SOLAR SATELLITE COMMUNICATION, INC.

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

          [ ] QUARTERLY REPORT UNDER SECTION 13 OR 15 OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    For the quarter ended September 30, 2002
                         Commission file number: 0-12169


                       SOLAR SATELLITE COMMUNICATION, INC.
                      ------------------------------------
                 (Name of small business issuer in its charter)

                                    COLORADO
                        ---------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   84-0907644
                       ----------------------------------
                      (I.R.S. Employer Identification No.)

                              The issuer's address:


           1895 Preston White Drive, Suite 250, Reston, Virginia 20191
          ------------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)

                           Issuer's Telephone Number:

                                 (703) 860-6580
                               -------------------



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

Yes X  No
   ---    ---

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Company's knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-KSB or any amendment. [ ]

State issuer's revenues for its most recent fiscal year:  $235,750





<PAGE>


After the Merger set forth in Part I, Item 1 (a), the aggregate  market value of
the shares of voting stock held by  non-affiliates  (approximately  4,403,788 of
$.001 par value Common Stock) was $4.62  million,  as of September 30, 2002. The
stock price for computation purposes was $1.05 based on the closing market price
on September 30, 2002. The number of shares of non-affiliates of the Company has
been  calculated  by  subtracting  shares  held by persons  affiliated  with the
Company from  outstanding  shares.  There were 6,288,788 shares of the Company's
Common  Stock  outstanding  as of  September  30,  2002,  and there were 582,973
Preferred B shares outstanding.  The Preferred B shares are convertible into two
shares of common stock for each  Preferred B share.  The  Preferred B shares are
all held by an affiliate.

                                       ii

<PAGE>






                      SOLAR SATELLITE COMMUNICATIONS, INC.

                      INDEX TO QUARTERLY REPORT ON FORM 10-QSB

PART I

         Item 1.  Financial Statements

                  Index to Financial Statements                             F-1
                  Balance Sheet                                             F-2
                  Statements of Operations                                  F-3
                  Statements of Stockholders' Equity                        F-4
                  Statements of Cash Flows                                  F-5
                  Notes to Financial Statement                              F-6

         Item 2.  Management's Discussion and Analysis or Plan of Operation


PART II

         Item 1.  Legal Proceedings
         Item 2.  Changes in Securities and Use of Proceeds
         Item 3:  Defaults in Senior Securities
         Item 4:  Submission of Matters to a Vote of Security Holders
         Item 5:  Other Information
         Item 6:  Exhibits and Reports on Form 8-K


















                                       iii



<PAGE>



                          INDEX TO FINANCIAL STATEMENTS




Balance Sheets............................................................F-2

Statements of Operations..................................................F-3

Statements of Stockholders' Equity........................................F-4

Statements of Cash Flows..................................................F-5

Notes to Financial Statements.............................................F-6























                                      F-1

<PAGE>

<TABLE>

<CAPTION>

                       SOLAR SATELLITE COMMUNICATION, INC.
                           CONSOLIDATED BALANCE SHEETS
                                                                           Nine Months Ended        Year Ended
                                                                           September 30, 2002   December 31, 2001
                                                                          --------------------- --------------------
<S>                                                                       <C>                   <C>

      ASSETS                                                                  (unaudited)
CURRENT ASSETS
   Cash                                                                                $75,933              $88,148
   Certificate of deposit - restricted                                                  25,660                    0
   Accounts receivable, net of allowance for doubtful accounts of $3,072
    and $1,477, respectively                                                            48,758               38,048
   Accounts receivable - related parties                                                 5,716                7,956
   Prepaid expenses and other current assets                                             1,995                  106
                                                                          --------------------- --------------------
            Total Current Assets                                                       158,062              134,258
                                                                          --------------------- --------------------
PROPERTY AND EQUIPMENT
   Computer software and hardware                                                       51,407               66,611
   Internally developed software                                                       270,000              270,000
   Computer hardware under capital leases                                                    0              417,268
   Leasehold improvements                                                               14,420               14,420
                                                                          --------------------- --------------------
   Subtotal property and equipment                                                     335,827              768,299
   Less: Accumulated depreciation and amortization                                    (225,581)            (241,929)
                                                                          --------------------- --------------------
            Total Property and Equipment                                               110,246              526,370
                                                                          --------------------- --------------------
OTHER ASSETS
   Other                                                                                 6,413                7,307
                                                                          --------------------- --------------------
            Total Other Assets                                                           6,413                7,307
                                                                          --------------------- --------------------
Total Assets                                                                          $274,721             $667,935
                                                                          --------------------- --------------------

            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
 Accounts payable:
  Trade                                                                               $446,713             $368,741
  Related party                                                                         24,870               24,870
 Accrued payroll liabilities                                                           103,950               55,637
 Accrued expenses:
  Trade                                                                                 59,198               62,425
  Related party                                                                              0               90,914
  Interest                                                                              49,107               26,840
 Current portion of capital lease obligation                                            84,504              297,708
 Convertible notes payable - related parties                                           250,000              250,000
 Notes payable from stockholders                                                       317,602              113,000
 Line of credit                                                                         10,100                    0
                                                                          --------------------- --------------------
            Total Current Liabilities                                                1,346,045            1,290,135
                                                                          --------------------- --------------------
Convertible Debt                                                                       550,000
Capital lease obligation, net of current portion                                       115,000                    0
                                                                          --------------------- --------------------
Total Liabilities                                                                    2,011,045            1,290,135
                                                                          --------------------- --------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)
 Preferred stock - $.001 par value; 1,000,000 authorized; Series B
  convertible, 582,973 issued and outstanding                                              583                  583
 Common stock - $0.001 par value; 100,000,000 authorized; 6,283,788 and
  4,433,788 shares issued and outstanding                                                6,284                4,434
 Additional paid-in capital                                                          3,945,763            3,833,713
 Subscriptions receivable                                                               (8,670)              (8,670)
 Accumulated deficit                                                                (5,680,284)          (4,452,260)
                                                                          --------------------- --------------------
Total stockholders' equity (deficiency)                                             (1,736,324)            (622,200)
                                                                          --------------------- --------------------
Total liabilities and stockholders' equity (deficiency)                               $274,721             $667,935
                                                                          --------------------- --------------------
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                      F-2
<PAGE>

<TABLE>

<CAPTION>

                       SOLAR SATELLITE COMMUNICATION, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                               Three Months Ended                 Nine Months Ended
                                                                 September 30,                       September 30
                                                        ---------------------------------  ---------------------------------
                                                             2002              2001             2002              2001
                                                        ----------------  ---------------  ----------------  ---------------
<S>                                                     <C>               <C>              <C>               <C>

Revenues:
   Trade                                                        $51,538          $53,873          $178,542         $141,400
   Related parties                                                  706           10,868             8,510           10,868
                                                        ----------------  ---------------  ----------------  ---------------

            Total revenues                                       52,244           64,741           187,052          152,268

Cost of sales                                                    39,390           37,943           142,751          117,063
                                                        ----------------  ---------------  ----------------  ---------------
Gross profit                                                     12,854           26,798            44,301           35,205

