SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB

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

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

                For the fiscal year ended: December 31, 2002

                      Commission File Number: 000-31713

                               RAPIDTRON, INC.
            (Exact name of registrant as specified in our charter)

Nevada                                                      88-0455472
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

800 North Rainbow Blvd., Suite 208
Las Vegas, Nevada                                                89107-1103
(Address of principal executive offices)                         (Zip Code)

      Registrant's telephone number including area code: (702) 948-5017

                             The Furnishing Club
                 (Former name, if changed since last report)

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

  Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                              $0.001 par value
                              (Title of Class)

     Indicate by check mark whether the registrant (a) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding 12 months (or for such shorter period  that  the
registrant  was required to file such reports), and (b) has been  subject  to
such filing requirements for the past 90 days.  Yes    X      No _____

     Indicate  by  check mark if disclosure of delinquent filers pursuant  to
Item  405  of  Regulation  S-B  is not contained  herein,  and  will  not  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-K.  [     ]

      The issuer's revenue for its most recent fiscal year ended December 31,
2002.  $0

<PAGE>

     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 the average bid and asked price of such common equity, as of  the
last  business day of our most recently completed second fiscal  quarter  was
$1,344,000 based on a share value of $0.56 as of June 28, 2002.

     The  number of shares of Common Stock, $0.001 par value, outstanding  on
December   31,  2002,  was  19,993,752  shares,  held  by  approximately   23
stockholders.

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

<PAGE>

                               RAPIDTRON, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                          FOR THE FISCAL YEAR ENDED
                              December 31, 2002

                               Index to Report
                               on Form 10-KSB


PART I
Page(s)

Item      1.   Business                                          4-7
Item      2.   Properties                                        7-8
Item      3.   Legal Proceedings                                 8
Item      4.   Submission of Matters to a Vote of
               Security Holders                                  8

PART II

Item      5.   Market for Registrant's Common Equity
               and Related Stockholder Matters                   9-10
Item      6.   Plan of Operation                                 10-15
Item      7.   Financial Statements and Supplementary Data       16-19
Item      8.   Changes in and Disagreements With Accountants
               on Accounting and Financial Disclosure            19

PART III

Item      9.   Directors and Executive Officers of
               the Registrant                                    19-22
Item      10.  Executive Compensation                            22-27
Item      11.  Security Ownership of Certain Beneficial Owners
               and Management                                    27-28
Item      12.  Certain Relationships and Related Transactions    28

Item      13.  Exhibits, Financial Statement Schedules and
               Reports on Form 8-K                               29-30

Item      14.  Controls and Procedures                           30

<PAGE>

This  form  10-KSB contains forward-looking statements within the meaning  of
the federal securities laws. These forward-looking statements are necessarily
based  on  certain  assumptions  and are subject  to  significant  risks  and
uncertainties.  These  forward-looking statements are based  on  management's
expectations  as of the date hereof, and the Company does not  undertake  any
responsibility to update any of these statements in the future. Actual future
performance  and results could differ from that contained in or suggested  by
these  forward-looking statements as a result of factors set  forth  in  this
Form  10-KSB (including those sections hereof incorporated by reference  from
other filings with the Securities and Exchange Commission), in particular  as
set forth in the "Plan of Operation" under Item 6.

    In  this form 10-KSB references to "RPDT", "the Company", "we," "us," and
"our" refer to RAPIDTRON, INC., a Nevada corporation.

                                   PART I

ITEM 1. BUSINESS

(a) General Business Development

     Rapidtron,  Inc.,  ("RPDT")  formerly named  The  Furnishing  Club,  was
incorporated in the State of Nevada on March 22, 2000.  We initially intended
to  be  an online retailer of furniture and home accessories.  However,  upon
completion of our initial market analysis of the furniture market we  decided
to  focus  our  efforts  primarily  on the  home  accessories  market,  while
continually  evaluating  other  opportunities that  may  enhance  stockholder
value,  including the acquisition of a product or technology  or  pursuing  a
merger  or  acquisition  of  another business entity  with  long-term  growth
potential.

     As a result of the market conditions which occurred as the result of the
September  11,  2001 attacks on the U.S. and our inability to attract  equity
capital,  our management aggressively pursued discussions with joint  venture
partners,  equity partners, and potential acquisition and merger  candidates,
which resulted in our execution of a letter of intent to merge with Rapidtron
Inc., ("Rapidtron") a Delaware corporation.

     On September 30, 2002, we amended our Articles of Incorporation changing
our  name  from  The Furnishing Club to Rapidtron, Inc., in  anticipation  of
completing the merger with Rapidtron Inc., a Delaware corporation.

     On  January 17, 2003, we entered into the Agreement and Plan of  Merger,
whereby  we  will  issue 9,600,000 shares of our restricted common  stock  in
exchange  for  100% of Rapidtron's outstanding common stock.   On  March  31,
2003,  we amended the Merger Agreement to: (i) extend the closing date;  (ii)
alter  the  timing  of  certain financing; and  (iii)  amend  our  disclosure
schedule.  Closing of the Merger is subject to regulatory review, stockholder
notification, and the satisfaction of other customary conditions.  Holders of
a  majority of our shares of common stock have already voted in favor of  the
transaction.

     To  accomplish  the  merger, on September 27, 2002,  we  incorporated  a
wholly-owned subsidiary, RTI Acquisition Subsidiary, Inc. ("RTI  SUB").   The
merger is structured as a tax-free reorganization accounted for as a purchase

<PAGE>

whereby  Rapidtron will be merged with our wholly-owned subsidiary  RTI  SUB,
wherein  RTI  SUB  will cease to exist and Rapidtron will become  our  wholly
owned subsidiary.

     We  have  an  authorized capitalization of 20,000,000 shares  of  common
stock,  $0.001  par value per share, and as of December 31, 2002  there  were
19,993,752 shares outstanding.  We also have an authorized capitalization  of
5,000,000  shares of preferred stock at a par value of $0.001 per share,  and
as of December 31, 2002 there were no shares outstanding.

     Concurrent  with the Closing of the Merger, we shall amend our  articles
of  incorporation  to  increase our authorized common stock  from  20,000,000
shares to 100,000,000 shares, par value $0.001.  We feel that the increase in
the  authorized  shares of common stock will provide us  greater  flexibility
with  respect to our capital structure for such purposes as additional equity
financing and stock based acquisitions.

     The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles that contemplate the
continuance  of the Company as a going concern.  The Company's cash  position
may be inadequate to pay all of the costs associated with testing, production
and marketing of products.  Management intends to use borrowings and security
sales to mitigate the effects of its cash position, however no assurance  can
be  given  that  debt  or  equity financing, if and  when  required  will  be
available.  The financial statements do not include any adjustments  relating
to   the   recoverability   and  classification  of   recorded   assets   and
classification of liabilities that might be necessary should the  Company  be
unable to continue existence.

(b) Description of Business

     Concurrent with the closing of the Merger, all of our business  will  be
conducted by Rapidtron, which will be our wholly-owned subsidiary.

     Rapidtron  intends to become a leading provider of Radio Frequency  (RF)
smart  card access control and ticketing/membership systems by providing  the
premier technology for operator-free entry and exit turnstiles.

     Headquartered  in  Costa  Mesa, California,  Rapidtron  has  established
itself  in  the North American marketplace by currently providing  its  smart
card  access  control systems to Copper Mountain in Colorado  and  Park  City
Resort  in  Utah,  and  its bar code system to the University  of  California
Berkeley, and several leading fitness clubs. Rapidtron anticipates additional
orders  in  2003  from Park City, Copper Mountain, UC Berkeley,  and  several
other winter resorts and fitness clubs.

     Rapidtron  has forged a strategic partnership with AXESS AG, a  European
(Austria) corporation. AXESS AG is at the forefront of Radio Frequency  smart
card  technology and has installed over 2,500 Smart access gates  and  31,500
point-of-sale systems to transit companies and vacation resorts in Europe.

Principal products or services and their markets

     Rapidtron  provides automated access products (turnstiles with  readers,
door,  counter and handheld readers, etc.) to the Fitness, University, Winter

<PAGE>

Resorts,  Transit  and Entertainment industries utilizing  two  technologies,
Radio  Frequency (RF) Smart chip (ISO standard Smart cards, key cards and  ID
bracelets)  and  Bar  Code tickets. The RF Smart Cards are  contactless  with
multilevel   read/write   capabilities  for  debit/credit,   affinity/loyalty
programs,  access,  parking,  and  doors.  The  Bar  Code  tickets   are   an
inexpensive, read-only medium for access operations.

Distribution methods of the products or services

       All   products  and  services  of  Rapidtron  are  conducted   through
commissioned  sales representatives.  Rapidtron currently has 26 commissioned
sales representatives.

Status of any publicly announced new product or services

      Rapidtron  has installed its new automatic ADA gate and  Panic  release
turnstile at the University of California at Berkeley.

Competition

     To  start,  Rapidtron has focused on two niche markets  associated  with
active  lifestyle  sports, namely Fitness and Winter Resorts.  Rapidtron  has
only  one  competitor  in the winter resort market and that  competitor  (Ski
Data),  to  this  date,  has not successfully interfaced  with  any  software
provider  in  North America. Rapidtron has successfully interfaced  with  all
three  providers (Comptrol, Siriusware and RTP), which resulted in  sales  to
Copper Mountain (Siriusware) and Park City (RTP).

     As  of  the  date  of this filing, Rapidtron is unaware of  any  company
offering  its  range of products with access readers and turnstiles  offering
both  Smart  and  Bar Code technology to the North American  fitness  market.
Rapidtron  has  completed  its  interface  with  the  five  leading  software
management providers, Aphelion, CSI, Check Free, Computer Outfitters and CSI.
This  alone  is  a major competitive advantage and barrier to entry  for  new
market entrants.

     The  transit industry has several large access system providers, who are
primarily  magnetic stripe based but are now offering Smart Card  systems  as
well.

     In  addition to the successful completion of the software interface with
the   leading  software  suppliers,  Rapidtron  has  positioned  itself  with
established  sales  representatives and has already made  several  successful
installations  that  provide strong testimonials and proof  of  benefits  and
technology.

     Rapidtron's partner, Axess AG, has been extremely successful in  landing
most  of the large winter resorts in Europe over the past five years and  has
over 2,500 access systems and 3,500 POS stations in operation.

Principal supplier and sources and availability of raw materials

     Rapidtron has an exclusive agreement with its major supplier, Axess  AG,
for North America and South America in the markets it services and the option
for  additional  markets as opportunities arise. Rapidtron's  agreement  with
Axess  AG  is  for  five  (5)  years with renewal options  based  on  meeting
continuing sales.

<PAGE>

     Axess AG has the manufacturing capabilities to meet the growth projected
over the next five (5) years and has not experienced problems in sourcing raw
materials in five (5) years of production. Rapidtron has additional resources
available to meet other product needs as markets develop.

Dependence on one or a few major customers

     Rapidtron's mix of markets and clients allows it to be independent of
any one major customer.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or
labor contracts, including duration

     Rapidtron's  agreement with Axess AG is for five (5) years with  renewal
options based on meeting continuing sales.

Government approval of principal product

     Axess  AG  is  currently  finalizing FCC and  UHL  approvals.  Rapidtron
anticipates  receiving this approval by the end of the second  quarter  2003.
The  FCC requirement is to test the radio frequency transmissions emitted  by
the  long  range antennas used in the winter resort turnstiles for  potential
interference  with  pacemakers. The standard short-range reader  has  already
passed  and  in over five years of operation in Europe there has not  been  a
case  of  this  nature  with the 2,500 systems with  long-range  antennas  in
operation. Rapidtron is unaware of any other regulations in addition  to  the
FCC  approval  of  its long-range antenna that would be  required  for  radio
frequency and standard UHL operations.

Effect of existing or probable governmental regulations on the business

     Rapidtron  is  unaware of any other regulations other  than  the  above-
mentioned FCC approval of its long-range antenna.

Research and development

     Rapidtron spent $115,840 for software development and $3,528 for product
development for the year ended December 31, 2002, none of which are  directly
or indirectly borne by any existing or future clients.

Personnel

     Rapidtron  has  5  full time and 8 part time employees  as  well  as  26
commissioned sales representatives.

ITEM 2.   PROPERTIES

     Our  principal  executive office space is located at 800  North  Rainbow
Blvd.,  Suite 208, Las Vegas, Nevada 89107-1103. The lease is on a  month-to-

<PAGE>

month  basis.   Management considers our principal office  space  arrangement
adequate  until  such time as we achieve our business plan  goal  of  raising
capital and then begin hiring new employees per our business plan.

     Rapidtron shares a facility with Equus Marketing & Design, Inc.  located
at  3151 Airway, Bldg. Q, Costa Mesa, California 92626.  Equus is the  lessee
of  the  facility and Rapidtron is assessed monthly rent expense  of  $5,000.
However, there is no formal sublease agreement in place.

ITEM 3.   LEGAL PROCEEDINGS

     We may from time to time be involved in routine legal matters incidental
to our business; however, at this point in time we are currently not involved
in  any  litigation,  nor  are  we  aware  of  any  threatened  or  impending
litigation.  In addition, Rapidtron is not a party to any litigation at  this
time.

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

     On   September  26,  2002,  we  received  majority  consent   from   our
stockholders  for  the  approval of changing  the  Company's  name  from  The
Furnishing Club to Rapidtron, Inc.

