SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

For the Fiscal Year Ended March 31, 2002
Commission File Number 0-14840

                             BERES INDUSTRIES, INC.
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                (Name of Small Business Issuer in its charter)

                   New Jersey                              22-1661772
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      (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)              Identification No.)

     1785 Swarthmore Avenue, Lakewood, New Jersey             08701
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       (Address of principal executive offices)              (Zip Code)

      Registrant's telephone number, including area code (732) 367-5700

         Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock $.02 Par Value
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                               (Title of Class)

Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 X No __ .

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

The issuer's revenues for its most recent fiscal year were $5,687,000.

The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $165,020 on July 1, 2002 based on the last
available bid quotation (.02) at the close of the market on that day. For the
purposes of the foregoing sentence, the term "affiliate" includes each director
and officer of the Registrant.

The number of shares outstanding of the Registrant's common stock on July 1,
2002 was 16,502,000

Documents Incorporated By Reference - See Item 14(c) to this Form 10-KSB.


<PAGE>


Item 1.  Description of Business.

                        General Development of Business.

         Beres Industries, Inc. ("Beres") was incorporated in the State of New
Jersey on June 23, 1960. Its two wholly owned subsidiaries, Athenia Plastic Mold
Corp. ("Athenia") and Supply Dynamics, Inc. ("Supply Dynamics") were
incorporated in the State of New Jersey on July 27, 1976 and October 11, 1983,
respectively. As of Beres' March 31, 1998 fiscal year end, Athenia was merged
into Beres and as of Beres' March 31, 1999 fiscal year end, Supply Dynamics was
merged into Beres. The foregoing mergers eliminated Beres' subsidiaries and
combined all operations into the parent company. (Beres, Athenia and Supply
Dynamics are hereinafter collectively referred to as "Beres" or the "Company").
As described below, the Company recently completed a private placement (the
"Private Placement") pursuant to which the Company raised $1,000,000 for
acquisition of new equipment and other costs involved with the Company's
commencing a new line of business. In the fiscal year ended March 31, 2001, the
Company changed its primary business to the manufacturing of plastic pails, and
phased out its injection molding business. As of March 31, 2002, the Company has
continued operating its Athenia Plastic Mold Division.

         A description of the Company's existing plastic pail manufacturing and
mold production operations is set forth below.

                           Manufacturing Plastic Pails

Acquisition of New Equipment

         In order to manufacture the plastic pails, it was necessary for the
Company to acquire new manufacturing equipment(the "New Equipment"). In the year
ended March 31, 2001, the Company purchased six injection molding machines,
various associated feeders, conveyors and chillers, silos for resin storage, and
miscellaneous palletizing, shrink wrapping and warehousing equipment. The
Company also purchased the tools (molds) necessary to manufacture the containers
and lids, as well as the equipment necessary to print labeling information on
the containers, together with associated conveyor, feeding and stacking
equipment.

         From August 2000 to March 2001, the Company engaged in private
placement, offering a minimum of $500,000 and a maximum of $1,000,000 of
subordinated convertible notes. In order to purchase the equipment necessary to
commence its plastic pail operations, the Company utilized funds from its
private placement and obtained equipment financing from several sources. The
financings include a $1,837,914 equipment loan at 9 3/4 % interest for five (5)
years through Van Dorn Demag Corporation from CIT Corporation for six (6)
injection molding machines; a $420,000 loan from Plas/Tool Company at 10%
interest for 30 months to provide for 6 molds to be used with the Van Dorn
plastic injecting machines; a $210,000 loan from Kase Equipment Corporation for
the six color pail printing system; a $69,000 equipment loan with finance
charges of $16,812.32 to be paid over 48 months through Budzar Industries Inc.
from Orix Credit Alliance Inc., for the Company's Cooling System, Tower and
Chiller pumping station; a $21,000 equipment loan from Cumberland, Inc. through
Orix Credit Alliance, Inc. for the manufacturing granulator used in the pail
making process. In July 2001, Beres received a $350,000 loan from the Lakewood
Industrial Development at 3 1/2 % interest to be paid over ten (10) years for
peripheral equipment.


                                      -2-
<PAGE>



New Manufacturing Operation

         The containers manufactured and sold by the Company consist of 5-gallon
plain and printed plastic containers, including a short 5-gallon container for
joint compound. The containers manufactured by the Company are in common use
throughout industry. Company management expects some seasonality with respect to
sales, for products such as driveway sealer, paint, and joint sealer. The
Company employs "just in time" inventory and manufacturing procedures.

Description of the Manufacturing Process

         Plastic container manufacturing is a process that has evolved over the
last twenty-five years into a reliable and predictable process. The Company
utilizes state of the art injection molding machinery. The Company's choice of
equipment is based upon price, performance, and availability of financing. The
Company has acquired four 650-ton presses to manufacture pails, which presses
are equipped with state of the art hydraulic and electronic control systems to
deliver reliability, precision and high productivity. This equipment is coupled
with two 500-ton injection-molding machines to produce covers.

         The pail and cover molds that are mounted into the above presses are
single cavity pail molds and dual cavity lid molds that are manufactured from
custom forged, pre-hardened P-20 tool steel. The above equipment configuration
allows the Company to produce, assuming 24 hour, and seven day per week
operations, in excess of six million containers per year.

         The manufacturing process consists of pelletized high-density
polyethylene resin that is melted and forced under high pressure by the screw in
the injection molding press into the container mold. Chilled water is then
circulated through the mold, cooling the part and allowing the mold to be opened
and the part ejected. The estimated cycle time for the pail mold is 20 seconds
per cycle, and for the cover mold, 20 seconds per cycle. The pail and/or lid
then enters a conveyor system that delivers them to the stacking area where
handles will be inserted on the pails, and fittings, if necessary, are inserted
in the covers. Containers and lids may be manufactured in a variety of colors to
suit the customer's specifications. Other containers may be sent to the printing
department to be offset printed with up to four colors per design. The printing
process is accomplished utilizing a Kase four-color pail printer with an
ultraviolet on mandrel curing system. Pails are be fed into the printer by an
automatic stacker and pail-feeder. The containers are then discharged from the
printer onto a conveyor and into an automatic restacker in preparation for
shrink-wrapping and palletization.

         After quality control, testing and inspection, all lids and pails are
stretched wrapped and palletized for shipment by truck or rail to the customers.

         Company management believes that its existing plant facility, located
in Lakewood, New Jersey, is adequate for installation of the new manufacturing
equipment and related warehousing/office needs. In the event sales should
increase beyond the facility's present capacity, there is additional undeveloped
property available for expansion of Beres' present facility. The Company is not
aware of any environmental considerations or issues beyond those with which the
Company must comply for its present operations.



                                      -3-
<PAGE>


Sources and Availability of Raw Materials

         The Company's primary raw material is plastic resin, which is a
commodity item, and readily available on the open market. Other raw material
items include colorant, packaging, handles, gaskets and fittings, all of which
are available from multiple suppliers.

Competition

         The plastic container business is well developed with a number of
national and regional manufacturers in existence. The industry is price and
service driven. In order to successfully compete in this industry, the Company
shall be required to develop a customer base, and to manufacture and sell
product on a profitable basis. Company management intends to apply its prior
experience in the injection molding industry and the vast business, plastics and
sales experience of its new management team to its new operations. The Company's
future profitability will be dependent upon successfully competing with existing
competitors, on a price and service basis.

Marketing and Sales

         The Company employs the services of independent, outside sales
representatives on a commission basis as part of its overall marketing and sales
efforts. The Company utilizes various techniques in marketing its products,
including but not limited to, direct customer contact, direct mail, advertising
and attendance at trade shows. The Company believes that there is a large market
for the plastic containers it intends to manufacture, and that it can capitalize
on the contacts and good will developed by certain members of its management
team and board of directors in the container and plastics industries, towards
development of sales for the Company.

Customers

         As of June 15, 2001, one customer accounted for 80% of the Company's
plastic pail business. The company has no contract with such customer, but
instead manufactures the pails on a purchase order basis. The Company is
actively seeking other clients.

