SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB

             [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

        [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                For the fiscal year ended: December 31, 2002

                      Commission file number 000-29451

                     INDEPENDENT ASSET MANAGEMENT CORP.
           (Exact name of registrant as specified in its charter)

Nevada                                                            88-0448320
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification No.)

1850 E. Flamingo Rd., #111
Las Vegas, NV                                                          89119
(Address of principal executive offices)                          (zip code)

                Issuer's Telephone Number:    (702) 866-5839

       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
                              (Title if Class)

     Indicate by check mark whether the registrant (a) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding 12 months (or for such shorter period  that  the
registrant  was required to file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.  Yes    X       No

     Indicate  by  check mark if disclosure of delinquent filers pursuant  to
Item  405  of  Regulation  S-K  is not contained  herein,  and  will  not  be
contained,  to  the  best of registrant's knowledge, in definitive  proxy  or
information  statements incorporated by reference in Part III  of  this  Form
10-KSB or any amendment to this Form 10-KSB.  [     ]

     The  number of shares of Common Stock, $0.001 par value, outstanding  on
December 31, 2002, was 6,631,370 shares, held by 1 stockholder.


<PAGE>


                                   PART I

ITEM 1.   DESCRIPTION OF BUSINESS

     Independent  Asset Management Corp. was incorporated  in  the  State  of
Nevada  on  January 19, 1994, to engage in any lawful corporate  undertaking,
including,  but  not limited to, selected mergers and acquisitions.  We  have
been  in the development stage since inception.  Independent Asset Management
Corp.  has  not  engaged  in  any  commercial operations.  Independent  Asset
Management Corp. does not have active business operations, and at  this  time
we are considered a "Blank Check" company.

     We  registered  our 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.  We file with the Securities and Exchange Commission
periodic and episodic reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-QSB and annual reports on Form 10-KSB.

     We  will attempt to locate and negotiate with a business entity for  the
merger  of  that target business into the Company.  In certain  instances,  a
target business may wish to become a subsidiary of the Company or may wish to
contribute  assets  to the Company rather than merge.  No assurances  can  be
given  that we will be successful in locating or negotiating with any  target
business.

     Management  believes  that  there are  perceived  benefits  to  being  a
reporting  company  with a class of publicly-traded  securities.   These  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) stockholder  liquidity;
(6)  greater  ease in subsequently raising capital; (7) compensation  of  key
employees  through stock options; (8) enhanced corporate  image;  and  (9)  a
presence in the United States capital market.

     A  business  entity,  if  any, which may be  interested  in  a  business
combination with us 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  to gain 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;  or  (7) a company seeking one  or  more  of  the  other
perceived benefits of becoming a public company.

     Management  is  actively  engaged in seeking a qualified  company  as  a
candidate  for  a business combination.  We are authorized to  enter  into  a
definitive agreement with a wide variety of businesses without limitation  as
to  their  industry or revenues.  It is not possible at this time to  predict
with which company, if any, we will enter into a definitive agreement or what
will  be the industry, operating history, revenues, future prospects or other
characteristics of that company.

<PAGE>

     We  may  seek  a business opportunity with entities which have  recently
commenced  operations,  or which wish to utilize the  public  marketplace  in
order  to  raise additional capital in order to expand into new  products  or
markets,  to  develop  a  new  product or service,  or  for  other  corporate
purposes.   We may acquire assets and establish wholly-owned subsidiaries  in
various businesses or acquire existing businesses as subsidiaries.

     Our  management,  which  in all likelihood will not  be  experienced  in
matters relating to the business of a target business, will rely upon its own
efforts  in  accomplishing  our business purposes.   Outside  consultants  or
advisors  may be utilized by us to assist in the search for qualified  target
companies.  If we do retain such an outside consultant or advisor,  any  cash
fee earned by such person will need to be assumed by the target business,  as
we have limited cash assets with which to pay such obligation.

     The  analysis  of new business opportunities will be undertaken  by,  or
under  the supervision of our officer and director, who is not a professional
business   analyst.    In   analyzing  prospective  business   opportunities,
management may consider such matters as:
*    the available technical, financial and managerial resources;
*    working capital and other financial requirements; history of operations,
     if any;
*    prospects for the future;
*    nature of present and expected competition;
*    the quality and experience of management services which may be available
     and the depth of that management;
*    the potential for further research, development, or exploration;
*    specific risk factors not now foreseeable but which then may be
     anticipated to impact our proposed activities;
*    the potential for growth or expansion;
*    the potential for profit;
*    the perceived public recognition or acceptance of products, services, or
     trades; name identification and;
*    other relevant factors.

     Management  does  not  have  the capacity to  conduct  as  extensive  an
investigation  of  a  target business as might be  undertaken  by  a  venture
capital  fund or similar institution.  As a result, management may  elect  to
merge  with a target business which has one or more undiscovered shortcomings
and may, if given the choice to select among target businesses, fail to enter
into an agreement with the most investment-worthy target business.

     Following  a  business combination we may benefit from the  services  of
others  in  regard to accounting, legal services, underwritings and corporate
public  relations.   If  requested  by  a  target  business,  management  may
recommend  one or more underwriters, financial advisors, accountants,  public
relations firms or other consultants to provide such services.

<PAGE>

     A  potential target business may have an agreement with a consultant  or
advisor  providing  that services of the consultant or advisor  be  continued
after  any  business  combination.  Additionally, a target  business  may  be
presented  to  us only on the condition that the services of a consultant  or
advisor  be  continued  after  a  merger or  acquisition.   Such  preexisting
agreements  of  target businesses for the continuation  of  the  services  of
attorneys,  accountants, advisors or consultants could be  a  factor  in  the
selection of a target business.

