UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A

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(Mark one)
[X] Annual Report Under Section 13 or 15(d) of The Securities Exchange
    Act of 1934

    For the fiscal year ended January 31, 2003

[ ] Transition Report Under Section 13 or 15(d) of The Securities Exchange
    Act of 1934

     For the transition period from ______________ to _____________

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                         Commission File Number: 0-30197

                       KIK TECHNOLOGY INTERNATIONAL, INC.
        (Exact name of small business issuer as specified in its charter)

        California                                             91-2021602
(State of incorporation)                                (IRS Employer ID Number)

                  590 Airport Road, Oceanside, California 92054
                    (Address of principal executive offices)

                                 (760) 967-2777
                           (Issuer's telephone number)

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

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock $.001 par value

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Check  whether  the issuer  has (1) filed all  reports  required  to be files by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company 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 Company'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. [ ]

The issuer's revenues for the fiscal year ended January 31, 2003 was $3,155,541.

The aggregate market value of voting common equity held by  non-affiliates as of
January 31, 2003 was approximately $295,479.

The aggregate market value of the voting common equity held by non-affiliates as
of April 28, 2003 was $300,159 based upon 24,203,985 shares outstanding of which
7,503,985 are held by  non-affiliates  and a share price of $0.04. No non-voting
common equity is outstanding.

As of April 28, 2003,  there were  24,203,985  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format: Yes [ ]  No [X]
<PAGE>
                       KIK TECHNOLOGY INTERNATIONAL, INC.

                                INDEX TO CONTENTS

                                                                     Page Number
                                                                     -----------
PART I

Item 1   Description of Business                                            3
Item 2   Description of Property                                            7
Item 3   Legal Proceedings                                                  7
Item 4   Submission of Matters to a Vote of Security Holders                8

PART II

Item 5   Market for Company's Equity and Related Stockholder Matters        8
Item 6   Management's Discussion and Analysis or Plan of Operation          9
Item 7   Financial Statements                                              13
Item 8   Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosures                           14

PART III

Item 9   Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act                 14
Item 10  Executive Compensation                                            15
Item 11  Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                   16
Item 12  Certain Relationships and Related Transactions                    16
Item 13  Exhibits and Reports on 8-K                                       16
Item 14  Controls and Procedures                                           16

SIGNATURES                                                                 17

CERTIFICATION                                                              18

                                       2
<PAGE>
                  CAUTION REGARDING FORWARD-LOOKING INFORMATION

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   expressed   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 and previous filings.

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.

                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

On  September 4, 2001,  KIK  Technology  International,  Inc.  (KTII)  (formerly
Russian-Imports.com) issued 16,700,000 shares of restricted, unregistered common
stock to KIK Tire  Technologies,  Inc. (a publicly-owned  Canadian  corporation)
(KTTI) for 100.0% of the issued and outstanding stock of KIK Technology, Inc. (a
wholly-  owned  subsidiary  of  KTTI).  By  virtue  of  this  transaction,   KIK
Technology,  Inc.  became a  wholly-owned  subsidiary of KTII and KTTI became an
approximate  73.6%  shareholder  in  KTII.  Concurrent  with  this  transaction,
Russian-Imports.com   changed   it's   corporate   name   to  KIK   Technologies
International, Inc.

At the transaction date, KTII was a "shell company" as the Company had no assets
or liabilities, had generated no revenues since inception and had incurred total
expenses  of  approximately  $940,000  since its  inception  on February 1, 2000
through the September 4, 2001 transaction.

The  acquisition of KIK  Technology,  Inc.  (KTI), on September 4, 2001, by KTII
effected  a change  in  control  of KTII  and was  accounted  for as a  "reverse
acquisition"  whereby KTI is the  accounting  acquiror for  financial  statement
purposes. 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.

Accordingly, the historical consolidated financial statements of the Company are
those of KTI from it's inception and those of the consolidated entity subsequent
to the September 4, 2001 transaction date.

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
adopted a year-end of January 31.

The Company operates through it's wholly-owned subsidiary, KIK Technology,  Inc.
(KTI). KTI operates from its  manufacturing  plant and marketing offices located
at  Oceanside,  California  and  manufactures  and markets an extensive and high

                                       3
<PAGE>
quality  line  of  off-highway   micro-cellular   polyurethane   tires  for  the
healthcare, light industrial, lawn and garden and recreational industries.

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.

In its formative  years,  KIK,  through it's research and  development  efforts,
developed new and tougher varieties of urethane  formulations for it's products;
obtained tooling for new products;  and added extensive production capacity. The
Company introduced initiated various marketing programs as capital was available
resulting   in  revenues  of   approximately   $3.2  million  for  Fiscal  2003,
approximately  $2.6 million for Fiscal 2002 and  approximately  and $3.7 million
for Fiscal 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 of Fiscal 2002,  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.

                                       4
<PAGE>
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.

Effective at the end of each Fiscal  quarter during Fiscal 2003, the Company and
the  holders of the two  convertible  notes  agreed  for the  payment of accrued
interest  in  restricted,  unregistered  common  stock.  The  Company  issued an
aggregate 101,964 shares of restricted,  unregistered common stock in payment of
accrued interest.  These transactions were valued at an aggregate  approximately
$6,978.  The  convertible  note terms allow for the payment of accrued  interest
with restricted,  unregistered common stock using an average value of 50% of the
daily  average of the market price of the common stock for the 30 calendar  days
preceding the interest due date. In two instances,  the closing stock price,  as
discounted was at or in excess of the closing price on the  settlement  date. In
two instances,  the closing stock price on the settlement  date was in excess of
the prescribed calculation. The differential between the discounted "fair value"
and the  settlement  price  resulted in a charge to operations of  approximately
$906 for  compensation  expense  related to common stock  issuances at less than
"fair value".

BUSINESS STRATEGY

KIK is a  manufacturer  of  micro-cellular  polyurethane  (MCP)  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 tit 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.

                                       5
<PAGE>
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.

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 and  approximately  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

As the Company has  available  capital,  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

                                       6
<PAGE>
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.

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

As of April 28,  2003,  the Company has 24  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   approximately   13,480  square  feet  of  space  under  a
non-cancellable  lease expiring in May 2005. The lease requires monthly payments
as  follows:  $8,307 for the first 12 months;  $8,639 for the next 12 months and
$8,984  for the next 12  months.  Rent  expense  incurred  under  this lease was
approximately $97,800 and $93,000 for the years ended January 31, 2003 and 2002,
respectively. Future amounts due under this agreement are as follows:

                                          Year ending
                                          January 31,            Amount
                                          -----------            ------
                                            2004                $102,340
                                            2005                 106,428
                                            2006                  35,936
                                                                --------
                                            Total               $244,704
                                                                ========

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

                                       7
<PAGE>
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

The Company has not conducted any meetings of shareholders  during the preceding
quarter or periods subsequent thereto.

                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of April 28, 2003,  there were  24,203,985  shares of $0.001 par value common
stock (the "Common Stock") of the Company outstanding and owned by approximately
56 shareholders of record,  exclusive of shareholders holding their certificates
in street name.

Our Certificate of Incorporation  authorizes the issuance of 100,000,000  shares
of $0.001 par value common stock.  Our  Certificate  of  Incorporation  does not
allow for the  issuance of any class of  preferred  stock.  Holders of shares of
common  stock are entitled to one vote for each share on all matters to be voted
on by the  stockholders.  Holders of common stock have cumulative voting rights.
Holders of shares of common stock are entitled to share ratably in dividends, if
any,  as may be  declared,  from time to time by the Board of  Directors  in its
discretion,   from  funds  legally  available  therefor.   In  the  event  of  a
liquidation, dissolution, or winding up of the company, the holders of shares of
common stock are entitled to share pro rata all assets  remaining  after payment
in full of all liabilities.
Holders of common stock have no preemptive  or other  subscription  rights,  and
there are no conversion  rights or redemption  or sinking fund  provisions  with
respect to such shares.

