UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-KSB

            ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934



For the fiscal year ended January 31, 2002


                       KIK TECHNOLOGY INTERNATIONAL, INC.
                 ---------------------------------------------
             (Exact name of registrant as specified in its charter)



               California              000-1109664               91-2021602
--------------------------------   -------------------      --------------------
(State or other jurisdiction          (Commission              (IRS Employer
 of incorporation)                    file number)         Identification No.)


590 Airport Road
Oceanside, CA                                                    92054
---------------------------------------                    ---------------------
(Address of principal executive offices)                      (Zip Code)



Registrant's telephone number: (760) 967-2777

Securities registered under Section 12(b) of the Exchange Act:


   Title of each class                                   Name of each exchange
                                                          on which registered
           None
-------------------------                               ------------------------


Securities registered under Section 12(g) of theExchange Act:

                         Common Stock, $0.001 par value
                                (Title of class)

Copy of Communications to:

                              Mintmire & Associates
                              Donald F. Mintmire, Esq.
                              265 Sunrise Avenue, Suite 204
                              Palm Beach, FL 33480


<PAGE>



Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

        Yes 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 registrant's revenues for the year ended January 31, 2002 were $2,567,412.

The aggregate market value of the voting common equity held by non-affiliates as
of May 2, 2002 was $1,267,000 based upon 23,985,000 shares  outstanding of which
6,335,000 was held by  non-affiliates  and a share price of $0.20. No non-voting
common equity is outstanding.


<PAGE>


PART 1........................................................................4

   Item 1. Description of Business............................................4

   Item 2. Description of Property............................................8

   Item 3. Legal Proceedings..................................................8

   Item 4. Submission of Matters to a Vote of Security Holders................8

Part II.......................................................................8

   Item 5. Market for Common Equity and Related Stockholder Matters...........8

   Item 6. Management's Discussion and Analysis of Financial
           Condition and Results of Operations................................8

   Item 7. Financial Statements..............................................13

   Item 8. Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure...............................29

   Item 9. Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange Act........29

   Item 10. Executive Compensation...........................................31

   Item 11. Security Ownership of Certain Beneficial Owners and Management...32

   Item 12. Certain Relationships and Related Transactions...................32

   Item 13. Exhibits and Reports on Form 8-K.................................32

   SIGNATURES................................................................33


<PAGE>




                                     PART 1


Item 1. Description of Business

Business Development

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expresses   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and Market conditions;  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions,  raw material costs and
availability,  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity,  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this filing.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

On September 4, 2001,  KIK  Technology  International,  Inc.  (formerly  Russian
Imports.Com) ("the Company") merged with KIK Technology,  Inc. ("KIK"), with the
Company as the surviving  corporation.  The principal shareholder of KIK sold to
the  Company  all of its  shares,  representing  all the issued and  outstanding
shares of KIK, in exchange for 16,700,000 newly issued common shares of stock of
the Company.

As of the date of the merger,  the Company was a "shell  company" as the Company
had no assets or liabilities,  had generated no revenues since inception and had
incurred total expenses of $940,012 since its inception on February 1, 2000.

The transaction  has been accounted for as a reverse  acquisition of the Company
by KIK,  since  the  shareholder  of KIK owned  approximately  73.6% of the post
acquisition  common  shares of the  consolidated  entity  immediately  after the
completion of the  transaction.  For accounting  purposes,  the  acquisition was
treated as an  acquisition  of the Company by KIK and as a  recapitalization  of
KIK. The historical  shareholders' equity of KIK, prior to the transaction,  was
retroactively  restated  for the  equivalent  number of shares  exchanged in the
transaction  after  giving  effect  to any  difference  in the par  value of the
Company and KIK's common stock, with an offset to additional paid-in capital.

The Company  manufactures  and markets an  extensive  and high  quality  line of
off-highway  micro-cellular   polyurethane  tires  for  the  healthcare,   light
industrial, lawn and garden and recreational industries.
KIK Technology,  Inc., a California company, is a wholly-owned subsidiary of the
Company, and operates from its manufacturing plant and marketing offices located
at Oceanside, CA.

The current KIK production processes, formulations, manufacturing equipment, and
line of some 150  products  are the  result  of over ten years of  research  and
development,  funded by over $5 million of invested  capital,  and  protected by
trade secrets and licensing agreements.



                                                                               4

<PAGE>


An R&D company in its formative years,  KIK developed new and tougher  varieties
of  urethane  formulations;   tooled  new  products;  and  added  extensive  new
production capacity. The Company introduced  broadly-based  marketing programs a
few  years  ago   resulting  in  revenues  of  $2.6  million  and  $3.7  million

respectively for the years ended January 31, 2002 and January 31, 2001. Revenues
are generated  through  direct sales to the medical  market  segment  (primarily
wheelchair  tires) and through an  extensive  network of third  party  marketing
distributors.  KIK now  intends to  implement  ambitious  marketing  strategies,
directly  and  through   carefully   selected  new   strategic   partners.   The
manufacturing  infrastructure  sufficient to meet  projected  demand through the
next few years is in place.

The Company  relied upon Section 4(2) of the  Securities Act of 1933, as amended
(the "Act") and Rule 506 of Regulation D promulgated thereunder ("Rule 506") for
recent issuances of its unregistered securities. In each instance, such reliance
was based upon the fact that (i) the  issuance  of the shares did not  involve a
public  offering,  (ii)  there  were no more  than  thirty-five  (35)  investors
(excluding  "accredited  investors"),   (iii)  each  investor  who  was  not  an
accredited  investor  either alone or with his purchaser  representative(s)  has
such  knowledge  and  experience  in financial  and business  matters that he is
capable of evaluating the merits and risks of the prospective investment, or the
issuer  reasonably  believes  immediately  prior to  making  any sale  that such
purchaser comes within this description,  (iv) the offers and sales were made in
compliance  with Rules 501 and 502, (v) the securities  were subject to Rule 144
limitations on resale and (vi) each of the parties was a sophisticated purchaser
and had full  access to the  information  on the  Company  necessary  to make an
informed  investment  decision by virtue of the due  diligence  conducted by the
purchaser or  available  to the  purchaser  prior to the  transaction  (the "506
Exemption").

On January 2, 2001,  February  2, 2001 and March 2,  2001,  the  Company  issued
600,000 shares of its common stock, (for a total 1,800,000 shares),  pursuant to
the S-8  Registration  Statement  previously  registered  with the SEC, to third
party outside  consultants for services in developing  products for import, such
services valued at $180,000.

During the second fiscal  quarter,  the Company issued  4,200,000  shares of its
common stock,  pursuant to the S-8 Registration  Statement previously registered
with the  Securities  and Exchange  Commission,  to four (4) third party outside
consultants for services in developing products for import, such services valued
at $420,000.  The  issuances  were part of a plan  conceived in January 2001 and
implemented in this quarter.

In June 2001, the Company issued 600,000 shares of its common stock, pursuant to
the S-8  Registration  Statement  previously  registered  with the SEC, to third
party outside  consultants for services in developing  products for import, such
services valued at $60,000.

On  September  4, 2001,  the Company  merged  with KIK,  with the Company as the
surviving  corporation.  The  acquisition  was consummated by the execution of a
Share Exchange  Agreement  dated June 25, 2001.  Pursuant to the Agreement,  the
Holders  tendered  to the Company  all of the issued and  outstanding  shares of
common  stock of KIK in exchange  for  16,700,000  shares of common stock of the
Company. As a result of the foregoing transaction, there was a change in control
of the  Company.  The previous  shareholders  of KIK now control the Company and
hold  approximately  69.6% of the  outstanding  shares  of  common  stock of the
Company.




                                                                               5

<PAGE>


On October 17, 2001,  in  connection  with the  acquisition  of KIK, the Company
canceled 6,775,000 shares of common stock of the Company.

On October 30, 2001,  in  connection  with the  acquisition  of KIK, the Company
canceled  236,500  shares of common  stock of the  Company and  reissued  63,500
shares of common stock of the Company.

In October 2001, the Company issued 1,200,000 shares of the Company's restricted
common stock valued at $0.07 per share to two (2) entities for services rendered
to the Company.

In January  2002,  the Company sold 85,000  shares of the  Company's  restricted
common stock to a private investor for $8,500, or $0.10 per share.

Business Strategy

KIK is a manufacturer of micro-cellular  polyurethane  tires with the technology
and equipment to take  advantage of the growing market for flat-free  tires.  It
has developed what it considers is an excellent reputation within the industry.

It is the objective of the Company to become a major force  throughout the world
as a MCP tire producer. The Company believes the tire industry is looking for an
alternative to pneumatic  tires and that the KIK tires provide a viable,  "value
added"  alternative.  The  Company's  initial focus is to determine the needs of
existing and potential customers and supplying a superior product at competitive
prices.

The  Company   will  also   continue  to  pursue  and   evaluate   new  business
diversification opportunities available to it using its technology.

Product

KIK  manufactures  polyurethane  tires  by  blending  hydrocarbon-based  quality
isocyanate  intermediates  with  glycol-based  polyols and other chemicals.  The
resulting  compound makes a light but tough tire which the Company believes will
set an evolutionary trend in the tire industry.