Subsequent Event

     On January 17, 2003, we received majority consent from our stockholders,
in lieu of a meeting, thereby consenting to the following:

(1)   Approval to enter into the Agreement and Plan of Merger with and  RTI
with Rapidtron being the surviving corporation and becoming our wholly-owned
subsidiary;
(2)  That at the effective time of the merger we shall accept the resignation
of Dr. John Veltheer as a Director and appoint John Creel and Steve Meineke
to serve as Directors of the Company together with Hendrik Rethwilm;
(3)  That concurrent with the closing of the merger, we shall amend our
Articles of Incorporation to increase our authorized common stock from
20,000,000 to 100,000,000 shares;
(4)  That at the effective time of the merger we shall authorize our transfer
agent to issue a total of 9,600,000 shares of restricted common stock to the
current shareholders of Rapidtron at a ratio of 0.955033824 shares for each
Rapidtron share owned, with fractional shares converted to cash at the rate
of $1.00 per share;
(5)  To ratify the change of our name from The Furnishing Club to Rapidtron,
Inc. pursuant to the Certificate of Amendment of Articles of Incorporation
filed with the Nevada Secretary of State on September 30, 2002; and
(6)  That the corporate officers are authorized to execute any and all
documents necessary to complete the terms and conditions of the Agreement and
Plan of Merger.

<PAGE>

                                   PART II

ITEM 5.   MARKET  FOR  REGISTRANT'S  COMMON EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS

(a) Market Information

      Our  Common  Stock is traded on the over-the-counter securities  market
through  the  National Association of Securities Dealers Automated  Quotation
Bulletin  Board  System, under the symbol "RPDT".  The following  table  sets
forth  the quarterly high and low bid prices for our Common Stock during  our
last  two  fiscal years, as reported by the National Quotations Bureau.   The
quotations  reflect inter-dealer prices, without retail mark-up, markdown  or
commission, and may not necessarily represent actual transactions.

                       2002                       2001
                 Low          High         Low           High
1st Quarter      0.60         0.81     Not Trading   Not Trading
2nd Quarter      0.60         0.93         0.25          0.35
3rd Quarter      0.54         1.33         0.40          0.40
4th Quarter      0.77         1.33         0.32          0.39

Note:  As The Furnishing Club, we were eligible for trading on the OTC:BB  in
April  of  2001 under the symbol "FHCL".  On October 1, 2002, as a result  of
our name change, our OTC:BB trading symbol was changed from "FHCL" to "RPDT".

(b) Holders of Common Stock

     As  of December 31, 2002, we had approximately 23 stockholders of record
of the 19,993,752 shares outstanding.

(c) Dividends

     We have never declared or paid dividends on our Common Stock.  We intend
to  follow  a policy of retaining earnings, if any, to finance the growth  of
the  business  and  do  not  anticipate paying  any  cash  dividends  in  the
foreseeable future.  The declaration and payment of future dividends  on  the
Common  Stock will be the sole discretion of the Board of Directors and  will
depend  on  our  profitability and financial condition, capital requirements,
statutory  and  contractual restrictions, future prospects and other  factors
deemed relevant.

Recent Sales of Unregistered Securities

Stock Issuances

      On  March  22, 2000, we issued 500,000 shares of our $0.001  par  value
common  stock  to  our  sole officer and director  and  two  consultants  for
services  valued at $0.001 per share or $500.00.  The shares were  deemed  to
have  been  issued pursuant to an exemption provided by section 4(2)  of  the
Act, which exempts from registration "transactions by an issuer not involving
any public offering."

<PAGE>

      On  March  28, 2000, we issued 100,000 shares of our $0.001  par  value
common stock to an accredited investor for $0.20 per share for a total amount
of  $20,000.00 cash.  The shares were deemed to have been issued pursuant  to
an  exemption  provided  by  section 4(2) of  the  Act,  which  exempts  from
registration "transactions by an issuer not involving any public offering."

      On  September 29, 2000, we completed a public offering registered  with
the Nevada Secretary of State pursuant to NRS 90.490 that was offered without
registration  under the Securities Act of 1933, as amended  (The  "Act"),  in
reliance  upon the exemption from registration afforded by sections 4(2)  and
3(b)  of  the  Securities Act and Regulation D promulgated  thereunder.   The
registration pertained to 240,000 shares of common stock at a price of  $0.25
per share for a total amount of $60,000.

      On  September 29, 2000, we effectuated a 10 for 1 forward  stock  split
(for  every  1 share currently owned, each stockholder received 10 additional
shares), thus increasing our common stock issued and outstanding from 840,000
shares to 8,400,000 shares.

     On September 30, 2002, we effectuated a 1 for 1 forward stock split (for
every 1 share currently owned, each stockholder received 1 additional share),
thus increasing our common stock issued and outstanding from 8,400,000 shares
to 16,800,000 shares.

      On  October 21, 2002, one of our majority stockholders returned 805,000
shares   of  our  common  stock  for  no  consideration.   The  shares   were
subsequently cancelled.

      On  October  23, 2002, we effectuated a 0.25 for 1 forward  split  (for
every  1  share  currently owned, each stockholder received  0.25  additional
shares),  thus  increasing  our  common stock  issued  and  outstanding  from
16,800,000 shares to 19,993,750 shares.

Warrants and Options
      There  are no warrants or options outstanding to acquire any additional
shares of common stock.

Subsequent Event
      On  January  17,  2003,  we entered into an  agreement  to  merge  with
Rapidtron Inc., a Delaware Corporation whereby we will issue 9,600,000 shares
of  our  common stock in exchange for 100% of Rapidtron's outstanding  common
stock.

     Upon  closing of the merger, approximately $1,000,000 in notes shall  be
converted into restricted shares of our common stock at the rate of $1.00 per
share.   Additionally, we shall issue 400,000 shares of our restricted common
stock to two finders associated with Rapidtron.

ITEM 6.   PLAN OF OPERATION

     This  report  contains forward-looking statements.  Actual  results  and
events  could  differ  materially  from  those  projected,  anticipated,   or
implicit,  in the forward-looking statements as a result of the risk  factors
set forth below and elsewhere in this report.

      With  the exception of historical matters, the matters discussed herein
are forward-looking statements that involve risks and uncertainties. Forward-

<PAGE>

looking  statements  include, but are not limited to,  statements  concerning
anticipated  trends in revenues and net income, the date of  introduction  or
completion  of our products, projections concerning operations and  available
cash  flow.  Our  actual  results could differ materially  from  the  results
discussed in such forward-looking statements. The following discussion of our
financial  condition and results of operations should be read in  conjunction
with  our  financial  statements  and the  related  notes  thereto  appearing
elsewhere herein.

     Following completion of the merger, we will assume the plan of operation
of Rapidtron.

Overview

      Rapidtron provides automated access products (turnstiles with  readers,
door,  counter  and  handheld  readers) to the  Fitness,  University,  Winter
Resorts,  Transit  and Entertainment industries utilizing  two  technologies,
Radio  Frequency (RF) Smart chip (ISO standard Smart cards, key cards and  ID
bracelets)  and  Bar  Code tickets. The RF Smart Cards are  contactless  with
multilevel   read/write   capabilities  for  debit/credit,   affinity/loyalty
programs,  access,  parking,  and  doors.  The  Bar  Code  tickets   are   an
inexpensive,  read-only  medium  for access operations.  Rapidtron's  mix  of
markets and clients allows it to be independent of any one major customer.

Plan of Operation

     Rapidtron  plans to use the proceeds of the converted notes  and  equity
financing   for  equipment  and  card  purchases  from  Axess  AG,   software
development,  marketing  and  sales  expenses,  and  for  general   corporate
purposes, including working capital and increased staffing.

     Rapidtron  intends  to  fund portions of its  operations  and  purchases
through   revenues   obtained   from  sales   generated   from   commissioned
representatives.   To accelerate the development program Rapidtron  plans  to
increase the number of commissioned representatives and to begin marketing to
new  industries  such  as  Universities,  Entertainment  Resorts  and  Winter
Resorts.   This  economic strategy may allow Rapidtron  to  utilize  its  own
financial assets toward expanding its existing operations. Although Rapidtron
has  a  limited operating history it has begun to generate revenues from  the
sale  of its systems.  Rapidtron's activities have been limited primarily  to
the  Fitness  industry with some sales in Winter Resorts and one  university,
this  has  been due to the need to fund and develop software interfaces  with
each  industry's software provider.  Rapidtron has been successful in  having
interfaced  with all three Winter Resort providers (Comptrol, Siriusware  and
RTP)  and  the five main Fitness Club providers (Aphelion, CSI,  Check  Free,
Computer Outfitters and CSI).

     Rapidtron's future financial results will depend primarily on:  (i)  the
ability  to  continue to successfully market and sell its systems  and  cards
provided  by Axess AG;  (ii) the ability to develop new markets and products;
(iii)  good  exchange rate between the US Dollar and the Euro; and  (iv)  the
ability  to fully implement its marketing and development program,  which  is
dependent on the availability of capital resources.

     Rapidtron  has estimated the capital required to implement its  business
plan.  Rapidtron anticipates the need for $2,000,000 of capital over the next
4  months,  which  includes  $1,000,000 of funds converted  under  the  notes
referenced  in  Item 5.  Any additional funds needed may  be  raised  through

<PAGE>

equity financing, debt financing, or other sources. Rapidtron may continue to
be  unprofitable  for  the next 12 months until all software  interfaces  are
completed.   Specifically, Rapidtron will be developing  additional  software
interfaces  for  fitness clubs, YMCAs, universities,  hotels  and  other  key
markets.  Rapidtron  will also research and design new portable  products  in
concert with Axess AG.

     Rapidtron  has  had  two  years  of operating  history,  with  sales  of
$1,945,157  to date, minimum cash on hand, and no profit.  While it  believes
to have made good faith estimates of its ability to secure additional capital
in  the future to reach its goals, there is no guarantee that Rapidtron  will
receive sufficient funding to implement any future business plan steps.

     Rapidtron's  future  operating  results will  depend  on  many  factors,
including  its ability to raise adequate working capital, demand  for  access
control products, the level of competition and Rapidtron's ability to deliver
products while maintaining quality and controlling costs.

Anticipated purchase or sale of plant and significant equipment

      Rapidtron does not anticipate any significant purchases or sales of any
of  its property, plant or equipment over the following 12 months, other than
in the ordinary course of its business operations.

Anticipated Significant Changes in the Number of Employees

     Rapidtron  has five full time and eight part time employees  and  twenty
six commissioned sales representatives. Rapidtron has anticipated the need to
hire  additional staff, continue development and refinement of its operations
to  meet  customer  needs  and provide additional  working  capital  for  its
operations. In 2003, Rapidtron will be adding three to five new employees,  a
CFO,  a  software and hardware support technician and one to  three  software
engineers.  Expense  increases as a result of  the  anticipated  increase  in
employees  have  been  calculated  as part of  Rapidtron's  cash  requirement
estimate referenced above.

Research and Development Activities

     Rapidtron spent $115,840 for software development and $3,528 for product
development for the year ended December 31, 2002, none of which are  directly
or  indirectly  borne by any existing or future clients.   From  the  Use  of
Proceeds,  we anticipate spending $250,000 in additional software development
and  interface expenses with outside software suppliers over the next  twelve
months.

Going Concern

     The  consolidated financial statements included in this filing have been
prepared  in  conformity with generally accepted accounting  principles  that
contemplate the continuance of the Company as a going concern.  The Company's
cash  position  may  be  inadequate to pay all of the costs  associated  with
testing,  production and marketing of products.  Management  intends  to  use
borrowings  and security sales to mitigate the effects of its cash  position,
however no assurance can be given that debt or equity financing, if and  when
required  will  be available.  The financial statements do  not  include  any
adjustments  relating  to the recoverability and classification  of  recorded

<PAGE>

assets  and classification of liabilities that might be necessary should  the
Company be unable to continue existence.

RAPIDTRON  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS

     The following discussion and analysis should be read in conjunction with
Rapidtron's financial statements and the notes thereto contained elsewhere in
this filing.

     Rapidtron  provides automated access products (turnstiles with  readers,
door,  counter  and  handheld  readers) to the  Fitness,  University,  Winter
Resorts,  Transit  and Entertainment industries utilizing  two  technologies,
Radio  Frequency (RF) Smart chip (ISO standard Smart cards, key cards and  ID
bracelets)  and Bar Code tickets. Please see page 11 for a further discussion
of Rapidtron's business.

Critical Accounting Policies.

     The critical accounting policies of Rapidtron are described in Note 1 to
its financial statements.

Results  of  Operations  for  the Years Ended  December  31,  2002  and  2001
Compared.

<TABLE>

                              Year Ended December     Year Ended December
                                   31, 2002                31, 2001

<S>                             <C>                       <C>
Revenues                           1,685,270                259,887

     Cost of Goods Sold             883,590                 272,300

Operating Expenses                 1,282,616                524,578

Other Income (Expense)              24,031                  (2,269)

Net Income (Loss)                  (504,967)               (534,722)

</TABLE>

Revenue

<TABLE>

                                                   Increase/(decrease)
                         2002          2001
                                                       $            %

For the year ended
December 31:
<S>                 <C>             <C>         <C>             <C>
     Revenue         $ 1,685,27052  $   259,887 $  1,425,3832      486648%
                             1,948                     62,061

</TABLE>

     Revenues  for the year ended December 31, 2002 were $1,685,270  compared
to revenues of $259,887 in the year ended December 31, 2001. This resulted in
an  increase in revenues of  $1,425,383, or 648%, from $259,887 in  the  same
period  one  year ago. The increase is due to sales made to transit,  fitness
clubs, university, winter resort, and entertainment sectors.

