SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

EWEBCENTRAL.NET, INC.
(Name of small business Issuer in its charter)

Florida *_______* 52-2309726

(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)

1515 University Drive
Suite 111C
Coral Springs, Florida 33071
(561)662-4928
(Address and Telephone Number of Principal Executive Offices and
Principal Place of Business)

Guy T. Lindley, President
1515 University Drive
Suite 111C
Coral Springs, Florida 33071
(561)662-4928
(Name, Address and Telephone Number of Agent for Service)

Copies to:
Edward H. Gilbert, Esq.
Edward H .Gilbert, P.A.
5100 Town Center Circle, Suite 430
Boca Raton, Florida 33486

Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes
effective.

If this Form is filed to register additional securities for an
offering pursuant to 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ( )

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )

If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )

If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ( )

CALCULATION OF REGISTRATION FEE

Title of Amount to be Proposed Proposed Amount of
each class registered maximum maximum registra-
of offering aggregate tion fee
securities price per offering
to be Share (1) price (1)
registered

Common 1,000,000 $1.00 $1,000,000 $239.00
Stock, shares
$.0001 par
value

(1) Estimated solely for purpose of calculating the registration fee.

The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2002

PROSPECTUS
EWEBCENTRAL.NET, INC.

1,000,000 shares of Common Stock
$1.00 per share

Per Share Minimum Maximum

Initial Offering $1.00 $100,000 $1,000,000
Price to Public

Commissions $0.00 -0- -0-

Proceeds to $1.00 $100,000 $1,000,000
Ewebcentral.net

This is our initial public offering. There has never been a public
market for our common stock and we have arbitrarily determined the
offering price.

We are offering the shares on a best efforts basis. We are making
the offering through our president, who will not be compensated for
offering the shares. Unless we receive paid subscriptions for at
least 100,000 shares by May 31, 2002, no shares will be sold and all
proceeds will be returned to subscribers, without interest. If we
sell at least 100,000 shares by that date, we may extend our
offering until the earlier of October 31, 2002 or the time that all
1,000,000 shares are sold.

AN INVESTMENT IN THE SHARES INVOLVES SUBSTANTIAL RISKS AND IS
SPECULATIVE. SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS
PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is February 11 , 2002
IN MAKING A DECISION WHETHER TO BUY OUR COMMON STOCK, YOU SHOULD
ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY DIFFERENT OR OTHER
INFORMATION. THE INFORMATION IN THIS PROSPECTUS MAY ONLY BE
ACCURATE ON THE DATE OF THIS PROSPECTUS.
PROSPECTUS SUMMARY

Because this is only a summary, it does not contain all of the
information that may be important to you. Before deciding whether to
invest in our common stock, you should carefully read the entire
prospectus. In this prospectus, references to "we," "us" and "our"
refer to Ewebcentral.net, Inc..

OUR PROPOSED BUSINESS

Our mission is to become "America's Corporate Employee Partner" by
designing, implementing and maintaining an online employer/employee
information service network. To achieve our mission, we intend
first to develop an internet site designed to be a commercially
viable, dynamic and informative employer/employee news site.
Initially, our site will be a limited news digest service that
generates its content by selecting the best available information
published by others from around the world. We believe that such a
digest of key stories will be a valuable resource to site visitors
and will serve as the keystone to our internet presence.

We intend to launch our initial internet site through the internet
super hub of an undetermined third party based upon the
recommendations of Corporate Ventures Network (the "Consultant").
After we launch our initial internet site, we intend to add various
types of information relating to employer/employee relations which
we intend to benefit both employers and employees. As a result, we
anticipate that our site will attract the attention of many national
employers as well as a broad spectrum of employees.

We intend to expand our internet presence by constructing a
independent internet site. In addition to the news digest service
and employer/employee relations information we anticipate will
already be provided on our internet site, we expect our independent
internet site to include additional types of human resource
information; sales and marketing information; additional advertising
and promotional information; and information relating to products
and services we expect to offer for sale. With these additional
offerings, we anticipate our independent web site will enjoy
increased audience attention and a larger internet audience,
providing us with greater potential for increased revenues.

CORPORATE INFORMATION

We are a Florida corporation formed on April 2, 2001.

Our executive offices are located at 1515 University Drive, Suite
111C, Coral Springs, Florida 33071 and our telephone number is (561)
662-4928.

OUR OFFERING

Common stock offered by us 1,000,000 shares. The minimum
purchase is 1,000 shares.

Public offering price of $1.00 per share.
shares being offered by us

Offering Period Unless we receive paid
subscriptions for at least
100,000 shares by May 31, 2002,
no shares will be sold and all
proceeds will be returned to
subscribers, without interest.
If we sell at least 100,000
shares by that date, we may
extend our offering until the
earlier of October 31, 2002 or
the time that all 1,000,000
shares are sold.

Common stock to be outstanding 1,100,000 shares if 100,000
after the offering shares are sold or 2,000,000
shares if 1,000,000 shares are
sold.

Use of proceeds We intend to use the net
proceeds primarily to pay fees
to our consultant and to pay
for software development,
advertising and promotional
expenses and other operating
expenses, and other general
corporate purposes. See "Use of
Proceeds."

We initially intend to offer our shares in the states of Florida and
New York, although we may expand our offering to other states.

SUMMARY FINANCIAL INFORMATION

BALANCE SHEET

September 30, 2001

TOTAL ASSETS $4,970

STOCKHOLDERS' EQUITY (Deficiency) ($57,582)

RISK FACTORS

An investment in our common stock involves substantial risks. You
should consider carefully the following information about these
risks, together with the financial and other information contained
in this prospectus, before you decide whether to buy our common
stock. Additional risks and uncertainties may also impair or
preclude our proposed business operations. If any of these risks
actually occur, our business, financial condition and results of
operations would likely suffer. In such case, you might lose all or
part of your investment.

RISKS RELATED TO OUR PROPOSED BUSINESS

BECAUSE WE HAVE NO OPERATING HISTORY AND OUR OFFICER HAS NO PRIOR
EXPERIENCE IN THE MANAGEMENT OF AN INTERNET SERVICE COMPANY, THERE
IS NO BASIS ON WHICH YOU CAN EVALUATE OUR PROPOSED BUSINESS AND
PROSPECTS.

* We were incorporated under the name "eWebcentral.net,
Inc." on April 2, 2001.

* We are a development stage company and have never had any
significant operations other than preliminary research and
testing of our internet products.

OUR PROSPECTS FOR SUCCESS MUST BE CONSIDERED IN THE LIGHT OF THE
EXTRAORDINARY RISKS, UNFORESEEN EXPENSES AND PROBLEMS THAT
DEVELOPMENT STAGE COMPANIES NORMALLY ENCOUNTER.

* We must successfully complete the research, development
and testing of our internet products while overcoming the
challenges associated with establishing and maintaining
new relationships, implementing our business and marketing
strategy, fully implementing our internet site, developing
new products, responding to competitive developments, and
attracting, retaining and motivating qualified personnel,
among other things.

* If we fail to accomplish some or all of our goals, our
business will not develop and you will lose your investment.

BECAUSE OF THE LIMITED CAPITAL AVAILABLE TO US FOR THE FORESEEABLE
FUTURE, WE MAY NOT HAVE SUFFICIENT CAPITAL TO REMAIN IN EXISTENCE.

* We will incur legal and accounting expenses to comply with
our reporting obligations to the SEC.

* We will be obligated to pay our operating expenses as they
arise.

* If we fail to pay the required annual fees to the State of
Florida, we will be dissolved and cease to exist.

IF WE NEED TO RAISE ADDITIONAL FUNDS, THE FUNDS MAY NOT BE AVAILABLE
WHEN WE NEED THEM.

* We cannot assure you that additional financing will be
available when needed on favorable terms, or at all.

* If the funds are not available when we need them, we may
be forced to terminate our business.

WE MAY NOT EVER GENERATE SUFFICIENT REVENUES TO ACHIEVE PROFITABILITY.

