U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


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

                      For Fiscal Year Ended: June 30, 2002

                                       or

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

                        For the transition period from To


                         Commission file number 0-21376

                            Phoenix Media Group, Ltd.
                 (Name of small business issuer in its charter)

           Nevada                                          33-0714007
          --------                                        ------------
 State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization                         Identification No.)

             290 East Verdugo, Suite 207, Burbank, California 91502
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


Issuer's telephone number                      (818)-563-3900
                                              ---------------

Securities registered under Section 12(b) of the Act:  NONE
Securities registered under Section 12(g) of the Act:

                         Common Stock, $0.001 Par Value
                                (Title of class)

     Convertible  Preferred  Series A,  $0.01 Par Value
                                (Title of class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of

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<PAGE>



     the Exchange Act during the past 12 months (or for such shorter period that
the registrant  was required to file such reports),  and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
                                                  ---  ---

     Check if there is no disclosure of delinquent  filers  pursuant to Item 405
of  Regulation  S-B is not  contained in this form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB. [ X ]

       State issuer's revenues for its most recent fiscal year. $ 107,385
                                                                 ---------

     As of October 7, 2002,  there  were  7,410,649  shares of the  Registrant's
common stock,  par value $0.001,  issued and  outstanding.  The aggregate market
value of the Registrant's  voting stock held by non-affiliates of the Registrant
was approximately $288,491 computed at the closing price as of October 7, 2002.


                       DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference,  briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"): NONE

      Transitional Small Business Disclosure Format (check one): Yes ; NO X
                                                                   ---   ---





















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                                TABLE OF CONTENTS


Item Number and Caption                                                     Page
-----------------------                                                    -----

PART I

Item 1.        Description of Business.........................................4

Item 2.        Description of Property.........................................6

Item 3.        Legal Proceedings...............................................7

Item 4.        Submission of Matters to a Vote of Security Holders.............7


PART II

Item 5.        Market for Common Equity and Related Stockholder Matters........7

Item 6.        Management's Discussion and Analysis or Plan of Operations......8

Item 7.        Financial Statements...........................................12

Item 8.        Changes in and Disagreements With Accountants on Accounting and
               Financial Disclosure...........................................12

PART III

Item 9.        Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act..............12

Item 10.       Executive Compensation.........................................14

Item 11.       Security Ownership of Certain Beneficial Owners and Management.14

Item 12.       Certain Relationships and Related Transactions.................15

Item 13.       Exhibits and Reports on Form 8-K...............................15







                                              3

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                                     PART I


                         ITEM 1 DESCRIPTION OF BUSINESS


General

     The  Company  was  formed for the  purpose of  creating a vehicle to obtain
capital  to  seek  out,  investigate  and  acquire  interests  in  products  and
businesses  which may have potential for profit.  The Company's  objective is to
become a major player in the communications  industry with an emphasis on radio,
television and Internet services.

Principal  Products or  services - The  development,  publication,  manufacture,
design and sale of books and toys in the image of or  otherwise  relating to the
character Manfred Moose(TM).

Status of any publicly  announced  new product or service - In Fiscal Year 1999,
the Company  announced the development of the Manfred  Moose(TM)  Millenium Doll
and the book  "Manfred  Moose(TM)  Flies to Hong Kong." Both  products have been
completed and are being sold in the manner described above.

Competitive  business  conditions  and  issuer's  competitive  position  in  the
industry  and  methods  of  competition  -  Regarding  Manfred  Moose(TM),   the
competition is substantial  including several major  corporations.  Our relative
position in the industry is very small.

Sources and availability of raw materials and the names of principal suppliers -
Not Applicable.

Dependence on one or a few major customers - Not Applicable.

     The  Company's  common  stock is  traded  on the  National  Association  of
Security  Dealers,  Inc.  (the  "NASD's")  OTC  Bulletin  Board Under the symbol
"PXMG."


History

     The Company was  organized  under the laws of the State of Utah on December
5, 1985 as Bullseye  Corp.  On June 22, 1992 the name of the Company was changed
to Natural  Solutions,  Ltd. and the corporate domicile was changed to the State
of Nevada.  On March 25,  1994,  the Company  name was changed to Phoenix  Media
Group,  Ltd. Its authorized  capital stock is 50,000,000 shares of common stock,
par value $0.001 per share.

     The executive offices of the Company are located at 290 East Verdugo, Suite
207, Burbank, California 91502. Its telephone number is (818)-563-3900.



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OPERATING LOSSES

     The Company has incurred net losses of approximately $87,000 for the fiscal
year ended June 30, 2002. Such operating losses reflect  developmental and other
start-up  activities  relating to the character Manfred  Moose(TM).  The Company
expects to incur losses in the near future until profitability is achieved.  The
Company's  operations are subject to numerous risks associated with establishing
any new business, including unforeseen expenses, delays and complications. There
can be no  assurance  that  the  Company  will  achieve  or  sustain  profitable
operations or that it will be able to remain in business.

FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING

     Revenues  are  not  yet  sufficient  to  support  the  Company's  operating
expenses.  Since the  Company's  formation,  it has  funded its  operations  and
capital  expenditures  primarily  through private  placements of debt and equity
securities.  See "Recent Sales of Unregistered  Securities." The Company expects
that it will be required to seek additional  financing in the future.  There can
be no  assurance  that such  financing  will be available at all or available on
terms acceptable to the Company.

GOVERNMENT REGULATION

     The  Company is subject to all  pertinent  Federal,  State,  and Local laws
governing its business.  The Company is subject to licensing and regulation by a
number of authorities in its State or  municipality.  These may include  health,
safety,  and fire  regulations.  The  Company's  operations  are also subject to
Federal and State minimum wage laws governing such matters as working conditions
and overtime.