<PAGE>

Cost of goods sold/Gross profit percentage of revenue

<TABLE>

                                                      Increase/(decrease)
                              2002         2001

                                                         $            %

For the year ended
December 31:
<S>                       <C>          <C>         <C>             <C>
     Cost of goods sold    $   883,590  $   272,300 $  611,290         324%

     Gross profit % of
revenue                         47.56%       (4.8)%

</TABLE>


     Cost of goods sold for the year ended December 31, 2002 was $883,590, an
increase  of  $611,290,  or 324%, from $272,300 for  the  same  period  ended
December  31, 2001. The increase reflects a substantial increase in sales  in
2002.

     Gross  profit as a percentage of revenue increased from (4.8%) for  year
ended  December 31, 2001 to 47.56% for the year ended December 31, 2002.  The
increase  in gross profit percentage reflected by higher margin sales  in  to
transit,   fitness,   universityies,   entertainment,   and   winter   resort
industriess.

General and Administrative expenses

<TABLE>

                                                      Increase/(decrease)
                               2002         2001

                                                           $          %

For the year ended
December 31:
     General &
<S>                        <C>         <C>           <C>           <C>
Administrative expenses     $ 1,282,616 $    524,578  $  725,038      244%

</TABLE>

     General  and administrative expenses were $1,282,616 for the year  ended
December 31, 2002 versus $524,578 for the year ended December 31, 2001, which
resulted in an increase of $725,038 or 244%. The increase for the year  ended
December 31, 2002 versus the same period in 2001 is primarily due to building
infrastructure,  marketing,  and software interface  solutions  with  several
fitness software providers.

Net loss

<TABLE>

                                                     Increase/(decrease)
                               2002        2001

                                                          $           %

For the year ended
December 31:
<S>                        <C>         <C>        <C>             <C>
     Net loss               $   504,967 $  534,722 $    (29,755)        6%

</TABLE>

     Rapidtron's net loss for the year ended December 31, 2002 was  $504,967,
versus  a  net  loss  of  $534,722 for the year ended December  31,  2001,  a
decrease of $29,755, or 6%. The decrease in net loss was primarily the result
of increased sales that offset operating expenses.

<PAGE>

Off-Balance Sheet Arrangements

     Rapidtron does not maintain off-balance sheet arrangements nor  does  it
participate in non-exchange traded contracts requiring fair value  accounting
treatment.

Transactions with Related Parties

     Equus Marketing and Design, Inc. (Equus) is a related party by virtue of
common  ownership.  Equus has paid operating expenses on behalf of  Rapidtron
supporting short-term working capital requirements. Additionally,  Equus  has
assessed Rapidtron marketing fees for services provided by Equus personnel on
Rapidtron's behalf.  Equus buys media, printing, trade show space and  media,
provides  creative  design,  copy  and  production  of  fitness  and  resorts
advertising,  catalogs, mailers, presentation materials, press kits  and  web
sites.   In  addition,  Rapidtron and Equus  rely  on  shared  personnel  for
reception,   bookkeeping,  purchasing,  production,   logistics   and   other
administrative  support.   The total outstanding  balance  due  to  Equus  at
December 31, 2002 was $318,175 and $790,774 at December 31, 2001.

Liquidity  and Capital Resources at December 31, 2002 Compared with  December
31,2001.

     The  following  table  summarizes  working  capital  and  total  assets,
accumulated deficit and shareholders' equity.

<TABLE>

                                  December 31, 2002     December 31, 2001
<S>                             <C>                   <C>
Working Capital                  $     (1,437,691)     $     (922,133)

Total Assets                     $       569,285       $      289,807

Accumulated Deficit              $      (992,843)      $     (992,843)

Stockholders' Equity (Deficit)   $     (1,412,825)     $     (907,858)

</TABLE>

     Subsequent  to  the  year  ended December 31, 2002,  Rapidtron  borrowed
$1,050,000 from non-affiliated private lenders. $950,000 of these loans  will
convert  into  common stock of RPDT upon Closing of the Merger at  $1.00  per
share. The remaining $100,000 is currently due and payable on demand.

      Following  Closing,  RPDT  shall use its commercially  reasonable  best
efforts  to sell in a private placement offering, up to 1,000,000  shares  of
RPDT  restricted  common stock at no less than $1.00  per  share  to  satisfy
Rapidtron's working capital needs.

     Historically,  Rapidtron  has  financed  its  operations   through   the
investment of founders and sale of equity securities, including private sales
of  common  stock. It is anticipated that the sale of Rapidtron's stock  will
continue  until  such  time  as  it generates sufficient  revenues  from  its
operations to cover operating expenses. Rapidtron does not believe  that  its
existing  cash  balance and internally generated funds from  operations  will
provide  the  liquidity  required to satisfy its working  capital  needs  and
anticipated  capital expenditures for the next year.  In the event  Rapidtron
is  unable to generate capital from loans, the sale of stock, or revenues, it
will be forced to cease operations until additional capital is available.

<PAGE>

ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  Unaudited Pro Forma Financial Information

     The  following describes the pro forma effect of the merger on  (1)  the
unaudited  balance sheet data of RPDT and Rapidtron as of December  31,  2002
and (2) the unaudited statements of operations data of RPDT and Rapidtron for
the fiscal year ended December 31, 2002.

     This  information is only a summary. You should read the  unaudited  pro
forma combined condensed financial and other information and the accompanying
notes that are included elsewhere in this document. You should also read  the
historical  information and related notes of RPDT that  are  incorporated  by
reference  into  this  document and the historical financial  statements  and
related notes for Rapidtron contained elsewhere in this document.

     The  unaudited pro forma combined condensed balance sheet data  and  the
unaudited  pro  forma combined condensed operations data show  the  estimated
effects of the merger as if it had occurred on December 31, 2002.

    We are providing the unaudited pro forma combined condensed financial and
other  information for informational purposes only. It does  not  necessarily
represent  or indicate what the financial position and results of  operations
of  RPDT  would  actually  have  been had the  merger  and  other  pro  forma
adjustments  in  fact  occurred  at the date  indicated.  It  also  does  not
necessarily  represent or indicate the future financial position  or  results
RPDT will achieve after the merger.

<TABLE>

RAPIDTRON, INC. (NV)
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of December 31, 2002

ASSETS                                                           (Unaudited)
                      Historical  Historical                      Pro forma
                      Rapidtron,  Rapidtron,   Pro forma         Rapidtron,
                       Inc. (NV)   Inc. (DA)  Adjustments         Inc (NV)


Current assets:
<S>                   <C>          <C>        <C>            <C><C>
   Cash and cash
equivalents             $ 9,592      $ 10,834   1,000,000      3 $ 1,020,426
  Accounts                    -        88,159                         88,159
receivable, Net
  Inventory, net              -       186,116                        186,116
  Note receivable for         -       196,217                        196,217
stockholder
  Prepaid expenses            -        59,471           -             59,471
Other assets
  Deposits                  218        13,901                         14,119
     Total current        9,810       554,698                      1,564,508
assets

Property and                  -        14,587                         14,587
equipment, net
           Total non-         -        14,587                         14,587
current assets

           Total              $     $ 569,285                    $ 1,579,095
assets                    9,810

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable            $     $ 845,002                    $   845,002
                              -
  Finder fee payable          -             -     684,000      4     684,000

</TABLE>
<PAGE>

<TABLE>

<S>                      <C>        <C>         <C>          <C>  <C>
  Officer salaries            -             -     720,000      5     720,000
payable
  Accrued liabilities         -       116,057                        116,057
  Accrued taxes               -        24,685                         24,685
  Line of credit              -       140,000                        140,000
  Current portion of          -           806                            806
long-term debt
  Shareholder loans           -       103,763                        103,763
  Notes payable                       430,000                        430,000
  Related party notes         -       318,175                        318,175
payable
           Total              -     1,978,488                      3,382,488
current liabilities

  Other Long Term             -         3,622                          3,622
Liabilities

          Total               -     1,982,110                      3,386,110
Liabilities



Shareholders' equity
  Common stock, $.001    16,800        10,052     (9,802)      1
par value
                                                    1,000      3      18,050

  Additional paid in     63,700        74,933    (59,888)      1
capital
                                                  999,000      3   1,077,745

  Accumulated          (70,690)   (1,497,810) (1,334,310)  1,4,5  (2,902,810)
(deficit)
    Total                 9,810   (1,412,825)                    (1,807,015)
shareholders' equity
(deficit)

           Total
liabilities and
shareholders' equity    $ 9,810   $   569,285           -        $ 1,579,095

</TABLE>

<TABLE>

RAPIDTRON, INC. (NV)
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2002
                                                                (Unaudited)
                     Historical  Historical                      Pro forma
                     Rapidtron,  Rapidtron,   Pro forma         Rapidtron,
                      Inc (NV)    Inc. (DA)  Adjustments         Inc (NV)

<S>                <C>           <C>         <C>               <C>
Sales                $       -    $1,685,270                     $1,685,270

Cost of sales                -       883,590                        883,590

   Gross Profit              -       801,680                        801,680



Officer salaries             -             -     360,000   2,5      360,000
Selling general and      5,761     1,282,616                      1,288,377
administrative
expenses

Operating loss         (5,761)     (480,936)     360,000          (846,697)


Other income
(expense)
   Other expense             -      (24,031)                       (24,031)
   Foreign currency       (16)             -                           (16)
adjustment
   Interest income          32             -                             32
   Interest expense          -             -                              -
                            16      (24,031)                       (24,015)
</TABLE>
<PAGE>

<TABLE>

<S>                 <C>          <C>         <C>        <C>     <C>
       Net loss      $ (5,745)    $(504,967)  $  360,000         $(870,712)

Basic and diluted    $ (0.000)    $  (0.050)                     $  (0.048)
(loss) per common
share

Weighted average
number of
    common shares    16,800,00    10,052,000                     18,050,002
outstanding                  0

</TABLE>

                   Notes to Pro Forma Financial Statements

Note  1    To reflect the recapitalization of Rapidtron, Inc.-Nevada ("RPDT")
with  the  book value of net assets of Rapidtron, Inc.-Delaware ("Rapidtron")
at  the  acquisition date.  Because the acquisition was accounted  for  as  a
reverse   acquisition,  there  was  neither  goodwill  recognized   nor   any
adjustments to the book value of the net assets of RPDT that would affect the
pro forma statement of operations.

Note  2     To reflect the pro forma results of employee options as  if  they
were  granted and outstanding at December 31, 2002 as follows:  none  of  the
900,000 employee options if outstanding at December 31, 2002 would have  been
vested  as they will not be granted until at least May of 2003 and will  vest
50%  on  January 1, 2004 and 50% on January 1, 2005.  The intrinsic value  of
the  900,000  shares  of  common stock options on the  grant  date  has  been
approximated at $0.46 per share (or $414,000 in total) based on a fair market
value  of  $1.46  per  share and an exercise price of $1.00,  which  will  be
amortized to compensation expense over the vesting period of the options.  No
pro  forma  adjustment has been recorded on the pro forma  balance  sheet  or
statement of operations.

     The  Company  accounts for stock-based compensation issued to  employees
using the intrinsic value based method as prescribed by Accounting Principles
Board  Opinion No. 25 ("APB 25"), "Accounting for Stock issued to Employees."
Under  the intrinsic value based method, compensation expense is the  excess,
if any, of the fair value of the stock at the grant date or other measurement
date  over the amount an employee must pay to acquire the stock. Compensation
expense,  if any, is recognized over the applicable service period, which  is
usually the vesting period.

     SFAS  123, "Accounting for Stock-Based Compensation," if fully  adopted,
changes the method of accounting for employee stock-based compensation  plans
to the fair value based method. For stock options and warrants, fair value is
determined  using an option pricing model that takes into account  the  stock
price  at the grant date, the exercise price, the expected life of the option
or  warrant,  stock  volatility and the annual rate of  quarterly  dividends.
Compensation  expense,  if  any, is recognized over  the  applicable  service
period, which is usually the vesting period.

     The  adoption of the accounting methodology of SFAS 123 is optional  and
the  Company  has elected to continue accounting for stock-based compensation
issued  to  employees  using APB 25; however, pro forma disclosures,  as  the
Company adopted the cost recognition requirement under SFAS 123, are required
to be presented (see below).

<PAGE>

     At  December 31, 2002, the Company did not have any stock-based employee
compensation  plans.   The Company intends to account  for  plans  under  the
recognition and measurement principles of APB 25, and related interpretation.
If  the Company had applied the fair value recognition provisions of SFAS 123
to  stock-based employee compensation, the resulting effects on pro forma net
loss  and  earnings  per share would have been 900,000 shares  at  $1.46  per
share.

Note 3    To reflect the conversion of $1,000,000 in debt to 1,000,000 shares
of $0.001 par value common stock at $1.00 per share.

Note  4     To  reflect  a finders fee agreement to issue 400,000  shares  of
$0.001  par  value common stock valued at $1.46 per share,  the  fair  market
value of the underlying stock on the date of merger, plus $100,000 cash for a
total of $684,000.

Note  5     To reflect the accrual of officer salaries pursuant to employment
agreements for a combined total of $360,000 per year.

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

      We  have  not  had  any disagreements with our independent  auditor  on
accounting or financial disclosures.

                                  PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH
          SECTION 16(a) OF THE EXCHANGE ACT.

      On  February  6,  2002,  Hue Do, our then sole  officer  and  director,
appointed  Dr.  John Veltheer as the new sole director of  the  Company,  who
subsequently  elected himself as the sole officer of the Company.   Following
Dr. Veltheer's appointment Mrs. Do resigned.

