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

                                   FORM 10-KSB

(Mark One)

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

     For the fiscal year ended _________________

[X]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from January 1, 2002 to September 30, 2002

                       Commission file number:  0-31715

                      Benchmark Technology Corporation
               ----------------------------------------------
               (Name of Small Business Issuer in its charter)


             Nevada                             91-2007478
 -------------------------------   ---------------------------------------
 (State or other jurisdiction of   (I.R.S. Employer Identification Number)
  incorporation or organization)

           1250 S. Burnham, Suite 212, Las Vegas, NV       89104
         ---------------------------------------------   ----------
           (Address of principal executive offices)      (Zip Code)

  Registrant's telephone number, including area code   (702) 384-0667


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

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

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

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

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

     Check if no disclosure of delinquent filers in response to Item 405
of Regulation S-B is 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. [ ]

     State issuer's revenues for its most recent fiscal year.  $0.

     Based on the average if the closing bid and asked prices of the issuer's
common stock on September 30, 2002, the aggregate market value of the voting
stock held by non-affiliates of the registrant on that date was $763,547.

     As of September 30, 2002, the issuer had 14,878,727 shares of common
stock outstanding.

     Documents incorporated by reference:  See Item 13.  Exhibits and Reports
on Form 8-K in Part III.


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


                                       1
<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>

CONTENTS

                                                                         PAGE
<S>                                                                      <C>
PART I

    Item 1.  Description of Business.....................................3
    Item 2.  Description of Property.....................................14
    Item 3.  Legal Proceedings...........................................14
    Item 4.  Submission of Matters to a Vote of Security Holders.........14

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters....14
    Item 6.  Management's Discussion and Analysis or Plan of Operation...16
    Item 7.  Financial Statements........................................18
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure......................19

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act.............................................19
    Item 10. Executive Compensation......................................21
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management...............................................22
    Item 12. Certain Relationships and Related Transactions..............23
    Item 13. Exhibits and Reports on Form 8-K............................24

SIGNATURES   ............................................................25

</TABLE>

                         Forward-Looking Statements

This report contains forward-looking statements. The forward-looking
statements include all statements that are not statements of historical
fact. The forward-looking statements are often identifiable by their use of
words such as "may," "expect," "believe," "anticipate," "intend," "could,"
"estimate," or "continue," "Plans" or the negative or other variations of
those or comparable terms. Our actual results could differ materially from
the anticipated results described in the forward-looking statements. Factors
that could affect our results include, but are not limited to, those
discussed in Item 6, "Management's Discussion and Analysis or Plan of
Operation" and included elsewhere in this report.


                                       2
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

A.  BUSINESS DEVELOPMENT

(i) Business Development, Organization and Acquisition Activities
-----------------------------------------------------------------

Benchmark Technology Corporation, is a provider of a unique line of safety
and security laminated film products, hereinafter referred to as "Benchmark"
or the "Company" or the "Registrant", was organized by the filing of Articles
of Incorporation with the Secretary of State of the State of Nevada on
November 12, 1999.

The Company was incorporated on November 12, 1999 under the name Benchmark
Technology Corporation.  On November 15, 1999, founding shareholders purchased
1,800,000 shares of the company's authorized but unissued treasury stock at a
price of $0.001 per share.  On December 5, 1999, the Company completed a Private
Placement Offering 840,000 shares to six (6) investors, pursuant to Regulation
D, Rule 506 of the Securities Act of 1933.  The Company filed an original Form D
with the Securities and Exchange Commission.

On May 31, 2000, the Company completed a public offering of shares of common
stock of the Company pursuant to Regulation D, Rule 504 of the Securities Act
of 1933, as amended, whereby it sold 300,000 shares of the Common Stock of the
Company to approximately fifty unaffiliated shareholders of record at an
offering price of $0.05 per share.  This 504 Offering received prior approval
from the Nevada Secretary of State, Securities Division.  The Company filed an
original Form D with the Securities and Exchange Commission.

On June 4, 2002, Benchmark Technology Corporation entered into a Business
Combination Agreement with International Glass Protection, Inc., ("IGP"), a
Nevada corporation and its shareholders.  The agreement provides that the
Company would acquire all of the issued and outstanding common stock of IGP in
exchange for Eleven Million (11,000,000) Company common shares.  These shares
were issued to the six (6) IGP shareholders under the securities transaction
exemption afforded by Section 4(2) of the Securities Act of 1933.  These shares
are considered restricted securities and will not be available for public
resale without registration under applicable securities laws or exemptions from
those registration requirements.  The majority of the shares issued in this
Business Combination, 9,732,650, were issued to Thunderbox Limited in
exchange for its controlling interest in IGP.  Thunderbox now controls 28.8%
of the Company's voting common stock.

                                       3
<PAGE>

B.  Business of Issuer

(i) Principal Products, Services and Principal Markets
------------------------------------------------------

The Company
-----------

Window Glass is our portal to the Great Outdoors, but it also opens us up to
vulnerability.  Benchmark offers a clear vision towards the protection of
businesses, persons and their assets as its safety and security films have
become a clear and true reality in today's world.  Benchmark has an exclusive
arrangement in the United States and Internationally to market, sell,
distribute, and install Thunderbox Limited products.

These high-quality laminated films are tough, extremely durable and once applied
to existing glass create a virtually penetration-resistant clear shield of
safety and security protection.  This combination offers the protection for
government, commercial, residential and automotive glass available today. Safety
laminated film products were originally designed to protect people and property
against terrorist attacks in Europe and the Middle East.  Our safety and
security film laminates will work as an integral element for safety and security
requirements and also offers an extremely high tensile strength.  Our laminates
come in a wide variety of protection levels (thickness) and assorted tint
options to meet our customer?s diverse needs.

Benchmark Products Provide Protection Against or Resistance To:
---------------------------------------------------------------

Smash & Grab Situations
Violent Crimes
Personal Injury
Flying Glass Fragments
Violent Weather Conditions
Ultraviolet Protection
Asset Loss
Car Jacking And Auto Theft
Entrance Thru Glass Doors And Windows
Bullets
Material Objects
Bombs And Explosions

Benchmark is in the process of setting up a Dealer network to market, sell,
distribute, install and represent the full line of Benchmark related products.
A major focus of Benchmark will be the automated lamination of their safety and
security film related product line directly to regular plate glass.  Benchmark?s
newly acquired High-Tech Application Machinery is in place and ready to operate
at Benchmark?s new production facility in Las Vegas, Nevada.

The Company?s personnel have spent considerable time designing new materials,
brochures and videos for their products and dealer program.  The Company?s newly
acquired corporate office, production, distribution and training facility is
located in Las Vegas, Nevada.  The combination of these assets are the support
system necessary to properly launch Benchmark?s specially designed new Dealer

                                       4
<PAGE>

Expansion Program and product sales division. In the future, Benchmark may
choose to offer additional products to safeguard windows and doors for
protection against terrorism, auto theft, violent weather, vandalism and violent
crimes.  New products will only be introduced once they have met the stringent
requirements set by the Benchmark Management Team.

Benchmark is concentrating on setting up an International and National network
of distribution and installation dealers under the umbrella of the corporate
office located in Las Vegas, Nevada.  Due to the Tragedy on September 11, 2001,
involving the World Trade Center and the Pentagon, Benchmark will be
establishing the upper East Coast regions of the United States beginning in the
second quarter of 2003.  A major focus for Benchmark will be to apply safety and
security film laminates to regular plate glass, utilizing their Automated
Specialty Laminating Equipment for wholesale and retail distribution.

Markets For The Benchmark Product Line
--------------------------------------

Benchmark is relying upon automation in order to supply the enormous requirement
for Benchmark?s unique line of safety and security film laminates.  Benchmark?s
laminates can be applied much more quickly and far more efficiently than by hand
by utilizing Benchmark?s custom made machinery and specially designed state of
the art equipment. This process is known as Dry Laminating or Automated
Laminating Equipment Processing (?ALEP?).  This equipment is owned by Benchmark
and is in place at the Company?s new Las Vegas facility.

