<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
(Mark  One)
[  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 000-25809

                            SICLONE INDUSTRIES, INC.
                 (Name of small business issuer in its charter)

                 DELAWARE                               87-042699
     (State or other jurisdiction of      (IRS Employer Identification No.)
      incorporation or organization)

                6269 JAMESTOWN COURT, SALT LAKE CITY, UTAH  84121
                    (Address of principal executive offices)

Issuer's  telephone  number,  including  area  code  801-566-6627

Securities  registered  pursuant  to  Section  12(b)  of  the Exchange Act: None

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

                         COMMON STOCK, PAR VALUE $0.001

Check  whether  the Issuer (1) filed all reports required to be filed by section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2) has been
subject  to such filing requirements for the past 90 days.  Yes [ X ]   No [   ]

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

The  issuer's  revenue  for  its  most  recent  fiscal  year  was  $-0-.

The  issuer's  common stock is listed on the OTC Bulletin Board under the symbol
SICI.  There  was no active market and no trading volume for the issuer's common
stock  during fiscal 2002.  Therefore the aggregate market value of voting stock
held  by  non-affiliates  is  deemed  to  be  $-0-.

At  December  31,  2002,  the  issuer had 23,810,000 shares of common stock, par
value  $.001  outstanding.

Transitional  Small  Business  Format:   Yes  [   ]   No  [  X  ]

Documents  incorporated  by  reference:  none


<PAGE>

<TABLE>
<CAPTION>

                                    SICLONE INDUSTRIES, INC.
                                         FORM 10-KSB
                                      DECEMBER 31, 2002
                                            INDEX

                                                                                             Page
<S>       <C>                                                                                 <C>
PART I .  Item 1.  Description of Business                                                      3

          Item 2.  Description of Property                                                      5

          Item 3.  Legal Proceedings                                                            5

          Item 4.  Submission of Matters to a Vote of Security Holders                          5

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

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

          Item 7.  Financial Statements                                                         6

          Item 8.  Changes In and Disagreements with Accountants on Accounting and
          Financial Disclosure                                                                  7

PART III  Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
          with Section 16(a) of the Exchange Act                                                7

          Item 10.  Executive Compensation                                                      7

          Item 11.  Security Ownership of Certain Beneficial Owners and Management              8

          Item 12.  Certain Relationships and Related Transactions                              8

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

          Item 14.  Controls and Procedures                                                     9

          Signatures                                                                            9

          Certification                                                                        10
</TABLE>

(Inapplicable  items  have  been  omitted)


                                        2
<PAGE>

                                     PART I

FORWARD-LOOKING  STATEMENT  NOTICE

When  used  in  this  report,  the  words "may," "will," "expect," "anticipate,"
"continue,"  "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended  to  identify  forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of  1934  regarding events, conditions, and financial trends that may affect the
Company's  future plans of operations, business strategy, operating results, and
financial  position.  Persons  reviewing  this  report  are  cautioned  that any
forward-looking  statements  are  not  guarantees  of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.

ITEM  1.  DESCRIPTION  OF  BUSINESS.

Siclone  Industries,  Inc.,  originally  incorporated in Delaware on November 1,
1985  as  McKinnely  Investments, Inc.  The company changed its name to Accoline
Industries,  Inc.  on  November  5,  1986  and again changed its name to Siclone
Industries,  Inc.  on  May  24,  1988.

We  have  not  had  active  business  operations  inception and are considered a
development  stage  company.  In 1993, we entered into an agreement with Bradley
S.  Shepherd  in  which Mr. Shepherd agreed to become an officer and director of
the  Company  and  use  his  best  efforts  to organize and update our books and
records  and  to  seek  business opportunities for acquisition or participation.

Siclone intends to seek, investigate, and if warranted, acquire an interest in a
business  opportunity.  We  will  not  restrict  our  search  to  any particular
industry  or  geographical  area  and  may, therefore, engage in essentially any
business in any industry.  Our management has unrestricted discretion in seeking
and participating in a business opportunity, subject to the availability of such
opportunities,  economic  conditions  and  other  factors.

The  selection  of a business opportunity in which to participate is complex and
extremely  risky  and will be made by management in the exercise of its business
judgment.  There  is  no  assurance that we will be able to identify and acquire
any  business  opportunity  which  will ultimately prove to be beneficial to the
Company  and  its  shareholders.

Our activities are subject to several significant risks which arise primarily as
a  result  of  the fact that Siclone has no specific business and may acquire or
participate  in a business opportunity based on the decision of management which
will,  in  all  probability,  act  without the consent, vote, or approval of our
shareholders.

SOURCES  OF  OPPORTUNITIES

We  anticipate  that  business  opportunities  may  arise  from various sources,
including  our  officers  and  directors,  professional  advisers,  securities
broker-dealers,  venture  capitalists,  members  of the financial community, and
others  who  may  present  unsolicited  proposals.

We  will  seek potential business opportunities from all known sources, but will
rely  principally on the personal contacts of our officers and directors as well
as  indirect  associations  between  them  and  other  business and professional
people.  Although  we do not anticipate engaging professional firms specializing
in  business  acquisitions  or  reorganizations,  such  firms may be retained if
management  deems  it  in our best interests.  In some instances, we may publish
notices  or advertisements seeking a potential business opportunity in financial
or  trade  publications.


