================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  FORM 10-KSB/A


                  Annual Report Pursuant to Section 13 or 15(d)
                     of The Securities Exchange Act of 1934


                  For the Fiscal Year Ended September 30, 2002
                         Commission File Number -018515




                            SPECTRASOURCE CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as specified in its charter)



            NEVADA                                          93-0960302
-------------------------------                  -------------------------------
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                        Identification Number)



               14900 WESTHEIMER, STE X, HOUSTON, TEXAS 77082-1504
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                    (Address of Principal Executive Offices)



         Company's telephone number, including area code: (713) 783-0443





--------------------------------------------------------------------------------
    (Former name and address of Company, if changed from last annual report.)


                                ----------------


          SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT:
                                      None

          SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT:
                         ($0.001) Par Value Common Stock

================================================================================
<PAGE>
Indicate by check mark whether the Company: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the Company was required to
file such reports); Yes (X) No () and (2) has been subject to such filing
requirements for the past ninety (90) days; Yes (X) No ()

The issuer's revenues for the twelve months ended September 30, 2002, were
$6,647,730.

As of September 30, 2002, there were 7,184,872 shares of ($0.001) par value
Common Stock (the Company's only class of voting stock) outstanding. The
aggregate market value of the common shares of the Company on September 30,
2002, (based upon the mean of the closing bid and asked price) held by
non-affiliates of the Company, was approximately $262,959.



                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Registrant's Form 8-K filed September 6, 2002, and amended Form
8-K/A filed July 3, 2003, relating to the Registrant's acquisition of a
significant amount of assets, are incorporated by reference into Part II of this
Form 10-KSB/A where indicated.








                                        2
<PAGE>
                         ==============================

                                   FORM 10-KSB

                            SPECTRASOURCE CORPORATION

                                TABLE OF CONTENTS




PART I
         Item  1.  Description of Business
         Item  2.  Description of Property
         Item  3.  Legal Proceedings
         Item  4.  Submission of Matters to a Vote of Security Holders

PART II
         Item  5.  Market for Common Equity and Related
                   Stockholder Matters
         Item  6.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations
         Item  7.  Financial Statements
         Item  8.  Changes in and Disagreements with Accountants
                   On Accounting and Financial Disclosure

PART III
         Item  9.  Directors, Executive Officers, Promoters and Control Persons;
                   Compliance with Section 16(a) of the Exchange Act
         Item  10. Executive Compensation
         Item  11. Security Ownership of Certain Beneficial
                   Owners and Management
         Item  12. Certain Relationships and Related Transactions
         Item  13. Exhibits and Reports on Form 8-K

SIGNATURES

                         ==============================






                                        3
<PAGE>
PART I

ITEM 1.  BUSINESS


DESCRIPTION OF THE COMPANY'S BUSINESS

SpectraSource Corporation (the Company) was organized under the laws of the
State of Nevada on September 21, 1987.

Through its subsidiaries, (the Subsidiaries) the Company provides products and
services to residential and commercial builders and developers, the
telecommunications market, commercial business applications, building owners,
and the general consumer market. These products and services, bundled and
marketed in one turnkey package to afford synergistic cost savings to its
customers, include lighting, ceiling fans, and associated hardware, fiber
optics, structured cabling, security monitoring, and electrical components for
residential and commercial uses.

Through its subsidiaries, SpectraSource has served the Texas and Gulf Coast new
construction markets for 18 years, maintaining a customer base of over 150
leading residential builders with state and national presence. It also maintains
an individual customer base to which it target markets post-construction
services and products.

The Company's subsidiaries and their respective lines of business are:

GULF COAST FAN & LIGHT, INC.

Gulf Coast Fan & Light manufactures, installs and supplies the trademarked Old
Jacksonville ceiling fan, under an exclusive licensing agreement, to residential
builders in the Texas market.

Strict manufacturing quality specifications, low manufacturing costs, and
lifetime warranties combine to position the Old Jacksonville line as the
industry standard for homebuilders in the Gulf Coast construction market, as
witnessed by a 99.3% satisfaction rate on customer surveys.

Industry leading manufacturing quality specifications that distinguish Gulf
Coast Fan from other fan manufacturers include:

     o   Multi-Electroplated Finish - to withstand 100% humidity ratings

     o   Swivel Mounting system - absorbs the torque and vibration and relieves
         the stress to the mounting system

     o   Steel Hanging Ball, rather than plastic - for strength and durability

     o   Cast Metal Hanging Bracket, instead of stamped metal - for improved
         stability and alignment

     o   Fans secured to downrods with a triple attachment system - to maintain
         position and safety

     o   Multiple capacitors, low tolerance blade alignment to blade irons and
         motor, anti-vibration and anti-loosening gaskets, micro blade
         balancing, and the use of moisture depleted high quality hardwood and
         composite blades - for quiet and smooth operation

     o   High Quality Energy Efficient Motor - contains fine silicon steel
         stators and rotors, evenly displaced and tightly bound fine copper
         windings, and perma-sealed ball bearings

         Products:
         Ceiling Fans Design and Import
         Ceiling Fan Distribution
         Ceiling Fan Installation

                                        4
<PAGE>
CONNECT SOURCE COMMUNICATIONS, INC.

Connect Source sells and installs infrastructure cabling, wiring, and network
systems for the residential and commercial building market. Connect Source
equips homes to readily receive state of the art telecommunications services
such as telephone, digital video and music, dedicated Internet connectivity,
community intranet, voicemail, home automation, security, Through its WATCHDOG
security division, Connect Source also provides 24-our home security monitoring.

Products:
Fiber Optic Risers
Fiber Optic Backbone
Home Network Systems
Interface Panels
Structured Cabling
Security Monitoring

BUILDERS LIGHTING & HARDWARE, INC.

Builders Lighting & Hardware is a major supplier of residential and commercial
lighting and hardware fixtures to the residential and commercial building
markets, with its signature 25,000 square foot retail showroom and warehousing
facility in Houston, Texas.

Products:
Electrical Components
Lighting
Hardware

Segment information for the subsidiaries (or "divisions" or "segments") is more
fully discussed in Note 13 to the Company's Financial Statements.

DESCRIPTION OF TECHNOLOGY

Gulf Coast designs, manufactures, and is the sole distributor of the Old
Jacksonville Ceiling Fan brand under a licensing agreement with U.S. Ceiling Fan
Corp., a company controlled by the Company's Principal Shareholder.

Builders Lighting and Hardware distributes and wholesales lighting, hardware,
and electrical components to the residential and commercial building industry.
Its products are branded and commodity items, many of which are available though
competing companies.

Connect Source markets its trademarked WATCHDOG security surveillance systems.

The Company employs cost-saving proprietary marketing and delivery of bundled
product and service packages to customers, protected under various trade secret
laws.


                                        5
<PAGE>
FEDERAL REGULATION

All of the products marketed by the Company meet Underwriters Laboratory ("UL")
standards, as required by Federal regulations. There are no other significant
regulations that affect the business apart from those regulations affecting
commercial enterprises in general. Compliance with environmental laws is an
insignificant cost to the Company.