Operating expenses
   Selling, general and administrative                          469,870          359,813           809,425        1,212,071
   Professional fees - related party                              9,000           28,085            27,000           28,085
   Stock-based compensation                                      56,250                0           241,350                0
                                                        ----------------  ---------------  ----------------  ---------------

            Total operating expenses                            535,120          387,898         1,077,775        1,240,156
                                                        ----------------  ---------------  ----------------  ---------------
Loss from operations                                           (522,266)        (361,100)       (1,033,474)      (1,204,951)

Other income (expense):
   Interest income                                                    0           18,623                39           18,623
   Interest expense - monetary                                  (12,627)         (10,504)          (47,428)         (28,253)
   Interest expense - non-monetary                                    0                0                 0          (41,657)
   Bad debt expense                                                (523)               0            (6,921)               0
   Loss on disposal of assets                                    (5,218)               0          (140,240)               0
                                                        ----------------  ---------------  ----------------  ---------------
            Total other income (expense)                        (18,368)          (8,119)         (194,550)         (51,287)
                                                        ----------------  ---------------  ----------------  ---------------
Net (loss)                                                    $(540,634)       $(352,981)      $(1,228,024)     $(1,256,238)
                                                        ================  ===============  ================  ===============
Net loss per weighted average share                             $ (0.09)         $ (0.22)          $ (0.20)         $ (0.78)
                                                        ================  ===============  ================  ===============
Weighted average number of shares                             6,283,788        1,619,500         6,283,788        1,619,500
                                                        ================  ===============  ================  ===============

</TABLE>





     The accompanying notes are an integral part of the financial statements

                                      F-3


<PAGE>

<TABLE>

<CAPTION>




                       SOLAR SATELLITE COMMUNICATION, INC.
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

                                                                              ADDITIONAL
                                  PREFERRED STOCK         COMMON STOCK         PAID-IN    SUBSCRIPTIONS   ACCUMULATED
                                  SHARES    AMOUNT      SHARES     AMOUNT      CAPITAL      RECEIVABLE      DEFICIT        TOTAL
                                  ----------------  ----------------------  ----------------------------  ------------  ------------
<S>                               <C>          <C>     <C>          <C>        <C>             <C>         <C>

BEGINNING BALANCE,
December 31, 1999                   16,000     $16     1,649,500    $1,650      $443,584             $0     $(675,107)    $(229,857)
 Contributed capital                     0       0             0         0       388,233       (140,047)            0       248,186
 Issuance of compensatory stock
    Options                              0       0             0         0       162,198              0             0       162,198
 Warrants issued for services            0       0             0         0        77,466              0             0        77,466
 Warrants issued with debt               0       0             0         0       503,037              0             0       503,037
 Beneficial conversion feature           0       0             0         0       120,430              0             0       120,430
 Preferred stock issued for
    Services                        18,400      18             0         0       114,982              0             0       115,000
 Preferred stock issued for cash    40,600      41             0         0       227,734              0             0       227,775
 Net loss                                0       0             0         0             0              0    (1,982,969)   (1,982,969)
                                  ----------------  ----------------------  ---------------------------- ------------   ------------

BALANCE, December 31, 2000          75,000      75     1,649,500     1,650     2,037,664       (140,047)   (2,658,076)     (758,734)
 Subscriptions received, net             0       0             0         0             0        131,377             0       131,377
 Common stock repurchased for
  cash                                   0       0       (30,000)      (30)      (49,970)             0             0       (50,000)
 Preferred B issued for cash       582,973     583             0         0     1,448,758              0             0     1,449,341
 Preferred A forward split         107,394     107             0         0          (107)             0             0             0
 Reverse merger                   (182,394)   (182)    2,814,288     2,814       397,368              0             0       400,000
 Net loss                                0       0             0         0             0              0    (1,794,184)   (1,794,184)
                                  ----------------  ----------------------  ---------------------------- ------------   ------------

BALANCE, December 31, 2001         582,973     583     4,433,788     4,434     3,833,713         (8,670)   (4,452,260)     (622,200)
 Common stock issued for services        0       0     1,850,000     1,850       239,500              0             0       241,350
 Deferred compensation                   0       0             0         0      (127,450)             0             0      (127,450)
 Net loss                                0       0             0         0             0              0    (1,228,024)   (1,288,024)
                                  ----------------  ----------------------  ---------------------------- ------------   ------------

ENDING BALANCE,
September 30, 2002 (unaudited)     582,973    $583    $6,283,788    $6,284    $3,945,763        $(8,670)  $(5,680,284)  $(1,736,324)
                                  ================  ======================  ============================ ============   ============

</TABLE>







     The accompanying notes are an integral part of the financial statements

                                      F-4
<PAGE>

<TABLE>

<CAPTION>

                       SOLAR SATELLITE COMMUNICATION, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                                                                  Nine Months Ended September 30,
                                                                             ---------------------------------------
                                                                                  2002                   2001
                                                                             -----------------     -----------------
<S>                                                                          <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                          $(1,228,024)          $(1,256,238)
Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                     111,712               121,046
    Stock-based compensation                                                          241,350                     0
    Bad debt expense                                                                    6,921                 1,498
    Interest expense - non-monetary                                                         0                     0
    Contributed services                                                                    0                     0
    Amortized discount on subscription receivable                                           0                     0
    Loss on disposal of assets                                                        140,240                     0
Changes in operating assets and liabilities, net of effects of acquisition:
    Accounts receivable - trade                                                        12,305                (2,973)
    Accounts receivable - related party                                                 2,240                     0
    Prepaid expenses and other assets                                                     993                68,953
    Accounts payable - trade                                                           77,792                19,906
    Accounts payable - related party                                                        0                     0
    Accrued payroll liabilities                                                        48,313                96,327
    Accrued interest                                                                   22,267                     0
    Accrued expenses - trade                                                           (3,227)              (52,419)
    Accrued expenses - related party                                                  (90,914)                    0
                                                                             -----------------     -----------------
Net cash used in operating activities                                                (657,852)           (1,003,900)
                                                                             -----------------     -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase certificate of deposit - restricted                                      (25,660)                    0
    Purchase of property and equipment                                                      0               (89,699)
                                                                             -----------------     -----------------

Net cash used in investing activities                                                 (25,660)              (89,699)
                                                                             -----------------     -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Cash acquired in reverse merger                                                         0                     0
    Proceeds from bank overdraft                                                            0                11,863
    Receipt of subscriptions receivable                                                     0               131,377
    Proceeds from issuance of common stock                                                  0                     0
    Repurchase of common stock                                                              0               (50,000)
    Proceeds from issuance of preferred stock                                               0             1,449,341
    Proceeds of notes payable - related parties, net of payments                      204,602              (213,277)
    Payments on notes payable - related parties                                             0                     0
    Payments on capital lease obligations                                             (93,405)              (60,220)
    Advance on Series B preferred stock                                                     0              (275,000)
    Proceeds of convertible debt                                                      550,000                     0
    Payments on notes payable, other                                                        0               106,184
    Proceeds from line of credit                                                       10,100               (50,000)
    Payments on line of credit                                                              0                     0
                                                                             -----------------     -----------------
Net cash provided by financing activities                                             671,297             1,050,268
                                                                             -----------------     -----------------
Changes in cash                                                                       (12,215)              (43,331)
Cash at beginning of period                                                            88,148                43,331
                                                                             -----------------     -----------------
Cash at end of period                                                                 $75,933                    $0
                                                                             =================     =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid in cash                                                                  $0               $42,003
                                                                             =================     =================
NON-CASH FINANCING ACTIVITIES:    Fixed assets acquired by capital lease                   $0              $219,168
                                                                             =================     =================
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                      F-5
<PAGE>


