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

                                  FORM 10-QSB
                                  -----------

(Mark One)
         (X)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30,2002

                                       OR

         ( )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                For the transition period from  ____________ to ____________

Commission File Number: 0-28847

                           GRAVITAS INTERNATIONAL,INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

                   Florida                            65-0260846
        -------------------------------        -------------------------
        (State or other jurisdiction of        (I.R.S. Empl. Ident. No.)
        incorporation or organization)

       1027 South Rainbow Boulevard, Unit 391, Las Vegas, Nevada,  89145
       ------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (702) 341-6622
                                 --------------
                           (Issuer's telephone number)

       Securities registered under Section 12(b) of the Exchange Act: NONE
         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                                (Title of Class)

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


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of the registrant had issued and
outstanding 15,778,468 shares of common stock, par value $.001 per share (the
registrant's only class of voting stock).

Transitional Small Business Disclosure Format (check one); YES ( ) NO (X)


<PAGE>
                         PART I - FINANCIAL INFORMATION


                FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE

This Quarterly Report contains various forward-looking statements and
information, including (but not limited to) under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations," that
are based on management's beliefs as well as assumptions made by and information
currently available to management, including statements regarding future
economic performance and financial condition, liquidity and capital resources
and management's plans and objectives. When used in this document, the words
"expect," "anticipate," "estimate," "believe," and similar expressions are
intended to identify forward-looking statements. Such statements are subject to
various risks and uncertainties that could cause actual results to vary
materially from those stated. Should one or more of these risks or uncertainties
materialize or should underlying assumptions prove incorrect actual results may
vary materially from those anticipated, estimated, expected or projected. Some
important factors that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements include, but
are not limited to the following: our limited operating history; history of
losses; competition; our ability to manage growth and integration; risks of
technological change; competition for customers; pricing and transportation of
products; marketing relationships with third party suppliers; our ability to
protect our intellectual property rights; economic and political factors; risk
of technological change; market acceptance of our products, our ability to raise
capital, ability to secure licenses, uncertainty regarding infringing
intellectual property rights of others; security risks and the other risks and
uncertainties described under. All such factors are difficult to predict,
contain uncertainties that may materially affect actual results, and are beyond
our control.

                                                                     Page Number


Table of Contents                                                              1

Condensed Consolidated Balance Sheets at September 30 2002 (Unaudited) and
December 31, 2001                                                              2

Condensed Consolidated Statements of Operations for the Nine Months and Three
Months Ended September 30, 2002 and 2001 (Unaudited)
                                                                               3

Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 2002 and 2001 (Unaudited)                           4

Notes to Unaudited Condensed Consolidated Financial Statements                 5


<PAGE>
<TABLE>
<CAPTION>
                        Gravitas International, Inc. and Subsidiary
                           CONSOLIDATED CONDENSED BALANCE SHEETS

                                          ASSETS

                                                             September 30,   December 31,
                                                                  2002           2001
                                                              (unaudited)
                                                              ------------  --------------
<S>                                                           <C>           <C>
CURRENT ASSETS
  Cash                                                        $     3,791   $      38,508
  Accounts receivable - trade                                      13,316          19,083
  Related party receivable                                         11,843          81,385
  Note and lease receivables                                       63,093               -
  Prepaid expenses and other current assets                        23,860          21,194
                                                              ------------  --------------

       Total current assets                                       115,903         160,170

PROPERTY AND EQUPMENT, net                                        173,714          89,311

CAPITALIZED SOFTWARE UNDER DEVELOPMENT                             82,799          18,955
                                                              ------------  --------------

       Total assets                                           $   372,416   $     268,436
                                                              ============  ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable                                            $   279,744   $     165,536
  Accrued liabilities                                              38,238          24,759
  Royalty and license fees payable                                126,000         270,000
  Related party demand note payable                               282,673           1,350
                                                              ------------  --------------

       Total current liabilities                                  726,655         461,645

