### **UNITED STATES**

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

**FORM 10-KSB**

[**x** ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 For the fiscal year ended ____December 31, 2000__________

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 For the transition period from _________ to _____________

*Commission File Number:*0-31683

ROLLTECH, INC.

(Exact name of small business issuer as specified in its charter)

Nevada 98-0230423

(State of organization) (I.R.S. Employer Identification No.)

2nd Floor, 1311 Howe Street, Vancouver, B.C. V6Z2P3

(Address of principal executive offices)

Issuer's telephone number, including area code: (604) 681-3071

Securities to be registered pursuant to Section 12(b) of the Act: None

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

Common Stock, par value $.001

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

1. [X ] Yes [ ] No .................... 2. [X ] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not
contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X ]
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State issuer's revenues for its most recent fiscal year. $0.00

State the aggregate market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was sold, or the average bid and
asked price of such common equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.) Note: If determining whether a person is an affiliate
will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value
of the common equity held by non-affiliates on the basis of reasonable assumptions, if the
assumptions are stated.

Of the 5,527,500 issued and outstanding, 1,227,500 are held by non-affiliates of the Company.
Assuming the offering price of $.10 (ten cents) per share sold to investors in the Offering completed
on July 21, 2000, the aggregate market value of the voting and non-voting common equity held by
non-affiliates totals to $122,750.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS):

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13
or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[ ]Yes [ ] No The registrant has not been involved in any bankruptcy proceeding

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date.

As of December 31, 2000, the Registrant has 5,527,500 shares issued and outstanding, of which
4,027,500 are held as restricted common shares and 1,500,000 are free trading common shares. Of
the 4,027,500 restricted shares, 4,000,000 are held as affiliate shares and 27,500 are held as
non-affiliate shares.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part
of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any
annual report to security holders; (2) any proxy or information statement; and (3) any prospectus
filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1990).

A description of "Documents Incorporated by Reference" is contained in Part III, Item 13.

Transitional Small Business Disclosure Format (Check one): Yes [X ] No [ ]
  CONTENT

PART I

Item 1. Description of Business.

Item 2. Description of Property.

Item 3. Legal Proceedings.

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

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

Item 6. Management's Discussion and Analysis or Plan of Operation.

Item 7. Financial Statements.

Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section

Item 10. Executive Compensation.

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

Item 12. Certain Relationships and Related Transactions.

Item 13. Recent Sales of Unregistered and Registered Securities.

Item 14. Description of Securities.

Item 15. Exhibits and Reports on Form 8-k.
 
 PART I:

ITEM 1.

DESCRIPTION OF BUSINESS

BUSINESS ACTIVITIES FOR THE REPORTING PERIOD

The activities of the Company, from inception to December 31, 2000, may be categorized into
"offering and listing activities" and "business and licensing activities," which are summarized in
Item 6, "Management's Discussion and Analysis or Plan of Operation; Note Regarding Projections
and Forward Looking Statements." The current and emerging risk factors, related to the business of
the Company, are also analyzed in Item 6 by the Management, along with general business and
share-related risk factors.

GENERAL DESCRIPTION OF BUSINESS.

Rolltech, Inc. (the "Company"), is a Nevada corporation, which was organized on January 25, 2000,
with its Nevada statutory office located at 730 N. Eastern, Su. 140, Las Vegas, Nevada 89101 and
its principal office located at Suite 811, 938 Howe Street, Vancouver, B.C. V6Z2P3.

Rolltech, Inc., is a developmental conventional marketer and business-to-business (B2B) Internet
marketer of technology products, with special emphasis in the marketing of those products, which
have the unique potential to significantly improve the efficiency of manufacturing machines and
manufacturing processes. The business model of the Company effectively bridges the old world of
manufacturing industries with the new world of high technology and Internet commerce, resulting in
increased productivity for both worlds. The Company envisions to develop premium B2B Web sites,
to be viewed by the manufacturers worldwide as the primary sources for information on new
manufacturing solutions, high technology manufacturing products, and the best deals in the
worldwide market.
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To procure the initial funding of the Company's business strategies, the Company successfully
completed an initial public offering of shares (the Offering) in Washington State, pursuant to the
qualification registration of securities under Regulation D/ Rule 504 exemption. The Company is in
the developmental stage and has no history of operation prior to the Offering. The activities of the
Company, from inception to December 31, 2000, may be categorized into "offering and listing
activities" and "business and licensing activities," which are summarized in Item 6. "Management's
Discussion and Analysis or Plan of Operation; Note Regarding Projections and Forward Looking
Statements."

Immediately prior to the Offering, as an initial marketing project, the Company has executed a
Marketing License Agreement with Terlaz USA, Inc., of New York, with the exclusive license to
market the proprietary solid-state graphite-based lubricant, the Cobra (TM) Solid Lubricant, and
future products, developed by Terlaz, on the fully interactive B2B Web site to be launched by the
Company. The Company's first licensed product, the Cobra (TM) Solid Lubricant technology,
maximizes machine performance and manufacturing efficiency for many existing Terlaz clients,
which includes Koyo, Inc., a Japanese bearing manufacturer and a subsidiary of Toyota Corp. The
technology generates substantial cost savings by decreasing equipment downtime due to bearing
failure or maintenance. The Company intends to utilize the proceeds from its stock offering to
immediately initiate OTCBB listing and to execute the initial phase of its first marketing licensing
agreement. With the completion of its stock offering on July 21, 2000, and the successful listing of
the shares on the OTCBB, the Company will attempt to achieve cash flow by developing and
launching its first fully interactive B2B Web site to expeditiously implement the License in the
marketing of the Cobra (TM) Solid Lubricant on the Internet to a planetary English-speaking
audience.

The Company's Current Marketing License Agreement

On February 7, 2000, the Company ( the Licensee) consummated its first marketing license
agreement with Terlaz USA Inc (the Licensor). This section of the Statement provides the
disclosures on the Licensed Product, the Licensed Territory, as well as the background information
of the Licensor, its proprietary technology, and future products. The topics elaborated in this section
of the Statement are as follow:

*The Licensor

*The Cobra (TM) Solid Lubricant Technology

*The Market

*Future Products under R&D

*The License Agreement

The Licensor and Its Businesses . Terlaz USA Inc, the Licensor, is currently a privately held
company incorporated in the state of New York in its third year of operation, with 1999 revenue of
$112,000 and Q1 -2000 revenue of $58,000, mostly from the sales of the Licensed Product. The
Licensor has two divisions, Unique Technologies Associates and No Illusions, which administer the
business and the manufacturing operations of Terlaz, respectively. The recitals of the License
Agreement summarizes the businesses of the Licensor as follow:
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A. The Licensor is engaged in the business to research, develop, manufacture, distribute, market and
sell graphite-based solid lubricant technologies for bearings, to improve the performance and to
extend the life of bearings in manufacturing machineries, thus maximizing manufacturing efficiency
and reducing manufacturing costs, especially under adverse manufacturing conditions;

B. The Licensor is the sole owner of the proprietary "Know-how's" to the Cobra (TM) Solid
Lubricant Technology, as well as the owner to the trademark of Cobra (TM) for the usage in its
solid lubricant and surface treatment technology product lines;

C. The Licensor is the developer and the sole owner of the proprietary Cobra (TM) Surface
Treatment technology, a revolutionary technology for the surface treatment of steel currently under
development, which has the ability to retard the development of

rust and dramatically increases surface hardness of steel, without causing a dimensional change or
discoloration unlike other surface treatments;

D. The Licensor is a recognized expert and consultant for the critical selection and application of
bearings and lubricants in all aspects of manufacturing functions and wherever bearings and
lubricants are utilized;

E. The Licensor is also a distributor for manufacturer of nonmetallic and special material bearings
for industrial applications, wherever steel bearings would be unacceptable.

The Licensor has formed some very important relationships with major companies in the
manufacturing industry, including Applied Industrial Technologies, Kaman Industrial Technologies,
Motion Industries, Inc., and Bearing Distributors, Inc. The Licensor is the exclusive U.S. and
Canadian distributor for a well-known, multi-national German company, Schmeing-GmbH, a major
manufacturer of polymer bearings. In addition, the Licensor has strategic alliances with other major
companies that market its solid lubricants, among which are Koyo, Inc., a Japanese bearing
manufacturer and a subsidiary of Toyota Corp., and PEER, a large American bearing manufacturer.

The Proprietary Cobra (TM) Solid Lubricant Technology. Since 1998, Terlaz has developed, tested
and successfully demonstrated the commercial viability of its proprietary Cobra (TM) Solid
Lubricant technology, which is increasingly accepted as a cost saving and maintenance free
alternative to the traditional lubrication and seal methods for ball and roller bearing assemblies. In
certain industrial applications (e.g., photography, food processing, and pharmaceutical industries),
where product contaminations derived from ball bearing lubricants are unacceptable, this emerging
technology is praised by Fortune 500 companies as the best, if not sole, state-of-the art solution to
their manufacturing problems.

The Problem. The function of a rolling bearing is to reduce the friction between a fixed load and a
moving surface, and to carry a load. The smallest bearing weighs just a few grams and the largest as
much as 70 tons, which may cost tens of thousands of dollars. The extension of the life of a bearing
is of significant interest to an industry, since it may result in large cost savings and maximizes the
manufacturing efficiency of the industrial user. For years, industries worldwide have tolerated
"band-aid" solutions for ball bearing problems involving very costly bearing maintenance or
specialty lubricating systems that always seem to "gum-up" the works--or the manufacturers just
blindly accepted premature bearing failure as a part of the cost of manufacturing.
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The Solution. The Cobra (TM) Solid Lubricant technology, developed by Terlaz, provides an
innovative high technology solution to the ball bearing lubrication problem. The Cobra (TM) Solid
Lubricant technology replaces the conventional lubricant in bearings with Cobra (TM) Solid
Lubricant, and then heat cures the assembly, turning the graphite-based lubrication to a solid state.
The raceways and balls are then freed, leaving the lubricant bonded to the bearings cage. The result
is a rolling bearing, which does not require additional lubricant for its lifetime. It requires no
additional seals against lubrication dripping or flinging, with the Cobra (TM) Solid Lubricant acting
as a highly effective seal against dirt, dust and other contaminants. The solid lubricant remains
stable at extreme temperatures, ranging from250/ to 650/F, not washed out under steam and
chemical wash downs and maintains a low starting torque at very low temperatures, which is an
essential element for manufacturers. It cannot be washed out by steam and is unaffected by most
common solvents and acids. The lubricant also exhibits very low out gassing in high vacuum
applications. The Cobra (TM) Solid Lubricant simply and effectively seals the bearing assembly,
thus preventing premature bearing failure, resulting in the remarkable extension of bearing life up to
ten times or more.. With the incorporation of the Cobra (TM) Solid Lubricant, the corporate bottom
line of manufacturers will increase due to:

* reduced machine down time and improved production rates;

*. substantially reduced maintenance costs and extended periods between plant maintenance;

* attaining a competitive edge through manufacturing efficiency;

* reduced cost of maintenance labor.

The Proprietary "Know-How." The ability of Terlaz to integrate accurately each Cobra (TM) Solid
Lubricant into a bearing assembly, with precision and tolerance to the specification of the client
firm, is a closely held proprietary "know-how" and trade secret. This unique, state-of-the art solid
graphite lubricant has given design engineers the freedom to design machines that thrive in adverse
conditions while generating substantial cost savings and low maintenance for the manufacturers.

The Market of the Cobra (TM) Solid Lubricant. Any discussion of the U.S. market for the Cobra
(TM) Solid Lubricant must take into consideration the total market demand for anti-friction
bearings, both U.S. made and imported. The Cobra (TM) Solid Lubricant is a value-added product
and is not directly affected by the number of bearings manufactured. However, the market size for
Cobra (TM) Solid Lubricant is a factor of market size for all bearings acceptable for processing and
applications suitable for the characteristics of the Cobra (TM) Solid Lubricant.

The Potential Ball and Roller Bearing Market. According to The U.S. Industry and Trade Outlook
'99, in a report prepared jointly by the International Trade Administration of the U.S. Department of
Commerce and the McGraw-Hill Companies, "estimates put world ball and roller bearing
production at approximately $25 billion bearing shipments are expected to remain at a high level"
Bearing units that are not acceptable for processing with Solid Lubricants account for about 32%.
Of the remaining 68%, one-fourth of the applications is not suitable for the Cobra (TM) Solid
Lubricant, leaving a potential market of about $12.75 billion of available ball and roller bearing
production suitable for the integration with Cobra (TM) Solid Lubricant.

The Positive Feedbacks from Fortune 500 Customers. A few of the more recognized customers with
high praises for the Cobra TM Solid Lubricant technology are Kimberly-Clark Corporation, Texas
Instruments, 3M Corporation, Valmet Corporation,
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Boeing Automation, Owens Illinois, Guardian Industries, GE Plastics, Reynolds Metal, and
Eastman Kodak. During the short period since its introduction, the Cobra (TM) Solid Lubricant
technology has solved countless bearing problems across the United States, and foresees many more
opportunities just over the horizon in the global market. Eastman Kodak utilizes the Cobra (TM)
Solid Lubricant in the manufacturing of films, audio and video tapes, during which the heat, free
spinning, and the contaminants frustrate the manufacturing process employing conventional greased
ball bearings. The oil and grease lubricants within the bearings, even with specially made seals, have
always posed a problem for companies like Kodak, because the solvent used in the manufacturing
process destroys the lubricant. The Cobra (TM) Solid Lubricant is the only solution unaffected by
the chemicals and the temperatures involved under these manufacturing conditions. Philips Electric
incorporates the Cobra (TM) Solid Lubricant in its new filament manufacturing process, a
simplified innovative process recently developed by Philips Electric, which utilizes one machine
instead of three to manufacture light bulb filaments from tungsten ingots. The style of bearing used
and the temperatures involved were beyond the capabilities of conventional ball bearing lubricants.
Texas Instruments enjoys the cost savings from reduced maintenance costs and machine down times,
derived from the Cobra (TM) Solid Lubricant. Texas Instruments uses a rotating drum with a sand
blasting system to clean some of their industrial parts. The sand would work its way past the
conventional bearing seals and destroy the bearing. Kimberly Clark always had a problem with the
small bearings on the conveyor rolls that go throughout its plant. The rolls must spin free with just
the weight of the thin paper going across them, which means they cannot seal the bearings because
then the rolls will not spin free. The unsealed bearings must be changed every four weeks due to
contaminants in the air, causing frequent bearing failure. This condition at this Kimberly Clark's
manufacturing facility is common to every paper plant in the world, which may be solved by the
Cobra (TM) Solid Lubricant technology.

Future Products in Research and Development.

The Licensor is actively engaged in the research and development of the improvement of the Cobra
(TM) Solid Lubricant and the development of new products based on the technology.

R&D Products Involving the Cobra (TM) Solid Lubricant. New products involving the Cobra (TM)
Solid Lubricant currently under development or consideration are:

* An enhanced formulation of the Cobra (TM) Solid Lubricant with other additives for food grade
machinery.

* An enhanced formulation of Cobra TM Solid Lubricant with other additives for pharmaceutical applications.

New R&D Products in Progress. The Licensor is currently developing the following new product
lines of which the Company has the first right of refusal to market based on the License Agreement:

* R&D 1 - Under development is a revolutionary new surface treatment for steel that retards the
development of rust and dramatically increases surface hardness, without causing a dimensional
change or discoloration unlike other surface treatments.

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* R&D 2 - Also under research and development is a similar process for aluminum and non-ferrous
materials that has generated encouraging results so far. Both innovative metal treatment
technologies have excellent economic potential and have generated tremendous interest from the
engineering community. It is anticipated that there will be a strong demand for these products when
they are commercially available.

* R&D 3 - The Licensor is also conducting research on the recreational bearing market, which
includes in-line skates, skateboards and mountain bikes. With over 30 million skaters now enjoying
the sport, in-line skating for the past eight years has been the fastest growing sport in the US . Each
pair of in-line skates uses 16 bearings, of which preliminary research indicates that the Solid
Lubricant technology may greatly improve performance and life of the sport equipments.