During 2001,  the Company filed a request for clearance of quotations on the OTC
Bulletin Board under SEC Rule 15c2-11,  Subsection  (a)(5) with NASD  Regulation
Inc. A  Clearance  Letter was issued to the  Company  and was issued the trading
symbol "KKTI".

The ask/high and bid/low  information for each calendar  quarter since September
4, 2001,  noting that the  over-the-counter  quotations  provided herein reflect
inter-dealer prices, without retail markup,  mark-down or commission and may not
represent actual transactions.

                                                                High        Low
                                                                ----        ---
Fiscal Year ended January 31, 2002
  Third quarter 2002 (September 4, 2001 - October 31, 2001)     $0.30      $0.08
  Fourth quarter 2002 (November 1, 2001 - January 31, 2002)     $0.23      $0.08

Fiscal Year ended January 31, 2003
  First quarter 2003 (February 1, 2002 - April 30, 2002)        $0.33      $0.16
  Second quarter 2003 (May 1, 2002 - July 31, 2002)             $0.22      $0.13
  Third quarter 2003 (August 1, 2002 - October 31, 2002)        $0.19      $0.05
  Fourth quarter 2003 (November 1, 2002 - January 31, 2003)     $0.12      $0.04

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.

RECENT SALES OF 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.

                                       8
<PAGE>
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.

Effective at the end of each  quarter  during  Fiscal 2003,  the Company and the
holders of the two convertible  notes agreed for the payment of accrued interest
in restricted, unregistered common stock. During Fiscal 2003, the Company issued
an aggregate  101,964  shares of  restricted,  unregistered  common stock during
Fiscal 2003 in payment of accrued interest. These transactions were valued at an
aggregate approximately $6,978. The convertible note terms allow for the payment
of accrued interest with restricted,  unregistered common stock using an average
value of 50% of the daily  average of the market  price of the common  stock for
the 30 calendar  days  preceding the interest due date.  In two  instances,  the
closing stock price,  as discounted  was at or in excess of the closing price on
the settlement date. In two instances, the closing stock price on the settlement
date was in excess  of the  prescribed  calculation.  The  differential  between
the"fair  value" and the settlement  price resulted in a charge to operations of
approximately $906 for compensation expense related to common stock issuances at
less than "fair value".

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

OVERVIEW

During Fiscal 2003, the Company achieved revenues of approximately $3,156,000 as
compared to  approximately  $2,567,000  for Fiscal  2002.  These  revenues  were
derived  primarily from the sale of tire  products.  Net loss for the year ended
January  31,  2003 was  approximately  $(12,700)  as  compared  to a net loss of
approximately  ($179,000)  for the year ended January 31, 2002.  The net loss in
2002 included an extraordinary gain of approximately $203,000 resulting from the
extinguishment  of  trade  accounts  payable  that  related  to  prior  business
operations.  The net  loss  per  share  of  common  stock  for  Fiscal  2003 was
approximately $0.00 per share and for Fiscal 2002 was approximately $0.01.

                                       9
<PAGE>
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.

YEAR ENDED JANUARY 31, 2003 AS COMPARED TO THE YEAR ENDED JANUARY 31, 2002

The Company  posted net sales of  approximately  $3,156,000  for the fiscal year
ended January 31, 2003 as compared to net sales of approximately  $2,567,000 for
the fiscal year ended  January 31, 2002.  This  increase  reflects  sales of the
Company's  tire  products  to both key  customers  and  other  new  third  party
customers  during the year as management  made an effort to replace the business
lost during Fiscal 2002.

The Company's cost of sales increased by approximately $354,000 to approximately
$2,600,000  for the year ended  January 31,  2003 as  compared to  approximately
$2,245,000 for the year ended January 31, 2002. This increase profiles favorably
to the  increase  in sales  volume  during  Fiscal  2003.  Virtually  all of the
increase is directly attributable to increased raw material purchases. All other
costs  related to production  were  relatively  stable  during Fiscal 2003.  The
Company experienced a gross profit margin of approximately 17.71% (approximately
$556,000)  for Fiscal 2003 as compared to  approximately  12.54%  (approximately
$322,000) for Fiscal 2002.

General and  administrative  expenses  dropped from  approximately  $712,000 for
Fiscal 2002 to  approximately  $578,000  in Fiscal  2003.  At the KIK  operating
subsidiary level, all general and administrative costs were virtually consistent
(approximately  $536,000 for Fiscal 2002 versus  $525,000 for Fiscal 2003).  The
difference  reflects various overhead  expenses at the corporate  administrative
level which are subject to random  fluctuation  based upon business and overhead
activities.

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.

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.

                                       10
<PAGE>
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  approximately  $27,000 and $16,000
at January 31, 2003 and 2002,  respectively.  The  Company  maintained  business
liquidity and capital resources during the year adequate 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 in previous years.

For the years ended  January 31, 2002 and 2001,  net cash  provided by (used in)
operating activities was approximately $18,000 and $(157,000), respectively. Net
cash used in  operating  activities  consists  of cash  received  from  sales of
products to customers,  less purchases of raw materials,  payment of payroll and
payment of other general operating expenses, including interest.

Cash provided by (used in) investing  activities was  approximately  $80,000 and
$($76,000)  for the years ended  January 31,  2003 and 2002,  respectively.  The
Fiscal 2003 increase was  attributable to the release of a $100,000  certificate
of deposit pledged as collateral on a revolving line of credit which was retired
during  Fiscal  2003.  The  Fiscal  2002  cash  utilization  was  mainly  due to
acquisition of equipment of $(22,000) and funding on a note  receivable from the
Company's  President of  approximately  ($53,400).  This note agreement with the
President contains terms calling for the accrual of interest at 4% per year with
principal and interest due on or before May 11, 2003.

The Company  experienced  cash  provided by (used in)  financing  activities  of
approximately $(89,000) in Fiscal 2003 compared to $107,000 for Fiscal 2002. The
Fiscal 2003 usage was related  principally  to the  retirement  of the Company's
line of credit with a  financial  institution.  The Fiscal 2002 net  fundings in
this  category were  attributable  to net  borrowings  on the Company's  line of
credit  with  a  financial  institution  and  the  proceeds  from  the  sale  of
convertible notes and warrants.

The Company  believes that sufficient cash will be generated  internally to fund
its operations for the next twelve months.

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.

                                       11
<PAGE>
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.  Depending  upon  management's  assessment of a
     customer's  creditworthiness  and order size, certain shipments are made on
     "COD" terms using common carriers.

     Since accounts receivable are concentrated in a relatively few 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.  In the
     event of complete non-performance by any customer or customers, the maximum
     exposure  to the Company  would be the  recorded  amount of trade  accounts
     receivable shown on the balance sheet at the date of non-performance.

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.

     For periods  prior to  November 1, 2002,  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.  This  treatment  was  allowed  under  Statement  of  Financial
     Accounting  Standards No. 123,  "Accounting  for Stock Based  Compensation"
     (SFAS 123).

     In December 2002, FASB issued Statement of Financial  Accounting  Standards
     No.  148  "Accounting   for  Stock-Based   Compensation  -  Transition  and
     Disclosure"  (SFAS  148).  This  statement  amends  SFAS  123 and  provides
     alternative  methods of transition for a voluntary change to the fair value
     based method of accounting  for  stock-based  employee  compensation.  This
     statement  also amends the disclosure  requirements  of SFAS 123 to require
     more prominent and frequent  disclosures in financial  statements about the
     effects  of  stock   compensation.   The  transition  guidance  and  annual
     disclosure  provisions of SFAS 148 are  effective for financial  statements
     issued for fiscal years ending after December 15, 2002.  Effective November
     1, 2003,  the first day of the  reporting  quarter  including the effective
     date of SFAS 148, the Company's  Board of Directors,  in  conjunction  with
     public  opinion and SFAS 148,  elected to expense the imputed  compensation
     cost related to any stock options granted during Fiscal 2003 and for future

                                       12
<PAGE>
     periods. The Company did not issue any stock options during Fiscal 2003 and
     the  adoption of SFAS 148 did not have a material  impact on our results of
     operations or financial condition.