Patents and Trademarks

         Patents and trademarks do exist in the plastic container industry and
will be considered throughout the product design and development process.
Appropriate licenses will be negotiated, as required, prior to commencement of
sales and manufacture. Our standard pail design is protected by several patents
held by our mold manufacturer. In addition, we have an exclusive manufacturing
and marketing agreement on our lid design.

Employees

         The Company presently employs approximately 30 persons in its
manufacturing operations. The Company considers its relationship with its
employees to be good.



                                      -4-
<PAGE>






Item 2.  Description of Property:

     The following table describes the Company's principal facilities:

                                  Approximate
                                  Floor Area
Location                          Square Feet                     Use
--------                          -----------                     ---

1785 Swarthmore (1)               32,500                Executive Offices;
Lakewood, New Jersey                                    Manufacturing Facility

     (1) The Company also owns approximately 6.7 acres of land upon which the
building is situated.

Item 3.  Legal Proceedings:

     During the fiscal year ended March 31, 2002, there were no material legal
proceedings which the Company is required to report.

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

     None.

Item 5.  Market for the Registrant's Common Stock and Related
Stockholder Matters:

         The following table sets forth the high and low stock prices (bid) for
Beres Common Stock as reported by the National Quotation Bureau, Inc., (symbol
"BERS") for the calendar years indicated.

         The following quotations do not include retail mark-ups, markdowns or
commissions and represent prices between dealers and not necessarily actual
transactions.

         The past performance of Beres' Common Stock is not necessarily
indicative of future performance.


                          1999

                                   High (Bid)      Low (Bid)

               1st Qtr             $.10           $.035
               2nd Qtr             $.055          $.035
               3rd Qtr             $.055          $.03
               4th Qtr             $.10           $.03




                                      -5-
<PAGE>



                           2000

                                   High (Bid)      Low (Bid)

               1st Qtr             $.19           $.05
               2nd Qtr             $.10           $.07
               3rd Qtr             $.15           $.06
               4th Qtr             $.10           $.07


                          2001

                                   High (Bid)      Low (Bid)

               1st Qtr             $.09           $.06
               2nd Qtr             $.15           $.06
               3rd Qtr             $.09           $.05
               4th Qtr             $.0.04         $.04

                          2002

                                   High (Bid)      Low (Bid)

               1st Qtr             $.03           $.05
               2nd Qtr             $.03           $.02


         As of July 1, 2002 the approximate number of Shareholders of record of
the Company was 1,849. Any payment of dividends will be within the discretion of
the Company's Board of Directors and will depend, among other factors, on
earnings, capital requirements and the operating and financial condition of the
Company. At the present time, the Company's anticipated financial capital
requirements are such that it intends to follow a policy of retaining earnings
in order to finance the development of its business. The Company's securities
are quoted in the "Pink Sheets", as published by the National Quotation Bureau,
Inc. and the "OTC Bulletin Board".

Item 6.  Management's Discussion & Analysis of Financial Condition and Results
of Operations:

         This analysis of the Company's financial condition, capital resources
and operating results should be reviewed in conjunction with the accompanying
Financial Statements, including the notes thereto.

         The Company believes that an understanding of its operating results
requires an analysis into its business segments. The business segments are as
follows:

         The Company's primary business is the manufacturing and sale of
injection molded five gallon plastic buckets.

         The Company designed, manufactured and assembled precision engineered
injection molds for the manufacture of molded plastic products and parts for
both its internal operations as well as for sale to outside customers. This
segment was discontinued in August 2001.

         The finished ribbon cartridge segment manufactured computer printer and
electronic typewriter ribbon cartridges for sale primarily to OEM printer
manufacturers and ribbon industry co-manufacturers. This segment was
discontinued in January 2001.

         The following tables summarize net sales and operating income (loss)
for Beres Industries, Inc.


                                      -6-
<PAGE>


                                     Year Ended March 31,

                                       2002           2001
                                    (Dollars in Thousands)
Total Operating Income(Loss)       $  (658,000)    $  (381,000)
Loss from Discontinued Operation   $    42,000     $  (357,000)
Interest and Other Income (Loss)        19,000          13,000
     Net Income (Loss)             $(1,083,000)    $  (703,000)

         The Company's total net sales for the fiscal year ended March 31, 2002
were $5,687,000, an increase of $4,742,000 or 501.8% from the year ended March
31, 2001. For the 2002 fiscal year, the Company posted a net loss of
$(1,083,000), as compared to net loss of $(703,000) for the fiscal year ended
March 31, 2001. The increased loss in 2002 is a result of expenses incurred in
the Company's transition to a manufacturer of plastic pails.

         Custom Molding sales increased approximately $4,742,000 or 501.8% from
$945,000 during the fiscal year ended March 31, 2001, to $5,687,000 in the
fiscal year ended March 31, 2002. The increase in sales for the custom-molding
segment is primarily the result of the Company obtaining new customers and
increasing sales of its plastic pails. The decrease in operating income is the
result of the transition from the Company's prior injection molding operations
to becoming a manufacturer of plastic pails.

         Contract Costs and Costs of Goods Sold varies based upon sales volume
and product mix. For the fiscal year ended March 31, 2002, cost of sales was
92.28%, which increased by 11.86% over the cost of sales for the 2001 fiscal
year which was 80.42%.

         Selling, General and Administrative Expenses increased approximately
$636,000 or 137.9% from $461,000 to $1,097,000 for the fiscal year ended March
31, 2002 when compared to the 2001 fiscal year. This increase is primarily the
result of commencement of the Company's plastic pail operations.

         Interest and Other Income increased by $6,000 from $13,000 for the 2001
fiscal year, to $19,000 for the 2002 fiscal year. Interest expense increased
$298,000 from $188,000 for the 2001 fiscal year as compared to $486,000 for the
fiscal year 2002. This increase is the result of interest on notes issued to
investors in the company's private placement offering and interest paid on the
bank revolving line of credit.

         Income from Discontinued Operations was $ 42,000 for the fiscal year
ended March 31,2002 as compared to a (loss) from discontinued operations
$(357,000) during 2001. This resulted from the discontinuation of the Company's
finished ribbon product segment in January 2001 and the company's precision
engineered injection molds segment in August 2001. The Company's Board of
Directors approved management's plan to terminate these segments due to a
strinking market and decreasing sales and to allow for expansion of its plastic
pail business.



                                      -7-
<PAGE>



         Net Loss for the fiscal year ended March 31, 2002 was $(1,083,000) as
compared to a net loss of $(703,000) for the fiscal year ended March 31, 2001;
an increased loss of $380,000 or 54.05%. This is a result of an increase in
expenses associated with the manufacture of plastic pails. Management continues
to take steps to reduce costs. Management intends to continue its efforts to
increase sales and control costs and is hopeful for an improvement in operating
results.

Plastic Pail Manufacturing

         In January 2001, the Company commenced operations of its plastic pail
manufacturing division, which it expects to be the primary business of Beres
Industries, Inc. In January 2001, the Company began to manufacture five (5)
gallon plastic pails. Its customers are local, national and international
corporations in the chemical, paint, adhesive, joint compound and food
industries. The Company intends to diversify operations to include other size
pails at a later date.

         It was necessary for the Company to acquire new machinery to begin
manufacturing pails. The following equipment has been acquired by the Company
through a combination of equity and debt financing: six (6) Van Dorn DeMag
injection molding machines six (6) Plas/Tool molds to be used with the Van Dorn
DeMag injection molding machines; a six (6) color pail printing system from Kase
Equipment Corporation; a cooling system, tower and chiller pumping station from
Budzar Industries, Inc.; a Cumberland, Inc. manufacturing granulator to be used
in the pail making process; as well as other peripheral equipment.

         In January 2001, the Company participated in an auction of most of its
old equipment. The Company raised approximately $275,000 in such auction.

         As of March 2002, the Company is selling approximately 86,000 pails per
week and is actively seeking new accounts.

        In June 2002, Beres received a four month mortatorium on half the
payments due to Plastool and VanDorn, two of Beres' major creditors. In July
2002, the price of plastic resin increased by 20%. As a result, Beres will be
forced to increase its prices.