RISK OF LOW-PRICED STOCKS

     Rules 15g-1 through 15g-9 promulgated under the Securities  Exchange Act of
1934 (the "Exchange  Act") impose sales practice and disclosure  requirements on
certain  brokers  and dealers who engage in certain  transactions  involving  "a
penny stock."

     Currently,  the  Company's  Common  Stock is  considered  a penny stock for
purposes of the  Exchange  Act. The  additional  sales  practice and  disclosure
requirements imposed on certain brokers and dealers could impede the sale of the
Company's  Common  Stock  in the  secondary  market.  In  addition,  the  market
liquidity for the Company's securities may be severely adversely affected,  with
concomitant adverse effects on the price of the Company's securities.

     Under the penny stock  regulations,  a broker or dealer selling penny stock
to  anyone  other  than  an  established   customer  or  "accredited   investor"
(generally,  an  individual  with net worth in excess  of  $1,000,000  or annual
incomes  exceeding  $200,000,  or $300,000 together with his or her spouse) must
make a special suitability  determination for the purchaser and must receive the
purchaser's  written consent to the transaction prior to sale, unless the broker
or dealer or the transaction is otherwise exempt.  In addition,  the penny stock
regulations require the broker or dealer

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to deliver,  prior to any  transaction  involving a penny  stock,  a  disclosure
schedule prepared by the Securities and Exchange Commission (the "SEC") relating
to the penny stock  market,  unless the broker or dealer or the  transaction  is
otherwise  exempt.  A broker or dealer is also required to disclose  commissions
payable to the broker or dealer and the  registered  representative  and current
quotations for the  Securities.  In addition,  a broker or dealer is required to
send monthly statements  disclosing recent price information with respect to the
penny stock held in a  customer's  account and  information  with respect to the
limited market in penny stocks.

LACK OF TRADEMARK AND PATENT PROTECTION

     The  Company  relies  on a  combination  of  trade  secret,  copyright  and
trademark  law,  nondisclosure  agreements  and technical  security  measures to
protect  its  products.  The  Company  holds a  trademark  on the  name  Manfred
Moose(TM) and copyrights on several Manfred  Moose(TM)  images.  Notwithstanding
these  safeguards,  it is possible for  competitors of the company to obtain its
trade secrets and to imitate its products. Furthermore, others may independently
develop  products  similar  or  superior  to those  developed  or planned by the
Company.

COMPETITION

     The  Company  faces  competition  from  a  wide  variety  of  entertainment
distributors,  many of which have substantially greater financial, marketing and
technological resources than the Company.

     Regarding radio and television commercials and infomercials, the Company is
faced with  significant  competition.  The  Company's  relative  position in the
industry is small.

     Regarding  Manfred  Moose(TM),  the  competition is  substantial  including
several major corporations. Our relative position in the industry is very small.

EMPLOYEES

     As of October 7, 2002, the Company has 4 employees,  of which, two are full
time.


                         ITEM 2 DESCRIPTION OF PROPERTY

     The Company  maintains an office  condominium  at 290 east Verdugo  Avenue,
Suite 207,  Burbank  California.  The property was  purchased for $75,000 and is
being amortized over 39 years.  The property is subject to a first mortgage with
monthly payment of $393.36 over 30 years at 8.75%.

     In the  opinion of  management,  all  properties  owned by the  Company are
adequately insured.





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<PAGE>




                            ITEM 3 LEGAL PROCEEDINGS

     The Company is not engaged in any legal proceedings other than the ordinary
routine litigation incidental to its business operations, which the Company does
not  believe,  in the  aggregate,  will have a  material  adverse  effect on the
Company, or its operations.


                        ITEM 4 SUBMISSION OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS

     No matters were subject to a vote of security  holders during the year June
30, 2002.


                                     PART II

                       ITEM 5 MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     The stock is traded  over-the-counter  with the trading symbol "PXMG".  The
following high and low bid information was provided by PC Financial Network. The
quotations  provided  reflect  inter-dealer  prices,   without  retail  mark-up,
mark-down or commission and may not represent actual transactions.


                       2001                          HIGH BID       LOW BID

First Quarter (09/30/00)                              $0.500        $0.250
Second Quarter (12/31/00)                             $0.500        $0.062
Third Quarter (03/31/01)                              $0.297        $0.070
Fourth Quarter (06/30/01)                             $0.500        $0.200

                       2002

First Quarter (09/30/01)                              $0.240        $0.100
Second Quarter (12/31/01)                             $0.110        $0.040
Third Quarter (03/31/02)                              $0.080        $0.040
Fourth Quarter (06/30/02)                             $0.080        $0.020




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<PAGE>



DIVIDENDS

     The Company has not paid any cash dividends to date and does not anticipate
paying  dividends  in the  foreseeable  future.  It is the present  intention of
management to utilize all available  funds for the  development of the Company's
business.

     The number of  shareholders  of record of the Company's  Common Stock as of
October 7, 2002 was approximately 800.


RECENT SALES OF UNREGISTERED SECURITIES

     No shares of stock were sold or issued during the year ended June 30,



                       ITEM 6 MANAGEMENT'S DISCUSSION AND
                         ANALYSIS OR PLAN OF OPERATIONS

FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE

When used in this Form 10-KSB,  the words  anticipated,  estimate,  expect,  and
similar expressions are intended to identify  forward-looking  statements.  Such
statements are subject to certain risks, uncertainties and assumptions including
the  possibility  that the Company's will fail to generate  projected  revenues.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those anticipated, estimated or projected.

