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 Number: 000-29645


                              SLABSDIRECT.COM, INC.
                 (name of small business issuer in its charter)


            Delaware                                       98-6218467
            --------                                       ----------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)


            1145 West 7th Avenue, Vancouver, British Columbia V6H 1B5
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (604) 649-8336

Securities registered under Section 12(b) of the Act:

Title of each class                   Name of each exchange on which registered

       None                                          None
       ----                                          ----

Securities registered under Section 12(g) of the Act:

                Common Stock, $0.0001 par value
                        (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. [X] Yes [ ] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

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

The aggregate  market value of the 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 price of such common equity,  as of August 9,
2004 was $-0-.

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity as of August 9, 2004 was 10,312,100 shares.

Documents incorporated by reference: None

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


                                       1

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
                                     PART I
<S>           <C>                                                                                           <C>
ITEM 1.       DESCRIPTION OF BUSINESS.......................................................................  3
ITEM 2.       DESCRIPTION OF PROPERTY.......................................................................  6
ITEM 3.       LEGAL PROCEEDINGS.............................................................................  6
ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........................................  7

                                     PART II

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS......................................  8
ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.....................................  8
ITEM 7.       FINANCIAL STATEMENTS.......................................................................... 11
ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.......... 11

ITEM 8A       CONTROLS AND PROCEDURES....................................................................... 12

                                    PART III

ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
              THE EXCHANGE ACT.............................................................................. 13
ITEM 10.      EXECUTIVE COMPENSATION........................................................................ 14
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.      PRINCIPAL ACCOUNTANT FEES AND SERVICES........................................................ 16
</TABLE>


                                       2
<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

slabsdirect.com,  Inc. (the "Company") was incorporated in the State of Delaware
on January 14,  2000 for the purpose of  establishing  a vertical  trade  portal
(i.e.  a website)  for the natural  stone  industry.  The Company has one wholly
owned subsidiary,  slabsdirect.com Online (B.C.) Ltd., which was incorporated in
the Province of British Columbia,  Canada on January 25, 2000. In April of 2000,
the Company  received  initial funding and in March of 2001 the Company received
additional funding, all from the sale of common stock to its investors.

The  Company has not  commenced  any  operations  other than  initial  corporate
formation and  capitalization,  the selection and  acquisition of a domain name,
www.slabsdirect.com,  the preparation of preliminary  design  specifications for
its vertical trade community and the development of a beta website.

The Company  has  developed a vertical  trade  portal  which will allow users to
research,  source,  contact and purchase  natural stone products,  equipment and
services.

PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS

The Company plans to develop its vertical trade portal into four areas:

      o     an auction marketplace;

      o     industry classifieds;

      o     industry news; and

      o     industry links.


The  Company  plans to  generate  revenues  on a  commission  basis  from  sales
transactions made through the auction  marketplace,  while the other three areas
are  designed to draw  traffic to its vertical  trade  portal.  The Company also
plans to sell advertising space on its website.

Management believes that the focus of the Company's vertical trade portal should
be on delivering ease of use and convenience combined with capabilities designed
to personalize  business transacted over the Internet.  To accomplish this goal,
the Company has  retained  the services of a website  development  company.  The
Company has  established  a beta vertical  trade portal at  www.slabsdirect.com.
Upon obtaining adequate financing (approximately $500,000), the Company plans to
refine  this  portal,  include  additional  content,  and  begin  marketing  its
services.

AUCTION MARKETPLACE

The  cornerstone of the Company's  plan is the  development of an online auction
marketplace for natural stone products, equipment and related items. The auction
marketplace will host auctions of these products by registered  members over the
Internet.  Related  services  provided to members are planned to include  credit
verification,  delivery scheduling,  inspection services and payment settlement.
The Company plans to implement these features upon obtaining adequate financing.


                                        3
<PAGE>


INDUSTRY CLASSIFIEDS

The Company's  classified system allows users to post classified  advertisements
on the Internet, including new and used stone fabricating equipment,  employment
opportunities, transportation services, and natural stone products.

The Company has  implemented  a beta system on its  vertical  trade portal which
allows  users  to  place  an  advertisement   independently  by  completing  and
submitting a form online. The Company plans to augment this service in future to
allow  users  continued  access  to  their  advertisement  in  order to edit the
advertisement.  No commissions will be charged by slabsdirect.com on the sale of
any products advertised on its classified system.  However, the Company believes
that it may be able to charge fees for advertisements  once the portal is firmly
established in the industry.

INDUSTRY NEWS

The Company has  established a preliminary  industry news center relating to the
natural stone industry on its vertical trade portal. The industry news center is
designed  to  cater  to  the  needs  of  architects,   designers,   construction
professionals,  home owners and natural stone fabricators.  The Company plans to
supply information and news on the following subjects:

      o     Industry Events and Trade Shows;

      o     Industry Awards;

      o     Information on Natural Stone Care Products;

      o     Information on Stoneworking Machinery;

      o     Information on Installation Techniques; and

      o     Information on Natural Stone Design.

The Company  plans to license the content  required for its industry news center
from other websites and industry publications.

INDUSTRY LINKS

The  Company's  vertical  trade portal will also provide a directory of industry
specific  links to other  websites on the Internet  which will allow the natural
stone  enthusiast to  conveniently  move through the  Company's  portal to other
websites.  The Company  plans to index these  links  geographically  in order to
assist the user in obtaining  geographically  relevant information.  The Company
intends to establish links for the following categories:

      o     Design Resources;

      o     Trade Associations; and

      o     Trade Shows.


                                        4
<PAGE>


MARKET

The Company  plans to service the natural  stone market with its vertical  trade
portal.  The Company plans to create  consumer  awareness and create branding of
its website through some or all of the following methods:

      o     Internet Radio;

      o     Print Ad;

      o     Public Relations;

      o     Television Trade Shows; and

      o     Other Advertising

The Company  expects that it will require  additional  funding of  approximately
$500,000 in order to implement its plan of business.

