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, 2002

                        Commission File Number:000-29449

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


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

             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 Par 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  February  28,  2003:
$71,544

   Shares of Common Stock outstanding at February 28, 2003: 9,011,125 shares

                   Documents incorporated by reference: None

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


                                TABLE OF CONTENTS
PART I
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

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.  Controls and Procedures

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  Company.  The Registrant's  common stock is eligible for
trading on the NASD Over the Counter Bulletin Board, under the symbol EGRF.

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.


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 is 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,  loss of the services of Anthony R. Russo would adversely  affect
development of the  Registrant's  business and its likelihood of  consummating a
business combination.

Conflicts of Interest - General.

Both Messrs.  Russo and Pixler,  the Registrant's two Directors,  participate 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,  with Brentwood  Capital Corp.  ("Brentwood"),  a privately owned business
development  company and 6% stockholder of the  Registrant's  common stock,  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 April 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, 2001, 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.  However, and since December
31, 2001, 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, 2002, 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                                       150

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, 2002, the  Registrant  had  discontinued  its
business operations and did not earn any significant revenues.

Since May 9, 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,   the   Registrant's   general  and
administrative expenses were entirely attributable to the Registrant's reporting
obligations under the Exchange Act, its tax and good standing obligations to the
States of Nevada and New York, 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, 2002 and 2001.
The  Registrant  is not currently  conducting  any research and  development  or
selling and marketing activities.

During the fiscal year ended December 31, 2002, the Registrant  recognized a net
loss of  $28,243.  The net loss was  principally  the  result of  administrative
expenses,  including  office expenses,  and  professional  fees in the amount of
$27,843. 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, 2002 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,  2002,  the  Registrant  did not have any  significant  cash or assets.  The
Registrant's current liabilities of $10,553 at December 31, 2002,  represented a
$9,408 increase from the Registrant's  current liabilities at December 31, 2001.
The  increase  was   entirely   attributable   to  the  accrual  of  office  and
administrative  expenses  that were  incurred by Brentwood  on the  Registrant's
behalf.  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, 2002,  there were 9,011,125  shares of the  Registrant's  Common
Stock  issued and  outstanding,  an increase  of  1,325,000  shares  compared to
December 31, 2001. At December 31, 2002 and 2001, 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, 2002 or 2001.

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.

ITEM 7.  FINANCIAL STATEMENTS

- Report of Independent Accountants
- Balance Sheets at December 31, 2002 and 2001
- Statements of Operations for the Years Ended  December 31, 2002 and 2001
- Statement of Stockholders' Equity (Deficiency)  for the Years Ended
  December 31, 2002 and 2001
- Statements of Cash Flows for the Years Ended December 31, 2002 and 2001
- Notes to Financial Statements





                                BLOOM & CO., LLP

                           Certified Public Accountants
                           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 balance sheet of Edgar  Filing.net,  Inc. as of December 31,
2002, and the related statements of income,  accumulated deficit, and cash flows
for the year then ended.  These financial  statements are the  responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial  statements  based on our audit.  The  financial  statements  of Edgar
Filing.net,  Inc. as of December 31, 2001,  were audited by other auditors whose
report  dated  March  25,  2002,  expressed  an  unqualified  opinion  on  those
statements.

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 2002 financial statements referred to above present fairly,
in all material respects, the financial position of Edgar Filing.net. Inc. as of
December 31, 2002,  and the results of its operations and its cash flows for the
year 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 Company has  sustained  accumulated  losses of $181,573,  from  inception to
December 31, 2002 and has  discontinued  its principal line of  operations.  The
Company'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 14, 2003




                             Edgar Filing.net, Inc.
                                 Balance Sheets



                                                       December 31,
                                                2002             2001
                                             -----------     ------------

Assets

Current Assets:
   Cash & equivalents                     $          --    $        8,068
   Accounts receivable                               --             2,267
                                             -----------      ------------
                                             -----------      ------------
          Total Current Assets                       --            10,335
                                             -----------      ------------
                                             -----------      ------------
Total Assets                              $          --    $       10,335
                                             ===========      ============
                                             ===========      ============

