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**UNITED STATESSECURITIES 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 August 31, 2002

** ̈******TRANSITION
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the transition period from __________ to __________

Commission File No. 000-50103

24 HOUR AUCTION INC.
  (Name of Small Business Issuer in its Charter)

|Delaware                                | 71-911780705                        
|--------------------------------------- | ------------------------------------
|(State or other jurisdiction of         | (I.R.S. Employer Identification No.)
|incorporation or organization)          |                                     
|                                        |                                     
|**2009 CRON ST**                        |                                     
|**BELLINGHAM WA**                       | 98225                               
|(Address of principal executive office) | (Zip Code)                          

(360) 647-3170
  (Issuer's telephone number)

None 
  (Former Name or Former Address, if changed since last Report)

Check whether the issuer (1) 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 issuer was required
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days ** ̈******Yes** ̈******No

State the number of shares outstanding of each of the issuer's
  classes of common stock, as of the latest practicable date:11,980,000 shares of common stock outstanding as ofAugust 31,
  2002

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24 HOUR AUCTION, INC.(A Development Stage Company)

FINANCIAL STATEMENTS

AUGUST 31, 2002 AND 2001(Stated in U.S. Dollars)



F-1

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AUDITORS' REPORT

To the Shareholders and Directors
  24 Hour Auction, Inc. 
  (A Development Stage Company)

We have audited the balance sheets of 24 Hour Auction, Inc.
  (a development stage company) as at August 31, 2002 and 2001, and the statements
  of operations and deficit accumulated during the development stage, cash flows,
  and stockholders' equity for the years then ended. These financial statements
  are the responsibility of the Company's management. Our responsibility is to
  express an opinion on these financial statements based on our audits.

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

In our opinion, these financial statements present fairly,
  in all material respects, the financial position of the Company as at August
  31, 2002 and 2001, and the results of its operations and cash flows for the
  years then ended in accordance with United States generally accepted accounting
  principles.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. The Company is in the development
  stage and will need additional working capital for its planned activity, which
  raises substantial doubt about its ability to continue as a going concern. Management's
  plans in regard to these matters are described in Note 2(l). These financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

|Vancouver, B.C. | "Morgan & Company"   
|--------------- | ---------------------
|June 22, 2004   | Chartered Accountants

|Tel: (604) 687-5841 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

F-2

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24 HOUR AUCTION, INC.(A Development Stage Company)

BALANCE SHEETS(Stated in U.S. Dollars)

|                                                               |   | AUGUST 31 |  
|-------------------------------------------------------------- | - | --------- | -
|                                                               |   | 2002      |  
|                                                               |   |           |  
|ASSETS                                                         |   |           |  
|                                                               |   |           |  
|Current                                                        |   |           |  
|Cash                                                           | $ | -         |  
|Prepaid expenses                                               |   | -         |  
|                                                               |   | -         |  
|                                                               |   |           |  
|Capital Assets, net                                            |   | 1,030     |  
|                                                               |   |           |  
|                                                               | $ | 1,030     |  
|                                                               |   |           |  
|LIABILITIES                                                    |   |           |  
|                                                               |   |           |  
|Current                                                        |   |           |  
|Accounts payable                                               | $ | 2,490     |  
|Related party payable                                          |   | 18,274    |  
|                                                               |   | 20,764    |  
|                                                               |   |           |  
|SHAREHOLDERS' EQUITY                                           |   |           |  
|                                                               |   |           |  
|Share Capital                                                  |   |           |  
|Authorized:                                                    |   |           |  
|80,000,000
      common shares, par value $0.0001 per share    |   |           |  
|20,000,000
      preferred shares, par value $0.0001 per share |   |           |  
|                                                               |   |           |  
|Issued and outstanding:                                        |   |           |  
|11,292,000
      common shares at August 31, 2002 and          |   |           |  
|10,980,000
      common shares at August 31, 2001              |   | 1,129     |  
|                                                               |   |           |  
|Add: Share subscriptions received
       312,000 common       |   |           |  
|shares
      at August 31, 2001                                |   | -         |  
|                                                               |   |           |  
|Additional paid-in capital                                     |   | 70,371    |  
|                                                               |   |           |  
|Deficit Accumulated During The Development Stage               |   | (91,234   | )
|                                                               |   | (19,734   | )
|                                                               | $ | 1,030     |  