The License Agreement Essentials. The three important elements of the License agreement are: 1)
the grant of the exclusive marketing rights of the Cobra (TM) Solid Lubricant within the domain of
the Worldwide Web and its future derivatives; 2) the grant of the first right of refusal to future
products developed by Terlaz, the Licensor; and 3) as a condition for the grants of the License, the
Licensor has the right to terminate the License, if the Company's stock offering is not completed by
September 30, 2000. The stock offering was completed formally on July 21, 2000, based on the
letter from the Escrow Agent. The essentials of the License Agreement signed on February 7, 2000,
between the Company and Terlaz USA, Inc., may be summarized as follow:

Essential Definitions. Some of the essential definitions related to the Agreement may be summarized
as follow:

1. "Exclusive Rights" shall include the marketing rights granted by the Licensor exclusively to the
Licensee and to no other person or entity, within the licensed Territory. Conversely, "Non-exclusive
Rights" include the marketing rights of which the Licensor may further license to a third party;

2. "Distributor Price" shall mean the lowest price on the Product charged by the Licensor to its
customers as defined in Exhibit A;

3. "Product" shall mean the Cobra (TM) Solid Lubricant, the licensed product line, which may be
amended in writing by the undersigned in the future as required;

4. "Territory" shall mean the designated area in which the Licensee is licensed to market the
Product, which includes all countries and territories located within North America, Central America
and South America. In addition, Territory shall include the Worldwide Web and the future
derivatives of the Worldwide Web.

The Licensed Grants to the Company. The Company has received from the Licensor the following grants:
 
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1. Licensed Product and Territory. The Licensor grants the Licensee the exclusive rights in Central
and South America, and non-exclusive rights in North America, to promote, market, distribute and
sell the "Product" within the "Territory." In addition, the Licensor grants the Licensee the exclusive
rights to market and to distribute the Product worldwide within the domain of the Worldwide Web
and future derivatives of the Worldwide Web;

2. Usage of Trademarks and Product Literatures. The Licensor grants the Licensee the right to the
unlimited usage of the Cobra (TM) trademark of the Licensor, as well as the marketing literatures of
the Licensor, in the marketing and the sale of the Licensor's the Product by the Licensee within the
Territory;

3. First Right of Refusal to Future Products. The Licensor grants the Licensee the first right of
refusal to the exclusive rights to market future products developed by the Licensor, within the
Territory.

The Considerations to the Licensor. The Company has agreed to tender the following considerations
to the Licensor for the Grants:

1. Aggressive Marketing of the Product. The Licensee shall use its best efforts and all due diligence
to promote, market and sell the Product within the Territory;

2. Minimum Promotion Campaign Costs. The Licensee agrees to conduct an extensive advertising
and promotional campaign of the Product within the Territory at its own expense, which shall total
to no less than $50,000 per annum;

3. Product Purchase Price. The Licensee agrees to purchase the Product from the Licensor at the
Distributor Price as defined in Exhibit A;

4 30 days Invoice Payment. The Licensee agrees to pay the Licensor within 30 days from the date of
an invoice;

5. Appointment of Board Member(s) by Licensor. Upon the execution of this Agreement, the present
board members and the present controlling shareholders of the Licensee will permit the Licensor to
appoint one Director to the Board of Directors of the Licensee and/or one Director for every three
Directors appointed to the Board of Directors of the Licensee.

Special Term and Condition

1. In the event, the Licensee's stock offering is not completed by September 30, 2000, the Licensor is
given the right to terminate this Agreement (The initial public offering was completed on July 21,
2000, based on the escrow release.);

2. Unless modified by mutual consent, there is no stipulation of annual sales quota for the Licensed
Product found in the Agreement.
 
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PART I:ITEM 2.

DESCRIPTION OF PROPERTY

Rolltech, Inc., does not own any real property at this time. The Company will initially share office
and administrative expenditures in an existing office operated by the directors of the Company at
Suite 811, 938 Howe Street, Vancouver, BC, V6Z1N9. Administration and general office
expenditures, which include partial office lease payment, telephone, cell phones, pagers, fax ,
accounting, are estimated to be $6,000, for the first six months of operation following the stock
offering, which was completed on July 21, 2000. During the period of this report, the Company
purchased additional office furnishings for the total cost of $1,599. The Company has also entered
into a lease agreement for office equipments and furnishings, at the monthly lease payment of $450
for twenty-four (24) months, at a total lease cost of $10,800, with Vikra Investment Corporation, a
company wholly owned by Mr. Taly Keren and Mr. Michael Scheglov, the president and the vice
president of the Company respectively, as further discussed in Part II, Item 6 of this Statement.
 
 PART I:

ITEM 3.

LEGAL PROCEEDINGS

Rolltech, Inc., is not a party to any pending litigation and, to the best of its knowledge, none is
contemplated or threatened, for the period of this Statement.
 
 PART I:

ITEM 4.

SUBMISSION OF MATTERS TO A

VOTE OF SECURITY HOLDERS.

The Registrant has not submitted matters to a vote of security holders for the reporting period.
 
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PART II:

ITEM 5.

MARKET FOR COMMON EQUITY

AND RELATED STOCKHOLDER MATTERS.

The Company's common stock is not traded currently on any stock exchange or OTC market.
Through GP Express, Inc., the agency which managed its stock offering and the Company's listing
activities, the Company is engaged in the necessary preparations and filings required for listing on
the OTC Bulletin Board (OTCBB), of which the filing of this Statement is one of the many
activities required for OTCBB listing. In October of 2000, the Company has appointed Onyx
Trading Corporation of Bellevue, Washington, as the initial NASD market maker to file the Form
211 and other required documents for OTCBB listing on its behalf. However, it must be emphasized
hereunder that there is no assurance that a trading market will ever develop or, if such a market does
develop, that it will continue.

Market Price

The Registrant's Common Stock is not quoted at the present time in any stock exchange. Effective
August 11, 1993, the Securities and Exchange Commission adopted Rule 15g-9, which established
the definition of a "penny stock," for purposes relevant to the shares of the Company, as any equity
security that has a market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in
penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to
approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are suitable for that person and that
person has sufficient knowledge and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock
market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer received a signed, written agreement from
the investor prior to the transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading, and about commissions payable to
both the broker-dealer and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally,
monthly statements have to be sent disclosing recent price information for the penny stock held in
the account and information on the limited market in penny stocks. When and if the shares of the
Company are traded on the OTCBB, until such time when the shares of the Company are traded at
$5.00 or better, of which there is no assurance, the trading of the shares of the Company must
comply with the penny stock rules stated hereunder.

Holders

As of December 31,2000, the Company has 62 (sixty-two) shareholders holding freely tradable
shares from the initial public offering of shares and 3 (three) shareholders holding restricted shares
pursuant to Rule 144. The total active shareholders
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are 63 (sixty-three), with Taly Keren and Dr. Michael Scheglov holding both free trading shares
and restricted shares. Of the three restricted shareholders, two are construed by definition as
affiliates, who have agreed to additional restrictions on their shares imposed by Washington State
DFI, one of such restrictions is the extension of the share-impound period to two years for the
restricted shares held by the affiliates. Of the sixty-two shareholders holding freely tradable shares
from the initial public offering of shares, six shareholders are affiliated directly or indirectly with the
Company and thus may be required to file further disclosure documents with the SEC prior to the
sale of their shares.

Non-Cumulative Voting

The holders of shares of Common Stock of the Company do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares, voting for the election of
directors, can elect all of the directors to be elected, and, in such event, the holders of the remaining
shares will not be able to elect any of the Company's directors. As of December 31, 2000, the date of
the annual audited financial, the affiliate shareholders will own 4,312,000 shares or 77.99% of the
5,527,500 issued and outstanding shares.

Dividends

As of the date of this Statement, the Company has not paid any cash dividends to shareholders nor
does it anticipate payment of any such cash dividends in the foreseeable future. The declaration of
any future cash dividend will be at the sole discretion of the Board of Directors and will depend
upon the earnings, if any, capital requirements and financial position of the Company, general
economic conditions, and other pertinent factors. It is the present intention of the Company to
reinvest any profits received from operations into expansion of its business and/or acquisition of
additional properties.

Reports to Shareholders

The Company will furnish annual financial reports to shareholders, certified by its independent
accountants, and may, in its discretion, furnish unaudited quarterly financial reports.

Transfer Agent

The Company has appointed Pacific Stock Transfer & Registrar Agency of Las Vegas, Nevada, as
the transfer agent for its Common Stock.

Issuance of Preferred Shares

In compliance to the NASAA Statement of Policy Regarding Preferred Stock, the Company will not
offer preferred stock to insiders and promoters of the Company except on the same terms as it is
offered to all other existing shareholders or to new shareholders, unless the issuance of preferred
stock is approved by a majority of the Issuer's Independent Directors who do not have an interest in
the transactions and who have access, at the issuer's expense, to issuer's or independent legal counsel*.* 
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PART II:

ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION;

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

A. PROJECTIONS AND FORWARD-LOOKING STATEMENTS

This statement includes projections of future results and "forward-looking statements" as that term is
defined in Section 27A of the Securities Act of1933 as amended (the "Securities Act"), and Section
21E of the Securities Exchange Act of 1934 as amended (the "Exchange Act"). The words,
"anticipate", "believe", expect", "plan", "intend", "estimate", "project", "could", "may", "foresee",
and similar expressions are intended to identify forward-looking statements. The following
discussion and analysis should be read in conjunction with the Company's Financial Statements and
Notes thereto and other financial information included elsewhere in this report which contains, in
addition to historical information, forward-looking statements that involve risks and uncertainties.
The Company's actual results could differ materially from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such differences include those
discussed below, as well as those discussed elsewhere in this report. All statements that are included
in this Registration Statement, other than statements of historical fact, are forward-looking
statements. Although Management believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such expectations will prove to have been
correct. Important factors that could cause actual results to differ materially from the expectations
are disclosed in this Statement, including, without limitation, in conjunction with those
forward-looking statements contained in this Statement.

B. PLAN OF OPERATION.

As discussed previously in Item 1/Business Description, in "The Potential Ball and Roller Bearing
Market," the potential market for the Cobra (TM) Solid Lubricant is immense and cannot be
realistically realized with the limited proceeds from the Offering. In addition, it must also be
emphasized that the initial industry receptions of the Cobra (TM) Solid Lubricant, by several
Fortune 500 companies, are promising and connotes a significant demand for the Product
worldwide. Therefore, the management of the Company is optimistic but also realistic in the design
of the immediate corporate strategies for the Company. Currently, the Company is engaged in the
planning stage to implement the Grants of the License, based on the potential of each grants. To this
end, the Company has concluded that the Worldwide Web will provide the greatest potential for
immediate revenue from the sale of the Cobra Solid Lubricant to manufacturers worldwide, and is
perhaps the most effective way to apply the limited offering proceeds from the Offering with the
maximum result. For this reason, the Company has engineered the listed corporate strategies,
elaborated in this section of the Statement, in an effort to achieve immediate cash flow, and
accordingly, to enhance share value for all shareholders. This section of the Statement provides the
management's disclosures to potential investors on the Company's corporate strategies upon the
receipt of the offering proceeds, and is divided into the following topics:
 
 
 
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*The Internet Industry and the Emerging B2B E-Commerce

*Phase 1 Corporate Strategies

* Phase 2 Corporate Strategies

* Initial Revenue Sources

* Competitions

The Internet Industry and the Emerging B2B E-Commerce. The Internet has rapidly emerged as an
important medium for facilitating communication, disseminating information and conducting
commerce, at speed and cost savings less than a decade ago considered to be impractical. According
to International Data Corporation, it is estimated that the number of worldwide Internet users
exceeded 142 million in 1998 and will grow to approximately 502 million by 2003. In fact, these
estimates may be very conservative. International Data Corporation also estimates that worldwide
commerce over the Internet will grow from approximately $50.4 billion in 1998 to approximately
$1.3 trillion by 2003. Furthermore, as the Internet grows, advertisers have devoted increasing
portions of their advertising and marketing budgets to online advertising and direct marketing.
Forrester Research estimates that worldwide Internet advertising spending will grow from
approximately $3.3 billion in 1999 to approximately $33.1 billion in 2004. Moreover, worldwide
expenditures for online direct marketing, as estimated by the Direct Marketing Association, will
grow from approximately $603 million in 1998 to approximately $5.3 billion in 2003.

Corporate Strategies Based on Offering Proceeds. Utilizing the net offering proceeds of $120,000,
the Company plans to generate cash flows by completing the research and development of its Web
site to initiate the marketing of the Cobra (TM) Solid Lubricant on the Worldwide Web. The Web
address of the Company's first B2B Web site is "go2rolltech.com." For other corporate businesses,
the Company has also reserved the Web address of "rolltech-inc.com."

Research and Development of the "Go2rolltech.com." Web Site. The research and development of
the Company's first B2B Web site will be a joint effort between the management of the Company
and the newly created Technology Advisory Board of the Company, to be headed by Mr. Ilya Entin,
who has twenty years of experience in the designing of software and is well versed in Java
programming protocols. He is currently a Senior Software Developer for Watchmark, a Lucent
Technologies Venture, in which he is responsible for the Java client - server development. The
management will project its business perspectives, especially those attributes related to revenue
generation, in the creation of the Web site, whiles the Technology Advisory Board will integrate
these business related issues into the technology and the ergonomic attributes of the Web site. The
Company strategizes to establish a standardized formulation in the creation of its first B2B Web site,
which will become a repeatable precursor to additional Web sites in the future. The Company
intends to employ a professional Web page designer to create the home page of the Web site.

Phases of Web site Development. The Company plans to implement its B2B Web site launch in two
stages: 1) Phase 1, which includes the incorporation of the basic features required for the B2B Web
site to generate immediate revenues; and 2) Phase 2, which encompasses the improvements over the
Phase 1 Web site features and expansion of server capacity and safety.

Phase 1 Strategies. The fundamental features of the Company's first B2B Web site will include:

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1. *Central Theme of Web Site*. As previously stated, the Company envisions to develop premium
B2B Web sites, to be viewed by the manufacturers worldwide as the primary sources for
information on new manufacturing solutions, high technology manufacturing products, and the
best deals in the market for manufacturers. The Company will embed this central theme in the
design of its first Web site to project its corporate image along this theme.

2.  *Easy Home Page Loading*. The graphics of theHome Page will be designed in a manner to
accommodate quick launch and display of the entire page, even with dial-up 56K modem. To
accomplish this objective, the page will be designed as a small sized HTML file, with minimum
JPEG graphics and without the usage of any GIF or related moving graphics. The objective for this
attribute of the Web site is simple, to permit the business viewers to quickly open the Home Page, to
get down to business and to initiate navigation of the Web site with minimum wait for page loading.

3.  *Easy Home Page Topic Finder*. The Company will design the Home Page with user friendly
simplicity, without the busy clutters found in many business Web sites, to facilitate the navigation of
the Web site by corporate users. The Link Selections on the Home Page will be limited to only few
major categories (e.g., "Company Information," "Product Information"). With the movement of the
mouse prompter to a listed category, a window will appear to reveal the sub-categories, much like
the features found in the menu of many current Window based software. In this manner, the
sub-categories are hidden in the Home Page and may be easily altered by the Company, without any
modification required on the HTML file of the Home Page. Thus, additional product page links may
be added onto the Web site with ease and speed in the future. A random search feature will also be
available to visitors to search the entire Web site "link tree" based on a given key word. This feature
is essential to the operation of a marketing Web site, since each Web page is too limited in space to
provide a list of all potential search topic, without obstructing the actual intended subjects of the
page.

1. *Product Information Links*. Each Product Information subcategory link will be designed with an
intuitive repeatable protocol for easy navigation by end users and also for easy modification by
the Company. For example, the Cobra (TM) Solid Lubricant page will include product history
and description, product applications (link), current customer comments (link), sample request
form (link), visitor information questionnaire form to determine product applicability (link),
product information on-demand download link, and email feedback (link). In addition to these
features, the product page for conventional products will also include direct quote link for a given
item and order form link. The Company intends to design its B2B Web site link features with the
state-of-the art interactivity and fast retrieval of information on demand.