MARKETING

Through its Subsidiaries, the Company markets its products with direct sales,
retail stores, the Internet, telephone sales, and other marketing techniques.
The Subsidiaries have competed in the commercial and residential building
industry for 18 years, and benefit from an excellent reputation in their
respective markets. Since the consolidation of its subsidiaries product
divisions earlier this year, the Company has unified its sales force and has
begun to cross-markets to the customer bases of its respective subsidiaries.

The Company is planning a nationwide expansion based on utilizing many of its
existing customers' national presence to move into new markets served by these
customers. This, coupled with cross-market selling and its ability to produce
substantial volume cost savings through vertical integration in the
manufacturing, purchasing, and distribution product and service mix, is expected
to provide substantial growth in both revenue and profits over the next few
years.

To help facilitate this growth, the Company is in the final stages of
restructuring its warehousing to utilize an address system that will allow
efficient locating for stocking and retrieving of products. The Company is also
completing plans for a restructuring of its showroom to a venue design that will
provide a smooth method of moving the customer traffic flow in a manner that
makes the selection process much easier and faster than provided in standard
showrooms.

RETURNS AND WARRANTIES

The Company offers a limited lifetime warranty on its products under the
licensed name Old Jacksonville and a one-year warranty on all installation work.
It passes through whatever warranty is in existence from the manufacturer of
other products sold. The Company allows credit on items from which it receives
credit from the manufacturers. No significant returns and warranty losses have
been experienced.

EMPLOYEES

At fiscal year end, the Company and its subsidiaries had approximately 50 full
time employees.

CUSTOMERS AND SUPPLIERS

The Company's principal customers are homebuilders, multi-family and commercial
developers, commercial contractors, supply houses and the general public. The
Company sells and distributes to a customer network of over 150 of the largest
homebuilders nationwide, with a predominant presence in Texas. No single
customer accounts for greater than 10% of the Company's revenue.

The Company purchases its inventory from a number of national and international
manufacturers and distributors, none of which account for a significant
percentage of the Company's purchases.


                                        6
<PAGE>
COMPETITION

There is substantial competition in the wholesale electrical components and
hardware, many of which competitors have more resources than the Company. The
Company's success depends on its vertical integration, its methods of delivery,
and the cross marketing of each division's precision built products with
industry leading technical quality to a broad repeat customer base, offering a
continually expanding line of goods and services to its target market at
attractive prices, providing prompt delivery and service, while maintaining a
low-cost overhead structure. National economic conditions impacting the
construction industry may affect the Company's performance.

BUSINESS DEVELOPMENT

Effective April 28, 2000, Charles Sheffield increased his ownership of the
Company pursuant to a reverse acquisition in which the Company exchanged its
common stock for the common stock of three corporations controlled by Mr.
Sheffield: Gulf Coast Fan & Light, Inc. (Gulf Coast); Builder Source, Inc.
(Builder Source); and Builders Lighting and Hardware, Inc (Builders Lighting).
As a result of the reverse acquisition, Charles Sheffield became the Company's
principal shareholder, periodically referred to hereinafter as the 'Principal
Shareholder'.

In mid-2000, the Company's subsidiary, Connect Source Communications, Inc.
(Connect Source) formed a fiber optics and structured cabling division to sell
and install fiber optics and structured cabling products to existing and new
customers in the commercial and residential building industry.

In September, 2002, the Company purchased the operating assets, and hired the
key personnel, of Home Structure Sound, an unincorporated entity engaged in the
residential structured cabling and home network business similar to Connect
Source. The acquisition of Home Structure Sound is intended to propel Connect
Source to a market leading position in the residential structured cabling and
home network business.

In October, 2002, the Company introduced its security monitoring service under
the proprietary trademark name `WATCHDOG Surveillance'. The Company presently
provides home security system wiring. Providing surveillance system monitoring
complements the Company's existing business and provides a source of recurring
revenue streams.


ITEM 2.  PROPERTIES

As of September 30, 2002, the Company and its subsidiaries lease four locations
in Houston, Dallas and San Antonio totaling approximately 33,000 square feet of
office and warehouse space. All leases are at current market rates. The
properties are adequately insured, and are suitable and adequate for their
intended use.

To improve its business processes, the Company has completed plans to physically
consolidate the Houston operations of the Subsidiaries into one leased office
and warehouse space.

The Company has no current or planned direct or indirect investments in real
estate, real estate mortgages, or real estate activities. Any such investment is
subject to approval by the Board of Directors.


ITEM 3.  LEGAL PROCEEDINGS

None.


                                        7
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.



PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The table below sets forth the high and low bid price of common stock through
September 30, 2002, as reported by Reuters. Such over-the-counter market
quotations reflect inter-dealer prices without retail mark-up, markdown, or
commissions, and may not necessarily represent actual transactions.

Fiscal Year Ending September 30, 2001                High           Low
   1st Quarter                                       0.93           0.70
   2ndQuarter                                        0.70           0.30
   3rd Quarter                                       0.80           0.45
   4th Quarter                                       0.80           0.795

Fiscal Year Ending September 30, 2002                High           Low
   1st Quarter                                       0.80           0.30
   2nd Quarter                                       0.70           0.52
   3rd Quarter                                       0.51           0.30
   4th Quarter                                       0.51           0.25

As of September 30, 2002, the Company had approximately 485 shareholders of
record. The Company has never paid cash dividends and has no plans to pay any
cash dividends in the foreseeable future.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Plan of Operations

As more fully discussed in Note 3 to the Company's financial Statements, on
August 30, 2002, the Company purchased 100% of the inventory, work-in-process,
and goodwill, the company name of "Home Structure Sound", of Home Structure
Sound, an unincorporated entity in the same line of business as the Company's
Connect Source subsidiary. Home Structure Sound provides residential structured
cabling - wiring for Internet, cable/satellite dish TV, and home security
systems. In conjunction with the acquisition, the three Principals of Home
Structure Sound became employees of the Company's Connect Source division. The
assets and operations of Home Structure Sound have been combined and are
included in the operations of the Company's Connect Source Division. The primary
reasons for the acquisition is to accelerate the Company's entry into the
structured cabling market, an initiative for which the Company's Connect Source
division was not achieving at the desired rate prior to the acquisition. The
Company purchased the business operations of Home Structure Sound in a
transaction valued over $420,000. For the first time since its inception, cash
flow from operations of Connect Source subsequent to year-end is positive,
marking the subsidiary's emergence from a start-up operation. Management expects
Connect Source to generate revenues in excess of $1 million in fiscal year end
2003, compared to $171,000 for the year ended September 30, 2002, with budgeted
net profit margins in the 18% range.


                                        8
<PAGE>
The Subsidiaries have had 18 years of profitability with positive cash flows,
creating the ability to sustain operations and to finance the new operations of
other subsidiaries. This is reflected in the earnings generated from several
product lines for which the Company has achieved aggressive profit margins by
sustaining minimal costs and high efficiency in both purchasing and delivery and
installation of the various product lines. The Company expects that the cash
requirements for operations for the next fiscal year will be provided from its
subsidiaries. There is no present assurance, however, that these activities will
sustain their respective levels of cash flow over the long-term.

