SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 4
TO
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)

411 Lighthouse Drive
Palm Beach Gardens, Florida 33410
(Address and Telephone Number of Principal Executive Offices and
Principal Place of Business)

Guy T. Lindley, President
411 Lighthouse Drive
Palm Beach Gardens, Florida 33410
(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 October 15, 2003

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. Any prospective purchaser will be required to
purchase a minimum 1,000 shares. All proceeds from the offering
will be deposited into a non-interest bearing special receipts
account in our name, and unless we receive paid subscriptions for at
least 100,000 shares by December 31, 2003, no shares will be sold
and all proceeds held in the special receipts account will be
returned to subscribers without interest. If we receive paid
subscriptions for at least 100,000 shares by December 31, 2003, we
will transfer those proceeds from the special receipts account to
our general operating account. Any proceeds that we receive after
the receipt of proceeds from the sale of 100,000 shares will be
deposited directly into our general operating account. If we sell
at least 100,000 shares by December 31, 2003, we may extend our
offering until the earlier of June 30, 2004 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 6 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 October 15, 2003

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

We are a development stage company, and we have not yet commenced
any meaningful business operations. We have not yet generated any
revenues from operations, and we have incurred losses from our
inception.

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, and we
intend our site 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 411 Lighthouse Drive, Palm
Beach Gardens, Florida 33410 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 December 31,
2003, 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 June 30, 2004 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 for other general
corporate purposes. See "Use of
Proceeds."

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

Summary Financial Information

BALANCE SHEET

June 30, 2003

TOTAL CURRENT ASSETS $53

TOTAL ASSETS $53

TOTAL CURRENT LIABILITIES $147,696

TOTAL LIABILITIES $147,696

STOCKHOLDERS' EQUITY (DEFICIENCY) ($147,643)

INCOME
STATEMENT

Period From Year ended Nine Months From
April 2, September ended June Inception
2001 30, 2002 30, 2003 to June 30,
(Inception) 2003
to
September
30, 2001

OPERATING $25,830 $90,613 $41,117 $157,560
EXPENSES

OTHER 992 7,107 7,759 15,858
EXPENSES -
Interest

NET LOSS ($26,822) ($97,720) ($48,876) ($173,418)

NET LOSS ($0.03) ($0.10) ($0.05) ($0.17)
PER SHARE

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. If any of these risks actually occur our financial condition
and results of operations would likely not permit us to continue to
operate and our business could fail. 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.

* If our business fails to develop in the manner we have
anticipated, you will lose your investment in the shares.

* If our business develops our officer may be unable to
effectively or efficiently operate our business in which
event you will lose your investment in the shares.

Because we are a development stage company, our prospects for
success must be considered in the light of the extraordinary risks,
unforeseen expenses and problems that development stage companies
normally encounter.

* The creation, execution and maintenance of our plans for
our business operation are based solely upon the opinion
of our management and may not have adequately anticipated
unforseen expenses and other problems that development
stage companies normally encounter. If we have failed to
adequately address development stage risks, our business
will not develop or grow, and you will lose your
investment in the shares.

As a development stage company, we will be required to implement
various aspects of our proposed business plan simultaneously, and we
may not be able to do so.

* 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.

As a development stage company, we will be required to anticipate
and handle potential growth and we may not be able to do so.

* 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.

Our business is based upon establishing relationships for product
fulfillment, and if we are unable to establish such relationships,
our proposed business will fail.

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

Because of the limited capital available to us for the foreseeable
future, we may not have sufficient capital to remain in existence.

* We are obligated to pay our operating expenses as they
arise, including required annual fees to the State of
Florida. If we sell any of our shares in this offering, we
will incur legal and accounting expenses to comply with
our reporting obligations to the SEC. If we fail to pay
any of the forgoing, we may be forced to cease our
business operations.

* If we receive the proceeds of the sale of the minimum
number of our shares, we will not be able to commence our
operations, but we anticipate that we will have sufficient
funds to pay our obligations for the next 6 months.

* If we receive the proceeds of the sale of the maximum
number of our shares, we will be able to commence our
operations, and we anticipate that we will have sufficient
funds to continue our proposed business operations for at
least 12 months.

If we need to raise additional funds, the funds may not be available
when we need them. We may be required to provide rights senior to
the rights of our shareholders in order to attract additional funds
and, if we use equity securities to raise additional funds dilution
to our shareholders will occur.

* To the extent that we require additional funds, we cannot
assure you that additional financing will be available
when needed on favorable terms or at all, and if the funds
are not available when we need them, we may be forced to
terminate our business.

* 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 equity securities may have
rights, preferences or privileges senior to those of the
rights of the holders of our common stock.

Our plan of operation is dependant upon services to be provided to
us under a consulting agreement between us and our consultant, but
our consultant can terminate the consulting agreement.

* We are reliant upon our consultant to be able to implement
our business operations.

* Our consulting agreement may be terminated by our
consultant upon thirty (30) days' prior written notice.

* If our consultant terminates our consulting agreement and
we are unable to timely obtain suitable alternative
services, we may be forced to cease our business operations.

We must establish and maintain a company identity, create a secure
Internet infrastructure and development complementary products, and
the failure to do so will inhibit our ability to attract visitors to
our Internet site.

* We must establish and maintain a company identity, create
an Internet infrastructure, and develop complementary
products in order to attract and expand Internet traffic
to our Internet site and to enable us to create commerce
relationships.

* As part of the development of an Internet infrastructure,
we must, among other factors, ensure adequate Internet
security, reliability, ease of access and use, and quality
of service, and we will be entirely dependant upon our
Consultant and other third parties to accomplish those
objectives.

* As part of the maintenance of an Internet infrastructure,
we must, among other factors, implement changes in
technology and adapt to changes in the online consumer
network industry, and we could be required to incur
substantial costs that we are unable to afford to do so.

* If we are unable to accomplish any of the foregoing, our
business will not develop and you will lose your
investment in the shares.

We will be dependent on the Internet as a widely accepted medium for
advertising and commerce for the success of our business and if our
Internet business fails to develop you will lose your investment in
the shares.

* Because Internet advertising and electronic commerce are
relatively new and rapidly evolving, we can not reliably
judge the probability of our prospects of generating
revenues from utilizing this method as compared with
traditional media sources.

* We may fail to generate business or lose existing business
if our potential or existing customers deem our
demographic audience inadequate or advertising on our
website is cost ineffective.

* If our Internet model is wrong or ineffective, our
business could fail.

All of our competition is expected to be from larger, more well
established and better financed companies and if we are unable to
successfully compete with other companies our business will fail.

* At such time as we implement our business operations, we
believe that substantially all of our competitors will
have greater financial resources, technical expertise and
managerial capabilities than we do.

* If we are unable to overcome such competitive
disadvantages, we may be forced to cease our business
operations.

We currently have no employees other than our officer, we have no
employment agreement with our officer, our officer serves on a
part-time basis, we cannot pay our officer any compensation, and if
our officer were to leave our employ, our business could fail.

* Because our ability is engage in business is dependent
upon, among other things, the personal efforts, abilities
and business relationships of our officer, if our officer
were to terminate employment with us or become unable to
provide such services before a qualified successor, if
any, could be found, our business could fail.

* Our current officer does not provide full time services to
us, and we will not have full-time management until such
time, if any, as we engage employees on a full-time basis.

* We do not maintain "key person" insurance on our officer,
and if our officer were to die or become disabled, we do
not have any insurance benefits to defer the costs of
seeking a replacement.

We may be unable to attract or retain employees in which event our
business could fail.

* 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 could fail.

* 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, and if
we are unable to hire full-time personnel when they are
needed, our business could fail.

We will have a limited ability to protect any intellectual property
we create, and our business may fail as a result of our inability to
do so.

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

* There are significant costs associated with protecting any
intellectual property we develop and we may not have
sufficient resources to enforce our rights , in which case
our business could fail.

In the development of our software, we must be careful to avoid
infringing upon the intellectual property rights of others and if we
fail to do so we could be subject to significant costs of litigation.

* 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 could fail.

Our independent auditor has expressed doubts as to our ability to
continue as a going concern.

* Our financial statements have been prepared on the
assumption that we will continue as a going concern, but
if we fail to continue as a going concern, you will lose
your investment in the shares.

* The report of our independent auditor refers to the
uncertainty of our ability to continue as a going concern.

RISKS RELATED TO THIS OFFERING

We have arbitrarily determined the offering price of our shares and
you may never be able to recoup your investment in our shares.

* 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 criterion of value.

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 a trading market for our shares, 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 be.

* If a trading market for our shares develops, the public
offering price for the shares may not be indicative of
prices that will prevail in such market. 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.

* Of the 1,000,000 shares of our common stock currently
outstanding, approximately 1,000,000 shares may be
eligible for sale in the public market sometime after
April 2002 with certain restrictions imposed by Rule 144
and sometime after April 2003, without such restrictions,
unless such shares are purchased or sold by our affiliates.

* None of the holders of our common stock have agreed, in
writing or otherwise, to refrain from publicly selling
their shares of our common stock.

Investors in the shares will incur substantial immediate dilution.

* The public offering price of the shares is substantially
higher than the net tangible book value per share of the
shares immediately after the offering.

* If you purchase our shares as part of this offering, you
will incur immediate dilution of approximately $1.09 in
the net tangible book value per share of common stock from
the price you paid for the shares if 100,000 shares are
sold or $.60 if 1,000,000 shares are sold.

Our Board of Directors may issue shares of "blank check" preferred
stock which may result in substantial dilution to Investors.

* Without further action by the stockholders, our Board of
Directors can issue up to 20,000,000 shares of preferred
stock with such dividend rights, conversion rights, voting
rights, redemption rights, liquidation preferences and
other rights as may be determined appropriate by our Board
of Directors.

* If such preferred stock were issued, the holders of our
common stock could, among other things, experience
substantial dilution, and the voting power, dividend
receipt and liquidation rights of the common stock could
be adversely affected.

The interests of our controlling stockholders could conflict with
those of our other stockholders which could result in the loss of
your investment in our shares.

* 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.

* Our present shareholders may be able to influence the
outcome of shareholder 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 sale of our assets. In
addition, that 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
our 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 have only
limited information about our specific intentions
regarding the use of proceeds and will be relying on our
management's judgment in connection with our application
of those proceeds. Our failure to apply our net proceeds
effectively would hamper our ability to succeed in the
implementation of our business plans and may cause you to
lose your investment in our shares.