2   *Streaming Video and Audio*. Initially, the streaming video to be incorporated into the Web site
will be limited to the illustration of product applications. The duration of the video will be short. The
Company has initiated discussion with local streaming video resellers, as well as TYCOM X, Inc. of

15

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Los Angeles, which offers complete turnkey streaming video packages for large capacity
simultaneous visitors, utilizing a new JAVA technology requiring no end user viewer installation.
The Company may select streaming audio along with slide show-audio presentations to provide a
multimedia presentation of its licensed products and products of advertisers. Due to the smaller file
size, streaming audio presentation loads faster and streams smoother. It also allows the visitor to
listen to the audio while reviewing the text and graphics related to a product line.3. *Web Site Hosting*. The Company will seek a hosting agent for the Web site, which has the ability
to provide expandable band-width and cache to accommodate any large simultaneous visitor load to
the Web site. In addition, the hosting agent must also provide adequate "fire wall" protection against
potential hackers, which will become an essential component intrinsic to any client information
transmission and client payment transaction conducted over the Web site. Any successful hacking
against the Company's Web site(s), resulting in the shutting down of the Web site(s), will have a
detrimental effect on the business of the Company.

Phase 1 Support Advertisement for Web Site. As indicated in the "Use of Proceeds" section, the
Company has allocated $20,000 for marketing activities of the Web site in Phase 1. Upon the
completion of the R&D and the testing of the first B2B Web site, to increase visibility and enhance
traffic to the site, the Company will promote the Web site utilizing the following strategies:

1. *Business Journal Advertisement*. The Company plans to promote the Web site to manufacturers
by placing small but catchy ads on the Wall Street Journal, the Asia edition of the Wall Street
Journal, and the European edition of the Wall Street Journal. These small ads will be created
specifically to attract the attention of the managements of manufacturers to the Company's B2B
Web site. The Company may also place ads on the Economists, which also has a worldwide
circulation. In addition, the Company may also consider placing ads on manufacturer trade
publications.

2.  *Cross Advertisement Links*. The Company intends to corporate with other B2B manufacturer
Web sites to establish cross advertisement links with these Web sites. Cross advertisement links may
immediately be established with Licensor's Web site and the Web site of the current customers of the
Licensor.

Phase 1 Search Engine Listing. The Company intends to list its B2B Web site on the ten largest
search engines, including excite@home, yahoo, infoseek, America Online, LookSmart, About, Alta
Vista, Google, DirectHit, Yep, and NorthernLight, of which the latter five search engines use
computer algorithms to predict relevance. To assure accessability and visibility in the search engine
listings, the Company will employ available services to manually submit the listing on the search
engines, wherever possible once a month, and to enter the submission under several relevant key
categories to enhance hits.

Phase 2 Strategies. Once the B2B Web site is launched through the successful implementation of
Phase 1 strategies, the Company will initiate its Phase 2 strategies, by applying additional capitals to
strengthen the visibility of its B2B Web site and the marketing of the Cobra (TM) Solid Lubricant
technology primarily through the quantitative and qualitative enhancement in the

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advertisement of the site. The main thrust ofthe Phase 2 Strategies is to increase traffic to the Web
site and to promote and sell the new Cobra (TM) Solid Lubricant technology, which is still widely
unknown to manufacturers around the world. Unaware of the Cobra (TM) Solid Lubricant
technology, as an alternative to conventional lubrications and seals for roller and ball bearing
assemblies, the manufacturers will be interested to learn the newly developed high technology
solution to their bearing problems, as some of the Fortune 500 companies have expressed.

Enhanced Support Advertisement for Web Site. With the $11,000 allocated for the advertisement
activities of its Web site, as discussed in the "Use of Proceeds" section, the Company plans to
promote the Web site in Phase 2 of its strategies utilizing the following approach:

1. *Trade Journal Advertisement*. In addition to the ad placements on the global and regional
business journals, the Company plans to promote the Web site to manufacturers by placing cost
effective small but catchy ads on trade journals for general manufacturing, paper manufacturing,
photography and video manufacturing, light bulb manufacturing, food manufacturing, and drug
manufacturing. The Company firmly believes its effort to attract specialty manufacturers, for
which the Cobra (TM) Solid Lubricant provides immediate solution, will generate substantial
interests and sales.

2.  *Attending Trade Shows*. To further market the B2B Web site, the Company will attend major
manufacturer conventions, especially for the paper industry, the photography and video industry, the
light bulb industry, and the food and drug industries. Due to limited funding, the Company most
likely will not have any display booth in these functions, until such time larger funding is available
to the Company.

Web Site Improvement. In Phase 2, the Company may budget some of the funds to the
improvement of the Web site. Some of these improvements may include:

1. *Web Site Hosting Enhancement*. The Company will seek to enhance the capacity of the Web
hosting service to accommodate increased file storage capability and increased visitor capacity.
In addition, the Company will seek to enhance the frequency and spectrum of the visitor profile
feedback report from the hosting agent, of which the data is proprietary and resalable in the
information market. Lastly, the Company will seek to improve the securities of the Web site
against hackers and unsolicited information gathering of the Company's visitors.

2.  *Streaming Video Enhancement*. The product application streaming video available for the
Cobra (TM) Solid Lubricant page in Phase 1 will be expanded to include testimonies from current
users. The overall video length will most likely be increased, along with better quality video
scripting and productions.

3.  *Video Conferencing*. The feature of video conferencing on scheduled time will be incorporated
into the Web site.

Initially, the open source chat room method will be utilized to implement this feature due to limited
funding. Upon verification of the visitor's manufacturer status, the visitor will be able to request a
scheduled video conference with a marketing agent of the Company via the B2B Web site.
 
 17

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Expansion of Marketing in Other Aspects of the Licensed Territory. According to the License
Agreement for the Cobra (TM) Solid Lubricant, in addition to the exclusivity to market the Product
on the Worldwide Web and its future derivatives, the Company is also granted the exclusive
marketing right in Central and South America and the non-exclusive right in North America. If fund
is available, the Company plans to conduct initial works in the expansion of the marketing of the
Product in other domains of the licensed Territory.

Initial Revenue Sources. Upon completion and the successful launch of its first B2B Web site, of
which there can be no assurance, the Company expects to derive revenues from the worldwide sale
of the Cobra (TM) Solid Lubricant, from additional licensed products, and form corporate
advertisements of services and products from the manufacturing industries and manufacturing
service industries.

The Sale of the Cobra (TM) Solid Lubricant. As discussed previously in "The Market of the Cobra
(TM) Solid Lubricant," the current market for roller and ball bearing production is estimated to be
$25 billion, of which the potential market serviceable by the Cobra (TM) Solid Lubricant is $12.75
billion. The Cobra (TM) Solid Lubricant has only been recently introduced in North America and
has not been marketed aggressively on the Internet to a worldwide audience.

The Sale of Additional Licensed Product in the Future. As reviewed previously in the "Future
Products under R&D," the Licensor of the Cobra (TM) Solid Lubricant has several products under
research and development, of which the Company has a first right of refusal. The new formulations
of the Cobra (TM) Solid Lubricant, currently under development for the food and drug
manufacturers, when available, may expand the potential sales of the Product in these new markets.
In addition, the research in the applications of the Cobra (TM) Solid Lubricant in the recreational
sport industry is expected to enhance the potential sale of the Product. In addition, the innovative
surface treatment for steel and non-ferrous metals, currently under research and development by the
Licensor will provide the Company's B2B Web site with new products for marketing, resulting in
the expansion of the revenue sources.

Corporate Advertisement Sale. The Company expects to generate additional income from the Web
site by selling limited number of ad spaces to inventory and equipment financing firms and to the
manufacturers. There can be no assurance of the Company's ability to generate income in this
manner.

Competition. In term of the Internet marketing of the Cobra (TM) Solid Lubricant, the Company has
an exclusive marketing license for the Product, and thus, has no competitor. However, as previously
stated, the Product will compete directly with lubrication and seal products currently available for
conventional roller and ball bearing assemblies, as well as newer polymer-based bearings. In
addition, the B2B e-commerce on the Internet is a fast growing sector with new entries into the
market almost on a daily basis. The Company will face ample competitions in this market.

Disclaimer and Cautionary Statement Related to the Plan of Operation .Due to the limited proceeds
of its recent stock offering and the speed of the advancement of the Internet technology, at its sole
discretion, the management of the Company reserves to right to alter or abandon any of the
stipulated features and/or activities involving the first B2B Web site.

1. MANAGEMENT DISCUSSION AND ANALYSIS OF OPERATION ENDED DECEMBER
31, 2000.

The Company is in the developmental stage and has no history of operation prior to the Offering of 
 
 18

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shares. The activities  of the Company, from inception to December 31, 2000, may be categorized
into "offering and listing activities" and "business and licensing activities," which are discussed
below.

Results of Operation for Period Ending December 31, 2000.

Revenue for the current fiscal year ending December 31, 2000, was $0.00. For the reporting period,
the Company had a net operating loss of $(56,232) and incurred General and Administrative
Expenses of $(58,942).

Liquidity.

From inception of the Company in January of 2000 to the period ending December 31, 2000, the
Company had total operating expenses of $(58,942), while receiving $0.00 in revenue. The
weighted loss per share was $(.01).

For the fiscal year, the Company had total current cash asset of $103,825, a total current asset of
$105,938, against total current liabilities of $29,702.

For the reporting period, the Company received $15,000 from the sale of 4 million shares in
restricted securities to its founders and the gross proceeds of $150,000 and net proceeds of
approximately $120,000 from the sale of 1.5 million shares in the initial public offering of shares
(the Offering).

Offering and Listing Activities

1. Engagement of Offering Preparation and Coordination Agent. On January 29, 2000, the
Company consummated an agreement with GP Express, Inc., to provide a comprehensive turnkey
service package to prepare and coordinate all aspects of the offering and listing activities of the
Company, including the engagements of the presiding legal counsel, certified public accountant,
escrow agent, and stock transfer agent.

2. Offering Filing and Approval by Washington State. On March 17, 2000, the Company filed its
initial public offering of shares with gross proceeds of $150,000 (the Offering) to Washington State
DFI, pursuant to RCW 21.20.210 Qualification Registration of Securities, and separately, with the
Securities and Exchange Commission pursuant to Section 230.504. On June 1, 2000, the Company
received the approval from Washington State DFI to initiate the sale of the Offering.

3. Engagement of Escrow Agent and the Completion of Offering Sale. Upon the approval of the sale
of the Offering by Washington State DFI, on June 28, 2000, the Company engaged the escrow
services of Southwest Escrow to process and record the gross proceeds from the sale of the Offering.
The engagement of a third party state licensed escrow agent for the sale of the Offering was a
condition for the approval of the Offering by Washington State Securities Administrators. In
addition, at the request of Washington State DFI, the escrow conditions were modified in accordance
to the requirements of Washington State Securities Administrators. On July 21, 2000, the Company
completed and closed the Offering, with the release of the escrow by Southwest Escrow for a total
gross proceed of $150,000.

4.  CUSIP Number Application. On June 28, 2000, the Company submitted its request for CUSIP
number to the CUSIP Service Bureau of S&P. On July 7, 2000, the CUSIP Service Bureau notified
the Company of the issuance of CUSIP number (77578R 10 0) related to its shares.

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5. Engagement of Stock Transfer Agent. On June 28, 2000, the Company consummated an
agreement with Pacific Stock Transfer, pending the completion of the sale of the Offering. Upon the
release of the offering proceeds by the escrow agent, the Company activated the stock transfer
services of Pacific Stock Transfer to immediately register and issue stock certificates to its present
shareholders.

6. Form 10SB Filing with the Commission. On October 4, 2000, the Company filed Form 10SB
with the EDGAR Division of the Securities and Exchange Commission, as a requirement for the
listing on the NASD OTCBB. On October 31, 2000, the Commission issued a "no comment" letter
related to the Form 10SB filed. With the successful filing of the Form 10SB, the Company has
become a reporting company henceforth.

7. S&P Listing Filing and Approval. In September of 2000, the Company initiated initial discussion
with Standard & Poor's for corporate listing. Since the Company's shares are registered in
Washington State only, to procure a secondary market in additional states, it was essential for the
Company to become listed on S&P or Moody, prior to its OTCBB listing. On December 27, 2000,
S&P notified the Company in writing that it received editorial approval for publication in S&P's
Corporation Records****and that the profile has been scheduled to publish in S&P's Daily News no later
then Thursday, January 11, 2000, according to the accelerated (10) day service requested.

8. Engagement of Initial Market Maker for OTCBB Listing Application. In October of 2000, the
Company met with the CFO and CEO of Onyx Trading Corporation to explore the interest of Onyx
Trading in assuming the role of the sponsoring market maker for the Company's OTCBB listing. In
mid December of 2000, Onyx Trading Corporation filed the required Form 211 and related
documents with the OTCBB on behalf of the Company and received the initial comments from the
OTCBB during the last week of December.

Business and Licensing Activities.

1. Exclusive Marketing License Agreement with Terlaz USA, Inc. On February 7, 2000, the
Company ( the Licensee) consummated its first marketing license agreement with Terlaz USA Inc
(the Licensor). Three important elements of the License agreement are: 1) the grant of the exclusive
marketing rights of the Cobra (TM) Solid Lubricant within the domain of the Worldwide Web and
its future derivatives; 2) the grant of the first right of refusal to future products developed by Terlaz,
the Licensor; and 3) as a condition for the grants of the License, the Licensor has the right to
terminate the License, if the Company's stock offering is not completed by September 30, 2000.

2. In February of 2000, the Company registered its Internet domain name of go2rolltech.com with
Register.com. In November of 2000, the Company registered a new domain name as
rolltech2000.com, to be used for its main Web address.

3. In March of 2000, the Company's management initiated discussion with Robert Souter, President,
Protecsa, an engineering firm in Panama, for the marketing of the Licensed Product in Central
America.

4. On April 14, 2000, the Company's president and vice president attended the National
Manufacturing Week Show in Chicago for the following purposes:

20

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* To observe UTA booth activity and product interest;

* Attend UTA distributors meeting with updated information on Cobra Solid Lubricant;

* Meeting with management of the UTA;

* Meeting with Ludwig Roths representative of Schming GmbH & Co. of Germany; regarding
exclusive distribution rights of Polymer Bearings and components in Americas.

5. On August 3, 2000, the Company's executives traveled to the facilities of Terlaz in New York for
the following objectives:

*Touring the plant of UTA;

*Meeting with managers and employees;

*Learning manufacturing process from start to finish;

Discussions on Web side arrangement, content, connectivity and linkage.

6. On August 1, 2000, the Company entered into a lease agreement for office equipments with Vikra
Investment Corporation, a company owned by the president and the vice president of the Company.
The lease agreement requires the Company to pay the Lessor a monthly lease payment of $450 for
24 months, for a total sum of $10,800. The Lease agreement covers a period of two (2) years with
the option to purchase at the conclusion of the lease. The lease agreement, the related corporate
resolution, and the signed consent by the independent directors due to the affiliate nature of the
transaction are disclosed in the Part III/Item 13 of this Statement.

7. In September of 2000, the Company purchased and installed high speed ADSL connection from
Telus Corp. of Vancouver, B.C.

8. On October 6, 2000, at the request of Protecsa, an engineering firm in Panama, for a formal due
diligence report on the Licensor of Cobra (TM) Solid Lubricant, toward the potential distributorship
of the Licensed Product in Central America, the Company signed an engagement letter with Evans
& Evans, Inc., of Vancouver, B.C., to produce a due diligence report on Terlaz USA, Inc. and its
affiliates, involved in the manufacturing and marketing of the Licensed Product. On December 28,
2000, the Company received a completed due diligence report on the Licensor and its affiliates, of
which the Company has been advised by Evans & Evans that the report is to be used for "internal"
usage only, as stipulated by the engagement letter, precluding any publication and general
dissemination of the report. However, the Company will make the report available for viewing in
person at the premise of the Company by any existing or potential shareholder of interest.

