UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

IDEAL ACCENTS, INC. (Name of small business issuer in its charter)
FL (State or jurisdiction of incorporation or organization)	5013 (Primary Standard Industrial Classification Code Number)	65-0888146 (I.R.S. Employer Identification No.)
IDEAL ACCENTS, INC. 10200 W. Eight Mile, Ferndale, Michigan 48220 (248-542-1100) (Name address and telephone number of principal executive offices)   Joseph O'Connor c/o Ideal Accents, Inc. 10200 W. Eight Mile Ferndale, MI 48220 (248) 542-1100 (Name address and telephone number of agent for service)

Approximate date of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

	Securities to be Registered	Total Registration Fee
Total Registration Fee	4,487,755	$1,332.87(1)

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

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

Ideal Accents, Inc.
a Development Stage Company

4,487,755 shares of Common Stock

 The registration statement, of which this prospectus is part, relates to the offer for sale of 4,487,755 shares of our Common Stock by holders of these securities, referred to as Selling Shareholders throughout this document.

We will not receive any proceeds from the sale of shares by the Selling Shareholders.

Our Common Stock is not listed on any national securities exchange or the NASDAQ stock market.

The Selling Shareholders may offer their shares at any price. We will pay all expenses of registering the securities.

These securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. SEE RISK FACTORS BEGINNING ON PAGE 6.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this preliminary prospectus is April 10, 2002

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS

Part 1 - Prospectus Information Page

1.	Summary Information	4
2.	Financial Summary Information	5
3.	The Registration	6
4.	Offering Price of The Shares	6
5.	Trading Symbol	6
6.	Risk Factors	6
7.	Use of Proceeds	9
8.	Determination of Offering Prices	9
9.	Dilution	9
10.	Selling Shareholders	9
11.	Plan of Distribution	14
12.	Legal Proceedings	15
13.	Directors, Executives, Officers, Promoters and Control Persons	15
14.	Security Ownership of Certain Beneficial Owners and Management	18
15.	Description of Securities	19
16.	Interest of Experts and Counsel	22
17.	Indemnification of Directors	22
18.	Organization Within Last Five Years	22
19.	Our Business	22
20.	Management's Discussion and Analysis of Financial Conditions and Results of Operations	28
21.	Description of Property	32
22.	Certain Relationships and Related Transactions	32
23.	Subsequent Event	32
24.	Market for Common Equity and Related Stockholder Matters	32
25.	Executive Compensation	33
26.	Legal Matters	34
27.	Financial Statements	35
	Table of Contents	36
	Independent Auditor's Report	F1
	Consolidated Balance Sheets at December 31, 2001 and 2000	F2
	Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Years Ended December 31, 2001 and 2000	F3
	Consolidated Statements of Operations for the Years Ended December, 31 2001 & 2000	F4
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2001 & 2000	F5
	Notes to Consolidated Financial Statements	F6-F17
	Independent Auditor's Report on Consolidated Supplementary Information	Fi
	Consolidated Supplemental Schedules of Cost of Goods Sold and General and Administrative Expenses for the Years Ended December 31, 2001 and 2000	Fii
	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	56

Part 2 Not Part of the Prospectus

29.	Indemnification of Directors and Officers	56
30.	Other Expenses of Issuance and Distribution	56
31.	Recent Sales of Unregistered Securities	56
32.	Index of Exhibits	57
33.	Undertakings	57
34.	Power of Attorney	58
35.	Signatures	58

IDEAL ACCENTS, INC. (a development stage company)
14,487,755 SHARES

SUMMARY

Ideal Accents, Inc. referred to throughout this document as Ideal, a Florida corporation, was incorporated on January 21, 1999 as Interact Technologies Inc. On February 17, 1999 the name was changed to Fairhaven Technologies, Inc. and on December 11, 2001 the name was changed to Ideal Accents, Inc.

Ideal is in the auto accessory business providing installation of styling accessories, vehicle electronics and performance enhancements for all makes and models of vehicles. With operations in both the United States and Canada, they cater mainly to the new car dealer who contracts the work and supply of the accessory to Ideal.

On December 10, 2001 Ideal incorporated Ideal Accents (Nova Scotia) Company, a Nova Scotia corporation and on December 11, 2001 incorporated Ideal Accents Holdings Inc., an Ontario corporation. These two (2) wholly owned subsidiaries were incorporated to accommodate certain tax considerations in the acquisition of shares from Canadian shareholders of two (2) of the following companies acquired on December 13, 2001.

On December 13, 2001 Ideal acquired pursuant to a Share Exchange Agreement and Corporate Reorganization (Merger) Ideal Accents, Inc. (Ferndale) a Michigan corporation and its wholly owned subsidiary JTM, Inc., Ideal Accents, Inc. (Ann Arbor) a Michigan corporation, Ideal Accents, Inc. (Taylor) a Michigan corporation, and
T.O.E., Inc., a Michigan corporation. Also on December 13, 2001, in a separate but simultaneous Share Exchange, Ideal acquired through its subsidiary, Ideal Accents Holdings, Inc., Somani Holdings Inc., an Ontario corporation and AutoFun Canada Inc., also an Ontario corporation.

Ideal had no operating activities prior to the merger. The merger was accounted for as a recapitalization of the company. As a result, the historical operations of the combined Michigan companies are presented as the historical operations of Ideal. The acquisitions of the Canadian companies have been accounted for under the purchase method of accounting in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 141.

The following chart displays the corporate structure following completion of the acquisitions:

Five (5) of the acquired companies have operations supplying and installing auto accessories to dealers and the aftermarket. The sixth company, AutoFun Canada Inc., provides consulting and administrative services to this auto accessory industry. The first of the Michigan companies was established in 1981 with the others following in 1990, 1992, and 1996. The Ontario accessory company was established in 1988 and the consulting company in 1999.

Ideal plans to consolidate the North American automotive aftermarket accessorization industry that services customers at the vehicle dealer level into a continent-wide network of installation shops owned and operated by a single company and marketed under a single brand. Automotive aftermarket accessories generally break down into three (3) product categories: styling accessories, vehicle electronics and performance enhancement. Our research shows that the installation of these accessories in North America today is carried out by 1,600 - 2,000 mainly small and independent owner-operated installation shops. According to the Specialty Equipment Market Association, the principal source of North American automotive aftermarket data, the current annual North American retail accessories aftermarket is US$ 23.2 billion and has been growing 7.5% annually. Ideal plans to consolidate as much of the industry as possible by acquiring existing facilities through cash and share purchases. Owners will have the option of remaining as managers, provided they pass certain management screening tests, or exiting the business with equity.

On December 11, 2001 the Shareholders and Directors of Ideal approved a rollback of the 17,950,000 shares outstanding which were rolled back four (4) old for one (1) new leaving 4,487,755 shares outstanding after adjustment for fractional shares.

On December 13, 2001 Ideal issued 5,480,500 Common Stock and Ideal Accents Holdings Inc. issued 5,250,958 Exchangeable Shares in exchange for all of the outstanding shares of the six (6) companies acquired.

FINANCIAL SUMMARY INFORMATION

The following tables set forth our summary financial data. These tables do not present all of our financial information. You should read this information together with our financial statements and the notes to those financial statements beginning on page 35 of this registration statement and the information under "Management's Discussion and Analysis". Substantially all of the information for the year ended December 31, 2001 and 2000, relates to the operations of the four Michigan and two Ontario corporations: Ideal Accents Inc. (Ferndale), Ideal Accents Inc. (Ann Arbor), Ideal Accents Inc. (Taylor), T.O.E., Inc. (Troy), Somani Holdings, Inc., and AutoFun Canada, Inc. Ideal Accents Inc. (Ferndale) has a wholly owned subsidiary JTM, Inc. d/b/a Motor City Sunroof.

The summary information was derived from the audited financial statements included in this registration and has been prepared on the same basis as our financial statements. The summary financial information for the year ended December 31, 2001 and 2000 includes, in our opinion, all necessary adjustments consisting of normal accruals. Results of operations for interim periods are not necessarily indicative of results we may achieve for a full year. Historical results are not necessarily indicative of the results we may achieve in the future.

EBITDA is net income (loss) from continuing operations before taxes, interest expense, interest income, depreciation expense and amortization expense. EBITDA is provided because we believe that investors may find it to be a useful tool for analyzing our ability to service debt. EBITDA should not be construed:

As an indicator of our operating performance instead of operating income; or

As a measure of liquidity instead of cash flows from operating activities.

We may calculate EBITDA differently than other companies.

	Year Ended December 31,
(In $000)	2001	2000
Statement of Operations Data
Sales	$ 8,365	$ 8,928
Cost of Goods Sold	6,146	6,590
Gross Profit	2,219	2,338
Operating Expenses, Interest      Depreciation and Taxes	1,900	2,371
Net Income	$ 319	$ (33)
Computation of EBITDA
Net Income from Operations	$ 526	$ 253
Depreciation Expense	68	95
Interest Expense, Net	110	164
Provision for Income Taxes	29	27
EBITDA	$ 733	$ 539
EBITDA, As a % of Revenue	8.8%	6.0%
Cash Flow Data
Operations	$ 402	$ 183
Investing	(107)	(86)
Financing	(346)	(35)
Net Cash Increase (Decrease)	$ (51)	$ 62

	Year Ended December 31,
(In $000)	2001	2000
Balance Sheet Data
Cash and Cash Equivalents	$ 20	$ 71
Working Capital	(489)	(447)
Total Assets	$ 2,130	$ 1,698
Total Debt	$ 2,698	$ 2,537
Stockholders' Equity	$ (568)	$ (839)

THE REGISTRATION

Ideal has a total of 9,968,255 shares of Common Stock and 5,250,958 Exchangeable Shares, which are convertible to Common Shares, for a total of 15,219,213 shares that have equal voting rights. None of the shares issued for the acquisition of the six (6) companies are being registered under this prospectus. We are registering 4,487,755 shares of Common Stock held by certain Shareholders. (See "Selling Shareholders" on page 9 and "Plan of Distribution" on page 14.)

OFFERING PRICE OF THE SHARES

The Selling Shareholders may sell all or part of the shares of Common Stock registered hereby from time to time in amounts and on terms to be determined at the time of sale. (See "Plan of Distribution" on page 14.)

TRADING SYMBOL

If and when this registration statement becomes effective we intend to apply for a listing on the NASD OTC:BB.

RISK FACTORS

You should read and understand the following risk factors carefully before purchasing our Common Stock. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors. This prospectus contains certain forward-looking statements based on current expectations, which involve risks and uncertainties. The cautionary statements made in this prospectus should be read as being applicable to all forward-looking statements wherever they appear in this prospectus. Investors in the Common Stock should have the ability to lose their entire investment since an investment in the Common Stock is speculative and involves a high degree of risk.

Need for Additional Financing. We are dependent upon the receipt of additional financing to carry out our expansion plan. The receipt of any additional net proceeds will be applied to our working capital needs to expand the business and acquisitions. We cannot assure you that such additional financing will be available when needed on acceptable terms, if at all.

Potential Dilution. As of the date hereof 9,968,255 shares of Common Stock are outstanding and 5,250,958 shares are reserved for issuance for Exchangeable Shares. Issuance of these shares or part thereof could have a substantially dilutive effect on the interests of current holders of Common Stock and could lower the price of the Common Stock due to the additional supply of shares in the public marketplace. Any decrease in the price of the Common Stock could attract the attention of investors and encourage short sales of the Common Stock. Short sales could place further downward pressure on the price of the Common Stock.

Common Stock. Ideal's Common Stock may trade on the OTC Bulletin Board and may be Subject to Penny Stock Rules. If our stock is traded on the OTC Bulletin Board, the price of the Common Stock could make it difficult for Shareholders to sell their shares. As long as the trading price of the Common Stock is less than $5.00 per share, the Common Stock will be subject to Rule 15g-9 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). Such a stock price could also cause the Common Stock to become subject to the SEC's "Penny Stock" Rules and the Securities Enforcement and Penny Stock Reform Act of 1990. The Penny Stock Rules impose additional sales practice requirements on broker-dealers who sell penny stock securities to people who are not established customers or accredited investors. For example, the broker must make a special suitability determination for the buyer and the buyer must be given written consent before the sale. The rules also require that the broker-dealer: - send buyers an SEC-prepared disclosure schedule before completing the sale, - disclose his commissions and current quotations for the security, - disclose whether the broker-dealer is the sole market maker for the penny stock and, if so, his control over the market, and - send monthly statements disclosing recent price information held in the customer's account and information on the limited market in penny stocks. These additional burdens may discourage broker-dealers from effecting transactions in the Common Stock. Thus, if our Common Stock were to fall within the definition of a penny stock, the liquidity could be reduced, and there could be an adverse effect on our trading market.

Shares Eligible for Future Sale. Of our issued and outstanding Common Stock 4,487,755 will be freely tradable on acceptance of this registration statement. The remaining 5,480,500 Common Stock and 5,250,958 Exchangeable Shares are restricted under various agreements and pursuant to Rule 144 of the Securities Act of 1933. (See "Performance Escrow Agreement" on page 21 and "Exchangeable Shares" on page 20.) The sale of a substantial number of shares of Common Stock or the availability of Common Stock for sale could adversely affect the market price of the Common Stock.

Volatility of Stock Price. The average daily trading volume of the Common Stock may be relatively small. With limited trading, trades of a few thousand shares could have the ability to move the market price of the Common Stock, sometimes substantially. If several persons wishing to sell Common Stock submit their orders too closely to the others, a market imbalance could occur, adversely affecting the price of the Common Stock. The extent, to which the price would recover over time, if at all, cannot be predicted. Accordingly, the market price of the Common Stock may be highly volatile. The market price of the Common Stock may be significantly affected or may fluctuate substantially due to factors such as the following: announcements by Ideal or its competitors concerning products or services, acquisitions, governmental regulatory actions, and general market and economic conditions.

Lack of Dividends. We have never paid any dividends on our Common Stock. We anticipate that, for the foreseeable future, any earnings that may be generated from operations will be used to support acquisitions and internal growth and that dividends will not be paid to Shareholders. (See "Dividend Policy" on page 21.)

Risks Relating to Ideal Operations Dependence on Key Personnel. Our success depends to a significant extent on the performance and continued service of senior management. Our failure to retain the services of key personnel or to attract additional qualified employees could materially adversely affect us. We may enter into employment agreements with key personnel, however, we cannot guarantee that those individuals will continue to honor their contracts, nor that they will renew their contracts after the contracts expire. We do carry key-man insurance on two (2) of our senior officers, Karim Suleman and Ayaz Somani in the amount of $850,000.

Necessity of Attracting and Retaining Employees. We currently have 101 employees. It is essential that we can attract and retain qualified and reliable employees to expand our business. We cannot guarantee that we will be able to attract or retain any employees.

Reliance On Acceptance of the Ideal Plan in the Marketplace. We have not yet achieved acceptance of the plan to consolidate the automotive aftermarket accessories industry, and may not be able to do so. If the marketplace does not accept a nationally consolidated provider of aftermarket accessories and services, we may not be able to establish ourselves in the market and expand as planned. In that case, investors in our Common Stock might lose all or a part of their investment.

Need for Strategic Alliances. We believe that there are certain potential advantages to entering into one (1) or more strategic alliances with major manufacturers or product providers. Although we have not entered into such alliances, we are actively seeking such alliances. Certain of our competitors and potential strategic suppliers may have entered into or may enter into agreements which may preclude such potential suppliers from entering into or continuing alliances with us. We cannot assure you that we will be successful in maintaining any such alliances, nor that we will be successful in entering into any strategic alliances on acceptable terms or, if any such strategic alliances are entered into, that we will realize the anticipated benefits from such strategic alliance.

Uncertain Market Acceptance. Products currently offered by Ideal are well accepted in the marketplace, however, there is no assurance that these products will continue to be available or that other products will have a similar acceptance or profitability. Market acceptance of our products will depend, in large part, upon our ability to demonstrate the advantages and cost-effectiveness of these products over competing products and the general acceptance of our products and services. Unless independent owners and operators are willing to sell their businesses to us, we will not be able to achieve our goals and will not be able to continue expanding the business. Should any of these events occur, the value of our Common Stock may go down, and investors may lose all or a part of their investment.

Ongoing Sales and Marketing. We cannot assure you that we will be able to establish and maintain adequate marketing and sales opportunities or make arrangements to acquire others to perform such activities. Achieving market penetration will require significant efforts to create a nationwide network of accessory shops. Accordingly, our ability to build and expand our customer base will depend upon our marketing efforts, including our ability to acquire other similar entities. Our failure to successfully carry out our objectives will have a material adverse effect on the expansion of our business. Further, we cannot assure you that such development will lead to increased sales or profits.

Dependence On Suppliers. We are dependent on suppliers of parts to provide accessories. If our suppliers cannot meet our needs, or cannot continue to offer products at affordable prices, we will not be able to earn enough profit, and the value of our Common Stock will fall. Investors may lose all or a portion of their investment.

Risks Relating to Competition. The automotive accessory industry is highly competitive. Many of the companies, with which we currently compete or may compete with in the future, may have greater financial, technical, sales, and customer support resources, as well as greater name recognition. In addition, certain of such competitors may enter into strategic alliances, which may provide them with certain competitive advantages. We cannot assure you that we will be able to compete successfully with existing or future competitors.

Lack of Trademark and Copyright Protection. The success of our company depends on the development of brand recognition of Ideal. We have not filed for any Trademark protection of our name or logo. Not only does this limit our ability to prosecute third parties who may use our name or a similar name or logo, we will also be limited in defending ourselves should any third party file a claim against us for trademark infringement. This could result in expensive litigation, which may lead to a devaluation of our Common Stock, and losses to potential investors.

Risk of Third Party Claims of Infringement. The automotive industry experiences frequent litigation regarding faulty vehicles, parts and accessories. Suppliers of parts and sometimes installers are named in such lawsuits. We cannot assure you that we will not be named in such lawsuits, in the future, nor that involvement in such claims can adequately be covered by insurance or will not involve costly litigation that could have a material adverse effect on Ideal and the value of its Common Stock.

Risks Relating to Management's Control of Ideal and Changes of Control by Management. Our officers and directors will beneficially own approximately 47.6% of the outstanding Common Stock and 82% of the Exchangeable Shares, which have equal voting rights to the Common Stock, or a total of 59.5% of the voting shares issued. As a result of such ownership, management may have the ability to control or substantially influence both the election of the directors and the outcome of issues submitted to a vote of Shareholders. (See "Security Ownership of Certain Beneficial Owners and Management" on page 18.)

Limitations on Liability of Officers and Directors. Our Certificate of Incorporation includes provisions to eliminate, to the extent permitted by law, the personal liability of directors for monetary damages arising from a breach of their fiduciary duties as directors. Our Certificate of Incorporation also includes provisions to the effect that (subject to certain exceptions) we shall indemnify, and upon request shall advance expenses to, any director in connection with any action related to such a breach of their fiduciary duties as directors to the extent permitted by law. In addition, our Certificate of Incorporation requires that we indemnify any director, officer, employee or agent of ours for acts, which such person conducted in good faith. As a result of such provisions, Shareholders may be unable to recover damages against the directors and officers for actions taken by them, which constitute negligence, gross negligence, or a violation of their fiduciary duties. This may reduce the likelihood of Shareholders instituting derivative litigation against directors and officers. This may also discourage or deter Shareholders from suing directors, officers, employees, and agents of ours for breaches of their duty of care, even though such action, if successful, might otherwise benefit Ideal and our Shareholders. (See "Description of Securities" on page 19 and "Indemnification of Directors" on page 22.)

Other Business Liability Risks and Availability of Insurance. The installation and sale of products entail the risk of liability claims. We maintain liability insurance, however, there is no guarantee that this coverage will be adequate. We cannot guarantee that, should our installation services cause some kind of damages or that someone is injured in our facilities, our business could be materially adversely affected by the ensuing liabilities.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of Common Stock offered by the Selling Shareholders.

DETERMINATION OF OFFERING PRICE

We will not make this determination. The Selling Shareholders will be able to determine the price at which they sell their securities.

DILUTION

Since we are not offering or registering shares at a specific price, we are unable to calculate dilution.

SELLING SHAREHOLDERS

The securities are being sold by the Selling Shareholders named below. The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the Selling Shareholders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the Selling Shareholders upon termination of this offering. We believe that the Selling Shareholders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of these securities.