ITEM 7 - FINANCIAL STATEMENTS

The  financial  statements  called for under this item appear  under the caption
Index to Financial Statements (Page F-1 hereof).


                (Remainder of this page left blank intentionally)

                                       13
<PAGE>
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

On  March 6,  2003,  the  Company  notified  its  accountants,  Horwath  Gelfond
Hochstadt Pangburn,  P.C. of Denver,  Colorado that they were being dismissed as
the Company's  independent  auditors.  The stated  reasons were that the Company
wanted to try to save audit costs and limit  expenses.  The  Company's  Board of
Directors made the decision to change accountants.

Financial statements audited by Horwath Gelfond Hochstadt Pangburn, P.C. did not
contain any adjustment for uncertainties  stated therein. The Company has had no
disagreements  with Horwath Gelfond  Hochstadt  Pangburn,  P.C. on any matter of
accounting  principle or practice,  financial  statement  disclosure or auditing
scope or procedure.

During the Company's past two (2) fiscal years and during any subsequent interim
period  preceding  the date of dismissal,  the Company has had no  disagreements
with  Horwath  Gelfond  Hochstadt  Pangburn,  P.C.  on any matter of  accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedure.

The  report  of  Horwath  Gelfond  Hochstadt  Pangburn,  P.C.  on the  financial
statements for the past two (2) fiscal years did not contain an adverse  opinion
nor a  disclaimer  of opinion  nor was the report  qualified  or  modified as to
uncertainty, audit scope or accounting principles.

On March 6, 2003, the Company  received a letter from Horwath Gelfond  Hochstadt
Pangburn,  P.C.  that it agreed with the  statements  contained in the Company's
Current Report on Form 8-K filing.

On March 6, 2003, the Company engaged the firm of S. W. Hatfield, CPA of Dallas,
Texas as the  Company's  independent  auditors.  Prior to such  engagement,  the
Registrant had not consulted S. W. Hatfield, CPA on any prior matters, including
any matters relative to the application of accounting  principles or any subject
of disagreement with Horwath, Gelfond, Hochstadt, Pangburn, P.C.

On March 4, 2002, the Company notified its accountant, Rogelio G. Castro that he
was being dismissed as the Company's  independent  auditor of record. The stated
reason was that the Company would retain  Horwath  Gelfond  Hochstadt  Pangburn,
P.C.,  the auditor of the Company's  operating  subsidiary as the auditor of the
consolidated  entity.  This 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.

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

           Name                       Age                    Position
           ----                       ---                    --------
       Donald P. Dean                 67               Chairman and Director
   William M. Knooihuizen             59              President and Director
       Kuldip C. Baid                 55              Chief Financial Officer
                                                           and Director

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.

                                       14
<PAGE>
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 Canadian  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.

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.

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 years
ended 2003,  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
                                   ----------------------  ------------------------    -------
                                                Other      Restricted    Securities                  All
                                   Salary/      Annual       Stock       Underlying     LTIP        Other
Name/Title                 Year     Bonus    Compensation    Awards     Options/SARs   Payouts   Compensation
----------                 ----    -------   ------------    ------     ------------   -------   ------------
<S>                        <C>      <C>          <C>          <C>           <C>         <C>           <C>
Donald P. Dean             2003     $-0-         $-0-         $-0-          $-0-        $-0-          $-0-
Chairman and Secretary     2002     $-0-         $-0-         $-0-          $-0-        $-0-          $-0-
                           2001     $-0-         $-0-         $-0-          $-0-        $-0-          $-0-

William P. Knooihuizen     2003   $143,000     $15,000        $-0-          $-0-        $-0-          $-0-
President                  2002   $143,000     $15,000        $-0-          $-0-        $-0-          $-0-
                           2001   $140,000     $15,000        $-0-          $-0-        $-0-          $-0-

Kuldip C. Baid             2003    $72,000       $-0-         $-0-          $-0-        $-0-          $-0-
Chief Financial Officer    2002     $-0-         $-0-         $-0-          $-0-        $-0-          $-0-
                           2001     $-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.

                                       15
<PAGE>
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table shows,  as of January 31, 2003,  the shares of Common Stock
beneficially owned by all of the persons who served as the directors or officers
of the Company during Fiscal 2003 as well as the principal shareholders (greater
than 5%) of the Company individually and, as to the directors and officers, as a
group. The address of each person or entity,  unless otherwise noted, is c/o KIK
Technology International, Inc., 590 Airport Road, Oceanside, California 92054.

The number of shares  beneficially  owned by each person or entity is determined
under rules of the Securities and Exchange  Commission,  and the  information is
not necessarily  indicative of beneficial ownership for any other purpose. Under
such rules,  beneficial ownership includes any shares as to which the person has
the sole or shared  voting power or  investment  power and also any shares which
the  person  has the right to  acquire  as of a date  within  60 days  after the
relevant date through the exercise of any stock option or other right.

                                                                  % of Class
 Name and address                 Number of Shares            Beneficially Owned
 ----------------                 ----------------            ------------------
KIK Tire Technologies Inc.          16,700,000                      69.3%
Donald P. Dean                         250,000                       1.0%
William M. Knooihuizen                 250,000                       1.0%
Kuldip C. Baid                         250,000                       1.0%

All officers and directors             950,000                       3.0%
 as a group

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In May 2001, the Company  advanced  $53,400 on a 4.0% note  receivable  from its
President,  William  Knooihuizen.  The Note bears interest at 4.0% per annum and
all principal  and accrued  interest are due by May 2003.  The Company  recorded
interest income of  approximately  $2,100 and $1,600 for the years ended January
31, 2003 and 2002.

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

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

99.1 Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

REPORTS ON FORM 8-K

March  6,  2003 -  Reporting  an Item 4 -  Changes  in  Registrant's  Certifying
Accountant

ITEM 14 - CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's President
and Chief Executive  Officer and the Company's Chief  Financial  Officer.  Based
upon that evaluation,  the Company's  President and Chief Executive  Officer and
the Company's Chief Financial  Officer  concluded that the Company's  disclosure
controls and procedures are effective.
There have been no significant  changes in the Company's internal controls or in
other factors,  which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,

                                       16
<PAGE>
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive  Officer and Chief Financial  Officer as appropriate,  to allow timely
decisions regarding required disclosure.

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

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                              KIK TECHNOLOGY INTERNATIONAL, INC.

Dated: May 6, 2003                                    /s/ Kuldip C. Baid
       --------------                                 --------------------------
                                                                  Kuldip C. Baid
                                                         Chief Financial Officer
                                                                    and Director

In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the date as indicated.


Dated: May 6, 2003                                    /s/ Donald P. Dean
       --------------                                 --------------------------
                                                                  Donald P. Dean
                                                          Chairman and Secretary


Dated: May 6, 2003                                    /s/ William M. Knooihuizen
       --------------                                 --------------------------
                                                          William M. Knooihuizen
                                                          President and Director


Dated: May 6, 2003                                    /s/ Kuldip C. Baid
       --------------                                 --------------------------
                                                                  Kuldip C. Baid
                                                         Chief Financial Officer
                                                                    and Director

                                       17
<PAGE>
       CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

In  connection  with the Annual  Report of KIK  Technology  International,  Inc.
(Registrant)  on Form 10-KSB for the year ended  January 31, 2003, as filed with
the  Securities  and  Exchange  Commission,  on the date  hereof,  I, William M.
Knooihuizen,  Chief Executive Officer of the Registrant,  certify to the best of
my knowledge, that:

1)   I have  reviewed  this  Annual  Report  on Form  10-KSB  of KIK  Technology
     International, Inc. for the year ended January 31, 2003.