Anti-takeover provisions could hinder a potential third-party
acquisition.

* Our Board of Directors may, from time to time, adopt
certain provisions of the Florida Business Corporation
Act, which, if adopted, could delay, discourage or prevent
a change in control.

* Adoption of such provisions could discourage bids for our
common stock at a premium over the market price; could
adversely affect the market price, if any, of our common
stock; and could adversely affect 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 PROCEEDS

The proceeds we will receive will be $100,000 from the sale of
100,000 shares of our common stock or $1,000,000 from the sale of
1,000,000 shares of our common stock. We will not utilize any
portion of the proceeds unless we sell at least 100,000 shares.
We intend to use the proceeds from the sale of shares of our
common stock in the order of priority shown in the following table:

Amount if Amount if Amount if Amount if
100,000 500,000 750,000 1,000,000
shares are shares shares are shares are
sold are sold sold sold

Gross Proceeds $100,000 $500,000 $750,000 $1,000,000

Estimated
offering expenses $53,000 $53,000 $53,000 $53,000

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

Repayment of
debt due $0 $28,000 $28,000 $28,000

Payment of
liabilities $0 $50,000 $75,000 $100,000

Payment of $0 $50,000 $75,000 $100,000
Consulting Fees

Rent, Telephone $5,700 $20,000 $40,000 $60,000
and other Office
Expenses

Employment $30,000 $75,000 $125,000 $210,000
Expenses

Website Expenses $1,300 $135,000 $200,000 $250,000

Marketing $5,000 $84,000 $149,000 $194,000
Expenses

Our officers and directors have verbally agreed to assume
responsibility for the expenses of the offering until such time, if
any, that funds are available to us from this offering. Our legal
fees in connection with this offering are $45,000. We cannot now
estimate our future legal fees.

In the event that we sell 500,000 or more shares of our common
stock, we intend to repay $28,000 of our debt outstanding under
certain notes payable to Longview Partners Group, Inc. ("Longview").

Our aggregate principal indebtedness to Longview is $75,000. The
notes evidencing our principal indebtedness to Longview bear
interest at the rate of 14% per annum, and each such note has a term
of two years from its date of execution but provides that Longview
may make a demand for payment at any time after one year from the
date of execution. We have utilized the proceeds from the Longview
notes for working capital purposes.

Until the offering proceeds are utilized, 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 POLICY

We 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 ($0.15) ($0.15)
June 30, 2003

Net tangible book value per share on ($0.09) $0.40
June 30, 2003 if the shares were
sold on that date

Amount of increase in net tangible $0.06 $0.55
book value per share attributable to
cash payments made by purchasers of
the shares being offered

Amount of the immediate dilution $1.09 $0.60
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 plan of operation 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."

Our objectives are to design, implement and maintain an online
employer/employee information service network and to become an
e-commerce Internet business portal for employer and employee
products and services. Since inception, we have focused our efforts
on preparing for our initial public offering of our common stock,
refining our business plan with the assistance of our Consultant,
developing contacts within the business sector we intend to target,
conducting research into industry related news and information
services, and with the assistance of our Consultant, planning for
the development of our website.

As of June 30, 2003, we had cash on hand in the amount of $53.
Assuming that we do not receive any proceeds from the sale of our
shares from this offering, we anticipate that we will continue
undertaking activities similar to those we have undertaken from our
inception. In that event, we believe that our cash requirements for
the next twelve months would be approximately $40,000. If we do not
receive any proceeds from the sale of our shares from this offering,
we believe that our shareholders may be willing to loan or otherwise
provide us sufficient funds to enable us to continue to operate for
the next twelve months. We are not certain, however, that our
shareholders will agree to loan or otherwise provide such funds to
us, and if such funds are loaned or otherwise provided, we are not
certain of the terms associated therewith. Other than funds from
our shareholders, we are unable to determine whether any other
source of funds may be available to us to allow us to obtain the
amounts necessary to sustain our operations for the next twelve
months without the receipt of proceeds from the sale of our shares
from this offering. If the funds we require are not available when
we need them, we may be forced to terminate our business.

We have not had any revenues since inception, and our ability to
continue as a going concern is dependent upon receipt of sufficient
proceeds from this offering. In view of the limited amount of funds
available to us, if we do not obtain sufficient proceeds from this
offering, we may exhaust our limited financial resources before our
objectives have been accomplished.

Until we receive proceeds from this offering, we intend to continue
undertaking activities similar to those we have undertaken since our
inception. If we receive the proceeds of the sale of the minimum
number of our shares from this offering, we will not be able to
commence our operations.

If we receive the proceeds of the sale of the maximum number of our
shares, we will be able to commence our operations, and we expect to
be able to accomplish the following objectives over the next twelve
months:

* We hope to complete development of our website by the end
of the first quarter of 2004 at an anticipated cost of
$35,000.00. As part of developing of our website, we
expect to assemble content for the website; undertake
graphic design and page layout for web pages, including
but not necessarily limited to an ewebcentral.net page, a
products and services page, a description of management
page and a "contact us" page; at such time as website
content is determined, undertake integration of the
content of products and services into our website; and
create customer payment options.

* During the third and fourth quarters of 2002 and the first
and second quarters of 2003, we continued our research
consisting of the collection and pooling of certain
employer/employee information available from various
federal, state and non-governmental agencies. We
anticipate that we will obtain information from sources
including but not limited to the Bureau of Labor
Statistics, various chambers of commerce and other
industry related groups at an anticipated cost of $20,000.

* We hope to become an associate member of the National
Association of Professional Employers by the end of the
third quarter of 2003 at an anticipated initial cost of
$2,000.

* During the first and second quarters of 2004, we hope
complete development of our website, to finalize the
development of our sales and marketing strategies and to
hire up to four employees for our sales and marketing
department at an anticipated initial expenditure of
$75,000. During such period we also expect to refine our
website development.

* During the fourth quarter of 2003, we hope to begin
intensive customer and strategic partner solicitation
through our sales and marketing department and to embark
upon a limited advertising campaign designed to attract
visitors to our site. We intend to focus initially on
companies with 10 to 50 employees. Thereafter, we hope to
broaden our focus to include companies with up to 100
employees, and thereafter on companies with up to 500
employees. We have not yet determined the exact nature of
the intended advertising campaign, but we anticipate that
such a campaign will require funds in excess of $200,000
and will be concentrated on companies with between 10 and
50 employees.

* During the fourth quarter of 2003 and the first and second
quarters of 2004, we hope to continue to enhance and
expand our website. We have not yet determined the nature
or extent of such enhancements, but we anticipate that
such enhancements will require funds in excess of $100,000.

* During the third quarter of 2004, and assuming that we
have completed development of our website prior thereto,
we intend for our website commence the generation of
revenue. We have not yet developed any projections of any
such anticipated revenues, but we expect to do so during
the second quarter of 2004.

If we receive the proceeds of the sale of the maximum number of our
shares and are able to commence our operations, we expect to develop
certain products (our proposed products are described in more detail
under the caption entitled "The Products" under the Proposed
Business section of this prospectus) as follows:

* Newsletter Subscriptions. We anticipate that the
timeframe for launch of our newsletter subscription would
be the third quarter of 2003. In order to accomplish the
launch of our newsletter subscriptions, we must undertake
and complete collection and pooling of employer/employee
news and information and complete our website.

* News Service. We anticipate that the timeframe for launch
of our news service would be the third quarter of 2003.
In order to accomplish the launch of our news service, we
must undertake and complete collection and pooling of
employer/employee news and information and complete our
website.

* Video and Audio Tapes. We anticipate that the timeframe
for launch of our ability to offer and sell video and
audio tapes would be the fourth quarter of 2003. In order
to accomplish the launch of our video and audio tape
sales, we must successfully negotiate with audio and video
tape producers of employer/employee information for audio
and video tapes that are available and for production of
company-branded products, as well as complete our website.

* On-Line Store. We anticipate that the timeframe for
launch of our on-line store would be the fourth quarter of
2003 to the first quarter of 2004. In order to accomplish
the launch of our on-line store, we must successfully
complete implementation of our newsletter subscription
product, our news service product and our audio and video
products.

* Get Listed. We anticipate that the timeframe for launch
of our "Get Listed" program would coincide with the launch
of our on-line store during the fourth quarter of 2003 to
the first quarter of 2004. In order to accomplish the
launch of our "Get Listed" program, we must successfully
complete implementation of our newsletter subscription
product, our news service product, our audio and video
products and our on-line store.

If we sell less than the maximum amount of our shares offered in
connection with this offering, we may not have sufficient funds to
complete any or all of our objectives, and we anticipate that our
operations, if any, related to these activities may be hampered by
our limited resources. If we sell the minimum amount of our shares
offered in connection with this offering, we expect that we will
only be able to continue undertaking activities similar to those we
have undertaken since our inception, namely, refine our business
plan with the assistance of our Consultant, continue to develop
contacts within the business sector we intend to target, continue to
conduct research into industry related news and information
services, and with the assistance of our Consultant, plan for the
development of our website. If we are able to sell at least fifty
percent of the shares we are offering in connection with this
offering, we expect that we will initiate and complete development
of our website, become an associate member of the National
Association of Professional Employers, finalize the development of
our sales and marketing strategies, hire up to four employees for
our sales and marketing department, begin intensive customer and
strategic partner solicitation through our sales and marketing
department, and embark upon a limited advertising campaign designed
to attract visitors to our site. We can not be certain that if we
sell up to fifty percent of the shares we are offering in connection
with this offering that the foregoing objectives will be met.

Furthermore, we can provide no assurance that the accomplishment by
us of less than all of our objectives will produce any meaningful
benefit for us. In that regard, if we are only partially able to
meet our objectives, we may not have a viable business and we may be
forced to terminate our operations. Likewise, to the extent that we
require funds in excess of the amounts we have anticipated, we may
not be able to obtain such funds and we may be forced to terminate
our business.

We are indebted to Longview in the amount of $75,000 pursuant to
certain promissory notes executed by us (see "Notes Payable" under
"Proposed Business"). As of the date hereof and pursuant to the
terms of such notes, Longview is entitled to demand payment of
$70,000 of the $75,000 outstanding. The remaining $5,000 may be
demanded by Longview at any time after November 18, 2003. If
Longview were to demand payment of the Notes, and assuming that we
met such demand, we would have less funds available to meet our
intended objectives. We can not now determine those of our
objectives that would be lessened or eliminated if we were required
to meet the demand for payment of Longview, but if we are only
partially able to meet our objectives we may not have a viable
business and we may be forced to terminate our operations.
Other than the foregoing, 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.