General

     The following discusses the financial position and results of operations of
the Company.

     Significantly  all of the  Company's  revenues  came from its resale of air
time to its customers.  That was the Company's principle service provided during
fiscal 2002. Revenues from sales of items associated with Manfred Moose(TM) were
negligible.  At the present time, approximately twelve percent of customers with
six month contracts renew their contracts while approximately  twenty percent of
customers with three month contracts renew their contracts. Although the Company
provides  service to its customers with repeat  business,  there is no assurance
that such customers will maintain or increase the level of volume of business of
the Company.

     The  Company  produces a weekly  radio talk show which it  produces  in its
Burbank  offices.  The Company  purchases air time from four radio  stations and
resells the air time to customers  seeking to advertise their goods and services
during the program.  The Company has been  producing its radio show for over two
years. The companies which sponsor the talk show through their

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purchase of air time can play their own previously produced  commercials or have
the Company provide the commercial for broadcast during the show.

Results of Operations - The following table set forth,  for the years ended June
30, 2002 and 2001,  certain  items from the  Company's  Condensed  Statements of
Operations expressed as a percentage of net sales.


                                           2002            2001
                                      --------------- ---------------

Sales, Net                                    100.0%          100.0%
Cost of Sales                                  46.7%           37.8%
                                      --------------- ---------------

Gross Margin                                   53.3%           62.2%

Operating Expenses                            122.2%          173.9%
                                      --------------- ---------------

Operating Income (Loss)                       (68.9)%        (111.7)%

Other Income (Expense), Net                   (11.7)%          (6.5)%
                                      --------------- ---------------

Income (Loss) Before Income Taxes             (80.6)%        (118.2)%

Income Taxes                                    0.7%            0.5%
                                      --------------- ---------------

Net Income (Loss)                             (81.3)%        (118.7)%
                                      =============== ===============


Net Sales

     Net  sales  for  Fiscal  2002   compared  to  Fiscal  2001   decreased   by
approximately $28,000 or 21%. This decrease was due to the slowing economy.

Cost of Sales

     Cost of sales for Fiscal 2002 decreased approximately $1,100 or 2% compared
to Fiscal 2001.  As a percentage  of sales,  cost of sales  increased  8.9% from
37.8% to 46.7%.  This  decrease in cost of sales was due to the slowing  economy
and decreasing sales.

Operating Expenses

     Operating expenses during Fiscal 2002 decreased  approximately  $104,000 or
44.3%  compared to Fiscal 2001 from  $235,625 to $131,275.  As a  percentage  of
sales,  operating expenses decreased 51.7% from 173.9% to 122.2%.  This decrease
in operating  expenses is attributable to decreased sales and business  activity
due to slowing economy.


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Liquidity and Capital Resources

     The Company  requires working capital to fund its current  operations.  The
Company has  budgeted  its  anticipated  revenue and cash  flows,  after  paying
expenses,  from its  sale of  radio  air  time to  provide  for its  anticipated
expenditures  to fund  development of the Manfred  Moose(TM)  project until such
time as the Company begins to receive revenue from Manfred  Moose(TM)  projects.
If the Company's revenues decline below present or projected levels, the Company
may have to scale back its  operations  and its proposed  development of Manfred
Moose(TM)  to  accommodate  the  resulting  shortfall  in  revenues  to fund its
projects. Generally the Company has adequate funds for its activities. There are
no formal commitments from banks or other lending sources for lines of credit or
similar short-term borrowing. It is anticipated that the current operations will
expand  and the funds  generated  will  exceed  the  Company's  working  capital
requirements for the next year.

     The  Company  has long term  goals to  further  develop  Manfred  Moose(TM)
merchandise  and products over the next twelve month period and expects that the
projects it currently has in  development  will require  approximately  $150,000
over the next twelve months.  The Company  believes that its operations  will be
able to  provide  the funds for these  development  costs  over the next  twelve
months. The Company anticipates that ultimately, these development costs will be
recouped through the eventual sales of the various products being developed.  If
revenues are not  sufficient  to fund its  operations,  the Company will need to
seek  alternative  sources of financing  either through loans or through raising
capital. There are no formal commitments from banks or other lending sources for
lines of credit or similar short-term borrowing. There can be no assurances that
the  Company  will be able to  obtain  alternative  financing  through  loans or
capital and the  Company has no  commitments  for either type of  financing.  If
alternative financing is not available, then the Company will be forced to scale
back its  proposed  operations  and  perhaps  be forced to abandon  its  Manfred
Moose(TM)  projects or delay it  significantly.  The  Company's  lack of current
assets would be a factor to be considered  by potential  lenders or investors in
deciding whether or not to loan money to or invest in the Company.

     The  Company  requires  working  capital  principally  to fund its  current
operations.  Generally the Company has adequate funds for its activities.  There
are no formal  commitments  from  banks or other  lending  sources  for lines of
credit or similar  short-term  borrowing.  It is  anticipated  that the  current
operations will expand and the funds generated will exceed the Company's working
capital requirements for the next year.

     The  Company  generates  and uses  cash  flows  through  three  activities:
operating, investing, and financing. During 2002, operating activities used cash
of approximately  $34,000 as compared to net cash used of approximately  $82,000
for 2001. Much of this decrease in attributable to the slowing economy.

     Cash flows used in investing activities is primarily due to the acquisition
of  approximately  $20,000 of video  equipment,  office furniture and automotive
equipment for 2001. During 2002 investing activities used no cash.