9. In November of 2000, the Company signed an agreement with AZ Design to build and install the
Company's first B2B Web site , to be completed by mid December, under the domain name of
"rolltech2000.com." The Company's B2B Web site was completed and launched on December 5,
2000.

10. In November of 2000, the Company's executives traveled to Panama to further its discussion
with Protecsa of Panama to market the Licensed Product in Central America.

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D. MANAGEMENT DISCUSSION ON CURRENT OPERATION RISK FACTORS AND
RISK FACTORS DISCLOSED IN THE OFFERING

The business of Rolltech, Inc., is subject to numerous risk factors, including those business and share
related risk factors promulgated in the prospectus of the Offering, and those business and market
related risk factors which emerged after the completion of the Offering. The risk factors discussed
herein are not exhaustive, but are merely illustrative of the substantial risks involved in an
investment in the securities of the Company.

Current and Emerging Business and Market Related Risk Factors

1. Current Slowdown in the Manufacturing Sector of the United States. During the fourth quarter of
2000, the manufacturing industry in the United States is experiencing a significant slowdown
with high inventory level among the industry's distributors, to the extent that some experts started
to call the condition, a "manufacturing recessionary environment." Since the Licensed Product,
the Cobra (TM) Solid Lubricant, is targeted for the manufacturing industry, the slowdown will
inevitably have a negative impact on the business of the Company in 2001.

2.  Increasingly Poor Visibility for Internet Commerce. The once bustling Internet commerce sector,
experienced during 1998 to the first six months of 2000, has lost its forward momentum during the
third quarter of 2000, with increasingly poor business visibility. The poor business visibility in the
B2B sector of the Internet commerce, highly touted by the investment community during 1999, will
adversely affect the marketing efforts of the Company on its Web site. It is the opinion of the
Company that business visibility of e-commerce will remain poor throughout most of 2001.

3. Diminishing Market Condition for Internet Related Issues. With the sudden decline in the market
values of Internet issues during March and April of 2000, there is a diminishing market condition
for Internet related issues on the NASDAQ and OTCBB markets. Market sentiment has clearly
shifted toward the traditional method of valuation of a public company with emphasis on future
earnings. During the fourth quarter of 2000, several NASDAQ Internet companies have burned
through their capital reserves and have been delisted by the NASD. Even the once high-flyers,
pet.com and etoy.com, have disclosed their dire financial situations and raised doubt of their
continued operation as publicly traded entities in 2001.. In this environment, the Company has
applied for listing on the OTCBB during December of 2000, facing uncertainty in the reception of
its shares in the market once listed.

4. Poor Market Condition for Private Placement. As disclosed in the Offering Prospectus, it was the
intent of the Company to seek additional funding via a private placement in the amount of $500,000
to $750,000, within six months from the completion of the Offering, to enhance the working capital
of the Company. The poor market conditions for public funding may render the desire of the
Company for additional funding to be futile during the first two quarters of 2001. The difficult
access to immediate private placement funding may cause financial difficulty for the operation and
execution of the Company's business plan, since the Company received only an estimated net
proceed of $120,000 from its initial public offering of shares, plus an initial capitalization of
$15,000.

5. No Revenue and No Earning. As of December 31, 2000, the Company has $0.00 in revenue and
therefore has no earning. As disclosed in the previous section of this Item 6, the Company has
concentrated most of its effort, throughout 2000, on the completion of the Offering and the OTCBB

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listing of its shares. Although the Company has successfully launched its B2B Web site on
December 5, 2000, the Company cannot guarantee the realization of any revenue from its new Web
site, and if revenue is realized, that such revenue will be sufficient to compensate for the ongoing
expenditures of the Company.

5. Certain Transaction Recorded for the Reporting Period. On August 1, 2000, the Company
entered into a lease agreement for office equipments with Vikra Investment Corporation, a company
owned by the president and the vice president of the Company. The lease agreement requires the
Company to pay the Lessor a monthly lease payment of $450 for 24 months, for a total sum of
$10,800. The Lease agreement covers a period of two (2) years with the option to purchase at the
conclusion of the lease. The lease agreement, the related corporate resolution, and the signed consent
by the independent directors due to the affiliate nature of the transaction are disclosed in the Part
III/Item 13 of this Statement.

General Business Related Risk Factors.

1. Limited Operating History. Rolltech, Inc. was incorporated in Nevada on January 25, 2000 and
has not yet commenced operations. The Company's future growth and profitability are dependent
upon several factors, including the successful listing of its shares on the OTCBB and the market
acceptance of the licensed Cobra (TM) Solid Lubricant (the Product) and other manufacturer
products to be marketed on the Company's business-to-business Web site..

2. The Company's Business and the Economy. The Company's management expects to generate
immediate revenues from the sale of the licensed Product on its first B2B e-commerce site, although
the Web site is not currently functional and the Company has no revenues to date. However, there is
no assurance that the Company will be able to profitably sell the licensed Product to manufacturers.
Furthermore, the Company's business related to the manufacturing industry is highly sensitive to the
national and international economies, as well as Internet market conditions. A sudden downturn in
the national economy or in the countries where the Company intends to vend its services due to
territorial limitation of the current License, may have a disproportionately high impact on the
Company's ability to generate revenues as compared with companies in other industries.

3. Competitors in Product Marketing, Ad Space Marketing, and Acquisition of Future Licensed
Products. There is intense competition for business in the market of the Cobra (TM) Sold
Lubrication, to supply manufacturers with lubrication and seal products suitable for roller and ball
bearings found in manufacturing equipments. With more entries into the B2B market in the future,
the Company will undoubtedly also face competitors in the marketing of the advertisement space to
manufacturers on its B2B Web site. In addition, when the Company is ready to launch its future
Web sites, there will be competitors for the markets and for the revenue sources for these Web sites.
Furthermore, the Company also anticipates competitors in the acquisition of licenses for future
products, if other B2B marketeers compete aggressively to acquire licensing for high technology
products in the manufacturing industry. Many firms and/or persons competing for such markets are
far better financed and have a much larger staff of technical personnel than the Company, thus
increasing their competitive advantage.

4. Limited Initial Working Capital. The Company currently has limited initial working capital.
Although the projected use of proceeds disclosed in the prospectus of its stock offering reflects the
current strategies of the Company, there is no assurance that the business environment on which the
expenditures were based will remain the same. Any unanticipated increase in the development,
marketing, and operation costs of the B2B Web will have a negative impact on the Company's operations.
 23

=============================

5. New Business in Evolving Internet Market.Investors should examine the Company's ability to
grow and prosper in light of the risks, uncertainties, expenses and difficulties frequently encountered
by companies in an early stage of development, particularly companies in new and rapidly evolving
markets such as the B2B online marketing and advertising markets. Some of these risks include the
Company's ability to:

. successfully launch and initiate the Company's B2B Web site;

. anticipate and adapt to the rapid changes in the Internet;

. manage growth effectively;

. continue to integrate and upgrade technology related to the operation of the B2B Web site;

. respond to competitive developments in the same market;

. continue to identify, attract, retain and motivate qualified personnel.

If the Company is unsuccessful in addressing the above risks and other inherent risks not cited
above, the Company's startup venture may falter and the business, along with potential revenues,
may not grow in accordance to the business model stipulated in this Registration Statement, and
thus, may fall short of expectations of industry analysts and investors, which in turn could negatively
affect the price of the shares of the Company.

6. Many Anticipated and Unanticipated Business Factors Affecting E-Commerce Startup and
Operating Results. The success of the Company's B2B Web site is directly related to the continued
acceptance and evolution of the Internet as a marketing medium. Any negative publicity and/or
diminishment in the public's interests in the Internet will negatively impact the operation of the
Company. The immediate success of the Company is also contingent on the positive reception of the
present licensed Product by manufacturers and the reception of future licensed products, as well as
the acceptance of the B2B Web site by industry as an effective marketing tool for their products and
services. Although by no mean exhaustive, some of these business factors, implicit to the B2B Web
site marketing concept and to the wildly evolving Internet as a business marketing medium, which
may adversely affect the operations and the share price of the Company, are discussed individually
in this section of the Prospectus, the overview of which may be summarized as follow:

. Business and industry acceptance of the Internet as an effective B2B commerce medium;

. The growth momentum of the Internet and the B2B e-commerce, compared to traditional media;

. Industry acceptance of the licensed Product and future licensed products;

. Changes in the technology of the licensed products, resulting in obsolescence;

. Industry acceptance of the Company's B2B Web site as an effective marketing and advertising
medium;

. Changes in the technology and/or pricing policies of B2B Web site competitors;

. Expiration or termination of licensing agreement in the licensed Product and future licensed
products;

. Introduction of new or enhanced services by the Company or by other B2B Web site competitors;

. System outages and delays by the Licensor and other future licensor(s), resulting in delay in
processing of orders;

. System outages and delays in upgrade related to our first B2B Web site and future Web sites;

. Disruption or impairment of the Internet;

. Changes in government regulation of the Internet;

. General economic and market conditions, as well as economic and market conditions specific to the
Internet.

24

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7. Business and Industry Acceptance of the Internet as an Effective B2B Commerce Medium.
Although it is widely touted by market analysts that the B2B Internet market is vastly more
immense than the consumer Internet market, measuring in trillions of dollars, the evolution of this
market is uncertain, and due to the lack of history, is subject to wild speculations from all directions.
Thus, the investment in the B2B Internet marketing business of the Company is not suitable for all
investors.

8. The Growth Momentum of the Internet and the B2B E-commerce, Compared to Traditional
Media. The success of the Company depends on the growth momentum of the Internet in general
and of the B2B e-commerce in particular. If the Internet infrastructure and the B2B Web commerce
fail to grow and develop further, below the speed favorable to the acceptance of the Internet by
businesses and industries, the implementation of the Company's current business model will be
adversely impacted. Since the Company expects to derive substantially most of its revenue in the
foreseeable future from B2B e-commerce of high technology manufacturing products and services,
the future success of the Company is highly dependent on the increased use of the Internet by the
manufacturers and manufacturer support businesses. In addition, B2B e-commerce is still a
grass-root business model, filled with excitement but also risks, of which the effectiveness is
uncertain compared to traditional business-to-business marketing methods.

9. Industry Acceptance of the Licensed Product and Future Licensed Products. The current licensed
Product, the Cobra (TM) Solid Lubricant, is a relatively new product, targeted to provide solution
for the lubrication and seal problems wherever roller and ball bearings are used. In addition, the
Company intends to seek exclusive marketing license for future products in development from the
Licensor and other developers. Although the initial reception of the Cobra (TM) Solid Lubricant by
Fortune 500 companies is positive, the success of the Company depends on the continued acceptance
of the licensed Product and future licensed products by the manufacturing industries.

10. Changes in the Technology of the Licensed Products, Resulting in Technology and/or Market
Obsolescence. The current licensed Product, the Cobra (TM) Solid Lubricant, is a relatively new
product, targeted to provide solution for the lubrication and seal problems related to the
conventional roller and bearing assemblies. The Cobra (TM) Solid Lubricant technology has shown
technological advantages in certain applications, not found in conventional lubrication and seal
methods. Any changes in the technology of the licensed Product and/or future licensed products,
which will diminish the acceptance of the licensed products by industries or render the technologies,
on which the licensed products are based on, obsolete, will certainly have a devastating impact on
the revenue of the Company derived from the affected products.

11. Industry Acceptance of the Company's B2b Web Site as an Effective Marketing and Advertising
Medium . The ability of the Company to effectively market the licensed Product, to procure licenses
for future products, and to sell the advertisement spaces on its B2B Web site, is contingent upon the
industry acceptance of the Company's B2B Web site as an effective marketing and advertising
medium to sell the goods and services of the manufacturing industry. If for some reasons the
industry determines to reject this marketing medium, on which the business of the Company is based
on, the business of the Company will falter, until the business model is revised or altered.

12. Changes in the Technology And/or Pricing Policies of B2b Web Site Competitors. The ability of
the Company to effectively sell advertisement spaces, and to a certain extent, to procure newly
licensed products to market, is based on the acceptance of the Company's B2B Web site by the
manufacturing industry as an efficient marketing medium, compared to the competitors' Web sites
and the conventional method of marketing. Any change in the technology and/or pricing policies of
our competitors with competitive B2B Web sites, which will give the competitors advantages over
the Company's technologies and/or pricing structures, will negatively impact the business of the
Company. Many firms and/or persons competing for the same markets are

25

=============================

far better financed and have a much larger staff of technical personnel than the Company, thus
increasing their competitive advantage.

13. Expiration or Termination of Licensing Agreement in the Licensed Product and Future Licensed
Products. According to the License Agreement for the Product, the Company is obligated to meet
certain terms and conditions to retain the License. Pertaining to the duration of the License, unless
terminated by the mechanism(s) of the Agreement or by consent, the obligations of the Licensor and
the Company remain in force and effect for a period of ten (10) years. The termination of the
licensed Products, or of future licensed products, caused by the Company's inability to meet the
terms and conditions related to the licensed products and/or caused by any dispute with the licensors
of the licensed products resulting in suspension of the licenses, will impact adversely on the business
of the Company.

14. Introduction and Acceptance of New or Enhanced Services by the Company. Any introduction
of newly licensed products, new revenue sources from the Company's Web site, or the introduction
of new Web site will require investments of time and funds by the Company, without any guarantee
in a positive result from the investments. Due to the speed at which the Internet is evolving, what
seems to be plausible at the planning stage of a project may become ineffective when implemented.

15. Management Failure to Timely Integrate New Technologies into the Business Model. Effective
operation and maintenance of a B2B Web site requires timely upgrades of newly introduced
technologies (e.g., streaming audio and video) and Internet marketing tools and methods. Inability of
the management to stay connected to new developments, to recognize the applicability of the new
technologies, and to effectively integrate the new Internet technologies and tools into the business
model of the Company, will result in technological and marketing obsolescence of the Company's
B2B Web sites and faltering of the overall business model of the Company.

16. System Outages and Delays Caused by the Licensor(s), Resulting in Delay in Order Processing.
System outages and delays, caused by manufacturing and other internal problems of the Licensor, of
which the Company has no direct control, will inevitably result in the delay in the processing of
customer orders from the Company , which in turn will have a negative impact on the business of the
Company.

17. System Outages Related to Our First B2b Web Site and Future Web Sites. The technologies
enabling the efficient operation of a B2B Web site involve software, hardware, and services
provided by support vendors, outside of the direct control of the Company. Any shut down of the
B2B Web sites operated by the Company, in prolonged duration, will have a devastating impact on
the e-commerce of the Company. The Company will maintain and upgrade the systems of its Web
sites diligently. However, as with any new and fast evolving technology, there is no assurance that
the upgrades and maintenance will absolutely obviate the break down of the Web site. In addition,
any internal impairment of the Internet or disruption caused by hackers will have an adverse effect
on the proposed business of the Company.