                                        3
<PAGE>

CRITERIA

We  will  not  restrict  our  search  to  any  particular  business, industry or
geographical  location.  Siclone  may  acquire  or  enter into a business in any
industry  and  in  any  stage  of  development.  This  may include a business or
opportunity  involving  a  "start  up"  or  new  company.  In seeking a business
venture,  management's  decision  will  not  be controlled by an attempt to take
advantage  of  an  anticipated  or  perceived  appeal  of  a  specific industry,
management  group,  or  product or industry, but will be based upon the business
objective  of  seeking  long-term  capital appreciation in the real value of the
Company.

In  analyzing  prospective business opportunities, management will consider such
matters  as the available technical, financial and managerial resources; working
capital  and  other  financial  requirements; the history of operations, if any;
prospects  for  the  future; the nature of present and expected competition; the
quality  and  experience  of  management services which may be available and the
depth  of  the  management;  the  potential for further research, development or
exploration;  the  potential for growth and expansion; the potential for profit;
the  perceived  public recognition or acceptance of products, services, trade or
service  marks,  name  identification;  and  other  relevant  factors.

Generally,  management  will  analyze all available factors in the circumstances
and  make  a  determination  based  upon a composite of available facts, without
reliance  upon  any  single  factor  as  controlling.

METHODS  OF  PARTICIPATION  OF  ACQUISITION

Specific  business  opportunities  will  be  reviewed  and, on the basis of that
review,  the  legal structure or method of participation deemed by management to
be  suitable will be selected.  Such structures and methods may include, but are
not  limited to, leases, purchase and sale agreements, licenses, joint ventures,
other  contractual  arrangements,  and  may  involve a reorganization, merger or
consolidation  transaction.  The  Company may act directly or indirectly through
an  interest  in  a  partnership,  corporation,  or  other form of organization.

PROCEDURES

As  part  of  the  ongoing investigation of business opportunities, officers and
directors  may  meet  personally  with  management and key personnel of the firm
sponsoring  the  business  opportunity,  visit  and inspect material facilities,
obtain  independent  analysis  or  verification of certain information provided,
check  references  of management and key personnel, and conduct other reasonable
measures.

Management  will  generally  request  that it be provided with written materials
regarding  the  business  opportunity  containing such items as a description of
product, service and company history; management resumes; financial information;
available  projections  with  related  assumptions upon which they are based; an
explanation  of proprietary products and services; evidence of existing patents,
trademarks  or  service  marks  or rights thereto; present and proposed forms of
compensation  to  management;  a  description  of  transactions  between  the
prospective  entity  and  its  affiliates;  relevant  analysis  of  risks  and
competitive  conditions;  a  financial  plan  of operation and estimated capital
requirements;  and  other  information  deemed  relevant.


                                        4
<PAGE>

COMPETITION

We  expect  to  encounter  substantial  competition  in our efforts to acquire a
business opportunity.  The primary competition is from other companies organized
and  funded  for  similar  purposes,  small  venture  capital  partnerships  and
corporations,  small  business  investment  companies  and  wealthy individuals.

EMPLOYEES

We  do  not  currently  have  any  employees.   We  rely upon the efforts of our
officers  and  directors  to  conduct  our  business.

ITEM  2.  DESCRIPTION  OF  PROPERTY.

We  do  not own or lease any property.  We utilize office space in the residence
of  Bradley  S.  Shepherd  at  no  cost.  Until  we  pursue  a  viable  business
opportunity  and  recognize  income,  we will not seek independent office space.

ITEM  3.  LEGAL  PROCEEDINGS.

To  the  best  of  our  knowledge no legal proceedings are threatened or pending
against  Siclone  or  any  of  our  officers or directors.  Further, none of our
officers,  directors  or  affiliates  are  parties  against  Siclone or have any
material  interests  in  actions  that  are  adverse  to  our  interests.

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

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

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

Our  common  stock  is  listed  on the Over the Counter Bulletin Board under the
symbol  SICI.  As  of  December  31, 2002, we had approximately 281 shareholders
holding 23,810,000 shares of common stock.  Of the issued and outstanding common
stock, 1,110,000 are free trading, the balance are restricted stock as that term
is  used  in  Rule  144.

<TABLE>
<CAPTION>

                     CLOSING BID         CLOSING ASK
                   HIGH        LOW        HIGH  LOW
<S>               <C>        <C>       <C>     <C>
2002
First Quarter.       .02       .02       .10     .10
Second Quarter       .02       .01       .10     .10
Third Quarter.       .01       .01       .10     .10
Fourth Quarter       .01       .01       .10     .10

2001
First Quarter.       .01      .001      NONE    NONE
Second Quarter       .01       .01       .10     .10
Third Quarter.       .02       .01       .10     .10
Fourth Quarter       .02       .02       .10     .10
</TABLE>


                                        5
<PAGE>

The  above  quotations,  as  provided  by  the  National  Quotation Bureau, LLC,
represent  prices  between dealers and do not include retail markup, markdown or
commission.  In addition, these quotations do not represent actual transactions.

There  has not been an active market for our stock since 1990.  We have not paid
or  declared any dividends since inception and do not intend to declare any such
dividends in the foreseeable future.  Our ability to pay dividends is subject to
limitations  imposed by Delaware law.  Under Delaware law, dividends may be paid
to  the extent that a corporation's assets exceed its liabilities and it is able
to  pay  its  debts  as  they  become  due  in  the  usual  course  of business.

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

YEARS  ENDED  DECEMBER  31,  2002  AND  2001

Siclone  has not generated any revenues through December 31, 2002.  Expenses for
the  year  ended  December  31,  2002 were $7,862 compared to expenses of $4,959
during 2001.  Expenses during both years consisted mainly of professional, legal
and  accounting  costs  related  to  our  public  filings.