     Financing  activities used  approximately  $4,400 in principle  payments on
debt for 2002 and

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$3,400 for 2001. During 2001 financing  activities  provided $26,000 in proceeds
from capital  stock issued.  Shareholder  loans  provided cash of  approximately
$36,000 for 2002 and $63,000 for 2001.

     Management  believes  that the Company's  current cash and funds  available
will be  sufficient  to meet capital  requirements  and short term and long term
working capital needs in the fiscal year ending June 31, 2002 and beyond, unless
a significant acquisition or expansion is undertaken.  The Company is constantly
searching for potential  acquisitions and/or expansion  opportunities.  However,
there  are no  arrangements  or  ongoing  negotiations  for any  acquisition  or
expansion.

Inflation and Regulation

     The  Company's  operations  have not  been,  and in the  near  term are not
expected to be, materially affected by inflation or changing prices. The Company
encounters competition from a variety of Companies in its markets. Many of these
companies have long standing  customer  relationships  and are  well-staffed and
well financed.  The Company  believes that  competition in the its industries is
based on customer  satisfaction and production of quality products and services,
although the ability,  reputation and support of management is also significant.
The Company  does not believe that any  recently  enacted or  presently  pending
proposed  legislation  will have a  material  adverse  effect on its  results of
operations.

Factors That May Affect Future Results

     Management's  Discussion and Analysis and other parts of this  registration
statement contain information based on management's  beliefs and forward-looking
statements that involve a number of risks, uncertainties, and assumptions. There
can be no  assurance  that actual  results  will not differ  materially  for the
forward-looking  statements  as a result of various  factors,  including but not
limited to the following:

     The  markets  for many of the  Company's  offerings  are  characterized  by
rapidly  changing  technology,  evolving  industry  standards,  and frequent new
product  introductions.  The  Company's  operating  results  will  depend  to  a
significant  extent on its ability to design,  develop,  or otherwise obtain and
introduce new products, services, systems, and solutions and to reduce the costs
of these offerings. The success of these and other new offerings is dependent on
many factors,  including proper  identification of customer needs,  cost, timely
completion  and  introduction,  differentiation  from offerings of the Company's
competitors,  and market acceptance.  The ability to successfully  introduce new
products and services could have an impact on future results of operations.

Government Regulations - The Company is subject to all pertinent Federal, State,
and Local laws  governing its business.  The Company is subject to licensing and
regulation by a number of  authorities in its State or  municipality.  These may
include health, safety, and fire regulations.  The Company's operations are also
subject to Federal and State minimum wage laws governing such matters as working
conditions and overtime.




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                           ITEM 7 FINANCIAL STATEMENTS

     The financial statements of the Company and supplementary data are included
beginning  immediately  following the signature page to this report. See Item 13
for a  list  of the  financial  statements  and  financial  statement  schedules
included.


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

     There are not and have not been any  disagreements  between the Company and
its accountants on any matter of accounting  principles,  practices or financial
statements disclosure.


                                    PART III


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

Executive Officers and Directors

The members of the Board of Directors of the Company serve until the next annual
meeting of  stockholders,  or until  their  successors  have been  elected.  The
officers  serve at the pleasure of the Board of Directors.  The following  table
sets forth the name, age, and position of each executive officer and director of
the Company:

        Directors and Executive Officers.


                (1)                (2)                           (3)
           NAME and AGE         POSITION                   TERM OF OFFICE

Ronald R. Irwin      56       C.E.O. and Chairman          Until next meeting

Richard Spangler     67       President & Director         Until next meeting

David Petrik         54       Director                     Until next meeting

Wayne Smith          47       Secretary/Treasurer          Until next meeting

Ronald R. Irwin - During the past 5 years,  Mr. Irwin has been engaged full time
as Chairman and C.E.O. for the Company.

Richard Spangler - During the past 5 years, Mr. Spangler has served full time as
President and Director for the Company.

David  Petrik - During the past 5 years,  Mr.  Petrik has served as Director and
Chief  Engineer for the Company.  Prior to his employment  with the Company,  he
worked as a Radio  Engineer for KROQ Radio in Los  Angeles,  CA, and the Premier
Radio Network in Los Angeles, Ca.

Wayne Smith - During the past 5 years has served as Secretary/Treasurer  for the
Company.  During  this same  period of time,  he has also worked for Trans World
Airlines, Inc. in a non-executive position.


Conflicts of Interest

     Certain  conflicts of interest existed at June 30, 2002 and may continue to
exist  between the Company and its officers and  directors  due to the fact that
each has other business  interests to which he devotes  attention.  Each officer
and director may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.

     Certain  conflicts  of  interest  may exist  between  the  Company  and its
management,  and  conflicts  may  develop in the  future.  The  Company  has not
established  policies or procedures  for the  resolution of current or potential
conflicts of  interests  between the  Company,  its  officers  and  directors or
affiliated entities.  There can be no assurance that management will resolve all
conflicts  of interest in favor of the  Company,  and failure by  management  to
conduct the  Company's  business in the  Company's  best  interest may result in
liability to the  management.  The officers and directors are accountable to the
Company as  fiduciaries,  which means that they are  required  to exercise  good
faith and integrity in handling the Company's affairs.  Shareholders who believe
that the  Company  has been  harmed by  failure of an  officer  or  director  to
appropriately  resolve any conflict of interest may,  subject to applicable rule
of  civil  procedure,  be able to bring a class  action  or  derivative  suit to
enforce their rights and the Company's rights.