     In  implementing  a structure for a particular business acquisition,  we
may become a party to a merger, consolidation, reorganization, joint venture,
or  licensing  agreement with another corporation or  entity.   We  may  also
acquire  stock or assets of an existing business.  On the consummation  of  a
transaction, it is likely that our present management and stockholder will no
longer  be  in our control.  In addition, it is likely that our  officer  and
director  will,  as part of the terms of the acquisition transaction,  resign
and be replaced by one or more new officers and directors.

     It  is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal  and  state  securities laws.  In some circumstances  however,  as  a
negotiated element of its transaction, we may agree to register all or a part
of  such  securities immediately after the transaction is consummated  or  at
specified times thereafter.  If such registration occurs, of which there  can
be  no assurance, it will be undertaken by the surviving entity after we have
entered  into  an agreement for a business combination or have consummated  a
business  combination and we are no longer considered a blank check  company.
The  issuance  of  additional securities and their potential  sale  into  any
trading  market  which may develop in our securities may depress  the  market
value  of  our securities in the future if such a market develops,  of  which
there is no assurance.

     While  the  terms of a business transaction to which we may be  a  party
cannot  be  predicted,  it  is  expected that the  parties  to  the  business
transaction will desire to avoid the creation of a taxable event and  thereby
structure the acquisition in a tax-free reorganization under Sections 351  or
368 of the Internal Revenue Code of 1986, as amended.

     With  respect  to any merger or acquisition negotiations with  a  target
business, management expects to focus on the percentage of the Company  which
target business stockholder would acquire in exchange for their shareholdings
in  the  target  business.  Depending upon, among other  things,  the  target
business's  assets  and liabilities, our stockholder will in  all  likelihood
hold  a  substantially lesser percentage ownership interest  in  the  Company
following  any merger or acquisition.  Any merger or acquisition effected  by
us can be expected to have a significant dilutive effect on the percentage of
shares held by our stockholder at such time.

     No assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to  the  nature
of the target business.

     As  of  the  date  hereof, management has not made  any  final  decision
concerning or entered into any written agreements for a business combination.
When  any  such agreement is reached or other material fact occurs,  we  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
determine if we have subsequently filed a Form 8-K.

<PAGE>

     We  anticipate that the selection of a business opportunity in which  to
participate  will  be  complex and without certainty of  success.  Management
believes  (but  has  not conducted any research to confirm)  that  there  are
numerous  firms  seeking  the perceived benefits  of  a  publicly  registered
corporation.   Such perceived benefits may include facilitating or  improving
the  terms  on  which  additional equity financing may be  sought,  providing
liquidity  for incentive stock options or similar benefits to key  employees,
increasing the opportunity to use securities for acquisitions, and  providing
liquidity for stockholder and other factors.  Business opportunities  may  be
available  in many different industries and at various stages of development,
all of which will make the task of comparative investigation and analysis  of
such business opportunities extremely difficult and complex.

ITEM 2.   DESCRIPTION OF PROPERTY

     We have no properties and at this time have no agreements to acquire any
properties.   We  currently use the office of management at no  cost  to  us.
Management  has  agreed to continue this arrangement  until  we  complete  an
acquisition or merger.

ITEM 3.   LEGAL PROCEEDINGS

     There is no litigation pending or threatened by or against us.

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

     No  matter  was  submitted to a vote of security  holders,  through  the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.

                                   PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is currently no public market for our securities. We do not intend
to  trade  our  securities  in the secondary market  until  completion  of  a
business  combination or acquisition.  It is anticipated that following  such
occurrence we will request that our common stock to be quoted on the NASD OTC
Bulletin  Board  or,  if  we then meet the financial and  other  requirements
thereof, on the Nasdaq SmallCap Market, National Market System or regional or
national exchange.

     The  proposed  business activities described herein  classify  us  as  a
"blank  check"  company.   The Securities and Exchange  Commission  and  many
states  have  enacted statutes, rules and regulations limiting  the  sale  of
securities  of  blank  check  companies in  their  respective  jurisdictions.
Management  does  not intend to undertake any efforts to cause  a  market  to
develop in our securities until such time as we have successfully implemented
our  business plan described herein.  Accordingly, our stockholder has agreed
that  she will not sell or otherwise transfer his shares of our common  stock
except  in connection with or following completion of a merger or acquisition
and we have no longer classified as a blank check company.

<PAGE>

     There is currently one stockholder of our outstanding common stock.

     During  the past three years, we have issued securities which  were  not
registered as follows:

                                         NUMBER OF
DATE                       NAME           SHARES          CONSIDERATION
January 19, 1994     Debra K. Amigone     10,000           $10,000(1)
January 18,2000      Debra K. Amigone    4,990,000   500:1 Forward Split(1)
January 1, 2001      Debra K. Amigone    1,432,000          $1,432(2)
April 1, 2001        Debra K. Amigone     22,060             $22 (2)
July 1, 2001         Debra K. Amigone     13,240             $13 (2)
October 1, 2001      Debra K. Amigone     14,060             $14 (2)
April 1, 2002        Debra K. Amigone     21,880             $22 (2)
September 30, 2002   Debra K. Amigone     28,130             $28 (2)
December, 31, 2002   Debra K. Amigone     100,000           $100 (2)
________

(1)  Ms. Amigone is our sole director, controlling stockholder and president.
Shares  issued to Ms. Amigone were in return for services provided to  us  by
Ms.  Amigone,  in  lieu  of cash. With respect to the  stock  issued  to  Ms.
Amigone,  we  relied  upon Section 4(2) of the Securities  Act  of  1933,  as
amended and Rule 506 promulgated thereunder.