Private Placement

         As disclosed in the Company's quarterly statements on Forms 10-QSB for
each fiscal quarters from December 31, 1999 to December 31, 2001, the Company
entered into a Stock Purchase Agreement with Beres Acquisition Partnership, a
New York general partnership (BAP). Pursuant to such stock purchase agreement,
the Company engaged in a private placement offering of a minimum of $500,000 and
a maximum of $1,000,000 of 9% convertible subordinated promissory notes.
Pursuant to the terms of the Notes issued in the private placement, interest is
to accrue at a rate of nine (9%) percent per annum, payable on a semi-annual
basis. The Company has not paid any interest as of March 31, 2002. The Company
has not received any notice of default from the holders, which declaration of
default would require fifteen days written notice to the Company. The Notes
further provide that if the shareholder approval required to authorize the
issuance of the additional shares necessary for conversion of the Notes is not
obtained by December 31, 2000, the holders may, upon thirty days written notice
to the Company, accelerate maturity of the notes. Although the Company is
presently working on completion of the proxy statement for this approval, and
anticipates filing the proxy statement shortly, the Company did not receive the
requisite shareholder approval by December 31, 2000. The Company has not,
however, received any notice of acceleration from the holders. The Company
raised the maximum and closed the offering in March 2001. The purpose of the
private placement was to raise funds to enable the Company to commence its
plastic pail manufacturing operations. The Notes are convertible into one (1)
share of the Registrant s post reverse split common stock, for each $.40 of the
principal amount of the Notes tendered for conversion.

        The Company engaged in a subsequent private placement in which it raised
$230,000 in convertible notes. This offering closed in May 2001. These notes
maybe converted into shares of Beres common stock at $.30 per share. These notes
accrue interest at a rate of 9% per annum. As of March 31, 2002, no interest has
been paid on the notes and the Company has not received any notice of default
from the noteholders.
                                      -8-
<PAGE>


         The Stock Purchase Agreement further provides for completion of a
four-to-one reverse split of the Company's outstanding shares, including the
6,000,000 shares that have been or are due to be issued to BAP. Immediately
following approval of the reverse split, there will be issued to BAP, an
additional 4,900,400 shares, so that BAP would own or control a total of
6,400,400 shares, or approximately 56% of the outstanding shares of the Company
(not including shares issued to BAP partners who are also note holders),
assuming full conversion of the notes.

         Since completing the minimum amount of the Private Placement, the
Company has placed deposits for equipment and molds and has obtained financing
to enable it to purchase the equipment necessary to allow it to manufacture
plastic pails. For the fiscal year ended March 31, 2001, the Company financed
$2,574,000 to purchase approximately $3,540,000 in new equipment. For fiscal
year ended March 31, 2002 the Company financial $266,000 to purchase
approximately $350,000 in new equipment.


MATERIAL CHANGES IN FINANCIAL CONDITION

         The Company had working capital deficiency of approximately
($5,125,000) at March 31, 2002, as compared to working capital deficiency of
($2,797,000) at March 31, 2001. The decrease in working capital is a result of
expenditures the Company has made for equipment to commence its new plastic pail
manufacturing operation. At March 31, 2002, the Company had cash and cash
equivalents of approximately $83,000, as compared to $51,000 a year earlier.
This is a result of deposits made and expenses incurred in starting its plastic
pail operations.

         Management intends to make every effort to improve operating cash flows
including whatever cost cutting measures are necessary until higher sales levels
can be attained. Scheduled debt re-payments are expected to be met by cash flow.

         The Company has defaulted on the notes issued in its private placement,
although no noteholders have called their notes. As a result of such default,
the $1,230,000 in notes is reported as current debt. No interest has been paid
on the notes to date.

FORWARD LOOKING STATEMENTS

         This Form 10-KSB and the preceding Management's Discussion and Analysis
contains various forward-looking statements, which represent the Company's
beliefs or expectations regarding future events. The words "believes," "expect,"
"estimates" and similar expressions are intended to identify forward-looking
statements. Forward-looking statements include, without limitation, discussions
as to sales outlooks and outlooks for operating result. All forward-looking
statements involve a number of risks and uncertainties that could cause the
actual results to differ materially from the projected results, including
problems that may arise on the part of third parties over whom the Company has
little or no control. The impact of the foregoing could, in turn, have a
material adverse effect on the Company's results of operations and financial
condition.



                                      -9-
<PAGE>


Item 7.  Financial Statements and Supplementary Date:

INDEX TO FINANCIAL STATEMENTS - See Page F-1


Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure:

    NONE

                                    PART III


Item 9.  Directors and Executive Officers of the Registrant:

    The Company's Officers and Directors are as follows:

Name                  Age      Positions Held with the Registrant

Joel Schonfeld        67       Chairman of the Board and Director

Charles Beres, Sr.    83       Chairman of the Board and Director (resigned
                               May 2000)

Charles Beres, Jr.    54       President, Chief Executive
                               Officer, Chief Financial
                               Officer, Treasurer and Director

Lynn Jones            60       Executive Vice President-Operations

Joseph Delikat        60       Vice President, Secretary and Director
                               (resigned February 2000)

Andrea I. Weinstein   36       Director

Victor Weinstein      63       Director

         Joel Schonfeld was appointed Director and Chairman of the Board of the
Company on May 3, 2000. Mr. Schonfeld holds a Bachelor of Arts degree from
Adelphi College, and a Juris Doctor degree from Brooklyn Law School. Mr.
Schonfeld is a partner in the law firm of Schonfeld & Weinstein L.L.P. and has
practiced law for over 40 years. Mr. Schonfeld's term as a Director shall
continue until his successor is duly qualified and elected.

         Charles Beres, Jr., has been President, Chief Executive Officer and a
Director of Beres since 1972, Treasurer and Chief Financial Officer since
December, 1987 and Secretary from 1979 until February, 1986. Mr. Beres holds a
Bachelor of Science Degree in Mechanical Engineering from New York University
and a Masters in Business Administration from Fairleigh Dickinson University
that he received in 1970 and 1976, respectively. Mr. Beres was employed by the
Engineering Department of Beres from June, 1970 until November 1972 when he
became President and Chief Executive Officer. Mr. Beres was also Secretary of
Athenia and Supply Dynamics from July 1976 and October 1983, respectively, until
February 1986. Mr. Beres' term as a Director will continue until his successor
is duly elected and qualified.


                                      -10-
<PAGE>


         Andrea I. Weinstein was appointed Director of the Company on May 3,
2000. Ms. Weinstein holds a Bachelor of Arts degree from State University of New
York, Albany, and Juris Doctor degree from Columbia Law School. Ms. Weinstein is
a partner in the law firm of Schonfeld & Weinstein L.L.P. and has practiced law
since 1990. Ms. Weinstein's term as a Director shall continue until her
successor is duly qualified and elected. Ms. Weinstein is the daughter of Victor
W. Weinstein, who is a Director of the Company.

         Victor W. Weinstein was appointed Director of the Company on May 3,
2000. Mr. Weinstein is a Program Manager on the Real Estate and Construction
Staff of International Business Machines. Mr. Weinstein's term as a Director
shall continue until his successor is duly qualified and elected. Mr. Weinstein
is the father of Andrea I. Weinstein, who is a Director of the Company.


Item 10.  Executive Compensation:

     The following table sets forth the amount of all cash compensation paid to
the Company's most highly compensated executive officers and for all executive
officers as a group for the fiscal year ended March 31, 2001.

Name of Individual
or Number of            Capacities in                   Cash
Persons In Group        Which Served                    Compensation Paid*

Joel Schonfeld          Chairman of the Board              $   2,400

Charles Beres, Sr.      Chairman of the                    $  41,796
                        Board (Resigned 05/03/00)

Charles Beres, Jr.      Chief Executive                    $  95,777(1)
                        Officer, President,
                        Treasurer, Director

Harold Zuber            Vice President                     $  93,359(1)

Joseph Delikat          Vice President                     $ 146,782(1)(2)
                        Director (Resigned 02/2001)
-------------

* Includes bonuses and additional compensation paid for vacations not taken.

(1) In addition, the Company provides vehicles to and/or pays all related
expenses on behalf of these officers.