18. Disruption, Impairment, or Delay in Growth of the Internet. The Company's business model
requires the efficient working and continued growth of the Internet infrastructure. Any disruption,
impairment, or delay in the growth of the Internet as a trusted electronic super highway for
commerce will have a direct adverse effect on the operation of the Company. Some of these potential
negative factors include:

. Successful shut down of prominent Web sites on the Internet by hackers using viruses and other
disruptive methodologies, as exemplified by the "denial of service" attacks in January of 2000 on
Yahoo, eBay, and other high profile Web sites;

26

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. Diminishment of Internet's credibility in the perception of businesses as an efficient and secured
medium to conduct business, caused by securities breaches, infrastructure breakdowns due to
internal or external causes, and ineffective timely development of enhanced Internet infrastructure
and compliment application technologies to enhance the speed and the quality of information
delivery in the environment of explosive growth in worldwide users;

. Increase in the invasion of privacy of consumer and business Internet users by Internet Information
Marketing firms via increasingly sophisticated software programs, reducing the freedom and
activities of Internet users;

. Slow growth in the PC industry to introduce higher speed CPU and Web appliances to facilitate the
entry into the Internet;

. Residual effects of Y2K problems affecting the continued growth of the Internet on a planetary
level;

19. Government Regulation of the Internet. The Internet is a relatively new communication and
commerce medium primarily self regulated by the Internet industry and its participants. Due to the
development of an increasingly competitive environment on the Internet domestically and
worldwide, the Company believes that new domestic and international laws will be introduced in the
near future to address excesses on the Internet and its support industries. In the United States, a
number of laws and regulations have been introduced covering issues such as taxation, jurisdiction
of taxation, pricing, acceptable content, product delivery timing, privacy, securities, and the
truthfulness of the advertised content. Some of these laws may enhance the credibility of the Internet,
whiles others may inhibit its growth. Some of these regulations may have a "two-edged sword" effect
on the proposed business of the Company. For example, on the issue of user privacy related to the
usage of "cookies," small Internet files forwarded to the hard drive of a visitor by the Web site with
the purpose of collecting information on the navigation habits of the visitor, any regulation limiting
the use of "cookies" will protect the privacy of the Internet users and thus enhance the credibility of
the Internet, but simultaneously, will deprive the Company of an effect mean of information
gathering concerning the visitors, which feeds into the proprietary data base of the Company, an
essential information asset of the Company.

20. Significant Amount of the Offering Proceeds Used to Repay Promoters. On February 10, 2000,
the Company has received an interim interest-free funding from Vikra Investment, Inc., for the total
amount of $30,000 to pay the immediate offering preparation expenditures, prior to the completion
of the sale of the initial public offering of shares (the Offering), with the condition that all offering
expenditures to be submitted to and disbursed from Vikra Investment, Inc., and that the debt would
be immediately settled upon receipt of the offering proceeds by the Company. Vikra Investment,
Inc., is an investment company owned by Taly Keren and Dr. Michael Scheglov, both officers and
directors of the Company. Therefore, from the total gross proceeds of $150,000 from its initial
public offering shares, $30,000 has been immediately deducted to repay the Promissory Note, of
which $28,000 is applied toward the offering related expenditures and $2,000 is applied toward the
initial organization costs. Thus, of the $150,000 in offering proceeds, about 80% or $120,000 will
be applied toward the development of the proposed business.

21. Low Sales Figures of Licensed Product by Licensor. Terlaz USA Inc, the Licensor, is currently a
privately held company incorporated in the state of New York in its third year of operation, with
1999 revenue of $112,000 and Q1 -2000 revenue of $58,000, mostly from the sales of the Licensed
Product. Thus, relative to comparative products in the manufacturing industry, the Licensed Product
has a relatively low sales figures.

27

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22. Small Amount of Offering Proceeds Available for Promotion of Web site. Since the total gross
offering proceeds is only $150,000, the Company has allocated a total of $31,000 or about 26% of
the offering proceeds for activities related to the marketing of the Web site and the Licensed Product.

23. Officers Not Committing Full-Time Efforts to the Affairs of the Company. The Management of
the Company intends to devote time to other businesses, companies or projects. Mr. Taly Keren,
thePresident/Director of the Company, will apply seventy-five percent (75%) of his weekly business
hours to the business of the Company. Dr. Scheglov, Vice President/Secretary/Treasurer/ Director
will spend seventy-five percent (75%) of his weekly business time to the operation of the Company.
Mr. Shifrin, a Director will spend five percent (5%) of his weekly business hours to the tasks of the
Company. Mr. McMurray, a Director will contribute five (5%) of his weekly business to the affairs
of the Company.

24. Likely Need for Additional Financing. The Company's management believes the proceeds from
the Offering will be sufficient to enable the Company to develop its first B2B Web site and
commence marketing operations. The Company's management also believes that the proceeds from
the Offering, together with the proceeds from operations over the next six months, will provide
sufficient funds to operate at a break even cash flow at the end of the first year. If, however, the
Company is unable to successfully generate revenues, it will require additional financing to operate
and maintain its marketing operation. There can be no assurance that such financing will be
available if and when needed, or on terms favorable to the Company.

General Share Related Risk Factors.

Although the following share related risk factors are derived from the information disclosed during
the Offering, certain values related to shares and percentage of ownership of shares have been
modified to reflect the adjusted values on the books of the Company as of December 31, 2000.

1. Limited Capital from Offering. The Company presently has limited working capital. The
Company intends to use the proceeds from the Offering to commence and develop its proposed
business operations. The Company believes the net proceeds of $120,000 from its stock offering,
along with the sale of the licensed Product and the advertisement space to manufacturers and
manufacturer support industries on its first B2B Web site, will be sufficient to successfully carry out
the Company's proposed business plan for a period of six (6) months. The Company intends to
pursue other financing alternatives in order to successfully carry out its business plan, unless
revenues from operations exceed present projections. There can be no assurance that future revenues
or financing, if any, will be sufficient to carry out the proposed business of the Company.

2. Control of the Company. Of the 5,527,500 shares issued and outstanding, the present affiliate
shareholders of the Company presently owns 4,312,000 or 77.99% of the issued and outstanding
shares, of which 4,00,000 shares or 72.7% are held as affiliate restricted shares. Thus, the present
shareholders will continue to control the Company and will be able to elect a majority of the Board
of Directors and thus control the business operations and policies of the Company.

3. Substantial Dilution; Benefit to Present Shareholders. In addition to the works already provided to
the Company, the founding shareholders of the Company invested $15,000 for their 4,000,000
restricted shares. The public investors in the initial public offering of shares of the Company paid
$150,000 for their 1,500,000 freely tradable shares. Following the successful completion of its stock
offering, on July 21, 2000, the founders of the Company owned 4,300,000 or 77.79% of the
outstanding Common Stock of the Company. Comparing the purchase price of the restricted shares

28

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owned by the founders  and the shares purchased by the investors from the Offering, the founding
shareholders purchased their shares at a price substantially below the price at which the offering
shares were sold in the stock offering. Therefore, the insider shareholders have experienced an
immediate increase in the net tangible book value of their securities, following the stock offering,
while the purchasers of the offering shares have experienced an immediate dilution in the value of
their securities. The founding shareholders of the Company acquired their shares at a cost
substantially less than the share price for which the purchasers have paid for their offering shares.
Accordingly, an investment in the shares of the Company by the offering investors have resulted in
the immediate dilution of the net tangible book value of their Shares. Based on the offering per share
price of $.10 (ten cents), new investors experienced immediate and substantial dilution of
approximately $0.076 or 76% per share. Subscribers who purchased the offering shares in the stock
offering beared a risk of loss, while control of the Company effectively remained in the hands of the
founding shareholders.

4. Possible Depressive Effect of Future Sales by Present Shareholders. A total of 4,000,000 shares of
the Company's Common Stock have been issued by the Company prior to the stock offering and are
held by Taly Keren and Dr. Michael Scheglov, officers, directors and control persons, who hold such
shares as "restricted securities", as that term is defined in Rule 144 promulgated under the Securities
Act of 1933, as amended (the "Act"). These securities may only be sold in compliance with Rule
144, which provides, in essence, that a person (or persons whose shares are aggregated) beneficially
owning restricted securities for a period of one year may sell, every three months, in brokerage
transactions, a number of shares equal to the greater of one percent of the total number of the
Company's then outstanding shares of Common Stock or the average weekly trading volume in the
Company's Common Stock during the preceding four calendar weeks. The 4,000,000 shares of
Common Stock presently outstanding were issued to Taly Keren and Dr. Michael Scheglov on
February 3, 2000. In compliance with Washington State securities code WAC 460-16A-205(1)(p),
the shareholders of the 4,000,000 restricted shares have signed lock-in agreements for 3,823,529
restricted shares, which disallows the sale of the related securities for a period of two years and
permits the sale of 2.5% of the related shares per quarter, expiring four years from the date of the
agreement. The possible sale of these restricted shares under Rule 144, may, in the future, have a
depressive effect on the price of the Company's Common Stock in the over-the-counter market,
assuming there is such a market, of which there can be no assurance. Furthermore, persons holding
restricted securities for one year who are not "affiliates" of the Company, as that term is defined in
Rule 144, may sell their securities pursuant to Rule 144 without any limitations on the number of
shares sold.

5. Arbitrary Determination of Offering Stock Price. The offering price of the Shares offered in the
stock offering was determined arbitrarily by the Company. Such share price should not be
considered an indication of, nor was it based upon, the actual value of the Company and the offering
price bears no direct relationship to the book value, assets or earnings of the Company, or any other
recognized criteria of value.

6. No Present Market for Securities. There is presently no market for the Company's securities and
there can be no assurance that any such market will develop. In the event a public trading market
does develop, there is no assurance it will continue. Therefore, any investment in the Company's
Common Stock may be highly illiquid and without a market value. In addition, the United States
Securities and Exchange Commission (the "SEC") has adopted rules that impose limitations on
trading in "penny stocks" (generally defined as securities with a price of less than $5.00).

7. Limited Market for the Company's Common Stock Due to the "Penny Stock" Regulations. The
Company's shares of Common Stock are subject to certain "penny stock" rules promulgated by the
Securities and Exchange Commission (the "Rules"), which impose additional sales practice
requirements on broker-dealers who sell penny stock to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net

29

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worth in excess of $1,000,000). For transactions covered by the Rules, the broker-dealer must make
a special suitability determination for the purchaser and receive the purchaser's written consent to the
transaction prior to the sale. Furthermore, the Rules generally require, among other things, that
brokers, engaged in secondary trading of penny stocks, provide customers with written disclosure
documents, monthly statements of the market value of penny stocks, disclosure of the bid and asked
prices and disclosure of the compensation to the broker-dealer and disclosure of the sales person
working for the broker-dealer. These rules and regulations may affect the ability of broker-dealers to
sell the Company's securities, thus limiting the liquidity of the Company's securities. By definition,
securities traded on the OTC Bulletin Board and/or Pink Sheets, with bid prices less than $5, are
considered "penny stocks," by the Rules.

8. Uncertainty of Market Reception of Shares. The Company has applied for OTCBB listing for its
shares to trade on the OTC Bulletin Board (OTCBB). There is no assurance that the NASD will
accept the Company's application to trade on the OTCBB. If and when successfully traded on the
OTCBB, it should also be emphasized that stocks listed on the OTCBB are not actively traded
stocks and experience high levels of volatility. Furthermore, due to the limited operating history and
the emerging nature of the Internet B2B industry, it is not certain how the shares of the Company
will be received by market makers and the investors in the market place. Any potential sudden
upturn in the shares of the Company when initially traded is no guarantee of favorable future share
pricing in the market.

9. No Dividends to Shareholders and None Anticipated. The Company has not paid dividends on the
shares of the Company, and there is no anticipation of doing so at any time in the near future. It is
anticipated that any income received from operations will be devoted to the Company's future
operations.

10. Certain Transactions. The Company have engaged and in the future may continue to engage in
certain transactions with its officers, directors and principal shareholders. There can be no assurance
that such transactions will be as favorable to the Company as comparable arm's-length transactions
might be. In addition, the Company has an existing Marketing License Agreement with Terlaz USA,
Inc. of New York and plans to procure additional license transactions from Terlaz and other
manufacturers. Management presently has no present or future plans to enter into competing
businesses; however, should such a conflict arise, an attempt will be made with regard to any
conflict of interest between the Company and management to resolve such conflict in favor of the
Company. It is the intent of the Company to enter into all future material affiliated transactions and
loans on terms that are no less favorable to the Company than those that can be obtained from
unaffiliated third parties, especially those transactions involving insiders, officers and directors of the
Company. In addition, all future material affiliated transactions and loans, and any forgiveness of
loans, must be approved by a majority of the Issuer's independent directors who do not have an
interest in the transactions and who had access, at the issuer's expense, to issuer's or independent
legal counsel.

11. Issuance of Additional Shares. Based on the 5,527,500 shares issued and outstanding, the
Company will have 69,472,500 authorized, but unissued, shares of Common Stock. These Shares
may be issued without shareholder approval to procure additional financing, or for any other
purpose that is deemed appropriate to the operations of the Company by the Board of Directors. The
potential issuance of such Common Stock, in the sole discretion of the Board, at any time, would
result in a lesser percentage of the Company's outstanding shares being held by the public and could
result in further dilution of the per share value of the shares held by the public. At present, there are
no plans, agreements, arrangements, commitments, or other understandings for the future issuance of
any such shares.

12. Reliance Upon Officers, Directors and Key Personnel. The Company is wholly dependent, at
present, upon the personal efforts and abilities of its officers, directors and key personnel. The
Company is especially dependent on the services of Taly Keren and Dr. Michael Scheglov, the

30

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Company's president and vice president, respectively. The loss of the services provided by either
person could have a material adverse effect on the operations of the Company. In addition, the
officers, directors and key personnel of the Company will devote only part of their time to the
Company's business, until such time the Company is funded with an additional funding of $500,000
or greater.
 
 
 
 PART II

ITEM 7

FINANCIAL STATEMENTS.

The financial statements and supplemental data required by this Item 7 follow the index of financial
statements appearing below.

Page 1 of Financial Statements 
 
 ROLLTECH, INC.

(A development stage enterprise)

Financial Statements

(Expressed in U.S. Dollars)

December 31, 2000



Index

Report of Independent Accountants

Balance Sheet

Statement of Stockholders' Equity

Statement of Operations

Statement of Cash Flows

Notes of Financial Statements
 
 
 31



---



(LETTER HEAD OF MOORE STEPHENS ELLIS FOSTER LTD.)

CHARTERED ACCOUNTANTS

1650 West 1st Avenue

Vancouver, BC Canada V6J 1G1

Telephone: (604) 734-1112 Facsimile: (604) 714-5916

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders

### ROLLTECH, INC.

We have audited the balance sheet of Rolltech, Inc. ("the Company") (a development stage
enterprise) as at December 31, 2000 and the related statements of stockholders' equity, operations
and cash flows for the period from January 25, 2000 (inception) to December 31, 2000. These
financial statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, these financial statements present fairly, in all material respects, the financial
position of the Company as at December 31, 2000 and the results of its operations and cash flows
for the period from January 25, 2000 (inception) to December 31, 2000 in conformity with
generally accepted accounting principles in the United States.

The accompanying financial statements have been prepared assuming that the Company will
continue as a going concern, which contemplates, among other things, the realization of assets and
the satisfaction of liabilities and commitments in the normal course of business. As discussed in Note
1 to the financial statements, the continued operations of the Company as a going concern is
dependent on its ability to search for a suitable business to merge with or acquire. The Company has
incurred a loss from operations. These factors raise substantial doubt about its ability to continue as
a going concern. Management's plans concerning these matters are described in Note 1. These
financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

Vancouver, Canada /S/ MOORE STEPHENS ELLIS FOSTER LTD."

March 2, 2001 Chartered Accountants 
 
 
 
 
 
 
 
 32

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page 3 of Financial Statements

|ROLLTECH, INC.                                                             |   |         
|-------------------------------------------------------------------------- | - | --------
|(A development stage enterprise)                                           |   |         
|                                                                           |   |         
|Balance Sheet                                                              |   |         
|December 31, 2000                                                          |   |         
|(Expressed in U.S. Dollars)                                                |   |         
|                                                                           |   |         
|ASSETS                                                                     |   |         
|                                                                           |   |         
|Current                                                                    |   |         
|Cash and cash equivalents                                                  | $ |         
|Prepaid expenses and deposits                                              |   | 674     
|                                                                           |   |         
|Total current assets                                                       |   | 104499  
|                                                                           |   |         
|Fixed assets                                                               |   | 1,439   
|                                                                           |   |         
|Total assets                                                               | $ | 105,938 
|                                                                           |   |         
|LIABILITIES                                                                |   |         
|                                                                           |   |         
|Current                                                                    |   |         
|Accounts payable and accrued liabilities                                   | $ | 8,488   
|Due to related parties                                                     |   | 21,214  
|                                                                           |   |         
|Total current liabilities                                                  |   | 29,702  
|                                                                           |   |         
|Commitments (Note 4)                                                       |   |         
|                                                                           |   |         
|STOCKHOLDERS' EQUITY                                                       |   |         
|                                                                           |   |         
|Share capital                                                              |   |         
|Authorized:                                                                |   |         
|75,000,000 common shares with a par value of $0.001
per share              |   |         
|Issued and outstanding:                                                    |   |         
|5,527,500 common shares                                                    |   | 5,528   
|                                                                           |   |         
|Additional paid-in capital                                                 |   | 126,940 
|                                                                           |   |         
|Deficit accumulated during the development stage                           |   | (56,232)
|                                                                           |   |         
|Total stockholders' equity                                                 |   | 76,236  
|                                                                           |   |         
|Total liabilities and stockholders' equity                                 | $ | 105,938 
|                                                                           |   |         
|The accompanying notes are an integral part of these
financial statements. |   |         

33

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Page 4 of Financial Statements ROLLTECH, INC.