     On November 13, 2002, the Board of Directors elected Hendrik Rethwilm to
serve  as  a  director  of  the  Company until the  next  annual  meeting  of
stockholders.

      The  members of the Board of Directors of the Company serve  until  the
next  annual  meeting  of stockholders, or until their successors  have  been
elected.   The  officers  serve at the pleasure of the  Board  of  Directors.
Information as to the directors and executive officers of the Company  during
the last fiscal year is as follows:

Name                  Age   Title

John Veltheer          37   President, Secretary/Treasurer, Director
Hendrik Rethwilm       38   Director

<PAGE>

Duties, Responsibilities and Experience

      John  Veltheer - President, Secretary/Treasurer, Director: Dr. Veltheer
holds  a  position of President, Secretary, Treasurer, and  Director  of  the
Company.   Dr.  Veltheer  possesses a high level of  strategic  planning  and
development skills and is especially adept in corporate structuring,  finance
and  fundraising.  Over the past five years, Dr. Veltheer has been  operating
as  a  management  consultant,  in addition to  serving  as  a  director  and
executive  officer  of  numerous companies.   Dr.  Veltheer  is  currently  a
strategic  consultant  to  House of Brussels  Chocolates,  Inc.  and  VendTek
Systems  Inc. where he is responsible for restructuring corporate  operations
and business development.

     Dr. Veltheer is the current president of Iridium Capital Inc.  From 1997-
1999, Mr. Veltheer served as president of Genesis Investor Relations where he
provided    investor   relations   marketing   consulting   and   shareholder
communications  services  to  various  Canadian  start-up  corporations.   In
addition,  from  1999-2000,  Dr.  Veltheer  was  president  and  director  of
SUMmedia.com  Inc.  (OTC:BB  "ISUM")  where  he  developed  an  international
corporate structure.

      Hendrik Rethwilm - Director: Mr. Rethwilm was elected Director  to  aid
the  Company in setting strategic direction and negotiations related  to  the
merger.

      Mr.  Rethwilm  has  considerable experience in the arena  of  corporate
finance   and   business  development.   From  1993-1999,  he   worked   with
PricewaterhouseCoopers in their corporate finance department focusing on  the
financial   and   organizational  restructuring  of   medium-to-large   sized
companies.   Subsequently, from 2000-2001, he was involved in  setting  up  a
subsidiary  of Ericsson, the Swedish mobile phone producer, advising  clients
in  the  area of mobile eCommerce.  During his tenure with Ericsson  he  also
built  a venture capital arm within Ericsson Consulting whose purpose was  to
invest in companies developing applications for the mobile eCommerce sector.

      Currently,  Mr.  Rethwilm  is self-employed  and  consults  to  various
companies  that are in need of his corporate finance and business development
skills.

Directors and Executive Officers of the RPDT following the Merger

      Immediately following the merger, the board of directors of  RPDT  will
consist  of  a  total of three members. Under the terms of merger  agreement,
Rapidtron  shareholders have the right to designate two directors,  and  RPDT
has the right to designate one director. In addition, the Rapidtron executive
officers  shall  become  the executive officers of RPDT.  The  directors  and
executive officers will be as follows:

Name              Age  Title

John Creel         64  President and Chairman of the Board
Steve Meineke      49  Secretary/Treasurer, General Manager and a
                       Director
Hendrick Rethwilm  38  Director
Peter Dermutz      44  Executive Vice President

<PAGE>

Duties, Responsibilities and Experience

     John  Creel - President and Chairman of the Board: From January 27, 2000
to  present,  Mr. Creel has been the Chief Executive Officer and director  of
Rapidtron.  Prior  to  founding  Rapidtron,  Mr.  Creel  founded  John  Creel
Advertising  in  March  1985,  which  in September  1995  was  renamed  Equus
Marketing  &  Design.   Mr. Creel continues to run Equus  as  a  full-service
advertising   and   marketing  agency,  which  also  provides   product   and
transportation  design  services.  His accounts have  included  some  of  the
largest manufacturers in technology, sports and lifestyle products, including
Northern  Telecom,  Bell Northern Research, Bell Canada,  Salomon,  Cleveland
Golf,  Vuarnet,  Marker, Life Fitness, Nautilus, Smith Optics,  Helly-Hansen,
Head/Tyrolia Sports and Ski Data.

     In December 1972, he established and managed seven of the largest design
and  communications companies in North America, with over  300  employees  in
Montreal  and  Toronto, before selling his interests  and  returning  to  his
native California in March 1985.

     It  was through his strategic marketing sessions with Peter Dermutz  and
Wolfram Kocznar of Ski Data that the idea of RAPITRON and the utilization  of
Smart  access  in  major North American markets, other than ski,  were  first
conceived.

     Equus  was  involved from the very beginning in the Las  Vegas  Monorail
project  including  the founding of Promethean, and was responsible  for  all
licensing, advertising, promotional and merchandising rights.  Equus designed
the  Las  Vegas  Monorail  cars for Bombardier and  developed  the  marketing
materials for the Monorail Authority.

     Steve Meineke - Secretary/Treasurer, General Manager and Director:  From
January  2002  to present, Mr. Meineke has served as the General  Manager  of
Rapidtron.  From  July  1996 to December 2001, Mr. Meineke  was  the  CEO  of
Mission  Hockey.  As CEO of Mission Hockey, he spearheaded the  growth  of  a
privately held start-up hockey equipment company to a global business.  Prior
to  Mission  Hockey he also served as President of Specialized  Bicycles  and
Nordica USA.

     At Nordica, he worked with the managing director of Benetton Sportsystem
to  lead brand and product diversification for a Vermont ski company. He  led
strategy  and facilitated introductions that concluded with a 50% acquisition
of another major company and leading brand.

     Mr.  Meineke  also  served as Vice President, Sales  and  Marketing  for
Vuarnet-France  and North American Marketing Manager and Sales Representative
for Salomon North America.

     Hendrik  Rethwilm - Director:  Mr. Rethwilm has considerable  experience
in  the arena of corporate finance and business development.  From 1993-1999,
he  worked  with PricewaterhouseCoopers in their corporate finance department
focusing on the financial and organizational restructuring of medium-to-large
sized companies.  Subsequently, from 2000-2001, he was involved in setting up
a subsidiary of Ericsson, the Swedish mobile phone producer, advising clients
in  the  area of mobile eCommerce.  During his tenure with Ericsson  he  also
built  a venture capital arm within Ericsson Consulting whose purpose was  to
invest in companies developing applications for the mobile eCommerce sector.

<PAGE>

     Peter Dermutz - Executive Vice President: From May 1999 to present,  Mr.
Dermutz  has  been an Executive Vice President of Rapidtron and  a  director.
From December 1998 to May 1999, Mr. Dermutz was employed by Systems AG, where
he  organized  its North American division. From June 1996 to December  1998,
Mr.  Dermutz  was  employed  to run Fairs and Events  Division  of  Ski  Data
Austria, which has revenues of $5 million annually.

     Mr.  Dermutz is a 15-year, senior marketing and technical consultant  in
the  access  control  industry.  After graduating  from  business  school  in
Austria, he joined Ski Data Austria as junior account executive in 1983.   He
swiftly  rose  to  the top, serving as Vice President, Software  Applications
Systems  before moving to the United States to open Ski Data's subsidiary  in
Los  Angeles.   He was responsible for opening six major North  American  ski
resorts  with Ski Data's technology, totaling some 2.5 million skier  visits,
and $1.5 million in sales/annually.

Directors

      The members of our board of directors serve for one year terms and  are
elected at the next annual meeting of stockholders, or until their successors
have been elected.

Compensation of Directors

     It  is  expected that directors of RPDT who are also full-time employees
of  RPDT  will  receive  no additional compensation  for  their  services  as
directors.  Each  non-employee director of RPDT  is  anticipated  to  receive
compensation  of  $1,000 for each meeting of the board,  as  well  as  travel
expenses if required.

     RPDT expects to adopt a plan pursuant to which directors will be granted
various equity awards, including stock options as may be determined from time
to time by the board. Awards made pursuant to the plan will generally vest in
substantially  equal installments over a period of time to be  determined  by
the  board of directors. The exercise price of options granted under the plan
may  not be less than the fair market value of a share of RPDT's common stock
on the date of the grant of the option.

Executive Officers

     The executive officers of RPDT will serve in their respective capacities
until  their successors are duly elected and qualified or until their earlier
resignation or removal.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the Securities Exchange Act of 1934, as  amended  (the
"Exchange  Act"), requires our executive officers and directors, and  persons
who  beneficially  own  more than ten percent of our common  stock,  to  file
initial  reports  of ownership and reports of changes in ownership  with  the
SEC.  Executive  officers, directors and greater than ten percent  beneficial
owners  are  required by SEC regulations to furnish us  with  copies  of  all
Section  16(a)  forms they file. Based upon a review of the  copies  of  such
forms furnished to us and written representations from our executive officers
and  directors, we believe that during the year ended 2002 all forms 3, 4 and
5  were  filed  on  a  timely basis or as of this filing  for  our  executive
officers and directors.

<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth the cash compensation of our officers and
directors,  Dr.  John  Veltheer since his appointment  on  February  6,  2002
through  December  31, 2002, Hendrik Rethwilm since his appointment  November
13, 2002 through December 31, 2002 and our previous sole officer and director
Hue Do from March 22, 2000 through February 6, 2002.

Summary Compensation Table

                       Annual Compensation           Long Term Compensation
 Name and                                  Other      Restricted
Principal    Year     Salary     Bonus     Annual        Stock       Options
 Position                                 Compens
                                           ation
Dr. John
Veltheer,
President,
Secretary/
Treasurer,
Director     2002        $-0-     N/A       N/A           N/A          N/A

Hendrik
Rethwilm,
Director     2002        $-0-     N/A       N/A           N/A          N/A

Hue Do       2000     $15,914     N/A       N/A      2,500,000(1)      N/A
Prior        2001        $-0-   $5,000      N/A           N/A          N/A
Officer &    2002        $-0-     N/A       N/A           N/A          N/A
Director
(1)  As  adjusted  for forward splits.  Mrs. Do originally  received  100,000
shares per services rendered at a value of $0.001 per shares.

Compensation of Executive Officers following the Merger

     The compensation of the executive officers of RPDT, following closing of
the  merger  will be governed by the employment agreements between  Rapidtron
and each of John Creel, Steve Meineke, and Peter Dermutz. The agreements will
be  assumed by RPDT in connection with the merger, although these individuals
will remain employees of Rapidtron.

Employment Agreements

     Rapidtron  has employment agreements with John Creel, Steve Meineke  and
Peter  Dermutz.   Upon  the  effectiveness of the  merger,  these  employment
agreements will transfer to RPDT on the same terms and conditions  with  RPDT
being the employer.

     John Creel, President and Chairman. On January 1, 2003, and subsequently
amended  on  April  11, 2003, Rapidtron entered into an employment  agreement
with  John Creel for a term commencing January 1, 2003 and expiring  December
31, 2004. Either party may terminate the agreement with or without cause. The
agreement provides for the payment of a base salary of $120,000 per year.

The agreement provides for the following additional compensation:

*     If  Rapidtron  is "profitable" (as defined below) at  the  end  of  the
calendar  year  2003,  Mr.  Creel will receive  a  bonus  in  the  amount  of
$55,000.00  and  his base salary will be increased thereafter to  $175,000.00
per  year through December 31, 2004.  If Creel does not receive the foregoing

<PAGE>

increase  in  base  salary  for  the calendar  year  2004  and  Rapidtron  is
profitable and the end of the calendar year 2004, Creel will receive a  bonus
in  the  amount of $55,000.00.  As used in the agreement, "profitable"  shall
mean Rapidtron's EBITDA for the fiscal year shall be at least $500,000.00;

*    Creel will be entitled to earn incentive compensation during the term of
the  agreement, in an amount based on a unanimous consent of RPDT's board  of
directors and in accordance with an approved bonus plan;

*     Creel  will  be  granted, upon adoption of a RPDT  option  plan  to  be
implemented  by July 31, 2003, stock options for at least 450,000  shares  of
RPDT's  common stock with a conversion price of $1.00 per share, one-half  to
be  vested on January 1, 2004, and one-half to be vested on January 1,  2005;
provided,  however, such options shall vest immediately  upon  a  "change  in
control" (as defined below) if, as a result of such change in control,  Creel
is  removed  without  cause  from his position  as  officer  or  director  of
Rapidtron or RPDT;

*     Creel  shall also be eligible to receive additional options based  upon
the plan to be vested over a three (3) year period beginning on the effective
date  of  the  agreement and to expire not less than  five  (5)  years  after
termination of the agreement; and

*     Creel  shall be reimbursed for all business-related expenses and  costs
actually incurred in the performance of his duties under the agreement.

Other material terms of Mr. Creel's agreement are:

*     If  Mr.  Creel  is terminated due to a permanent disability,  Rapidtron
shall  continue  to pay him (a) his base salary for 12 months  following  the
date of termination, (b) insurance benefits set forth in the agreement for 12
months following the date of termination, and (c) a prorated incentive  bonus
through the date of termination;

*    Either party may terminate the agreement immediately for cause;

*     Should  Mr.  Creel resign with cause, or if Rapidtron terminates  Creel
without cause,

 *      Rapidtron shall immediately pay to Creel all accrued  and  unpaid
 compensation as of the date of such termination;

 *     Rapidtron shall continue to pay the base salary through the period
 12 months following the date of termination; and

 *      at  the  time  of termination, Rapidtron shall pay the  incentive
 bonus for the calendar year of termination as if Creel had continued  to
 perform  for the remainder of said calendar year at the average rate  of
 increase in profits over the prior term of the agreement., and

<PAGE>

     The  agreement  contains  covenants by Mr. Creel  not  to  compete  with
Rapidtron  during  the  term  of the agreement  and  for  a  one-year  period
following the term of the agreement.