(2) Include severance pay of $75,000.



                                      -11-
<PAGE>


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


         The following table sets forth as of March 31, 2001, certain
information regarding the beneficial ownership of all officers, directors,
nominees, and the beneficial ownership of those persons owning five (5%) percent
or more of the outstanding shares of Beres' Common Stock, and the beneficial
ownership of all officers and directors as a group. Each of these persons
exercises sole discretion to vote and dispose of the shares beneficially owned.

                         Amt. of Shares
Name and Address         Beneficially        Percent of
of Beneficial Owner      Owned               Class            Title of Class
-------------------      -----               -----            --------------

Charles Beres, Sr.       1,878,667 (1)       11.3%          Common Stock
3227 Abbey Lane
Lavalette, N.J.

Charles Beres, Jr.         468,213 (2)       2.8%           Common Stock
16 Sunnydale Drive
Brick, N.J.

Joseph Delikat             240,000 (3)       1.4%           Common Stock
9 Forest Lane
Tabernacle, N.J.

Joel Schonfeld             960,000 (4)       5.8%           Common Stock
63 Wall St - Ste 1801
New York, NY

Andrea I. Weinstein        960,000 (4)       5.8%           Common Stock
63 Wall St - Ste 1801
New York, NY

Victor W. Weinstein        120,000           0.7%           Common Stock
250 Carol Close
Tarrytown, NY 10591

Kenneth Sokoloff         1,440,000 (4)       8.7%           Common Stock
29 Brookside Drive
Skillman, NJ

All Officers and         4,626,880            28%           Common Stock

Directors as a Group

(1)     Includes 313,561 shares held as of record by Mr. Beres' wife, Ann.
        Also includes the return to Treasury of 589,000 shares.
        (See "Certain Relationships and Related Transactions," below)

(2)     Includes an aggregate of 324,000 shares held as of record by Mr. Beres'
        wife, Patricia, and his three children, Charles, III, Jacqueline and
        Laura, in which Mr. Beres disclaims any beneficial ownership.

(3)     Includes 105,000 shares held of record by Mr. Delikat's wife,
        Rosemary.


                                      -12-
<PAGE>



(4)     These individuals and entities are beneficial owners of the
        number of shares disclosed.  Issuance of share certificates
        representing ownership of the shares was approved by the
        Company's Board of Directors on May 3, 2000.  Following
        completion of the Company's planned four to one reverse
        split, an additional 4,900,400 shares shall be issued to BAP, of which
        the disclosed individuals are partners.

Item 12.  Certain Relationships and Related Transactions:

         On October 8, 1999, the Company entered into a Stock Purchase Agreement
with Beres Acquisition Partnership ("BAP"). The purpose for the initiation of
the relationship between the Company and BAP was to provide the Company with a
business opportunity to establish a new product line, consisting of the
manufacture of five gallon plastic pails, and to assist with the raising of the
capital necessary to finance the introduction of the new product line. The Stock
Purchase Agreement, as amended, (the "Stock Purchase Agreement") provided that
BAP would be responsible for completing a Private Placement in the amount of
between $500,000 and $1,000,000 of the Company's 9% Convertible Subordinated
Promissory Notes (the "Notes"). The Notes which shall pay interest only until
their maturity date of December 31, 2004, and assuming receipt of Shareholder
approval of the four to one reverse split, are convertible at the rate of one
(1) share of the Company's post four to one Reverse Split Common Stock, for each
$.40 principal amount of the Notes. The Stock Purchase Agreement, as amended,
provides that the Company shall, as soon as possible after completion of the
minimum amount of the Private Placement, present to its Shareholders for
approval, a four to one reverse split of its outstanding shares of common stock.
As of March 31, 2002, the Company is in default of the notes issued the private
placement. As a result, the noteholders may demand repayment of the loans.

         The Stock Purchase Agreement, as amended, further provides that BAP,
and or its partners and assignees shall, upon completion of the minimum amount
of the Private Placement and receipt of commitments for New Equipment financing,
be issued 6,000,000 shares of Beres' restricted, unregistered pre-Reverse Split
shares. Immediately following shareholder approval of the Reverse Split, there
shall be issued to BAP and/or its partners and assignees, 4,900,400 shares of
Beres' post Reverse Split shares, so that the total number of shares issued to
BAP, after adjustment for the Reverse Split, shall be 6,400,400. The shares are
being issued to BAP for and in consideration of BAP's efforts towards raising
the capital necessary, and providing other services relative to the Company's
business expansion. The Company's management has determined that the foregoing
issuance is reasonable, in view of the new business that BAP has introduced to
Beres, BAP's efforts relative to arranging financing for the new equipment
required for the Company's business expansion, and BAP's efforts relative to
raising the equity and debt capital necessary to accomplish the business
expansion. The Stock Purchase Agreement provides that 20% (1,280,080) of the
shares to be issued to BAP, shall be escrowed to secure BAP's representation
that new business in the minimum amount of $1,500,000 shall be received in the
one (1) year following the date that the new equipment is operational.

         On May 3, 2000, the Company closed on $600,000 of the Private
Placement, and issued Notes to the subscribers in a like amount. On the same
date, Messrs. Charles Beres, Sr. and Harold Zuber resigned as Directors of the
Company, and Joel Schonfeld, Andrea I. Weinstein and Victor Weinstein were
appointed Chairman of the Board and Directors, respectively. This offering
closed in March 2001.




                                      -13-
<PAGE>

         BAP and the Company have agreed to pay Parrex Associates, Inc. and W.K.
Ledgard, Jr. d/b/a Golfview Management, a total of five (5%) percent of the net
proceeds of the sale of the Notes, (up to a maximum of $75,000), together with
62,500 shares of the Company's post Reverse Split restricted, unregistered
shares, in compensation for services performed relative to introducing BAP to
the Company. Beres has agreed, for a period of one (1) year after issuance of
the shares, to use its best efforts to include the shares in any registration
statement filed during that period.

         In or about April, 1986, the Company issued 1,200,000 shares of the
restricted, unregistered Common Stock of the Company to its former Chairman of
the Board, Charles Beres, Sr., in exchange for a Promissory Note executed by Mr.
Beres to the Company in the amount of $300,000. The Promissory Note provided for
payments of interest only until June 30, 1988 and quarterly payments of
principal in the amount of $37,500, plus interest until the note was paid in
full. Subsequent to the issuance of the shares to Mr. Beres, it was determined
that the New Jersey Business Corporation Act did not, at the time that the
shares were issued, authorize the issuance of shares in exchange for a
promissory note. As a consequence, Mr. Beres has ceased making payments of
principal and interest, and has agreed to return 589,000 shares of Beres' common
stock, owned by him, to the Company's Treasury. There is presently outstanding
on the loan $147,000 principal, plus $23,000 of accrued interest, which will be
discharged in exchange for return of the shares. On May 3, 2000, Mr. Beres
tendered back to the Company the shares, and the Company discharged Mr. Beres
from the balance due, if any, under the Promissory Note.

Item 13.  Exhibits, Financial Statement Schedules and Reports on Form
10-K and Reports on Form 8-K:

(a)      1.   See Index to Financial Statements                   F-l

         2.   The exhibits, which are required by Item 601 of Regulations S-K
              that are hereby incorporated by reference pursuant to Rule 12b-23
              are as follows:

              (3.)      Articles of Incorporation and By-Law. (1)

              (9.)      Voting Trust Agreement (1)

              (10.38)   Note by and between the Registrant and Charles Beres
                        Sr., dated April 13, 1987. (1)

              (28.17)   Term Note with Agreement between Beres Indus- tries,
                        Inc. and First Fidelity Bank, N.A. dated March 29, 1994
                        (the "First Fidelity Loan"). (1)

              (28.18)   Term Loan Agreement between Beres Industries, Inc. and
                        First Fidelity Bank, N.A., dated March 29, 1994 (the
                        "First Fidelity Loan"). (1)

              (28.19)   Mortgage, Assignment of Leases and Security Agreement
                        between Beres Industries, Inc. and First Fidelity Bank,
                        N.A., dated March 29,1994 (the "First Fidelity Loan").
                        (1)



                                      -14-
<PAGE>


              (28.20)   Guaranty and Suretyship of Athenia Plastic Mold Corp.as
                        to the First Fidelity Loan. (1)

              (28.21)   Guaranty and Suretyship of Supply Dynamics, Inc. as to
                        the First Fidelity Loan. (1)

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


(1)   Incorporated herein by reference to Form 10-K for the year ended March 31,
      1995 as filed with the Securities and Exchange Commission.

