(Information with regard to the nine months ended September 30, 2002 and 2001 is
unaudited)

1.  ORGANIZATION
Solar Satellite  Communication,  Inc. (the Company) was organized under the laws
of the State of Colorado  on April 6, 1983.  The fiscal year end was October 31,
and was changed to December 31 in February 2002. Other than the acquisition of a
significant  investment  in  Accelr8  Technology  Corporation  in  1988  and the
liquidation of that investment, which began in 1991 and was completed in January
1999, the Company has not had any significant  operating  activities since 1989.
Beginning  August 1,  2001,  the  Company  adopted a program  to begin  actively
pursuing  business  opportunities,   including  seeking  merger  candidates.  In
December  2001,  the  Company  acquired  Document  Planet,  Inc.  in  a  reverse
triangular  merger. The Company,  through its wholly owned subsidiary,  provides
customized  digital  commercial   printing  services  using   telecommunications
technology.  The Company  enables  customers  to submit  proof and track  orders
online through standard web browser software.

2.  GOING CONCERN
The Company has incurred operating losses totaling  approximately  $5,680,000 at
September  30,  2002,  and has  significant  obligations  due and past due.  The
Company raised approximately  $1,500,000 in January 2001 from an investment fund
and closed on various other loans in 2002 of approximately $750,000.  Management
is  actively  seeking  other  forms  of  financing  to fund its  operations  for
subsequent periods.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and  classification  of  liabilities  that may result  from the  outcome of this
uncertainty.

Based on the above, there remains  substantial doubt about the Company's ability
to continue as a going  concern if the Company is not able to raise funds in the
near future.

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  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.

PRINCIPLES OF CONSOLIDATION
The consolidated  financial  statements  include the accounts of Solar Satellite
Communication,  Inc.  and its  wholly  owned  subsidiary,  DocumentPlanet,  Inc.
Inter-company  balances and transactions  have been  eliminated.  The historical
financial statements of DocumentPlanet, Inc. have been presented for the periods
prior to the reverse merger.

<PAGE>


3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FINANCIAL INSTRUMENTS
The carrying  value of the  Company's  financial  instruments,  including  cash,
accounts receivable, accounts payable, and notes payable, approximate their fair
value.

CONCENTRATION OF CREDIT RISK
Financial  instruments,  which potentially subject the Company to concentrations
of credit risk, include cash and accounts receivable.  The Company maintains its
cash as deposits with major  commercial  banks.  The Company  performs  periodic
evaluations of its customers' financial condition and generally does not require
collateral.  The Company  provides  allowances for its estimate of uncollectible
accounts receivable.

In 2001 and 2000, the  concentration of credit risk was distributed  evenly over
the total customer base. In 2002, 2001 and 2000, approximately 4.5%, 10% and 13%
of the Company's revenue was generated from a related party.

PROPERTY AND EQUIPMENT
Property  and  equipment  are  recorded  at  cost  and  are   depreciated  on  a
straight-line  basis over their  estimated  useful  lives of three to ten years.
Assets acquired under capital lease agreements are recorded at the lesser of the
net present value of lease  payments or the fair value of the property,  and are
amortized on a straight-line basis over the lease term.

Amortization  of capital leases is included in  depreciation  and  amortization.
Depreciation  and  amortization  expense was  $111,799  and $121,000 in 2002 and
2001, respectively.

INTERNALLY DEVELOPED SOFTWARE
The Company  accounts for the costs  associated with the development of internal
use software,  including website development,  under the provisions of Statement
of Position (SOP) 98-1, "Accounting for the Costs of Computer Software Developed
or Obtained for Internal Use",  and Emerging  Issues Task Force (EITF) Issue No.
00-2 Website Development Costs.

As of December  31,  2000,  the  Company  capitalized  costs  related to website
development  of $270,000.  During the period from March 11, 1999  (inception) to
December 31, 1999, the Company  expensed  $30,000 related to the discovery phase
of the website  development project and during the year ended December 31, 2000,
the  Company  expensed  $14,000  related to the  planning  phase of the  website
development project.

IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews the  recoverability  of long-lived assets whenever events or
changes in circumstances indicate that the carrying value of such assets may not
be  recoverable.  If the expected  future cash flows from the use of such assets
(undiscounted  without  interest  charges) are less than the carrying value, the
Company's  policy  is to record a  write-down  that is  determined  based on the
difference between the carrying value of the asset and the estimated fair value.


<PAGE>


3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION
The Company's revenues are derived from customized printing services. Revenue is
recognized  as the customer is invoiced for the services  provided in accordance
with the underlying  purchase order. The Company recognizes gross revenues under
the  provision of Emerging  Issues Task Force (EITF) Issue No. 99-19  "Recording
Revenue Gross as Principal vs. Net as an Agent".

SHIPPING AND HANDLING FEES
In September 2000, the EITF reached a final consensus on EITF 00-10, "Accounting
for Shipping and Handling  Fees and Costs".  This  consensus  requires  that all
amounts  billed to a customer  in a sale  transaction  related to  shipping  and
handling,  if any,  represent  revenue and should be classified as revenue.  The
Company  classifies  shipping  charges to customers as revenues and shipping and
handling costs as cost of revenues.

INCOME TAXES
The Company  accounts for income taxes using the  liability  method.  Under this
method,  deferred tax assets and liabilities are determined based on differences
between  financial  reporting  and tax bases of assets and  liabilities  and are
measured  using the enacted tax rates and laws expected to be in effect when the
differences are anticipated to reverse.

STOCK BASED COMPENSATION
Statement of Financial  Accounting Standards No. 123, Accounting for Stock-Based
Compensation  (SFAS No. 123),  allows  companies to either expense the estimated
fair value of stock options or to continue to follow the intrinsic  value method
set forth in APB Opinion 25,  Accounting for Stock Issued to Employees (APB 25),
but  disclose the pro forma  effects on net income  (loss) had the fair value of
the options been  expensed.  The Company has elected to continue to apply APB 25
in accounting for its stock option incentive plans and, accordingly,  recognizes
compensation  expense  for the  difference  between  the fair value of the under
lying common stock and the grant price of the options at the date of grant.

RESEARCH AND DEVELOPMENT
Research and development expenses are expensed in the period incurred.

INTERIM FINANCIAL INFORMATION
The  financial  statements  for the nine  months  ended  September  30, 2002 are
unaudited and include all  adjustments  which in the opinion of  management  are
necessary  for fair  presentation,  and  such  adjustments  are of a normal  and
recurring  nature.  The results for the nine months are not indicative of a full
year results.