Through nationwide expansion as well as acquisitions, the Company plans to
capitalize on its market strength, which is to offer a bundled package of
lighting, hardware, ceiling fan and structured cabling products and services at
one overall lower cost to its wholesale customers. A number of these customers
are among the largest builders in the Texas and Gulf Coast market as well as
nationally. The Company plans to utilize this base, coupled with the cross
marketing of its product lines and the Home Network Division to optimize this
expansion.

The Company is developing targeted marketing initiatives to solicit homeowners
to whom the Company, through a residential homebuilder, sold its products during
a home's original construction. Using its extensive sales database of homes that
contain the Company's lighting, fan, and hardware products, the Company can
effectively target these homeowners as product styles change, the age of the
home indicates it is due for remodeling, or as the products near the end of
their respective lives.

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

Sales

The $447,000 increase in Revenue represents a 7.2% increase in revenues compared
to the fiscal year ended September 30, 2001 and is attributable to a generally
proportionate increases in sales in the ceiling fan, hardware, and lighting
divisions totaling approximately $500,000. Whereas the increase in sales is
partially reflective of the continued strong residential homebuilding activity
in the Company's Houston, Texas market, such increase, from one fiscal year to
the next, may reflect the fulfillment, in any fiscal year, of a significant
order from a residential homebuilder in planned subdivision developments. An
order of this nature, for the sale and installation of ceiling fans, lighting
fixtures, and hardware on behalf of a residential homebuilder in a planned
subdivision, or a portion thereof, could materially affect revenues from one
fiscal year to the next. Whereas the Company has the intent and expectation of
continuing to maintain and increase its market share of the residential
homebuilding market, both its ability to secure these large orders and the
vitality of the residential construction market as a whole can have a material
effect on the Company's revenues.

No single customer accounted for more than 10% of the Company's revenues during
the fiscal year ended September 30, 2002. Revenues from the two largest
customers during the fiscal year were:

1st  $630,775
2nd  $573,910

Revenues from these customers were generated from the sale and installation of
ceiling fans and lighting fixtures in homes built in planned subdivisions by
these customers.

Revenue in the home wiring and cable division decreased $80,000. The Company
believes that the acquisition of Home Structure Sound, discussed below, should
reverse the negative trend in revenues in the Connect Source division.


                                        9
<PAGE>
Cost of Sales

Cost of Sales was $3,869,455 for the fiscal year ended September 30, 2002,
resulting in Gross Profit of $2,778,275. Cost of Sales for the fiscal year ended
September 30, 2001 was $3,808,857, resulting in Gross Profit of $2,391,649. The
increase in Gross Profit of $386,626, or 16.1% compared to the prior year, is
due mainly to increased volume and strong profit margins on sales and
installation of ceiling fans.

Other Operating Costs

Other Operating Costs were $2,430,593 during fiscal year ended September 30,
2002 compared to $2,246,450 for fiscal year ended September 30, 2001, an
increase of 7.5%. The increase is mainly attributable to a $44,000 increase in
employee benefit expenses, a $35,000 increase in selling expenses attributable
to an additional sales staff, and general wage and salary cost of living
increases.

Interest Expense

Interest Expense decreased to $58,626 for the fiscal year ended September 30,
2002 compared to $101,497 for the fiscal year ended September 30, 2001. The
decrease is due to a decrease in the outstanding principal balance of short-term
notes payables to banks, reflecting the normal payoff of loans used to purchase
product installation fleet vehicles, and to a decrease in the outstanding
balance of the Company's working capital line of credit from $847,143 to
$806,600. In addition, overall interest rates have declined.

Liquidity and Capital Resources

Net income for the fiscal year ended September 30, 2002 was $228,500. Net cash
provided from operations for the period was $295,579. The reserve for
uncollectable accounts receivable increased by $63,924, attributable primarily
to uncollectable receivables from the Dallas, Texas sales office of Hardware
Source. This office has been closed since October, 2001. Deferred tax expense in
the amount of $123,039 represents income taxes at the Company's effective
statutory rate on net income from operations. The Company has net operating
losses of $1,128,201, expiring in various years as detailed in Note 8 to the
Company's financial statements. No valuation allowance has been taken as the
Company is confident it will generate sufficient earnings to utilize the net
operating loss. During the period, inventory increased $236, 919, $12,232 of
which was attributable to inventory acquired in the Home structure Sound
acquisition, and Accounts Payable increased $264,520, reflecting a build in
inventory items of styles currently popular with homebuyers. Under its current
lease terms, the Company enjoys a modest advantage in inventory carrying costs
compared to its competitors. Therefore, the Company maintains inventory stocks
of styles not currently in vogue, for example, polished brass fixtures, but is
able to immediately meet demand for these styles. The Company has the right to
return inventory stocks to its suppliers in exchange for a re-stocking fee
should the Company determine that its inventory carrying costs do not warrant
maintaining the broad range of product styles it currently carries. Accounts
receivable increased $215,545 during fiscal year ended September 30, 2002,
attributable, in part, to an increase in sales, and due, to a larger extent, to
a softening economy resulting in slower paying customers. The Company has
analyzed its accounts receivable and determined that its reserve for
uncollectable accounts is adequate at the balance sheet date.

Net cash used in investing activities was $179, 211 for the fiscal year ended
September 30, 2002. Long-term asset purchases were $116,394, consisting
primarily of 1) the purchase of vehicles used in the service and installation of
product and 2) leasehold improvements at the Houston, Texas headquarters. The
purchase of Home Structure Sound, discussed below, included a $45,000 cash down


                                       10
<PAGE>
payment, such payment reflected in the $179, 211 net cash used in investing
activities. Generally, investment in capital assets is not a significant item
for the Company since labor is the major cost of delivery and installation of
products. The Company plans no significant investment in capital assets.

Net Cash used in Financing Activities was $125, 432. $40,543 of this amount
represents the partial reduction of the Company's outstanding working capital
line of credit. At September 30, 2002, and September 30, 2001, the amount
outstanding on the line of credit was $806,600 and $847,143, respectively. The
line of credit is with commercial banks on a revolving basis bearing interest at
the current prime rate. These lines of credit expire within twelve to fifteen
months from the date of issuance with options to renew under similar terms.
These lines of credit are secured by a blanket U.C.C. security filing on
inventory, accounts receivable, furniture and fixed assets, and are personally
guaranteed by the Principal Shareholder.

