaking  its own  public  offering  by  seeking a
business combination with the Registrant. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering,  loss of voting control to public  shareholders
or  the  inability  to  obtain  an  underwriter  on  terms  satisfactory  to the
Registrant or the target.

Taxation.  Federal and state tax consequences will, in all likelihood,  be major
considerations  in  any  business  combination  the  Registrant  may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Registrant intends to structure any business  combination so as
to minimize the federal and state tax  consequences  to both the  Registrant and
the  target  company;  however,  there can be no  assurance  that such  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 both parties
to the transaction or their respective shareholders.

Requirement   of  Audited   Financial   Statements   May   Disqualify   Business
Opportunities.  Pursuant to SEC  regulations,  management of the Registrant will
request  that any  potential  business  opportunity  provide  audited  financial
statements.  One or more  potential  combination  candidates  may opt to  forego
pursuing  a  business  combination  with the  Registrant  rather  than incur the
burdens  associated with preparing audited financial  statements.  In such case,
the  Registrant  may  choose  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  would  be  provided  after  closing  of such a  transaction.  Closing
documents for such a transaction  may include  representations  that the audited
financial  statements  will  not  materially  differ  from  the  representations
included in such closing documents.

ITEM 2. DESCRIPTION OF PROPERTY

Pursuant to an Advisory and  Occupancy  Services  Agreement  dated  December 30,
2002, (the "Advisory Agreement") with Brentwood Capital Corp., a privately owned
business development company and 6% stockholder of the Registrant's common stock
("Brentwood"),  the Registrant occupies 300 square feet of office space, located
at 477 Madison Avenue,  12th Floor,  New York, NY 10022.  The office  facilities
were provided without charge from May through  September,  2002, and at the rate
of  $2,000  per  month  thereafter  for a  minimum  of one year  and  cancelable
thereafter  upon  60  days  notice.  Midwest,  a  principal  stockholder  of the
Registrant, is a client of Brentwood. The Registrant's current office facilities
are adequate for the Registrant's present needs, and management expects that the
Registrant will continue this arrangement until the completion of an acquisition
or merger. The Registrant believes that its monthly rent is equal or better than
that which could have been obtained from a  non-affiliated  landlord in the same
geographic area in New York City.

ITEM 3. LEGAL PROCEEDINGS

Since the date of the Agreement, no legal proceedings have been pending against
the Registrant. As of the date of this Report, no legal proceedings have been
threatened against or settled by the Registrant.

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

Since its  incorporation,  the Registrant has not conducted an Annual Meeting of
its  stockholders  pursuant to definitive  proxy materials under  Regulation 14A
under the Exchange Act , or otherwise.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information.

Since  approximately  December 31, 2002, the Registrant's common stock, its only
class  of  trading   securities,   has  been   eligible   for   trading  in  the
over-the-counter  market on the OTC Bulletin  Board Market.  However,  and since
December 31, 2002, and as reported by NASDAQ, there has been no reported trading
in the Registrant's common stock.

In recent  years,  the stock  market has  experienced  extreme  price and volume
fluctuations  that have had a  substantial  effect on the market prices for many
small  and  emerging  growth  companies  such as the  Registrant,  which  may be
unrelated  to  the  operating  performances  of  the  specific  companies.  Some
companies  that have  experienced  volatility in the market price of their stock
have been the objects of securities class action  litigation.  If the Registrant
became the object of  securities  class  action  litigation,  it could result in
substantial  costs and a diversion of its  management's  attention and resources
and have an adverse effect on the Registrant's  ability to consummate a business
combination.  In addition,  holders of shares of the  Registrant's  common stock
could suffer  substantial losses as a result of fluctuations and declines in the
market price of the Registrant's common stock.

The trading of shares of the Registrant's common stock is subject to limitations
set forth in Rule 15g-9 of the Exchange Act.  This rule imposes  sales  practice
requirements  on  broker-dealers  who sell  so-called  "penny stocks" to persons
other  than  established   customers,   accredited  investors  or  institutional
investors. For any transaction involving a penny stock, unless exempt, the rules
require that a broker or dealer: (i) approve a person's account for transactions
in penny stocks;  and (ii) receive from the investor a written  agreement to the
transaction,  setting  forth the  identity and quantity of the penny stock to be
purchased.  In order to approve a person's  account  for  transactions  in penny
stocks,  the  broker  or dealer  must:  (i)  obtain  financial  information  and
investment  experience and objectives of the person;  and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient  knowledge and experience in financial matters to
be capable of evaluating the risks of transactions  in penny stocks.  The broker
or dealer  must also  deliver,  prior to any  transaction  in a penny  stock,  a
disclosure  schedule  relating to the penny stock  market,  which,  in highlight
form,  (i)  sets  forth  the  basis on  which  the  broker  or  dealer  made the
suitability determination; and (ii) that the broker or dealer received a signed,
written  agreement from the investor prior to the  transaction.  Disclosure also
has to be made  about  the risks of  investing  in penny  stocks in both  public
offerings and in secondary  trading,  and about commissions  payable to both the
broker-dealer  and the  registered  representative,  current  quotations for the
securities  and the rights and  remedies  available  to an  investor in cases of
fraud in penny stock transactions.  Finally,  monthly statements have to be sent
disclosing  recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

(b) Holders

As of December 31, 2003, the  approximate  number of holders of record of shares
of the  Registrant's  Common Stock,  $.001 par value per share, the Registrant's
only class of trading securities, was believed by management to be as follows:

            Title of Class                      Number of Record Holders
            Common Stock, $.001 par                      68

Management  believes there are many  shareholders  whose  securities are held in
street name with various brokerage  houses.  The exact number of shareholders is
unknown to the Registrant.

(c) Dividends

The Registrant  has paid no dividends  since its  incorporation.  Other than the
requirements of Chapter 78 of the Nevada Revised Statutes that dividends be paid
out of capital  surplus only and that the  declaration and payment of a dividend
not  render  the  Registrant  insolvent,   there  are  no  restrictions  on  the
Registrant's present or future ability to pay dividends.

The payment by the  Registrant of dividends,  if any, in the future rests within
the  discretion of its Board of Directors  and will depend,  among other things,
upon the  Registrant's  earnings,  its capital  requirements,  and its financial
conditions, as well as other relevant factors.

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

Results of Operations

During the year ended December 31, 2003, the  Registrant  had  discontinued  its
business operations and did not earn any significant revenues.