Liabilities and Stockholders' Equity

Current Liabilities:
   Due Brentwood Capital Corp.            $      10,153    $           --
   Income taxes payable                             400             1,145
                                             -----------      ------------
                                             -----------      ------------
          Total Current Liabilities              10,553             1,145
                                             -----------      ------------
                                             -----------      ------------

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 and 7,686,125 shares issued
and outstanding at December 31, 2002
and 2001, respectively                            9,011             7,686
Additional paid-in capital                      170,009           154,834
Subscriptions receivable                         (8,000)               --
Retained deficit                               (181,573)         (153,330)
                                             -----------       -----------

Total Stockholders' Equity (Impairment)         (10,553)            9,190
                                             -----------       -----------
                                             -----------       -----------

Total Liabilities and Stockholders' Equity  $        --       $     10,335
                                             ===========       ===========

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


                             Edgar Filing.net, Inc.
                            Statements of Operations


                                            For the years ended
                                               December 31,
                                   --------------------------------------
                                   ---------------- ---- ----------------
                                        2002                  2001
                                   ----------------      ----------------
                                   ----------------

Revenue                         $               --    $           13,917
                                   ----------------      ----------------
                                   ----------------      ----------------
Expenses:
   Salary                                    5,833                26,250
   Administrative expenses                  22,025                34,581
                                   ----------------      ----------------
                                   ----------------      ----------------
Total expenses                              27,858                60,831
                                   ----------------      ----------------
                                   ----------------      ----------------

Operating loss                            (27,858)              (46,914)
Other income:
   Interest income                              15                   868
                                   ----------------      ----------------
                                   ----------------      ----------------

Loss before taxes                         (27,843)              (46,046)
Provision for taxes                            400                    --
                                   ----------------      ----------------
                                   ----------------      ----------------
Net loss                        $         (28,243)    $         (46,046)
                                   ================      ================
                                   ================      ================

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


Weighted average number of
common shares outstanding                 7,913,048             7,686,125

                                   ================      ================


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
                                                                        Paid-in
                                         Shares        Amount           Capital

Balance, January 1, 2001                  7,686,125       $7,686       $ 154,834


Net loss                                         --           --              --
                                          ---------       ------         -------

Balance, December 31, 2001                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

Net loss                                         --           --              --
                                          ---------       ------         -------

Balance, December 31, 2002                9,011,125      $ 9,011       $ 170,009

(Continued)


                                                                         Total
                                         Subscrip-      Retained         Stock-
                                           tions        Earnings        holders'
                                        Receivable      (Deficit)        Equity

Balance, January 1, 2001                  $   --     $(107,284)         $55,236

Net loss                                      --       (46,046)         (46,046)
                                          ---------     -------         -------

Balance, December 31, 2001                $   --     $(153,330)        $  9,190


Shares issued for services                    --            --            6,500

Sale of common stock                      (8,000)           --            2,000

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

Balance, December 31, 2002              $ (8,000)     $(181,573)       $(10,553)
                                          ---------       ------         -------
                                          ---------       ------         -------


                            Edgar Fili ng.net, Inc.
                            Statements of Cash Flows



                                                     For the years ended
                                                         December 31,
                                             ----------------------------------
                                             ----------         ------------
                                                 2002                  2001
                                             ----------         ------------
                                             ----------         ------------

Cash flows from operating activities:
Net loss                                  $     (28,243)      $     (46,046)
                                             ----------         ------------
                                             ----------         ------------

Adjustments to reconcile net loss to
net cash used by operating activities:
 Decrease in accounts receivable                  2,267               10,468
 Increase in accrued expenses payable            10,153                   --
 Decrease in income taxes payable                 (745)                   --
 Common shares issued for prior services          6,500                   --
                                             -----------         -----------
Net cash used by operating activities           (10,068)             (35,578)
                                             -----------         -----------
                                             -----------         -----------

Cash flows from investing activities
       Sale of common stock                       2,000                   --
                                             ----------          -----------
                                             ----------          -----------

Net decrease in cash                             (8,068)             (35,578)

Cash - beginning                                  8,068               43,646
                                             -----------         ------------
                                             -----------         ------------
Cash - ending                             $          --         $       8,068
                                             ===========         ============
                                             ===========         ============

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  "Company") was  incorporated in Nevada on May 28,
1999.  From inception  through May 9, 2002, the Company 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 Company 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 Company 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 Company 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 Securities
Exchange  Act.  The SEC  and  many  states  have  enacted  statutes,  rules  and
regulations limiting the sale of securities of blank check companies.