Board Meetings and Committees

     The  Directors  will not  receive  remuneration  from the  Company  until a
subsequent offering has been successfully completed, or cash flow from operating
permits, all in the discretion of the Board of Directors.  Directors may be paid
their expenses, if any, of attendance at such meeting of the Board of Directors,
and may be paid a fixed  sum for  attendance  at each  meeting  of the  Board of
Directors or a stated  salary as Director.  No such payment  shall  preclude any
Director  from  serving the  Corporation  in any other  capacity  and  receiving
compensation therefor. No compensation has been paid to the Directors. The Board
of Directors may designate from among its members an executive committee and one
or more other committees. No such committees have been appointed.

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Compliance with Section 16(a) of the Exchange Act

     Based  solely  upon a review of forms 3, 4, and 5 and  amendments  thereto,
furnished to the Company during or respecting its last fiscal year, no director,
officer,  beneficial owner of more than 10% of any class of equity securities of
the  Company  or any other  person  known to be  subject  to  Section  16 of the
Exchange  Act of 1934,  as  amended,  failed to file on a timely  basis  reports
required by Section 16(a) of the Exchange Act for the last fiscal year.


                         ITEM 10 EXECUTIVE COMPENSATION

     None of the executive  officer's salary and bonus exceeded  $100,000 during
any of the Company's last two fiscal years.

     Ronald R. Irwin, C.E.O. and Chairman received compensation of approximately
$60,000 per year during the past two years.



                 ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                                 AND MANAGEMENT

Principal Shareholders

     The table below sets forth  information  as to each person owning of record
or who  was  known  by the  Company  to own  beneficially  more  than  5% of the
7,410,649  shares of issued and  outstanding  Common  Stock of the Company as of
June 30, 2002 and information as to the ownership of the Company's Stock by each
of its  directors  and  executive  officers and by the  directors  and executive
officers  as a group.  Except  as  otherwise  indicated,  all  shares  are owned
directly,  and the persons  named in the table have sole  voting and  investment
power with respect to shares shown as beneficially owned by them.


     (1)                         (2)                   (3)             (4)
                              Name and              Amount and
                             Address of              Nature of
  Title of                   Beneficial             Beneficial      Percent of
   Class                       Owner                  Owner           Class
--------------------------------------------------------------------------------

Common Stock          Bristol Investments Limited    1,000,000        13.49%
                           1601 Kinwick Centre
                           32 Hollywood Road
                           Central Hong Kong
                           Zhong Hong Li

                                       13

<PAGE>



    (1)                         (2)                    (3)             (4)

Directors & Executives
                    Ronald R. Irwin, CEO & Director  3,550,000        47.90%
                    290 E. Verdugo Ave.
                    Burbank, CA 91502

                    Richard Spangler, President &      100,000         1.35%
                    Director
                    290 E. Verdugo Ave.
                    Burbank, CA 91502

                   David Petrik, Director               50,000         0.67%
                   290 E. Verdugo Ave.
                   Burbank, CA 91502

                   Wayne K. Smith, Sec/Treas.           88,000         1.19%
                   290 E. Verdugo Ave.
                   Burbank, CA 91502

Directors and executive                              4,788,000        64.61%
officers as a Group



             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During 1997 The Company loaned an officer/director $20,100, interest at 1%,
repayable  at $201 per month for ten months with a balloon  payment due in 2007.
In addition an officer/director  advanced $8,000 at 0% interest, to the Company.
During 2001, an  officer/director  advanced the Company  $62,912 at 0% interest.
During 2002, an  officer/director  advanced the Company  $15,843 at 0% interest.
Also during  2002,  the Company  received  $20,927 from an  officer/director  in
payment of loans to the officer/director.



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

                                       15

<PAGE>



          (a) The following documents are filed as part of this report.

1.  Financial Statements                                                    PAGE
                                                                            ----

Independent Auditor's Report                                                 F-1
Balance Sheets,  June 30, 2002 and 2001                                      F-2
Statements of Operations,
  For the Years Ended June 30, 2002 and 2001                                 F-4
Statements of Changes in Stockholders' Equity,
  For the Years Ended June 30, 2002 and 2001                                 F-5
Statements of Cash Flows,
  For the Years Ended June 30, 2002 and 2001                                 F-6
Notes to Consolidated Financial Statements                                   F-7

2.  Financial   Statement   Schedules  The  following  financial  statement
schedules required by Regulation S-X are included herein.

     All Schedules are omitted  because they are not  applicable or the required
information is shown in the financial statements or notes thereto.

3.  Exhibits

           The following exhibits are included as part of this report:
Exhibit
Number         Exhibit
------         -----------------------------------------------------------------

3.1            Articles of Articles of Incorporation and By-Laws.       (1)

99.1           Certification Pursuant to 18 U.S.C. ss 1350, As Adopted Pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2           Certification Pursuant to 18 U.S.C. ss 1350, As Adopted Pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)  Incorporated by reference



                                   SIGNATURES

     Pursuant  to the  requirements  of  section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.


                                       16

<PAGE>



                                  PHOENIX MEDIA GROUP, LTD.

Dated: October 14, 2002             By  /S/     Ronald R. Irwin
                                    --------------------------------------------
                                    Ronald R. Irwin,
                                    C.E.O. and Chairman

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 14th day of October 2002.

