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

                                   FORM 10-KSB

(Mark One)

    [X] Annual report under Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                   For the fiscal year ended December 31, 2002

   [ ] Transition report under Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

              For the transition period from _________ to _________

                           Commission File No. 0-29489

                                MALACOLOGY, INC.
                  ---------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

           NEVADA                                              33-0850627
--------------------------------                          ----------------------
(State or Other Jurisdiction of                               (IRS Employer
 Incorporation or Organization)                           Identification Number)

1101 Channelside Drive, Suite 241, Tampa, Florida                  33602
--------------------------------------------------              -----------
    (Address of Principal Executive Offices)                     (Zip Code)

                                 (813) 864-3900
                           ---------------------------
                           (Issuer's Telephone Number)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                     (None)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                         Common Stock, par value $0.001
                         ------------------------------
                                (Title of Class)

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

Yes [X] No [ ]

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

State issuer's revenues for its most recent fiscal year. $ 0

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of March 14, 2003, the latest practicable date. 1,000,000.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the form 10-KSB (e.g., Part I, Part II, etc. ) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
rule 424(b) or (c) of the Securities Act of 1933 (Securities Act). The listed
documents should be clearly described for identification purposes.

None.

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

                                       2
<PAGE>

                                TABLE OF CONTENTS


                                     PART I

Item 1    Description of Business........................................  5

Item 2    Description of Property........................................  8

Item 3    Legal Proceedings..............................................  8

Item 4    Submission of Matters to a Vote of Security Holders............  8

                                     PART II

Item 5    Market for Common Equity and Related Stockholder Matters.......  9

Item 6    Management's Discussion and Analysis or Plan of Operation......  9

Item 7    Financial Statements........................................... 11

Item 8    Changes In and Disagreements With Accountants on
            Accounting and Financial Disclosure.......................... 11

                                    PART III

Item 9    Directors, Executive Officers, Promoters and Control Persons;
            Compliance With Section 16(a) of the Exchange Act............ 12

Item 10   Executive Compensation......................................... 12

Item 11   Security Ownership of Certain Beneficial Owners
            and Management............................................... 15

Item 12   Certain Relationships and Related Transactions................. 15

Item 13   Exhibits and Reports on Form 8-K............................... 16

Item 14   Controls and Procedures........................................ 17

                                       3
<PAGE>

                                INTRODUCTORY NOTE

This Annual Report on Form 10-KSB may be deemed to contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The Company intends that
such forward-looking statements be subject to the safe harbors created by such
statutes. The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties. Accordingly, to
the extent that this Annual Report contains forward-looking statements regarding
the financial condition, operating results, business prospects or any other
aspect of the Company, please be advised that the Company's actual financial
condition, operating results and business performance may differ materially from
that projected or estimated by the Company in forward-looking statements. The
differences may be caused by a variety of factors, including but not limited to
adverse economic conditions, intense competition, including intensification of
price competition and entry of new competitors and products, adverse federal,
state and local government regulation, inadequate capital, unexpected costs and
operating deficits, increases in general and administrative costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to them by the Company, disadvantageous currency exchange rates, termination of
contracts, loss of suppliers, technological obsolescence of the Company's
products, technical problems with the Company's products, price increases for
supplies and components, inability to raise prices, failure to obtain new
customers, litigation and administrative proceedings involving the Company, the
possible acquisition of new businesses that result in operating losses or that
do not perform as anticipated, resulting in unanticipated losses, the possible
fluctuation and volatility of the Company's operating results, financial
condition, and stock price, losses incurred in litigating and settling cases,
dilution in the Company's ownership of its business, adverse publicity and news
coverage, inability to carry out marketing and sales plans, loss or retirement
of key executives, changes in interest rates, inflationary factors, and other
specific risks that may be alluded to in this Annual Report or in other reports
issued by the Company. In addition, the business and operations of the Company
are subject to substantial risks which increase the uncertainty inherent in the
forward-looking statements. In light of the significant uncertainties inherent
in the forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved.

                                       4
<PAGE>

                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

BACKGROUND OF THE COMPANY

The Company was organized under the Laws of the State of Nevada, on April
9,1998, as a blank check or shell company whose primary purpose is to engage in
a merger with, or acquisition of one or a small number of private firms. Such
firms are expected to be private corporations, partnerships or sole
proprietorships. Since inception, the primary activity of the Company was
directed towards organizational efforts. The Company has made effort to identify
possible merger or acquisition candidates but has not yet consummated the
acquisition of any business or assets.

On October 22, 2001, M. Richard Cutler, at that time a principal shareholder of
the Company and the Company's sole officer and director and Vi Bui, at that time
a principal shareholder of the Company, sold an aggregate of 970,000 shares of
the Company's common stock to Contracts Consultants International, Inc. ("CCI"),
a Florida corporation. Simultaneously therewith, CCI sold those same 970,000
shares to Mr. Vivek Rao. These shares represent 97% of the issued and
outstanding shares of the Company. As a result of the above described
transactions, Vivek R. Rao became the "control person" of the Company as that
term is defined in the Securities Act of 1933, as amended (the "Act").
Simultaneously with these transactions, the board of directors nominated Vivek
R. Rao to the board of directors and all former officers and directors resigned,
thereby leaving Mr. Rao the Company's sole director. Vivek R. Rao was then
appointed the Company's CEO, President, Secretary and Treasurer.

In December 2001, we formed West Wing Holdings Acquisitions, Inc. a Florida
corporation as a wholly owned subsidiary. The Company previously announced that
West Wing established initial operations in the telecommunications industry.
West Wing planned to enter the telecommunications industry through the
acquisition of certain assets in Eastern Europe. The Company was unable to
complete the acquisition of the targeted assets and is currently seeking out
other opportunities within and outside the telecommunications industry. On
October 4, 2002, West Wing was administratively dissolved by the State of
Florida for failure to file its Annual Report. Accordingly, the Company at
present has no subsidiaries and is still a "blank check" or "shell" company. At
present, the Company has no business opportunities under contemplation for
acquisitions.

BUSINESS OBJECTIVES

The Company plans to seek one or more potential businesses that Management
believes warrant the Company's involvement. As a result of its limited
resources, the number of potential businesses available will be extremely
limited. The Company will not restrict its search to any particular industry.
Nevertheless, Management does not intend to become involved with (i) a company
that is an investment company under the Investment Company Act of 1940; (ii)
with a company that is a broker or dealer of investment securities or
commodities, or (iii) a company in which the officers, directors or shareholders
of the target company are officers or directors of the Company. These business
objectives are extremely general and are not intended to be restrictive upon the
discretion of Management. Except for the general limitations contained above,
Management has not developed and does not intend to develop specific criteria to
be followed in the search for and selection of a business acquisition.
Shareholders will therefore have extremely limited information as to
Management's specific intentions and investors will be unable to determine even
the industries which Management might consider.

