United States
                    Securities And Exchange Commission
                          Washington, D.C. 20549

                                FORM 10-KSB

[x]    Annual report pursuant to section 13 or 15(d) of the Securities
       Exchange Act of 1934 For the fiscal year ended December 31, 2000

[ ]    Transition report pursuant to section 13 or 15(d) of the Securities
       Exchange Act of 1934 For the transition period
       from __________ to __________


                          EDGAR FILING.NET, INC.
          (Exact Name Of Registrant As Specified In Its Charter)

                 Nevada                            88-0428896
   -------------------------------   -------------------------------------
   (State or other jurisdiction of   (I.R.S.Employer Identification Number)
    incorporation or organization)

  3639 Midway Drive, Suite B-339, San Diego, CA                     92110
-----------------------------------------------                   ----------
     (Address of principal executive offices)                     (Zip code)


Registrant's Telephone Number, Including Area Code: 800.606.7428

Securities Registered Pursuant To Section 12(B) Of The Act: None

Securities Registered Pursuant To Section 12(G) Of The Act:

Common  stock,  $.001  par value, 20,000,000 shares  authorized,  7,686,125
issued and outstanding as of December 31, 2001.

Indicate  by  check mark whether the registrant (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.

Yes[x]  No[ ]

Indicate by check mark if disclosure of delinquent filers pursuant to  Item
405  of  Regulation S-K is not contained herein, and will not 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.

[ ]

THE  FOLLOWING DISCUSSION CONTAINS, IN ADDITION TO HISTORICAL  INFORMATION,
FORWARD-LOOKING  STATEMENTS THAT INVOLVE RISKS  AND  UNCERTAINTIES.  EGRF'S
ACTUAL RESULTS COULD DIFFER SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO  SUCH
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW  AND  IN
ITEM 7, "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION. "

<PAGE>


                                  Part I
Item 1.Description of Business

A.     Business Development and Summary

EDGAR Filing.net, Inc.  ("EGRF") a Nevada corporation incorporated on  May
28,  1999,  is  a  company with a principal business objective  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 Securities and Exchange Commission  (SEC)
via  the  SEC's  electronic data gathering system entitled Electronic  Data
Gathering  Analysis  and  Retrieval  ("EDGAR").   This  program   requires
participants or their agents to file disclosure information with the SEC in
an  electronic format rather than by the traditional paper-filing  package.
This  electronic  format, usually in ASCII, includes additional  submission
information  and  coding "tags" within the document for aid  in  the  SEC's
analysis  of  the  document and retrieval by the public.   This  electronic
format  is  generally delivered by direct telecommunications,  but  may  be
delivered  on  magnetic  computer  tape  or  by  diskette.   EDGAR  allows
registrants  to  file,  and the public to retrieve, disclosure  information
electronically.

B.     Business of Issuer

(1)    Principal Products and Services and Principal Markets

EDGAR  Filing.net,  Inc., is a full-service EDGARizing  firm  that  files
EDGAR reports on behalf of public companies.  The scope of work undertaken
by a  full-service EDGARizing includes the following:

1.     Filing for EDGAR access codes;
2.     Conversion of document to EDGAR acceptable format;
3.     Client approval of EDGARized document;
4.     Electronic filing of the document.  EGRF has executed a trademark
       licensing agreement with the Securities and Exchange Commission (SEC)
       to use the EDGAR name (see exhibit 10).

Management  of  EGRF believes that public companies, through its  services,
will  have  the opportunity to receive all of the advantages  of  using  an
EDGAR filing agent, while keeping costs and fees to a minimum.

In  addition,  EGRF  believes that it will be able to increase  its  market
share as an SEC authorized EDGAR filer over the next approximately six (6)
to twelve (12) months because of the following primary reasons:

(i)    EGRF's trained and experienced staff,
(ii)   EGRF's strategic alliance with several Consulting Firms and Law
Practices (EGRF has no formal agreement written or otherwise, with these
companies, and does not anticipate remunerating for any referrals or
references though EGRF may consider doing so in the near future.);
(iii)  EGRF's "EDGAR Solutions Network" which allows attorneys, law
firms, accounting firms, investor relations firms, and others to partner,
refer and receive remuneration for referring clients to EGRF that need
EDGARization services without having to maintain an EDGARization staff
themselves, in house;
(iv)   Because of recent listing rule changes - adopted in January of 1999
- that require OTC-BB r companies to file an initial registration statement
and periodic reports electronically with the SEC to either maintain their
listing on this market or to receive approval for trading on the market in
the first place; and
(v)    Because of EGRF's low overhead and cost structure relative to its
competitors.

EDGAR, EGRF and Industry Background

The  SEC  has established a program for the electronic filing of  documents
under  the  federal  securities laws, entitled  Electronic  Data  Gathering
Analysis  and Retrieval ("EDGAR").  This program requires participants  or
their  agents to file disclosure information with the SEC in an  electronic
format   rather  than  by  the  traditional  paper-filing  package.    This
electronic   format,  usually  in  ASCII,  includes  additional  submission
information  and  coding "tags" within the document for aid  in  the  SEC's
analysis  of  the  document and retrieval by the public.   This  electronic
format  is  generally delivered by direct telecommunications,  but  may  be
delivered  on  magnetic  computer  tape  or  by  diskette.   EDGAR  allows
registrants  to  file  and  the public to retrieve  disclosure  information
electronically.

