U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                  Form 10-KSB

     [X]  ANNUAL REPORT PURSUANT TO 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 000-30599

                          NEW-ERA TRADING GROUP, INC.
                 (Name of small business issuer in its charter)

                FLORIDA                                65-0093914
    (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)                 Identification No.)



              7511 N.W. FIRST COURT, PEMBROKE PINES, FLORIDA 33024
              (Address of principal executive offices) (Zip Code)

                 (954) 894-3696                (954) 894-3676
            Issuer's telephone number      Issuer's Facsimile number

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

Title of each class:  NONE

Name of each exchange on which registered:  NOT APPLICABLE

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

Title of class:  Common Stock, par value $.001 per share

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 and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]

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

State issuer's revenues for its most recent fiscal year. None

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 15,120,960 shares at December 31,
2002.

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DOCUMENTS INCORPORATED BY REFERENCE

The registrant has not incorporated any documents by reference.

NONE

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

                      FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, and is subject to the safe harbors
created by those sections. These forward- looking statements are subject to
significant risks and uncertainties, including information included under Parts
I and II of this annual report, which may cause actual results to differ
materially from those discussed in such forward-looking statements. The
forward-looking statements within this annual report are identified by words
such as "believes", "anticipates", "expects", "intends", "may", "will" and other
similar expressions regarding the Company's intent, belief and current
expectations. However, these words are not the exclusive means of identifying
such statements. In addition, any statements which refer to expectations,
projections or other characterizations of future events or circumstances and
statements made in the future tense are forward-looking statements. Readers are
cautioned that actual results may differ materially from those projected in the
forward looking statements as a result of various factors, many of which are
beyond the control of the Company. The Company undertakes no obligation to
publicly release the results of any revisions to these forward-looking
statements which may be made to reflect events or circumstances occurring
subsequent to the filing of this annual with the SEC. Readers are urged to
carefully review and consider the various disclosures made by the Company in
this annual report.

PART I

Item 1. Description of Business.

Business Development Since Inception

New-Era Trading Group, Inc., (the "Company") was incorporated in Florida in
December 1988, under the name "Gardner Marketing Services, Inc." Management
believes that from incorporation until 1992, the Company was essentially
dormant. In September 1992, the Company began an effort to develop an
import/export business. Initially, the Company imported a single consumer
product from Brazil. In March 1994, the founder of the Company and his wife sold
their entire stock interest in the Company to a third party and withdrew from
all involvement with the Company. In May 1994, the Company changed its name to
New-Era Trading Group, Inc. Subsequently, the Company added importation and
distribution of two additional Brazilian products (one of which it also sought


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to distribute in Europe) and terminated importation of its initial Brazilian
product. Being unable to establish an adequate market, quality control and gross
profit margins for these products, the Company terminated trade in the Brazilian
products and undertook the importation and distribution of a line of food
products from Ecuador. The Company was unable to raise sufficient additional
capital to support the marketing effort for the products or for any further
business activity and ceased all business operations in February 1998. In
connection with the cessation of business, the Company liquidated all of its
assets (primarily a limited amount of office furnishings and equipment). At the
present time the Company has returned to developmental and promotional stages.
The Company is now a "shell" company conducting no business operation, other
than its limited efforts to seek merger partners or acquisition candidates. The
Company does not have any employees or own any assets, other than its trademark,
which one of the Company's directors and former president expects to retain
personally in any Business Combination, in view of the expectation that the
trademark is unlikely to have any value to the business enterprise following any
merger or acquisition.

Planned Pursuit of a Business Combination

The Company plans to seek a merger, exchange of capital stock, asset acquisition
or other similar business combination (a "Business Combination") with an
operating or development stage business (the "Target Business") which desires to
employ the Company to become a reporting corporation under the Securities
Exchange Act of 1934, as amended, ("Exchange Act"). The Company has elected to
register it's common stock, $.01 value (the "Common Stock") pursuant to Section
12(g) of the Exchange Act on a voluntary basis in order to create a reporting
"shell" company. Following the filing of this annual report, the Company intends
to seek a securities broker-dealer to become a market maker for the Company's
Common Stock and to sponsor the quotation thereof on the OTC Bulletin Board
operated by the National Association of Securities Dealers, Inc. The Company
believes that being a fully reporting company under the Exchange Act and having
its Common Stock quoted on the OTC Bulletin Board, whether or not bid and asked
quotations are actually published from time to time, will make the Company more
attractive to a Target Business which is seeking a shell company with which to
merge or by which to be acquired. The sole cost to a Target Business of merging
with or being acquired by the Company, other than normal professional fees
related to the transaction and required filings with the Commission, will be an
obligation to pay off the Company's existing liabilities of approximately
$107,000. The Company's current directors and officers, who coincidentally
considered as a group are the Company's controlling stockholders at the date of
this annual report, do not expect to sell any Common Stock which they now own to
the Target Business or its affiliates in connection with a Business Combination.
The payment of the Company's accrued liabilities are expected to be the Target
Business' entire direct cost of entering into a Business Combination with the
Company.

Reasons the Company may be Attractive as a Shell Company

The Company believes that the amount required to pay off its liabilities
(approximately $107,000) is less than the typical price currently being charged
by others to acquire control of a "fully reporting shell company". The Company
believes that all liabilities, other than judgments listed under Item 3, below,
are older than the applicable statute of limitations on collection of debts. The
Company was not created from scratch to be a shell company. The Company has a
defined business history, audited financial statements and no contingent
liabilities or unknown liabilities. The Company has approximately 280


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stockholders of record and 15,020,960 shares of Common Stock outstanding, all of
which was issued between 1988 and 2000 to the founders, to subsequent management
and to investors in the Company's efforts to capitalize and establish itself as
a going concern. Of the issued and outstanding shares of Common Stock, 6,455,820
shares are owned by "affiliates" of the Company (directors, officers and persons
who own more than ten percent) and are therefore subject to public resale in
compliance with Rule 144 of the Securities Act of 1933, as amended (the
"Securities Act") for so long as the holders remain affiliates. Any persons who
acquires or agrees to acquire, otherwise in a public market transaction, shares
of the Company's Common Stock from these affiliates at a time they are
affiliates will purchase a "restricted security" which is subject to public
resale only in compliance with Rule 144. The Company's current affiliates do not
expect to sell any of their holdings in the Company to the affiliates of the
Target Business, since the stock held by the current affiliates is expected to
become part of the Company's "public float", after such persons cease to be the
Company's affiliates, and therefor facilitate development of a public trading
market for the Company's Common Stock. Sales by the Company's current affiliates
of all or part of their holdings in the Company to the affiliates of the Target
Business cannot be rule out altogether, because such future affiliates may
believe it is not necessary to have a public float of approximately one million
shares to develop a public trading market and may accordingly desire to purchase
some or all of the holdings of current affiliates. The Company's stockholders
other than its current affiliates will not be able to participate in any such
sales to affiliates of the Target Business.