From  May  9,  2002  to  December  30,  2002,  the   Registrant's   general  and
administrative  expenses were mitigated due to Brentwood allowing the Registrant
to operate on a rent-free basis within its premises  through  September 1, 2002,
and at $2,000  per month  thereafter.  Commencing  on May 1,  2002,  and for the
entire year covered by this report, the Registrant's  general and administrative
expenses  were  entirely  attributable  to  the  Advisory  Agreement,   and  the
incidental  overhead  expenses  associated  with seeking a business  combination
candidate.

The  Registrant  did not conduct any  research  and  development  or selling and
marketing  activities  in the two fiscal  years ended  December  31,  2003.  The
Registrant is not currently  conducting any research and  development or selling
and marketing activities.

During the fiscal year ended December 31, 2003, the Registrant  recognized a net
loss of  $44,519.  The net loss was  principally  the  result of  administrative
expenses,   including  office  expenses  under  the  Advisory   Agreement,   and
professional  fees in the amount of $44,007.  The Registrant does not anticipate
sales of any products or services in the foreseeable  future other than those of
a potential merger partner.

The significant reduction in both the Registrant's gross revenue and general and
administrative expenses for the fiscal year ended December 31, 2003, compared to
those of the  preceding  year,  was entirely  attributable  to the  Registrant's
divestiture of its failing  electronic filing service  operations in April 2002.
This divestiture left the Registrant  without  prospects of earning revenues and
income from EDGAR filing services. Accordingly, the continued economic viability
of the Registrant is entirely dependent upon: (1) Midwest's continued support of
its administrative expenses and reporting obligations,  and (2) the Registrant's
merger with a profitable  operating  company.  The future of the  Registrant  is
entirely dependent on new management's  ability to secure a business combination
partner or establish profitable operations.

Financial Condition

On May 1, 2002, the Registrant  changed its direction from providing  electronic
filing services to searching for a business  combination partner. As of December
31,  2003,  the  Registrant  did not have any  significant  cash or assets.  The
Registrant's current liabilities of $57,072 at December 31, 2003,  represented a
$46,519 increase from the Registrant's current liabilities at December 31, 2002.
The increase was attributable to the Advisory  Agreement.  During December 2002,
the Registrant  accepted  subscriptions  for 1,000,000 shares of common stock at
$.01 per share, including payment for 200,000 of such shares. In accordance with
the terms of the offering,  the  subscriptions  for the remaining 800,000 shares
were paid in January 2003.

The  Registrant is  authorized  to issue up to  20,000,000  shares of its Common
Stock and up to 5,000,000 shares of Preferred Stock,  $.001 par value per share.
At December 31, 2003,  there were 9,011,125  shares of the  Registrant's  Common
Stock  issued and  outstanding,  the same number as at  December  31,  2002.  At
December 31, 2003 and 2002, no shares of the  Registrant's  Preferred Stock were
issued and outstanding.

Capital Expenditures

The Registrant did not have any material commitments for capital expenditures at
December 31, 2003 or 2002.

Effects of Inflation

The Registrant  believes that the relatively moderate rate of inflation over the
past few years has not had a significant  impact on the  Registrant's  financial
position or operating results.

Forward Looking Statements

This report includes "Forward-Looking  Statements" within the meaning of Section
27A of the  Securities  Act and Section 21E of the Exchange Act. Any  statements
that express or involve  discussions with respect to predictions,  expectations,
beliefs,  plans,  projections,  objectives,  assumptions  or  future  events  or
performance (often, but not always,  using words or phrases such as "expects" or
"does not  expect",  "is  expected",  "anticipates"  or "does  not  anticipate",
"plans",  "estimates" or "intends",  or stating that certain actions,  events or
results  "may",  "could",  "would",  "might"  or "will"  be  taken,  occur or be
achieved) are not statements of historical  fact and may be considered  "forward
looking  statements".  Such statements are included,  among other places in this
report, in the sections entitled  "Management's  Discussion and Analysis or Plan
of  Operation,"   "Description  of  Business"  and  "Description  of  Property."
Forward-looking statements are based on expectations,  estimates and projections
at the  time the  statements  are  made  that  involve  a  number  of risks  and
uncertainties  which could cause actual  results or events to differ  materially
from those  presently  anticipated.  Although we believe  that the  expectations
reflected in such forward-looking  statements are reasonable, the Registrant can
give no assurance that such expectations will prove to have been correct.

Code of Ethics

Presently we have not adopted a code of ethics that applies to the  Registrant's
Chief Executive Officer and Chief Financial Officer.  The Board of Directors has
set up a  committee  that is  preparing  a  proposal  to be adopted by the board
within the next ninety days.


ITEM 7.  FINANCIAL STATEMENTS



Report of Independent Accountants


Balance Sheets at December 31, 2003 and 2002


Statements of Operations for the Years Ended December 31, 2003 and 2002

Statement of Stockholders' Equity (Deficiency)
    for the Years Ended December 31, 2003 and 2002


Statements of Cash Flows for the Years Ended December 31, 2003 and 2002


Notes to Financial Statements






                                BLOOM & CO., LLP

                          Certified Public Accountant
                          50 Clinton Street Suite 502
                           Hempstead, New York 11550
                               Tel. 516 486-5900

                          INDEPENDENT AUDITOR'S REPORT

Board of Directors
Edgar Filing.net, Inc.
477 Madison Avenue - 12th Floor
New York, NY 10022


We have audited the accompanying balance sheets of Edgar Filing.Net,  Inc. as of
December 31, 2003 and 2002, and the related statements of Operations,  Statement
of Changes in  Stockholders'  Equity , and cash flows for the years then  ended.
These  financial   statements  are  the   responsibility   of  the  Registrant's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.