<PAGE>

The  SEC  began  the development of EDGAR with a pilot  program  in  1984.
Through a phase-in schedule, the SEC assigned one of ten dates by which all
public  companies must start filing disclosure documents through the EDGAR
system,  which  began  April  26, 1993.  All publicly-held  companies  were
expected to be required to file disclosure documents through EDGAR by  May
1996,  according  to the phase-in schedule.  As of that  date,  all  public
domestic  companies were required to make their filings on  EDGAR,  except
for  filings made in paper because of a hardship exemption.  In  May  1999,
the  EDGAR  system  began  accepting filings in html  (hyper  text  markup
language) format, which allowed filers to maintain the look and feel of the
original  document, instead of the typewriter style ASCII format.   At  the
same  time,  the  EDGAR system also allowed the use  of  "unofficial"  PDF
(portable document format) exhibits to filings.

In  addition, OTC-BB(r) companies file registration  statements  and  other
required  disclosure documentation  with the SEC via EDGAR.   Non-reporting
companies, whose securities were already quoted on the OTC-BB(r) on January
4,  1999,  were  phased into compliance with the new NASDr requirements  in
June  2000, and companies out of compliance were delisted until they became
fully reporting.

EGRF  is continuously in the process of reviewing and testing software that
will  enable it to more quickly prepare and file the electronic version  of
financial  and  corporate  documents.  In addition,  EGRF  has  spent  time
training  its  current staff to coordinate the preparation of these  EDGAR
Filings.   EGRF  also  keeps  current and future participants  informed  of
EDGAR developments, and EGRF plans to increase these efforts over the next
approximately twenty-four (24) months.  EGRF also plans to institute a toll-
free  telephone  information  line for its customer's  questions  regarding
EDGAR and also distribute EDGAR rules, forms and reference materials.

EGRF  has  experienced an increased demand for its EDGAR  Filing  services
through  its  relationship with consulting firms  and  law  practices,  and
believes  that  it  will continue to experience increased  demand  for  its
services going forward as those firms continue to ramp up operations and as
more  OTC-BB  companies  are  required  to  file  regular  statements  and
financials with the SEC.

It  must  be  noted  however;  that  professional  legal/business  printers
increasingly  provide  EDGAR  filing services  and  that  this  additional
competition  may  adversely effect EGRF sales  or  capacity  to  retain  or
increase  clientele or business.  Additionally, many filers file disclosure
documentation  in-house without resorting to the use of and  EDGAR  filing
agent.   To the extent that issuer(s)/filers opt not to secure the services
of  a  filing agent, EGRF may be adversely effected in terms of the overall
business it might potentially gain.

(2)    Distribution Methods of the Products or Services

Business Strategy Behind Distribution of Company Services

The economics underlying EGRF's business strategy are simple.  For each new
client  EGRF  is  able  to garner, EGRF will usually be  able  to  generate
approximately $500 to $4,200 in initial revenues.  Those revenues are based
on EGRF's current fee and retainer structure, which ranges from one hundred
(100) dollars minimum with no maximum.  For example, the average form 10-sb
filing  generates  twelve hundred (1,200) dollars in initial  revenue,  and
each amendment thereafter will also garner five (5) to one thousand (1,000)
dollars.   From  that  point forward, as long as the  client  continues  to
utilize  EGRF's  services,  each  client  should  be  worth  a  minimum  of
approximately $2,000 in annual revenues due to the filing of each  client's
quarterly and annual SEC regulatory filings.  It must be noted however that
many  companies  may wish to electronically file documents in-house  or  in
fact  may  turn  to  other  sources that may  detrimentally  impact  EGRF's
anticipated  revenue  sources.   As  such,  EGRF's  industry   segment   is
characterized  by  what is commonly referred to as ";  recurring  revenue."
EGRF  currently  has a client base of approximately twenty  (20)  recurring
revenue  clients.  Additionally, EGRF expects to garner additional  clients
via its relationships with consulting firms and law practices.

Growth Strategy of Company

EGRF believes that the current marketplace of established EDGAR filers  is
highly   fragmented,  with  literally  dozens  of  EDGAR  filers   located
throughout  the  country.   As  such,  EGRF  believes  that  there  is   an
opportunity  for  a  publicly  traded EDGAR company  to  acquire  several,
smaller and more established EDGAR.

<PAGE>

EGRF  has re-designed it's website providing it's clientele with additional
information  on  it's  services, including additional  information  on  the
EDGAR  process  and  the capabilities to search the  EDGAR  database  for
submitted  filings.  Additionally, EGRF plans to select  and  implement  an
online credit card payment system, an automated services and fees quotation
system  for  not standard filings, and standard forms download  to  further
simplify the overall EDGARization process. Other growth strategies include
an   aggressive  targeted  marketing  campaign,  advertisement   in   trade
publications,  and  yearly services agreements with current  and  potential
clients for their total yearly EDGAR filing needs for a lump sum price.

(3)    Status of any Announced New Product or Service

EGRF   recently  began  offering  HTML  (Hypertext  Markup  Language)   and
unofficial PDF (Portable Document Format) filing service for those  clients
who  prefer  their  documents to appear similar to their  original  format.
EGRF  introduced this product to meet current demands and to help  generate
additional  revenues.   EGRF has also adopted the next  generation  of  SEC
software,  which allows for filings to be transmitted via the Internet  for
no  fee  instead  of  the older, slower, dial-up method.   Documents  still
require much work to conform to the requirements of the EDGAR system.