As  a  result of the foregoing factors, we realized a net loss of $7,862 for the
year  ended  December  31,  2002,  compared to a net loss of $4,959 for the year
ended  December  31,  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  December  31,  2002  our  total  assets  consisted  of  $209 in cash.  Total
liabilities  at December 31, 2002 were $23,583 consisting of $21,712 in accounts
payable  and  $1,871 in accrued interest.  At December 31, 2001, the Company had
$347  in  cash  and  liabilities  consisting  of  $11,293  in  accounts payable.

We  anticipate  that  our  operating expenses for the next twelve months will be
approximately  $5,000.  In  recent  years  we  have  relied on advances from our
president  to  cover  our operating costs.   Management anticipates that we will
receive  sufficient  advances  from  our president to meet our needs through the
next  12  months.  However,  there are no formal agreements or understandings to
that  effect.

PLAN  OF  OPERATION

Our  management  intends to actively seek business opportunities during the next
twelve  months.  If  we identify a suitable business opportunity during the next
year our need for capital may change dramatically.  Should we require additional
capital,  we  may  seek  additional advances from officers, sell common stock or
find  other  forms  of debt financing.  To date we have not pursued any business
opportunities  and  there  can  be no assurance that we will identify a business
venture  suitable  for acquisition in the future.  In addition, we cannot assure
that we will be successful in consummating any acquisition on favorable terms or
that  we  will  be  able  to  profitably manage any business venture we acquire.

Our  current  operating  plan is to continue searching for potential businesses,
products,  technologies  and  companies  for  acquisition  and  to  handle  the
administrative  and  reporting requirements of a public company.  To demonstrate
our  commitment to maintaining ethical reporting and business practices, we have
recently  adopted  a  Code of Ethics and Business Conduct that is attached as an
exhibit  to  this  report.

ITEM  7.  FINANCIAL  STATEMENTS.

Our  financial  statements  appear  at the end of this report beginning with the
Index  to  Financial  Statements  on  page  11.


                                        6
<PAGE>

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

None.


                                    PART III

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

The  following  table sets forth the name, age, position and office term of each
executive  officer  and  director  of  the  Company.

<TABLE>
<CAPTION>

NAME                 AGE   POSITIONS                                 SINCE
<S>                  <C>  <C>                                       <C>

Bradley S. Shepherd   42  Director, President, Secretary/Treasurer  February 1993
</TABLE>

All  directors  serve  until the next annual stockholders meeting or until their
successors are duly elected and qualified.  All officers serve at the discretion
of  the  Board  of  Directors.

Set  forth  below  is  certain  biographical information regarding our executive
officer  and  director:

BRADLEY  S. SHEPHERD, DIRECTOR, PRESIDENT, SECRETARY/TREASURER.  Mr. Shepherd is
the  owner  and  manager  of  Shepherd's  Allstar Lanes, Inc., a bowling center,
restaurant,  and  lounge  located  in  West  Jordan,  Utah.  After  managing the
business  for  three years, Mr. Shepherd purchased the business in June of 1993.
Mr. Shepherd also manages and is trustee for the Roger L. Shepherd Family Trust,
which  owns and leases commercial office and warehouse buildings and residential
properties  in  the  Salt  Lake  City  area.

OTHER REPORTING COMPANY ACTIVITIES.  Bradley S. Shepherd is currently an officer
and  director  of  Patriot Investment Corporation, a reporting company, which is
seeking  to  acquire  a  business  opportunity.  The possibility exists that Mr.
Shepherd could become an officer and/or director of other reporting companies in
the  future,  although  he  has  no  intention  of doing so at the present time.
Certain  conflicts  of  interest  are  inherent in the participation of our sole
officer  and  director  as management in other reporting companies, which may be
difficult,  if  not  impossible,  to resolve in all cases in our best interests.
Failure  by  management  to conduct Siclone's business in its best interests may
result  in  liability  of  management  to  our  shareholders.

ITEM  10.  EXECUTIVE  COMPENSATION

Our  officers  and  directors  do  not  receive  any  compensation  for services
rendered,  have not received such compensation in the past, and are not accruing
any  compensation  pursuant  to  any  agreement  with Siclone.  Our officers and
directors  will  not  receive  any  finder's fee as a result of their efforts to
implement  the  business  plan  outlined  herein.  However,  our  officers  and
directors anticipate receiving benefits as beneficial shareholders of our common
stock.

We  have  not  adopted  any  retirement, pension, profit sharing, stock options,
insurance  programs  or other similar programs for the benefit of our employees.


                                        7
<PAGE>

EMPLOYMENT  CONTRACTS  AND  TERMINATION  OF  EMPLOYMENT  AND  CHANGE  IN CONTROL
ARRANGEMENT.

There  are  no  compensatory  plans or arrangements with respect to any officer,
director,  manager  or other executive which would in any way result in payments
to  any such person because of his resignation, retirement, or other termination
of  employment with Siclone or its subsidiaries, or any change in control of the
Company,  or  a  change  in  the person's responsibilities following a change of
control  of  the  Company.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.

The  following  table  sets  forth  as  of  December  31,  2002,  the number and
percentage of the 23,810,000 shares of outstanding common stock which, according
to  the information supplied to the Company, were beneficially owned by (i) each
person  who  is  currently  a  director,  (ii) each executive officer, (iii) all
current directors and executive officers as a group and (iv) each person who, to
our knowledge, is the beneficial owner of more than 5% of the outstanding common
stock.  Except  as otherwise indicated, the persons named in the table have sole
voting  and  dispositive  power  with  respect to all shares beneficially owned,
subject  to  community  property  laws  where  applicable.

