SOLAR SATELLITE COMMUNICATION, INC.
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                       For the quarter ended June 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:


           7926 Jones Branch Drive, Suite 330, McLean, Virginia 22102

          ------------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)

                           Issuer's Telephone Number:

                                 (703) 847-4600
                               -------------------



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

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  4,398,788 of
$.001 par value Common  Stock) was $0, as of June 30, 2002.  The stock price for
computation  purposes  was $-0-  based on the fact that  there is  presently  no
market  for  the  Company's  securities.  This  value  is not  intended  to be a
representation as to the value or worth of the Company's shares of Common Stock.
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 6,283,788 shares of the Company's Common Stock outstanding as
of June 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 ANNUAL REPORT ON FORM 10-KSB

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
                                                                            Six Months Ended        Year Ended
                                                                             June 30, 2002      December 31, 2001
                                                                          --------------------- --------------------
      ASSETS                                                                  (unaudited)
<S>                                                                       <C>                   <C>

CURRENT ASSETS
   Cash                                                                                $11,816              $88,148
   Accounts receivable, net of allowance for doubtful accounts of $2,806
     and $1,477, respectively                                                           61,180               38,048
   Accounts receivable - related parties                                                 5,722                7,956
   Prepaid expenses and other current assets                                             3,858                  106
                                                                          --------------------- --------------------
            Total Current Assets                                                        82,576              134,258
                                                                          --------------------- --------------------

PROPERTY AND EQUIPMENT
   Computer software and hardware                                                       66,611               66,611
   Internally developed software                                                       270,000              270,000
   Computer hardware under capital leases                                              116,194              417,268
   Leasehold improvements                                                               14,420               14,420
                                                                          --------------------- --------------------

   Subtotal property and equipment                                                     467,225              768,299
   Less: Accumulated depreciation and amortization                                   (310,774)            (241,929)
                                                                          --------------------- --------------------

            Total Property and Equipment                                               156,451              526,370
                                                                          --------------------- --------------------

OTHER ASSETS
   Other                                                                                 7,307                7,307
                                                                          --------------------- --------------------
            Total Other Assets                                                           7,307                7,307
                                                                          --------------------- --------------------

Total Assets                                                                          $246,334             $667,935
                                                                          ===================== ====================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Accounts payable:
      Trade                                                                           $319,050             $368,741
      Related party                                                                    115,784               24,870
   Accrued payroll liabilities                                                          91,434               55,637
   Accrued expenses:
      Trade                                                                             63,336               62,425
      Related party                                                                    108,912               90,914
      Interest                                                                          38,430               26,840
   Current portion of capital lease obligation                                          84,504              297,708
   Convertible notes payable - related parties, net of discount of $0
     and $38,473                                                                       551,824              250,000
   Short-term from stockholders                                                              0              113,000
   Line of credit                                                                       10,000                    0
                                                                          --------------------- --------------------
            Total Current Liabilities                                                1,383,274            1,290,135
                                                                          --------------------- --------------------

Capital lease obligation, net of current portion                                       115,000                    0
                                                                          --------------------- --------------------

Total Liabilities                                                                    1,498,274            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                                                        3,889,513            3,833,713
   Subscriptions receivable                                                            (8,670)              (8,670)
   Accumulated deficit                                                             (5,139,650)          (4,452,260)
                                                                          --------------------- --------------------

Total stockholders' equity (deficiency)                                            (1,251,940)            (622,200)
                                                                          --------------------- --------------------
Total liabilities and stockholders' equity (deficiency)                               $246,334             $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                  Six Months Ended
                                                                    June 30,                           June 30
                                                        ---------------------------------  ---------------------------------
                                                               2002              2001             2002              2001
                                                        ----------------  ---------------  ----------------  ---------------
<S>                                                     <C>               <C>              <C>               <C>

Revenues:
   Trade                                                        $72,563          $51,651          $127,004          $87,527
   Related parties                                                1,810            5,046             7,804           10,868
                                                        ----------------  ---------------  ----------------  ---------------

            Total revenues                                       74,373           56,697           134,808           98,395

Cost of sales                                                    66,328           42,919           103,361           79,120
                                                        ----------------  ---------------  ----------------  ---------------
Gross profit                                                      8,045           13,778            31,447           19,275

Operating expenses
   Selling, general and administrative                          270,405          371,218           524,655          852,258
   Professional fees - related party                              9,000           28,085            18,000           28,085
   Stock-based compensation                                           0                0                 0                0
   Research and development                                           0                0                 0                0
                                                        ----------------  ---------------  ----------------  ---------------
            Total operating expenses                            279,405          399,303           542,655          880,343
                                                        ----------------  ---------------  ----------------  ---------------
Loss from operations                                          (271,360)        (385,525)         (511,208)        (861,068)