(4)    Industry Background

The  SEC  has established a program for the electronic filing of  documents
under  the  federal  securities laws, entitled  Electronic  Data  Gathering
Analysis  and Retrieval ("EDGAR").  This program requires participants  or
their  agents to file disclosure information with the SEC in an  electronic
format   rather  than  by  the  traditional  paper-filing  package.    This
electronic   format,  usually  in  ASCII,  includes  additional  submission
information  and  coding "tags" within the document for aid  in  the  SEC's
analysis  of  the  document and retrieval by the public.   This  electronic
format  is  generally delivered by direct telecommunications,  but  may  be
delivered  on  magnetic  computer  tape  or  by  diskette.   EDGAR  allows
registrants  to  file  and  the public to retrieve  disclosure  information
electronically.

The  SEC  began  the development of EDGAR with a pilot  program  in  1984.
Through a phase-in schedule, the SEC has assigned one of ten dates by which
all  public companies must start filing disclosure documents through EDGAR
operational   system,  which  began  April  26,  1993.   All  publicly-held
companies were expected to be required to file disclosure documents through
EDGAR  by May 1996, according to the phase-in schedule.  In addition,  the
NASD   has  mandated  that  OTC-BB(r)  companies  are  to  file  registration
statements  with  the SEC via EDGAR, and to begin filing periodic  filings
with  the  SEC, which will likely greatly increase the number of  companies
that need to utilize EDGAR filer services.

In  May  of  1999  the  EDGAR  system began accepting  documents  in  HTML
(Hypertext  Markup  Language) and unofficial  documents  in  PDF  (Portable
Document Format).  This modernization of the EDGAR system was intended  to
make the system more user friendly, and give the documents submitted a look
which  was closer to that of the original document.  At some point  in  the
future, the SEC will no longer accept the traditional ASCII documents,  and
HTML will become the new standard.

(5)    Raw Materials and Suppliers

EGRF is a service business, and thus does not use raw materials or have any
significant suppliers.

(6)    Customers

EGRF  currently  has  approximately  twenty  (20)  clients,  and  EGRF   is
generating  approximately two (2) to six (6) new  clients  per  month.   As
such,  EGRF's current revenues are not dependent on any one or even  a  few
major customers.

(7)     Patents,  Trademarks,  Licenses, Franchises,  Concessions,  Royalty
Agreements, or Labor Contracts

EGRF does not believe that its success is dependent on patents, trademarks,
licenses, or proprietary technology or software of any kind.

EGRF currently has an agreement (previously filed) with the Securities  and
Exchange Commission to use the EDGAR name.  This agreement allows for cost
free  use  of the EDGAR pursuant to the terms and conditions set forth  in
the  agreement.   The agreement has a ten-year term, which may  be  renewed
upon  mutual  consent  of  the parties.  When  using  the  EDGAR  name  in
promotional  or marketing materials, EGRF must first present the  materials
to the Associate General Counsel for Litigation and Administrative Practice
of  the SEC for approval, but may use the material if the Associate General
Counsel  or  his or her designee has not objected in writing within  twenty
days.

<PAGE>

Although EGRF believes that its operations do not infringe on any copyright
or any other proprietary rights of third parties, there can be no assurance
that those parties will not assert that EGRF's business procedures infringe
their  proprietary rights.  EGRF has no assurance that third  parties  will
not obtain, or do not have, patents covering features of EGRF's operations,
in  which  event EGRF or its customers might be required to obtain licenses
to  use  such features.  If a patent holder refuses to grant a  license  on
reasonable terms or at all, EGRF may be required to alter certain  products
or stop marketing them.

(8)    Regulation

EGRF requires the securing of a trademark license issued by the SEC for use
of the name or phrase EDGAR in its materials.

(9)    Effect of Existing or Probable Government Regulations

None-not applicable.

(10)   Research and Development Activities

EGRF's  business  and  industry does not rely on research  and  development
activities.  EGRF has yet to incur any research and development costs  from
May  28,  1999 (date of inception) through December 31, 2000.  In addition,
EGRF  does not expect to incur any research and development expenses during
the fiscal and calendar year ending December 31, 2001.

(11)   Impact of Environmental Laws

EGRF  is not aware of any federal, state, or local environmental laws  that
would effect its operations.

(12)   Employees

EGRF  presently has one full-time employee.  EGRF's employee  is  currently
not  represented  by a collective bargaining agreement, and  EGRF  believes
that its relations with its employees are good.

Item 2.Description of Property

A.     Description of Property

EGRF's  corporate headquarters are located at 3639 Midway Drive,  Suite  B-
339, San Diego, California 92110.  An Officer, at no cost to EGRF, provides
the  office space.  Additionally, there are currently no proposed  programs
for  the renovation, improvement or development of the properties currently
being  utilized by EGRF.  Should the Officer cease to provide office  space
at  no  cost,  EGRF  will be compelled to lease its own  space,  which  may
detrimentally affect the cost of its operations.

Item 3.Legal Proceedings

EGRF  is  not currently involved in any legal proceedings nor does it  have
knowledge of any threatened litigation.

Item 4.Submission of Matters to a Vote of Security Holders

There are no current matters that require voting by the Security Holders

<PAGE>

                                  Part II

Item 5.Market for Common Equity and Related Stockholder Matters

A.     Market Information

(1)     The common stock of EGRF is currently traded on  the  OTC  Bulletin
Board.   EGRF had no trades prior to December 31, 2001 and therefore has no
yearly high/low or volume information to report.

(2)(i)  There  is currently no Common Stock that is subject to  outstanding
options  or  warrants to purchase, or securities convertible  into,  EGRF's
common stock.

(ii)    There  are approximately 7,010,500 shares of common stock  of  EGRF
which  are  restricted pursuant to Rule 144 of the 33' Act.   These  shares
cannot be sold or transferred unless done so in accordance with Rule 144.