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 from the public domain the best
available information published by others, subject to our ability to
utilize such information without infringing upon any legal right of
the creator of such content. To the extent that such content is not
available to us as part of the public domain, we will seek from the
creator of such content the right make use of such content. In
connection with any content that is available as a part of the
public domain, we intend to observe applicable laws associated with
our use of such content. We currently do not have any agreements
with any owner of any content relating to our proposed use of such
content. We expect to obtain certain of our content from web sites
operated by such sources as the Bureau of Labor and Statistics, the
Department of Labor, the House Committee on Education and the
Workforce, and the Senate Committee on Health, Education, Labor and
Pensions. We believe that certain information available on such web
sites is part of the public domain and will be available for use by
us. We believe that a digest of key stories and information will be
a valuable resource to visitors to our web site 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. We intend to become a "one stop
shopping" site for employer and employee information. As a result,
we anticipate that our site will attract the attention of many
national employers as well as a broad spectrum of employees.

In addition to the news digest service and employer/employee
relations information that we anticipate will be provided on our
Internet site, we expect 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. In connection
with our anticipated inclusion of human resource information, we
expect to provide content from certain existing Internet sites,
including but not limited to "Benefit News" at
http://www.benefitnews.com/index.cfm, where articles and news
affecting benefits and human resource management are provided;
Benefitslink.com at http://www.benefitslink.com/buzz/new.shtml,
where news and articles related to benefit plans, pension and profit
sharing, document services, COBRA questions and answers, and
403(b)audit guidelines are provided; the Bureau of Labor and
Statistics at http://stats.bls.gov/newsrels.htm, where current news
relating to the labor industry is provided; Employee Benefit
Research Institute at http://www.ebri.org/, where news related to
public policy involving employer and employee issues is provided and
International Foundation of Employee Benefit Plans at
http://www.ifebp.org/, where industry news on employee benefit plans
is provided. In connection with our anticipated inclusion of sales
and marketing information, we expect to accumulate information
provided by leading industry professional employer organizations
which is intended to educate employers on the benefits of utilizing
the services of a professional employer organization. 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.

We have not yet begun any software development. We are currently
negotiating with potential software development vendors in
connection with our software development requirements, but we have
not yet made any determination as to who we expect will develop our
software.

We intend that the name of our website will be epeoonline.com.
Currently, the name epeoonline.com is registered to Chuck Childers.
Chuck Childers is the president of our Consultant and has verbally
agreed to transfer all rights to the name epeoonline.com to us upon
reimbursement of registration costs in the approximate amount of
$100 paid by Chuck Childers.

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. However, a number of companies have increasingly
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 are
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 Approach To Information Gathering

We intend to use the Internet to create a cost-effective
employer/employee information service network, and we hope to use
that network to solicit and obtain new business for strategic
partners with whom we develop a business relationship. We believe
that our strategic partners will include but will not be limited to
professional employer organizations that are currently members of
the National Association of Professional Employer Organizations (the
"NAPEO"), but we have not yet entered into any discussions,
negotiations or agreements with any such anticipated strategic
partners. According to the NAPEO, the NAPEO was founded in 1984 and
seeks to support the growth and success of its member companies by
providing its member companies with valuable educational resources,
by acting as the unified voice of the PEO industry in government,
and by offering unequaled networking opportunities. Ultimately, we
expect that we will create a platform through which we can market
our own products. By offering visitors to our site a dynamic and
informative employer/employee news and information service and a
variety of competitively priced company branded products, 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 computers.
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

Initially, we expect our newsletter to be offered online and to
contain employment news, as well as general news coverage, for
employers and employees delivered via the Internet. Depending upon
the success achieved with our Internet version of our newsletter, we
hope to expand our newsletter to print form to be delivered via
facsimile transmission and other traditional sources. We expect the
newsletter to be a monthly publication that can be delivered either
through the U.S. postal service or via e-mail. We intend to offer a
30-day free trial examination of our newsletter and news service
products. After the 30 day free trial period, we intend to charge
subscribers a monthly fee based upon the number of employees
employed by such subscriber. We expect to charge a monthly fee of
$50 to subscribers with not more than 10 employees; a monthly fee of
$50 plus $3 for each employee over ten employees for subscribers
with not more than 50 employees; a monthly fee of $150 plus $2 for
each employee over 50 employees for subscribers with not more than
100 employees; a monthly fee of $250 plus $1.50 for each employee
over 100 employees for subscribers with not more than 500 employees;
and a monthly fee of $850 plus $1 for each employee over 500
employees for subscribers with over 500 employees.

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.
We expect to derive our breaking news from certain existing Internet
sites, including but not limited to http://www.benefitsalert.com,
where news and information on benefits from a variety of sources are
provided; http://www.benefitnews.com/index.cfm, where articles and
news affecting benefits and human resource management are provided;
http://www.benefitslink.com/buzz/news.html, where news and articles
related to benefit plans, pension and profit sharing, document
services, COBRA questions and answers and 403(b)audit guidelines are
provided; http://stats.bls.gov/newsrels.htm, where current news
relating to the labor industry is provided; http://www.ebri.org,
where news related to public policy involving employer and employee
issues is provided and http://www.ifebp.org, where industry news on
employee benefit plans is provided.

Video and Audio Tapes

We expect to offer and sell video and audio tapes and 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. However, we have not yet made any
determination as to the exact nature or content of any company
branded video or audio tape, and we expect that such determination
will be a function of our future business development. We
anticipate that our sources for the video and audio tapes will
derive from certain existing Internet sites, including but not
limited to http://www.ahipubs.com,
http://www.business-marketing.com/store/employben.html,
http://www.trainingabc.com/health.htm, and
http://www.kellercomp.com/tapes.htm. We do not currently have any
agreement with any source for the supply of any video or audio tape
that we intend to sell. If we are able to develop a loyal customer
base that relies upon the employer/employee information service
network that we hope to develop, we believe that those customers may
purchase products we offer even though those products may be
available from other sources. If we are able to generate a
sufficient customer base, we may be able to negotiate with our
sources for non-branded audio and video tapes for a bulk purchase at
prices below the general market price otherwise offered by such
sources, or we may be able to negotiate with such sources for
receipt of a sales commission or other remuneration. In either
event, we would generate certain revenues as a result of such sales.
However, we can not be certain that we will be successful in any
negotiation with any such source, and if we are not, we may not
generate any revenue from the sale of non-branded audio and video
tapes.

On-Line Store

Our online store is expected to offer a wide variety of books,
magazines, audio and video tapes, and specialty items, as well as
certain company branded books, newsletters and audio and video
tapes. We expect initially to obtain such products from the sources
described above. However, we have not yet made any determination as
to the exact nature or content of any company branded books or
newsletters, and we expect that such determination will be a
function of our future business development.

Get Listed

We expect to offer banner advertising and link connections from our
Internet site to those professional employer organizations willing
to enroll in our "Get Listed" program. "Get Listed" is the name we
have given to our web-based advertising agreements program, which we
do not expect to differ materially from traditional web-based
advertising agreements. Once enrolled in our "Get Listed" program,
the listed professional employer organization will pay us a monthly
membership fee and become our strategic partner. As our strategic
partner, the professional employer organization will be entitled to
rent banner advertising space on our website, as well as to
establish link connections to the strategic partner's home site.

Strategy

One of our objectives is to develop a sizeable Internet audience and
create an online consumer network that will, after exposure to the
products and services we offer, understand and utilize our services.
Our strategy is expected to focus on the following factors:

Growth

We plan to generate revenues by:

* creating a 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 branded products
at competitive and discounted prices;

* soliciting and obtaining strategic partners who will
become members of our "Get Listed" Program;

* offering banner advertising space on our website to our
strategic partners, as well as other complementary
organizations;

* receipt of a sales commission or other remuneration from
our strategic partners based upon direct link referrals.

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. We expect to become a
member of the NAPEO. As a member of the NAPEO, we will be provided
with access to their member database, which we believe includes
access to over 2,500 professional employer organizations. To the
extent that we have sufficient financial resources to do so, we
intend initially to mail and e-mail brochures and other advertising
materials exhibiting our products and services to other members of
the NAPEO as an introduction to our products and services.
Likewise, we expect to contact various chambers of commerce located
throughout the country through direct mail marketing. If our
financial circumstances permit, we hope to engage a sales force to
initiate personal and follow up contacts with members of the NAPEO
and the various chambers of commerce. Thereafter, we hope to
identify target segments of the public for the purpose of offering
and selling our products and services.

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 are developing a wide range of concepts that we believe may
enhance our market presence, and we hope to continually develop and
implement new and innovative products and services. Currently under
consideration are the following concepts:

* Corporate planning. We hope to develop strategic
alliances through our "Get Listed" program with companies
specializing in corporate transaction planning. If we are
able to develop such strategic alliances, we will provide
our Internet audience with opportunities to utilize the
services of those strategic alliance companies by creating
direct website links to those companies. If we are able
to implement our corporate planning product, we anticipate
that the timeframe for its launch would occur shortly
after the first quarter of 2004. If our "Get Listed"
program proves commercially unsuccessful, we believe our
opportunity to create strategic alliances would be
significantly reduced, and we might be unable to
commercially launch our corporate planning product.

* Insurance products. We hope to develop strategic
alliances through our "Get Listed" program with companies
offering a wide variety of insurance products. If we are
able to develop such strategic alliances, we will provide
our Internet audience with opportunities to obtain the
various types of insurance available from those strategic
alliances. If we are able to implement our insurance
products, we anticipate that the timeframe for its launch
would occur shortly after the first quarter of 2004. If
our "Get Listed" program proves commercially unsuccessful,
we believe our opportunity to create strategic alliances
would be significantly reduced, and we might be unable to
commercially launch our insurance product. However, we
might consider establishing relationships with licensed
insurance professionals to offer various insurance
products to our Internet audience.

* Retirement planning. We hope to develop strategic
alliances through our "Get Listed" program with companies
specializing in retirement planning. If we are able to
develop such strategic alliances, we will provide our
Internet audience with opportunities to participate in the
planning alternatives available through such strategic
alliances. If we are able to implement our retirement
planning products, we anticipate that the timeframe for
its launch would occur shortly after the first quarter of
2004. If our "Get Listed" program proves commercially
unsuccessful, we believe our opportunity to create
strategic alliances would be significantly reduced, and we
might be unable to commercially launch our retirement
planning products.