The target company may be (i) in its preliminary or developmental stage, (ii) a
financially troubled business or (iii) a going concern. It is impossible to
determine the capital requirements of the target business or whether such
business may require additional capital. Some target companies may seek to
establish a public trading market for their securities.

                                       5
<PAGE>

The analysis of potential business endeavors will be undertaken by or under the
supervision of Management. At present, Mr. Vivek R. Rao is the Company's sole
officer and director. Management will rely on its own business judgment in
evaluating businesses that the Company may acquire or participate. See Item 9 -
Directors, Executive Officers, Promoters and Control Persons. Locating and
investigating specific business proposals may take an extended period of time.
If a business is located, the negotiation, drafting, and execution of relevant
agreements, disclosure documents and other instruments will require substantial
time, effort, and expense. The time periods of these subsequent steps cannot be
determined. If a specific business endeavor cannot be located the costs incurred
in the investigation are not likely to be recovered. The failure to consummate
an attempted transaction would likely result in the loss of the costs incurred.

Shareholders of the Company are relying totally upon the business judgment of
Management. Shareholders will not likely be consulted or provided any disclosure
documentation in connection with any acquisition engaged in by the Company,
unless required by state corporate law or the Federal securities laws. Although
Management does not anticipate a sale of their personally owned Company shares
in connection with an acquisition, in the event Management does enter into an
agreement to do so, the remaining shareholders of the Company may not be
afforded an equal opportunity to do so. As Management intends to offer a
controlling interest in the Company, it is probable that a change of control
will occur as a result of an acquisition engaged in by the Company. There are no
lock-up agreements or understandings between the Company and its shareholders or
among the shareholders which has the effect of restricting the transferability
of any shareholders stock holdings. There are no arrangements, agreements, or
understandings between non-management shareholders and management under which
non-management shareholders may directly or indirectly participate in or
influence the management of the Company's affairs, and there are no agreements
concerning the election of members of the Board of Directors.

It is not presently anticipated that the Company will acquire or merge with a
business or company in which the Company's promoters, management or their
affiliates or associates directly or indirectly have an ownership interest,
however there is no agreement, policy, or understanding to prevent such a
transaction. In the event of such a non-arm's length transaction, Management
would seek an independent appraisal of the transaction. Notwithstanding the
foregoing, there is the potential that a conflict of interest will arise between
the Company and its management in which case Management's fiduciary duties may
be compromised. Any remedy available under state corporate law would, in such an
event, most likely be prohibitively expensive and time consuming.

A number of states have enacted statutes, rules and regulations limiting the
sale of securities of blank check companies in their respective jurisdictions.
Some states prohibit the initial offer and sale as well as any subsequent resale
of securities of shell companies to residents of their states. In such an event,
the shareholders of the Company, as well as the shareholders of any target
company, may be limited in their ability to resell shares of the Company. To the
best knowledge of the Company, the following states may have such limitations
(this list is not exhaustive and a significant number of other states may also
have such limitations): Connecticut, Georgia, Oregon, Washington, and Florida.

COMPETITION

Inherent difficulties exist for any new company seeking to enter an established
field. The Company will remain an insignificant participant among the firms
which engage in mergers with and acquisitions of privately financed entities.

There are many established venture capital and financial concerns which have
significantly greater financial and personnel resources, technical expertise and
experience than the Company. The Company is also subject to competition from
numerous other recently formed public and private entities with business
objectives similar to those of the Company.

                                       6
<PAGE>

REGULATION

The Investment Company Act of 1940 (Investment Act) defines an investment
company as an issuer which is or holds itself out as being engaged primarily in
the business of investing, reinvesting or trading of securities. The Company
does not intend to engage primarily in the activities of purchasing, trading or
selling securities and intends to conduct its activities so as to avoid being
classified as an investment company under the Investment Act. The Company could
be expected to incur significant registration and compliance costs if required
under the Investment Act, and the regulations promulgated thereunder.

Section 3(a) of the Investment Act provides exclusions from its application for
companies which are not primarily engaged in the business of investing,
reinvesting or trading in investment securities. Management intends to implement
its business plan in a manner which will result in the availability of this
exception from the definition of investment company. Accordingly, Management
will continue to review the Company's activities from time to time with a view
toward reducing the likelihood that the Company could be classified as an
investment company.

The Company's plan of business may involve changes in its capital structure,
Management, control, and business, especially if it consummates its plan to
acquire or merge with another entity. Each of these areas are regulated by the
Investment Act, which regulations have the purported purpose of protecting
purchasers of investment company securities. Since the Company will not register
as an investment company, its shareholders will not be afforded these purported
protections.

The Company intends to vigorously resist classification as an investment company
and to take advantage of any exemptions or exceptions from application of the
Investment Act, including an exception which allows an entity a one-time option
during any three (3) year period to claim an exemption as a transient investment
company. The necessity of asserting any such contention, or making any other
claim of exemption, could be time consuming, costly or even prohibitive, given
the Company's limited resources.

The Company intends to structure a merger or acquisition in such a manner as to
minimize Federal and state tax consequences to the Company and its shareholders,
and to any target company and its shareholders. Under Section 368 of the
Internal Revenue Code of 1986, as amended (the Code), a statutory merger or
consolidation is an exempt transaction and may be tax free to the companies and
their shareholders if effected in accordance with state law. A tax free
reorganization may require the Company to issue a substantial portion of its
securities in exchange for the securities or assets of a target firm.
Consequently, a tax free reorganization may result in substantial dilution of
the ownership interests of the present shareholders of the Company. Even if a
merger or consolidation is undertaken in accordance with the Code, there is no
assurance that tax regulations will not change and result in the Company or its
shareholders incurring a significant tax liability.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a penny stock. The Securities and Exchange
Commission has adopted regulations that generally define a penny stock to be any
equity security that has a market price of less than $5.00 per share, subject to
certain exceptions. Such exceptions include any equity security listed on Nasdaq
and any equity security issued by an issuer that has (i) net tangible assets of
at least $2,000,000, if such issuer has been in continuous operation for three
years, (ii) net tangible assets of at least $5,000,000, if such issuer has been
in continuous operation for less than three years, or (iii) average annual
revenue of at least $6,000,000, if such issuer has been in continuous operation
for less than three years. Unless an exception is available, the regulations
require the delivery, prior to any transaction involving a penny stock, of a
disclosure schedule explaining the penny stock market and the risks associated
therewith.

                                       7
<PAGE>

EMPLOYEES

The Company presently has one employee, Mr. Vivek Rao, the Company's President
and Chief Executive Officer. We plan to add other employees in connection with
our acquisition plans.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company neither owns nor leases any real property at the present time. The
Company utilizes the office space of an entity owned by the Company's
President's wife and is not charged for such usage. There are no preliminary
agreements with respect to future offices or facilities, however, following the
consummation of an acquisition, it is anticipated that the Company's offices
will change to those of the target company.