* Even if we are able to commence our business, we cannot
assure you that we will achieve profitability; and if we
achieve profitability, we cannot assure you that we can
sustain or increase profitability in the future

THE CONSULTING AGREEMENT IS A CORNERSTONE UPON WHICH WE HAVE BASED
OUR ABILITY TO IMPLEMENT OUR PLAN OF OPERATION, BUT OUR CONSULTANT
CAN TERMINATE THE CONSULTING AGREEMENT.

* If our Consultant terminates the Consulting Agreement, you
can expect to lose your entire investment.

WE WILL BE TOTALLY DEPENDENT ON THIRD-PARTY PROVIDERS FOR MANY OF
OUR PROPOSED BUSINESS ACTIVITIES.

* We will not maintain an inventory in any product line and
will need to establish and maintain strategic
relationships with a wide array of vendors and
distributors, among others, for all product fulfillment.

* If we are unable to establish and maintain relationships
with a wide array of vendors and distributors or if any
one or more of our strategic relationships is discontinued
for any reason, our business will not develop, or if
developed, our business will be hurt.

IF WE ARE UNABLE TO ESTABLISH AND MAINTAIN A COMPANY IDENTITY, WE
MAY BE UNABLE TO ATTRACT VISITORS TO OUR INTERNET SITE.

* Due to the growing number of internet sites and the low
barriers to entry, we believe the importance will increase
of establishing and maintaining a company identity for the
purpose of attracting and expanding internet traffic and
commerce relationships.

* If we are unable to attract visitors to our internet site
because we have been unable to establish and maintain a
company identity, our business will not develop or will
suffer.

WE EXPECT TO COMPETE WITH MANY LARGER, ESTABLISHED AND WELL FINANCED
COMPANIES.

* Substantially all of our expected competitors have greater
financial resources, technical expertise and managerial
capabilities than we do.

* If we are unable to compete successfully against our
competitors, our business, financial condition and
operating results will suffer.

WE WILL NEED ADDITIONAL CAPITAL IN A SHORT PERIOD OF TIME WHICH MAY
NOT BE AVAILABLE TO US.

* We anticipate that our the net proceeds from this offering
will be sufficient to meet our anticipated capital
requirements for less than six months.

* Unless we are able to raise additional substantial capital
within six months after conclusion of this offering, you
can expect to lose your investment.

* If additional funds are raised through the issuance of
equity securities, the percentage ownership of our
stockholders will be reduced; stockholders may experience
additional dilution; and those securities may have rights,
preferences or privileges senior to those of the rights of
the holders of our common stock.

* We cannot assure you that additional financing will be
available on terms favorable to us, if at all.

WE ARE DEPENDENT ON OUR OFFICERS, ALTHOUGH WE HAVE NO EMPLOYMENT
AGREEMENTS WITH THEM AND CANNOT PAY THEM ANY COMPENSATION UNLESS WE
OBTAIN ADDITIONAL CAPITAL.

* Because our potential success is dependent upon, among
other things, the personal efforts, abilities and business
relationships of our officers, if any of them was to
terminate employment with us or become unable to be
employed before a qualified successor, if any, could be
found, we would be materially adversely affected.

* We do not maintain "key person" insurance on any of our
officers.

OUR BOARD OF DIRECTORS CAN ISSUE SHARES OF "BLANK CHECK" PREFERRED
STOCK WITHOUT FURTHER ACTION BY OUR STOCKHOLDERS.

* Our Board of Directors has the authority, without further
action by the stockholders, to issue up to 20,000,000
shares of preferred stock in one or more series and to fix
the rights, preferences, privileges and restrictions of
the preferred stock, including:

* dividend rights;

* conversion rights;

* voting rights, which may be greater or lesser than
the voting rights of the common stock;

* rights and terms of redemption;

* liquidation preferences; and

* sinking fund terms.

* The issuance of shares of preferred stock could adversely
affect the voting power of holders of common stock and the
likelihood that these holders will receive dividends and
payments upon liquidation of our company and could have
the effect of delaying, deferring or preventing a change
in control of our company.

WE EXPECT TO DERIVE A SIGNIFICANT PORTION OF OUR REVENUES FROM
INTERNET ADVERTISING AND ELECTRONIC COMMERCE.

* We have not yet earned any revenues from Internet
advertising and electronic commerce, and we have only a
limited operating history with which to evaluate our
potential for success in generating revenues from Internet
advertising and electronic commerce.

* Our website is not yet operational or accessible to the
public, and if we are unable to establish our website
operations or make it accessible to the public, our
business will not develop.

* We have not yet established relationships with companies
that want to market their products and services on our
website, and if we are unable to establish relationships
with such companies, our business will not develop.

WE EXPECT TO BE DEPENDENT UPON THE AVAILABILITY OF AN ADEQUATE
INTERNET INFRASTRUCTURE AND COMPLEMENTARY PRODUCTS.

* In order for prospective buyers to use our projected
internet site, we expect there must exist an internet
infrastructure and complementary products to ensure
adequate internet security, reliability, cost, ease of
use, access and quality of service, among other factors.

* We expect the performance of our projected internet site
to be dependent upon third-party products and services
such as web browsers, high speed modems, internet service
providers and internet backbone providers for access to
our products and services.

* If the internet were to become regularly unavailable for
many hours at a time, frequently unavailable or very slow
due to an inadequate infrastructure or complementary
products, the growth of internet use might be impacted,
there would be less traffic on our internet site, and our
business would suffer.

WE EXPECT TO BE DEPENDENT UPON RELATIVELY CONSTANT TECHNOLOGY AND
INDUSTRY STANDARDS.

* In the event of widespread changes in technology or the
online consumer network industry, we could be required to
incur substantial costs to modify or adapt our services.

* We may not be able to afford the cost of such
modifications or adaptations, difficulties could delay or
prevent them, or they may not satisfy the requirements
caused by the changes.

* If we were unable to keep pace with widespread changes in
technology or the online consumer network industry, our
business would suffer.

WE WILL RELY ON PROTECTIVE MEASURES TO PROTECT OUR INTELLECTUAL
PROPERTY.

* The software we intend to develop for the online consumer
network will constitute our intellectual property, and we
will rely on trade secrets, copyright law, and employee
and third-party nondisclosure agreements, among other
things, to protect our intellectual property.

* These measures may not provide meaningful protection, in
which case our business would suffer.

* Additionally, if we were to infringe upon the intellectual
property rights of others, we could become subject to
lawsuits or be forced to modify our services at a
substantial cost, in which case our business would suffer.

EXPERIENCED PROGRAMMERS OR "HACKERS" MIGHT ATTEMPT TO PENETRATE OR
PENETRATE OUR NETWORK SECURITY.

* We might be required to expend significant capital to
protect ourselves against the threat of such security
breaches or to alleviate problems caused by such security
breaches.

* Concerns over the insecurity of internet transactions
might inhibit the growth of internet use generally.

* Security breaches or the inadvertent transmission of
computer viruses could expose us to a risk of loss or
litigation and possibly liability.

* A breach in our network security would hurt our business,
results of operations and financial condition.

WE MAY BE UNABLE TO ATTRACT, RETAIN AND MOTIVATE HIGHLY SKILLED
EMPLOYEES.

* Competition for personnel in the computer industry is
intense.

* Because of our limited resources, we may not be able to
compensate our employees at the same level as our
competitors.

* If we are unable to attract, retain and motivate highly
skilled employees, our business will suffer.

OUR EXECUTIVE OFFICERS WILL SERVE US ON A PART TIME BASIS, DEVOTING
ONLY SUCH TIME TO US AS THEY BELIEVE IS NECESSARY.

* We will not have full-time management until such time, if
any, as we employ executive officers on a full-time basis.

* We cannot assure you that we will have the financial
resources to hire full-time personnel when they are needed
or that qualified personnel will then be available.

WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR ANTICIPATED GROWTH.