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


In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Edgar Filing.Net.  Inc. as of
December 31, 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  Edgar
Filing.Net,  Inc. will continue as a going concern.  As discussed in the Note 3,
the Registrant has sustained  accumulated losses of $226,092,  from inception to
December 31, 2003 and has  discontinued  its principal line of  operations.  The
Registrant's  ability  to  continue  as a going  concern is  dependent  upon the
successful completion of management plans to raise equity capital to finance the
operating  and capital  requirements  of Edgar  Filing.Net,  Inc.  including its
search for a viable business combination candidate. Management's plans in regard
to these matters are also  described in Note 3. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

Bloom & Co., LLP
Hempstead, New York
March 29, 2004


                             Edgar Filing.net, Inc.
                                 Balance Sheets

                                                          December 31,
                                                       2003            2002
                                                     -------         -------

Current Assets:
   Cash & equivalents                              $  10,000      $       -
   Accounts receivable                                    --              -
                                                    --------         ------

          Total Current Assets                     $  10,000      $       -
                                                    --------         ------

Total Assets                                       $  10,000      $       -
                                                    ========         ======
Liabilities and Stockholders' Equity

Current Liabilities:
   Due Brentwood Capital Corp.                     $  56,655      $ 10,153
   Income taxes payable                                  417           400
                                                    --------       -------

          Total Current Liabilities                $  57,072      $ 10,553
                                                    --------       -------


Stockholders' Equity (Impairment):
Preferred stock, $0.001 par value,
 5,000,000 shares authorized, no shares
issued or outstanding                                    --            --
Common stock, $0.001 par value,
 20,000,000 shares authorized,
 9,011,125 shares issued and outstanding
 at December 31, 2003 and 2002, respectively           9,011        9,011
Additional paid-in capital                           170,009      170,009
Subscriptions receivable                                  --     (  8,000)
Retained deficit                                    (226,092)    (181,573)
                                                  ----------    ---------

         Total Stockholders' Equity (Impairment)     (47,072)     (10,553)
                                                  ----------    ---------
Total Liabilities and Stockholders' Equity         $  10,000     $     --
                                                  ==========    =========

The accompanying notes are an integral part of these financial statements.




                             Edgar Filing.net, Inc.
                            Statements of Operations



                                                       For the years ended
                                                           December 31,
                                                   -----------------------------
                                                  2003                 2002
                                                 ------                -----

Revenue                                       $      --           $      --
                                               --------            --------

Expenses:
   Salary                                            --               5,833
   Professional fees                             16,754                  --
   Administrative expenses                       27,253              22,025
                                               --------            --------

Total expenses                                   44,007              27,858
                                               --------            --------


Operating loss                                  (44,007)           (27,858)
Other income:
   Interest income                                   --                 15
                                               --------            -------


Loss before taxes                               (44,007)           (27,843)
Provision for taxes                                 512                400
                                              ---------           --------

Net loss                                     $  (44,519)       $   (28,243)
                                              =========           ========

Net loss per share                           $    (0.01)       $     (0.01)
                                              =========           ========



Weighted average number of
   common shares outstanding                  9,011,125          9,011,125
                                              =========          =========


The accompanying notes are an integral part of these financial statements.




                             Edgar Filing.net, Inc.
                 Statements of Changes in Stockholders' Equity





                                     Common Stock          Add'l      Subscrip-
                                 Shares         Amount    Capital     Receivable


Balance,
 January 1, 2002                7,686,125      $ 7,686      $154,834 $      --
Shares issued for services        325,000          325         6,175        --
Sale of common stock            1,000,000        1,000         9,000    (8,000)
Net loss                               --           --            --        --

Balance,
  December 31, 2002             9,011,125      $ 9,011      $170,009   $ (8,000)
Proceeds from Subscription             --           --            --      8,000
Net Loss                               --           --            --         --
                                ---------       ------       -------    -------
Balance, December 31, 2003      9,011,125      $ 9,011      $170,009   $     --
                                =========       ======       =======    =======



                                      Retained         Total Stockholders'
                                       Earnings           Equity
                                     ----------        -------------------

Balance, January 1, 2002              $(153,330)              $9,190

Shares issued for services                   --                6,500
Sale of common stock                         --                2,000

Net loss                                (28,243)             (28,243)
                                       --------             --------


Balance, December 31, 2002            $(181,573)            $(10,553)

Proceeds from Subscription                   --                8,000
Net Loss                                (44,519)             (44,519)
Balance, December 31, 2003            $(226,092)            $(47,072)
                                       --------              -------




The accompanying notes are an integral part of these financial statements.




                             Edgar Filing.net, Inc.
                            Statements of Cash Flows



                                                  For the years ended
                                                      December 31,
                                              ----------------------------
                                                   2003              2002
                                                   ----              ----


Cash flows from operating activities:
Net loss                                        $(44,519)        $ (28,243)
                                                ---------          -------

Adjustments to reconcile net loss to
net cash used by operating activities:
  Decrease in accounts receivable                     --            2,267
  Increase in accrued expenses payable                --           10,153
  Increase/(Decrease) in income taxes payable         17             (745)
  Common shares issued for prior services             --            6,500
                                                --------          -------

Net cash used in operating activities            (44,502)         (10,068)
                                                --------          -------


Cash flows from investing activities
       Due to Brentwood Capital Corp.             46,502              --
       Common stock issued for cash                8,000           2,000
                                                --------          -------

Net cash used in investing activities             54,502           2,000
                                                --------          ------

Net increase/(decrease) in cash                   10,000          (8,068)

Cash - beginning                                      --           8,068
                                               ---------         -------

Cash - ending                                 $   10,000       $      --
                                               =========         =======

Supplemental disclosures:
   Interest paid                              $       --       $      --
                                              ==========      ==========

   Income taxes paid                          $       --       $      --
                                              ==========      ==========


The accompanying notes are an integral part of these financial statements.



                             Edgar Filing.net, Inc.
                         Notes to Financial Statements

Note 1 - History and Organization of the Registrant

Edgar Filing.net,  Inc. (the "Registrant") was incorporated in Nevada on May 28,
1999.  From  inception  through  May 9, 2002,  the  Registrant  sought to become
engaged  in  providing  electronic  filing  services  for  clients  that need to
electronically file prospectuses,  registration statements,  and other documents
pursuant to federal securities laws with the Securities and Exchange  Commission
(the "SEC") via the SEC's electronic data gathering  system entitled  Electronic
Data Gathering Analysis and Retrieval ("EDGAR").  On May 9, 2002, the Registrant
ceased all business  operations and entered into a stock purchase agreement (the
"Agreement")  with  Midwest  Merger  Management,   LLC,  a  then  non-affiliated
privately owned Kentucky limited liability company  ("Midwest").  As of the date
of the Agreement,  and for five years prior thereto,  Midwest was engaged in the
business of identifying, acquiring and financing business operations.