<PAGE>



4.  SIGNIFICANT ACQUISITION

In December 2001, the Company completed a reverse  triangular merger whereby the
Company acquired  DocumentPlanet,  Inc. (DPI), a Delaware  corporation,  a print
marketing and management company,  through a newly formed Colorado  corporation,
also  named  Document  Planet,   Inc.,  whereby  the  Delaware  corporation  was
dissolved.  This  reverse  merger  is  accounted  for as a  recapitalization  of
Document Planet,  Inc. Under the terms of the agreement,  in exchange for all of
the outstanding  stock of DPI, the Company issued 3,603,788 shares of its common
stock and 582,973 shares of its Series B preferred stock to the  shareholders of
DPI. As a condition  of closing  the  agreement,  DPI  purchased  an  additional
242,636 shares of the Company's  common stock from Satellite  Investment  Group,
LLC,  the  controlling  shareholder  of the  Company,  for  $420,000  out of the
Company's cash.

5.  NOTES PAYABLE

LINE OF CREDIT
In June 2000, the Company  entered into a working  capital loan agreement with a
bank totaling $50,000.  Borrowings bear interest at 10.5% and are due on January
1, 2001. An outside board member  guaranteed the loan. In consideration  for the
guarantee,  the Company  granted a ten-year,  fully  vested  warrant to purchase
50,000  shares  of  common  stock  at an  exercise  price of  $1.28  per  share.
Additionally,  the Company granted similar warrants to purchase 10,000 shares of
common stock to the guarantor every 30 days beginning August 30, 2000, until the
loan was  repaid.  The total  number of shares  purchasable  under the  warrants
granted to the board member  pursuant to this agreement was 50,000.  The Company
valued these options using the  Black-Scholes  option pricing model and recorded
interest expense of $235,000. This loan was repaid in full in January 2001.

CONVERTIBLE NOTES PAYABLE
In August 2000, the Company received $276,750 from various investors in exchange
for convertible notes payable (the Notes).  The Notes bear interest at an annual
rate of 10% and are due on the earlier of 90 days or upon receipt of $500,000 in
funding.  The Notes are  convertible  into  shares of common  stock at $1.28 per
share. The Company made payments of $10,000 in 2000, with the balance being paid
in full in January 2001.

In conjunction with the convertible notes payable,  the Company issued five-year
warrants  to purchase  43,000  shares of common  stock at an  exercise  price of
$1.28.  The warrants are immediately  exercisable.  If the Notes are not repaid,
then for each  subsequent  90-day period in which the Notes remain  outstanding,
they  automatically  convert into loans with a term of 90 days,  and  additional
warrants  to purchase  common  stock will be  granted.  The Company  recorded an
aggregate  debt  discount  of  $120,430  for the value of the  warrants  and the
ability to convert at a discount from market  value.  The discount was amortized
over the 90 day term of the Notes.


<PAGE>


5.  NOTES PAYABLE (CONTINUED)

CONVERTIBLE NOTES PAYABLE (CONTINUED)
In November 2000, the Company issued an additional  43,000  warrants to purchase
common stock with similar terms as above upon renewal of the Notes.  The Company
valued these warrants using the Black-Scholes  option pricing model and recorded
a discount of $85,570.  The Company is  amortizing  the discount over the 90-day
term and has recorded $43,913 in interest expense in the year ended December 31,
2000.

In September 2002, the Company  obtained  approximately  $550,000 in convertible
promissory  notes. The $50,000  convertible note carries an interest rate of 10%
and is due on the earlier of September 30, 2003 or upon the closing of a private
placement or public offering of at least $5,000,000.  The note is convertible at
80% of market  price and has  detachable  warrants  for 39,962  shares of common
stock with an exercise price of $0.65.

The  $500,000  convertible  note  carries  an  interest  12% and is due upon the
earlier of March 15, 2003 or the  occurrence  of a financing  event in which the
Company  receives debt or equity capital in an amount of $ 2 million,  exclusive
of the current $2 million offering.  This note is convertible at $0.65 per share
and has detachable  warrants for 969,231 shares of common stock with an exercise
price of $0.65 per share.  This note has  senior  security  interest  in all the
Company's assets,  subordinate only to receivables financing. It is also secured
by 250,000 Preferred C shares, the certificate of which is held in escrow,  that
have voting  rights of 40 to 1. In the event of default the  investors  have the
right to appoint the Board of Directors.

ADVANCES ON SERIES B PREFERRED STOCK
In November  and December  2000,  the Company  obtained  funds in advance of the
issuance of shares under the Series B  Convertible  Preferred  Stock.  The total
amount advanced was $275,000.  On January 15, 2001, this amount was converted to
additional paid-in capital.

6.  RELATED PARTY TRANSACTIONS

NOTES PAYABLE - STOCKHOLDERS
During the year ended  December 31, 1999,  the company  received  $91,000 from a
stockholder in exchange for notes payable.  The notes payable bore interest at a
rate of 8% per annum and were due upon the receipt of any investment  capital by
the Company or at such times as was mutually agreed upon by the parties.  During
1999,  the Company made principal  payments  totaling  $40,000.  At December 31,
1999, the balance outstanding was $51,000. Accrued interest on the notes totaled
$856.  Additionally,  at December 31, 1999,  the Company had accrued  $44,000 in
expenses  incurred  by the  Company  paid for by a  stockholder  and  $84,000 of
deferred compensation.

In January 2000, the Company received an additional  $35,000 from the co-founder
in exchange for notes payable.  In June 2000,  the  co-founder  agreed to offset
$36,000 of the notes payable balance against a $150,000 subscription receivable.
At December 31, 2000, the balance outstanding was $50,000.  The amount was fully
paid in January 2001.


<PAGE>


6.  RELATED PARTY TRANSACTIONS (CONTINUED)

NOTES PAYABLE - STOCKHOLDERS (CONTINUED)
In June 2001, the other  co-founder  loaned the Company  $8,500.  In April 2002,
this  co-founder  agreed to settle the $8,500  balance of this loan by accepting
certain computer  equipment with a remaining book value  approximately  equal to
the loan balance.

Stockholders  loaned the Company $103,000 in December 2001. At December 31, 2001
and 2000,  respectively,  the Company had gross  demand notes  outstanding  with
shareholders  totaling  $363,000  and  $251,750.  Accrued  interest on the notes
totaled  $26,840 and $10,605.  $251,750  was repaid on January 16, 2001.  In the
first quarter of 2002, the relative of a director  loaned the Company $10,000 on
a short-term basis.

LINE OF CREDIT - RELATED PARTY
In April 2002, the Company entered into a $300,000 line of credit with an entity
50% owned by the CEO, who is a stockholder.  The interest rate is prime plus 1%,
with a 5% origination  fee. The lender also received 115,385 warrants for shares
of common  stock with an exercise  price of $0.65 per share.  At  September  30,
2002, $213,102 had been advanced under this facility.

SUBSCRIPTIONS RECEIVABLE
On June 1, 2000, a Settlement Agreement and Mutual Release was negotiated with a
stockholder.  The stockholder  executed a secured promissory note payable to the
Company for the  principle  amount of  $150,000  that is  non-interest  bearing,
payable in  twenty-four  months and secured by stock in the Company.  As part of
the agreement,  the stockholder  agreed to convert  accrued  expenses due to the
stockholder of $44,000 and transfer  loans due to the  shareholder of $36,000 as
payment  against the  promissory  note. An  additional  $60,000 in cash was paid
against the  promissory  note,  leaving a balance of $10,000 due at December 31,
2000.  This balance was  discounted  using a 10% interest  rate. The discount is
being amortized over the life of the note.