Government Market
-----------------

All levels of government around the U.S. and Internationally are now planning
for terrorism. At the same time, the increase in violent crimes and vandalism
continues.  New security measures are being implemented and previous ones are
now being enforced and/or reorganized dramatically. Numerous government agencies
are concerned about other areas of safety and security and are currently
focusing on having safety and security window film laminates installed to meet
their protection requirements in today?s ever changing world.







                                       5
<PAGE>

Business Market
---------------

Thefts, smash and grabs, vandalism and other acts of destruction, have plagued
businesses. Privacy and security is a major issue for many businesses and more
businesses are now preparing budgets for the protection of their staff and
property.  This market is wide open and ready for Benchmark?s glass safety and
security film laminates. Alarms and locks are great deterrent devices, although
the problem remains that glass has always been the most vulnerable point of any
office or business location.

Residential and Individual Market
---------------------------------

On the residential and individual level, individuals today are concerned about
personal safety and security even in their own homes.  The situation is made
worse by the ever-increasing threat of today?s terrorism. Problems in our
neighborhoods and lack of respect for people and their property are now a
reality.  These situations are increasing people?s awareness for the need of
security and protection. This problem will create a strong demand and quality
solutions for the new Benchmark product line.

Automotive Glass Market
-----------------------

The prospects provided within the individual market apply here as well.  Add in
car jacking and ever-increasing car theft, and the end result is that
individuals are desperate for a method of protecting themselves and their
vehicles.  Benchmark products offer vehicle owners a respectable measure of
added protection.  The Benchmark products are an extremely affordable solution
to these continually growing problems of theft and smash and grab related crimes
against automobiles. Additionally, this market includes buses, trains, boats and
aircraft.

The New Construction Market
---------------------------

The new construction market is massive.  The individuals and companies who are
involved in new construction know that this is a specialized field that has its
own particular nuances with new regulations and requirements being promulgated
on a regular basis. This is a real positive for Benchmark.

Sales to new construction projects, governments, industrial, commercial,
business and residential markets will now begin to formulate.  Benchmark has
well-trained industry recognized individuals in place to operate this
department. Any security or safety sensitive location that is in the planning
stages will now be taking more controllable steps in achieving their desired
level of safety and security protection.


                                       6
<PAGE>

Benchmark will be concentrating heavily on the upper East Coast market.  This is
due to the devastation created by an unprecedented form of terrorism unleashed
in America on September 11, 2001.  The immediate need in this market will
require massive quantities of safety and/or security glass to rebuild and meet
the new building requirements over the next several years, there will also exist
numerous retrofit opportunities for Benchmark.  Benchmark will be focusing
intensely on this market with their unique line of products.

Using Benchmarks methods, resources and people, Benchmark products will easily
conform to new specifications and future applications for all aspects of the
construction arena. Here too, the (ALEP) High-Tech Application Process will come
in to focus.  Benchmark?s laminates can be applied in advance with tremendous
cost savings, prior to being shipped to the actual construction site location.
Glass laminated prior to construction can then be installed at the construction
site with large dollar savings in the labor category.

Product, Services and Marketing Overview
----------------------------------------

Benchmark?s unique safety and security laminates are manufactured, processed and
prepared for Benchmark prior to being shipped directly to their corporate
facility in Las Vegas. These products will require preparation, packaging and
shipping to be organized by Benchmark prior to the final distribution within
it?s International and National dealer network.  Benchmark?s distribution
facility in Las Vegas will also provide Training and Technical Support staff for
its network.

Benchmark?s different product thicknesses are designed to meet a variety of
needs and requirements. Benchmark?s 4-mil thickness product will provide minimal
safety.  At the 10-mil+ thickness and 14-mil+ thickness level, these products
will provide a strong barrier against serious attack and provide extreme bomb
blast resistance and protection when applied to regular ?-inch plate glass. Our
14-mil+ thickness (3 ply) laminate will provide an impressive bullet resistance
when applied to certain types of regular plate or tempered glass.

Benchmark has in place a well-designed Dealer expansion program, product
application systems, product distribution and a marketing plan.  The new third
party product testing results that will be offered and public demonstrations
planned by Benchmark, will enhance the growth of the distribution network and
dealer program.

Benchmark?s customer service has been designed to start with well trained and
knowledgeable Local Dealers and Installation Technicians that will answer the
client?s questions while selling and installing the products. At the same time,
special precautions will be taken to make sure that the installation of the
Benchmark products are done professionally.


                                       7
<PAGE>

The Automated Dry Laminating Machinery Division of Benchmark
------------------------------------------------------------

This specialized equipment division was designed and built for the purpose of
applying these unique safety and security laminates automatically to the glass
surfaces of regular plate glass.  The major advantage of the Automated
Laminating Machine Process is to reduce the actual time required to laminate a
piece of glass.  By reducing the actual laminating time, this discounts labor
cost dramatically.  By utilizing Benchmark?s Automated Laminating Machinery
Division, this reduces the labor cost per square foot, which will offer a cost
savings of approximately 50 percent or more for their customers. This offers
Benchmark an extremely high profit level per square foot return for their Dry
Lamination Process.

The unique advantage for this equipment division is the method in which the
glass can be automatically laminated.  The new Automated Lamination Division of
Benchmark will easily be capable of processing high quantities of safety and
security laminate to glass per hour.  This combination of unique machinery cuts
down the manual labor cost tremendously, thus providing the Benchmark facility
with the ability to laminate extremely large quantities of plate glass product.

RISK FACTORS
------------

(a)  Limited Operating History

The Company has a limited operating history having been incorporated in
the State of Nevada on November 12, 1999.  Activities to date have been
limited primarily to organization, initial capitalization, establishing an
appropriate operating facility in Las Vegas, Nevada and commencing with
initial operational plans.  The Company has yet to generate any revenues.
The Company has developed a business plan, established administrative offices
and started to identify prospective customers for its glass protection
products.

The Company has a limited operating history and must be considered to be a
developmental stage company.  Prospective investors should be aware of the
difficulties encountered by such new enterprises, as the Company faces all
of the risks inherent in any new business and especially with a
developmental stage company.  These risks include, but are not limited to,
competition, the absence of an operating history, the need for additional
working capital, and the possible inability to adapt to various economic
changes inherent in a market economy.  The likelihood of success of the
Company must be considered in light of these problems, expenses that are
frequently incurred in the operation of a new business and the competitive
environment in which the Company will be operating.

                                       8
<PAGE>

(b)  Anticipated Losses for the Foreseeable Future

The Company has prepared audited financial statements as of September 30,
2002, reporting that the Company is in its developmental stages.  Its
ability to continue to operate as a going concern is fully dependent upon
the Company obtaining sufficient revenues or financing to continue its
development and operational activities.  It is important to note that even
if the appropriate financing is received or the Company is able to generate
additional revenues, there is no guarantee that the Company will ever be
able to operate.

It is also important to note that the Company anticipates that it will
incur losses and negative cash flow over the next twelve (12) to twenty-
four (24) months.  There is no guarantee that the Company will ever operate
profitably or even receive positive cash flows from full operations.

(c)  Dependence on Glass Protection Products

The overall business plan and all of the Company's plans for profitability and
success are dependent on the continued use (and even growth) of laminates for
glass protection.  As technologies continue to evolve, there are no assurances
that the Company's laminate processes will have a viable market.


(d)  Risk of Equipment and Property Losses and Failures

A part of the business of glass products involves the maintenance of the
specialty Laminating equipment.  Time and money can be drained if the
equipment requires heavy maintenance.

The Company has no guarantee that in expanding it will not also put equipment
in jeopardy in ways that could substantially affect the Company's profitability.

In the related matter of property loss or loss of revenue due to equipment
failures, the potential damage to the company's profitability is also
substantial.  This of course includes the expenditures related to replacing
or repairing faulty equipment.