                                      -15-
<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                             BERES INDUSTRIES, INC.
                                                  (Registrant)


                                     BY:    /s/ JOEL SCHONFELD
                                            ------------------
                                            Joel Schonfeld
                                            Chairman of the Board

                                     Dated: July 1, 2002

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the following persons on behalf of the Registrant and in the capacities and on
the date indicated have signed this report below.


                                     BY:    /s/ JOEL SCHONFELD
                                            ------------------
                                            JOEL SCHONFELD
                                            Chairman of the Board, Director

                                     Dated: July 1, 2002


                                     BY:
                                            CHARLES BERES, JR.,
                                            Director

                                     Dated:


                                     BY:    /S/ ANDREA I. WEINSTEIN
                                            -----------------------
                                            ANDREA I. WEINSTEIN,
                                            Director

                                     Dated: July 1, 2002








                                      -16-
<PAGE>




                             BERES INDUSTRIES, INC.

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2002










<PAGE>


                             BERES INDUSTRIES, INC.
                        CONTENTS TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002





                                                                     PAGE
                                                                     ----

Independent Auditors' Report                                         F-2

Financial Statements:

         Balance Sheet as of March 31, 2002                          F-3

         Statements of Operations
          For the Years Ended March 31, 2002 and 2001                F-4

         Statements of Changes in
          Stockholders' Equity
          For the Years Ended March 31, 2002 and 2001                F-5

         Statements of Cash Flows
          For the Years Ended March 31, 2002 and 2001                F-6

         Notes to Financial Statements                               F-7 to F-19


<PAGE>






INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
BERES INDUSTRIES, INC.

We have audited the accompanying balance sheet of Beres Industries, Inc. as of
March 31, 2002, and the related statements of operations, changes in
stockholders' equity and cash flows for each of the two years in the period
ended March 31, 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Beres Industries, Inc. as of
March 31, 2002, and the results of its operations and its cash flows for each of
the two years in the period ended March 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has experienced significant operating losses
in the current and prior years, is in technical default on covenants of certain
loan agreements and has a significant working capital deficiency at March 31,
2002. These conditions raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



WITHUM, SMITH & BROWN
TOMS RIVER, NJ
June 11, 2002




                                       F-2




See accompanying notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>




                             BERES INDUSTRIES, INC.
                                  BALANCE SHEET
                                 MARCH 31, 2002


               ASSETS
Current Assets:
<S>                                                         <C>
     Cash and cash equivalents                              $    83,000
     Accounts receivable, less allowance for
       doubtful accounts of $54,000                             682,000
     Inventories:
         Raw materials                                          121,000
         Finished goods                                         166,000
     Prepaid expenses and other current assets                   23,000
                                                            -----------
               Total Current Assets                           1,075,000

Property, Plant and Equipment - Net                           4,480,000

Other Assets                                                    125,000
                                                            -----------

               TOTAL ASSETS                                 $ 5,680,000
                                                            ===========


               LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Line of credit payable                                 $   518,000
     Current maturities of long-term debt                     2,849,000
     Current maturities of capital lease obligations              4,000
     Current maturities of convertible subordinated notes     1,230,000
     Accounts payable and accrued expenses                    1,599,000
                                                            -----------
               Total Current Liabilities                      6,200,000

Long-Term Debt, Less Current Maturities                         349,000

Capital Lease Obligations, Less Current Maturities                7,000



Stockholders' Equity:
     Common stock, par value $.02 per share:
      Authorized - 21,000,000 shares
      Issued and outstanding - 15,913,000 shares                318,000
                                                                330,000
     Capital in excess of par value                           3,333,000
     Accumulated deficit
                                                            -----------
                                                             (4,527,000)
                                                            -----------

               Total Stockholders' Equity (Deficit)            (876,000)
                                                            -----------

               TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY    $ 5,680,000
                                                            ===========
</TABLE>



                                       F-3




See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>


                             BERES INDUSTRIES, INC.
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001



                                                      2002            2001
                                                      ----            ----


<S>                                               <C>             <C>
Net Sales                                         $  5,687,000    $    945,000

Costs and Expenses:
     Cost of goods sold                              5,248,000         760,000
     Selling, general and administrative
   expenses                                          1,097,000         461,000
Consultant compensation                                   --           105,000
                                                  ------------    ------------

     Total Costs and Expenses                        6,345,000       1,326,000
                                                  ------------    ------------

Operating Loss                                        (658,000)       (381,000)

Other Income (Expense):
     Interest and other income                          19,000          13,000
     Gain on sale of assets                               --           210,000
     Interest expense                                 (486,000)       (188,000)
                                                  ------------    ------------

               Total Other Income (Expense)-Net       (467,000)         35,000
                                                  ------------    ------------

Loss From Continuing Operations                     (1,125,000)       (346,000)

Income (Loss) From Discontinued Operations              42,000        (357,000)
                                                  ------------    ------------

Net Loss                                          $ (1,083,000)   $   (703,000)
                                                  ============    ============

Net Loss From Continuing Operations
 Per Common Share -
 Basic and Diluted                                $       (.07)   $      (.02)

Net Income (Loss) From Discontinued
 Operations
 Per Common Share -
     Basic and Diluted                                    --              (.03)
                                                  ------------    ------------

Net Loss Per Common Share -
     Basic and Diluted                            $       (.07)   $       (.05)
                                                  ============    ============

Shares Used in Per Share Calculation:
     Basic and Diluted                              15,913,000      12,835,458
                                                  ============    ============


</TABLE>



See accompanying notes to financial statements.

                                       F-4


<PAGE>
<TABLE>
<CAPTION>


                                                            BERES INDUSTRIES, INC.
                                                STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                                 FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

                                                     ACCUMULATED                                                  TOTAL
                                    CAPITAL IN         OTHER                                       TREASURY    STOCKHOLDERS'
                     COMMON STOCK   EXCESS OF      COMPREHENSIVE   ACCUMULATED    COMMON STOCK       STOCK        EQUITY

                       PAR VALUE    PAR VALUE          INCOME        DEFICIT      RECEIVABLE        AMOUNT        DEFICIT
                       ---------    ---------          ------        -------      ----------        ------        -------

Balance
<S>                    <C>            <C>            <C>            <C>            <C>            <C>            <C>
March 31, 2000        $   248,000    $ 3,445,000    $     4,000    $(2,741,000)   $  (170,000)   $      --      $   786,000

Net Loss                     --             --             --         (703,000)          --             --         (703,000)

Exchange of
Treasury Stock
for note receivable          --             --             --             --          170,000       (147,000)        23,000

Issuance of
common stock
for services               82,000         23,000           --             --             --             --          105,000

Other
 Comprehensive
 Income (Loss)               --             --           (4,000)          --             --             --           (4,000)
                      -----------    -----------    -----------    -----------    -----------    -----------    -----------

Total
 Comprehensive
 Loss

Balance,
 March 31,2001            330,000      3,468,000           --       (3,444,000)          --         (147,000)       207,000

Net Loss                     --             --             --       (1,083,000)          --             --       (1,083,000)

Retirement of
 Treasury
  Stock                   (12,000)      (135,000)          --             --             --          147,000           --
                      -----------    -----------    -----------    -----------    -----------    -----------    -----------

Total
 Comprehensive
  Loss

Balance,
 March 31,2002        $   318,000    $ 3,333,000    $      --      $(4,527,000)   $      --      $      --      $  (876,000)
                      ===========    ===========    ===========    ===========    ===========    ===========    ===========







                                  TOTAL
                              COMPREHENSIVE
                               INCOME (LOSS)
Balance
March 31, 2000

Net Loss                          (703,000)

Exchange of
Treasury Stock
for note receivable

Issuance of
common stock
for services

Other
 Comprehensive
 Income (Loss)                      (4,000)
                               -----------

Total
 Comprehensive
 Loss                             (707,000)

Balance,
 March 31,2001

Net Loss                        (1,083,000)

Retirement of
 Treasury
  Stock                               --
                               -----------

Total
 Comprehensive
  Loss                          (1,083,000)

Balance,
 March 31,2002
                               ===========

</TABLE>




See accompanying notes to financial statements.