KIK tires are environmentally friendly,  puncture and leak proof and maintenance
free.  They ride like a  pneumatic  tire but last much longer due to their tough
polymer construction.

The  Company  also  manufactures   non-tire  urethane  products,   for  non-tire
customers.

The Company's Equipment and Production Line Capabilities

KIK owns  all the  equipment  necessary  to turn raw  material  to the  finished
product - tires and wheel assemblies.

The Company's  technology and equipment  enable it to produce a large variety of
tires and other  products.  Although the Company is licensed  for three  variant
features of MCP tire  technologies,  it has  developed  its own unique  chemical
formulations  and  manufacturing  processes.  The Company's  production  process
requires the dispensing of catalyzed liquid chemicals into a spinning mold. This
centrifugal  casting of mixed,  activated  polyurethane base stock raw materials
results in a tough molded  polymer with smooth,  solid outer skin and a lighter,
uniformly  dense  porous  foam  core.  KIK tires can be  designed  and molded to
virtually any tread  specification and are available in a variety of colors. The
spin casting results in perfectly  balanced tires. The Company has the equipment
to produce,  depending on the size of the tire,  1,500,000  to  2,000,000  tires
annually.

The  Company  has a machine  shop and  maintains  its own  testing  and  quality
assurance  equipment and program.  Completed tires must meet specific  protocols
such as weight  and  pressure.  Whenever  possible  the  Company  purchases  raw
materials in bulk to produce significant savings in the manufacturing process.



                                                                               6

<PAGE>


The Company is  constantly  looking into  developing  new products and modifying
existing  products for its production  lines, and is evaluating  improvements to
its technology designed to lower production costs and improve competitiveness in
its markets.

Proprietary Technology

The Company  operates under perpetual  licensing  agreements with patent holders
that cover various aspects of tire and equipment designs,  chemical formulations
and manufacturing processes.

Marketing and Sales Distribution

The Company has grouped the  worldwide  market for  off-highway  tires into four
major market segments,  each possessing  identifiable  business  characteristics
requiring separate sales strategies.

HEALTHCARE:  The  Company's  immediate  focus  is  penetration  of the  existing
wheelchair and power scooter  pneumatic tire business,  with emphasis at the OEM
level.  This has been the  "prototype"  industry  around  which the  Company has
developed  and  perfected its MCP tire  technology.  Through trade shows,  trade
magazine advertising,  distributors and direct sales contacts, an excellent base
has been established to facilitate future growth in this sector.

INDUSTRIAL:  KIK markets light, off-highway industrial and utility tires through
its  strategic  alliance with ARNCO,  A Los Angeles based  producer of pneumatic
tire sealants and foam-fill compounds. ARNCO, a world leader in their field, has
a North  American  distribution  network in place  providing  an  immediate  and
natural sales outlet for KIK's "Carefree"  branded products.  KIK private-labels
tires for ARNCO under the "Carefree Tire" registered trademark, and for selected
high volume customers.

RECREATIONAL: Although the Company has products for recreational devices such as
golf carts and skate  boards,  this market is dominated  by  bicycles.  KIK will
likely  manufacture  bicycle  tires outside of North  America  through  selected
strategic  (joint venture)  partners in countries such as China active in export
markets,  and where users are  reliant on the  bicycle as basic  transportation.
There are an  estimated  500  million  bicycles  in China.  90 million  more are
manufactured  each year,  with 40 million  remaining  in China,  and the balance
exported.

LAWN & GARDEN:  KIK will  attack  the  international  lawn and garden OEM market
directly and through  established  distributors.  Most of Carefree  Tire's North
American downstream tire distribution network services this industry parallel to
the  industrial  market.  Initial  results  indicate that users embrace this new
technology enthusiastically for such applications as wheelbarrows,  powered lawn
mowers,  snow blowers,  and farm carts,  etc.  OEMs are also being  aggressively
pursued in the United States, Canada and Europe.

Advertising &Promotion

The Company is  developing a variety of  collateral  materials to support  sales
efforts.  These materials include  informational and instructional video tapes ,
brochures,  product catalogs with data sheets, flyers, sample presentations etc.
The  Company  also  advertises  and  markets  its  products  on  its  website  -
www.kiktire.com.

Competition

Currently  the  Company  knows  of  three  tire  manufacturers  that  utilize  a
manufacturing process similar to its own (Green Tire, U.K., Alshin Tire, U.S.A.,
Amerityre Corporation,  U.S.A.). The Company has also heard of a manufacturer in
India and one in China. To the best of the Company's  knowledge,  only a limited
number of their tires have been  marketed in the United  States.  The  Company's
main  competition  comes from firms that  manufacture and market tires and tubes

made from  rubber.  Several  of these  competitors  are  large  well-established
companies with considerably  greater financial,  marketing,  sales and technical
resources  than  those  available  to the  Company.  Additionally,  many  of the
Company's  present and potential  competitors have  capabilities  that may allow
such  competitors  to offer its  products at prices  which may compete  with the
Company's  products.  The Company's  products could be made  uneconomical by the
introduction  of new products or marketing or pricing  actions by one or more of
the Company's competitors.

However, the Company believes that once the superior  characteristics of the MCP
tires have been properly  communicated to the consumers,  an increasingly  large
percentage of consumers will switch to the Company's tires.



                                                                               7

<PAGE>


Sources and Availability of Raw Materials

The materials needed to produce the Company's products are widely available from
numerous third parties.  No shortage of materials is expected in the foreseeable
future.

Research and Development

The  Company  constantly  seeks to improve  its MCP  technology  and develop new
products.  However,  the Company does not anticipate that it will be required to
commit  any  substantial  funds for  existing  development  projects  or for new
research and development.

Regulation and Environmental Compliance

The Company is subject to general local, state and federal regulations governing
environmental  concerns.  Management  believes  the  Company has always been and
continues to be in compliance with all such laws.

Employees

At January  31,  2002,  the Company had 23  full-time  employees.  None of these
employees are represented by a labor union. The Company  considers its relations
with its employees to be excellent. The Company may employ additional personnel,
as necessary, to accommodate future expansion.

Item 2. Description of Property

The Company maintains its executive offices at 590 Airport Road, Oceanside,  Ca.
92054. Its telephone number is (760) 967-2777.

The  Company  leases  13,480  square feet of space at a rate of $7,842 per month
plus applicable taxes. This equates to a rate per square foot of $6.98 per year.
The Company's  existing  lease expires on May 31, 2002. The Company is presently
negotiating  with the  landlord  to extend the lease.  This space is used as the
Company's production facility and corporate headquarters.

Item  3. Legal Proceedings

The  Company is  involved  in various  claims and legal  actions  arising in the
ordinary  course  of  business.  In the  opinion  of  management,  the  ultimate
disposition  of these  matters will not have a material  adverse  impact  either
individually  or  in  the  aggregate  on  consolidated  results  of  operations,
financial position or cash flows of the Company.

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

None

                                     Part II

Item 5. Market for Common Equity and Related Stockholder Matters

a) Market Information

The common  stock of the  Company  currently  is quoted on the Over the  Counter
Bulletin  Board under the symbol  "KKTI" and has been since  September 24, 2001.
The ask/high and bid/low  information for each calendar  quarter since September
24, 2001 are as follows;

                           Ask/High         Bid/Low
                           --------         -------
06/01/01-09/30/01:           0.21             0.08
10/01/01-12/31/01:           0.30             0.08
1/1/02-03/31/02:             0.33             0.14

Please note that  over-the-counter  quotations  have been provided  herein.  The
quotations  reflect  inter-dealer  prices,  without retail markup,  mark-down or
commission and may not represent actual transactions.

b) Holders

The  number  of  record  holders  of our  common  stock as of May 2, 2002 was 48
according to our transfer agent. This figure excludes an indeterminate number of
shareholders whose shares are held in "street" or "nominee" name.


                                                                               8

<PAGE>


c) Dividends

The Company has never paid or declared  any  dividends  on its common  stock and
does not anticipate paying cash dividends in the foreseeable future.

d)  Recent sale o unregistered securities

On January 2, 2001,  February  2, 2001 and March 2,  2001,  the  Company  issued
600,000 shares of its common stock, (for a total 1,800,000 shares),  pursuant to
the S-8  Registration  Statement  previously  registered  with the SEC, to third
party outside  consultants for services in developing  products for import, such
services valued at $180,000.

During the second fiscal  quarter,  the Company issued  4,200,000  shares of its
common stock,  pursuant to the S-8 Registration  Statement previously registered
with the  Securities  and Exchange  Commission,  to four (4) third party outside
consultants for services in developing products for import, such services valued
at $420,000.  The  issuances  were part of a plan  conceived in January 2001 and
implemented in this quarter.

In June 2001, the Company issued 600,000 shares of its common stock, pursuant to
the S-8  Registration  Statement  previously  registered  with the SEC, to third
party outside  consultants for services in developing  products for import, such
services valued at $60,000.