DISTRIBUTION

The Company plans to offer access to its vertical trade portal free of charge to
Internet users. However, to participate in the auction marketplace users will be
required  to first  register.  The  Company's  vertical  trade  portal will also
provide  regularly  updated  industry-related  news.  The use of  updated  news,
together with numerous color  photographs,  is intended to capture the attention
of Internet users interested in natural stone.

The  Company  plans to  generate  revenues  on a  commission  basis  from  sales
transactions  made  through  the  auction  marketplace.  In  addition,  upon the
vertical trade  community  reaching  critical mass, the Company intends to begin
selling  advertising  space on the pages of its  portal  and  charging  fees for
classified advertisements.

To establish its vertical trade portal, the Company has retained the services of
Servo Technology Management, a website development company located in Vancouver,
British Columbia.  The Company expects that Servo Technology  Management will be
able to  develop  and  establish  a  vertical  trade  portal  in a  .timely  and
cost-effective manner.  However, the Company has identified numerous alternative
website development providers which can also meet its needs, if required.

Management plans to establish  relationships with manufacturers and distributors
of natural stone  products in North America and Europe in order to cross promote
its vertical  trade portal and develop  awareness  for its auction  marketplace.
While  the  Company  has no such  relationships  at  present,  management  feels
confident that it will be able to establish  these  relationships  by drawing on
past  experience  in the natural  stone  industry.  Failure to  establish  these
relationships  could have a material adverse effect upon the Company's  business
plan.

Management  also plans to create the  initial  information  content  used at the
Company's  vertical trade portal by drawing on past experience in the commercial
stone industry. The Company plans to hire new employees to internally create and
then expand the content of its website,  utilize linking software to incorporate
other websites' free  information  directly into the Company's  "host" site, and


                                       5
<PAGE>


contract for licensed content from other websites whenever needed. The Company's
business plan includes a budget of $50,000 per year for  licensing  fees,  which
management  believes is adequate for the Company's needs.  While the Company has
no current licensing  contracts with Internet content  providers,  management is
familiar with existing Internet content providers and the Company plans to enter
into licensing  agreements with Internet content providers per its business plan
after raising capital.

PATENTS, TRADEMARKS AND LICENSES

The Company  owns its  Internet  domain name and the Company  plans to apply for
U.S. trademark  protection upon obtaining adequate financing.  The Company plans
to license website content  information as part of its business plan, but has no
current licensing arrangements and has not commenced licensing negotiations with
any entity.  The Company has no current plans for any  additional  registrations
such as patents, other trademarks, copyrights, franchises,  concessions, royalty
agreements  or  labor  contracts.  The  Company  will  assess  the  need for any
additional  copyrights,  trademark or patent applications on an ongoing basis as
new intellectual property is created for its website.

EMPLOYEES

The Company  currently has no full-time  employees  and one part-time  employee,
that being Steven Bruk, who is the Company's sole officer and director. Mr. Bruk
is involved in other business  activities to which he devotes  substantially all
of his time and  participates in the running of the Company on a part-time basis
as needed.  For the year  ended  December  31,  2002,  Mr.  Bruk has been paid a
consulting fee of $5,094. Hiring of other management, staff and consultants will
occur  incrementally as funds become available and the need arises.  The Company
has no collective bargaining agreements or employment agreements in existence.

ITEM 2. DESCRIPTION OF PROPERTY

The Company has no material  assets and, as such,  the Company  neither owns nor
leases any real or personal property. The Company utilizes space located at 1145
West 7th Avenue,  Vancouver,  British  Columbia  V6H 1B5 valued at $250 which is
donated by the sole executive  officer of the Company and charged to operations.
The space is a total of 250 square feet,  for which the Company is not currently
charged any rent.  The Company  believes that this space is  sufficient  for its
current  requirements  and plans to seek additional  space upon completion of an
equity financing.

ITEM 3. LEGAL PROCEEDINGS

From time to time,  the  Company  may be a party to  litigation  or other  legal
proceedings  that  we  consider  to be a part  of  the  ordinary  course  of our
business.  The Company is not involved currently in legal proceedings that could
reasonably  be  expected  to have a  material  adverse  effect on its  business,
prospects,  financial condition or results of operations. The Company may become
involved in material legal proceedings in the future.


                                       6
<PAGE>


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

No matters  were  submitted  during the fiscal year  covered by this report to a
vote of security holders of the Company,  through the solicitation of proxies or
otherwise.


                                       7
<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's  common stock is not quoted on any exchange and there is no public
trading  market.  As of  August  9,  2004,  the  Company  had  approximately  40
shareholders of record of the common stock.

DIVIDEND POLICY

The  Company  anticipates  that for the  foreseeable  future,  earnings  will be
retained for the development of its business.  Accordingly, the Company does not
anticipate paying dividends on the common stock in the foreseeable  future.  The
payment  of  future  dividends  will be at the sole  discretion  of its board of
directors and will depend on its general business condition.

RECENT SALES OF UNREGISTERED SECURITIES

None.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

None.

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

The following  discussion  should be read in conjunction  with the  consolidated
financial statements and notes hereto.

In  addition  to  historical  information,  this  Annual  Report on Form  10-KSB
contains  forward-looking  statements that involve risks and uncertainties  that
could cause  actual  results to differ  materially.  Factors that might cause or
contribute to such differences  include, but are not limited to, those discussed
in this  section.  You  should  carefully  review the risks  described  in other
documents the Company files from time to time with the  Securities  and Exchange
Commission,  including the Quarterly  Reports on Form 10-QSB filed in 2003. When
used in this report,  the words "expects,"  "anticipates,"  "intends,"  "plans,"
"believes,"  "seeks,"  "targets,"  "estimates,"  "looks  for,"  "looks  to," and
similar   expressions  are  generally   intended  to  identify   forward-looking
statements.  You  should  not  place  undue  reliance  on these  forward-looking
statements,  which  speak  only as of the  date of this  Annual  Report  on Form
10-KSB.  We undertake no  obligation  to publicly  release any  revisions to the
forward-looking  statements or reflect events or circumstances after the date of
this document.