ITEM 3.  LEGAL PROCEEDINGS

The Company may from time to time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach of contract actions incidental to the operation of its business. The
Company is not currently involved in any such litigation which it believes could
have a materially adverse effect on its reported financial condition or results
of operations.

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

There were no matters submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 2002.

                                       8
<PAGE>

                                     PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS

MARKET INFORMATION

The Company's securities do not currently, and have not in the past, traded on
any active or liquid public market. Thus, there is currently no market for the
Company's securities and there can be no assurance that a trading market will
develop or, if one develops, that it will continue.

NUMBER OF SHAREHOLDERS

The number of beneficial holders of record of the Common Stock of the Company as
of the close of business on March 14, 2003 was 7.

RECENT SALES OF UNREGISTERED SECURITIES

On November 5, 2001, the Company authorized the issuance of debentures in the
total aggregate amount of $10,000. These debentures are 5% senior subordinated
convertible debentures due December 31, 2002 and are convertible into the
Company's Common Stock at $.001 per share. This offering was fully subscribed,
and on November 27, 2001 the Company authorized the additional issuance of
$1,500, increasing the total aggregate principal amount of the debentures to
$11,500. The Company sold an aggregate of $11,475 of these debentures to 22
investors, each of whom represented to the Company that they were accredited
investors. These debentures were issued under the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended. During the
period from July 2002 through December 31, 2002, the Company had retired an
aggregate of $1,525 of these debentures held by 11 investors. The remaining 11
investors have verbally agreed to extend the maturity date of the debentures
until December 31, 2003.

On November 30, 2001, the Company authorized the issuance of debentures in the
total aggregate amount of $750,000. These debentures are 8% subordinated
convertible debentures due June 30, 2003, and are convertible into the Company's
Common Stock at $1.00 per share. To date, the Company sold an aggregate of
$150,000 of these debentures to 2 investors, each of whom represented to the
Company that they were accredited investors. These debentures were issued under
the exemption from registration provided by Section 4(2) of the Securities Act
of 1933, as amended.

DIVIDEND POLICY

To date, the Company has declared no cash dividends on its Common Stock, and
does not expect to pay cash dividends in the near term. The Company intends to
retain future earnings, if any, to provide funds for operation of its business.

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

The following discussion contains certain forward-looking statements that are
subject to business and economic risks and uncertainties, and the Company's
actual results could differ materially from those forward-looking statements.
The following discussion regarding the financial statements of the Company
should be read in conjunction with the financial statements and notes thereto.

                                       9
<PAGE>

GENERAL OVERVIEW

The Company's activities since inception have been limited to organizational
matters, compliance efforts and locating potential merger candidates and the
Company has not engaged in any operating activity since its inception.

The Company has registered its Common Stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the Exchange
Act) and Rule 12(g) thereof. The Company files with the Securities and Exchange
Commission periodic reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-QSB and annual reports on Form 10-KSB.

The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to become a
reporting (public) company whose securities are qualified for trading in the
United States secondary market. The Company meets the definition of a blank
check company contained in Section 7(b)(3) of the Securities Act of 1933, as
amended.

Management believes that there are perceived benefits to being a reporting
company with a class of publicly-traded securities which may be attractive to
foreign and domestic private companies.

These benefits are commonly thought to include (1) the ability to use registered
securities to make acquisition of assets or businesses; (2) increased visibility
in the financial community; (3) the facilitation of borrowing from financial
institutions; (4) improved trading efficiency; (5) shareholder liquidity; (6)
greater ease in subsequently raising capital; (7) compensation of key employees
through options for stock for which there is a public market; (8) enhanced
corporate image; and, (9) a presence in the United States capital market.

A private company which may be interested in a business combination with the
Company may include (1) a company for which a primary purpose of becoming public
is the use of its securities for the acquisition of assets or businesses; (2) a
company which is unable to find an underwriter of its securities or is unable to
find an underwriter of securities on terms acceptable to it; (3) a company which
wishes to become public with less dilution of its Common Stock than would occur
normally upon an underwriting; (4) a company which believes that it will be able
to obtain investment capital on more favorable terms after it has become public;
(5) a foreign company which may wish an initial entry into the United States
securities market; (6) a special situation company, such as a company seeking a
public market to satisfy redemption requirements under a qualified Employee
Stock Option Plan; and, (7) a company seeking one or more of the other benefits
believed to attach to a public company.

The Company is authorized to enter into a definitive agreement with a wide
variety of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which private company,
if any, the Company will enter into a definitive agreement or what will be the
industry, operating history, revenues, future prospects or other characteristics
of that company.

As of the date hereof, Management has not made any final decision concerning,
and has not entered into any agreements for, a business combination. When any
such agreement is reached or other material fact occurs, the Company will file
notice of such agreement or fact with the Securities and Exchange Commission on
Form 8-K. Persons reading this Form 10-KSB are advised to see if the Company has
subsequently filed a Form 8-K.

As soon as the Company is eligible, it intends to apply to have its Common Stock
listed or admitted to quotation on the NASD OTC Bulletin Board or, if it meets
the financial and other requirements thereof, on the Nasdaq Small Cap Market,
National Market System, or other regional or national exchange.

                                       10
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations through advances from the Company's CEO
and from the sale of convertible debentures. During October and November 2001
the Company sold an aggregate of $11,475 of the Company's 5% senior subordinated
convertible debentures due December 31, 2002 to 22 investors. The debentures are
convertible into the Company's Common Stock at $.001 per share. During the
period from July 2002 through December 31, 2002, the Company retired an
aggregate of $1,525 of these debentures held by 11 investors. The remaining 11
investors have verbally agreed to extend the maturity date of the debentures
until December 31, 2003.

On November 30, 2001, the Company authorized the issuance of 8% subordinated
convertible debentures due June 30, 2003 in the aggregate amount of $750,000.
These debentures are convertible into the Company's Common Stock at $1.00 per
share. To date, the Company sold an aggregate of $150,000 of these debentures.
From time to time Vivek Rao, the Company's CEO, makes loans to the Company. As
of December 31, 2002 the Company owed Mr. Rao $165,116. The terms of the loan
have not been finalized.

As of December 31, 2002, the Company had a working capital deficit of
($630,369). This amount was comprised of current assets of $683 and current
liabilities of $631,052. The Company's current liabilities as of December 31,
2002 was comprised of accounts payable ($55,107), accrued salaries and interest
($250,879), advances from the Company's CEO ($165,116) and convertible
debentures ($159,950).