* Asset planning. We hope to develop strategic alliances
through our "Get Listed" program with companies
specializing in asset planning. If we are able to develop
such strategic alliances, we will provide our Internet
audience with opportunities to participate in the planning
alternatives available through such strategic alliances.
If we are able to implement our asset planning products,
we anticipate that the timeframe for its launch would
occur shortly after the first quarter of 2004. If our
"Get Listed" program proves commercially unsuccessful, we
believe our opportunity to create strategic alliances
would be significantly reduced and we might be unable to
commercially launch our asset planning products.

* E-commerce Services. We hope to develop strategic
alliances through our "Get Listed" program with companies
specializing in the provision of e-commerce services.
Such companies may include but not be limited to companies
providing specialized computer programming and networking
services and companies offering the creation and
development of an e-commerce presence. If we are able to
develop such strategic alliances, we will provide our
Internet audience with opportunities to avail themselves
of the services provided by such strategic alliances. If
we are able to implement our e-commerce services, we
anticipate that the timeframe for its launch would occur
shortly after the first quarter of 2004. If our "Get
Listed" program proves commercially unsuccessful, we
believe our opportunity to create strategic alliances
would be significantly reduced and we might be unable to
commercially launch our e-commerce 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. We hope to be able to
contract with third-party vendors to brand certain products
exclusively for us; however, we cannot be certain that we will be
able to do so. We believe that whether or not we create original
products, we may be able to create a company branded product through
contractual negotiation with the owners of such products. Those
products may include items such as our newsletter subscriptions,
news services and video and audio tapes. Depending upon our
business development and the potential business volumes that we may
be in a position to provide to content owners, such owners may be
willing to license such content to us and allow us to create a
company brand as to such product. Any use by us of content which we
do not originally create will require that we adhere to any and all
applicable intellectual property rights of the owner of such
content. Based upon the current status of our business development,
we are unable to determine if we will have the opportunity to offer
any company branded products, or if we are able to offer such
branded products, what the terms and conditions of any agreement
relating to same may be. If we are unable to create our own branded
products, there may be a detrimental impact upon our ability to
grow. In any event, we anticipate that we will have 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 and that we will
have to develop a substantial customer base in order to be in a
position to obtain any uniquely branded products. Whether or not we
have the ability to create our own branded products, our vendor and
distributor relationships will be one of the keys to our ability to
implement our business plan and make it successful.

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 Corporate Ventures
Network (our "Consultant"), through which our Consultant will assist
us with the administrative implementation of our business plan and
the development of our Internet presence. The business plan
administrative services will include but not necessarily be limited
to assistance with internal accounting practices and procedures,
assistance with the development of financial goals, and coordination
with accounting and legal professionals. The Internet presence
services will include but not necessarily be limited to design,
implementation and testing of Internet products, design and
development of web pages, maintenance of our Internet site,
provision of advice as to web hosting services, provision of certain
programming services, provision of certain Internet technology
services, provision of certain data management services, provision
of advice as to Internet marketing, establishment of a company
Internet identity and presence, and development of an effective
Internet marketing campaign. The Consulting Agreement is dated
April 3, 2001 and was effective for a term of one year, with
automatic one year renewal terms thereafter unless we or the
Consultant elect not to renew the Consulting Agreement at least 30
days prior to the expiration of any term. The Consulting Agreement
is terminable by either the Consultant or us upon thirty days prior
written notice. The Consulting Agreement provides for annual
compensation to our Consultant in the amount of $50,000, which sum
is payable by us in 24 semi-monthly payments. Effective as of
November 1, 2002, we and our Consultant have agreed to change the
terms of the Consulting Agreement, whereby the Consulting Agreement
will continue on a month-to-month basis and the compensation payable
by us to our Consultant is payable at $2,500 per month. The
president of our Consultant is Chuck Childers. Mr. Childers and Mr.
Lindley, our director, president and secretary, are long-time
friends and have participated together in the past in other business
ventures. Mr. Childers does not presently own any of our common
stock and is not one of our officers or directors. The relationship
between us and our Consultant is based upon the Consulting Agreement
as same was amended as of November 1, 2002 and as may be
subsequently amended from time to time, if ever. As of November 30,
2002, we have paid our Consultant $81,667 for services rendered
under the Consulting Agreement, and such payments were made possible
as a result of our receipt of proceeds from certain notes (as
described hereinafter) and from our paid-in capital. As of November
30, 2002, no amounts remain unpaid to our Consultant.

Lease Agreement

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

Notes Payable

We have executed an aggregate of fifteen unsecured promissory notes
in favor of Longview Partners Group, Inc. ("Longview"), a party not
affiliated with us or our officer and director. On each of April
19, 2001, May 21, 2001, June 13, 2001, July 20, 2001, August 22,
2001, September 29, 2001, November 14, 2001, December 18, 2001,
January 23, 2002, March 1, 2002, April 15, 2002, May 16, 2002, July
5, 2002, August 7, 2002 and November 18, 2002, we executed one such
promissory note. Each of such notes evidences principal
indebtedness in the amount of $5,000, and our aggregate principal
indebtedness to Longview is in the amount of $75,000. Each such
note has a term of two years from its date of execution but provides
that Longview may make a demand for payment at any time after one
year from the date of execution. Each such note is unsecured, bears
interest at the rate of 14% per annum and provides for a 5% late
payment penalty as to any amount of interest or principal not paid
when due. We hope to timely pay interest on the notes as same
become due and to repay the principal on the stated expiration of
the term of each note, however; we are not certain that we will be
able to do so.

Our president, Guy T. Lindley, advanced $750 to us to pay certain
corporate expenses. The loan is not evidenced by a note, does not
bear interest and is unsecured. However, the loan is due upon
demand by our president upon us.

Competition

The market for online advertising is highly competitive. While we
do not expect online advertising to constitute our main revenue
source, nonetheless we expect it to be important to the Company.
Accordingly, we face substantial competition from established
Internet portals for advertisers, as well as for parties willing to
act as strategic partners through our "Get Listed" program. While
most established Internet portals offer online advertising and can
be expected to present some level of competition, we expect our main
competitors to be well-known Internal portals such as Yahoo!, MSN
and America Online, as well as major Internet business portals such
as CNN News, Bloomberg News, Red Herring, Business News and USA
Today. We anticipate that these Internet sites may attract the
attention of Professional Employer Organizations (PEO's), which we
expect to target as our main customers.

We expect that our anticipated online advertising competitors will
have greater financial and marketing resources than we will have.
As a result, our competitors may be able to respond more quickly
than our Company to evolving Internet realities, which may result in
a stronger appeal to our potential advertising base. Furthermore,
these greater resources may better enable them to withstand periodic
economic downturns, compete more effectively on the basis of price,
and more effectively retain existing advertisers and attract new
advertisers. As more businesses seek to avail themselves of the
business opportunities afforded by the Internet, we expect
competition for advertisers and strategic partners to increase. On
the other hand, because our Company expects to focus its Internet
portal on employer/employee information services, advertisers
seeking to deliver their advertisements to this niche market may
find their interests better served by our Company's internet portal
than by online advertising on Internet portals with a more
generalized content.

We expect our main source of revenue to derive from our online
brokering of PEO services. A PEO is defined as an organization that
provides an integrated and cost-effective approach to the management
and administration of the human resources and employer risk of its
clients. A PEO accomplishes these objectives for its client
businesses by contractually assuming substantial employer rights,
responsibilities and risks, and by establishing and maintaining an
employer relationship with the workers assigned to its client
businesses. By providing these services, the PEO enables its client
businesses to control costs, save time and paperwork hassles, reduce
turnover and attract better employees, manage claims, provide better
benefits packages, provide professional assistance with compliance,
provide professional assistance with human resource services, and
reduce accounting costs, among other things. However, selecting the
right PEO is difficult. We expect to identify business clients that
we attract to our Internet portal by providing employer/employee
resources and match these client businesses to one of more than
3,000 PEO's nationwide.

We expect our main competitors to be other Internet portals that
provide PEO resources, including PEO7, an online PEO portal,
PEO.com, an online PEO news directory, NetPEO, an online PEO portal,
and PEOGuide, an online PEO referral service. A client business
considering a relationship with a PEO must first answer many
questions, including what are its own human resource and risk
management needs, is the PEO capable of meeting these needs, what is
the prospective PEO's financial background, what are the prospective
PEO's client and professional references, how are the prospective
PEO's employee benefits funded and tailored, and what are the terms
of the service agreement, among other things. Our main competitors
attempt to answer these questions by providing a variety of PEO
services and information. We expect that our anticipated online PEO
resource compeitors will have greater financial and marketing
resources than we will have. As a result, our competitors may be
able to respond more quickly than our Company to evolving Internet
and PEO industry realities, which may result in a stronger appeal to
our potential client business base. Furthermore, these greater
resources may better enable them to withstand periodic economic
downturns, compete more effectively on the basis of price, and more
effectively retain existing client businesses and attract new client
businesses. Some prospective business clients may determine that it
is imprudent to rely on a new company that lacks significant
operating experience to resolve important human resource and risk
management issues. On the other hand, some prospective client
businesses may determine that a new company with fewer customers can
provide more personalized services. Our ability to successfully
compete with our PEO resource competitors will depend upon many
factors, including our financial abilities existing from time to
time, the timeliness, comprehensiveness and trustworthiness of our
Internet portal's content as compared to that of our competitors,
our success in developing and implementing effective sales and
marketing strategies, and our ability to manage our customer and
vendor base. In any event, we believe that our existing competition
and any competition we may encounter once we complete and launch our
Internet portal, if we are able to do so, will be from companies
with greater resources than we possess, and we will be at a
competitive disadvantage in responding to any such competition.

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 employee is Guy
T. Lindley, who serves as our sole director, president, secretary
and treasurer. We expect that Mr. Lindley will spend as much as
thirty hours each week in attending to our business affairs, but Mr.
Lindley is not obligated to do so. We expect that Mr. Lindley will
also be engaged as a consultant to third-party companies engaged in
unrelated businesses and that he will devote such portion of his
time to such other activities as he may deem necessary. We believe
that the time Mr. Lindley intends to devote to our business affairs,
along with the services being provided to us by our Consultant, will
initially be adequate for us to implement our plan of operations. As
our business develops and as our financial resources permit, we
intend to hire such additional staff as may be necessary to further
develop and implement our plan of operations.