                                       8
<PAGE>


PLAN OF OPERATION

The Company plans to concentrate  its efforts on raising capital funding through
the sale of equity securities in order to advance its business plan. Because the
Company remains essentially a start-up  development company with limited capital
resources,  it may be necessary for the President to either advance funds to the
Company, or to accrue expenses until such time as this additional  financing can
be made. Management intends to hold expenses to a minimum and to obtain services
on a  contingency  basis  when  possible  until  the  Company  is able to secure
additional financing to launch operations.

Management  has made  initial  progress in  implementing  its  business  plan by
registering  its  Internet  domain  name on the  Internet  and setting up a beta
website -  www.slabsdirect.com.  The  Company  will only be able to  continue to
advance its business plan after it receives  capital funding through the sale of
equity securities.  After raising capital, management intends to hire employees,
rent commercial office space in Vancouver,  British Columbia, purchase furniture
and  equipment,   continue  development  of  website  operations  and  establish
commercial relationships with natural stone producers,  distributors and content
providers.  The Company  intends to use its equity  capital to fund its business
plan,  as cash flow is not  estimated  to begin  until year two of the  business
plan.

The Company  will face  considerable  risk in each of its  business  plan steps,
including:

      o     difficulty of hiring competent personnel within projected budgets;

      o     longer than anticipated website programming requirements; and

      o     a shortfall of funding due to an  inability to raise  capital in the
            equity securities market.

If no funding is received  during the next twelve  months,  the Company  will be
forced  to  rely  on its  existing  cash  in the  bank  and  funds  loaned  by a
non-related  company.  The  Company's  officers  and  directors  have no  formal
commitments or arrangements to advance or loan funds to us. In such a restricted
cash flow  scenario,  the Company  would be unable to complete its business plan
steps,  and  would,  instead,  delay  all  cash  intensive  activities.  Without
necessary  cash flow,  the Company may be dormant during the next twelve months,
or until such time as necessary  funds could be raised in the equity  securities
market.

REVENUES

The Company has  generated no revenues from  operations  since its inception and
does not anticipate  earning  revenues from  operations  until after  additional
financing can be obtained and operations can be launched.

COSTS AND EXPENSES

During the year ended  December  31,  2002,  the Company has  incurred  costs of
$15,992 for professional fees, $17,094 for consulting fees, development costs of
$157,  $1,831 for office and other  miscellaneous  expenses and received donated
rent in the amount $3,000 as compared to costs of $24,360 for professional fees,
$3,264 for consulting fees,  development costs of $3,046,  $4,357 for office and
other  miscellaneous  expenses  and  received no donated rent for the year ended


                                       9
<PAGE>


December 31, 2001. In addition,  the Company  incurred $3,873 in travel expenses
for the year ended December 31, 2001. Total expenses for the year ended December
31, 2002  decreased by $896 as compared to the year ended December 31, 2001 as a
result of a decrease in  professional  fees and travel expenses which was offset
by an increase in consulting fees.

LIQUIDITY AND CAPITAL RESOURCES

For the period from  inception  (January 14,  2000) to December  31,  2002,  the
Company has raised $88,246 from sales of its equity securities. Funds from these
financings have been used to pay for the organizational and development expenses
of the Company to date. At December 31, 2002,  the Company had cash and accounts
receivables of $1,715.

While the Company has raised  capital to meet its working  capital and financing
needs in the past,  additional  financing  is required in order to fully  launch
operations.  The Company is seeking  financing in the form of equity in order to
provide the necessary working capital.  The Company currently has no commitments
for financing. There are no assurances the Company will be successful in raising
the funds required.

The Company believes that its existing  capital  resources will be sufficient to
fund its current level of operating  activities,  capital expenditures and other
obligations  through the next three  months.  However,  if during that period or
thereafter,  the Company is not  successful in generating  sufficient  liquidity
from operations or in raising sufficient capital resources,  on terms acceptable
to the  Company,  this  could have a material  adverse  effect on the  Company's
business, results of operations, liquidity and financial condition.

CASH REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS

In order to establish the Company's  business plan of creating a vertical  trade
portal,  the  Company  needs to raise  capital of  $500,000  through the sale of
equity  securities  via a  private  placement.  The  Company  expects  to budget
$100,000 for development of its website (including $50,000 for content materials
and  licenses),  $30,000  for the  payment  of one  marketing  manager to handle
advertising  and  sponsor  revenues,  $20,000  for one office  staff  assistant,
$100,000 for purchase of computers  and fixed assets,  $200,000 for  advertising
and $50,000 for rent and other operating expenses.

There are no current plans for additional product research and development.  The
Company  plans to  purchase  approximately  $150,000  in  furniture,  computers,
software,   Internet  content  materials  and  related  licenses.   The  Company
anticipates an increase to two employees during the next twelve months.

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The  Company is unable to predict  when it may launch  intended  operations,  or
failing  to do so,  when  and if it  may  elect  to  participate  in a  business
acquisition opportunity. The reason for this uncertainty arises from its limited
resources and competitive  disadvantage to other public or semi-public  issuers.
Notwithstanding  the  conditions,  the  Company  expects  to  develop  a capital
formation  strategy  and launch  operations  during the next  twelve to eighteen
months.


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<PAGE>


In the event that the Company's  business  might fail,  the Company may seek out
other possible business  acquisitions to increase shareholder value although the
Company is not  currently  searching  for  acquisitions.  Should  the  Company's
business  fail,  management  does  not  believe  the  Company  would  be able to
effectively,  under current laws and regulations,  attract capital, and would be
required to seek such an acquisition to achieve profitability for shareholders.