DEFICIT IN STOCKHOLDERS' EQUITY
    Common stock-$.001 par value; 50,000,000 shares authorized     15,772          15,022
    Common stock subscribed                                       466,000         330,000
    Additional paid-in capital                                  4,194,866       3,547,644
    Accumulated other comprehensive income                         34,876               -
    Accumulated deficit                                        (5,065,753)     (4,085,875)
                                                              ------------  --------------

       Total stockholders' deficit                               (354,239)       (193,209)
                                                              ------------  --------------

       Total liabilities and stockholders' deficit            $   372,416   $     268,436
                                                              ============  ==============

The accompanying notes are an integral part of these statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                       Gravitas International, Inc. and Subsidiary
                     CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                       (unaudited)

                                                For the three           For the Nine
                                                months ended           months ended
                                           ----------------------  ----------------------
                                            Sept 30,    Sept 30,    Sept 30,    Sept 30,
                                              2002        2001        2002        2001
                                           ----------  ----------  ----------  ----------
<S>                                        <C>         <C>         <C>         <C>
NET REVENUE                                $  31,037   $       -   $  67,614   $       -

COST OF SALES                                  6,394           -      14,392           -
                                           ----------  ----------  ----------  ----------

GROSS PROFIT                                  24,643           -      53,222           -

OPERATING EXPENSES
  Royalty and license fees                         -           -           -     133,753
  Investor relations expense                       -     236,667           -     436,227
  General and administrative expenses        404,387     131,702   1,104,050     370,270
                                           ----------  ----------  ----------  ----------

    Total operating expenses                 404,387     368,369   1,104,050     940,250
                                           ----------  ----------  ----------  ----------

OPERATING LOSS                              (379,744)   (368,369) (1,050,828)   (940,250)

OTHER (INCOME) EXPENSES
  Interest expense                                 -           -         684       4,455
  Write off of acquisition deposits                -           -           -     281,000
  Loss on sale of note receivable                  -     109,118           -     109,118
  Miscellaneous, net                         (14,464)     (6,373)     (6,634)     (3,649)
  Write off of license fees payable          (65,000)         -      (65,000)          -
                                           ----------  ----------  ----------  ----------

    Total other (income) expenses            (79,464)     102,745    (70,950)    390,924
                                           ----------  ----------  ----------  ----------

NET LOSS                                   $(300,280)  $(471,114)  $(979,878)$(1,331,174)
                                           ==========  ==========  ==========  ==========

LOSS PER COMMON SHARE - BASIC AND DILUTED     ($0.02)     ($0.03)     ($0.06)     ($0.14)
                                           ==========  ==========  ==========  ==========

The accompanying notes are an integral part of these statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                      Gravitas International, Inc. and Subsidiary
                     CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                       (unaudited)

                                                               For the nine months ended
                                                                     September 30,
                                                               -------------------------
                                                                   2002         2001
                                                               -----------  ------------
<S>                                                            <C>          <C>
Increase (Decrease) in Cash
Cash flows from operating activities
   Net loss                                                     ($979,878)  $(1,331,174)
   Adjustments to reconcile net loss to
    net cash used in operating activities
    Loss on sale of note receivable                                     -       109,118
    Inventory write off                                                 -        15,959
    Acquisition deposits write off                                      -       281,000
    Write off of prepaid royalties and licenses                         -       103,753
    Depreciation and amortization                                  37,633             -
    Issuance of stock options for services                        283,971        26,362
    Changes in assets and liabilities
       Accounts receivable and related party receivable            75,309           118
       Accrued interest                                                 -        (3,235)
       Prepaid expenses and other current assets                   (2,666)     (241,867)
       Accounts payable and accrued liabilities                   127,687       (33,444)
       Royalty and license fees payable                          (130,000)        5,000
                                                               -----------  ------------

         Net cash used in operating activities                   (587,944)   (1,068,410)