<TABLE>
<CAPTION>

NAME AND ADDRESS              AMOUNT    PERCENTAGE
<S>                         <C>         <C>

Bradley S. Shepherd (1). .  12,000,000       50.40
6269 Jamestown Court
Salt Lake City, UT 84121

Officers, Directors and. .  12,000,000       50.40
Nominees as a Group:
1 person

(1) Officer and director.
</TABLE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

Our  president, Mr. Brad Shepherd allows us to use office space at his residence
at  no  charge  to  the  Company.

During  2001,  Mr.  Shepherd  advanced  $5,512  to cover our operating expenses.

During  2002,  Mr.  Shepherd  advanced  $6,000  to cover our operating expenses.

Through December 31, 2002 our president has advanced a total of $21,712 to cover
our  operating expenses.  Interest has been imputed at 10%.  Accrued interest at
December  31, 2002 was $1,871.  The advances and accrued interest are payable on
demand.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

REPORTS  ON  FORM  8-K

No  reports  on  Form 8-K were filed during the quarter ended December 31, 2002.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

Our  president, Mr. Brad Shepherd allows us to use office space at his residence
at  no  charge  to  the  Company.

During  2001,  Mr.  Shepherd  advanced  $5,512  to cover our operating expenses.

During  2002,  Mr.  Shepherd  advanced  $6,000  to cover our operating expenses.

Through December 31, 2002 our president has advanced a total of $21,712 to cover
our  operating expenses.  Interest has been imputed at 10%.  Accrued interest at
December  31, 2002 was $1,871.  The advances and accrued interest are payable on
demand.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

REPORTS  ON  FORM  8-K

No  reports  on  Form 8-K were filed during the quarter ended December 31, 2002.


                                        8
<PAGE>

<TABLE>
<CAPTION>

EXHIBITS

EXHIBIT NUMBER  TITLE                                               LOCATION
<C>             <S>                                                 <C>
          99.1  Certification of Chief Executive Officer and Chief  Attached
                 Financial Officer pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002

          99.2  Code of Ethics and Business Conduct. . . . . . . .  Attached
</TABLE>

ITEM  14.  CONTROLS  AND  PROCEDURES

Within  the  90-day  period  prior  to the date of this report, we evaluated the
effectiveness  and  operation of our disclosure controls and procedures pursuant
to  Rule  13a-14  of  the  Securities  Exchange  Act  of  1934.  Based  on  that
evaluation,  our  Chief  Executive  Officer  and  Chief  Financial  Officer have
concluded that our disclosure controls and procedures are effective.  There have
been  no  significant  changes  in internal controls or other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.




                                   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.

                                   SICLONE  INDUSTRIES,  INC.



Date:  March  27,  2003            /s/Bradley  S.  Shepherd
                                   -------------------------
                                   Bradley  S.  Shepherd
                                   Chief  Executive  Officer
                                   Chief  Financial  Officer


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




Date:  March  27,  2003             /s/Bradley  S.  Shepherd
                                    -------------------------
                                    Bradley  S.  Shepherd
                                    Director


                                        9
<PAGE>

CERTIFICATION  PURSUANT  TO  SECTION  302  OF  THE  SARBANES-OXLEY  ACT  OF 2002

I,  Bradley S. Shepherd, the Chief Executive Officer and Chief Financial Officer
of  Siclone  Industries,  Inc.  (the  "Company"),  certify  that:

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  the  Company;

2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.  I  am  responsible  for establishing and maintaining disclosure controls and
procedures  (as  defined  in  Exchange  Act  Rules  13a-14  and  15d-14) for the
registrant  and  I  have:

     a) designed such disclosure controls and procedures to ensure that material
     information  relating  to  the  registrant,  including  its  consolidated
     subsidiaries,  is  made  known  to  us  by  others  within  those entities,
     particularly  during  the  period  in  which  this  annual  report is being
     prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
     procedures  as  of  a  date within 90 days prior to the filing date of this
     annual  report  (the  "Evaluation  Date");  and

     c)  presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation  Date;

5.  I  have  disclosed,  based on my most recent evaluation, to the registrant's
auditors  and the audit committee of registrant's board of directors (or persons
performing  the  equivalent  function):

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

     b)  any  fraud,  whether or not material, that involves management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls;  and

6.  I have indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could significantly affect
internal  controls  subsequent  to  the  date  of  our  most  recent evaluation,
including  any  corrective  actions  with regard to significant deficiencies and
material  weaknesses.


March  27,  2003                   /s/Bradley  S.  Shepherd
                                   Bradley  S.  Shepherd
                                   Chief  Executive  Officer
                                   Chief  Financial  Officer


                                       10
<PAGE>

<TABLE>
<CAPTION>

            SICLONE INDUSTRIES, INC.
          (A DEVELOPMENT STAGE COMPANY)

               FINANCIAL STATEMENTS

                 DECEMBER 31, 2001


                      INDEX

<S>                                           <C>
Independent Auditors' Report . . . . . . . .  12

Balance Sheet. . . . . . . . . . . . . . . .  13

Statements of Operations . . . . . . . . . .  14

Statements of Stockholders' Equity (Deficit)  15

Statements of Cash Flows . . . . . . . . . .  19

Notes to the Financial Statements. . . . . .  20
</TABLE>


                                       11
<PAGE>

INDEPENDENT  AUDITORS'  REPORT
------------------------------

Board  of  Directors
Siclone  Industries,  Inc.
(A  Development  Stage  Company)
Salt  Lake  City,  Utah

We  have  audited  the accompanying balance sheet of Siclone Industries, Inc. (a
development stage company) as of December 31, 2002 and the related statements of
operations,  stockholders'  equity  (deficit) and cash flows for the years ended
December  31,  2002  and  2001  and  from  inception on November 1, 1985 through
December  31,  2002.  These  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial position of Siclone Industries, Inc. (a
development  stage  company)  as  of  December  31,  2002 and the results of its
operations  and its cash flows for the years ended December 31,2002 and 2001 and
from inception on November 1, 1985 through December 31, 2002, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 3 to the financial
statements, the Company has suffered recurring losses from operations and has no
operating  capital  which  together raise substantial doubt about its ability to
continue  as a going concern.  Management's plans in regard to these matters are
also  described  in  Note  3.  The  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.