Last Name	First Name	Relationship With Issuer	Amount
561020 ONT. INC.		None	800
ADAMAS	GORDON	None	100
ADAMS	DAVID	None	100
AINSLIE	IAN	None	100
ALBURY	ARTHUR	None	100
ALLEN	ERNEST	None	100
ALLEN	WILLIS	None	100
ANDERSON	BRIAN	None	100
ANDERSON	DAVID	None	100
ANDERSON	R.	None	300
ANDREWS	REID	None	100
ANTHONY	BRIAN	None	100
APPLETON	GEORGE	None	100
ARCAND	JOSETTE	None	300
ARGATOFF	GEORGE	None	100
ASH	RAYMOND	None	100
ASHBY	WILLIAM	None	100
ATLANTIS CAPITAL CORP.		None	4,300
AUCIELLO	NICK	None	1,700
BAGGETT	HAROLD	None	100
BAILEY	WILLIAM	None	100
BATCHELOR	JEANNIE	None	100
BATCHELOR	MICHAEL JAMES	None	100
BATCHELOR	PATRICIA	None	100
BATCHELOR	WILLIAM	None	100
BEDFORD-JONES	PETER	None	100
BEDI	JACK	None	100
BEER	PAMELA	None	200
BELBIN	LILA	None	100
BELL	MALCOLM	None	100
BENETEAU	JOSEPH	None	100
BERGERON	LEO	None	100
BESESFORD	RICHARD	None	100
BHARTIA	PARKASH	None	100
BILINSKI	ANDREW	None	100
BILINSKI	CHRISTOPHER	None	100
BLACKADAR	GARY	None	100
BLUME	EDWARD	None	300
BOLLUM	JANET LYNN	None	100
BONNEVILLE	BERNARD	None	100
BOOTH	GERLAD	None	100
BOPPRE	JAMES	None	100
BORK	ANTHONY	None	100
BOUCHARD	PAUL	None	100
BOURDON	ROBERT	None	100
BOURGEOIS	R.	None	100
BRANSON	CYRIL	None	100
BRAWLEY CATHERS LTD.		None	100
BRIEN	PIERRE	None	100
BRIGGS	ROBERT	None	100
BRODIE	PAUL	None	100
BROOKS	THOMAS	None	100
BROWN	ANTHONY	None	100
BROWN	CARL	None	100
BROWN	RONALD	None	300
BRUNO	FRANK	None	100
BRUTON	DAVID	None	100
BUCHANAN	A.	None	100
BUCHANAN	R.	None	100
BURNS FRY LIMITED		None	100
BURROWS	ARTHUR	None	100
CADIZ	JOHN	None	100
CAGNO	FRANK	None	300
CALVERT INTERNATIONAL		None	150,000
CANBAY & CO		None	100
CANNING	TERRY	None	100
CARSTENS	REINHARD	None	100
CARVIEL	JOHN	None	100
CASEY	PATRICK	None	200
CEDE & CO		None	11,200
CHAFETZ	STEVE	None	6,700
CHANT	GEORGE	None	100
CHASE	CHARLES	None	100
CHEETHAM	ALAN	None	100
CHEUNG	DENIS	None	100
CHEVRIER	BILLES	None	100
CLARK	CLIFFORD	None	100
CLARKE	SAMUEL	None	100
COE	KEN	None	300
COGHLAN	DAVID	None	100
COLLINS	CARL	None	100
COMJEAN	MARC	None	8,400
CONCISOM	FREDY	None	100
CONDELLO	JOHN	None	100
CONLEY	JACK	None	100
CONTINENTAL SECURITIES		None	100
COOPER	JEFFREY	None	100
CORBETT	DIANNE	None	100
CORMIER	VLAIRE	None	100
COTTENIE	JOSEPH	None	100
CRAIG	ANDREW	None	900
CRAIG	IAN	None	100
CRAMP	ROBERT	None	100
CROSS	GEORGE	None	700
CT SECURITIES SERVICES		None	100
CUVILIER	DOUGLAS	None	100
D. BOND INVESTMENTS		None	6,700
DAI	JAMES	None	700
DALY	MICHAEL	None	100
DAMAREN	ROBERT	None	100
DANIELS, JR.	RENE	None	400
DARLING	RONALD	None	100
DAVID MURRAY (IN TRUST)		None	700
DAVIDSON	PAUL	None	100
DAVIDSON PARTNERS LTD.		None	100
DAVIES	DAVID	None	100
DEAMICS	KATHY	None	500
DEAMICS	KATHY	None	700
DEKKER	PETER	None	100
DEROSIER	HAROLD	None	100
DERRYSHIRE	TERRANCE	None	100
DESLOGES	ROGER	None	100
DESSUREAULT	JEAN-GUY	None	100
DEWHIRST	BRUCE	None	100
DINDIAL	CARLTON	None	100
DODGE	RONALD	None	100
DORBYK	GARY	None	100
DOUGLAS	GEORGE	None	100
DRAYCOTT	JOHN	None	100
DRESSER	HUGH	None	100
DUBBLESTYNE	BRIAN	None	100
DUCHESNE	GARY	None	100
DUFFY	JOHN	None	100
DUNN	ELMER	None	100
DUNNETT	NORMA	None	100
DUNNETT	TAMMIE	None	100
DUNSEITH	DONALD	None	100
DURHAM	WILFRED	None	100
DURKIN	ELIZABETH	None	100
DURKIN	WILLIAM	None	100
EAD	EDWARD	None	600
EADE	EDWARD	None	100
EAGLESTONE	DONALD	None	100
EBERHARD	R. STUART	None	100
ECCLES	BRUCE	None	100
EDMUNDS	ALLAN	None	100
EDWARDS	GERALD	None	100
EDWARDS	WALTER	None	100
EHSES	HANNO	None	100
EPLETT	WILLIAM	None	100
ESMAILJI	FIDA	None	100
EVER CHAMP HOLDINGS (CANADA) INC.		None	100
FARR	PAUL	None	100
FERGUSON	GRANT	None	100
FERNANDO	ARIAS	None	100
FIFIELD	STEPHEN	None	100
FIRST MARATON SECURITIES LTD.		None	200
FISHER	JOHN	None	100
FLEMING	RICHARD	None	100
FORD	MALIK	None	100
FORESTELL	JAMES	None	100
FORTE	PASCAL	None	100
FOSTER	DAVID	None	100
FOX	ROY	None	100
FRANCECUT	JUNE	None	100
FRASER	DELLA	None	100
FRASER	LARRY	None	100
FRASER	RONALD	None	100
FRENCH	PATRICK	None	100
FRESE	HENRY	None	100
FRESHOUR	DORIS	None	100
FROST	RICHARD	None	100
FRY	PAUL	None	100
FYFE	JAMES	None	100
GABRIEL	FREDERICK	None	100
GAERTNER	KLAUS	None	100
GALLAGHER	LEROY	None	100
GALLO	LOUIS	None	2,600
GAMBLE	THOMAS	None	100
GARBUS	GILBERT	None	100
GARRICK	PAULA	None	100
GATSCHENE	GERALD	None	100
GAUTHIER	ANDRE	None	100
GAYFER	PETER	None	100
GEMMA	JOE	None	16,700
GERRARD	PETER	None	100
GILES	DOROTHY	None	100
GILKINSON	MARY	None	100
GLENISTER	PAUL	None	100
GOOCH	KENT	None	100
GOOD	RAYMOND	None	100
GOODFELLOW	WILLIAM	None	100
GORDON	BRUCE	None	100
GORDON	R.	None	100
GORDON	TIFFANY	None	300
GORDON CAPITAL CORP.		None	500
GORGONIA	JOSEPH	None	100
GRAY	PIERS	None	100
GREEN LINE INVESTOR SERVICES		None	200
GREGORY	JAMES	None	100
GUZZI	FRANICS	None	100
GYLES	CARLTON	None	100
HACKING	ROGER	None	100
HACKL	BETTY	None	100
HAGE	J.	None	100
HALL	J.	None	100
HARDING	BARBARA	None	100
HAROCHUK	SYLVIA	None	100
HARRIS	LUCY	None	1,700
HARWOOD	DAVID	None	100
HAYLOCK	MALCOLM	None	100
HEADLEY	VELMER	None	100
HEASLIP	JAMES	None	100
HEEG	SCOTT	None	100
HENDLER	MORTIMER	None	100
HESS	PETER	None	100
HIGGARD	RICHARD	None	100
HINES	EL-ANN	None	100
HINES	L.	None	100
HINES	LAUREN	None	900
HINES	MARK	None	100
HINES	NADINE	None	300
HODGINS	BRIAN	None	100
HODGKINSON	JOHN	None	100
HOLMES	ROBERT	None	100
HOPP	HANS	None	100
HORNER	GERALD	None	100
HORODECKY	J. JOHN	None	100
HUGHS	DONALD	None	100
HUGHS	HARRY	None	100
HUGHS	LARRY	None	100
HUME	DOUG	None	100
HUMPHRIES	WILLIAM	None	100
INKOSA INVESTMENTS INC.		None	325,000
IVERSON	FRANK	None	100
JAMIESON	JOSEPH	None	100
JAMISON	WALLACE	None	100
JASMIN	PIERRE	None	100
JD MACK LIMITED		None	100
JOHNSTON	HAL	None	100
JOHNSTONE	GREGORY	None	100
JONES GABLE & CO. LTD.		None	100
JURRIE, JR	HAROLD	None	100
KAINZ	KENNETH	None	100
KALMAR	GABOR	None	100
KAPLAN	J. MITCHELL	None	100
KAWASHIMA	SEIJI	None	100
KELLEY	PAT	None	150,000
KELLOGG	MICHAEL	None	100
KELLY	BERNARD	None	100
KEMP	JOHN	None	100
KENNEDY	RICHARD	None	100
KENNEDY	WILLIAM	None	1,800
KERESZTES	JOHN	None	100
KERKOFF	TOM	None	100
KERR	DENNIS	None	100
KERR	DONALD	None	100
KEUNG	KEVIN	None	300
KHERANI	HUSSEIN	None	400,000
KHIM	TAN	None	2,300
KIKUCHI	FRED	None	100
KIKUCHI	KAZUKO	None	100
KING	W.	None	300
KIRKBY	BRUCE	None	100
KIRWAN	DAVID	None	100
KISSOCK	BRIAN	None	100
KOCHMAN	RICKY	None	100
KOLSTEE	HANK	None	100
KOTACK	GLENN	None	100
KRAMER	LINDA	None	100
KRISTENSEN	LEIF	None	100
KROUPP	JORGE	None	100
KURNIK	MICHAEL	None	100
KURSCHAT	EHRENTRAUD	None	300
KUTNEROGLU	RAFFI	None	100
KWINT	MURRAY	None	100
LAFONTUNE	JEAN	None	100
LAMERS	EGON	None	100
LANE	MYRON	None	100
LANG	KEITH	None	400,000
LANIEL	PAUL	None	100
LAUZON	ROGER	None	100
LAZZARIN	FRANCO	None	100
LEE	ANNIE	None	1,500
LEGROW	BRIAN	None	100
LEMOINE	KENNETH	None	100
LENHAN	REGINALD	None	100
LEUNG	BEN	None	400
LEVY	FREDERICK	None	100
LEWIS	ARNOLD	None	100
LIAD	SHIH-JEN	None	100
LINGEMAN	BERNARD	None	100
LOCKEY	PETER	None	300
LORIN	MAIKEN	None	100
LUECK	LIANE	None	300
LYONS	BRUCE	None	100
MACDONALD	ALEXANDER	None	100
MACDONALD	DONALD	None	100
MACDOUGALL	DOUGLAS	None	100
MACISAAC	MICHALE	None	100
MACKENZIE	JOHN	None	100
MACLEAN	DIANA	None	100
MACLONEY	BRUCE	None	100
MACPHEE	JOHN	None	100
MACQUARRIE	CHARLES	None	100
MADELEY	ROBERT	None	100
MAILLOUX	DONALD	None	100
MAINGUY	MARK	None	100
MALCOLM	ALISTAIR	None	100
MALCOLM	KENT	None	100
MANJI	ZAHIR	None	400,000
MANKINNON	FRANK	None	100
MANNONE	JOSEPH	None	100
MANTHORNE	BRIAN	None	100
MARCHMENT & MACKAY LTD.		None	100
MARCO	JOSEPH	None	100
MARRONE	NORMA	None	4,300
MARTIN	ANN	None	100
MARTIN	DAVID	None	100
MARTIN	ELIZABETH	None	100
MARTIN	LESLIE	None	100
MARTIN	MICHAEL	None	300
MARTIN	MICHAEL	None	100
MARTIN	NORA	None	100
MARTIN	ROBERT	None	100
MATSON	DAVID JOHN	None	100
MAZUR	ALBERT	None	100
MCBOYLE	GEOFFREY	None	100
MCDERMID ST. LAWRENCE CHISHOM LTD.		None	300
MCENTEGART	BRIAN	None	100
MCGREGOR	RICHARD	None	100
MCILVENNA	RUBY	None	100
MCKENZIE	ALAN	None	100
MCPEETERS	KENNETH	None	100
MEARS	ROBERT	None	100
MEDALLION CAPITAL CORP.		Consultant	300,000
MELO	TERESA	None	500
MERITH	SHIRLEY	None	100
MIDLAND DOHERTY LTD.		None	100
MILWHEEL INC.		None	100
MITCHELL	DONALD	None	100
MOON	THOMAS	None	100
MOONEY	THOMAS	None	100
MOORE	GLEN	None	100
MOORE	JESSE	None	100
MORELLO	MIKE	None	100
MORRISON	FRANK	None	100
MOSHER	MICHAEL	None	100
MOSS LAWSON & CO. LTD.		None	100
MOUSSEAU	DOUGLAS	None	100
MOWATT	DAVID	None	100
MULTAMAKI	ANDY	None	100
MUNDLE	WAYNE	None	100
MUNDT	ROY	None	100
MUNN	RODERICK	None	100
MURPHY	DANIEL	None	100
MURPHY	E.	None	100
MURRAY	EDWARD	None	100
MURRAY	THOMAS	None	100
NESBITT BURNS INC.		None	100
NESBITT THOMSON DEACON		None	100
NETMARK INT'L LTD.		None	100
NEWBURG	DALE	None	200
NICHOLS	MARTIN	None	100
NIEJADLIK	ANTHONY	None	100
NOON	TREVOR	None	100
NORDSTROM	WILLIAM	None	600
ODENSE	PAUL	None	100
OEHLRICH	HARRY	None	100
OLAVESEN	CHRISTOPHER	None	100
OLCZAK	PETER	None	100
OLDE MONMOUTH STOCK TRANSFER CO. INC.		None	6,700
OLSON	GARRY	None	100
O'NEILL	JOHN	None	100
OWEN	DAVID	None	100
PACITTI	GERALD	None	100
PALKO	WILLIAM	None	100
PARA	ROBERT	None	100
PARSONS	GRAHAM	None	100
PARTON	ELIZABETH	None	100
PATERSON	WILLIAM	None	400
PATTERSON	W.	None	100
PAUL	ALLEN	None	100
PENNEY	S.	None	100
PERREAULT	JOSEPH	None	6,700
PERREAULT	LYNNE	None	16,700
PERRY	CHARLES	None	100
PERSAUD	SAM	None	100
PESKETT	KENNETH	None	100
PHILLIPS	KENNETH	None	100
PHILLIPS	W.	None	100
PICKLES	EDWARD	None	100
PIERCE	THOMAS	None	100
PILLING	MICHAEL	None	100
PINKERTON	GENE	None	100
PINKERTON	JOHN	None	100
PLANTE	NORMAND	None	100
PLEGER	PHILIP	None	100
POHL	KAREN	None	6,700
POLLACK	JOHN	None	100
POLSINELLO	BEN	None	100
POON	SHIU-KEE	None	100
POTVIN	ROBERT	None	100
PRASHAD	VISH	None	100
QUINN-TRUST	VIRGINIA	None	400
QUINONES	JOSEPH	None	200
RADOMSKI	M.	None	100
RAINS	GORDON	None	100
RANCHELAWAN	JOYCE	None	100
RANKIE	J.	None	100
RBC DOMINION SECURITIES		None	100
READING	ERIC	None	100
REED	VICTOR	None	100
REID	DARCY	None	100
REISMAN	RUTH	None	1,700
RENFREW	R.	None	100
REXCO		None	100
RICHARDSON	JOHN	None	100
RIDDICK	MARK	None	100
ROANTREE	DANIEL	None	100
ROBICHAUD	RALPH	None	100
ROGERS	DIANE	None	100
ROSEKAT	STEPHEN	None	100
ROSENBERG	FRANK	None	100
ROSS	DONALD	None	100
ROTHWELL	WILLIAM	None	100
ROWE	HUGH	None	100
ROWE	WAYNE	None	100
ROZON	LISSETTE	None	300
RUBINOFF	HOWARD	None	100
RUBINOFF	MELVIN PAUL	None	100
RUSSCHEN	KENNETH	None	100
RUSSELL	BERNICE	None	100
SAINZ	ROLAND	None	100
SANWA MCCARTHY SECURITIES LIMITED		None	100
SAUL	KENNETH	None	100
SAUNDERS	DAVID	None	100
SAVAGE	LIONEL	None	100
SAWITZKI	NICHOLAS	None	100
SAWRAS	PETER	None	100
SCHAUM	ROUNSEVELLE	None	100
SCHENK	DALE	None	100
SCHWEGEL	NORMAN	None	100
SCOTIA MCLEOD INC.		None	100
SCOTT M. HEGG HLDGS LTD.		None	100
SENDKER	ALAN	None	100
SENN	STANLEY	None	100
SHAPPEE	JACK	None	400,000
SHAW	MURRAY	None	100
SHAW	NEIL	None	400,000
SHIELDS	JEFF	None	100
SHIP ISLAND INVESTMENTS		None	91,400
SMITH	DONALD	None	100
SMITH	ELLIS	None	100
SMITH	GREG	None	100
SMITH	MICHAEL	None	100
SMITH	R.	None	100
SPALTENSTEIN	WALTER	None	100
SPASARO	SAMULE	None	100
ST. LOUIS	WAYNE	None	100
STAN	NICHOLS	None	100
STAPLES	TERRY	None	1,800
STECHISHEN	EDWARD	None	100
STEELE	PATRICK	None	100
STERLING	WAYNE	None	100
STEVENSON	DOUGLAS	None	100
STEWART	IAN	None	100
STOCK	BRUCE	None	500
STONE	CLIFFORD	None	100
STRACHAN	SHEILA	None	100
STRONG	MARTIN	None	100
STROYAN	PETER JOHN	None	100
SUCHOCKI	VICTORIA	None	100
SUE	KENNETH	None	100
SUMMERS	MICHAEL	None	100
SUMMERVILLE	BERNARD	None	100
SUNMONT & CO.		None	100
SURETTE	EDWARD	None	100
SUTHERLAND	ANGUS	None	100
SWAN	LONDA	None	100
SWANSON	GLENN	None	100
SYKES	RANDALL	None	100
SYLVESTER	LAWRENCE	None	100
SZALEJ	TOM	None	100
TABBERT	GERRY	None	500
TALBOT	DONALD	None	100
TARTE	YVON	None	100
TASCH	ADRIANA	None	150,000
TAYLOR	KEITH	None	100
TEMESVARY	JOHN	None	100
THE IMERAX GROUP		None	4,300
THEIMER	PETER	None	100
THOMS	STEWART	None	100
THOMSON	KENNETH	None	100
THREE EFF CORPORATION		None	412,755
TOLL	LORNE	None	100
TRACEY	ALBERT	None	100
TRAVIS	WAYNE	None	100
TREWIN	WILLIAM	None	100
TRIBBLE	EDWARD	None	100
TUDOR-ROBERTS	JOHN	None	100
TYMSTRA	JAN	None	100
URSOLEO	FRANK	None	300
UZANS	ELMER	None	100
VAIVE	ROBERT	None	100
VALERI	GEORGE	None	1,300
VAN OORT	RICHARD	None	100
VAUGHAN	JOHN	None	100
VEINOTTE	DAVID	None	100
VERDE	ERNEST	None	100
VILLEMAIRE	ROLAND	None	100
VIRANI	ZAHIR	None	400,000
VMH MANAGEMENT LTD.		None	325,000
VUTSKOS	GEORGE	None	100
W.D. LATIMER CO LIMITED		None	100
WACH	DELIA	None	100
WALLACE	DONALD	None	100
WALLACE	STEPHEN	None	100
WALTON	ROGER	None	100
WALWYN STODGELL COCHRAN MURRAY LIMITED		None	100
WARNER	BRADLEY	None	200
WATERMAN	JOHN	None	100
WATSON	ALLAN	None	100
WATSON	LEROY	None	100
WEBB	DAVID	None	300
WEINSTOCK	ISRAEL	None	100
WEIR	ROBERT	None	100
WEIS	PERRY	None	100
WENTZELL	JAMES	None	100
WERNER	CHRISTOPHER	None	100
WEST	GEORGE	None	100
WEST CANADA DEPOSITORY TRUST CO.		None	1,200
WHITE	DR. ED	None	300
WHITE	FERN	None	100
WHITE	WILFRED	None	100
WHITELAW, Q.C.	ARCHIBALD	None	100
WICKWARE	JOHN	None	100
WILDE	TRENT	None	100
WILKIE	IAN	None	100
WILLEY	ROBERT	None	100
WILLIAMS	DAVID	None	1,800
WILSON	NEIL	None	100
WILSON	PETER	None	100
WOOD	LEROY	None	100
WOODS	A.	None	100
WOODS	JEX	None	100
WORAM	RICHARD	None	100
WREN	JOHN	None	100
WRIGHT	GLENDA	None	300
WRIGHT	JAMES	None	100
WRIGHT	ROBERT	None	100
WYLIE	DONALD	None	100
YAMASAKI	DONALD	None	100
YEE	NUKE	None	100
YING	LILY LAU CHUI	None	300
YORKTON SECURITIES INC.		None	100
ZETTLE	LEONARD	None	100
TOTAL			4,487,755

PLAN OF DISTRIBUTION

The securities offered by this prospectus may be sold by the Selling Shareholders or by those to whom such shares are transferred. We are not aware of any underwriting arrangements that have been entered into by the Selling Shareholders. The distribution of the securities by the Selling Shareholders may be effected in one (1) or more transactions that may take place in the over-the-counter market, including broker's transactions, privately negotiated transactions or through sales to one (1) or more dealers acting as principals in the resale of these securities.