Excluding $184,000 debt issued in connection with the acquisition of Home
Structure Sound, long-term debt decreased $84,889. Long-term debt and the amount
due within one year at September 30, 2002, and 2001 consist of the following:

                                                   Balance at      Balance at
                                                   September 30,   September 30,
                                                   2002            2001
                                                   ------------    ------------
                                Interest Rate
                                Ranges between
Notes payable - Banks           0-7%                     80,572         190,458
Notes payable - Shareholders    0-8%                  1,595,200       1,386,030
                                                   ------------    ------------
Total long-term debt                                  1,675,772       1,576,488
Less: Current maturities of
  long term debt                                        141,017          87,430
                                                   ------------    ------------
Net long-term debt                                    1,534,755       1,489,056
                                                   ============    ============


Notes Payable to banks are borrowings from commercial institutions to finance
vehicle and equipment purchases and are secured by the assets purchased. The
term of these notes are generally five years. On April 28, 2000, the Company
issued $1,440,000 in principal amount of Notes Payable to Shareholders to effect
the acquisition of Gulf Coast as described in Note 2 of the financial
statements. The $1,440,000 of the Notes Payable to Shareholders is
collateralized by the common stock of the subsidiaries. On August 30, 2002, the
Company issued $184,000 of principal amount of Notes Payable in connection with
the purchase of Home Structure Sound, the sellers of which became shareholders
of the Company. The $184,000 is unsecured. The Company, with the consent of the
Principal Shareholder, is not currently accruing interest expense on $1,271,072
of notes payable to the Principal Shareholder, and is deferring the payment of
$447,509 of principal due the Principal Shareholder under the original terms of
the notes. The Principal Shareholder intends to continue to defer payments of
principal and interest on the $1,440,000 until such time as the Company's cash
flow is sufficient to discharge the obligation without impacting the operations
of the Company.

The principal payments required to be made on long-term debt during the next
five years are shown below:

Fiscal Year                                   Amount
-----------                                 ---------
2003                                        $ 141,017
2004                                          738,684
2005                                          213,123
2006                                          121,618
2007 and thereafter                           461,328



                                       11
<PAGE>
$536,279 of the amount of long-term debt due in 2004, $738,684, is attributable
to the deferral of principal on the $1,440,000 note payable to the Principal
Shareholder. Such amount can be expected to be furthered deferred if warranted
by the cash needs of the Company.

Liquidity is expected to increase substantially as funded start-ups are
capitalized and the Company should only require short-term cash advances to
sustain normal operations. The Company is currently studying a range of logistic
plans to optimize the efficiencies gained from centralizing and consolidating
the Subsidiaries' warehouse and shipping operations, which was completed during
this fiscal year.

Safe Harbor Statement Under Private Securities Litigation Reform Act of 1995:
The above statements in regard to SpectraSource Corporation and its affiliates
and subsidiaries which are not purely historical are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
including SpectraSource Corporation's beliefs, expectations, hopes or intentions
regarding the future. All forward-looking statements are made as of the date
hereof and are based on information available to the parties as of such date. It
is important to note that actual outcome and the actual results could differ
materially from those in such forward-looking statements. Factors that could
cause actual results to differ materially include risks and uncertainties such
as technological, legislative, corporate and marketplace changes.


ITEM 7.  FINANCIAL STATEMENTS

The information required by this item is included in a separate section of this
Annual Report beginning after Part IV.


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

None




                                       12
<PAGE>
PART III

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

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS


BUSINESS EXPERIENCE

NAME             AGE                        POSITION
----             ---                        --------

Charles           49        Chief Executive Officer. Mr. Sheffield is a
Sheffield                   graduate of the University of Houston with a BBA in
                            Finance. In 1973 he founded Sheffield Construction
                            Co., Inc., which became U. S. Design & Construction
                            Corp. when he marketed this company national in the
                            early and mid-1980's. In the 20 years he headed
                            this company, Mr. Sheffield expanded it from a
                            small local firm to a leading national contractor.
                            During this period, Mr. Sheffield also founded Gulf
                            Coast Fan & Light, Inc. (1984), a major supplier of
                            ceiling fans and electrical components. This base
                            was expanded into a group of companies that provide
                            a host of electrical, hardware, fiber optics, and
                            structured cabling products to the residential and
                            commercial markets.

David Bero        44        Vice President of Operations. Mr. Bero is head of
                            operations for all SpectraSource subsidiaries. He
                            was educated at the University of New Mexico in
                            Business Management. Prior to his joining the
                            Company, he spent 7 years as District Manager of
                            Swiss Colony Stores and owned and operated the Light
                            House, Inc., a lighting company that he founded in
                            1986 and continued to operate until joining BL&H in
                            1997.

EA Buchholtz      51        Chief Financial Officer. Mr. Buchholtz graduated
                            from the University of Texas at Austin with a BBA
                            degree in Accounting and General Business. He is
                            also a Certified Public Accountant. Prior to joining
                            the company in 2001, Mr. Buchholtz was controller
                            and treasurer for Albis Corporation. The company is
                            a manufacturer and distributor of plastic resins. In
                            addition to his financial duties, he was also
                            instrumental in the design and implementation of
                            numerous financial and operational systems. He also
                            previously held various financial positions
                            primarily in the oil service industry.


                                       13
<PAGE>
Beruk Zewdie      45        Vice President and Controller. Mr. Zewdie holds a
                            degree in business and accounting from the
                            University of Houston. Prior to his joining the
                            Company in 1987, he held various positions in
                            accounting and operations.

Michael Newman    57        Director. Mr. Newman graduated from Clemson
                            University with a degree in mathematics. He served
                            as a management consultant with Deloite and Touche
                            in Washington, D.C. before buying an oil and gas
                            trucking firm in Mississippi, which he expanded and
                            sold to a public exploration company and continued
                            to serve as President until l991. He returned to
                            Texas where he purchased and operated several Texas
                            and California franchises of the New Horizons
                            Computer Learning Centers. He subsequently sold the
                            built-up business back to the franchisor and
                            continued to serve as President. He recently
                            purchased a Florida Region Franchise of New Horizons
                            Computer Learning Centers.

Leon D. Hogg      82        Director. Mr. Hogg has been a Director of the
                            Company since February 27, 1995. Mr. Hogg is a
                            retired commercial banker who served as President of
                            Therapy Lasers, Inc. from 1995 to April, 2000. He
                            has since served the company in the capacity of
                            public relations, director, and secretary. He holds
                            a bachelor's degree in business from the University
                            of North Texas When operating his mortgage banking
                            firm, Lee Hogg & Co. Inc., Mr. Hogg arranged
                            financing for apartment buildings, office buildings
                            and undeveloped property for many projects in the
                            Houston area.

Geary Broadnax    50        Director. Mr. Broadnax, after studying electrical
                            engineering and photography at Virginia Tech, became
                            a photographer and later, Director of Photography
                            for the Houston Post. In 1992 Mr. Broadnax founded
                            AllSource, Inc., a systems integration company,
                            which became ranked 2nd (second) on the list of
                            Houston's 100 Fastest Growing Companies. In 1995,
                            Mr. Broadnax expanded to become an Internet
                            provider. This company, Insync Internet Services,
                            Inc, became the number one fastest growing
                            technology company in the 1998 Houston 100 Fastest
                            Growing Companies list. In 2000, he sold Insync to
                            Reliant Energy and Mr. Broadnax became the Senior
                            Vice President of Reliant Energy Communications.
                            After fulfilling the terms of his employment
                            contract with Reliant, he purchased his latest
                            company, Empowerment, Inc., a 7-year old CRM
                            (customer relationship and management) software
                            company. He now serves as its Chairman and CEO.