HJ  &  Associates,  LLC
-------------------------
Salt  Lake  City,  Utah
March  20,  2003


                                       12
<PAGE>

<TABLE>
<CAPTION>

                            SICLONE INDUSTRIES, INC.
                          (A Development Stage Company)
                                  Balance Sheet


                                     ASSETS
                                     ------

                                                            December 31,
                                                                2002
                                                           --------------
<S>                                                        <C>
CURRENT ASSETS

  Cash. . . . . . . . . . . . . . . . . . . . . . . . . .  $         209
                                                           --------------

     Total Current Assets . . . . . . . . . . . . . . . .            209
                                                           --------------

     TOTAL ASSETS . . . . . . . . . . . . . . . . . . . .  $         209
                                                           ==============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            ---------------------------------------------------------

CURRENT LIABILITIES

  Accounts payable - related party (Note 2) . . . . . . .  $      21,712
  Accrued interest - related party (Note 2) . . . . . . .          1,871
                                                           --------------

      Total Current Liabilities . . . . . . . . . . . . .         23,583
                                                           --------------

STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred stock: 5,000,000 shares authorized at
  $0.001 par value; -0- shares issued and outstanding . .              -
  Common stock: 30,000,000 shares authorized
  at $0.001 par value; 23,810,000 shares issued and
  outstanding . . . . . . . . . . . . . . . . . . . . . .         23,810
  Additional paid-in capital. . . . . . . . . . . . . . .        583,693
  Deficit accumulated during the development stage. . . .       (630,877)
                                                           --------------

     Total Stockholders' Equity (Deficit) . . . . . . . .        (23,374)
                                                           --------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  $         209
                                                           ==============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       13
<PAGE>

<TABLE>
<CAPTION>

                            SICLONE INDUSTRIES, INC.
                          (A Development Stage Company)
                            Statements of Operations


                                                                  From
                                                               Inception on
                                                               November  1,
                                   For  the  Years  Ended      1985 through
                                         December 31,          December 31,
                               ------------------------------  ------------
                                    2002            2001          2002
                               --------------  --------------  ----------

<S>                            <C>             <C>             <C>
REVENUES. . . . . . . . . . .  $           -   $           -   $       -

EXPENSES. . . . . . . . . . .         (7,862)         (4,959)    (35,374)

LOSS FROM DISCONTINUED
 OPERATIONS . . . . . . . . .              -               -    (595,503)
                               --------------  --------------  ----------

NET LOSS. . . . . . . . . . .  $      (7,862)  $      (4,959)  $(630,877)
                               ==============  ==============  ==========

BASIC LOSS PER SHARE (Note 1)  $       (0.00)  $       (0.00)
                               ==============  ==============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       14
<PAGE>

<TABLE>
<CAPTION>

                            SICLONE INDUSTRIES, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)


                                                                           Deficit
                                                                         Accumulated
                                                           Additional    During  the
                                      Common Stock           Paid-in     Development
                                ------------------------
                                   Shares       Amount       Capital        Stage
                                -------------  ---------  -------------  ----------
<S>                             <C>            <C>        <C>            <C>

Balance, November 1, 1985. . .             -   $      -   $          -   $       -

Issuance of 500,000 shares
 of common stock to Officers
 and Directors for cash on
 November 1, 1985 at
 $0.02 per share . . . . . . .       500,000        500          9,500           -

Cancellation of 140,000
 shares on February 7, 1986. .      (140,000)      (140)           140           -

Cancellation of 300,000 shares
 on October 1, 1986. . . . . .      (300,000)      (300)           300           -

Issuance of 1,000,000 shares
 of common stock to the public
 offered March 26, 1986 at
 $0.10 per share . . . . . . .     1,000,000      1,000         99,000           -

Deferred offering costs
 offset against additional
 paid-in capital . . . . . . .             -          -        (18,678)          -

Issuance of 10,700,000
 shares of common stock
 October 10, 1986 at $0.05
 per share . . . . . . . . . .    10,700,000     10,700        483,251           -

Issuance of 50,000 shares
 for promotional services at
 $0.001 per share. . . . . . .        50,000         50              -           -

Accumulated losses from
 formation on November 1, 1985
 through December 31, 1987 . .             -          -              -    (502,196)
                                -------------  ---------  -------------  ----------

Balance, December 31, 1987 . .    11,810,000   $ 11,810   $    573,513   $(502,196)
                                -------------  ---------  -------------  ----------
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       15
<PAGE>

<TABLE>
<CAPTION>

                            SICLONE INDUSTRIES, INC.
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)


                                                                       Deficit
                                                                      Accumulated
                                                         Additional   During  the
                                      Common Stock        Paid-in     Development
                                ----------------------
                                   Shares      Amount     Capital        Stage
                                ------------  --------  ------------  ----------
<S>                             <C>           <C>       <C>           <C>
Balance, December 31, 1987 . .    11,810,000  $ 11,810  $    573,513  $(502,196)