We are registering 4,487,755 shares of Common Stock, which were issued to the original shareholders of Ideal.

Any of the Selling Shareholders, acting alone or in concert with one another, may be considered statutory underwriters under the Securities Act of 1933, if they are directly or indirectly conducting an illegal distribution of the securities on behalf of our corporation. For instance, an illegal distribution may occur if any of the Selling Shareholders were to provide us with cash proceeds from their sales of the securities. If any of the Selling Shareholders are determined to be underwriters, they may be liable for securities violations in connection with any material misrepresentations or omissions made in this prospectus.

In addition, the Selling Shareholders and any brokers and dealers through whom sales of the securities are made may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, and the commissions or discounts and other compensation paid to such persons may be regarded as underwriters' compensation.

The Selling Shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, accounts or loan transactions. Upon default by such Selling Shareholders, the pledgee in such loan transaction would have the same rights of sale as the Selling Shareholders under this prospectus. The Selling Shareholders also may enter into exchange traded listed option transactions which require the delivery of the securities listed under this prospectus. The Selling Shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such Selling Shareholders under this prospectus. In addition to the above, each of the Selling Shareholders and any other person participating in a distribution will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the Selling Shareholders or any such other person.

There can be no assurances that the Selling Shareholders will sell any or all of the securities. In order to comply with state securities laws, if applicable, the securities may be sold in those jurisdictions only through registered or licensed brokers or dealers. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. Under applicable rules and regulations of the Securities Exchange Act of 1934, as amended, any person engaged in a distribution of the securities may not simultaneously engage in market making activities in these securities for a period of one (1) or five (5) business days prior to the commencement of such distribution.

All of the foregoing may affect the marketability of the securities. We will pay all the fees and expenses incident to the registration of the securities, other than the Selling Shareholders' pro rata share of underwriting discounts and commissions, if any, which is to be paid by the Selling Shareholders.

Should any substantial change occur regarding the status or other matters concerning the Selling Shareholders, we will file a Rule 424(b) Prospectus Supplement disclosing such matters.

LEGAL PROCEEDINGS

Since our inception, we have been involved in only one (1) legal action, and it involves only Somani Holdings Inc. This action was brought in the Superior Court of Justice in Ontario, Canada, on September 20, 2001 by Richard Michael Kostecki, Kylie Rose Kostecki, Cameron Whitfield and Taylor Whitfield against Mary Goodman, Stanley Revich, Elayne Whitfield, Morris Reiss, Somani Holdings Inc. and Downtown Toyota Limited. Damages sought are $9,000,000 (Canadian Dollars) in general and special damages, based upon the claim that a sunroof installed by Somani Holdings Inc. was improperly installed and caused injuries to passengers in a vehicular accident. This matter is still in pre-discovery stage and will be defended by our insurance company.

At this time we are aware of no other legal proceedings in which Ideal, or any one of Ideal's subsidiaries, are a party.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS

Board of Directors

The following individuals have agreed to sit on the Board of Directors of Ideal. Each individual's background is of material importance to Ideal.

Joseph P. O'Connor	Chairman of the Board of Directors
Ayaz M. Somani	Director
Karim K. Suleman	Director

Management

Joseph P. O'Connor	CEO
Ayaz M. Somani	President Principal Financial Officer
Karim K. Suleman	Executive Vice President, Secretary and Treasurer  Principal Accounting Officer
James Erickson	Vice President, T.O.E., Inc.
Tom Sullivan	Vice President, Ideal Accents, Inc. (Taylor) Secretary and Treasurer, T.O.E., Inc.
George Walch	Secretary and Treasurer, Ideal Accents, Inc. (Taylor)

Joseph O'Connor, Chairman & CEO, Director of Ideal
AGE: 45

Mr. O'Connor attended Wayne State University in Detroit from 1975 to 1979 and has been involved in the automotive aftermarket industry ever since. Mr. O'Connor started out as an installer of basic accessories at a new vehicle dealership in Detroit and progressively moved through the ranks until he started his own mobile installation business. From there, Mr. O'Connor launched Ideal Accents, Inc., a full service aftermarket accessory shop in Detroit, MI. Since the early 80's, Mr. O'Connor has built Ideal Accents, Inc. and its three (3) associate companies into one of the largest accessorization services in the US, offering an extensive mix of aftermarket products, and exemplifying the best industry practices. Currently, Ideal Accents, Inc. and its three (3) associate companies generate annual revenues in excess of US$ 10 million.

Ayaz Somani, President, Principal Financial Officer, Director of Ideal
AGE: 42

Mr. Somani studied Commerce and Finance at the University of Toronto and has been involved in the automotive aftermarket since 1984. From 1984 to 1992, Mr. Somani was part owner of a Canadian aftermarket products distributor, and was instrumental in introducing and marketing several accessory brands, e.g. (Webasto and Katzkin). In 1992, Mr. Somani acquired ownership of Automotive Sunroof Company (Pickering) ("ASC"), a full service aftermarket accessory shop in Toronto, Ontario, Canada. ASC's sales have expanded 450% from the time of Mr. Somani's acquisition. Today, ASC is one of the leading accessorization services in Canada, offering an extensive mix of aftermarket products, and exemplifying the best industry practices.

Karim Suleman, Executive VP, Secretary and Treasurer, Principal Accounting Officer, Director of Ideal
AGE: 41

Mr. Suleman has Bachelors Degrees in Commerce and Law from the University of British Columbia and has been involved in the field of business development since 1987. Mr. Suleman has helped in the development of several types of businesses, including a real estate development firm; two (2) publicly traded high tech companies, and a garment importing and distribution company. Mr. Suleman's expertise includes strategic management, business operations, personnel development, and public financing. Since 1996, Mr. Suleman has helped Mr. Somani in the business development of Automotive Sunroof Company (Pickering).

James Erickson, Vice President, T.O.E., Inc.
AGE: 69

Mr. James Erickson has been in the automotive aftermarket business for close to 45 years and only in the last four has disengaged himself from active participation in it. Mr. Erickson opened his first facility in Racine, Wisconsin in the mid '60's where his company manufactured and installed seat covers. Gradually, Mr. Erickson expanded the company's product line to include convertible tops repairs and replacement, roof treatments, bolt-on products and sunroofs. In the late '80's, Mr. Erickson opened branch facilities in Madison and Menasha, Wisconsin. Just before Mr. Erickson disengaged himself from his business four years ago, the combined revenue of all his facilities was over $6 million.

Thomas Sullivan, Vice President, Ideal Accents, Inc. (Taylor)
                              Secretary and Treasurer, T.O.E., Inc.
AGE: 46

Mr. Thomas Sullivan has had an ownership interest in T.O.E., Inc. since 1991 and has been the Plant Manager of the facility since.  As Plant Manager, Mr. Sullivan performs several functions: installation, purchasing, sales, personnel management, etc.  Under Mr. Sullivan's management, revenues at the facility have grown from $720,000 to over $2.5 million.

George Walch, Secretary and Treasurer, Ideal Accents, Inc. (Taylor)
AGE: 36

Mr. George Walch joined Ideal Accents, Inc. (Ferndale) in 1983. Over the years Mr. Walch has acquired expertise in several areas: installation, purchasing, sales, personnel management, etc. In 1996, Mr. Walch acquired an ownership interest in Ideal Accents, Inc. (Taylor) and was appointed Plant Manager of the facility. Under Mr. Walch's management, revenues at the facility grew from zero to over $1 million.

Family Relationships. Naseem Somani, wife of Ayaz Somani, is a first cousin of Karim Suleman. There are no other family relationships among our officers, directors, or persons nominated for such positions.

Legal Proceedings. No officer, director, or persons nominated for such positions and no promoter or significant employee of our Company has been involved in legal proceedings that would be material to an evaluation of our management.

ADVISORY BOARD

The following individuals are members of the Advisory Board of Ideal Accents, Inc.:

Andrew McLean
Mike Thibideau
Alykhan Jetha
George Kouri
John Maravino
Danny Cisterna
Greg Mallough

Andrew McLean, Financial Advisor
AGE: 35

Mr. McLean has a CGA designation in Canada and a CPA designation in the US. Mr. McLean has extensive experience in the areas of international finance, public company finance, SEC compliance, mergers and acquisitions and corporate IT systems.  Over the years, Mr. McLean has held high level finance related positions in many companies, including the CFO position in Madison Chemical Industries Inc. (a world leader in the manufacturing and development of industrial coatings) and, more recently, in Cyberun Corp. (an Internet security software developer specializing in payment processing technology.)

Mike Thibideau, Advisor to Ideal (Network Development Strategy)

Mr. Thibideau joined Webasto Roof Systems, Inc. ("Webasto"), a global producer and marketer of automotive OEM and aftermarket sunroofs, in 1985 and has spent 15 years as General Manager of its aftermarket manufacturing and distribution division. During this period, the division's annual revenues expanded from US$500,000 to US$28 million at its peak. As part of this expansion, Mr. Thibideau established a nationwide network of over 200 independently owned Webasto licensees, providing sales and installation services for Webasto products. The network covered the 100 major North American automotive aftermarkets, serviced over 8,000 new vehicle dealerships, and consummated over 100,000 transactions annually. During his tenure as General Manager, Mr. Thibideau also launched several "company stores" in the Detroit and Los Angeles markets. Currently, Mr. Thibideau is the Director of Webasto's e-Business Division.

Alykhan Jetha, Advisor to Ideal (Network Information Strategy)

Mr. Jetha is a software solutions provider of corporate information management systems. From 1991 to 1997, Mr. Jetha developed information and operations enhancement software for Visible Genetics, General Electric, and several other mid to large sized companies. During the late 1990s, Mr. Jetha launched Tactical Step, a company that successfully designed and managed e-commerce sites for small to mid sized companies. Currently, Mr. Jetha heads Marketcircle, Inc., a consulting firm providing e-business and information management solutions.

George Kouri, Advisor to Ideal (Human Resource Strategy)

Mr. Kouri is a former marketing executive at Johnson & Johnson Family of Companies. Mr. Kouri's specialty is personnel productivity enhancement. Since 1979, through his consulting firm, George Kouri Associates, Mr. Kouri has assisted numerous companies in the areas of vision clarification, team building, corporate communication, employee training, and personnel motivation. Mr. Kouri's clients include Heinz, Goodyear Tire, and Calvin Klein.

John Maravino, Advisor to Ideal (Branding Strategy)

Mr. Maravino offers a comprehensive selection of branding services through his company Maravino Design Group and a group of associated companies. This selection ranges from product packaging to brand stewardship. The companies associated with the Maravino Design Group include Saatchi & Saatchi and McClaren Advertising. Mr. Maravino has successfully recreated major brands for companies like General Foods, Proctor & Gamble and General Mills.

Danny Cisterna, Advisor to Ideal (Accounting Strategy)

Mr. Cisterna is a Senior Manager in Deloitte & Touche's Toronto Office. He has extensive experience in public and private accounting, and has successfully counseled a wide array of clients, including a major bank, on tax and corporate accounting issues.

Greg Mallough, Advisor to Ideal (Legal Strategy)

Mr. Mallough, a graduate of Osgoode Hall Law School, is a founding partner of the Toronto law firm Hooey Remus, established in 1992. Mr. Mallough practices corporate and commercial law with an emphasis on business transactions, strategic planning and entrepreneurial start-ups, including e-commerce start-ups. Mr. Mallough was called to the Ontario Bar in 1984 and is counsel to several private and publicly held companies.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Class of Security	Name and Address Of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Common Stock	JOSEPH O'CONNOR Chairman and CEO 27490 Spring Valley Farmington Hills, MI 48336 USA	4,749,481	47.6%
Exchangeable Shares Exchangeable Shares	AYAZ SOMANI President 151 Sandcherry Court Pickering, ON L1V 6S8 Canada	1,520,800 direct    760,400 indirect held by wife	28.9% 14.5%
	TOTAL	2,281,200	43.4%
Exchangeable Shares	KARIM SULEMAN Executive Vice President, Treasurer and Secretary 5 Mary Elizabeth Crescent Markham, ON  L3R 9M2 Canada	2,031,250	38.7%
Common Stock	JAMES ERICKSON Vice President T.O.E., Inc. 1223 Lakespur Drive Kansasville, WI USA 53138	275,000	.028%
Common Stock	THOMAS SULLIVAN Vice President Ideal Accents, Inc. (Taylor), Secretary and Treasurer T.O.E., Inc. 1094 Cora Wyandotte, MI USA 48338	150,483	.015%
Common Stock	GEORGE WALCH Secretary and Treasurer Ideal Accents, Inc. (Taylor) 19762 Donna Livonia, MI USA 48152	75,036	.0075%

Collectively Management and Directors own 62.8% of the issued voting shares of Ideal.

Note 1: Exchangeable Shares issued by our subsidiary Ideal Accents Holdings Inc. have the same voting rights as our Common Stock and are exchangeable for Common Stock at any time. (See "Exchangeable Shares" on page 20.)

Note 2: Shares held by these beneficial owners and management are subject to a performance escrow whereby they will only be released from escrow based on certain financial performance of Ideal. (See "Performance Escrow Agreement" on page 21.)

Note 3: None of the officers and directors has the rights to acquire additional shares.

DESCRIPTION OF SECURITIES

The following description is a summary and is qualified in its entirety by the provisions of our Articles of Incorporation and Bylaws. We are authorized to issue 50,000,000 shares of Common Stock with a par value of $.001 per share and 50,000,000 preferred shares, with a par value of $.001 per share, which may be issued in series. Ideal originally issued 17,950,000 shares to its founders. At a special meeting of shareholders and directors on December 11, 2001 they approved a roll back of four (4) old shares for one (1) new share, leaving 4,487,755 Common Stock outstanding after adjustment for fractional shares. These shares are held by approximately 545 shareholders. (See "Selling Shareholders" beginning on page 9.)

As of the date hereof 9,968,255 Common Stock are issued and outstanding and 5,250,958 Common Stock are reserved for exchange of the Exchangeable Shares.

Ideal formed a subsidiary, Ideal Accents (Nova Scotia) Company on December 10, 2001 and formed an additional subsidiary, Ideal Accents Holdings Inc., an Ontario Corporation on December 11, 2001. These subsidiaries were incorporated to accommodate certain tax matters as they relate to the share exchange with the Canadian Shareholders.

On December 13, 2001 Ideal completed the acquisition of all of the outstanding shares of six (6) companies all involved in the auto accessory business. Four (4) of these companies are located in the Detroit, Michigan area. Ideal issued 5,350,000 shares of Common Stock in exchange for all of the outstanding shares of the four (4) companies. The other two (2) companies are located in the Toronto, Ontario, Canada area. Ideal issued 130,500 shares of Common Stock and Ideal Accents Holdings Inc. issued 5,250,958 Exchangeable Shares (see "Exchangeable Shares" on page 20) for all of the outstanding shares of the two (2) Canadian companies.

In connection with the Canadian Share Exchange Agreement, Ideal also issued one (1) Special Voting Preference Share to the Agent for the Exchangeable Shareholders. (See details under "Special Voting Preference Share" page 20.)

Of the shares issued under the two (2) Share Exchange Agreements 4,312,450 Exchangeable Shares and 4,749,981 shares of Common Stock have been placed in escrow under a Performance Escrow Agreement by the officers and directors of Ideal that restricts the release of these shares until Ideal has met certain financial milestones. (See details under "Performance Escrow Agreement" on page 21.) When released, these shares will still be restricted from sale under the affiliate regulations as defined in Rule 144 of the Securities Act of 1933.

None of the shares issued under the Share Exchange Agreements are being registered in this prospectus. Ideal has reserved 5,250,958 shares of Common Stock for issue to the Exchangeable Shareholders.

Stock Option Plan. On December 13, 2001 Ideal adopted the 2001 Stock Option Plan (the "Plan") under which our officers, directors, consultants, advisors and employees may receive stock options. The aggregate number of shares that may be issued under the plan is 5,000,000. The purpose of the Plan is to assist the Company and its subsidiaries and affiliates in attracting and retaining selected individuals to serve as directors, officers, consultants, advisors, and employees of the Company who will contribute to the Company's success, and to achieve long-term objectives that will inure to the benefit of all shareholders of the Company through the additional incentive inherent in the ownership of Ideal's Common Stock. Options granted under the plan will be either "incentive stock options," intended to qualify as such under the provisions of section 422 of the Internal Revenue Code of 1986, as from time to time amended (the "Code"), or "nonqualified stock options." For purposes of the Plan, the term "subsidiary" shall mean "subsidiary corporation," as such term is defined in section 424(f) of the Code, and "affiliate" shall have the meaning set forth in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Plan will be administered by a Committee of the Board of Directors who will set the terms under which options are granted. No options have been granted under the Plan as of the date of this prospectus.

Exchangeable Shares. The holders of "Exchangeable Shares" in Ideal Accents Holdings Inc. have equal voting rights and equal economic value as Common Shareholders. These shares may be exchanged at any time for Ideal Common Stock. The Exchangeable Shares are entitled to dividends and have redemption rights, redeemable for an equal number of shares of Common Stock at market value in the event of liquidation, dilution or winding up but in any event will be exchanged not later than November 30, 2010. 4,312,450 of the Exchangeable Shares are subject to the Performance Escrow Agreement described under the Performance Escrow Agreement on page 20.

Common Stock. Each Shareholder is entitled to one (1) vote for each share of Common Stock and each Exchangeable Share held on all matters submitted to a vote of Shareholders. Cumulative voting for the election of directors is not provided for in Ideal's Certificate of Incorporation, which means that the holders of a majority of the shares voted can elect all of the directors then standing for election. The Common Stock and Exchangeable Shares in Ideal are not entitled to pre-emptive rights, nor is the Common Stock subject to conversion or redemption rights. "Exchangeable Shares" in Ideal Accents Holdings Inc. are entitled to conversion and redemption in the event of liquidation, dissolution or winding-up. Any conversion or redemption is satisfied with an equal number of Common Stock. Upon liquidation, dissolution or winding-up of Ideal, the assets legally available for distribution to Shareholders are distributable ratably among all shares outstanding which include the shares exchanged for the Exchangeable Shares at that time after payment of liquidation preferences, if any, and payment of other claims of creditors. Each outstanding share of Common Stock is, and each Exchangeable Share outstanding upon completion hereof is, fully paid and non-assessable.