The Company'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  Company's  registered  agent in the  State of  Nevada is The
Corporation  Trust Company.  The Company'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, 2002.  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 $-0- at December 31, 2002.

Accounting  Method - The  Company  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
Company'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, 2002,  the Company had no 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.

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.

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 Company has sustained losses since inception
and has  accumulated  losses of $181,573 as of December 31, 2002.  The Company'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
Company 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 Company's business plans will be successful.


Note 4 - 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:

                                                      Estimated  Tax Asset
                                                             On NOL

U.S federal  statutory rate        (34.0%)                   $38,255
Valuation reserve                   34.0%                    (38,255)
                                    -----                     ------
Total                                  -%                       $ --
                                    =====                     ======

As of December 31, 2002,  the Company has a net operating loss  carryforward  of
approximately  $112,428  for tax  purposes,  which will be  available  to offset
future taxable income.  If not used, this  carryforward  will expire through the
year 2022.

                                                               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
                                   ---------------------------------------------
                                   $75,633       $ 112,428        $38,255

(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 Company 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 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.

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

On October 2, 2002,  the  Company  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
Company'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 Company's common shares
outstanding at December 31, 2002 was 9,011,125.

Note 7 - Related Party Transactions

President's  Salaries

During the year ended  December 31, 2001 and the period  January 1, 2002 through
May 9,  2002,  the  Registrant  paid its former  President,  sole  director  and
principal shareholder, a salary of $26,250 and $5,833, respectively.

Conflict of Interest

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  Registrant  has  not  formulated  a  policy  for  the
resolution of such conflicts.

Advisory and Occupancy Services Agreement

On December  30,  2002,  the  Company 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 Company's  majority
shareholder. The provisions of the agreement include the following:

1.   Brentwood agreed to provide the Company "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 Company to potential funding sources.

2.   Brentwood agreed to provide the Company 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 Company undertook the following:

1.       The Company 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 Company agreed to pay $7,500 to Brentwood for advisory services,
         commencing on January 1, 2003. Brentwood waived all the advisory fees
         for the period May 1, 2002 to December 31, 2002. The out of pocket
         costs are included in the advisory services fee and should be
         reimbursed by the Company.

Brentwood  has the  right to  receive  its  Business  Advisory  Service  fees in
restricted  shares of the Company'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
Company.

The Company 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, 2002, the Company owed  Brentwood  $6,000 for occupancy fees and
$4,153 in general and administrative expenses for a total of $10,153.

Issuance and Sales of Common Stock

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


2. On October 2, 2002,  the Company  initiated a private  offering of  1,000,000
restricted  shares  of its  common  stock at $.01 per  share.  The  shares  were
subscribed to by parties related to the Company.  They are as follows:


                                                  Number          Subscriptions
                                                 of Shares          Receivable

         Midwest                                  200,000               2,000
         Brentwood                                400,000               4,000
         MS Arden, Inc.                           400,000               4,000
                                                ---------             -------
         Total                                  1,000,000              10,000
                                                ---------             -------
                                                ---------             -------

Note 8 - Warrants and Options

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


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

On  October  21,  2002,  and  owing  solely  to  geographic  inconvenience,  the
Registrant  dismissed Beckstead and Watts, LLP, formerly G. Brad Beckstead,  CPA
("Beckstead") as the Registrant's independent accountants.  As a result thereof,
and on  October  22,  2002,  the  Registrant  engaged  Bloom  & Co.,  LLP as its
independent accountants,  to audit the Registrant's financial statements for the
fiscal year ending December 31, 2002. The decision to change  accountants and to
select a new auditor was approved by the Registrant's Board of Directors.