Net loss for the year ended
  December 31, 1988. . . . . .             -         -             -    (92,783)
                                ------------  --------  ------------  ----------

Balance, December 31, 1988 . .    11,810,000    11,810       573,513   (594,979)

Cash contributed to additional
 paid-in capital . . . . . . .             -         -        10,180          -

Net loss for the year ended
  December 31, 1989. . . . . .             -         -             -       (524)
                                ------------  --------  ------------  ----------

Balance, December 31, 1989 . .    11,810,000    11,810       583,693   (595,503)

Net loss for the year ended
  December 31, 1990. . . . . .             -         -             -          -
                                ------------  --------  ------------  ----------

Balance, December 31, 1990 . .    11,810,000    11,810       583,693   (595,503)

Net loss for the year ended
  December 31, 1991. . . . . .             -         -             -       (758)
                                ------------  --------  ------------  ----------

Balance, December 31, 1991 . .    11,810,000  $ 11,810  $    583,693  $(596,261)
                                ------------  --------  ------------  ----------
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       16
<PAGE>

<TABLE>
<CAPTION>

                            SICLONE INDUSTRIES, INC.
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)


                                                                         Deficit
                                                                       Accumulated
                                                          Additional   During  the
                                       Common Stock        Paid-in     Development
                                 ----------------------
                                    Shares      Amount     Capital        Stage
                                 ------------  --------  ------------  ----------
<S>                              <C>           <C>       <C>           <C>
Balance, December 31, 1991. . .    11,810,000  $ 11,810  $    583,693  $(596,261)

Net loss for the year ended
  December 31, 1992 . . . . . .             -         -             -       (651)
                                 ------------  --------  ------------  ----------

Balance, December 31, 1992. . .    11,810,000    11,810       583,693   (596,912)

Issuance of 1,000,000 shares
 of common stock to officer for
 cash June 7, 1993 at $0.001
 per share. . . . . . . . . . .     1,000,000     1,000             -          -

Net loss for the year ended
  December 31, 1993 . . . . . .             -         -             -     (2,513)
                                 ------------  --------  ------------  ----------

Balance, December 31, 1993. . .    12,810,000    12,810       583,693   (599,425)

Net loss for the year ended
 December 31, 1994. . . . . . .             -         -             -          -
                                 ------------  --------  ------------  ----------

Balance, December 31, 1994. . .    12,810,000    12,810       583,693   (599,425)

Issuance of 11,000,000 shares
 of common stock to officer for
 cash at $0.001 per share . . .    11,000,000    11,000             -          -

Net loss for the year ended
 December 31, 1995. . . . . . .             -         -             -       (438)
                                 ------------  --------  ------------  ----------

Balance, December 31, 1995. . .    23,810,000  $ 23,810  $    583,693  $(599,863)
                                 ------------  --------  ------------  ----------
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       17
<PAGE>

<TABLE>
<CAPTION>

                            SICLONE INDUSTRIES, INC.
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)


                                                                    Deficit
                                                                   Accumulated
                                                      Additional   During  the
                                  Common Stock         Paid-in     Development
                             ----------------------
                                Shares      Amount     Capital       Stage
                             ------------  --------  ------------  ----------
<S>                          <C>           <C>       <C>           <C>
Balance, December 31, 1995.    23,810,000  $ 23,810  $    583,693  $(599,863)

Net loss for the year ended
 December 31, 1996. . . . .             -         -             -     (1,256)
                             ------------  --------  ------------  ----------

Balance, December 31, 1996.    23,810,000    23,810       583,693   (601,119)

Net loss for the year ended
 December 31, 1997. . . . .             -         -             -     (1,373)
                             ------------  --------  ------------  ----------

Balance, December 31, 1997.    23,810,000    23,810       583,693   (602,492)

Net loss for the year ended
 December 31, 1998. . . . .             -         -             -       (770)
                             ------------  --------  ------------  ----------

Balance, December 31, 1998.    23,810,000    23,810       583,693   (603,262)

Net loss for the year ended
 December 31, 1999. . . . .             -         -             -     (9,343)
                             ------------  --------  ------------  ----------

Balance, December 31, 1999.    23,810,000    23,810       583,693   (612,605)

Net loss for the year ended
  December 31, 2000 . . . .             -         -             -     (5,451)
                             ------------  --------  ------------  ----------

Balance, December 31, 2000.    23,810,000    23,810       583,693   (618,056)

Net loss for the year ended
  December 31, 2001 . . . .             -         -             -     (4,959)
                             ------------  --------  ------------  ----------

Balance, December 31, 2001.    23,810,000    23,810       583,693   (623,015)

Net loss for the year ended
 December 31, 2002. . . . .             -         -             -     (7,862)
                             ------------  --------  ------------  ----------

Balance, December 31, 2002.    23,810,000  $ 23,810  $    583,693  $(630,877)
                             ============  ========  ============  ==========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       18
<PAGE>

<TABLE>
<CAPTION>

                                SICLONE INDUSTRIES, INC.
                             (A Development Stage Company)
                                Statements of Cash Flows


                                                                                   From
                                                                                Inception on
                                                                                November 1,
                                                   For  the  Years  Ended       1985 through
                                                         December 31,           December 31,
                                                -----------------------------
                                                     2002            2001          2002
                                                --------------  --------------  ------------
<S>                                             <C>             <C>             <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:

   Net loss. . . . . . . . . . . . . . . . . .  $      (7,862)  $      (4,959)  $(630,877)
  Adjustments to reconcile net loss to net
   cash provided used by operating activities:
    Shares issued for services . . . . . . . .              -               -          50
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable. .           (147)           (946)          -
    Increase in accrued interest related party          1,871               -       1,871
                                                --------------  --------------  ------------