(A development stage enterprise)

Shareholders' Equity

(Expressed in U.S. Dollars)

December 31, 2000

|                             |           |         |            |         | Deficit         |         
|---------------------------- | --------- | ------- | ---------- | ------- | --------------- | --------
|                             |           |         |            | Compre  | accumu

lated   | Total   
|                             |           |         | Additional | hensive | during
the      | Stock-  
|                             | Common    |         | paid-in    | income  | develop

mental | holders'
|                             | Shares    | Amount  | capital    | (loss)  | stage           | equity  
|                             |           |         |            |         |                 |         
|Shares issued for cash       |           |         |            |         |                 |         
|on February 3, 2000          | 4,000,000 | $       | $          | -----   | -----           | $       
|                             |           |         |            |         |                 |         
|Shares issued for cash on    |           |         |            |         |                 |         
|July 21, 2000, net of
shares |           |         |            |         |                 |         
|issuance cost of $36,500     | 1,527,500 | 1,528   | 114,722    | -----   | -----           | 116,250 
|                             |           |         |            |         |                 |         
|Imputed interest on loan
and |           |         |            |         |                 |         
|due to related parties       | -----     | -----   | 1,218      | -----   | -----           | 1,218   
|                             |           |         |            |         |                 |         
|Comprehensive income         |           |         |            |         |                 |         
|- net (loss) for the period  | -----     | -----   | -----      | $       | -56,232         | -56,232 
|                             |           |         |            |         |                 |         
|Comprehensive income         |           |         |            | -56,232 |                 |         
|                             |           |         |            |         |                 |         
|Balance, December 31,        | 5,527,500 | $ 5,528 |            |         |                 |         

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

34

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Page 5 of Financial Statements

ROLLTECH, INC.

(A development stage enterprise)

Statement of Operations

(Expressed in U.S. Dollars)

December 31, 2000



|**Expenses**                              |   |         
|----------------------------------------- | - | --------
|Depreciation                              | $ | 160     
|Interest (imputed) - related
parties      |   | 1,218   
|Management compensation -
related parties |   | 20,000  
|Office and miscellaneous                  |   | 4,372   
|Professional fees                         |   | 13,923  
|Rent                                      |   | 2,555   
|Transfer and filing                       |   | 2,010   
|Travel                                    |   | 14,704  
|                                          |   |         
|                                          | $ | (58,942)
|                                          |   |         
|Other income                              |   |         
|Interest income                           | $ | 2,710   
|                                          |   |         
|Net (loss) for the period                 | $ | (56,232)
|                                          |   |         
|(Loss) per share                          |   |         
|Basic and diluted                         | $ | 0.01    
|                                          |   |         
|Weighted average number of                |   |         
|common shares outstanding                 |   |         
|Basic and diluted                         |   | 4627222 

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

35

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Page 6 of Financial Statements

ROLLTECH, INC.

(A development stage enterprise)

Statement of Cash Flows

(Expressed in U.S. Dollars)

December 31, 2000

|Cash flows from (used in) operating
activities |   |         
|---------------------------------------------- | - | --------
|Net (loss) for the period                      | $ | (56,232)
|Adjustment to reconcile net loss to net cash   |   |         
|used in operating activities:                  |   |         
|- depreciation                                 | $ | 160     
|- interest (imputed) - related parties         |   | 1,218   
|Changes in assets and liabilities:             |   |         
|- prepaid expenses and deposits                |   | (674)   
|- accounts payable and accrued liabilities     |   | 8,488   
|                                               |   |         
|                                               | $ | (47,040)
|                                               |   |         
|Cash flows from financing activities           |   |         
|Shares issued for cash, net of issuance
costs  | $ | 131,250 
|Advances from related parties                  |   | 21,214  
|Loan from a related party                      |   | 30,000  
|Repayment of loan from a related party         |   | (30,000)
|                                               |   |         
|                                               | $ | 152,464 
|                                               |   |         
|Cash flows used in investing activities        |   |         
|Purchase of fixed assets                       | $ | (1,599) 
|                                               |   |         
|Increase in cash and cash equivalents,         |   |         
|being cash and cash equivalents, end of
period | $ | 103,825 

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

36

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Page 7 of Financial Statements

ROLLTECH, INC.

(A development stage enterprise)

Notes to Fiancial Statements

(Expressed in U.S. Dollars)

December 31, 2000

Incorporation and Continuance of Operations

The Company was incorporated on January 25, 2000 under the laws of the State of Nevada to
engage in any lawful business or activity for which corporations may be organized under the laws of
the State of Nevada. The Company is in the business of innovative internet marketing of new high
technology manufacturing products and new manufacturing solution. Since inception, the
Company's effort has been in the development of a business-to-business manufacturing technology
interactive website and acquisition of marketing licences of high technology manufacturing
products. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 7
"Accounting and Reporting by Development Stage Companies", the Company is deemed to be in the
Development Stage.

These financial statements have been prepared using the generally accepted accounting principles
applicable to a going concern which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. The general business strategy of the
Company is to acquire licences of high technology manufacturing products and market the licensed
products on its business-to-business website on internet to generate revenues. The Company's
management plans on raising more funds in the equity market and, in the longer term, deriving cash
from revenue from the sale of its licensed products. The ability of the Company to continue as a
going concern is dependent on funds raised in the equity market, competitions in the industry, and,
ultimately, upon achieving profitable operations of its internet marketing business. These financial
statements do not include any adjustments that might result from this uncertainty.

7. Significant Accounting Policies

(a) Accounting Estimates

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

37

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(b) Cash Equivalents

Cash equivalents usually consist of highly liquid investments which are readily convertible into cash
with maturities of three months or less when purchased. As at December 31, 2000, cash and cash
equivalents consist of cash only.

Page 8 of Financial Statements

ROLLTECH, INC.

(A development stage enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2000



2. Significant Accounting Policies (continued) 
 
 ( c) Fixed Assets

Fixed assets are amortized on the declining-balance basis at the following annual rate:

Office equipment 20%

(d) Advertising Expenses

The Company expensed advertising costs as incurred. There were no advertising expenses incurred
by the Company for the period ended December 31, 2000. (e) Foreign Currency Transactions

The Company maintains its accounting records in its functional currencies (i.e., U.S. Dollars).
Foreign currency transactions are translated into their functional currency in the following manner.

At the transaction date, each assets, liabilities, revenue and expense is translated into the functional
currency by the use of exchange rate in effect at that date. At the period end, monetary assets and
liabilities are translated into the functional currency by using the exchange rate in effect at that date.
The resulting foreign exchange gains and losses are included in operations. (f) Income Taxes

The Company has adopted SFAS No. 109, "Accounting for Income Taxes", which requires the
Company to recognize deferred tax liabilities and assets for the expected future tax consequences of
events that have been recognized in the Company's financial statements or tax returns using the
liability method. Under this method, deferred tax liabilities and assets are determined based on the
temporary differences between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect in the years in which the differences are expected to reverse. The effect on
deferred income tax assets and liabilities of a change in income tax rates is included in the period
that includes the enactment date.

38

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Page 9 of Financial Statements

2. Significant Accounting Policies (continued) 
 
(g) Accounting for Derivative Instruments and Hedging Activities

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities". SFAS No, 133 requires companies to recognize all
derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair
value. If certain conditions are met, a derivative may be specifically designated as a hedge, the
objective of which is to match the timing of gain or loss recognition on the hedging derivative with
the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable
to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not
designated as a hedging instrument, the gain or loss is recognized in income in the period of change.
SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000.

The Company does not anticipate that the adoption of the statement will have a significant impact on
its financial statements.

(h) Comprehensive Income

The Company has adopted SFAS No. 130, "Reporting Comprehensive Income", which establishes
standards for reporting and display of comprehensive income, its components and accumulated
balances. The Company is disclosing this information on its Statement of Stockholders' Equity.
Comprehensive income comprises equity except those resulting from investments by owners and
distributions to owners. SFAS No. 130 did not change the current accounting treatments for
components of comprehensive income.

(i) Financial Instruments and Concentration of Risks

Fair value of financial instruments are made at a specific point in time, based on relevant
information about financial markets and specific financial instruments. As these estimates are
subjective in nature, involving uncertainties and matters of significant judgement, they cannot be
determined with precision. Changes in assumptions can significantly affect estimated fair values.
The carrying value of cash and cash equivalents and accounts payable and accrued liabilities
approximates their fair value because of the short-term nature of these instruments. Management is
of the opinion that the Company is not exposed to significant interest, credit, or currency risks
arising from these financial statements.

Page 10 of Financial Statements

ROLLTECH, INC.

(A development stage enterprise)

Notes to Fiancial Statements

December 31, 2000

39

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2. Significant Accounting Policies (continued)

(j) Stock-Based Compensation

The Company has adopted the disclosure-only provisions of SFAS No. 123, "Accounting for
Stock-based Compensation". SFAS No. 123 encourages, but does not require, companies to adopt a
fair value based method for determining expense related to stock-based compensation. The
Company accounts for stock-based compensation issued to employees and directors using the
intrinsic value method as prescribed under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related interpretations.

(k) Loss Per Share

Loss per share is computed using the weighted average number of shares outstanding during the
period. The Company has adopted SFAS No. 128, "Earnings per share". Diluted loss per share is
equal to the basic loss per share.

(l) Impairment

Certain long-term assets of the Company are reviewed when changes in circumstances require as to
whether their carrying value has become impaired pursuant to guidance established in Statement of
Financial Accounting Standards ("SFAS") No. 121, Accounting for the Impairment of Long-lived
Assets and for Long-lived Assets to be Disposed off. Management considers assets to be impaired if
the carrying value exceeds the future projected cash flows from related operations (undiscounted and
without interest charges). If impairment is deemed to exist, the assets will be written down to fair
value.

3. Fixed Assets.

|                 |  |         | Accumulated  | Net
book
|---------------- |  | ------- | ------------ | --------
|                 |  | Cost    | depreciation | value   
|                 |  |         |              |         
|Office equipment |  | $ 1,599 | $ 160        | $1,439  

4. Commitments

The Company has entered into an operating lease agreement with a company controlled by the
directors of the Company for computer equipment, with minimum lease payments as follows:

December 31, 2001 ......................$5,400

December 31, 2002 ......................$3,150

Total .............................................$8,550

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5. Related Party Transaction

(a) During the period, the Company accrued the following expenses to its directors and a company
controlled by the directors of the Company:

Management compensation .....................$20,000

Office-equipment rental ........................... $ 2,250

Total.........................................................$22,250

(b) During the period, the Company borrowed $30,000 from a company controlled by the directors
of the Company. This $30,000 is non-interest bearing and was repaid in July, 2000. The Company
accrued imputed interest of $900 at an interest rate of 6% per annum.

(c) The Company accrued imputed interest of $318 at an interest rate of 6% per annum on the
$21,214 due to related parties as at December 31, 2000. 
 
 
6. Income Taxes

At December 31, 2000, the Company has an estimated net operating loss carryforward of $55,000,
expiring in 2014 if not offset against future federal taxable income. There may be certain limitations
as to the future annual use of the estimated net operating loss carryforward due to certain changes in
the Company's ownership.

The tax effect of temporary differences that give rise to the Company's deferred tax assets (liabilities)
are as follows:

Estimated net operating loss carry forward ................... $8,000

Less: valuation allowance ............................................(8,000)

__________________________________

PART II

ITEM 8

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Management has had no disagreements with the findings of its accountants. However, through a
corporate resolution executed

41

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by the Board on February 21, 2001, the Company's Management has decided to change accountants
to a group of closer proximity to the Company. The Company appointed Moore Stephens Ellis
Foster Ltd. as its independent accountant and dismissed Michael Bonner, CPA, who has provided
independent audits during the offering and listing stages. On February26, 2001, the Company filed
Form 8-K/Item 4 with the Commission to report the alteration.

PART III ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND

CONTROL PERSONS; COMPLIANCE WITH

SECTION 16(A) OF THE EXCHANGE ACT.

Directors and Officers

The names, addresses, ages, positions and annual remuneration of the present directors and officers
of the Company are set forth below:

Taly Keren

Age: 54

Position: President, CEO, Director

Annual Cash Remuneration: $ 24,000 (1)

Address:

470 Eastcot Road

West Vancouver, B.C., V7S1E2

Dr. Michael Schglov

Age: 50

Position: Vice President, Secretary, Treasurer and Director

Annual Cash Remuneration:$ 24,000 (1)

Address:

16125 Junita-Woodinville Way,

NE #2512

Bothell, WA 98011

Michael Shifrin

Age: 54

Position: Director

Annual Cash Remuneration: $ 0

Address:

4 Salka Court

Edison, NJ 08817

42

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Todd McMurray

Age: 39

Position: Director

Annual Cash Remuneration: $ 0

Address:

1803-1133 Beach Avenue

Vancouver, BC, V6Z1V1

Grigoriy M. Goldenshteyn

Age: 43

Position: Independent Director

Annual Cash Remuneration: $ 0

Address:

709 - 143 Avenue NE #G-27

Bellevue, WA 98007

Dr. Alexander I. Karapetian

Age: 50

Position: Independent Director

Annual Cash Remuneration: $ 0

Address:

102-30 66th Road, #1j

Forest Hills, NY 11375

(1) Upon the completion of the initial public offering, Mr. Taly Keren and Dr. Michael Scheglov
each commenced to receive $1000 per month ($12,000 per year). However, the $1000 in restricted
shares of the Company to be issued at $.10 (ten cents) per share was postponed by a corporate
resolution until the shares of the Company are traded. All officers and directors will be reimbursed
for all reasonable expenses they may incur in conducting the Company's business operations.

Background of Officers and Directors

All of the officers and directors of the Company have started and operated their own businesses, or
been involved in the start-up and operation of new businesses. Mr. Keren brings more than 20 years
of international management, investment and marketing experience. He was instrumental in the
founding of several public companies. His business experience also includes the management
positions he held in several private and public companies. Dr. Scheglov has successfully combined
his marketing, professional and business expertise in the establishment and ongoing management of
an immediate care medical facility. In addition, he also founded a chain of dental clinics in
Washington State, which was sold in 1985. Mr. Shifrin has more than thirty years of experience in
many facets of manufacturing and facility maintenance. Mr. Shifrin has a degree in Machine
Technology from the Trade Technical College in Russia and completed the three-year course in
HVAC at TCI in New York. Mr. McMurray is a Business Development consultant with 14 years
experience including over 10 years experience working with public companies in senior
management capacities.