Signatures                                         Title

/S/     Ronald R. Irwin
-----------------------------------------------------------------------
Ronald R. Irwin                                     C.E.O. and Chairman
                                                   (Principal Executive Officer)

/S/     Wayne Smith
------------------------------------------------------------------------
Wayne Smith                                         Secretary/Treasurer
                                                   (Principal Financial and
                                                    Accounting Officer)

/S/     Richard Spangler
-------------------------------------------------------------------------
Richard Spangler                                   President and Director



/S/      David Petrik
-----------------------------------------------------------------------------
David Petrik                                       Director


















                                       17

<PAGE>


I, Ronald R. Irwin, certify that:

1. I have  reviewed  this annual  report on Form 10-KSB of Phoenix  Media Group,
Ltd.

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

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

Date: 10/14/02


 /s/ Ronald R. Irwin
---------------------------------------------------------
Ronald R. Irwin
C.E.O.


I, Wayne Smith, certify that:

1. I have  reviewed  this annual  report on Form 10-KSB of Phoenix  Media Group,
Ltd.

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

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

Date: 10/14/02


 /s/ Wayne Smith
--------------------------------------------------------
Wayne Smith
Principal Financial and Accounting Officer


                                       18

<PAGE>











                            PHOENIX MEDIA GROUP, LTD.

                                      - : -

                              FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001


<PAGE>










               Report of Independent Certified Public Accountants

Board of Directors
Phoenix Media Group, Ltd.
Burbank, California


     We have audited the  accompanying  balance  sheets of Phoenix  Media Group,
Ltd. as of June 30, 2002 and 2001,  and the related  statements  of  operations,
retained earnings,  and cash flows for the two years then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the financial position of Phoenix Media Group, Ltd. as
of June 30, 2002 and 2001,  and the results of its operations and its cash flows
for the two years then ended in conformity with accounting  principles generally
accepted in the United States of America.

                                                   Respectfully submitted,


                                                   /s/ Robison, Hill & Co.
                                                   ----------------------------
                                                   Certified Public Accountants



Salt Lake City, Utah
October 7, 2002


                                      F - 1

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                                 BALANCE SHEETS




<TABLE>
<CAPTION>


                                                                            June 30,
                                                                 -----------------------------
                                                                      2002           2001
                                                                 --------------  -------------
ASSETS
<S>                                                              <C>             <C>
Cash                                                             $        1,232  $       3,272
Inventory                                                                 5,008         32,930
                                                                 --------------  -------------

        Total Current Assets                                              6,240         36,202
                                                                 --------------  -------------

Property and Equipment
Office Equipment                                                         25,054         25,054
Radio Equipment                                                          46,126         46,126
Office Condominium                                                       75,000         75,000
Vehicles                                                                 29,586         41,586
                                                                 --------------  -------------
                                                                        175,766        187,766
Less Accumulated Depreciation                                           (82,762)       (76,026)
                                                                 --------------  -------------

        Net Property and Equipment                                       93,004        111,740
                                                                 --------------  -------------

Other Assets
Stockholder Loans                                                             -         18,598
                                                                 --------------  -------------

        Total Assets                                             $       99,244  $     166,540
                                                                 ==============  =============

</TABLE>
















                                      F - 2

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                                 BALANCE SHEETS
                                   (Continued)

<TABLE>
<CAPTION>

                                                                            June 30,
                                                                 -----------------------------
                                                                      2002           2001
                                                                 --------------  -------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
<S>                                                              <C>             <C>
Accounts payable                                                 $       40,021  $      28,184
Accrued expenses                                                          8,192         11,475
Stockholder loans                                                        86,755         70,912
Current portion of long-term debt                                         4,948          4,633
                                                                 --------------  -------------

        Total Current Liabilities                                       139,916        115,204
                                                                 --------------  -------------

Long-term Debt                                                           53,498         58,164
                                                                 --------------  -------------

Stockholders' equity
   Series A convertible preferred stock (par value $.01),
      5,000,000 shares authorized, no shares issued or
      Outstanding June 30, 2002 and 2001                                      -              -

   Common Stock (par value $.001), 50,000,000 shares
      Authorized, 7,410,649 shares issued and outstanding
      June 30, 2002, and 2001                                             7,411          7,411
      Common Stock to be Issued 28,000 shares                                28             28
Paid in capital in excess of par value                                  563,266        563,266

Retained deficit                                                       (664,875)      (577,533)
                                                                 --------------  -------------

        Total Stockholders' Equity (Deficit)                            (94,170)        (6,828)
                                                                 --------------  -------------

        Total Liabilities and Stockholders' Equity               $       99,244  $     166,540
                                                                 ==============  =============
</TABLE>









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


                                      F - 3

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                                                                       For the Year Ended
                                                                            June 30,
                                                                 -----------------------------
                                                                      2002           2001
                                                                 --------------  -------------
Revenue
<S>                                                              <C>             <C>
Sales                                                            $      107,385  $     135,488
Cost of sales                                                            50,136         51,269
                                                                 --------------  -------------

        Gross Margin                                                     57,249         84,219

Operating Expenses
General and Administrative                                             (131,275)      (235,625)

Other Income (Expense)
Interest expense                                                        (12,516)        (8,815)
Interest income                                                               -              -
Gain (loss) on sale of assets                                                 -              -
                                                                 --------------  -------------

Income (loss) before income taxes                                       (86,542)      (160,221)

Income taxes                                                                800            800
                                                                 --------------  -------------

Net Income (Loss)                                                $      (87,342) $    (161,021)
                                                                 ==============  =============

Earnings (Loss) Per Share                                        $       (0.01)  $      (0.02)
                                                                 ==============  =============

Weighted Average Shares Outstanding                                   7,410,649      7,078,977
                                                                 ==============  =============
</TABLE>













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


                                            F - 4

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>


                                                             Common Stock
                                     Preferred Stock         to be Issued             Common Stock        Capital in
                                   --------- -------- ----------- ----------- ------------- -----------    Excess of  Retained
                                   Shares     Amount      Shares      Amount      Shares         Amount    Par Value   Deficit
                                   --------- -------- ----------- ----------- ------------- ----------- ------------- ----------