(2)   Shares  issued to Ms. Amigone were conversions of debt  to  equity  for
monies  advanced  by  Ms. Amigone. With respect to the stock  issued  to  Ms.
Amigone, we relied upon Section 4(2) of the Securities Act of 1933.

ITEM 6.   PLAN OF OPERATION

     We  were  formed  to  engage  in a merger  with  or  acquisition  of  an
unidentified foreign or domestic company which desires to become a  reporting
("public")  company whose securities are qualified for trading in the  United
States  secondary market.  We meet the definition of a "blank check"  company
contained in Section (7)(b)(3) of the Securities Act of 1933, as amended.  We
have  been  in the developmental stage since inception and have no operations
to  date.  Other than issuing shares to our original stockholder, we have not
commenced any operational activities.

     We  will  not  acquire  or merge with any entity  which  cannot  provide
audited  financial statements at or within a reasonable period of time  after
closing  of  the proposed transaction.  We are subject to all  the  reporting
requirements included in the Exchange Act.  Included in these requirements is
our  duty to file audited financial statements as part of our Form 8-K to  be
filed  with  the  Securities and Exchange Commission upon consummation  of  a
merger  or acquisition, as well as our audited financial statements  included
in  our  annual  report  on Form 10-K (or 10-KSB, as  applicable).   If  such
audited  financial statements are not available at closing,  or  within  time
parameters  necessary to insure our compliance with the requirements  of  the
Exchange Act, or if the audited financial statements provided do not  conform
to the representations made by the target business, the closing documents may
provide  that the proposed transaction will be voidable at the discretion  of
our present management.

<PAGE>

     We will not restrict our search for any specific kind of businesses, but
may  acquire  a  business which is in its preliminary or  development  stage,
which  is  already in operation, or in essentially any stage of its  business
life. It is impossible to predict at this time the status of any business  in
which  we  may  become  engaged,  in that such  business  may  need  to  seek
additional  capital, may desire to have its shares publicly  traded,  or  may
seek other perceived advantages which we may offer.

     A  business combination with a target business will normally involve the
transfer to the target business of the majority of our common stock, and  the
substitution  by  the  target business of its own  management  and  board  of
directors.

     We have, and will continue to have, no capital with which to provide the
owners  of  business  opportunities with any cash or other  assets.  However,
management believes we will be able to offer owners of acquisition candidates
the  opportunity to acquire a controlling ownership interest  in  a  publicly
registered company without incurring the cost and time required to conduct an
initial  public offering.  Our officer and director has not conducted  market
research  and  is  not  aware of statistical data to  support  the  perceived
benefits  of a merger or acquisition transaction for the owners of a business
opportunity.

     Our  audit  reflects the fact that we have no current source of  income.
Further, that without realization of additional capital, it would be unlikely
for the Company to continue as a going concern.

     Our  stockholder  has agreed that she will advance any additional  funds
which  we  need  for  operating  capital and for  costs  in  connection  with
searching for or completing an acquisition or merger. Such advances  will  be
made without expectation of repayment unless the owners of the business which
we  acquire  or merge with agree to repay all or a portion of such  advances.
There is no minimum or maximum amount such stockholder will advance to us. We
will  not borrow any funds for the purpose of repaying advances made by  such
stockholder,  and we will not borrow any funds to make any  payments  to  our
promoters, management or their affiliates or associates.

     The  Board of Directors has passed a resolution which contains a  policy
that  we will not seek an acquisition or merger with any entity in which  our
officer,  director,  stockholder or his affiliates  or  associates  serve  as
officer or director or hold more than a 10% ownership interest.
Internal Controls

     Evaluation of disclosure controls and procedures.  Prior to the date  of
this report, the Company carried out an evaluation, under the supervision and
with the participation of our President and Chief Accounting Officer, of  the
effectiveness  of  the  design and operation of our disclosure  controls  and
procedures.  Based on this evaluation, the Company's Chief Accounting Officer
concluded  that the Company's disclosure controls and procedures (as  defined
in  Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act  of  1934
(the "Exchange Act")) are effective to ensure that information required to be
disclosed  by  the  Company in reports that it files  or  submits  under  the
Exchange Act is recorded, processed, summarized and reported to the Company's
management  within the time periods specified in the Securities and  Exchange
Commission's rules and forms.

<PAGE>

     Changes  in  internal  controls.   Subsequent  to  the  date  of   their
evaluation,  there  were  no significant changes in  the  Company's  internal
controls  or  in other factors that could significantly affect the  Company's
disclosure controls and procedures, and there were no corrective actions with
regard  to  significant deficiencies and material weaknesses  based  on  such
evaluation.

ITEM 7.   FINANCIAL STATEMENTS

     See Index to Financial Statements and Financial Statement Schedules
appearing on page F-1 through F-8 of this Form 10-KSB.

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

     There were no changes in or disagreements with accountants on accounting
and financial disclosure for the period covered by this report.

PART III

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

     Our Director and Officer is as follows:
       Name                  Age    Positions and Offices Held
       Debra K. Amigone      50     President, Secretary, Director

     There are no agreements or understandings for the officer or director to
resign  at  the  request  of another person and the above-named  officer  and
director  is  not  acting on behalf of nor will act at the direction  of  any
other person.

     Set  forth  below is the name of our director and officer, all positions
and offices with us held, the period during which she has served as such, and
the business experience during at least the last five years:

     Debra  K.  Amigone acts as President, Secretary, Treasurer and  Director
for  the  Company. Ms. Amigone has served as an officer and director  of  the
company  since  inception. Since May, 1997 to present she also  serves  as  a
Director  and secretary of Securities Law Institute, a securities  consulting
firm.  From  1995  to  1997 Ms. Amigone acted as legal assistant  for  Crowne
Ventures, Inc., a public company. Ms. Amigone has over 20 years experience in
business management and as a legal assistant. Ms. Amigone is an affiliate  of
the law firm of Sperry Young & Stoecklein.