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

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

4)   The registrant's other certifying  officers,  if any, and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined in Exchange  Act Rules  13a-14 and 15d-14) for the  Registrant  and
     have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  Registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this Annual Report is
         being prepared;
     b)  evaluated the effectiveness of the Registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         Annual Report (the "Evaluation Date"); and
     c)  presented in this Annual Report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;

5)   The Registrant's other certifying  officers,  if any, and I have disclosed,
     based on our most recent evaluation,  to the Registrant's  auditors and the
     audit committee of registrant's  board of directors (or persons  performing
     the equivalent functions):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  Registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  Registrant's  auditors any material  weaknesses in
         internal controls; and
     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  Registrant's  internal
         controls; and

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

/s/ William M. Knooihuizen                               Dated: May 6, 2003
--------------------------                                      --------------
William M. Knooihuizen
Chief Executive Officer

                                       18
<PAGE>
       CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

In  connection  with the Annual  Report of KIK  Technology  International,  Inc.
(Registrant)  on Form 10-KSB for the year ended  January 31, 2003, as filed with
the Securities and Exchange  Commission,  on the date hereof, I, Kuldip C. Baid,
Chief Financial Officer of the Registrant,  certify to the best of my knowledge,
that:

1)   I have  reviewed  this  Annual  Report  on Form  10-KSB  of KIK  Technology
     International, Inc. for the year ended January 31, 2003.

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

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

4)   The registrant's other certifying  officers,  if any, and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined in Exchange  Act Rules  13a-14 and 15d-14) for the  Registrant  and
     have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  Registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this Annual Report is
         being prepared;
     b)  evaluated the effectiveness of the Registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         Annual Report (the "Evaluation Date"); and
     c)  presented in this Annual Report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;

5)   The Registrant's other certifying  officers,  if any, and I have disclosed,
     based on our most recent evaluation,  to the Registrant's  auditors and the
     audit committee of registrant's  board of directors (or persons  performing
     the equivalent functions):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  Registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  Registrant's  auditors any material  weaknesses in
         internal controls; and
     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  Registrant's  internal
         controls; and

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


/s/ Kuldip C. Baid                                       Dated: May 6, 2003
------------------                                              --------------
Kuldip C. Baid
Chief Financial Officer

                                       19
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                            Page
                                                                            ----

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
   S. W. Hatfield, CPA                                                       F-2

CONSOLIDATED FINANCIAL STATEMENTS

   Consolidated Balance Sheet as of January 31, 2003                         F-3

   Consolidated Statements of Operations and Comprehensive Loss
    for the years ended January 31, 2003 and 2002                            F-4

   Consolidated Statement of Changes in Stockholders' Equity
    for the years ended January 31, 2003 and 2002                            F-5

   Consolidated Statements of Cash Flows
    for the years ended January 31, 2003 and 2002                            F-6

   Notes to Consolidated Financial Statements                                F-8


                                      F-1
<PAGE>
S. W. HATFIELD, CPA
certified public accountants

Member: Texas Society of Certified Public Accountants
        Press Club of Dallas


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
KIK Technology International, Inc.

We have audited the  accompanying  consolidated  balance sheet of KIK Technology
International,  Inc. and Subsidiary (California  corporations) as of January 31,
2003 and the related statements of operations and comprehensive loss, changes in
stockholders'  equity and cash flows for the year ended January 31, 2003.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial  statements based on our audit. The consolidated  financial statements
of KIK Technology  International,  Inc. as of and for the year ended January 31,
2002 were audited by other  auditors  whose report was dated May 3, 2002 and was
unqualified.

We conducted our audit 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 consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that our audit provides a reasonable basis for our opinion.

The 2003 financial statements referred to above, in our opinion, present fairly,
in all material respects,  the consolidated financial position of KIK Technology
International,  Inc.  and  Subsidiary  as of January 31, 2003 and the results of
their  operations  and their cash flows for the year ended  January 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.

                                   /s/ S. W. HATFIELD, CPA
Dallas, Texas
April 18, 2003


                      Use our past to assist your future (sm)
(secure mailing address)                   (overnight delivery/shipping address)
P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com

                                      F-2
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                January 31, 2003

                                                                January 31, 2003
                                                                ----------------
                                     ASSETS
CURRENT ASSETS
  Cash on hand and in bank                                        $    26,692
  Accounts receivable
    Trade, net of allowance for doubtful accounts of
     approximately $16,215                                            372,209
    Other                                                               5,407
  Inventories                                                         301,411
  Prepaid expenses                                                        436
                                                                  -----------
      TOTAL CURRENT ASSETS                                            706,155
                                                                  -----------

PROPERTY AND EQUIPMENT - AT COST                                      576,782
  Less Accumulated depreciation                                      (438,239)
                                                                  -----------
      NET PROPERTY AND EQUIPMENT                                      138,543
                                                                  -----------

OTHER ASSETS
  Note receivable from officer                                         53,400
  Refundable deposits                                                   4,800
  Deferred debt issuance costs, net of accumulated
   amortization of approximately $12,740                                9,100
                                                                  -----------
      TOTAL OTHER ASSETS                                               67,300
                                                                  -----------

TOTAL ASSETS                                                      $   911,998
                                                                  ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Notes payable to investors, net of accompanying warrant
    discount of approximately $4,775                              $    70,225
  Current maturity of capital lease payable                             3,738
  Accounts payable - trade                                            170,447
  Other accrued expenses                                               72,020
  Advances from majority shareholder                                   16,000
                                                                  -----------
      TOTAL CURRENT LIABILITIES                                       332,430
                                                                  -----------

LONG-TERM DEBT
  Capital lease payable                                                14,465
                                                                  -----------
      TOTAL LIABILITIES                                               346,895
                                                                  -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY Common stock - $0.001 par value
   100,000,000 shares authorized
   24,086,964 shares issued and outstanding                            24,087
  Additional paid-in capital                                        5,066,381
  Accumulated deficit                                              (4,525,365)
                                                                  -----------
      TOTAL STOCKHOLDERS' EQUITY                                      565,103
                                                                  -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $   911,998
                                                                  ===========


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      F-3
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                      Years ended January 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                      Year ended           Year ended
                                                                      January 31,          January 31,
                                                                         2003                 2002
                                                                     ------------         ------------
<S>                                                                  <C>                  <C>
REVENUES - net of returns and allowances                             $  3,155,541         $  2,567,412
COST OF SALES                                                          (2,599,799)          (2,245,370)
                                                                     ------------         ------------

GROSS PROFIT                                                              555,742              322,042
                                                                     ------------         ------------
OPERATING EXPENSES
  Selling, general and administrative expenses                            578,027              711,825
  Compensation expense related to common
   stock issuances at less than "fair value"                                  904                   --
                                                                     ------------         ------------
      TOTAL OPERATING EXPENSES                                            578,931              711,825
                                                                     ------------         ------------

LOSS FROM OPERATIONS                                                      (23,189)            (389,783)

OTHER INCOME
  Interest and other income (expense) - net                                10,500                8,106
                                                                     ------------         ------------

LOSS BEFORE PROVISION FOR INCOME TAXES AND EXTRAORDINARY ITEM             (12,689)            (381,677)

PROVISION FOR INCOME TAXES                                                     --                   --
                                                                     ------------         ------------

LOSS BEFORE EXTRAORDINARY ITEM                                            (12,689)            (381,677)

