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

                                   FORM 10-KSB

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

                  For the fiscal year ended December 31, 2002

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

          For the transition period from ____________ to _____________

                         Commission file number: 0-28471

                             ENTRADA SOFTWARE, INC.
                 (Name of small business issuer in its charter)

           NEVADA                                                 86-0968364
(State or other jurisdiction of                                 (IRS Employer
 incorporation or organization)                              Identification No.)

          7825 E. GELDING DR.                                        85260
          SCOTTSDALE, ARIZONA                                     (Zip Code)
(Address of principal executive offices)

                                 (480) 607-3535
                            Issuer's telephone number

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

         Securities registered under Section 12(g) of the Exchange Act:
                          COMMON STOCK, $.001 PAR VALUE
                                (Title of class)

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

     The registrant's revenue for the year ended December 31, 2002 was
$1,376,445.

     The aggregate market value at February 28, 2003 of the voting and
non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was sold was approximately $3,000,000.

     The number of shares outstanding of the registrant's common equity as of
February 28, 2003 was 7,381,676.

     Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [X]
<PAGE>
                                     PART I

     Our disclosure and analysis in this report contains forward-looking
statements. When used in this discussion, the words "believes," "anticipates"
and "intends" and similar expressions are intended to identify forward-looking
statements, but the absence of these words does not necessarily mean that a
statement is not forward looking. Forward-looking statements include, but are
not limited to, statements about our expansion plans, objectives, expectations,
intentions, and target market, and are subject to risks and uncertainties that
could cause actual results to differ materially from those anticipated in these
forward-looking statements, which speak only as of the date of this report. Our
actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including the factors described
under "Factors Affecting Future Performance, " "Description of Business" and
elsewhere in this report. We undertake no obligation to publicly release any
revisions to these forward-looking statements that may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of
anticipated events. Readers are urged, however, to review the factors and risks
we describe in reports we file from time to time with the Securities and
Exchange Commission, which may be accessed at the Commission's web site at
www.sec.gov.

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

     In today's world, products are the result of world-wide supply chains and
distribution channels, and the former knowledge, intimacy, and local controls on
products and services have given way to globalization. Entrada believes that the
recall and quality challenges suffered by automotive companies, and the
counterfeit problems which plague product companies, illustrate the cost and
risk of having lost those controls. Our conclusion is that consumers and
suppliers alike are demanding more accountability, and regulatory bodies are
beginning to mandate companies identify and trace the products they sell. The
TREAD Act imposed on the consumer products industry last year is just one
example.

     Following an extensive development effort over the past several years, the
company is now in the preparatory stages of launching its solution for product
traceability, KINNOSA(TM). KINNOSA is an enterprise class software solution that
provides a total business solution for identification, authentication and
traceability of goods or services, and enables collaboration throughout the
supply chain by giving manufacturers a PRODUCT-CENTRIC(R) view of their
business. KINNOSA captures design, development, and related business information
into a structured PRODUCT BIOGRAPHY(R). KINNOSA'S main advantage is that it
traces the stages, development and changes of physical objects by capturing
information about the composition, construction, events and circumstances of
each part. A KINNOSA solution can then provide complete information about a
product, including its complete life history and pedigree. At any time, and
anywhere, this potentially valuable information can be accessed, normally by
simply reading a mark on the product with a camera or commercial scanner
connected to the Internet. Not only is the entire history of that object
available, but its actual authenticity can be instantly verified. We believe
KINNOSA is secure, affordable, scalable and easy-to-use.

     Through its ECHANGE SOLUTIONS, Entrada already provides complete document
traceability management to nearly 100 companies in 12 countries across a variety
of industries, including automotive, aerospace, utilities, and pharmaceuticals.
ECHANGE SOLUTIONS is a leading electronic document management solution that
provides complete document control, revision history and workflow. ECHANGE
delivers effective design change management by providing secure anywhere-access
to design information, automated best practice change processes, seamless
integration with CAD and desktop systems and collaboration across the
enterprise. Its powerful technology infrastructure is widely accepted and easy
to deploy. Customers benefit from ECHANGE'S ability to provide data control,
reduce engineering change time, increase data available to all users, reduce
time to market and development cycles, improve development productivity and

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reduce overall engineering costs. We believe these products and the related
business opportunities are complementary to our KINNOSA products and strategies.

ORGANIZATION, HISTORY AND DEVELOPMENT

     Entrada was incorporated in Nevada in August 1999 as a wholly owned
subsidiary of The Rotherwood Group, Inc. ("TRG"), a non-trading and inactive
public company that acquired CIMsoft, Inc. on September 1, 1999. Concurrently,
TRG was merged into Entrada solely to adopt the new Entrada name and to change
the state of incorporation from Arizona to Nevada. CIMsoft was formed to develop
and sell the KINNOSA product line in May 1998 and had minimal operations prior
to its acquisition by TRG on September 1, 1999. On December 15, 1999, CIMsoft
merged into Entrada. There were no sales of KINNOSA software products in 1999.
During 2000, Entrada's activities consisted mainly of marketing, research and
development until its first significant product sale to Motorola, Inc. in
December 2000. In 2001, we continued development of the KINNOSA product suite,
while actively supporting the customer base for our ECHANGE product line, which
we acquired in March 2001.

THE MARKET

     Entrada's document management solutions already enable almost one hundred
global companies to manage and control their core business information. In
addition, our product information traceability solutions should provide for
dramatic improvements in business quality. The Company is now preparing to
extend its reach and provide new capabilities for global businesses and
consumers to manage their interactions and relationships through
PRODUCT-CENTRIC(R) information control. The Company's proprietary solutions and
strong customer base should provide a platform for launching its strategic
market initiatives.

     Entrada's solutions allow companies to have complete traceability of their
products and services. We have identified and targeted core markets in specialty
consumer products, automotive and aerospace with thousands of companies,
representing potential opportunities in the billions of dollars.

     In addition to these core markets, our solutions have applications in
markets as diverse as high technology manufacturing, telecommunications,
pharmaceuticals, real estate, government, education, and other industries that
share the common need for traceability of products, components, systems, and
processes.

     We believe the long term potential for the traceability marketplace is just
starting to develop. This market could provide significant and sustainable
business opportunities for well over a decade.

OUR PRODUCTS

     Entrada Software has developed and markets a suite of software-based
business solutions, which capture, manage, and deliver critical business
information about the development, manufacture, and use of a company's products.
Entrada's ECHANGE is a comprehensive electronic document management system,
offered in three languages and currently in use across twelve countries and
three continents. In addition, we believe the KINNOSA global product content
traceability applications are at the forefront of an emerging traceability
marketplace.

     With our solutions, companies assemble key information contained in their
documents, databases, and information systems and collect additional information
from their processes, their key suppliers -- and their customers -- into a
unique and proprietary construct we have trademarked the PRODUCT BIOGRAPHY. This
forms the basis for an expanding set of quality and efficiency applications,
including such new capabilities as global parts tracking, part authentication,
counterfeit detection, and Six-Sigma business optimization.

     Our solutions work across the Internet using portal technology. In
addition, solutions may be delivered as a suite of web services, permitting easy
adoption along points in the design, supply, manufacturing, and customer support
processes. Entrada's products leverage information systems and business

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processes already in place, and help fill the gaps where design, cost, quality,
schedule, history, identity and other information is critical to a business.

INTELLECTUAL PROPERTY.

     ECHANGE, PRODUCT BIOGRAPHY, PRODUCT CENTRIC, ENTRADA and KINNOSA are either
registered as trademarks in the United States, or in the final stages of the
registration process.

MARKET POSITIONING

     Entrada's phased market development strategy is designed to penetrate its
target markets with the right products and capabilities at the right time, with
our existing customers providing revenue and stability in the near term. We
believe the Electronic Document Management (EDM) market space is a growing
market sector, and that market adoption of this class of solutions is maturing.
We believe our ECHANGE product is well positioned, with highly competitive
features and pricing and a strongly supportive customer base.

     Entrada is now readying KINNOSA for product launch, and expects to
penetrate the market with the leverage of its global ECHANGE partner network of
system integrators, resellers, and solutions providers. These partners are
qualified with the required market awareness, customer contacts, and product
knowledge.

     The Company's ECHANGE customers also provide the target point of entry for
KINNOSA early market development. The Company has identified significant
opportunities for KINNOSA product traceability solutions within the EDM market
space, and is marketing its KINNOSA products through focused and competitively
differentiated campaigns, aimed directly at the economic buyers at the points of
entry. Concurrently, we are also developing the market identity and brand
awareness for KINNOSA, to directly appeal to the early market as well as set the
stage for the longer-term broader market.

     We believe the pricing of Entrada's solutions is highly competitive. The
products have been developed at a comparatively low cost and contain OEM
components that are competitively priced. Typical ECHANGE document management
solutions and KINNOSA traceability solutions provide high margins with
additional annuity revenue from maintenance and support. We believe our
solutions are extremely cost competitive in the marketplace, and are priced
significantly less than the cost of similar applications.