                                       F-5


<PAGE>


<TABLE>
<CAPTION>








                             BERES INDUSTRIES, INC.
                            STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

                                                             2002           2001
                                                             ----           ----
<S>                                                     <C>            <C>
     Net loss                                           $(1,125,000)   $  (346,000)
     Adjustments to reconcile net loss from
     continuing operations to net cash used
       in operating activities:
       Depreciation and amortization                        466,000        101,000
       Gain on sale of equipment                               --         (210,000)
       Noncash compensation expense                            --          105,000
       Noncash interest expense on conversion of
       note receivable into treasury stock                     --           23,000
       Changes in operating assets and liabilities:
           Accounts receivable - trade                     (629,000)       148,000
           Inventories                                     (224,000)        57,000
           Prepaid expenses & other current assets          (10,000)        (1,000)
           Other assets                                      (3,000)        (4,000)
           Accounts payable and accrued expenses          1,034,000        330,000
           Customer deposits                                   --         (131,000)
                                                        -----------    -----------
               Net cash provided by(used in)
                operating activities                       (491,000)        72,000

Cash Flows From Investing Activities:
      Deposits on machinery and equipment                    64,000        (64,000)
      Proceeds from sale of equipment                          --          279,000
      Purchase of equipment                                 (76,000)      (966,000)
                                                        -----------    -----------
Proceeds from sale of equipment                             279,000           --
                                                        -----------    -----------
             Net cash used in investing activities          (12,000)      (751,000)

Cash Flows From Financing Activities:
      Principal payments on long-term debt                 (355,000)       (89,000)
      Principal payments on capital lease
       obligations                                           (3,000)       (24,000)
      Line of credit proceeds, net                          511,000           --
      Proceeds from long-term debt, net of deferred
      finance costs of $12,000 and $63,000                  302,000        937,000
                                                        -----------    -----------
             Net cash provided by financing
              activities                                    455,000        824,000
                                                        -----------    -----------
             Net cash provided by (used in)continuing
              operations                                    (48,000)       145,000

             Net cash provided by (used in)
            discontinued operations                          80,000       (353,000)
                                                        -----------    -----------

Net Increase (Decrease) In Cash And Cash
   Equivalents                                               32,000       (208,000)

Cash And Cash Equivalents, Beginning Of Year                 51,000        259,000
                                                        -----------    -----------

Cash And Cash Equivalents, End Of Year                  $    83,000    $    51,000
                                                        ===========    ===========

</TABLE>









See accompanying notes to financial statements.

                                       F-6



<PAGE>

<TABLE>
<CAPTION>

                             BERES INDUSTRIES, INC.
                            STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

                                                          2002      2001
                                                          ----      ----

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Cash paid during the year for:
<S>                                                  <C>          <C>
        Interest                                     $  314,000   $   64,000
        Income taxes                                       --     $     --

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES:
      Conversion of note receivable - common stock
       into treasury stock                           $     --     $  170,000
      Accrued expense incurred for deferred debt
       expense                                       $     --     $   56,000
      Acquisition of machinery and equipment
       through the incurrence of long-term debt      $  266,000   $2,559,000
      Acquisition of machinery and equipment
       through the incurrence of capital lease
       obligation                                    $     --     $   15,000
      Retirement of treasury stock                   $  147,000   $     --

</TABLE>


See accompanying notes to financial statements.

                                       F-7


<PAGE>




                             BERES INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

                   NATURE OF BUSINESS - The Company's principal business is the
                   manufacturing and sale of injection molded five gallon
                   plastic buckets. The Company's customers range from local to
                   multi-national companies and are located primarily in the
                   United States.

                   BASIS OF PRESENTATION - In January 2001, the Company
                   discontinued its finished ribbon segment. In August 2001, the
                   Company discontinued its precision engineered molding
                   segment. As a result, the financial statements and related
                   footnotes have been restated to present the results of these
                   segments as discontinued operations(See Note 3).

                   CASH AND CASH EQUIVALENTS - Cash and cash equivalents include
                   cash on hand and in the bank as well as all short term
                   securities held for the primary purpose of general liquidity.
                   Such securities normally mature within three months from the
                   date of acquisition.

                   MARKETABLE SECURITIES - All marketable securities are
                   classified as available for sale under Statement of Financial
                   Accounting Standard No. 115 "Accounting for Certain
                   Investments in Debt & Equity Securities" and are stated at
                   fair value based upon market quotes. Unrealized holding gains
                   and losses are reported as a component of comprehensive
                   income (loss) until realized. Realized gains and losses are
                   determined using the specific identification method.

                   REVENUE RECOGNITION - Sales are recognized as products are
                   shipped.

                   INVENTORIES - Inventories are stated at the lower of cost
                   (first-in, first-out method) or market.

                   PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment
                   are stated at cost. The Company provides for depreciation and
                   amortization using the straight-line method, based upon
                   estimated useful lives of 5 to 10 years for machinery,
                   equipment, furniture and fixtures, 31 to 40 years for
                   buildings and 10 years for building improvements.

                   DEFERRED FINANCE COSTS - The Company incurred costs
                   associated with the financing of private placement funding
                   which are recorded as other assets. The costs are being
                   amortized on a straight line basis over the terms of the
                   convertible note agreements which all expire in December
                   2004.

                   IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS - In August 2001,
                   the FASB issued SFAS No. 144 "Accounting for the Impairment
                   or disposal of Long-Lived Assets, which addresses financial
                   accounting and reporting for the impairment or disposal of
                   long-lived assets and supercedes SFAS No. 121. Accounting for
                   the Impairment of Long-Lived Assets to be Disposed Of
                   Statement 144 is effective for the Company beginning on
                   January 1, 2002. The Company does not expect that the
                   adoption of SFAS No. 144 will have a significant


                                      F-8

<PAGE>








                             BERES INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

                   impact on the Company's financial position or results of
                   operations.

                   In June 2001, the FASB issued SFAS No. 141, Business
                   Combinations, and No. 142 Goodwill and Other Intangible
                   Assets, effective for fiscal years' beginning after December
                   15, 2001. Under the new rules goodwill and intangible assets
                   deemed to have indefinite lives will no longer be amortized
                   but will be subject to annual impairment tests in accordance
                   with the Statements. Other intangible assets will continue to
                   be amortized over their useful lives. The adoption of this
                   statement will not have a significant impact on the Company's
                   financial position or results of operations.

                   INCOME TAXES - Deferred income tax assets and liabilities are
                   recognized for the differences between financial and income
                   tax reporting basis of assets and liabilities based on
                   enacted tax rates and laws. The deferred income tax provision
                   or benefit generally reflects the net change in deferred
                   income tax assets and liabilities during the year. The
                   current income tax provision reflects the tax consequences of
                   revenues and expenses currently taxable or deductible on the
                   Company's various income tax returns for the year reported.

                   RECLASSIFICATIONS - Certain amounts previously reported in
                   the March 31, 2001 financial statements have been
                   reclassified to conform with the March 31, 2002 presentation.

                   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.

                   NET LOSS PER COMMON SHARE - The Company follows Statement of
                   Financial Accounting Standards No. 128 (SFAS No. 128),
                   "Earnings Per Share". SFAS No. 128 superseded Accounting
                   Principles Board Opinion No. 15 (APB 15), "Earnings Per
                   Share", and other related interpretations. Basic earnings per
                   share is based upon weighted-average common shares
                   outstanding. Dilutive earnings per share is computed using
                   the weighted-average common shares outstanding plus any
                   potentially dilutive securities.