Other income (expense):
   Interest income                                                    2                0                39                0
   Interest expense - monetary                                 (17,669)          (8,196)          (34,801)         (17,749)
   Interest expense - non-monetary                                    0                0                 0         (41,657)
   Bad debt expense                                             (5,890)              356           (6,398)                0
   Loss on disposal of assets                                 (135,022)                0         (135,022)                0
                                                        ----------------  ---------------  ----------------  ---------------
             Total other income (expense)                      (158,579)          (7,840)         (176,182)         (59,406)
                                                        ----------------  ---------------  ----------------  ---------------
 Net (loss)                                                   $(429,939)       $(393,365)        $(687,390)       $(920,474)
                                                        ================  ===============  ================  ===============
Net loss per weighted average share                           $ (0.068)        $ (0.243)         $ (0.109)        $ (0.568)
                                                        ================  ===============  ================  ===============
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       224,550              0             0       226,400
   Deferred compensation                 0        0             0         0     (168,750)              0             0     (168,750)
   Net loss                              0        0             0         0             0              0     (687,390)     (687,390)
                                 ------------------- ----------------------- ---------------------------- ------------- ------------

ENDING BALANCE,
June 30, 2002 (unaudited)          582,973     $583    $6,283,788    $6,284    $3,889,513       $(8,670)  $(5,139,650)  $(1,251,940)
                                 =================== ======================= ============================ ============= ============
</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)
                                                                                      Six Months Ended June 30,
                                                                                  ----------------------------------
                                                                                       2002              2001
                                                                                 ----------------- -----------------
<S>                                                                              <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                               $(687,390)        $(920,474)
Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                          33,220            80,462
    Stock-based compensation                                                               57,650                 0
    Bad debt expense                                                                        6,398                 0
    Interest expense - non-monetary                                                             0            41,657
    Contributed services                                                                        0                 0
    Amortized discount on subscription receivable                                               0                 0
    Loss on disposal of assets                                                            135,022                 0
Changes in operating assets and liabilities, net of effects of acquisition:
    Accounts receivable - trade                                                          (24,461)           (8,246)
    Accounts receivable - related party                                                     2,234                 0
    Prepaid expenses and other assets                                                     (3,752)             (326)
    Accounts payable - trade                                                             (49,691)            25,074
    Accounts payable - related party                                                       90,914                 0
    Accrued payroll liabilities                                                            35,797            17,922
    Accrued interest                                                                       11,590          (59,684)
    Accrued expenses - trade                                                                  911                 0
    Accrued expenses - related party                                                       17,988                 0
                                                                                 ----------------- -----------------

Net cash used in operating activities                                                   (373,570)         (823,615)
                                                                                 ----------------- -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                                                          0          (89,700)
                                                                                 ----------------- -----------------

Net cash used in investing activities                                                           0          (89,700)
                                                                                 ----------------- -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Cash acquired in reverse merger                                                             0                 0
    Proceeds from bank overdraft                                                                0             1,189
    Receipt of subscriptions receivable                                                         0           125,000
    Proceeds from issuance of common stock                                                      0                 0
    Repurchase of common stock                                                                  0          (50,000)
    Proceeds from issuance of preferred stock                                                   0         1,174,341
    Proceeds of notes payable - related parties                                           301,824                 0
    Payments on notes payable - related parties                                                 0         (228,624)
    Payments on capital lease obligations                                                (14,586)          (36,922)
    Contributed capital                                                                         0                 0
    Payments on notes payable - other                                                           0          (65,000)
    Proceeds from line of credit                                                           10,000                 0
    Payments on line of credit                                                                  0          (50,000)
                                                                                 ----------------- -----------------

Net cash provided by financing activities                                                 297,238           869,984
                                                                                 ----------------- -----------------

Changes in cash                                                                          (76,332)          (43,331)

Cash at beginning of period                                                                88,148            43,331
                                                                                 ----------------- -----------------

Cash at end of period                                                                     $11,816                $0
                                                                                 ================= =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid in cash                                                                      $0                $0
                                                                                 ================= =================
NON-CASH FINANCING ACTIVITIES:
    Fixed assets acquired by capital lease                                                     $0          $219,168
                                                                                 ================= =================
    Assets acquired by issuance of common stock                                                $0                $0
                                                                                 ================= =================
    Conversion of accrued compensation to contributed capital                                  $0                $0
                                                                                 ================= =================
    Conversion of Series B preferred stock advance to contributed capital                      $0          $275,000
                                                                                 ================= =================

</TABLE>

     The accompanying notes are an integral part of the financial statements

                                      F-5

<PAGE>


                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information  with  regard to the six  months  ended  June 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.
Accordingly,  as of August 1, 2001,  the  Company  was  considered  to be in the
development stage, as defined in Financial  Accounting Standards Board Statement
No. 7. 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  $5,083,000 at
June 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 2001 of  approximately  $363,000 and a $300,000
line of credit loan in April 2002. 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.