MARKET STRATEGY

     Entrada is developing alliances with OEM partners, Solutions Providers, and
Business Development partners who complete product and service offerings and
extend our reach in developing the business and going to market.

     We believe we have selected OEM partners who are market leaders, and whose
products and other contributions help ensure our products are of the highest
technical quality. We have agreements in place with Sun Microsystems, Sybase,
Cimmitry and AutoDesk, among others.

     In our projected sales model, 75% of sales are driven through Solution
Providers, while the remaining 25% are direct. The indirect channel is being
developed around partners with extensive knowledge of the EDM market space as
well as specific customer relationships.

COMPETITION

     The Company competes within a broad software market segment known as
Collaborative Applications. The Entrada ECHANGE products compete within a
growing sub-segment dubbed Electronic Document Management. In EDM, we believe
Entrada is positioned as a market leader, with more capability than the
entry-level options, while considerably less expensive and faster to deploy than
the enterprise vendors.

     The KINNOSA traceability solutions compete in what we believe will be a
high growth market that is highly competitive and changing rapidly. For KINNOSA
we face competition primarily from consultants, tools vendors, enterprise

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application software vendors, and alliances among them. ECHANGE competes against
many large competitors, with established and recognized products. Many of our
competitors have longer operating histories and significantly greater resources
and name recognition than we do. See "Factors Affecting Future Performance - We
are in a highly competitive business." In addition, certain critical
functionality within our solutions can be provided through custom one-of-a-kind
implementations, which are usually developed by consulting firms or by tools
vendors building custom solutions, but usually at great expense over long
periods of time. We believe that the value of such solutions diminishes rapidly
with the length of implementation, and due to the inherent inflexibility of
limited scale and minimal reusability. However, many of the purveyors of these
solutions have brand recognition and significant financial resources behind
them. We hope to successfully compete based on product capability, speed of
implementation, and price.

FACTORS AFFECTING FUTURE PERFORMANCE

     WE HAVE A HISTORY OF LOSSES AND EXPECT TO INCUR FUTURE LOSSES. We commenced
operations in 1999, had losses of $1,599,898 and $1,737,753 for the years ended
December 31, 2002 and 2001, respectively, and have limited working capital
reserves. We expect to face many operating and industry challenges and will be
doing business in a highly competitive industry. We depend on generating
additional working capital through customer sales or investments to continue our
operations. While at December 31, 2002 we were generating sufficient cash from
sales activities to fund most of our current operations, and while we believe
such sales will continue, there is no assurance that we can continue these sales
activities at that level.

     WE NEED TO RAISE ADDITIONAL CAPITAL TO IMPLEMENT OUR BUSINESS PLAN. In
order to meet our operating plan for 2003, we would hire up to 40 more employees
by December 31, 2003. In addition, we plan to spend significant amounts on our
sales and marketing program. Because planned sales are dependent on adding these
employees and conducting our marketing and sales campaign, we believe we will
have to raise additional funds in order to fully execute our growth plan for
2003.

     OUR LENGTHY SALES CYCLE COULD CAUSE DELAYS IN REVENUE. The period between
our initial contact with a potential customer and the purchase of our products
and services is often long and may have delays associated with the lengthy
budgeting and approval process of our customers, particularly for our KINNOSA
product line. While the sales cycle is shorter for our ECHANGE product line, and
while we believe that the sales cycle for our KINNOSA products will decrease
over time from the estimated three to six months for our initial sales, there is
no degree of certainty that customers will buy our products through a shorter
sales cycle. A lengthy sales cycle could have a negative impact on the timing of
our revenues, especially our realization of any transaction based revenues,
projected cash flow and operations.

     We believe that a customer's decision to purchase our products and services
is discretionary, involves a significant commitment of resources, and is
influenced by customer budgetary cycles. To successfully sell our products and
services, we generally must educate potential customers regarding the use and
benefit of our products and services, which can require significant time and
resources. Many of our potential customers are large enterprises that generally
take longer to make significant business decisions.

     WE EXPECT RAPID GROWTH, RESULTING IN SIGNIFICANT MANAGEMENT CHALLENGES. We
are an early stage company and we expect to experience very rapid growth in our
operations. This growth will place significant pressure on our limited resources
and infrastructure. Our officers will need to implement and improve our
operational, administrative and financial systems and controls and effectively
expand, train and manage our employee base. For our business plan to be
successful, we will be required to manage an increasing number of relationships
with various customers, partners and other third parties.

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     OUR LIMITED OPERATING HISTORY MAKES FORECASTING DIFFICULT. We expect to
encounter numerous risks and difficulties faced by early stage companies in the
rapidly developing enterprise software markets, and, although we believe we will
be successful in addressing these risks, there is no assurance that we will do
so. As a result of our limited operating history, it is difficult to accurately
forecast future operations and plan operating expenses. As a result, we may be
unable to timely adjust spending to compensate for any unexpected revenue
shortfall. This inability could adversely affect our ability to achieve or
maintain profitability.

     WE ARE IN A HIGHLY COMPETITIVE BUSINESS. Within our identified market space
are large, well-established and well-known companies that have substantially
greater financial, technological, promotional and other resources than we have.
Although we believe we can compete successfully, there is no assurance that we
will be able to do so. We expect that competition will increase as other
established and emerging companies enter our market, as new products and
technologies are introduced and as new competitors enter the market. We
anticipate that increased competition will result in price reductions, lower
gross margins and loss of our market share, any of which could materially
adversely affect our business, financial condition and operating results.

     OUR BUSINESS IS SUSCEPTIBLE TO NUMEROUS RISKS ASSOCIATED WITH INTERNATIONAL
OPERATIONS. We expect to commit significant resources to our international sales
and marketing activities in the future. We are subject to a number of risks
associated with these activities. These risks generally include:

     a.   currency exchange rate fluctuations;
     b.   seasonal fluctuations in purchasing patterns;
     c.   unexpected changes in regulatory requirements;
     d.   tariffs, export controls and other trade barriers;
     e.   longer accounts receivable payment cycles and difficulties in
          collecting accounts receivable;
     f.   difficulties in managing and staffing international operations;
     g.   potentially adverse foreign tax consequences, including withholding in
          connection with the repatriation of earnings;
     h.   the burdens of complying with a wide variety of foreign laws
     i.   political instability.

Our international sales are denominated primarily in U.S. dollars. An increase
in the value of the U.S. dollar relative to foreign currencies could make our
products more expensive and, therefore, potentially less competitive in foreign
markets. For international sales and expenditures denominated in foreign
currencies, we are subject to risks associated with currency fluctuations. We do
not hedge risks associated with foreign currency transactions in order to
minimize the impact of changes in foreign currency exchange rates on earnings.

     INTELLECTUAL PROPERTY CLAIMS COULD BE EXPENSIVE AND RESULT IN LOSS OF
RIGHTS. Our property rights to our software products are our primary assets. We
protect and enforce our ownership and proprietary rights to our products through
copyright, trademark, and trade secret laws, as well as confidentiality and
non-disclosure agreements and licensing/usage contracts with our customers and
employees. However, these protections do not prevent competitors from developing
similar software that may have more customer acceptance than our software. In
spite or our efforts to protect our proprietary rights, unauthorized parties may
copy aspects of our products and obtain and use information that we regard as
proprietary. Other parties may breach confidentiality agreements and other
protective contracts we have entered into and we may not become aware of, or
have adequate remedies in the event of such breach. While we do not believe that
our software products infringe on the intellectual property rights of third
parties, infringement claims may be made. We may not have sufficient resources
to sustain or defend against such claims, with or without merit, or to pay
damages we may owe resulting from such litigation.

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     WE ARE DEPENDENT UPON CUSTOMER ACCEPTANCE OF OUR PRODUCTS.. Our ability to
meet our projections is dependent on our ability to convince prospective
customers that our products are superior to competing products and that we can
successfully deliver and service our products.

     OUR MARKET IS SUBJECT TO RAPID CHANGES AND NEW PRODUCTS. The computer
software industry is characterized by rapid change, frequent new product
introductions, changing customer demands, evolving standards, and many other
uncontrollable and unforeseeable trends and changes. Our future success will
greatly depend upon our ability to timely and effectively address changes
affecting our industry.

     WE ARE DEPENDENT ON TIMELY AND COST-EFFECTIVE DEVELOP OF OUR PRODUCTS.. The
life cycles of our products are difficult to predict, because the market for our
products is new and characterized by rapid, technological change, changing
customer needs and evolving industry standards. In developing new products, we
must:

     a.   develop and market timely or cost-effective products that respond to
          technological changes or evolving industry standards;
     b.   respond to products, capabilities or technologies developed by others
          that could render our products and services obsolete or
          noncompetitive, or that shorten the life cycles of our existing
          products and services;
     c.   anticipate difficulties that could delay or prevent the successful
          development, introduction and marketing of these new products and
          services;
     d.   anticipate deferrals in orders in anticipation of new products or
          releases; or
     e.   develop new products and services that adequately meet market
          requirements or achieve market acceptance.