Since May 9, 2002, the  Registrant  has not had any revenue from  operations and
has been  principally  engaged in seeking to  consummate a business  combination
with a profitable  privately owned company.  Accordingly,  the Registrant may be
deemed to be a blank  check  company.  As  defined  in  Section  7(b)(3)  of the
Securities  Act of 1933, as amended,  a "blank check"  company is an entity that
has no specific business plan or purpose or has indicated that its business plan
is to engage in a merger  or an  acquisition  with an  unidentified  company  or
companies and is issuing "penny stock" securities as defined in Rule 3(a)(51) of
the  Exchange  Act..  The SEC and many states have enacted  statutes,  rules and
regulations limiting the sale of securities of blank check companies.

The Registrant's  address is 477 Madison Avenue, 12th Floor, New York, NY 10022,
and its telephone and facsimile  numbers are (212) 308-8700 and (212)  308-3949,
respectively.  The  Registrant's  registered agent in the State of Nevada is The
Corporation  Trust  Registrant.  The  Registrant's  common stock is eligible for
trading over the counter, in the pink sheets, under the symbol EGRF.

Note 2 - Summary of Significant Accounting Policies

Accounting policies and procedures have not been determined except as follows:

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

Fair Value of Financial  Instruments - Fair value estimates discussed herein are
based upon certain market  assumptions  and pertinent  information  available to
management as of December 31, 2003.  The  respective  carrying  value of certain
on-balance-sheet  financial  instruments  approximated their fair values.  These
financial  instruments  include  cash and  accounts  payable.  Fair  values were
assumed to approximate  carrying  values for cash and payables  because they are
short term in nature and their carrying amounts  approximate fair values or they
are payable on demand.

Cash and Cash  Equivalents - For purposes of financial  statement  presentation,
the  Registrant  classifies  all highly  liquid  investments  purchased  with an
original  maturity  of  three  months  or  less  to be  cash  equivalents.  Cash
equivalents include money market funds of $-0- at December 31, 2003.

Accounting Method - The Registrant reports income and expenses on the accrual
method.

Reporting on the Costs of Start-Up  Activities - Statement of Position 98-5 (SOP
98-5),  "Reporting on the Costs of Start-Up Activities," which provides guidance
on the financial reporting of start-up costs and organizational  costs, requires
most costs of start-up  activities  and  organizational  costs to be expensed as
incurred.  SOP 98-5 is effective for fiscal years  beginning  after December 15,
1998.  With the adoption of SOP 98-5,  there has been little or no effect on the
Registrant's financial statements.

Loss Per Share - Net loss per share is provided in accordance  with Statement of
Financial  Accounting  Standards No. 128 (SFAS #128) "Earnings Per Share". Basic
loss per share is computed by dividing losses  available to common  stockholders
by the weighted average number of common shares  outstanding  during the period.
As of December 31, 2003, the Registrant had no common stock equivalents, such as
stock options or warrants.

Income Taxes - The Registrant follows Statement of Financial Accounting Standard
No. 109,  "Accounting  for Income  Taxes"  ("SFAS No.  109") for  recording  the
provision for income  taxes.  Deferred tax assets and  liabilities  are computed
based upon the difference  between the financial  statement and income tax basis
of assets and  liabilities  using the enacted  marginal tax rate applicable when
the related  asset or liability is expected to be realized or settled.  Deferred
income  tax  expenses  or  benefits  are  based on the  changes  in the asset or
liability  each period.  If available  evidence  suggests that it is more likely
than not  that  some  portion  or all of the  deferred  tax  assets  will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized.  Future  changes in such
valuation  allowance are included in the provision for deferred  income taxes in
the period of change.

Deferred income taxes may arise from temporary differences resulting from income
and  expense  items  reported  for  financial  accounting  and tax  purposes  in
different  periods.  Deferred  taxes are  classified as current or  non-current,
depending on the  classification of assets and liabilities to which they relate.
Deferred  taxes arising from  temporary  differences  that are not related to an
asset or liability  are  classified as current or  non-current  depending on the
periods in which the temporary differences are expected to reverse.

Stock-Based  Compensation - The Registrant  accounts for  stock-based  awards to
employees  in  accordance  with  Accounting  Principles  Board  Opinion  No. 25,
"Accounting for Stock Issued to Employees" and related  interpretations  and has
adopted  the  disclosure-only  alternative  of  FAS  No.  123,  "Accounting  for
Stock-Based   Compensation."   Options  granted  to   consultants,   independent
representatives  and other  non-employees are accounted for using the fair value
method as prescribed by FAS No. 123.

Dividends - The Registrant has not yet adopted any policy  regarding  payment of
dividends. No dividends have been paid since inception.

Year End - The Registrant has adopted December 31 as its fiscal year end.

Note 3 - Going Concern

These  financial  statements  have been  prepared in accordance  with  generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal  course of  business.  The  Registrant  has  sustained  losses  since
inception and has  accumulated  losses of $226,092 as of December 31, 2003.  The
Registrant's  ability  to  continue  as a going  concern is  dependent  upon the
successful  completion of additional  financing  arrangements and its ability to
achieve a business  combination  with a profitable  entity.  Management plans to
raise equity  capital to finance the operating and capital  requirements  of the
Registrant  including its search for a viable  business  combination  candidate.
While the  Registrant  is expending its best efforts to achieve the above plans,
there is no assurance  that such  activity  will  generate  sufficient  funds to
accomplish its business purpose, or that the Registrant's business plans will be
successful.

Note 4 - Income Taxes

The Registrant accounts for income taxes under Statement of Financial Accounting
Standards  No.  109,  "Accounting  for Income  Taxes"  ("SFAS No.  109"),  which
requires use of the  liability  method.  SFAS No. 109 provides that deferred tax
assets and  liabilities  are recorded based on the  differences  between the tax
bases of  assets  and  liabilities  and their  carrying  amounts  for  financial
reporting purposes,  referred to as temporary  differences.  Deferred tax assets
and  liabilities  at the end of each period are  determined  using the currently
enacted tax rates applied to taxable income in the periods in which the deferred
tax assets and liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount  computed by applying the
statutory  federal income tax rate to income before  provision for income taxes.
The sources and tax effects of the differences are as follows:

                                                 Estimated Tax Asset
                                                       On NOL
                                                 --------------------
    U.S federal statutory rate    (34.0%)                  $53,361
    Valuation reserve              34.0%                   (53,361)
                                 ------                    -------
    Total                            - %                   $    --
                                 ------                    -------



As of December 31, 2003, the Registrant has a net operating loss carryforward of
approximately  $156,947  for tax  purposes,  which will be  available  to offset
future taxable income.  If not used, this  carryforward  will expire through the
year 2023.