On  September  4, 2001,  the Company  merged  with KIK,  with the Company as the
surviving  corporation.  The  acquisition  was consummated by the execution of a
Share Exchange  Agreement  dated June 25, 2001.  Pursuant to the Agreement,  the
Holders  tendered  to the Company  all of the issued and  outstanding  shares of
common  stock of KIK in exchange  for  16,700,000  shares of common stock of the
Company. As a result of the foregoing transaction, there was a change in control
of the  Company.  The previous  shareholders  of KIK now control the Company and
hold  approximately  69.6% of the  outstanding  shares  of  common  stock of the
Company.

On October 17, 2001,  in  connection  with the  acquisition  of KIK, the Company
canceled 6,775,000 shares of common stock of the Company.

On October 30, 2001,  in  connection  with the  acquisition  of KIK, the Company
canceled  236,500  shares of common  stock of the  Company and  reissued  63,500
shares of common stock of the Company.

In October 2001, the Company issued 1,200,000 shares of the Company's restricted
common stock valued at $0.07 per share to two (2) entities for services rendered
to the Company.

In January  2002,  the Company sold 85,000  shares of the  Company's  restricted
common stock to a private investor for $8,500, or $0.10 per share.

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

Forward - Looking Statements

This  annual  report on Form 10-KSB  includes  forward-looking  statements.  All
statements,  other than statements of historical fact made in this Annual Report
on Form  10-KSB  are  forward-looking.  In  particular,  the  statements  herein
regarding  industry  prospects  and future  results of  operations  or financial
position are  forward-looking  statements.  Forward-looking  statements  reflect
management's current expectations based on assumptions believed to be reasonable
and are  inherently  uncertain as they are subject to various  known and unknown
risks, uncertainties and contingencies,  many of which are beyond the control of
KIK  Technology  International,  Inc. The  Company's  actual  results may differ
significantly from management's expectations.


                                                                               9

<PAGE>



Overview

During 2002, the Company achieved revenues of $ 2,567,412 compared to $3,715,483
in 2001.  These revenues were derived  primarily from the sale of tire products.
Net loss for the year ended  January  31,  2002 was  $178,944,  compared  to net
income of $35,406  for the year ended  January  31,  2001.  The net loss in 2002
included an extraordinary  gain of $202,733 resulting from the extinguishment of
trade accounts payable that related to prior business  operations.  The net loss
per share of common  stock in 2002 was  $0.01,  and the net  income per share in
2001 was less than $0.01.

At year-end 2002,  the Company had total current  assets of $946,332,  a related
party note  receivable  of  $53,400,  deferred  financing  costs of $20,020  and
property and  equipment  of  $135,057.  The  Company's  shareholders'  equity at
year-end 2002 was $569,909.

Results of Operations

The following  discussion and analysis of our financial condition and results of
operations  should  be read  in  conjunction  with  the  consolidated  financial
statements and notes.

The  following  table  sets  forth  certain  operating  data for KIK  Technology
International, Inc. and subsidiary for the periods indicated below.

<TABLE>
<CAPTION>
                                                   Year ended January 31,
                                                 2002                 2001
                                                 ----                 ----
<S>                                            <C>                <C>
Net sales                                      $ 2,567,412        $3,715,483

Cost of sales                                    2,245,370         3,159,029
General and administrative expenses                711,825           528,403
Income (loss) before extraordinary item           (381,677)           35,406

Extraordinary item                                 202,733                 -
Net income (loss)                                 (178,944)           35,406
</TABLE>

Year ended January 31, 2002 compared to year ended January 31, 2001

The Company posted net sales of approximately  $2,567,000  during the year ended
January 31, 2002 compared to approximately $3,715,000 for the year ended January
31,  2001.  This  decrease  was  primarily  due to the  loss  in 2002 of a large
customer contract for wheelbarrow tires and wheel assemblies. In 2001, sales for
this particular  product were approximately $1 million.  In addition,  there was
also a decrease in sales during 2002 as a result of other customers cutting back
on their parts inventories to combat recessionary pressures.

The Company's cost of sales  decreased by  approximately  $914,000 to $2,245,370
for the year ended January 31, 2002.  This  decrease  relates to the decrease in
sales. As a percentage of sales, cost of sales remained relatively consistent at
approximately  87% in 2002 compared to 85% in 2001.  Raw material  costs in 2002
were 57 % of sales compared to 60% of sales in 2001.  This decrease was a result
of  production  efficiencies  and  reductions  in product  rejects  from quality
control  procedures.  Plant labor costs were  reduced by  approximately  $86,000
compared to the  previous  period due to holding all  manufacturing  to a single
shift per day, and by reducing  overtime levels.  Shipping costs were lower than
the previous year due to the fact that a higher percentage of customers paid for
their own freight.


                                                                              10

<PAGE>




General and administrative  expenses during the year ended January 31, 2002 were
approximately  $712,000  compared to  approximately  $528,000 for the year ended
January 31, 2001.  Three primary factors  contributed to the $184,000  increase.
The Company incurred  approximately  $93,000 in consulting  expense during 2002.
These services were primarily related to assistance required by the Company as a
result of its new status as a public company.  Professional fees incurred during
2002  included  approximately  $48,000 in legal  expenses  and  accounting  fees
associated  with the  reverse  acquisition  that  occurred  in  September  2001.
Advertising  expenses increased by approximately  $35,000 during 2002 due to the
Company  contracting  with a graphic arts  specialist to modernize the Company's
brochures, product data sheets, and advertising materials.

The  Company  experienced  a loss  before  extraordinary  item of  approximately
$382,000  during  the year  ended  January  31,  2002,  compared  to  income  of
approximately  $35,000 for the previous year. The  aforementioned  drop in sales
due to the economic slowdown  negatively  impacted earnings.  Additional factors
included one-time expenses associated with the reverse  acquisition  transaction
finalized in 2002.

The  extraordinary  gain of  approximately  $203,000  recognized  in the  fourth
quarter of the year ended January 31, 2002 resulted from the  extinguishment  of
trade accounts  payable for which the Company's legal counsel has determined the
statute of limitations has passed, thereby barring collection by the creditors.

The Company's results of operations have and continue to fluctuate depending on,
amongst  other  things,  the mix of  products  sold;  success  of the  Company's
distributors in penetrating new markets; the timing and availability of products
developed by the Company and/or requested by its customers; and general economic
and political conditions.

Liquidity and Capital Resources

The  Company  had cash and cash  equivalents  of $15,679 at  January  31,  2002.
Business  liquidity and capital  resources were adequate during the year to fund
all capital and operating expense requirements. Operations were primarily funded
from internally  generated funds, line of credit borrowings,  and capital raised
via a private placement of securities.

For the  years  ended  January  31,  2002 and 2001,  net cash used in  operating
activities  was $157,401 and $45,861,  respectively.  Net cash used in operating
activities  consists of cost of sales and general and  administrative  expenses.
The increase in net cash used in operating activities was mainly attributable to
higher  general  and   administrative   expenses   resulting  from  the  reverse
acquisition.

Cash  used in  investing  activities  of  $75,732  in  2002  was  mainly  due to
acquisition  of equipment of $22,332 and advances to the Company's  President of
$53,400. The Company has a note agreement with the President. Under the terms of
the note agreement,  interest accrues at 4% per year with principal and interest
due on or before May 11, 2003.  Cash used in investing  activities of $88,718 in
2001 was due to acquisition of equipment.

Cash provided by financing activities of $107,481 in 2002 consisted primarily of
borrowings  of $49,981  under a line of credit,  net  proceeds of $70,840 from a
private placement of convertible notes and warrants, and $8,500 from the sale of
restricted common stock.  $21,840 was paid to an investment banker for financing
fees related to the private placement.  Cash provided by financing activities of
$272,681  in 2001  consisted  of  $50,000  borrowed  under a line of credit  and
$222,681  contributed  by the  Company's  previous  parent  company  and current
majority shareholder.

On January 2, 2001,  February  2, 2001 and March 2,  2001,  the  Company  issued
600,000 shares of its common stock, (for a total 1,800,000 shares),  pursuant to
the S-8  Registration  Statement  previously  registered  with the SEC, to third
party outside  consultants for services in developing  products for import, such
services valued at $180,000.

During the second fiscal  quarter,  the Company issued  4,200,000  shares of its
common stock,  pursuant to the S-8 Registration  Statement previously registered
with the  Securities  and Exchange  Commission,  to four (4) third party outside
consultants for services in developing products for import, such services valued
at $420,000.  The  issuances  were part of a plan  conceived in January 2001 and
implemented in this quarter.



                                                                              11

<PAGE>


In June 2001, the Company issued 600,000 shares of its common stock, pursuant to
the S-8  Registration  Statement  previously  registered  with the SEC, to third
party outside  consultants for services in developing  products for import, such
services valued at $60,000.