Cash flows from investing activities
   Notes and lease receivables                                    (63,093)     (650,000)
   Capitalized software under development                         (67,444)            -
   Purchase of equipment                                         (118,435)            -
   Principal payments from note receivable                              -        44,117
   Proceeds from sale of note receivable                                -       350,000
   Acquisition deposits                                                 -       (31,000)
                                                               -----------  ------------

         Net cash used in investing activities                   (248,972)     (286,883)

Cash flows from financing activities
   Proceeds from related party debt                               281,323             -
   Short-term borrowings                                                -       600,000
   Payment of short-term borrowings                                     -      (600,000)
   Proceeds from exercise of stock options                        250,000             -
   Proceeds from sale of common stock and stock subscriptions     236,000     1,301,000
                                                               -----------  ------------

         Net cash provided by financing activities                767,323     1,301,000
                                                               -----------  ------------
Effect of the exchange rate changes on cash                        34,876             -

  Net decrease in cash                                            (34,717)      (54,293)
                                                               -----------  ------------

Cash at the beginning of the period                                38,508       202,699
                                                               -----------  ------------

Cash at the end of the period                                  $    3,791   $   148,406
                                                               ===========  ============

Non-cash disclosures:
   Cash paid for interest                                      $      684   $     4,454
                                                               ===========  ============
   Common stock issued in lieu of royalty payments             $   14,000   $         -
                                                               ===========  ============

The accompanying notes are an integral part of these statements.
</TABLE>


<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 1 - FINANCIAL STATEMENTS

The unaudited condensed consolidated financial statements of Gravitas
International, Inc. (the Company or Gravitas) have been prepared by the Company
pursuant to the Rules and Regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to such
rules and regulations. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the entire fiscal year
ending December 31, 2002. The accompanying unaudited condensed consolidated
financial statements and related notes should be read in conjunction with the
audited consolidated financial statements and the Form 10-KSB of the Company,
filed on April 20, 2002.

NOTE 2 - NET LOSS PER SHARE

Basic loss per share is based on the weighted-average number of shares
outstanding during each quarter. The weighted-average number of common shares
outstanding was 15,493,528 and 14,620,191 for the three months ended September
30, 2002 and 2001, respectively, and 16,179,226 and 9,501,556 for the nine
months ended September 30, 2002 and 2001, respectively. Diluted loss per share
for all periods presented equaled basic loss per share due to the antidilutive
effect of potentially dilutive securities. As of September 30, 2002 and 2001,
the Company had 1,106,194 and 1,598,839 of potentially dilutive shares that were
not included in loss per share computations due to their antidilutive effect.

NOTE 3 - MANAGEMENT PLANS

The Company has now developed seven software applications for specific market
verticals. With the completion of these applications the Company has recently
focused its energy towards the sales and marketing of the products. The Company
believes that the market for its products is increasing and new market verticals
will accelerate the rate of revenue growth over the following quarter.

The Company has incurred recurring losses from operations and has a total
accumulated deficit of $5,065,753 as of September 30, 2002. The continued
operation of the Company will require an infusion of substantial cash.

In June 2002, the Company sold 250,000 shares of the Company's common stock for
total consideration of $100,000. During the third quarter, the Company sold
618,182 common shares at $0.22 per share through a private placement under
Regulation S. The issuance of the private placement and the option shares netted
the Company $136,000 during the quarter.

However, the rate at which the Company expends it resources is variable, may be
accelerated, and will depend on many factors. The Company will need to raise
substantial additional capital to fund its operations and may seek such


<PAGE>
additional funds through public or private equity or debt financing. The Company
will attempt to raise between $500,000 and $1,000,000 through a series of
private placements by December 2002. The Company has no lines of credit
available at this time. There can be no assurance that such additional funding
will be available on acceptable terms, if at all. The Company's continued
existence as a going concern is ultimately dependent upon its ability to secure
additional funding for the success of its future operations.