(iii)  There is currently no common equity that is being or is proposed  to
be  publicly offered by the registrant, the offering of which could have  a
material effect on the market price of the issuer's common equity.

B.     Holders

As of December 31, 2001, EGRF had approximately 80 stockholders of record.

C.     Dividend Policy

EGRF  has  not  paid  any  dividends to date.  In  addition,  it  does  not
anticipate paying dividends in the immediate foreseeable future.  The board
of  directors of EGRF will review its dividend policy from time to time  to
determine the desirability and feasibility of paying dividends after giving
consideration to EGRF's earnings, financial condition, capital requirements
and such other factors as the board may deem relevant.

D.     Reports to Shareholders

EGRF  intends  to  furnish its shareholders with annual reports  containing
audited  financial statements and such other periodic reports as  EGRF  may
determine to be appropriate or as may be required by law.  EGRF is required
to  comply  with periodic reporting, proxy solicitation and  certain  other
requirements by the Securities Exchange Act of 1934.

E.     Transfer Agent and Registrar

The Transfer Agent for the shares of common voting stock of EGRF is Shelley
Godfrey,  Pacific  Stock Transfer Company, 5844 S.   Pecos,  Suite  D,  Las
Vegas, Nevada 89120, (702)-361-3033.

Item 6.Management's Discussion and Analysis or Plan of Operation

A.     Management's Plan of Operation

(1)     In  the  fiscal  year  ended December 31, 2001,  EGRF  incurred  an
operating  net  loss of $46,046 for selling, general, administrative,  and
investment expenses related to start-up operations.  It has yet to  receive
any positive net income from operations.

The major components to expenses faced by EGRF in its day-to-day operations
include  payroll, which is limited $2,500.00 monthly until such a  time  as
management  decides  to  employ  additional personnel.   Additionally  EGRF
expends approximately $150.00 monthly on incidental office expenses such as
internet  service,  telephones,  and  basic  office  supplies.   Management
intends  to continue minimize costs until such a time in its discretion  it
believes   expansion  would  be  prudent.   One  element  in  making   this
determination is positive cash flow on a quarterly basis.  If or when  EGRF
is  successful in achieving this quarterly positive cash flow, it is likely
that EGRF will consider expanding its personnel, which will increase costs.

<PAGE>

In  May of 1999, one (1) founding shareholder purchased 7,000,000 shares of
EGRF's  authorized treasury stock for cash and an advance of organizational
costs totaling $25,295.  This original stock offering was made pursuant  to
Nevada Revised Statues Chapter 90.490.  Additionally, in December of  1999,
EGRF  completed  an  offering of six hundred and eighty  six  thousand  one
hundred  and twenty five (686,125) shares of the Common Stock  of  EGRF  to
approximately  seventy-nine (79) affiliated and unaffiliated  shareholders,
which  resulted  in $137,225 to EGRF.  This offering was made  in  reliance
upon  an exemption from the registration provisions of Section 4(2) of  the
Securities Act of 1933, as amended, pursuant to Regulation D, Rule  504  of
the Act.  As of the date of this filing, EGRF has seven million six hundred
and  eighty six thousand one hundred and twenty five (7,686,125) shares  of
its  $0.001 par value common voting stock issued and outstanding which  are
held by approximately eighty-eight (88) shareholders of record.  Management
has  determined that the proceeds from the sale of all of the Common Shares
sold  in the public offering delineated above will be sufficient to provide
EGRF's  capital needs for the next twelve (12) months.  EGRF currently  has
no  arrangements  or  commitments  for  accounts  and  accounts  receivable
financing.   There  can  be no assurance that any  such  financing  can  be
obtained or, if obtained, that it will be on reasonable terms.

EGRF  has  no  current commitments or other long-term debt.   Additionally,
EGRF  has and may in the future invest in short-term investments from  time
to  time.  There can be no assurance that these investments will result  in
profit or loss.

As  of  December 31, 2001, EGRF has yet to generate any positive net income
from  operations.  It has generated revenue since shortly  after  inception
and  continues  to do so increasingly as it attracts more clientele.   EGRF
believes that it has sufficient liquidity and cash reserves for the next 12
months.   While  these expectations are formulated based upon  prudent  and
conservative  presumptions, there can be no assurance  that  in  fact  such
projections will indeed come to fruition.  EGRF does believe however,  that
by  positioning  itself  as a publicly traded and  listed  entity  in  this
industry,  it  will  secure a more optimal position  in  the  view  of  the
investing public.  As such management believes that it would be more likely
to attract additional investors via potential private placements should the
need for additional capitalization present itself.  Notwithstanding such an
assessment,  EGRF  is  not presently aware of any  specific  interest  from
potential investors, nor is management certain that such additional private
capital  will  be  available or that EGRF will in  fact  be  successful  in
securing additional capital.  If or when EGRF reaches break-even point  and
can  therefore  demonstrate  to potential private  investors  that  it  can
generate  net  income or profits, then this factor, coupled  with  publicly
traded  and listed status, will be utilized to market EGRF as an attractive
investment  for private placement purposes.  This strategy is reliant  upon
EGRF successfully listing on the OTC Bulletin Board, as management believes
that  without such listing it will prove far more difficult to successfully
complete  even a modest private placement.  Given profitability  and  OTCBB
listing,  management intends on raising an additional $300,000.00 privately
via the issuance of common stock, debt, or hybrid instruments as of yet not
determined.   This  capital infusion shall be used  mainly  for  aggressive
marketing  and advertising and supplementing EGRF's staff with one  or  two
key  personnel.   If EGRF cannot succeed in implementing such  a  strategy,
then  its  prospects  for  growth  are substantially  undermined.   Without
additional  capitalization EGRF's capacity to survive as a  going  concern,
much  less  achieve  growth, is significantly constrained.   Management  is
confident that no substantive additional capital will be needed until it is
prepared to pursue its aggressive marketing strategy.