EXPENSES

The Company incurred operating expenses of $486,281 in the twelve months ended
December 31, 2002. These expenses have been paid out of the proceeds for the
loans made to the Company by its CEO.

INFLATION

Management believes that inflation has not had a material effect on the
Company's results of operations.

ITEM 7.  FINANCIAL STATEMENTS

The financial statements and supplementary financial information which are
required to be filed under this item are presented under Item 13. Exhibits,
Financial Statement Schedules and Reports on Form 10-KSB in this document, and
are incorporated herein by reference.

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

There have been no disagreements between Haskell & White LLP, Certified Public
Accountants and Management of the type required to be reported under this Item 8
since the date of their engagement.

                                       11
<PAGE>

                                    PART III


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

The following table sets forth the names and ages of the current directors and
executive officers of the Company, the principal offices and positions with the
Company held by each person and the date such person became a director or
executive officer of the Company. The directors serve one year terms until their
successors are elected. The executive officers serve terms of one year or until
their death, resignation or removal by the Board of Directors. There are no
family relationships between any of the directors and executive officers. In
addition, there was no arrangement or understanding between any executive
officer and any other person pursuant to which any person was selected as an
executive officer.

The directors and executive officers of the Company as of March 14, 2003, are as
follows:

         Name                       Age              Position(s)
         ----                       ---              -----------
         Vivek R. Rao               45               CEO, President, Treasurer,
                                                     Secretary, Director

On October 22, 2001, Vivek R. Rao was elected and appointed Chairman of the
Board, CEO, President, Secretary and Treasurer of Malacology, Inc. From
September 2000 to present, Mr. Rao served as an independent consultant to the
telecommunications industry. From 1992 to 2000, Mr. Rao served as founder,
Chairman of the Board and Chief Executive Officer of Rann International
Corporation, a holding company with interests in telecommunications. For the
previous five years, Mr. Rao headed The Rao Agency as founder and President. The
Rao Agency provided research data and databases to financial institutions,
medical companies, and computer software developers. Mr. Rao earned a BS in
Chemistry from the University of Bombay, India.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file. To the Company's knowledge, during
the year ended December 31, 2002, all Section 16(a) filing requirements
applicable to the Company's officers, directors and greater than ten percent
shareholders were complied with.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the three fiscal years ended December
31, 2002. Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                        SUMMARY COMPENSATION TABLE


                          Year                                Other Annual   Restricted
Name and                  Ended                                 Compen-        Stock      Options/    LTIP         All Other
Principal Position        Dec. 31      Salary       Bonus       sation         Awards        SARs    Payouts     Compensation
------------------        -------      ------       -----     ------------   -----------  ---------  -------     ------------
<S>                        <C>        <C>           <C>        <C>             <C>         <C>       <C>         <C>
Vivek R. Rao,              2002       $200,000(3)    -0-        $   -0-          -0-         -0-       -0-         $54,626(4)
CEO, President,            2001        $20,833       -0-        $45,833          -0-         -0-       -0-             -0-
Treasurer
and Secretary (1)

Kenneth O'Rorke,           2002        $62,000       -0-            -0-          -0-         -0-       -0-             -0-
CFO (2)                    2001        $12,500       -0-            -0-          -0-         -0-       -0-             -0-
---------------------
(1) Appointed October 22, 2001.
(2) Appointed October 15, 2001, resigned June 10, 2002.
(3) Mr. Rao forgave $50,000 of salary during the year ended December 31, 2002.
(4) Includes legal expenses and other fees paid by the Company under an indemnification agreement with Mr. Rao.
<CAPTION>

                                       OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                (INDIVIDUAL GRANTS)

                          Number of Securities       Percent of Total
                               Underlying             Options/SAR's
                             Options/SAR's         Granted to Employees        Exercise of
Name                          Granted (#)             in Fiscal Year       Base Price ($ / SH)    Expiration Date
----                      ---------------------    --------------------    -------------------    ---------------
<S>                             <C>                      <C>                      <C>                 <C>
Vivek R. Rao                      None                     N/A                     N/A                  N/A


<CAPTION>
                                 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                            AND FY-END OPTION/SAR VALUES


                            Shares                                                           Value of Unexercised
                          Acquired on       Value       Number of Unexercised Options        In-the-Money Options
Name                       Exercise       Realized      Excercisable / Unexercisable     Exercisable / Unexercisable
----                      ------------    --------      ------------------------------   ---------------------------
<S>                          <C>            <C>                    <C>                              <C>
Vivek R. Rao                  N/A            N/A                    None                             N/A
</TABLE>

COMPENSATION OF DIRECTORS

Directors were not separately compensated for their services in the year ended
December 31, 2002.

EMPLOYMENT AGREEMENTS

On December 1, 2001, Vivek R. Rao, our President, Chief Executive Officer,
Secretary, Treasurer and Sole Director, entered into a written employment
agreement with the Company. The employment agreement provides for Mr. Rao to
receive a base salary of $250,000 in the first year, $275,000 in the second
year, $300,000 in the third year, $325,000 in the fourth year and $350,000 in
the fifth year. Thereafter the parties shall negotiate in good faith any further
increases to the base salary. It also provides for an annual bonus of 60% of the

                                       13
<PAGE>

base salary from the Company's earnings before tax. The agreement provides Mr.
Rao with such insurance and other fringe benefits provided by the Company to
other senior executives, the use of an automobile and the right to participate
in any bonus or other incentive compensation plans the Company institutes in the
future. The employment agreement also contains a non-compete provision which
provides that Mr. Rao cannot, during the term of the employment agreement, and
for a period of six (6) months thereafter, engage in any business which is in
direct competition with the Company. No assurance can be given, however, as to
the enforceability of such non-compete provisions. Non-competition agreements
are not always enforceable due to public policy limitations existing in various
states and the difficulty of obtaining injunctive relief.

The employment agreement also indemnifies Mr. Rao from any damage or liability
of any nature, including all costs and expenses, that may be imposed upon Mr.
Rao while performing his duties as President, or from his involvement in Rann
International Trading Company, a previous employer. During the year ended
December 31, 2002, the Company paid legal fees on behalf of Mr. Rao aggregating
approximately $54,000.