NOTE 4 - NOTES AND LEASE RECEIVEABLES

The Company has been advancing funds to RX Imaging for the purpose of beta
testing and deployment of the Company's software and hardware configurations. As
of September 30, 2002, the Company had advanced a total of $112,483 to RX
Imaging. The Company has notes receivables for $51,920 of the advances, with the
remaining advances being unsecured. The notes bear interest at 10% and mature on
August 17, 2003. The Company has recorded an allowance of $59,935 for advances
management feels may be uncollectible.

In August 2002, the Company entered into a lease agreement with RX Imaging to
lease equipment to RX Imaging for monthly payments of $922.64 over a one-year
period. The lease bears interest at 5% and is secured by the equipment. The
total lease receivable as of September 30, 2002, is $10,544.


NOTE 5 - RELATED PARTIES

In January 2001, the Company entered into an agreement with Jupiter Capital
Ventures to reimburse Jupiter Capital Ventures for operating expenses such as
rent, communications and business services, which were incurred on behalf of the
Company. Such expenses are billed to the Company on a monthly basis. The Company
paid $76,161 and incurred $49,500 in operating expenses to Jupiter Capital
Ventures during the quarter ended September 30, 2002. Jupiter Capital Ventures
has also advanced a total of $165,104, by way of a loan at 10% interest per
annum, as of September 30, 2002 to fund operational needs of the Company.

In August 2002, the Company signed a note payable to borrow $19,150 from a
shareholder for the purchase of assets. The note bears interest at 2% a month on
the unpaid balance, interest is paid monthly and matures on Febuary 19,2003. As
of September 30, 2002, no interest has been paid. The current interest accrued
is $41.


<PAGE>
NOTE 6 - ACCRUED PAYROLL TAXES

The Company did not timely remit its payroll taxes for the year ended December
31, 2001, to the Canadian government. The Company has negotiated a repayment
plan with the Canadian government. As of September 30, 2002, the Company's
unpaid accrued payroll taxes was $35,191.

NOTE 7 - CONTINGENCIES

The Company is involved in several legal proceedings. In the opinion of
management, based upon advice of legal counsel, the ultimate outcome will not
have a material impact on the Company's financial statements, if any.
Accordingly, no accrual is included in the accompanying financial statements.

NOTE 8 - STOCK OPTIONS


During the third quarter, there were no new options issued by the Company. There
are 100,360 options issued to other consultants that remain unexercised. These
options were issued in the second quarter. As a result of breach of contract,
400,000 options that were issued to outside consultants during the second
quarter, were forfeited during the quarter ended September 30, 2002.

These incentive stock options are registered under a Form S-8 filed by the
Company on September 20, 2001.

NOTE 9 - LICENSE AGREEMENT

In June 2002, the Company issued 50,000 shares that were previously escrowed in
connection with a settlement agreement with a third party. The entire cash
portion of the settlement agreement has been paid in full. The Company is still
negotiating the stock portion of the settlement that is estimated to be $36,000.
The remaining liability has been properly accrued for in the accompanying
financial statements.

NOTE 10 - NEW AUTHORATIVE ACCOUNTING PRONOUNCEMENTS

In October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS 144 supersedes SFAS 121, Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of, and the
accounting and reporting provisions of APB Opinion 30, Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for
segments of a business to be disposed of. SFAS 144 is effective for fiscal years
beginning after December 15, 2001. The initial application of SFAS 144 did not
have an impact on the Company's consolidated financial statements.

The FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections," on April 30,
2002. Statement No. 145 rescinds Statement No.4, which required all gains and
losses from extinguishments of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect. Upon
adoption of Statement No. 145, companies will be required to apply the criteria
in APB Opinion No. 30, "Reporting the Results of Operations - reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" in determining the
classification of gains and losses resulting from the extinguishments of debt.
Statement No. 145 is effective for fiscal years beginning after May 15, 2002.
The Company is currently evaluating potential effect of adoption of this
statement on its financial position and results of its operations.