Facilities

The Company's principal executive offices are located at 411
Lighthouse Drive, Palm Beach Gardens, Florida 33410.

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 annually 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 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., a development stage airline company.
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 such time, if
any, that we obtain sufficient capital through this offering or
otherwise. We do not presently intend to use any of the proceeds of
this offering to compensate our executive officer, except that we
intend to reimburse our executive officer for any expenses of the
offering paid by him, if any.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of October 15,
2003 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. Our founders are Guy T. Lindley, James Young, Clara
Sneath, Greg Rice, Bonnie Crum and Edward H. Gilbert. The number of
shares of our common stock issued to each of our founders is
identified in the section of this registration statement entitled
"Security Ownership of Certain Beneficial Owners and Management. At
the time of the issuance of our shares to our founders, they were of
negligible value.

DESCRIPTION OF COMMON STOCK

Our 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 holders of 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 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.

Our preferred stock may be issued from time to time in one or more series,
and each of such series will have distinctive serial designations in such
manner as is determined by our Board of Directors.

Each series of preferred stock may be of such number of shares and may have
such rights and preferences, including but not limited to special voting
rights, redemption rights, conversion rights, dividend rights, liquidation
rights, other relative, participating, optional or other special rights, and
qualifications, limitations or restrictions, as may be stated in the
resolution of our Board of Directors 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 whose telephone number is (954)726-4954 as the
transfer agent for our common stock.

SHARES ELIGIBLE FOR FUTURE SALE

Prior 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 that were acquired from us at least two years prior to the proposed
sale may generally be sold by non-affiliates without restriction. 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 a certain manner
of sale provisions and notice requirements and to the availability of
current public information about us.

Of the 1,000,000 shares of our common stock currently outstanding,
approximately 1,000,000 shares may be eligible for sale in the public market
sometime after April 2002 with certain restrictions and sometime after April
2003 without such restrictions, unless such shares are purchased or sold by
our affiliates.

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 December 31, 2003,
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 June 30, 2004 or such 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 made 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. However, subject to the limitation
described under "Use of Proceeds," we will reimburse him for all expenses
incurred by him in connection with the offering, which we believe will be
approximately $53,000. 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 the event of 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 state of 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 an officer
or director. The indemnity may include expenses (including attorney's
fees), judgments, fines and amounts paid in settlement that were actually
and reasonably incurred by the person in connection with the action, suit or
proceeding; provided, however, that the person acted in good faith and in a
manner such person 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 such person's 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 such officer
or director against the expenses which such officer or director 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 for the year ended September 30, 2002, for the
period from April 2, 2001 (inception) to September 30, 2001, and for
the period from April 2, 2001 (inception) to September 30, 2002 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.

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

FINANCIAL STATEMENTS

SEPTEMBER 30, 2002

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

CONTENTS

Page(s)

Independent Auditors' Report 1

Balance Sheet 2

Statements of Operations 3

Statement of Changes in Stockholders' Deficiency 4

Statements of Cash Flows 5

Notes to Financial Statements 6-11

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, 2002 and the related
statements of operations, changes in stockholders' deficiency and cash flows
for the year ended September 30, 2002, the period from April 2, 2001
(inception) to September 30, 2001 and the period from April 2, 2001
(inception) to September 30, 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 audit.

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 audits 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 Ewebcentral.net, Inc. (a
development stage company) as of September 30, 2002, and the results of its
operations and its cash flows for the year ended September 30, 2002, the
period from April 2, 2001 (inception) to September 30, 2001, and the period
from April 2, 2001 (inception) to September 30, 2002, 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 9 to the
financial statements, the Company's operating losses of $97,720, deficit
accumulated during development stage of $124,542, cash used in operations of
$55,750, working capital deficit of $115,317 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 9. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

SALBERG & COMPANY, P.A.
Boca Raton, Florida
December 24, 2002

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

BALANCE SHEET

SEPTEMBER 30, 2002

ASSETS

Assets

ASSETS

Cash $2,670

Prepaid asset $1,922

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

TOTAL CURRENT ASSETS $4,592
============

Liabilities and Stockholders' Deficiency

LIABILITIES

Accounts payable $36,060

Loan payable, related party 750

Loan Payable, other 5,000

Notes payable 70,000

Accrued interest payable 8,099
------------

TOTAL CURRENT LIABILITIES 119,909
------------

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 9,125

Deficit accumulated during development stage (124,542)
------------
TOTAL STOCKHOLDERS' DEFICIENCY (115,317)
------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $4,592
============

See accompanying notes to financial statements.

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

STATEMENT OF OPERATIONS

Year Ended From April 2, 2001
September (inception) to
30, 2002 September 30,
2001 2002

OPERATING EXPENSES

Consulting $50,000 $25,000 $75,000

Professional Fees 377 - 377

Bank fees - 30 30

Costs of postponed offering 40,236 - 40,236

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

TOTAL OPERATING EXPENSES 90,613 25,830 116,443
---------- --------- ---------

Loss from Operations (90,613) (25,830) (116,443)
---------- --------- ---------
OTHER EXPENSE

Interest expense (7,107) (992) (8,099)
---------- --------- ---------

NET LOSS ($97,720) ($26,822) ($124,542)
========== ========= ==========

Net loss per share - basic ($0.10) ($0.03) ($0.12)
and diluted ========== ========= ==========

Weighted average number of 1,000,000 1,000,000 1,000,000
shares 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, 2002

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 - - - (26,822) - (26,822)
April 2, 2001 --------- --------- ---------- ----------- ------------ --------
(inception) to
September 30,
2001

Balance,
September 30, 1,000,000 100 1,525 (26,822) (100) (25,297)
2001

Payment on - - - - 100 100
Subscription

Contributed
capital, - - 7,600 - - 7,600
related party

Net Loss, 2002 - - - (97,720) - (97,720)
--------- --------- ---------- ---------- ----------- ---------

BALANCE, 1,000,000 100 9,125 (124,542) - (115,317)
SEPTEMBER 30, ========= ========= ========== =========== ============ ========
2002

See accompanying notes to financial statements.

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

STATEMENTS OF CASH FLOWS

Year Ended From April 2, 2001
September
30, 2002 (inception) to

September
30,
20012002

CASH FLOWS FROM
OPERATING ACTIVITIES:

Net loss $(97,720) $(26,822) ($124,542)

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

Accounting expense paid - 725 725
by President

Rent contributed - 800 800

Changes in operating
assets and liabilities:

Increase (decrease) in:

Prepaid Asset (1,922) - (1,922)

Deferred offering costs 32,285 (32,285) -

Increase (decrease) in:

Accounts payable 4,500 31,560 36,060

Accrued interest payable 7,107 992 8,099

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

NET CASH USED IN (55,750) (25,030) (80,780)
OPERATING ACTIVITIES:

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

CASH FLOWS FROM
FINANCING ACTIVITIES:

Proceeds from notes 40,000 30,000 70,000
payable

Contributed capital, 7,600 - 7,600
related party

Proceeds from loan 750 - 750
payable, related party

Proceeds from loan 5,000 - 5,000
payable, other

Payment on stock 100 - 100
subscriptions

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

NET CASH PROVIDED BY 53,450 30,000 83,450
FINANCING ACTIVITIES:

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

Net increase (decrease) (2,300) 4,970 2,670
in cash

CASH AT BEGINNING OF 4,970 - -
PERIOD: ------------ ---------- ----------

CASH AT END OF PERIOD: 2,670 4,970 $2,670
============ ========== ==========

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. The subscription was paid in
December 2001. (See Note 6).

See accompanying notes to financial statements.

EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30,2002

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.

For purposes of the cash flow statement, the Company considers all highly
liquid investments with maturities of three months or less at the time of
purchase to be cash equivalents.

(D) CONCENTRATION OF CREDIT RISK

The Company maintains its cash in bank deposit accounts, which, at times,
may exceed federally insured limits. At September 30, 2002, the Company did
not have any deposits in excess of federally insured limits. The Company
has not experienced any losses in such accounts through September 30, 2002.

(E) INCOME TAXES

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.

(F) 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, 2002, there were no common stock equivalents outstanding, which may
dilute future earnings per share.

(G) 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 accounts payable, loan payable, related party, notes payable and
accrued interest payable, approximate fair value due to the relatively short
period to maturity for these instruments.

(H) NEW ACCOUNTING PRONOUNCEMENTS

Statement No. 141 "Business Combinations" ("SFAS 141") 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" ("SFAS 142")
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 implementation of SFAS 142 on January 1, 2002 did
not have a material effect on the Company's financial position, results of
operations or liquidity.

Statement No. 143, "Accounting for Asset Retirement Obligations," ("SFAS
143") requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred. When the
liability is initially recorded, the entity capitalizes a cost by increasing
the carrying amount of the related long-lived asset. Over time, the
liability is accreted to its present value each period, and the capitalized
cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The standard is
effective for fiscal years beginning after June 15, 2002. The adoption of
SFAS 143 is not expected to have a material impact on the Company's
financial position, results of operations or liquidity.

Statement No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144") 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 implementation of SFAS 144 on January 1, 2002 did not have a
material effect on the Company's financial position, results of operations
or liquidity.

Statement No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections," ("SFAS 145")
updates, clarifies, and simplifies existing accounting pronouncements.
Statement No. 145 rescinds Statement 4, which required all gains and losses
from extinguishment of debt to be aggregated and, if material, classified as
an extraordinary item, net of related income tax effect. As a result, the
criteria in Opinion 30 will now be used to classify those gains and losses.
Statement 64 amended Statement 4, and is no longer necessary because
Statement 4 has been rescinded. Statement 44 was issued to establish
accounting requirements for the effects of transition to the provisions of
the motor Carrier Act of 1980. Because the transition has been completed,
Statement 44 is no longer necessary. Statement 145 amends Statement 13 to
require that certain lease modifications that have economic effects similar
to sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. This amendment is consistent with FASB's goal
requiring similar accounting treatment for transactions that have similar
economic effects. This statement is effective for fiscal years beginning
after May 15, 2002. The adoption of SFAS 145 is not expected to have a
material impact on the Company's financial position, results of operations
or liquidity.