Special Voting Preference Shares. One (1) Special Voting Preference Share has been issued to the Agent for the holders of Exchangeable Shares and carries with it voting rights for all of the Exchangeable Shares. The Agent is required to distribute proxy material to the Exchangeable Shareholders at the same time and in the same manner as material is distributed to the Common Shareholders and represent the Exchangeable Shareholders at all meetings of Ideal's shareholders.

Shares Eligible for Future Sale. As of the date hereof Ideal has 9,968,255 shares of Common Stock and 5,250,952 Exchangeable Shares issued and outstanding. 4,487,755 shares of Common Stock were issued prior to completion of the Share Exchanges and are being registered as free trading, 130,500 Common Stock are subject to a one-year hold, 5,250,000 Common Stock are held by affiliates as defined in Rule 144 of the Securities Act of 1933 as amended. 4,749,481 shares of Common Stock held by an affiliate are also subject to a Performance Escrow more particularly described on page 22. 4,312,450 Exchangeable Shares are held by affiliates and when exchanged will be subject to the affiliated rules as defined in Rule 144 of the Securities Act of 1933 as amended and are also subject to the Performance Escrow. 938,508 Exchangeable Shares are subject to a one-year hold. 5,000,000 shares of Common Stock are reserved for the 2001 Stock Option Plan and when issued will be subject to the requirements of Rule 144 of the Securities Act of 1933 unless qualified as free trading by further submissions by Ideal.

In general, under Rule 144 of the Securities Act of 1933 as currently in effect, a Shareholder who has beneficially owned for at least one (1) year shares privately acquired, directly or indirectly, from Ideal or from an affiliate of Ideal, and persons who are affiliates of Ideal who have acquired the shares in registered transactions, will be entitled to sell within any three (3) month period a number of shares that does not exceed the greater of: (i) 1% of the outstanding Common Stock; or (ii) the average weekly trading volume in the Common Stock during the four (4) calendar weeks preceding such sale. Sales under Rule 144 of the Securities Act of 1933 are also subject to certain requirements relating to the manner and notice of sale and the availability of current public information about Ideal. In general under Rule 144(k) of the Securities Act of 1933, as currently in effect, a Shareholder, who is not an affiliate of Ideal, and who has beneficially owned such shares for at least two (2) years, may sell all of such Shareholder's shares without the volume limitations of Rule 144 of the Securities Act of 1933 described above.

No predictions can be made with respect to the effect, if any, that public sales of Common Stock or the availability of shares for sale will have on the market price of the Common Stock after this registration statement becomes effective. Sales of substantial amounts of Common Stock in the public market following, or the perception that such sales may occur, could adversely affect the market price of the Common Stock or the ability of Ideal to raise capital through sales of its equity securities. (See "Risk Factors" beginning on page 6.)

Performance Escrow Agreement. Joseph O'Connor, Ayaz Somani, Naseem Somani, and Karim Suleman, all Directors or family of Directors of Ideal, placed the following shares in escrow with the law firm McLeod Dixon LLP as Escrow Agents under an Escrow Agreement with Ideal. The shares held in escrow are as follows:

  

    

    Joseph O'Connor 
    

    4,749,481 
    

    Common Shares 
  
  

    

    Ayaz Somani 
    

    1,520,800 
    

    Exchangeable Shares 
  
  

    

    Naseem Somani 
    

         760,400 
    

    Exchangeable Shares 
  
  

    

    Karim Suleman 
    

    2,031,250 
    

    Exchangeable Shares 
  


The shares represent 59.5% of the outstanding voting shares of Ideal and will only be released
from escrow based on the following performance of Ideal:

A prorated 25% of each of the parties' shares will be released at each of the following
performance levels of Ideal:



$ 25,000,000 in consolidated gross annual revenue 
$ 50,000,000 in consolidated gross annual revenue 
$ 75,000,000 in consolidated gross annual revenue 
$100,000,000 in consolidated gross annual revenue


These releases are further
conditional on Ideal being profitable on a pre-tax basis in the fiscal year end
in which the gross annual revenue was reached or surpassed.


Voting Rights. Each Common Share of Ideal and each Exchangeable Share of Ideal Accents Holdings
Inc. entitles the holder to one (1) vote, either in person or by proxy, at
meetings of shareholders in Ideal. The holders are not permitted to vote their
shares cumulatively. Accordingly, the holders of Common Stock and Exchangeable
Shares, holding, in the aggregate, more than fifty percent of the total voting
rights can elect all of our directors and, in such event, the holders of the
remaining minority shares will not be able to elect any of such directors. The
vote of the holders of a majority of the issued and outstanding shares of Common
Stock and Exchangeable Shares entitled to vote thereon is sufficient to
authorize, affirm, ratify or consent to such act or action of Shareholders,
except as otherwise provided by law. 


Dividend Policy. All Common Stock and Exchangeable Shares are entitled to participate
proportionally in dividends if our Board of Directors declares them out of the
funds legally available. These dividends may be paid in cash, property or
additional Common Stock. We have not paid any dividends since our inception and
presently anticipate that all earnings, if any, will be retained for development
of our business. Any future dividends will be at the discretion of our Board of
Directors and will depend upon, among other things, our future earnings,
operating and financial condition, capital requirements, and other factors.
Therefore, there can be no assurance that any dividends will be paid in the
future. 


Miscellaneous Rights and
Provisions. Holders of Exchangeable
Shares have conversion rights to convert to Common Stock at any time and in the
event of our liquidation, dissolution or winding-up, whether voluntary or
involuntary, will be redeemed for an equal number of shares of Common Stock
enabling them to proportionally share in assets availability for distribution
after satisfaction of all liabilities and payments of the applicable liquidation
preferences.


Transfer Agent and Registrar. The Transfer Agent and Registrar for the Common Stock is Olde Monmouth Transfer
Co., Inc., Atlantic Highlands, New Jersey.


INTEREST OF EXPERTS AND COUNSEL

Our Financial Statements for the
period from inception of our predecessor to December 31, 2001 have been included
in this prospectus in reliance upon Rotenberg & Company, LLP., independent
Certified Public Accountants, as experts in accounting and auditing. 


INDEMNIFICATION OF DIRECTORS

Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to our
directors, officers and controlling persons, we have been advised that in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities, other than the
payment by us of expenses incurred or paid by our directors, officers or
controlling persons in the successful defense of any action, suit or
proceedings, is asserted by such director, officer, or controlling person in
connection with any securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to
the court of appropriate jurisdiction the question whether such indemnification
by us is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issues. 


ORGANIZATION OF COMPANY IN LAST
FIVE YEARS

Ideal was incorporated in the
State of Florida on January 21, 1999 as Interact Technologies Inc. and on
February 17, 1999 changed its name to Fairhaven Technologies, Inc. On April 16,
1999 the corporation issued 17,950,000 shares of Common Stock. The company was
incorporated to conduct medical research and with the intent of filing a
registration statement under the Securities Act of 1933 as amended. This plan
was not completed and the Company remained inactive until on December 10, 2001
when Ideal incorporated Ideal Accents (Nova Scotia) Company, a Nova Scotia,
Canada corporation and on December 11, 2001 incorporated Ideal Accents Holdings
Inc. an Ontario, Canada corporation. On December 13, 2001 Ideal completed a US
Share Exchange Agreement between Ideal, Ideal Accents, Inc. (Ferndale), Ideal
Accents, Inc. (Ann Arbor), Ideal Accents, Inc. (Taylor), and T.O.E., Inc., all
Michigan corporations. Ideal Accents, Inc. (Ferndale) the Michigan corporation
has a wholly owned subsidiary, JTM, Inc., also a Michigan corporation. In this
US Share Exchange Agreement Ideal acquired all of the outstanding shares of each
of the four (4) Michigan companies. In a separate but simultaneous transaction
on December 13, 2001 Ideal completed a Share Exchange Agreement (Canadian Share
Exchange Agreement) between Ideal, Ideal Accents (Nova Scotia) Company, Ideal
Accents Holdings Inc., AutoFun Canada Inc., an Ontario, Canada corporation and Somani Holdings Inc. an Ontario, Canada corporation. In this Canadian Share
Exchange Agreement Ideal and its subsidiaries acquired all of the outstanding
shares of AutoFun Canada Inc. and Somani Holdings Inc.

Prior to the acquisition of the
four (4) Michigan companies and the two (2) Ontario companies, the shareholders
and directors of Ideal approved a roll back of the 17,950,000 outstanding shares
of Common Stock based on four (4) old shares for one (1) new share leaving
4,487,755 shares of Common Stock outstanding after adjustment for fractional
shares.

Ideal issued 5,480,500 Common
Stock and its subsidiary Ideal Accents Holdings Inc. issued 5,250,958
Exchangeable Shares (see "Exchangeable Shares" page 20) on December 13, 2001 to
acquire all of the outstanding shares of the six (6) companies and on the same
date the original officer and director, Paul Hines, resigned and was replaced by
Joseph O'Connor, CEO and Chairman of the Board of Directors, Ayaz Somani,
President and Director, and Karim Suleman, Executive Vice President, Secretary,
Treasurer, and Director. All three (3) of the new officers and directors were
major shareholders of the six (6) companies acquired in the Share Exchanges. 


OUR BUSINESS

Ideal's officers and directors
have successfully operated auto accessory shops dating back to 1981. Our plan is
to consolidate a portion of the North American automotive aftermarket accessorization industry, that services customers at the vehicle dealer level,
into a continent-wide network of installation shops owned and operated by a
single company and marketed under a single brand. Automotive aftermarket
accessories generally break down into three (3) product categories: styling
accessories, vehicle electronics and performance enhancement. Our research shows
that the installation of these accessories in North America today is carried out
by 1,600 - 2,000 mainly small and independent owner-operated installation shops.
According to the Specialty Equipment Market Association, the principal source of
North American automotive aftermarket data, the current annual North American
retail accessories aftermarket is US$ 23.2 Billion and has been growing 7.5%
annually. Ideal plans to consolidate as much of the industry as possible by
acquiring existing facilities through cash and share purchases. Owners will have
the option of remaining as managers, provided they pass certain management
screening tests, or exiting the business with equity. 



Currently, Ideal has Five (5) wholly owned subsidiaries operating accessory
installation shops, consolidated revenues were $8,364,917 and consolidated net
income was $318,530 for the year ended December 31, 2001. Ideals operating
accessory installation shops are located as follows:


  

    

    
Company
    

    
Location
  
  

    
Ideal Accents, Inc. (Ferndale) and JTM, Inc.
    
Detroit, Michigan, USA
  
  

    
Ideal Accents, Inc. (Ann Arbor)
    
Detroit, Michigan, USA
  
  

    
Ideal Accents, Inc. (Taylor) 
    
Detroit, Michigan, USA
  
  

    
T.O.E., Inc.
    
Detroit, Michigan, USA
  
  

    
Somani Holdings Inc.
    
Toronto, Ontario, Canada
  


Facilitating Ideal's future
acquisitions is the membership of Ideal's Chairman & CEO, Mr. Joseph O'Connor,
and Ideal's President, Mr. Ayaz Somani, in Group 15. Group 15 is an existing
trade organization of the owner/operators of the largest automotive accessorizers in 15 major markets in North America and functions as a major
industry network center. The mission of Group 15 is to enable members to share
ideas, insights, knowledge and financial information with the aim of continually
improving member company performance along a series of operational and financial
benchmarks. Group 15 is commonly the first stop for new industry suppliers and a
useful information source for many installation shop principals. 

The successful integration of
newly acquired facilities into a consolidated network will depend on good shop
management, advanced network information systems and strong operational
quality/efficiency templates. A branding strategy, created and developed by
brand specialists, will identify Ideal and its services to both automotive
industry insiders and consumers. 

While modest attempts to
consolidate the automotive aftermarket accessories industry have been made on a
regional basis, Ideal's venture will be the first attempt to consolidate the
industry across North America. 


The Business.  The automotive accessories aftermarket consists of three (3) supplier tiers:
1. 
    
Tier One Suppliers
    consist of manufacturer/suppliers of accessories to Original Equipment
    Manufacturers ("OEMs")
    
2. 
    
Tier Two Suppliers
    consist of manufacturer/suppliers of components to Tier One Suppliers
    
3. 
    
Tier Three Suppliers
    consist of distributor/installers of Tier One parts on aftermarket vehicles.
    Ideal is presently authorized by many of the main Tier One Suppliers to
    install their products on aftermarket vehicles.
    

  

    
  

A typical accessory transaction
cycle runs as follows:
1. 
    
At the point of sale, a
    new vehicle dealer will offer a choice of accessory options to a vehicle
    purchaser.
    
2. 
    
The purchaser will make a
    selection and order an accessory.
    
3. 
    
The vehicle is sent to an
    installation shop, the selected accessory is installed, and the vehicle is
    brought back to the dealership.
    
4. 
    
The purchaser pays the
    dealer and takes delivery of the vehicle with the installed accessory.
    

  
    
  


Products.  Automotive parts and automotive accessories are distinct product
categories.  Automotive parts are designed, made, sold, and installed for vehicle repairs
and maintenance.  Automotive accessories are designed, made, sold, and installed
for vehicle improvement and enhancement.  Ideal's business is in the latter category.


Automotive accessories enhance a
vehicle either stylistically or functionally. Stylistic enhancements serve the
needs of differentiation and personalization. Functional enhancements serve,
among other needs, the needs of security, safety, convenience, comfort,
communication, connectivity, productivity, performance, and infotainment.
Ideal presently offers the
following product categories:


automotive styling accessories:

sunroofs, leather seats, wood dashboards, wheels, wings, etc.

vehicle electronics:

vehicle tracking systems, keyless entry, remote starters, GPS navigation systems, Auto PCs, TVs, VCPs, DVDs, CD Changers, stereos, etc.

performance enhancement:

modified exhausts, ground effects, etc.


Ideal will accessorize all
vehicle makes, models and body types. The body types include coupes,
convertibles, hatchbacks, sedans, wagons, pickups, vans and SUVs (sport utility
vehicles). 

Industry Structure. Our research shows that in North America there is roughly one (1) automotive aftermarket accessories shop for every 180,000 to 225,000 people.  Based on this correlation, with roughly 360 million people in North America, there are approximately 1,600-2,000 installation shops.  This calculation is further substantiated by research published by the Specialty Equipment Market Association ("SEMA"), the main source of North American
automotive aftermarket data, and by Merrill Lynch.  According to SEMA, in 1999, the large
automotive retail chains (e.g., Auto Zone, Pep Boys, etc.) were responsible for 13.8% of the
manufacturer level sales for the automotive aftermarket, and the specialty product/installation
outlets (e.g., Ideal) were responsible for 16.8%.  (Manufacturer level sales are sales of
products priced at manufacturer prices).  Also, according to Merrill Lynch, the chains and the
independent auto parts retailers have been undergoing a consolidation.  In 1998, there were
10 major auto parts companies operating 5,839 stores.  As of 1999, the number of major auto
parts companies had decreased to 8, while the number of stores had increased to 6,950.  The
extrapolation made from these numbers reveals that if it takes 6,950 retail stores to distribute
13.8% of the manufacturer level sales in the automotive aftermarket, it would not be unreasonable
to assume that it takes 1,600 - 2,000 specialty product/installation outlets to distribute/install
16.8% of these manufacturer sales in this same aftermarket.

Competition.  Large auto parts retailers such as Pep Boys and
Auto Zone in the US and Canadian Tire in Canada, though public and well funded, are not a
competitive threat to Ideal's efforts, because their business is selling automotive parts at the
retail level, not installing automotive accessories at the dealer level.  While it would be
theoretically possible for these retailers to move into the accessorization business, it would not
be practical for them.  Vehicle accessorization in its essential categories requires highly
specialized installation expertise, and there is only a limited pool of such expertise available.

One potential competitor is Classic Soft Trim ("CST") - a
private company. CST has been an aftermarket manufacturer of auto interior
leather products since 1969. Over the years, to lessen its reliance on
independent distributors/installers, CST began setting up company-owned
distribution/installation centers. Today, the CST network comprises 38
company-owned outlets and even more independent CST authorized
distributor/installers. Recently, to diversify its product selection at its
company-owned centers, CST has started offering accessorization services in
complimentary styling products such as wood dashes, sunroofs, spoilers and CD
changers. Ideal and CST have radically different strategic objectives. The
strategic objective behind CST's network creation is the distribution of its
manufactured leather products. Ideal's strategic objective, on the other hand,
is the consolidation of the aftermarket industry into a branded continent-wide
network of installation shops that offer its services across all of the major
product categories. 

Market Size.  In 1990, sales of automotive aftermarket products
at the manufacturer level were US$ 4.35 billion.  In 1999, these sales at the manufacturer
level had reached US$ 8.17 billion.  That is an average annual growth of nearly 7.5%. 
The manufacturer level sales of US$ 8.17 billion in 1999 translated into retail level sales of US$
23.2 billion.  (Retail level sales are sales of products at retail prices.)  According
to SEMA, 74% of the manufacturer level sales can be traced to 14 product categories.  Ideal's
product offering is in four (4) of the leading categories.  These four (4) leading SEMA categories, the corresponding Ideal categories and the items they include are:


    
SEMA Product Categories
    
Ideal product Categories
    
Specific Items
  
  

    
Appearance/Body Accessory Products 
    
Stylistic Accessories
    
bumpers, grill guards, spoilers,
    headliners, bedliners, ground effects, sunroofs, tonneau covers, dashboard
    covers, seat covers, fender flares, running boards, etc.
  
  

    
Custom Wheels
    
Stylistic Accessories
    
(self-explanatory)
  
  

    
Electrical Products
    
Vehicle Electronics
    
on-board computers, cruise/speed
    control, power door locks, security systems, remote keyless entry, audio
    systems, mobile entertainment systems, etc.
  
  

    
Carburetor & Fuel System Products 
    
Performance Enhancement
    
performance carburetors, supercharger
    systems, fuel injection systems, fuel pumps, turbocharger systems, etc.
  


Products in the above categories find their way to the end-user through many
different outlets. The percentage and dollar amounts in manufacturer and retail
prices that can potentially reach end-users through
specialty-product/installation outlets ("Installation Shops") like Ideal are as
follows:


    

    
SEMA Product Category
    

    
Total Sales in Manufacturer Price
    

    
% Sales through Installation Shops
    

    
$ Sales through Installation Shops in Manufacturer Price
    

    
$ Sales through Installation Shops in Retail Price*
  
  

    
1. Appearance/Body Accessory Products
    
    
2.13 B
    
40.5 %
    
.862 B
    
1.724 B
  
  

    
2. Custom Wheels 
    
.97 B
    
49.9 %
    
.484 B
    
.968 B
  
  

    
3. Electrical Products
    
.50 B
    
28.5 %
    
.143 B
    
.286 B
  
  

    
4. Carburetor & Fuel System Products
    
    
.15 B
    
30.2 B
    
.045 B
    
.090 B
  
  

    
Total $ Sales through Installation Shops in Retail Price in the  four (4) SEMA product categories that Ideal offers
    
3.06 B
  



Note:   B = US$ billion
    
            * = $ Sales in Retail Price
    = ($ Sales in Manufacturer Price) X 100%
    
Some of the factors driving
market growth in the automotive aftermarket are:
    -    continued growth in the number
  of vehicles on the road
    -    continued increase in the
  number of miles being driven per year
    -    continued increase in the
  amount of time spent in vehicles
    -    new automotive accessory
  technologies and products
    -    greater safety and security
  concern 
    -    dramatic increase in sales of
  sport utility vehicles (SUVs) and light trucks, the most likely vehicles to be
  accessorized

  
Acquisition Plan. The acquisition selection criteria are:


  

    

    
    
Criteria
    

    
    
Explanation
  
  

    

    Markets Serviced
    

    To build a North America wide service,
    key accessory installation shops in geographically strategic locations will
    be targeted.
  
  

    

    Revenue Size
    

    To ensure that Ideal inherits a
    sufficient local management layer, facilities with annual revenues of US$ 2
    million or more will be Ideal's preferred targets.
  
  

    

    Management Capability
    

    The incumbent management will have to
    demonstrate that they can manage the facility by ISO standards and Industry
    Best Practices.
  
  

    

    Installation Capability
    

    The shop must have installation
    expertise in at least two (2) of the three (3) product categories Ideal
    carries. In the future, as Ideal expands its product categories, it will
    consider acquiring facilities that have expertise in these new categories.
  