F-3

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24 HOUR AUCTION, INC.(A Development Stage Company)

STATEMENTS OF OPERATIONS AND DEFICIT(Stated in U.S. Dollars)

|                               |   |             |   |   |            |   |   | INCEPTION    | 
|------------------------------ | - | ----------- | - | - | ---------- | - | - | ------------ | 
|                               |   |             |   |   |            |   |   | SEPTEMBER 21 | 
|                               |   | YEARS ENDED |   |   | 1999 TO    |  
|                               |   | AUGUST 31   |   |   | AUGUST 31  |  
|                               |   | 2002        |   |   | 2001       |   |   | 2002         | 
|                               |   |             |   |   |            |   |   |              | 
|Expenses                       |   |             |   |   |            |   |   |              | 
|Lease expense                  | $ | -           |   | $ | 250        |   | $ | 3,000        | 
|Filing and transfer agent fees |   | 4,631       |   |   | 603        |   |   | 6,761        | 
|Professional expenses          |   | 50,600      |   |   | 10,800     |   |   | 69,650       | 
|Organization expense           |   | -           |   |   | -          |   |   | 2,000        | 
|Website maintenance            |   | -           |   |   | 132        |   |   | 132          | 
|Depreciation                   |   | 1,302       |   |   | 1,299      |   |   | 3,477        | 
|General and administrative     |   | 4,625       |   |   | 1,509      |   |   | 6,135        | 
|Office supplies                |   | -           |   |   | -          |   |   | 79           | 
|                               |   |             |   |   |            |   |   |              | 
|Net Loss For The Year          | $ | 61,158      |   | $ | 14,593     |   | $ | 91,234       | 
|                               |   |             |   |   |            |   |   |              | 
|Net Loss Per Share             | $ | (0.01       | ) | $ | (0.01      | ) |   |              | 
|                               |   |             |   |   |            |   |   |              | 
|Weighted Average Number Of     |   |             |   |   |            |   |   |              | 
|Common Shares Outstanding      |   | 11,102,236  |   |   | 10,980,000 |   |   |              | 

F-4

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24 HOUR AUCTION, INC.(A Development Stage Company)

STATEMENTS OF CASH FLOWS(Stated in U.S. Dollars)

|                                         |   |             |   |   |           |   |   | INCEPTION    |  
|---------------------------------------- | - | ----------- | - | - | --------- | - | - | ------------ | -
|                                         |   |             |   |   |           |   |   | SEPTEMBER 21 |  
|                                         |   | YEARS ENDED |   |   | 1999 TO   |  
|                                         |   | AUGUST 31   |   |   | AUGUST 31 |  
|                                         |   | 2002        |   |   | 2001      |   |   | 2002         |  
|                                         |   |             |   |   |           |   |   |              |  
|Cash Flows From Operating Activities     |   |             |   |   |           |   |   |              |  
|Net loss for the year                    | $ | (61,158     | ) | $ | (14,593   | ) | $ | (91,234      | )
|                                         |   |             |   |   |           |   |   |              |  
|Adjustments To Reconcile Net Loss To Net |   |             |   |   |           |   |   |              |  
|Cash By Operating Activities             |   |             |   |   |           |   |   |              |  
|Depreciation                             |   | 1,302       |   |   | 1,299     |   |   | 3,477        |  
|Accounts payable                         |   | -           |   |   | 2,018     |   |   | 2,490        |  
|Related party payable                    |   | 15,274      |   |   | 250       |   |   | 18,274       |  
|Prepaid expenses                         |   | 5,000       |   |   | (5,000    | ) |   | -            |  
|                                         |   | (39,582     | ) |   | (16,026   | ) |   | (66,993      | )
|                                         |   |             |   |   |           |   |   |              |  
|Cash Flows From Financing Activities     |   |             |   |   |           |   |   |              |  
|Common stock issued                      |   | 52,000      |   |   | -         |   |   | 71,500       |  
|Increase in share subscriptions          |   | (52,000     | ) |   | 52,000    |   |   | -            |  
|                                         |   | -           |   |   | 52,000    |   |   | 71,500       |  
|                                         |   |             |   |   |           |   |   |              |  
|Cash Flows From Investing Activity       |   |             |   |   |           |   |   |              |  
|Purchase of capital assets               |   | -           |   |   | -         |   |   | (4,507       | )
|                                         |   |             |   |   |           |   |   |              |  
|Increase (Decrease) In Cash              |   | (39,582     | ) |   | 35,974    |   |   | -            |  
|                                         |   |             |   |   |           |   |   |              |  
|Cash, Beginning Of Year                  |   | -           |   |   | 3,608     |   |   | -            |  
|                                         |   |             |   |   |           |   |   |              |  
|Cash, End Of Year                        | $ | (39,582     | ) | $ | 39,582    |   | $ | -            |  