On June 1, 2000,  a  promissory  note  payable to the Company for the  principle
amount of $150,000 that is non-interest  bearing,  payable in twenty-four months
and  secured  by shares  in the  Company,  was  issued  by a key  executive  for
additional  paid-in capital.  The note was discounted using a 10% interest rate.
The discount is being amortized over the life of the note. This note was paid in
full in 2001.

CONVERTIBLE PROMISSORY NOTES
On August 29,  2001,  the Company  obtained  convertible  promissory  notes from
directors and individuals  totaling  $250,000 with interest payable at a rate of
12% per annum. In conjunction with these notes, 209,604 warrants were granted as
consideration under the convertible promissory note agreements.


<PAGE>

6.  RELATED PARTY TRANSACTIONS (CONTINUED)

The principal and any accrued,  but unpaid,  interest  under the note is due and
payable on the earlier of (1) March 20, 2002,  (2) upon the closing of financing
of  the  Company  of at  least  $3,000,000,  or  (3)  the  closing  of a  merger
transaction.  In December 2001, when the reverse merger closed, the note holders
agreed to an extension until March 20, 2002.

CONVERTIBLE PROMISSORY NOTES (CONTINUED)
The entire  principal and the accrued  interest of each note may be converted at
the option of the note holder.  The number of common stock to be issued shall be
equal to the number of shares  derived by the quotient  obtained by dividing the
outstanding  principal and accrued  interest  balance  amount of the note by the
lesser of 50% of the lowest price per share at which any merger  transaction  is
consummated during the term of the note, or $2.60 per share.

In March 2002,  the holders  agreed to negotiate a new  maturity  date for those
notes.  In June 2002, the holders agreed to extend the maturity date to December
31, 2002 in exchange for an additional 130,792 warrants for common stock with an
exercise price of $0.50 per share.

EMPLOYEE AGREEMENTS
The Company entered into two-year  employee  agreements with both co-founders of
the Company.  Both  employees  will receive  $96,000 for one year  commencing on
March 15, 1999 and will receive $120,000 in compensation for the second year.

One of the co-founders resigned in June 2000, and was released from the employee
agreement in exchange for a three-year  consulting  agreement totaling $42,000 a
year  commencing on June 1, 2000. As of December 31, 2000, the amount owed under
this consulting agreement was $24,500.

In addition,  the co-founder forgave deferred compensation of $116,000, of which
$84,000 was accrued at December 31, 1999.  The total  deferred  compensation  of
$116,000 was converted to additional paid-in capital as of December 31, 2000.

On January  15,  2001,  the  employee  agreement  for the other  co-founder  was
renegotiated  to a four-year term with all other  financial terms and conditions
remaining the same. In April 2002, the co-founder  resigned and agreed to simply
void the contract. He continues to act as interim Chief Technology Officer until
a replacement can be found.

In January  2000,  the  Company  signed a one-year  employee  agreement  with an
officer for compensation  totaling $90,000,  with the stipulation of an increase
to $120,000  upon the Company  successfully  raising in excess of  $2,500,000 in
capital.  An annual bonus of 50% of base salary was guaranteed in the first year
of  employment.  This officer  resigned on September 12, 2000 and on January 11,
2001,  entered  into a  Settlement  Agreement  and  Mutual  Release in which the
Company  agreed to buy all of the  shares  owned by this  officer  (30,000)  for
$50,000.  The  officer  has  vested in the right to  exercise  stock  options to
purchase 36,450 shares of the Company's common stock, and these remain vested to
the officer and subject to all terms and  conditions of the plan under which the
options were granted.


<PAGE>

<TABLE>

6.  RELATED PARTY TRANSACTIONS (CONTINUED)

In April 2002, the Company  entered into one year  agreements with a stockholder
and an officer to be the CEO and  President  and CFO.  These  officers  received
450,000 shares of common stock as  compensation,  valued at $225,000.  The value
was recorded as deferred  compensation  and is being  amortized over the life of
the  agreements.  For the nine months ended  September  30,  2002,  $241,350 was
amortized.

EMPLOYEE AGREEMENTS (CONTINUED)
In August  2002,  the Company  hired a new  president  for its  subsidiary  at a
starting  salary of $120,000  plus bonuses per year.  He also  received  250,000
warrants with an exercise price of $0.50 per share.

7.  COMMITMENTS

The Company leases certain  property and equipment under various  noncancellable
capital  leases.   It  also  leases  office  space  and  other  equipment  under
noncancellable  operating leases.  Rent expense for the years ended December 31,
2001  and  2000 for all  operating  leases  approximated  $50,000  and  $10,000,
respectively.  The Company is in default under all of its leases at December 31,
2001.

Minimum lease commitments are as follows:
                                                        CAPITAL             OPERATING
Year ending December 31:                                 LEASES               LEASES
                                                   ----------------------------------------
<S>                                                <C>                  <C>

         2002                                                $113,652              $12,770
         2003                                                  75,952                  570
         2004                                                  57,103                    0
         2005                                                  57,103                    0
         Thereafter                                                 0                    0
                                                   ----------------------------------------
Total minimum lease payments                                 $303,810              $13,340
                                                                        ===================
Less amounts representing interest                             58,556
                                                   -------------------
Present value of minimum lease payments                       245,254
Plus past-due payments                                         52,455
                                                   -------------------
Current portion                                              $297,709
                                                   ===================

</TABLE>

In May 2002, the Company returned  $281,254,  (original cost), of equipment to a
lessor.  The Company  recorded a contingent  liability of $115,000 related to an
expected  settlement.  The  remaining  lease  balance plus accrued  interest was
$233,845.  The  Company  recorded  a loss of  $162,409  on the  disposal  of the
equipment.

In August 2002, the Company  entered into a 2 1/2 year  sub-lease  agreement for
new office space.  Under the terms of the sub-lease,  the Company received three
months' free rent. The first year totals $76,980 or $6,415 per month, the second
year is $79,289 or $6,607 per month,  and the last eight  months are  $54,451 or
$6,806 per month.

<PAGE>

8.  STOCKHOLDERS' DEFICIT

COMMON STOCK
The Company has authorized  100,000,000  shares of $0.001 par value common stock
and 1,000,000 shares of $0.001 par value preferred stock.  Rights and privileges
of the preferred  stock are to be determined by the Board of Directors  prior to
issuance.  The Company had 4,433,788 and 582,973  shares of common and preferred
stock, respectively, issued and outstanding at December 31, 2001.

On March 11, 1999,  Document Planet,  Inc.,  (DPI),  awarded 1,500,000 shares of
common stock to the  founders of the Company at $.001 per share.  The amount was
recorded  as  compensation  expense of $1,500,  which was  included  in selling,
general and administrative expenses.