     OUR PRODUCTS DEPEND ON THIRD-PARTY TECHNOLOGY. We rely on technology that
we license from third parties, including software that is integrated with
internally developed software and used in our software products to perform key
functions. If we are unable to continue to license any of this software on
commercially reasonable terms, we may face delays in releases of our software
until equivalent technology can be identified, licensed or developed, and
integrated into our current products. These delays, if they occur, could
seriously harm our business.

     THE LOSS OF SERVICES OF ONE OR MORE OF OUR KEY PERSONNEL COULD HARM OUR
OPERATIONS. We believe our current management team is sufficient to implement
our current business strategy. However, the loss of one or more of our current
officers or key employees could severely and negatively impact our operations.
Future success depends on the ability to attract, retain and motivate highly
skilled employees. Competition for employees in our industry is intense. There
is no assurance that we will retain key employees, or attract and keep
additional highly qualified employees in the future.

     EXISTING MANAGEMENT EXERCISES SIGNIFICANT CONTROL OVER ENTRADA. A small
number of stockholders, who comprise our executive management, owns 60% of the
voting securities of Entrada. These stockholders, when acting together, can
elect or otherwise designate all members of our Board of Directors and decide
virtually all other matters voted on by the stockholders. This control by
management is expected to continue into the future.

     OUR STOCK IS QUOTED ON THE OTC BULLETIN BOARD AND COULD BE SUBJECT TO
EXTREME VOLATILITY. Our common stock is currently quoted under the symbol ETSW
on the OTC Bulletin Board, which is characterized by low volume trading, high
volatility and large spreads between bid and ask prices. A significant amount of
common stock coming on the market at any one time could cause the stock to
decline in price. In addition, we must comply with ongoing eligibility rules to

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ensure our common stock is not removed from the OTC Bulletin Board, which would
materially adversely affect the liquidity and volatility of our common stock.
The Company intends to use its best efforts to continue to meet the eligibility
requirements.

     OUR PRODUCTS ARE COMPLEX AND MAY CONTAIN UNDETECTED ERRORS. While we test
our products extensively before market introduction, we cannot be certain that,
despite our testing, errors will not be found in current versions, new versions,
or enhancements of our products after commencement of their use. Such undetected
errors could result in adverse publicity, loss of revenues, delay in market
acceptance, or claims against us by customers, all of which could materially
adversely affect our business.

ITEM 2. DESCRIPTION OF PROPERTY

     We currently lease a 11,250 square foot facility located in an
industrial/commercial park in Scottsdale, Arizona. The lease on the facility is
for a term through August 2004, and the annual rental is approximately $240,000.
We anticipate acquiring additional facilities for expansion before the end of
the current lease term.

ITEM 3. LEGAL PROCEEDINGS

     We are not involved in any litigation, nor are we aware of any potential or
threatened litigation, or any asserted claims that may result in litigation.

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

     None.

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                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON STOCK

     Our common stock trades on the OTC Bulletin Board under the symbol "ETSW,"
though the trading volume is extremely low and sporadic. At December 31, 2002,
there were 222 common stockholders of record (there was a greater number of
beneficial owners). Following is the range of the high and low bid information
for the years 2002 and 2001. This information is based on over-the-counter
market quotations, which reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not represent actual transactions.

             2002
             ----
             QUARTER                                   PRICE RANGE
             -------                                   -----------
             First                                      $1.45-1.05
             Second                                     $1.51-1.20
             Third                                       $1.30-.80
             Fourth                                      $1.14-.65

             2001
             ----
             QUARTER                                   PRICE RANGE
             -------                                   -----------
             First                                     $2.125-1.50
             Second                                      $1.85-.66
             Third                                       $1.70-.85
             Fourth                                     $1.52-1.05

DIVIDEND POLICY

     We have never declared or paid a dividend on our common stock, and we do
not intend to pay dividends in the foreseeable future. We are required to accrue
a 10% ($.10 per share) cumulative annual dividend for each share of Series A
preferred stock outstanding. This dividend is payable only when declared by the
Board of Directors, and must be paid before any dividends on common stock. Our
present policy is to retain future earnings to finance future growth.

ITEM 6. SELECTED FINANCIAL DATA

                                               Year ending December 31
                                      -----------------------------------------
                                          2002           2001           2000
                                      -----------    -----------    -----------
Net sales                             $ 1,376,445    $   602,390    $    64,280
Loss from continuing operations       $(1,599,898)   $(1,737,753)   $(1,538,214)
Loss per common share                 $      (.22)   $      (.24)   $      (.21)
Total assets                          $   445,015    $   464,697    $   180,857
Long-term obligations                 $   461,351    $   382,533    $    46,917

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

BACKGROUND

     Entrada was incorporated in Nevada in August 1999 as a wholly owned
subsidiary of The Rotherwood Group, Inc. ("TRG"), a non-trading and inactive
public company that acquired CIMsoft, Inc. on September 1, 1999. Concurrently,
TRG was merged into Entrada solely to adopt the new Entrada name and to change
the state of incorporation from Arizona to Nevada. CIMsoft was formed to develop
and sell the KINNOSA product line in May 1998 and had minimal operations prior
to its acquisition by TRG on September 1, 1999. On December 15, 1999, CIMsoft
merged into Entrada. During 2000, Entrada's activities consisted entirely of
marketing and research and development, though we had our first significant
KINNOSA product sale to Motorola, Inc. in December 2000. In March 2001 we
acquired the ECHANGE product line, and began active sales to and support of
ECHANGE customers in May 2001. Our focus for 2001 was the assimilation of the
ECHANGE product line and the stabilization of the North American ECHANGE
customer base. In 2002 we extended our stabilization efforts to the European
customer base, and began active sales of ECHANGE to new customers, and expansion
of existing customer installations.

RESULTS OF OPERATIONS

     The following discussion provides information that we believe will help you
understand our financial statements, and should be read along with these
financial statements and related notes. The following discussion also contains
forward-looking statements based upon current expectations that involve risks
and uncertainties, such as our plans, objectives, expectations and intentions.
Actual results and the timing of events could differ materially from those
anticipated in these forward-looking statements as a result of a number of
factors, including those set forth under "Factors Affecting Future Performance,"
"Description of Business" and elsewhere in this report.

YEAR ENDED DECEMBER 31, 2002

     In 2002 we continued our strategy of stabilizing the acquired ECHANGE
customer base, with particular emphasis on European customers and Solution
Provider partners. Over 50% of our 2002 sales were made through our partner
channel, and over 30 of our customers are headquartered outside the United
States. During the year we also conducted a more active campaign to sell
additional ECHANGE licenses to existing customers, and to close new customers.
Our total customer base expanded to over 90 by the end of 2002. New license
sales totaled almost $240,000 for the year. In addition, we closed maintenance
and support agreements of over $1.3 million, a majority of which represented
customers who renewed existing agreements with Entrada. A portion of the$1.3
million was in deferred revenue at December 31, 2002.

     During 2002 we continued to ready KINNOSA for commercial use. Major
accomplishments included a significant upgrade of the portal technology, and
adding the capability of accessing PRODUCT BIOGRAPHIES by simply scanning
commercially available marks placed on objects. Using simple hand-held scanners,
inexpensive digital cameras, or even the camera capability now included in
cellular telephones, a product's complete life history can be accessed, and its
pedigree and authenticity verified. We believe this capability will have
widespread applicability in the authentication of automotive and aerospace
components, and in specialty consumer goods and art works where authenticity is
important, but difficult to verify.

     We closed almost $1.6 million in business for the year, $1,376,000 was
recognized for financial statement purposes. The balance represents either
revenue deferred over the term of support and maintenance contracts, or other
revenue for which the earning process was not completed by year-end. Cost of
sales of $108,410 includes both royalty payments to third party technology
partners whose products are included in our products, and professional services
performed for customers by third party providers.

     Operating expenses totaled $2.6 million, an increase of 20% over the prior
year, reflecting our further emergence as an operating company, and the
continued initiative to ready KINNOSA for market. Personnel costs, including
salaries, commissions, benefits and contract employees, comprised 80% of

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operating expenses. As expected as we increased our sales and customer support
activities during the year, customer support, sales and engineering expenses all
increased over the prior year.

     Interest expense of $114,402 for the year related to convertible notes
issued for financing purposes in prior years, and borrowings under a secured
line of credit.