On  September  4, 2001,  the Company  merged  with KIK,  with the Company as the
surviving  corporation.  The  acquisition  was consummated by the execution of a
Share Exchange  Agreement  dated June 25, 2001.  Pursuant to the Agreement,  the
Holders  tendered  to the Company  all of the issued and  outstanding  shares of
common  stock of KIK in exchange  for  16,700,000  shares of common stock of the
Company. As a result of the foregoing transaction, there was a change in control
of the  Company.  The previous  shareholders  of KIK now control the Company and
hold  approximately  69.6% of the  outstanding  shares  of  common  stock of the
Company.

On October 17, 2001,  in  connection  with the  acquisition  of KIK, the Company
canceled 6,775,000 shares of common stock of the Company.

On October 30, 2001,  in  connection  with the  acquisition  of KIK, the Company
canceled  236,500  shares of common  stock of the  Company and  reissued  63,500
shares of common stock of the Company.

In October 2001, the Company issued 1,200,000 shares of the Company's restricted
common stock valued at $0.07 per share to two (2) entities for services rendered
to the Company.

In January  2002,  the Company sold 85,000  shares of the  Company's  restricted
common stock to a private investor for $8,500, or $0.10 per share.

The Company believes that sufficient cash will be generated from the following
sources to fund its operations for the next twelve months:

o    Pursuant to a private placement the Company is attempting to raise $600,000
     through the placement of two-year senior notes bearing interest at 10%.

o    The Company will intensify its efforts in collecting receivables.

o    The Company will also attempt to generate cash by  increasing  its customer
     base.

Critical Accounting Policies

Financial  Reporting  Release  No.  60,  which  was  recently  released  by  the
Securities  and  Exchange  Commission,  requires  all  companies  to  include  a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Note 2 to the Consolidated Financial Statements includes a
summary  of  the  significant  accounting  policies  and  methods  used  in  the
preparation of the Company's Consolidated Financial Statements. The following is
a brief discussion of the more significant  accounting policies and methods used
by the Company.

Revenue recognition

Our  revenue  recognition  policy is  significant  because  our revenue is a key
component of our results of operations.  The Company recognizes revenue from the
sale of tires and  accessories.  Revenue  is  recognized  upon  shipment  to, or
receipt by  customers,  depending  upon  contractual  terms and when there is no
significant  uncertainty  regarding  the  consideration  to be received  and the
associated  costs to be  incurred.  Additionally,  we  provide  a  reduction  of
recorded revenue for billing adjustments and billing corrections.

Accounts receivable

The Company  continuously  monitors  collections and payments from its customers
and  maintains an allowance  for  estimated  uncollectible  accounts  based upon
historical  experience and specific customer  collections  issues that have been
identified.  Since  accounts  receivable  are  concentrated  in a relatively few





                                                                              12

<PAGE>


customers,  a significant  change in the liquidity or financial  position of any
one  of  these   customers   could  have  a  material   adverse  impact  on  the
collectibility  of  the  Company's  accounts  receivable  and  future  operating
results.

Inventories

Inventories  are  valued  at the  lower of cost or  market.  Cost is  determined
principally on the average cost method.  The Company regularly reviews inventory
quantities  on hand and  records,  when  necessary,  a provision  for excess and
obsolete  inventory  based  primarily  on the  Company's  estimated  forecast of
product demand and production  requirements  for the next twelve months.  Demand
for the Company's products can fluctuate  significantly.  A significant increase
in the demand for the Company's  products could result in a short-term  increase
in the cost of inventory purchases while a significant  decrease in demand could
result in an increase in the amount of excess  inventory  quantities on hand. In
addition, the Company's industry is characterized by rapid technological change,
frequent  new product  development  and rapid  product  obsolescence  that could
result in an increase in the amount of obsolete  inventory  quantities  on hand.
Additionally,  the Company's  estimate of future  product demand may prove to be
inaccurate,  in which case the Company may have  understated  or overstated  the
provision required for excess and obsolete  inventory.  Therefore,  although the
Company  makes every  effort to ensure the  accuracy of its  forecasts of future
product demand, any significant unanticipated changes in demand or technological
developments  could have a significant  impact on the Company's  inventory value
and reported operating results.

Stock-based compensation

Statement of Financial  Accounting Standards No. 123, Accounting for Stock Based
Compensation,  defines a fair-value  based method of accounting for  stock-based
employee  compensation  plans and  transactions  in which an entity  issues  its
equity  instruments  to  acquire  goods and  services  from  non-employees,  and
encourages  but does not  require  companies  to  record  compensation  cost for
stock-based employee compensation plans at fair value. The Company has chosen to
account for employee  stock-based  compensation using the intrinsic value method
prescribed  in  Accounting  Principles  Board  Opinion  No.  25  (APB  No.  25),
Accounting  for  Stock  Issued  to  Employees,   and  related   interpretations.
Accordingly,  employee  compensation  cost for stock  options  and  warrants  is
measured as the excess,  if any, of the market price of the  Company's  stock at
the date of the grant over the amount an employee must pay to acquire the stock.

Item 7. Financial Statements


                       KIK TECHNOLOGY INTERNATIONAL, INC.
                                 AND SUBSIDIARY

                      YEARS ENDED JANUARY 31, 2002 AND 2001


                                    CONTENTS
                                                                          Page

Independent auditors' report                                               F-1

Consolidated financial statements:

       Balance sheet                                                       F-2

       Statements of operations                                            F-3

       Statements of changes in shareholders' equity                       F-4

       Statements of cash flows                                            F-5

       Notes to consolidated financial statements                          F-6




                                                                              13





<PAGE>




                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
KIK Technology International, Inc.


We have audited the accompanying balance sheet of KIK Technology  International,
Inc.  and  subsidiary  as of January 31,  2002,  and the related  statements  of
operations, changes in shareholders' equity and cash flows for each of the years
in the two-year period ended January 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 KIK Technology  International,
Inc. and subsidiary as of January 31, 2002, and the results of their  operations
and their cash flows for each of the years in the two-year  period ended January
31, 2002, in conformity with  accounting  principles  generally  accepted in the
United States of America.



/s/ HORWATH GELFOND HOCHSTADT PANGBURN, P.C.
HORWATH GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
May 3, 2002



                                                                             F-1

<PAGE>


<TABLE>
<CAPTION>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                JANUARY 31, 2002
<S>                                                                             <C>
                        ASSETS

Current assets:
    Cash and cash equivalents                                                   $           15,679
    Restricted cash (Note 4)                                                               100,000
    Accounts receivable, net of allowance for doubtful accounts
     of $48,000 (Note 8)                                                                   499,246
    Inventories (Note 2)                                                                   326,172
    Deposits                                                                                 5,235
                                                                                ------------------

       Total current assets                                                                946,332
                                                                                ------------------

Note receivable, related party (Note 5)                                                     53,400
Deferred financing costs (Note 2)                                                           20,020
Property and equipment, net (Note 3)                                                       135,057
                                                                                ------------------

       Total assets                                                              $       1,154,809
                                                                                ==================

                  LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Line of credit (Note 4)                                                      $          99,981
    Accounts payable (Note 6)                                                              387,146
    Accrued expenses                                                                        33,444
                                                                                ------------------

       Total current liabilities                                                           520,571

    Notes payable (Notes 4 and 7)                                                           64,329
                                                                                ------------------

       Total liabilities                                                                   584,900
                                                                                ------------------

Commitments (Notes 4 and 7)

Shareholders' equity (Note 7):
    Common stock, $0.001 par value,
      100,000,000 shares authorized;
      23,985,000 shares issued and outstanding                                              23,985
    Additional paid-in capital                                                           5,058,600
    Accumulated deficit                                                                (4,512,676)
                                                                                ------------------

       Total shareholders' equity                                                          569,909
                                                                                ------------------

       Total liabilities and shareholders' equity                                $       1,154,809
                                                                                ==================
</TABLE>

                 See notes to consolidated financial statements


                                                                             F-2

<PAGE>



<TABLE>
<CAPTION>
                                 KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                       YEARS ENDED JANUARY 31, 2002 AND 2001

                                                                                2002                     2001
                                                                         ------------------       ------------------
<S>                                                                      <C>                      <C>
Net sales                                                                $        2,567,412       $        3,715,483
Cost of sales                                                                     2,245,370                3,159,029
                                                                         ------------------       ------------------

Gross profit                                                                        322,042                  556,454

General and administrative expenses                                                 711,825                  528,403
                                                                         ------------------       ------------------

Income (loss) from operations                                                      (389,783)                  28,051

Interest and other income                                                             8,106                    7,355
                                                                         ------------------       ------------------

Income (loss) before extraordinary item                                            (381,677)                  35,406

Extraordinary item (Note 6)                                                         202,733
                                                                         ------------------       ------------------

Net income (loss)                                                        $         (178,944)      $           35,406
                                                                         ==================       ==================

Weighted average number of common shares outstanding                             23,080,151               22,700,000
                                                                         ==================       ==================

Basic and diluted income (loss) per common share:

    Income (loss) before extraordinary item                              $            (0.02)      $                *

    Extraordinary item (Note 6)                                                        0.01
                                                                         ------------------       ------------------

    Net income (loss)                                                    $            (0.01)      $                *
                                                                         ==================       ==================
</TABLE>