<S>                                <C>       <C>          <C>     <C>             <C>       <C>         <C>           <C>
Balance June 30, 2000                      - $      -     128,000 $       128     6,925,649 $     6,926 $     501,776 $ (416,512)

Issuance of shares for services            -        -                               140,000         140        35,485          -

Stock sold for Cash                        -        -    (100,000)       (100)      345,000         345        26,005          -

Net Loss                                   -        -           -           -             -           -             -   (161,021)
                                   --------- -------- ----------- ----------- ------------- ----------- ------------- ----------

Balance June 30, 2001                      -        -      28,000          28     7,410,649       7,411       563,266   (577,533)

Net Loss                                   -        -           -           -             -           -             -    (87,342)
                                   --------- -------- ----------- ----------- ------------- ----------- ------------- ----------

Balance June 30, 2002                      - $      -      28,000 $        28     7,410,649 $     7,411 $     563,266 $  664,875
                                   ========= ======== =========== =========== ============= =========== ============= ==========
</TABLE>





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


                                      F - 5

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                             STATEMENTS OF CASH FLOW


<TABLE>
<CAPTION>

                                                                       For the Year Ended
                                                                            June 30,
                                                                 -----------------------------
Cash Flows From Operating Activities:                                 2002           2001
                                                                 --------------  -------------
<S>                                                              <C>             <C>
Net income (loss)                                                $      (87,342) $    (161,021)
Adjustments to reconcile
   Net income (loss) to net cash provided by (used in)
   Operating activities:
      Non-cash general and administrative expense                             -         35,625
      Amortization and depreciation                                      16,408         29,347
   Change in operating assets and liabilities:
      Decrease (Increase) in Inventory                                   27,921          1,200
      Increase (Decrease) in Accounts payable                            11,837          9,415
      Increase (Decrease) in Accrued expenses                            (3,283)         3,652
                                                                 --------------  -------------

   Net cash used by operating activities                                (34,459)       (81,782)
                                                                 --------------  -------------

Cash Flows From Investing Activities:
Purchase of property and equipment                                            -        (20,553)
                                                                 --------------  -------------

Net cash used in investing activities                                         -        (20,553)
                                                                 --------------  -------------

Cash Flows From Financing Activities:
Proceeds from loans to shareholders                                      20,927              -
Proceeds from issuance of debt                                           15,843         62,912
Principle payments on debt                                               (4,351)        (3,370)
Proceeds from capital stock issued                                            -         26,250
                                                                 --------------  -------------

Net cash provided by (used in) financing activities                      32,419         85,792
                                                                 --------------  -------------

Net increase (decrease) in cash and cash equivalents                     (2,040)       (16,543)
Cash and cash equivalents at beginning of period                          3,272         19,815
                                                                 --------------  -------------

Cash and cash equivalents at end of period                       $        1,232  $       3,272
                                                                 ==============  =============

Supplemental Disclosure of Cash Flow Information:
   Interest                                                      $       12,516  $       8,815
   Income taxes                                                  $          800  $         800
Supplemental Schedule of Non-Cash Investing and Financing Activities: None
</TABLE>




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

                                      F - 6

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001


NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

     This  summary of  accounting  policies  of Phoenix  Media  Group,  Ltd.  is
presented to assist in understanding  the Company's  financial  statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

     The Company was  organized  under the laws of the State of Utah on December
5, 1985 as Bullseye  Corp.  On June 22, 1992 the name of the Company was changed
to Natural  Solutions,  Ltd. and the corporate domicile was changed to the State
of Nevada.  On March 25,  1994,  the Company  name was changed to Phoenix  Media
Group, Ltd.

Nature of Business

     The  Company  was  formed for the  purpose of  creating a vehicle to obtain
capital  to  seek  out,  investigate  and  acquire  interests  in  products  and
businesses  which may have potential for profit.  The Company's  objective is to
become a major player in the communications  industry with an emphasis on radio,
television and Internet services.

Cash Equivalents

     For the purpose of reporting cash flows,  the Company  considers all highly
liquid debt  instruments  purchased  with maturity of three months or less to be
cash  equivalents  to the  extent  the funds are not being  held for  investment
purposes.

Income Taxes

     The Company accounts for income taxes under the provisions of SFAS No. 109,
"Accounting  for Income  Taxes." SFAS No.109  requires  recognition  of deferred
income  tax  assets  and   liabilities   for  the  expected  future  income  tax
consequences,  based on enacted tax laws, of temporary  differences  between the
financial reporting and tax bases of assets and liabilities.








                                      F - 7

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001
                                   (CONTINUED)

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued):

Earnings (Loss) Per Share

     The  reconciliations  of the  numerators  and  denominators  of  the  basic
earnings per share computations are as follows:


                                        For the Year Ended June 30, 2002
                                 -----------------------------------------------
                                                                    Per Share
                                     Income          Shares          Amount
                                 --------------  --------------  ---------------

Basic EPS
Net Loss to common
shareholders                     $      (87,342)      7,410,649  $        (0.01)
                                 ==============  ==============  ===============


                                        For the Year Ended June 30, 2001
                                 -----------------------------------------------
                                                                    Per Share
                                     Income          Shares          Amount
                                 --------------  --------------  ---------------

Basic EPS
Net Loss to common
shareholders                     $     (161,021)      7,078,977  $        (0.02)
                                 ==============  ==============  ===============

Depreciation

     Office furniture, equipment and leasehold improvements, are stated at cost.
Depreciation and amortization are computed using the  straight-line  method over
the estimated economic useful lives of the related assets as follows:

               Office furniture                    5-10 years
               Equipment                           5-  7 years
               Office Condominium                  39    years

     Maintenance  and  repairs  are  charged  to  operations;   betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.