<PAGE>
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This standard requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the standard include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operation, plant closing, or other exit or disposal activity. SFAS No. 146 is to
be applied prospectively to exit or disposal activities initiated after December
31, 2002. The adoption of this pronouncement is not expected to affect the
Company's results of operations and financial position.


ITEM 2.

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

The following discussion should be read together with the information contained
in the Consolidated Financial Statements and related Notes included in the
annual report.

Overview

Gravitas International Inc. ("Gravitas" or "Company")develops, manufactures, and
supports a range of software products and applications targeted for the
marketing and advertising industry. The Gravitas suite of products combines
hardware configuration with proprietary software to create accountable and
effective marketing solutions.

The suite of services are as follows:

MemClient - Designed for live event marketing and one to one data collections.
This software application runs a direct download, wireless or otherwise, from a
digital camera to a computer. After a picture is taken, the software allows
voice, written, audio, and video messaging to accompany the photograph and
allows all of the information to be instantly uploaded to a dedicated photo/data
server.

MemorEmail - Pre or post event, this application is an online internet portal
that allows subscribed clients to change the marketing message, and disseminate
e-mails to targeted lists that have been generated by the clients.

MemPOS - Gravitas has developed portable Point of Sale application for any
vertical that currently sells event photos. This POS system tracks purchases and
can be custom designed to fit with most accounting systems. This product also
allows for real time delivery, product ordering and accounting. With this
solution, a picture can be instantly purchased in many different forms (hat,
shirt, key chain etc.) and delivered directly to the consumer's home.

MemReport - This application allows for custom reporting. The client can select
the type of information they wish to collect, track, and monitor and the system
will automatically build links to facilitate these components. The system tracks
response rates, forwarding rates, opening rates and delivers a detailed
accounting of any product purchases that occur through the system.

MemPrint - Gravitas developed a custom software that allows marketers and
advertisers easy to use custom branding application for on site digital prints.

MemLink - This application links custom or other barcode scanning equipment with
data and photos. When a picture has been taken, a barcode can be scanned that
has associated data. That information will instantly develop a photo gallery on
behalf of the person/entity who's data is listed on the barcode. Recipients can
retrieve their photos by presenting their barcode at the event or at a later
time by logging on to the internet photo gallery with the barcode id.


<PAGE>
Ride Systems - Designed for theme parks and ride systems. The software creates
themed backgrounds, logos, framing, overlays, picture in picture and 3-D effects
with absolutely no delay in the picture print time of 30 seconds.

Gravitas has a suite of products and services that allow marketers, advertisers,
and companies themselves to realize the full potential of the digital
photography. Gravitas' products help companies to increase efficiency and reduce
the costs associated with analog photography by converting the existing
businesses to the advantages of digital.

Gravitas International Inc. also has an array of products and services that
allow marketers, advertisers, and companies themselves to extract much greater
results from their campaigns, interact with their target markets, and increase
the likelihood of future sales.

An opportunity has been identified in the live event marketplace for the
products and services of the company. It is the Company's intention to take
advantage of this market opportunity for interactive live event marketing and to
capitalize on the industry's need for software that provides the ability to
measure the impact and effectiveness of marketing campaigns.

The Company is currently looking to develop out its management and executive
team with individuals who have experience and relationships in marketing and
advertising so as to increase the speed to market of the Gravitas Products.

In addition to it's theme park business, the Company is focusing on strategic
alliances and potential acquisitions of corporations in live event photography
industry. These companies have the advantage of having memorable events
associated with the pictures or photographs being taken. The application of
leveraging these memories in combination with building strong brand
relationships adds a significant layer of revenue to these existing businesses.


<PAGE>
Gravitas has entered into a licensing agreement with RX Imaging. The purpose for
this agreement is to allow Gravitas to gain access to a market vertical that
Gravitas had not been able to penetrate. As Gravitas continues to develop
targeted products for the digital photography industry the company will also
focus on selling exclusive licenses for each market vertical and territory.