(2)     No  engineering, management or similar report has been prepared  or
provided  for  external use by EGRF in connection with  the  offer  of  its
securities to the public.

(3)     Management believes that EGRF's future growth and success will  not
be  largely  dependent  on its ability to develop or acquire  products  and
technology, and as such, EGRF does not believe that its future  product  or
service offerings will require substantial research and development.

EGRF  has yet to incur any research and development costs from May 28, 1999
(date of inception) through December 31, 2001.  In addition, EGRF does  not
anticipate incurring any substantial research and development costs through
the fiscal and calendar year ending December 31, 2000.

(4)     EGRF  currently  does not expect to purchase or  sell  any  of  its
facilities or equipment.

(5)     Management  does  not  anticipate any significant  changes  in  the
number of employees over the next approximately six (6) months.

(6)     EGRF  has  conformed  to  the recent modernization  of  the  EDGAR
system,  and  now  submits some documents in HTML  format  instead  of  the
traditional ASCII format.  As a result, the documents appear close to their
original  format,  retaining most of the original  characteristics  of  the
document.   This  service  creates  additional  revenue  for  EGRF  as  its
complexity commands higher fees.

<PAGE>

B.     Segment Data

As  of  December 31, 2001, EGRF has generated revenue from only one primary
source-that  being  the  EDGARization services that  it  provides  to  its
clients   as  fully  described  herein.   Accordingly,  no  table   showing
percentage  breakdown of revenue by business segment  or  product  line  is
included.

<PAGE>

C.     Investment Policies

Management  of  EGRF  does  not  currently  have  policies  regarding   the
acquisition  or  sale  of  assets primarily for possible  capital  gain  or
primarily   for  income.   EGRF  does  not  presently  hold  any  long-term
investments  or  interests  in  real estate,  investments  in  real  estate
mortgages  or  securities of or interests in persons primarily  engaged  in
real estate activities.


<PAGE>


Item 7.Financial Statements

G. BRAD BECKSTEAD
Certified Public Accountant
                                              330 E. Warm Springs
                                              Las Vegas, NV 89119
                                                     702.257.1984
                                               702.362.0540 (fax)

                  INDEPENDENT AUDITOR'S REPORT

March 25, 2002

Board of Directors
Edgar Filing.net, Inc.
Las Vegas, NV

I  have audited the Balance Sheets of Edgar Filing.net, Inc. (the
"Company"),  as of December 31, 2001, and the related  Statements
of  Operations, Stockholders' Equity, and Cash Flows for the year
then ended.  These financial statements are the responsibility of
the  Company's  management.  My responsibility is to  express  an
opinion on these financial statements based on my audit.

I  conducted  my  audit  in  accordance with  generally  accepted
auditing  standards.  Those standards require  that  I  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   statement
presentation.   An audit also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
I  believe  that  my  audit provides a reasonable  basis  for  my
opinion.

In my 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, 2001, and the results of  its
operations  and cash flows for the year then ended, in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  3  to the financial statements, the Company has had limited
operations  and have not commenced planned principal  operations.
This raises substantial doubt about its ability to continue as  a
going concern.  Management's plan 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.



/s/G. Brad Beckstead, CPA


<PAGE>




                     Edgar Filing.net, Inc.
                  (A Development Stage Company)

                         Balance Sheets
                              as of
                   December 31, 2001 and 2000

                               and

                    Statements of Operations,
              Changes in Stockholders' Equity, and
                           Cash Flows
                       for the years ended
                   December 31, 2001 and 2000





<PAGE>



                             TABLE OF CONTENTS


Independent Auditor's Report

Balance Sheet

Income Statement

Statement of Stockholders' Equity

Statement of Cash Flows

Footnotes

<PAGE>


                           Edgar Filing.net, Inc.
                      (a Development Stage Company)
                              Balance Sheets


                                                            December 31,
                                                    2001                2000
                                               ------------        ------------
Assets

Current assets:
  Cash & equivalents                            $    8,068         $    43,646
  Accounts receivable                                2,267              12,735
                                               ------------        ------------
   Total current assets                             10,335              56,381
                                               ------------        ------------
                                                $   10,335         $    56,381
                                               ============        ============
Liabilities and Stockholders' Equity

Current liabilities
  Income taxes payable                          $    1,145         $     1,145
                                               ------------        ------------
   Total current liabilities                         1,145               1,145
                                               ------------        ------------
Stockholders' equity:
  Common stock, $0.001 par value, 20,000,000
  shares authorized, 7,686,125 shares issued
  and outstanding as of 12/31/01 and 12/31/00,
  respectively                                       7,686               7,686

  Preferred stock, $0.001 par value, 5,000,000
  shares authorized, no shares issued or
  outstanding                                            -                   -

  Additional paid-in capital                       154,834             154,834

  Retained (deficit)                              (153,330)           (107,284)
                                               ------------        ------------
                                                     9,190              55,236
                                               ------------        ------------
                                                $   10,335          $   56,381
                                               ============        ============



              See Accompanying Notes to Financial Statements

<PAGE>
                          Edgar Filing.net, Inc.
                       (a Development Stage Company)
                          Statements of Operations