YEAR ENDED DECEMBER 31, 2001

     During the year 2001 we completely evolved from a development company to a
true operating company. Once we acquired the ECHANGE product line and customer
base in March, we immediately began building the sales and support organizations
to exploit this opportunity. On May 1 we began active support of ECHANGE
customers, and initiated sales of ECHANGE solutions to current and new
customers. Through December 31, we closed business transactions with over 50
customers, generating over $1.1 million in business. Most of this business was
from support and maintenance contracts, the revenue for which is recognized over
the term of the contract, generally one year. The original worldwide ECHANGE
customer base was nearly 200, and, while some of these customers have abandoned
ECHANGE for other products, we believe there are still a number of businesses
with whom we have the opportunity to complete a support contract and/or to sell
new licenses in future years.

     A key component of our sales strategy is the use of Solution Provider
partners to sell and provide services for our solutions. By the end of 2001 we
had completed agreements with17 such partners, many of which have already
generated license and support sales for us.

     While we closed over $1.1 million in business for the year, $602,390 of
which was recognized for financial statement purposes. The balance represents
either revenue deferred over the term of support and maintenance contracts, or
other revenue for which the earning process was not completed by year-end. Cost
of sales of $116,553 represents both royalty payments to third party technology
partners whose products are included in our products, and professional services
performed for customers by third party providers.

     Operating expenses totaled nearly $2.2 million, an increase of 35% over the
prior year, reflecting our emergence as an operating company. Personnel costs,
including salaries, commissions, benefits and contract employees, comprised over
80% of operating expenses. As expected as we increased our sales and support
activities during the year, customer support, sales and engineering expenses all
increased over the prior year.

     Interest expense of $39,359 for the year related to convertible notes
issued for financing purposes during the year.

LIQUIDITY AND CAPITAL RESERVES

     Since beginning operations in 1999, we have maintained minimal cash
reserves and generated no significant working capital from operations until the
second half of 2001. Prior to that time, essentially all working capital came
from outside investors and lenders. During 2002 we raised $159,000 from the sale
of Series B preferred stock, and raised a net amount of $58,000 from the
issuance of convertible notes payable. With the expansion of our ECHANGE
business in 2002, we increased the amount of working capital generated from
operations. While we were able to fund a significant portion of our current
operations from sales activities, we did not generate sufficient capital to fund
all our operations, retire accumulated debts or expand our business. At the end
of 2002 we maintained minimal capital reserves and remained dependent on sales
activities and outside investment to continue funding operations in 2003.

PLAN OF OPERATIONS FOR FISCAL YEAR 2003

     We expect to continue to generate working capital as our operations expand
in 2003, however, we do not believe that operations will generate sufficient
working capital to meet our current expenditures, expand our sales to meet our
business plan, or to retire prior accumulated debts. In order to meet our 2003
operating plan, we intend to hire up to 40 additional employees by December 31,

                                       11
<PAGE>
and significantly expand our sales and marketing program. Therefore, we believe
we will need up to $2 million in additional funds to fully execute our business
plan in 2003.

     If we are able to raise the additional funds, we believe that we will have
sufficient working capital to execute our business plan and to reach a level of
operations that will generate positive earnings and cash flow by the end of
2003. However, meeting these objectives is contingent upon not only obtaining
adequate capital at a reasonable price, but also successfully executing our
business plan.

                                       12
<PAGE>
ITEM 7. FINANCIAL STATEMENTS

                                      INDEX

     Report of Independent Public Accountants............................14

     Balance sheets at December 31, 2002 and 2001........................15

     Statements of Operations for the years ended
       December 31, 2002 and 2001........................................16

     Statements of Cash Flows for the years ended
       December 31, 2002 and 2001........................................17

     Statements of Stockholders' Equity for years ended
       December 31, 2002 and 2001........................................18

     Notes to the Financial Statements...................................19

                                       13
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and the Board of Directors
of Entrada Software, Inc.

We have audited the accompanying balance sheets of Entrada Software, Inc. (the
"Company") as of December 31, 2002 and 2001 and the related statements of
operations, stockholders' equity 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 audit.

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 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 Entrada Software, Inc. as of
December 31, 2002 and 2001, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has had continuing
operating losses and had a net loss of $1,599,898 for the year ended December
31, 2002. The Company also has limited working capital reserves. There is a
working capital deficiency of $2,414,429 at December 31, 2002. The Company
expects to face many operating and industry challenges and will be doing
business in a highly competitive industry. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
with regard to these matters are discussed in Note 1. The financial statements
do not include any adjustments relating to the recoverability and classification
of asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.

/s/ EPSTEIN, WEBER & CONOVER, PLC

Scottsdale, Arizona
March 3, 2003

                                       14
<PAGE>
                             ENTRADA SOFTWARE, INC.

                                 BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                                  2002           2001
                                                                               -----------    -----------
<S>                                                                            <C>            <C>
                                     ASSETS
Current assets
  Cash and cash equivalents                                                    $    12,899    $    21,884
  Accounts receivable                                                              278,832        270,514
  Prepaid expenses and deposits                                                     40,178         21,339
                                                                               -----------    -----------
      Total current assets                                                         331,909        313,737
                                                                               -----------    -----------

Furniture, fixtures and equipment                                                  168,346        162,165
Less accumulated depreciation                                                      (86,856)       (54,746)
                                                                               -----------    -----------
      Net furniture, fixtures and equipment                                         81,490        107,419
                                                                               -----------    -----------

Deposits                                                                            11,450         20,279
Intellectual property, net of accumulated amortization                              20,166         23,262
                                                                               -----------    -----------
      Total assets                                                             $   445,015    $   464,697
                                                                               ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
  Accounts payable and accrued expenses                                        $ 1,532,925    $   697,689
  Deferred revenue                                                                 670,367        489,700
  Notes payable                                                                    543,046        260,000
                                                                               -----------    -----------
      Total current liabilities                                                  2,746,338      1,447,389

Notes payable                                                                      334,626        295,626
Other liabilities                                                                  126,725         86,907
                                                                               -----------    -----------
      Total liabilities                                                          3,207,689      1,829,922
                                                                               -----------    -----------

Stockholders' deficit
  Serial preferred stock, $.001 par value; authorized 5,000,000 shares:
    Series A convertible preferred stock, $.001 par value; $1.00 liquidation
      preference, 250,000 shares authorized, issued and outstanding in 2002
      and 2001 250 250
    Series B convertible preferred stock, $.001 par value; $1.00 liquidation
      preference, 1,700,000 shares authorized, 847,479 shares issued and
      outstanding in 2002, 620,029 in 2001 848 620
  Common stock; $.001 par value, authorized 70,000,000 shares,
    7,381,676 shares issued and outstanding in 2002 and 2001                         7,381          7,381
  Paid in capital                                                                2,470,219      2,242,997
  Accrued dividends                                                                (78,738)       (53,737)
  Accumulated deficit                                                           (5,162,634)    (3,562,736)
                                                                               -----------    -----------
      Total stockholders' deficit                                               (2,762,674)    (1,365,225)
                                                                               -----------    -----------
      Total liabilities and stockholders' deficit                              $   445,015    $   464,697
                                                                               ===========    ===========
</TABLE>

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

                                       15
<PAGE>
                             ENTRADA SOFTWARE, INC.

                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                          2002           2001
                                                       -----------    -----------
<S>                                                    <C>            <C>
Revenue
  License sales                                        $   238,810    $   223,244
  Support services                                       1,096,261        325,365
  Other revenue                                             41,374         53,781
                                                       -----------    -----------
    Total revenue                                        1,376,445        602,390
Cost of sales                                              108,410        116,553
                                                       -----------    -----------
    Gross profit                                         1,268,035        485,837

Operating expenses
  General and administration                             1,022,392        709,433
  Engineering and  product development                     907,923        695,679
  Sales and marketing                                      590,469        524,342
  Customer support                                         240,465        254,777
                                                       -----------    -----------
    Total operating expenses                             2,761,249      2,184,231
                                                       -----------    -----------
    Loss from operations                                (1,493,214)    (1,698,394)

Other income (expense)
  Interest expense                                        (114,402)       (39,359)
  Interest income                                            7,718
                                                       -----------    -----------
    Total other                                           (106,684)       (39,359)
                                                       -----------    -----------

    Net loss                                           $(1,599,898)   $(1,737,753)
                                                       ===========    ===========

Loss per common share
  Basic                                                $      (.22)   $      (.24)
                                                       ===========    ===========
  Diluted                                              $      (.22)   $      (.24)
                                                       ===========    ===========

Weighted average number of common shares outstanding
  Basic                                                  7,381,626      7,381,626
                                                       ===========    ===========
  Diluted                                                7,381,626      7,381,626
                                                       ===========    ===========
</TABLE>

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

                                       16
<PAGE>
                             ENTRADA SOFTWARE, INC.