* If we are successful in developing our internet site,
attracting users and selling products, our growth will
place a significant strain on our technical, financial and
managerial resources. We may have to implement new
operational and financial systems and procedures, and
controls to expand, train and manage employees and to
coordinate our technical, accounting, customer support,
finance, marketing and sales staffs.

* If we are unable to effectively manage our anticipated
growth, our business will suffer.

IT IS POSSIBLE THAT LAWS OR REGULATIONS MIGHT BE ENACTED OR ENFORCED
THAT MIGHT IMPACT OUR OPERATIONS ADVERSELY.

* Few laws or regulations currently exist that are directly
applicable to access to or commerce on the internet.

* There can be no assurance that laws or regulations
concerning issues such as user privacy, pricing, and the
characteristics and quality of products and services,
among others, will not be enacted or enforced.

* The adoption of laws or regulations affecting the online
consumer network industry could decrease growth in the
industry or the internet generally, which could in turn
decrease demand for our products and services and increase
our cost of doing business or otherwise hurt our business,
prospects, operating results and financial condition.

* Applicability to the internet of existing laws or
regulations governing issues such as property ownership,
sales and other taxes, libel and personal privacy is
uncertain and may take years to resolve.

* We cannot predict the extent to which any regulation that
may be enacted or enforced in the future might impact our
business.

WE ARE DEPENDENT ON INCREASING NUMBERS OF USERS OF OUR WEBSITE FOR
THE SUCCESS OF OUR BUSINESS.

* If Internet usage of our website does not grow or if it
grows more slowly than we anticipate, our business will
suffer.

WE ARE DEPENDENT ON THE INTERNET AS A WIDELY ACCEPTED MEDIUM FOR
ADVERTISING AND COMMERCE FOR THE SUCCESS OF OUR BUSINESS.

* Internet advertising and electronic commerce are new and
rapidly evolving services on the Internet.

* Because Internet advertising and electronic commerce are
new and rapidly evolving, we do not know the probability
of our success in earning revenues from these services as
compared with traditional media sources.

* Companies may choose not to advertise on our website if
they do not like our demographic audience or if they think
their advertising on our website will not be effective.
If companies choose not to advertise on our website, our
business will suffer.

RISKS RELATED TO THIS OFFERING

THERE HAS NOT BEEN AND MAY NEVER BE A VIABLE PUBLIC MARKET FOR OUR
COMMON STOCK, AND IF A VIABLE PUBLIC MARKET DOES NOT DEVELOP, YOU
WILL NOT BE ABLE TO SELL YOUR SHARES EASILY, IF AT ALL.

* There has not been and we cannot predict the extent to
which investor interest in our company will lead to the
development of a trading market for our shares or how
liquid that market might become.

* The public offering price for the shares was determined
solely by us and bears no relationship to our book value,
projected earnings, results of operations, net asset value
or any other objective criteria of value. The public
offering price for the shares may not be indicative of
prices that will prevail in the trading market, if one
develops. The market price of our common stock, if any,
may decline below the public offering price.

THE LARGE NUMBER OF SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS
OFFERING CAN BE EXPECTED TO ADVERSELY AFFECT THE PRICE THAT WILL
PREVAIL IN THE TRADING MARKET, IF ONE DEVELOPS.

* If a public market develops for our common stock, sales of
significant amounts of our common stock in the public
market or the perception that such sales will occur could
materially adversely affect the market price of the common
stock or our ability to raise capital through future
offerings of equity securities.

IF A PUBLIC MARKET DEVELOPS FOR OUR COMMON STOCK, OUR SHARES MAY
EXPERIENCE EXTREME PRICE FLUCTUATIONS.

* The stock market has experienced significant price and
volume fluctuations and the market prices for publicly
traded securities have been highly volatile.

* The market prices have not necessarily been related to
the operating performance of the affected companies.

* The additional burdens imposed upon broker-dealers may
discourage broker-dealers from effecting transactions in
our common stock, which could severely limit its liquidity.

INVESTORS IN THE OFFERING WILL INCUR SUBSTANTIAL IMMEDIATE DILUTION.

* The public offering price of our common stock is
substantially higher than the net tangible book value per
share of the common stock will be immediately after this
offering.

* If you purchase our common stock in this offering, you
will incur immediate dilution of approximately $.91 in the
net tangible book value per share of common stock from the
price you paid for the common stock if 100,000 shares are
sold or $.50 if 1,000,000 shares are sold.

THE INTERESTS OF OUR CONTROLLING STOCKHOLDERS COULD CONFLICT WITH
THOSE OF OUR OTHER STOCKHOLDERS.

* Unless all of the shares offered are sold, following
completion of this offering, our present shareholders will
own or control more than a majority of our outstanding
common stock; and even if all shares are sold, our present
shareholders will own and control fifty percent of our
outstanding common stock.

* These stockholders may be able to influence the outcome of
stockholder votes, including votes concerning the election
of directors, amendments to our charter and bylaws and the
approval of significant corporate transactions such as a
merger or a sale of our assets. In addition, the
controlling influence could have the effect of delaying,
deferring or preventing a change in control of our
company.

WE HAVE NEVER PAID DIVIDENDS TO OUR SHAREHOLDERS, AND WE DO NOT
ANTICIPATE THAT WE WILL PAY ANY DIVIDENDS TO OUR SHAREHOLDERS IN THE
FORESEEABLE FUTURE.

* Our future policy on payment of dividends will be
determined by the Board of Directors based upon a
consideration of our earnings, if any, our future capital
needs and other relevant factors.

WE HAVE BROAD DISCRETION IN THE APPLICATION OF PROCEEDS, WHICH MAY
INCREASE THE RISK THAT THE PROCEEDS WILL NOT BE APPLIED EFFECTIVELY.

* We have not determined specific uses for portions of the
net proceeds. Accordingly, investors will be relying on
management's judgment with only limited information about
our specific intentions regarding the use of proceeds. Our
failure to apply the funds effectively would have a
material adverse effect on the development and
continuation of our business.

ANTI-TAKEOVER PROVISIONS COULD MAKE A THIRD-PARTY ACQUISITION OF US
DIFFICULT.

* Certain provisions of the Florida Business Corporation Act
may delay, discourage or prevent a change in control.

* The provisions may discourage bids for our common stock at
a premium over the market price, if any, and may adversely
affect the market price and the voting and other rights of
the holders of our common stock.

FORWARD-LOOKING STATEMENTS

Many statements made or incorporated by reference in this prospectus
are "forward-looking statements". These forward-looking statements
include statements about:

* our ability to make an acquisition

* our capital needs

* the competitiveness of the business in our industry

* our strategies

* other statements that are not historical facts

When used in this prospectus, the words "anticipate," "believe,"
"expect," "estimate," "intend" and similar expressions are generally
intended to identify forward-looking statements. Because these
forward-looking statements involve risks and uncertainties, there
are important factors that could cause our actual results to differ
materially from those expressed or implied by these forward-looking
statements, including:
* changes in general economic and business conditions

* actions of our competitors

* the time and expense involved in development activities

* changes in our business strategies

* other factors discussed in the "Risk Factors" section and
elsewhere in this prospectus.

The forward-looking statements in this prospectus reflect what we
currently anticipate will happen. What actually happens could differ
materially from what we currently anticipate will happen. We are not
promising to make any public announcement when we think
forward-looking statements in this prospectus are no longer accurate
whether as a result of new information, what actually happens in the
future or for any other reason.