(e)  Competition

The Company has both existing and potential competitors, most of whom, like
3M, are well respected in the marketplace.  The interesting fact is that most
of these companies neither have nor offer high end safety or security pre-
laminated glass options like those offered by Benchmark.

3M
--

This is probably the best known brand name in the tinting and safety window
film business, however, the higher mil laminating films do not represent its
core business.  The 3M name is well-recognized and has a very positive
connotation and brand name recognition. While 3M offers several different
products in its safety film product line, its major focus in the marketplace
is not security films, but rather window tinting related films.

                                       9
<PAGE>

LLUMAR
------

Llumar has some of the higher quality window tints and films in the industry
which are used regularly by companies dealing professionally throughout the
window tint industry.  Like 3M, tinted films represent their core business
and they produce some safety window films as well.  This company sells its
products through a series of window tinting dealers and through other methods
as well. Benchmark considers Llumar one of the top window tinting processors.


The research that Benchmark has undertaken, has demonstrated that all the
above-mentioned products are fairly similar in price.  The price varies when
there is a substantial difference in the thickness of the film and, of course,
the quality of the actual product.  Benchmark's main focus will not be the
window tint industry, but the safety and security film laminate specialty
market.


(f)  Possible Inability To Find Suitable Employees

The Company currently relies exclusively upon the services and expertise
of John Dean Harper, Christopher Stevens, and Michael I. Kling, its three
officers and only employees.  In order to implement the aggressive business
plan of the Company, management recognizes that additional staff will be
required.  The president, secretary and chief financial officer are the only
personnel at the outset.  To properly support the marketing, sales, general
management, and specialty laminating functions of the Company, the Company
will eventually need to hire additional staff.

No assurances can be given that the Company will be able to find suitable
employees that can support the above needs of the Company or that these
employees can be hired on terms favorable to the Company.

(g) Lack Of Experience On The Part Of Management

As stated above, the Company currently relies exclusively upon the services
and expertise of John Dean Harper, Christopher Stevens and Michael I. Kling.
However, these officers are not experienced in the glass laminating industry,
which results in a substantial handicap in their being able to establish

                                       10
<PAGE>

credibility in the industry that the Company seeks to enter.  Especially in a
climate so filled with changes that even seasoned business people are
sometimes hard pressed to stay abreast of them, this could cause problems if
quick decisions need to be made when facing unforeseen or difficult
situations.

It may prove to be too great a challenge, given all the other factors listed
here, for the Company to establish itself sufficiently to become a viable
business.  It may develop that the business plan is flawed in some way hard
for management to correct because of its lack of specific expertise.  And
though they consult with others who have more breadth of exposure to these
practical details, it may yet happen that this advice itself will prove to
be ineffective when and if difficulties arise.

(h)  Expansion Plans May Prove Unworkable

Though the Company is committed to the plan stated above and has confidence
in its ability to establish itself and then expand its influence, there is no
guarantee that it will in fact be able to achieve its goals.  As it is still
a small operation run primarily by three individuals, even its first steps to
establish itself more firmly as a viable organization.  The Company may not
be able to grow to the next goal which would require a more sophisticated
organization.

(i)  Potential Difficulty Finding Distributors for its products

The ideas being developed to help others start their own dealerships for the
Company's glass laminating products might be a good idea that does not actually
catch on.  There are no guarantees that if the Company identifies Distributors
for its products that they will be able to generate any revenues for the
company.

(j)  Potential Fluctuation In Operating Results; Quarterly Fluctuations

The Company's operating results may fluctuate significantly in the future as
a result of a variety of factors, many of which are outside the Company's
control. See "--Limited Operating History."  As a strategic response to
changes in the competitive environment, the Company may from time to time
make certain pricing, marketing decisions or acquisitions that could have a
material short-term or long-term adverse effect on the Company's business,
results of operations and financial condition.

(k)  Government Regulation.

Although the Company plans on obtaining all required federal and state
permits, licenses, and bonds to operate its facilities, there can be no
assurance that the Company's operation and profitability will not be subject
to more restrictive regulation or increased taxation by federal, state, or
local agencies.



                                       11
<PAGE>

(l)  Possible Liability For Service Provided.

There is no guarantee that the level of coverage secured by the Company will
be adequate to protect the Company from risks associated with claims that
exceed the level of coverage maintained.  As a result of the Company's
limited operations to date, no threatened or actual claims have been made
upon the Company for service liability.

(m)  Risks Associated With New Campaigns And Attempts To Expand

There can be no assurance that the Company will be able to expand its
operations in a cost-effective or timely manner or that any such efforts
will maintain or increase overall market acceptance.  Expansion of the Company's
operations in this manner would also require significant additional expenses
and development, that could strain the Company's management, financial and
operational resources.  The lack of market acceptance of the Company's
products could result in the Company's inability to generate satisfactory
revenues and its inability to offset their costs could have a material
adverse effect on the Company's business, results of operations and
financial condition.

(n)  Risks Associated With Acquisitions

If appropriate opportunities present themselves, the Company would acquire
businesses, technologies, services or product(s) that the Company believes
are strategic and would help it to expand its glass laminating business
or the regions within which it operates.

The Company currently has no understandings, commitments or agreements with
respect to any other material acquisition and no other material acquisition
is currently being pursued.  There can be no assurance that the Company will
be able to identify, negotiate or finance future acquisitions successfully,
or to integrate such acquisitions with its current business. The process of
integrating an acquired business, technology, service or product(s) into the
Company may result in unforeseen operating difficulties and expenditures and
may absorb significant management attention that would otherwise be
available for ongoing development of the Company's business.  Moreover,
there can be no assurance that the anticipated benefits of any acquisition
will be realized.

Future acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition.  Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company
to obtain additional equity or debt financing, which might not be available
on terms favorable to the Company, or at all, and such financing, if
available, might be dilutive.



                                       12
<PAGE>

2)  Industry Background

According to the U. S. Census Bureau, Statistical Abstract of the United
States as of 1999, the manufacturing of stone, clay, and glass products
provided an industry total of 41 billion dollars; an increase of 15.7 billion
dollars from 1990.  There were 16,541 establishments for the manufacturing of
stone, clay, and glass products in 1999, up from an establishment total of
16,473 in 1998.  Additionally, in 1999 the industry employed 510,000
individuals; an increase of 2,000 employees from 1998.  Larger, well-funded
companies will take advantage of opportunities for expansion through
acquisition of weaker, regional companies, or to increase market share from
those companies that literally disappear.

3)  Plans for Expansion

Among other expansion strategies being considered, the Company plans to open
dealerships for its products distribution.   The company seeks to identify
dealers to apply a similar enterprise in their own area, one that can
be run efficiently and effectively by relative novices in the business
field, if they, like the founders, have enough desire, motivation, talent
and determination to succeed.  This will also be useful in creating links
with other similar and allied laminated glass customers around the country.

4)  Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
    Agreements, or Labor Contracts

At this time there are no applicable patents, trademarks, concessions,
royalty agreements or labor contracts.

5)  Impact on Environmental Laws

As the Company is involved in laminating glass products, it does not expect
to have any impact on environmental laws.

6)  Employees

The Company currently has three (3) employees: one President, one Secretary and
one CFO who are not related.  Until the Company can grow and generate revenues,
the Company does not plan on adding any new employees.

(i) The Company's performance is substantially dependent on the performance
of its President, John Dean Harper, its Secretary, Christopher Stevens and its
CFO, Michael I. Kling.

(ii) The Company does not carry key person life insurance on any of its
personnel. The loss of the services of its executive officers could have a
material adverse effect on the business, results of operations and financial
condition of the Company.  The Company's future success also depends on its
eventual ability to attract and retain highly qualified technical and
managerial personnel.