Activities Designed to Locate a Target Business

The Company has not been actively seeking a Business Combination during the 2002
calendar year. At some point, the Company intends to seek business opportunities
for the purpose of effectuating a Business Combination with a Target Business
which management believes to possess significant growth and profit potential.
Immediately prior to or following the completion of Business Combination, the
Company intends to seek a market maker to sponsor the quotation of the Company's
common stock on the OTC Bulletin Board or to apply directly for listing of its
common stock for trading. The Company intends to seek opportunities
demonstrating the potential of long term growth as opposed to short term
earnings. The Company may effect a Business Combination with a Target Business
which may be financially unstable, in its early stages of development or growth
and involve a high degree of risk. The Company will not restrict its search to
any specific business, industry or geographical location, and the Company may
participate in a business venture of virtually any kind or nature. None of the
Company's present directors and officers expect to remain associated in any
operational, managerial or executive capacity with or as directors of the
Company following a Business Combination. Nor does present management of the
Company expect to be involved in management of or as an investor in the Target
Business before a Business Combination. Present management expects the
management of the Target Business will assume management of the Company
following the Business Combination. Presently, the Company has no plan,
proposal, agreement, understanding or arrangement and is not conducting any
discussions to acquire or merge with any specific business or company, and the
Company has not identified any specific business or company for investigation
and evaluation. Furthermore, the Company has no budget or funding set aside for
that purpose. Any investigation, discussion, negotiation and acquisition of a
Target Business, if any, will be paid for by the Company's present management.
Pursuant to resolution of the Company's board of directors, no Business
Combination may occur prior to the Company obtaining the requisite audited
financial statements required pursuant to Form 8-K (or its equivalent)
promulgated under the Exchange Act.

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The discussion of the proposed business under this caption and throughout this
annual report is purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter into a Business
Combination.

Special Considerations

As a shell company, the Company faces special risks inherent in the
investigation, acquisition or involvement in a business opportunity, whether it
is in the development stage or is an operating company with a purported history
of success. Especially in a Business Combination with a Target Company which is
in the development stage, the Company expects to face all of the unforeseen
costs, expenses, problems and difficulties generally experienced by such
companies. And, the Target Company may have a "going concern" qualification to
its audit report. The Company is dependent upon its directors and officers for
efforts to effectuate a Business Combination.

Due to the Company's financial condition, the Target Business is expected to be
primarily motivated by a desire to establish a public trading market for its
shares, while avoiding what it might deem to be the adverse consequences of
undertaking a public offering itself, such as difficulty in obtaining an
underwriter, time delays, uncertainty of success and significant expenses
incurred to comply with the Securities Act that regulates initial public
offerings. A Target Business might desire, among other reasons, to create a
public market for their shares in order to enhance liquidity for current
shareholders, to facilitate raising capital through the public or private sale
of additional securities or to have securities eligible for public trading with
which to acquire additional businesses or assets. The Company's present
management expects any Target Business to require additional funding, of which
there is no assurance.

At the date of this annual report, the Company's common stock is not quoted in
any public quotation medium (principally the "Pink Sheets" and the OTC Bulletin
Board) or traded in any public stock market (either NASDAQ or a securities
exchange). The Company's present management believes it is unlikely a public
trading market for the Company's Common Stock will develop until after a
Business Combination occurs, even if the Company obtains a sponsoring market
maker which is approved to publish quotations for the Common Stock on the OTC
Bulletin Board. There is no assurance that a viable public trading market for
the Company's Common Stock will ever develop either before or after a Business
Combination. Common Stock or other securities which the Company issues in
consideration for a Business Combination are expected to be issued in a
transaction not involving a public offering pursuant to an exemption from
registration under the Securities Act and therefore classified as a "restricted
security" subject to the limitations on resale, including a one year holding
period during which no public resales can be made without registration, imposed
by Rule 144 promulgated under the Securities Act. It is likely that those
persons receiving the restricted Common Stock will be affiliates (directors,
officers and principal stockholders) of the Target Business and of the Company
following the Business Combination; and, such securities owned by them will
continue to be subject to the limitations of Rule 144 as long as the holders
remain affiliates of the Company. Initially, only the approximately one million


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shares of Common Stock which the Company presently has issued and outstanding
will be available for resale in a public securities market, should one develop.
Any of those shares held by persons who continue to be after or become in
connection with the Business Combination affiliates of the Company will be
resalable only in compliance with the requirements of Rule 144. The Company does
not expect to provide to any stockholder with any right to register restricted
Common Stock under the Securities Act; but, any such registration would be
within the discretion of the Company's new management following a Business
Combination. See "Market for Common Equity and Related Stockholder Matters".

Unspecified Industry and Target Business

The Company is not limited to the type of business, the industry in which it
operates or the geographic location where it is located in its selection of a
Target Business. The Company's efforts in identifying a prospective Target
Business are expected to emphasize businesses primarily located in the United
States; however, the Company reserves the right to acquire a Target Business
located exclusively or primarily outside of the United States. In seeking a
Target Business, the Company will consider, without limitation, businesses which
(i) offer or provide services or develop, manufacture or distribute goods in the
United States or abroad, including, without limitation, in the following areas:
real estate, health care and health products, educational services,
environmental services, consumer-related products and services (including
amusement, entertainment and/or recreational services), personal care services,
voice and data information processing and transmission and related technology
development, or (ii) is engaged in wholesale or retail distribution. The Company
has not selected any particular industry, geographic area or market or any
Target Business on which to focus its Business Combination efforts. Accordingly,
the Company is only able to make general disclosures concerning the risks and
hazards of completing a Business Combination with a Target Business since there
is presently no current basis for the Company to evaluate the possible merits or
risks of the Target Business or the particular industry in which the Company may
ultimately operate. To the extent the Company effects a Business Combination
with a financially unstable company or an entity in its early stage of
development or growth (including entities without established records of sales
or earnings), the Company will become subject to numerous risks inherent in the
business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, to the extent that the Company effects a
Business Combination with a Target Business in an industry characterized by a
high level of risk, the Company will become subject to the currently
unascertainable risks of that industry. An extremely high level of risk
frequently characterizes certain industries which experience rapid growth,
changing or obsolescent technologies. Although present management will endeavor
to evaluate the merits and risks of the Target Business, there is no assurances
their evaluation will be complete or valid, or that current management is
qualified to make such evaluation.

Probable Lack of Business Diversification

The Company has no financial or other resources. While the Company may, under
certain circumstances, seek to effect a Business Combination with more than one
Target Business, as a result of its limited resources, the Company will, in all
likelihood, have the ability to effect only a single Business Combination while
it remains a shell company. Accordingly, the prospects for the Company's success
are expected to be entirely dependent upon the future performance of a single


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business. Unlike certain entities that have the resources to consummate several
Business Combinations or entities operating in multiple industries or multiple
segments of a single industry, it is highly likely that the Company will not
have the resources to diversify its operations or benefit from the possible
spreading of risks or offsetting of losses. The Company's probable lack of
diversification could subject the Company to numerous economic, competitive and
regulatory developments, any or all of which may have a material adverse impact
upon the particular industry in which the Company may operate after completing a
Business Combination. The prospects for the Company's success may be dependent
upon the development or market acceptance of a single or limited number of
products, processes or services. Accordingly, there is no assurance the Target
Business will prove to be commercially viable.

Limited Ability to Evaluate Target Business and Its Management

Although the Company intends to closely scrutinize the business and management
of a prospective Target Business in connection with evaluating the desirability
of effecting a Business Combination, there is no assurance the scrutiny and
resulting assessment of management will prove to be correct, especially since
none of the Company's current directors and officers are professional business
analysts. See "Directors, Executive Officers, Promoters and Control Persons".
Accordingly, the Company will be entirely dependent upon the efforts, experience
and ability of the management of the Target Business who are unidentifiable at
this time. In addition, there is no assurance the future management will have
the necessary skills, qualifications or abilities to manage a publicly owned and
traded company. The Company may also seek to recruit additional managers to
supplement the incumbent management of the Target Business; but, any such
recruitment would be within the discretion and judgment of the Target Business'
management. There is no assurance the Company will have the ability to recruit
additional managers, or that additional managers will have the requisite skill,
knowledge or experience necessary or desirable to enhance the Target Business'
incumbent management.