None of the audit  reports  of  Beckstead  on the  financial  statements  of the
Registrant for the past two years contained any adverse opinion or disclaimer of
opinion;  however, the audit reports contained going concern qualifications.  At
no time were there any disagreements between the Registrant and Beckstead on any
matter of accounting principles or practices,  financials statement disclosures,
or  auditing  scope or  procedure  which  would have  caused  Beckstead  to make
reference to such subject matter in a report.

Except for the foregoing,  there have been no changes in or  disagreements  with
the   Registrant's   accountants  on  any  matter  of  accounting  or  financial
disclosure.

                                    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
--------------------------------------------------------------------------------


Kamyar Beihagi    One Year             President, Chief Executive     31/
                  May 9, 2002          Officer, and Director (1)    Dec.15, 2001

Volker Hoehne     One Year             Secretary and Treasurer (1)    36/
                  May 9, 2002                                       Dec.15, 2001


Anthony R. Russo  One Year             Chief Executive and Financial  60/
                  May 1, 2003          Officer, and Director (1)     May 9,2002


Danny L. Pixler   One Year             Director (1)                   54/
                  May 1, 2003                                        May 9,2002

--------------------

(1) On May 9,  2002,  and  after  he  nominated  and  elected  Mr.  Russo to the
Registrant's  Board of Directors,  Mr. Beihagi resigned as an executive  officer
and sole director of the  Registrant.  On May 9, 2002, Mr. Hoehne resigned as an
executive  officer of the  Registrant.  Subsequently,  and on the same date, Mr.
Russo nominated and elected Mr. Pixler to the  Registrant's  Board of Directors;
and Mr. Russo  appointed  himself Chief  Executive  Officer and Chief  Financial
Officer of the Registrant.

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 has  served as the  Registrant's  President,  Chief  Financial
Officer  and a  Director  since  May 9,  2002.  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  Securities  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 Securities  Exchange.  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 Securities 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 2001.  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.
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 Securities Exchange.  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 Securities  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  truckload  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.

Kamyar Beihagi,  served as the Registrant's  President,  Chief Executive Officer
and sole Director from December 15, 2000,  until May 9, 2002,  when he resigned.
As indicated  in the  Registrant's  Form 10-KSB for the year ended  December 31,
2001,  "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 served as the  Registrant's  Secretary and Treasurer from December
15, 2000, until May 9, 2002, when he resigned.  As indicated in the Registrant's
Form 10-KSB for the year ended December 31, 2001,  "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".

Directorship

Except as disclosed in this Item with respect to Messrs.  Russo and Pixler, 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  Company Act of 1940. The Registrant's  present  management
has no information as to whether or not the biographical  information concerning
Messrs.  Beihagi and Hoenhe and  contained  in Item 9 of the  Registrant's  Form
10-KSB for the year ended December 31, 2001,  discloses the information required
by Item 401(a)(5) of Regulation S-B.

(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. The Registrant's present management has no information as to whether or
not the information  concerning Messrs. Beihagi and Hoenhe and contained in Item
9 of the  Registrant's  Form  10-KSB  for the  year  ended  December  31,  2001,
discloses the information required by Item 401(d) of Regulation S-B.

(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 and Danny L. Pixler,
comprising  the  Registrant's  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 three fiscal
years ended  December 31, 2002, the aggregate  compensation  paid to, accrued or
set aside for all  executive  officer  and  directors  of the  Registrant  was $
62,083.

(b) Summary Compensation Table.


                           SUMMARY COMPENSATION TABLE

                           Annual Compensation                 Awards
Name and Position      Year     Salary    Bonuses  Other      Stock  Options

Kamyar Beihagi,        2000    $ 30,000       -       -          -        -
CEO and Director       2001      26,250       -       -          -        -
thru May 9, 2002       2002       5,833       -       -          -        -

Volker Hoenhe,
Secretary and          2000           -       -       -          -        -
Treasurer thru         2001           -       -       -          -        -
May 9, 2002            2002           -       -       -          -        -