     Net Cash Used by Operating Activities . .         (6,138)         (5,905)   (628,956)
                                                --------------  --------------  ------------

CASH FLOWS FROM INVESTING
 ACTIVITIES: . . . . . . . . . . . . . . . . .              -               -           -
                                                --------------  --------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from related parties. . . . . . . .          6,000           5,512      21,712
  Additional capital contributed . . . . . . .              -               -      10,180
  Stock offering costs . . . . . . . . . . . .              -               -     (18,678)
  Issuance of common stock for cash. . . . . .              -               -     615,951
                                                --------------  --------------  ------------

     Net Cash Provided by Financing Activities          6,000           5,512     629,165
                                                --------------  --------------  ------------

INCREASE (DECREASE) IN CASH. . . . . . . . . .           (138)           (393)        209

CASH AT BEGINNING OF PERIOD. . . . . . . . . .            347             740           -
                                                --------------  --------------  ------------

CASH AT END OF PERIOD. . . . . . . . . . . . .  $         209   $         347   $     209
                                                ==============  ==============  ============

CASH PAID FOR
  Interest . . . . . . . . . . . . . . . . . .  $           -   $           -   $       -
  Income taxes . . . . . . . . . . . . . . . .  $           -   $           -   $       -

SUPPLEMENTAL SCHEDULE OF
 NON-CASH FINANCING ACTIVITIES:

  Common stock issued for services . . . . . .  $           -   $           -   $      50
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       19
<PAGE>

                            SICLONE INDUSTRIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2002 and 2001

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     a.  Organization

     The  Company  was incorporated in the State of Delaware on November 1, 1985
     under  the  name  McKinnely Investments, Inc. In November 1986, the Company
     changed  its  name  to Acculine Industries, Incorporated and in May 1988 to
     Siclone  Industries,  Inc.

     The  Company was incorporated for the purpose of providing a vehicle, which
     could  be  used  to  raise  capital  and  seek  business  opportunities.

     b.  Accounting  Method

     The Company's financial statements are prepared using the accrual method of
     accounting.  The  Company  has  elected  a  calendar  year  end.

     c.  Cash  and  Cash  Equivalents

     Cash  equivalents  include  short-term,  highly  liquid  investments  with
     maturities  of  three  months  or  less  at  the  time  of  acquisition.

     d.  Basic  Loss  Per  Share

     The  computations  of basic loss per share of common stock are based on the
     weighted  average  number  of  shares  outstanding  during  the  period.

<TABLE>
<CAPTION>

                     For the Year Ended
                     December 31, 2002
     Loss                 Shares            Per Share
  (Numerator)         (Denominator)          Amount
-------------------  ------------------  --------------
<S>                  <C>                 <C>
          (7,862)          23,810,000      $     (0.00)
===================  ==================  ==============

                     For the Year Ended
                     December 31, 2001
     Loss                 Shares            Per Share
  (Numerator)         (Denominator)          Amount
-------------------  ------------------  --------------
<S>                  <C>                 <C>
          (4,959)          23,810,000      $     (0.00)
===================  ==================  ==============
</TABLE>


                                       20
<PAGE>

                            SICLONE INDUSTRIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2002 and 2001

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     e.  Provision  for  Taxes

     Deferred  taxes  are  provided  on  a liability method whereby deferred tax
     assets  are  recognized  for deductible temporary differences and operating
     loss  and  tax  credit carryforwards and deferred tax assets are recognized
     for  taxable  temporary  differences.  Temporary  differences  are  the
     differences  between  the  reported  amounts  of assets and liabilities and
     their  tax  bases. Deferred tax assets are reduced by a valuation allowance
     when,  in  the  opinion of management, it is more likely than not that some
     portion  or  all  of the deferred tax assets will not be realized. Deferred
     tax  assets  and liabilities are adjusted for the effects of changes in tax
     laws  and  rates  on  the  date  of  enactment.

     Net  deferred tax assets consist of the following components as of December
     31,  2002  and  2001:

<TABLE>
<CAPTION>

                             2002       2001
                           ---------  ---------
<S>                        <C>        <C>
  Deferred tax assets:
  NOL Carryover . . . . .  $ 43,275   $ 39,140

Deferred tax liabilities:         -          -

Valuation allowance . . .   (43,275)   (39,140)
                           ---------  ---------
Net deferred tax asset. .  $      -   $      -
                           =========  =========
</TABLE>

     The  income  tax provision differs from the amount of income tax determined
     by  applying  the  U.S.  federal  income  tax  rate  to  pretax income from
     continuing operations for the years ended December 31, 2002 and 2001 due to
     the  following:

<TABLE>
<CAPTION>

                       2002      2001
                     --------  --------
<S>                  <C>       <C>
Book income . . . .  $(3,066)  $(1,884)
State Income Tax. .     (100)        -
Valuation allowance    3,166     1,884
                     --------  --------
                     $     -   $     -
                     ========  ========
</TABLE>

     At  December  31, 2002, the Company had net operating loss carryforwards of
     approximately  $110,000  that  may  be offset against future taxable income
     from  the  year  2002 through 2022. No tax benefit has been reported in the
     December  31,  2002 financial statements since the potential tax benefit is
     offset  by  a  valuation  allowance  of  the  same  amount.

     Due  to  the  change in ownership provisions of the Tax Reform Act of 1986,
     net  operating loss carryforwards for Federal income tax reporting purposes
     are  subject to annual limitations. Should a change in ownership occur, net
     operating  loss  carryforwards  may  be  limited as to use in future years.