                             STATEMENTS OF CASH FLOW
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                             2002           2001
                                                                          -----------    -----------
<S>                                                                       <C>            <C>
Cash flow from operating activities:
  Net loss                                                                $(1,599,898)   $(1,737,753)
  Reconcile loss to net cash used in operating activities:
    Depreciation and amortization                                              36,606         35,099
    Stock issued for services                                                  13,450         42,801
    Changes in assets and liabilities:
      Accounts receivable, prepaid expenses and deposits                      (18,328)      (285,477)
      Deferred revenue                                                        180,667        452,200
      Payables, accruals and other liabilities                              1,168,906        552,556
                                                                          -----------    -----------
        Net cash used in operating activities                                (218,597)      (940,574)
                                                                          -----------    -----------
Cash flows from financing activities:
  Proceeds from notes payable                                                  92,306
  Sale of Series B preferred stock                                            159,000        375,936
  Payments on notes payable                                                   (34,113)       615,000
                                                                          -----------    -----------
        Net cash provided by financing activities                             217,193        990,936
                                                                          -----------    -----------
Cash flows from investing activities:
  Purchase of furniture, fixtures and equipment                                (7,581)       (21,132)
  Purchase of intangible assets                                                              (11,570)
                                                                          -----------    -----------
        Net cash used in investing activities                                  (7,581)       (32,702)
                                                                          -----------    -----------
Net increase (decrease) in cash                                                (8,985)        17,660
Cash, beginning of year                                                        21,884          4,224
                                                                          -----------    -----------
Cash, end of year                                                         $    12,899    $    21,884
                                                                          ===========    ===========
Supplemental disclosure of cash flow information:
  Cash paid for interest                                                  $    54,900    $     4,813
                                                                          ===========    ===========
Supplemental disclosure of non-cash investing and financing activities:
  Preferred stock issued upon conversion of debt and
    related accrued interest                                              $    55,000    $   196,129
                                                                          ===========    ===========

  Accrued compensation converted to notes payable                         $   174,000    $    45,522
                                                                          ===========    ===========

  Preferred stock issued for services performed                           $    13,450    $    42,801
                                                                          ===========    ===========
</TABLE>

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

                                       17
<PAGE>
                             ENTRADA SOFTWARE, INC.

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                 COMMON STOCK            SERIES A PREFERRED STOCK      SERIES B PREFERRED STOCK
                          --------------------------    --------------------------    --------------------------
                             SHARES         AMOUNT         SHARES         AMOUNT         SHARES         AMOUNT
                          -----------    -----------    -----------    -----------    -----------    -----------
<S>                       <C>            <C>            <C>            <C>            <C>            <C>
December 31, 2000           7,381,676    $     7,381        250,000    $       250
  Issue preferred stock                                                                   620,029            620
  Accrued dividends
  Net loss
                          -----------    -----------    -----------    -----------    -----------    -----------
December 31, 2001           7,381,676    $     7,381        250,000    $       250        620,029    $       620
  Issue preferred stock                                                                   227,450            228
  Accrued dividends
  Net loss
                          -----------    -----------    -----------    -----------    -----------    -----------
December 31, 2002           7,381,676    $     7,381        250,000    $       250        847,479    $       848
                          ===========    ===========    ===========    ===========    ===========    ===========

                                                                      STOCKHOLDERS'
                            PAID IN        ACCRUED      ACCUMULATED      EQUITY
                            CAPITAL       DIVIDENDS       DEFICIT       (DEFICIT)
                          -----------    -----------    -----------    -----------
December 31, 2000         $ 1,628,838    $   (28,738)   $(1,824,983)   $  (217,252)
  Issue preferred stock       614,159                                      614,779
  Accrued dividends                          (24,999)                      (24,999)
  Net loss                                               (1,737,753)    (1,737,753)
                          -----------    -----------    -----------    -----------
December 31, 2001         $ 2,242,997    $   (53,737)   $(3,562,736)   $(1,365,225)
  Issue preferred stock       227,222                                      227,450
  Accrued dividends                          (25,001)                      (25,001)
  Net loss                                               (1,599,898)    (1,599,898)
                          -----------    -----------    -----------    -----------
December 31, 2002         $ 2,470,219    $   (78,738)   $(5,162,634)   $(2,762,674)
                          ===========    ===========    ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       18
<PAGE>
                             ENTRADA SOFTWARE, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


(1) ORGANIZATION AND OPERATIONS

BACKGROUND AND CURRENT OPERATIONS

     Entrada Software, Inc. (a Nevada corporation, the "Company") was
incorporated in Delaware on May 7, 1998 as CIMsoft, Inc., and commenced limited
operations in 1999. On September 1, 1999 the company executed a reverse merger
with a non-trading public company with no operations, and reincorporated in
Nevada as Entrada Software, Inc.

     The Company has developed and currently markets two software lines -
Kinnosa, that tracks product content information for manufacturers and their
suppliers and customers, and eChange, that provides electronic document
management.

MANAGEMENT PLANS

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company commenced revenue
operations in May 2001 with support and sales of its acquired eChange product
line, and expanded eChange operations in 2002. At the same time the Company
finalized initial development of its Kinnosa product, and began preparing to
take Kinnosa to market. The Company neither expected nor planned to become
profitable with only eChange operations. While such operations were profitable
as a separate line of business, they did not generate sufficient profits to
cover all corporate operating and development costs. Consequently the Company
had losses of $1,599,898 and $1,737,753 for the years ended December 31, 2002
and 2001, respectively, and has limited working capital reserves. The Company
expects to face many operating and industry challenges and will be doing
business in a highly competitive industry.

     Cash reserves at December 31, 2002 were essentially depleted. Although the
Company is generating cash flow from sales activities, such cash flow is
sufficient only to cover a portion of current operating expenses, and does not
permit the Company to retire prior debts or expand its operations. The Company
believes that it needs additional cash, either from outside financing or
expanded sales activities, in order to retire debts accumulated over the last
two years and significantly expand the Company's operations.

     If the Company is unable to produce sales as planned and/or raise
additional investment capital to fully implement its business plan, it may
jeopardize the ability of the Company to continue as a going concern.

(2) SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

     Cash and cash equivalents include cash and liquid investments with a
maturity of three months or less.

                                       19
<PAGE>
INCOME TAXES

     The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards (SFAS) No. 109, which requires the use of an
asset and liability approach. The effect of recognizing the tax effect of the
Company's accumulated loss resulted in a deferred income tax asset of
approximately $2,045,000, which was fully offset by an equal valuation
allowance. Such allowance increased by $638,000 for the year ended December 31,
2002. The valuation allowance was provided due to the uncertainty of future
realization of federal and state net operating loss carry-forwards.

     The Company generated a current income tax benefit of $522,000 during the
year ended December 31, 2002, which was fully offset by an equal deferred tax
provision.

     The difference between the tax benefit calculated by applying the statutory
federal and state tax rate of 40% to the Company's loss for the year and the
absence of a recorded benefit is due to the application of the valuation
allowance.

     The Company had a cumulative net operating loss for federal and state tax
purposes of approximately $4,285,000 at December 31, 2002. The federal net
operating loss carry-forwards expire in 2019 through 2023 and state loss
carry-forwards expire in 2004 through 2008.

     The deferred income tax asset at December 31, 2002, includes $1,714,000
related to the net operating loss carry-forward; $178,000 related to book/tax
differences in recording revenue; and $152,000 relating to book/tax differences
in recording employee compensation.

USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and the
accompanying notes. Actual results could differ from those estimates.

RESEARCH AND DEVELOPMENT

     Research and development costs, which were approximately $834,000 and
$700,000 for the years ended December 31, 2002 and 2001, respectively, are
charged to operations as incurred.

ADVERTISING COSTS

     The Company has incurred no advertising expense to date. Advertising costs
will be charged to operations when incurred.

FURNITURE, FIXTURES AND EQUIPMENT

     Furniture, fixtures and equipment consists primarily of computer equipment
and office furniture, is recorded at cost and is depreciated using the straight
line method over estimated useful lives of generally five years. Management has
evaluated the carrying value of all long-lived assets in accordance with SFAS
No, 121, and believes that no adjustment of carrying values is necessary.
Depreciation expense for the years ended December 31, 2002 and 2001 was $33,510
and $32,830, respectively.

INTANGIBLE ASSETS

     Intangible assets consist of the cost of acquiring the intellectual
property that is the basis for the Company's software products, the cost of
applying for trademarks on the Company's proprietary names and the cost of
acquiring the eChange product line. Intangible assets are amortized on the
straight-line basis over three years.

REVENUE RECOGNITION

     The Company recognizes revenues in accordance with Statement of Position
("SOP") 97-2, "Software Revenue Recognition," and SOP 98-9, "Modifications of
SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions."
The Company derives revenues from the license of software products under
software license agreements, the delivery of professional services and software

                                       20
<PAGE>
maintenance services. If sales contracts contain multiple elements, and
vendor-specific objective evidence exists for all undelivered elements, the
Company accounts for the delivered elements in accordance with the "Residual
Method" prescribed by SOP 98-9.