                                                                 Estimated Tax
Year Loss       Expiration         Capital         Operating      Asset on Net
Incurred           Date              Loss             Loss       Operating Loss
---------       ----------         -------         ----------    --------------


2000              2020            $75,633(A)       $  38,139      $ 12,967
2001              2021                 --             46,046        15,656
2002              2022                 --             28,243         9,602
2003              2023                 --             44,519        15,136
                                   ------            -------       -------
                                  $75,633           $156,947      $ 53,361
                                   ======            =======       =======

 (A)Can be carried over for five years to offset capital gains only.



Internal  Revenue Code Section 382  establishes a limit on the amount of NOLs of
the Registrant that may be used to offset income after the ownership change that
occurred on May 9, 2002.

Under the  Section 382 there will be an owner shift any time there is a transfer
of stock by a person  who  directly,  or  indirectly,  owns  more than 5% of the
corporation and the percentage of stock of the corporation  owned by one or more
five percent  shareholders  has  increased,  in the  aggregate,  by more than 50
percentage points over the lowest percentage of stock owned by such shareholders
at any time during the  "testing  period.  The  "testing  period" is generally a
three-year period ending on the date of any owner or equity structure shift.

The amount of  post-change  income  that may be offset by  pre-change  losses is
limited each year by the "Section 382  Limitation."  Generally,  the Section 382
Limitation  is an  amount  equal  to the  value  of  the  old  loss  corporation
multiplied by a rate established monthly by the Internal Revenue Service.

Note 5 - Stockholders' Equity

The  Registrant  is authorized  to issue  20,000,000  shares of $0.001 par value
common stock and 5,000,000 shares of $0.001 par value preferred stock.

In July 2002,  as part of the change in control of the  Registrant,  the selling
shareholders received 325,000 of the Registrant's common shares valued at $6,500
or $.02 per share for services rendered.

On October 2, 2002,  the  Registrant  initiated a private  offering of 1,000,000
restricted  shares of its  common  stock at $.01 per share for  working  capital
purposes.  The offering was conducted to accredited  investors  pursuant to Rule
506 of  Regulation  D under the  Securities  Act. On December  27,  2002,  three
accredited  investors  subscribed  for an aggregate  of 1,000,000  shares of the
Registrant's common stock at $.01 per share. The subscription  payments were due
within 30 days.  One  subscription  for 200,000 shares was collected in December
2002, and the remaining two  subscriptions  were collected in January 2003. As a
result of the  foregoing  transactions,  the number of the  Registrant's  common
shares outstanding at December 31, 2003 was 9,011,125.

Note 6 - Related Party Transactions


Conflict of Interest

The officers  and  directors of the  Registrant  are involved in other  business
activities  and  may,  in  the  future,   become   involved  in  other  business
opportunities.  If a  specific  business  opportunity  becomes  available,  such
persons may face a conflict in selecting  between the Registrant and their other
business  interests.  The  Registrant  has  not  formulated  a  policy  for  the
resolution of such conflicts.

Advisory and Occupancy Services Agreement

On December 30, 2002,  the  Registrant  and Brentwood  Capital Corp.  entered an
advisory service and occupancy agreement, effective as of May 1, 2002. Brentwood
is a  privately  owned  merchant  bank  retained by  Midwest,  the  Registrant's
majority shareholder. The provisions of the agreement include the following:

1.   Brentwood agreed to provide the Registrant "advisory services" including:

     A.Professional accounting, reporting, and document editing services.

     B.Assistance in initiation,  discussion, and negotiation, and establishment
       of strategic  merger  agreements  or exit  strategies  and related due
       diligence analysis.

     C.Introduce the Registrant to potential funding sources.

2.   Brentwood  agreed to provide the Registrant 300 square feet of office space
     on the 12th  Floor of 477  Madison  Avenue,  New  York,  New  York,  office
     equipment  and  furniture,   telephone   service,   reception,   and  other
     administrative services.

As  a  compensation  for  Brentwood's  services  the  Registrant  undertook  the
following:

     1.   The  Registrant  agreed to pay a monthly rental of $2,000 to Brentwood
          as the  occupancy  fee,  commencing  from  October 1, 2002.  Brentwood
          waived  the rental for the  period  from May 1 through  September  30,
          2002.

     2.   The  Registrant  agreed  to  pay  $1,000  to  Brentwood  for  advisory
          services,  commencing  on January 1,  2003.  Brentwood  waived all the
          advisory  fees for the period May 1, 2002 to September  30, 2003.  The
          out of pocket  costs are  included in the  advisory  services  fee and
          should be reimbursed by the Registrant.

Brentwood  has the  right to  receive  its  Business  Advisory  Service  fees in
restricted  shares of the Registrant's  common stock. The restricted shares will
be valued  at 33 1/3% of the mean of the  closing  bid and  asked  prices of the
stock during the ten trading days immediately  preceding the written notice form
the Registrant.

The  Registrant  may  terminate  the  contract by  agreement or giving a written
notice of cancellation  at least 90 days prior to the termination  date together
with payment of all outstanding fees.

At December 31, 2003, the Registrant  owed Brentwood  $33,000 for occupancy fees
and $23,655 in general and administrative expenses for a total of $56,655.


Note 7 - Warrants and Options

There are no warrants or options outstanding to acquire any additional shares of
the Registrant's common stock.

Note 8 - Subsequent Events

On March 19, 2004 the Registrant  filed the  Registration  Statement on Form S-8
registering  an  aggregate  of  5,000,000  shares of its common  stock under the
Registrant's 2004 Stock Option Plan.

On March 1, 2004,  the  Registrant  commenced a private  offering  of  1,000,000
restricted  shares of its common stock at $.0045 per share. On March 26, Midwest
subscribed  for an aggregate  of 988,875  shares and will pay $45,000 in cash to
the Registrant before March 31, 2004.


In February 2004,  Midwest,  Brentwood and another stockholder reached a meeting
of the minds on the terms  pursuant  to which they would sell their  controlling
interest in the Registrant to a non-affiliated  purchaser in  consideration  for
$350,0000.  The  purchase  price is to be payable  $175,000  at closing  and the
balance in 18 months  pursuant to 4% promissory  note secured by an aggregate of
3,204,741 of the shares to be purchased.


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL  DISCLOSURE During the two fiscal year ending December 31, 2003, there
have been no changes in or disagreements  with the  Registrant's  accountants on
any matter of accounting or financial disclosure.