                                       14
<PAGE>
William Sherrill  74        Director. Mr. Sherrill graduated from the University
                            of Houston with a Bachelors of Business
                            Administration and obtained his MBA from the Harvard
                            Graduate School of Business Administration. He has
                            served as a Governor of the Federal Reserve System
                            in Washington D. C., Director of the Federal Deposit
                            Insurance Corporation, Treasurer of the City of
                            Houston, Chief Administrative Officer of the City of
                            Houston, Executive Assistant to the Mayor and Port
                            Commissioner of the Port of Houston, and
                            Commissioner to the United Nations Commission for
                            UNESCO. In private industry, he has served as
                            President of Associates Corporation of North
                            America, a multi-billion dollar international
                            financial services corporation, as a member of Gulf
                            and Western's Board of Directors, Chairman,
                            President and CEO of Dasa Corporation, a
                            multi-million dollar telephonics and electronics
                            company with international offices and distribution.
                            He has also served as President of a Commercial Bank
                            and a Federal Credit Union, as well as Executive
                            Vice President of a Savings and Loan Association. As
                            a financial consultant, he has assisted corporations
                            structuring acquisitions, mergers and spin-offs. Mr.
                            Sherrill now teaches Entrepreneurship as an
                            Executive Professor at the University of Houston's
                            College of Business Administration.


COMPLIANCE WITH SECTION 16 (A) OF THE SECURITIES EXCHANGE ACT

Section 16 (a) of the Securities Exchange Act of 1934 as amended, (the "Exchange
Act") requires the Company's officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten-percent
shareholders are required by the Securities and Exchange Commission regulations
to furnish the Company with copies of all Section 16 (a) forms they file.

Management believes that during the period from September 30, 2001 to September
30, 2002, all Section 16 (a) filing requirements applicable to its current
officers, directors and greater than ten-percent beneficial owners were complied
with.


ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

In his capacity as President, CEO, and Loan Guarantor, the CEO was granted the
following stock options during the fiscal year ended September 30, 2002 for
services rendered during the three fiscal years ended in 2000, 2001, and 2002:

                                                        Percent of
                                      Number of        total options
                                      securities        granted to     Exercise
      Name          Years services    underlying       employees in      price
                    were rendered   options granted     fiscal year     ($/Sh)

Charles Sheffield       2000            25,000             17.8          0.34
Charles Sheffield       2001            25,000             17.8          0.34
Charles Sheffield       2002            25,000             17.8          0.34


                                       15
<PAGE>
No other named executive officer or other employee of the Company was
compensated more than $100,000 during the fiscal year ended September 30, 2002.

OPTION AND LONG-TERM COMPENSATION TABLES

On July 31, 2000, the Company adopted an incentive stock option plan. As of
September 30, 2002, under this incentive stock option plan, total cumulative
options on 312,570 shares have been awarded to 50 employees according to the
following schedule, none of which are in-the-money:

                 TOTAL CUMULATIVE OUTSTANDING OPTIONS UNDER ISO

      Name                             Position               Underlying Shares
      ----                             --------               -----------------
Charles Sheffield              President, CEO, Director            105,000
All Other Employees                                                207,570
                                                                   -------
     Total                                                         312,570
                                                                   -------
Includes 3 years of total stock option
compensation for those listed above


PENSION PLANS AND OTHER BENEFIT OR ACTUARIAL PLANS

The Company has a 401k plan in which employees contribute a portion of their
salaries. The Company then has the option to match a portion of the employee
contribution. In the past, the Company has typically matched, within certain
restrictions, 25% of the employee contribution.

The Company has a medical insurance plan in which it pays 75% of covered
employees' cost of insurance coverage for the covered individual.

EMPLOYMENT CONTRACTS AND TERMINATION AGREEMENTS

The Company has no standard employment arrangements or termination agreements
with any named executive officer or director.

DIRECTOR COMPENSATION

The Company has no standard arrangement by which its directors are compensated.
During fiscal year 2002, the Company awarded 10,000 stock options to Directors
for each year of service as a Director of the Company,

    Director            Number of securities         Exercise        Expiration
                     underlying options granted     price ($/Sh)        date

Charles Sheffield              30,000                    0.34           5 yrs.
Leon Hogg                      30,000                    0.30           5 yrs
Mike Newman                    30,000                    0.30           5 yrs
Geary Broadnax                 10,000                    0.30           5 yrs
William Sherrill               10,000                    0.30           5 yrs
Catherine Cullen,
  Former Director              10,000                    0.30           5 yrs
Mark Chapman,
  Former Director              50,000                    0.30           5 yrs


                                       16
<PAGE>
COMPENSATION COMMITTEE REPORT

The Company's Compensation Committee consists of all Directors. There were no
items to report.

STOCK PERFORMANCE CHART

A graph comparing the Company's commutative total return to stockholders in
terms of stock price appreciation plus dividends during the previous five years
to a broad market index, such as the S&P 500, has not been presented due to the
Company's inactivity in recent years and the resulting lack of any significant
stock price appreciation or dividends.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the stock ownership of each person known by the
Company to be the beneficial owner of five percent or more of the Company's
common stock as of September 30, 2002. Unless otherwise indicated, each person
has beneficial voting and investment power with respect to the shares owned.

Name and Address of              Number of Shares         Percentage of Total
 Beneficial Owner

Charles Sheffield
14900 Westheimer
Houston, Texas 77082               5,425,232(A)                  75.5%


(A) Includes shares owned directly and shares owned indirectly by related
    entities, as follows:


Name and Address of              Number of Shares         Percentage of Total
 Beneficial Owner

Charles Sheffield                   5,410,855                     75.3%
U.S. Design & Construction, Inc.       14,377                       .2%
                                   ----------                 ---------
                                    5,425,232                     75.5%
   Total                           ==========                 =========


                                       17
<PAGE>
The following table sets forth as of September 30, 2002, the common stock
ownership of all officers and directors of the Company:

Name and Address of              Number of Shares         Percentage of Total
 Beneficial Owner

Leon D. Hogg
6701 Sands Point, Suite 15            100,400                      1.4%
Houston, Texas 77074

Charles Sheffield
14900 Westheimer                    5,425,232                     75.5%
Houston, Texas 77082

All Officers Not Listed Above          14,500                      0.2%
                                   ----------                 ---------
All Officers and Directors
 as a Group                         5,540,132                     77.1%
                                   ==========                 =========



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective April 28, 2000, the Principal Shareholder acquired control of the
Company pursuant to the acquisition as described in Item 1 above.

An affiliated company, controlled by the Principal Shareholder, wholesales
ceiling fans of lower quality and lower price points than the Company's
products.