                                      F-6

<PAGE>

                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENT

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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 5.8%, 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 $33,220 and $39,911 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.


                                      F-7

<PAGE>

                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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.


                                      F-8

<PAGE>


                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INTERIM FINANCIAL INFORMATION

The  financial  statements  for the six months ended June 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 six months are not indicative of a full year results.

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.

In  addition,  200,000  shares of the  Company's  common  stock is being held in
escrow  for no more  than two  years.  The  release  of the  escrowed  shares is
contingent  upon official  notice of issuance for quotation on Nasdaq or the OTC
Bulletin  Board and having raised  $1,500,000  in additional  capital by sale of
Company common stock or otherwise.


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  $2.57  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.







                                      F-9

<PAGE>

                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.  NOTES PAYABLE (CONTINUED)

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 $2.57 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
$2.57.  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.

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.

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.


                                      F-10

<PAGE>

                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.  RELATED PARTY TRANSACTIONS (CONTINUED)

NOTES PAYABLE - STOCKHOLDERS (CONTINUED)

In June 2001,  a  co-founder  loaned the  Company  $8,500.  In April  2002,  the
co-founder  agreed to settle  the  $8,500  loan by  accepting  certain  computer
equipment with a remaining book value approximately equal to the loan balance.

Stockholders loaned the Company $10,000, $158,000, $92,000 and $103,000 in July,
August, October and 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 an officer 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 acting 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 June
30, 2002, $127,324 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. $140,000 of this note
has been paid 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.



                                      F-11

<PAGE>

                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.  RELATED PARTY TRANSACTIONS (CONTINUED)

CONVERTIBLE PROMISSORY NOTES (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.

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 550,000  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.

                                      F-12

<PAGE>

<TABLE>

<CAPTION>


                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.  RELATED PARTY TRANSACTIONS (CONTINUED)
EMPLOYEE AGREEMENTS (CONTINUED)

In April 2002, the Company  entered into one year  agreements with a stockholder
and officer to be the Acting CEO and another officer to be Acting  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 three months ended June 30,
2002, $56,250 was amortized.

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.

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.



                                      F-13

<PAGE>

                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENT

7.  STOCKHOLDERS' DEFICIT (CONTINUED)

COMMON STOCK (CONTINUED)

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.

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

                                      F-14

<PAGE>

                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.  STOCKHOLDERS' DEFICIT (CONTINUED)

SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK OF DPI (CONTINUED)

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.

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.

                                      F-15

<PAGE>

                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.  STOCKHOLDERS' DEFICIT (CONTINUED)

SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK (CONTINUED)

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:

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.





                                      F-16

<PAGE>

                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.  STOCKHOLDERS' DEFICIT (CONTINUED)

WARRANTS (CONTINUED)

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 550,000  warrants in conjunction  with extending the due date
of an existing convertible promissory note.

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.

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.



                                      F-17

<PAGE>

<TABLE>

<CAPTION>

                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.  STOCKHOLDERS' DEFICIT (CONTINUED)

STOCK OPTIONS (CONTINUED)

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>              <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.

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 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.




                                      F-18

<PAGE>

<TABLE>

<CAPTION>

                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.  STOCKHOLDERS' DEFICIT (CONTINUED)

STOCK OPTIONS (CONTINUED)

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:

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>

                                      F-19

<PAGE>


                       SOLAR SATELLITE COMMUNICATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.  INCOME TAXES (CONTINUED)

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 June 30, 2002, the Company has available net operating loss  carryforward  of
$5,140,000 that expire in various years through 2021, if unused.

















                                      F-20

<PAGE>




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

Plan of Operations

         The Company's activities are substantially conducted through its wholly
owned  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.



<PAGE>



Liquidity and Capital Resources

         As of June 30,  2002,  the  Company  had cash and cash  equivalents  of
$11,816, a decrease of $76,332 from December 31, 2001. The Company lost $687,390
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.

         As of June 30, 2002,  the Company's  cash is  insufficient  for current
needs.  The  Company is in the  process of raising $3 million  through a private
Secured Convertible Note Offering with Detachable Warrants. This financing would
be  sufficient to implement  the  Company's  business  strategy and for expected
working capital  requirements  through 2002. The Company is also exploring other
financial alternatives outside the scope of the private Secured Convertible Note
Offering.















<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 settlement.

         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

         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.


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 June 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:  August 14, 2002
         -----------------------------------
         Linda A. Broenniman
         President, Chief Financial Officer,
         Treasurer and Secretary, Director