     Steve  Meineke, Secretary/Treasurer and a Director. On January 1,  2003,
and  subsequently  amended  on  April 11, 2003,  Rapidtron  entered  into  an
employment agreement with Steve Meineke for a term commencing January 1, 2003
and expiring December 31, 2004. Either party may terminate the agreement with
or  without cause. The agreement provides for the payment of a base salary of
$90,000 per year.

The agreement provides for the following additional compensation:

*     If  Rapidtron  is "profitable" (as defined below) at  the  end  of  the
calendar  year  2003,  Mr. Meineke will receive a  bonus  in  the  amount  of
$35,000.00  and  his base salary will be increased thereafter to  $125,000.00
per  year  through  December  31, 2004.  If  Meineke  does  not  receive  the
foregoing increase in base salary for the calendar year 2004 and Rapidtron is
profitable  and  the end of the calendar year 2004, Meineke  will  receive  a
bonus  in  the  amount of $35,000.00.  As used in the agreement, "profitable"
shall  mean  Rapidtron's  EBITDA  for the  fiscal  year  shall  be  at  least
$350,000.00;

*     Meineke will be entitled to earn incentive compensation during the term
of  the agreement, in an amount based on a unanimous consent of RPDT's  board
of directors and in accordance with an approved bonus plan;

*     Meineke  will  be granted, upon adoption of a RPDT option  plan  to  be
implemented  by July 31, 2003, stock options for at least 450,000  shares  of
RPDT's  common stock with a conversion price of $1.00 per share, one-half  to
be  vested on January 1, 2004, and one-half to be vested on January 1,  2005;
provided,  however, such options shall vest immediately  upon  a  "change  in
control"  (as  defined  below) if, as a result of  such  change  in  control,
Meineke is removed without cause from his position as officer or director  of
Rapidtron or RPDT;

*     Meineke shall also be eligible to receive additional options based upon
the plan to be vested over a three (3) year period beginning on the effective
date  of  the  agreement and to expire not less than  five  (5)  years  after
termination of the agreement; and

*     Meineke shall be reimbursed for all business-related expenses and costs
actually incurred in the performance of his duties under the agreement.

Other material terms of Mr. Meineke's agreement are:

*     If  Mr.  Meineke is terminated due to a permanent disability, Rapidtron
shall  continue  to pay him (a) his base salary for 12 months  following  the
date of termination, (b) insurance benefits set forth in the agreement for 12
months following the date of termination, and (c) a prorated incentive  bonus
through the date of termination;

<PAGE>

*    Either party may terminate the agreement immediately for cause;

*    Should Mr. Meineke resign with cause, or if Rapidtron terminates Meineke
without cause,

     *     Rapidtron shall immediately pay to Meineke all accrued and  unpaid
     compensation as of the date of such termination;

     *     Rapidtron shall continue to pay the base salary through the period
     12 months following the date of termination; and

     *    At the time of termination, Rapidtron shall pay the incentive bonus
     for  the  calendar  year of termination as if Meineke had  continued  to
     perform  for the remainder of said calendar year at the average rate  of
     increase in profits over the prior term of the agreement.

     The  agreement  contains covenants by Mr. Meineke not  to  compete  with
Rapidtron  during  the  term  of the agreement  and  for  a  one-year  period
following the term of the agreement.

     Peter  Dermutz,  General Manager. On January 1, 2003,  and  subsequently
amended  on  April  11, 2003, Rapidtron entered into an employment  agreement
with  Peter  Dermutz  for  a term commencing January  1,  2003  and  expiring
December  31, 2004. Either party may terminate the agreement with or  without
cause.  The  agreement provides for the payment of a base salary of  $150,000
per year.

The agreement provides for the following additional compensation:

*     Dermutz will be entitled to earn incentive compensation during the term
of  the agreement, in an amount based on a unanimous consent of RPDT's  board
of directors and in accordance with an approved bonus plan;

*    Dermutz shall be entitled to participate in all retirement plans, profit
sharing,  stock  option  plans, stock appreciation  rights,  and  other  such
employee  benefits,  provided by Rapidtron or RPDT,  to  employees  similarly
situated;

*     Dermutz shall be eligible to receive stock options for shares of RPDT's
common  stock based upon a stock option plan to be vested over  a  three  (3)
year  period beginning on the effective date and to expire not less than five
(5) years after termination of the agreement; and

*     Dermutz shall be reimbursed for all business-related expenses and costs
actually incurred in the performance of his duties under the agreement.

Other material terms of Mr. Dermutz's agreement are:

*     If  Mr.  Dermutz is terminated due to a permanent disability, Rapidtron
shall  continue  to pay him (a) his base salary for 12 months  following  the
date of termination, (b) insurance benefits set forth in the agreement for 12

<PAGE>

months following the date of termination, and (c) a prorated incentive  bonus
through the date of termination;

*    Either party may terminate the agreement immediately for cause;

*    Should Mr. Dermutz resign with cause, or if Rapidtron terminates Dermutz
without cause,

 *     Rapidtron shall immediately pay to Dermutz all accrued and  unpaid
  compensation as of the date of such termination;

 *     Rapidtron shall continue to pay the base salary through the period
  12 months following the date of termination; and

 *    At the time of termination, Rapidtron shall pay the incentive bonus
  for  the  calendar  year of termination as if Dermutz had  continued  to
  perform  for the remainder of said calendar year at the average rate  of
  increase in profits over the prior term of the agreement.

     The  agreement  contains covenants by Mr. Dermutz not  to  compete  with
Rapidtron  during  the  term  of the agreement  and  for  a  one-year  period
following the term of the agreement.

     As  used in the employment agreement, the term "change of control" means
the  removal from the current level of management as the result of any of the
following:  (i) the acquisition of 50% or more of the common stock  of  RPDT,
(ii)  a  change in the majority of the board of directors of RPDT, (iii)  any
reorganization, merger, or consolidation with Rapidtron or RPDT that  results
in  either  (i) or (ii) above, (iv) sale of all or substantially all  of  the
assets  of  Rapidtron, (v) liquidation of Rapidtron, or (vi)  dissolution  of
Rapidtron.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  following table sets forth certain information as of December  31,
2002  with  respect to the beneficial ownership of common stock by  (i)  each
person  who  to the knowledge of the Company, beneficially owned or  had  the
right  to  acquire  more than 5% of the Outstanding common stock,  (ii)  each
director of the Company and (iii) all executive officers and directors of the
Company as a group.  (what about Hendrik?)


                                                  Number          Percent
        Name of Beneficial Owner (1)             of Shares       Of Class
Hue Do                                             2,500,000       12.5%
John Veltheer                                              0        0%
Hendrik Rethwilm                                           0        0%
Tim Do(2)                                          2,500,000       12.5%
Todd Ream                                          7,500,000       37.5%
Ant Inc.                                           1,493,750       7.4%
Alpine Industries Inc.                             1,000,000        5%
                                                  ----------     -----------
All Beneficial Owners, Directors &
Officers as a Group                               14,993,750     74.94.99%
                                                  ==========     ===========

<PAGE>

(1)  As  used in this table, "beneficial ownership" means the sole or  shared
power to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose of,
or to direct the disposition of, a security).  In addition, for purposes of
this  table,  a  person is deemed, as of any date, to  have  "beneficial
ownership" of any security that such person has the right to acquire within
60 days after such date.
(2)  Tim  Do and Hue Do are counted collectively as a result of their marital
status.

     The  following table presents information about the beneficial ownership
of  our  common stock after the consummation of the merger, relating  to  the
beneficial  ownership  of  RPDT  common  stock  by  those  persons  known  to
beneficially own more than 5% of RPDT capital stock and by its directors  and
executive officers.

     The  percentage of beneficial ownership for the following table is based
on  17,050,002 shares of common stock outstanding as of the effective time of
the merger.

      Beneficial ownership is determined in accordance with the rules of  the
Securities  and  Exchange  Commission  and  does  not  necessarily   indicate
beneficial  ownership  for any other purpose. Under these  rules,  beneficial
ownership  includes those shares of common stock over which  the  stockholder
has  sole  or shared voting or investment power. It also includes  shares  of
common stock that the stockholder has a right to acquire within 60 days after
closing  of the merger through the exercise of any option, warrant  or  other
right. The percentage ownership of the outstanding common stock, however,  is
based  on  the assumption, expressly required by the rules of the  Securities
and  Exchange  Commission, that only the person or entity whose ownership  is
being  reported has converted options or warrants into shares of  our  common
stock.


                                                  Number          Percent
        Name of Beneficial Holder (1)            of Shares       Of Class
John Creel(2)                                     7,019,498       41.17%
Steve Meineke                                           -0-         --
Hendrick Rethwilm                                       -0-         --
Peter Dermutz                                     2,104,894       12.35%
                                                 ----------      -----------
All Directors & Officers as a Group               9,124,392       53.51%
                                                 ==========      ===========
(1)  As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose of,
or to direct the disposition of, a security).  In addition, for purposes of
this  table,  a  person is deemed, as of any date, to  have  "beneficial
ownership" of any security that such person has the right to acquire within
60 days after such date.
(2)  Mr. Creel's shares are held in The Creel Family Trust, of which Mr.
Creel is the Trustee.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Our  officers and We (RPDT) do not lease or rent any property.   Office
services  are provided without charge by a director.  Such costs  are  deemed
immaterial  to  the  financial  statements  and  accordingly  have  not  been
reflected  as  an  expense  to us.directors 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 us and their other business
interests.   We  have  not  formulated a policy for the  resolution  of  such
conflicts.

<PAGE>

     Rapidtron  shares  a facility with Equus.  Equus is the  lessee  of  the
facility  and Rapidtron is assessed monthly rent expense of $5,000,  however,
there is no formal sublease agreement in place.

ITEM  13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  Documents filed as part of this Report

     1.   Financial Statements:

          A.   INDEX TO RPDT CONSOLIDATED FINANCIAL STATEMENTS
          1.     Independent Auditors Report                       F-1
          2.     Financial Statements:
               Balance Sheet                                       F-2
               Statement of Operation                              F-3
               Statement of Changes in Stockholders'               F-4
               Statement of Cash Flows             F-5
               Notes to Consolidated Financial Statements    F-6 - F-9

                                                               B.     INDEX
               TO RAPIDTRON (DA) CONSOLIDATED AUDITED FINANCIAL STATEMENTS
          1.     Independent Auditors Report                       F-1
          2.     Financial Statements:
               Balance Sheet                                       F-2
               Statement of Operation                              F-3
               Statement of Changes in Stockholders'               F-4
               Statement of Cash Flows                       F-5 - F-6
               Notes to Consolidated Financial Statements    F-7 - F-9

                                                               C.     INDEX
               TO RAPIDTRON (DA) CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
          1.     Independent Auditors Report                       F-1
          2.     Financial Statements:
               Statement of Net                                    F-2
               Statement of Cash Flows                             F-3
               Notes to Consolidated Financial Statements    F-4 - F-6

     2.     During the fiscal year December 31, 2002 the Company filed the
          following 8-Ks.
          8-K Report filed on November 15, 2002, Amended Articles of
          Incorporation changing the Company's name from The Furnishing Club
          to Rapidtron, Inc.

     3.     Subsequent to the end of the fiscal year, the Company filed the
        following reports on Form 8-K
          8-K Report filed April 2, 2003, Amendment to Agreement and Plan of
          Merger
          8-K/A Report filed February 3, 2003, Agreement and Plan of Merger.
          8-K Report filed January 23, 2003, Agreement and Plan of Merger.

<PAGE>

     4.   Exhibits
                                EXHIBIT INDEX
Exhibit      Description
Number
(2)(a)**     Agreement and Plan of Merger, dated January 17, 2003 among
             Rapidtron, Inc. (formerly The Furnishing Club), RTI
             Acquisition Subsidiary, Inc., and RAPIDTRON INC.
(2)(b)***    Amendment #1 to Agreement and Plan of Merger dated March 31,
             2003
(3)(i)*      Amended Articles of Incorporation changing the name from The
             Furnishing Club to Rapidtron, Inc.
(10)(a)***   Steve Meineke Employment Agreement
(10)(b)***   Amendment #1 to Meineke Employment Agreement
(10)(c)***   Peter Dermutz Employment Agreement
(10)(d)***   Amendment #1 to Dermutz Employment Agreement
(10)(e)***   John Creel Employment Agreement
(10)(f)***   Amendment #1 to Creel Employment Agreement
(21)*        Articles of Incorporation for RTI Acquisition Subsidiary, Inc.
________________________
*  Filed in Form 10-QSB on November 14, 2002
**   Filed in Form 8-K on February 3, 2003
***  Filed in Definitive 14C on April 11, 2003

ITEM  14. CONTROLS AND PROCEDURES

      We  maintain  disclosure controls and procedures that are  designed  to
ensure  that  information required to be disclosed in the Company's  Exchange
Act  reports is recorded, processed, summarized and reported within the  time
periods specified in the SEC's rules and forms, and that such information  is
accumulated and communicated to our management, including our Chief Executive
Officer  and  Chief  Accounting  Officer, as  appropriate,  to  allow  timely
decisions  regarding required disclosure controls and procedures,  management
recognized that any controls and procedures, no matter how well designed  and
operated,  can  provide  only reasonable assurance of achieving  the  desired
control  objectives,  and management necessarily was required  to  apply  its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.