Under a licensing agreement with a company controlled by the Principal
Shareholder, Gulf Coast Fan & Light is the exclusive licensee of the Old
Jacksonville brand of ceiling fan. Payments made under the license agreement for
fiscal years ended 2002, 2001, and 2000 were $0, $0, and $170,000 (made prior to
the reverse acquisition), respectively.







                                       18
<PAGE>
PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS:

         LISTING OF SUBSIDIARIES OF REGISTRANT:

                  Name                                    Percentage Owned

         Connect Source Communications, Inc.
          (Formerly LaserCare, Inc.)
          (Acquired March 12, 1996)                           100.00%

         Gulf Coast Fan & Light, Inc.
          (Acquired April 28, 2000)                           100.00%

         Builder Source, Inc.
          (Acquired April 28, 2000)                           100.00%

         Builders' Lighting and Hardware, Inc.
          (Acquired April 28, 2000)                           100.00%



(B)      REPORTS FILED ON FORM 8-K:

On November 27, 2001, the Company filed a Form 8-K announcing the change in the
Company's certifying accountant. On September 6, 2002, the Company filed a Form
8-K, such 8-K amended on July 3, 2003, reporting the acquisition of a
significant amount of assets. Both Form 8-K's, and amendments, are incorporated
by reference.



                                       19
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report on Form 10-KSB/A to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 3rd day of July,
2003.

SPECTRASOURCE CORPORATION

By:    /s/ CHARLES SHEFFIELD
       ------------------------------------------
       Charles Sheffield, Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons, in the capacities and on the dates indicated, have signed
this Report on Form 10-KSB/A below.

         NAME                          TITLE                           DATE
      ----------                     ---------                       --------

/s/ CHARLES SHEFFIELD                President,                    July 3, 2003
-------------------------     Chief Executive Officer,
Charles Sheffield                     Director



/s/ EA BUCHHOLTZ               Chief Financial Officer             July 3, 2003
-------------------------
EA Buchholtz




SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANT WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT:

NOT APPLICABLE.






                                       20
<PAGE>
                   SPECTRASOURCE CORPORATION AND SUBSIDIARIES
                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
                         REQUIRED BY ITEMS 8 AND ITEM 13



                                      INDEX


A.     FINANCIAL STATEMENTS
       --------------------

       Report of independent certified public accountants

       Consolidated Balance sheet - September 30, 2002, and 2001

       Consolidated Statements of Income for the years ended
       September 30, 2002 and September 30, 2001

       Consolidated Statements of Shareholders' Equity for the
       years ended September 30, 2002 and September 30, 2001

       Consolidated Statements of Cash Flows for the years ended
       September 30, 2002 and September 30, 2001

       Notes to Consolidated Financial Statements





B.     FINANCIAL STATEMENT SCHEDULES
       -----------------------------

       Schedules are omitted because of the absence of the conditions under
       which they are required, or because the information required by such
       omitted schedule is contained in the financial statements or the notes
       thereto.



                                       21
<PAGE>
Eric C. Yartz
800 Bering, Suite 310
Houston, Texas 77057
713-839-8200





                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
of SpectraSource Corporation and its Subsidiaries

We have audited the accompanying consolidated balance sheets of SpectraSource
Corporation and its subsidiaries as of September 30, 2002 and September 30,
2001, and the related consolidated statements of income, of cash flows and of
changes in stockholders' equity for the 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. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of SpectraSource
Corporation and its subsidiaries at September 30, 2002 and the results of their
operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States.


/s/ Eric C. Yartz
Certified Public Accountant

Houston, Texas

December 29, 2002






                                       22
<PAGE>
                            SPECTRASOURCE CORPORATION
                           CONSOLIDATED BALANCE SHEET



<TABLE><CAPTION>
                                                     SEPTEMBER 30,     SEPTEMBER 30,
                                                         2002              2001
                                                     ------------      ------------
<S>                                                  <C>               <C>
ASSETS
   Current Assets
     Cash                                            $    156,350      $    165,414
     Accounts Receivable, less bad debt reserve
       of $125,235 and $24,080, respectively            1,057,222           905,601
     Prepaid Expenses                                     115,954            35,863
     Inventory                                          1,134,242           897,323
                                                     ------------      ------------
   Total Current Assets                              $  2,463,767      $  2,004,201

   Fixed Assets, net of accumulated depreciation
     of $399,878 and $321,692                             451,068           431,953
   Goodwill, net of amortization of $1,670                400,768
   Deferred Tax Asset (Note 8)                            347,207           470,244
   Other Assets and Investments                            30,816            13,000

                                                     ------------      ------------
Total Assets                                         $  3,693,626      $  2,919,398
                                                     ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current Liabilities
     Accounts payable and accrued expenses           $    606,306      $    341,785
     Short Term Debt (Note 4)                             806,600           847,143
     Current Maturities of Long Term Debt                 141,017            87,430
     Due To Affiliates                                    156,429           127,792
                                                     ------------      ------------
   Total Current Liabilities                            1,710,352         1,404,150

   Long Term Debt (Note 5)
     Notes Payable, Banks                                  12,207           114,743
     Notes Payable, Shareholders                        1,522,548         1,374,313
                                                     ------------      ------------
   Total Long Term debt                                 1,534,755         1,489,056

   Stockholders' Equity (Deficit)
     Common stock, $.001 par value, 10,000,000
        shares authorized, with 7,184,872 and
        6,015,850 shares issued and outstanding
        at September 30, 2002 and September 30,
        2001, respectively                                 17,356            16,188
     Capital in excess of par value                     3,530,704         3,338,045
     Accumulated Deficit                               (3,099,541)       (3,328,041)
                                                     ------------      ------------
   Total Stockholders' Equity                             448,519            26,192
                                                     ------------      ------------
Total Liabilities and Stockholders' Equity           $  3,693,626      $  2,919,398
                                                     ============      ============
</TABLE>



        The Accompanying Notes are an integral part of these statements.

                                       23
<PAGE>
                            SPECTRASOURCE CORPORATION
              CONSOLIDATED STATEMENT OF INCOME FOR THE YEARS ENDED
                           SEPTEMBER 30, 2002 AND 2001





<TABLE><CAPTION>
                                                     SEPTEMBER 30,     SEPTEMBER 30,
                                                         2002              2001
                                                     ------------      ------------
<S>                                                  <C>               <C>
Sales                                                $  6,647,730      $  6,200,506
Cost of Sales                                           3,869,455         3,808,857
                                                     ------------      ------------
Gross Profit                                            2,778,275         2,391,649

Other Operating Costs
   Selling and administrative expenses                     80,884            45,581
   Depreciation                                           107,280           102,930
   Other costs and operating expenses                   2,242,429         2,097,939
                                                     ------------      ------------
Total Other Operating Costs                             2,430,593         2,246,450

                                                     ------------      ------------
Income from operations                                    347,682           145,199

Other Income:
   Interest Income                                             45             2,927
   Miscellaneous Other Income (Expense)                     3,812             1,444
                                                     ------------      ------------
Total Other Income                                          3,857             4,371

                                                     ------------      ------------
Income before income taxes                                351,539           149,570

Provision for income taxes (Note 8)                       123,039            41,653

                                                     ------------      ------------
Net Income                                           $    228,500      $    107,917
                                                     ============      ============

Basic earnings per common share                      $       0.03      $       0.02
Diluted earnings per common share                    $       0.03      $       0.02
Weighted average number of common shares                7,184,872         6,015,850
</TABLE>



        The Accompanying Notes are an integral part of these statements.