No Opportunity for Stockholder Evaluation or Approval of Business Combinations

The Company's stockholders will not have an opportunity to evaluate the specific
merits and risks or and financial or other information about the Target Business
and will have no control over the decision to effect or not effect a Business
Combination with any potential Target Business. Stockholders of the Company who
are not directors and officers will, in all likelihood, not have the opportunity
to evaluate the Target Company until after the Company has entered into an
agreement to effectuate a Business Combination. Even then, stockholders will
have an opportunity to evaluate the Target Company, only in the event
stockholder approval is required by Florida corporate law for the Business
Combination; but, it is likely the Business Combination will be structured in
such a way as to avoid a requirement for stockholder approval. As a result,
non-affiliate shareholders of the Company are expected to be almost entirely
dependent on the judgment and experience of the Company's current management in
the selection and ultimate consummation of a Business Combination. In addition,
under Florida law, the form of Business Combination could eliminate dissenters'
rights (i.e., the right to receive fair payment with respect to the Company's
Common Stock) which stockholders who are not in favor of the proposed Business


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Combination would have in the event the Business Combination took another form.
Since the Company's Common Stock has little to no value at the present time,
management believes that any Business Combination will probably increase the
value of the Common Stock to a level in excess of the amount recoverable upon
exercise of dissenters' rights.

The Company does not expect the Business Combination to involve a "control share
acquisition" as defined in Section 607.0902 of the Florida Business Corporation
Act, because the structure of the Business Combination is not expected to hinge
on the acquisition of outstanding securities. Control share acquisitions
disenfranchise the acquiring party for a period of time from voting the acquired
shares in favor of a business combination, thereby placing the approval of the
business combination in the hands of minority stockholders. In the event the
Business Combination would otherwise involve a "control share acquisition", the
Company's board of directors can be expected to approve such acquisition,
thereby removing it from application of the control share acquisition statute.
Such removal will eliminate the minority stockholders' right to evaluate the
Company's proposed Business Combination.

Selection of a Target Business and Structuring of a Business Combination

The Company cannot estimate the time that it will take to identify a Target
Business and complete a Business Combination. This process could require many
months or years. And, there is no assurance the Company will be able to complete
a Business Combination on terms favorable to the Company. The Company might
identify a Target Business and effectuate a Business Combination which proves to
be unsuccessful for any number of reasons and risk factors which cannot be
identified either at this time or at the date of the Business Combination. If
this occurs, the Company's its stockholders, including present management, might
not realize any value or only limited value in the Common Stock which they own.

The Company's management anticipates that the selection of a Target Business
will be complex and involve risks, some of which will be and remain undefined.
Competition for better business opportunities among promoters of shell companies
is intense. Many promoters of shell companies have more experience than the
Company's present management has, having engaged in numerous business
combinations, having an established reputation and having an extensive network
of contact who refer possible Target Businesses to them. Many of the better
business opportunities are suitable for underwritten public offerings or other
conventional means of capital formation and have no interest in utilizing a
shell company to achieve a public trading market. The Company's search for a
Target Business requires maximum flexibility inasmuch as the Company will be
required to consider various factors and circumstances which may preclude
meaningful direct comparison among the various business enterprises, products or
services investigated. The Company's probable lack of diversification will not
permit the Company to offset potential losses from one venture against potential
profits from another. Management of the Company will have unrestricted
discretion in identifying and selecting a prospective Target Business.

In evaluating a prospective Target Business, management expects to consider,
among other factors, the following factors which are not listed in any
particular order of priority or importance:

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     -    financial condition and results of operations of the Target Business;

     -    growth potential and forecasted financial performance of the Target
          Business and the industry in which it operates;

     -    experience and skill of management and availability of additional
          personnel of the Target Business;

     -    capital requirements of the Target Business;

     -    the availability of a transaction exemption from registration pursuant
          to the Securities Act and the proxy solicitation requirements of the
          Exchange Act for the Business Combination;

     -    the location of the Target Business;

     -    competitive position of the Target Business;

     -    stage of development of the product, process or service of the Target
          Business;

     -    degree of current or potential market acceptance of the product,
          process or service of the Target Business;

     -    possible proprietary features and possible other protection of the
          product, process or service of the Target Business, including trade
          secrets, patents and copyrights;

     -    regulatory environment of the industry in which the Target Business
          operates;

     -    costs associated with effecting the Business Combination; and

     -    percentage of equity required by stockholders of the Target Business.

The foregoing criteria are not intended to be exhaustive. The Company's
management expects any evaluation of the merits and risks of a particular
Business Combination will be based on other relevant considerations, in addition
to the above factors. The Company's management anticipates the historical
operations of a Target Business may not necessarily be indicative of the
potential for the future for a variety of reasons. The Company may engage in a
Business Combination with a newly organized firm or with a firm which is
entering a new phase of growth. These reasons include, but are not limited to,
possible start-up or development stage enterprise, possible need to change
marketing approach, possible future availability of capital, possible changes in
management and additional staffing and other reasons. The Company will be
dependent upon its new management inherited from the Target Business to
implement its business plan, identify problems and take effective corrective
action. The Company will incur further risks, because in many instances, the
product or service, as well as the management, of the Target Business will not
have been proven.

The Company's lack of funds and of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a Target Business before the Company commits to a Business Combination.
Management decisions, therefore, will likely be made based entirely upon
information provided entirely by the Target Business, which may not include
detailed feasibility studies, independent analysis, market surveys and the like
which, if the Company had more funds available to it, would be desirable to


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obtain. The Company's management expects to conduct a due diligence review of
the Target Business which will encompass, among other things, meetings with its
management, examination of its products or services, inspection of facilities
and review of financial statements and contracts which are made available to the
Company. The information provided by the Target Company may prove to have been
either negligently or intentionally inaccurate or misleading and it is likely
current management would not discover it to be so. The time and costs required
to select and evaluate a Target Business (including conducting a due diligence
review) and to structure and consummate the Business Combination (including
negotiating relevant agreements and preparing requisite documents for filing
pursuant to applicable securities laws and state "blue sky" and corporation
laws) cannot presently be ascertained with any degree of certainty. The
Company's management intends to devote only a very small portion of their
individual time to the affairs of the Company and, accordingly, consummation of
a Business Combination may require a greater period of time than if management
devoted its full time to the Company's affairs. Each of the Company's directors
and officers, being its only personnel, have full time executive and
professional occupations outside of the Company. Any costs incurred by the
Company will be contributed by its management, which intends to limit the amount
of such contributions to a minimum. Management has not established a budget for
expenses or a maximum amount for contributions.

The Company anticipates that it will locate possible Target Businesses primarily
through the relationships of its management with other business persons and
professionals. Accordingly, the opportunities to identify possible Target
Businesses is expected to be more limited than they might otherwise be if the
Company advertised or its management had been engaged in shell corporation
promotion prior to the Company. The Company does not intend to engage in any
discussions with prospective Target Businesses until after the effective date of
this annual report. The Company does not intend to complete a Business
Combination with a Target Business in which the Company's management has a
pecuniary interest. The Company does not intend to advertise or promote itself
in any financial or trade publications, but it may utilize the Internet if an
appropriate forum can be identified. Although there are no current plans to do
so, the Company may engage the services of professional firms that specialize in
finding business acquisitions, in which case the Company or the Target Business
would pay a finder's fee or other compensation. Since the Company has no current
plans to utilize any outside consultants or advisors to assist in a Business
Combination, no policies have been adopted regarding their use, the criteria to
be used in selecting such consultants or advisors, the services they would
provided, the term of service, or the amount of fees that may be paid. Because
of the limited resources of the Company, it is likely that any such fee the
Company agrees to pay would be paid in shares of Common Stock or be paid in cash
by the Target Business. In no event will the Company pay a finder's fee or
commission, either in cash or stock, to a director or officer of the Company or
any entity with which he is affiliated, or otherwise compensate them in
connection with their efforts to locate a Target Business.