F-5

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24 HOUR AUCTION, INC.(A Development Stage Company)

STATEMENT OF STOCKHOLDER'S EQUITY

AUGUST 31, 2002Stated in U.S. Dollars)

|                                             |              |  |   |             |  |   |            |  |   | DEFICIT     |   |   |         |  
|-------------------------------------------- | ------------ |  | - | ----------- |  | - | ---------- |  | - | ----------- | - | - | ------- | -
|                                             | COMMON STOCK |  |   | ACCUMULATED |  |   |            | 
|                                             | NUMBER       |  |   |             |  |   | ADDITIONAL |  |   | DURING THE  |   |   |         |  
|                                             | OF           |  |   |             |  |   | PAID-IN    |  |   | DEVELOPMENT |   |   |         |  
|                                             | SHARES       |  |   | AMOUNT      |  |   | CAPITAL    |  |   | STAGE       |   |   | TOTAL   |  
|                                             |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Issuance of common shares September 29, 1999 | 10,980,000   |  | $ | 1,098       |  | $ | 18,402     |  | $ | -           |   | $ | 19,500  |  
|                                             |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Loss for the period                          | -            |  |   | -           |  |   | -          |  |   | (15,483     | ) |   | (15,483 | )
|                                             |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, August 31, 2000                     | 10,980,000   |  |   | 1,098       |  |   | 18,402     |  |   | (15,483     | ) |   | 4,017   |  
|                                             |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Common share subscriptions received          | 312,000      |  |   | 31          |  |   | 51,969     |  |   | -           |   |   | 52,000  |  
|                                             |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Loss for the period                          | -            |  |   | -           |  |   | -          |  |   | (14,593     | ) |   | (14,593 | )
|                                             |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, August 31, 2001                     | 11,292,000   |  |   | 1,129       |  |   | 70,371     |  |   | (30,076     | ) |   | 41,424  |  
|                                             |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Loss for the year                            | -            |  |   | -           |  |   | -          |  |   | (61,158     | ) |   | (61,158 | )
|                                             |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, August 31, 2002                     | 11,292,000   |  | $ | 1,129       |  | $ | 70,371     |  | $ | (91,234     | ) | $ | (19,734 | )

F-6

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24 HOUR AUCTION, INC.(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2002 AND 2001(Stated in U.S. Dollars)

|1. | ORGANIZATION AND DESCRIPTION OF BUSINESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | 24 Hour Auction, Inc. (herein after "the
        Company") was incorporated in September 1999, under the laws of the State
        of Delaware, primarily for the purpose of auctioning goods and services
        via the internet.                                                                                                                                                                                                                                                                                      
|  
|   | In November 1999, the Company established
        its website, Bidmonkey.com, which is expected to auction goods and services
        that are geographically targeted. 24 Hour Auction, Inc. is in the development
        stage and, at August 31, 2002, has not realized any revenues from planned
        operations.                                                                                                                                                                                                 
|  
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | This summary of significant accounting
        policies is presented to assist in understanding the Company's financial
        statements. The financial statements and notes are representations of
        the Company's management, which is responsible for their integrity and
        objectivity. These accounting policies conform to accounting principles
        generally accepted in the United States of America and have been consistently
        applied in the preparation of the financial statements.
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-7