USE OF PROCEEDSThe proceeds we will
receive from the sale of 100,000 will be $100,000 or $1,000,000 if
1,000,000 shares are sold. We will not utilize any portion of the
proceeds unles we sell 100,000 shares. We intend to use the
proceeds in the order of priority shown in the following table:

Amount if Amount if
100,000 1,000,000
shares are shares are
sold sold

Gross proceeds $100,000 $1,000,000

Estimated offering expenses $32,000 $32,000

General and administrative expenses, $5,000 $5,000
including legal and accounting fees
and administrative support expenses
incurred in connection with our
reporting obligations with the SEC

Repayment of debt due $0 $28,000

Payment of liabilities $0 $100,000

Payment of Consulting Fees $0 $100,000

Working capital and other business $65,000 $735,000
purposes

Our officers and directors have verbally agreed to bear the expenses
of the offering until the time, if any, that funds are available to
us from this offering. Our legal fees in connection with this
offering are $25,000. We cannot now estimate our future legal fees.
Pending use, we intend to invest the proceeds received in one or
more of the following:

* an obligation that constitutes a "deposit," as that term
is defined in section 3(1) of the Federal Deposit
Insurance Act;

* securities of any qualifying money market mutual fund; or

* securities that are direct obligations of or obligations
guaranteed as to principal or interest by the United
States; provided the securities can be readily sold or
otherwise disposed of for cash at the time required
without any dissipation of offering proceeds invested.

DIVIDEND POLICYWe have never declared or
paid any cash dividends on our capital stock and do not anticipate
paying any cash dividends on our capital stock in the foreseeable
future. Future dividends, if any, will be determined by our Board
of Directors. In addition, we may incur indebtedness in the future
which may prohibit or effectively restrict the payment of dividends,
although we have no current plans to do so.

DILUTION

Amount if Amount if
100,000 1,000,000
shares are shares are
sold sold

Net tangible book value per share on ($0.06) ($0.06)
September 30, 2001

Net tangible book value per share on $0.01 $0.46
September 30, 2001 if the shares
were sold on that date

Amount of increase in net tangible $0.07 $0.51
book value per share attributable to
cash payments made by purchasers of
the shares being offered

Amount of the immediate dilution $0.99 $0.54
from the public offering price that
will be absorbed by purchasers

Cash contribution of purchasers $100,000 $1,000,000

Cash contribution of officers, $100 $100
directors, founders and affiliates

Price per share paid by officers, $0.0001 $0.0001
directors, founders and affiliates

Price per share to be paid by $1.00 $1.00
purchasers of shares in this offering

The immediate and substantial dilution could adversely affect the
value of the shares.

MANAGEMENT'S PLAN OF OPERATION

The following should be read in conjunction with our financial
statements and the related notes that appear elsewhere in this
prospectus. The discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could
differ materially from those discussed in the forward-looking
statements. Factors that could cause or contribute to these
differences include, but are not limited to, those discussed below
and elsewhere in this prospectus, particularly in "Risk Factors."

We have not had any revenues since inception. Our objectives are to
design, implement and maintain an online employer/employee
information service network.

Our ability to continue as a going concern is dependent upon the
completion of this offering. In view of the limited amount of funds
available to us, we may exhaust our limited financial resources
before our objectives have been accomplished.

All of our working capital needs subsequent to this offering will be
attributable to the design, implementation and maintenance of an
online employer-employee information service network. Operations
related to these activities may be hampered by our limited resources.

We do not expect to purchase or sell any significant equipment and
do not expect any significant changes in the number of our employees.

PROPOSED BUSINESS

BACKGROUND

We are a Florida corporation formed under the name of
"Ewebcentral.net, Inc" on April 2, 2001.

Initially, our site will be a limited news digest service that
generates its content by selecting the best available information
published by others from around the world. We believe that such a
digest of key stories will be a valuable resource to site visitors
and will serve as the keystone to our internet presence.

We intend to launch our initial internet site through the internet
super hub of an undetermined third party based upon the
recommendations of our Consultant. After we launch our initial
internet site, we intend to add various types of information
relating to employer/employee relations which we intend to benefit
both employers and employees. As a result, we anticipate that our
site will attract the attention of many national employers as well
as a broad spectrum of employees.

THE INDUSTRY

Growth of the Internet

The internet has emerged as a global medium, enabling millions of
people worldwide to share information, communicate and conduct
business electronically. Recent studies by Ziff-Davis Market
Intelligence report that more than 23 million United States
households are connected to the internet, and almost 16 million of
those households are participating in electronic commerce. Growth
of the internet is expected to be driven by the growing number of
personal computers installed in homes and offices, the decreasing
cost of personal computers, easier, faster and cheaper access to the
internet, improvements in network infrastructure, the proliferation
of internet content, and the increasing familiarity with and
acceptance of the internet by businesses and consumers. The
internet possesses a number of unique characteristics that
differentiate it from traditional media: a lack of geographic or
temporal limitations; real-time access to dynamic and interactive
content; and instantaneous communication with a single individual or
groups of individuals. As a result of these characteristics,
internet usage is expected to continue to grow rapidly. The
proliferation of users, combined with the internet's broad reach and
lower cost of marketing, have created a powerful direct sales and
marketing channel.

Electronic Commerce

The growth of internet usage overall represents a significant
opportunity for businesses to conduct commerce over the internet.
One factor fueling this projected growth is the increasing variety
of transactions that take place on the internet. Initially,
companies focused on facilitating internet transactions between
businesses. More recently, however, a number of companies have
targeted business-to-consumer transactions. These companies
typically use the internet to offer standard products and services
that can be easily described with graphics and text and that do not
necessarily require the physical presence of the product or service
for purchase, such as software, books, music compact discs,
videocassettes, home loans, airline tickets, online banking and
stock trading. The internet allows these companies to develop
one-to-one relationships with customers worldwide without making
significant investments in traditional infrastructure such as retail
outlets, vendor networks and sales personnel.

The Direct Marketing Opportunity

The same advantages that facilitate the growth of electronic
commerce and advertising make the internet a compelling medium for
direct marketing campaigns. Direct marketing over the internet uses
electronic mail to reach potential buyers, potentially offering them
a significantly broader selection of products and services than is
available locally. Internet-based direct marketing also allows
marketers to rapidly collect meaningful demographic information and
feedback from consumers and to use this information to tailor new
messages quickly. Registration information typically collected by
internet sites and user involvement in topical electronic commerce
networks of interest provide additional demographic information.
This additional demographic information offers businesses the chance
to increase the effectiveness of their direct marketing campaigns,
which may translate into higher sales. Furthermore, the costs of
direct marketing through electronic mail are dramatically lower than
those of traditional direct marketing techniques. As a result,
internet-based direct marketing campaigns can be profitable at
response rates that are a fraction of the rates for traditional
campaigns.

Our Solution

We intend to use the unique characteristics of the internet to
cost-effectively create an employer/employee information service
network; a channel through which we can solicit and obtain new
business for our anticipated strategic partners; and ultimately a
platform through which we can market our own products. By offering
our visitors a site that offers dynamic and informative
employer/employee news and information and a variety of
competitively priced company-branded product offerings, we believe
that we can create an innovative online sales source with low
customer acquisition costs. We anticipate that the key elements of
our marketing and development plan will be:

* Source of Significant Employment Information.

We hope to become "America's Corporate Employee Partner" by
designing, implementing and maintaining an online employer/employee
information service network that provides dynamic and informative
employer/employee news and information. We anticipate that our
initial internet site will feature a limited news digest service
that will generate its content by selecting the best available
information published by others from around the world. We believe
that such a digest of key stories is a valuable resource to site
visitors and will serve as the keystone to our internet presence.

* Development of a Detailed Member Database.

We expect to gather a significant base of information about our
members through registration information, responses to beta tests
and purchasing information obtained from third parties. As our
internet site's visitors become members of our online consumer
network and as we obtain purchasing history data, we anticipate that
we will be able to use this data to target offers, increase our
range of product offerings and encourage future transactions and
involvement with our online consumer network.

* Customer Convenience.

We intend to provide attractive electronic commerce opportunities
for potential purchasers. We expect our order processing services
to be available 24 hours a day, seven days a week, which we
anticipate will facilitate "on demand" purchases. In addition, we
anticipate that potential purchasers will be able to reach our
internet site from either their home or office. Furthermore, we
anticipate that our third-party vendors will ship the products
purchased on our internet site directly to the address designated by
the purchaser, eliminating the need for the purchaser to travel to
the product's source and thereby enhancing purchasing convenience,
particularly for potential purchasers in rural locations without
ready access to retail stores.