Expected Accounting Treatment of a Business Combination

The Company expects the Business Combination to be treated as a "reverse merger"
under generally accepted accounting principals and for reporting purposes under
the Exchange Act. Reverse merger treatment provides essentially that the
financial statements of the acquired company (the Target Business) replace the
Company's historical financial statements, with certain adjustments to account
for the Company's assets (none), liabilities (approximately $107,000) and
stockholders' equity.

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Federal Income Tax Considerations

As a general rule, federal and state tax laws and regulations have a significant
impact upon the structuring of business combinations. The Company will evaluate
the possible tax consequences of any prospective Business Combination and will
endeavor to structure a Business Combination so as to achieve the most favorable
tax treatment to the Company, the Target Business and their respective
stockholders. There is no assurance that the Internal Revenue Service or
relevant state tax authorities will ultimately assent to the Company's tax
treatment of a particular consummated Business Combination. To the extent the
Internal Revenue Service or any relevant state tax authorities ultimately
prevail in recharacterizing the tax treatment of a Business Combination, there
may be adverse tax consequences to the Company, the Target Business and their
respective stockholders. Tax considerations, as well as other relevant factors,
will be evaluated in determining the precise structure of a particular Business
Combination, which could be effected through various forms of a merger,
consolidation or stock or asset acquisition. The change in control and change in
the Company's business, both of which are expected to result with a Business
Combination, will eliminate the Company's net operating loss carry forwards for
federal income tax purposes.

Expected Dilution in Ownership of Current Stockholders and Change in Control

The Company expects to issue a substantial number of additional shares in
connection with the consummation of a Business Combination, perhaps as much as
ninety percent or more of the issued and outstanding share of the Company's
Common Stock following the Business Combination. Issuance of additional shares
by the Company would result in a decrease in the percentage ownership of the
Company's present stockholders. In addition, the issuance of additional
securities and their potential sale in any trading market which might develop in
the Company's Common Stock, for which there is presently no trading market and
there is no assurance one will develop, could depress the price of the Company's
Common Stock in any such market which may develop.

The management of the Target Business is expected to take control of the Company
and its present management will have no control. To the extent that such
additional shares are issued, dilution to the interests of the Company's
stockholders will occur. There is no assurance as to the experience or
qualification of the Target Business' management.

Impact of Having No Funds or Resources

The Company does not have any funds or resources. The Company's management is
not obligated to provide any funding to assist with the search for a Target
Business or a resulting Business Combination. The Company is either unable, due
to its financial condition and prospects, or unwilling at the present time
either to borrow or sell securities for funding purposes. Any such borrowing or
capital formation will be dependent upon the management of the Target Business.
The unwillingness and inability of the Company to borrow funds for infusion of
capital into a Target Business may have a material adverse effect on the
Company's ability to consummate a Business Combination with a desirable Target
Business. Any borrowing or sale of securities, or both, are expected to be
dependent upon the results of the Business Combination, the financial condition
and prospects of the Company thereafter and the Company's future management.

                                       11
<PAGE>

Impact of Compliance with Federal Securities Laws

Securities of the Company which are issued in the Business Combination will be
issued in reliance upon exemptions from registration under applicable federal
and state securities laws. The Company intends primarily to target only those
companies where an exemption from registration would be available. Since the
Target Business has not been identified, there is no assurances the Company will
be able to rely on such exemptions. Registration of securities typically
requires significant costs and time delays are typically encountered. If
registration of the securities is required, the costs thereof would have to be
paid by the Target Business.

Allocation of Management Time and Conflicts of Interest

The Company's directors and officers are employed full time in executive or
professional positions and business activities with enterprises other than the
Company. Each of the Company's directors and officers expects to devote minimal
time to the affairs of the Company in the search for a Target Business and
consummation of a Business Combination. They expect the interests of their
respective other enterprises or practices to take priority over the Company's
needs and interests. Furthermore, the Company's directors and officers may come
upon, discover or be presented with business opportunities which could be Target
Businesses for the Company and yet divert such opportunities to their own
employers, business activities or clients other than the Company. With respect
both to the allocation of their respective time and efforts and to steering of
business opportunities toward or away from the Company, the Company's directors
and officers will have a conflict of interest which they will in all likelihood
be unable to resolve in a commercially or professionally equitable manner.
Management expects any business opportunity which would be desirable as both a
Target Business for the Company and an acquisition for the other business
activity of a Company director or officer's other employer, business activity or
client will be directed away from the Company. Accordingly, the Company can
expect to consider only those business opportunities which are undesirable to or
do not have a "fit" with such other employer, business activity or client. The
Company's directors and officers have not been, are not now and do not expect to
become directors and officers of other shell companies; but, there is no
assurance one or more of them will not do so in the future, including at a time
while the Company is still looking for a Target Business.

Investment Company Act and Other Regulation

The Company does not intend to effect a Business Combination which would result
in its classification as an "investment company" under the Investment Company
Act of 1940 (the "Investment Act"). The Company does not intend to acquire less
than eighty percent of the outstanding securities of the Target Business, such
acquisition being for purposes of being in control of the Target Business.
Accordingly, the Company does not anticipate the resale of any securities of the
Target Business in the public securities market, except the sale of securities
to be issued and sold pursuant to a registration statement under the Securities
Act. Furthermore, the Company does not believe the status of any securities
acquired in the Target Business as restricted securities will have any impact on
or consequences to the Company, because the Company expects such securities to
be acquired for long term investment and for purposes of directly operating and
exercising control over the Target Business.

                                       12
<PAGE>

The Company may acquire a Target Business in an industry which is regulated or
licensed by federal, state or local authorities. The Company cannot predict what
regulations and licensing requirements, if any, to which the Company could
become subject. Compliance with such regulations can be expected to be a time
consuming and expensive process.

Penny Stock Regulations - State Blue Sky Restrictions - Restrictions on
Marketability

The U.S. Securities and Exchange Commission (the "Commission") has adopted
regulations which generally define a "penny stock" to be any equity security
with a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. The Company expects
its Common Stock to be covered by the penny stock rules, at least initially and
perhaps indefinitely. The penny stock rules impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with either a net worth in excess
of $1,000,000 or an annual income exceeding $200,000 individually or $300,000
jointly with their spouse). For transactions covered by the penny stock rules,
the broker-dealers must make a special suitability determination for the
purchase and receive the purchaser's written agreement of the transaction prior
to the sale. Consequently, the rule may adversely affect the ability of
broker-dealers sell the Company's securities, and even their interest in
handling such securities sales, and also may adversely affect the ability of
stockholders of the Company to sell their shares in the public securities
market.

In addition, the Securities and Exchange Commission has adopted a number of
other rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-9 under the Exchange Act. During any
period the Company's Common Stock is a "penny stock", these rules will apply to
the Company and to its Common Stock. The rules may further adversely affect the
ability of the Company's stockholders to sell their shares in any public market
which might develop.