     License revenues are recognized when persuasive evidence of an arrangement
exists, the fee is fixed or determinable, collection is probable, and delivery
and customer acceptance of the software products have occurred, if required
under the terms of the contract. In the event the Company grants its customers
the right to specified upgrades, license revenue is deferred until delivery of
the specified upgrade. If vendor-specific objective evidence of fair value
exists for the specified upgrade, then an amount equal to this fair value is
deferred. If vendor-specific objective evidence of fair value for the upgrade
does not exist, then the entire license fee is deferred until the delivery of
the specified upgrade. Allowances for estimated returns are provided upon
product delivery. In instances where vendor obligations remain, revenues are
deferred until the obligation has been satisfied.

     Revenues from professional services consist of implementation and training
services. Training revenues are recognized as the services are performed. Since
implementation services are typically performed under fixed-price contracts,
revenues are recognized upon customer acceptance. Any provision for estimated
losses on fixed-price professional service contracts, would be recognized in the
period in which the loss becomes known.

     Maintenance and support contracts include the right to unspecified upgrades
on a when-and-if available basis, and ongoing support. Maintenance and support
revenues are recognized ratably over the term of the associated contract, which
is generally twelve months.

     Cost of sales includes royalties due to third parties for integrated
technologies, the cost of manuals and product documentation and the costs of
third parties contracted to provide implementation services for customers.

LOSS PER SHARE

     Convertible preferred stock and outstanding options and warrants were not
considered in the calculation for diluted earnings per share for the years ended
December 31, 2002 and 2001 because the effect of their inclusion would be
anti-dilutive. Net loss per share is calculated using the weighted average
number of shares of common stock outstanding during the year.

                                                        2002           2001
                                                     -----------    -----------
Net loss                                             $(1,599,898)   $(1,737,753)
Preferred stock dividends                                (25,001)       (24,999)
                                                     -----------    -----------
Loss available to common shareholders                $(1,624,899)   $(1,762,752)
                                                     ===========    ===========

Number of shares outstanding                           7,381,676      7,381,676
                                                     ===========    ===========

Basic loss per share                                 $     (0.22)   $     (0.24)
Effect of dilutive securities                                 --             --
                                                     -----------    -----------
Diluted loss per share                               $     (0.22)   $     (0.24)
                                                     ===========    ===========

     The Company had convertible preferred stock, options and warrants
outstanding that were potential common stock at December 31, 2002 and 2001.
However, these securities and the preferred stock dividends and note interest
were not considered in the calculation for diluted earnings per share because
the effect would be anti-dilutive.

     At December 31, 2002, there were 250,000 shares of Series A preferred stock
convertible into 264,550 shares of common stock; 847,479 shares of Series B
preferred stock outstanding convertible into 847,479 shares of common stock;
967,162 warrants convertible into 967,162 shares of common stock, and 2,413,006

                                       21
<PAGE>
options outstanding. In addition, there are notes payable and associated accrued
interest convertible to 773,516 shares of Series B convertible preferred stock
at December 31, 2002. Preferred stock dividends of $25,000 and interest on
convertible notes of $35,743 could be added to reduce the net loss available to
common stockholders for purposes of calculating diluted loss per share for the
year ended December 31, 2002.

     At December 31, 2001, there was outstanding preferred stock convertible
into 885,026 shares of common stock, and warrants and options exercisable for
1,945,838 shares of common stock. In addition, there were notes payable and
associated accrued interest convertible to 589,031 shares of Series B
convertible preferred stock at December 31, 2001. Preferred stock dividends of
$24,999 and interest on convertible notes of $33,405 could be added to reduce
the net loss available to common stockholders for purposes of calculating
diluted loss per share for the year ended December 31, 2001.

(3) NOTES PAYABLE AND RELATED PARTY TRANSACTIONS

     At December 31, 2002 the Company had $429,626 in unsecured notes, due to
officers and employees, that have 7-9% interest rates, are due January 1, 2003
through January 1, 2004 and are convertible, including accrued interest, into
475,594 shares of Series B preferred stock. The Company also has a $40,000
unsecured note, due to a stockholder, that has a 9% interest rate, is due
January 1, 2004 and is convertible, including accrued interest, into 47,683
shares of Series B preferred stock.

     At December 31, 2002 the Company had $356,325 in unsecured notes, due to
unrelated parties, that have 9-10% interest rates, $72,153 of which was due
December 31, 2002, and $284,172 of which is due before December 31, 2003. These
notes, including accrued interest, are convertible into 297,922 shares of Series
B preferred stock.

     Also included in notes payable is $92,300 borrowed under a line of credit
arrangement secured by accounts receivable. The note bears varying interest
rates of from 15-30% and is repaid as the corresponding receivables are
collected.

     Subsequent to December 31, 2002, notes to related parties with an aggregate
principal balance due of $202,887 matured without payment by the Company. The
Company is attempting to extend and renegotiate the notes with the creditors.

(4) STOCKHOLDERS' EQUITY

PREFERRED STOCK

     The Company's Board of Directors divides preferred shares into series and
fixes dividend rates, designations, preferences and privileges.

SERIES A PREFERRED STOCK

     Series A stock has a $1.00 per share liquidation preference and a 10%
cumulative dividend. Each share of Series A stock is convertible into 1.06
shares of common stock. The Company may redeem the shares of Series A Preferred
at $1.00 per share plus any unpaid dividends. Under certain circumstances the
Company may not establish a series of preferred stock superior to the Series A
preferred, without the consent of the Series A stockholders. The holders of the
Series A preferred have preference, over common stockholders, in payment of
dividends and in liquidation distributions. In the event of any liquidation of
the Company, the holders of the Series A preferred will receive any cumulative
but unpaid dividends, in addition to a $1.00 per share liquidation preference,
before the common stockholders receive any assets.

     The holders of the Series A preferred are entitled to votes equal to the
number of shares of common stock into which these shares are convertible.
Holders of shares of Series A preferred will generally vote with the holders of
common stock, as a class, on all matters except for matters where vote as a

                                       22
<PAGE>
class is specified. The accrued, but undeclared, dividend on the Series A
preferred stock was $78,739, or $.32 per share, at December 31, 2002.

SERIES B PREFERRED STOCK

     In 2001, the Company designated 1,700,000 shares as Series B convertible
preferred stock. Series B stock has a liquidation preference equal to the amount
paid to the Company by the purchaser. Each share of Series B preferred is
convertible at any time by the holder into one share of common stock. Under
certain circumstances the Company may not establish a series of preferred stock
superior to the Series B preferred, without the consent of the Series B
stockholders. The holders of the Series B preferred have preference, over all
other stockholders, in liquidation distributions. In the event of any
liquidation of the Company, the holders of the Series B preferred will receive a
liquidation preference before the common and Series A stockholders receive any
assets.

     The holders of the Series B preferred are entitled to votes equal to the
number of shares of common stock into which these shares are convertible.
Holders of shares of Series B preferred will generally vote with the holders of
common stock as a class on all matters except for matters where vote as a class
is specified.

     During the years ended December 31, 2002 and 2001, the Company issued
227,450 and 620,029 shares, respectively, of Series B convertible preferred
stock for cash, as consideration for services and in conversion of debt and
related accrued interest. All of these transactions were at $1 per share.

STOCK OPTION PLAN

     The Company's1999 Equity Incentive Plan reserves 5,000,000 shares of common
stock for option and stock grants, and expires September 30, 2009. Options are
granted and become exercisable based on the discretion of the Board of Directors
and must be exercised within ten years of the date of grant. As of December 31,
2002, the Company had granted 2,413,006 options with generally a four-year
vesting period. At December 31, 2002, 1,044,906 options were exercisable, and
none had been exercised.

     A summary of stock option activity for the years ended December 31, 2002
and 2001 is as follows:

<TABLE>
<CAPTION>
                                                                      Weighted Average
                                                           2002        Exercise price        2001
                                                        -----------   ----------------   -----------
<S>                                                     <C>           <C>                <C>
Options outstanding, beginning of year                    1,207,986         $1.31            456,000
  Granted                                                 1,314,100         $ .82            781,626
  Exercised                                                      --                               --
  Terminated/expired                                       (109,080)        $ .90            (29,640)
                                                        -----------                      -----------
Options outstanding, end of year                          2,413,006         $1.04          1,207,986
                                                        ===========                      ===========

Options exercisable, end of year                          1,044,906         $1.20            457,156
                                                        ===========                      ===========

Options available for grant, end of year                  2,586,994                          892,014
                                                        ===========                      ===========

Weighted average remaining contractual lives              9.3 years                        9.1 years
                                                        ===========                      ===========

Weighted average fair value of options granted          $       .82                      $       .67
                                                        ===========                      ===========
</TABLE>

                                       23
<PAGE>
     Options outstanding at December 31, 2002 are as follows:

                            NUMBER OF    EXERCISE
                             OPTIONS      PRICE
                            ---------    --------
                              109,000     $ .50
                               30,000     $ .65
                            1,033,000     $ .75
                              642,740     $ .90
                              209,726     $1.00
                              100,000     $1.40
                              288,540     $2.50

     The Company has adopted the disclosure-only provisions of SFAS No. 123,
ACCOUNTING FOR STOCK-BASED COMPENSATION, and continues to account for stock
based compensation using the intrinsic value method prescribed by APB No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES. The Company has determined that the
best measure of value of the Company's common stock, for purposes of determining
intrinsic value of the granted options, is the $1 value of the Series B
preferred stock. That determination was based on fact that the Company issued
significantly more Series B preferred stock than what was traded during the year
in its common stock. Each share of Series B preferred stock is convertible into
a share of common stock. Accordingly, there is no material compensation cost for
the stock options granted to employees. Had compensation cost for the Company's
stock options been determined based on the fair value at the grant date for
awards, consistent with the provisions of SFAS No. 123, the Company's net loss
and loss per share would have been increased by $779,000 and $.10 respectively,
for 2002, and by $179,000 and $.02, respectively for 2001.