THE PRODUCTS

Newsletter Subscriptions

We expect our newsletter to be offered both in print and online and
to contain internet employment news, as well as general news
coverage for employers and employees. We expect the newsletter to
be a monthly publication that can be delivered either through the
U.S. postal service or via e-mail.

News Service

We anticipate that our customized news service will be designed to
provide late breaking news directly to our customers via e-mail.
This news service will be designed to meet the needs of employers
and employees who require the most current information available.

Video and Audio Tapes

We expect to develop and sell company-branded video and audio tapes,
the content of which will be specifically focused toward employer
and employee relations. We also expect to create and offer several
special reports of current topics of interest.

On-Line Store

Our online store is expected to offer a wide variety of books,
magazines, tapes, and specialty items, as well as our anticipated
company-branded books, newsletters and audio and video tapes.

Get Listed

We expect to offer banner advertising and link connections from our
internet site to customers through the "Get Listed" program of one
of our strategic partners.

STRATEGY

Our objective is to develop a sizeable internet audience and create
an online consumer network that will provide prospective buyers with
incentives to participate in electronic commerce. Our key
strategies are expected to focus on the following factors:

Growth

We plan to increase revenues by:

* significantly increasing our customer base by providing an
informative, up-to-date source of employment services
information at no cost to site visitors;

* offering a broad and expanding array of company-branded
products at competitive and discounted prices; and

* soliciting and obtaining business for our strategic partners.

Building Strong Company Recognition

We believe that establishing and leveraging our employment
information system is critical for our ultimate success. We intend
to develop our site recognition through effective marketing and
promotion and high-quality customer service.

Promoting Repeat Usage and User Loyalty

We believe that community-based internet sites have the inherent
potential to create and retain a loyal user base, particularly when
combined with the provision of valuable information and purchasing
incentives. We intend to promote repeat usage by continuously
expanding our information systems and product offerings.

Future Products and Services

We have a wide range of concepts that we believe will enhance our
market presence, and we hope to continually develop and implement
new and innovative products and services.

Maintaining and Improving Technological Focus and Expertise

We believe that a highly advanced and well functioning internet site
is critical to our ultimate success. We intend to remain committed
to internet site reliability and accessibility and to make
continuous enhancements to our technology, including upgrading and
expanding server and networking infrastructure, increasing fault
tolerance and improving internet connections. In addition, we
intend to increase the efficiency of our information services,
transaction processing and fulfillment operations and the
sophistication of our direct marketing campaign management software.

Establishing Vendor Relationships

We anticipate that we will be dependant on third-party vendors and
distributors for all product fulfillment and that we will not
maintain an inventory in any product line. Accordingly, we
anticipate that we will need to establish and maintain relationships
with a broad range of vendors and distributors in order to offer
potential purchasers a substantial product mix at competitive and
discounted prices. We view our vendor and distributor relationships
as key to our overall success and intend to pursue agreements with
third-party vendors and distributors that can provide competitively
priced and discounted products with value-added services to us.

AGREEMENTS

Consulting Agreement

Our entire initial growth strategy is based upon services that will
be provided to us under a consulting agreement (the "Consulting
Agreement") that we have entered into with our Consultant, through
which the Consultant will design, implement and test our internet
products. Our Consultant is engaged to design, develop and create
web pages; maintain our internet site and obtain web hosting
services, electronic commerce programming services, internet
technology consulting services; provide data management, internet
training, internet marketing; establish a company identity and
presence; and develop and implement an effective internet marketing
campaign. The Consulting Agreement is effective for a term of one
year and is automatically renewable; however it may be terminated by
either the Consultant or us upon written notice.

Lease Agreement

We have no written lease agreement as to the office space that we
occupy. We utilize certain facilities without charge provided to us
by our sole director and officer.

COMPETITION

We expect to compete with international, national, regional and
local internet service providers. Virtually all of such competitors
have greater financial, marketing and other resources than we do.
Accordingly, we may face a competitive disadvantage in responding to
our competitors' pricing strategies, technological advances,
advertising campaigns and other initiatives. Limitations due to the
number of vendors, distributors and others willing to deal with a
small-sized business and the terms on which we may be able to obtain
materials could place us at a competitive disadvantage.

GOVERNMENTAL REGULATION

There are currently few laws or regulations that are directly
applicable to internet access or electronic commerce. However, it
is possible that a number of laws and regulations may be adopted
with respect to the internet, covering issues such as user privacy,
pricing, and characteristics and quality of products and services.
The adoption of laws or regulations applicable to our business could
decrease the growth of the online consumer network industry or the
internet, which could in turn decrease the demand for our services
and increase our cost of our doing business. Furthermore, the
applicability to the internet of existing laws in various
jurisdictions governing issues such as property ownership, sales and
other taxes, libel and personal privacy is uncertain and may take
years to resolve.

EMPLOYEES

We currently have no full-time employees. Our only employees are
our executive officers, who are also employed by third-party
companies and devote the portion of their time that they deem
necessary to our affairs.

FACILITIES

The Company's principal executive offices are located at 1515
University Drive, Suite 111C, Coral Springs, Florida 33071.

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following sets forth certain information with respect to our
executive officers and directors. Each director holds such position
until the next annual meeting of our shareholders and until his
respective successor has been elected and qualifies.

NAME AGE POSITIONS

Guy T. Lindley 56 Director, President, Secretary,
Treasurer

Any of our directors may be removed with or without cause at any
time by the vote of the holders of not less than a majority of our
then outstanding common stock. Officers are elected annual by the
Board of Directors. Any of our officers may be removed with or
without cause at any time by our Board of Directors.

Dr. Lindley is one of our founders and has held his position with us
since our inception.

GUY T. LINDLEY - DIRECTOR, PRESIDENT, SECRETARY, TREASURER

Guy T. Lindley holds a Bachelor of Science degree with a major in
corporation finance from Georgia State University, and a doctor of
medicine degree from Universidad Eugenia Maria De Hostos, University
of Miami School of Medicine (International Studies). He has also
participated in the Georgia State University Master in Business
Administration program by taking courses in international finance,
management and accounting. From 1993 to 1996, Dr. Lindley has served
as Executive Vice President and Chief Operating Officer of Conquest
Sun Airlines, Inc., where he was involved in the development and
management of the certification team for certain aircraft operated
by the airline. From 1996 to 2001, Dr. Lindley served as President
of Sun Express Group, Inc.

Dr. Lindley does not devote his entire time to us. He does intend
to regularly to discuss our affairs and to review the status of our
business operations. Any conflicts of interest that arise affecting
Dr. Lindley and us will be resolved by him in a manner that he deems
will be fair. You may not agree with his determination. If you
have any doubt about the abilities or integrity of Dr. Lindley, you
should not purchase any shares.

Executive Compensation of our Executive Officers

We have no agreements relating to compensation with Dr. Lindley,
including consulting agreements. The compensation of our executive
officers will be determined by our Board of Directors. Our
executive officers have verbally agreed to defer the payment of any
compensation from us as an executive officer until the time, if any,
that we obtain sufficient capital through this offering or otherwise.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of January 31,
2002 with respect to any person who is known to us to be the
beneficial owner of more than 5% of our common stock, which is the
only class of our outstanding voting securities and as to each class
of our equity securities beneficially owned by our directors and
officers and directors as a group:

NAME OF BENEFICIAL OWNER AMOUNT OF SHARES APPROXIMATE
BENEFICIALLY PERCENT OF
OWNED CLASS

Guy T. Lindley 150,000 15.0%
411 Lighthouse Drive
Palm Beach Gardens, FL 33410

James Young 115,000 11.5%
416 Gulf Road
North Palm Beach, FL 33409

Clara Sneath 225,000 22.5%
3520 S.W. 104th Avenue
Miami, FL 33165

Greg Rice 155,000 15.5%
5010 N.E. 141st Avenue
Vancouver, WA 98682

Bonnie Crum 205,000 20.5%
23 Skyline Drive
W. Springfield, MA 06089

Edward H Gilbert 150,000 15.0%
5100 Town Center Circle
Suite 430
Boca Raton, FL 33486

Officers and Directors as a 150,000 15.0%
Group (1 person)

CERTAIN TRANSACTIONS

In April of 2001 we issued an aggregate of 1,000,000 shares to our
founders.