ITEM 8A. CONTROLS AND PROCEDURES

(a)  Evaluation  of  Disclosure  Controls and  Procedures.  As of the end of the
period  covered by this  Annual  Report on Form  10-KSB,  Danny L.  Pixler,  the
Registrant's  principal  executive  officer and its principal  financial officer
carried out an  evaluation of the  effectiveness  of the design and operation of
the  Registrant's  disclosure  controls  and  procedures  (as  defined  in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange
Act").  Mr.  Pixler  concluded  that the  Registrant's  disclosure  controls and
procedures are  effective:  (i) in timely  alerting him to material  information
required to be included in the  Registrant's  periodic  Securities  and Exchange
Commission reports; and (ii) to ensure that information required to be disclosed
by the  Registrant  in  reports  that it  intends  to file or  submit  under the
Exchange Act are recorded,  processed,  summarized and reported  within the time
periods  specified in Securities  and Exchange  Commission  rules and forms.  It
should be noted that the design of any system of  controls is based in part upon
certain  assumptions about the likelihood of future events,  and there can be no
assurance  that any design will succeed in achieving  its stated goals under all
potential future conditions, regardless of how remote.

(b) Changes in Internal Controls.  The Registrant made no significant changes in
its evolving  internal  controls or in other  factors  that could  significantly
affect  these  controls   including  any  corrective   actions  with  regard  to
significant deficiencies and material weaknesses,  subsequent to the date of the
evaluation  of those  controls by the  Registrant's  Chief  Executive  and Chief
Financial officer.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
     WITH SECTION 16(a) OF THE Exchange Act

(a)  Identify Directors and Executive Officers.

The following table sets forth:  (1) names and ages of all persons who presently
are and who have been selected as directors of the Registrant; (2) all positions
and offices with the Registrant held by each such person; (3) the term or office
of each person named as a director; and 4) any period during which he or she has
served as such:

                   Duration and Date        Position &                Age and
                   of Expiration of         Office with              Director
Name                Present Term             Registrant                Since
--------------------------------------------------------------------------------

Anthony R. Russo       One Year        Chief Executive and Financial    61/
                       12/30/03           Officer, and Director  (1)  5/9/02

Danny L. Pixler        One Year        Chief Executive and Financial    55/
                       12/31/04           Officer and Director (1)    5/9/02

Peter Campitiello      One Year
                       12/31/04         Secretary and Director (1)   12/30/03
--------------------

(1) On December 30, 2003, Mr. Russo resigned as a director for personal  reasons
and the board of directors  nominated and elected Peter Campitiello in his place
and stead. Subsequently,  and on the same date, the Board of Directors nominated
and elected Mr. Pixler as the  Registrant's  Chief  Executive  Officer and Chief
Financial Officer; and nominated Mr. Campitiello as the Registrant's Secretary.

There is no  understanding  or  arrangement  between any  directors or any other
person or persons pursuant to which such  individual,  was or is to be, selected
as a director or nominee of the Registrant.

Business Experience

Anthony R. Russo served as the Registrant's  President,  Chief Financial Officer
and a Director from May 9, 2002 to December 30, 2003.  Simultaneously  therewith
since  September  1999, Mr. Russo has served as the President,  Chief  Financial
Officer and director of Amici  Ventures,  Inc., an inactive  publicly  owned New
York corporation with a class of securities registered pursuant to Section 15(d)
of the Exchange Act.  Simultaneously  therewith  since March 2000, Mr. Russo has
served as the  President,  Chief  Financial  Officer  and  director  of Momentum
Holdings Corporation, an inactive publicly owned and traded Delaware corporation
with a class of securities  registered pursuant to Section 12(g) of the Exchange
Act.  Simultaneously  therewith  since March 2002, Mr. Russo served as President
and director of Certified  Services,  Inc., a publicly  owned and traded  Nevada
corporation with a class of securities  registered  pursuant to Section 12(g) of
the Exchange  Act.  Certified  Services,  Inc. is a New York City based  holding
company  engaged in the  acquisition  and  management of  professional  employer
organizations. Prior thereto since 1990, Mr. Russo served as President and Chief
Executive of Cartilage  Technologies,  Inc., a privately owned  manufacturer and
marketer of dietary  supplements  headquartered  in  Elmsford,  New York.  Prior
thereto  since 1971,  he served as  President  and Chief  Executive  of Sherwood
Corporation,  a publicly owned financial  services firm in New York City. In his
capacity  as  President,  Mr.  Russo  often  served  as a member of the board of
directors of several small and emerging companies  including Lloyds Electronics,
Inc.  (AMEX:  LLYD)  where he  chaired  the Audit  Committee  and  served on the
Executive Committee from 1980 to 1985. Prior thereto since 1966, he was a member
of the audit staff of Arthur Andersen LLP in New York City. Mr. Russo received a
Bachelor of Business  Administration  degree in  accountancy  practice from Pace
University in 1967, was licensed as a certified  public  accountant by the State
of New York in 1969,  and received a Masters  degree in Business and Policy from
the Empire State College of the State University of New York at Saratoga Springs
in 2002.  Mr. Russo has been a member of the American and New York  Associations
of CPA's since  1969;  and a member of the  National  Association  of  Corporate
Directors since 1998.

Danny L. Pixler has been a director of the Registrant  since May 9, 2002 and the
Registrant's  President and Chief  Financial  Officer  since  December 30, 2003.
Simultaneously  therewith and since March 2002,  Mr. Pixler has been a member of
the Board of Directors of Momentum  Holdings  Corporation,  an inactive publicly
owned and traded  Delaware  corporation  with a class of  securities  registered
pursuant to Section  12(g) of the Exchange  Act.  Simultaneously  therewith  and
since November 2002, Mr. Pixler has been the President and a member of the Board
of Directors  of Certified  Services,  Inc. a publicly  owned and traded  Nevada
corporation with a class of securities  registered  pursuant to Section 12(g) of
the Exchange  Act.  Certified  Services,  Inc. is a New York City based  holding
company  engaged in the  acquisition  and  management of  professional  employer
organizations.  Simultaneously therewith and since 1994, Mr. Pixler was employed
by Logistics  Management  Resources,  Inc., a publicly owned and traded Colorado
corporation with a class of securities  registered  pursuant to Section 12(g) of
the Exchange Act, and its  predecessors  in increasingly  responsible  positions
including President since July 1998. Prior thereto from 1993 to 1994, Mr. Pixler
served as President of Joseph Land Group, a South Carolina based  transportation
company with annual sales of approximately $130 million. Prior thereto from 1989
through  1992,  Mr.  Pixler  served as President  of Apple Lines,  Inc., a South
Dakota based truck load refrigerated  carrier with annual revenues exceeding $16
million. Prior thereto from 1983 until 1988, Mr. Pixler served as Executive Vice
President and General Manager of DFC  Transportation,  a wholly owned subsidiary
of Dean Foods, Inc. with annualized sales of approximately $60 million.