ITEM 7. FINANCIAL STATEMENTS

The Company's  consolidated  financial statements and the independent  auditors'
report  appear  beginning on page F-1 of this Report and are  incorporated  into
this Item 7 by reference.

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

      On  June  1,  2004,  the  Company  was  notified  by  N.I.   Cameron  Inc.
("Cameron"),  its  independent  public  accountants,  that it was  resigning  as
independent  public  accountant  for the Company,  effective as of that date. On
June 16,  2004,  the Company  engaged  Manning  Elliott,  Chartered  Accountants
("Manning"),  as its principal independent  accountant.  This decision to engage
Manning was taken upon the  unanimous  approval of the Board of Directors of the
Company.

      During the two fiscal years ended December 31, 2001 and December 31, 2000,
and through June 1, 2004,  (i) there were no  disagreements  between the Company
and  Cameron on any matter of  accounting  principles  or  practices,  financial
statement  disclosure or auditing scope or procedure  which,  if not resolved to
the  satisfaction  of Cameron would have caused Cameron to make reference to the
matter in its reports on the Company's financial statements,  and (ii) Cameron's
report on the Company's  financial  statements did not contain any other adverse
opinion,  disclaimer of opinion,  or modification or  qualification  of opinion;
provided,  however,  Cameron  did not  account,  review or audit  the  Company's
financial  statement  for  December  31, 2003 and 2002 or through  June 1, 2004.
During  the last two most  recent  fiscal  years  ended  December  31,  2003 and
December 31, 2002 and through June 1, 2004,  there were no reportable  events as
the term described in Item 304(a)(1)(iv) of Regulation S-B;  provided,  however,
Cameron did not account,  review or audit the Company's  financial statement for
December 31, 2003 and 2002 or through June 1, 2004.

      During the two most  recent  fiscal  years and through  June 1, 2004,  the
Company has not consulted with Manning regarding either:

      1.    the   application   of   accounting   principles  to  any  specified
            transaction,  either  completed  or  proposed,  or the type of audit
            opinion   that  might  be  rendered  on  the   Company's   financial
            statements, and neither a written report was provided to the Company
            nor oral advice was provided that Manning concluded was an important
            factor considered by the Registrant in reaching a decision as to the
            accounting, auditing or financial reporting issue; or


                                       11
<PAGE>


      2.    any matter  that was either  subject of  disagreement  or event,  as
            defined in Item  304(a)(1)(iv)(A)  of Regulation S-B and the related
            instruction to Item 304 of Regulation S-B, or a reportable event, as
            that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.

      Cameron has furnish the Company with a letter  addressed to the Securities
and Exchange Commission stating that it agrees with the above statements.

ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

As of December 31, 2002, we carried out an evaluation  of the  effectiveness  of
the design and operation of its disclosure  controls and procedures  pursuant to
Exchange Act Rule 13a-14.  This  evaluation was done under the  supervision  and
with the  participation of our Principal  Executive Officer and Acting Principal
Financial  Officer.  Based  upon  that  evaluation,   they  concluded  that  our
disclosure  controls and  procedures  are effective in gathering,  analyzing and
disclosing  information  needed to satisfy our disclosure  obligations under the
Exchange Act.

Changes in internal controls

There were no significant  changes in our internal  controls or in other factors
that could significantly  affect those controls since the most recent evaluation
of such controls.


                                       12
<PAGE>


PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

The  following  table sets forth the names,  age,  and  position  of each of our
directors and executive officers.


  NAME                  AGE      POSITION
  ----                  ---      --------
  Steven Bruk           38       President, Secretary, Principal
                                 Accounting/Financial Officer and Director


The Company's executive officers are appointed by, and serve at the pleasure of,
the board of directors. There are no family relationships among our directors or
executive  officers.  Our  directors  are elected to serve until the next annual
meeting of stockholders or until their successors are elected and qualified.

BIOGRAPHICAL INFORMATION

Set forth below is  biographical  information  for the Company's  sole executive
officer and director.

Steven J. Bruk has been an officer and  director of the  Company  since  January
2000.  Since October 1998 Mr. Bruk has been  providing  technology and marketing
consulting services to a number of businesses, including Eduverse.com, a company
engaged in developing  and  marketing  software  programs to assist  non-English
speaking  students in learning  spoken  English.  From September 1996 to October
1998, Mr. Bruk was a commercial realtor with Royal Lepage Commercial,  Inc. From
September 1993 to September 1996, Mr. Bruk founded and operated  Silverado Stone
Inc., an importer and value-added  manufacturer of marble, granite and limestone
products.  Mr.  Bruk holds a  Bachelor's  degree  from  Bishop's  University  in
Lennoxville, Quebec.

CODE OF ETHICS

The Company has adopted its Code of Ethics and  Business  Conduct for  Officers,
Directors  and  Employees  that applies to all of the  officers,  directors  and
employees of the Company.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,  and the
regulations of the Securities and Exchange  Commission  promulgated  thereunder,
require our directors, executive officers and persons who own more than 10% of a
registered  class of our equity  securities  to file  reports of  ownership  and
changes in ownership with the Securities and Exchange Commission, and provide us


                                       13
<PAGE>


with  copies of such  reports.  Based  solely  on a review of the  copies of the
reports  furnished  to us,  or  written  representations  that no  reports  were
required  to be filed,  the Company  believes  that during the fiscal year ended
December  31, 2002 all  Section  16(a)  filing  requirements  applicable  to our
directors, officers, and greater than 10% beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

      The following table sets forth all  compensation  awarded,  earned or paid
for services  rendered in all capacities to us during fiscal years 2001 and 2002
to:

      o     Each person who served as our chief  executive  officer during 2002;
            and

      o     Our other executive  officers whose total annual salary and bonus in
            2003 exceeded $100,000.