Taly Keren. Taly Keren presently serves as the President of Rolltech. Mr. Keren brings more than 20
years of international management, investment, sales and marketing experience. His management
experience includes positions in private and public companies. He currently serves as a
Director/President of Venroth Corporation, a private company primarily focused on the acquisition
of information technology companies. From 1996 to 1998, he served as President and Director of

43

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Odessa Petroleum Corporation, an international oil exploration company. Since 1988 to the present,
Mr. Keren manages his personal investment portfolio which includes investments in startups as well
as established companies. In 1978, he founded Anchor Security Systems Ltd., which he successfully
managed for10 years then sold his interests in 1988 for approximately $800,000. As founder and
President of Anchor, Mr. Keren personally looked after the marketing and sales of the Company's
security products. From 1986 to 1991, Mr. Keren held board positions with Vikon International Inc.
and Ossa Resources Ltd. In 1972, Mr. Keren graduated with Honors from Kherson Marine Business
College, Kherson, Ukraine. In 1976, he graduated from Niagara College in St. Catherine, Ontario,
Canada. While in college, Mr. Keren studied economics, transportation, marketing, management,
industrial safety, commercial routes of the world, navigation and international commerce.

Dr. Michael A. Scheglov, DMD. Dr. Michael A. Scheglov, DMD. has over 20 years experience in
business management, operations and marketing. From 1986 to the present, Dr. Scheglov was the
Founder, President and CEO of Mountlake Medical Immediate Care Clinics in Washington State,
he successfully combined his marketing, professional and business interests in the establishment of a
medical facility with 12 Doctors and Medical Professionals. From 1996 to 1998, Dr. Scheglov has
served as director of the Odessa Petroleum Corporation. In 1981, Dr. Scheglov founded
DentaShield®, which grew to include three dental care facilities in Washington and Oregon states,
of which his interests were sold to Safeguard in 1985 for about $250,000. As a seasoned investor
and a prudent businessman, Dr. Scheglov brings a critical eye for details, innovations and a
commitment to quality. In 1972, Mr. Scheglov graduated from the Moscow Medical-Dental School
with a Medical Doctor Degree as well as a Doctor of Dental Surgery. In 1975, he received a PhD
from the School of Medicine, Moscow, Russia. In 1979, he graduated from the University of
Washington, School of Dentistry as a Doctor of Dental Surgery and a Doctor of Medical Dentistry.

Michael Shifrin. Mr. Michael Shifrin is appointed by Terlaz, the Licensor for the Cobra (TM) Solid
Lubricant, as its representative on the Rolltech Board. As stipulated in the License Agreement
executed with Terlaz USA, Inc., Terlaz has the right to appoint a director to the Board of the
Company. Mr. Shifrin is currently the General Manager, Manufacturing Division at Terlaz USA
Inc. He has been working on the Cobra Solid Lubricant technology since its inception in July of
1998. Mr. Shifrin was instrumental in the initial set up of the manufacturing facility including
equipment purchase, factory layout, utility requirements, OSHA and EPA compliance, purchase of
raw materials, and hiring and training of shop workers. From 1978 to 1998, Mr. Shifrin was the
Senior Operating Engineer at the World Trade Center in New York, the largest commercial complex
in the world. Mr. Shifrin is EPA Certified for HVAC. In 1970, Mr. Shifrin graduated with a degree
in Machine Technology from the Trade Technical College in Russia. In 1982, he completed the
three-year course in HVAC at TCI in New York.

Todd McMurray. Mr. McMurray is a Business Development/Investor Relations consultant with
fourteen years experience, including over ten years working with public companies in a senior
management capacity. Presently, Mr. McMurray works as a Director/consultant to Venroth
Corporation, a private company primarily focused on the acquisition of information technologies.
His tasks at Venroth include extensive research and analysis of the Internet business models, as well
as provision of reviews and comments on potential acquisitions to the board of Venroth. Prior to
Venroth, from May 1999 to August 1999, Mr. McMurray served as the Vice President of Corporate
Development for Consolidated Ecoprogress Technology, Inc., a public corporation traded on the
Vancouver Stock Exchange, where he was responsible for all corporate communications, including
redesigning and writing of the Consolidated Ecoprogress's corporate Web site. From April 1998 to
May 1999, he served as Vice President Corporate Development for Anzex Resources, Ltd., another
public corporation engaged in international platinum exploration. From October 1998 to April
1998, Mr. McMurray served as Vice President of Investor Relations for Odessa Petroleum Corp, a
publicly traded petroleum exploration company. From October 1996 to August 1997, he served as a
Director and Vice President of IndoAsia Gold, Ltd.. In June of 1995, he co-founded Barramundi
Gold, Ltd., which successfully become listed on the Alberta Stock Exchange. From 1988 to 995, he
served as the Vice President Investor

44

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Relations of Canarc Resource Corp, a Toronto Stock Exchange listed company. Mr. McMurray has
extensive experience developing business strategy, which includes financing, media relations,
investor and public relations. Additionally, Mr. McMurray has extensive experience in the
preparation of press releases, annual reports, quarterly reports, road shows, corporate Web sites, and
regulatory filings. While working with public companies, he regularly acted as a spokesperson at
trade shows, conferences and company presentations.

Ilya Entin. Mr. Entin is currently not a member of the Board of Directors of the Company, but is
appointed by the Board to head its Technology Advisory Board, created to developed and upgrade
the B2B Web site of the Company. Mr. Entin has in excess of twenty years of experience designing
software and is well versed in Internet Java programming protocols. Since 1999 to the present, Mr.
Entin has worked as a Senior Software Developer for Watchmark, a Lucent Technologies Venture,
in which he is responsible for the Java client - server development. From 1998 to early 1999, Mr.
Entin worked as Java Software Engineer for QAD Corp, during which his responsibilities included
the development of Java Web enabled Enterprise resource planning application (client server,
security, cryptography, SSL, telnet, user interface and multithreading). From 1997 to 1998, he
worked as Senior Internet Developer for Excell Data Corp, during which he worked on JDBC and
SQL, fast imaging, user interface, multithreading, Intranet development, and ASP development.
From 1996 to 1997, he worked as Senior Software Engineer for Nifco Synergy, Ltd., where he
worked on Java Internet programming, Client (windows) and server (Unix), cryptography,
client-server, RMI, fast imaging, networking, user interface, C++ andVC ++ MFC programming,
MFC extension DLLs, and various graphics user interface.

Along with over twenty years of software design experience, Mr. Entin holds a Ph.D. degree in
Physics and Mathematics as well as a M.Sc. (Honors) in Metal Physics from the Kurchatov Institute
of Atomic Energy. In 1987, he graduated with a Doctorate degree in Sciences, Physics and
Mathematics from the Institute of Solid State Physics, Academy of Sciences, Russia. In 1974, he
received his PhD in Physics and Mathematics from the Kurchatov Institute of Atomic Energy,
Moscow. In 1970, he received his Master of Science degree with honors in Metal Physics from
Kurchatov Institute of Atomic Energy.

Independent Directors

In compliance with the requirements of the Securities Administrator of Washington State, related to
NASAA Statement of Policy Regarding Loans and Other Material Affiliated Transactions, the
Company has appointed two independent directors with good credentials to its Board of Directors.

Grigoriy M. Goldenshteyn. Mr. Goldenshteyn assumed the position of Independent Director of the
Company on April 17, 2000. Mr. Goldenshteyn is a professional architectural and structural
engineer with twenty years of experience in structural and architectural drafting and design of
industrial, residential, and commercial facilities. From 1996 to the present, Mr. Goldenshteyn held
the position of Designer and CAD Operator at Lee Architectural Group, Inc., in which he
participates in the preparation of the designs and drawings for public facilities, as well as
commercial and residential projects. From 1994 to 1996, Mr. Goldenshteyn was employed by
International Housing, a division of Habitech, Ltd.), as the CAD Operator, with the responsibilities
of preparing structural, architectural and modulation drawings for various commercial and
residential projects in South East Asia. From 1982 to 1992, prior to his immigration to the United
States, Mr. Goldenshteyn was a design engineer for a government consulting firm, during which he
designed steel, wood and concrete structures. He supervised and coordinated the constructions of
industrial and residential building projects at the State Construction Company in Kolomiya,
Ukraine, from 1979 to 1982. Mr. Goldenshteyn received an Engineering Drafting and Design
Certification from Lake Washington

45

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Technical College in Kirkland, Washington, which he attended from 1993 to 1994. In 1979, he
received a Civil and Industrial Building Design Diploma from Rovno State University in Rovno,
Ukaine, which he attended from 1974 to 1979.

Dr. Alexander I. Karapetian. Dr. Karapetian joined the Board of Director on April 17, 2000 as an
Independent Director. Dr. Karapetian is an entrepreneur with medical and dental professional
background. From 1994 to the present, Dr. Karapetian is the president and founder of the Garden of
Health Medical-Dental Clinics, a chain of dental clinics, located in New York and Connecticut, of
which he was responsible for the organization and the development of the business since inception,
as well as the management of ten dentists and seventeen dental assistants along with eleven back
office business administrators. From 1986 to 1994, Dr. Karapetian held the position of Director at
the International Trading Company in Moscow Russia, during which he developed, coordinated and
supported global industry networks of banking, trading, and consulting professionals through direct
communication with international partners of the firm. He was the founder and the president of a
dental clinic in Moscow, Russia, from 1983 to 1986, in which he managed twelve dentists and
twenty dental assistants. From 1980 to 1983, Dr. Karapetian held the position of Chairman of the
Department of Dentistry in the Clinic of National Union, a central refresher school of dentistry in
Moscow, Russia, during which he managed twenty three dentists, taught molar and periodontal
surgery courses, and developed new technologies in Molar Endo and Periodontal Dentistry. He
received a DDS Degree from New York University in 1992 and a DDS Degree from Moscow
Medical School in 1972. In addition, Dr. Karapetian has a PhD (1978) Degree and MD
Degree(1974) from the Moscow Medical School in Russia.

PART III

ITEM 10.

EXECUTIVE COMPENSATION.

At the conclusion of the Offering on July 21, 2000, starting from August, 2000, Mr. Taly Keren
and Dr. Michael Scheglov, both officers and directors of the Company, have received a salary of
$1000 per month in cash, along with all reasonable expenses they have incurred in conducting the
Company's business operations.

On December 4, 2000, the Company executed a corporate resolution to postpone the issuance of
shares and stock option related to: 1) the conversion of $1000 of the monthly salaries for Taly Keren
and Dr. Michael Scheglov to restricted shares at ten cents ($.10) per share, as stipulated in the
Prospectus; 2) the quarterly issuance of stock options to Taly Keren, Dr. Michael Scheglov, and
Todd McMurray, as defined in the Prospectus. The issuance of related shares and stock options shall
be considered thirty (30) days from the date of first trade of the shares of the Company on the
OTCBB.

Based on the Prospectus of the Offering, the following remuneration will be paid as follow:

Mr. Taly Keren, as the president and CEO of the Company will manage the daily affairs of the
Company. As consideration for his services, Mr. Keren will receive a salary of $2,000 per month,
commencing upon the completion date of the Offering.

46

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Mr. Keren has agreed to receive this monthly salary in the form of $1,000 in cash and $1,000 in
restricted shares of the Company's Common Stock, at an issue price of $.10 (ten cents) per share,
until the completion of a significant financing in the future. Mr.Keren's salary will be reviewed by
the Board of Directors every twelve months and will be adjusted upward or downward depending on
the performance of the Company.

Dr. Michael Scheglov, as the Vice President and Director of the Company will manage Sales and
Marketing affairs of the Company. As consideration for his services, Dr. Scheglov will receive a
salary of $2,000 per month, commencing upon the completion date of the Offering. Dr. Scheglov
has agreed to receive the monthly salary in the form of $1,000 in cash and $1,000 in restricted
shares of the Company's Common Stock, at an issue price of $.10 (ten cents) per share, until the
completion of a significant financing in the future. Dr. Scheglov's salary will be reviewed by the
Board of Directors every twelve months and will be adjusted upward or downward depending on the
performance of the Company.

All shares to be issued in place of cash salary will be converted from cash to shares at the rate of
$.10 (ten cents) per share. These shares are restricted securities which cannot be sold for 12 months
from the date of issue, all pursuant to Rule 144.

All Company-related business expenditures advanced by the directors will be fully reimbursed. The
expenditures must be submitted to the Company with proper documentation and will be fully
disclosed to the directors in the form of monthly expenditure reports, which will be reviewed by the
directors for approval or rejection. An ongoing company expense computer file will be created and
updated for all company personnel, and will be disclosed to the directors. All traveling expenditures
submitted for reimbursement must be one hundred percent related to the business of the Company.
The usage of personal car for the Company's business will be compensated at the rate of fifteen cents
(15 cents) per mile.

Stock Options.

In accordance with NASAA Statement of Policy Regarding Options and Warrants, adopted by the
Washington State Securities Division pursuant to WAC 460-16A-205(1)(h)), the Company will
issue at an exercise price of no less than 85% of the fair market value of the Issuer's underlying
shares of common stock on the date of grant. Furthermore, with respect to Section VII of the
NASAA policy, adopted by the Washington State Securities Division, the Company discloses to
potential investors that presently it has no outstanding options and/or warrants issued to anyone or
entity.

From the completion of the Offering, the Company intends to issue stock options to its officers and
directors with the following protocol:

1. Frequency

Stock options will be granted to the directors of the Company on the first date of each quarter.

2. Exercise Price of Options

The exercise price of the options granted to each director at the end of each quarter shall be
determined by an average of the highest bid price and the lowest bid price from the beginning of the
quarter to the end of the quarter (quarterly option exercise price = highest quarterly bid price +
lowest quarterly bid price, divided by 2), assuming there are bid prices, of which there can be no
assurance. If there are no bids, there will be no options granted.

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3. Expiration Date of Options

All options issued to the directors shall expire twelve (12) months from the date of issuance.

4. Number of Stock Options

Taly Keren - options for 10,000 shares per quarter

Michael Scheglov - options for 10,000 shares per quarter

Todd McMurray - options for 5000 shares in total

No stock option has been issued since the completion of the Offering.

The issuance of shares under these option plans could have a depressive effect on the market price, if
any.

Employment Agreements

None of the Company's directors or officers have employment agreements or contracts with the
Company. Other than information already disclosed , the Company presently has no pension, stock
option, annuity, bonus, insurance, profit-sharing or other similar benefit plans; however, the
Company may adopt such plans in the future. There are presently no personal benefits available for
directors, officers, or employees of the Company.

The Company intends to enter into Employment, Confidentiality and Non-Competition contracts
with key personnel upon completion of the Offering.

PART III

ITEM 10

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT.

The following table sets forth, as of December 31, 2000, the total number of shares owned
beneficially by each of the Company's directors and officers, individually and as a group, and the
present owners of 5% or more of the Company's Common Stock.

The shareholders listed below have direct ownership of the shares and possess sole voting and
dispositive power with respect to the Shares.

Taly Keren

2,000,000 Common Shares (Restricted)

purchase price of $.00125

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150,000 Common Shares (offering shares, requiring further disclosure prior to sale due to control
person status)

purchase price of $ .10

38.90% of Issued and Outstanding Shares (5,527,500 total as of December 31, 2000)

Dr. Michael Scheglov

2,000,000 Common Shares (Restricted)

purchase price of $.00125

150,000 Common Shares (offering shares, requiring further disclosure prior to sale due to control
person status)

purchase price of $ .10

38.90% of Issued and Outstanding Shares (5,527,500 total shares as of December 31, 2000)

Grigoriy M. Goldenshteyn (and immediate family members)

12,000 Common Shares (offering shares, requiring further disclosure prior to sale due to control
person status)

purchase price of $ .10

0.2% of Issued and Outstanding Shares (5,527,500 total shares as of December 31, 2000)

____________

All Officers, Directors, Founders and Control Persons, as a Group

4,000,000 Common Shares (Restricted)

purchase price of $.00125

300,000 Common Shares (offering shares, requiring further disclosure prior to sale)

purchase price of $ .10

77.99 % of Issued and Outstanding Shares (5,527,500 total shares as of December 31, 2000)

Future Sales of Restricted Shares by Present Shareholders.

The aggregate of 4,000,000 shares of Common Stock originally issued to the founding shareholders
are "restricted securities", as that term is defined in Rule 144 of the Rules and Regulations of the
SEC promulgated under the Act ("Rule 144"). Under Rule 144, such shares can be publicly sold,
subject to volume restrictions and certain restrictions on the manner of sale, commencing one year
after their acquisition. Sales of restricted shares by "affiliates" are also subject to volume restrictions
and certain other restrictions pertaining to the manner of sale, all pursuant to Rule 144.