  

    

    Business Reputation
    

    A healthy reputation among the local
    dealer community will be critical.
  
  

    

    Financial Performance
    

    Key financial ratios will be applied
    to assess the overall health of the facility.
  
  

    

    Revenue growth potential
    

    The facility must have revenue growth
    potential after Ideal's operational and marketing expertise has been
    applied.
  



A significant factor that aids
Ideal in its effort to acquire facilities is the limited exit strategy faced by
most of the owner-operators. Because automotive accessorization is a specialized
and skill-intensive business, few outside the industry can extract value from
the business the way the incumbent owner-operators can. With few buyers, such
businesses become extremely difficult to sell. Through its acquisition plan,
Ideal offers owner-operators who wish to leave the industry a convenient and
practical exit strategy. 


Acquisition Schedule. The following sets out our projected acquisition schedule for the next five
  (5) years:
  
  




    
 
    

    Yr 1
    

    Yr 2
    

    Yr 3
    

    Yr 4
    

    Yr 5
    
  
  

    
Number of New Acquisitions
    
6
    
12
    
18
    
32
    
32
    
  

    
Total Number of Acquisitions
    
6
    
18
    
36
    
68
    
100
    




Integration Strategy. Ideal's integration strategy will focus on the following areas:


  
Shop Management. Ideal's main reason for targeting shops with annual sales in excess of US$ 2
  million is to acquire a shop-level layer of management that can be trained in
  ISO standards, industry best practices and information systems. Such training
  will be essential for the successful integration of the newly acquired shop
  into Ideal's network. The quality/efficiency templates designed by Ideal will
  establish the standards for developing superior management and processes at
  the shop level. To incentivize shop level management to achieve challenging
  business benchmarks (revenues and earnings targets, new client accounts,
  market share, etc.), generous performance based stock options will be offered
  this management. Furthermore, Ideal will continually seek to improve the
  caliber of management at the shop level by encouraging and supporting regular
  management training and education.
 
  
Network Information
  System. Ideal's corporate electronic information system will be essential
  to achieving network efficiency and cohesion. Ideal has hired Marketcircle,
  Inc., a specialty e-solutions company, to design its corporate information
  system. The aim is to architect an information system that effortlessly
  intertwines with Ideal's operational procedures. The system will be
  sufficiently modular and scalable to fully satisfy the growing information
  needs of an expanding network that plans to have 100 facilities in five (5)
  years.
 
  
Operational
  Quality/Efficiency Templates. Ideal's corporate plan is to be ISO
  certified by December 2002. As each facility is acquired, bringing this new
  facility up to ISO standards will be a priority. As the ISO standards are
  implemented within a particular facility, Ideal will apply to have its ISO
  certification expanded to include the new facility. Somani Holdings Inc. in
  Toronto has already commenced the ISO certification process for its facility.
  The expected certification date for the facility is March 2002. Ideal's four
  (4) operating facilities in Detroit are presently preparing to begin the
  certification process. One of the aims of these initial certification
  processes is to standardize all the operational procedures and workflow
  documentation across the US and Canadian facilities. These standardized
  procedures and documentation will serve as Ideal's starting operational
  quality/efficiency templates. Ideal will also template industry best practices
  for implementation in all its facilities.

Marketing Strategy.
Ideal's marketing strategy will center on having a strong brand identity across
the entire network. The brand will ideally promise the following:

  
    
1. Superior product choice
2. Superior installation
    quality
3. Superior turnaround time
4. Competitive pricing
    
  

Ideal's Integration Strategy
(Shop Management, Network Information Systems, Operational Quality/Efficiency
Templates) is designed to fulfill the second, third and fourth elements of the
brand promise. Fulfilling the first element will be the task of Ideal's
corporate level management working in close affiliation with Tier One suppliers. 

Each new facility acquired will
initially carry some goodwill in the local market it serves. Identifying the new
facility with the Ideal name will be done gradually. At first, the new facility
will simply be referred to as "an Ideal Company". After the facility's clientele
becomes accustomed to the facility's association with Ideal, steps will be taken
to replace the acquired name with the Ideal name. The eventual goal is to have
all 100 network facilities operate under the Ideal name. Such name conversion
will contribute significantly to Ideal's overall branding effort consisting of
the elements of marketing, advertising, promotion, public relations, and
corporate image management in both Web space and real space.



Financial Plan. Both the US and Canadian subsidiaries have conventional lines
of credit in place.  Ideal plans to arrange a larger consolidated conventional line of
credit under the parent company.  Each of the subsidiaries have successfully operated
on their operating profits.
Ideal intends to seek other equity financing in the future as required.


Competitive Advantage.  As an industry consolidator,
Ideal's competitive advantage lies in its ability to raise capital; its publicly traded
shares; its experienced management team; its extensive industry expertise; its established
relationships with suppliers; and its long standing relationships with the owner-operators
of most prospective acquisition targets.  The tax and financial advantage that Ideal
will demonstrate to owner-operators will encourage them to be part of this nationwide opportunity.


As the consolidation gets
underway and Ideal implements its Integration and Marketing Strategies, Ideal's
competitive advantage will continue to grow.


Long Term Growth Strategy. When Ideal attains a reasonable nationwide presence, its greatest potential revenue source will lie in the Original Equipment Aftermarket ("OEAM") space.  Currently, as regards aftermarket
services, OEAMs such as GM, Ford and Toyota navigate between two (2) competing considerations.
The first consideration is to cut costs; the second is to offer customization.  To cut
costs the OEAMs have had to further simplify and standardize production.  To offer
customization the OEAMs offer customers a selection of accessory packages at market (i.e.,
at the dealer level).  These packages are quite limited and do not provide customers the
freedom to select only the options they want.  The solution to this dilemma lies in producing
standardized vehicles that are mass customizable at market.  Ideal's North America wide network
of accessorization shops is designed to offer the OEAMs just this very customization capability at
the dealer end.  It is expected that Ideal's ISO certification should help remove impediments
there might be for Ideal in servicing the OEAMs.  The revenue possibilities for Ideal in providing
such mass customization services to the OEAMs are significant.


Management. See Directors, Executive Officers, Promoters, Control Persons on page 15.



Web Addresses.  The Web addresses of the key
operations and references mentioned in this prospectus are:


  

    

    
    
Company
    

    
    
Web Address
  
  

    

    
Ideal Accents, Inc. (Ferndale) 
Ideal Accents, Inc. ( Ann Arbor)
Ideal Accents, Inc. ( Taylor)
T.O.E., Inc.
    

    
www.idealaccents.com

    
  
  

    

    
Somani Holdings Inc. 
    

    
www.autosunco.com

    
  
  

    

    
Medallion Capital Corp.
    

    
www.medallioncap.com

    
  
  

    

    
Marketcircle, Inc.
    

    
www.marketcircle.com

    
  
  

    

    
Classic Soft Trim
    

    
www.classicsofttrim.com

    
  
  

    

    
Specialty Equipment Market Association (SEMA)
    

    
www.sema.org

    
  



General. Management of Ideal has an extensive background in the auto accessory industry.
Mr. Joseph O'Connor started
Ideal Accents, Inc. (Ferndale) in 1980. The initial product line consisted of
tape striping and adhesive body side moldings. Since then Mr. O'Connor grew the
business through a series of strategic acquisitions. These acquisitions had to
satisfy one (1) of two (2) criteria: add a new product line installation
capability or solidify market dominance in an existing line. Acquiring US
Sunroof, Inc. in 1983 gave Mr. O'Connor a capability in sunroof installations.
Acquiring Custom Trim of Michigan, Inc. in 1986 added the capability of "cut and
sew" operations for roof treatments. Acquiring T.O.E., Inc. in 1990 gave Mr.
O'Connor dominance in the Detroit sunroof aftermarket. During the early and mid
90's, Mr. O'Connor expanded the business by offering services through multiple
strategically located branch facilities. Ideal Accents, Inc. (Ann Arbor) was
opened in 1993, and Ideal Accents, Inc. (Taylor) was opened in 1996. More
recently, Mr. O'Connor has sought to increase business by expanding the
Company's product offerings beyond the established sunroof, leather seats and
bolt-on categories to include the rapidly emerging mobile electronics category.
Today, at close to $10 million in revenues, the four (4) Detroit subsidiaries
that Mr. O'Connor built are the leading automotive accessorization service in
the Detroit Area. 
Mr. Ayaz Somani started Automotive Sunroof Company (Pickering) ("ASC") in 1992 as an operating entity of Somani Holdings Inc., and has grown its business by focusing on four (4) areas:
Product Leadership (i.e., being the first to bring new automotive aftermarket products to market)
  
Styling Packages (i.e.,
  bundling automotive accessories and marketing these as styling packages)
  
Turnaround Time (i.e. picking
  up, accessorizing and delivering vehicles to a new vehicle dealer on the same
  day) 
  
Zone and Port Programs (i.e.,
  implementing accessory installation programs for the OEMs on their vehicles in
  a designated zone or at a port of entry before the vehicles are delivered to a
  new vehicle dealer)
Today, by achieving success in
these four (4) areas, Mr. Somani has built ASC into a leading automotive accessorization service in the Toronto Area.

Messrs. Ayaz Somani and Karim Suleman started AutoFun Canada Inc. ("AutoFun") in 1999. From inception, AutoFun has been a concept company. Ideal's business concept of consolidating the
fragmented North American automotive aftermarket into a continent wide network
of installation shops owned and operated by Ideal originates from AutoFun. The
market research, feasibility study, capital sourcing expertise, acquisition and
integration systems development, including network information systems and
process systems development that Ideal will employ in implementing its business
concept also originates from AutoFun.

MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATION

Forward-Looking Statements. The statements contained in this report on Form SB-2 which are not historical
facts, including (without limitation) in particular, statements made in this
Item, may contain forward-looking statements that are subject to important
factors that could cause actual results to differ materially from those in the
forward-looking statement, including (without limitation) product demand; the
effect of economic conditions; the impact of competitive services, products,
pricing; product development; parts supply restraints or difficulties; industry
regulation; the continued availability of capital resources and financing and
other risks set forth or incorporated herein and in Ideal's Securities and
Exchange Commission filings. Ideal does not undertake to update any
forward-looking statement that may be made from time to time by or on its
behalf.


Introduction.
Ideal sells and installs a wide range of automotive aftermarket accessories
primarily to new vehicle dealers in Southeastern Michigan and Toronto, Ontario,
Canada. One (1) shareholder had a controlling interest in the following
companies: 

  
Ideal Accents, Inc. (Ferndale)
Ideal Accents, Inc. (Ann Arbor)
Ideal Accents, Inc. (Taylor) 
T.O.E., Inc.
And two (2) other shareholders had controlling
interests in the following companies:

  
Somani Holdings Inc.
AutoFun Canada Inc.
Ideal generates revenue by the sale and
installation of the following:

  
Power Moonroofs
Manual & Topsliding Sunroofs
Carriage Roofs
Custom Tops
Leather Seat Covers and Trim
Spoilers
Wood Dashes
Ground Effects
Truck Accessories
Mobile Electronics
Entertainment Systems
Navigation Systems
Telematics
Other Styling and Functional Accessories
The following discussion and
analysis of Ideal's financial condition and results of operations should be read
in conjunction with the financial statements appearing in this Form SB-2.

Results of Operations. The following table sets forth statement of operations data of Ideal expressed
as a percentage of sales for the periods indicated:


    
 
    

    
    
Year Ended December 31,
  
  

    

    

    
    
2001
    

    
    
2000
  
  
  

    

    Sales
    


    
100.0%
    


    
100.0%
  
  

    

    Cost of Goods Sold
    


    
73.5%
    


    
73.8%
  
  

    

    Gross Profit
    


    
26.5%
    


    
26.2%
  
  

    

    Operating Expenses
    


    
20.2%
    


    
23.3%
  
  

    

    Income From Operations
    


    
6.3%
    


    
2.9%
  
  

    

    Depreciation
    


    
0.8%
    


    
1.1%
  
  

    

    Interest Expense
    


    
1.3%
    


    
1.8%
  
  

    

    Income Before Income Taxes
    


    
4.2%
    


    
0.0%
  
  

    

    Provision for Income Taxes
    


    
0.4%
    


    
0.3%
  
  

    

    Net Income
    


    
3.8%
    


    
(0.3%)
  



Year Ended December 31, 2001
Compared with Year Ended December 31, 2000

Sales. Sales for the year ended December 31, 2001 decreased $563,100 or 6.3% to
$8,364,900 from $8,928,000 for the year ended December 31, 2000.

The decline in sales was
primarily due to management's decision to de-emphasize certain products due to
declining demand and margins for these products and the events of September 11,
2001. 



Cost of Goods Sold. Material costs for the year ended December 31, 2001 was $3,616,100 or 43.2% of
sales compared to 3,854,800 or 43.2% of sales for the year ended December 31,
2000. 


Labor and Overhead. Labor and Overhead costs for the year ended December 31, 2001 was $2,529,900 or
30.3% of sales compared to $2,735,400 or 30.6% of sales for the year ended
December 31, 2000.


Operating Expenses. Operating expenses for the year ended December 31, 2001 decreased $392,400 or
18.8% to $1,692,600 from $2,085,000 for the year ended December 31, 2000.

The decrease in operating
expenses is mainly a result of a decrease in payroll and temporary services in
relation to the decrease in sales. In addition, rent has decreased due to the
sale/leaseback of the building. 


Interest Expense. Interest expense for the year ended December 31, 2001 decreased $54,300 to
$110,400 from $164,700 for the year ended December 31, 2000.
The decrease in interest expense is due to debt
restructuring in 2001 and the decrease in the prime rate from 9.5% at December
31, 2000 to 4.75% at December 31, 2001.


Provision for Income Taxes. The provision for income taxes increased $2,200 to $28,800 for the year ended
December, 2001 from $26,600 for the year ended December 31, 2000. 



Net Income. Net income for the year ended December 31, 2001 increased $352,100 or (1,048)%
as compared to the year ended December 31, 2000, due to the factors discussed
above.


Capital Resources and Liquidity

Year Ended December 31, 2001 Compared with Year
Ended December 30, 2000

Capital Resources. Cash flow from operations was $402,300 and $183,400 for the years ended December
31, 2001 and 2000, respectively. The increase is mainly due to increased net
income for the year ended December 31, 2001 and an increase in accounts payable
and line of credit. This was offset mainly by an increase in accounts receivable
and a decrease to other assets.

Cash used in investing
activities was $107,000 and $85,500 for the years ended December 31, 2001 and
2000, respectively. The cash was used for purchases of property and equipment
and intangible assets in the years ended December 31, 2001 and 2000.

Cash used in financing
activities was $345,800 and $34,800 for the years ended December 31, 2001 and
2000, respectively. The increase is due to repayments of debts and notes
payable-officers.


Liquidity. Ideal has an available line of credit with a maximum amount of $100,000 (of
which $97,200 was outstanding at December 31, 2001). The line bears interest at
a rate of 1% above the prime rate. It is secured by a substantial portion of
certain assets of Ideal and the personal guarantee of certain stockholders.

Ideal had an additional line of
credit with a maximum amount of $157,000 (of which $150,900 was outstanding at
December 31, 2001). This line bears interest at a rate of 2.5% above the prime
rate. It is secured by a substantially all the assets of the Ideal and the
personal guarantees of certain stockholders.

Ideal had an additional line of
credit with a maximum amount of $94,000 (of which $25,100 was outstanding at
December 31, 2001). This line bears interest at a rate of 2% above the prime
rate. It is secured by a substantially all the assets of the Ideal and the
personal guarantees of certain stockholders.

Ideal had an additional line of
credit with a maximum amount of $50,000 (of which $44,100 was outstanding at
December 31, 2001), which was converted to a term loan in November 2001. This
loan bears interest at a rate of 2% above the prime rate. It is secured by a
substantial portion of certain assets of Ideal and the personal guarantee of
certain stockholders.

In November 2001, Ideal repaid
the note payable under the forbearance agreement with the bank with the proceeds
of a loan with another bank.

Each of Ideal's subsidiaries has
sufficient operating profits to meet their financial operating needs plus
additional lines of credit are available through the Canadian subsidiaries. (See
the following section on Acquisitions of Canadian Companies.)


Inflation. Ideal does not believe its operations have been materially affected by
inflation. Inflation is not expected to have a material future effect in the
near term.

Acquisitions of Canadian
Companies. On December 13, 2001, Ideal
and Ideal Accents Holdings Inc. acquired 100% of the outstanding shares of Somani Holdings Inc. and AutoFun Canada Inc., both Ontario corporations. The
shares of these companies were exchanged for shares of Ideal and Ideal Accents
Holdings Inc. Proforma financial statements of Somani Holdings Inc. and AutoFun Canada Inc. have been included in Note J to the financial statements.

Proforma combined sales for the
year ended December 31, 2001 was approximately $9,316,400 compared to
$10,072,000 for the year ended December 31, 2000.

Cost of Goods Sold, after giving proforma effect to the acquisitions was approximately $7,025,400 for the year
ended December 31, 2001 or 75.4% of sales compared to $7,433,000 or 73.8% for
the year ended December 31, 2000.

Proforma general and
administrative expenses for the year ended December 31, 2001 was approximately
$1,911,600 or 20.5% of sales compared to $2,398,200 or 23.8% of sales for the
year ended December 31, 2000.

Net income on a combined proforma basis was approximately $2,800 for the year ended December 31, 2001
compared to a net loss of approximately $(251,300) for the year ended December
31, 2000.

During the 4th quarter 2001, AutoFun Canada Inc. raised approximately $500,000 U.S.


Recent Accounting Pronouncements.  During June 2001, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No.
142, "Accounting for Goodwill and Other Intangibles", which specifies that goodwill and
some intangible assets will no longer be amortized, but instead will be subject to periodic
impairment testing.  This pronouncement is effective for the Company beginning January 1, 2002.
The Company is in the process of evaluating the financial statement impact of the adoption of SFAS No.
142.  Management does not anticipate that the adoption of SFAS No. 142 will have any material impact
on the financial statements but may impact the financial statements for later quarters for the effects
of future business acquisitions.


In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets",
which is effective for the Company on January 1, 2002. This Statement supercedes FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets to
be Disposed Of", and other related guidance. The Company is in the process of
evaluating the financial statement impact of the adoption of SFAS No. 144, but
it is not expected to have any material impact on the financial statements.


Quantitative and Qualitative
Disclosures of Market Risk. Ideal is
exposed to financial market risk resulting from changes in interest rates. As a
policy, Ideal does not engage in speculative or leveraging transactions, nor
hold or issue financial instruments for trading purposes.

The nature and amount of Ideal's
short-term and long-term debt can be expected to vary as a result of future
business requirements, market conditions and other factors. As of December 31,
2001, all of Ideal's debt was fixed rate except for the lines of credit, which
the interest rate varies at 1% to 2.5% above the bank's prime rate. Ideal's
long-term debt includes $712,533 of capital lease obligations, and additional
term and installment obligations of $247,252. While fluctuations in interest
rates may affect the fair value of this debt, interest expense will not be
affected due to the fixed interest rate of the notes and capital lease
obligations.


DESCRIPTION OF PROPERTY

We currently have the following
facilities, which we use in the operation of our business. Our executive offices
are located in Ferndale, Michigan.


    
Name
    

    
Ideal Accents, Inc. (Ferndale)
    

    
T.O.E., Inc.
    

    
Ideal Accents, Inc. (Taylor)
    

    
Ideal Accents, Inc. (Ann Arbor)
    

    
Somani Holdings Inc.
  