<TABLE>
<CAPTION>
                                   SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------------------
                                                 ANNUAL COMPENSATION                  LONG TERM COMPENSATION
                                                                                 SECURITIES           ALL OTHER
                                                                                 UNDERLYING        COMPENSATION ($)
NAME AND PRINCIPAL POSITION      YEAR          SALARY ($)      BONUS ($)        OPTIONS (#S)             (1)
---------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>            <C>              <C>                 <C>
Steven Bruk, President,          2002             ---             ---               ---                 5,094
Secretary, Principal             2001             ---             ---               ---                 3,264
Accounting/Financial             2000             ---             ---               ---                 8,099
Officer and Director
---------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)   Represents  consulting  fees paid to the Company's sole executive  officer
      and director.

DIRECTOR COMPENSATION

The Company does not currently  compensate  its directors for their  services as
directors.  Directors are reimbursed for their reasonable out-of-pocket expenses
incurred with attending board or committee meetings.

EMPLOYMENT AGREEMENTS

There are no employment contracts, compensatory plans or arrangements, including
payments to be received from the Company,  with respect to any executive officer
of the  Company  which  would in any way result in  payments  to any such person
because of his or her resignation, retirement or other termination of employment
with the Company or any subsidiary,  any change in control of the Company,  or a
change in the  person's  responsibilities  following  a change in control of the
Company.


                                       14
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table presents information about the beneficial ownership of
our common stock, as of August 9, 2004, by:

      o     each   person  or  entity  who  is  known  by  the  Company  to  own
            beneficially  more than 5% of the outstanding  shares of the Company
            common stock;

      o     each of the Company's directors;

      o     each of the Company's named executive officers;

      o     each of the  persons  who served as the  Company's  chief  executive
            officer during our fiscal year ended December 31, 2002; and

      o     all directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to  securities,  subject to community  property  laws,  where
applicable.  Shares of the  Company's  common stock  subject to options or other
convertible   securities  that  are  presently  exercisable  or  convertible  or
exercisable  or  convertible  within 60 days of August 9, 2004 are  deemed to be
outstanding  and  beneficially  owned by the holder for the purpose of computing
shares  and  percentage  ownership  of  that  holder,  but are  not  treated  as
outstanding  for the purpose of computing the percentage  ownership of any other
person. The percentage of beneficial  ownership is based on 10,312,100 shares of
common stock outstanding as of August 9, 2004


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                          NAME AND ADDRESS                                 NUMBER OF SHARES        PERCENTAGE OF SHARES
                        OF BENEFICIAL OWNER                               BENEFICIALLY OWNED           OUTSTANDING
------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                      <C>
Steven Bruk(1)                                                                  9,534,167                  92.5%
1145 West 7th Avenue
Vancouver, BC  V6H 1B5

All directors and executive officers as a group (1 person)                      9,534,167                  92.5%
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The sole director and executive officer of the Company

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the year ended  December 31, 2002 and 2001,  the Company paid  consulting
fees of $5,094 and $3,264, respectively, to the Company's sole executive officer
and  director.  In addition,  the Company  received  donated  overhead  from the
Company's  sole  executive  officer and director for the year ended December 31,
2002.


                                       15
<PAGE>


The Company  borrowed $4,206 from a minority  shareholder  during the year ended
December 31, 2002.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

      3.1   Articles of Incorporation of the Company (1)

      3.2   By-laws of the Company (1)

(1)  Incorporated  by  reference to the same  exhibit  filed with the  Company's
registration statement on Form 10-SB.


      (b)   Reports on Form 8-K

      None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

--------------------------------------------------------------------------------
      1            2            3            4            5
--------------------------------------------------------------------------------
FISCAL YEAR                AUDIT-RELATED  TAX FEES     ALL OTHER
ENDING        AUDIT FEES   FEES                          FEES
--------------------------------------------------------------------------------

YEAR ENDED
DECEMBER 31,
2002            $3,000       --             --           --
--------------------------------------------------------------------------------
YEAR ENDED
DECEMBER 31,
2001            $5,273       --             --           --
--------------------------------------------------------------------------------


The following is a description of all services rendered:

AUDIT FEES - fees billed for  services  rendered by the auditor for the audit of
the  annual  financial   statements  and  review  of  the  quarterly   financial
statements.

AUDIT-RELATED  FEES - fees  billed for  assurance  and  related  services by the
auditor that are reasonably related to the performance of the audit or review of
the company's financial statements and are not reported under Audit Fees.


                                       16
<PAGE>


TAX FEES - fees billed for services  rendered by the auditor for tax compliance,
tax advice, and tax planning.

ALL OTHER FEES - fees billed for products and services  provided by the auditor,
other than the above services.

The Company does not have an audit  committee.  The Company's board of directors
pre-approves all auditing services and non-audit  services not prohibited by law
to  be  performed  by  the  Company's  independent  auditors.   The  board  also
pre-approves  all associated  fees,  except for de minimus amounts for non-audit
services,  which are approved by the audit  committee prior to the completion of
the audit.

SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



Date: August 25, 2004             SLABSDIRECT.COM, INC.

                                  By: /s/ Steven Bruk
                                      ------------------------------------------
                                      Steven Bruk
                                      President, Secretary, Treasurer, Principal
                                      Accounting/Financial Officer and Director


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


Date: August 25, 2004             By: /s/ Steven Bruk
                                      ------------------------------------------
                                      Steven Bruk
                                      President, Secretary, Treasurer, Principal
                                      Accounting/Financial Officer and Director


                                       17
<PAGE>


Slabsdirect.com, Inc.
(A Development Stage Company)


                                                                        Index

Independent Auditor's Report..............................................F-1

Consolidated Balance Sheets...............................................F-2

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

Consolidated Statements of Cash Flows.....................................F-4

Consolidated Statement of Stockholders' Equity............................F-5

Notes to the Consolidated Financial Statements............................F-6

<PAGE>


              [LETTERHEAD OF MANNING ELLIOTT CHARTERED ACCOUNTANTS]