Stockholders should be aware that, according to Commission Release No. 34-29093,
the market for penny stocks has suffered in recent years from patterns of fraud
and abuse. Such patterns include (i) control of the market for the security by
one or a few broker-dealers who are often related to the promoter or issuer;
(ii) manipulation of prices through prearranged matching of purchases and sales
and false and misleading press releases; (iii) "boiler room" practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differentials and markups
by selling broker-dealers; and (v) the wholesale dumping of the same securities
by promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. The Company's management is aware of the abuses that
have occurred historically in the penny stock market. Although the Company does
not expect to be in a position to dictate the behavior of the market or of
broker-dealers who participate in the market, management will strive within the
confines of practical limitations to prevent the described patterns from being
established with respect to the Company's securities.

                                       13
<PAGE>

No public trading market in the Company's securities presently exists. In light
of the restrictions concerning shell companies contained in many state blue sky
laws and regulations, it is not likely that a trading market will be created in
the Company's securities until such time as a Business Combination occurs with a
Target Business. There is no assurance a public trading market will develop for
the Company's Common Stock following a Business Combination. The Company
presently has 1,000,000 shares of Common Stock outstanding, all of which are
"restricted securities", as defined under Rule 144 under the Securities Act, in
that such shares were issued in transactions not involving a public offering.
Notwithstanding that all the issued and outstanding shares are "restricted
securities", 744,700 shares have been held for more than two years, including
620,662 shares held by non-affiliates and 236,795 shares held by affiliates of
the Company. Accordingly, only the 236,795 shares held by affiliates are subject
to the requirements and limitations of Rule 144; and, even the shares held by
affiliates will be relieved of such requirements and limitations upon
termination of the holders' affiliation with the Company, which could be
expected as a result of a business combination. Out of the 2,055,385 shares
recently approved for issuance, 1,452,820 shares are held by affiliates.

Competition for Target Businesses

The Company expects to encounter intense competition from other shell companies.
Many of these shell companies have promoters and management who have extensive
experience and contacts in the shell company arena. Many of these competitors
possess financial, marketing, technical, personnel and other resources which the
Company does not have. There is no assurance the Company will be able to compete
successfully for a more attractive Target Business. Accordingly, the Company may
be forced to select a less attractive Target Business, which may involve more
risk and uncertainty and less potential and opportunity for the stockholders to
realize value in the Common Stock. Management believes the Company's status as a
fully reporting public company will make it more attractive compared to publicly
owned shell companies which are not fully reporting. A recent change in the
eligibility rules for quotation on the OTC Bulletin Board are resulting in
removal from quotation of companies who are not fully reporting. The Company
believes this rule change will result in a decrease in the number of shell
companies quoted in that medium and concurrently spur management of such shell
companies to file registration statements in the same manner as the Company is
filing this annual report, especially if the shell company is or has been quoted
on the OTC Bulletin Board.

Uncertainty of Competitive Environment of Target Business

In the event that the Company succeeds in effecting a Business Combination, the
Company will, in all likelihood, become subject to intense competition from
competitors of the Target Business. In particular, certain industries which
experience rapid growth frequently attract an increasingly larger number of
competitors, including competitors with increasingly greater financial,
marketing, technical and other resources than the initial competitors in the
industry. The degree of competition characterizing the industry of any
prospective Target Business cannot presently be ascertained. There can be no
assurances that, subsequent to a Business Combination, the Company will have the
resources to compete effectively, especially to the extent that the Target
Business is in a high-growth industry.

                                       14
<PAGE>

Federal Securities Law Compliance

Fully reporting companies, like the Company, are required by the Exchange Act to
furnish stockholders certain information about material acquisitions, including
audited financial statements for a Target Business with respect to one or more
fiscal years, depending upon whether or not the Target Business is a small
business issuer. Consequently, the Company's policy is to only effect a Business
Combination with a Target Business that has available the appropriate audited
financial statements. Maintenance of compliance with the regular annual,
quarterly and other reporting requirements, and with the proxy solicitation
rules for annual and special meetings of stockholders (including the
solicitation of consents) is expensive and time consuming. There is no assurance
the Target Business will have the resources to remain in compliance with these
requirements. A failure to remain in compliance will disqualify the Company from
quotation of its Common Stock on the OTC Bulletin Board.

Employees

The Company has no personnel. The Company's limited activities related to
efforts to recruit a market maker, register under the Exchange Act and complete
a Business Combination are being conducted by the directors and officers around
their full time employment by other businesses or their normal professional
practices.

Item 2.  Description of Property.

The Company does not own or lease any property, including office space. The
Company's limited activities related to efforts register under the Exchange Act,
to recruit a market maker and complete a Business Combination are being
conducted from the offices of the directors and officers at which their full
time employment is located, as well as from their homes. The address of the
Company's office at its president's home, and its telephone number at that
address are for convenience and as a personal accommodation while seeking a
Target Business.

Item 3. Legal Proceedings

At the date of this annual report, no suits are pending against the Company. All
of the Company's trade debts are in default and its creditors could file suites
for collection at any time. The Company believes that the period within which
such creditors are permitted to file suit for collection has expired and all
such debts not yet reduced to judgment are uncollectible. Five trade creditors
have obtained judgments in Pinellas County, Florida against the Company for
amounts due, plus interest, costs and attorneys fees. The suits which have been
reduced to judgment are set forth in the following table:

<TABLE>
Creditor's name      Case No.     Court               Amount at December 31
---------------      --------     -----               ---------------------
<S>                 <C>          <C>                      <C>
Evatone, Inc.       97-7015 CI   Circuit Court            $18,476.95 (1)

Xerox Corporation   98-000354    County Court              $7,263.33 (2)

Old Dominion
Freight Lines, Inc. 98-002454    Small Claims              $6,251.19

Yellow Freight
Systems, Inc.       97-4639      Small Claims              $3,727.75

On the Grill
Magazine            97-5771      Small Claims                 -      (3)
</TABLE>

                                       15
<PAGE>

(1)  This judgment is for the quotation for the full project, which was only
     about one-half completed before work was suspended by the plaintiff due the
     Company's non payment.
(2)  The Company believes this judgment is for the balance of the lease
     contract, without credit for the returned copy machine.
(3)  The Company believes this plaintiff is no longer in business. No counsel is
     currently representing the plaintiff. The original contract was for $5,000,
     which was partially paid by the Company and by Mr. Grant pursuant to his
     personal guarantee. The Company is unable to determine the amount due a
     December 31, 2002.

For the most part, all liabilities not reduced to judgment are more than five
years old.

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

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this annual report.

Part II

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

Market Information

No public trading market presently exists or has ever existed for the Company's
Common Stock and the Company does not have a trading symbol. The Company intends
to solicit the interest of a securities broker dealer to submit an application
on Form 211 to the OTC Bulletin Board for authorization to enter quotations for
the Common Stock in that quotation system. The Company believes it is unlikely
that a trading market will develop for the Company's Common Stock prior to a
business combination. There is no assurance any such broker-dealer can be
recruited to file a Form 211 or that a public trading market for the Company's
Common Stock will ever develop, either before or after a Business Combination.
The Company has not registered its Common Stock under the blue sky laws of any
state. The holders of the Common Stock and persons who may desire to purchase
shares of Common Stock in any trading market that might develop in the future,
should be aware that there may be significant "penny stock" and state blue-sky
law restrictions upon the ability of stockholders to sell their shares and of
purchasers to purchase the shares of Common Stock. Some jurisdictions may not
allow the trading or resale of blind-pool or "blank-check" securities, such as
the Common Stock, under any circumstances. Accordingly, stockholders should
consider any secondary market for the Company's securities which may develop to
be a limited one.