                                                         For the years ended

                                                      -------------------------
                                                      December 31, December 31,
                                                           2001          2000
                                                      -----------  ------------

Revenue                                                $  13,917   $    21,490
                                                      -----------  ------------
Expenses:
  General and administrative expenses                     34,581        60,086
  General and administrative expenses - related party     26,250             -
                                                      -----------  ------------
    Total expenses                                        60,831        60,086
                                                      -----------  ------------
Net operating (loss)                                     (46,914)      (38,596)

Other income (expense):
  Interest income                                            868         2,331
  Interest (expense)                                           -        (1,874)
    (Loss) on investments                                      -       (75,633)
                                                      -----------  ------------
Net (loss)                                            $  (46,046)   $ (113,772)
                                                      ===========  ============
Weighted average number of
  common shares outstanding - basic and fully diluted  7,686,125     7,686,125
                                                      ===========  ============
Net (loss) per share - basic and fully diluted        $    (0.01)   $    (0.01)
                                                      ===========  ============

                 See Accompanying Notes to Financial Statements

<PAGE>


                              Edgar Filing.net, Inc.
                          (a Development Stage Company)
                  Statements of Changes in Stockholders' Equity




                                                                       Total
                                Common Stock   Additional  Retained    Stock-
                            ------------------   Paid-in   Earnings   holders'
                             Shares     Amount   Capital   (Deficit)   Equity
                            ---------  -------  ---------  ---------- ---------
June 15, 1999
  Founder shares
  issued for cash          7,000,000   $ 7,000  $  18,295  $        - $ 25,295

November 30, 1999
  Shares issued for cash pursuant
  to Rule 504 offering       686,125       686    136,539              137,225

Net income
  May 28, 1999
  (inception) to
  December 31, 1999                                            6,488     6,488
                            ---------  -------  ---------  ---------- ---------
Balance, December 31, 1999  7,686,125  $ 7,686  $ 154,834  $   6,488  $169,008
                            ---------  -------  ---------  ---------- ---------
Net (loss)
  For the year ended
  December 31, 2000                                         (113,772) (113,772)
                            ---------  -------  ---------  ---------- ---------
Balance, December 31, 2000  7,686,125  $ 7,686  $ 154,834  $(107,284) $ 55,236
                            ---------  -------  ---------  ---------- ---------
Net (loss)
  For the year ended
  December 31, 2001                                          (46,046)  (46,046)
                            ---------  -------  ---------  ---------- ---------
Balance, December 31, 2001  7,686,125  $ 7,686  $ 154,834  $(153,330) $  9,190
                            =========  =======  =========  ========== =========


                    See Accompanying Notes to Financial Statements

<PAGE>
                               Edgar Filing.net, Inc.
                           (a Development Stage Company)
                              Statements of Cash Flows



                                                         For the years ended
                                                      -------------------------
                                                      December 31, December
31,
                                                           2001        2000
                                                      ------------  -----------
Cash flows from operating activities
Net (loss)                                            $   (46,046)  $ (113,772)
Loss on sale of marketable securities                           -       75,633
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
(Increase) decrease in:
  Accounts receivable                                      10,468      (12,410)
  Other current assets                                          -        1,500
  Organizational costs                                          -          260
                                                      ------------  -----------
Net cash (used) by operating activities                   (35,578)     (48,789)
                                                      ------------  -----------
Cash flows from investing activities
  Purchase of marketable securities                             -     (318,812)
  Proceeds from the sale of marketable securities               -      382,266
                                                      ------------  -----------
Net cash provided by investing activities                       -       63,454
                                                      ------------  -----------
Cash flows from financing activities                            -            -
                                                      ------------  -----------
Net increase (decrease) in cash                           (35,578)      14,665
Cash - beginning                                           43,646       28,981
                                                      ------------  -----------
Cash - ending                                         $     8,068   $   43,646
                                                      ============  ===========
Supplemental disclosures:
  Interest paid                                       $        -    $    1,874
                                                      ============
===========
  Income taxes paid                                   $        -    $        -
                                                      ============  ===========


               See Accompanying Notes to Financial Statements

<PAGE>

                     Edgar Filing.net, Inc.
                  Notes to Financial Statements



Note 1 - History and organization of the Company

The  Company operates as a Security Exchange Commission documents
filing  company.   It  was  organized  May  28,  1999  (Date   of
Inception)  under  the  laws of the State  of  Nevada,  as  Edgar
Filing.net, Inc.

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, 2001.  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  Company
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
$8,268 at December 31, 2001.

Accounts Receivable
-------------------
Accounts   receivable  represent  amounts  due  for   consulting
services  rendered.  No allowance has been provided on  accounts
receivable   because  management  believes   all   amounts   are
collectible.

Impairment of long-lived assets
-------------------------------
Long-lived assets held and used by the Company are reviewed  for
possible  impairment  whenever events or circumstances  indicate
the  carrying  amount of an asset may not be recoverable  or  is
impaired.    No   such  impairments  have  been  identified   by
management at December 31, 2001.

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

Advertising Costs
-----------------
Advertising  costs  are  charged to  operations  when  incurred.
There were no advertising costs for the year ended December  31,
2001.

Segment reporting
-----------------
The  Company follows Statement of Financial Accounting Standards
No.  130,  "Disclosures  About Segments  of  an  Enterprise  and
Related  Information."  The Company operates as a single segment
and will evaluate additional segment disclosure requirements  as
it expands its operations.

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
Company's financial statements.