                                       24
<PAGE>
                            SPECTRASOURCE CORPORATION
                       CONSOLIDATED STATEMENT OF CASH FLOW
                 FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001




<TABLE><CAPTION>
                                                     SEPTEMBER 30,     SEPTEMBER 30,
                                                         2002              2001
                                                     ------------      ------------
<S>                                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income from operations                           $    228,500      $    107,917
Adjustments to reconcile net income:
   Depreciation                                           107,280           102,930
   Bad debt expense                                        63,924            12,800
   Deferred taxes                                         123,039            41,653
   Increase in Accounts Receivable                       (215,545)          128,646
   Increases in Inventory                                (224,687)           20,730
   Increase (Decrease) in Prepaid Expenses                (80,091)           29,134
   Increase (Decrease) in Accounts Payable                264,520          (469,935)
   Increase (Decrease) in Due to Related Parties           28,639           (23,029)
                                                     ------------      ------------
Net cash provided/(used) in operating activities          295,579           (49,154)
                                                     ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Long term asset purchases                             (116,394)         (305,417)
   (Increase) in long term Investments                    (17,817)
   Purchase of Home Structure Sound                       (45,000)
   Increase (Decrease) in Long Term Deposits                                 35,335
                                                     ------------      ------------
Net cash used in investing activities                    (179,211)         (270,082)
                                                     ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                                    (998)
   Proceeds (Repayment) of short term debt                (40,543)          146,988
   Proceeds (Repayment) of long term debt                 (84,889)          119,403

                                                     ------------      ------------
Net cash provided by financing Activities                (125,432)          265,393
                                                     ------------      ------------

Net (Decrease) in cash and cash equivalents                (9,064)          (53,843)
Cash and equivalents, beginning of period                 165,414           219,257
                                                     ------------      ------------
Cash and equivalents, end of period                  $    156,350      $    165,414
                                                     ============      ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for Interest                               $     58,626      $    101,497



Acquisitions Note: In connection with the acquisition
of the operating assets of Home Structure Sound, the
Company acquired assets with a fair market value of
$423,000 in exchange for a cash payment of $45,000,
the issuance of debt in the amount of $184,000, and
the issuance of stock valued at $193,000.
</TABLE>



        The Accompanying Notes are an integral part of these statements.

                                       25
<PAGE>
                            SPECTRASOURCE CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY





<TABLE><CAPTION>
                                                                 ADDITIONAL                        TOTAL
                                COMMON STOCK                        PAID        ACCUMULATED    STOCKHOLDERS'
                                   SHARES          AMOUNT        IN CAPITAL       DEFICIT          EQUITY
                                -----------     -----------     -----------     -----------     -----------
<S>                             <C>             <C>             <C>             <C>             <C>

BALANCE, SEPTEMBER 30, 2000       6,015,850     $    16,190     $ 3,338,043     $(3,435,958)    $   (81,725)

   Net Income                                                                       107,917         107,917
                                -----------     -----------     -----------     -----------     -----------

BALANCE, SEPTEMBER 30, 2001       6,015,850     $    16,190     $ 3,338,043     $(3,328,041)    $    26,192

   LT Asset Purchase                339,400             339         192,661                         193,000
   Stock Compensation               829,622             827                                             827
   Net Income                                                                       228,500         228,500
                                -----------     -----------     -----------     -----------     -----------

BALANCE, SEPTEMBER 30, 2002       7,184,872     $    17,356     $ 3,530,704     $(3,099,541)    $   448,519
                                ===========     ===========     ===========     ===========     ===========
</TABLE>




        The Accompanying Notes are an integral part of these statements.

                                       26
<PAGE>
                            SPECTRASOURCE CORPORATION
                   NOTES TO THE COMBINED FINANCIAL STATEMENTS


NOTE 1.   ORGANIZATION AND NATURE OF OPERATIONS

SpectraSource Corporation (the Company), through its four subsidiaries, markets
products and services to the telecommunications market, commercial business
applications, building owners, residential and commercial builders and
developers, and the general consumer market. These products and services include
fiber optics, structured cabling, home network systems, electrical components,
lighting, ceiling fans, and associated hardware.

On April 28, 2000, the Company acquired all of the stock of three corporations
that are engaged in supplying fixtures to the residential and commercial
construction industry: Gulf Coast Fan & Light, Inc. (Gulf Coast); Builder
Source, Inc. (Builder Source); and Builders Lighting and Hardware, Inc.
(Builders Lighting) (collectively referred to as the "Acquired Companies").

As a result of these acquisitions, the Company's Principal Shareholder received
as consideration for his interests in the Acquired Companies a total amount of
4,301,000 shares of the Company's common stock. Upon consummation of these
acquisitions, the Principal Shareholder, directly and indirectly through his
control of a corporation that owns stock in the Company, owned 4,734,876 shares
which represents approximately 81% of the Company's outstanding common stock as
of April 28, 2000.

The transaction between the Company and the Acquired Companies has been
reflected in the accompanying financial statements as a reorganization of
entities under common control whereby the historical basis of assets and
liabilities of the Acquired Companies are carried forward as the recorded basis
for the Company.


NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its subsidiaries after elimination of all significant inter-company
transactions.

USE OF ESTIMATES
The preparation of these financial statements requires the use of certain
estimates by management in determining the Company's' combined assets,
liabilities, revenues and expenses. Actual results could differ from those
estimates.

CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of highly liquid investments that are readily
convertible into cash and have a maturity of three months or less. Cash
equivalents are stated at cost, which approximates fair market value.

REVENUE RECOGNITION
Revenue from product sales is recognized as risk and title to the product
transfer to the customer, which usually occurs when shipment, delivery, or
installation, whichever is applicable, is made. The Company accrues for
allowances for doubtful accounts based on its experience.


                                       27
<PAGE>
INVENTORIES
Inventories are carried at the lower of cost or market, using average cost.
Materials and supplies are valued using the average cost method.

PROPERTY AND EQUIPMENT
Property and equipment is stated at cost less accumulated depreciation. Property
and equipment is depreciated on the straight-line method over their estimated
useful lives, which in the opinion of management is adequate to allocate the
cost of the property and equipment over their estimated useful lives.
Expenditures for renewals, replacements, and betterments are capitalized.
Maintenance and repairs are charged to operating expenses as incurred. Upon sale
or other disposition, the applicable amounts of asset cost and accumulated
depreciation are removed from the accounts and the net amount, less proceeds
from disposal, is charged against or credited to income.

GOODWILL
Goodwill represents the excess of purchase price paid over the value assigned to
the net tangible and identifiable intangible assets of a business acquired. As
described below under Recent Accounting Standards, no amortization of goodwill
has been recorded; instead, goodwill will be reviewed for impairment based on
fair values.