Number of Stockholders and Status of Stock

At December 31, 2002, the Company has approximately 280 stockholders of record
holding a total of 15,120,960 shares of its Common Stock. All of the Common
Stock has been outstanding for more than two years. In general, under Rule 144,
as currently in effect, subject to the satisfaction of certain other conditions,


                                       16
<PAGE>

a person, including an affiliate of the Company (or persons whose shares are
aggregated), who has beneficially owned restricted shares of Common Stock for at
least one year is entitled to sell, within any three-month period, a number of
shares that does not exceed the greater of one percent of the total number of
outstanding shares of the same class or, if the Common Stock is traded on a
national securities exchange or the NASDAQ system, the average weekly trading
volume during the four calendar weeks preceding the sale. A person who has not
been an affiliate of the Company for at least the three months immediately
preceding the sale and who has beneficially owned restricted shares of Common
Stock for at least two years is entitled to sell such shares under Rule 144
without regard to any of the limitations described above. In the event the
Company becomes delinquent in filing reports under the Exchange Act, Rule 144
would not be available for the resale of any shares owned by affiliates or owned
by non-affiliates of the Company for less than two years.

Transfer Agent

The Company's transfer agent is Executive Registrar & Transfer Agency, Inc.,
Phoenix, Arizona. The Company has not paid its transfer agent for at least three
years.

Dividends

The Company has not paid any dividends on its Common Stock to date and does not
presently intend to pay cash dividends prior to the consummation of a Business
Combination. The payment of cash dividends in the future, if any, will be
contingent upon the Company's revenues and earnings, if any, capital
requirements and general financial condition subsequent to the consummation of a
Business Combination. The payment of any dividends subsequent to a Business
Combination will be within the discretion of the Company's then board of
directors. It is the expectation of the current board of directors that the
Company will retain all earnings, if any, for use in the Company's business
operations; and, accordingly, the current board of directors does not anticipate
the Company paying any cash dividends in the foreseeable future.

Recent Sales of Securities:

The Company did not sell any securities during the 2001 and 2002 fiscal years.

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

The Company is presently a development stage company conducting no business
operation, other than its efforts to effect a Business Combination with a Target
Business which the Company considers to have significant growth potential. Since
the Company terminated its business operation in February 1998, the Company has
neither engaged in any operations nor generated any revenue. It receives no cash
flow. The Company will carry out its plan of business as discussed above. See
"Description of Business". The Company does not have any liquidity and capital
resources and cannot be sure that its whether the Target Business with which the
Company effectuates a Business Combination, if any, will have any liquidity or
capital resource, or that it will not diminish the liquidity and capital
resources which it has at the date of a Business Combination through and as a
result of continuing business operations. The continuation of the Company's
business is dependent upon its management's voluntary coverage of the expenses
of its limited activities, which coverage can be terminated at any time,
effectuate a Business Combination and ultimately, engage in future profitable
operations.

                                       17
<PAGE>

Presently, the Company does not have any resources or funding commitments to
meet expected expenses for the next twelve months. The Company does not generate
any cash revenue or receive any type of cash flow. Possible expenses for the
next twelve months cannot be estimated at the present time. Any funding
voluntarily provided by current management will be represented by promissory
notes bearing simple interest at prime plus 2% or by the issue of Common Stock.

Prior to the occurrence of a Business Combination, the Company may be required
to raise capital through the sale or issuance of additional securities in order
to ensure that the Company can meet its operating costs prior to the
effectuation of a Business Combination. As of the date of this annual report, no
commitments of any kind to provide additional funds have been obtained, and the
current management is under no obligation to provide such funds. There are no
agreements or understandings of any kind with respect to any loans from such
persons on behalf of the Company. Accordingly, there is no assurance that any
additional funds will be available to the Company to allow it to cover its
necessary expenses. In the event the Company can no longer borrow funds from its
current management, and the Company elects to raise additional capital prior to
the effectuation of a Business Combination, it expects to do so through the
private placement of restricted securities rather than through a public
offering. The Company does not currently contemplate making any securities
offering, a Regulation S offering or borrowing any money from third parties who
are not part of current management.

                                       18
<PAGE>

Item 7. Financial Statements.

                      PREFERRED ACCOUNTING SERVICES, INC.
                              2750 CORAL WAY #202
                                MIAMI, FL 33145

April 17, 2004

To the Board of Directors
New Era Trading Group, Inc.
Miami, Florida

We have audited the accompanying balance sheet of New Era Trading Group, Inc.
for the as of December 31, 2002 and 2001, and the related statements of income
and cash flows 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statement referred to above present fairly, in all
material respects, the financial position of New Era Trading Group, Inc. as of
December 31, 2002 and 2001 in conformity with accounting principles generally
accepted in the United States of America.

/s/ Ana Costales
----------------
Ana Costales
Preferred Accounting Services, Inc.
Certified Public Accountants




                                       19
<PAGE>


                           New Era Trading Group, Inc.

                                  Balance Sheet
                                December 31, 2002

<TABLE>
<CAPTION>
<S>                                                                  <C>
     Assets
     Current Assets:
              Cash                                                   $        --
              Accounts Receivable                                             --
              Inventory                                                       --
                                                                     -----------
     Total Current Assets                                                     --

     Equipment, net of accumulated depreciation                               --

     Other Assets:
              Deferred Offering Cost                                          --
              Deposits                                                        --
                                                                     -----------
     Total Other Assets                                                       --
                                                                     -----------

     Total Assets                                                    $        --
                                                                     ===========



     Liabilities and Stockholders' Equity
     Current Liabilities:
              Accounts Payable                                       $        --
              Notes and Advances Payable, current portion                107,353
              Accrued Expenses                                            12,862
                                                                     -----------
     Total Current Liabilities                                           120,215


     Long Term Liabilities:
              Notes Payable, net of current portion                           --
                                                                     -----------
     Total Long Term Liabilities                                              --


     Stockholders' Equity:
              Common stock; $.01 par value; 25,000,000 shares
                     authorized; 15,120,960 issued and outstanding       151,210
              Additional Paid-In Capital                               1,607,988
              Accumulated Deficit                                     (1,641,769)
              Treasury Stock                                            (237,644)
                                                                     -----------
     Total Stockholders' Equity                                         (120,215)
                                                                     -----------

     Total Liabilities and Stockholders' Equity                      $        --
                                                                     ===========
</TABLE>




Read Independent Auditor's report. The accompanying notes are an integral part
of the financial statements.


                                       20
<PAGE>
                           New Era Trading Group, Inc.

                             Statement of Operations
                              For the Periods Ended
<TABLE>
<CAPTION>

                                                                       Nine Months              Nine Months
                                                                          Ended                    Ended
                                                                       12/31/2002               12/31/2001
                                                                       ----------               ----------
<S>                                                                    <C>                        <C>
Revenue:

       Sales                                                           $    --                    $    --
       Other
                                                                       -------                    -------


Cost of Goods Sold                                                          --                         --
                                                                       -------                    -------


Gross Profit (Loss)                                                         --                         --


Cost and Expenses:

       Selling Expenses                                                     --                         --
       General and Administrative                                           --                         --
       Interest                                                          4,288                      4,288
                                                                       -------                    -------
                                                                         4,288                      4,288
                                                                       -------                    -------

Net Loss                                                               $(4,288)                   $(4,288)
                                                                       =======                    =======


Primary Net Loss per Common Share                                      $    --                    $    --
                                                                       =======                    =======
</TABLE>






Read Independent Auditor's report. The accompanying notes are an integral part
of the financial statements.