EXTRAORDINARY ITEM
  Forgiveness and extinguishment of accounts payable                           --              202,733
                                                                     ------------         ------------

NET LOSS                                                                  (12,689)            (178,944)

OTHER COMPREHENSIVE INCOME                                                     --                   --
                                                                     ------------         ------------

COMPREHENSIVE LOSS                                                   $    (12,689)        $   (178,944)
                                                                     ============         ============
Net loss per weighted-average share of common
 stock outstanding, calculated on Net Loss -
 basic and fully diluted From continuing operations                  $      (0.00)        $      (0.02)
Extraordinary item                                                           0.00                 0.01
                                                                     ------------         ------------
                                                                     $      (0.00)        $      (0.01)
                                                                     ============         ============
Weighted-average number of shares
 of common stock outstanding                                           24,035,930           23,080,151
                                                                     ============         ============
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      F-4
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                      Years ended January 31, 2003 and 2002

<TABLE>
<CAPTION>
                                          Common Stock           Additional
                                      ---------------------       paid-in         Accumulated
                                      Shares         Amount       capital          Deficit           Total
                                      ------         ------       -------          -------           -----
<S>                                <C>             <C>          <C>             <C>               <C>
BALANCES AT FEBRUARY 1, 2001        22,700,000      $22,700      $4,959,756      $(4,333,732)      $ 648,724

Issuance of common stock
  For cash                              85,000           85           8,415               --           8,500
  For consulting services            1,200,000        1,200          82,800               --          84,000

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

Net loss for the year                       --           --              --         (178,944)       (178,944)
                                    ----------      -------      ----------      -----------       ---------

BALANCES AT JANUARY 31, 2002        23,985,000       23,985       5,058,600       (4,512,676)        569,909

Issuance of common stock
  For payment of accrued interest      101,964          102           6,875               --           6,977
  Compensation expense related
   to issuance of shares at
   less than "fair value"                   --           --             906               --             906

Net loss for the year                       --           --              --          (12,689)        (12,689)
                                    ----------      -------      ----------      -----------       ---------

BALANCES AT JANUARY 31, 2003        24,086,964      $24,087      $5,066,381      $(4,525,365)      $ 565,103
                                    ==========      =======      ==========      ===========       =========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      F-5
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      Years ended January 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                               Year ended       Year ended
                                                               January 31,      January 31,
                                                                  2003             2002
                                                               ---------         ---------
<S>                                                            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the year                                        $ (12,689)        $(178,944)
  Adjustments to reconcile net loss to net cash
   provided by operating activities
      Depreciation and amortization                               48,400            45,967
      Amortization of warrant discount on notes payable            5,896             1,118
      Provision for doubtful accounts receivable                  16,215            21,063
      Expenses paid with common stock                              6,977            84,000
      Gain from extinguishment of debt                                --          (202,733)
      Compensation expense related to common stock
       issuances at less than "fair value"                           906                --
  (Increase) Decrease in
    Accounts receivable - trade and other                        105,415          (239,028)
    Inventory                                                     24,761            44,505
    Prepaid expenses and other                                        --            13,363
  Increase (Decrease) in
    Accounts payable                                            (216,699)          260,600
    Other accrued expenses                                        38,576            (7,312)
                                                               ---------         ---------
NET CASH USED IN OPERATING ACTIVITIES                             17,758          (157,401)
                                                               ---------         ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Decrease in restricted cash                                    100,000                --
  Cash advanced on note receivable from officer                       --           (54,300)
  Purchase of property and equipment                             (19,887)          (22,332)
                                                               ---------         ---------
NET CASH USED IN INVESTING ACTIVITIES                             80,113           (75,732)
                                                               ---------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net borrowings (payments) on bank line of credit               (99,981)           49,981
  Payments on long-term capital lease                             (2,877)               --
  Cash advanced by majority shareholder                           16,000                --
  Proceeds from sale of common stock                                  --             8,500
  Proceeds from sale of convertible notes and warrants                --            70,840
  Cash paid acquire convertible notes and warrants                    --           (21,840)
                                                               ---------         ---------
NET CASH USED IN FINANCING ACTIVITIES                            (86,858)          107,481
                                                               ---------         ---------

INCREASE (DECREASE) IN CASH                                       11,013          (125,652)

Cash at beginning of period                                       15,679           141,331
                                                               ---------         ---------

CASH AT END OF PERIOD                                          $  26,692         $  15,679
                                                               =========         =========
</TABLE>
                                  - CONTINUED -

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      F-6
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                      Years ended January 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                             Year ended       Year ended
                                                             January 31,      January 31,
                                                                2003             2002
                                                             ---------         ---------
<S>                                                          <C>               <C>
SUPPLEMENTAL DISCLOSURE OF INTEREST AND
INCOME TAXES PAID
  Interest paid for the period                                $  2,636          $6,189
                                                              ========          ======
  Income taxes paid for the period                            $     --          $   --
                                                              ========          ======
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
  Acquisition of equipment on a long-term capital lease       $ 21,080          $   --
                                                              ========          ======
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      F-7
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

KIK Technology  International,  Inc. (KTII) was incorporated on February 1, 2000
under   the  laws  of  the   State   of   California   as   Russian-Imports.com.
Russian-Imports.com  was  initially  founded to develop an  internet  e-commerce
website which would sell handmade  lacquer  boxes,  Matroshka  dolls and crystal
imported from Russia. This venture was unsuccessful.

On September 4, 2001,  KTII  (formerly  Russian-Imports.com)  issued  16,700,000
shares of restricted,  unregistered common stock to KIK Tire Technologies,  Inc.
(a  publicly-owned  Canadian  corporation)  (KTTI)  for 100.0% of the issued and
outstanding stock of KIK Technology,  Inc. (a wholly-owned  subsidiary of KTTI).
By  virtue of this  transaction,  KIK  Technology,  Inc.  became a  wholly-owned
subsidiary of KTII and KTTI became an  approximate  73.6%  shareholder  in KTII.
Concurrent  with this  transaction,  Russian-Imports.com  changed it's corporate
name to KIK Technologies International, Inc.

At the transaction date, KTII was a "shell company" as the Company had no assets
or liabilities, had generated no revenues since inception and had incurred total
expenses  of  approximately  $940,000  since its  inception  on February 1, 2000
through the September 4, 2001 transaction.

KIK Technology,  Inc. (KIK) was  incorporated in June 1988 under the laws of the
State of California.  KIK 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 operates from a
sole manufacturing plant and marketing offices located in Oceanside, CA.

The Company's  principal raw materials are purchased from a sole supplier who is
also a major customer for the Company's products. In the event of any disruption
in the  availability  of raw  materials or a market for the  Company's  products
purchased by this key supplier,  the Company may experience a negative  economic
impact.  The Company  believes that  suppliers of raw materials are available at
comparable prices and management is seeking other avenues of distribution of the
Company's  products  to  consumers.   Management  is  of  the  opinion  that  no
interruption of either raw materials or product demand will occur.

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

The  acquisition of KIK  Technology,  Inc.  (KTI), on September 4, 2001, by KTII
effected  a change  in  control  of KTII  and was  accounted  for as a  "reverse
acquisition"  whereby KTI is the  accounting  acquiror for  financial  statement
purposes.  Accordingly,  the historical consolidated financial statements of the
Company  are those of KTI from  it's  inception  and  those of the  consolidated
entity subsequent to the September 4, 2001 transaction date.

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
adopted a year-end of January 31.

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

                                      F-8
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE B - PREPARATION OF FINANCIAL STATEMENTS - CONTINUED

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

For  segment  reporting  purposes,  the Company  operated  in only one  industry
segment during the periods represented in the accompanying  financial statements
and makes all  operating  decisions and  allocates  resources  based on the best
benefit to the Company as a whole.