                                      F - 8

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001
                                   (CONTINUED)

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)

Pervasiveness of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting   principles  require  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosures  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.

Reclassifications

     Certain  reclassifications  have been made in the 2001 financial statements
to conform with the 2002 presentation.

Concentration of Credit Risk

     The Company has no significant  off-balance-sheet  concentrations of credit
risk such as foreign  exchange  contracts,  options  contracts or other  foreign
hedging  arrangements.  The Company  maintains the majority of its cash balances
with one financial institution, in the form of demand deposits.

NOTE 2 - CAPITAL TRANSACTIONS

Preferred Stock

     The  Board  of  Directors  of  the  Company  has  the  authority  to fix by
resolution for each particular series of preferred stock the number of shares to
be issued;  the rate and terms on which cumulative or  non-cumulative  dividends
shall be paid; conversion features of the preferred stock; redemption rights and
prices, if any; terms of the sinking fund, if any to be provided for the shares;
voting  powers  of  preferred  shareholders;   and  any  other  special  rights,
qualifications, limitations, or restrictions.

NOTE 3 - INCOME TAXES

     Deferred  taxes result from  temporary  differences  in the  recognition of
income and expenses for income tax reporting and financial  statement  reporting
purposes.  Deferred  benefits of $226,000  and $195,000 for the years ended June
30, 2002 and 2001 respectively, are the result of net operating losses.


                                      F - 9

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001
                                   (CONTINUED)

NOTE 3 - INCOME TAXES (continued):

     The Company has  recorded net  deferred  income  taxes in the  accompanying
balance sheets as follows:

<TABLE>
<CAPTION>

                                                                       As at June 30,
                                                               -------------------------------
                                                                    2002             2001
                                                               ---------------  --------------
Future deductible temporary differences related to
<S>                                                            <C>              <C>
   Reserves, accruals, and net operating losses                $       226,000  $      195,000
Valuation allowance                                                   (226,000)       (195,000)
                                                               ---------------  --------------
Net Deferred Income Tax                                        $             -  $            -
                                                               ===============  ==============
</TABLE>

     As of June 30, 2002,  the Company had a net  operating  loss ("NOL")  carry
forward for income tax reporting purposes of approximately $665,000 available to
offset future taxable  income.  This net operating loss carry forward expires at
various dates  between June 30, 2002 and 2022. A loss  generated in a particular
year will  expire for  federal tax  purposes  if not  utilized  within 20 years.
Additionally,  the Internal Revenue Code contains  provisions which could reduce
or limit the  availability  and  utilization of these NOLs if certain  ownership
changes have taken place or will take place.  In accordance with SFAS No. 109, a
valuation allowance is provided when it is more likely than not that all or some
portion of the deferred tax asset will not be realized.  Due to the  uncertainty
with respect to the ultimate  realization of the NOLs, the Company established a
valuation  allowance for the entire net deferred income tax asset of $226,000 as
of June 30, 2002. Also consistent with SFAS No. 109, an allocation of the income
(provision) benefit has been made to the loss from continuing operations.

     The  difference  between  the  effective  income  tax rate and the  federal
statutory  income tax rate on the loss from continuing  operations are presented
below:

<TABLE>
<CAPTION>

                                                                        As at June 30,
                                                               -------------------------------
                                                                    2002             2001
                                                               ---------------  --------------

<S>                                                            <C>              <C>
Expense (Benefit) at the federal statutory rate of 34%         $       (30,000) $      (55,000)
Nondeductible expenses                                                       -               -
                                                               ---------------  --------------
Utilization of net operating loss carryforward                 $        30,000  $       55,000
                                                               ---------------  --------------
                                                               $             -  $            -
                                                               ===============  ==============
</TABLE>






                                     F - 10

<PAGE>


                            PHOENIX MEDIA GROUP, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001
                                   (CONTINUED)

NOTE 5 - RELATED PARTY TRANSACTIONS

     During 1997 The Company loaned an officer/director $20,100, interest at 1%,
repayable  at $201 per month for ten months with a balloon  payment due in 2007.
In addition an officer/director  advanced $8,000 at 0% interest, to the Company.
During 2001, an  officer/director  advanced the Company  $62,912 at 0% interest.
During 2002, an  officer/director  advanced the Company  $15,843 at 0% interest.
Also during  2002,  the Company  received  $20,927 from an  officer/director  in
payment of loans to the officer/director.

NOTE 6 - LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>

                                                                         As at June 30,
                                                               -------------------------------
                                                                    2002             2001
                                                               ---------------  --------------

Mortgage payable with interest at 8.75%,
 payable monthly $393.36, due March 22,
<S>                                                            <C>              <C>
 2026, collateralized by deed of trust                         $        47,141  $       47,709

Loan payable with interest at 4.9%,
payable monthly $398.81, due July 15, 2004,
collateralized by automotive equipment                                  11,305          15,088

Less Current Maturities                                                 (4,948)         (4,633)
                                                               ---------------  --------------

Net Long-term Debt                                             $        53,498  $       58,164
                                                               ===============  ==============
</TABLE>

Annual principal payments on long-term debt are as follows:

               2003                        $ 4,948
               2004                          5,221
               2005                          3,170
               2006                            805
               2007                            879
               thereafter                  $43,423

                                     F - 11

<PAGE>