                                       13
<PAGE>

(iii)  There can be no assurance that in the future the Company will be able
to attract and retain additional highly qualified technical and managerial
personnel. The inability to attract and retain the technical and managerial
personnel necessary to support the growth of the Company's business, due to,
among other things, a large increase in the wages demanded by such personnel,
could have a material adverse effect upon the Company's business, results of
operations and financial condition.

7) Present Licensing Status

None -- Not Applicable.


ITEM 2.  DESCRIPTION OF PROPERTY.

The Company's corporate offices are located at:  1250 S. Burnham, Suite 212,
Las Vegas, NV  89104, telephone number (702) 384-0667.  The Company rents a
9,000 square foot facility at 3140 Venture Drive, Las Vegas, Nevada 89102.
Annual rent is approximately $60,000.00.

ITEM 3.  LEGAL PROCEEDINGS.

As of the date hereof, Benchmark Technology Corporation is not a party to any
material legal proceedings, and none are known to be contemplated against
it.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not Applicable.


                                PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(i) Market Information
----------------------

On April 6, 2001, the Company's common stock was cleared for trading on the
OTC Bulletin Board system under the symbol BMKT.  Since the Company was approved
for trading, no shares have been traded as a very limited market exists for
the trading of the Company's common stock.


                                       14
<PAGE>

The table below sets forth the high and low bid prices of our common stock for
each quarter shown, as provided by the NASD Trading and Market Services
Research Unit.  Quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

<TABLE>
<CAPTION>

FISCAL 2001                                  LOW               HIGH
--------------------------------             ---               ----
<S>                                          <C>               <C>

Quarter ended June 30, 2001                  $0.00             $0.00
Quarter ended September 30, 2001             $0.00             $0.00

FISCAL 2002

Quarter ended December 31, 2001              $0.00             $0.00
Quarter ended March 31, 2002                 $0.00             $0.00
Quarter ended June 30, 2002                  $0.00             $1.70
Quarter ended September 30, 2002             $0.10             $1.50

</TABLE>

(ii) Dividends
--------------

The Company has never paid or declared any dividend on its Common Stock and
does not anticipate paying cash dividends in the foreseeable future.  Holders
of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available
for the payment of dividends.  The Company does not anticipate paying any
dividends on its common stock in the foreseeable future.

(iii) Holders
-------------

The approximate number of holders of record of common stock as of September 30,
2002 was approximately fifty-eight (58).

(iv)  Liquidity and Capital Resources
-------------------------------------

The Company's primary sources of liquidity since its inception has been the
sale of shares of common stock from shareholders, and the issuance of shares
for the purchase of property and equipment.

On June 4, 2002, Benchmark Technology Corporation (the "Company") entered
into a Business Combination Agreement with International Glass Protection, Inc.,
("IGP"),a Nevada corporation and its shareholders.  The agreement provides that
the Company would acquire all of the issued and outstanding  common stock of IGP



                                       15
<PAGE>

in exchange for eleven million (11,000,000) Company common shares for their
10,416,500 shares of IGP.  As a result of this transaction, the former
shareholders of IGP acquired or exercised control over a majority of the shares
of Benchmark.  These shares will be issued to the IGP shareholders under the
securities transaction exemption afforded by Section 4(2) of the Securities
Act of 1933.  These shares will be considered restricted securities and will
not be available for public resale without registration under applicable
securities laws or exemptions from those registration requirements.

The majority of the shares issued in this Business Combination, 9,732,650, will
be issued to Thunderbox Limited in exchange for its controlling interest in IGP.
Additionally, John Dean Harper will be issued 339,963 company shares in exchange
for 307,515 IGP shares.  Jason Crane will be issued 332,761 shares in exchange
for 301,000 IGP shares.

Prior to the business combination transaction, the Company had 2,940,000 shares
issued and outstanding.  Following the business combination transaction and
share issuance the Company has 13,940,000 shares issued and outstanding.

The Company has received advances from individuals pursuant to various
promissory notes.  All of the notes bear interest at the rate of 10% per year
and are due at various dates through December 2002.  Of these loans, $24,005
has been advanced from a shareholder/director.  On June 30, 2002, certain
noteholders converted debt aggregating $73,455 into 73,455 shares of Series A
Preferred Stock.  Accrued interest on the converted debt has been forgiven and
has been credited to paid-in capital.

Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern.  In order for the Company to remain
a Going Concern it will need to find or generate additional capital.  There
can be no assurance that any such financing can be obtained or, if obtained,
that it will be on reasonable terms.  Therefore, management is currently
assessing options, so that the Company can remain a Going Concern.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

General
-------

The company is in the process of completing the build out of its facility,
including, but not limited to setting up the graphics department, preparing
for final certificate of occupancy and finalizing its Automated Dry Lamination
Division.  A Draft Business Plan has been completed and promotional brochures
are being prepared.  Legal and promotional materials are being prepared in
order to pursue sales in the Second Quarter of 2003.

The Company has achieved no revenues and no profitability to date.  Since
the Company's inception, it has experienced an accumulated deficit of
$(1,020,633).

The Company had no dilutive common stock equivalents such as stock options
or warrants as of September 30, 2002.

                                       16
<PAGE>

Results of Operations
---------------------

Since the Company's inception, it has generated no revenues and a net loss
of $1,020,633.  For the nine months ended September 30, 2002, the Company
incurred a net loss of $276,391.  This net loss represented $1,020,633 in
general and administrative expenses.  The majority of the Company's expenses for
the Quarter included general and administrative expenses.

Plan of Operations
------------------

Management does not believe the company will generate any significant profit
in the near future, as developmental and marketing costs will most likely
exceed any anticipated revenues.  The Company is still developing its marketing
plan to identify a customer base for the application and sale of its line of
safety and security laminated film products.

Unless the Company can start generating revenues, it is questionable that it
can remain a Going Concern.  In order for the Company to remain a Going Concern,
it will need to find additional capital.  Additional working capital may be
sought through additional debt or equity private placements, additional notes
payable to banks or related parties (officers, directors or stockholders), or
from other available funding sources at market rates of interest, or a
combination of these.  The ability to raise necessary financing will depend on
many factors, including the economic and market conditions prevailing at the
time financing is sought.  No assurances can be given that any necessary
financing can be obtained on terms favorable to the Company, or at all.

                                          17
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.




                       BENCHMARK TECHNOLOGY CORPORATION
                         (A Development Stage Company)

                             FINANCIAL STATEMENTS

                              SEPTEMBER 30, 2002



                                      18
<PAGE>

                       BENCHMARK TECHNOLOGY CORPORATION
                         (A Development Stage Company)

                             FINANCIAL STATEMENTS


                                   CONTENTS
                                   --------



<TABLE>
<CAPTION>
                                           PAGE
<S>                                        <C>
INDEPENDENT AUDITORS' REPORT               F-1
BALANCE SHEET                              F-2
STATEMENT OF OPERATIONS                    F-3
STATEMENT OF STOCKHOLDERS' EQUITY          F-4
STATEMENT OF CASH FLOWS                    F-5
NOTES TO FINANCIAL STATEMENTS              F-6-11
</TABLE>


<PAGE>

                         INDEPENDENT AUDITORS' REPORT


TO THE BOARD OF DIRECTORS OF INTERNATIONAL GLASS PROTECTION, INC.:

We  have  audited  the  accompanying  balance  sheets  of  Benchmark Technology
Corporation.  (A  Development  Stage  Company)  as  of September 30,  2002  and
December  31,  2001  and  the  related statements of operations,  stockholders'
equity and cash flows for the nine  month  period ended September 30, 2002, the
period from September 14, 2001 (inception) to  December  31,  2001  and for the
period  from  September  14,  2001  (inception)  to  September 30, 2002.  These
financial statements are the responsibility of the Company's  management.   Our
responsibility  is to express an opinion on these financial statements based on
our audits.

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

In our opinion,  the  financial statements referred to above present fairly, in
all  material  respects,   the   financial  position  of  Benchmark  Technology
Corporation. as of September 30, 2002  and December 31, 2001 and the results of
its operations and its cash flows for the nine month period ended September 30,
2002, the period from September 14, 2001  (inception) to December 31, 2001, and
for the period from September 14, 2001 (inception)  to  September  30, 2002, in
conformity  with accounting principles generally accepted in the United  States
of America.