These  financial  statements  reflect  the books and  records of KIK  Technology
International,  Inc. (formerly  Russian-Imports.com)  (KTII) and KIK Technology,
Inc.  (KTI)  as  of  and  for  the  years  ended  January  31,  2003  and  2002,
respectively.  All significant intercompany transactions have been eliminated in
consolidation. The consolidated entities are referred to as Company.

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   CASH AND CASH EQUIVALENTS

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

     Cash  overdraft  positions may occur from time to time due to the timing of
     making bank deposits and releasing checks, in accordance with the Company's
     cash management policies.

2.   ACCOUNTS RECEIVABLE AND REVENUE RECOGNITION

     In the normal course of business,  the Company extends  unsecured credit to
     virtually  all of its  customers  which are located  throughout  the United
     States  and are  principally  concentrated  in the  midwest  region  of the
     country.  Depending upon management's  assessment of  creditworthiness  and
     order  size,  certain  shipments  are  made on  "COD"  terms  using  common
     carriers.  Because of the credit risk involved,  management has provided an
     allowance for doubtful accounts which reflects its opinion of amounts which
     will   eventually   become   uncollectible.   In  the  event  of   complete
     non-performance, the maximum exposure to the Company is the recorded amount
     of trade  accounts  receivable  shown on the  balance  sheet at the date of
     non-performance.

     The Company  recognizes revenue from the sale of tires and accessories 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, the Company
     recognizes   reductions  of  recorded  revenue  for  product  returns  from
     unsatisfied customers and other billing adjustments or corrections,  at the
     point that the  returned  products  are received by the Company or upon the
     completion of negotiations between the Company and it's customer.

                                       F-9
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

3.   INVENTORY

     Inventory consists of raw materials,  principally chemical feedstocks,  and
     finished  goods,  principally  tires and  accessories  manufactured  by the
     Company and other minor  miscellaneous  items  purchased  from  third-party
     vendors for resale as a component of the Company's products.

     Inventory is valued at the lower of cost or market value, using principally
     the average cost method.

4.   PROPERTY AND EQUIPMENT

     Property and  equipment are recorded at  historical  cost.  These costs are
     depreciated over the estimated useful lives, generally two (2) to seven (7)
     years, of the individual assets using the straight-line  method.  Gains and
     losses from the  disposition  of property  and  equipment  are  included in
     operations as incurred.

     In accordance  with  Statement of Financial  Accounting  Standards No. 144,
     "Accounting  for the  Impairment  or Disposal of  Long-Lived  Assets",  the
     Company  follows the policy of evaluating  all property and equipment as of
     the end of each reporting quarter.  For each of the years ended January 31,
     2003 and 2002, no charges to operations  were made for  impairments  in the
     future benefit of property and equipment.

5.   DEFERRED DEBT ISSUE COSTS

     Deferred  debt issue costs  represent  monies paid  investment  bankers and
     legal counsel in connection with the $75,000 in convertible  notes payable.
     These costs are amortized as a component of operations over the life of the
     underlying debt instrument using the straight line method.

6.   INCOME TAXES

     The Company uses the asset and liability  method of  accounting  for income
     taxes.  At January 31, 2003 and 2002,  the  deferred tax asset and deferred
     tax  liability  accounts,  as  recorded  when  material  to  the  financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.

     As of January  31, 2003 and 2002,  the  deferred  tax asset  related to the
     Company's net operating loss carryforward is fully reserved.

7.   ADVERTISING COSTS

     The Company does not conduct any direct  response  advertising  activities.
     For non-direct response advertising, the Company charges the costs of these
     efforts  to  operations  at the  first  time  the  related  advertising  is
     published.

                                      F-10
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

8.   EARNINGS (LOSS) PER SHARE

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,  whichever  is  later.  As of  January  31,  2003 and  2002,  the
     Company's  issued and outstanding,  warrants,  options and convertible debt
     are  considered  antidilutive  due  to the  Company's  net  operating  loss
     position.

9.   EMPLOYEE STOCK OPTIONS

     For periods  prior to  November 1, 2002,  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.  This  treatment  was  allowed  under  Statement  of  Financial
     Accounting  Standards No. 123,  "Accounting  for Stock Based  Compensation"
     (SFAS 123).

     In December 2002, FASB issued Statement of Financial  Accounting  Standards
     No.  148  "Accounting  for  Stock-  Based  Compensation  -  Transition  and
     Disclosure"  (SFAS  148).  This  statement  amends  SFAS  123 and  provides
     alternative  methods of transition for a voluntary change to the fair value
     based method of accounting  for stock- based  employee  compensation.  This
     statement  also amends the disclosure  requirements  of SFAS 123 to require
     more prominent and frequent  disclosures in financial  statements about the
     effects of stock-based  compensation.  The  transition  guidance and annual
     disclosure  provisions of SFAS 148 are  effective for financial  statements
     issued for fiscal years ending after December 15, 2002.  Effective November
     1, 2003,  the first day of the  reporting  quarter  including the effective
     date of SFAS 148, the Company's  Board of Directors,  in  conjunction  with
     public  opinion and SFAS 148,  elected to expense the imputed  compensation
     cost related to any stock options granted during Fiscal 2003 and for future
     periods. The Company did not issue any stock options during Fiscal 2003 and
     the  adoption of SFAS 148 did not have a material  impact on our results of
     operations or financial condition.

10.  NEW AND PENDING ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
     Statement of  Financial  Accounting  Standards (" SFAS") No. 141  "Business
     Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets". SFAS
     No. 141, among other things,  eliminates the pooling of interests method of
     accounting for business acquisitions entered into after June 30, 2001. SFAS
     No. 142  requires  companies  to use a  fair-value  approach  to  determine
     whether  there is  impairment  of existing and future  goodwill.  In August
     2001,  FASB issued SFAS No. 144  "Accounting  for  Impairment of Long-Lived
     Assets".  SFAS  No.  144  supersedes  SFAS  No.  121  "Accounting  for  the
     Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
     Of" and APB No. 30  "Reporting  the  Effects of  Disposal of a Segment of a
     Business and Extraordinary,  Unusual and Infrequently  Occurring Events and
     Transactions"  and combines the two  accounting  models into a single model
     based on the  framework  established  in SFAS No. 121. We were  required to
     implement these  pronouncements for the fiscal year beginning June 1, 2002.
     The  implementation of these  pronouncements did not have a material impact
     on our results of operations or financial condition.

                                      F-11
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

10.  NEW AND PENDING ACCOUNTING PRONOUNCEMENTS

     In June  2001,  FASB  also  issued  SFAS  No.  143  "Accounting  for  Asset
     Retirement  Obligations"  that addresses asset retirement  obligations that
     result from the acquisition, construction or normal operation of long-lived
     assets. It requires companies to recognize asset retirement  obligations as
     a liability when the liability is incurred at its fair value.  There was no
     impact on our results of operations  or financial  condition as a result of
     the adoption of the standard.

     In April 2002,  FASB issued SFAS No. 145 "Rescission of FASB Statements No.
     4,  44  and  64,   Amendment  of  FASB  Statement  No.  13,  and  Technical
     Corrections". SFAS No. 13 is amended to eliminate any inconsistency between
     the required  accounting for sale leaseback  transactions  and the required
     accounting for certain lease  modifications that have economic effects that
     are similar to leaseback  transactions.  This  statement  also amends other
     existing   authoritative   pronouncements   to   make   various   technical
     corrections,  clarify  meanings,  or  describe  their  applicability  under
     changed  conditions.  We will be  required  to adopt this  standard  in our
     fiscal year  beginning June 1, 2003. We do not believe that there will be a
     material  impact on our results of operations  or financial  condition as a
     result of the adoption of this standard.