CURRENT BLANK CHECK COMPANIES

<PAGE>

     The SEC reporting blank check companies that Debra Amigone serves or has
served as President and Director are listed in the following table:

                                                   Date
Incorporation Name          Form Type  File #    of Filing  Status (l)

VCM Technology Limited      10SB12G    000-29419  10 Feb 00    (2a)

(1)  Under   Merger  Status  "Merger"  represents  either  a  merger  or   an
acquisition has occurred or the company ceased to be a blank check company by
operating specific business a "No" represents that the company is currently
seeking merger or acquisition candidate. More detailed information for each
merger is disclosed in following paragraphs.

(2)  (2a)   In  August 2001 VCM Technology Limited merged with Vitial Living,
Inc.("Vital") whereby Vital was the surviving corporation and VCM Technology
Limited  ceased  to exist. Vital currently markets a  line  of  "impact"
nutritional  products.   Additionally, the Company  intends  to  develop
proprietary  technology and product distribution through the  Allopathic
Medicine,  Complementary and Alternative Medicine (CAM) and  traditional
Natural Products distribution channels.  These markets serve the core users
of  dietary  supplements and address the unique  challenges  of  product
substantiation and differentiation by closely controlling marketing messages
and effectively educating the target consumers.  Further, the company intends
to  introduce novel compounds and clinically substantiated products  and
technologies into this core distribution, while maximizing profitability with
strategic supply chain management.. Pursuant to the Plan of Merger, Vital
issued  5,062 shares of restricted Common Stock to Debra K.  Amigone  in
exchange for the cancellation of Ms. Amigone's 6,481,060 shares  of  VCM
Technology Limited Common Stock. Vital paid $150,000 in cash to Sperry Young
& Stoecklein, of which Debra K. Amigone is an affiliate, for consulting fees
associated  with  the merger. Ms. Amigone currently is a  non-affiliated
stockholder of Vital.

     Our  officer  and  director expects to organize  other  companies  of  a
similar  nature  and  with a similar purpose as us. Consequently,  there  are
potential  inherent  conflicts  of interest in  acting  as  our  officer  and
director.  Insofar as the officer and director is engaged in  other  business
activities,  management anticipates that she will devote only a minor  amount
of time to our affairs. We do not have a right of first refusal pertaining to
opportunities   that  come  to  management's  attention   insofar   as   such
opportunities may relate to our proposed business operations.
    A  conflict may arise in the event that another blank check company  with
which management is affiliated is formed and actively seeks a target company.
It  is  anticipated that target companies will be located for  us  and  other
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on  the
same  date,  alphabetically. However, any blank check  companies  with  which
management is, or may be, affiliated may differ from us in certain items such
as place of incorporation, number of shares and stockholder, working capital,
types  of  authorized securities, or other items. It may  be  that  a  target
company  may be more suitable for or may prefer a certain blank check company
formed after us. In such case, a business combination might be negotiated  on
behalf  of  the more suitable or preferred blank check company regardless  of
date of formation.

<PAGE>

    The  terms of business combination may include such terms as Ms.  Amigone
remaining  a  director  or  officer  of the  Company  and/or  the  continuing
securities work of the Company being handled by the consulting firm of  which
Ms.  Amigone  is a director. The terms of a business combination may  provide
for  a  payment  by  cash or otherwise to Ms. Amigone  for  the  purchase  or
retirement  of  all or part of his common stock of the Company  by  a  target
company  or  for  services  rendered incident  to  or  following  a  business
combination.  Ms.  Amigone would directly benefit  from  such  employment  or
payment.  Such  benefits  may  influence Ms. Amigone's  choice  of  a  target
company.

    We  may  agree  to  pay  finder's fees, as appropriate  and  allowed,  to
unaffiliated  persons  who  may  bring a target  company  to  us  where  that
reference results in a business combination. No finder's fee of any kind will
be  paid  by  us  to  management or our promoters or to their  associates  or
affiliates.  No loans of any type have, or will be, made by us to  management
or our promoters of or to any of their associates or affiliates.

    We  will not enter into a business combination, or acquire any assets  of
any  kind  for  our securities, in which our management or any affiliates  or
associates have a greater than 10% interest, direct or indirect.

    There  are  no  binding guidelines or procedures for resolving  potential
conflicts of interest. Failure by management to resolve conflicts of interest
in  favor  of us could result in liability of management to us. However,  any
attempt by stockholder to enforce a liability of management to us would  most
likely be prohibitively expensive and time consuming.

CONFLICTS OF INTEREST

     Our  officer  and  director expects to organize  other  companies  of  a
similar  nature  and  with a similar purpose as us. Consequently,  there  are
potential  inherent  conflicts  of interest in  acting  as  our  officer  and
director.  Insofar as the officer and director is engaged in  other  business
activities,  management anticipates that she will devote only a minor  amount
of time to our affairs. We do not have a right of first refusal pertaining to
opportunities   that  come  to  management's  attention   insofar   as   such
opportunities may relate to our proposed business operations.

    A  conflict may arise in the event that another blank check company  with
which management is affiliated is formed and actively seeks a target company.
It  is  anticipated that target companies will be located for  us  and  other
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on  the
same  date,  alphabetically. However, any blank check  companies  with  which
management is, or may be, affiliated may differ from us in certain items such
as place of incorporation, number of shares and stockholder, working capital,
types  of  authorized securities, or other items. It may  be  that  a  target
company  may be more suitable for or may prefer a certain blank check company
formed after us. In such case, a business combination might be negotiated  on
behalf  of  the more suitable or preferred blank check company regardless  of
date of formation.