                                       21
<PAGE>

                            SICLONE INDUSTRIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2002 and 2001

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     f.  Use  of  Estimates

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

     g.  Newly  Issued  Accounting  Pronouncements

     In  April  2002,  the  FASB  issued  Statement  No. 145 "Rescission of FASB
     Statements  No.  4,  44,  and  62,  Amendment of FASB Statement No. 13, and
     Technical  Corrections"  (SFAS 145). SFAS 145 will require gains and losses
     on  extinguishments  of  debt  to  be  classified  as  income  or loss from
     continuing  operations  rather  than  as  extraordinary items as previously
     required  under Statement of Financial Accounting Standards No. 4 (SFAS 4).
     Extraordinary  treatment  will  be  required for certain extinguishments as
     provided in APB Opinion No. 30. SFAS 145 also amends Statement of Financial
     Accounting  Standards  No.  13  to require certain modifications to capital
     leases  be  treated  as  a  sale-leaseback  and modifies the accounting for
     sub-leases  when  the  original  lessee  remains  a  secondary  obligor (or
     guarantor). SFAS 145 is effective for financial statements issued after May
     15,  2002,  and with respect to the impact of the reporting requirements of
     changes  made  to SFAS 4 for fiscal years beginning after May 15, 2002. The
     adoption of the applicable provisions of SFAS 145 did not have an effect on
     our  financial  statements.

     In  June  2002,  the  FASB  issued Statement No. 146, "Accounting for Costs
     Associated  with  Exit or Disposal Activities." SFAS 146 nullifies Emerging
     Issues  Task  Force  Issue  No.  94-3  "Liability  Recognition  for Certain
     Employee  Termination  Benefits  and  Other  Costs  to  Exit  an  Activity
     (including Certain Costs Incurred in a Restructuring)." SFAS 146 applies to
     costs  associated  with  an  exit  activity that does not involve an entity
     newly  acquired  in  a  business  combination  or  with a disposal activity
     covered  by SFAS 144. SFAS 146 is effective for exit or disposal activities
     that  are  initiated  after  December  31,  2002,  with earlier application
     encouraged.  We are currently reviewing SFAS 146 and intend to implement it
     no  later  than  January  1,  2003.


                                       22
<PAGE>

                            SICLONE INDUSTRIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2002 and 2001

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     g.  Newly  Issued  Accounting  Pronouncements  (Continued)

     In October 2002, the FASB issued Statement No. 147 "Acquisitions of Certain
     Financial Institutions - an amendment of FASB Statements No. 72 and 144 and
     FASB  Interpretation  No.  9"  (SFAS 147). SFAS 147 removes acquisitions of
     financial  institutions  from  the  scope  of  both  Statement  72  and
     Interpretation  9  and requires that those transactions be accounted for in
     accordance  with  FASB  Statements  No. 141, Business Combinations, and No.
     142,  Goodwill  and  Other  Intangible  Assets.  Thus,  the  requirement in
     paragraph  5  of  Statement 72 to recognize (and subsequently amortize) any
     excess  of  the  fair  value  of liabilities assumed over the fair value of
     tangible  and  identifiable intangible assets acquired as an unidentifiable
     intangible asset no longer applies to acquisitions within the scope of this
     Statement.  In  addition,  this  Statement  amends  FASB Statement No. 144,
     Accounting  for the Impairment or Disposal of Long-Lived Assets, to include
     in its scope long-term customer-relationship intangible assets of financial
     institutions such as depositor- and borrower-relationship intangible assets
     and  credit  cardholder  intangible  assets. Consequently, those intangible
     assets  are  subject to the same undiscounted cash flow recoverability test
     and  impairment  loss recognition and measurement provisions that Statement
     144  requires  for other long-lived assets that are held and used. SFAS 147
     is  effective October 1, 2002. The adoption of the applicable provisions of
     SFAS  147  did  not  have  an  effect  on  our  financial  statements.

NOTE  2  -  RELATED  PARTY  TRANSACTIONS

     During  1993,  the Company's president purchased 1,000,000 shares of common
     stock  for  $1,000.  During  1995,  the  Company's  president  purchased an
     additional  11,000,000  shares  of  common  stock  for  $11,000.

     During  1999,  the  Company's  president  loaned  $5,000 to cover operating
     expenses.  During  2000,  the  Company's  president  loaned $5,200 to cover
     operating  expenses.  During 2001, the Company's president loaned $5,512 to
     cover  operating  expenses.  During  2002,  the  Company's president loaned
     $6,000  to  cover operating expenses. Interest has been imputed at 10%. The
     Company  has  accrued  $1,871  of  interest for the year ended December 31,
     2002.  The  amounts  are  due  on  demand.

     During  the  years  ended  December 31, 2002 and 2001 various services were
     contributed  to  the Company by its President. The aggregate value of these
     contributed  services  was  determined  to  be  immaterial to the financial
     statements.

NOTE  3  -  GOING  CONCERN

     The Company's financial statements are prepared using accounting principles
     generally  accepted  in  the United States of America applicable to a going
     concern  which  contemplates  the  realization of assets and liquidation of
     liabilities  in  the  normal  course  of business. However, the Company has
     little  cash and has experienced losses from inception. Without realization
     of  additional  adequate financing, it would be unlikely for the Company to
     pursue  and  realize  its  objectives. The Company intends to seek a merger
     with  an  existing  operating  company.  In  the interim, an officer of the
     Company  has  committed  to  meeting  its  operating  expenses.


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