The accompanying  financial  statements  have  been prepared assuming that the
Company  will continue as a going concern.  As discussed  in  Note  1  to  the
financial  statements,  the  Company has no established source of revenue, has
negative working capital and its  limited  capital resources raise substantial
doubt about its ability to continue as a going concern.  Management's plans in
regard  to  these  matters are also described in  Note  1.   The  consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


                                MERDINGER, FRUCHTER, ROSEN & COMPANY, P.C.
                                Certified Public Accountants

New York, New York
December 27, 2002

                                     F-1
<PAGE>

                       BENCHMARK TECHNOLOGY CORPORATION
                         (A Development Stage Company)
                                BALANCE SHEETS

<TABLE>
<CAPTION>

BALANCE SHEETS


                                                    September 30,  December 31,
                                                         2002          2001
                                                    -------------  ------------
<S>                                                 <C>            <C>

ASSETS
Current assets                                                     $          -

Property and equipment, net of accumulated
   depreciation of $-0-                                   320,410       320,410
Security deposit                                           30,000        30,000
Deferred lease acquisition costs, net of accumulated
   amortization of $49,716 and $12,429                     66,284       103,571
                                                    -------------  ------------
   Total assets                                     $     416,694  $    453,981
                                                    =============  ============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Cash overdraft                                     $         328  $        199
 Accrued expenses                                         242,821        77,659
 Note payable                                              10,808        10,000
 Mandatorily redeemable preferred stock                    73,455             -

   Total current liabilities                              327,412        87,858

Notes payable                                                   -        34,930

   Total liabilities                                      327,412       122,788

Stockholders' Equity
 Common Stock, $0.001 par value;
   75,000,000 shares authorized, 14,740,000
   and 10,416,500 shares issued and outstanding            14,740        10,416
 Additional paid-in capital                             1,095,175     1,065,019
 Deficit accumulated during the development stage      (1,020,633)     (744,242)
                                                    -------------  ------------
   Total stockholders' equity                              89,282       331,193
                                                    -------------  ------------
      Total liabilities and stockholders' equity    $     416,694  $    453,981
                                                    =============  ============
</TABLE>


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

                                      F-2
<PAGE>

                       BENCHMARK TECHNOLOGY CORPORATION
                         (A Development Stage Company)
                           STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS


                       January 1, 2002   September 14, 2001  September 14, 2001
                              to           (Inception) to     (Inception) to
                     September 30, 2002  December 31, 2001   September 30, 2002
                     ------------------  ------------------  ------------------

<S>                  <C>                 <C>                 <C>
Revenue              $                -  $                -  $                -

General and administrative
   expenses                     276,391             744,242           1,020,633
                     ------------------  ------------------  ------------------


Loss from operations before
   provision for
   income taxes                 (276,391)           (744,242)        (1,020,633)

Provision for income
   taxes                               -                   -                  -
                      ------------------  ------------------  -----------------


Net loss              $         (276,391) $         (744,242) $      (1,020,633)
                      ==================  ==================  =================


Net loss per share -
   basic and diluted  $            (0.02) $            (0.07) $           (0.09)
                      ==================  ==================  =================


Weighted average number
   of common shares
   outstanding                12,306,667  $       10,416,500  $      11,940,800
                      ==================  ==================  =================


</TABLE>


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

                                      F-3

<PAGE>

                       BENCHMARK TECHNOLOGY CORPORATION.
                         (A Development Stage Company)
                       STATEMENT OF STOCKHOLDER'S EQUITY
             SEPTEMBER 14, 2001 (INCEPTION) TO SEPTEMBER 30, 2002

<TABLE>
<CAPTION>

STATEMENT OF STOCKHOLDER'S EQUITY
                                                       Deficit
                                                     Accumulated
                                        Additional   During the      Total
                          Common Stock    Paid-In    Development  Stockholders'
                         Shares   Amount  Capital       Stage        Equity
                       --------- ------- ---------- ------------- -------------
<S>                    <C>       <C>     <C>        <C>           <C>
Balance, Sep 14, 2001          - $     - $        - $           - $           -

Shares issued for services
- September 15, 2001       1,000       1        999             -         1,000

Shares issued for property
 and equipment -
   Sep 19, 2001           91,300      91     91,209             -        91,300

Shares issued for property
 and equipment -
   Sep 19, 2001          229,110     229    228,881             -       229,110

Shares issued to acquire
 lease and security
  deposit - Sep 19,2001  146,000     146    145,854             -       146,000

Shares issued to acquire
 dealer rights -
  Sep 19, 2001
  (recorded at historical
  cost)                9,341,575   9,342    (9,342)             -             -
Shares issued for services-
 Oct 1, 2001             300,000     300    299,700             -       300,000
Shares issued for services-
 Oct 1, 2001             307,515     307    307,208             -       307,515
Expenses paid stockholder      -       -        510             -           510
Net loss                       -       -          -     (744,242)     (744,242)
                      ---------- ------- ---------- ------------- -------------
Balance, Dec 31, 2001 10,416,500  10,416  1,065,019     (744,242)       331,193
Issuance of shares in
 reverse acquisition     583,500     584      (584)             -             -

Shares retained by former
 control group         2,940,000   2,940    (2,940)             -             -
Issuance of preferred
 stock in settlement
 of debt                       -       -          -             -             -
Forgiveness of interest
 expense in conversion of
 debt to preferred stock       -       -      2,480             -         2,480
Shares issued for services-
 9/26/02                 400,000     400     15,600                      16,000
Shares issued for services-
 9/26/02                 300,000     300     11,700                      12,000
Shares issued for services-
 9/27/02                 100,000     100      3,900                       4,000
Net loss                                                (276,391)     (276,391)
                      ---------- ------- ---------- ------------- -------------
Balance,
 September 30, 2002   14,740,000 $14,740 $1,095,175 $ (1,020,633) $      89,282

</TABLE>

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

                                      F-4
<PAGE>

                       BENCHMARK TECHNOLOGY CORPORATION
                         (A Development Stage Company)
                           STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

STATEMENTS OF CASH FLOWS


                       January 1, 2002   September 14, 2001  September 14, 2001
                              to           (Inception) to     (Inception) to
                     September 30, 2002  December 31, 2001   September 30, 2002
                     ------------------  ------------------  ------------------

<S>                  <C>                 <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss            $         (276,391) $         (744,242) $       (1,020,633)
 Stock-based compensation        28,000             608,515             636,515
 Expenses paid by stockholder         -                 510                 510
 Amortization                    37,827              12,429              50,256
 Accrued expenses               171,102              77,659             248,761
                     ------------------  ------------------  ------------------

Net cash used in
operating activities            (39,462)            (45,129)            (84,591)
                     ------------------  ------------------  ------------------


CASH FLOWS FROM FINANCING ACTIVITIES
 Cash overdraft                     129                 199                 328
 Loans payable                   39,333              44,930              84,263
                     ------------------  ------------------  ------------------

Net cash provided by
financing activities             39,462              45,129              84,591
                     ------------------  ------------------  ------------------


NET INCREASE IN CASH AND
CASH EQUIVALENTS                      -                   -                   -

CASH AND CASH EQUIVALENTS
- BEGINNING                           -                   -                   -
                     ------------------  ------------------  ------------------


CASH AND CASH EQUIVALENTS
- ENDING             $                -  $                -  $                -
                     ==================  ==================  ==================
</TABLE>
SUPPLEMENTAL INFORMATION:
   During  the  period September 14, 2001 to September 30, 2002 Company paid no
   cash for interest or income taxes.