                          Independent Auditor's Report

To the Stockholders and Directors
of Slabsdirect.com, Inc.
(A Development Stage Company)

We have audited the accompanying  consolidated balance sheet of Slabsdirect.com,
Inc. (A  Development  Stage  Company) as of December 31,  2002,  and the related
consolidated  statement of operations,  cash flows and stockholders'  equity for
the  year  then  ended.   These  consolidated   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these  consolidated  financial  statements  based on our  audit.  The
accompanying consolidated balance sheet of Slabsdirect.com,  Inc. as of December
31, 2001, and the related consolidated statements of operations,  cash flows and
stockholders'  equity  accumulated for the period from January 14, 2000 (Date of
Inception)  to December  31, 2001 and the year ended  December  31,  2001,  were
audited by other auditors.  Those auditors  expressed an unqualified  opinion on
those consolidated  financial  statements and included an explanatory  paragraph
describing the  substantial  doubt about the Company's  ability to continue as a
going concern in their report dated February 21, 2002.

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

In our opinion, the aforementioned consolidated financial statements referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Slabsdirect.com, Inc. as of December 31, 2002, and the results of its operations
and its  cash  flows  for the year  then  ended in  conformity  with  accounting
principles generally accepted in the United States.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
consolidated  financial  statements,  the  Company has not  obtained  profitable
operations  since  inception  and will  need  additional  financing  to  sustain
operations. These factors raise substantial doubt about the Company's ability to
continue as a going concern.  Management's  plans in regard to these matters are
also discussed in Note 1. The consolidated  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ "Manning Elliott"

CHARTERED ACCOUNTANTS

Vancouver, Canada

July 7, 2004

                                      F-1

<PAGE>

Slabsdirect.com, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                               December 31,          December 31,
                                                                                   2002                 2001
                                                                                     $                   $
<S>                                                                            <C>                   <C>
Assets

Current Assets

Cash                                                                                  1,269              12,828
Accounts receivable                                                                     446              10,124
Prepaid expenses                                                                          -               3,000
--------------------------------------------------------------------------------------------------------------------

Total Assets                                                                          1,715              25,952
--------------------------------------------------------------------------------------------------------------------


Liabilities and Stockholders' Equity (Deficit)

Current Liabilities

Accounts payable                                                                      8,162               8,601
Accrued liabilities (Note 4)                                                          7,000                   -
Note payable to related party (Note 3(c))                                             4,206                   -
--------------------------------------------------------------------------------------------------------------------

Total Liabilities                                                                    19,368               8,601
--------------------------------------------------------------------------------------------------------------------

Contingency (Note 1)

Stockholders' Equity (Deficit)

Preferred Stock, 5,000,000 preferred shares authorized with a par value of
$0.0001, none issued                                                                      -                   -

Common Stock, 30,000,000 common shares authorized with a par value of
$0.0001, 10,312,100 issued and outstanding                                            1,031               1,031

Additional Paid in Capital                                                           87,215              87,215

Donated Capital (Note 3(b))                                                           3,000                   -
--------------------------------------------------------------------------------------------------------------------
                                                                                     91,246              88,246

Deficit Accumulated During the Development Stage                                   (108,899)            (70,895)
--------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity (Deficit)                                                (17,653)             17,351
--------------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity (Deficit)                                  1,715              25,952
--------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-2

    (The accompanying notes are an integral part of the financial statements)

<PAGE>


Slabsdirect.com, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(expressed in U.S. dollars)


<TABLE>
<CAPTION>
                                                                                                         Accumulated
                                                                                                            From
                                                                Year                  Year            January 14, 2000
                                                                Ended                 Ended          (Date of Inception)
                                                            December 31,          December 31,         to December 31,
                                                                2002                  2001                  2002
                                                                  $                     $                     $
<S>                                                         <C>                  <C>                <C>
Revenue                                                                -                    -                      -
---------------------------------------------------------------------------------------------------------------------------

Expenses

Development costs                                                    157                3,046                  5,241
Consulting (Note 3(a))                                            17,094                3,264                 33,457
Office and miscellaneous                                           1,831                4,357                 13,582
Professional fees                                                 15,922               24,360                 49,746
Donated Rent (Note 3(b))                                           3,000                    -                  3,000
Travel                                                                 -                3,873                  3,873
---------------------------------------------------------------------------------------------------------------------------

                                                                  38,004               38,900                108,899
---------------------------------------------------------------------------------------------------------------------------

Net Loss for the Year                                            (38,004)             (38,900)              (108,899)
---------------------------------------------------------------------------------------------------------------------------

Net Loss Per Share - Basic and Diluted                                 -                 -
---------------------------------------------------------------------------------------------------------------------------

Weighted Average Shares Outstanding                           10,312,100           10,237,613
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-3

    (The accompanying notes are an integral part of the financial statements)

<PAGE>


Slabsdirect.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                                                               Accumulated From
                                                                      Year                  Year               January 14, 2000
                                                                      Ended                 Ended            (Date of Inception)
                                                                  December 31,          December 31,           to December 31,
                                                                      2002                  2001                     2002
                                                                        $                     $                       $
<S>                                                            <C>                      <C>                  <C>
Cash Flows to Operating Activities

Net loss for the period                                                 (38,004)             (38,900)                (108,899)

Adjustments to reconcile net loss to cash
    Donated Rent                                                          3,000                    -                    3,000

Change in non-cash working capital items

Decrease in prepaid expenses                                              3,000                    -                        -
Decrease (increase) in accounts receivable                                9,678               (9,761)                    (446)
Increase in accounts payable and accrued liabilities                      6,561                3,164                   15,162
-----------------------------------------------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities                                   (15,765)             (45,497)                 (91,183)
-----------------------------------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities

Repayment of related party advances                                           -               (5,000)                       -
Issuance of common stock                                                      -               62,500                   88,246
Proceeds from related party note payable                                  4,206                    -                    4,206
-----------------------------------------------------------------------------------------------------------------------------------