RX Imaging's business model allows it to focus on marketing without the expense
of development, maintenance and support. Gravitas is able to focus on
development, maintenance, and strategic alliances and uses its licensees of the
software to market the product in numerous different market verticals.

As a part of that licensing agreement, RX Imaging is to pay Gravitas a $250,000
licensing fee on the first, second and third anniversary dates of the licensing
agreement.  Further, RX Imaging must pay royalties in the amount of $250,000 on
the first anniversary date of the licensing agreement and $150,000 on each of
the second and third anniversary dates of the licensing agreement.
Additionally, as part of that agreement, Gravitas secured an exclusive option to
acquire all of assets of RX Imaging.

Over the next quarters, the Company intends on devoting its time and efforts
into developing new markets, and revenues from the acquired technologies. This
strategy should begin to provide Gravitas with a sound operational base from
which to build its business.


Results of Operations

The Company generated $31,037 of sales from its digital communication business
during the three months ended September 31, 2002 and $0 for the three months
ended September 30, 2001 and for nine months ending September 30, 2002 and 2001
the Company generated $67,614 and $0, respectively.

Operating expenses were $404,387 and $368,369 for the three months ended
September 30, 2002 and 2001, respectively and $1,104,050 and $940,250 for the
nine months ended September 30, 2002 and 2001, respectively. General and
administrative expenses were mainly comprised of salaries, and consultant
charges for the period. This increase is the result of additional development
and technical support necessary for the growth of the Company.


Other income and expenses were $79,464 income and $102,745 expense for the three
months ended September 30, 2002 and 2001, respectively and $72,318 income and
$390,924 expense for the nine months ended September 30, 2002 and 2001,
respectively. The gain for the three and nine months ended September 30, 2002,
is the result of $65,000 in other income for the write off of license fees
payable for the settlement of a license agreement the Company reached with one
of the licensors. In addition, the Company recognized other income of $5,700 for
management service fees the Company charged to RX Imaging as part of an
agreement to provide implementation services of the Company's software at a
theme park site. Expenses in 2001 for the comparable period were related to the
old business model and represent write downs in notes receivable and write off
of acquisition costs related to the purchase of two bottling plants.

Liquidity and Capital Resources

Our primary source of liquidity has historically consisted of sales of equity
securities and debt instruments. During the three months ended September 30,
2002, the Company raised $136,000 through the issuance of common stock. The
proceeds were used to finance continued operations.

During the second quarter, there were 1,000,360 options issued to consultants at
a exercise price of $0.50 per share. These options are for past and future
services over a two-year term and expire in five years from the date of grant.


<PAGE>
During the second quarter, 500,000 options were exercised by a consultant for
$250,000. The remaining 100,360 options issued to other consultants and remain
unexercised. During the quarter 400,000 options were forfeited by two outside
consultants by breaking their employment contracts duration. This leaves a total
of 100,360 that have not been exercised.

During the fiscal year ended December 31, 2001, the Company's subsidiary became
delinquent in remitting employee payroll taxes. The Company's subsidiary
negotiated a payment plan with the Canada Customs and Revenue Agency, and is
currently abiding by the terms of that payment schedule. As of September 30,
2002, the Company has accrued $35,191 for payroll taxes.

The Company has plans to raise between $500,000 and $1,500,000 by way of private
placement by December of 2002. The Company has raised $136,000 by way of a
private placement under Regulation S in the third quarter and $100,000 through
the sale of 250,000 shares of the Company's common stock in the second quarter.
These funds are intended to be used to fund day-to-day operations, including a
marketing program pursuant to the Company's business plan.

In the nine months ending September 30 2002, the Company has raised a total of
$236,000 through the sale of common stock and stock subscriptions, and $250,000
through the exercising of options issued to a consultant of the Company. The
Company has also received $281,323 from various borrowings from related parties
to fund ongoing operations of the Company.