* Less than $0.01 per share


                 See notes to consolidated financial statements



                                                                             F-3

<PAGE>



<TABLE>
<CAPTION>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                      YEARS ENDED JANUARY 31, 2002 AND 2001

                                                     Common stock              Additional      Accumulated
                                                 Shares          Amount     paid-in capital       deficit        Total
                                              -------------- ------------ ---------------   --------------  ----------
<S>                                             <C>          <C>          <C>               <C>             <C>
Balances, February 1, 2000                        22,700,000 $     22,700 $     4,737,075   $   (4,369,138) $  390,637

Net income for the year ended
  January 31, 2001                                                                                  35,406      35,406

Capital contributions from KTTI (Note 1)                                          222,681                      222,681
                                              -------------- ------------ ---------------   --------------  ----------

Balances, January 31, 2001                        22,700,000       22,700       4,959,756       (4,333,732)    648,724

Issuance of common shares to consultants           1,200,000        1,200          82,800                       84,000

Sale of common shares to private investor             85,000           85           8,415                        8,500

Sale of warrants in convertible notes
  private placement, net of issuance costs                                          7,629                        7,629

Net loss for the year ended
  January 31, 2002                                                                                (178,944)   (178,944)
                                              -------------- ------------ ---------------   --------------  ----------

Balances, January 31, 2002                        23,985,000 $     23,985 $     5,058,600   $   (4,512,676) $  569,909
                                              ============== ============ ===============   ==============  ==========
</TABLE>



                 See notes to consolidated financial statements





                                                                             F-4

<PAGE>


<TABLE>
<CAPTION>
                               KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     YEARS ENDED JANUARY 31, 2002 AND 2001

                                                                  2002               2001
                                                              -------------     ---------------
<S>                                                            <C>              <C>
Cash flows from operating activities:
  Net income (loss)                                            $  (178,944)     $       35,406
  Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
       Provision for doubtful accounts                              21,063             111,830
       Depreciation and amortization                                45,967              67,283
       Common stock issued to consultants                           84,000
       Amortization of discount on notes payable                     1,118
       Extraordinary item                                         (202,733)
       Increase in restricted cash                                                    (100,000)
       Decrease (increase) in accounts receivable                 (239,028)             35,167
       Decrease (increase) in inventories                           44,505             (86,700)
       Decrease (increase) in deposits                              13,363             (25,189)
       Increase (decrease) in accounts payable                     260,600             (95,746)
       Increase (decrease) in accrued expenses                      (7,312)             12,088
                                                              -------------     ---------------

       Net cash used in operating activities                      (157,401)            (45,861)
                                                              -------------     ---------------

Cash flows from investing activities:
  Advances to a related party                                      (53,400)
  Purchase of property and equipment                               (22,332)            (88,718)
                                                              -------------     ---------------

          Net cash used in investing activities                    (75,732)            (88,718)
                                                              -------------     ---------------

Cash flows from financing activities:
  Borrowings under line of credit                                   49,981              50,000
  Proceeds from the sale of stock                                    8,500
  Proceeds from issuance of convertible
    notes and warrants                                              70,840
  Payment of deferred financing fees                               (21,840)
  Capital contributions from KTTI                                                      222,681
                                                              -------------     ---------------

          Net cash provided by financing activities                107,481             272,681
                                                              -------------     ---------------

Increase (decrease) in cash and cash equivalents                  (125,652)            138,102

Cash and cash equivalents, beginning                               141,331               3,229
                                                              -------------     ---------------

Cash and cash equivalents, ending                             $     15,679      $      141,331
                                                              =============     ===============

Supplemental disclosure of cash flow information:
  Cash paid for interest                                      $      6,189      $        1,240
                                                              =============     ===============
</TABLE>

                 See notes to consolidated financial statements


                                                                             F-5



<PAGE>


                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      YEARS ENDED JANUARY 31, 2002 AND 2001


1.   Organization and basis of presentation:

     KIK  Technology   International,   Inc.  and  subsidiary   (the  "Company")
     manufacturers  and  markets  directly  and  through  distributors  urethane
     products,   primarily  puncture-proof   microcellular   polyurethane  tires
     designed  for  a  wide  variety  of  consumer   products  and   off-highway
     applications.  Principle industries served include lawn and garden,  health
     and wellness, industrial, and sports and recreation. The Company's products
     are sold primarily in the United States.

     The accompanying  consolidated financial statements include the accounts of
     KIK Technology  International,  Inc. and its wholly-owned  subsidiary,  KIK
     Technology,  Inc. (KTI), a company incorporated in California in June 1988.
     Prior to September 4, 2001, KTI was a wholly-owned United States subsidiary
     of KIK Tire  Technologies Inc. (KTTI), a Canadian public company trading on
     the Canadian Venture Exchange. On September 4, 2001, the Company,  formerly
     known as Russian-Imports.com (RIC), a California Corporation,  entered into
     a share exchange  agreement  with KTI and KTTI.  Pursuant to the agreement,
     KTTI  exchanged  all of its  shares of KTI for  16,700,000  shares of RIC's
     common stock. The transaction  represented a reverse  acquisition of RIC by
     KTI, since KTTI owned approximately 73.6% of the post acquisition shares of
     the   consolidated   entity   immediately   after  the  completion  of  the
     transaction.  At the date of the transaction,  RIC was a shell company with
     no net assets. For accounting  purposes,  the acquisition was treated as an
     acquisition of RIC by KTI and as a recapitalization  of KTI. The historical
     shareholders'  equity of KTI, prior to the transaction,  was  retroactively
     restated for the equivalent  number of shares  exchanged in the transaction
     after  giving  effect to any  difference  in the par value of RIC and KTI's
     common  stock,  with an  offset to  additional  paid-in  capital.  Expenses
     incurred by the Company during the fourth quarter of the year ended January
     31,  2002  of  approximately   $140,000  were  consulting  and  legal  fees
     attributable to the Company operating as a new public company.

     Concurrent with the reverse  acquisition,  Russian-Imports.com  changed its
     name to KIK Technology International, Inc.

2.   Summary of significant accounting policies:

     Principles of consolidation:

     The consolidated financial statements have been prepared in accordance with
     accounting  principles  generally accepted in the United States of America.
     All  significant   inter-company   accounts  and  transactions   have  been
     eliminated on consolidation.

     Cash and cash equivalents:

     Cash and cash equivalents  include cash and other highly liquid investments
     with  maturities of three months or less at the date of  acquisition.  Cash
     equivalents are stated at cost, which approximates market value.

                                                                             F-6

<PAGE>



                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      YEARS ENDED JANUARY 31, 2002 AND 2001



  2. Summary of significant accounting policies (continued):

     Inventories:

     Inventories  are valued at the lower of cost or market.  Cost is determined
     principally  on  the  average  cost  method.  Inventories  consist  of  raw
     materials of $99,196 and finished goods of $226,976 at January 31, 2002.

     Property and equipment:

     Property  and  equipment  is  stated  at cost  and  depreciated  using  the
     straight-line method over the following estimated useful lives:

           Machinery and equipment          7 years
           Furniture and fixtures           5 years
           Vehicles                         5 years
           Leasehold improvements           2 years

     Impairment:

     The Company  assesses  the  carrying  values of its  long-lived  assets for
     impairment when circumstances  indicate such amounts may not be recoverable
     from future operations. Generally, assets to be held and used in operations
     are  considered  impaired if the sum of expected  undiscounted  future cash
     flows is less than the assets' carrying values. If impairment is indicated,
     the loss is measured  based on the  amounts by which the  assets'  carrying
     values exceed their fair values.  Based on its review,  management does not
     believe any impairment has occurred as of January 31, 2002 and 2001.

     Revenue recognition:

     Revenues  associated with the sale of tires and accessories are recognized,
     upon  shipment  to, or receipt by  customers,  depending  upon  contractual
     terms.

     Use of estimates:

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amount of assets and liabilities  and disclosures of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of revenues and expenses during the reporting  periods.  Management
     makes these estimates using the best information  available at the time the
     estimates  are made;  however,  actual  results  could  differ  from  those
     estimates.


                                                                             F-7

<PAGE>



                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      YEARS ENDED JANUARY 31, 2002 AND 2001




2.   Summary of significant accounting policies (continued):

     Income taxes:

     The Company has adopted the provision of Statement of Financial  Accounting
     Standards  (SFAS)  No.  109,  Accounting  for  Income  Taxes.  SFAS No. 109
     requires  recognition  of  deferred  tax  liabilities  and  assets  for the
     expected  future tax  consequences of events that have been included in the
     financial  statements or tax returns.  Under this method,  the deferred tax
     liabilities  and  assets are  determined  based on the  difference  between
     financial  statement and tax basis of assets and liabilities  using enacted
     tax rates in effect for the year in which the  differences  are expected to
     reverse.

     Net income (loss) per common share:

     Income (loss) per common share is  determined  in accordance  with SFAS No.
     128,  Earnings Per Share (EPS).  SFAS No. 128 requires the  presentation of
     two EPS amounts, basic and diluted. Basic EPS is calculated by dividing net
     income (loss) by the weighted  average number of common shares  outstanding
     for the  period.  Diluted EPS  includes  the  dilution  that would occur if
     outstanding  stock options and other dilutive  securities  were  exercised,
     unless the effect is anti-dilutve.