                                       21
<PAGE>


                           New Era Trading Group, Inc.

                            Statements of Cash Flows
                              For the Periods Ended

<TABLE>
<CAPTION>

                                                                                 Nine Months              Nine Months
                                                                                    Ended                    Ended
                                                                                  12/31/2002              12/31/2001
                                                                                  ----------              ----------
<S>                                                                               <C>                    <C>
Operating Activities
       Net loss                                                                   $(4,288)               $(4,288)
       Adjustments to reconcile net loss to net cash
             used by operating activities:
                   Depreciation and amortization                                       --                     --
                   Loss on retirement of equipment                                     --                     --
                   (Increase) decrease in:
                         Other assets                                                  --                     --
                   Increase (decrease) in:
                         Accounts payable                                              --                     --
                         Accrued expenses                                           4,288                  4,288
                                                                                  -------                -------
       Total adjustments                                                            4,288                  4,288
                                                                                  -------                -------
       Net cash provided (used) by operating activities                                --                     --
                                                                                  -------                -------

Financing Activities
       Payments on notes payable                                                       --                     --
       Additional Paid in Capital                                                      --                     --
                                                                                  -------                -------
       Net cash used by financing activities                                           --                     --
                                                                                  -------                -------

Net Increase (decrease) in cash                                                        --                     --

Cash, beginning of year                                                                --                     --
                                                                                  -------                -------

Cash, end of year                                                                 $    --                $    --
                                                                                  =======                =======

Supplementary disclosures of cash flow
       information and noncash investing
       and financing activities
             Cash paid during year for interest                                   $    --                $    --
                                                                                  =======                =======
             Stock exchanged for debt                                             $    --                $    --
                                                                                  =======                =======
</TABLE>


Read Independent Auditor's report. The accompanying notes are an integral part
of the financial statements.



                                       22
<PAGE>

                           New Era Trading Group, Inc.

                  Statement of Changes in Stockholders' Equity
                     For the Period Ended December 31, 2002
<TABLE>
<CAPTION>

                                                                                          Additional
                                                             Common Stock                   Paid-In          Accumulated
                                                   ----------------------------------
                                                       Shares             Amount            Capital            Deficit
                                                   -------------------------------------------------------------------------
<S>                                                   <C>                 <C>               <C>               <C>
Balance, December 31, 2001                             15,120,960          $ 151,210         $1,607,988        $ (1,637,481)

Issuance of Stock

Net Loss for the Period                                                                                              (4,288)
                                                   -------------------------------------------------------------------------


Balance, December 31, 2002                             15,120,960          $ 151,210         $1,607,988        $ (1,641,769)
                                                   =========================================================================

</TABLE>





Read Independent Auditor's report. The accompanying notes are an integral part
of the financial statements.



                                       23
<PAGE>

                          New Era Trading Group, Inc.
                         Notes to Financial Statements
                For the Periods Ended December 31, 2002 and 2001

1.  Background Information

New Era Trading Group, Inc. (the "Company") (f/k/a Gardner Marketing Services,
Inc.) was incorporated in Florida on December 15, 1988. The Company was
essentially dormant until 1992, at which time the Company began import/export
operations of torches used for decorative outdoor lighting. In 1994, the Company
ceased distribution of the torches and began import/export operations of solid
and gelatin cane sugar and alcohol fuels for cooking and warming food and
lighting charcoal. The distribution of the latter was ceased in 1996 and the
Company has remained essentially dormant since. The Company's headquarters is
located in Largo, Florida.

2.  Summary of Significant Accounting Policies

The significant accounting policies followed are:

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

Equipment is recorded at cost. Depreciation is calculated by the straight-line
method over the estimated useful lives of the assets of approximately five to
seven years. Additions to and major improvements of equipment are capitalized.
Maintenance and repair expenditures are charged to expense as incurred. As
equipment is sold or retired, the applicable cost and accumulated depreciation
are eliminated from the accounts, and any gain or loss is recorded.

Inventories are stated at the lower of cost or market. Cost is determined by the
first-in, first-out (FIFO) method.

Advertising costs are charged to operations when incurred. For the periods ended
December 31, 2002 and 2001 advertising expense amounted to $0.

Net loss per common share is based upon the weighted average common shares
outstanding during each period.

3.  Equipment

There was no equipment as of December 31, 2002.

                                       24
<PAGE>

4.  Inventory

There was no inventory as of December 31, 2002.

5.  Deferred Offering Cost

Deferred Offering Cost consists of costs incurred by the Company in the process
of a public offering. There were no costs in 2002.

6.  Income Taxes

The Company has a net operating loss carryover available for future periods of
approximately $808,000. This carryover will expire between 2007 and 2011.

7.  Stockholders' Equity

On January 21, 1989, the Company authorized and issued 100 shares of common
stock for a $1 par value. On October 18, 1993, the Company increased the
authorized shares of common stock to 2,500,000 shares with a par value of $.01.
Also on October 18, 1993, the Company's Board of Directors declared a stock
split (9,000 to 1) of its outstanding common stock.

The Company has issued 2,715,000 options to purchase shares of the Company's
common stock at $.20 per share. These options will expire in the years 1999
through 2001.

During February 1996, the Board of Directors authorized a 5-for-1 stock split of
common stock to stockholders of record as of February 10, 1996.

8.  Lease Commitments

There are no outstanding lease commitments.

Read Independent Auditors' Report

                                       25
<PAGE>

PART III

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

The names, ages and terms of office of directors and executive officers of the
Company are set forth in the following table.

Name                Age   All positions with Company            Director since
----                ---   --------------------------            --------------
J. Stuart Grant     42    Director                                1992
Steven L. Hocke     48    Director, President and Chief
                          Financial Officer                       1995
Ronald L. Mallett   52    Director                                1997
Jackson L. Morris   58    Director and Secretary                  1997

Each director is elected by holders of a majority of the Common Stock to serve
for a term of one year and until his successor is elected and qualified.
Directors were last elected by the stockholders in 1996 and those directors have
continued in office until the present time. Officers serve at the will of the
board. Directors have been compensated for their services by the issuance of the
Options which have been converted into a lesser number of shares of Common
Stock. The Company does not have any agreement to pay compensation to its
presently incumbent directors or officers. Any future compensation payable to
directors will be in the discretion of the board of directors taking office
following a Business Combination. The presently incumbent directors and officers
expect to resign in connection with a Business Combination; provided, the
retiring board expects to elect the persons designated by the board of the
Target Business as directors to fill vacancies created by such resignations.
None of the presently incumbent directors and officers are, nor have they been
within the last five years, directors or officers of shell companies, except for
Mr. Hocke who was for period of approximately five months a director of Fuji
Electrocell Corp. and in which capacity he was not involved in locating a merger
partner for that company.