  

    

    Address
    
10200 W. Eight Mile Rd.  Ferndale, MI 48220
    
240
    Park St.  Troy, MI  48084
    
15423 Oakwood,  Romulus, MI 48174
    
15423 Oakwood, Romulus, MI 48174
    
595 Middlefield Rd. Units 11 & 12 Scarborough, ON, Canada M1V 3S2
  
  

    
 
    
$7,525/month (net)
    
$4,000/month (gross)
    
$2,104/month (gross)
    
$2,104/month (gross)
    
$2,881/month (gross)
  
  

    

    Possession
    
15
    Year  lease purchase 
    
5
    Year lease with a 5 Yr option  to renew
    
3
    Year lease with a 3 Yr option  to renew
    
Shares
    the building with Ideal Accents, Inc. (Taylor)
    
3
    Year lease with option  to renew
  
  

    
Total
    sq ft
    
28,000
    sq. ft
    
8,500 sq.
    ft
    
8,000 sq.
    ft
    
8,000 sq.
    ft
    
6,255 sq.
    ft
  
  

    
Office
    Area
    
10,000
    sq. ft
    
3,500 sq.
    ft
    
3,000 sq.
    ft
    
3,000 sq.
    ft
    
800 sq.
    ft
  
  

    

    Installation Area
    
18,000
    sq. ft
    
5,000 sq.
    ft
    
5,000 sq.
    ft
    
5,000 sq.
    ft
    
5,455 sq.
    ft
  
  

    

    Installation Bays
    
20
    
8
    
8
    
8
    
11
  
  

    
Total
    Employees
    
51
    
19
    
10
    
6
    
11
  
  

    

    Equipment & Tools
    
Air
    chisel gun, Electric shears, air compressor, assorted hand tools
    
Air
    chisel gun, Electric shears, air compressor, assorted hand tools
    
Air
    chisel gun, Electric shears, air compressor, assorted hand tools
    
Air
    chisel gun, Electric shears, air compressor, assorted hand tools
    
Air
    chisel gun, Electric shears, air compressor, assorted hand tools
  
  

    

    Condition of Exterior
    
Good
    
Good
    
Good
    
Good
    
Good
  
  

    

    Condition of Interior
    
Good
    
Good
    
Good
    
Good
    
Good
  
  

    

    Insurance
    
Adequate
    
Adequate
    
Adequate
    
Adequate
    
Adequate
  


Ideal has successfully
maintained liquidity from its operating profits and relies on its line of credit
for volume buying opportunities and receivable financing.

CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

Ideal's former Officer and
Director Paul Hines has provided certain administrative services to Ideal since
its inception to his resignation on December 13, 2001. The new Officers and
Directors installed on December 13, 2001 each received a substantial stock
position in Ideal as a result of the exchange of their share in the six (6)
companies acquired for the shares of Ideal and its subsidiary Ideal Accents
Holdings Inc. Joseph O'Connor received 4,749,481 shares of Common Stock, Ayaz Somani received directly and indirectly 2,281,200 Exchangeable Shares and Karim Suleman received 2,031,250 Exchangeable Shares. T.O.E.S. Limited Partnership
leases facilities to T.O.E., Inc. and is controlled 42% by Joseph O'Connor,
Chairman and CEO of Ideal, 42% by James Erickson, Vice President of T.O.E.,
Inc., and 16% Thomas Sullivan, Secretary/Treasurer of T.O.E., Inc. T.O.E., Inc.
is a wholly owned subsidiary of Ideal.


SUBSEQUENT EVENT

On February 20, 2002 Ideal
entered into a Non-Binding Letter of Intent to acquire $200,000 of assets from
Auto Conversions, Inc. by assuming $200,000 of their liabilities. As part of the
same transaction Ideal proposes to acquire a loan payable to Mike Patton, the
principal shareholder of Auto Conversions, Inc. of approximately $180,000 for
$20,000 and 100,000 shares of Common Stock at closing and two (2) further
payments, $15,000 sixty (60) days after closing and $15,000 one hundred and
twenty (120) days after closing. 


MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

Market Information. Our
Common Stock is not traded on any exchange. We plan to eventually seek listing
on the NASDAQ OTC:BB, once our registration statement has become effective, if
ever. We cannot guarantee that we will obtain a listing. There is no trading
activity in our securities, and there can be no assurance that a regular trading
market for our Common Stock will ever be developed. At the date hereof there are
no options or warrants to acquire any securities outstanding. Ideal is
registering 4,487,755 outstanding shares of Common Stock.


Penny Stock Considerations. Broker-dealer practices in connection with transactions in penny stocks are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than US$ 5.00. Penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. Our shares may someday be subject to such penny stock rules
and our shareholders will, in all likelihood, find it difficult to sell their
securities. 

Shareholders. As of the date hereof, there were approximately 599 holders of record of our
Common Stock and Exchangeable Shares. 

Dividends. We have not declared any cash dividends on our Common Stock since our inception
and do not anticipate paying such dividends in the foreseeable future. We plan
to retain any future earnings for use in the expansion of our business. Any
decisions as to future payment of dividends will depend on our earnings,
financial position, and such other factors, as the Board of Directors deems
relevant. 


EXECUTIVE COMPENSATION

The following summary
compensation table sets forth the cash compensation earned for the fiscal years
ended December 31, 2001, by Ideal's highest compensated executive
officers who were serving as executive officers at the end of 2001 and the
compensation proposal to be paid in 2002.


    

    NAME & PRINCIPAL POSITION 
    

    YEAR 
    

    SALARY 
    

    COMMISSION 
  
  

    
Joseph P.
    O'Connor
    
2002
    
$150,000
    
 
  
  

    
Chairman
    & CEO
    
2001
    
$225,000
    
 
  
  

    
 
    
2000
    
$225,000
    
 
  
  
  

    
Ayaz M. Somani
    
2002
    
$125,000
    
 
  
  

    
President
    
2001
    
$108,000 CDN (1)
    
 
  
  

    
 
    
2000
    
$ 99,800 CDN (1)
    
 
  
  
  

    
Karim Suleman
    
2002
    
$125,000
    
 
  
  

    
Exec.
    Vice President, Secretary & Treasurer
    
2001
    
$ 84,100 CDN (1)
    
 
  
  

    
 
    
2000
    
$ 72,000 CDN (1)
    
 
  
  
  

    
Thomas
    Sullivan
    
2002
    
$ 66,400
    
(2)
  
  

    
VP of One
    (1) Subsidiary
    
2001
    
$ 66,400
    
$19,613
  
  

    
Secretary
    & Treasurer of One (1) Subsidiary
    
2000
    
$ 66,400
    
$22,936
  
  
  

    
George Walch
    
2002
    
$ 72,000
    
(2)
  
  

    
Secretary & Treasurer of One (1) Subsidiary 
    
2001 
    
$  72,000 
    
$18,167 
  
  

    
 
    
2000
    
$ 72,000
    
$10,860
  




Note (1): These amounts are in
Canadian dollars. The US equivalents for 2001 are approximately $68,040 and
$52,983 respectively, and for 2002 are $62,874 and $45,360 respectively.

Note (2): It is anticipated
their commissions will be approximately the same in 2002 as in 2001.

As of the date hereof there have
been no stock options issued pursuant to the 2001 Stock Option Plan and no
warrants or other rights to acquire securities outstanding.


Changes In Control. There are currently no arrangements, which would result in a change in our
control.

We have entered into no
employment agreements with our employees or officers. We have no standard
arrangements under which we will compensate our directors for their services
provided to us. 


LEGAL MATTERS

Certain legal matters with respect to the validity of the issuance of the shares of Common Stock offered by this prospectus will be passed upon by Andreas M. Kelly, P.A.

FINANCIAL STATEMENTS



IDEAL ACCENTS, INC. AND SUBSIDIARIES
(A FLORIDA
    CORPORATION)
Miami, Florida





CONSOLIDATED FINANCIAL REPORTS
AT
DECEMBER 31, 2001




IDEAL ACCENTS,
    INC. AND SUBSIDIARIES
(A FLORIDA CORPORATION)
Miami, Florida
TABLE OF CONTENTS 

    
Independent Auditors' Report 
F1
Consolidated Balance Sheets at December 31, 2001 and 2000 
F2
Consolidated Statements of Changes in Stockholders' Equity (Deficit)         for the Years Ended December 31, 2001 and 2000 
F3
Consolidated Statements of Operations for the Years Ended         December 31, 2001 and 2000 
F4
Consolidated Statements of Cash Flows for the Years Ended         December 31, 2001 and 2000 
F5
---------------------------------------------
Notes to Consolidated Financial Statements 
F6-F17
Independent Auditor's Report on Consolidated Supplementary Information 
Fi
Consolidated Supplemental Schedules of Cost of Goods Sold and General         and Administrative Expenses for the Years Ended December 31,         2001 and 2000 
Fii
INDEPENDENT AUDITORS' REPORT

Ideal Accents, Inc. and Subsidiaries
(A Florida Corporation)
Miami, Florida



        We have audited the accompanying consolidated balance sheets
of Ideal Accents, Inc. and Subsidiaries as of December 31, 2001 and 2000, and
the related statements of changes in stockholders' equity (deficit), operations,
and cash flows for the years then ended. These consolidated financial statements
are the responsibility of the company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.



        We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards require that
we plan and perform the 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 consolidated 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 consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Ideal Accents, Inc. and subsidiaries as of December 31, 2001 and
2000, and the results of its operations and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.




/s/ Rotenberg & Co., LLP

Rotenberg & Co., LLP
Rochester, New York
January 28, 2002

IDEAL ACCENTS INC. AND SUBSIDIARIES
(A FLORIDA CORPORATION)
Miami, Florida
CONSOLIDATED BALANCE SHEETS

    
December 31,
    

    
2001
    
2000
  
  

    
ASSETS
    

    
    

  
  

    
Current Assets
    

    
    

  
  

    
Cash and Cash Equivalents
    

    
$ 20,483
    
    
$ 71,013  
  
  

    
Accounts Receivable - Trade
    

    
508,488
    
    
380,602  
  
  

    
Inventory
    

    
468,322
    
    
386,777  
  
  

    
Prepaid Expenses and Other Current
    Assets
    

    
53,853
    
    
37,391  
  
  
  

    
Total Current Assets
    

    
1,051,146
    
    
875,783  
  
  

    
Property and Equipment - Net of
    Accumulated Depreciation
    

    
714,177
    
    
762,601  
  
  

    
Intangible Assets- Net of
    Accumulated Amortization
    

    
87,055
    
    
-- 
  
  

    
Other Assets
    

    
    

  
  

    
Other Assets
    

    
277,448
    
    
59,369  
  
  

    
Total Assets
    

    
$ 2,129,826
    
    
$ 1,697,753  
  
  

    
LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIT)
    
    

  
  

    
Current Liabilities
    

    
    

  
  

    
Lines of Credit
    

    
$ 273,249
    
    
$ 92,313  
  
  

    
Notes Payable - Current
    

    
198,792
    
    
190,062  
  
  

    
Accounts Payable
    

    
975,515
    
    
1,027,432  
  
  

    
Accrued Liabilities
    

    
92,729
    
    
13,027  
  
  

    
Total Current Liabilities
    

    
1,540,285
    
    
1,322,834  
  
  

    
Notes Payable - Noncurrent
    

    
760,993
    
    
865,140  
  
  

    
Accounts Payable - Noncurrent
    

    
250,593
    
    
-- 
  
  

    
Notes Payable - Officers - Noncurrent
    

    
146,160
    
    
349,179  
  
  

    
Total Liabilities
    

    
2,698,031
    
    
2,537,153  
  
  

    
Stockholders' Equity (Deficit)
    

    
    

  
  

    
Common Stock 
    

    
15,219
    
    
9,838  
  
  

    
Additional Paid-In Capital
    

    
54,243
    
    
54,243  
  
  

    
Retained Earnings
    

    
(636,667)
    
    
(902,481)
  
  

    

    

    
(567,205)
    
    
(838,400)
  
  

    
Less: Treasury Stock, at Cost
    

    
1,000
    
    
1,000 
  
  

    
Total Stockholders' Equity
    (Deficit)
    

    
(568,205)
    
    
(839,400)
  
  

    
Total Liabilities and Stockholders'
    Equity (Deficit)
    

    
$ 2,129,826
    
    
$ 1,697,753  
  



IDEAL ACCENTS INC. AND SUBSIDIARIES
(A FLORIDA CORPORATION)
Miami, Florida
CONSOLIDATED STATEMENTS OF CHANGES
    IN STOCKHOLDERS' EQUITY (DEFICIT)

    

    
    
Number of Shares
    
    
Common  Stock
    
    
Additional Paid-In Capital
    
    
Retained Earnings (Deficit)
    
    
Treasury Stock
    
    
Total  Stockholders' Equity
  
  
  

    
Balance - January 1, 2000, After 
    
    

    
    

    
    

    
    

    
    

    
    

  
  

    
Effect of Merger and Stock Split
    
    

    
9,837,755
    
    

    
$ 9,838
    
    

    
$ 54,243
    
    

    
$ (847,922)
    
    

    
$ (1,000)
    
    

    
$ (784,841)
  
  
  
  

    
Stockholders' Distribution
    
    
--
    
    
--
    
    
--
    
    
(21,000)
    
    
-- 
    
    
(21,000)
  
  
  

    
Net Income (Loss)
    
    
--
    
    
--
    
    
--
    
    
(33,559)
    
    
-- 
    
    
(33,559)
  
  
  

    
Balance - December 31, 2000
    
    

    
9,837,755
    
    

    
9,838
    
    

    
54,243
    
    

    
(902,481)
    
    

    
(1,000)
    
    

    
(839,400)
  
  
  

    
Issuance of Common Stock In Connection
    with
    

    
    

    
    

    
    

    
    

    
    

  
  

    
    Acquisition of Canadian Companies
    
    
5,381,458
    
    
5,381
    
    
--
    
    
-- 
    
    
-- 
    
    
5,381 
  
  
  

    
Stockholders' Distribution
    
    
--
    
    
--
    
    
--
    
    
(52,716)
    
    
-- 
    
    
(52,716)
  
  
  

    
Net Income
    
    
--
    
    
--
    
    
--
    
    
318,530 
    
    
-- 
    
    
318,530 
  
  
  

    
Balance - December 30, 2001
    
    

    
15,219,213
    
    

    
$ 15,219
    
    

    
$ 54,243
    
    

    
$ (636,667)
    
    

    
$ (1,000)
    
    

    
$ (568,205)
  


IDEAL ACCENTS INC. AND SUBSIDIARIES
(A FLORIDA CORPORATION)
Miami, Florida
CONSOLIDATED STATEMENTS OF
    OPERATIONS 

    
For the Years Ended December 31, 
    

    
2001 
    
2000 
  
  

    
Sales
    

    
$ 8,364,917 
    
    
$ 8,928,050 
  
  
  

    
Cost of Goods Sold
    

    
    

  
  

    
Materials
    

    
3,616,176 
    
    
3,854,821 
  
  

    
Labor and Overhead
    

    
2,529,922 
    
    
2,735,418 
  
  
  

    
Total Cost of Goods Sold
    

    
6,146,098 
    
    
6,590,239 
  
  
  

    
Gross Profit
    

    
2,218,819 
    
    
2,337,811 
  
  
  

    
Operating Expenses
    

    
    

  
  

    
Advertising and Promotion
    

    
46,682 
    
    
66,454 
  
  

    
General and Administrative
    

    
1,645,963 
    
    
2,018,590 
  
  
  

    
Total Operating Expenses
    

    
1,692,645 
    
    
$ 2,085,044 
  
  
  

    
Net Income from Operations Before 
    

    
    

  
  

    
Depreciation, Interest and Taxes
    

    
526,174 
    
    
252,767 
  
  
  

    
Depreciation Expense
    

    
68,417 
    
    
95,056 
  
  
  

    
Net Income Before Interest and
    Taxes
    

    
457,757 
    
    
157,711 
  
  
  

    
Interest Expense
    

    
110,395 
    
    
164,654 
  
  
  

    
Net Income (Loss) Before Taxes
    

    
347,362 
    
    
(6,943)
  
  
  

    
Provision for Taxes
    

    
28,832 
    
    
26,616 
  
  
  

    
Net Income (Loss)
    

    
$ 318,530 
    
    
$ (33,559)
  
  
  

    
Weighted Average Number of Common
    Shares
    

    
    

  
  

    
Outstanding - Basic and Diluted
    

    
10,117,886 
    
    
9,837,755
  
  
  

    
Income (Loss) Per Common Share -
    

    
    

  
  

    
Basic and Diluted
    

    
$ 0.03 
    
    
$ (0.00)
  


IDEAL ACCENTS INC. AND SUBSIDIARIES
(A FLORIDA CORPORATION)
Miami, Florida
CONSOLIDATED STATEMENTS OF CASH
    FLOWS

    
December 31, 
    

    
2001 
    
2000 
  
  
  

    
Cash Flows from Operating
    Activities
    

    

  
  

    
Net Income (Loss) for the Period
    

    
$ 318,530 
    
$ (33,559)
  
  
  

    
Non-Cash Adjustments:
    

    

  
  

    
Depreciation
    

    
68,417 
    
95,056 
  
  
  

    
Changes in Assets and Liabilities
    

    

  
  

    
Accounts Receivable
    

    
(127,886)
    
174,263 
  
  

    
Inventory
    

    
(81,545)
    
16,409 
  
  

    
Prepaid Expenses and Other Current
    Assets
    

    
(16,462)
    
8,448 
  
  

    
Other Assets
    

    
(218,079)
    
(2,132)
  
  

    
Line of Credit
    

    
180,936 
    
92,313 
  
  

    
Accounts Payable
    

    
198,676 
    
(157,551)
  
  

    
Accrued Liabilities
    

    
79,702 
    
(9,838)
  
  
  

    
Net Cash Flows from Operating
    Activities
    

    
402,289 
    
183,409 
  
  
  

    
Cash Flows from Investing
    Activities
    

    

  
  

    
Purchase of Property and Equipment
    

    
(19,993)
    
(85,516)
  
  

    
Purchase of Intangible Assets
    

    
(87,055)
    
-- 
  
  
  

    

    Net Cash Flows from Investing
    Activities
    

    
    
(107,048)
    


    
(85,516)
  
  
  

    
Cash Flows from Financing
    Activities
    

    

  
  

    
Issuance of Common Stock
    

    
5,381 
    
-- 
  
  

    
Stockholder Distributions
    

    
(52,716)
    
(21,000)
  
  

    
Net Proceeds (Repayment) of Debt 
    

    
(95,417)
    
(122,008)
  
  

    
Net Proceeds (Repayment) from Notes
    Payable - Officers
    

    
(203,019)
    
108,256 
  
  
  

    
Net Cash Flows from Financing
    Activities
    

    
(345,771)
    
(34,752)
  
  
  

    
Net (Decrease) Increase in Cash and
    Cash Equivalents
    

    
(50,530)
    
63,141 
  
  
  

    
Cash and Cash Equivalents - Beginning
    of Year
    

    
71,013 
    
7,872 
  
  
  

    
Cash and Cash Equivalents - End of
    Year
    

    
$ 20,483 
    
$ 71,013 
  
  
  

    
SUPPLEMENTAL DISCLOSURE OF CASH
    PAID FOR INTEREST AND TAXES
    
  
  

    
Interest
    

    
$ 102,158 
    
$ 145,121 
  
  

    
Taxes
    

    
$ 18,991 
    
$ 35,885 
  


  

    
  


IDEAL ACCENTS, INC. AND SUBSIDIARIES
(A FLORIDA CORPORATION)
Miami, Florida

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 



      
Note A - Share Exchange Agreement and Corporate
      Reorganization
      
      
Ideal Accents, Inc. (Ideal) was incorporated under the
      laws of the state of Florida on January 21, 1999 as Interactive
      Technologies, Inc. On February 17, 1999, the Board of Directors filed a
      certificate of amendment with the state of Florida changing its name to
      Fairhaven Technologies, Inc. On December 11, 2001, the name was changed to
      Ideal Accents, Inc. The Company was formed for the purpose of acquiring an
      operating company. The Company was initially authorized to issue
      50,000,000 shares of common stock having a par value of $.001. Common
      shares totaling 17,950,000 were issued in exchange for expenses paid by
      shareholders on behalf of the Company. In December 2001, prior to the
      merger discussed below, the Company effected a 1 for 4 reverse stock split
      leaving 4,487,755 common shares outstanding.

      
On December 13, 2001, Ideal acquired all of the
      outstanding shares pursuant to a Share Exchange Agreement and Corporate
      Reorganization (Merger), of Ideal Accents, Inc. (Ann Arbor) a Michigan
      corporation, Ideal Accents, Inc. (Taylor) a Michigan corporation, TOE Inc.
      a Michigan corporation, Ideal Accents, Inc. (Ferndale) has a wholly owned
      subsidiary, JTM Inc. d/b/a Motor City Sunroof, a Michigan corporation.
      Ideal had no operating activities prior to the Merger. The Merger has been
      accounted for as a Recapitalization of the Company. Accordingly, the
      historical operations of the consolidated Michigan companies are presented
      in the accompanying financial statements as the historical operations of
      Ideal for all periods presented.
      