     Under the provisions of SFAS No. 123, there are 1,044,906 fully vested
options for the year ended December 31, 2002, and 457,156 fully vested options
for the year ended December 31, 2001, used to determine net earnings and
earnings per share under a pro forma basis. The fair value of each option grant
is estimated on the date of grant using the minimum value method with the
following assumptions for year ended December 31, 2002:

                Dividend yield                   None
                Volatility                       0.85 to 0.93
                Risk free interest rate          4.851%
                Expected asset life              10 years

     The value of the stock used in the calculation was $.90 per share,
calculated as a discount of the price of the Series B preferred stock
transactions occurring in the year ended December 31, 2002. The fair value of
options granted in the year ended December 31, 2002, was determined by using the
Black-Scholes option pricing model.

COMMON STOCK WARRANTS

     In connection with financing activities in 2002 and 2001, the Company
granted 237,450 and 728,212 warrants, respectively, to purchase common stock at
$.50 to $1.25 per share for periods of from two to six years. The warrants were
granted either in connection with the purchase of Series B preferred stock, in
connection with a loan to the Company or to third party intermediaries

                                       24
<PAGE>
(5) COMMITMENTS

EMPLOYMENT CONTRACTS

     The Company has employment contracts with three executive
officers/stockholders that require exclusive service to the Company in exchange
for up to nine month's salary continuation in certain events of termination.

LEASES

     The Company leases its corporate offices for minimum annual rent of
approximately $170,000 through August 2004. The Company also leases computer and
other office equipment under operating leases through 2003. Future minimum lease
payments are as follows:

     Year ending December 31:
               2003                                  $244,000
               2004                                   178,000
                                                     --------
                 Total                               $422,000
                                                     ========

     Total rent expense for the years ended December 31, 2002 and 2001 was
$194,000 and $170,000, respectively.

(6) CONCENTRATIONS

     In 2002 the Company's revenue was derived from over 80 customers, no one of
which constituted more than 10% of the total. Accounts receivable at December
31, 2002 consisted of accounts with 19 customers, with no one customer
comprising more than 20% of the total.

Although the Company's cash balances may at times exceed federally insured
deposit limits, at December 31, 2002, these limits were not exceeded.

(7) GEOGRAPHIC INFORMATION

     In 2002, the Company derived net revenue of $1,376,445 on gross sales of
$1,591,446. The Company had gross sales to customers in North America of
$1,061,756, and sales to foreign countries of $529,690, approximately 50% of
which were to customers in the United Kingdom.

                                       25
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None.

                                    PART III

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

The directors and executive officers of Entrada were:

NAME                     AGE          POSITION
----                     ---          --------
Stephen D. Haber         60           Director, President
                                        and Chief Executive Officer

Bruce D. Williams        48           Director

Terry L. Simpson         51           Director

Terry J. Gustafson       57           Chief Financial Officer, Secretary and
                                        Treasurer

John A. Lewis            32           VP, Chief Product Officer

Debra Henry              40           VP, Marketing and Communications

     STEPHEN D. HABER, DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER.
Effective March 1, 2003 Mr. Haber joined Entrada as President and Chief
Executive Officer, and was elected to the Board of Directors. During the last
thirty years Mr. Haber has both consulted and assumed responsibility as a senior
or top executive for a large number of companies in these categories. Since
forming Haber Associates in 1982, Mr. Haber has spent significant time
consulting to senior management of high tech companies in transition including
large multinational enterprises. In addition, he has held board level positions
with several companies, using his many years of experience to influence and
direct their success. Mr. Haber is experienced in general management, strategic
planning, product launch, marketing plans, sales strategies, operating controls,
manufacturing and operations, budgeting, internal reporting, SEC reporting and
cash management. He has experience with international operations. He has worked
closely with the legal community and in contract negotiation and administration
and has executed several acquisitions, business sales and reorganizations as
well as traditional bank and VC financing.

     Prior to his corporate operating experience, Mr. Haber spent over seven
years in public accounting including four years with Arthur Young during the
period when they were establishing a dominant position with high-tech startups
in Silicon Valley (1968-1972). He is a graduate of the University of California,
Berkeley, where he studied business administration.

     BRUCE D. WILLIAMS, DIRECTOR. Mr. Williams was a founder of CIMsoft, Inc.,
and served as President and Chief Executive Officer of Entrada from September
1999 to March 2003. From 1994 to 1999, Mr. Williams was a Strategic Business
Development Manager for Sybase, Inc., responsible for developing the handheld
and embedded strategic business relationships between Sybase and major partners,
including Motorola, Intermec, Symbol, 3Com, Sun, SAIC, and others. He also
developed the strategic business relationship between Sybase and Motorola, Inc.
Earlier he developed a new southwestern professional services district based in
Phoenix, Arizona, and performed staff, sales, and delivery management of

                                       26
<PAGE>
consulting services. This involved managing a professional services district
with a staff of 40 consultants, practice managers, and district administrators.

     Effective March 1, 2003 Mr. Williams resigned as Chairman, President and
Chief Executive Officer, but remained as a director.

     TERRY L. SIMPSON, DIRECTOR. Mr. Simpson was a founder of CIMsoft, Inc., and
the inventor of the KINNOSA product suite, and has served as a Directors and
Technical Strategist of Entrada since September 1999. From 1996 through 1999 Mr.
Simpson was employed by Sybase, Inc. to manage the implementation of KINNOSA
product at Motorola. He was responsible for successfully planning resources and
delivering major consulting projects on schedule, to successfully put KINNOSA
into a production environment. From 1991 to 1996 Mr. Simpson was a consultant
and completed the KINNOSA product development.

     Mr. Simpson holds a Bachelor of Science Degree in Engineering from West
Virginia University.

     TERRY J. GUSTAFSON, VP FINANCE, CHIEF FINANCIAL OFFICER, SECRETARY AND
TREASURER. Mr. Gustafson was a founder of CIMsoft, Inc., and has served as Chief
Financial Officer, Secretary and Treasurer of Entrada since September 1999. From
1993 to 1998 he was Vice President Finance, Chief Financial Officer, Secretary
and Treasurer of Xantel Corporation, a high-tech start-up company he co-founded
in 1993. While at Xantel he performed virtually all administrative, finance and
accounting functions for the company until 1998.

     Mr. Gustafson has over twenty years experience with KPMG Peat Marwick where
he served as a partner from 1984 until 1991. Mr. Gustafson joined KPMG Peat
Marwick in 1969 in Cleveland, Ohio. While in public accounting, he specialized
in providing accounting, auditing and business advisory services to high
technology companies. Mr. Gustafson left KPMG Peat Marwick in 1979 to become
Chief Financial Officer and Treasurer for Wien Air Alaska, a publicly-held $150
million regional air carrier, until he rejoined KPMG Peat Marwick in 1982.

     Mr. Gustafson holds a Bachelor of Arts Degree in Business Administration
from Baldwin-Wallace College, Berea, Ohio and a Masters in Business
Administration from Kent State University, Kent, Ohio.

     JOHN A. LEWIS, VP, CHIEF PRODUCT OFFICER. After working in several rigorous
software development environments, Mr. Lewis joined Andersen Consulting in 1993
in order to provide technology-driven business solutions directly to customers.
With Andersen, he was an integral part of designing and implementing
mission-critical systems for customers including Intel and AT&T. In 1995, Mr.
Lewis joined Sybase, Inc. to start a new Professional Services practice for the
company. He and his team delivered strategic technologies to customers including
American Express and Motorola. In 1998, Mr. Lewis and several associates formed
Arcanum International Corporation as a Systems Integration firm that provided
enterprise-class systems architecture and design services to customers including
Motorola and Cisco.