Peter  Campitiello,  has been a director of the  Registrant  since  December 30,
2003, and the Registrant's Secretary since that date. Simultaneously,  and since
August 7, 2002, Mr.  Campitiello  has been serving as the Secretary of Certified
Services,  Inc., a publicly owned Nevada  corporation with a class of securities
registered  pursuant  to Section 12 of the  Exchange  Act that acts as a holding
company  for  businesses  engaged  in  the  professional  employer  organization
industry. Simultaneously therewith since 1997, Mr. Campitiello has been employed
by Levy and  Boonshoft,  PC, and its  predecessor  law firms as a corporate  and
securities  attorney.  Prior thereto since 1996, Mr.  Campitiello was engaged in
the  private  practice  of law in the  New  York  City  Metropolitan  Area.  Mr.
Campitiello received a Bachelor of Arts degree in political science from LaSalle
University  (Philadelphia,  PA) in 1991;  and a Juris  Doctor  from New York Law
School in 1995.  Mr.  Campitiello  is a member of the  American and the New York
State Bar Associations.

Directorship

Except as  disclosed  in this Item with  respect  to Messrs.  Russo,  Pixler and
Campitiello,  each director of the  Registrant  has indicated to the  Registrant
that he is not  presently  a director  in any other  Registrant  with a class of
securities  registered  pursuant to Section 12 of the Exchange Act or subject to
the  requirements  of  Section  15(d)  of  such  act or any  investment  company
registered under the Investment Registrant Act of 1940.

(b) Identification of Certain Significant Employees

The Registrant  does not presently  employ any person as a significant  employee
who  is not an  executive  officer  but  who  makes  or is  expected  to  make a
significant contribution to the business of the Registrant.

(c) Family Relationships

No family relationship exists between any existing director or executive officer
of the Registrant.

(d) Involvement in Certain Legal Proceedings

No event listed in  Sub-paragraphs  (1) through (4) of Subparagraph  (d) of Item
401 of  Regulation  S-B,  has  occurred  with  respect to any present  executive
officer or  director  of the  Registrant  during  the past five  years  which is
material  to an  evaluation  of the  ability or  integrity  of such  director or
officer.

(e) Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Registrant's executive officers,  directors and persons who own more than 10% of
a registered class of the Registrant's  equity securities,  to file with the SEC
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of Common Stock and other equity
securities  of the  Registrant  on Forms 3, 4,  and 5,  respectively.  Executive
officers,  directors  and  greater  than 10%  shareholders  are  required by SEC
regulations to furnish the  Registrant  with copies of all Section 16(a) reports
they file. To the Registrant's knowledge,  Anthony R. Russo, Danny L. Pixler and
Peter  Campitiello,  comprising the  Registrant's  prior and existing  executive
officers and  directors;  and Midwest,  beneficial  owner of greater than 10% of
Registrant's   common  Stock,  have  complied  with  all  Section  16(a)  filing
requirements applicable to them during its most recent fiscal year.

ITEM 10. EXECUTIVE COMPENSATION.

(a)  General  (1) through (7) All  Compensation  Covered.  During the year ended
     December 31, 2003, the aggregate compensation paid to, accrued or set aside
     for all executive officer and directors of the Registrant was $ -0-.

(b)  Summary Compensation Table.

                           SUMMARY COMPENSATION TABLE
                                                         Long Term Compensation
                          Annual  Compensation          Awards        Payments
Name and Position   Year  Salary   Bonuses   Other  Stock  Options  LTIP   Other
--------------------------------------------------------------------------------


Anthony R. Russo,
CEO, CFO and        2000     -      -        -        -      -       -       -
Director, from      2002     -      -        -        -      -       -       -
5/9/02 to 12/30/03  2003     -      -        -        -      -       -       -

Danny L. Pixler,    2000     -      -        -        -      -       -       -
Director, since     2002     -      -        -        -      -       -       -
May 9, 2002 and
CEO and CFO
from 12/31/03       2003     -      -        -       -       -       -       -


Peter Campitiello,
Director and
Secretary since
12/30/03            2003     -      -        -       -       -       -       -

Totals              2002     -      -        -       -       -       -       -


(c)  Option/SAR Grant Table. During the fiscal year ended December 31, 2003, the
     Registrant made no grants of stock options or freestanding SAR's.

(d)  Aggregate  Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table.
     No  stock  options  or  freestanding   SAR's  are  issued  or  outstanding.
     Accordingly,  and during the three years ended  December 31, 2003, no stock
     options or freestanding SAR's were exercised.

(e)  Long-Term  Incentive  Plan ("LTIP")  Awards  Table.  During the three years
     ended December 31, 2003, the Registrant made no LTIP awards.

(f)  Compensation  of  Directors.  (1) and (2).  During  the  fiscal  year ended
     December 31, 2003, no director of the Registrant  received any compensation
     pursuant to any standard or other arrangement.

(g)  Employment  Contracts and Termination of Employment,  and Change-in Control
     Arrangements.  (1) and (2).  No  executive  officer of the  Registrant  was
     employed  pursuant  to  the  terms  of an  employment  agreement  with  the
     Registrant.  No change of control of the  Registrant  took place during the
     fiscal year ended December 31, 2003.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)  Security  Ownership  of  Certain  Beneficial  Owners.  The  information  is
furnished  as  of  December  31,  2003,  as to  the  number  of  shares  of  the
Registrant's  Common Stock,  $.001 par value per share, owned  beneficially,  or
known by the Registrant to own  beneficially,  more than 5% of any class of such
security:

Name and Address                 Amount and Nature
of Beneficial  Owner            of Beneficial Ownership     Percentage of Class
--------------------            -----------------------      -------------------
Midwest Merger Management, LLC
10602 Timberwood Circle, Suite # 9
Louisville, KY  40223                  7,037,615                  78.1%

Brentwood Capital Corp.
477 Madison Avenue, Twelfth Floor
New York, NY  10022                      542,632                   6.0%