The 4,000,000 shares of Common Stock presently outstanding were issued to Taly Keren and Dr.
Michael Scheglov on February 3, 2000. In compliance with Washington State securities code WAC
460-16A-205(1)(p), the shareholders

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of the 4,000,000 restricted shares have signed lock-in agreements for 3,823,529 restricted shares,
which disallows the sale of the related securities for a period of two years and permits the sale of
2.5% of the related shares per quarter, expiring four years from the date of the agreement. The
possible sale of these restricted shares under Rule 144, may, in the future, have a depressive effect
on the price of the Company's Common Stock in the over-the-counter market, assuming there is such
a market, of which there can be no assurance. The 1,500,000 Shares offered in the initial public
stock offering are not "restricted securities" under Rule 144 and can be publicly sold, without
compliance with Rule 144, assuming there is a market therefore, for which there can be no
assurance.

Future Sales of Offering Shares by Shareholders.

Sales of the offering shares which will be immediately resalable and sale of other shares after
applicable restrictions expire could have a depressive effect on the market price, assuming one
develops, of which there is no assurance. Mr. Taly Keren and Dr. Michael Scheglov, officers and
directors of the Company, purchased a total of 300,000 shares from the Offering, which may be sold
upon submission of disclosure of their intent to sell.

PART III

ITEM 12.

CERTAIN RELATIONSHIPS AND

RELATED TRANSACTIONS

Certain Transactions Performed Prior to the Introduction of Independent Directors

On February 3, 2000, the Company issued 2,000,000 shares of its restricted Common Stock to Taly
Keren, and an additional 2,000,000 restricted shares to Dr. Michael Scheglov, both officers,
directors and principal shareholders of the Company, in exchange for their services already rendered
to the Company and $15,000 in cash.

On February 7, 2000, the Company consummated the Marketing License Agreement with Terlaz
USA, Inc. (the Licensor), for the Cobra (TM) Solid Lubricant within the licensed Territory. . Terlaz
USA, Inc. and its subsidiaries are separate entities and are not affiliates of the Company.

On February 10, 2000, the Company received an interim interest-free funding from Vikra
Investment, Inc., for the total amount of $30,000 to pay the immediate offering preparation
expenditures, prior to the completion of the sale of the initial public stock offering, with the
condition that all offering expenditures to be submitted to and disbursed from Vikra Investment, Inc.
Vikra Investment, Inc., is an investment company owned by Taly Keren and Dr. Michael Scheglov,
both officers and directors of the Company. To obviate any sense of conflict of interest related to this
loan, the loan was issued interest-free, which obviously cannot be obtained by the Company through
non-affiliated third party lender in the market, especially with regard to the lack of operation history
of the Company. The stated loan was repaid upon completion of the Offering on July 21, 2000.

On January 29, 2000, the Company consummated an Offering Preparation and Coordination
Agreement with GP Express, Inc., an independent entity not affiliated with the Company, to provide
a complete turnkey offering preparation

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and management package for all aspects of the Offering and listings with S&P and OTCBB,
including the contracting and management of presiding legal counsels, certified public auditor,
escrow agent, stock transfer agent, and listing broker dealer. Thus, the "turnkey" offering
preparation and management service provides all services required for the Offering and listings,
obviating the need of the Company to out source on its own services required for the Offering and
the listings of the Shares. The Service Agreement also provided the guaranteed delivery of all
offering documents within 45 days from the consummation of the Agreement. The actual offering
documents, excluding the preparation of documents specially requested by the Company, were
prepared in two weeks, ready for review by the presiding offering securities counsel. Related to this
transaction, the Board has resolved to issue shares based on the Agreement as follow:

1) For offering preparation and coordination services provided by GP Express, Inc., upon
completion of the preparation of the Offering within 45 days from the execution of the Agreement,
the Company has agreed contractually to `issue GP Express, Inc., the number of restricted shares
equivalent to a half of one-percent (0.5%) of the total post offering outstanding issued shares or
27,500 restricted shares within 30 (thirty) days from the date, when the Client has engaged the
services of the Stock Transfer Agent.

2). For services rendered as the resident agent of the Company in the State of Nevada, the Board of
this corporation has approved the issuance of 1000 (one thousand) restricted shares to Todd
McMillan on the date when the Shares of the initial public offering are first traded on the OTCBB.

On March 8, 2000, upon careful review of the offering documents prepared by GP Express, Inc.,
well within the 45 days guaranteed delivery period, the Company agreed to release GP Express, Inc.,
of any and all liabilities, associated with the content of the offering documents by signing a
"Corporate Acknowledgment of Document Content Validity and Release of Liability" document,
stipulating that the officers and directors of the Company have carefully reviewed and found,
without reservation, the information disclosed in the offering documents to be truthful, accurate,
current, complete, and without any material omission.

Further Disclosures Related to the Listed Transactions

The above listed "Certain Transactions" were incurred prior to the agreement of Mr. Goldenshteyn
and Dr. Karapetian to become the Independent Directors of the Board, and thus were ratified and
entered into by the Board without the involvement of any independent director. The Company
believes that all listed transactions are within the accepted and customary practices of a public
offering of this nature and that the terms of the transaction were as favorable, if not more favorable,
to the Company as those generally available from unaffiliated third parties. Furthermore, wherever
in doubt of a potential conflict of interest involving the insiders, the Company has made an effort to
render the insider related transaction to the benefit of the Company. For example, the loan needed to
execute the preparation and filing of the initial public offering of shares, along with the listings of the
shares upon completion the Offering, was given to the Company by two insiders with an interest-free
term, which obviously cannot be obtained from unaffiliated third party lending institutions. With
respect to the License Agreement with Terlaz USA, Inc., the terms and conditions of the License
Agreement are discussed in detail under the "Proposed Business" section in this Statement. In regard
to other listed transactions, the Company has listed essential terms related to each listed transaction,
in an effort to provide a summary of the terms of a transaction to potential investors, without
entering into every term and condition specified in the contract of a transaction.

Disclosure of Procedure for Future Transactions

Management presently has no present or future plans to enter into competing businesses; however,

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should such a conflict arise, an attempt will be made with regard to any conflict of interest between
the Company and management to resolve such conflict in favor of the Company. It is the intent of
the Company to enter into all future material affiliated transactions and loans on terms that are no
less favorable to the Company than those that can be obtained from unaffiliated third parties,
especially those transactions involving insiders, officers and directors of the Company. In addition,
all future material affiliated transactions and loans, and any forgiveness of loans, must be approved
by a majority of the Company's independent directors who do not have an interest in the transactions
and who had access, at the Company's expense, to the Company's or independent legal counsel.

Certain Transactions Performed After the Introduction of Independent Directors

Equipment Lease from Vikra Investment Corporation. On August 1, 2000, the Company entered
into a lease agreement for office equipments with Vikra Investment Corporation, a company owned
by the president and the vice president of the Company. The lease agreement requires the Company
to pay the Lessor a monthly lease payment of $450 for 24 months, for a total sum of $10,800. The
Lease agreement covers a period of two (2) years with the option to purchase at the conclusion of the
lease. The lease agreement, the related corporate resolution, and the signed consent by the
independent directors due to the affiliate nature of the transaction are disclosed in the Part III/Item
13 of this Statement.

Employment of AZ Design for Web site Construction and Launch. In November of 2000, the
Company Rolltech signed an agreement with AZ Design to build and launch the Company's first
Web site, to be completed by mid December, under the domain name of "rolltech2000.com." The
Company's Web site was completed and launched on December 5, 2000.

Disclosure of Management Commitment of Business Time

The Management of the Company intends to devote time to other businesses, companies or projects.
Mr. Taly Keren, the President/Director of the Company, will apply seventy-five percent (75%) of his
weekly business hours to the business of the Company. Dr. Scheglov, Vice
President/Secretary/Treasurer/ Director will spend seventy-five percent (75%) of his weekly
business time to the operation of the Company. Mr. Shifrin, a Director will spend five percent (5%)
of his weekly business hours to the tasks of the Company. Mr. McMurray, a Director will contribute
five (5%) of his weekly business to the affairs of the Company.

PART III:

ITEM 13

RECENT SALES OF UNREGISTERED AND

REGISTERED SECURITIES.

The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act of
1933, in order to become and to remain listed on the OTCBB. The shares in the Offering were
offered pursuant to an exemption provided by Section 3(b) and/or 4(a) of the Securities Act of 1933,
as amended, and/or Rule 504 of Regulation D (Section 230.504) promulgated under the Securities
Act of 1933, as amended. The shares in the Offering were registered and approved for sale on June
1, 2000, under the securities laws of the State of Washington, as a qualification registration of
securities (RCW 21.20.210), in compliance to the amended Section 230.504 of the laws of the U.S.
Securities and Exchange Commission. The file number for its qualification registration with
Washington State is Q-03854.

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Effective July 21, 2000, the Company was informed by Southwest Escrow of Las Vegas, Nevada, of
the completion of its initial public offering of shares (the Offering), consisting of a total of 1,500,000
shares of Common Stock, par value $.001, pursuant to the Prospectus of the Offering, at a price of
$.10 (ten cents) per share. No fractional share was allowed to be purchased.

Upon completion of the Offering and release of escrow, the Securities Division of Washington was
notified in writing of the completion of the Offering and the release of the escrow. Upon receipt of
the notification of completion, the Securities Division of Washington requested a copy of the
shareholder list pursuant to the proceed impound agreement signed with the Division, which was
promptly forwarded by fax to the Division directly by the Escrow Agent.

Prior to the Offering, the Company sold 4,000,000 unregistered restricted shares to Mr. Taly Keren
and Dr. Michael Scheglov, the founders and control persons of the Company.

PART III:

ITEM 14

DESCRIPTION OF SECURITIES.

Common Stock

The authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, par
value $.001 per share. The holders of Common Stock (i) have equal ratable rights to dividends from
funds legally available therefore, when, as and if declared by the Board of Directors of the
Company; (ii) are entitled to share ratably in all of the assets of the Company available for
distribution to holders of Common Stock upon liquidation, dissolution or winding up of the affairs
of the Company; (iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or applicable rights; and (iv) are entitled to one
non-cumulative vote per share on all matters on which shareholders may vote. All shares of
Common Stock now outstanding are fully paid for and non-assessable and all Shares of Common
Stock sold in the Offering are fully paid for and non-assessable.

The Board of Directors is authorized to issue additional Common Stock within the limits authorized
by the Company's Articles of Incorporation and Bylaws.

The foregoing description concerning the Common Stock of the Company does not purport to be
complete. Reference is made to the Company's Articles of Incorporation, By-Laws and the
applicable statutes of the State of Nevada for a more complete description of the rights and liabilities
of shareholders. The Articles of Incorporation and the By-laws of the Company was filed previously
on October 4, 2000, as an exhibit to the Form 10SB.

Description of Shares Issued, Outstanding, or Pledged

Restricted Shares. Upon incorporation (January 25, 2000), on February 3, 2000, through an
executed related corporate resolution, the Company initially issued 4,000,000 (4 million) restricted
shares to Taly Keren and Dr. Michael Scheglov, the founders and officers of the Company, for
unpaid tasks already performed and to be performed during the stock offering on behalf of the
Company and in lieu of cash payment of $15,000 or 10% of the total proceeds of the initial public
offering as required by the security

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laws of Washington State pursuant to RCW 21.20.210. In compliance with Washington State
securities code WAC 460-16A-205(1)(p), the shareholders of the 4,000,000 restricted shares have
signed lock-in agreements for 3,823,529 restricted shares, which disallows the sale of the related
securities for a period of two years and permits the sale of 2.5% of the related shares per quarter,
expiring four years from the date of the agreement. The possible sale of these restricted shares under
Rule 144, may, in the future, have a depressive effect on the price of the Company's Common Stock
in the over-the-counter market, assuming there is such a market, of which there can be no assurance.
Furthermore, persons holding restricted securities for one year who are not "affiliates" of the
Company, as that term is defined in Rule 144, may sell their securities pursuant to Rule 144 without
any limitations on the number of shares sold.

Offering Shares. On July 21, 2000, through the release of impounded offering proceeds, the
Company completed its initial public offering of shares (the Offering), in which the Company issued
and sold a total of 1,500,000 shares of Common Stock, par value $.001, pursuant to the Offering
Prospectus, at a price of $.10 (ten cents) per share.

Pledged Issuance of Shares. The Company has pledged, by instrument of legal contract (see Item 7,
"Certain Relationships and Certain Transactions") and by the declaration in the Offering Prospectus
as remunerations to officers and directors of the Company, which may be summarized as follow:

1) For offering preparation and coordination services provided by GP Express, Inc., the Company
agreed contractually to issue GP Express, Inc., the number of restricted shares equivalent to a half of
one-percent (0.5%) of the total post offering outstanding issued shares or 27,500 restricted shares,
which was issued in July of 2000;

2). For services rendered as the resident agent of the Company in the State of Nevada, the Board of
this corporation has approved the issuance of 1000 (one thousand) restricted shares to Todd
McMillan on the date when the Shares of the Offering are first traded on the OTCBB. These shares
have yet to be issued;

3). Mr. Taly Keren, as the president and CEO of the Company will manage the daily affairs of the
Company. As consideration for his services, Mr. Keren will receive a salary of $2,000 per month,
commencing upon the completion date of the Offering. Mr. Keren has agreed to receive this monthly
salary in the form of $1,000 in cash and $1,000 in restricted shares of the Company's Common
Stock, at an issue price of $.10 (ten cents) per share, until the completion of a significant financing
in the future. Mr.Keren's salary will be reviewed by the Board of Directors every twelve months and
will be adjusted upward or downward depending on the performance of the Company.

4). Dr. Michael Scheglov, as the Vice President and Director of the Company will manage Sales and
Marketing affairs of the Company. As consideration for his services, Dr. Scheglov will receive a
salary of $2,000 per month, commencing upon the completion date of the initial public offering. Dr.
Scheglov has agreed to receive the monthly salary in the form of $1,000 in cash and $1,000 in
restricted shares of the Company's Common Stock, at an issue price of $.10 (ten cents) per share,
until the completion of a significant financing in the future. Dr. Scheglov's salary will be reviewed
by the Board of Directors every twelve months and will be adjusted upward or downward depending
on the performance of the Company.

Sales of the offering shares, sold in the initial public stock offering, which will be immediately
resalable, and sale of other shares after applicable restrictions expire could have a depressive effect
on the market price, assuming one develops, of which there is no assurance.

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Non-Cumulative Voting

The holders of shares of Common Stock of the Company do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares, voting for the election of
directors, can elect all of the directors to be elected, and, in such event, the holders of the remaining
shares will not be able to elect any of the Company's directors. After the Offering was completed, the
present shareholders own 72.7% of the outstanding shares.

Issuance of Preferred Shares

In compliance to the NASAA Statement of Policy Regarding Preferred Stock, the Company will not
offer preferred stock to insiders and promoters of the Company except on the same terms as it is
offered to all other existing shareholders or to new shareholders, unless the issuance of preferred
stock is approved by a majority of the Issuer's Independent Directors who do not have an interest in
the transactions and who have access, at the issuer's expense, to issuer's or independent legal counsel.

PART III:

ITEM 15

EXHIBITS AND REPORTS ON FORM 8-K.

ITEMS INCORPORATED BY REFERENCE

1. Reports on 8-K/Item 4, dated February26, 2001, to report change in accountants, as incorporated
by reference in PartII/Item 8 of this report;

2. December 31, 2000, Fiscal Year Financial Audit, as incorporated by reference in PartII/Item 7 of
this report.

EXHIBITS

Exhibit 1 10.1 Office Equipment Lease Agreement with Vikra Investment Corporation;

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_________________________________________



### SIGNATURES

Rolltech, Inc. 
 
 
 
By: /S/ Michael Scheglov

Dr. Michael Scheglov, Vice President, Rolltech, Inc. 
 
 
 
  ______________________________________