DESCRIPTION OF COMMON STOCKOur authorized capital
stock consists of 80,000,000 shares of common stock, par value $.0001 per
share and 20,000,000 shares of preferred stock, par value $.0001 per share.
The holders of outstanding shares of our common stock are entitled to
receive dividends out of assets legally available therefor at such times and
in such amounts, if any, as our Board of Directors from time to time may
determine. Holders of common stock are entitled to one vote for each share
held on all matters submitted to a vote of stockholders, which means that
the holder sof a majority of the shares voted can elect all of the directors
then standing for election. Holders of the common stock are not entitled to
preemptive rights, and the common stock is not subject to conversion or
redemption.

Our founders, one of which is our sole director and executive officer, own
all of our outstanding common stock. These stockholders can determine the
outcome of stockholder votes, including votes concerning the election of
directors, amendments to our charter and bylaws, and the approval of
significant corporate transactions such as a merger or a sale of our assets.

In addition, their controlling influence could have the effect of delaying,
deferring or preventing a change in control of our company.
The preferred stock may be issued from time to time in one or more series,
each such series to have distinctive serial designations as shall be
determined in a resolution or resolutions providing for the issue of such
preferred stock from time to time adopted by our Board of Directors. Each
series of preferred stock may have such number of shares; may have such
voting powers, full or limited, or may be without voting power; may be
redeemable or convertible at such time or times and at such prices; may
entitle the holders thereof to receive distributions calculated in any
manner, including but not limited to dividends, which may be cumulative,
non-cumulative or partially cumulative; at such rate or rates, on such
conditions, from such date or dates, at such times, and payable in
preference to, or in such relation to, the dividends payable on any other
class or classes or series of shares; may have such preference over any
other class of shares with respect to distributions, including but not
limited to dividends and distributions upon our dissolution; may be made
convertible into, or exchangeable for, shares of any other class or classes
(except the class having prior or superior rights and preferences as to the
dividends or distribution assets upon liquidation) or of any other series of
the same or any other class or classes of our shares at such price or prices
or at such rates of exchange, and with such adjustments; may be entitled to
the benefit of a sinking fund or purchase fund to be applied to the purchase
or redemption of shares of such series in such amount or amounts; may be
entitled to the benefit of conditions and restrictions upon the creation of
our indebtedness or the indebtedness of any subsidiary, upon the issue of
any additional shares (including additional shares of such series or of any
other series) and upon the payment of dividends or the making of other
distributions on, and the purchase, redemption or other acquisition by us or
any subsidiary of us of any of our outstanding shares; and may have such
other relative, participating, optional or other special rights, and
qualifications, limitations or restrictions all as may be stated in said
resolution or resolutions providing for the issuance of such preferred stock.

CONTROL-SHARE ACQUISITIONS AND AFFILIATED TRANSACTIONS

We may become subject to the control-share acquisition and affiliated
transaction provisions of the Florida Business Corporation Act. Those
provisions could have the effect of discouraging offers to acquire us and of
increasing the difficulty of consummating any such offer. Those provisions
may also discourage bids for our common stock at a premium over the market
price.

TRANSFER AGENT

We intend to engage Florida Atlantic Stock Transfer Company, Inc., 7130 Nob
Hill Road, Tamarac, FL 33321, telephone number is (954) 726-4954 as the
transfer agent for our common stock.

SHARES ELIGIBLE FOR FUTURE SALEPrior to this
offering, there has not been any public market for our common stock. Sales
of substantial amounts of our common stock in the public market, or the
perception that such sales could occur, could adversely affect prevailing
market prices, if any, of our common stock and could impair our future
ability to raise capital through the sale of equity securities.

In general, under Rule 144 any person who owns shares that were acquired
from us at least one year prior to the proposed sale is entitled to sell,
within any three-month period beginning 90 days after the date of this
prospectus, a number of shares that does not exceed the greater of:

* 1% of the number of shares of our common stock then outstanding or

* the average weekly trading volume of the common stock on Nasdaq
during the four calendar weeks preceding the filing of a notice on
Form 144 with respect to such sale.

Shares may generally be sold by non-affiliates without restriction that were
acquired from us at least two years prior to the proposed sale. Any shares
purchased by our affiliates in this offering and subsequently publicly sold
by those affiliates will not be subject to the one year holding period.
Sales under Rule 144 are also subject to certain manner of sale provisions
and notice requirements and to the availability of current public
information about us.

PLAN OF DISTRIBUTION

OUR OFFERING

We are offering 1,000,000 shares on a best efforts basis. Unless we receive
paid subscriptions for at least 100,000 shares by May 31, 2002,no shares
will be sold and all proceeds will be returned to subscribers, without
interest. If we sell at least 100,000 shares by that date, we may extend
our offering until the earlier of October 31, 2002 or the time that all
1,000,000 shares are sold. The minimum purchase is 1,000 shares. There is
no limit on the number of shares that may be purchased by any of our
founders. Any purchases by them must be with investment intent and made on
the same terms and conditions as are purchases made by public investors.
We are making the offering through our President who will not be compensated
for offering the shares. Subject to the limitation described under "Use of
Proceeds," we will however, reimburse him for all expenses incurred by him
in connection with the offering, which we believe will be approximately
$32,000. Because we are offering the shares through our President without
the use of a professional securities underwriting firm, there may be less
due diligence performed in conjunction with this offering than would be
performed in an underwritten offering.

Prior to this offering, there has been no market for our common stock. The
public offering price for the shares was determined solely by us and may be
substantially higher than the prices that will prevail in the trading
market, if one develops. Among the factors we considered in determining the
public offering price were the absence of a record of operations, our
current financial condition, our future prospects, the inexperience of our
management, and the general condition of the equity securities market.
We initially intend to offer our shares in the states of Florida and New
York although we may expand our offering to other states.

If a public market develops for our common stock, trading in the common
stock will be subject to the requirements of applicable rules under the
Securities Exchange Act of 1934 which require additional disclosure by
broker-dealers in connection with any trades involving the common stock.
Those rules require the delivery, prior to any transaction in the common
stock, of a disclosure schedule explaining the penny stock market and
associated risks, and impose various sales practice requirements on
broker-dealers who sell the common stock to persons other than established
customers and accredited investors (generally institutions). For these types
of transactions, the broker-dealer must make a special suitability
determination for the purchaser and have received the purchaser's written
consent to the transaction prior to sale. The additional burdens imposed
upon broker-dealers may discourage broker-dealers from effecting
transactions in our common stock, which could severely limit its liquidity.

LEGAL PROCEEDINGS

There are no pending or threatened legal proceedings to which we are a party
or of which any of our property is the subject or, to our knowledge, any
proceedings contemplated by governmental authorities.

INDEMNIFICATION

We have agreed to indemnify our executive officers and directors to the
fullest extent permitted by the Florida Business Corporation Act. The Act
permits us to indemnify any person who is, or is threatened to be made, a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by us or in our right) by reason of the fact that the person is or
was an officer or director or is or was serving at our request as a an
officer or director. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by the person in connection with the action, suit or
proceeding, provided that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to our best interests, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. We may indemnify officers and directors
in an action by us or in our right under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to us. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred
to above, we must indemnify him against the expenses which he actually and
reasonably incurred. The indemnification provisions of the Florida Business
Corporation Act are not exclusive of any other rights to which an officer or
director may be entitled under our bylaws, by agreement, vote, or otherwise.
Insofar as indemnification arising under the Securities Act may be permitted
to our directors, officers and controlling persons pursuant to the foregoing
provisions or otherwise, we have been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.