(b) Security Ownership of Management.  The following information is furnished as
of December  31,  2003,  as to the number of shares of the  Registrant's  Common
Stock,  $.001 par value per share owned  beneficially by each executive  officer
and director of the Registrant and by all executive  officers and directors as a
group:

Name and Address                     Amount and Nature
of Beneficial  Owner               of Beneficial Ownership   Percentage of Class
----------------------             -----------------------  --------------------
Anthony R. Russo
477 Madison Ave. - 12th Floor
New York, NY 10022                           -                       -

Danny L. Pixler
5101 NW 21st Ave. - Suite 350
Ft. Lauderdale, FL 33309                     -                       -


Peter Campitiello
477 Madison Avenue, 14th Floor
New York, NY  10022                          -                       -


All Officers and Directors
as a Group of three persons                  -                       -


(c) Changes in Control. No change of control of the Registrant took place during
the fiscal year ended December 31, 2003.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2003, with respect
to compensation plans (including  individual  compensation  arrangements)  under
which the  Registrant's  common stock is authorized for issuance,  aggregated as
follows: (i) all compensation plans previously approved by security holders; and
(ii) all compensation plans not previously approved by security holders.

                      EQUITY COMPENSATION PLAN INFORMATION

                                Number of securities to      Weighted average
                               be issued upon exercise       exercise price of
                                of outstanding options,    outstanding options,
                              warrants, and  rights (a)   warrants and rights(b)
--------------------------------------------------------------------------------
Equity compensation plans
approved by security holders               -0-                      -0-
Equity compensation plans not
approved by security holders               -0-                      -0-

Total                                      -0-                      -0-


                                    Number of securities remaining available for
                                    future issuance under equity compensation
                                    plans [excluding securities reflected in
                                    column (a)(c)]
--------------------------------------------------------------------------------
Equity compensation plans
approved by security holders               -0-
Equity compensation plans not
approved by security holders               -0-
                                           ---

Total                                      -0-


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 30, 2002, the Registrant  executed an Advisory and Occupancy Service
Agreement with Brentwood which provided for, among other things,  the use by the
Registrant  of 300 square feet of office and related  facilities  free of charge
from May through  September  2002, and at $2,000 per month  thereafter,  and the
provision of management  services by Brentwood to Registrant without charge from
May through December 2002, and at $7,500 per month  thereafter.  Under the terms
of the  agreement  Brentwood  also  pays  the  for  the  Registrant's  recurring
administrative  and  reporting  expenses and bills the  Registrant  monthly.  At
December 31, 2003,  the  Registrant  owed  Brentwood  $30,000 for monthly office
charges and $90,000 in general and  administrative  expenses or an  aggregate of
$120,000.

On October 2, 2002,  the  Registrant  initiated a private  offering of 1,000,000
restricted  shares of its  common  stock at $.01 per share for  working  capital
purposes.  The offering was conducted to accredited  investors  pursuant to Rule
506 of  Regulation  D under the  Securities  Act. On December  27,  2002,  three
accredited  investors  subscribed  for an aggregate  of 1,000,000  shares of the
Registrant's common stock at $.01 per share. The subscription  payments were due
within 30 days.  One  subscription  for 200,000 shares was collected in December
2002, and the remaining two subscriptions were collected in January 2003.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8K

(a) Exhibits: None

(b) Reports on Form 8K: None


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following  table sets forth the aggregate fees billed to us for fiscal years
ended December 31, 2003 and 2002 by Bloom & Co., LLP:


                                                    2003                  2002
        Audit Fees(1)                           $  11,718             $  1,648


        Non-Audit Fees:
        Audit Related Fees(2)                          --                  --
        Tax Fees(3)                                   700                  --
        All other Fees(4)                              --                  --
                                                ---------            --------

        Total Fees paid to Auditor              $  12,418           $   1,648
                                                ---------            --------

(1)  Audit fees consist of fees billed for  professional  services  rendered for
     the audit of the Registrant's annual financial statements and review of the
     interim  consolidated  financial  statements  and  review  of  the  interim
     consolidated   financial  statements  included  in  quarterly  reports  and
     services that are normally  provided by Bloom & Co., LLP in connection with
     statutory and regulatory filings or engagements.

(2)  Audit-Related  fees  consist  of fees  billed  for  assurance  and  related
     services that are  reasonably  related to the  performance  of the audit or
     review of the Registrant's  consolidated  financial  statements and are not
     reported under "Audit Fees".

(3)  Tax fees consist of fees billed for professional  services rendered for tax
     compliance, tax advice and tax planning (domestic and international). These
     services include assistance regarding federal,  state and international tax
     compliance, acquisitions and international tax planning.

(4)  All other fees consist of fees for  products  and  services  other than the
     services reported above.

The Registrant's Board of Directors in lieu of an audit committee has considered
the role of  Bloom & Co.,  LLP in  providing  certain  tax  services  and  other
non-audit  services to the  Registrant  and has concluded that such services are
compatible with Bloom & Co., LLP's independence as the Registrant's auditors. In
addition,  since the effective  date of the SEC rules stating that an auditor is
not independent of an audit client if the services it provides to the client are
not appropriately  approved,  the Board of Directors has previously approved and
will  continue  to  pre-approve  all audit and  permissible  non-audit  services
provided by the independent auditors.

The Registrant's  Board of Directors in lieu of an Audit Committee has adopted a
policy for the  pre-approval of services  provided by the independent  auditors,
pursuant to which it may pre-approve any service consistent with applicable law,
rules and regulations. Under the policy, the Registrant's Board of Directors may
also delegate  authority to pre-approve  certain  specified audit or permissible
non-audit  services to one or more of its members,  including  the  Chairman.  A
member  to whom  pre-approval  authority  has been  delegated  must  report  its
pre-approval  decisions,  if any, to the Registrant's  Board of Directors at its
next meeting,  and any such  pre-approvals  must specify  clearly in writing the
services  and  fees  approved.   Unless  the  Registrant's  Board  of  Directors
determines otherwise,  the term for any service pre-approved by a member to whom
pre-approval authority has been delegated its twelve months.



SIGNATURES:

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

                                      Dated:  March 29, 2004

                                      Edgar Filing.Net, Inc.
                                      By: /s/ Danny L. Pixler
                                      Danny L. Pixler
                                      Chief Executive, Chief Financial
                                      Officer, and Director



EXHIBITS:

31.1     Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
         under the Exchange Act.

31.2     Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
         under the Exchange Act.

32.1     Certification of Chief Executive Officer and Chief Financial Officer
         pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C.
         Section 1350.