Statement No. 146, "Accounting for Exit or Disposal Activities" ("SFAS 146")
addresses the recognition, measurement, and reporting of cost that are
associated with exit and disposal activities that are currently accounted
for pursuant to the guidelines set forth in EITF 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to
exit an Activity (including Certain Cost Incurred in a Restructuring)," cost
related to terminating a contract that is not a capital lease and one-time
benefit arrangements received by employees who are involuntarily terminated
nullifying the guidance under EITF 94-3. Under SFAS 146, the cost
associated with an exit or disposal activity is recognized in the periods in
which it is incurred rather than at the date the Company committed to the
exit plan. This statement is effective for exit or disposal activities
initiated after December 31, 2002 with earlier application encouraged. The
adoption of SFAS 146 is not expected to have a material impact on the
Company's financial position, results of operations or liquidity.

NOTE 2 DEFERRED OFFERING COSTS

The Company capitalizes direct costs of its offering as incurred and charges
the cost to additional paid-in capital upon completion of its offering.
Direct costs include primarily legal, accounting, and audit fees. At
September 30, 2002, no funds have been raised under the Company's most
recent Form SB-2 offering. Accordingly, the Company has charged $40,236 to
operations for costs of postponed offering in accordance with the Securities
and Exchange Commission's Staff Accounting Bulletin Topic 5A "Expenses of
Offering."

NOTE 3 LOANS PAYABLE

(A) RELATED PARTY

During the year ended September 30, 2002, the Company's President advanced
$750 to pay corporate expenses on behalf of the Company. The loan is
non-interest nearing, unsecured, and due on demand. (See Note 7)

(B) OTHER

On September 5, 2002, the Company's received $5,000 from an unrelated
individual to pay corporate expenses on behalf of the Company. The loan is
unsecured, due on demand and bears interest equivalent to the prime interest
rate of 4.75% based on the date of the loan.

NOTE 4 NOTES PAYABLE AND ACCRUED INTEREST

The Company has executed 14 unsecured promissory notes with one lender,
Longview Partners Group, Inc., for $5,000 each at April 19, 2001, May 21,
2001, June 13, 2001, July 20, 2001, August 22, 2001, September 29, 2001,
November 14, 2001, December 18, 2001, January 23, 2002, March 1, 2002, April
15, 2002, May 16, 2002, July 5, 2002 and August 7, 2002. Each note has a
term of two years unless demand is made one year from date of issuance. At
the time of demand, all unpaid principal and interest shall become due and
payable. Accordingly, the notes are considered current liabilities at
September 30, 2002. The notes bear interest at 14% with a default penalty
within 5 days of the due date of 5% of the amount due. During the year
ended September 30, 2002, there were no repayments or demands for repayment.
Accrued interest was $8,099 at September 30, 2002.

On November 18, 2002, the Company executed one additional promissory note
with the same lender for $5,000 under the same terms stated above. (See
Note 10)

NOTE 5 COMMITMENTS CORPORATE CONSULTING AGREEMENT

The Company entered into an automatic renewable one-year consulting
agreement effective April 3, 2001 whereby the consultant will provide
corporate development services for cash compensation of $50,000 per year
payable in 24 equal bi-weekly installments. During fiscal 2002 and 2001,
the Company incurred and paid $50,000 and $25,000, respectively, to the
consultant for services rendered.

Effective November 1, 2002, the Company changed the terms of its existing
corporate consulting agreement. Under the new terms of the agreement, the
consultant would be paid at the rate of $2,500 per month, and the agreement
will continue on a month-to-month basis. (See Note 10)

NOTE 6 STOCKHOLDERS' DEFICIENCY

The Company issued 1,000,000 common shares to its founders for $0.0001 per
share at inception. The $100 fair value was recorded as a subscription
receivable at September 30, 2001. The subscription was paid in full in
December 2001. (See Note 7)

At September 30, 2002 and 2001, the President paid $7,600 and $725,
respectively, in corporate expenses, which was treated as contributed
capital. (See Note 7)

At September 30, 2001, an affiliate contributed the use of the office space
valued at $800, which was treated as contributed capital. (See Note 7)
On October 29, 2002, the President paid $1,550 in corporate expenses, which
was treated as contributed capital. (See Notes 7 and 10)

NOTE 7 RELATED PARTY TRANSACTIONS

During the year ended September 30, 2002, the Company's President advanced
$750 to pay corporate expenses on behalf of the Company. (See Note 3 (A))
The Company issued 1,000,000 common shares to its founders for $0.0001 per
share at inception having a fair value of $100. (See Note 6)

At September 30, 2002 and 2001, the President paid $7,600 and $725,
respectively, in corporate expenses. (See Note 6)

At September 30, 2001, an affiliate contributed the use of the office space
valued at $800. (See Note 6)

On October 29, 2002, the President paid $1,550 in corporate expenses, which
was treated as contributed capital. (See Notes 6 and 10)

NOTE 8 INCOME TAXES

There was no income tax expense for the periods ended September 30, 2002 and
April 2, 2001 (inception) to 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 periods ended September 30, 2002, and April 2, 2001
(inception) to September 30, 2001 (computed by applying the Federal
Corporate tax rate of 34% to loss before taxes), as follows:

2002 2001
---- ----

COMPUTED "EXPECTED" TAX EXPENSE $(33,325) $(9,119)
(BENEFIT)

Change in valuation allowance $33,325 9,119

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

$- $-
========== ==========

The effects of temporary differences that gave rise to significant portions
of deferred tax assets and liabilities at September 30, 2002 and the period
from April 2, 2001 (inception) to September 30, 2001 are as follows:

DEFERRED TAX ASSETS: 2002 2001
---- ----

NET OPERATING LOSS CARRYFORWARD $(42,344) $(9,119)
---------- ----------
TOTAL GROSS DEFERRED TAX ASSETS 42,344 9,119

LESS VALUATION ALLOWANCE 42,344 9,119
---------- ----------
NET DEFERRED TAX ASSETS $- $-
========== ==========

THE COMPANY HAS A NET OPERATING LOSS CARRYFORWARD OF APPROXIMATELY $124,527
AVAILABLE TO OFFSET FUTURE TAXABLE INCOME THROUGH 2022.

THE VALUATION ALLOWANCE AT SEPTEMBER 30, 2001 WAS $9,119. THE NET CHANGE IN
VALUATION ALLOWANCE DURING THE YEAR ENDED SEPTEMBER 30, 2002 WAS AN INCREASE
OF $33,225.

NOTE 9 GOING CONCERN

AS REFLECTED IN THE ACCOMPANYING FINANCIAL STATEMENTS, THE COMPANY HAS
OPERATING LOSSES OF $97,720, A DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
OF $124,542; CASH USED IN OPERATIONS OF $55,750, A WORKING CAPITAL DEFICIT
OF $115,317, 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 10 SUBSEQUENT EVENTS

ON OCTOBER 29, 2002, THE PRESIDENT PAID $1,550 IN CORPORATE EXPENSES, WHICH
IS TREATED AS CONTRIBUTED CAPITAL. (SEE NOTES 6 AND 7)
EFFECTIVE NOVEMBER 1, 2002, THE COMPANY CHANGED THE TERMS OF ITS EXISTING
CORPORATE CONSULTING AGREEMENT. (SEE NOTE 5)

ON NOVEMBER 18, 2002, THE COMPANY EXECUTED ONE ADDITIONAL PROMISSORY NOTE
WITH THE SAME LENDER FOR $5,000. (SEE NOTE 4)

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

FINANCIAL STATEMENTS

(UNAUDITED)

JUNE 30, 2003

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

CONTENTS

PAGE(S)

BALANCE SHEET 1

STATEMENTS OF OPERATIONS 2

STATEMENTS OF CASH FLOWS 3

NOTES TO FINANCIAL STATEMENTS 4-7

EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 2003
(UNAUDITED)

ASSETS

CASH $53

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

TOTAL CURRENT ASSETS $53
============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

ACCOUNTS PAYABLE $51,088

ACCRUED INTEREST PAYABLE 15,858

LOAN PAYABLE, RELATED PARTY 750

LOAN PAYABLE, OTHER 5,000

NOTES PAYABLE 75,000

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

TOTAL CURRENT LIABILITIES 147,696
------------

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 25,675

DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE (173,418)
------------

TOTAL STOCKHOLDERS' DEFICIENCY (147,643)
------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $53
============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)

FROM APRIL
THREE MONTHS ENDED NINE MONTHS ENDED 2, 2001
JUNE 30, JUNE 30, (INCEPTION
2003 2002 2003 2002 OF DEVELOPMENT
STAGE) TO
JUNE 30, 2003

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

TOTAL REVENUES $- $- $- $- $-

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

OPERATING EXPENSES

CONSULTING $7,500 $10,417 $24,167 $37,500 $99,167

PROFESSIONAL FEES - - - - 377

BANK FEES - - - - 30

RENT - - - - 800

COSTS OF POSTPONED OFFERING 2,618 - 16,950 - 57,186

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

TOTAL OPERATING EXPENSES 10,118 10,417 41,117 37,500 157,560

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

LOSS FROM OPERATIONS (10,118) (10,417) (41,117) (37,500) (157,560)

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

OTHER EXPENSE

INTEREST EXPENSE (2,617) (1,981) (7,759) (4,722) (15,858)

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

TOTAL OTHER EXPENSE (2,617) (1,981) (7,759) (4,722) (15,858)

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

NET LOSS ($12,735) ($12,398) ($48,876) ($42,222) ($173,418)

========== ========== ========= ========== ==========

NET LOSS PER SHARE - BASIC ($0.01) ($0.01) ($0.05) ($0.04) ($0.17)
AND DILUTED

========== ========== ========= ========== ==========

WEIGHTED AVERAGE NUMBER OF 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
SHARES OUTSTANDING DURING
THE PERIOD - BASIC AND
DILUTED

========== ========== ========= ========== ==========

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)

Year Ended From April 2, 2001
September 30, (inception)
2002 to September 30,

2001 2002
---------- ---------- ----------

CASH FLOWS FROM
OPERATING ACTIVITIES:

Net loss $(48,876) $(42,222) $(173,418)

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

Accounting expense paid - - 725
by President

Rent contributed - - 800

Changes in operating 10,000 - 10,000
assets and liabilities:

Increase (decrease) in:

Deferred offering costs (5,851)

Increase (decrease) in:

Prepaids 1,922 - -

Accounts payable 15,028 5,102 51,088

Accrued interest payable 7,759 4,722 15,858

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

NET CASH USED IN (14,167) (38,249) (94,947)
OPERATING ACTIVITIES:

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

CASH FLOWS FROM
FINANCING ACTIVITIES:

Cash overdraft - 2,029 -

Contributed capital, 6,550 - 14,150
officer

Proceeds from loan 5,000 - 5,000
payable-other

Proceeds from notes - 30,400 75,000
payable

Proceeds from stock - 100 100
subscriptions

Proceeds from loan - 750 750
payable-related party

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

NET CASH PROVIDED BY 11,550 33,279 95,000
FINANCING ACTIVITIES:

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

Net increase (decrease) $(2,617) $(4,970) $53
in cash

CASH AT BEGINNING OF 2,670 4,970 -
YEAR:

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

CASH AT END OF YEAR: $53 - $53

========== ========== ==========

See accompanying notes to financial statements.

EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003
(UNAUDITED)

NOTE 1 BASIS OF PRESENTATION

THE ACCOMPANYING UNAUDITED FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES OF AMERICA AND THE RULES AND REGULATIONS OF THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION FOR INTERIM FINANCIAL INFORMATION.
ACCORDINGLY, THEY DO NOT INCLUDE ALL THE INFORMATION AND FOOTNOTES NECESSARY
FOR A COMPREHENSIVE PRESENTATION OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS.

IT IS MANAGEMENT'S OPINION, HOWEVER, THAT ALL MATERIAL ADJUSTMENTS
(CONSISTING OF NORMAL RECURRING ADJUSTMENTS) HAVE BEEN MADE WHICH ARE
NECESSARY FOR A FAIR FINANCIAL STATEMENT PRESENTATION. THE RESULTS FOR THE
INTERIM PERIOD ARE NOT NECESSARILY INDICATIVE OF THE RESULTS TO BE EXPECTED
FOR THE YEAR.

FOR FURTHER INFORMATION, REFER TO THE AUDITED FINANCIAL STATEMENTS AND
FOOTNOTES FROM APRIL 2, 2001 (INCEPTION) TO SEPTEMBER 30, 2002 INCLUDED IN
THE COMPANY'S FORM SB-2, AS AMENDED.

NOTE 2 RECENT ACCOUNTING PRONOUNCEMENTS

IN MAY 2003, THE FASB ISSUED SFAS NO. 149, AMENDMENT OF STATEMENT 133 ON
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 149") WHICH PROVIDES
FOR CERTAIN CHANGES IN THE ACCOUNTING TREATMENT OF DERIVATIVE CONTRACTS.
SFAS 149 IS EFFECTIVE FOR CONTRACTS ENTERED INTO OR MODIFIED AFTER JUNE 30,
2003, EXCEPT FOR CERTAIN PROVISIONS THAT RELATE TO SFAS NO. 133
IMPLEMENTATION ISSUES THAT HAVE BEEN EFFECTIVE FOR FISCAL QUARTERS THAT
BEGAN PRIOR TO JUNE 15, 2003, WHICH SHOULD CONTINUE TO BE APPLIED IN
ACCORDANCE WITH THEIR RESPECTIVE EFFECTIVE DATES. THE GUIDANCE SHOULD BE
APPLIED PROSPECTIVELY. THE ADOPTION OF SFAS 149 IS NOT EXPECTED TO HAVE A
MATERIAL IMPACT ON THE COMPANY'S FINANCIAL POSITION, RESULTS OF OPERATIONS
OR LIQUIDITY.

IN MAY 2003, THE FASB ISSUED SFAS NO. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY ("SFAS
150"). THIS NEW STATEMENT CHANGES THE ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS THAT, UNDER PREVIOUS GUIDANCE, ISSUERS COULD ACCOUNT FOR AS
EQUITY. IT REQUIRES THAT THOSE INSTRUMENTS BE CLASSIFIED AS LIABILITIES IN
BALANCE SHEETS. MOST OF THE GUIDANCE IN SFAS 150 IS EFFECTIVE FOR ALL
FINANCIAL INSTRUMENTS ENTERED INTO OR MODIFIED AFTER MAY 31, 2003, AND
OTHERWISE IS EFFECTIVE AT THE BEGINNING OF THE FIRST INTERIM PERIOD
BEGINNING AFTER JUNE 15, 2003. THE ADOPTION OF SFAS 150 IS NOT EXPECTED TO
HAVE A MATERIAL IMPACT ON THE COMPANY'S FINANCIAL POSITION, RESULTS OF
OPERATIONS OR LIQUIDITY.

IN NOVEMBER 2002, THE FASB ISSUED FASB INTERPRETATION NO. 45, GUARANTOR'S
ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING INDIRECT
GUARANTEES OF INDEBTEDNESS OF OTHERS ("FIN 45"). FIN 45 REQUIRES THAT A
LIABILITY BE RECORDED IN THE GUARANTOR'S BALANCE SHEET UPON ISSUANCE OF A
GUARANTEE. IN ADDITION, FIN 45 REQUIRES DISCLOSURES ABOUT THE GUARANTEES
THAT AN ENTITY HAS ISSUED, INCLUDING A RECONCILIATION OF CHANGES IN THE
ENTITY'S PRODUCT WARRANTY LIABILITIES. THE INITIAL RECOGNITION AND INITIAL
MEASUREMENT PROVISIONS OF FIN 45 ARE APPLICABLE ON A PROSPECTIVE BASIS TO
GUARANTEES ISSUED OR MODIFIED AFTER DECEMBER 31, 2002, IRRESPECTIVE OF THE
GUARANTOR'S FISCAL YEAR-END. THE DISCLOSURE REQUIREMENTS OF FIN 45 ARE
EFFECTIVE FOR FINANCIAL STATEMENTS OF INTERIM OR ANNUAL PERIODS ENDING AFTER
DECEMBER 15, 2002. THE ADOPTION OF FIN 45 IS NOT EXPECTED TO HAVE A MATERIAL
IMPACT ON THE COMPANY'S FINANCIAL POSITION, RESULTS OF OPERATIONS, OR
LIQUIDITY.

IN JANUARY 2003, THE FASB ISSUED FASB INTERPRETATION NO. 46, CONSOLIDATION
OF VARIABLE INTEREST ENTITIES ("FIN 46"), WHICH REPRESENTS AN INTERPRETATION
OF ACCOUNTING RESEARCH BULLETIN NO. 51 ("ARB 51"), CONSOLIDATED FINANCIAL
STATEMENTS. ARB 51 REQUIRES THAT A COMPANY'S CONSOLIDATED FINANCIAL
STATEMENTS INCLUDE SUBSIDIARIES IN WHICH THE COMPANY HAS A CONTROLLING
FINANCIAL INTEREST. THAT REQUIREMENT USUALLY HAS BEEN APPLIED TO
SUBSIDIARIES IN WHICH THE COMPANY HAS A MAJORITY VOTING INTEREST. HOWEVER,
THE VOTING INTEREST APPROACH IS NOT EFFECTIVE IN IDENTIFYING CONTROLLING
FINANCIAL INTERESTS IN ENTITIES (REFERRED TO AS " VARIABLE INTEREST
ENTITIES") THAT ARE NOT CONTROLLABLE THROUGH VOTING INTERESTS OR IN WHICH
THE EQUITY INVESTORS DO NOT BEAR THE RESIDUAL ECONOMIC RISKS. FIN 46
PROVIDES GUIDANCE ON IDENTIFYING VARIABLE INTEREST ENTITIES AND ON ASSESSING
WHETHER A COMPANY'S INVESTMENT IN A VARIABLE INTEREST ENTITY REQUIRES
CONSOLIDATION THEREOF. FIN 46 IS EFFECTIVE IMMEDIATELY FOR INVESTMENTS MADE
IN VARIABLE INTEREST ENTITIES AFTER JANUARY 31, 2003 AND IT IS EFFECTIVE IN
THE FIRST FISCAL YEAR OR INTERIM PERIOD BEGINNING AFTER JUNE 15, 2003 FOR
INVESTMENTS IN VARIABLE INTEREST ENTITIES MADE PRIOR TO FEBRUARY 1, 2003.
THE ADOPTION OF FIN 46 IS NOT EXPECTED TO HAVE A MATERIAL IMPACT ON THE
COMPANY'S FINANCIAL POSITION, RESULTS OF OPERATIONS, OR LIQUIDITY.

NOTE 3 ACCOUNTS PAYABLE AND OFFERING COSTS

THE COMPANY CAPITALIZES DIRECT COSTS OF ITS OFFERING AS INCURRED AND CHARGES
THE COST TO ADDITIONAL PAID-IN CAPITAL UPON COMPLETION OF ITS OFFERING.
DIRECT COSTS INCLUDE PRIMARILY LEGAL, ACCOUNTING, AND AUDIT FEES. SINCE
SEPTEMBER 30, 2002, NO FUNDS HAD BEEN RAISED UNDER THE COMPANY'S MOST RECENT
FORM SB-2 OFFERING. AT JUNE 30, 2003, THE COMPANY HAS RECORDED ACCOUNTS
PAYABLE OF $51,088 RELATED TO COSTS OF THE POSTPONED OFFERING. ACCORDINGLY,
THE COMPANY HAS CHARGED $2,618 AND $16,950 TO OPERATIONS FOR THE THREE AND
NINE MONTHS ENDED JUNE 30, 2003, RESPECTIVELY, RELATED TO COSTS OF THE
POSTPONED OFFERING PURSUANT TO THE SECURITIES AND EXCHANGE COMMISSION'S
STAFF ACCOUNTING BULLETIN TOPIC 5A "EXPENSES OF OFFERING."