Jupiter Capital Ventures, the Company's contracted financial services firm, has
advanced a total of $165,104, by way of a loan at 10% interest per annum, as of
September 30, 2002 to fund operational needs of the Company. These funds, in
combination with Forbes Investment's equity investment of $136,000, have created
the liquidity necessary for the Company's continued growth and development. A
related party, and shareholder to the Company, has loaned Gravitas International
Inc. $19,000 for the purchase some equipment necessary for deployment throughout
the theme parks for Beta Testing. As of September 30, 2002, the Company has
purchased $11,000 dollars in equipment for this purpose, which the Company has
leased to RX Imaging pursuant a lease agreement entered into in August 2002.

The Company has no lines of credit available to it at this time. There is no
assurance that additional capital will be available to the Company when or if
required.

Over the next three years, the Company expects to receive licensing fees and
royalties from RX Imaging. Under the licensing agreement, RX Imaging is to pay
Gravitas a $250,000 licensing fee on the first, second and third anniversary
dates of the licensing agreement. Further, RX Imaging must pay royalties in the
amount of $250,000 on the first anniversary date of the licensing agreement and
$150,000 on the second and third anniversary dates of the licensing agreement.
Additionally, as part of that agreement, Gravitas secured an exclusive option to
acquire all of assets of RX Imaging, Inc. As RX Imaging is a seasonal business,
the Company expects that the majority of the licensing fees owing will come in
the first quarter of 2003. For the quarter ending September 30, 2002 an
additional $21,102 has been advanced to RX Imaging for the purpose of beta
testing and deployment of Gravitas Software and hardware configurations
throughout specified locations. The current total advances to RX Imaging are
$111,855 as of Sept 30, 2002. As of September 30, 2002,an allowance for doubtful
accounts of $59,935 has been recorded on the balance sheet. This pertains to the
unsecured portion of the currently outstanding loans to RX Imaging, which
management believes may not be collectible.

The Company purchased $11,000 dollars worth of digital equipment and computers
for an equipment lease for the largest licensee of the Gravitas Software
Platform. This equipment was necessary to beta test and prove out the business
model as it pertained to the Theme Park photography industry. This lease is
listed as a receivable and paid quarterly to Gravitas.

Although the Company expects to have continued losses in the forth quarter of
fiscal year 2002, management believes that the losses will decrease in
subsequent periods.

Inflation has not had a significant impact on the Company's results of
operations.


<PAGE>
Risk Factors and Cautionary Statements

Forward-looking statements in this report are made pursuant to the "safe-harbor"
provisions of the Private Securities Litigation Reform Act of 1995. The Company
wishes to advise readers that actual results may differ substantially from such
forward-looking statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in or implied by the statements, including, but not limited to, the
following: Changing economic conditions, interest rate trends, continued
acceptance of the Company's products in the marketplace, competitive factors,
and other risks detailed in the Company's periodic report filings with the
Securities and Exchange Commission.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

As of August 14, 2002, there is currently three known lawsuits or claims made
against the Company.

1. Steven Nickolas v. WTAA International, Inc. (District Court Clark County,
Nevada, action # A425635, commenced October 13, 2000). Steven Nickolas a former
employee of the Company filed a complaint alleging that the Company failed to
compensate him for performance, and seeks damages of 250,000 common shares. The
Company has filed a defense and counterclaim alleging that Steven Nickolas has
breached the employment and the exclusivity agreements and seeks court ordered
damages.

2. Starbase-1 Coffee Company, Inc. v. WTAA International, Inc. (District court
Clark County, Nevada, action # A413322) in 1999, the Company entered into an
agency agreement with Starbase-1 Coffee Company, Inc. ("Starbase") granting the
Company the exclusive right to the manufacture, distribution and marketing of
bottled water products using licensed images from the Star Trek television
series.  Starbase alleges that the Company has breached the agency agreement and
seeks to terminate the agency agreement and unspecified damages. The Company has
filed a defense and counterclaim alleging that Starbase has breached the agency
agreement by engaging another firm to produce bottled water products bearing the
Star Trek images and seeks a court order requiring Starbase cooperate with the
Company in the manufacture, distribution and marketing of the Star Trek-branded
bottled water products through Canada and the United States.