On October 15, 2001, Kenneth O'Rorke, our Chief Financial Officer, entered into
a written employment agreement with the Company. The employment agreement
provided for Mr. O'Rorke to receive a base salary of $150,000 and a $10,000
signing bonus. The agreement also provided that Mr. O'Rorke was entitled to
25,000 shares of the Company's common stock, which have not yet been issued and
he is also entitled to receive 125,000 stock options, exercisable at $1.50 per
share at the conclusion of each of the first and second years of service. The
term of the agreement was two years and was scheduled to terminate on October
14, 2003. The employment agreement also contained a non-compete provision which
provided that Mr. O'Rorke cannot, during the term of the employment agreement,
and for a period of six (6) months thereafter, engage in any business which is
in direct competition with the Company. No assurance can be given, however, as
to the enforceability of such non-compete provisions. Non-competition agreements
are not always enforceable due to public policy limitations existing in various
states and the difficulty of obtaining injunctive relief. Mr. Kenneth O'Rorke
resigned his positions with the Company as of June 10, 2002. The issuance of
common shares of the Company in the amount of 25,000 shares and his stock
options were contingent upon the Company's acquisition of certain assets from an
unrelated third party. This acquisition did not take place, therefore no shares
of the Company's common stock nor any stock options were issued to Mr. O'Rorke.

CONSULTING AGREEMENTS

On October 1, 2001, we entered into a consulting agreement with Apogee Business
Consultants, LLC (the "Consultant"). According to the agreement, the Consultant
will provide the Company with the following services:

         -        review and prepare documentation regarding actions taken by
                  the board of directors
         -        review and prepare documentation relative to shareholder
                  matters
         -        assist the Company and its counsel in preparation of filings
                  made to the Securities and Exchange Commission
         -        assist the Company and its counsel in the preparation of
                  documents relative to acquisitions
         -        review and advise the Company on Press Releases
         -        prepare and file documents necessary for the Company to change
                  its corporate charter

In addition, at the Company's request, the Consultant shall also seek out, meet
with and negotiate with companies and other entities to be considered for
mergers with, or acquisition by, the Company.

The term of the agreement was one year commencing on October 1, 2001 and ending
on September 30, 2002 at a fee of $15,000 per month. The agreement was
cancelable by either party after March 31, 2002 on 30 days written notice. The
Company paid the Consultant an aggregate of $82,500 pursuant to the consulting
agreement. The agreement also allowed the consultant or its designee to acquire
a $1,200 convertible debenture which converted at the rate of $.001, or into
1,200,000 shares of the Company's common stock. Effective May 31, 2002, the
Company terminated this consulting agreement.

                                       14
<PAGE>

On July 31, 2002, the Company paid off the above mentioned convertible notes
payable in the amount of $1,200 plus $38 in accrued interest, and the Company
had accrued consulting fees in the amount of $66,212 due to Apogee Business
Consultants, LLC. On August 1, 2002, Apogee Business Consultants, LLC agreed to
forgive their accrued consulting fees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 14, 2003, certain information with
respect to the Company's equity securities owned of record or beneficially by
(i) each Officer and Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all Directors and Executive Officers as a group.
<TABLE>
<CAPTION>
                                                                     Amount and Nature of            Percent of
  Title Class              Name and Address of Beneficial Owner       Beneficial Ownership            Class (1)
  -----------              ------------------------------------      ---------------------           -----------
<S>                        <C>                                              <C>                        <C>
  Common Stock             Vivek R. Rao                                      970,000(2)                 97.0%
                           1101 Channelside Drive, Suite 241
                           Tampa, Florida 33602

                           All officers and directors
                           as a group (1 person)                             970,000(2)                 97.0%
----------------------
(1)   There were 1,000,000 shares of Common Stock outstanding as of March 14, 2003.

(2)   Does not include 5,474,540 shares that may be obtained by Mr. Rao's wife and two children upon the conversion
      of debentures in the principal amount of $5,474.54. The debentures are convertible into the Company's common
      stock at the rate of $.001 per share. Mr. Rao disclaims all beneficial ownership in the debentures and the
      shares of common stock underlying the debentures.
</TABLE>

The Company believes that the beneficial owners of securities listed above,
based on information furnished by such owners, have sole investment and voting
power with respect to such shares, subject to community property laws where
applicable. Beneficial ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities. Shares of stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for purposes
of computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During November 2001, the Company issued convertible debentures in the aggregate
principal amount of $11,475. The debentures bear interest at 5% per annum. The
debentures are due on December 31, 2002 and are convertible into shares of the
Company's common stock at $.001 per share. The Company's CEO's wife and children
purchased an aggregate of $5,474.54 of these debentures. The Company's former
CFO's ex-wife purchased an aggregate of $25.00 of these debentures, which was
repaid and cancelled on December 31, 2002.

From time to time Mr. Rao, the Company's CEO makes loans to the Company. As of
December 31, 2002, the Company owes Mr. Rao $165,116. The terms of the loans
have not been finalized.

The Company will not enter into any transactions with any officer, director or
controlling shareholder of the Company until such time, if ever, as the Company
acquires an operating business. At such time, it is expected that the Company
will experience a change in control, including a complete change in the Board of
Directors and management of the Company.

                                       15
<PAGE>

Certain conflicts of interest now exist and will continue to exist between the
Company and its officers and directors due to the fact that each has other
business interests to which he devotes his primary attention. Each officer and
director may continue to do so notwithstanding the fact that Management time
should be devoted to the business of the Company. Each of the Company's officers
and directors are or may become involved in other personal and business
ventures.

The officers, directors and founders are and may become, in their individual
capacities, controlling shareholders and/or partners of other entities engaged
in a variety of businesses. Thus, there exists potential for conflicts of
interest, including, among other things, time, effort, and corporate
opportunity, involved in anticipation with such other business entities and
transactions. Conflicts may arise if a target company or its principals seek to
acquire some or all of the stock holdings of present Management.

If a prospective Business Combination candidate required the sale of some or all
of the shareholdings of the officers and directors, the officers and directors
would be free to negotiate and effect such sales. Consequently, the Company's
Management would receive pecuniary gain which may not be available to other
shareholders.

The Company has no specified procedure for the resolution of current or
potential conflicts of interest between the Company, its officers, and directors
or affiliated entities. Shareholders who believe that the Company has been
harmed by failure of an officer or director to appropriately resolve any
conflict of interest may be able to bring a suit to enforce their rights or the
Company's rights.

Management may be issued additional securities of the Company at the discretion
of the Board of Directors in accordance with their fiduciary obligations under
state corporate law.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         INDEX TO FINANCIAL STATEMENTS                                   Page

         Independent Auditors' Report ..................................  F-1

         Balance sheet as of December 31, 2002 .........................  F-2

         Statements of Operations ......................................  F-3

         Statements of Stockholders' Equity (Deficit)...................  F-4

         Statements of Cash Flows ......................................  F-5

         Notes to Financial Statements .................................  F-7

All other schedules are omitted as the required information is not present or is
not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the financial statements or
notes thereto.

                                       16
<PAGE>

INDEX TO EXHIBITS

The Company undertakes to furnish to any shareholder so requesting a copy of any
of the following exhibits upon payment to the Company of the reasonable costs
incurred by the Company in furnishing any such exhibit.