     Mr. Lewis' education includes a Bachelor of Arts Degree from Pepperdine
University where he graduated Magna Cum Laude, and extensive graduate studies in
Computer Science at Arizona State University.

     DEBRA HENRY, VICE PRESIDENT, MARKETING AND COMMUNICATIONS. Debra Henry has
over 18 years of marketing, brand and product management experience and success
with high technology companies. As Entrada Software's Vice President of
Marketing and Communications, Ms. Henry is responsible for overall corporate

                                       27
<PAGE>
strategic marketing direction, including branding, product vision and strategy
and corporate communications.

     Prior to joining Entrada Software, Debra directed the corporate marketing
and communications efforts for several privately held software development and
services companies. Previously, she was director of marketing for Avnet Inc.'s
Hall-Mark Division in Phoenix, Arizona, where she was responsible for the
initial conception and successful execution of the company's IBM channel
marketing program. In this role, Debra spearheaded value-added programs that
were considered "industry firsts" for the channel, and were then adopted
globally. Ms. Henry has also held product marketing and brand management
positions with several large technology distributors and solution providers in
the Southwest. She began her career at Texas Instruments in Dallas, Texas, in
product marketing and quickly expanded her role to a marketing communications
management role that included responsibility for market introduction for new
products. Debra is a graduate of the University of Notre Dame where she achieved
a Bachelor of Science degree in chemical engineering.

ITEM 10. EXECUTIVE COMPENSATION

     The following table reflects all forms of compensation earned by Entrada's
Chief Executive Officer for services to Entrada during the year ended December
31, 2002. No officer of Entrada received salary or bonus in excess of $100,000
during this period.

                           SUMMARY COMPENSATION TABLE

                                                             LONG TERM
                                                            COMP AWARDS
                                                        ------------------
                                                            SECURITIES
     NAME/POSITION               YEAR       SALARY      UNDERLYING OPTIONS
     -------------               ----       ------      ------------------
     Bruce D. Williams, CEO      2002      $55,000           165,193

                OPTIONS GRANTED AND EXERCISED IN LAST FISCAL YEAR

     The following table sets forth information with respect to stock options
granted to the Chief Executive Officer during 2002, including the potential
realizable value over the 10 year term of the options based on assumed rates of
stock appreciation of 5% and 10%, compounded annually, over the per share
exercise price of the option, which was the per share market price at the time
of the grant. These assumed rates of appreciation comply with the rules of the
SEC and do not represent Entrada's estimate of future stock price.

                                       28
<PAGE>
<TABLE>
<CAPTION>
                                                                                         REALIZABLE VALUE AT
                                          PERCENTAGE OF                                ASSUMED ANNUAL RATES OF
                           NUMBER OF      TOTAL OPTIONS                                STOCK PRICE APPRECIATION
                          SECURITIES       GRANTED TO                                      FOR OPTION TERM
                          UNDERLYING      EMPLOYEES IN      EXERCISE    EXPIRATION     ------------------------
NAME/POSITION              OPTIONS         FISCAL YEAR       PRICE         DATE            5%            10%
-------------              -------         -----------       -----         ----        ----------    ----------
<S>                        <C>            <C>                <C>        <C>            <C>           <C>
Bruce D. Williams, CEO     125,000             9%            $.75        8/31/12       $138,000      $276,000
</TABLE>

         AGGREGATED OPTIONS EXERCISED IN 2002 AND YEAR-END OPTION VALUES

     The following table sets forth for the Chief Executive Officer the shares
acquired and the value realized on each exercise of stock options during the
year ended December 31, 2002 and the number and value of securities underlying
unexercised options held by such officer at December 31, 2002.

<TABLE>
<CAPTION>
                                                        NUMBER OF SECURITIES UNDERLYING           VALUE OF UNEXERCISED
                                                            UNEXERCISED OPTIONS AT             "IN THE MONEY" OPTIONS AT
                            SHARES                            DECEMBER 31, 2001                    DECEMBER 31, 2002(2)
                         ACQUIRED ON       VALUE        -------------------------------     -------------------------------
NAME                       EXERCISE      RECEIVED(1)    EXERCISABLE       UNEXERCISABLE     EXERCISABLE       UNEXERCISABLE
----                       --------      -----------    -----------       -------------     -----------       -------------
<S>                      <C>             <C>            <C>               <C>               <C>               <C>
Bruce D. Williams, CEO        --         $       --        99,093             66,100          $31,000            $24,000
</TABLE>

----------
(1)  Based on the fair market value of the Company's Common Stock on the
     exercise date, minus the exercise price, multiplied by the number of shares
     exercised.

(2)  Based on the fair market value of the Company's Common Stock as of December
     31, 2002, minus the exercise price, multiplied by the number of shares
     underlying the options.

COMPENSATION OF DIRECTORS

     The present directors of Entrada are not compensated for their services as
directors.

EMPLOYMENT CONTRACTS

     We currently have "at will" employment contracts with Messrs. Williams,
Simpson and Gustafson, that provide for nine month's salary continuation in the
event of termination of employment under certain conditions, but do not specify
compensation amounts.

STOCK OPTION PLAN

     The Company's 1999 Equity Incentive Plan reserves 5,000,000 shares of
common stock for option and stock grants, and expires September 30, 2009. As of
December 31, 2002, the Company had granted 2,413,006 options with generally a
four-year vesting period and exercise prices of $.50 to $2.50. At December 31,
2002, 1,044,906 options were exercisable and none had been exercised.

                                       29
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of December 31, 2002, the ownership of
each person known by us to be the beneficial owner of five percent or more of
Entrada's common stock, each officer and director individually, and all officers
and directors as a group. Entrada has been advised that each person has sole
voting and investment power over the shares listed below unless otherwise
indicated.

<TABLE>
<CAPTION>
                                                   SHARE AMOUNTS AND           PERCENT
     NAME AND ADDRESS OF BENEFICIAL OWNER         NATURE OF OWNERSHIP        OF CLASS (1)
     ------------------------------------         -------------------        ------------
<S>                                               <C>                        <C>
     Terry L. Simpson                                  3,165,259                42.88%
     18775 N. 95th Way
     Scottsdale, Arizona  85255

     Bruce D. Williams                                   979,592                13.27%
     27990 N. 77th Street
     Scottsdale, Arizona  85255

     Terry J. Gustafson                                  734,694                 9.95%
     7363 E. Onyx Court
     Scottsdale, Arizona  85258

     All Directors and Officers                        4,879,545                66.10%
       as a Group (3 persons)

     Aztore Holdings                                   1,015,268                13.75%
     14647 S. 50th St., Suite 130
     Phoenix, Arizona  85044
</TABLE>

----------
(1)  Based on 7,381,676 shares of common stock outstanding at December 31, 2002.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

                                       30
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

2.1(1)         Stock Exchange Agreement by and between TRG and CIMsoft, dated as
               of August 4, 1999

3.1(1)         Articles of Incorporation of Entrada

3.2(2)         Certificate of Designation/Resolution of Designation - Series A
               10% Cumulative Convertible Preferred Stock

3.2(2)         Certificate of Designation/Resolution of Designation - Series B
               Convertible Preferred Stock

3.2(a)(3)      Amended Certificate of Designation/Resolution of Designation -
               Series B Convertible Preferred Stock

3.3(1)         Bylaws of Entrada

4.1(1)         Specimen common stock certificate of Entrada

10.1(1)        Commercial lease dated August 22, 1999

10.2(1)        Entrada 1999 Equity Incentive Plan, Effective July 23, 1999

10.3(1)        Employment Agreement by and between Entrada and Bruce Williams,
               dated as of July 26, 1999

10.4(1)        Employment Agreement by and between Entrada and Terry Gustafson,
               dated as of September 1, 1998

10.5(1)        Employment Agreement by and between Entrada and Terry Simpson,
               dated as of August 1, 1998

----------
(1)  Incorporated by reference from Entrada's Form 10-SB filed with the
     Securities and Exchange Commission on December 10, 1999.

(2)  Incorporated by reference from Entrada's Form 10K-SB filed with the
     Securities and Exchange Commission on March 23, 2001.

(3)  Incorporated by reference from Entrada's Form 10K-SB filed with the
     Securities and Exchange Commission on March 20, 2002.

REPORTS ON FORM 8-K

     None.

                                       31
<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.

ENTRADA SOFTWARE, INC.
(Registrant)

By /s/ Stephen D. Haber
   ----------------------------------
   Stephen D. Haber,
   Director, President and
   Chief Executive Officer

Date: March 24, 2003


By /s/ Terry J. Gustafson
   ----------------------------------
   Terry J. Gustafson,
   Chief Financial Officer

Date: March 24, 2003


By /s/ Bruce D. Williams
   ----------------------------------
   Bruce D. Williams,
   Director

Date: March 24, 2003


By /s/ Terry L. Simpson
   ----------------------------------
   Terry L. Simpson,
   Director

Date: March 24, 2003