3. Madech Financial Services Inc. v. Memoremail Corp., Kevin Hayden, and WTAA
International, Inc. (Vancouver, BC Canada, Vancouver Registry, action #S021150)
Madech is asserting they advanced money to MemorEmail that was subject to trust
conditions. There is no schedule for proceedings.


Item 2.  Changes in Securities.

               The company issued 618,182 common shares by way of Private
               Placement under Regulation S at a deemed price of $0.22 per
               share.

Item 3.  Defaults Upon Senior Securities

               None.

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

               None

Item 5.  Other Information.


Item 6.  Exhibits and Reports on Form 8-K.

          (a)  Index and Exhibits

               None.

          (b)  The following reports on Form 8-K have been filed by the Company
               during the period covered by this report:

               None


<PAGE>
                                   SIGNATURES


     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

                                          Gravitas International, Inc.
                                          --------------------------------------
                                          (Registrant)



Date:  November 14, 2002                  By:  /s/ Larry Shaben
                                             -----------------------------------
                                             Larry Shaben
                                             Chairman/Director


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


Date:  November 14, 2002                  By:  /s/ Vance Campbell
                                             -----------------------------------
                                             Vance Campbell
                                             President and Directors



Date:  November 14, 2002                  By:  /s/ Dr. C.J. Weinstein
                                             -----------------------------------
                                             Dr. C.J. Weinstein
                                             Director



Date: November 14, 2002                   By:  /s/ Larry Shaben
                                             -----------------------------------
                                             Larry Shaben
                                             Director and
                                             Chairman of Board of Directors


<PAGE>
For your public clients, please note the Certification requirement of Sarbanes
Oxley as of July 31, 2002 by CFO's and CEO's:

                                 CERTIFICATIONS


I, Collin Vance Campbell, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of GRAVITAS
          INTERNATIONAL, INC;

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

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

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

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

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

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

     5.   I have disclosed, based on our most recent evaluation, to the
          registrant's auditors and the audit committee of the registrant's
          board of directors:

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

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

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

                                              /s/
                                       ---------------------------------
                                       Chief Executive Officer


<PAGE>
                          GRAVITAS INTERNATIONAL, INC
                            CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with  the  Quarterly Report of Gravitas International, Inc. (the
"Company")  on Form 10-Q for the quarter ended September 30, 2002, as filed with
the  Securities  and  Exchange  Commission on the date hereof (the "Report"), I,
Collin Vance Campbell, Chief Executive Officer of the Company, certify, pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act  of  2002,  that  to  my  knowledge:

     (1)  The  Report  fully  complies with the requirements of Section 13(a) or
          15(d)  of  the  Securities  Exchange  Act  of  1934;  and

     (2)  The  information  contained  in  the  Report  fairly  presents, in all
          material respects, the financial condition and result of operations of
          the  Company.


     /s/
---------------------------------
Chief Executive Officer
November 14, 2002

"I Collin Vance Campbell acting as CEO of the issuer, certify that the aforesaid
periodic report containing the enclosed financial statements fully complies with
the requirements of Section 13(a) (or 15 (d) as appropriate) of the Securities
Exchange Act of 1934, and that the information contained in said periodic report
presents, in all material respects, the financial condition and results of the
issuer."

So Certified this 14th day of November, 2002

Signed:  "Colin Vance Campbell"
       CEO Gravitas International

I will be preparing shortly my take on the important issues for issuers arising
from the Act. Additional SEC regulations will also be promulgated which may
expand or relieve statutory provisions.

Note that the certification as I read it is not only on the financials, but
every issue arising under the requisite periodic report. Criminal liability
arises from false statements which must be supported by adequate diligence by
the certifying officer.

Please feel free to contact me if you have any questions.

Colin  Vance  Campbell
Gravitas  International
1800-447-2220


<PAGE>