During  1999,  DPI sold or issued  to  various  employees  or  consultants  (for
services  rendered)  149,500  shares of common stock at purchase  prices ranging
from $.001 to $2.50 for $125,000 in cash and $218,750 in consulting services.

In January 2001,  30,000 shares of common stock were  repurchased and retired by
DPI in exchange for $50,000 in cash. In December 2001,  the remaining  1,620,000
shares of DPI common stock were exchanged for 3,240,000  shares of the Company's
common stock as part of the reverse  merger.  Prior to the reverse  merger,  the
Company has 1,072,636 shares of common stock issued and outstanding.

As part of the reverse merger, the Company repurchased 242,636 of its previously
outstanding shares of common stock for $420,000 in cash. In addition, as part of
the reverse merger,  the Company issued 363,788 of its common shares in exchange
for 100% of the Series A preferred stock of DPI then issued and outstanding.  In
the second quarter,  the Company issued  1,400,000 shares of common stock at par
value to a consulting  company for services  rendered  under an agreement  dated
November 13, 2001 related to the reverse merger. The Company also issued 450,000
shares of common stock valued at $225,000 under two employment agreements.

SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK OF DPI
On March 11, 1999, DPI authorized  2,000,000 shares of $.001 par value Preferred
Stock, of which 250,000 shares were designated "Series A Cumulative  Convertible
Preferred Stock" ("Series A Preferred Stock").

On October 29, 1999,  DPI issued  16,000  shares of Series A Preferred  Stock at
$6.25 per share in exchange for $100,000.

In 2000, DPI issued 59,000 shares of Series A Preferred Stock at $6.25 per share
in exchange  for $227,775 in cash (net of offering  costs),  $115,000 in website
development services, which were capitalized, and $2,500 in consulting services.


<PAGE>


8.  STOCKHOLDERS' DEFICIT (CONTINUED)

SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK OF DPI (CONTINUED)
Each holder of record of the Series A  Preferred  Stock is entitled to receive a
dividend equal to ten percent of the original subscription price paid per share,
per annum,  payable in the  aggregate on an annual  basis,  in cash or shares of
stock  (either  Series A  Preferred  Stock or Common  Stock),  or a  combination
thereof,  commencing on January 31, 2000 (pro rated for the first year) and each
anniversary  thereafter.  DPI may elect to withhold such dividends for any given
year.  Dividends  are  cumulative  and any such  dividends  not paid will accrue
without interest for the benefit of the holders of the Series A Preferred Stock.
Such accrued  dividends not sooner  distributed will be paid upon liquidation of
DPI or at such time as the Series A Preferred  Stock is  redeemed,  converted or
exchanged in a merger or reorganization. No dividends shall be declared and paid
upon or set aside for the common stock unless all accrued dividends with respect
to the Series A Preferred Stock have been distributed.  No dividends on Series A
Preferred  Stock or common  stock  have been  declared  from  inception  through
December 31, 2001.  Accumulated  undeclared  dividends on the Series A Preferred
Stock as of December 31, 2001 and 2000 are $32,257 and $37,713, respectively.

Shares of the  Series A  Preferred  Stock are  convertible  at the option of the
holder on a one-for-one basis,  subject to adjustment for dilution,  into shares
of common stock.  Each share of Series A Preferred  Stock will be  automatically
converted into common stock upon (1) the closing of an initial  public  offering
of securities of the  Corporation,  pursuant to a registration  statement  filed
with the Securities and Exchange  Commission with gross offering  proceeds of at
least $7,000,000,  or (2) upon a consolidation or merger of DPI with or into any
other Corporation, or (3) a merger of any other corporation into or with DPI, or
(4) a sale or transfer of all or  substantially  all of DPI's assets for cash or
securities,  or a  statutory  share  exchange in which  stockholders  of DPI may
participate, or (5) December 31, 2002.

Each share of Series A  Preferred  Stock has voting  rights  equal to the voting
rights of the common stock on an as if converted  basis.  Upon any  liquidation,
dissolution or winding up of DPI, whether voluntary or involuntary,  the holders
of record of shares of Series A Preferred  Stock shall be  entitled,  before any
distribution or payment is made upon  outstanding  shares of common stock, to be
paid an amount  equal to the Original  Issue Price,  plus any accrued but unpaid
dividends.  If, upon such  liquidation,  the assets to be distributed  among the
holders  of Series A  Preferred  Stock  shall be  insufficient  to  permit  such
payment, then the entire assets of DPI to be so distributed shall be distributed
ratably among the holders of Series A Preferred Stock.

Upon the issuance of Series B Cumulative  Convertible Preferred Stock, under the
terms of Series A  original  issuance,  the Series A was  repriced  from $6.25 a
share to $2.57 a share, resulting in the issuance of 107,394 additional Series A
shares.  As part of the  reverse  merger in  December  2001,  these  shares were
exchanged for 363,788 shares of the Company's common stock.



<PAGE>



8.  STOCKHOLDERS' DEFICIT (CONTINUED)

SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK
On January 11, 2001, DPI designated  582,973 shares of $.001 par value Preferred
Stock as "Series B Convertible Preferred Stock" ("Preferred B Stock).

On January 15, 2001,  DPI issued  582,973 shares of Preferred B Stock at $2.57 a
share for proceeds of $1,498,241 to a venture  capital firm partially owned by a
member of the Board of Directors.

In December  2001, as part of the reverse  merger,  the Company  issued  582,973
shares of its  preferred  stock,  designated as Series B, in exchange for all of
the then issued and outstanding Series B preferred shares of DPI. The rights and
privileges of the Company's Series B are the same as those of DPI's Series B.

Each  holder of the Series B  Convertible  Preferred  Stock shall be entitled to
receive  dividends,  cumulative from the date of the original  issuance,  at the
rate of 10% per  annum,  of the  original  issue  price  per  share of  Series B
Convertible  Preferred,  payable  to the  holders  of the  Series B  Convertible
Preferred Stock of record on an annual basis, in cash, commencing on January 11,
2001 and  each  anniversary  thereafter.  The  Company  may  elect  to  withhold
distribution  of such  dividends for any given year. Any dividends not paid will
accrue  without  interest for the benefit of the Series B Convertible  Preferred
stockholders.  No dividends shall be paid on the Preferred Stock (other than the
Series B  Convertible  Preferred  Stock)  or the  Common  Stock at any time when
shares of Series B Convertible Preferred Stock are outstanding.

Shares of the Series B  Preferred  Shares are  convertible  at the option of the
holder on a one-for-two basis,  subject to adjustment for dilution,  into shares
of  common  stock.  Each  share of  Series B  Preferred  Stock  and all  accrued
dividends  will  be  automatically  converted  into  common  stock  at the  then
effective  conversion  ratio upon the  occurrence of a qualified  initial public
offering of securities with gross offering proceeds of at least $25,000,000 at a
price per share of not less than $10.28.

Each share of Series B  Preferred  Stock has voting  rights  equal to the voting
rights of the Common  Stock on an as if  converted  basis.  Voting as a separate
class,  they  are  entitled  to  elect  a  director  of the  Company.  Upon  any
liquidation,  dissolution  or winding up of the  company,  whether  voluntary or
involuntary,  the holders of record of shares of Series B Preferred  Stock shall
be entitled,  before any  distribution or payment is made upon any stock ranking
on liquidation junior to the Series B Convertible Preferred Stock, to be paid an
amount  in cash  equal to the  greater  of (1)  $1.28  per  share  plus  accrued
dividends  unpaid,  or (2) such amount per share as would have been  payable had
each such share been converted to Common Stock.