<PAGE>

    The  terms of business combination may include such terms as Ms.  Amigone
remaining  a  director  or  officer  of the  Company  and/or  the  continuing
securities work of the Company being handled by the consulting firm of  which
Ms.  Amigone  is a director. The terms of a business combination may  provide
for  a  payment  by  cash or otherwise to Ms. Amigone  for  the  purchase  or
retirement  of  all or part of his common stock of the Company  by  a  target
company  or  for  services  rendered incident  to  or  following  a  business
combination.  Ms.  Amigone would directly benefit  from  such  employment  or
payment.  Such  benefits  may  influence Ms. Amigone's  choice  of  a  target
company.

    We  may  agree  to  pay  finder's fees, as appropriate  and  allowed,  to
unaffiliated  persons  who  may  bring a target  company  to  us  where  that
reference results in a business combination. No finder's fee of any kind will
be  paid  by  us  to  management or our promoters or to their  associates  or
affiliates.  No loans of any type have, or will be, made by us to  management
or our promoters of or to any of their associates or affiliates.

    We  will not enter into a business combination, or acquire any assets  of
any  kind  for  our securities, in which our management or any affiliates  or
associates have a greater than 10% interest, direct or indirect.

    There  are  no  binding guidelines or procedures for resolving  potential
conflicts of interest. Failure by management to resolve conflicts of interest
in  favor  of us could result in liability of management to us. However,  any
attempt by stockholder to enforce a liability of management to us would  most
likely be prohibitively expensive and time consuming.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the Securities Exchange Act of 1934, as  amended  (the
"Exchange  Act"),  requires Independent Asset Management Corp.  officers  and
directors,  and  persons  who  beneficially own  more  than  ten  percent  of
Independent Asset Management Corp. common stock, to file initial  reports  of
ownership  and  reports  of  changes in ownership  with  the  SEC.  Executive
officers,  directors  and  greater than ten  percent  beneficial  owners  are
required  by  SEC  regulations to furnish Independent Asset Management  Corp.
with copies of all Section 16(a) forms they file. Based upon a review of  the
copies  of  such  forms furnished to Independent Asset Management  Corp.  and
written  representations  from Independent Asset Management  Corp.  executive
officer  and director, believes that during the year ended 2002 all  forms  3
and 4 were filed on a timely basis.

ITEM 10.  EXECUTIVE COMPENSATION

     Our  officer  and  director does not receive any  compensation  for  his
services rendered, has not received such compensation in the past, and is not
accruing  any  compensation pursuant to any agreement with us.  However,  our
officer   and  director  anticipates  receiving  benefits  as  a   beneficial
stockholder and, possibly, in other ways.

<PAGE>

     No  retirement,  pension,  profit sharing,  stock  option  or  insurance
programs or other similar programs have been adopted by us for the benefit of
our employees.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth, as of December 31, 2002,  each  person
known  by us to be the beneficial owner of five percent or more of our Common
Stock  and our director and officer. Except as noted, the holder thereof  has
sole voting and investment power with respect to the shares shown.

Name and Address               Amount of Beneficial          Percent of
Of Beneficial Owner                 Ownership             Outstanding Stock
Debra K. Amigone                    6,631,370                   100%
1850 E. Flamingo Rd., #111
Las Vegas, NV 89119

All Executive Officers and
Directors as a Group
(1 Person)                          6,631,370                   100%

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On  January  19, 1994, the company issued 10,000 shares of  its  no  par
value common stock for services of $ 10,000.  The shares were deemed to  have
been  issued  pursuant to an exemption provided by Section 4(2) of  the  Act,
which exempts from registration "transactions by an issuer not involving  any
public offering."

     On January 18, 2000, the State of Nevada approved the Company's restated
Articles  of  Incorporation, which increased its capitalization  from  50,000
common  shares  to 20,00,000 common shares.  The par value was  changed  from
$1.00  par  value  to  $.001.   The Company also added  5,000,000  shares  of
preferred stock with a par value of $.001.

     On  January 31, 2000, the Company forward split its common stock  500:1,
thus  increasing  the number of outstanding common stock shares  from  10,000
shares  to  5,000,000  shares.  The shares were deemed to  have  been  issued
pursuant  to an exemption provided by Section 4(2) of the Act, which  exempts
from  registration  "transactions  by an  issuer  not  involving  any  public
offering."
     On  January  1,  2001,  the Company issued an  officer  of  the  Company
1,432,000 shares of its $.001 par value common stock for conversion  of  debt
to  equity of $1,432.  The shares were deemed to have been issued pursuant to
an  exemption  provided  by  Section 4(2) of  the  Act,  which  exempts  from
registration "transactions by an issuer not involving any public offering."

     On  April  1, 2001, the Company issued an officer of the Company  22,060
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $22.06.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

<PAGE>

     On  July  1,  2001, the Company issued an officer of the Company  13,240
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $13.24.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  October 1, 2001, the Company issued an officer of the Company 14,060
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $14.06.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  April  1, 2002, the Company issued an officer of the Company  21,880
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $21.88.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  September  30, 2002, the Company issued an officer  of  the  Company
28,130  shares of its $.001 par value common stock for conversion of debt  to
equity of $28.13.  The shares were deemed to have been issued pursuant to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  December  31,  2002, the Company issued an officer  of  the  Company
100,000 shares of its $.001 par value common stock for conversion of debt  to
equity  of $100.  The shares were deemed to have been issued pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     The  Board of Directors has passed a resolution which contains a  policy
that  we will not seek an acquisition or merger with any entity in which  our
officer,  director  or  holder or their affiliates  or  associates  serve  as
officer or director or hold more than a 10% ownership interest. Management is
not aware of any circumstances under which this policy may be changed.