In a
      separate, but simultaneous transaction on December 13, 2001, Ideal
      acquired 100% of the outstanding shares of Somani Holdings, Inc. and AutoFun Canada, Inc., both Ontario corporations. Somani Holdings, Inc. AKA
      Automotive Sunroof Co. supplies and installs auto accessories primarily in
      Toronto, Ontario, Canada. AutoFun Canada, Inc. provides consulting and
      administrative services to Auto Accessory Business, also concentrating
      primarily in Toronto Ontario, Canada.

      
On December 10, 2001 Ideal incorporated Ideal Accents (Nova Scotia) Company, a Nova Scotia corporation and on December 11, 2001 incorporated Ideal Accents Holding, Inc., an Ontario corporation. These two wholly owned subsidiaries were incorporated to accommodate certain tax considerations related to the acquisition of shares from the Canadian shareholders of the two Canadian companies on December 13, 2001.
      
      
The
      acquisitions of the Ontario companies have been accounted for under the
      purchase method of accounting in accordance with the provisions of
      Statement of Financial Accounting Standards (SFAS) No. 141. Pro forma
      financial statement disclosures are included in Note J.

      
      
Nature of Operations
      
      
The Company sells and installs automobile sunroofs and
      customized accessories primarily for automobile dealers in southeastern
      Michigan and Ontario, Canada.
    
      
Note B - Summary of Significant Accounting Policies
      
      

      Consolidated Financial Statements


      

      The consolidated financial
      statements include the accounts of Ideal Accents, Inc. and its majority
      owned subsidiaries. The Companies consolidated in the accompanying
      financial statements are as follows:

      


      
Company 
      
2001 Revenues
Ideal Accents, Inc. - Ferndale
      
Ideal Accents, Inc. - Ann Arbor 
      
Ideal Accents, Inc. - Taylor 
      
T.O.E., Inc. 
      
Motor City Sunroof 
      
Somani Holdings 
      
Autofun Canada 
      
$ 4,538,488 789,127 1,003,570 1,927,798 45,387 60,547              --- $8,364,917 
      
All significant intercompany balances and transactions
      have been eliminated in the consolidation.

      
Method
      of Accounting


      

      The Company maintains its books and
      prepares its financial statements on the accrual basis of accounting. The
      company records revenue when the services have been rendered and the
      product has been delivered.
      
      
Concentrations of Credit Risk

      
Financial
      instruments that potentially expose the Company to significant
      concentrations of credit risk consist principally of bank deposits. Cash
      is placed primarily in high quality short-term interest bearing financial
      instruments and may periodically exceed federally insured amounts.

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

      
      
Cash and Cash Equivalents
      
      
Cash and cash equivalents include time deposits,
      certificates of deposit, and all highly liquid debt instruments with
      original maturities of three months or less.

      
Bad Debts/Doubtful Accounts

      
      
The company has elected not to establish an allowance
      for bad debts based on historical experience and management's evaluation
      that all accounts receivable are collectible.

      
    
      

      Inventory


      

      Inventory consists of automobile
      sunroof kits and customizing accessories and is stated at the lower of
      cost (primarily first-in, first-out) or market.

      

      Advertising Expenses


      

      Advertising expenses are charged
      against operations during the period incurred, except for direct-response
      advertising costs, which are capitalized and amortized over periods not
      exceeding one year. Advertising expenses charged against operations were
      $46,682 and $66,454 for the year ended December 31, 2001 and 2000,
      respectively. The Company did not incur any direct-response advertising
      costs during 2001 and 2000.

      

      Property, Equipment and Depreciation


      

      Property and equipment are presented
      at original cost, less accumulated depreciation. Depreciation is computed
      on various methods at annual rates based upon estimated useful lives as
      follows:

      
Vehicles 
    
5 Years
    
Equipment, Furniture and Fixtures 
    
5 - 10 Years
    
Leasehold Improvements 

    
5 - 39 Years

    
The cost of significant improvements to property and
      equipment are capitalized. Maintenance and repairs are expensed as
      incurred. Upon sale or retirement of property and equipment, the cost and
      related depreciation are eliminated from the accounts and any resulting
      gain or loss is credited or charged to income.
      
  
    
      
      
    
  


Income Taxes



      The Companies had elected to be
      treated as "S Corporations" for Federal income tax purposes and, as such,
      income taxes are paid directly by the individual shareholders on their
      individual income tax returns. The Companies were however subject to state
      income tax. The Company will be subject to Federal and State income taxes
      effective with the Plan of Reorganization and Merger on December 13, 2001.
      

      Impairment of Assets

      
In accordance
      with Statement of Financial Accounting Standards No. 121, "Accounting for
      the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
      Of," the Company assesses all long-lived assets for impairment at least
      annually or whenever events or circumstances indicate that the carrying
      amount may not be recoverable 


      
Financial Instruments
      
      
The Company's financial instruments consist of cash,
      long-term investments, and accounts payable. Unless otherwise noted, it is
      management's opinion that the Company is not exposed to significant
      interest, currency or credit risks arising from these financial
      instruments. The fair value of these financial instruments approximates
      their carrying value, unless otherwise noted.
      
      
      
      
Earnings per Share



      
Earnings per share of common stock are computed in
      accordance with SFAS No, 128, "Earnings per Share". Basic earnings per
      share are computed by dividing income or loss available to common
      shareholders by the weighted-average number of common shares outstanding
      for each period. Diluted earnings per share are calculated by adjusting
      the weighted average number of shares outstanding assuming conversion of
      all potentially dilutive stock options, warrants and convertible
      securities. Diluted earnings per common share is the same as basic
      earnings per common share for all of the periods presented.
    

Recent Accounting
Pronouncements




      
During June 2001, the Financial Accounting Standards
      Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No.
      142, "Accounting for Goodwill and Other Intangibles", which specifies that
      goodwill and some intangible assets will no longer be amortized, but
      instead will be subject to periodic impairment testing. This pronouncement
      is effective for the Company beginning January 1, 2002. The Company is in
      the process of evaluating the financial statement impact of the adoption
      of SFAS No. 142. Management does not anticipate that the adoption of SFAS No. 142 will have any material impact on the financial statements but may
      impact the financial statements for later quarters for the effects of
      future business acquisitions.

      
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is
      effective for the Company on January 1, 2002. This Statement supercedes FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets
      to be Disposed Of", and other related guidance. The Company is in the
      process of evaluating the financial statement impact of the adoption of SFAS No. 144, but it is not expected to have any material impact on the
      financial statements.

      
Quantitative and Qualitative Disclosures of
Market Risk

      
The Company is exposed to financial market risk
      resulting from changes in interest rates. As a policy, the Company does
      not engage in speculative or leveraging transactions, nor hold or issue
      financial instruments for trading purposes.

      
The nature and amount of the Company's short-term and
      long-term debt can be expected to vary as a result of future business
      requirements, market conditions and other factors. As of December 31,
      2001, all of the Company's debt was fixed rate except for the line of
      credit, which the interest rate varies at 1% to 2.5% above the bank's
      prime rate. The Company's long-term debt includes $712,533 of capital
      lease obligations, and additional term and installment obligations of
      $247,252. While fluctuations in interest rates may affect the fair value
      of this debt, interest expense will not be affected due to the fixed
      interest rate of the notes and capital lease obligations.

      
Note C - Property and Equipment
      
Property and equipment consisted of the following:

      

    
December 31,
    

    
2001
    
2000
  
  

    
Building (See Note E)
      
    

    
$ 715,697
    
$ 715,697
  
  

    
Land
      
    

    
50,000
    
50,000
  
  

    
Vehicles
      
    

    
309,051
    
304,809
  
  

    
Equipment
      
    

    
205,296
    
165,689
  
  

    
Office Equipment
      
    

    
187,282
    
162,364
  
  

    
Leasehold Improvements
      
    

    
68,172
    
21,156
  
  

    
 
    

    
$ 1,535,498
    
$ 1,419,715
  
  

    
Less: Accumulated Depreciation
      
    

      
821,321
    
    
657,114
  
  

    
Net Property and Equipment
    

    
$ 714,177
    
$ 762,601
  





Depreciation expense for the year ended December 31,
      2001 and 2000 was $68,417 and $95,056, respectively.
      
      
Note D - Lines of Credit

      
T.O.E., Inc.
      has available a line of credit with a Citizens Bank with a maximum of
      $100,000. The line of credit bears interest at 1% above the prime rate
      (5.75% at December 31, 2001). The line of credit is collateralized by a
      substantial portion of certain assets of the Company and bears the
      personal guarantees of the stockholders. The amounts outstanding on the
      line of credit at December 31, 2001 and 2000 were $97,213 and $92,313,
      respectively.
      
      
Somani Holdings, Inc. has available a line of credit with The Royal Bank of
      Canada with a maximum of $250,000 CDN (approximately $157,000 U.S. at
      December 31, 2001). The line of credit bears interest at 2.5% above the
      prime rate (7.25% at December 31, 2001). The line of credit is
      collateralized by a substantially all the assets of the Company and bears
      the personal guarantees of certain stockholders. The amounts outstanding
      on the line of credit at December 31, 2001 was $150,888 U.S.
      
AutoFun Canada, Inc. has available a line of credit
      with The Royal Bank of Canada with a maximum of $150,000 CDN (approximately $94,000 U.S. at December 31, 2001). The line of credit
      bears interest at 2% above the prime rate (6.75% at December 31, 2001).
      The line of credit is collateralized by a substantially all the assets of
      the Company and bears the personal guaranty of one of the stockholders.
      The amounts outstanding on the line of credit at December 31, 2001 was
      $25,148 U.S.

      
Note E - Notes Payable
      

      
Notes payable consisted of the following:

      
  
    
      
    
  




    
December 31,
      
    

        
        
2001
    
    

      
2000
    
  
  
  

    
Ideal Accents - Taylor had available a line of credit
    with Charter Bank with a maximum of $50,000. The line of credit bore
    interest at 2% above the prime rate. The line of credit was collateralized
    by a substantial portion of certain assets of the Company and bears the
    personal guarantees of the stockholders. In November 2001, the line of
    credit was converted to a term loan with the same bank. The term loan is for
    a 3-year term with interest at 2% above the bank's prime rate (6.75% at
    December 31, 2001) and monthly principal and interest payments amount to
    $1,406. The loan is collateralized by a substantial portion of certain
    assets of the Company and bears the personal guarantees of the stockholders.
    

    
        
$ 44,090
      
    

    
$ 44,689
      
  
  
  

    

    
Ideal Accents - Ferndale had a term note payable with
    Michigan National Bank. The note was for a 3-year term commencing December
    1999 with monthly payments of $10,150 including interest at 9.5%. The loan
    was collateralized by a substantial portion of certain assets and bears the
    personal guarantees of the stockholders. This loan was repaid with the
    proceeds of a loan with Citizens Bank in November 2001. The new note bears
    interest at 7.75% is collateralized by a substantial portion of certain
    assets and becomes due in May 2002.
    

    
        
$ 128,000
      
    

    
$ 196,063
      
  
  
  

    

    
Somani Holdings, Inc. has a demand loan payable with The
    Royal Bank of Canada. The Loan is for a term of 1-year, 8 months commencing
    November 2001 with monthly payments of $1,310 principal plus interest at
    2.5% above the banks prime rate (approximately 7.25% at December 31, 2001).
    The loan is collateralized by substantially all of the assets of the Company
    and bears the personal guarantees of certain stockholders.
    

    
        
15,723
      
    

    
--
      
  
  
  

    

    
Somani Holdings, Inc. has a loan with the Business
    Development Bank. The loan is for a 5-year term commencing June 1997 with
    monthly payments of $534 principal plus interest at 3.5% above the banks
    base rate (approximately 8.25% at December 31, 2001). The loan is
    collateralized by substantially all of the assets of the Company and bears
    the personal guaranty of certain stockholders.
    

    
        
10,026
      
    

    
--
      
  


    
Various installment loans payable primarily for vehicles
    with monthly payments aggregating $1,996. The terms of the installment loans
    range from 3 to 5 years with interest rates ranging from 10% to 18%.
    

        
49,413
      
    
76,943
      
  
  
  

    
Sale/Leaseback arrangement for its operating facility in
    Ferndale, Michigan. Under the arrangement, the Company sold its land and
    operating facilities to East Washington partnership and leased them back
    under a 15-year lease due October 31, 2014, payable in monthly payments of
    $7,525 including imputed interest at 10.69%. The lease contains an option to
    purchase the building at anytime beginning in August 2000. The initial
    purchase price under the option is $835,000 with the price escalating
    throughout the lease term.
    

        
712,533
      
    
726,705
      
  
  
  

    
Total Notes Payable
    

        
$ 959,785
      
    
$ 1,044,400
      
  
  
  

    
Less: Amount Due Within One Year 
      
    

        
198,792
      
    
190,062
      
  
  
  

    
Amount Due After One Year
      
    

        
$ 760,993
      
    
$ 854,338
      
  





Maturities of long term debt for the five years
      succeeding December 31, 2001 are as follows:

      
  
    
      
    
  




    

    
2002
    

    
2003
        
    

    
2004
        
    

    
2005
        
    

    
2006
        
  
  

    

    
$198,792
        
    

    
$61,719
        
    

    
$ 47,128
        
    

    
$ 27,905
        
    

    
$ 38,293
        
  





Interest expense for the year ended December 31, 2001
      and 2000 was $110,395 and $164,654, respectively.
      
      
During the
      year ended December 31, 2001, the Company negotiated its trade payable due
      with a significant vendor for payment over 2 years and accordingly, a
      portion of accounts payable has been classified as long term in the
      accompanying financial statements.
      
      
Note F - Lease Commitments
      
      
The company leases all of its facilities. The Ferndale
      location was sold under a sale/leaseback transaction in 1999. The
      resulting lease has been accounted for as a capital lease. The Troy
      location is leased from an entity in which owners of Ideal Accents, Inc.
      also hold an interest. The lease requires monthly rent of $4,000. The
      Taylor location is leased from an unrelated entity for a 3-year term
      commencing February 2001, requiring monthly rentals of $4,207. The Toronto
      location is leased from an unrelated entity for a 3-year term commencing
      June 2000, requiring monthly rentals of $2,881. Rent expense for the year
      ended December 31, 2001 and 2000 was $95,795 and $97,400, respectively.

      
  
    
      
    
  




Note F - Lease Commitments - continued
      
      
The future minimum lease payments are as follows: 

      
  
    
      
    
  




    

    
2002
    

    
2003
      
    

    
2004
      
    

    
2005
      
    

    
2006
      
  
  

    

    
$ 132,427 
      
    

    
$ 115,779
      
    

    
$ 52,207
      
    

    
$ 48,000
      
    

    
$ 48,000
      
  





Note G - Related Party Transactions
      
      
Notes Payable - Officers

      
      
During 2001 and 2000, the Company received advances and
      payments from certain of its stockholder. The notes contain no formal
      repayment terms, however interest amounting to $8,237 and $19,533 at
      December 31, 2001 and 2000, respectively, has been imputed in the
      accompanying financial statements.

      
      
Note H - Common Stock

      
The capital
      structure of the Michigan and Canadian Companies prior to the Merger
      (Recapitalization) with and acquisition by Ideal Accents, Inc. (Florida)
      on December 13, 2001 was as follows:

      
Ideal Accents - (Ferndale) and its  wholly owned subsidiary JTM, Inc.  d/b/a Motor City Sunroofs 

      
 - $1 par,
                        1,000 authorized, 513.6 issued and outstanding.

      
T.O.E., Inc. - (Troy) 

                        
 - $.30 par,
                        66,667 authorized, 46,667 issued and outstanding.

                        
Ideal Accents - (Ann Arbor) 

                        
 - No par,
                        50,000 authorized, 1,000 issued and outstanding.

                        
Ideal Accents - (Taylor) 

                        
 - No par,
                        10,000 authorized, 798 issued and outstanding.

                        
Somani Holdings, Inc.  d/b/a Automotive Sunroof Co. 
                        
 - $1 par,
                        unlimited authorization, 120 issued and outstanding.
                        
AutoFun Canada, Inc. 

                        
 - No par,
                        unlimited authorization, 9,131,508 issued and
                        outstanding.

                        
Ideal issued 5,350,000 shares of its common stock
      pursuant to the Share Exchange Agreement in exchange for all of the
      outstanding shares of the Michigan companies. Under the share exchange
      agreement, Ideal issued 130,500 shares of its common stock and Ideal
      Accents Holding, Inc. issued 5,250,958 Exchangeable Shares in exchange for
      all of the outstanding shares of Somani Holdings, Inc. and AutoFun Canada,
      Inc.
    
      
Note I - Other Matters
      
      
Stock
      Option Plan


      

      In December 2001, the company
      adopted a stock option plan in which officers, directors, and employees,
      as well as external consultants and advisors may participate. The maximum
      number of shares available under the plan is 5,000,000. The terms under
      which the options are granted is determined by the board of directors. No
      options have been granted as of the date of these financial statements.

      
Subsequent Planned Acquisition

      
      
In February 2002, the company entered into a
      non-binding letter of intent to acquire certain assets and assume certain
      liabilities of a Michigan corporation engaged in the auto accessory
      business. The purchase price of the proposed acquisition is $350,000. The
      purchase price consists of $50,000 in cash, 100,000 shares of common stock
      valued at $1.00 per share, and the assumption of $200,000 in debt
      obligations.
      
      
Note J - Proforma Financial Statements
          
      
The Unedited Proforma Consolidated Statement of Operations of the Company for the years ended December 31, 2001 and 2000 (the "Proforma Statements of Operations"), and the Unedited Proforma Consolidated Balance Sheet of the Company as of December 31, 2000 (the "Proforma Balance Sheet" and, together with the Proforma Statements of Operations, the "Proforma Financial Statements"), have been prepared to
      illustrate the estimated effect of the acquisitions of Somani Holdings,
      Inc. a/k/a Automotive Sunroof Company and AutoFun Canada. The Proforma Financial Statements do not reflect any anticipated cost savings from the Somani Holdings Acquisition, and there can be no assurance that any such
      cost savings or synergies will occur. The Proforma Statements of
      Operations give proforma effect to the Somani Holdings, Inc. and AutoFun Canada Transactions as if they had occurred on January 1, 2000. The Proforma Balance Sheet gives proforma effect to the transactions as if
      they had occurred on January 1, 2000. The Proforma Financial Statements do
      not purport to be indicative of the results of operations and financial
      position of the Company that would have actually been obtained had such
      transactions been completed as of the assumed dates and for the period
      presented, or which may be obtained in the future. The proforma adjustments, if any are described in the accompanying notes and are based
      upon available information and certain assumptions that the Company
      believes are reasonable.

      
A preliminary allocation of the purchase price has been
      made to major categories of assets and liabilities in the accompanying Proforma Financial Statements based on available information. The actual
      allocation of purchase price and the resulting effect on income from
      operations may differ significantly from the proforma amounts included
      herein. These proforma adjustments represent the Company's preliminary
      determination of purchase accounting adjustments and are based on
      available information and certain assumptions that the Company believes to
      be reasonable. Consequently, the amounts reflected in the Proforma Financial Statements are subject to change, and the final amounts may
      differ substantially. The net assets and income from continuing operations
      of the businesses acquired did not equal or exceed 20% of the consolidated
      assets or consolidated income from continuing operations and accordingly,
      audited financial statements of the businesses acquired are not presented.

    
IDEAL ACCENTS, INC.
(A FLORIDA CORPORATION)
Miami, Florida

    
PROFORMA CONSOLIDATED BALANCE
    SHEETS 
(UNAUDITED)

    

    
January 1,
    

    
2000 
    
Somani  Holdings, Inc.  
    
Autofun Canada, Inc. 
    