  EXHIBIT NO.                   DESCRIPTION
  -----------                   -----------
     3.1*       Articles of Incorporation of the Company;

     3.2*       Bylaws of the Company;

     4.1*       Form of 5% Senior Subordinated Convertible Debenture due
                December 31, 2002;

     4.2*       Form of 8% Subordinated Convertible Debenture due June 30,
                2003.

     10.1*      Consulting Agreement dated October 1, 2001 between the Company
                and Apogee Business Consultants, LLC

     10.2*      Employment Agreement dated December 1, 2001 between the
                Company and Vivek R. Rao.

     10.3*      Employment Agreement dated October 15, 2001 between the
                Company and Kenneth O'Rorke.

     21         Subsidiaries: None

     99.1       Certification pursuant to 18 U.S.C. Section 1350


* Previously filed

REPORTS ON FORM 8-K

         None.


Item 14. Controls and Procedures

Within the 90-day period prior to the filing date of this report, our President
(who acts as our principal executive officer and principal financial officer)
carried out an evaluation of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) of the Securities
Exchange Act of 1934, as amended). Based on that evaluation, the President
concluded that our disclosure controls and procedures are adequate and
effective. There have been no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of that evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

                                       17
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated: March 28, 2003                       MALACOLOGY, INC.


                                            By:  /s/ Vivek R. Rao
                                                --------------------------------
                                                 Vivek R. Rao
                                                 CEO, President, Secretary
                                                 and Treasurer



Pursuant to requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated:

Signature                             Capacity                     Date
---------                             --------                     ----

/s/  Vivek R. Rao                     Director                  March 28, 2003
--------------------
Vivek R. Rao

                                       18
<PAGE>

                                  CERTIFICATION


         I, Vivek R. Rao, certify that:

         1. I have reviewed this annual report on Form 10-KSB of Malacology,
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
respect 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 am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 functions):

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

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  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.


March 28, 2003                                /s/ Vivek R. Rao
                                              ----------------------------------
                                              Vivek R. Rao
                                              President, Chief Executive Officer
                                              and Acting Chief Financial Officer

                                       19
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Stockholders and Director
Malacology, Inc.

We have audited the accompanying balance sheet of Malacology, Inc. (a
Development Stage Enterprise) (the "Company") as of December 31, 2002, and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the years ended December 31, 2002 and 2001, and the period from inception,
April 9, 1998, through December 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2002, and the results of its operations and its cash flows for the years ended
December 31, 2002 and 2001, and the period from inception, April 9, 1998,
through December 31, 2002, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has no operations and limited financial and
other resources. Such matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans regarding those
matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



                                                         /s/ HASKELL & WHITE LLP

                                                           HASKELL & WHITE LLP

March 25, 2003

                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                                        MALACOLOGY, INC.
                                (A Development Stage Enterprise)

                                          Balance Sheet
                                     As of December 31, 2002


                                             ASSETS
<S>                                                                                                <C>
Cash                                                                                               $            683
                                                                                                   ----------------

           Total current assets                                                                                 683

Equipment, net of accumulated depreciation of $640                                                            1,283
                                                                                                   ----------------
           Total assets                                                                            $          1,966
                                                                                                   ================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accounts payable                                                                                   $         55,107
Accrued salaries and interest                                                                               250,879
Advances from officer (Note 3)                                                                              165,116
Convertible notes payable (Note 4)                                                                          159,950
                                                                                                   ----------------
           Total current liabilities                                                                        631,052
                                                                                                   ----------------
Commitments (Note 5)

Stockholders' equity (deficit)
   Preferred stock, $0.001 par value; 2,000,000 shares authorized; no
      shares issued and outstanding                                                                               -
   Common stock, $0.001 par value; 20,000,000 shares authorized;
      1,000,000 shares issued and outstanding                                                                 1,000
   Deficit accumulated during the development stage                                                        (630,086)
                                                                                                   ----------------
           Total stockholders' equity (deficit)                                                            (629,086)
                                                                                                   ----------------
           Total liabilities and stockholders' equity (deficit)                                    $          1,966
                                                                                                   ================

                                  See accompanying notes to financial statements.

                                                          F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                MALACOLOGY, INC.
                                        (A Development Stage Enterprise)

                                            Statements of Operations


                                                                                                      Period From
                                                                                                       Inception,
                                                                Year               Year              April 9, 1998,
                                                                Ended              Ended                 Through
                                                             December 31,       December 31,           December 31,
                                                                 2002               2001                   2002
                                                             ------------       -------------          ------------
<S>                                                          <C>                <C>                    <C>
Consulting fees                                              $    (87,871)      $    (156,576)         $   (244,447)

General and administrative expenses                              (398,410)            (54,733)             (458,268)
                                                             ------------       -------------          ------------
Loss before extraordinary item                                   (486,281)           (211,309)             (702,715)

Extraordinary items:
Gain on forgiveness of debt (Note 2)                               66,212               6,417                72,629
                                                             ------------       -------------          ------------
Net loss                                                     $   (420,069)      $    (204,892)         $   (630,086)
                                                             ============       =============          ============

Weighted average number of common shares
   outstanding                                                  1,000,000           1,000,000             1,000,000
                                                             ============       =============          ============
Net loss per share                                           $      (0.42)      $       (0.21)         $      (0.63)


                                  See accompanying notes to financial statements.

                                                        F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                        MALACOLOGY, INC.
                                (A Development Stage Enterprise)

                          Statements of Stockholders' Equity (Deficit)

                          For the Period from Inception, April 9, 1998,
                                    through December 31, 2002


                                                                           Deficit
                                                                         Accumulated
                                                                         During the
                                                   Common Stock          Development
                                              Shares         Amount         Stage          Total
                                            ---------     -----------    -----------    -----------
<S>                                         <C>           <C>            <C>            <C>
Balances, April 9, 1998                             -     $         -    $         -    $         -

Issuance of common stock
  for services                              1,000,000           1,000              -          1,000

Net loss for the period from
  inception, April 9, 1998,
  through December 31, 1998                         -               -         (1,385)        (1,385)
                                            ---------     -----------    -----------    -----------
Balances, December 31, 1998                 1,000,000           1,000         (1,385)          (385)

Net loss for the year ended
  December 31, 1999                                 -               -           (135)          (135)
                                            ---------     -----------    -----------    -----------
Balances, December 31, 1999                 1,000,000           1,000         (1,520)          (520)

Net loss for the year ended
  December 31, 2000                                 -               -         (3,605)        (3,605)
                                            ---------     -----------    -----------    -----------
Balances, December 31, 2000                 1,000,000           1,000         (5,125)        (4,125)

Net loss for the year ended
  December 31, 2001                                 -               -       (204,892)      (204,892)
                                            ---------     -----------    -----------    -----------
Balances, December 31, 2001                 1,000,000           1,000       (210,017)      (209,017)

Net loss for the year ended
  December 31, 2002                                 -               -       (420,069)      (420,069)
                                            ---------     -----------    -----------    -----------
Balances, December 31, 2002                 1,000,000     $     1,000    $  (630,086)   $  (629,086)
                                            =========     ===========    ===========    ===========



                       See accompanying notes to financial statements.