J. Stuart Grant is a director and the controlling stockholder. Mr. Grant joined
the Company in 1992 and served as its president from that time until June 1999.
Mr. Grant is the founder, a director and president on a full time basis of Red
Spider Technologies, Inc., a Florida corporation, which is developing a Web site
on the Internet, provides Web design and development services and information
technology services. Between November 1998 and February 2003, Mr. Grant was a
director and chief executive officer of 1 Global City, Inc., a company which was
doing many of the things Red Spider Technologies, Inc. is not doing. 1 Global
City, Inc. was liquidated in a Chapter 11 bankruptcy in 2003. Between February
and November 1998, when Mr. Grant founded 1 Global City.Com, Inc., Mr. Grant
essentially was not employed. Mr. Grant was employed with Home Federal Bank from
1986 to 1987 as a branch manager and with Barnett Bank from 1987 to 1988 in the
commercial credit department. He was employed as a registered representative
with the investment banking firms of Shearson, Lehman Brothers from 1988 to
1990, with Smith Barney from 1990 to 1991 and with Raymond James and Associates
from 1991 to 1992. In the securities brokerage business, Mr. Grant customers
were primarily individual investors. Mr. Grant earned a Bachelor of Business
Administration degree (1986) from Morehead State University in Kentucky.

                                       26
<PAGE>

Steven L. Hocke is a director and, since February 1998, the president of the
Company, has been for the past fifteen years and is now an independent mortgage
broker. From 1994 to the present, Mr. Hocke has been affiliated as an
independent mortgage broker with Mid America Funding Corporation at its office
in Fort Lauderdale, Florida. From 1985 to 1994, Mr. Hocke was affiliated as an
independent mortgage broker with Residential Mortgage Services, Inc. in Fort
Lauderdale, Florida. Mr. Hocke also has a real estate sales license and is
affiliated with Jalmark Real Estate in Pembroke Pines, Florida. Mr. Hocke is a
director and vice president of 1 Global City.Com, Inc. He earned a B.S. degree
in elementary education (1975) from Valparaiso University in Valparaiso, Indiana
and a M.E. degree in education (1986) from Nova University, in Davie, Florida.

Ronald L. Mallett, a director and treasurer of the Company, is a Vice President
and the General Manager of Thigpen Heating & Cooling, Inc. of Jacksonville,
Florida, employment which he started in June 1997. From 1990 to June 1997, Mr.
Mallett was a vice president of Certified Air Contractors, Inc. of Jacksonville,
Florida. Both Thigpen Heating & Cooling, Inc. and Certified Air Contractors,
Inc. are regional heating, air conditioning and refrigeration contractors with
annual sales of approximately $4 million and $3 million, respectively. Mr.
Mallett's duties with each company include sales and operations. Mr. Mallett is
a member of the Occupational License Tax Equity Study Commission, a post
appointed by the mayor of Jacksonville, Florida, for one year beginning 1995.
From 1990 to 1995, Mr. Mallett was the president of Jacksonville Air
Conditioning Contractors Association and in 1990 and 1991 he was a member of the
board of the American Subcontractors Association, North Florida Chapter.
Beginning in 1994 to the present Mr. Mallett has served on several committees of
the Associated General Contractors of North Florida and was elected to the board
of that organization in 1996. Mr. Mallett was a director and the executive vice
president of 1 Global City.Com, Inc. 1 Global City, Inc. was liquidated in a
Chapter 11 bankruptcy in 2003. Mr. Mallett retired from the U.S. Marine Corps in
1990 with the rank of Captain after twenty-three years of service. Mr. Mallett
earned a B.S. degree in occupational education (1985) from Southern Illinois
University.

Jackson L. Morris, Esq., a director and secretary of the Company, is an attorney
in private practice since 1992. He practiced law in Tampa and St. Petersburg,
Florida with the law firm of Harris, Barrett, Mann & Dew in 1991 and 1992. Mr.
Morris was a founding member of the St. Petersburg, Florida law firm of Greene &
Mastry, P.A. in 1984, practicing law with that firm until 1991 and with its
predecessor from 1982 to 1984. Mr. Morris' law practice has been primarily in
the areas of general corporate, securities and contract law. Mr. Morris is a
member of The Florida Bar, The State Bar of Georgia (inactive) and The District
of Columbia Bar. He is admitted to practice before the United States Tax Court
and Supreme Court of the United States of America. Mr. Morris is a director of
Stampede Worldwide, Inc., a company whose stock is publicly traded and quoted in
the "Pink Sheets" and which has recently been reorganized under Chapter 11 of
the Bankruptcy Code. Mr. Morris is a director, the secretary and general counsel
of 1 Global City.Com, Inc. 1 Global City, Inc. was liquidated in a Chapter 11
bankruptcy in 2003. Mr. Morris agreed, without admitting or denying the facts
therein, to entry of an administrative order by the U.S. Securities and Exchange
Commission on April 3, 2001 that he cease and desist from the sale of securities
in violation of the registration requirements of the Securities Act of 1933, as
amended. The order stems from public sales in 1998 of 50,000 shares of stock Mr.
Morris received in payment of legal fees in connection with a reverse merger and
which he made in reliance upon an opinion of counsel the Commission alleged was
invalid. Mr. Morris earned a B.A. degree in economics (1966) and a Juris Doctor
degree (1969) from the Emory University in Atlanta, Georgia and a LL.M. degree
in federal taxation (1974) from Georgetown University Law Center.

                                       27
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance-

None of the directors, officers or persons owning more than five percent of the
Company's common stock have filed reports of beneficial ownership on Forms 3, 4
or 5 pursuant to Section 16(a) under the Securities Exchange Act of 1934, as
amended. Such persons will file a report on Form 3, subsequent to the date
hereof in anticipation that the Common Stock will be admitted to quotation on
the OTC Bulletin Board.

Item 10. Executive Compensation:

The Company did not pay or accrue any compensation to its executive officers
during 2000, 2001 and 2002.

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

The names of directors and officers and the name of each person who owns legally
and beneficially more than five percent of the Company's issued and outstanding
Common Stock on December 31, 2002 which has not changed since that date, the
address of each such person, the number of shares which each owns and the
percentage of the outstanding Common Stock represented by such shares is set
forth in the following table.
<TABLE>

Name                                                              Number of shares          Percentage
----                                                              ----------------          ----------

<S>                                                                  <C>                     <C>
J. Stuart Grant                                                      3,218,000 (1)            21.4
311 Palmetto Lane, Largo, Florida 33770

Steven L. Hocke                                                      2,002,500 (2)            13.3
7511 N.W. First Court, Pembroke Pines, Florida 33024

Ronald L. Mallett                                                      590,000 (3)             3.9
2716 Victorian Oaks Drive, Jacksonville, Florida 32223

Jackson L. Morris                                                      635,320 (4)             4.2
3116 West North A Street, Tampa, Florida 33609-1544

Directors and officers                                               6,445,820                42.8
as a group (4 persons)

Sergia Quijano                                                         765,000 (5)             5.1
2140 Taylor Street, Apt. 903, San Francisco,
California 94133

</TABLE>

(1)  All shares acquired more than two years ago.
(2)  All shares acquired more than two years ago. Beneficial ownership of
     1,047,500 shares held jointly by Mr. Hocke and his wife.
(3)  All shares acquired more than two years ago. Beneficial ownership of 10,000
     shares held jointly by Mr. Mallett and his wife.
(4)  All shares acquired more than two years ago. Includes 100,000 shares which
     the transfer agent has overlooked issuance. (5) All shares acquired more
     than two years ago.

Item 12.  Certain Relationships and Related Transactions.

The Company has not engaged in any related party transactions with its directors
or officers within the twelve months ended December 31, 2002.

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

(a) Exhibits:

32   CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
     PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
     SARBANES-OXLEY ACT OF 2002

                                       28
<PAGE>

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.

New Era Trading Group, Inc.

By: /s/ Steven L. Hocke
----------------------------------------
Steven L. Hocke
President, Chief Executive Officer,
Chief Financial and Accounting Officer
Date signed:  July 19, 2004



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