Attestation of President and Chief Financial Officer as to our  internal
controls

     Our  President/Chief Financial Officer, Anthony N. DeMint, has evaluated
the effectiveness of our internal controls and have found that based on these
evaluations  and  the  current status of the Company's  operations  that  our
internal  controls  are adequate at this time. Further, there  have  been  no
significant changes in our internal controls or in other factors  that  could
significantly  affect  internal  controls  subsequent  to  the  date  of  his
evaluations.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

<PAGE>

3(i)*  Certificate  of  Incorporation filed as an exhibit  to  the  Company's
       registration statement on Form 10-SB filed on February 11,  2000,  and
       incorporated herein by reference.
3(ii)* By-Laws  filed  as an exhibit to the Company's registration  statement
       on  Form 10-SB filed on February 11, 2000, and incorporated herein  by
       reference.
4.1*   Article  VI  of Articles of Incorporation filed as an exhibit  to  the
       Company's  registration statement on Form 10-SB filed on February  11,
       2000, and incorporated herein by reference.
4.2*   Article II and Article VIII, Sections 3 and 6 of By-Laws filed  as  an
       exhibit  to  the Company's registration statement on Form 10-SB  filed
       on February 11, 2000, and incorporated herein by reference.
11**   Statement of Per share earnings as shown in Note 2 number 2 on page F-
       6 of December 31, 2002 audit filed herewith.
23**   Consent of Accountants
_____
*    Previously filed
**   Filed herewith

(b)   There  were  no Form 8-K's filed by the Company during the  year  ended
December 31, 2002.

<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.

                              INDEPENDENT ASSET MANAGEMENT CORP.

                              By:/S/Debra K. Amigone
                                   Debra K. Amigone, President

Dated:    March 27, 2003

     Pursuant  to  the 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.

NAME                     OFFICE                   DATE


Debra K. Amigone         President, Secretary,    March 27, 2003
                         Treasurer, Chief
                         Accounting Officer,
                         And Director

<PAGE>

                          CERTIFICATION PURSUANT TO
                18 USC, SECTION 1350, AS ADOPTED PURSUANT TO
           SECTIONS 302 AND 906 OF THE SARBANES-OXLEY ACT OF 2002

      In  connection  with the Annual Report of Independent Asset  Management
Corp. (the "Company") on Form 10-KSB for the period ending December 31, 2002,
as  filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Debra K. Amigone, President and Chief Accounting Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  I have reviewed the report;

     (2)  To the best of my knowledge, the Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under which
such statements were made, not misleading:

     (3)  To  the  best of my knowledge, the financial statements, and  other
financial information included in the Report, fairly present in all material
respects the financial condition and results of operations of the Company as
of, and for, the periods presented in the Report;

     (4)  I:
          (a)  am responsible for establishing internal controls;
(b)  have designed such internal controls to ensure that material information
relating to the Company and its consolidated subsidiaries is made known to me
by others within the Company, particularly during the period of January 1,
2002 through December 31, 2002;
(c)  have evaluated the effectiveness of the Company's internal controls as
of a date within 90 days prior to the Report; and
(d)  have presented in the Report my conclusions about the effectiveness of
my internal controls based on my evaluation of that date;

     (5)  I have disclosed to the Company's auditors and the board of directors:
(a)  all significant deficiencies in the design or operation of internal
control which could adversely affect the Company's ability to record,
process, summarize, and report financial data and have identified for the
Company'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 Company's internal controls;

     (6)  I have indicated in the 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 my evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses; and

     (7)  The Report fully complies with the requirements of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

Date:  March 28, 2003

/S/Debra K. Amigone
Debra K. Amigone, President
/Chief Accounting Officer

<PAGE>

                              TABLE OF CONTENTS
                                                                         PAGE
INDEPENDENT AUDITORS' REPORT                                             F-1

BALANCE SHEET                                                            F-2

STATEMENT OF OPERATIONS                                                  F-3

STATEMENT OF STOCKHOLDERS' EQUITY                                        F-4

STATEMENT OF CASH FLOWS                                                  F-5

NOTES TO FINANCIAL STATEMENTS                                      F-6 - F-8

<PAGE>

BECKSTEAD AND WATTS, LLP
Certified Public Accountants
                                                       3340 Wynn Road Suite C
                                                          Las Vegas, NV 89102
                                                                 702.257.1984
                                                             702.362.0540 fax

                         INDEPENDENT AUDITORS REPORT

March 27, 2003
Board of Directors
Independent Asset Management Corp.
Las Vegas, NV

WE have audited the Balance Sheets of Independent Asset Management Corp. (the
"Company")  (A  Development  Stage Company), as  of  December  31,  2002  and
December  31,  2001, and the related Statements of Operations,  Stockholders'
Equity,  and  Cash Flows for the year ended December 31, 2002,  December  31,
2001,  and  the period January 19, 1994 (Date of Inception) to  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 audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Independent Asset Management
Corp. (A Development Stage Company) as of December 31, 2002 and December  31,
2001,  and  the related Statements of Operations, Stockholders'  Equity,  and
Cash  Flows for the year ended December 31, 2002, December 31, 2001, and  the
period  January  19,  1994  (Date of Inception)  to  December  31,  2002,  in
conformity  with  accounting  principles generally  accepted  in  the  United
States.

The accompanying financial statements have been prepared assuming the Company
will  continue  as a going concern.  As discussed in Note 4 to the  financial
statements,  the  Company has had limited operations and have  not  commenced
planned  principal  operations.   This raises  substantial  doubt  about  its
ability to continue as a going concern.  Management's plan in regard to these
matters  are  also  described  in Note 4.  The financial  statements  do  not
include  any  adjustments  that  might  result  from  the  outcome  of   this
uncertainty.