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

                                      F-5
<PAGE>

                       BENCHMARK TECHNOLOGY CORPORATION
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                              SEPTEMBER 30, 2002

NOTE 1 -   DESCRIPTION  OF  BUSINESS  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING
           POLICIES

           Nature of Operations
           --------------------

           International Glass Protection, Inc. (the  "Company") is currently a
           development-stage  company  under the provisions  of  the  Financial
           Accounting   Standards  Board  ("FASB")   Statement   of   Financial
           Accounting Standards  ("SFAS")  No. 7.  The Company was incorporated
           under the laws of the state of Nevada  on  September  14, 2001.  The

           Company  will  be  a  provider  of  a  line  of  safety and security
           laminated  film  products.   A  major  focus  will be the  automated
           lamination  of  the  Company's  safety  and  security  product  line
           directly  to  regular  glass  plate.   The  Company's   offices  and
           production  facilities  are located in Las Vegas, Nevada.   It  will
           offer its products through a nationwide dealer network.

           Basis of Presentation
           ---------------------

           On June 4, 2002, Benchmark  Technology Corporation ("Benchmark") and
           International Glass Protection,  Inc.  ("IGP")  executed  a business
           combination agreement that provided for Benchmark acquiring  all  of
           the  issued and outstanding common stock of IGP.  In connection with
           the transaction,  the shareholders of IGP received 11,000,000 shares
           of Benchmark common  stock for their 10,416,500 shares of IGP.  As a
           result of this transaction,  the former shareholders of IGP acquired
           or exercised control over a majority  of  the  shares  of Benchmark.
           Accordingly,   the  transaction  has  been  treated  for  accounting
           purposes  as  a  recapitalization   of  IGP  and,  therefore,  these
           financial  statements  represent a continuation  of  the  accounting
           acquirer, IGP, not Benchmark, the legal acquirer.  In accounting for
           the transaction:

           i)    IGP is deemed to be  the  purchaser  and surviving company for
                 accounting purposes.  Accordingly, its net assets are included
                 in the balance sheet at their historical book values.
           ii)   Control  of  the  net  assets and business  of  Benchmark  was
                 acquired effective June  4, 2002 (the "Effective Date").  This
                 transaction has been accounted  for as a purchase of Benchmark
                 by IGP.  At the Effective Date, Benchmark  had  no  assets  of
                 liabilities.

           iii)  The  consolidated  statements  of  operations  and  cash flows
                 include  IGP's  results  of  operations  and  cash  flows from
                 September 14, 2001 (date of inception) and Benchmark's results
                 of  operations  from  the  Effective  Date.  Benchmark had  no
                 operations subsequent to the effective date.

           The  accompanying  financial  statements  have  been   prepared   in
           conformity  with  generally  accepted  accounting  principles, which
           contemplate   continuation  of  the  Company  as  a  going  concern.
           However,  the  Company  has  experienced  net  operating  losses  of
           $1,016,633 since inception, has no established source of revenue and
           has a working capital  deficit.   These  factors  raise  substantial
           doubt about the Company's ability to continue as a going concern.

                                       F-6
<PAGE>

                       BENCHMARK TECHNOLOGY CORPORATION
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                              SEPTEMBER 30, 2002

NOTE 1 -   DESCRIPTION  OF  BUSINESS  AND  SUMMARY  OF  SIGNIFICANT ACCOUNTING
           POLICIES (Continued)

           Basis of Presentation (Continued)
           ---------------------

           Management  is continuing to pursue financial investments  through
           private placement  equity  offerings.   The  Company has also been
           acquired by a public company in a reverse acquisition.

           Use of Estimates
           ----------------

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

           Cash and Cash Equivalents
           -------------------------

           The Company considers all highly liquid investments purchased with
           original  maturities  of  three   months   or   less  to  be  cash
           equivalents.

           Income Taxes
           ------------

           Income  taxes  are provided for based on the liability  method  of
           accounting pursuant  to  SFAS  No.  109,  "Accounting  for  Income
           Taxes."   Deferred  income  taxes, if any, are recorded to reflect
           the tax consequences on future  years  of  differences between the
           tax bases of assets and liabilities and their  financial reporting
           amounts at each year-end.

           Long-Lived Assets
           -----------------

           Long-lived  assets  are reviewed for impairment whenever  events  or
           changes in circumstances  indicate  that the related carrying amount
           may not be recoverable.  Recovery of  assets  to be held and used is
           measured by a comparison of the carrying amount of the assets to the
           future net cash flows expected to be generated  by  the  asset.   If
           such  assets  are  considered  to  be impaired, the impairment to be
           recognized is measured by the amount by which the carrying amount of
           the  assets exceeds the fair value of  the  assets.   Assets  to  be
           disposed of are reported at the lower of the carrying amount or fair
           value less the cost to sell.

           Stock-Based Compensation
           ------------------------

           The Company has adopted the intrinsic value method of accounting for
           stock-based  compensation  in  accordance with Accounting Principles
           Board  Opinion  ("APB")  No. 25, "Accounting  for  Stock  Issued  to
           Employees" and related interpretations.   The  Company  has  adopted
           only  the  disclosure  provisions  of  SFAS  No.  123,  "Stock Based
           Compensation,"  for  equity  instruments  issued to employees.   The
           Company  applies all of the provisions of SFAS  No.  123  to  equity
           instruments issued to other than employees.


                                     F-7
<PAGE>

                       BENCHMARK TECHNOLOGY CORPORATION
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                              SEPTEMBER 30, 2002

NOTE 1 -   DESCRIPTION  OF  BUSINESS  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING
           POLICIES (Continued)

           Property and Equipment
           ----------------------

           Property and equipment is stated at cost.  Depreciation and
           amortization will be computed using the straight-line method.  The
           estimated useful lives of the assets are as follows:

             Leasehold improvements                 39 years or life of lease
             Automobiles                            5 years
             Furniture, Fixtures and Equipment      5 to 7 years

           The  costs  of maintenance and repairs are charged to expense when
           incurred; costs of renewals and betterments are capitalized.  Upon
           the sales or  retirement  of  property and equipment, the cost and
           related  accumulated  depreciation   are   eliminated   from   the
           respective  accounts and the resulting gain or loss is included in
           operations.

           Depreciation  will  commence  upon  the  placement  of assets into
           service.

           Earnings Per Share
           ------------------

           The Company calculates earnings per share in accordance  with SFAS
           No.  128,  "Earnings  Per  Share", which requires presentation  of
           basic earnings per share ("BEPS")  and  diluted earnings per share
           ("DEPS").  The computation of BEPS is computed  by dividing income
           available to common stockholders by the weighted average number of
           outstanding common shares during the period.  DEPS gives effect to
           all  dilutive  potential  common  shares  outstanding  during  the
           period.   The  computation  of  DEPS  does not assume  conversion,
           exercise or contingent exercise of securities  that  would have an
           antidilutive  effect  on earnings.  As of September 30,  2002  and
           December  31,  2001,  the  Company  had  no  potentially  dilutive
           securities outstanding.

           Comprehensive Income
           --------------------

           SFAS  No.  130,  "Reporting   Comprehensive   Income,"   establishes
           standards for the reporting and display of comprehensive income  and
           its  components  in  the  financial  statements.  The Company had no
           items of other comprehensive income and  therefore has not presented
           a statement of comprehensive income.

NOTE 2 -   INCOME TAXES

           The components of the provision for income taxes are as follows:

           Current tax expense
             U.S. federal                                       $       -
             State and local                                            -
                                                                ---------

           Total current                                                -
                                                                ---------

                                      F-8
<PAGE>

                       BENCHMARK TECHNOLOGY CORPORATION
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                              SEPTEMBER 30, 2002


NOTE 2 -   INCOME TAXES (Continued)

           Deferred tax expense
             U.S. federal                                               -
             State and local                                            -
                                                                ---------

           Total deferred                                               -
                                                                ---------


           Total tax provision from
            continuing operations                               $       -
                                                                =========


           The reconciliation of the effective income  tax  rate to the Federal
             statutory rate is as follows:

           Federal Income Tax Rate                                   34.0%
           Effect of Valuation Allowance                            (34.0)%
                                                                    ------
           Effective Income Tax Rate                                  0.0%
                                                                    ======


           At  September  30,  2002,  Company  had net carryforward  losses  of
           approximately $1,017,000.  Because of  the  current  uncertainty  of
           realizing   the  benefits  of  the  tax  carryforward,  a  valuation
           allowance equal  to  the  tax  benefits  for deferred taxes has been
           established.   The full realization of the  tax  benefit  associated
           with  the carryforward  depends  predominantly  upon  the  Company's
           ability to generate taxable income during the carryforward period.