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24 HOUR AUCTION, INC.(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2002 AND 2001(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|  
|   | d)                                        
|  
|   |                                           
|  
|   | e)                                        
|  
|   |                                           
|  
|   | f)                                        
|  
|   |                                           
|  
|   | g)                                        
|  
|   |                                           
|  
|   |                                           
|  
|   | h)                                        
|  
|   |                                           
|  
|   |                                           

F-8

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24 HOUR AUCTION, INC.(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2002 AND 2001(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|  
|   | i)                                        
|  
|   |                                           
|  
|   | j)                                        
|  
|   |                                           
|  
|   | k)                                        
|  
|   |                                           
|  
|   | l)                                        
|  
|   |                                           
|  
|   |                                           
|  
|   |                                           

F-9

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24 HOUR AUCTION, INC.(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2002 AND 2001(Stated in U.S. Dollars)

|3. | PROPERTY AND EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company has capitalized the costs to build its
        website and is depreciating those costs over three years using the straight-line
        method. In addition, the Company purchased computer equipment which will
        be depreciated over five years using the straight-line method. In the
        future, the Company will review those assets for impairment on a quarterly
        basis by comparing the estimated undiscounted future cash flows to their
        respective carrying amounts.
|  
|   | Depreciation expense for the year ended August 31,
        2002 was $1,302.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|4. | RELATED PARTY TRANSACTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | The Company is the lessor of office space and computers
        under an operating lease for $250 per month. The space and computers are
        leased from a related party. This lease expired in September 2000.                                                                                                                                                                                                                                                                                                
|  
|5. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | On April 22, 2002, the Company effected a three
        for one stock split of its common stock. All common share as per common
        share information in the accompanying financial statements and related
        notes have been restated to reflect the stock split.                                                                                                                                                                                                                                        

F-10

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Item 2.     Management's Discussion and Analysis
  or Plan of Operation

On August 31, 2002, The Company had an accumulated deficit of
  $ 91,234.

The Company continues to develop a word of mouth referral system along with
  other conventional marketing strategies.

Item 3.     Controls and Procedures

Disclosure Controls and Procedures. The Company's management,
  with the participation of the Company's Chief Executive Officer and Chief Financial
  Officer, has evaluated the effectiveness of the Company's disclosure controls
  and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
  the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of
  the end of the period covered by this report. Based on such evaluation, the
  Company's Chief Executive Officer and Chief Financial Officer have concluded
  that, as of the end of such period, the Company's disclosure controls and procedures
  are effective in recording, processing, summarizing and reporting, on a timely
  basis, information required to be disclosed by the Company in the reports that
  it files or submits under the Exchange Act.

Internal Control Over Financial Reporting. There have not
  been any changes in the Company's internal control over financial reporting
  (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
  Act) during the fiscal quarter to which this report relates that have materially
  affected, or are reasonably likely to materially affect, the Company's internal
  control over financial reporting.

PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

We are not involved in any lawsuits and are not aware of any
  pending litigation.

Item 2.     Changes in Securities
  and Use of Proceeds

None.

Item 6.     Exhibits

The following exhibits are provided with this Annual Report:

| | 31.1 | Certification of Chief Executive Officer and
      Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002                                                                       
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                  
| | 32.1 | Certification of Chief
        Executive Officer and Chief Financial Officer pursuant to pursuant to
        18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002

2

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SIGNATURES

In accordance with the Exchange Act, the registrant caused this report to
  be signed on its behalf by the undersigned, thereunto duly authorized.

|                          | **24 Hour Auction Inc.**
|------------------------- | ------------------------
|                          |                         
|Dated: September 17, 2004 | By:                     
|                          |                         
|                          |                         
|                          |                         

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