Anthony R. Russo,
CEO, CFO and           2000           -       -       -          -        -
Director, since        2001           -       -       -          -        -
May 9, 2002            2002           -       -       -          -        -

Danny L. Pixler,       2000           -       -       -          -        -
Director, since        2001           -       -       -          -        -
May 9, 2002            2002           -       -       -          -        -

Totals                 2000     $30,000       -       -          -        -
                       2001      26,250       -       -          -        -
                       2002       5,833       -       -          -        -



                                  Long Term Compensation
                                          Payments
                                     LTIP          Other

Name and Position        Year

Kamyar Beihagi,          2000           -            -
CEO and Director         2001           -            -
thru April 19, 2002      2002           -            -

Volker Hoenhe,
Secretary and            2000           -            -
Treasurer thru           2001           -            -
April19, 2002            2002           -            -

Anthony R. Russo,
CEO, CFO and             2000           -            -
Director, since          2001           -            -
April 19, 2002           2002           -            -

Danny L. Pixler,         2000           -            -
Director, since          2001           -            -
April 19, 2002           2002           -            -

Totals                   2000           -            -
  -        -             2001           -            -
                         2002           -            -


(c) Option/SAR Grant Table.  During the fiscal year ended December 31, 2002, 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,  2002,  no stock  options or
freestanding SAR's were exercised.

(e) Long-Term Incentive Plan ("LTIP") Awards Table. During the three years ended
December 31, 2002, the Registrant made no LTIP awards.

(f)  Compensation  of  Directors.  (1) and (2).  During  the three  years  ended
December  31, 2002,  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. The May 9,
2002,   transaction  between  the  six  former  principal  stockholders  of  the
Registrant and Midwest, previously disclosed in Item 1 and hereinafter disclosed
in Item 12, may be deemed to be a change of control of the Registrant.

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,  2002,  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,  2002,  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                  -                            -

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

(c)  Changes in  Control.  The May 9, 2002,  transaction  between the six former
principal  stockholders of the Registrant and Midwest,  previously  disclosed in
Item 1 and  hereinafter  disclosed  in Item 12,  may be deemed to be a change of
control of the Registrant.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2002, 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       Number of securities
          be issued upon exercise   exercise price of      future issuance under
          of outstanding options,   outstanding options,   equity plans
          warrants, and  rights (a) warrants and rights(b) [excluding securities
                                                            column (a)(c)]
--------------------------------------------------------------------------------
Equity
compensation
plans
approved
by security
holders                      -0-                   -0-                     -0-

Equity
compensation
plans not
approved
by security
holders                      -0-                   -0-                     -0-
                             ---                  ----                     ---

Total                        -0-                   -0-                     -0-
                             ---                  ----                     ---
                             ---                  ----                     ---

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 9, 2002, the Registrant  executed an Agreement with Midwest.  Pursuant to
the Agreement, Midwest purchased from six shareholders an aggregate of 6,837,615
of the 7,686,125 issued and outstanding shares of the Registrant's  common stock
for  $210,000.  Accordingly,  Midwest  may  be  deemed  to be a  parent  of  the
Registrant.  At the closing,  the selling  shareholders  received $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.

Midwest has been engaged in the business of identifying, acquiring and financing
business  operations  for more than five  years.  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,  or
that such plan will achieve any material degree of success.

On December 30, 2002,  the Company  executed an Advisory and  Occupancy  Service
Agreement with Brentwood which provided for, among other things,  the use by the
Company 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 Company 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 Company's recurring administrative
and reporting expenses and bills the Company monthly.  At December 31, 2002, the
Company owed  Brentwood  $6,000 for monthly office charges and $4,153 in general
and administrative expenses or $10,153.

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:

     10 (A) Advisory and Occupancy  Service  Agreement  with  Brentwood  Capital
Corp. dated December 30, 2002

     (b)  Reports  on  Form  8K:  A  change  in  the  Registrant's   independent
accountants was reported on Form 8-K dated November 4, 2002.