           Deferred  tax  assets  and liabilities reflect the net tax effect of
           temporary differences between  the  carrying  amount  of  assets and
           liabilities  for  financial reporting purposes and amounts used  for
           income  tax  purposes.   Significant  components  of  the  Company's
           deferred tax assets  and liabilities as of September 30, 2002 are as
           follows:

           Deferred Tax Assets
           Loss Carryforwards                                     $ 346,000
           Less:  Valuation Allowance                              (346,000)
                                                                  ---------

           Net Deferred Tax Assets                                $       -
                                                                  =========

           Net operating loss carryforwards expire in 2022.

NOTE 3 -   NON-CASH FINANCIAL ACTIVITIES

           o The Company issued a total of 320,410 shares of common stock
             for property and equipment  with  a  fair  value  of $320,410.  An
             additional 138,727 shares were issued, but are being  canceled and
             are not reflected as outstanding in the financial statements.

           o The Company issued 146,000 shares of common stock to acquire
             the  lease  to  its  current  operating facilities and the related
             security deposit of $30,000. The  Company  has recorded a deferred
             lease  acquisition  asset  in the amount $116,000  which  will  be
             expensed on the straight line  basis through January 31, 2004, the
             end of the lease.

                                      F-9
<PAGE>

                       BENCHMARK TECHNOLOGY CORPORATION
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                              SEPTEMBER 30, 2002

NOTE 3 -   NON-CASH FINANCIAL ACTIVITIES (Continued)

           o The  Company issued 9,341,575  shares  of  common  stock  to
             acquire exclusive dealership rights for its products in the United
             States.  As  a  result  of  this  transaction,  the grantor of the
             rights acquired control of the Company.  Accordingly, no value has
             been  assigned to the rights, as they had no historical  basis  in
             the accounts of the grantor.

           o The Company issued 608,515 shares of common stock, valued at
             $608,515, to two officers for services.

           o The Company issued an additional 800,000 shares of common stock,
             valued at $32,000 for services.

NOTE 4 -   DEALER RIGHTS

           The Company  has  entered into an agreement with Thunderbox Limited
           ("TBL"), a South Pacific entity based in Australia, through which it
           acquired the exclusive rights to represent, market, sell, distribute
           and install the safety  and  security  film  laminate  products  now
           existing  and  future  products  offered  by  TBL  within the United
           States.  The agreement is for five years, commencing  September  19,
           2001.   The  agreement  will automatically renew for successive five
           year terms unless terminated  by  either party serving notice to the
           other not less than ninety days prior to termination.

NOTE 5 -   COMMITMENTS AND CONTINGENCIES

           o The  Company  occupies  its premises  pursuant  to  a  lease
             expiring January 31, 2004.  Future  minimum  lease payments are as
             follows:

                          Period ended September 30, 2003    $49,376
                                                     2004     16,672

             Rent expense recorded in the financial statements  is  $35,918 for
             the  period  ended  September 30, 2002 and $31,505 for the  period
             ended December 31, 2001.

           o The Company has agreed to certain minimum purchases pursuant to the
             dealer agreement  described in  Note 5, as amended.  Future minimum
             purchase commitments  through the expiration  of the initial  five
             year term, based on current prices, are as follows:

                    Period ended September 30, 2003        $ 126,312
                                               2004          391,969
                                               2005          780,469
                                               2006          832,500

                                     F-10
<PAGE>

                       BENCHMARK TECHNOLOGY CORPORATION
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                              SEPTEMBER 30, 2002

NOTE 6 -   CONCENTRATION

           Pursuant to the dealer agreement described  in  Note  5, the Company
           has  agreed  to sell and market only the TBL products.  The  Company
           has agreed not  to distribute, sell and/or install products that are
           potentially competitive  in  any  way  with the TBL products without
           prior written consent of TBL.  Violation  is  grounds  for immediate
           termination of the agreement.

           Termination of the dealer agreement or a disruption in the supply of
           TBL products could have a material adverse impact on the  operations
           of the Company.

NOTE 7 -   NOTES PAYABLE

           The  Company  has  received  advances  from individuals pursuant  to
           various promissory notes.  All of the notes  bear  interest  at  the
           rate  of  10% per year and are due at various dates through December
           2002.   Of  these   loans,   $24,005   has   been  advanced  from  a
           shareholder/director.

           Effective June 30, 2002, noteholders aggregating  $73,455  converted
           their notes into preferred stock of the Company.

NOTE 3 -   MANDITORILY REDEEMABLE PREFERRED STOCK

           On  June  30,  2002,  the  Company designated the initial series  of
           preferred stock, designated  as  Non-Voting  2002 Series A Preferred
           Stock ("Series A Preferred Stock").  The number  of shares which may
           be issued is 100,000.  The Series A Preferred Stock  is  subject  to
           mandatory redemption by the Company on or before June 28, 2003, at a
           redemption price of $1.00 per share.

           The Series A Preferred Stock will be entitled to a dividend equal to
           the  Prime  Interest  Rate plus 2% per year on its redemption value,
           payable quarterly.

           On June 30, 2002, certain  noteholders  converted  debt  aggregating
           $73,455  into  73,455  shares  of Series A Preferred Stock.  Accrued
           interest  on  the converted debt has  been  forgiven  and  has  been
           credited to paid-in capital.


                                     F-11
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

On March 18, 2002, the Company filed a Current Report on Form 8-K with the
United Stated Securities and Exchange Commission, in which the Company stated
in Item 4 "Changes in Registrant's Certifying Account."


                                    PART III

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

A. The names, ages and positions of the Company's directors and executive
officers are as follows:

<TABLE>
<CAPTION>

Name                         Age           Position
------------                 ---      -------------------------------
<S>                          <C>         <C>
John Dean Harper             40          President, Treasurer, Director
Christopher Stevens          32          Secretary/Executive VP
Michael I. Kling,            40          VP/CFO

</TABLE>


Family relationships
--------------------

None.


Work Experience
---------------

John Dean Harper, President/Treasurer & Director
------------------------------------------------

Mr. Harper is a graduate of Ohio University in Athens, Ohio with a Bachelors of
Business Administration degree and a double major in Business Pre-Law and
General Business.  He is also a graduate of the University of Cincinnati,
College of Law with a Juris Doctor.  Mr. Harper has a private law practice
focusing primarily on corporate law, labor/employment and litigation.  Mr.
Harper serves as counsel for a number of law enforcement labor associations in
the State of Nevada.  Mr. Harper has been involved in taking a number of
companies from startup to publicly trading.


                                       19
<PAGE>

Previous Experience:

  Dates                       Name of Company                   Job Title
--------------------          ---------------                   ---------
1984-1986           Lazarus Dept. Store (Columbus, Ohio)        Asst. Buyer
1986-1989           Univ. of Cincinnati, College of Law         Law Student
1989-1991           Schottenstein, Zox and Dunn                 Assoc. Atty.
1991-1995           Redmon & Harper                             Partner
1996-1998           Gugino & Schwartz                           Assoc. Atty.
1999-2002           Starbase-1 Coffee Co. Ltd.                  President
2000-2002           Lock-Gun.com                                President
1996-Present        John Dean Harper, Attorney at Law
1996-Present        Las Vegas Police Protective Assoc.          Chief General
                                                                Counsel
1996-Present        Nevada Conference of Police and Sheriffs    General Counsel
1999-Present        Injured Police Officers Fund                General Counsel
2001-Present        Benchmark Technology Corporation            President,
                                                                Treasurer,
                                                                Director


Christopher Stevens, Secretary/Executive Vice President of Business Development
-------------------------------------------------------------------------------

Mr. Stevens is the Owner/President of CPS International. CPS International is
an international business development/marketing consulting company based in Las
Vegas, Nevada.  CPS facilitates U.S. companies wishing to pursue Asian-Pacific
markets.  CPS also is involved in import/export programs and direct sales.  Mr.
Stevens is a graduate of Michigan State University.