WARRANTS
In addition to the warrants to purchase 186,000 shares of common stock issued in
connection  with various  notes  payable (see Note 5), DPI issued the  following
warrants:


<PAGE>


8.  STOCKHOLDERS' DEFICIT (CONTINUED)

WARRANTS (CONTINUED)
During the first six months of 2000, DPI issued fully vested,  ten-year warrants
to purchase  4,920  shares of common  stock with an exercise  price of $6.25 per
share to an existing stockholder for consulting services rendered.  The warrants
were valued using the  Black-Scholes  option  pricing model,  and  approximately
$28,000 in consulting expense was recorded.

In May 2000, DPI issued fully vested, ten-year warrants to purchase 8,623 shares
of common stock with an exercise  price of $6.25 per share to a  consultant  for
services  rendered.  The  warrants  were valued using the  Black-Scholes  option
pricing model, and approximately $49,000 in consulting expense was recorded.

In May 2000,  DPI issued  fully  vested,  ten-year  warrants to purchase  35,000
shares  of  common  stock  with an  exercise  price of $6.25 per share to bridge
lenders.  The warrants were valued using the Black-Scholes option pricing model,
and approximately $113,000 in financing expense was recorded.

In July 2000,  DPI issued fully vested,  five-year  warrants to purchase  35,000
shares of common  stock  with an  exercise  price of $6.25 per share to a bridge
lender.  The warrants were valued using the Black-Scholes  option pricing model,
and approximately $70,000 in financing expense was recorded.

DPI granted and approved the  issuance of 294,604  warrants on various  dates in
2001 to directors and outside parties.

As part of the reverse merger,  the Company issued  1,128,293  warrants with the
same  rights  and  privileges  in  exchange  for 100% of the then  existing  DPI
warrants.

In December 2001,  40,000 warrants were issued to a related party in conjunction
with a bridge loan.

In April and May 2002, the Company issued 115,385 warrants in conjunction with a
line of credit and 130,792  warrants in conjunction  with extending the due date
of an existing convertible promissory note.

In September, 2002, the Company issued 1,009,193 warrants with an exercise price
of $0.65 in conjunction with the new $550,000  convertible debt. A related party
received 1,169 warrants with an exercise price of $0.65 per share in conjunction
with this new debt.

The Company has not recorded any expense  related to the 2001 and 2002 warrants,
as it is currently  re-evaluating  the expense recorded in 1999 and 2000, due to
two repricings of the common stock.  If the Company  determines  that an expense
should be recorded, the Company intends to restate its financials at that time.


<PAGE>

<TABLE>

8.  STOCKHOLDERS' DEFICIT (CONTINUED)

STOCK OPTIONS
In July 2000,  DPI adopted the Stock Option  Incentive  Plan (the 2000 Plan) and
reserved 300,000 shares of common stock for issuance. The 2000 Plan provides for
the  granting  of  incentive  stock  options  and  non-qualified  options.  Only
employees can receive incentive stock options.

Options under the 2000 Plan may be granted for periods of up to ten years and at
prices which  approximate  the estimated fair value of the shares on the date of
grant,  as determined by the Board of Directors.  The Plan is  administered by a
committee appointed by the Board of Directors.  The exercise price for the stock
options  granted shall not be less than the fair value per share of common stock
on the date of such  grant for  incentive  stock  options  or, if  granted to an
individual who holds more than ten percent of common stock outstanding, not less
than 110% of such fair market  value per share and not less than 85% of the fair
value per share of common stock on the date of such grant for nonstatutory stock
options.

A summary of all of the stock option activity is as follows:

                                                                       YEAR ENDED DECEMBER 31,
                                              --------------------------------------------------------------------------

                                                             2001                                   2000
                                              --------------------------------------------------------------------------
                                                                     WEIGHTED                              WEIGHTED
                                                                     AVERAGE                               AVERAGE
                                                  SHARES             EXERCISE           SHARES             EXERCISE
                                                                      PRICE                                 PRICE
                                              --------------------------------------------------------------------------
<S>                                           <C>                                     <C>                  <C>

Outstanding at beginning of year                      92,450                               18,000                $ 4.35
   Granted                                            44,000                               74,450                $ 2.40
   Exercised                                               0                                    0                     0
   Cancelled                                               0                                    0                     0
                                              ---------------                         ------------
Outstanding at end of year                           136,450                               92,450                $ 2.78
                                              ===============                         ============
Exercisable at end of year                            92,450                               53,784                $ 2.89
                                              ===============                         ============
</TABLE>

The options outstanding at December 31, 2001 range in price from $0.01 per share
to $6.25 per share and have a weighted average remaining contractual life of 9.5
years.

DPI granted  62,450 of incentive  stock  options  below fair market  value.  The
Company  recorded  compensation  expense of $162,198 for the year ended December
31, 2000 related to the grant.


<PAGE>


DPI applies APB 25 in  accounting  for its stock  option plan and,  accordingly,
recognizes compensation expense for the difference between the fair value of the
underlying  common stock and the grant price of the option at the date of grant.
The effect of  applying  SFAS 123's fair value  method to the DPI's  stock-based
awards  results  in net  losses of  $2,129,973  and  $696,873  in 2001 and 2000,
respectively. The weighted average fair value of the options granted in 2000 and
1999,  used as a basis for the above pro forma  disclosures,  was  estimated  as
$4.47 and $1.74,  respectively,  as of the date of grant  using a minimum  value
method option pricing model with


8.  STOCKHOLDERS' DEFICIT (CONTINUED)

STOCK OPTIONS (CONTINUED)
the following assumptions:  dividend yield 0%, risk-free interest rate of 5% and
expected  lives of 8.5 years.  The effect of applying  SFAS 123 on 2000 and 1999
pro forma  net loss as stated  above is not  necessarily  representative  of the
effects on reported net losses for future years due to, among other things,  the
vesting  period of the stock  options  and the fair  value of  additional  stock
options in future years.

DPI granted and approved the issuance of 44,000 stock  options on various  dates
in 2001 to  employees  and outside  consultants,  with  strike  prices that were
considered  to  be  at  the  market,   therefore  no  compensation  expense  was
recognized.

As part of the reverse merger,  the Company issued 136,450 options with the same
rights and privileges,  in exchange for the then issued and outstanding  options
of DPI. The Company's stock option plan, approved in June 2001, reserved 400,000
shares of common  stock.  Although  the  options  have not been  amended for the
repricings of the common stock, the Company intends to do so in the near future.