     Comprehensive income:

     SFAS No.  130,  Reporting  Comprehensive  Income,  requires  disclosure  of
     comprehensive  income, which includes certain items previously not reported
     in the financial statement of income, including unrealized gains and losses
     on   available-for-sale   securities  and  foreign   currency   translation
     adjustments.  During the years ended January 31, 2002 and 2001, the Company
     did not have any components of comprehensive income to report.

     Risk considerations:

     The Company is subject to risks and  uncertainties  common to manufacturing
     companies,   including   technological  change,   dependence  on  principal
     products,  new product  introductions  and other activities of competitors,
     and dependence on key personnel.

     The Company is also exposed to credit risk with respect to uncertainties as
     to timing and amount of collectibility of accounts receivable.

     The  Company's  ability to  continue  operations  in the  normal  course of
     business is dependent on raising additional capital to meet its present and
     future commitments, and in the long-term, the Company's ability to maintain
     a profitable level of operations.


                                                                             F-8

<PAGE>



                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      YEARS ENDED JANUARY 31, 2002 AND 2001




2.   Summary of significant accounting policies (continued):

     Financial instruments:

     The  Company's  on-balance  sheet  financial  instruments  consist of cash,
     accounts receivable,  accounts payable,  accrued expenses,  line of credit,
     and notes  payable.  The  carrying  amounts of such  financial  instruments
     approximate fair values primarily  because of their short-term  maturities.
     The fair value of the amount due from a related party is not practicable to
     estimate,  due to the related party nature of the  underlying  transaction.
     The Company has no material off-balance sheet financial instruments.

     Deferred financing costs:

     Deferred  financing  costs  represent  fees paid to investment  bankers and
     attorneys in connection  with debt  agreements  entered into by the Company
     (Notes 4 and 7). These fees are being  amortized  over the two-year term of
     the debt.  Amortization related to these fees was $1,820 for the year ended
     January 31, 2002.

     Stock based compensation:

     SFAS  No.  123,  Accounting  for  Stock  Based   Compensation,   defines  a
     fair-value-based method of accounting for stock-based employee compensation
     plans and transactions in which an entity issues its equity  instruments to
     acquire goods or services from  non-employees,  and encourages but does not
     require  companies to record  compensation  cost for  stock-based  employee
     compensation  plans at fair  value.  The  Company has chosen to account for
     employee   stock-based   compensation  using  the  intrinsic  value  method
     prescribed  in  Accounting  Principles  Board  Opinion No. 25 (APB No. 25),
     Accounting  for Stock  Issued to  Employees,  and related  interpretations.
     Accordingly,  employee  compensation cost for stock options and warrants is
     measured as the excess,  if any, of the market price of the Company's stock
     at the date of the grant  over the amount an  employee  must pay to acquire
     the stock.

     Advertising:

     Costs  related to  advertising  and  promotion  of products  are charged to
     general and administrative expenses as incurred.  Advertising and promotion
     costs were  $45,766 and  $10,884  for the years ended  January 31, 2002 and
     2001, respectively.

     Operating lease:

     The Company leases its facilities under a  non-cancelable  operating lease,
     which  expires in May 2002.  The Company is currently  negotiating  a lease
     renewal and has an option to lease on a month-to-month basis until a longer
     term agreement can be reached.

     Rent  expense  incurred  under this  lease was  approximately  $93,000  and
     $89,000 for the years ended January 31, 2002 and 2001, respectively.


                                                                             F-9

<PAGE>



                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      YEARS ENDED JANUARY 31, 2002 AND 2001




2.   Summary of significant accounting policies (continued):

     Segment reporting:

     The  Company  does  not  include  segment  reporting  in  the  consolidated
     financial  statements as the Company  functioned as a single operating unit
     in the years  ended  January 31, 2002 and 2001.  The  Company's  revenue is
     derived  primarily from  operations in the United States and  substantially
     all of the Company's employees and assets are located in the United States.

     Recently issued accounting pronouncements:

     In  February  2001,  the  Company  adopted  SFAS No.  133,  Accounting  for
     Derivative Instruments and Hedging Activities.  This statement, as amended,
     establishes accounting and reporting standards for derivative  instruments,
     including certain derivative  instruments embedded in other contracts,  and
     for hedging activities.  Currently the Company does not have any derivative
     financial  instruments  and does not  participate  in  hedging  activities.
     Therefore,  this  statement  had no  impact on the  Company's  consolidated
     financial statements.

     In July 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS
     No. 141, Accounting for Business  Combinations,  and SFAS No. 142, Goodwill
     and Other Intangible Assets. SFAS No. 141 requires that the purchase method
     of accounting be used for all business  combinations  initiated  after June
     30, 2001. Use of the  pooling-of-interests  method is prohibited after that
     date. SFAS No. 141 also establishes  specific  criteria for the recognition
     of  intangible  assets.  This  pronouncement  did not have an impact on the
     Company's consolidated financial statements.

     SFAS No. 142, effective for fiscal years beginning after December 15, 2001,
     establishes  accounting  and  reporting  standards  for  goodwill and other
     intangible  assets.  Under SFAS No. 142,  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 standard.  Other
     intangible  assets will  continue to be amortized  over their useful lives.
     Since the  Company  currently  does not have any  intangible  assets,  this
     statement is not expected to have an impact on the  Company's  consolidated
     financial statements.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
     or Disposal of Long-Lived Assets,  which addresses accounting and financial
     reporting  for the  impairment  or  disposal  of  long-lived  assets.  This
     statement is effective for fiscal years  beginning after December 15, 2001.
     The Company is currently  assessing  the impact,  if any, that SFAS No. 144
     may have on its financial condition and results of operations.

     Reclassification:

     Certain amounts  reported in the prior year financial  statements have been
     reclassified for comparative purposes to conform to the presentation in the
     current year financial statements.

                                                                            F-10

<PAGE>



                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      YEARS ENDED JANUARY 31, 2002 AND 2001



3.   Property and equipment:

     Property and equipment consist of the following at January 31, 2002:


         Machinery and equipment                   $       489,072
         Furniture and fixtures                             23,284
         Leasehold improvements                             14,180
         Vehicles                                            9,279
                                                   ---------------
                                                           535,815
         Less accumulated depreciation                    (400,758)
                                                   ----------------
                                                   $       135,057
                                                   ================

     Depreciation  expense  for the years  ended  January  31, 2002 and 2001 was
     $44,147 and $67,283, respectively.

4.   Debt:

     Line of credit:

     The  Company has an  operating  line of credit with a bank with a borrowing
     limit  of  $100,000,   which  is  collateralized  by  an  assignment  of  a
     certificate of deposit account with an approximate balance of $100,000. The
     line of credit is due on November 5, 2002 and bears  interest at the bank's
     index rate, which was 7.65% at January 31, 2002.

     Notes payable:

     Pursuant  to the terms of a private  placement  agreement,  the  Company is
     attempting to raise $600,000 through the placement of two-year senior notes
     bearing  interest at 10% payable  quarterly.  In November 2001, the Company
     entered into an agreement with an investment  banker whereby the investment
     banker will act as exclusive  dealer-manager  in this private  placement of
     securities  to be issued by the  Company  pursuant to  Regulation  D of the
     Securities Act of 1933. As  compensation,  the  investment  banker was paid
     $15,000 for professional fees and will receive a commission equal to 10% of
     the gross proceeds, an expense allowance equal to 4% of the gross proceeds,
     plus for every  $500,000  raised,  150,000  shares of the Company's  common
     stock. Such shares will be issued upon completion of the private placement.
     In  addition,  the  investment  banker will have the option to nominate one
     person  to the  Company's  Board of  Directors  if at least  $2,000,000  is
     raised.

     Note holders can elect, with the consent of the Company,  to accept Company
     common stock in lieu of interest payments.  Such payments in stock would be
     calculated  at 50% of the daily  average of the market  price of the common
     stock for the 30-calendar days preceding the interest due date.

     After six  months  from the date of issue of the  notes,  the  Company  can
     convert the notes to common stock if the daily average  market price of the
     Company's common stock for any 30-calendar days after the initial six-month
     period equals or exceeds $1.00. The conversion of the notes to common stock
     would be  calculated  at 50% of the daily  average  market price for the 30
     days prior to the Company giving notice of its plan to convert.