1991 - Graduated from Michigan State University
Major - International Studies
Minor - Asian Studies

1991-91- Hotel New Otani Osaka, Japan, Manager, International Sales

1992-94- Detroit Center Tool, Inc. Director of Asia-Pacific Business
Development Osaka, Japan

1995-98- ITOCHU International, Inc. Detroit, MI Tokyo, Japan
Manager, Business Developemnt Automotive Division

1998-Present - CPS International, International Marketing Consultancy

2002-Present - Benchmark Technology Corporation, Secretary/Executive Vice
President of Business Development.




                                       20
<PAGE>

Michael I. Kling, Vice President/Chief Financial Officer
--------------------------------------------------------

Mr. Kling is a Certified Public Accountant as well as licensed to practice law
in Ohio, Michigan, Nevada and California.  Mr. Kling obtained his Juris Doctor
from the Ohio State University and his Masters of Law in Taxation from Wayne
State University.  Mr. Kling maintains a law practice focusing on wealth
preservation, asset protection, estate planning and business formation.  In
addition to his professional activities, Mr. Kling is President of the Southern
Nevada Estate Planning Council, legal counsel for the North Las Vegas Community
Foundation and a member of several other charitable and community organizations.

Previous Experience:

   Dates                      Name of Company                    Job Title
   -----                      ---------------                    ---------
1986-1989          Arthur Young                                Staff Account
1989-1992          Ohio State Univ., College of Law            Law Student
1992-1993          Wayne St. Univ. Law School                  Obtained LL.M.
1993-1996          Cunningham, Davison, Beeby, Rogers          Assoc. Atty.
                   & Alward
1996-1999          Jeffrey L. Burr & Assoc.                    Assoc. Atty.
1999-2000          Delloitte & Touche                          Senior Mgr.
2000-2001          Kummer, Kaempfer, Bonner & Renshaw Assoc.   Head of Tax
                                                                      Dept.
2001-Present       Law Offices of Michael I. Kling             Owner
2001-Present       Get Outdoors II, LLC                        Member/Manager
2001-Present       Get Outdoors III, LLC                       Member/Manager
2001-Present       R M Holdings, LLC                           Member/Manager
2002-Present       Benchmark Technology Corporation            VP, CFO

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration of Directors and Executive Officers

As a result of our the Company's current limited available cash, no officer or
director received compensation during the fiscal year ended September 30, 2002.

<TABLE>
<CAPTION>

                                                            Number of Shares
                                                            Underlying
                         Position         Salary    Bonus   Options (#)
                         --------       -------- ----------------------
<S>                      <C>              <C>       <C>     <C>
John Dean Harper       President,         0         0       0
                       Treasurer,
                       Director
Christopher Stevens    Secretary,         0         0       0
                       Executive VP
Michael I. Kling,      VP/CFO,            0         0       0

</TABLE>
                                       21
<PAGE>

The Company currently does not have employment agreements with its executive
officers.  The executive officers will not draw any salary from the Company,
and the Company - in order to prudently manage its limited financial
resources - does not plan on compensating its executive officers for their
present services rendered to the Company for the foreseeable future.

Compensation of Directors
-------------------------

There were no arrangements pursuant to which any director of the Company was
compensated for the period from November 12, 1999 (date of inception) to
September 30, 2002 for any service provided as a director.  In addition, no
such arrangement is contemplated for the foreseeable future.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial
ownership of our outstanding common stock as of September 30, 2002, by each
person known by Benchmark Technology Corporation, to own beneficially more than
5% of the outstanding common stock, by each of our directors and officer and by
all of our directors and officers as a group.  Unless otherwise indicated
below, all persons listed below have sole voting and investment power with
respect to their shares of common stock.

<TABLE>
<CAPTION>
                                                   Amount
Title     Name and Address                         of shares             Percent
of        of Beneficial                            held by    Date        of
Class     Owner of Shares          Position        Owner      Purchased   Class
--------------------------------------------------------------------------------
<S>       <C>                    <C>                 <C>        <C>       <C>

Common    John Dean Harper(1)    President/Director  516,364  7/25/02      5.9%
                                                     339,963  7/30/02

Common    Christopher Stevens(2) Secretary              -0-      N/A       0.0%

Common    Michael I. Kling(3)    CFO                  339,963  7/25/02     2.3%
Common    Thunder Box Limited(4) Shareholder        4,176,961  7/26/02    28.8%
-------------------------------------------------------------------------------
Totals:                                             5,373,251             37.0%

All Executive Officers and
Directors as a Group (3 persons)                    1,196,290              8.3%

The percentages listed in the Percent of Class column are based upon 14,478,727
outstanding shares of common stock, which will be the number of outstanding
shares of common stock as of the effective date.

</TABLE>
                                       22
<PAGE>

(1)  John Dean Harper, 1250 S. Burnham, Suite 212, Las Vegas, NV  89104.
(2)  Christopher Stevens, 1250 S. Burnham, Suite 212, Las Vegas, NV  89104.
(3)  Michael I. Kling, 1250 S. Burnham, Suite 212, Las Vegas, NV  89104.
(4)  Thunder Box Limited, a Vanuatu corporation, PFK House, Lini Highway,
     P.O. Box 211, Port Vila, Vanuatu, beneficially owned by Thunder Box
     Limited are controlled by Alexander Gilliland.

Persons Sharing Ownership of Control of Shares

The following own or share the power to vote five percent (5%) or more of the
Company's securities: John Dean Harper and Thunder Box Limited.

C.  Non-voting Securities and Principal Holders Thereof

The Company has not issued any non-voting securities.

D.  Options, Warrants and Rights

There are no options, warrants or rights to purchase securities of the
Company.

E.  Parents of Issuer

Under the definition of parent, as including any person or business entity
who controls substantially all (more than 80%) of the issuers of common
stock, the Company has no parents.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Through a Board Resolution, the Company hired the professional services of
Merdinger, Fruchter, Rosen & Company, P.C., Certified Public Accountants, to
perform audited financials for the Company.  Merdinger, Fruchter, Rosen &
Company, P.C., owns no stock in the Company.  The company has no formal
contracts with its accountant, they are paid on a fee for service basis
through a separate escrow account.

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities.  If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests.  The Company has not formulated a policy for the
resolution of such conflicts.


                                     23
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  EXHIBITS.

99 Certification from Chief Executive Officer

REPORTS ON FORM 8-K

The Company filed a Current Report dated March 18, 2002, pursuant to Item 4
("Changes in Accountants") entitled "Changes in Registrant's Certifying
Account."  See Item 8 above, entitled, "Changes in and Disagreements with
Accountants on Accounting."

The Company filed a Current Report dated November 11, 2002, pursuant to Item 8
("Change in Fiscal Year ") in which the Company changed the end of its fiscal
year from December 31, to September 30.


                                      24

<PAGE>

                               SIGNATURES


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

                                    Benchmark Technology Corporation
                                    --------------------------------
                                           (Registrant)

Dated:  January 14, 2003

By: /s/ John Dean Harper
----------------------------
John Dean Harper, President,
Treasurer and Director

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

                                     Benchmark Technology Corporation
                                     --------------------------------
                                              (Registrant)

Dated:  January 14, 2003

By: /s/ Christopher Stevens
---------------------------
Christopher Stevens
Secretary


                                     25
<PAGE>