                                           F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                MALACOLOGY, INC.
                                        (A Development Stage Enterprise)

                                           Statements of Cash Flows

                                                                                                    Period From
                                                                                                     Inception,
                                                               Year               Year            April 9, 1998,
                                                               Ended              Ended               Through
                                                            December 31,      December 31,          December 31,
                                                                2002               2001                 2002
                                                          ---------------    ----------------     -----------------
<S>                                                       <C>                <C>                  <C>
Cash flows from operating activities
   Net loss                                               $      (420,069)   $       (204,892)    $        (630,086)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
        Depreciation expense                                          640                   -                   640
        Issuance of common stock for services                           -                   -                 1,000
        Decrease (increase) in other current assets                17,130             (17,130)                    -
        Increase in accounts payable                               55,107                   -                55,107
        Increase in accrued salaries and interest                 250,879                   -               250,879
        (Decrease) increase in payable to
           related party                                                -              (4,125)                    -
                                                          ---------------    ----------------     -----------------
               Net cash used by operating
                 activities                                       (96,313)           (226,147)             (322,460)
                                                          ---------------    ----------------     -----------------
Cash flows from investing activities
    Acquisition of equipment                                            -              (1,923)               (1,923)
                                                          ---------------    ----------------     -----------------
Cash flows from financing activities
   Advances from officer                                           41,376             123,740               165,116
   Proceeds from convertible notes payable                         48,475             111,475               159,950
                                                          ---------------    ----------------     -----------------
               Net cash provided by financing
                 activities                                        89,851             235,215               325,066
                                                          ---------------    ----------------     -----------------

Net (decrease) increase in cash                                    (6,462)              7,145                   683

Cash, beginning of period                                           7,145                   -                     -
                                                          ---------------    ----------------     -----------------

Cash, end of period                                       $           683    $          7,145     $             683
                                                          ===============    ================     =================


                            See accompanying notes to financial statements.

                                                  F-5
<PAGE>
<CAPTION>
                                          MALACOLOGY, INC.
                                  (A Development Stage Enterprise)

                                Statements of Cash Flows (continued)

                                                                                            Period From
                                                                                             Inception,
                                                          Year              Year          April 9, 1998,
                                                          Ended             Ended             Through
                                                       December 31,     December 31,        December 31,
                                                           2002              2001               2002
                                                     ---------------   ----------------   -----------------
<S>                                                  <C>               <C>                <C>
Supplemental disclosure of cash flow information:

   Cash paid during the year for:
      Interest                                       $            53   $              -   $              53
                                                     ===============   ================   =================
      Income taxes                                   $             -   $              -   $               -
                                                     ===============   ================   =================

                            See accompanying notes to financial statements.

                                                F-6
</TABLE>
<PAGE>

                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                 For the Years ended December 31, 2002 and 2001,
                and for the Period from Inception, April 9, 1998,
                            through December 31, 2002


1.       Basis of Presentation, Capital Structure, and Significant Accounting
         Policies

         Basis of Presentation

         Malacology, Inc. (A Development Stage Enterprise) (the "Company") was
         incorporated on April 9, 1998 under the laws of the State of Nevada.
         The Company intends to develop operating opportunities through business
         combinations or mergers. To date, the Company has not conducted any
         significant operations, and its activities have focused primarily on
         organizational efforts, corporate compliance matters and locating
         potential merger candidates. Since the Company has not yet commenced
         any principal operations, and has not yet earned significant revenues,
         the Company is considered to be a development stage enterprise as of
         December 31, 2002.

         West Wing Holdings Acquisitions, Inc. ("West Wing") was incorporated in
         the State of Florida on December 14, 2001 as a wholly owned subsidiary
         of the Company. West Wing was formed with the objective of providing
         value added, low cost telecommunication services in foreign markets.
         West Wing conducted no operations and was dissolved by the State of
         Florida on October 4, 2002.

         The accompanying financial statements include the accounts of the
         Company and the accounts of West Wing from the date of its formation
         through October 4, 2002.

         Capital Structure

         On April 10, 1998, the Company's Board of Directors approved the
         issuance of 1,000,000 shares of common stock to the Company's founders
         for services which were valued at a nominal amount approximating fair
         value ($1,000 recorded as general and administrative expenses in the
         accompanying statements of operations). Of these shares, 824,500 shares
         were issued to two officers of the Company, and as of December 31,
         2000, such shares were owned by one officer.

         In October 2001, the Company's then majority stockholder and sole
         officer and director and one other former stockholder sold 970,000
         shares of the Company's common stock to Contract Consultants
         International, Inc. ("CCI") for cash of $25,000. CCI sold the same
         970,000 shares of the Company's common stock to the Company's current
         President and sole director for $100,000 cash. Such transactions
         resulted in a change in control of the Company.

                                      F-7
<PAGE>

                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                    Notes to Financial Statements (continued)

                 For the Years ended December 31, 2002 and 2001,
                and for the Period from Inception, April 9, 1998,
                            through December 31, 2002


1.       Basis of Presentation, Capital Structure, and Significant Accounting
         Policies (continued)

         Capital Structure (continued)

         The Company also granted stock options pursuant to an employment
         agreement that is described in Note 5.

         Going Concern and Management's Plans

         The Company has not commenced significant operations and has limited
         financial and other resources. Such matters raise substantial doubt
         about the Company's ability to continue as a going concern.
         Management's plans with respect to these conditions are to search for
         additional sources of debt and/or equity financing and new operating
         opportunities through business combinations, strategic asset
         acquisitions, or mergers. In the interim, the Company intends to
         operate with minimal overhead, and key administrative and management
         functions will be provided by stockholders. Accordingly, the
         accompanying financial statements have been presented under the
         assumption that the Company will continue as a going concern.

         Management Estimates

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

         Cash and Cash Equivalents

         The Company considers all highly liquid investments with a maturity of
         three months or less, when acquired, to be cash equivalents.

                                      F-8
<PAGE>

                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                    Notes to Financial Statements (continued)

                 For the Years ended December 31, 2002 and 2001,
                and for the Period from Inception, April 9, 1998,
                            through December 31, 2002


1.       Basis of Presentation, Capital Structure, and Significant Accounting
         Policies (continued)

         Income Taxes

         The Company uses the liability method of accounting for income taxes.
         Accordingly, deferred tax liabilities and assets are determined based
         on the difference between the financial statement and tax bases of
         assets and liabilities, using enacted tax rates in effect for the year
         in which the differences are expected to reverse. Current income taxes
         are based on the year's taxable income for federal and state income tax
         reporting purposes.