<PAGE>

                     Edgar Filing.net, Inc.
                  Notes to 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,  2001,  the Company had no dilutive  common  stock
equivalents, such as stock options or warrants.

Income taxes
------------
The  Company 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.

Recent pronouncements
---------------------
The  FASB  recently  issued Statement No. 137,  "Accounting  for
Derivative   Instruments  and  Hedging  Activities-Deferral   of
Effective  Date  of  FASB  Statement No.  133".   The  Statement
defers  for  one year the effective date of FASB  Statement  No.
133,   "Accounting  for  Derivative  Instruments   and   Hedging
Activities".  The rule now will apply to all fiscal quarters  of
all  fiscal years beginning after June 15, 2000.  In June  1998,
the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments   and  Hedging  Activities."   The  Statement   will
require  the company to recognize all derivatives on the balance
sheet  at fair value.  Derivatives that are not hedges  must  be
adjusted  to fair value through income, if the derivative  is  a
hedge,  depending  on the nature of the hedge,  changes  in  the
fair  value  of  derivatives will either be offset  against  the
change in fair value of the hedged assets, liabilities, or  firm
commitments   through   earnings   or   recognized   in    other
comprehensive  income  until the hedged item  is  recognized  in
earnings.   The ineffective portion of a derivative's change  in
fair  value  will  be immediately recognized in  earnings.   The
company  does not expect SFAS No. 133 to have a material  impact
on earning s and financial position.

In   December  1999,  the  Securities  and  Exchange  Commission
released  Staff Accounting Bulletin No. 101, Revenue Recognition
in  Financial Statements (SAB No. 101), which provides  guidance
on  the  recognition, presentation and disclosure of revenue  in
financial  statements.  SAB No. 101 did not impact the company's
revenue recognition policies.

Stock-Based Compensation
------------------------
The  Company  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 Company has not yet adopted any policy regarding payment  of
dividends.  No dividends have been paid since inception.

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

<PAGE>

                     Edgar Filing.net, Inc.
                  Notes to Financial Statements


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.  As at December 31, 2001, the Company has recognized
revenue in the amount of $13,917 for the year ended December  31,
2001  and  has  accumulated  operating  losses  of  approximately
$153,330 since inception.  The Company's ability to continue as a
going  concern  is contingent upon the successful  completion  of
additional financing arrangements and its ability to achieve  and
maintain profitable operations.  Management plans to raise equity
capital to finance the operating and capital requirements of  the
Company.  Amounts raised will be used for further development  of
the  Company's  products, to provide financing for marketing  and
promotion, to secure additional property and equipment,  and  for
other  working capital purposes.  While the Company is  expending
its  best  efforts  to  achieve the  above  plans,  there  is  no
assurance that any such activity will generate funds that will be
available for operations.

Note 4 - Marketable securities

Although  not  a normal part of its operations, the Company  does
invest  in  marketable and other securities when it believes  the
investment  will maximize any excess cash on hand.   The  Company
did not have any investments in securities at December 31, 2001.

Note 5 - Income taxes

The  Company  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:

                 U.S federal statutory rate      (34.0%)

                 Valuation reserve                34.0%
                                                 ------
                 Total                               -%
                                                 ======

As  of  December  31, 2001, the Company has a net operating  loss
carryforward  of  approximately $159,818 for tax purposes,  which
will  be available to offset future taxable income.  If not used,
this carryforward will expire in 2021.

<PAGE>

                     Edgar Filing.net, Inc.
                  Notes to Financial Statements


Note 6 - Stockholders' equity

The  Company 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.

On  June  15,  1999, the Company issued 7,000,000 shares  of  its
$0.001  par  value common stock to its founding shareholders  for
cash  in  the  amount  of $25,295.00.   $7,000.00  is  considered
common  stock,  and  $18,295.00 is considered additional  paid-in
capital.

On  November 30, 1999, the Company issued 686,125 shares  of  its
$0.001  par value common stock to investors pursuant to rule  504
offering  for a total amount of $137,225.00.  $686.00  represents
common   stock  and  $136,539.00  represents  additional  paid-in
capital.

There  have  been  no other issuances of common and/or  preferred
stock.

Note 7 - Related party transactions

During  the  year ended December 31, 2001, the Company  paid  its
President a total of $26,250 as a salary.

Office  space  and  services are provided  without  charge  by  a
director  and  shareholder.  Such costs  are  immaterial  to  the
financial  statements and, accordingly, have not  been  reflected
therein.   The officers and directors of the Company 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  Company  and  their  other  business
interests.   The  Company has not formulated  a  policy  for  the
resolution of such conflicts.

Note 8 - Warrants and options

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

<PAGE>

                                 PART III

Item 9.Directors, Executive Officers and Significant Employees

A.     Directors, Executive Officers and Significant Employees

The  names,  ages and positions of EGRF's directors and executive  officers
are as follows:

Name                 Age   Position
----                 ---   --------
Kamyar Beihagi       30    President ,CEO, and Director
Volker Hoehne        35    Secretary and Treasurer

Kamyar  Beihagi,  President and CEO - Mr. Beihagi  holds  an  Architectural
Engineering  degree from The Pennsylvania State University and  an  MBA  in
Information  Systems  from  San  Diego  State  University.   Mr.  Beihagi's
experience  spans  over  six  years and includes architectural  consulting,
project management, and information systems consultant.  Few projects  that
Mr.  Beihagi  has led or participated in include performing of  a  contract
compliance  audit  on the construction of a mega resort  casino  and  hotel
($1.2  Billion) in Las Vegas and two casinos in Mississippi,  change  order
cost management on a Guaranteed Maximum Price contract for construction  of
an  office  building in Reno, project management of 19  full  retail  music
stores  in  Northeast US, and diagnostic claims analysis consulting  for  a
major  insurance carrier. Mr. Beihagi also has experience in implementation
and   end   user  training  of  SAP  and  Business  Information  Warehouse.
Additionally, he has developed several Computer Based Training courses  and
has  overseen  implementation of several company-wide accounting  software.
Mr.  Beihagi speaks three languages and volunteers his free time to Habitat
for Humanities.