Net Cash Provided by Financing Activities                                 4,206               57,500                   92,452
-----------------------------------------------------------------------------------------------------------------------------------

(Decrease) increase in cash                                             (11,559)              12,003                    1,269

Cash - beginning of period                                               12,828                  825                        -
-----------------------------------------------------------------------------------------------------------------------------------

Cash - end of period                                                      1,269               12,828                    1,269
-----------------------------------------------------------------------------------------------------------------------------------

Supplemental Disclosures

Interest paid                                                                 -                    -                        -
Income tax paid                                                               -                    -                        -
</TABLE>


                                      F-4
<PAGE>


Slabsdirect.com, Inc.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
From January 14, 2000 (Date of Inception) to December 31, 2002
(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                                                     Deficit
                                                                                                   Accumulated
                                                                    Additional                     During the
                                                                     Paid-in         Donated       Development
                                         Shares        Amount        Capital         Capital          Stage            Total
                                            #             $             $               $               $                $
---------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>           <C>             <C>            <C>               <C>
Balance - January 14, 2000 (Date of
Inception)                                      -            -            -               -                   -            -

Stock issued for cash                   9,999,600        1,000       24,746               -                   -       25,746

Net loss for the period                         -            -            -               -             (31,995)     (31,995)
---------------------------------------------------------------------------------------------------------------------------------

Balance - December 31, 2000             9,999,600        1,000       24,746               -             (31,995)      (6,249)

Stock issued for cash                     312,500           31       62,469               -                   -       62,500

Net loss for the year                           -            -            -               -             (38,900)     (38,900)
---------------------------------------------------------------------------------------------------------------------------------

Balance - December 31, 2001            10,312,100        1,031       87,215               -             (70,895)      17,351

Value of rent donated by a related
party                                           -            -            -           3,000                   -        3,000

Net loss for the year                           -            -            -               -             (38,004)     (38,004)
---------------------------------------------------------------------------------------------------------------------------------

Balance - December 31, 2002            10,312,100        1,031       87,215           3,000            (108,899)     (17,653)
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-5

<PAGE>


Slabsdirect.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements

For the Period From January 14, 2000 (Date of Inception) to December 31, 2002
(expressed in U.S. dollars)


1.    Development Stage Company

      Slabsdirect.com, Inc. (the "Company") was incorporated in Delaware, U.S.A.
      on January 14, 2000.

      The Company is a  development  stage  company as defined by  Statement  of
      Financial  Accounting  Standards  ("SFAS")  No.  7 and its  purpose  is to
      establish a vertical  trade portal on the  Internet for the natural  stone
      industry. The Company intends to provide a platform for users to research,
      source, contact and purchase natural stone products and services.

      These  financial  statements  include the  accounts of the Company and its
      wholly-owned Canadian subsidiary  Slabsdirect.com  Online (B.C.) Ltd. (the
      "Subsidiary").  The Subsidiary was incorporated in the Province of British
      Columbia, Canada on January 25, 2000.

      The  accompanying  consolidated  financial  statements have been presented
      assuming the Company  will  continue as a going  concern.  At December 31,
      2002,  the  Company  had a working  capital  deficit  of  $17,653  and has
      accumulated  $108,899 in losses and had no revenue  producing  operations.
      The  ability of the  Company  to emerge  from the  development  stage with
      respect to any planned  principal  business activity is dependent upon its
      successful  efforts to raise  additional  equity  financing  and/or obtain
      profitable operations. There is no guarantee that the Company will be able
      to  raise  any  equity  or debt  financing.  There  is  substantial  doubt
      regarding the Company's ability to continue as a going concern.

      The Company  plans to raise  additional  funds  through debt and/or equity
      financing.  Operating  expenses for the next twelve months are expected to
      remain relatively consistent with the current year.

2.    Summary of Significant Accounting Policies

      (a)   Use of Estimates

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

      (b)   Consolidated Financial Statements

            These financial  statements include the accounts of Slabsdirect.com,
            Inc. and its wholly-owned Canadian subsidiary Slabsdirect.com Online
            (B.C.)  Ltd.  All  inter-company   balances/transactions  have  been
            eliminated.

      (c)   Year End

            The Company's fiscal year end is December 31.

      (d)   Cash and Cash Equivalents

            The Company considers all highly liquid  instruments with a maturity
            of  three  months  or  less  at the  time  of  issuance  to be  cash
            equivalents.

      (e)   Foreign Currency Translation

            The Company's functional and reporting currency is the United States
            dollar.   The  financial   statements  of  the  Company's   Canadian
            subsidiary are  translated  into United States dollars in accordance
            with SFAS No. 52 "Foreign Currency Translation".  Revenue,  expenses
            and non-monetary  balance sheet items are translated into US dollars
            at  the  rate  of  exchange  prevailing  on the  transaction  dates.
            Monetary  balance sheet items are translated at the rate  prevailing
            at the balance sheet date.  The  resulting  exchange gain or loss is
            charged to operations.

                                      F-6

<PAGE>



2.    Summary of Significant Accounting Policies (continued)

      (f)   Revenue Recognition

            The Company  recognizes  revenue in accordance  with  Securities and
            Exchange  Commission Staff Accounting  Bulletin No. 101 ("SAB 101"),
            "Revenue Recognition in Financial Statements." Revenue is recognized
            only when the price is fixed or determinable, persuasive evidence of
            an arrangement exists, the service is performed,  and collectibility
            is reasonably assured.