      Within  90  days prior to the date of this report, we  carried  out  an
evaluation,  under  the  supervision  and  with  the  participation  of   our
management,  including our Chief Executive Officer and our  Chief  Accounting
Officer,  of  the effectiveness of the design and operation of the  Company's
disclosure  controls  and  procedures.  Based on  the  foregoing,  our  Chief
Executive  Officer and Chief Accounting Officer concluded that the  Company's
disclosure controls and procedures were effective.

      There have been no significant changes in our internal controls  or  in
other   factors  that  could  significantly  affect  the  internal   controls
subsequent to the date we completed our evaluation.

<PAGE>

                                 SIGNATURES

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

RAPIDTRON, INC.                    DATED: April 14, 2003



By:/S/DR. JOHN VELTHEER
   Dr. John Veltheer, President


      Pursuant  to the requirements of the Securities Exchange Act  of  1934,
this  report has been signed below by the following persons on behalf of  the
registrant and in the capacities and on the dates indicated.

Signature                Title                              Date

/S/DR. JOHN VELTHEER     President, Secretary/Treasurer,    April 14, 2003
Dr. John Veltheer        Director, Chief Accounting Officer

/S/HENDRIK RETHWILM      Director                           April 14, 2003
Hendrik Rethwilm

<PAGE>

                                CERTIFICATION

I, Dr. John Veltheer, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Rapidtron, Inc.;

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

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

4.    I  am  responsible for establishing and maintaining disclosure controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for  the
registrant and have:

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

5.    I  have  disclosed,  based  on  our  most  recent  evaluation,  to  the
registrant's  auditors  and  the audit committee  of  registrant's  board  of
directors (or persons performing the equivalent functions):

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

6.    I  have  indicated in this annual report whether there were significant
changes  in  internal  controls or in other factors that could  significantly
affect   internal  controls  subsequent  to  the  date  of  our  most  recent
evaluation,  including  any  corrective actions with  regard  to  significant
deficiencies and material weaknesses.

Date: April 14, 2003

/S/DR. JOHN VELTHEER
Dr. John Veltheer
President/Chief Accounting Officer

<PAGE>

                               Rapidtron, Inc.
                        Index To Financial Statements


Report of Independent Certified Public Accountants            F-1

Consolidated Balance Sheets, December 31, 2002 and 2001       F-2

Consolidated Statement of Operations for the Years Ended
December 31, 2002, 2001 and from inception (March 22, 2000)
to December 31, 2002                                          F-3

Consolidated Statement of Stockholders' Equity from inception
(March 22, 2000) to  December 31, 2002                        F-4

Consolidated Statement of Cash Flows for the Year Ended
December 31, 2002, 2001, and from inception (March 22, 2000)
to December 31, 2002                                          F-5

Notes to Consolidated Financial Statements              F-6 - F-9

<PAGE>

BECKSTEAD AND WATTS, LLP
Certified Public Accountants
                                                       3340 Wynn Road, Ste. B
                                                          Las Vegas, NV 89102
                                                                 702.257.1984
                                                             702.362.0540 fax

                        INDEPENDENT AUDITORS' REPORT

February 28, 2003

Board of Directors
Rapidtron, Inc.
Las Vegas, NV

We  have  audited  the  Balance  Sheets  of  Rapidtron,  Inc.  (Formerly  The
Furnishing Club), (A Development Stage Company) as of December 31,  2002  and
2001,  and  the related Statements of Operations, Stockholders'  Equity,  and
Cash  Flows for the years then ended, and for the period March 22, 2000 (Date
of  Inception)  to  December 31, 2002.  These financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

We  conducted  our  audit  in  accordance with auditing  standards  generally
accepted  in  the  United States. 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  statement  presentation.  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, the financial statements referred to above present fairly, in
all  material  respects, the financial position of Rapidtron, Inc.  (Formerly
The  Furnishing Club), (A Development Stage Company) as of December 31,  2002
and 2001, and the related Statements of Operations, Stockholders' Equity, and
Cash  Flows for the years then ended, and for the period March 22, 2000 (Date
of  Inception) to December 31, 2002, in conformity with accounting principles
generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company
will  continue  as a going concern.  As discussed in Note 4 to the  financial
statements,  the  Company has had limited operations and have  not  commenced
planned  principal  operations.   This raises  substantial  doubt  about  its
ability to continue as a going concern.  Management's plan in regard to these
matters  are  also  described  in Note 4.  The financial  statements  do  not
include  any  adjustments  that  might  result  from  the  outcome  of   this
uncertainty.


Beckstead and Watts, LLP

<PAGE>

<TABLE>

                               RAPIDTRON, INC.
                       (Formerly The Furnishing Club)
                        (A Development Stage Company)

                                BALANCE SHEET

                                   ASSETS
                                                 For the Year Ended
                                                    December 31,
                                              2002               2001
CURRENT ASSETS
<S>                                    <C>                <C>
     Cash                               $          2,310   $          15,337
                                        ----------------   -----------------
     TOTAL CURRENT ASSETS                          2,310              15,337
                                        ----------------   -----------------
OTHER ASSETS
     Deposits                                        218                 218
                                        ----------------   -----------------
     TOTAL OTHER ASSETS                              218                 218
                                        ----------------   -----------------
                                        $          2,528   $          15,555
                                            ============         ===========

          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts Payable                     $       32,576   $               0
                                          --------------   -----------------
     TOTAL CURRENT LIABILITIES                    32,576                   0
                                          --------------   -----------------
STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock, $.001 par value
authorized 5,000,000 shares; none issued
and outstanding                                        0                   0

   Common stock, $.001 par value,
authorized 20,000,000 shares; 19,993,750
issued and outstanding at December 31,
2002 and 20,798,752 Issued and
outstanding at December 31, 2001
retroactively restated                            19,994              20,799

Additional paid-in capital                        60,506              59,701
Foreign Currency Adjustment                            5                   0
(Deficit) accumulated during
development stage                              (110,553)            (64,945)
                                          --------------   -----------------
     TOTAL STOCKHOLDER'S EQUITY
(DEFICIT)                                       (30,048)              15,555
                                          --------------   -----------------
                                          $        2,528   $          15,555
                                             ===========         ===========

</TABLE>

  The accompanying notes are an integral part of these financial statements

<PAGE>

<TABLE>

                               RAPIDTRON, INC.
                       (Formerly The Furnishing Club)
                        (A Development Stage Company)

                           STATEMENT OF OPERATIONS

                                                            For the Period
                             For the Year   For the Year       March 22,
                                Ended      Ended December  2000,(Inception)
                             December 31,       31,         to December 31,
                                 2002           2001             2002
INCOME
<S>                        <C>             <C>             <C>
Revenue                     $           0   $           0   $               0
                            -------------   -------------   -----------------
EXPENSE
General and
Administrative                     45,645          29,154             111,389
                            -------------   -------------   -----------------
TOTAL EXPENSES                     45,645          29,154             111,389
                            -------------   -------------   -----------------
Net Operating Loss               (45,645)        (29,154)           (111,389)
Other Income/ (Expense)
      Interest Income                  37             175                 836
                            -------------   -------------   -----------------
NET (LOSS)                  $    (45,608)   $    (28,979)   $       (110,553)
                              ===========     ===========         ===========
Net profit(loss)
per weighted shares         $           0   $           0
                              ===========     ===========
Number of common
shares outstanding
retroactively restated         19,993,750      20,798,752
                              ===========     ===========

</TABLE>

  The accompanying notes are an integral part of these financial statements

<PAGE>

<TABLE>


                               RAPIDTRON, INC.
                       (Formerly The Furnishing Club)
                        (A Development Stage Company)

                      STATEMENT OF STOCKHOLDERS' EQUITY


                                                   (Deficit)
                                                  accumulated
                  Common Stock       Additional      during        Total
                     Shares            paid-in    development  Stockholders'
                     Amount            Capital       stage        Equity
              --------   ----------  ----------   -----------  -------------
<S>          <C>         <C>        <C>          <C>          <C>
March 22,
2000
Issued for
Corporate
Services      12,298,750 $   12,299  $  (11,799)   $         0 $         500

March 28,
2000
Issued for
cash           2,500,000      2,500       17,500                      20,000

September
29, 2000
Issued for     6,000,000      6,000       54,000                      60,000
cash

Net loss
March 22,
2000,
(Inception)
to
December 31,                                          (35,966)      (35,966)
2000
              ---------- ----------  -----------   ----------- -------------
Balance
December 31,  20,798,750     20,799       59,701      (35,966)        44,534
2000

Net loss
December 31,                                          (28,979)      (28,979)
2001
              ---------- ----------  -----------   ----------- -------------
Balance
December 31,  20,798,750     20,799       59,701      (64,945)        15,555
2001

Returned
Shares by
Stockholder    (805,000)      (805)          805                           0

Net loss
December 31,                                          (45,608)      (45,608)
2002

Foreign
Currency
Adjustment             0          0            0             0             5
              ---------- ----------  -----------   ----------- -------------
Balance
December 31,  19,993,750     19,994       60,506     (110,553)      (30,048)
2002
               =========  =========   ==========   ===========  ============

</TABLE>


  The accompanying notes are an integral part of these financial statements

<PAGE>

<TABLE>

                              RAPIDTRON, INC.
                       (Formerly The Furnishing Club)
                        (A Development Stage Company)

                           STATEMENT OF CASH FLOWS

                                                        For the Period March
                            For the Year  For the Year  22, 2000,(Inception)
                                Ended         Ended     to December 31, 2002
                            December 31,  December 31,
                                2002          2001

Cash Flows from
Operating Activities:
<S>                       <C>            <C>              <C>
  Net (loss)                $   (45,608)   $   (28,979)   $        (110,553)
  Shares Issued for
services                               0              0                  500

  Adjustment to reconcile net
(loss) to net cash(used) by
operating activities
                                       0              0                    0

  Accounts Payable                32,576              0               32,576
  Payroll Liabilities                           (1,018)                    0
  Deposits                             0              0                (218)
                            ------------   ------------  -------------------
Net cash (used) in
operating activities            (13,032)       (29,997)             (77,695)

Cash Flows from
Investing Activities:                  0              0                    0

Cash Flows from
Financing Activities:
  Additional Paid in            (11,594)              0
Capital
  Common stock                    11,594              0               80,000
  Foreign Currency
Adjustment                             5              0                    5
                            ------------   ------------  -------------------
Net increase (decrease) in
cash                            (13,027)       (29,997)                2,310

Cash,
beginning of period               15,337         45,334                    0
                            ------------   ------------  -------------------
Cash,
end of period               $      2,310   $     15,337  $             2,310
                              ==========     ==========         ============

</TABLE>

  The accompanying notes are an integral part of these financial statements

<PAGE>

                       RAPIDTRON, INC. AND SUBSIDIARY
                       (Formerly The Furnishing Club)
                        (A Development Stage Company)
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
The  accompanying consolidated financial statements include the  accounts  of
Rapidtron,  Inc.  (the  "Company"), formerly known  as  The  Furnishing  Club
("Furnishing  Club"), incorporated under the laws of the state of  Nevada  on
March  22,  2000 and its wholly-owned subsidiary, RTI Acquisition Subsidiary,
Inc.  ("RTI"), which was incorporated on September 27, 2002. RTI is currently
dormant and does not conduct any business operations.

The  Company is currently a development stage enterprise reporting under  the
provisions of Statement of Financial Accounting Standards ("SFAS") No. 7.

On  September  30,  2002, the Company amended its Articles  of  Incorporation
changing its name from The Furnishing Club to Rapidtron, Inc.

The  Company  has  limited operations and is still in the development  stage.
The  Company will need to raise a substantial amount of capital in  order  to
continue  its business plan.  This situation raises substantial  doubt  about
its  ability  to continue as a going concern.  The accompanying  consolidated
financial  statements  do  not  include  any  adjustments  relative  to   the
recoverability and classification of asset carrying amounts or the amount and
classification  of  liabilities that might result from the  outcome  of  this
uncertainty.  Management is currently initiating their business plan  and  in
the process of raising additional capital.  (See Note 3)

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.

Concentration of Credit Risk
The Company places its cash in what it believes to be credit-worthy financial
institutions and, at times, may exceed the FDIC $100,000 insurance limit.

<PAGE>

                       RAPIDTRON, INC. AND SUBSIDIARY
                       (Formerly The Furnishing Club)
                        (A Development Stage Company)
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes
Income  taxes  are  provided for based on the asset and 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.

Stock-Based Compensation
SFAS   No.   123,  "Accounting  for  Stock-Based  Compensation,"  establishes
accounting policies for stock and stock-based awards issued to employees  and
non-employees for services rendered and goods received.  The Company  records
transactions  in which services or goods are rendered or received  from  non-
employees  for the issuance of equity securities based on the fair  value  of
the Company's stock at the date the services are rendered or goods received.

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.  As of September 30, 2002, the Company  has  no  items
that  represent  comprehensive  income and, therefore,  has  not  included  a
schedule of comprehensive income in the financial statements.

Recent Accounting Pronouncements
On  June 29, 2001, SFAS No. 141, "Business Combinations," was approved by the
FASB,  which requires that the purchase method of accounting be used for  all
business  combinations initiated after June 30, 2001.  Goodwill  and  certain
intangible assets will remain on the balance sheet and not be amortized.   On
an  annual basis, and when there is reason to suspect that their values  have
been diminished or impaired, these assets must be tested for impairment,  and
write-downs  may  be  necessary.  The Company implemented  SFAS  No.  141  on
January 1, 2002.