Volker  Hoehne,  Corporate Secretary, and Treasurer  -  Mr.  Hoehne  has  a
background  in managing finances and accounting for Fortune 100  Enterprise
Resource Package (ERP) SAP implementations ranging in size from $1M to $33M
per  project.   His  accomplishments include: restructuring  of  California
higher   education   delivery   mechanisms   to   meet   employer   Quality
Assurance/Quality Control metric; founding conflict resolution programs  at
public  and  private  universities.  He has served on community  mediation,
regional  government  and  Joint Venture Silicon  Valley  network  industry
boards.   Mr.  Hoehne  holds a MBA from Humboldt State  University,  BA  in
Environmental  Studies  from UC Santa Cruz and Certification  in  Mediation
From Humboldt Mediation Services.

B.     Family Relationships

None - Not applicable.

C.      Involvement on Certain Material Legal Proceedings During  the  Last
Five Years

(1)     No  director, officer, significant employee or consultant has  been
convicted in a criminal proceeding, exclusive of traffic violations.

(2)     No  director, officer, or significant employee has been permanently
or  temporarily  enjoined,  barred, suspended  or  otherwise  limited  from
involvement in any type of business, securities or banking activities.

(3)     No director, officer or significant employee has been convicted  of
violating a federal or state securities or commodities law.

Item 10.       Executive Compensation

A.     Remuneration of Directors and Executive Officers

EGRF  does  not  currently have employment agreements  with  its  executive
officers  but expects to sign employment agreements with each in  the  next
approximately twelve (12) months.  All executive officers of EGRF prior  to
December 31, 2000 - with the exception of EGRF's former President and  CEO,
Thomas M.  Chavez - did not draw a formal salary from EGRF.  Over the  next
twelve (12) months, however, each executive officer is expected to draw the
following annual compensation.  EGRF does not currently have a stock option
plan.

<PAGE>

(1)    Name of Individual or   Capacities in Which
       Identity of Group       Remuneration Was Recorded  Annual Compensation
       ----------------------------------------------------------------------

       Kamyar Beihagi          President and CEO               $ 30,000

(1)    Compensation of Directors
There  were  no  arrangements pursuant to which any director  of  EGRF  was
compensated for the period from May 28, 1999 to December 31, 2001  for  any
service  provided  as  a  director.  In addition, no  such  arrangement  is
contemplated for the foreseeable future.

Item  11.        Security  Ownership  of Management  and  Certain  Security
Holders

A.     Security Ownership of Management and Certain Beneficial Owners

The  following  table  sets  forth information  as  of  the  date  of  this
Registration  Statement certain information with respect to the  beneficial
ownership  of  the Common Stock of EGRF concerning stock ownership  by  (i)
each  director,  (ii)  each  executive officer,  (iii)  the  directors  and
officers  of  EGRF as a group, (iv) and each person known by  EGRF  to  own
beneficially  more  than  five percent (5%) of the  Common  Stock.   Unless
otherwise indicated, the owners have sole voting and investment power  with
respect to their respective shares.

                                                        Amount
Title Of                                                of shares       Percent
Class    Name of Beneficial Owner    Position           held by Owner  of Class
-------------------------------------------------------------------------------
Common   Kamyar Beihagi              President and CEO  5,093,996      72.77%


Common   Michael Kelly/Lindsay Wurzer   N/A             449,970         6.43%


Common   Donald K. Miner                N/A             1,050,000      12.73%


Common   All Executive Officers
         and Directors and 5%
         shareholders as a Group
         (1 Person)                                     6,593,966      91.93%


B.     Persons Sharing Ownership of Control of Shares

No  person  or entity, other than Kamyar Beihagi and Donald Miner  owns  or
shares  the  power to vote ten percent (10%) or more of EGRF's  securities.
Michael Kelley and Lindsay Wurzer are husband and wife.

C.     Non-voting Securities and Principal Holders Thereof

EGRF has not issued any non-voting securities.

D.     Options, Warrants and Rights

There are no options, warrants or rights to purchase securities of EGRF.

E.     Parents of the Issuer

Under  the definition of parent, as including any person or business entity
who  controls  substantially all (more than 80%)  of  the  issuer's  common
stock, EGRF has no parent.

Item 12.       Certain Relationships and Related Transactions

Nothing to report.

<PAGE>

Item 13.       Exhibits and Reports on Form 8-K


Exhibit Number    Name and/or Identification of Exhibit
--------------    -------------------------------------
23.               Consent of Experts and Counsel
                  Consents of independent public accountants







                                SIGNATURES
In  accordance with Section 12 of the Securities Exchange Act of 1934,  the
registrant caused this amended registration statement to be signed  on  its
behalf by the undersigned, thereunto duly authorized.

                          EDGAR Filing.net, Inc.
                               (Registrant)

Date:  March 31, 2002

By:    /s/ Kamyar Beihagi
Kamyar Beihagi, President, Chief Executive Officer, and Director

By:    /s/ Volker Hoehne
Volker Hoehne, Secretary and Treasurer

<PAGE>