Beckstead and Watts, LLP

<PAGE>
<TABLE>

                     INDEPENDENT ASSET MANAGEMENT CORP.
                        (A Development Stage Company)


                                BALANCE SHEET

                                   ASSETS

                                                     For the Year Ended
                                                        December 31,
                                                    2002           2001
<S>                                              <C>           <C>
CURRENT ASSETS                                   $          0   $          0
                                                 ------------   ------------
     TOTAL CURRENT ASSETS                                   0              0
                                                 ------------   ------------
OTHER ASSETS                                                0              0
                                                 ------------   ------------
     TOTAL OTHER ASSETS                                     0              0
                                                 ------------   ------------
                                                 $          0   $          0
                                                 ============   ============
            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Officers Advances (Note #6)                    $          0   $          0
                                                 ------------   ------------
     TOTAL CURRENT LIABILITIES                              0              0
                                                 ------------   ------------
STOCKHOLDERS' EQUITY

   Preferred stock, $.001 par value
   authorized 5,000,000 shares;
   None issued and Outstanding                              0              0

   Common stock, $.001 par value,
   authorized 20,000,000 shares;
   6,631,370 and 6,481,360 issued and
   outstanding at December 31, 2002 and 2001            6,631          6,481

Additional paid-in capital                              5,000          5,000

(Deficit) accumulated during
development stage                                    (11,631)       (11,481)
                                                  -----------    -----------
     TOTAL STOCKHOLDER'S EQUITY                             0              0
                                                  -----------    -----------

                                                  $         0    $         0
                                                  ===========    ===========
  The accompanying notes are an integral part of these financial statements

</TABLE>
<PAGE>
<TABLE>

                   INDEPENDENT ASSET MANAGEMENT CORP.
                        (A Development Stage Company)


                           STATEMENT OF OPERATIONS

                                                                January 19,
                                  For the Year   For the Year       1994
                                     Ended      Ended December (Inception) to
                                  December 31,     31, 2001     December 31,
                                      2002                          2002
<S>                              <C>             <C>            <C>
INCOME
Revenue                           $         0      $         0    $         0
                                  -----------      -----------    -----------
EXPENSE
General and
Administrative                            150              349         11,631
                                  -----------      -----------    -----------
TOTAL EXPENSES                            150              349         11,631
                                  -----------      -----------    -----------
NET (LOSS)                        $     (150)      $     (349)   $   (11,631)
                                  ===========      ===========    ===========
Weighted average
number of common
shares outstanding                  6,631,370        6,481,360      6,631,370
                                  ===========      ===========    ===========
Net Loss
Per Weighted Share                $     (.00)      $     (.00)    $     (.00)
                                  ===========      ===========    ===========

  The accompanying notes are an integral part of these financial statements

</TABLE>
<PAGE>
<TABLE>

                     INDEPENDENT ASSET MANAGEMENT CORP.
                        (A Development Stage Company)
                      STATEMENT OF STOCKHOLDERS' EQUITY

                                                     (Deficit)
                                                    accumulated
                                        Additional    during        Total
                        Common Stock     paid-in    development Stockholders
                      Shares    Amount   Capital       stage      ' Equity
                      --------- ------  ---------   ----------  ------------
<S>                   <C>       <C>     <C>         <C>         <C>
Balance,
December 31, 1999    10,000    $10,000  $       0   $ (10,000)   $         0

January 18, 2000
Changed from $1.00
Par value to $.001              (9,990)      9,990            0             0

January 31, 2000
Forward stock split
500:1                 4,990,000   4,990    (4,990)            0             0

Net loss year ended,
December 31, 2000             0       0          0      (1,132)       (1,132)
                      --------- -------  ---------   ----------  ------------
Balance,
December 31, 2000     5,000,000   5,000      5,000     (11,132)       (1,132)

January 1, 2001
Issued for Debt       1,432,000   1,432          0            0         1,432

April 1, 2001
Issued for Debt          22,060      22          0            0            22

July 1, 2001
Issued for Debt          13,240      13          0            0            13

October 1, 2001
Issued for Debt          14,060      14          0            0            14

Net loss
December 31, 2001                                         (349)         (349)
                      ---------  ------  ---------   ----------  ------------
Balance
December 31, 2001     6,481,360   6,481      5,000     (11,481)             0

April 1, 2002
Issued for Debt          21,880      22          0                         22

September 30, 2002
Issued for Debt          28,130      28          0                         28

December 31, 2002
Issued for Debt         100,000     100          0                        100

Net loss
December 31, 2002                                         (150)         (150)
                      ---------  ------  ---------   ----------  ------------
Balance
December 31, 2002     6,631,370  $6,631  $   5,000  $  (11,631)  $          0
                      =========  ======  =========   ==========  ============


  The accompanying notes are an integral part of these financial statements

</TABLE>
<PAGE>
<TABLE>

                     INDEPENDENT ASSET MANAGEMENT CORP.
                        (A Development Stage Company)
                           STATEMENT OF CASH FLOWS

                                                                January 19,
                                      For the    For the Year      1994
                                    Year Ended       Ended      (Inception)
                                     December    December 31,   to December
                                     31, 2002        2001        31, 2002
<S>                                  <C>          <C>           <C>
Cash Flows from
Operating Activities:
  Net (loss)                          $   (150)      $   (349)  $   (11,631)
  Stock Issued for services                   0              0        10,000
  Issuance of stock to
   Convert debt to equity                   150          1,481         1,631