     In June 2002,  FASB issued SFAS No. 146  "Accounting  for Costs  Associated
     with Exit or Disposal Activities".  This statement requires recording costs
     associated  with exit or  disposal  activities  at their  fair value when a
     liability has been incurred.  Under previous  guidance,  certain exit costs
     were  accrued  upon  management's  commitment  to an exit  plan,  which  is
     generally before an actual  liability has been incurred.  The provisions of
     this  statement  are  effective  for exit or disposal  activities  that are
     initiated  after December 31, 2002.  This standard will not have a material
     impact on our results of operations or financial condition.

     In  November  2002,  the  FASB  issued   Interpretation  No.  45  ("FIN45")
     "Guarantor's   Accounting  and  Disclosure   Requirements  for  Guarantees,
     Including   Indirect   Guarantees   of   Indebtedness   of  Others".   This
     interpretation  elaborates on the  disclosures to be made by a guarantor in
     its interim and annual  financial  statements  about its obligations  under
     certain  guarantees that is has issued.  It also clarifies that a guarantor
     is required to recognize,  at the inception of a guarantee, a liability for
     the fair value of the obligation  undertaken in issuing the guarantee.  The
     disclosure  requirements and initial measurement  requirements of FIN45 are
     effective  prospectively  for guarantees  issued or modified after December
     31, 2002.  We are not a party to any  agreement in which we are a guarantor
     of indebtedness of others. Accordingly,  the pronouncement is currently not
     applicable to us.

NOTE D - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.

                                      F-12
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE E - CONCENTRATIONS OF CREDIT RISK

The Company and its KIK subsidiary  maintain their  respective  cash accounts in
financial  institutions  subject to  insurance  coverage  issued by the  Federal
Deposit  Insurance  Corporation  (FDIC).  Under FDIC rules,  the Company and its
subsidiaries are entitled to aggregate coverage of $100,000 per account type per
separate legal entity per financial institution.  During the years ended January
31, 2003 and 2002, respectively, the various operating companies had deposits in
a financial  institution  with credit risk exposures in excess of statutory FDIC
coverage.  The Company has  incurred no losses  during  Fiscal 2003 or 2002 as a
result of any of these unsecured situations.

NOTE F - INVENTORIES

Inventories consist of the following at January 31, 2003:

                                                                  January 31,
                                                                     2003
                                                                   --------
     Raw materials                                                 $ 57,271
     Finished goods                                                 244,140
                                                                   --------

     Total                                                         $301,411
                                                                   ========

NOTE G - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at January 31, 2003:

                                                  January 31,
                                                     2003         Estimated life
                                                   --------       --------------

         Machinery and Equipment                   $530,039          7 years
         Office furniture and fixtures               23,284          5 years
         Leasehold improvements                      14,180          2 years
         Vehicles                                     9,279          5 years
                                                   --------
                                                    576,782
         Less accumulated depreciation             (438,239)
                                                   --------

         Net property and equipment                $138,543
                                                   ========

Depreciation  expense  for the  years  ended  January  31,  2003  and  2002  was
approximately $37,480 and $44,148, respectively.

NOTE H - RESTRICTED CASH

As  collateral  for a  $100,000  line of  credit  at KIK's  principal  financial
institution,  KIK  placed  and  pledged a  $100,000  certificate  of  deposit as
collateral.  This amount was released and returned to KIK upon the repayment and
termination of the line of credit.

                                      F-13
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE I - NOTE RECEIVABLE FROM OFFICER

In May 2001,  the  Company  loaned  $53,400  to its  President.  The loan  bears
interest at 4.0%  annually and is unsecured.  All principal and unpaid  interest
are due upon maturity in May 2003.  Pursuant to the provisions of Sarbanes-Oxley
Act of 2002, this loan may not be renewed or extended upon maturity.

NOTE J - NOTES PAYABLE TO INVESTORS

Pursuant to the terms of a private placement agreement, the Company attempted to
raise up to $600,000  through the  placement of two-year  senior  notes  bearing
interest  at 10%  payable  quarterly.  This  Private  Placement  Memorandum  was
terminated by the Company during the fiscal quarter ended October 31, 2002.

In November  2001,  the Company  entered  into an agreement  with an  investment
banker whereby the investment  banker would 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 amended.  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 and, for every  $500,000  raised,  150,000 shares of the
Company's restricted, unregistered 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.  As of the  termination  of this Private  Placement
Memorandum, only $75,000 had been successfully raised.

Note  holders can elect,  with the  consent of the  Company,  to accept  Company
common stock in lieu of cash 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 also 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.

In  conjunction  with the offering of the notes,  each note holder was 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 initial  exercise  price of $0.60 per
share, and is exercisable for two years. In March 2002, the Company repriced the
outstanding warrants to an exercise price of $0.40 per share.

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 underlying debt. During the years ended
January 31, 2003 and 2002,  approximately  $5,900 and $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 life of the option:    The initial life of the corresponding option,
                                generally two (2) years
Expected volatility in
 the Company's stock price:     150.0%, which was based on fluctuations of the
                                Company's stock price over the past Fiscal year.
Expected dividends:             Zero (0.00) based on past performance

                                      F-14
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE J - NOTES PAYABLE TO INVESTORS - CONTINUED

Anticipated risk free
 interest rate:                  Estimated to be 2.80%.

The  convertible  notes  contained a beneficial  conversion  feature valued at a
combined  total  of  approximately  $63,000.  However,  because  the  conversion
features are fully 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:

     Year ending January 31, 2004                                 $ 75,000
     Less unamortized discount                                      (4,775)
                                                                  --------

     Balance at January 31, 2003                                  $ 70,225
                                                                  ========

The Company recognized  interest expense related to the line of credit and notes
payable of approximately $16,000 and $8,700 for the years ended January 31, 2002
and 2001, respectively.

NOTE K - CAPITAL LEASE PAYABLE

Capital lease payable is as follows:
                                                                     January 31,
                                                                        2003
                                                                      --------
$21,080 capital lease payable to a finance corporation
 Interest at 8.60%.  Payable in monthly installments
 of approximately $432, including accrued interest
 Final maturity due in April 2007.  Collateralized by
 equipment                                                            $ 18,203

     Less current maturities                                            (3,738)
                                                                      --------

     Long-term portion                                                $ 14,465
                                                                      ========

Future maturities of long-term capital leases payable are

                                                Year ending
                                                January 31,              Amount
                                                -----------              ------

                                                   2004                 $ 3,738
                                                   2005                   4,092
                                                   2006                   4,468
                                                   2007                   4,872
                                                   2008                   1,033
                                                                        -------

                                                   Total                $18,203
                                                                        =======

                                      F-15
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE L - INCOME TAXES

The  components of income tax (benefit)  expense for the years ended January 31,
2003 and 2002, respectively, are as follows:

                                             January 31,          January 31,
                                                2003                 2002
                                               -------              -------
     Federal:
       Current                                 $    --              $    --
       Deferred                                     --                   --
                                               -------              -------
                                                    --                   --
                                               -------              -------
     State:
       Current                                      --                   --
       Deferred                                     --                   --
                                               -------              -------
                                                    --                   --
                                               -------              -------

       Total                                   $    --              $    --
                                               =======              =======

The Company has a net operating loss carryforward of approximately $4,200,000 to
offset future taxable income. Subject to current regulations,  this carryforward
will begin to expire in 2005. The amount and  availability  of the net operating
loss  carryforwards  may be subject  to  limitations  set forth by the  Internal
Revenue Code.  Factors such as the number of shares  ultimately  issued within a
three year  look-back  period;  whether  there is a deemed  more than 50 percent
change in control; the applicable long-term tax exempt bond rate;  continuity of
historical  business;  and  subsequent  income of the Company all enter into the
annual computation of allowable annual utilization of the carryforwards.