NOTE 4 NOTES PAYABLE AND ACCRUED INTEREST

THE COMPANY HAS EXECUTED FIFTEEN UNSECURED PROMISSORY NOTES WITH ONE LENDER,
LONGVIEW PARTNERS GROUP, INC., FOR $5,000 EACH AT APRIL 19, 2001, MAY 21,
2001, JUNE 13, 2001, JULY 20, 2001, AUGUST 22, 2001, SEPTEMBER 29, 2001,
NOVEMBER 14, 2001, DECEMBER 18, 2001, JANUARY 23, 2002, MARCH 1, 2002, APRIL
15, 2002, MAY 16, 2002, JULY 5, 2002, AUGUST 7, 2002, AND NOVEMBER 18, 2002.
EACH NOTE HAS A TERM OF TWO YEARS UNLESS DEMAND IS MADE ONE YEAR FROM DATE
OF ISSUANCE. AT THE TIME OF DEMAND, ALL UNPAID PRINCIPAL AND INTEREST SHALL
BECOME DUE AND PAYABLE. ACCORDINGLY, THE NOTES ARE CONSIDERED CURRENT
LIABILITIES AT JUNE 30, 2003. THE NOTES BEAR INTEREST AT 14% WITH A DEFAULT
PENALTY WITHIN 5 DAYS OF THE DUE DATE OF 5% OF THE AMOUNT DUE. DURING THE
NINE MONTHS ENDED JUNE 30, 2003, THERE WERE NO REPAYMENTS OR DEMANDS FOR
REPAYMENT. THE TOTAL OUTSTANDING PRINCIPAL WAS $75,000 AND THE RELATED
ACCRUED INTEREST WAS $15,858 AT JUNE 30, 2003. DURING THE THREE MONTHS
ENDED JUNE 30, 2003, THE APRIL, MAY AND JUNE 2001 NOTES AND RELATED ACCRUED
INTEREST BECAME DUE. THE COMPANY HAS ARRANGED WITH THE LENDER FOR AN
EXTENSION. THESE NOTES HAVE ALL BEEN EXTENDED FOR A PERIOD OF ONE YEAR FROM
THEIR ORIGINAL MATURITY DATES.

NOTE 5 COMMITMENTS CORPORATE CONSULTING AGREEMENT

THE COMPANY ENTERED INTO AN AUTOMATIC RENEWABLE ONE-YEAR CONSULTING
AGREEMENT EFFECTIVE APRIL 3, 2001 WHEREBY THE CONSULTANT WILL PROVIDE
CORPORATE DEVELOPMENT SERVICES FOR CASH COMPENSATION OF $50,000 PER YEAR
PAYABLE IN 24 EQUAL BI-WEEKLY INSTALLMENTS. DURING FISCAL 2002 AND 2001,
THE COMPANY INCURRED AND PAID $50,000 AND $25,000, RESPECTIVELY, TO THE
CONSULTANT FOR SERVICES RENDERED. EFFECTIVE NOVEMBER 1, 2002, ("NOVEMBER
AGREEMENT") THE COMPANY CHANGED THE TERMS OF ITS EXISTING CORPORATE
CONSULTING AGREEMENT. UNDER THE NEW TERMS OF THE AGREEMENT, THE CONSULTANT
WOULD BE PAID AT THE RATE OF $2,500 PER MONTH, AND THE AGREEMENT WILL
CONTINUE ON A MONTH-TO-MONTH BASIS.

ON MARCH 1, 2003, THE COMPANY MODIFIED THE TERMS OF THE NOVEMBER AGREEMENT.
EFFECTIVE MARCH 1, 2003, THE CONSULTANT WILL CONTINUE TO PROVIDE SERVICES TO
THE COMPANY, HOWEVER, SUCH SERVICES ARE DEEMED TO BE CONTRIBUTED AND A
CORRESPONDING CREDIT OF $2,500 WILL BE REFLECTED AS ADDITIONAL PAID-IN
CAPITAL. THE TERMS OF THE LATEST MODIFICATION ARE EFFECTIVE FOR A PERIOD OF
NINE MONTHS AND WILL TERMINATE ON AUGUST 31, 2003. THE COMPANY HAS RESERVED
THE RIGHT TO EXTEND THE CONSULTING AGREEMENT PAST ITS SCHEDULED TERMINATION.

DURING THE THREE AND NINE MONTHS ENDED JUNE 30, 2003, THE COMPANY INCURRED
FEES OF $7,500 AND $24,167, RESPECTIVELY, TO THE CONSULTANT FOR SERVICES
RENDERED. THE COMPANY PAID THE CONSULTANT $5,000 AND $14,167 FOR THE THREE
AND NINE MONTHS ENDED JUNE 30, 2003, RESPECTIVELY. DURING THE THREE AND
NINE MONTHS ENDED JUNE 30, 2003, THE COMPANY CHARGED $2,500 AND $10,000,
RESPECTIVELY TO ADDITIONAL PAID IN CAPITAL FOR CONTRIBUTED SERVICES. (SEE
NOTE 6)

NOTE 6 STOCKHOLDERS' DEFICIENCY

THE COMPANY ISSUED 1,000,000 COMMON SHARES TO ITS FOUNDERS FOR $0.0001 PER
SHARE AT INCEPTION. THE $100 FAIR VALUE WAS RECORDED AS A SUBSCRIPTION
RECEIVABLE AT SEPTEMBER 30, 2001. THE SUBSCRIPTION WAS PAID IN FULL IN
DECEMBER 2001. (SEE NOTE 7)

IN FISCAL 2002 AND 2001, THE PRESIDENT PAID $7,600 AND $725, RESPECTIVELY,
IN CORPORATE EXPENSES, WHICH WAS TREATED AS CONTRIBUTED CAPITAL. (SEE NOTE 7)
IN FISCAL 2001, AN AFFILIATE CONTRIBUTED THE USE OF THE OFFICE SPACE VALUED
AT $800, WHICH WAS TREATED AS CONTRIBUTED CAPITAL. (SEE NOTE 7)
DURING THE THREE AND NINE MONTHS ENDED JUNE 30, 2003, THE PRESIDENT PAID
$5,000 AND $6,550 IN CORPORATE EXPENSES, RESPECTIVELY, WHICH WAS TREATED AS
CONTRIBUTED CAPITAL. (SEE NOTE 7)

DURING THE THREE AND NINE MONTHS ENDED JUNE 30, 2003, A CONSULTANT
CONTRIBUTED SERVICES VALUED AT $7,500 AND $10,000, WHICH WAS TREATED AS
CONTRIBUTED CAPITAL. (SEE NOTE 5)

NOTE 7 RELATED PARTY TRANSACTIONS

THE COMPANY ISSUED 1,000,000 COMMON SHARES TO ITS FOUNDERS FOR $0.0001 PER
SHARE AT INCEPTION HAVING A FAIR VALUE OF $100. (SEE NOTE 6)

IN FISCAL 2002 AND 2001, THE PRESIDENT PAID $7,600 AND $725, RESPECTIVELY,
IN CORPORATE EXPENSES. (SEE NOTE 6)

IN FISCAL 2001, AN AFFILIATE CONTRIBUTED THE USE OF THE OFFICE SPACE VALUED
AT $800. (SEE NOTE 6)

DURING THE THREE AND NINE MONTHS ENDED JUNE 30, 2003, THE PRESIDENT PAID
$5,000 AND $6,550 IN CORPORATE EXPENSES, RESPECTIVELY, WHICH WAS TREATED AS
CONTRIBUTED CAPITAL. (SEE NOTE 6)

NOTE 8 GOING CONCERN

AS REFLECTED IN THE ACCOMPANYING FINANCIAL STATEMENTS, THE COMPANY HAS
OPERATING LOSSES OF $48,876 AND CASH USED IN OPERATIONS OF $14,167 FOR THE
NINE MONTHS ENDED JUNE 30, 2003, A DEFICIT ACCUMULATED DURING DEVELOPMENT
STAGE OF $173,418, AND A WORKING CAPITAL DEFICIENCY AND STOCKHOLDERS'
DEFICIENCY OF $147,643 AT JUNE 30, 2003, 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.

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . .15

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

DIVIDEND POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

MANAGEMENT'S PLAN OF OPERATION . . . . . . . . . . . . . . . . . . . . . . .19

PROPOSED BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . .40

CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .41

DESCRIPTION OF COMMON STOCK. . . . . . . . . . . . . . . . . . . . . . . . .41

SHARES ELIGIBLE FOR FUTURE SALE. . . . . . . . . . . . . . . . . . . . . . .42

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . .43

LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .46

REPORT OF INDEPENDENT AUDITOR. . . . . . . . . . . . . . . . . . . . . . . .50

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

UNTIL , 2003 (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
------------------------

, 2003

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 $45,000.00

ACCOUNTING AND AUDITING FEES AND EXPENSES $5,000.00

BLUE SKY FEES AND EXPENSES $500.00

TRANSFER AGENT FEES $1,000.00

MISCELLANEOUS $261.00

TOTAL $53,000.00

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 SUCH PERSON ACTED IN GOOD FAITH AND IN A MANNER
SUCH PERSON 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 SUCH PERSON'S 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 SUCH PERSON AGAINST
THE EXPENSES WHICH SUCH PERSON 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**
10.02 AMENDED 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 AS PART OF THE REGISTRATION STATEMENT ON FORM SB-2
**FILED AS PART OF AMENDMENT 1 TO REGISTRATION STATEMENT ON FORM SB-2
***FILED HEREWITH

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. NOTWITHSTANDING THE
FOREGOING, ANY INCREASE OR DECREASE IN VOLUME OF SECURITIES
OFFERED (IF THE TOTAL DOLLAR VALUE OF SECURITIES OFFERED WOULD NOT
EXCEED THAT WHICH WAS REGISTERED) AND ANY DEVIATION FROM THE LOW
OR HIGH END OF THE ESTIMATED MAXIMUM OFFERING RANGE MAY BE
REFLECTED IN THE FORM OF PROSPECTUS FILED WITH THE COMMISSION
PURSUANT TO RULE 424(B) IF, IN THE AGGREGATE, THE CHANGES IN
VOLUME AND PRICE REPRESENT NO MORE THAN A 20 PERCENT CHANGE IN THE
MAXIMUM AGGREGATE OFFERING PRICE SET FORTH IN THE "CALCULATION OF
REGISTRATION FEE" TABLE IN THE EFFECTIVE REGISTRATION STATEMENT.

(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 14TH DAY OF OCTOBER, 2003.

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 DATES STATED.

DATE: OCTOBER 15, 2003 /S/ GUY T. LINDLEY
---------------------------------
BY: GUY T. LINDLEY, PRINCIPAL EXECUTIVE
OFFICER

DATE: OCTOBER 15, 2003 /S/ GUY T. LINDLEY
---------------------------------
BY: GUY T. LINDLEY, PRINCIPAL ACCOUNTING
OFFICER

DATE: OCTOBER 15, 2003 /S/ GUY T. LINDLEY
---------------------------------
BY: GUY T. LINDLEY, SOLE DIRECTOR