SHARES RESERVED FOR ISSUANCE
At December 31, 2001, the Company has authorized the following  shares of common
stock for issuance upon  conversion of the Series B Preferred Stock and upon the
exercise of options and warrants:

Series B Preferred Stock                                1,165,946
Common stock options outstanding                          136,450
Common stock options available to grant                   263,550
Common stock warrants                                   1,168,293
                                                   ---------------
Total shares reserved for issuance                      2,734,239
                                                   ===============


9.  INCOME TAXES

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying amount of assets and  liabilities  for financial  reporting
purposes  and  the  amounts  used  for  income  tax  purposes.  The  significant
components  of the  Company's  deferred  income  taxes at December  31, 2000 and
December 31, 2001 are as follows:


<PAGE>

<TABLE>



9.  INCOME TAXES (CONTINUED)

Deferred tax assets:                                      2001                    2000
                                                    ------------------      ------------------
<S>                                                 <C>                     <C>

   Net operating loss carryforward                           $974,532                $429,263
   Start-up costs, net                                         46,257                  46,257
   Deferred compensation                                      327,644                 327,644
   Accrued vacation                                             5,963                   5,963
   Other                                                        2,073                   2,073
                                                    ------------------      ------------------
Total deferred tax assets                                   1,356,469                 811,200

Deferred tax liabilities:
   Amortization                                                19,848                   2,861
   Bad debts                                                      943                     949
   Fixed asset differences                                          0                       0
                                                    ------------------      ------------------
                                                               20,791                   3,810

Total deferred tax assets                                   1,335,678                 807,390
Valuation allowance                                       (1,335,678)               (807,390)
                                                    ------------------      ------------------
Net deferred tax asset                                             $0                      $0
                                                    ==================      ==================
</TABLE>


SFAS No. 109  requires a valuation  allowance  to reduce the deferred tax assets
reported if,  based on the weight of  evidence,  it is more likely than not that
some portion or all of the deferred tax assets will not be realized. At December
31,  2001,  the  Company is  uncertain  whether it will  realize  any future tax
benefit of its deferred tax assets.  Accordingly, a full valuation allowance has
been recorded against the deferred tax assets.

At September 30, 2002, the Company has available net operating loss carryforward
of $5,680,000 that expire in various years through 2021, if unused.



<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation.

Plan of Operations

         The  Company's  activities  are  substantially  conducted  through  its
subsidiary,  DocumentPlanet  Inc.  Document Planet is a start-up  company having
limited  sales.  The  Company is carrying on  activities  to acquire  additional
organizations that will add sales.

         The current operations of the Document Planet subsidiary of the Company
are providing management,  procurement services,  and logistics solutions to the
U.S.  commercial  print  market.  The Company has crafted an  integrated  system
combining  personal  customer  service and leading edge  technology  to meet the
needs of the corporate print buyer. Products and services include:

o    Customer  service  through three levels of customer  support,  including an
     account   representative,   a  project   manager  and  a  digital   service
     representative.

o    Prepress and technical support facilities where leading edge technology has
     been  integrated  into a seamless system to provide buyers control over the
     entire production process.

o    Extensive   production   capabilities   through  a  network  of   printers,
     representing a wide range of production processes.

o    State-of-the-art   on  line  tracking   systems  that  allow  print  buyers
     (customers)  to  procure  and manage  their  printed  materials,  using any
     Internet-enabled personal computer.

         These systems and processes should represent a significant  convenience
to print buyers, such as:

o    Convenient order placement.
o    Expedient communications.
o    Accurate fulfillment.
o    Single sourcing.
o    Control over production.
o    Accountability.
o    Internal financial controls.
o    Scalability.
o    Maintenance of history.
o    Cost savings.

         At the end of the third quarter, the Company hired Joseph A. Manganello
as President for the Document  Planet  subsidiary.  Mr.  Manganello  has been in
executive  management  positions in the  printing and graphic arts  industry for
over 30 years.  He brings to the Company a tremendous  breadth of  experience in
print  production and sales  management.  He has built sales  organizations  and
increased  revenue  and profit  margins,  most  recently  as General  Manager of
Printing and Digital Publishing with ABC Imaging Inc. Mr. Manganello's hiring is
an essential first step in the implementation of its business plan.

         At the beginning of the fourth quarter,  the Company hired Timothy Lane
as Vice President of Business  Development.  Mr. Lane has over twenty-five years
experience  in  printing  sales and  production  management.  He brings with him
annual  sales  volume of over $1  million,  from  customers  such as The  Ratner
Companies,   d/b/a/  The  Hair  Cuttery.   Mr.  Lane  will  be  responsible  for
strategically  directing  corporate  sales and marketing  activities,  including
further implementing the sales model with the Company's customers and production
partners.

<PAGE>

Liquidity and Capital Resources

         As of September 30, 2002, the Company had cash and cash  equivalents of
$75,933,  a decrease  of $12,215  from  December  31,  2001.  The  Company  lost
$1,228,024  from  operations.  An increase in working  capital,  primarily  from
accounts payable partially offset the loss. In April, the Company secured bridge
financing of $300,000  from B & H  Investments,  a firm whose  partners  include
Lawrence J. Hoffman, Chairman of the Company's Board of Directors. In September,
the Company raised $550,000 in a Secured Convertible Note Offering.

         The Company is  continuing  to raise  funds  under the private  Secured
Convertible  Note Offering.  The Company  expects to close on an additional $2.5
million by the end of December,  of which  $500,000 would be used to pay off the
$500,000  convertible  note  obtained  in  September.  This  financing  would be
sufficient to implement the Company's business strategy and for expected working
capital requirements through 2003.




<PAGE>


                                     Part II

Item 1.  Legal Proceedings

         There is one pending action  asserting a claim against  DocumentPlanet,
Inc., a wholly owned  subsidiary of the Company.  This action  relates to leased
equipment  which  the  Company  returned.  The  Company  recorded  a  contingent
liability of $115,000 related to the expected lawsuit.

         No other legal proceedings to which the Company is a party were pending
during the reporting period,  and the Company knows of no legal proceedings of a
material  nature,  pending or  threatened,  or  judgments  entered  against  any
director or officer of the Company in his capacity as such.


Item 2.  Changes in Securities and Use of Proceeds

         In the second quarter,  the Company issued  1,400,000  shares of common
stock at par  value to a  consulting  company  for  services  rendered  under an
agreement  dated  November 13, 2001.  The Company also issued  450,000 shares of
common stock valued at $225,000 under two employment agreements. There have been
no changes in the third quarter.


Item 3.  Defaults in Senior Securities

         None

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

         No matters were submitted  during the quarter ending September 30, 2002
to a vote of the Company's shareholders,  through the solicitation of proxies or
otherwise.

Item 5.  Other Information

         The Company filed a Transitional 10-KSB on April 16, 2002.

Item 6.  Exhibits and Reports on Form 8-K.

         The  following  Reports on Form 8-K were filed during the quarter ended
March 31, 2002:

Date Filed      Description
2/15/02         Form 8-K: Change in Certifying Accountants and Change in Fiscal
                Year End
2/20/02         Form 8-KA: Amendment to Merger Form 8-k, including financial
                statements of  Document Planet, Inc., the acquired subsidiary.


<PAGE>


SIGNATURES

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

                       Solar Satellite Communication, Inc.



By:      /s/ Linda A. Broenniman                     Date:  November 14, 2002
         -----------------------------------
         Linda A. Broenniman
         President, Chief Financial Officer,
         Treasurer and Secretary, Director