ITEM 14. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The  Registrant  maintains  controls  and  procedures  designed  to ensure  that
information required to be disclosed in the reports that the Registrant files or
submits  under the Exchange Act  recorded,  processed,  summarized  and reported
within the time periods  specified in the rules and forms of the SEC. Based upon
an evaluation of those controls and procedures  performed  within 90 days of the
filing date of this report,  the Chief Executive and Chief Financial  officer of
the  Registrant   concluded  that  the  Registrant's   disclosure  controls  and
procedures were adequate.

(b)  Changes in Internal Controls

The Registrant made no significant  changes in its internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the  evaluation of those  controls by the Chief  Executive  and Chief  Financial
officer.



                                   SIGNATURES



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

Dated:  March 14, 2003



                                                Edgar Filing.net, Inc.



                                                By: /s/

                                                Anthony R Russo
                                                Chief Executive, Chief Financial
                                                Officer, and Director


                                                By: /s/
                                                Danny L. Pixler
                                                Director




Bloom & Co., LLP
50 Clinton Street, Suite 502
Hempstead, NY 11550
--------------------------------------------------------------------------------

                     CONSENT OF CERTIFIED PUBLIC ACCOUNTANT

We consent to the  incorporation  by  reference  in this  Annual  Report on Form
10-KSB of Edgar Filing.net, Inc. of our report dated March 14, 2003, included in
the Annual Report to Stockholders of Edgar Filing.net, Inc.


Bloom & Co., LLP.
s/Bloom & Co., LLP.
Hempstead, New York
March 14, 2003




G. Brad Beckstead
Certified Public Accountant


                                                        300 E. Warm Springs
                                                        Las Vegas, NV 89119
                                                        702.257.1984
                                                        702.362.0540(Fax)

Securities and Exchange Commission
Washington, DC 20549

Ladies and Gentlement:

We have  issued our report  dated March 25,  2002,  accompanying  the  financial
statements of Edgar Filing.net,  Inc. on Form 10-KSB for the year ended December
31, 2001. We hereby consent to the  incorporation by reference of said report on
the Annual Report of Edgar Filing.net., Inc. on Form 10-KSB.

Sincerely,

/s/G. Brad Beckstead
G. Brad Beckstead
March 8, 2003




                                 CERTIFICATIONS

I, Anthony R. Russo, the Registrant's Chief Executive Officer, certify that:

1. I have reviewed this annual report on Form 10-KSB of Edgar Filing.net, Inc.

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

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

4.  The  Registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange  Act Rules  13a-14  and  15d-14)  for the  registrant  and we have:  a)
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period  in  which  this  annual  report  is being  prepared;  b)  evaluated  the
effectiveness  of the  Registrant's  disclosure  controls and procedures as of a
date  within  90 days  prior  to the  filing  date of this  annual  report  (the
"Evaluation Date"); and c) presented in this annual report our conclusions about
the  effectiveness  of the  disclosure  controls  and  procedures  based  on our
evaluation as of the Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent function):
a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  Registrant's
auditors any material weaknesses in internal controls; and b) any fraud, whether
or not  material,  that  involves  management  or  other  employees  who  have a
significant role in the Registrant's internal controls; and

6. The  Registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 14, 2003

/s/  Anthony R. Russo
Chief Executive Officer




I, Anthony R. Russo, the Registrant's Chief Financial Officer, certify that:

1. I have reviewed this annual report on Form 10-KSB of Edgar Filing.Net, Inc.

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

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

4.  The  Registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange  Act Rules  13a-14  and  15d-14)  for the  registrant  and we have:  a)
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period  in  which  this  annual  report  is being  prepared;  b)  evaluated  the
effectiveness  of the  Registrant's  disclosure  controls and procedures as of a
date  within  90 days  prior  to the  filing  date of this  annual  report  (the
"Evaluation Date"); and c) presented in this annual report our conclusions about
the  effectiveness  of the  disclosure  controls  and  procedures  based  on our
evaluation as of the Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent function):
a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  Registrant's
auditors any material weaknesses in internal controls; and b) any fraud, whether
or not  material,  that  involves  management  or  other  employees  who  have a
significant role in the Registrant's internal controls; and

6. The  Registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 14, 2003

/s/  Anthony R. Russo
Chief Financial Officer