Proforma  Adjustments 
    
Proforma 2000
  
  
  

    
ASSETS
    

    
    

    
    

    

    

    
    

  
  
  
  

    
Current Assets
    

    
    

    
    

    

    

    
    

  
  
  

    
Cash and Cash Equivalents
    

    
$ 71,013 
    
    
$ 134 
    
    
$ 94,578 
    

    
$ --
    
    
$ 165,725 
  
  
  

    
Accounts Receivable - Trade
    

    
380,602 
    
    
209,990 
    
    
20,611 
    

    
--
    
    
611,203 
  
  
  

    
Inventory
    

    
386,777 
    
    
190,234 
    
    
-- 
    

    
--
    
    
577,011 
  
  
  

    
Prepaid Expenses and Other Current
    Assets
    

    
37,391 
    
    
65,395 
    
    
30,852 
    
 
    
--
    
    
133,638 
  
  
  
  

    
Total Current Assets
    

    
875,783 
    
    
465,753 
    
    
146,041 
    

    
--
    
    
1,487,577 
  
  
  
  

    
Property and Equipment - Net of 
    

    
    

    
    

    

    

    
    

  
  
  

    
Accumulated Depreciation
    

    
762,601 
    
    
24,098 
    
    
-- 
    

    
--
    
    
786,699 
  
  
  
  

    
Intangible Assets - Net of 
    

    
    

    
    

    

    

    
    

  
  
  

    
Accumulated Amortization
    

    
-- 
    
    
37,180 
    
    
-- 
    
(A)
    
252,673
    
    
289,853 
  
  
  
  

    
Other Assets
    

    
    

    
    

    

    

    
    

  
  
  

    
Other Assets
    

    
59,369 
    
    
-- 
    
    
-- 
    
 
    
--
    
    
59,369 
  
  
  
  

    
Total Assets
    

    
$ 1,697,753 
    
    
$ 527,031 
    
    
$ 146,041 
    
 
    
$ 252,673
    
    
$ 2,623,498 
  
  
  
  

    
LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIT)
    

    
    

  
  
  
  

    
Current Liabilities
    

    
    

    
    

    

    

    
    

  
  
  

    
Line of Credit
    

    
$ 92,313 
    
    
$ 190,017 
    
    
$ --
    

    
$ --
    
    
$ 282,330 
  
  
  

    
Notes Payable - Current
    

    
190,062 
    
    
6,811 
    
    
-- 
    

    
--
    
    
196,873 
  
  
  

    
Accounts Payable
    

    
1,027,432 
    
    
263,297 
    
    
11,539 
    

    
--
    
    
1,302,268 
  
  
  

    
Accrued Liabilities
    

    
13,027 
    
    
909 
    
    
-- 
    
 
    
--
    
    
13,936 
  
  
  
  

    
Total Current Liabilities
    

    
1,322,834 
    
    
461,034 
    
    
11,539 
    

    
--
    
    
1,795,407 
  
  
  
  

    
Notes Payable - Noncurrent
    

    
865,140 
    
    
13,054 
    
    
-- 
    

    
--
    
    
878,194 
  
  
  

    
Accounts Payable - Noncurrent
    

    
-- 
    
    
-- 
    
    
-- 
    

    

    
    
-- 
  
  
  

    
Notes Payable - Officers - Noncurrent
    

    
349,179 
    
    
143,622 
    
    
296,496 
    
 
    
--
    
    
789,297 
  
  
  
  

    
Total Liabilities
    

    
2,537,153 
    
    
617,710 
    
    
308,035 
    
 
    
--
    
    
3,462,898 
  
  
  
  

    
Stockholders' Equity (Deficit)
    

    
    

    
    

    

    

    
    

  
  
  

    
Common Stock 
    

    
9,838 
    
    
67 
    
    
67 
    

    
(134)
    
    
9,838 
  
  
  

    
Additional Paid-In Capital
    

    
54,243 
    
    
-- 
    
    
-- 
    

    
--
    
    
54,243 
  
  
  

    
Retained Earnings
    

    
(902,481)
    
    
(90,746)
    
    
(162,061)
    
 
    
252,807
    
    
(902,481)
  
  
  

    

    

    
(838,400)
    
    
(90,679)
    
    
(161,994)
    

    
252,673
    
    
(838,400)
  
  
  

    
Treasury Stock, at Cost
    

    
(1,000)
    
    
-- 
    
    
-- 
    
 
    
--
    
    
(1,000)
  
  
  
  

    
Total Stockholders' Equity
    (Deficit)
    

    
(839,400)
    
    
(90,679)
    
    
(161,994)
    
 
    
252,673
    
    
(839,400)
  
  
  
  

    
Total Liabilities and Stockholders'
    Equity (Deficit)
    

    
$ 1,697,753 
    
    
$ 527,031 
    
    
$ 146,041 
    
 
    
$ 252,673
    
    
$ 2,623,498 
  
  
  
(A) Ideal Accents, Inc. acquired the assets and assumed
    the liabilities of the two companies in exchange for 5,250,958 shares of common stock. The purchase price of
    the companies has been allocated to the identifiable assets and liabilities of the companies (which approximates
    fair value). The excess has been allocated to the value of Customer Lists acquired in the acquisition.

IDEAL ACCENTS, INC.
(A FLORIDA CORPORATION)
Miami, Florida
PROFORMA CONSOLIDATED STATEMENTS OF
    OPERATIONS (UNAUDITED)



    
For the Year Ended December 31,
    

    
2001 
    
Somani  Holdings, Inc. 
    
Autofun Canada, Inc.
    
Proforma  Adjustments
    
Proforma 2001
  
  
  

    
Net Sales
    

    
$ 8,364,917 
    
    
$ 951,441 
    
    
$ -- 
    

    
$ -- 
    
$ 9,316,358 
  
  
  

    
Cost of Goods Sold
    

    
    

    
    

    

    

    

  
  

    
Materials
    

    
3,616,176 
    
    
513,652 
    
    
-- 
    

    
-- 
    
4,129,828 
  
  

    
Labor and Overhead
    

    
2,529,922 
    
    
255,694 
    
    
-- 
    
(B)
    
110,000 
    
2,895,616 
  
  
  

    
Total Cost of Goods Sold
    

    
6,146,098 
    
    
769,346 
    
    
-- 
    

    
110,000 
    
7,025,444 
  
  
  

    
Gross Profit
    

    
2,218,819 
    
    
182,095 
    
    
-- 
    
 
    
(110,000)
    
2,290,914 
  
  
  

    
Operating Expenses
    

    
    

    
    

    

    

    

  
  

    
Advertising and Promotion
    

    
46,682 
    
    
5,132 
    
    
-- 
    

    
-- 
    
51,814 
  
  

    
General and Administrative
    

    
1,645,963 
    
    
252,963 
    
    
122,648 
    
(B) 
    
(110,000)
    
1,911,574 
  
  
  

    
Total Operating Expenses
    

    
1,692,645 
    
    
258,095 
    
    
122,648 
    
 
    
(110,000)
    
1,963,388 
  
  
  

    
Net Income (Loss) from Operations
    Before
    

    
    

    
    

    

    

    

  
  

    
Depreciation, Interest and Taxes
    

    
526,174 
    
    
(76,000)
    
    
(122,648)
    
(A) 
    
-- 
    
327,526 
  
  
  

    
Depreciation Expense
    

    
68,417 
    
    
5,729 
    
    
336 
    
 
    
84,224 
    
158,706 
  
  
  

    
Net Income (Loss) Before Interest
    and Taxes
    

    
457,757 
    
    
(81,729)
    
    
(122,984)
    

    
(84,224)
    
168,820 
  
  
  

    
Interest Expense
    

    
110,395 
    
    
22,737 
    
    
4,011 
    
 
    
-- 
    
137,143 
  
  
  

    
Net Income (Loss) Before Taxes
    

    
347,362 
    
    
(104,466)
    
    
(126,995)
    

    
(84,224)
    
31,677 
  
  
  

    
Provision for Taxes
    

    
28,832 
    
    
65 
    
    
-- 
    
 
    

    
28,897 
  
  
  

    
Net Income (Loss)
    

    
$ 318,530 
    
    
$ (104,531)
    
    
$ (126,995)
    
 
    
$ (84,224)
    
$ 2,780 
  
  

  
(A) To record amortization expense on the acquisition of customer lists
acquired over the period of three years.
(B) To Eliminate intercompany management fees.

PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


    
For the Year Ended December 31,
    

    
2000
    
Somani  Holdings, Inc. 
    
Autofun Canada, Inc.
    
Proforma  Adjustments
    
Proforma 2000
  
  
  

    
Net Sales
    

    
$ 8,928,050 
    
    
$ 1,143,912 
    
    
$ -- 
    

    
$ --
    
$ 10,071,962 
  
  
  

    
Cost of Goods Sold
    

    
    

    
    

    

    

    

  
  

    
Materials
    

    
3,854,821 
    
    
506,720 
    
    
-- 
    

    
--
    
4,361,541 
  
  

    
Labor and Overhead
    

    
2,735,418 
    
    
335,992 
    
    
-- 
    
 
    
--
    
3,071,410 
  
  
  

    
Total Cost of Goods Sold
    

    
6,590,239 
    
    
842,712 
    
    
-- 
    

    
--
    
7,432,951 
  
  
  

    
Gross Profit
    

    
2,337,811 
    
    
301,200 
    
    
-- 
    
 
    
--
    
2,639,011 
  
  
  

    
Operating Expenses
    

    
    

    
    

    

    

    

  
  

    
Advertising and Promotion
    

    
66,454 
    
    
11,165 
    
    
1,462 
    

    
--
    
79,081 
  
  

    
General and Administrative
    

    
2,018,590 
    
    
278,854 
    
    
100,803 
    

    
--
    
2,398,247 
  
  
  

    
Total Operating Expenses
    

    
2,085,044 
    
    
290,019 
    
    
102,265 
    
 
    
--
    
2,477,328 
  
  
  

    
Net Income (Loss) from Operations Before
      
    
    

    
    

    

    

    

  
  

    
Depreciation, Interest and Taxes
    

    
252,767 
    
    
11,181 
    
    
$ (102,265)
    

    
--
    
161,683 
  
  
  

    
Depreciation Expense
    

    
95,056 
    
    
10,394 
    
    
207 
    
(A) 
    
84,224
    
189,881 
  
  
  

    
Net Income (Loss) Before Interest
    and Taxes
    

    
157,711 
    
    
787 
    
    
(102,472)
    

    
(84,224)
    
(28,198)
  
  
  

    
Interest Expense
    

    
164,654 
    
    
29,537 
    
    
2,179 
    
 
    
--
    
196,370 
  
  
  

    
Net Income (Loss) Before Taxes
    

    
(6,943)
    
    
(28,750)
    
    
(104,651)
    

    
(84,224)
    
(224,568)
  
  
  

    
Provision for Taxes
    

    
26,616 
    
    
97 
    
    
-- 
    
 
    

    
26,713 
  
  
  

    
Net Income (Loss) 
    

    
$ (33,559)
    
    
$ (28,847)
    
    
$ (104,651)
    
 
    
$ (84,224)
    
$ (251,281)
  
  
  

  
(A) To record amortization expense on
    the acquisition of customer lists acquired over the period of three years.

INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED SUPPLEMENTARY
INFORMATION

Ideal Accents, Inc. and Subsidiaries
(A Florida Corporation)
Miami, Florida


        Enclosed for your review is a consolidated supplementary
schedule prepared in conjunction with the audits of Ideal Accents, Inc.'s
financial statements for the year ended December 31, 2001 and 2000. This
supplementary information is presented for purposes of additional analysis and
is not a required part of the basic financial statements.

        The information has been subjected to the auditing procedures
applied in the audits of the basic consolidated financial statements and, in our
opinion, is fairly stated in all material respects when considered in
conjunction with the basic financial statements taken as a whole.



/s/ Rotenberg & Co., LLP
 

Rotenberg & Co., LLP
Rochester, New York
    January 28, 2002



IDEAL ACCENTS, INC. AND
    SUBSIDIARIES
(A FLORIDA CORPORATION)
Miami, Florida
CONSOLIDATED SUPPLEMENTARY
    SCHEDULES 

    

    For the Years Ended December 31,
    

    
    
2001
    
    


    
2000
  
  
  

    

    Cost of Goods Sold
    

    
    

  
  

    

    Materials and Supplies
    

    
    
$ 3,616,176
    
    


    
$ 3,854,821
  
  

    

    Delivery Gas and Maintenance
    

    
    
121,538
    
    


    
148,582
  
  

    

    Insurance
    

    
    
125,819
    
    


    
120,544
  
  

    

    Other Expenses
    

    
    
54,059
    
    


    
64,674
  
  

    

    Payroll Taxes
    

    
    
232,670
    
    


    
262,812
  
  

    

    Shop Maintenance
    

    
    
71,213
    
    


    
142,314
  
  

    

    Temp Services: Leased Employees
    

    
    
1,868,494
    
    


    
1,939,809
  
  

    

    Utilities
    

    
    
56,129
    
    


    
56,683
  
  
  

    

    Total Cost of Goods Sold
    

    
    
$ 6,146,098
    
    


    
$ 6,590,239
  
  
  

    

    General and Administrative Expenses
    

    
    

  
  

    

    Insurance - General
    

    
    
$ 104,820
    
    


    
$ 82,404
  
  

    

    Legal & Accounting
    

    
    
38,970
    
    


    
36,054
  
  

    

    Management Fees
    

    
--
    
    


    
--
  
  

    

    Meals & Entertainment
    

    
    
55,408
    
    


    
54,646
  
  

    

    Office Expenses
    

    
    
204,175
    
    


    
167,451
  
  

    

    Payroll Services
    

    
    
80,411
    
    


    
77,236
  
  

    

    Property Taxes
    

    
    
43,383
    
    


    
29,776
  
  

    

    Rent
    

    
    
98,676
    
    


    
97,400
  
  

    

    Telephone
    

    
    
100,580
    
    


    
106,233
  
  

    

    Temp Services: Leased Employees
    

    
    
919,540
    
    


    
1,367,390
  
  
  

    

    Total General and Administrative
    Expenses
    

    
    
$ 1,645,963
    
    


    
$ 2,018,590
  


CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL
DISCLOSURE

The accounting firm of Rotenberg
& Company, LLP, Certified Public Accountants and Consultants audited our
financial statements. Since inception, we have had no changes in or
disagreements with our accountants. 

The discussion contained in this
prospectus contains "forward-looking statements" that involve risk and
uncertainties. These statements may be identified by the use of terminology such
as "believes", "expects", "may", "will", "should", or "anticipates", or
expressing this terminology negatively or similar expressions or by discussions
of strategy. The cautionary statements made in this prospectus should be read as
being applicable to all related forward-looking statements wherever they appear
in this prospectus. Our actual results could differ materially from those
discussed in this prospectus. Important factors that could cause or contribute
to such differences include those discussed under the caption entitled "risk
factors," as well as those discussed elsewhere in this prospectus. 

PART 2 

(NOT PART OF THE PROSPECTUS)

INDEMNIFICATION OF DIRECTORS AND
OFFICERS

Our by-laws indemnify each
person (including the heirs, executors, administrators, or estate of such
person) who is or was a director or officer of Ideal to the fullest extent
permitted or authorized by current or future legislation or judicial or
administrative decision against all fines, liabilities, costs and expenses,
including attorney's fees, arising out of his or her status as a director,
officer, agent, employee or representative. The forgoing right of
indemnification shall not be exclusive of other rights to which those seeking an
indemnification may be entitled. Ideal may maintain insurance, at its expense,
to protect itself and all officers and directors against fines, liabilities,
costs and expenses, whether or not the Corporation would have the legal power to
indemnify them directly against such liability.
Costs, charges, and expenses
(including attorney's fees) incurred by a person referred to above in defending
a civil or criminal proceeding shall be paid by Ideal in advance of the final
disposition thereof upon receipt of any undertaking to repay all amounts
advanced if it is ultimately determined that the person is not entitled to be
indemnified by Ideal and upon satisfaction of other conditions required by
current or future legislation.
If this indemnification or any
portion of it is invalidated on any ground by a court of competent jurisdiction,
Ideal nevertheless indemnifies each person described above to the fullest extent
permitted by all potions of this indemnification that have not been invalidated
and to the fullest extent permitted by law.
Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
director, officers or persons controlling an issuer pursuant to the foregoing
provisions, the opinion of the Commission is that such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION

The following table is an
itemization of all expenses, without consideration to future contingencies,
incurred or expected to be incurred by our Corporation in connect with the
issuance and distribution of the securities being offered by this prospectus.
Items marked with an asterisk (*) represent estimated expenses. We have agreed
to pay all the costs and expenses of this offering. Selling security holders
will pay no offering expenses.
ITEM 
EXPENSE
SEC Registration Fee 
$ 1,332.87
Legal Fees and Expenses* 
$30,000.00
Accounting Fees and Expenses* 
$25,000.00
Miscellaneous* 
 $ 500.00

TOTAL* 

 $56,832.87

*Estimated figure 

RECENT SALE OF UNREGISTERED
SECURITIES

Ideal has been inactive over the
past three (3) years until December 2001. On December 11, 2001 the Shareholders
approved a rollback of the 17,950,000 shares of
Common Stock outstanding of four (4) old for one (1) new, leaving 4,487,755
shares outstanding. On December 13, 2001 Ideal issued 5,480,500 shares of Common
Stock and its subsidiary Ideal Accents Holdings Inc. issued 5,250,958
Exchangeable Shares for the acquisition of all of the outstanding shares of
Ideal Accents, Inc. (Ferndale), Ideal Accents, Inc. (Ann Arbor), Ideal Accents,
Inc. (Taylor), T.O.E., Inc., Somani Holdings Inc., and AutoFun Canada Inc. The
Exchangeable Shares have similar rights to the Common Stock and are exchangeable
at any time for shares of
Common Stock. In completing these transactions we relied upon the Securities Act
of 1933 Section 3(a) 9 because the shares we issued in these mergers were issued
exclusively to our existing security holders and no commission or other
remuneration was paid or given directly or indirectly for soliciting the share
exchange. In addition, we relied upon the Exemption from Registration provided
in Section 4(2) of the Securities Act of 1933 because the merger transaction did
not involve any public offering.

INDEX OF EXHIBITS
      
2.1 
US Share Exchange Agreement
2.2 
Canadian Share Exchange Agreement
2.3 
Voting and Exchange Agency Agreement
2.4 
Exchangeable Share Support Agreement
3.1 
Articles of Incorporation
3.2 
Amendments to Articles of
      Incorporation
3.3 
By Laws
5.1 
Opinion re: Legal Matters
10.1 
Bank Credit Line - Ideal Accents,
      Inc. (Ferndale)*
10.2 
 Bank Credit Line - T.O.E., Inc.*
10.3 
 Bank Loan - Ideal Accents, Inc.
      (Taylor)*
10.4 
 Bank Credit Line - Somani Holdings
      Inc.*
10.5 
Bank Credit Line - AutoFun Canada
      Inc.
10.6 
 Lease - Ideal Accents, Inc.
      (Ferndale)
10.7 
 Lease - Ideal Accents, Inc. (Taylor)
10.8 
 Lease - Somani Holdings Inc.*
21.1 
 Subsidiaries of Ideal
23.1 
 Consent of Auditors
23.2
 Consent of Andreas M. Kelly, P.A. (contained in Exhibit 5.1)
24.1 
 Power of Attorney (contained in Part 2 of this Registration Statement)
99.1 
 2001 Stock Option Plan
99.2 
 Escrow Agreement
* to be filed by amendment

UNDERTAKINGS

The undersigned Registrant hereby undertakes: 
To file, during any
    period in which it offers or sells securities, a post-effective amendment to
    this registration statement to: 
    
    
a.    Include any
            prospectus required by Section 10(a)(3) of the Securities Act of
            1933; 
            
b.    Reflect in the
            prospectus any facts or events which, individually or together,
            represent a fundamental change in the information in the
            registration statement; 
            
c.    Include any
            additional or changed material information on the plan of
            distribution.
  
That, for determining
    liability under the Securities Act of 1933, to treat each post-effective
    amendment 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. 
 
          
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 of 1933 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 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 and 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
    hereby, 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 of 1933 and will be
    governed by the final adjudication of such issue. 
  

POWER OF ATTORNEY

The Registrant and each person
whose signature appears below hereby appoints Karim Suleman as attorney-in-fact
with full power of substitution, to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated below,
one (1) or more amendments (including post-effective amendments) to this
registration statement as the attorney-in-fact acting in the premises deems
appropriate and to file any such amendment to this registration statement with
the Commission.

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 of filing on
Form SB-2 and authorized this registration statement to be signed on its behalf
by the undersigned, 

Name:     /s/ Joseph O'Connor
Title:     Chairman & CEO 
Name:    /s/ Ayaz Somani 
Title: President, Director & Principal Financial
Officer 


Name: /s/ Karim Suleman 
Title: Exec. Vice President, Secretary,
Treasurer & Director

Principal Accounting Officer