         The Company's net deferred tax asset at December 31, 2002 consists
         principally of net operating losses of approximately $630,000. At
         December 31, 2002, the Company provided a 100% valuation allowance for
         the aggregate tax effect of these net operating losses totaling
         approximately $214,000. Federal net operating losses can be carried
         back for five years, and remaining, unused net operating losses can be
         carried forward until 2021. No benefit for income taxes has been
         provided in the accompanying statements of operations since all
         deferred tax assets have been fully reserved. The Company has provided
         the valuation allowance since management could not determine that it
         was "more likely than not" that the benefits of the deferred tax assets
         would be realized.

         As a result of the changes in stock ownership during 2001, the
         Company's use of the net operating loss carryforwards will be limited
         by Section 382 of the Internal Revenue Code.

         Accounting for Stock-based Compensation

         The Company utilizes the provisions of APB Opinion No. 25, and related
         interpretations thereof, for recognizing stock-based compensation for
         employees, which includes members of the board of directors.
         Non-employee stock-based compensation is recorded at fair value in
         accordance with Statement of Financial Accounting Standards ("SFAS")
         No. 123, and in accordance with the performance criteria of Emerging
         Issues Task Force ("EITF") 96-18.

                                      F-9
<PAGE>

                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                    Notes to Financial Statements (continued)

                 For the Years ended December 31, 2002 and 2001,
                and for the Period from Inception, April 9, 1998,
                            through December 31, 2002


1.       Basis of Presentation, Capital Structure, and Significant Accounting
         Policies (continued)

         Recent Accounting Pronouncements

         In June 2002, the Financial Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standards ("SFAS") No. 146,
         "Accounting for Costs Associated with Exit or Disposal Activities."
         SFAS No. 146 addresses the timing and amount of costs recognized as a
         result of restructuring and similar activities. The Company will apply
         SFAS No. 146 prospectively to activities initiated after December 28,
         2002. SFAS No. 146 had no significant impact at the point of adoption
         on the Company's statements of operations or financial position.

         In November 2002, the FASB issued Interpretation No. 45 ("FIN 45").
         "Guarantor's Accounting and Disclosure Requirements for Guarantees."
         FIN 45 requires a guarantor to recognize at the inception of a
         guarantee, a liability for the fair value of the obligation it has
         undertaken in issuing the guarantee. The Company will apply FIN 45 to
         guarantees, if any, issued after December 28, 2002. At adoption, FIN 45
         did not have a significant impact on the Company's statements of
         operations or financial position.

         In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
         "Consolidation of Variable Interest Entities." FIN 46 requires an
         investor with a majority of the variable interests in a variable
         interest entity to consolidate the entity and also requires majority
         and significant variable interest investors to provide certain
         disclosures. A variable interest entity is an entity which the equity
         investors do not have a controlling interest or the equity investment
         at risk is insufficient to finance the entity's activities without
         receiving additional subordinated financial support from the other
         parties. As of December 31, 2002, the Company does not have any
         investments in other entities.

2.       Extraordinary Items

         As described in Note 1, the Company's former majority shareholder and
         sole officer and director sold 824,500 shares of the Company's common
         stock in October 2001. In connection with that transaction, the former
         majority shareholder and sole officer and director forgave $6,417 that
         was owed by the Company to an entity controlled by this individual. The
         gain on debt forgiveness has been presented as an extraordinary item in
         the accompanying statements of operations.

                                      F-10
<PAGE>

                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                    Notes to Financial Statements (continued)

                 For the Years ended December 31, 2002 and 2001,
                and for the Period from Inception, April 9, 1998,
                            through December 31, 2002


2.       Extraordinary Items (continued)

         Additionally, during 2002, an entity that was providing consulting
         services to the Company agreed to forgive amounts owed by the Company
         of $66,612.

3.       Advances from Officer

         As of December 31, 2002, the Company has received advances from its
         President and sole director in the aggregate amount of $165,116. As of
         the date of this report, such advances are not subject to formal,
         written agreements, have no stated repayment terms, do not bear
         interest, and are not collateralized.

4.       Convertible Notes Payable

         In November 2001, the Company issued convertible notes payable in the
         aggregate amount of $11,475. The related notes payable bear interest at
         5% per annum and interest is payable December 31, 2001, and quarterly
         thereafter. The notes payable were due on December 31, 2002, and $1,525
         of notes payable and $53 of accrued interest was repaid to certain note
         holders. The notes payable are convertible into shares of the Company's
         stock at $0.001 per share. Convertible notes payable aggregating $5,500
         were issued to relatives of the Company's officers.

         In December 2001, the Company issued convertible notes payable in the
         aggregate amount of $100,000. The related notes payable bear interest
         at 8% per annum and interest is payable on December 31, 2001, and
         quarterly thereafter. As of December 31, 2002, no interest payments
         have been made by the Company. The notes payable are due on June 30,
         2003, and are convertible into shares of the Company's stock at $1.00
         per share. In January 2002, the Company issued convertible notes
         payable in the aggregate amount of $50,000 under the same terms.

                                      F-11
<PAGE>

                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                    Notes to Financial Statements (continued)

                 For the Years ended December 31, 2002 and 2001,
                and for the Period from Inception, April 9, 1998,
                            through December 31, 2002


5.       Commitments

         Employment Agreements

         The Company has an employment agreement with its President, who is the
         Company's sole director and majority stockholder. The agreement
         provides for a minimum annual salary of $250,000, subject to annual
         $25,000 increases, over the term of the agreement of five years. The
         agreement also provides for minimum severance payments equal to three
         times the President's current salary. The Company's President is
         entitled to receive annual bonuses equal to 60% of his then annual
         salary, provided that such bonus will be reduced to the extent that it
         exceeds the Company's net profit (as defined).

         The employment agreement also indemnifies the President from any damage
         or liability of any nature, including all costs and expenses, that may
         be imposed upon the President while performing his duties as President,
         or from his involvement in Rann International Trading Company, a
         previous employer. During the year ended December 31, 2002, the Company
         paid legal fees on behalf of the President aggregating approximately
         $54,000.

         The Company also had a two year employment agreement with its Chief
         Financial Officer dated October 2001. The agreement provided for an
         annual salary of $150,000, 125,000 three-year common stock purchase
         options (subject to vesting terms), and 25,000 shares of the Company's
         common stock. Subsequently, the Company and the Chief Financial Officer
         entered into an arrangement whereby the shares of common stock and
         common stock purchase options are to be issued upon acquisition by the
         Company of certain assets or equity defined in the arrangement. In June
         2002, the Chief Financial Officer terminated the employment agreement.

                                      F-12