                                                                            F-11

<PAGE>



                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      YEARS ENDED JANUARY 31, 2002 AND 2001




4.   Debt (continued):

     Notes payable (continued):

     In  conjunction  with the  offering of the notes,  each note holder will be
     given one warrant for each $1.00  invested.  Each warrant allows the holder
     to purchase one share of the Company's common stock at an exercise price of
     $0.60 per share, and is exercisable for two years. (Note 7)

     Pursuant to the private placement,  the Company sold a $50,000  convertible
     note on November  12, 2001 and a $25,000  convertible  note on December 26,
     2001 to two unrelated  investors.  Warrants to purchase a combined total of
     75,000  shares of the  Company's  common stock at $0.60 per share were also
     issued to the  investors.  The  warrants  were valued at $11,789  using the
     Black-Scholes option-pricing model, and therefore $11,789 of the total debt
     proceeds of $75,000 was allocated to the warrants,  resulting in a discount
     on the notes,  which will be amortized to interest expense over the term of
     the debt. During the year ended January 31, 2002,  approximately  $1,100 of
     the  discount  was  amortized to interest  expense.  The  weighted  average
     assumptions   utilized  to  value  the  warrants  using  the  Black-Scholes
     option-pricing model were as follows:

         Expected dividend yield                               0
         Expected stock price volatility                    150%
         Risk-free interest rate                            2.8%
         Expected life of warrants                       2 years

     The convertible notes contained a beneficial conversion feature valued at a
     combined total of approximately $63,000.  However, because it is contingent
     upon the occurrence of certain future events,  the Company did not record a
     discount resulting from the beneficial conversion feature.

     The aggregate maturities of the notes are as follows:

<TABLE>
<CAPTION>
                      Year ending
                      January 31,                       Interest Rate                Amount
                -------------------------               -------------           ----------------
<S>  <C>                 <C>                                 <C>                <C>
                         2004                                 10%               $         75,000

     Less unamortized discount                                                           (10,671)
                                                                                ----------------

     Notes payable at January 31, 2002                                          $         64,329
                                                                                ================
</TABLE>

     The Company  recognized  interest expense related to the line of credit and
     notes  payable of  approximately  $8,700  and  $1,240  for the years  ended
     January 31, 2002 and 2001, respectively.


                                                                            F-12

<PAGE>



                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      YEARS ENDED JANUARY 31, 2002 AND 2001



5.   Related party transactions:

     In May 2001, the Company made a $53,400 unsecured advance to its President.
     Under the terms of the note agreement,  the advance bears interest at 4.0%,
     and the  principal and interest are due by May 2003.  The Company  recorded
     interest  income of  approximately  $1,600 for the year ended  January  31,
     2002.

     During the year ended  January 31, 2002,  the Company paid $14,000 to KTTI,
     its  majority  shareholder,  for  administrative  and  accounting  services
     rendered.

6.   Extraordinary item:

     During the fourth  quarter of the year ended January 31, 2002,  the Company
     extinguished trade accounts payable (related to prior business  operations)
     resulting in an  extraordinary  gain of $202,733 as legal counsel  informed
     the  Company  that the  statue  of  limitations  barred  collection  by the
     creditors.

7.  Shareholders' equity:

     In October 2001,  the Company  issued  1,200,000  shares of its  restricted
     common stock to  consultants  for services  provided,  which were valued at
     $84,000, or $0.07 per share, which represents  management's estimate of the
     fair  value of the common  stock at the date of  issuance.  This  amount is
     included  as  general  and  administrative   expense  in  the  accompanying
     statement of operations for the year ended January 31, 2002.

     In January 2002,  the Company sold 85,000 shares of its  restricted  common
     stock to a private investor for $8,500, or $0.10 per share.

     At January 31,  2002,  all 75,000  warrants  sold in  conjunction  with the
     convertible  notes  private  placement  (Note 4) were  outstanding.  50,000
     warrants  expire in November 2003, and 25,000  warrants  expire in December
     2003. In March 2002, the Company reduced the exercise price on the warrants
     being offered in the private  placement from $0.60 to $0.40 per share. This
     new  exercise  price was  retroactively  applied  to the note  holders  who
     invested  $75,000  during the year ended January 31, 2002.  The Company has
     determined  that there is no material  change in the value of the  warrants
     after  recalculating  the value by using the  Black-Scholes  option-pricing
     model with the new exercise price of $0.40 per share.


                                                                            F-13

<PAGE>



                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      YEARS ENDED JANUARY 31, 2002 AND 2001





7. Shareholders' equity (continued):

     In  conjunction  with the  reverse  acquisition,  which  was  concluded  in
     September 2001, RIC granted 2,300,000  warrants to certain  shareholders of
     KTTI.  A summary of the status of these  warrants as of January 31, 2002 is
     presented below:

<TABLE>
<CAPTION>
                                                                                  Weighted average
                                                            Exercise            remaining contractual
Warrants outstanding                   Shares                 price                     life
--------------------------------   ---------------------   ------------------   ----------------------------
<S>                                     <C>                 <C>                       <C>
Beginning of the year
Granted                                    2,300,000        $           0.05
Exercised
Forfeited
                                    ---------------------   ------------------
End of the year                            2,300,000        $           0.05
                                    =====================   ==================
Warrants exercisable at year end           2,300,000        $           0.05            2.33
</TABLE>

8.  Significant concentrations:

     The Company grants credit, generally without collateral,  to its customers.
     The Company has one customer, which is also a supplier, which accounted for
     approximately 63% and 78% of sales for the years ended January 31, 2002 and
     2001,  respectively.  This same customer accounted for approximately 58% of
     the Company's  accounts  receivable and  approximately 55% of the Company's
     accounts payable as of January 31, 2002.

9.   Income taxes:

     Temporary  differences  and carry forwards that give rise to a deferred tax
     asset as of January 31, 2002 are as follows:

         Operating loss carry forward                 $   1,700,000
         Deferred tax asset valuation allowance          (1,700,000)
                                                      -------------
                                                      $           0
                                                      =============


                                                                            F-14

<PAGE>



                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      YEARS ENDED JANUARY 31, 2002 AND 2001






9.   Income taxes (continued):

     The  Company  has  net  operating  loss  carry  forwards  of  approximately
     $4,244,000 at January 31, 2002, which expire as follows:

                  Year ended
                  January 31,
                 -------------------------------------------

                     2005                 $       350,000
                     2006                         462,000
                   2007-2022                    3,432,000
                                          ---------------
                     Total                $     4,244,000
                                          ===============

     The net operating loss carryforwards may be subject to certain  limitations
     due to the reverse acquisition and other transactions as defined in Section
     382 of the Internal Revenue Code.

     As of January 31, 2002, the Company has provided a 100% valuation allowance
     for the deferred tax asset because it could not be  determined  that it was
     more likely than not that the deferred tax asset would be realized  through
     future  earnings.  The Company has other  deferred  tax items which are not
     significant.

     For the year ended  January 31,  2002,  the Company  had no  provision  for
     income  taxes due to a  recognized  loss for the year.  For the year  ended
     January 31,  2001,  the Company had no  provision  for income  taxes due to
     utilization  of net  operating  losses  incurred in prior  years.  Based on
     statutory  rates,  the  Company's  expected tax benefit and expense for the
     years ended  January 31, 2002 and 2001 would be  approximately  $66,000 and
     $29,000,  respectively.  The difference between the expected tax benefit or
     expense  and  non-recognition  of a tax  provision  during the years is the
     result of applying a valuation allowance to deferred tax assets or applying
     net operating loss carry forwards during the respective years.

10.  Pending litigation:

     The Company is involved in various claims and legal actions  arising in the
     ordinary  course of business.  In the opinion of  management,  the ultimate
     disposition of these matters will not have a material adverse impact either
     individually  or in the aggregate on  consolidated  results of  operations,
     financial position or cash flows of the Company.


                                                                            F-15



<PAGE>


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

The Company has had no disagreements  with its certified public accountants with
respect to accounting practices or procedures or financial disclosure.

On March 4, 2002 the Company notified its accountant,  Rogelio G. Castro that he
was being dismissed as the Company's  independent auditor. The stated reason was
that the Company  would retain the auditor of the  operating  subsidiary  as the
auditor of the  consolidated  entity.  The  decision to change  accountants  was
approved by the Board of Directors of the Company.

From the Registrant's inception (February 1, 2000) through December 31, 2000 and
during subsequent  interim periods preceding the date of dismissal,  the company
has had no  disagreements  with  Rogelio G.  Castro on any matter of  accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedure.

No accountant's report on the financial statements since inception,  February 1,
2000,  contained an adverse  opinion or a disclaimer of opinion or was qualified
or modified as to uncertainty, audit scope or accounting principles.

The  Company  provided  Rogelio G.  Castro  with a copy of this  disclosure  and
requested  that a letter be  furnished  to the  Company,  addressed  to the SEC,
stating whether he agrees with the statements made herein or stating the reasons
in which he does not agree. The letter from Rogelio G. Castro was filed with the
Company's Current Report on Form 8-K.

On March 4, 2002,  the  Company  engaged the firm of Horwath  Gelfond  Hochstadt
Pangburn,  P.C.,  1600  Broadway,  Suite  2500,  Denver,  CO  80202-4925  as the
Company's  independent  auditors.  Such  appointment  was  accepted by Donald D.
Pangburn, Director of the firm. Prior to such engagement, the Registrant had not
consulted  Horwath  Gelfond  Hochstadt  Pangburn,  P.C.  on any  prior  matters,
including any matters  relative to the  application of accounting  principles or
any subject of disagreement with Rogelio G. Castro.