Changes in assets and
Liabilities:
  Officers Advances                           0        (1,132)             0
                                    -----------    -----------   -----------
Net cash (used) in
operating activities                          0              0             0

Cash Flows from
Investing Activities:
  Organization Costs                          0              0             0
                                    -----------    -----------   -----------
Net Cash (used) in
  Investing activities                        0              0             0
Cash Flows from
Financing Activities                          0              0             0
                                    -----------    -----------   -----------
Net increase in cash                          0              0             0
Cash,
beginning of period                           0              0             0
                                    -----------    -----------   -----------
Cash,
end of period                       $         0    $         0   $         0
                                    ===========    ===========   ===========
Supplemental Disclosure
  Interest paid                     $         0    $         0   $         0
                                    ===========    ===========   ===========
  Taxes paid                        $         0    $         0   $         0
                                    ===========    ===========   ===========
 Non-cash transactions:
  Number of shares issued
     For services                             0              0     5,000,000
                                    ===========    ===========   ===========
  Number of shares issued
     To convert debt to equity          150,010      1,481,360     1,631,370
                                    ===========    ===========   ===========
  The accompanying notes are an integral part of these financial statements

</TABLE>
<PAGE>

                     INDEPENDENT ASSET MANAGEMENT CORP.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS
                              December 31, 2002

NOTE 1 - History and organization of the Company

     The  Company was organized January 19, 1994, under the laws of the State
of  Nevada as Independent Asset Management Corp. The Company currently has no
operations and, in accordance with SFAS #7, is considered a development stage
company.

NOTE 2 - Accounting Policies and Procedures

     The  Company  has not determined its accounting policies and procedures,
except as follows:
     1.   The Company uses the accrual method of accounting.
     2.   Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
     3.    The  Company has not yet adopted any policy regarding  payment  of
dividends. No dividends have been paid since inception.
     4.     In  April  1998,  the  American  Institute  of  Certified  Public
Accountant's issue 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 organization costs. It  requires  costs  of
start-up  activities and organization costs to be expensed as  incurred.  SOP
98-5  is  effective for fiscal years beginning after December 15, 1998,  with
initial  adoption reported as the cumulative effect of a change in accounting
principle.

NOTE 3 - STOCKHOLDERS EQUITY

     On  January  19, 1994, the company issued 10,000 shares of  its  no  par
value common stock for services of $ 10,000.

     On January 18, 2000, the State of Nevada approved the Company's restated
Articles  of  Incorporation, which increased its capitalization  from  50,000
common  shares  to 20,00,000 common shares.  The par value was  changed  from
$1.00  par  value  to  $.001.   The Company also added  5,000,000  shares  of
preferred stock with a par value of $.001.

     On  January 31, 2000, the Company forward split its common stock  500:1,
thus  increasing  the number of outstanding common stock shares  from  10,000
shares to 5,000,000 shares.

     On  January  1,  2001  the  Company issued an  officer  of  the  Company
1,432,000 shares of its $.001 par value common stock for conversion  of  debt
to  equity of $1,432.  The shares were deemed to have been issued pursuant to
an  exemption  provided  by  Section 4(2) of  the  Act,  which  exempts  from
registration "transactions by an issuer not involving any public offering."

<PAGE>

                     INDEPENDENT ASSET MANAGEMENT CORP.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS
                              December 31, 2002

NOTE 3 - STOCKHOLDERS EQUITY (CONTINUED)

     On  April  1,  2001 the Company issued an officer of the Company  22,060
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $22.06.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  July  1,  2001 the Company issued an officer of the  Company  13,240
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $13.24.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  October 1, 2001 the Company issued an officer of the Company  14,060
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $14.06.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  April  1,  2002 the Company issued an officer of the Company  21,880
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $21.88.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  September  30,  2002 the Company issued an officer  of  the  Company
28,130  shares of its $.001 par value common stock for conversion of debt  to
equity of $28.13.  The shares were deemed to have been issued pursuant to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  December  31,  2002  the Company issued an officer  of  the  Company
100,000 shares of its $.001 par value common stock for conversion of debt  to
equity  of $100.  The shares were deemed to have been issued pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

NOTE 4 - GOING CONCERN

     The  company's  financial statements are prepared  using  the  generally
accepted   accounting  principles  applicable  to  a  going  concern,   which
contemplates the realization of assets and liquidation of liabilities in  the
normal  course  of  business. However, the Company has no current  source  of
revenue. Without realization of additional capital, it would be unlikely  for
the  Company to continue as a going concern. It is management's plan to  seek
additional capital through acquiring or merging with another business entity.

<PAGE>

                     INDEPENDENT ASSET MANAGEMENT CORP.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS
                              December 31, 2002

NOTE 5 - RELATED PARTY TRANSACTIONS

     The Company neither owns or leases any real or personal property. Office
services  are  provided without charge by an officer and or director  of  the
Company.   Such  costs  are  immaterial  to  the  financial  statements   and
accordingly,  have not been reflected therein. The officers and directors  of
the Company are involved in other business activities and may, in the future,
become  involved  in  other business opportunities. If  a  specific  business
opportunity becomes available, such persons may face a conflict in  selecting
between  the Company and their other business interests. The Company has  not
formulated  a  policy for the resolution of such conflicts. The  Company  has
formulated no policy for the resolution of such conflicts.

NOTE 6 - WARRANTS AND OPTIONS

     There are no warrants or options outstanding to issue any additional
shares of common stock or preferred stock of the Company.

NOTE 7 - OFFICERS ADVANCES

     While the Company is seeking additional capital through a merger with an
existing  operating company, an officer of the Company has advanced funds  on
behalf  of  the  Company to pay for any costs incurred by it. These  advances
have been converted to equity.