                   The following tables set forth the computations of basic and
                   diluted net loss per common share for continuing operations
                   and discontinued operations:




                                      F-9
<PAGE>







                     BERES INDUSTRIES, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

         NET LOSS PER COMMON SHARE (CONTINUED):

                                                2002               2001
                                                ----               ----
         CONTINUING OPERATIONS:
         Numerator for basic and
          diluted net loss per
          common share for continuing
          operations                    $     (1,125,000)      $      (346,000)
                                        ================       ===============

         Denominator for basic and
          diluted net loss per common
          share - adjusted weighted
          average shares for
          continuing operations         $     15,913,000            12,835,458
                                        ================       ===============

         Basic and diluted net loss
          per common share for
          continuing operations         $           (.07)      $          (.02)
                                        ================       ===============

         DISCONTINUED OPERATIONS:
         Numerator for basic and
          diluted net loss per common
          share for discontinued
          operations                    $         42,000       $      (357,000)
                                        ================       ===============

         Denominator for basic and
          diluted net loss per common
          share - adjusted weighted
          average shares for
          discontinued operations             15,913,000            12,835,458
                                        ================       ===============

         Basic and diluted net income
          (loss) per common share for
          discontinued operations       $              -       $          (.03)
                                        ================       ===============

                   The convertible notes were outstanding during 2001 but were
                   not included in the computation of diluted net loss per
                   common share because the effect in years with a net loss
                   would be antidilutive. Therefore, basic and diluted
                   computations are the same in both 2002 and 2001.





                                      F-10
<PAGE>






                             BERES INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - GOING CONCERN:

                  The financial statements have been prepared on a going concern
                   basis, which contemplates the realization of assets and the
                   satisfaction of liabilities in the normal course of business.
                   The Company has experienced recurring net losses of
                   $1,083,000, $703,000 and $255,000 for the years ended March
                   31, 2002, 2001 and 2000, respectively. As of March 31, 2002,
                   the Company also had a working capital deficiency of
                   $5,125,000. As described in Note 7, the Company is also in
                   default on certain covenants of its loan agreements at March
                   31, 2002. The lenders may demand repayment of the loans.
                   These factors raise substantial doubt about the Company's
                   ability to continue as a going concern.

                  Management has developed a plan to increase its cash flows by
                   correcting production problems with its standard size pail,
                   and reducing the workforce. Subsequent to the year end, the
                   Company entered into an agreement to pay their two largest
                   creditors one-half payments for five months. (See Note 14).
                   The ability of the Company to continue as a going concern is
                   dependent on the success of this plan. There can be no
                   assurance that they will be successful in this regard. The
                   financial statements do not include any adjustments that
                   might be necessary if the Company if unable to continue as a
                   going concern.

NOTE 3 - DISCONTINUED OPERATIONS:

                   On January 1, 2001, the Company's Board of Directors approved
                   management's plan to dispose of the Company's finished ribbon
                   products business to allow for expansion of the molding
                   division. In August 2001, the Company's Board of Directors
                   also discontinued the Company's precision engineered molding
                   division.

                   Pursuant to Accounting Principles Board 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
                   (APB 30), the financial statements have been reclassified to
                   reflect these discontinued segments. Accordingly, the
                   revenues, costs and expenses, assets and liabilities, and
                   cash flows of these segments have been segregated in the
                   Balance Sheet, Statements of Operations and Statements of
                   Cash Flows. The net operating results, net assets and net
                   cash flows of these segments have been reported as
                   Discontinued Operations.



                                      F-11
<PAGE>





                             BERES INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 3 - DISCONTINUED OPERATIONS (CONTINUED):

                   Certain information with respect to the discontinued
operations for 2002 and 2001 are as follows:
                                                     2002            2001
                                                     ----            ----

         Net Revenues                          $    91,000   $      718,000

         Cost of Goods Sold                        115,000          555,000

         Selling, General & Administrative              -           522,000

         Gain on Sale of Assets                     66,000            2,000
                                               -----------   --------------

         Income (Loss) from Discontinued
          Operations                           $    42,000   $     (357,000)
                                               ===========   ==============


NOTE 4 - PROPERTY, PLANT AND EQUIPMENT:

                   Property, plant and equipment at March 31, 2002 is summarized
                   as follows:

        Land                                        $              50,000
        Building and building improvements                      1,719,000
        Machinery and equipment                                 4,111,000
        Automotive equipment                                       10,000
        Furniture and fixtures                                     99,000
                                                    ---------------------
                                                                5,989,000
        Less: Accumulated depreciation                          1,509,000
                                                    ---------------------
                                                    $           4,480,000
                                                    =====================

                   Assets held under capital lease obligations at March 31, 2002
                   are included in property, plant and equipment as follows:

       Machinery and equipment                     $ 15,000
       Less: Accumulated amortization                 2,000
                                                   --------
                                                   $ 13,000
                                                   ========

                   Depreciation and amortization of property, plant and
                   equipment included as a charge to continuing operations
                   amounted to $431,000 for 2002 and $81,000 for 2001.



                                      F-12
<PAGE>






                             BERES INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 5 - DEFERRED FINANCE COSTS:

                   Deferred finance costs which are included in other assets as
                   of March 31, 2002 are summarized as follows:

                   Capitalized costs                    $          138,000

                   Less: Accumulated Amortization                   56,000
                                                        ------------------

                   Deferred Finance Costs - Net         $           82,000
                                                        ==================

                   Amortization of deferred finance costs included as a charge
                   to operations amounted to $35,000 and $21,000 for the years
                   ended March 31, 2002 and 2001, respectively.

NOTE 6 - LINE OF CREDIT PAYABLE:

                   In June 2001, the Company entered into a revolving line of
                   credit agreement for borrowings not to exceed the lesser of
                   $1,500,000 or an amount equal to eighty percent of accounts
                   receivable plus the lesser of $250,000 or the lesser of fifty
                   percent of inventory or eighty percent of the appraised
                   liquidation or auction sale value of inventory.

                   Interest is due monthly at .25% above prime rate of interest,
                   due April 30, 2004. The line is secured by accounts
                   receivable, inventory and all other property of the Company.
                   The outstanding balance as of March 31, 2002 is $518,000.

NOTE 7 - LONG-TERM DEBT:

                   Long-term debt at March 31, 2002 is summarized as follows:

                   Mortgage payable to bank, interest at 8.6%, due November
                   2006. The loan is secured by a first lien on the building and
                   improvements and certain fixtures, machinery and systems
                   servicing the building therein.                     $ 555,000

                   Note payable to finance company, interest at 9.75%, due March
                   2006. The loan is secured by equipment.               860,000
                                                                 ---------------

                       Subtotal to next page                           1,415,000



                                      F-13
<PAGE>






                             BERES INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 7 - LONG-TERM DEBT (CONTINUED):

                   Subtotal from previous page              $          1,415,000

                   Note payable to finance company, interest at 9.75%,
                   due March 2006.
                   The loan is secured by equipment.                     860,000

                   Note payable to vendor, interest at 9.2%, due
                   March 2003.
                   The loan is secured by equipment.                     153,000

                   Note payable to finance company, interest at 11%,
                   due February 2005.
                   The loan is secured by equipment.                      54,000

                   Note payable to finance company, interest at 12%,
                   due February 2005.
                   The loan is secured by equipment.                      17,000

                   Note payable to finance company, interest at 10%,
                   due November 2003.
                   The loan is secured by equipment.                     369,000

                   Note payable to Lakewood Development Corporation,
                   interest at 3.5%, due August 2011.  The loan is
                   secured by a second lien on the building and
                   improvements.                                         330,000
                                                               -----------------

                   Total long-term debt                                3,198,000

                       Less: Current maturities                        2,849,000
                                                               -----------------

                   Long-Term Debt, Less Current Maturities     $         349,000
                                                            ====================

                   Future maturities of long-term debt are as follows:

                       YEAR ENDING MARCH 31
                            2003                               $   2,849,000
                            2004                                      56,000
                            2005                                      57,000
                            2006                                      34,000
                            2007                                      35,000
                            2008 and subsequent                      167,000
                                                               -------------
                                Total                          $   3,198,000
                                                               =============

                   The Company is subject to a number of covenants under these
                   debt agreements. Due to a default associated with the
                   covenant for the convertible subordinated notes, the mortgage
                   covenants and covenants of certain other debt were not met.
                   Therefore the otherwise long-term portion of this debt in the
                   amount of $2,100,000 is classified as current as of March 31,
                   2002.