      (g)   Basic and Diluted Net Income (Loss) Per Share

            The Company  computes net income (loss) per share in accordance with
            SFAS No. 128,  "Earnings  per Share"  (SFAS 128).  SFAS 128 requires
            presentation  of both basic and diluted  earnings per share (EPS) on
            the face of the income statement.  Basic EPS is computed by dividing
            net income (loss)  available to common  shareholders  (numerator) by
            the  weighted  average  number of shares  outstanding  (denominator)
            during  the  period.  Diluted  EPS  gives  effect  to  all  dilutive
            potential  common  shares  outstanding  during the period  including
            stock  options,  using the treasury  stock method,  and  convertible
            preferred stock, using the if-converted method. In computing Diluted
            EPS, the average  stock price for the period is used in  determining
            the number of shares  assumed to be  purchased  from the exercise of
            stock  options  or  warrants.  Diluted  EPS  excludes  all  dilutive
            potential shares if their effect is anti dilutive.

      (h)   Financial Instruments

            The fair  values of the  Company's  cash and  equivalents,  accounts
            receivable,  accounts payable, accrued liabilities, and note payable
            were  estimated  to  approximate  their  carrying  values due to the
            immediate or short-term maturity of these financial instruments. The
            Company operations are in Canada which results in exposure to market
            risks from changes in foreign  currency rates. The financial risk is
            the risk to the Company's operations that arise from fluctuations in
            foreign  exchange rates and the degree of volatility of these rates.
            Currently, the Company does not use derivative instruments to reduce
            its exposure to foreign currency risk.

      (i)   Comprehensive Loss

            SFAS  No.  130,  "Reporting   Comprehensive   Income",   establishes
            standards for the reporting  and display of  comprehensive  loss and
            its components in the financial statements.  As at December 31, 2002
            the  Company  has no items  that  represent  comprehensive  loss and
            therefore has not included a schedule of  comprehensive  loss in the
            financial statements.

      (j)   Recent Accounting Pronouncements

            In December  2002,  the FASB issued  SFAS No. 148,  "Accounting  for
            Stock-Based  Compensation - Transition and Disclosure," which amends
            SFAS No. 123 to provide  alternative  methods  of  transition  for a
            voluntary  change to the fair value based method of  accounting  for
            stock-based employee compensation. In addition, SFAS No. 148 expands
            the  disclosure  requirements  of  SFAS  No.  123  to  require  more
            prominent   disclosures   in  both  annual  and  interim   financial
            statements  about the method of accounting for stock-based  employee
            compensation and the effect of the method used on reported  results.
            The  transition  provisions of SFAS No. 148 are effective for fiscal
            years ended after December 15, 2002.  The  transition  provisions do
            not currently have an impact on the Company's consolidated financial
            position and results of operations as the Company has no stock-based
            employee compensation. The disclosure provisions of SFAS No. 148 are
            effective for financial  statements  for interim  periods  beginning
            after  December  15,  2002.  The Company  will adopt the  disclosure
            requirements of SFAS No. 148 if stock-based  compensation is awarded
            to employees.

                                      F-7

<PAGE>



2.    Summary of Significant Accounting Policies (continued)

      (j)   Recent Accounting Pronouncements (continued)

            In June,  2002,  FASB  issued SFAS No.  146,  "Accounting  for Costs
            Associated with Exit or Disposal Activities". The provisions of this
            Statement  are effective  for exit or disposal  activities  that are
            initiated   after   December  31,  2002,   with  early   application
            encouraged.   This  Statement  addresses  financial  accounting  and
            reporting for costs associated with exit or disposal  activities and
            nullifies   Emerging  Issues  Task  Force  (EITF)  Issue  No.  94-3,
            "Liability Recognition for Certain Employee Termination Benefits and
            Other Costs to Exit an Activity (including Certain Costs Incurred in
            a  Restructuring)".  This Statement  requires that a liability for a
            cost associated with an exit or disposal activity be recognized when
            the  liability is  incurred.  The Company will adopt SFAS No. 146 on
            January 1, 2003.  The effect of  adoption  of this  standard  on the
            Company's  results  of  operations  and  financial  position  is not
            expected to be material.

            FASB has also  issued  SFAS No. 145 and 147 but they do not have any
            relationship   to  the   operations  of  the  Company   therefore  a
            description  of each and their  respective  impact on the  Company's
            operations have not been disclosed.

3.    Related Party Transactions

      (a)   During the year, the Company paid  consulting fees of $5,094 (2001 -
            $3,264) and office  expenses of Nil (2001 - $645) to a director  and
            stockholder of the Company.

      (b)   The Company  received  donated  overhead  from the  President of the
            Company  valued  at $250 per  month  or  $3,000  for the year  ended
            December 31, 2002.

      (c)   The Company  borrowed  $4,206 from a minority  shareholder  which is
            unsecured, non-interest bearing and payable on demand.

4.    Accrued Liabilities

      Accrued liabilities relate to professional fees incurred during the year.

5.    Income Tax

      Potential benefits of income tax losses are not recognized in the accounts
      until  realization  is more  likely  than not.  The  Company  has  adopted
      Statement of Financial Accounting Standards No. 109 ("SFAS 109") as of its
      inception.  The Company has net operating losses carried forward totalling
      $72,000 for US tax purposes  and $34,000 for  Canadian tax purposes  which
      expire starting in 2020 and 2007,  respectively.  Pursuant to SFAS 109 the
      Company is required to compute tax asset benefits for net operating losses
      carried forward.  Potential  benefit of net operating losses have not been
      recognized in these  financial  statements  because the Company  cannot be
      assured  it is more  likely  than not it will  utilize  the net  operating
      losses carried forward in future years.


                                      F-8

<PAGE>



5.    Income Tax (continued)

      The  components  of the net  deferred  tax asset at December  31, 2002 and
      2001,  and the statutory tax rate,  the effective tax rate and the elected
      amount of the valuation allowance are scheduled below:


                                              2002                 2001
                                               $                    $

Net Operating Loss                           35,004               38,900

Statutory Tax Rate                            34%                  34%

Effective Tax Rate                             -                    -

Deferred Tax Asset                           11,901               13,226

Valuation Allowance                         (11,901)             (13,226)
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Net Deferred Tax Asset                         -                    -
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                                      F-9