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

a) Set forth below are the names, ages, positions, with the Company and business
experiences of the executive officers and directors of the Company.

Name                           Age       Position(s) with Company
------------------------     -----       --------------------------------------

Donald P. Dean                 66        Chairman and Director

William M. Knooihuizen         58        President and Director

Kuldip C. Baid                 54        Chief Financial Officer and Director

A. Rene Dervaes, Jr.           63        Director


                                                                              29

<PAGE>



Business Experience

Donald P. Dean,  P. Eng.  Donald P. Dean  serves as  Secretary,  Chairman of the
Board and Director of KIK  Technology  International,  Inc. He has been with KIK
Technology,  Inc. since 1987.  From 1984 to 1987, he served as President of Jade
Marble Crafts Ltd., a manufacturer of polyester resin-based plastic products and
Twin Top  Industries  Ltd.  Twin Top was a  manufacturer  of  polyurethane  foam
insulated  fiberglass  well-head  shelters and buildings.  During the 1960's Mr.
Dean worked as an engineer,  distribution  supervisor  and plant  manager of the
Toronto Marketing and Chemical  Distribution  Terminal for Shell Canada Limited.
Subsequently,  he was  President of a  subsidiary  of Trimac  Limited  providing
worldwide  transportation  and logistics  planning,  and  management  consulting
services to  government  and  industry.  Mr. Dean is a  registered  professional
engineer.  He  received a B.Sc.  in civil  engineering  from the  University  of
Saskatchewan in 1960.

William M.  Knooihuizen,  PE.,  William M.  Knooihuizen  serves as President and
Director of KKTI. He joined KIK Technology, Inc. in May, 1993, and was appointed
President  and CEO of that company in 1996.  He has over 34 years  experience in
urethane processing technology,  where he has held the positions of V.P./General
Manager  for  Dam  Industries,   Inc.,   United  Foam  Corporation  and  Evanite
Permaglass.  He  received  a degree in  Chemical  Engineering  from  Penn  State
University in 1966.

Kuldip C. Baid,  CA.,  Kuldip C. Baid serves as CFO and Director of KKTI. He has
been with KIK  Technology,  Inc. since 1987. Mr. Baid is a Chartered  Accountant
who from 1981 to 1986 was Manager of Tax with Turbo Resources Ltd. Previous work
experience   includes  public  accounting   practice  with  Deloitte  &  Touche;
employment as a financial analyst for Oxford Development Group Ltd.; and Manager
of Accounting for Carma  Developers Ltd.. Mr. Baid received a B. Commerce degree
from the  University  of Alberta in 1976 and completed  his  certification  as a
Chartered Accountant in 1979.

A. Rene Dervaes,  Jr., Mr.  Dervaes has served as an Officer and Director  since
January  2001.  He was the  co-founder  and then  Chairman  of the A.R.  Dervaes
Company,  Inc.  from 1961 to 1982, a 125 employee  manufacturer  and supplier of
equipment to heavy  industry.  From 1982 to 1985 he was the  President of Khonbu
Industries,   a  designer  and  nationwide  distributor  of  exclusive  consumer
products.  From  1978  to  1986  he was  the  Chairman  and  CEO of  Eagle  Rock
Corporation.  From  1986  to  1990  he was  the  Chairman  and  CEO  of  Vantage
Industries,  an  international  marketing  firm. From 1991 to the present he has
served  as the  Chairman  and CEO of  Secured  Retirement  International,  Inc.,
specializing  in the design and  marketing  of  proprietary  U.S.  Treasury  and
municipal  bond mutual funds.  Mr.  Dervaes also  co-invented  a unique  finance
product that pays increasing distributions through a patented method for pooling
and distributing bond income.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

No Director,  Officer,  Beneficial  Owner of more than ten percent  (10%) of any
class of  securities of the Company  failed to file reports  required by Section
16(a) of the  Exchange  Act during the most recent  fiscal year or prior  fiscal
years.



                                                                              30

<PAGE>





Item 10. Executive Compensation

The  following  summary   compensation  table  sets  forth  the  aggregate  cash
compensation  paid or accrued by the Company to each of the Company's  executive
officers for services  rendered to the Company during the Company's  fiscal year
ended 2002 and 2001 and all plan and non-plan compensation awarded to, earned by
or paid to certain designated executive officers.

<TABLE>
<CAPTION>
                                                                          Long Term Compensation
------------------ ------- ---------------------------------------- ------------------------ ------------- -------------
                              Annual Compensation                              Awards        Payouts
------------------ ------- ------------ ------------ -------------- ------------- ---------- ------------- -------------
(a)                (b)     (c)          (d)          (e)            (f)           (g)        (h)           (i)
                                                     Other          Restricted    Securities LTIP          All Other
Name and                                             Annual         Stock         Underlying Payouts       Compensation
Principal          Year    Salary ($)   Bonus ($)    Compensation   Award(s)      Options/
Position                                             ($)            ($)           SARs
------------------ ------- ------------ ------------ -------------- ------------- ---------- ------------- -------------
<S>                <C>     <C>          <C>          <C>            <C>           <C>        <C>           <C>

Donald P. Dean,    2001    $0           $0           $0             $0            $0         $0            $0
Chairman and       2002    $0           $0           $0             $0            $0         $0            $0
Secretary

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

William M.         2001    $140,000     $0           $15,000        $0            $0         $0            $0
Knooihuizen,       2002    $143,000     $0           $15,000        $0            $0         $0            $0
President and
Director

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

Kuldip C. Baid,    2001    $0           $0           $0             $0            $0         $0            $0
Chief Financial    2002    $0           $0           $0             $0            $0         $0            $0
Officer and
Director

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

A. Rene Dervaes,   2001    $0           $0           $0             $0            $0         $0            $0
Jr., Director      2002    $0           $0           $0             $0            $0         $0            $0

------------------ ------- ------------ ------------ -------------- ------------- ---------- ------------- -------------
</TABLE>

In  May  2000,  KIK  entered  into  an  employment  agreement  with  William  M.
Knooihuizen,  the Company's  current  President  and  Director.  The term of the
agreement is for a period of five (5) years.  For such  services,  KIK agreed to
pay Mr.  Knooihuizen  an annual  salary in the  amount of  $143,000,  to be paid
weekly.

Compensation of Directors

The Company has no  standard  arrangements  for  compensating  directors  of the
Company for their attendance at meetings of the Board of Directors.



                                                                              31

<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management

The  following  table sets forth  information  as of May 2, 2002,  regarding the
ownership of the Company's common stock by each shareholder known by the Company
to be the  beneficial  owner of more that five percent  (5%) of its  outstanding
shares of common stock,  each director and all executive  officers and directors
as a group.  Except as otherwise  indicated,  each of the  shareholders has sole
voting  and  investment  power  with  respect  to  the  share  of  common  stock
beneficially owned.

<TABLE>
<CAPTION>
Name and address of               Title of            Amount and Nature of      Percent of
Beneficial Owner                    Class              Beneficial Owner          Class
------------------------------------------------------------------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
KIK Tire Technologies Inc.        Common                  16,700,000             69.6%

Donald P. Dean                    Common                     250,000              1.0%

William M. Knooihuizen            Common                     250,000              1.0%

Kuldip C. Baid                    Common                     250,000              1.0%

A. Rene Dervaes, Jr.              Common                     200,000              0.8%

All officer and directors         Common                     950,000              4.0%
as a group
</TABLE>

Item 12. Certain Relationships and Related Transactions

In May 2001,  the Company  made a $53,400  unsecured  advance to its  president.
Under the terms of the note  agreement,  the advance bears interest at 4.0%, and
the principal and interest are due by May 2003.  The Company  recorded  interest
income of approximately $1,600 for the year ended January 31, 2002.

During the year ended January 31, 2002, the Company paid $14,000 to its majority
shareholder for administrative and accounting services rendered.

Item 13. Exhibits and Reports on Form 8-K




                                                                              32

<PAGE>



                                   SIGNATURES





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

                       KIK TECHNOLOGY INTERNATIONAL, INC.
                                  (Registrant)


Date: May 16, 2001          By: /s/ Donald P. Dean
                            ------------------------------------------------
                            Donald P. Dean, Chairman and Secretary

                            By: /s/ William M. Knooihuizen
                            ------------------------------------------------
                            William M. Knooihuizen, President and Director

                            By: /s/ Kuldip C. Baid
                            ------------------------------------------------
                            Kuldip C. Baid, Chief Financial Officer and Director

                            By: /s/ A. Rene Dervaes, Jr.
                            ----------------------------------------------
                            A. Rene Dervaes, Jr., Director





Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned duly authorized.


Signature                    Title                            Date


 /s/ Donald P. Dean
---------------------------
Donald P. Dean               Chairman and Secretary            May 16, 2002

/s/ William M. Knooihuizen
---------------------------
William M. Knooihuizen       President and Director

/s/ Kuldip C. Baid
---------------------------
Kuldip C. Baid               Chief Financial Officer
                             and Director

/s/ A. Rene Dervaes, Jr.
---------------------------
A. Rene Dervaes, Jr.         Director



                                                                              33