On  June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets",  was
approved  by  the  FASB, which changes the accounting for  goodwill  from  an
amortization   method  to  an  impairment-only  approach.   Amortization   of
goodwill,  including  goodwill recorded in past business  combinations,  will
cease upon adoption of this statement.  The Company implemented SFAS No.  142
on January 1, 2002.

During   August  2001,  SFAS  No.  143,  "Accounting  for  Asset   Retirement
Obligation" was issued.  SFAS No. 143 is effective for fiscal years beginning
after  June  15, 2002, and will require companies to record a  liability  for
asset  retirement obligations in the period in which they are incurred, which
typically  could be upon completion or shortly thereafter.  The FASB  decided
to  limit the scope to legal obligation and the liability will be recorded at
fair value.  The effect of adoption of this standard on Company's results  of
operations and financial positions is being evaluated.

<PAGE>

                       RAPIDTRON, INC. AND SUBSIDIARY
                       (Formerly The Furnishing Club)
                        (A Development Stage Company)
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During  August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal
of  Long-Lived  Assets." was issued.  SFAS No. 144 is  effective  for  fiscal
years  beginning  after December 15, 2001.  It provides a  single  accounting
model  for  long-lived  assets to be disposed of and replaces  SFAS  No.  121
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets  to
Be  Disposed  Of."   The  effect of adoption of this  standard  on  Company's
results of operations and financial positions is being evaluated.

NOTE 2 -  INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting
Standards  No.  109, "Accounting for Income Taxes"  ("SFAS No.  109"),  which
requires  use of the liability method.   SFAS No.  109 provides that deferred
tax  assets and liabilities are recorded based on the differences between the
tax  bases of assets and liabilities and their carrying amounts for financial
reporting  purposes,  referred  to as temporary  differences.   Deferred  tax
assets  and  liabilities at the end of each period are determined  using  the
currently enacted tax rates applied to taxable income in the periods in which
the  deferred  tax  assets  and liabilities are expected  to  be  settled  or
realized.

There  is  no  provision for income taxes for the period ended  December  31,
2002.  The Company's total deferred tax asset as of December 31, 2002, is  as
follows:

     Net operating loss carry forward$(110,553)
     Valuation allowance              110,553
     Net deferred tax asset   $             0

NOTE 3 -  GOING CONCERN

The  accompanying  financial statements as at December  31,  2002  have  been
prepared  on  a  going concern basis, which contemplated the  realization  of
assets  and the satisfaction of liabilities in the normal course of business.
The Company has suffered losses from operations during its operating history.
The  ability of the Company to continue as a going concern is dependent  upon
achieving  profitability.   Management is in the  process  of  acquiring  and
developing  products  for sale which would generate revenue  to  sustain  the
operations of the Company.

The  financial  statements  do not include any adjustments  relating  to  the
recoverability  and classification of recorded assets and  classification  of
liabilities that might be necessary should the Company be unable to  continue
as a going concern.

NOTE 4 -  STOCKHOLDERS EQUITY

Common stock
The aggregate number of shares of common stock that the Company has authority
to  issue is 20,000,000 shares at a par value of $0.001.  As of December  31,
2002, 19,993,750 shares were issued and outstanding.

<PAGE>

                       RAPIDTRON, INC. AND SUBSIDIARY
                       (Formerly The Furnishing Club)
                        (A Development Stage Company)
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Preferred stock
The  aggregate  number  of shares of preferred stock  that  the  Company  has
authority  to  issue is 5,000,000 shares at a par value  of  $0.001.   As  of
December 31, 2002, no shares of preferred stock were issued.

Stock Issuances
On  September 30, 2002, the Company effectuated a 1 for 1 forward split  (for
every  1 share currently owned, each stockholder received 1 additional share)
of all of its issued and outstanding common stock as of the close of business
on September 27, 2002.

On  October  21,  2002,  one of the Company's majority stockholders  returned
805,000  shares  of its common stock for no consideration.  The  shares  were
subsequently cancelled.

On  October 23, 2002,     the Company effectuated a 0.25 for 1 forward  split
(for every 1 share currently owned, each stockholder received 0.25 additional
shares) of all of its issued and outstanding common stock as of the close  of
business on October 22, 2002.

NOTE 5 -  WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares
of common stock.

NOTE 6 -  RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer
of  the  corporation provides office services without charge. Such costs  are
immaterial  to  the  financial  statements and  accordingly,  have  not  been
reflected therein. 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.

NOTE 7 -  SUBSEQUENT EVENTS

On  January  17, 2003, the Company entered into an agreement to acquire/merge
with RAPIDTRON INC. a Delaware corporation ("RAPIDTRON"), whereby the Company
issued 10,000,000 shares of its restricted common stock in exchange for  100%
of RAPIDTRON's outstanding common stock.

<PAGE>

                               RAPIDTRON, INC.

                            Financial Statements
                        Year Ended December 31, 2001
                 (With Independent Auditor's Report Thereon)


                              Table of Contents


                                                          Page
                                                         Number

Independent Auditor's Report                              F-1

Balance Sheet - December 31, 2001                         F-2

Statement of Net (Loss) - Year Ended December 31, 2001    F-3

Statement of Stockholders' (Deficit) - Year Ended
December 31, 2001                                         F-4

Statement of Cash Flows - Year Ended
December 31, 2001                                      F-5 - F-6

Notes to Financial Statements                          F-7 - F-9

<PAGE>

                        INDEPENDENT AUDITOR'S REPORT



The Board of Directors
Rapidtron, Inc.
(A Delaware Corporation)



We have audited the accompanying balance sheet of Rapidtron, Inc. (a Delaware
corporation) as of December 31, 2001, and the related statements  of  (loss),
stockholders'  (deficit),  and cash flows for the  year  then  ended.   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 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
audit provides 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  Rapidtron,  Inc.  as  of
December  31, 2001, and the results of its operations and its cash flows  for
the  year  then  ended  in  conformity with accounting  principles  generally
accepted in the United States of America.

/s/ Kushner Smith Joanou & Gregson, LLP

November 25, 2002

<PAGE>

<TABLE>

                               RAPIDTRON, INC.
                                Balance Sheet
                              December 31, 2001

                                   ASSETS

Current Assets
<S>                                                        <C>
 Cash                                                       $         6,525
Accounts receivable (less allowance for doubtful accounts             9,172
of $5,000)
Note receivable from stockholder (Note 2)                           189,363
Inventory (less reserve of $10,000)                                  43,462
Prepaid expenses                                                     23,388
Total current assets                                                271,910

Property and equipment                                                5,940
Less accumulated depreciation and amortization                        (423)
Net property and equipment                                            5,517

Deposit                                                              12,380

                                                            $       289,807

                  LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities
 Accounts payable                                           $       235,104
Accrued salaries                                                     63,994
Current portion of long-term debt                                       806
Notes payable to stockholders (Note 3)                              103,365
Due to affiliate (Note 4)                                           790,774
  Total current liabilities                                       1,194,043

Long-term liabilities
Long-term debt (Note 5)                                               3,622
Total liabilities                                                 1,197,665

Related parties and subsequent event (Notes 6 and 7)

Stockholders' (deficit)
 Common stock, $.001 par value, authorized 20,000,000                10,120
shares,
   10,120,000 shares issued and outstanding
Preferred stock, $.001 par value, authorized 5,000,000                   --
shares,   no shares issued and outstanding
 Additional paid-in capital                                          74,865
 Retained (deficit)                                               (992,843)
  Total stockholders' (deficit)                                   (907,858)

                                                            $       289,807
</TABLE>

               See accompanying notes to financial statements

<PAGE>

<TABLE>

                               RAPIDTRON, INC.
                           Statement of Net (Loss)
                        Year Ended December 31, 2001

                                                             Percentage of
                                                               Revenues
<S>                                             <C>           <C>
Net sales                                        $  259,887           100.0%

Cost of sales                                       272,300            104.8

 Gross profit                                      (12,413)            (4.8)

Selling, general and administrative                 524,578          (201.8)
expenses
                                                   (536,991)          (206.6)
Operating (loss)

Other income (expense)
Interest income                                      12,889              4.9
Interest expense                                   (10,620)            (4.1)
Total other income                                    2,269               .8
(expense)

(Loss) before income                               (534,722)          (205.8)
taxes

Provision for income                                    800               .3
taxes

Net (loss)                                       $ (535,522)         (205.5)%

</TABLE>

               See accompanying notes to financial statements

<PAGE>

<TABLE>

                               RAPIDTRON, INC.
                    Statement of Stockholders' (Deficit)
                        Year Ended December 31, 2001

                            Common   Additional    Retained       Total
                            Stock      Paid-In    (Deficit)   Stockholders'
                                       Capital                  (Deficit)
<S>                     <C>        <C>          <C>         <C>
Balance at December 31,  $  10,120 $     74,865 $ (457,321) $     (372,336)
2000

Net (loss) for the year                       --   (535,522)       (535,522)
ended December 31, 2001         --

Balance at December 31,     10,120 $     74,865 $           $     (907,858)
2001                     $                        (992,843)

</TABLE>

               See accompanying notes to financial statements

<PAGE>

<TABLE>

                               RAPIDTRON, INC.
                           Statement of Cash Flows
                        Year Ended December 31, 2001

Cash flows from operating activities
<S>                                                       <C>
Cash received from customers                               $         250,715
 Cash paid to suppliers and employees                             (251,827)
Interest received                                                    12,889
Interest expense                                                   (10,620)
Income taxes paid                                                     (800)
  Net cash provided from operating activities                           357

Cash flows from investing activities
Acquisitions of property and equipment                              (5,440)
Loan to stockholder                                                (84,139)
Net cash (applied) from investing activities                       (89,579)

Cash flows from financing activities
Proceeds from note payable to stockholder                            90,865
Proceeds from long-term borrowings                                    4,552
Principal repayments on long-term borrowings                          (124)
  Net cash provided by financing activities                          95,293

Net increase in cash                                                  6,071

Cash at beginning of year                                               454

Cash at end of year                                        $           6,525

</TABLE>

               See accompanying notes to financial statements

<PAGE>

<TABLE>

                               RAPIDTRON, INC.
                           Statement of Cash Flows
                                 (Continued)
                        Year Ended December 31, 2001

                 RECONCILIATION OF NET (LOSS) TO NET CASH
                    PROVIDED FROM OPERATING ACTIVITIES
<S>                                                       <C>
Net (loss)                                                 $       (535,522)

Adjustments to reconcile net (loss) to net
  cash provided from operating activities:
Depreciation and amortization                                           423
                                                                  (535,099)

Changes in assets and liabilities
(Increase) decrease in:
Accounts receivable                                                 (9,172)
Inventory                                                          (43,462)
Prepaid expenses                                                   (23,388)
Deposits                                                           (12,380)
 Increase (decrease) in:
  Accounts payable                                                  180,916
Accrued salaries                                                     37,661
Due to affiliate                                                    405,281
                                                                    535,456

Net cash provided from operating activities                $             357

</TABLE>

               See accompanying notes to financial statements

<PAGE>


                               RAPIDTRON, INC.
                        Notes to Financial Statements
                              December 31, 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature  of  Business - Rapidtron, Inc. (the Company) is a provider of  access
control  equipment that uses radio frequency technology ("RF") for  the  ski,
transportation, and fitness industries.

Concentration of Credit Risk - The Company provides its services to customers
throughout  the  United  States.   The Company's  sales  are  not  materially
dependent on a small group of customers.  The Company maintains reserves  for
potential  credit  losses  and  such losses  have  been  within  management's
expectations.

Inventory - Inventory is stated at the lower of cost (first-in, first-out) or
market  value.  Inventory  consists primarily  of  component  access  control
equipment.

Property  and  Equipment - Property and equipment are  stated  at  cost  less
accumulated depreciation.  Depreciation of property and equipment is provided
on the straight-line method over the following useful lives, in years, of the
respective assets as follows:

          Computer and office equipment           5
          Furniture and fixtures                  7

Leasehold  improvements are amortized over the shorter of  the  term  of  the
lease or the life of the improvement.

Maintenance  and  repairs are charged to expense as incurred.   Renewals  and
improvements of a major nature are capitalized.  At the time of retirement or
other  disposition  of  property  and equipment,  the  cost  and  accumulated
depreciation  are  removed from the accounts and  any  gains  or  losses  are
reflected in income.

Revenue  Recognition  -  Revenue is recognized  upon  delivery  of  goods  or
invoicing of services to customers.

Income  Taxes  -  The Company provides for income taxes based  upon  earnings
reported for financial statement purposes.  The tax provision for the  period
ended December 31, 2001 was $800.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Advertising  Expense - The Company expenses advertising  costs  as  they  are
incurred.  Total advertising expense was $14,522 for the year ended  December
31, 2001.

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  revenues  and expenses during  the  reporting  period.
Actual results could differ from those estimates.

NOTE 2 - NOTE RECEIVABLE FROM STOCKHOLDER

The  Company  has  an outstanding note receivable from a stockholder  of  the
Company.   The  note  bears monthly interest at prime  rate  (prime  rate  at

<PAGE>

                               RAPIDTRON, INC.
                        Notes to Financial Statements
                              December 31, 2001

December  31,  2001 was 4.75%).  The note receivable balance and  any  unpaid
accrued  outstanding  interest  are due  on  demand.   The  outstanding  note
receivable balance at December 31, 2001 was $189,363.