                                      F-14
<PAGE>






                             BERES INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 8 - CONVERTIBLE SUBORDINATED NOTES:

                   Convertible subordinated notes at March 31, 2002 are
summarized as follows:

                   Convertible subordinated notes, interest at 9%, due December
                   2004. Interest is payable semi-annually on June 30 and
                   December 31. The notes are convertible anytime at a rate of
                   one share of common stock for each $.40 principal amount of
                   the note. The notes are secured by a third lien on the
                   building and land. Of this amount,$25,000 is due to
                   related parties.                       $         1,000,000

                   Convertible subordinated notes, interest at 9%, due December
                   2004. Interest is payable semi-annually on June 30 and
                   December 31. The notes are convertible anytime at a rate of
                   one share of common stock for each $.30 principal amount of
                   the note. The notes are secured by a third lien on the
                   building and
                   land.                                              230,000
                                                         --------------------

                   Total                                            1,230,000

                   Less:  Current maturities                        1,230,000
                                                         --------------------

                   Convertible Subordinated Notes - Less
                     Current Maturities                                    -
                                                         ====================

                   The Company is subject to a number of covenants under these
                   convertible subordinated notes. Various covenants requiring a
                   reverse stock split by December 31, 2000 and semi-annual
                   interest payments have not been met, and therefore, the
                   Company is in default as of March 31, 2002. Therefore, the
                   convertible subordinated notes are classified as current as
                   of March 31, 2002.


                                      F-15
<PAGE>






                             BERES INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 9 - COMMITMENTS AND CONTINGENCIES:
                   The Company leases equipment under an obligation classified
                   as a capital lease with an interest rate of 11.7%. The
                   following is a schedule of future minimum rental payments
                   required for the noncancellable capital lease with an initial
                   or remaining lease term in excess of one year at March 31,
                   2002.

                     Years Ending
                       MARCH 31                                           AMOUNT

                           2002                           $          5,000
                           2003                                      5,000
                           2004                                      3,000
                           2005  and subsequent                       -
                                                          -------------------
                                                                    13,000
                     Less:  Amounts representing
                             interest                                2,000
                                                          ---------------------

                     Present value of future
                      minimum lease payments             $          11,000
                                                         =======================

NOTE 10 - INCOME TAXES:

                    Due to losses generated in both years, there is no provision
                    for income taxes for the years ended March 31, 2002 and
                    2001.

                    Temporary differences which give rise to significant
                    deferred income tax assets and (liabilities) at March 31,
                    2002 follow:

                    Deferred Income Tax Assets:

                     Allowance for Doubtful Accounts         $     18,000
                     Net Operating Loss Carryforwards            1,597,000
                     Valuation Allowance                        (1,583,000)
                                                            --------------
                                                                    32,000
                     Deferred Income Tax Liabilities:

                     Accumulated Depreciation                      (32,000)
                                                              ------------


                     Net Deferred Income Tax Asset          $           -
                                                            ==============

                     During the year ended March 31, 2002, the valuation
                     allowance increased $444,000 due primarily to an increase
                     in the deferred tax asset for net operating loss
                     carryforwards.




                                      F-16
<PAGE>






                             BERES INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 10 - INCOME TAXES (CONTINUED):

                    At March 31, 2002, the Company had net operating loss
                    carryforwards for federal income tax purposes of
                    approximately $4,600,000 that begin to expire in the year
                    2003, and approximately $2,200,000 for state income tax
                    purposes, which will expire in the years 2003 thru 2009.

                    A reconciliation of the Company's expected income tax
                    benefit at the federal statutory rate to the Company's
                    effective tax benefit rate is as follows:

                                                            2002        2001
                                                            ----        ----

                   U.S. Federal Statutory Tax Benefit Rate   (34.0)%    (34.0)%
                   Increase in Valuation Allowance            34.0 %     34.0 %
                                                             -----      -----
                   Effective Tax Benefit Rate                   -          -
                                                                ==        ===


NOTE 11 - MAJOR CUSTOMERS AND CREDIT RISK CONCENTRATIONS:

                    Major Customers and Credit Risk Concentrations - Accounts
                    receivable from and sales to unaffiliated customers in
                    excess of 10% of such net sales were as follows:

<TABLE>
<CAPTION>
                                            Accounts Receivable                            Sales for the
                                               at March 31:                               Year Ended March 31:
                                        2002                 2001                     2002                     2001
                                        ----                 ----                     ----                     ----

<S>                               <C>                  <C>                    <C>                            <C>
                     Customer A   $             -      $             -        $                  -           $         181,000
                     Customer B   $             -      $             -        $                  -           $         397,000
                     Customer C   $             -      $         12,000       $                  -           $         178,000
                     Customer D   $        258,000     $         56,000       $           3,856,000          $         114,000
                     Customer E   $        121,000     $             -        $             632,000          $              -
</TABLE>


NOTE 12- FAIR VALUE OF FINANCIAL INSTRUMENTS:

                    The amounts included in the balance sheet as of March 31,
                    2002 for cash and cash equivalents, accounts receivable,
                    accounts payable and accrued expenses and other liabilities
                    approximate fair value because of the short-term nature of
                    these instruments. The carrying value of long-term debt
                    approximates the estimated fair value because the long-term
                    debt is at interest rates comparable to rates currently
                    available to the Company for debt with similar terms and
                    remaining maturities.


                                      F-17
<PAGE>






                             BERES INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 13- SEGMENT INFORMATION:

                    In 1997, the Financial Accounting Standards Board issued
                    SFAS No. 131, "Disclosures about Segments of an Enterprise
                    and Related Information," which has been adopted by the
                    Company. SFAS No. 131 requires companies to report financial
                    and descriptive information about its reportable operating
                    segments, including segment profit or loss, certain specific
                    revenue and expense items and segment assets, as well as
                    information about the revenues derived from the Company's
                    products and services, the countries in which the Company
                    earns revenues and holds assets, and major customers.

                    Corporate assets consist of cash and cash equivalents,
                    prepaid expenses, all fixed assets other than machinery and
                    equipment and other assets. General corporate expenses,
                    amortization of finance costs, interest expense, and
                    interest income are classified as "corporate and other". All
                    other assets and expenses are identifiable with specific
                    segments.

                    Information about segments follows:

<TABLE>
<CAPTION>
                                                         Operating
                                                          Earnings         Identifiable       Depreciation & Capital
                                      SALES             (LOSSES)            ASSETS           AMORTIZATION EXPENDITURES
2002:
<S>                            <C>                <C>                    <C>                   <C>                 <C>
Injection Molding              $       5,687,000  $         64,000       $  4,447,000          $    375,000        $      342,000
Discontinued
 Operation                                91,000            42,000                 -                     -                     -
Corporate & Other                             -         (1,189,000)         1,233,000                91,000                    -
                               -----------------  ----------------       ------------          ------------        --------------
                               $       5,778,000  $     (1,083,000)      $  5,680,000          $    466,000        $      342,000
                               =================  ================       ============          ============        ==============

2001:
Injection Molding              $         945,000     $     (45,000)      $  3,629,000          $     23,000        $    3,535,000
Discontinued
 Operation                               718,000          (357,000)            39,000                    -                     -
Corporate & Other                             -           (301,000)         1,321,000                78,000                 5,000
                               -----------------     -------------       ------------          ------------        --------------
                               $       1,663,000     $    (703,000)      $  4,989,000          $    101,000        $    3,540,000
                               =================     =============       ============          ============        ==============
</TABLE>


NOTE 14 - SUBSEQUENT EVENTS:

                  Subsequent to March 31, 2002, two of the Company's largest
                  secured creditors agreed to a five-month moratorium whereby
                  the Company will make one-half payments from June thru
                  November 2002. The remaining unpaid principal will be added to
                  the end of the repayment period.




                                      F-18
<PAGE>