LEGAL MATTERS

The validity of the shares of common stock offered by this prospectus have
been passed upon for us by Edward H. Gilbert, P.A. to the extent set forth
in that firm's opinion filed as an exhibit to the registration statement.
Edward H. Gilbert is the sole owner of Edward H. Gilbert, P.A. Mr. Gilbert
owns 150,000 of our shares and is one of our founders. Mr. Gilbert is not
one of our officers nor is he a director.

EXPERTS

Our financial statements as of September 30, 2001 and for the period from
April 2, 2001 to September 30, 2001 have been included in this prospectus in
reliance upon the report of Salberg & Company, P.A., independent certified
public accountants, appearing elsewhere in this prospectus, and upon their
authority as experts in accounting and auditing.

ADDITIONAL INFORMATION

We have electronically filed a registration statement on Form SB-2 with the
SEC with respect to the shares of common stock to be sold in this offering.
This prospectus, which forms a part of that registration statement, does not
contain all of the information included in the registration statement.
Certain information is omitted and you should refer to the registration
statement and its exhibits. With respect to references made in this
prospectus to any contract or other document, the references are not
necessarily complete and you should refer to the exhibits attached to the
registration statement for copies of the actual contract or document. You
may read and copy the registration statement and other materials we file
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy statements and
information statements, and other information regarding issuers that file
electronically with the SEC. The address of that site is http://www.sec.gov.
Upon the effectiveness of the registration statement of which this
Prospectus is a part, we will become subject to the information and
reporting requirements of the Securities Exchange Act of 1934 and will file
periodic reports and other information with the SEC.

We do not intend to furnish our stockholders with annual reports containing
audited financial statements.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
EWEBCENTRAL.NET, INC. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE WILL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF EWEBCENTRAL.NET, INC. SINCE THE DATE OF
THIS PROSPECTUS OR THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.

TABLE OF CONTENTS

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . .14

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

DIVIDEND POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

MANAGEMENT'S PLAN OF OPERATION . . . . . . . . . . . . . . . . . . . . . . .16

PROPOSED BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . .26

CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .27

DESCRIPTION OF COMMON STOCK. . . . . . . . . . . . . . . . . . . . . . . . .27

SHARES ELIGIBLE FOR FUTURE SALE. . . . . . . . . . . . . . . . . . . . . . .29

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . .30

LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .32

------------------------

UNTIL , 2002 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

EWEBCENTRAL.NET, INC.

COMMON STOCK
------------------------

PROSPECTUS
------------------------

, 2002

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses to be paid by the Registrant in connection with this offering
are as follows. All amounts other than the SEC registration fee are estimates.

ITEM AMOUNT

SEC registration fee $239.00

Printing $1,000.00

Legal fees and expenses $25,000.00

Accounting and auditing fees and expenses $4,000.00

Blue sky fees and expenses $500.00

Transfer agent fees $1,000.00

Miscellaneous $261.00

TOTAL $32,000.00

ITEM 25. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant had agreed to indemnify its executive officers and directors
the fullest extent permitted by the Florida Business Corporation Act. That
Act permits the Registrant to indemnify any person who is, or is threatened
to be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by the Registrant or in its right) by reason of the fact that
the person is or was an officer or director or is or was serving our request
as a an officer or director. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by the person in connection with the action, suit or
proceeding, provided that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to our best interests, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The Registrant may indemnify officers and
directors in an action by the Registrant or in its right under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
Registrant. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the Registrant
must indemnify him against the expenses which he actually and reasonably
incurred. The foregoing indemnification provisions are not exclusive of any
other rights to which an officer or director may be entitled under a our
bylaws, by agreement, vote, or otherwise.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

(a) In April of 2001, the Registrant issued 1,000,000 shares of common
stock to its six founders for an aggregate of $100.

(b) There were no principal underwriters.

(d) The Registrant claimed exemption from the registration provisions
of the Securities Act of 1933 with respect to the securities
pursuant to Section 4(2) thereof inasmuch as no public offering
was involved.

ITEM 27. EXHIBITS.

3.01 Articles of Incorporation.*

3.03 Bylaws.*

4.01 Form of Specimen Stock Certificate for the Registrant's
Common Stock.**

5.01 Opinion of Edward H. Gilbert, P.A. regarding legality of
securities being registered.**

10.01 Consulting Agreement**

23.01 Consent of Edward H. Gilbert, P.A. (included in Exhibit 5.01).**

23.02 Consent of Salberg & Company, P.A.*
____________________
*Filed herewith
**To be filed by Amendment.

ITEM 28. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:

(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the Registration Statement; and

(iii) include any additional or changed material information on
the plan of distribution.

(2) For determining liability under the Securities Act, each such
post-effective amendment shall be treated as a new registration
statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.

(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and has authorized this
registration statement to be signed on its behalf by the undersigned, in the
City of Boca Raton,State of Florida, on the 11th day of February, 2002

EWEBCENTRAL.NET., INC.

/s/ Guy T. Lindley
----------------------------------
By: Guy T. Lindley, President

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

/s/Guy T. Lindley Chief Executive Officer, February 11,
Guy T. Lindley Principal Financial Officer 2002
and Sole Director

Independent Auditors' Report

To the Board of Directors of:
Ewebcentral.net, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Ewebcentral.net,
Inc. (a development stage company) as of September 30, 2001 and the
related statements of operations, changes in stockholders'
deficiency and cash flows for the period from April 2, 2001
(inception) to September 30, 2001. These financial statements are
the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.

We conducted our audit in accordance with auditing standards
generally accepted in the United States 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 audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly in all material respects, the financial position of
Ewebcentral.net, Inc. (a development stage company) as of September
30, 2001, and the results of its operations and its cash flows for
the period from April 2, 2001 (inception) to September 30, 2001, in
conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 6 to the financial statements, the Company's operating losses
of $59,107, accumulated deficit of $59,107, cash used in operations
of $25,030, working capital deficit of $57,582 and its status as a
development stage company with no revenues raise substantial doubt
about its ability to continue as a going concern. Management's Plan
in regards to these matters is also described in Note 6. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

SALBERG & COMPANY, P.A.
Boca Raton, Florida
October 30, 2001

EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

SEPTEMBER 30, 2001

ASSETS

Assets

ASSETS

Cash $4,970
------------

TOTAL CURRENT ASSETS $4,970
============

Liabilities and Stockholders' Deficiency

LIABILITIES

Accounts payable $31,560

Accrued interest 992

Notes payable 30,000
------------

TOTAL CURRENT LIABILITIES 62,552
------------

Stockholders' Deficiency

Preferred stock, $0.0001 par value, 20,000,000 -
shares authorized, none issued and outstanding

Common stock, $0.0001 par value, 80,000,000 100
shares authorized, 1,000,000 shares issued and
outstanding

Additional paid-in capital 1,525

Deficit accumulated during development stage (59,107)
------------

(57,482)

Less subscriptions receivable (100)
------------

TOTAL STOCKHOLDERS' DEFICIENCY (57,582)
------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $4,970
============

See accompanying notes to financial statements.

EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM APRIL 2, 2001 (INCEPTION) TO
SEPTEMBER 30,2001

OPERATING EXPENSES

Consulting $25,000

Legal and accounting fees 32,285

Bank fees 30

Rent 800
----------------

TOTAL OPERATING EXPENSES 58,115
----------------

Loss from Operations (58,115)
----------------

OTHER EXPENSE

Interest expense 992
----------------

NET LOSS ($59,107)
================

Net loss per share - basic and diluted ($0.06)
================

Weighted average number of shares 1,000,000
outstanding during the period - basic and ================
diluted

See accompanying notes to financial statements.

EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM APRIL 2, 2001 (INCEPTION) TO
SEPTEMBER 30,2001

Common Common Additional Deficit Subscriptions Total
Stock Stock Paid-in Accumulated Receivable
Capital During
Shares Amount Development
Stage

Common stock 1,000,000 $100 - - ($100) -
issued to
founders

Accounting - - 725 - - 725
expense paid
by President

Rent - - 800 - - 800
contributed

Net loss from - - - (59,107) - (59,107)
April 2, 2001 --------- --------- ---------- ----------- ------------ --------
(inception) to
September 30,
2001

BALANCE, 1,000,000 100 1,525 (59,107) (100) (57,582)
SEPTEMBER 30, ========= ========= ========== =========== ============ ========
2001

See accompanying notes to financial statements.

EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM APRIL 2, 2001 (INCEPTION) TO
SEPTEMBER 30,2001

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss ($59,107)

Adjustments to reconcile net loss to net cash
used in operating activities:

Accounting expense paid by President 725

Rent contributed 800

Changes in operating assets and liabilities:

Increase (decrease) in:

Accounts payable 31,560

Accrued interest 992
---------------

NET CASH USED IN OPERATING ACTIVITIES: (25,030)
---------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from loans 30,000
---------------

NET CASH PROVIDED BY FINANCING ACTIVITIES: 30,000
---------------

Net increase in cash 4,970

CASH AT BEGINNING OF PERIOD: -
---------------

CASH AT END OF PERIOD: $4,970
===============

Supplemental Schedule of Non-Cash Investing and Financing Activities:

At inception, the Company issued 1,000,000 common shares valued at
$100 to founders for subscriptions receivable.

See accompanying notes to financial statements.

EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30,2001

Note 1 Significant Accounting Policies

(A) ORGANIZATION AND NATURE OF BUSINESS

Ewebcentral.net, Inc. (a development stage company) (the "Company")
was incorporated in Florida on April 2, 2001, and has elected a
fiscal year end of September 30.

The Company plans to design, implement, and maintain an online
employer/employee information service network.

Activities during the development stage include developing the
corporate infrastructure and business plan and raising capital.

(B) 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.

The Company accounts for income taxes under the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" ("Statement 109"). Under Statement
109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period, which includes the
enactment date.

(D) NET LOSS PER COMMON SHARE

Basic net income per common share (Basic EPS) excludes dilution and
is computed by dividing net loss available to common stockholder by
the weighted-average number of common shares outstanding for the
period. Diluted net loss per share (Diluted EPS) reflects the
potential dilution that could occur if stock options or other
contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then
shared in the earnings of the Company. At September 30, 2001, there
were no common stock equivalents outstanding, which may dilute
future earnings per share.

(E) FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments," requires disclosures of
information about the fair value of certain financial instruments
for which it is practicable to estimate that value. For purposes of
this disclosure, the fair value of a financial instrument is the
amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced sale or
liquidation.

The carrying amounts of the Company's short-term financial
instruments, including accrued liabilities and notes payable,
approximate fair value due to the relatively short period to
maturity for these instruments.

(F) NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has recently issued several
new accounting pronouncements, which may apply, to the Company.
Statement No. 133 as amended by Statement No. 137 and 138,
"Accounting for Derivative Instruments and Hedging Activities"
established accounting and reporting standards for derivative
instruments and related contracts and hedging activities. This
statement is effective for all fiscal quarters and fiscal years
beginning after June 15, 2000. The adoption of this pronouncement
did not have a material effect on the Company's financial position,
results of operations or liquidity.

Statement No. 141 "Business Combinations" establishes revised
standards for accounting for business combinations. Specifically,
the statement eliminates the pooling method, provides new guidance
for recognizing intangible assets arising in a business combination,
and calls for disclosure of considerably more information about a
business combination. This statement is effective for business
combinations initiated on or after July 1, 2001. The adoption of
this pronouncement on July 1, 2001 did not have a material effect on
the Company's financial position, results of operations or liquidity.

Statement No. 142 "Goodwill and Other Intangible Assets" provides
new guidance concerning the accounting for the acquisition of
intangibles, except those acquired in a business combination, which
is subject to SFAS 141, and the manner in which intangibles and
goodwill should be accounted for subsequent to their initial
recognition. Generally, intangible assets with indefinite lives,
and goodwill, are no longer amortized; they are carried at lower of
cost or market and subject to annual impairment evaluation, or
interim impairment evaluation if an interim triggering event occurs,
using a new fair market value method. Intangible assets with finite
lives are amortized over those lives, with no stipulated maximum,
and an impairment test is performed only when a triggering event
occurs. This statement is effective for all fiscal years beginning
after December 15, 2001. The Company believes that the future
implementation of SFAS 142 on October 1, 2002 will not have a
material effect on the Company's financial position, results of
operations or liquidity.

Statement No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets" supercedes Statement No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of" ("SFAS 121"). Though it retains the basic requirements
of SFAS 121 regarding when and how to measure an impairment loss,
SFAS 144 provides additional implementation guidance. SFAS 144
excludes goodwill and intangibles not being amortized among other
exclusions. SFAS 144 also supercedes the provisions of APB 30,
"Reporting the Results of Operations," pertaining to discontinued
operations. Separate reporting of a discontinued operation is still
required, but SFAS 144 expands the presentation to include a
component of an entity, rather than strictly a business segment as
defined in SFAS 131, Disclosures about Segments of an Enterprise and
Related Information. SFAS 144 also eliminates the current exemption
to consolidation when control over a subsidiary is likely to be
temporary. This statement is effective for all fiscal years
beginning after December 15, 2001. The Company believes that the
future implementation of SFAS 144 on October 1, 2002 will not have a
material effect on the Company's financial position, results of
operations or liquidity.

Note 2 Notes Payable

The Company executed six promissory notes with one lender for $5,000
each at various dates through September 30, 2001. The notes have a
term of two years but all unpaid principal and interest shall be due
and payable upon demand 365 days after the issuance date. The notes
bear interest at 14% with a default penalty within 5 days of the due
date of 5% of the amount due. Accrued interest was $992 at
September 30, 2001.

Note 3 Commitments

(A) CORPORATE CONSULTING AGREEMENT

The Company entered into an automatic renewable one-year agreement
effective April 3, 2001 whereby the consultant will provide
corporate development services for cash compensation of $50,000 per
year payable monthly. Through September 30, 2001, the Company
incurred and paid $25,000 to the consultant.

Note 4 Stockholders' Deficiency

The Company issued 1,000,000 common shares to its founders for
$0.0001 per share at inception. The $100 value is recorded as a
subscription receivable at September 30, 2001.

The President paid $725 in accounting fees, which is treated as
contributed capital. An affiliate contributed the use of the office
space valued at $800.

Note 5 Income Taxes

There was no income tax expense for the period ended September 30,
2001 due to the Company's net losses.

The Company's tax expense (benefit) differs from the "expected" tax
expense (benefit) for the period ended September 30, 2001, (computed
by applying the Federal Corporate tax rate of 34% to loss before
taxes), as follows:

Computed "expected" tax expense (benefit) ($20,096)

Effect of net operating losses 20,096
--------
$ -
========

The effects of temporary differences that gave rise to significant
portions of deferred tax assets and liabilities at September 30,
2001 are as follows:

Deferred tax assets:

Net operating loss carryforward $20,096
--------
Total gross deferred tax assets 20,096

Less valuation allowance (20,096)
--------
Net deferred tax assets $ -
========

The Company has a net operating loss carryforward of approximately
$59,107 available to offset future taxable income through 2021.

Note 6 Going Concern

As reflected in the accompanying financial statements, the Company
has operating losses of $59,107, an accumulated deficit of $59,107;
cash used in operations of $25,030, a working capital deficit of
$57,582, and is a development stage company with no revenues. The
ability of the Company to continue as a going concern is dependent
on the Company's ability to further implement its business plan,
raise capital, and generate revenues. The financial statements do
not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.

The Company is planning an offering to raise up to $1,000,000 at
$1.00 per share to provide the resources to implement its business
plan. Management believes that the actions presently being taken to
raise capital, implement its business plan, and generate revenues
provide the opportunity for the Company to continue as a going concern.

Note 7 Subsequent Events

In December 2001, the $100 subscription receivable was received.