NOTE 3 - NOTES PAYABLE TO STOCKHOLDERS

The  Company  has outstanding notes payable to stockholders of  the  Company.
The notes are unsecured bearing monthly interest at prime rate (prime rate at
December  31,  2001  was 4.75%).  The notes payable and  any  unpaid  accrued
interest are due on demand.  Total notes payable outstanding at December  31,
2001 was $103,365.

NOTE 4 - DUE TO AFFILIATE

Equus  Marketing  and Design, Inc. (Equus) is a related party  by  virtue  of
common ownership.  Equus has paid operating expenses on behalf of the Company
supporting short-term working capital requirements.  Additionally, Equus  has
assessed  the Company marketing fees for services provided by Equus personnel
on  the  Company's behalf.  Marketing fees assessed by Equus totaled  $61,000
for  the year ended December 31, 2001.  The total outstanding balance due  to
Equus at December 31, 2001 was $790,774.

NOTE 5 - LONG-TERM DEBT

Long-term debt at December 31, 2001 is summarized as follows:

19.99% various notes payable to financing company, secured    $      4,428
by  computer  equipment, payable in  monthly  installments
ranging  from  $41  to  $54  including  interest,  through
various maturity dates from August 2005 to December 2005


Less current portion                                                   806

                                                              $      3,622

The annual aggregate maturities of long-term debt are as follows:

Years ending December 31:
2002                                                          $        806
2003                                                                 1,029
2004                                                                 1,254
2005                                                                 1,339

                                                              $      4,428

NOTE 6 - RELATED PARTIES

The  Company  shares  a  facility with Equus.  Equus is  the  lessee  of  the
facility and the Company is assessed monthly rent expense of $2,000, however,
there  is no formal sublease agreement in place.  Total rent expense for  the
year ended December 31, 2001 was $24,000.

<PAGE>

                               RAPIDTRON, INC.
                        Notes to Financial Statements
                              December 31, 2001

Subsequently,  the monthly sublease rent was increased to $12,380  per  month
equal to half of the total rent paid by Equus.

NOTE 7 - SUBSEQUENT EVENTS

Subsequent  to  December 31, 2001, the Company was awarded a signed  contract
with  Bombardier Transit Corporation in the amount of $4,350,000, to  provide
access  control equipment with RF readers for the Las Vegas Monorail project.
Upon  receipt  of the signed contract, the Company received $1,375,000  as  a
deposit  on  this contract.  Effective June 2002, the Company was  terminated
from  the Bombardier Transit Corporation contract.  No further work  will  be
done  and  the  Company will not be required to refund  any  portion  of  the
deposit  money  received.   These monies will  be  recognized  as  income  in
calendar year 2002.

NOTE 8 - CONCENTRATIONS

The  Company  purchases  100% of its access control systems  from  a  foreign
corporation  located  in  Austria under an exclusive distribution  agreement.
This  relationship represents a significant concentration.   The  Company  is
attempting  to  commensurate a strategic relationship that  would  bring  the
Company and this vendor under the same ownership.

<PAGE>

                               RAPIDTRON, INC.

                       Unaudited Financial Statements
                        Year Ended December 31, 2002

                              Table of Contents


                                                          Page
                                                         Number

Balance Sheet - December 31, 2002                         F-1

Statement of Net (Loss) - Year Ended December 31, 2002    F-2

Statement of Cash Flows - Year Ended December 31, 2002    F-3

Notes to Financial Statements                          F-4 - F-6

<PAGE>

<TABLE>

                               RAPIDTRON, INC.

                                Balance Sheet
                              December 31, 2002

                                  ASSETS

Current Assets
<S>                                                         <C>
 Cash                                                        $      10,834
   Accounts Receivable, Net                                         88,159
   Inventory, Net                                                  186,116
   Note receivable from stockholder                                196,217
Prepaid Expenses                                                    59,471
Total current assets                                               540,797

Property and equipment                                              19,552
Less Accumulated Depreciation                                      (4,965)
      Net Property and Equipment                                    14,587

Deposits                                                            13,901

                                                             $     569,285

                 LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities
 Accounts payable                                            $     845,002
   Accrued Liabilities                                             116,057
   Accrued Taxes                                                    24,685
Line of Credit                                                     140,000
Current Portion of Long-Term Debt                                      806
Notes Payable - Stockholders                                       103,763
Due to Related Party - Equus                                       318,175
  Total Current Liabilities                                      1,978,488

   Long-Term Debt                                                    3,622

       Total Liabilities                                         1,982,110

Stockholders' (deficit)
 Common stock, $.001 par value, authorized 20,000,000               10,120
shares,
   10,120,000 shares issued and outstanding
Preferred stock, $.001 par value, authorized 5,000,000                  --
shares,
  no shares issued and outstanding
 Additional paid-in capital                                         74,865
   Net income (Loss) Current Year                                (504,967)
 Retained Earnings                                               (992,843)
  Total stockholders' (Deficit)                                (1,412,825)

      Total Liabilities and Stockholders' Equity             $     569,285

</TABLE>

               See accompanying notes to financial statements

<PAGE>

<TABLE>


                               RAPIDTRON, INC.

                           Statement of Net (Loss)
                        Year Ended December 31, 2002


Gross Revenues
<S>                                                          <C>
Transit                                                       $   1,372,053
Fitness                                                               48,287
Winter / Summer Resorts                                              181,189
Entertainment                                                         65,351
          Universities                                                21,585
  Total Gross Revenues                                             1,688,465
Discounts                                                              3,195
Returns                                                                    -
Warranties                                                                 -
  Net Revenues                                                     1,685,270

Cost Of Goods Sold
Transit                                                              734,379
Fitness                                                               22,587
Winter/ Summer Resorts                                                86,525
Entertainment                                                         28,443
Universities                                                          11,656
Cost of Goods Returns                                                      -
  Total Cost Of Goods                                                883,590

    Gross Margin                                                     801,680

Operating Expenses
General & Administrative Expenses                                  1,282,616
Other Income/ Expenses                                                24,031
  Total                                                            1,306,646

    Net Income (Loss)                                         $   (504,967)

</TABLE>

               See accompanying notes to financial statements

<PAGE>

<TABLE>

                               RAPIDTRON, INC.
                           STATEMENT OF CASH FLOWS
                        Year Ended December 31, 2002

<S>                                                        <C>
Net (loss)                                                  $    (504,967)


Adjustments to reconcile net (loss) to net
  cash (applied) from operating activities:
Depreciation and amortization                                        4,542
                                                            $    (500,424)

Changes in assets and liabilities
(Increase) decrease in:
Accounts receivable                                               (78,987)
Inventory                                                        (142,655)
Prepaid expenses                                                  (36,083)
Deposits                                                           (1,521)
 Increase (decrease) in:
  Accounts payable                                                 609,898
Accrued salaries                                                    52,063
Accrued taxes                                                       24,685
Due to affiliate                                                 (472,599)
                                                                  (45,199)

Net Cash (applied) from Operating Activities                $    (545,623)

Cash flows from investing activities
      Acquisitions of property and equipment                      (13,612)
      Loan to stockholder                                          (6,854)
                                                                  (20,466)

Net cash from financing activities
      Proceeds from bank line of credit                            140,000
      Proceeds from note payable                                   430,000
      Proceeds from note payable to stockholder                        398
                                                                   570,398

   Net increase in cash                                     $        4,309

   Cash at beginning of year                                $        6,525

   Cash at end of year                                      $       10,834

</TABLE>

               See accompanying notes to financial statements

<PAGE>

                               RAPIDTRON, INC.
                        NOTES TO FINANCIAL STATEMENTS
                        Year Ended December 31, 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business - Rapidtron, Inc. (the Company) is a provider of access
control equipment that uses radio frequency technology ("RF") for the ski,
transportation, and fitness industries.  The accompanying unaudited financial
statements include only normal recurring adjustments necessary for a fair
presentation of the Company's financial position as of December 31, 2002, and
the results of operations and cash flows for the period then ended.

Concentration of Credit Risk - The Company provides its services to customers
throughout the United States.  The Company's sales are not materially
dependent on a small group of customers.  The Company maintains reserves for
potential credit losses and such losses have been within management's
expectations.

Inventory - Inventory is stated at the lower of cost (first-in, first-out) or
market value. Inventory consists primarily of component access control
equipment.

Property and Equipment - Property and equipment are stated at cost less
accumulated depreciation. Depreciation of property and equipment is provided
on the straight-line method over the following useful lives, in years, of the
respective assets as follows:

          Computer and office equipment                  5
          Furniture and fixtures                         7

Leasehold improvements are amortized over the shorter of the term of the
lease or the life of the improvement.

Maintenance and repairs are charged to expense as incurred.  Renewals and
improvements of a major nature are capitalized.  At the time of retirement or
other disposition of property and equipment, the cost and accumulated
depreciation are removed from the accounts and any gains or losses are
reflected in income.

Revenue Recognition - The Company's sales transactions incorporate the sale
of access control equipment and installation.  At the time a sales order is
placed, some customers may be required to submit a deposit with the purchase
order.  Deposits are only recognized as revenue when the equipment is
shipped.

Revenue related to product sales are recognized when all of the following
criteria have been met: persuasive evidence for an arrangement with an
unrelated party exists; delivery or performance has occurred and been
accepted; the fee is fixed and determinable; and collectibility is reasonably
assured.  When the Company is contractually obligated to provide installation
services, the recognition of revenue is deferred until installation is
complete and accepted by the customer.

The Company provides a one-year warranty on parts and labor, and does not
provide the customer with a right of return. In accordance with SFAS 48
`Revenue Recognition When Right of Return Exists", revenue is recorded net of
allowance for estimated warranty costs.  Such reserve is based upon
management's evaluation of limited historical experience, current industry
trends and estimated costs. At December 31, 2002, management determined that
no reserve for warranty expense was necessary.

Shipping and Handling Costs

Shipping and handling costs are included in cost of goods sold in the
accompanying statement of operations in accordance with EITF 00-10
"Accounting for Shipping and Handling Fees and Costs".   Such costs were
immaterial to the statement of operations as of December 31, 2002.

<PAGE>

                               RAPIDTRON, INC.
                        NOTES TO FINANCIAL STATEMENTS
                        Year Ended December 31, 2002

Income Taxes  - The Company provides for income taxes based upon earnings
reported for financial statement purposes.  The tax provision for the period
ended December 31, 2002 was none.

Advertising Expense - The Company expenses advertising costs as they are
incurred.  Total advertising expense was $ 91,606.14 for the year ended
December 31, 2002. Total trade-show marketing expense was $105,769 for the
year ended December 31, 2002.

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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.

NOTE 2 - NOTE RECEIVABLE FROM STOCKHOLDER

The Company has an outstanding note receivable from a stockholder of the
Company.  The note bears monthly interest at prime rate (prime rate at
December 31, 2002 was 4.75%).  The note receivable balance and any unpaid
accrued outstanding interest are due on demand.   The outstanding note
receivable balance at December 31, 2002 was $196,217.

NOTE 3 - NOTES PAYABLE TO STOCKHOLDERS

The Company has outstanding notes payable to stockholders of the Company. The
notes are unsecured bearing monthly interest at prime rate (prime rate at
December 31, 2002 was 4.75%).  The notes payable and any unpaid accrued
interest are due on demand.  Total notes payable outstanding at December 31,
2002 was $103,763.

NOTE 4 - DUE TO AFFILIATE

Equus Marketing and Design, Inc. ("Equus") is a related party by virtue of
common ownership. Equus has paid operating expenses on behalf of the Company
supporting short-term working capital requirements.  Additionally, Equus has
assessed the Company marketing fees for services provided by Equus personnel
on the Company's behalf.  Marketing fees assessed by Equus totaled $125,500
for the year ended December 31, 2002.  The total outstanding balance due to
Equus at December 31, 2002 was $318,175.

<PAGE>

                               RAPIDTRON, INC.
                        NOTES TO FINANCIAL STATEMENTS
                        Year Ended December 31, 2002


NOTE 5 - LONG-TERM DEBT

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

19.99% various notes payable to financing                $   3,622
company,  secured by computer  equipment,
payable  in monthly installments  ranging
from   $41  to  $54  including  interest,
through   various  maturity  dates   from
August 2005 to December 2005

NOTE 6 - RELATED PARTIES

The Company shares a facility with Equus.  Equus is the lessee of the
facility and the Company is assessed monthly rent expense of $5,659.04,
however, there is no formal sublease agreement in place.  Total rent expense
for the calendar and fiscal year ended December 31, 2002 was $62,249.44.

NOTE 7 - NOTE PAYABLE TO BANK

Prime rate note payable to bank plus 2.0% $ 140,000 (prime rate at December
31, 2002 was 4.75%), commencing April 25, 2002 through maturity July 2003.
Monthly interest only payments with the entire unpaid principal due at
maturity, secured by stockholders of the Company

NOTE 8 - CONTRACT CANCELLATION

The Company was awarded a signed contract with Bombardier Transit Corporation
in the amount of $4,350,000, to provide access control equipment with RF
readers for the Las Vegas Monrail project.  Upon receipt of the signed
contract, the Company received $1,375,000 as a deposit on this contract.
Effective June 2002, the Company was terminated from the Bombardier Transit
Corporation contract.  No further work will be done and the Company will not
be required to refund any portion of the deposit money received.   These
monies were recognized as income in calendar year 2002.

NOTE 9 - CONCENTRATIONS

The Company purchases 100% of its access control systems from a foreign
corporation located in Austria under an exclusive distribution agreement.
This relationship represents a significant concentration.   The Company is
attempting to commensurate a strategic relationship that would bring the
Company and this vendor under the same ownership.