The Company's  income tax expense for the years ended January 31, 2003 and 2002,
respectively, are as follows:

                                                      January 31,    January 31,
                                                         2003           2002
                                                       --------       --------

Statutory rate applied to loss before income taxes     $ (4,300)      $(60,800)
Increase (decrease) in income taxes resulting from:
  State income taxes                                         --             --
  Other, including reserve for deferred tax asset         4,300         60,800
                                                       --------       --------

  Income tax expense                                   $     --       $     --
                                                       ========       ========

Temporary differences, consisting primarily of net operating loss carryforwards,
statutory  deferrals  of expenses  for  organizational  costs and  accrued,  but
unpaid,  accruals for officer  compensation  and  statutory  differences  in the
depreciable  lives for property and equipment,  between the financial  statement
carrying  amounts and tax bases of assets and liabilities  give rise to deferred
tax assets and liabilities as of January 31, 2003 and 2002, respectively:

                                               January 31,           January 31,
                                                  2003                  2002
                                               -----------          -----------
Deferred tax assets
  Net operating loss carryforwards             $ 1,700,000          $ 1,700,000
  Less valuation allowance                      (1,700,000)          (1,700,000)
                                               -----------          -----------

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

                                      F-16
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE M - COMMON STOCK TRANSACTIONS

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.

Effective at the end of each Fiscal quarter,  the Company and the holders of the
two convertible  notes agreed for the payment of accrued interest in restricted,
unregistered  common stock.  The Company  issued an aggregate  101,964 shares of
restricted,  unregistered  common  stock in payment of accrued  interest.  These
transactions were valued at an aggregate  approximately  $6,978. The convertible
note  terms  allow  for  the  payment  of  accrued   interest  with  restricted,
unregistered  common stock using an average value of 50% of the daily average of
the market  price of the common  stock for the 30 calendar  days  preceding  the
interest due date. In two instances,  the closing stock price, as discounted was
at or in excess of the closing price on the  settlement  date. In two instances,
the closing stock price on the  settlement  date was in excess of the prescribed
calculation.  The  differential  between  the  discounted  "fair  value" and the
settlement  price resulted in a charge to operations of  approximately  $906 for
compensation  expense  related  to common  stock  issuances  at less than  "fair
value".

NOTE N - STOCK WARRANTS

At January 31, 2003 and 2002, all 75,000  warrants sold in conjunction  with the
convertible notes private placement 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.

In conjunction  with the reverse  acquisition,  which was concluded in September
2001, The Company granted  2,300,000  warrants to certain  shareholders of KTTI.
These  warrants  have an  exercise  price of  approximately  $0.05 per share and
expire in April 2004.



                (Remainder of this page left blank intentionally)

                                      F-17
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE N - STOCK WARRANTS - CONTINUED

The  following  table  lists the issued and  outstanding  stock  warrants  as of
January 31, 2003 and 2002, respectively:

<TABLE>
<CAPTION>
                                                                Warrants
                                                 Warrants     outstanding at
                                                originally      January 31,
                                                  issued           2003        Exercise price
                                                ----------      ---------      --------------
<S>                                              <C>            <C>              <C>
Balance at February 1, 2001                             --             --
  Granted:
    Acquisition warrants                         2,300,000      2,300,000        $   0.05
    Convertible note warrants                       75,000         75,000        $   0.40
  Exercised                                             --             --
  Forfeited/Expired                                     --             --
                                                ----------     ----------

Balance at January 31, 2002                      2,375,000      2,375,000
  Granted                                               --             --
  Exercised                                             --             --
  Forfeited/Expired                                     --             --
                                                ----------     ----------

Balance at January 31, 2003                      2,375,000      2,375,000
                                                ==========     ==========

Warrants exercisable January 31, 2003            2,375,000
                                                ==========
Weighted-average exercise price per warrant     $     0.06
                                                ==========
</TABLE>

NOTE O - RELATED PARTY TRANSACTIONS

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

NOTE P - 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.


                (Remainder of this page left blank intentionally)

                                      F-18
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE Q - COMMITMENTS AND CONTINGENCIES

LEASED FACILITIES

The Company leases its facilities under a non-cancelable  operating lease, which
expires in May 2005. The lease requires monthly payments as follows:  $8,307 for
the first 12  months;  $8,639  for the next 12 months and $8,984 for the next 12
months.  Rent expense  incurred under this lease was  approximately  $97,800 and
$93,000 for the years ended  January  31,  2003 and 2002,  respectively.  Future
amounts due under this agreement are as follows:

                                             Year ending
                                             January 31,              Amount
                                             -----------              ------
                                                2004                $102,340
                                                2005                 106,428
                                                2006                  35,936
                                                                    --------

                                                Total               $244,704
                                                                    ========

EMPLOYMENT CONTRACT

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.

NOTE R - SIGNIFICANT CUSTOMERS

During the year ended January 31, 2003,  the Company had two separate  customers
responsible  for  an  aggregate  of   approximately   80.3%  (68.2%  and  12.1%,
respectively) of total sales. The largest customer is also a significant  vendor
of raw materials.  The largest key customer was  responsible  for  approximately
57.2% of accounts  receivable and 0.0% of accounts  payable at January 31, 2003.
The second key  customer was  responsible  for  approximately  9.02% of accounts
receivable and 0.0% of accounts payable at January 31, 2003. There were no other
customer responsible for more than 10.0% of total net sales during Fiscal 2003.

During the year ended January 31, 2002, the Company had a single customer, which
is also a  significant  vendor  of raw  materials,  who was  responsible  for an
aggregate of approximately  63% of total sales and approximately 58% of accounts
receivable and 55% of accounts  payable at January 31, 2002. There were no other
customers responsible for more than 10.0% of total net sales during Fiscal 2002.


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                                      F-19
<PAGE>
                KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE S - SELECTED FINANCIAL DATA (UNAUDITED)

The following is a summary of the quarterly  results of operations for the years
ended January 31, 2003 and 2002, respectively.

<TABLE>
<CAPTION>
                              Quarter ended   Quarter ended   Quarter ended   Quarter ended   Year ended
                                April 30,       July 31,       October 31,     January 31,    January 31,
                                ---------       --------       -----------     -----------    -----------
<S>                           <C>            <C>              <C>             <C>             <C>
FISCAL 2003
  Sales                       $   849,370    $   779,391      $   862,039     $   664,741     $ 3,155,541
  Gross profit                    130,084        159,506          132,110         134,042         555,742
  Net earnings after
   provision for
   income taxes                   (23,779)         8,816          (20,733)         23,007     $   (12,689)
  Basic and fully diluted
   earnings per share                 nil            nil              nil             nil             nil
  Weighted average
   number of shares
   issued and outstanding      23,985,000     24,000,606       24,028,950      24,087,471      24,035,930

FISCAL 2002
  Sales                       $   673,899    $   592,925      $   662,187     $   638,401     $ 2,567,412
  Gross profit                     58,047        169,868           64,051          30,076         322,042
  Net earnings after
   provision for
   income taxes                   (45,781)        39,014          (66,190)       (105,987)       (178,944)
  Basic and fully diluted
   earnings per share                 nil            nil              nil           (0.01)          (0.01)
  Weighted-average
   number of shares
   issued and outstanding      22,700,000     22,700,000         22,700,000      23,080,151      23,080,151
</TABLE>

NOTE T - SUBSEQUENT EVENTS

In February 2003, the Company issued 150,000 restricted,  unregistered shares of
common stock in payment of a contract for marketing  services.  This transaction
was valued at approximately $5,000.

In April 2003,  the Company  issued 22,500  restricted,  unregistered  shares of
common stock in settlement  of a January 31, 2003 trade  account  payable in the
amount of approximately $551.

During the first quarter of Fiscal 2004,  the Company  issued  114,771 shares of
restricted,  unregistered  common  stock as  payment  for  accrued  interest  on
convertible notes payable.

                                      F-20