DEFERRED SOFTWARE COSTS
Costs to purchase and to develop software for internal use are deferred and
amortized on a straight-line basis over 5 years.

INCOME TAXES
The Company follows the asset and liability approach to account for deferred
income taxes. Under this method, deferred taxes are recognized for temporary
differences between the book and tax basis of assets and liabilities. These
temporary differences are measured using the applicable enacted tax rates and
provisions of the enacted tax laws. Valuation allowances are provided against
deferred tax assets when it is more likely than not that some portion or all of
the deferred tax asset will not be realized.

COMPREHENSIVE INCOME
Financial Accounting Standards Board ("FASB") Statement No. 130, "Reporting
Comprehensive Income", became effective for fiscal years beginning after
December 15, 1997, and establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains and losses)
in a full set of general-purpose financial statements. This Statement requires
that all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. The Company
had no comprehensive income other than net income during the periods included in
the accompanying financial statements.

EARNINGS PER COMMON SHARE
Earnings per common share is computed by dividing net income by the weighted
average number of common shares outstanding during the year.

RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets, effective January 1, 2002. SFAS No. 141 is effective for business
combinations initiated after June 30, 2001 and has no effect on the Company.
SFAS No. 142 prescribes discontinuance of the amortization of goodwill as well
as annual review of goodwill for impairment. The Company does not expect the
implementation of SFAS No. 142 to result in any impairment of goodwill.


                                       28
<PAGE>
In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. Adoption of SFAS No. 143 and SFAS
No. 144 is not expected to have a material effect on the consolidated financial
statements of the Company.

In April 2002, the FASB issued SFAS No. 145, RESCISSION OF FASB STATEMENTS NO.
4, 44, AND 64, AMENDMENT OF FASB STATEMENT NO. 13, AND TECHNICAL CORRECTIONS.
Application of the statement will be required in 2003. The Company does not
expect the implementation of SFAS No. 145 to have a material effect on the
financial statements of the Company.

In July 2002, the FASB issued SFAS No. 146, ACCOUNTING FOR EXIT OR DISPOSAL
ACTIVITIES. SFAS No. 146 addresses the recognition, measurement, and reporting
of costs associated with exit and disposal activities, including restructuring
activities and facility closings. SFAS No. 146 will be effective for activities
initiated after December 31, 2002. The Company does not expect adoption of SFAS
No. 146 to have a material impact on its consolidated financial statements.


NOTE 3.   ACQUISITIONS

On April 28, 2000, the Company acquired all the stock of the Subsidiaries as
described below:

The acquisition of Gulf Coast was accomplished by the issuance of an aggregate
of 3,500,000 shares of the Company's Common Stock and a $1,000,000 10-year
promissory note, a $390,000 5-year promissory note and a $50,000 3-year
promissory note. Gulf Coast was incorporated in 1984 and designs and distributes
the Old Jacksonville Ceiling Fans under a licensing agreement with U.S. Ceiling
Fan Corp., a company controlled by the Company's Principal Shareholder.

The acquisition of Builders' Lighting was accomplished by the issuance of an
aggregate of 1,000,000 shares of the Company's Common Stock. Builders' Lighting
was incorporated in 1997 and distributes and wholesales lighting, hardware, and
electrical components to the residential and commercial building industry.

The acquisition of Builder Source was accomplished by the issuance of an
aggregate of 200,000 shares of the Company's Common Stock. Builder Source was
incorporated in 1996 and distributes and wholesales hardware and electrical
components to the residential and commercial building industry. The operations
of Builders Source have since been absorbed into Gulf Coast and Builder's
Lighting.

On August 30, 2002, the Company purchased 100% of the inventory,
work-in-process, goodwill, and the company name of "Home Structure Sound", of
Home Structure Sound, an unincorporated entity in the same line of business as
the Company's Connect Source subsidiary. Home Structure Sound provides
residential structured cabling - wiring for Internet, cable/satellite dish TV,
and home security systems. Home Structure Sound began operations in January,
2002 and ceased operations as a separate entity upon acquisition by the Company
on August 30, 2002. In conjunction with the acquisition, the three Principals of
Home Structure Sound became employees of the Company's Connect Source division.
The assets and operations of Home Structure Sound have been combined and are
included in the operations of the Company's Connect Source Division. The primary
reasons for the acquisition is to accelerate the Company's entry into the
structured cabling market, an initiative for which the Company's Connect Source
division was not achieving at the desired rate prior to the acquisition. The
results of operations of Home Structure Sound are included in the financial
statement of the Company beginning on the date of acquisition, August 30, 2002.
The aggregate purchase price paid for Home Structure Sound was $423,000,
consisting of cash in the amount of $45,000, long term debt in the amount of
$184,000, and 339,400 shares of the Company's common stock valued at $193,000.
The acquisition debt is unsecured, and bears no stated interest rate. Principal
payments on the acquisition debt are as follows:


                                       29
<PAGE>
                       FYE 2003                     $  52,506
                       FYE 2004                        55,999
                       FYE 2005                        57,996
                       FYE 2006                        17,499
                                                    ---------
                         Total                      $ 184,000
                                                    =========


The following table summarizes the estimated fair values of the assets acquired:

                       At August 30, 2002

                       Inventory                    $  12,232
                       Trademarks                      10,000
                       Goodwill                       400,768
                                                    ---------
                       Total Assets Acquired          423,000
                                                    ---------
                       Total Liabilities Assumed    $       0
                                                    ---------
                       Net Assets Acquired          $ 423,000
                                                    =========


The trademarks are unregistered and are being amortized over 20 years. The
Goodwill equals the residual amount of consideration paid for Home Structure
Sound over the fair market value of the other assets acquired. The total amount
of Goodwill is expected to be amortizable over 15 years for tax purposes.
Pursuant to SFAS 142, Goodwill is not amortizable for financial statement
purposes and, instead, will be analyzed for impairment each period. 100% of the
Goodwill is reportable in the Connect Source Communications, Inc. segment.

Total amortization expense for the period was $1711. The estimated aggregate
amortization expense for each of the five succeeding fiscal years is as follows:

                       FYE 2003                     $     500
                       FYE 2003                           500
                       FYE 2003                           500
                       FYE 2003                           500
                       FYE 2003                           500

The acquisition agreement provides that if the calendar year 2003 net profits,
computed without considering certain expense items such as headquarter general
and administrative charges allocated to connect Source, depreciation expense on
pre-existing assets of Connect Source, and interest expense on pre-existing debt
allocated to Connect Source, for the Home Structure Sound operations fall below
a floor of $180,000, the purchase price shall be adjusted by a percentage
deduction corresponding to the percentage below this floor. If, during the same
period, the net profits exceed $600,000, the purchase price shall be adjusted by
a percentage increase corresponding to the percentage above this ceiling, up to
a total of a fifty percent increase above the purchase price. Should such
contingency occur, the Company will account for it as an adjustment to the
original purchase price of Goodwill. The Company, at this time, does not
anticipate any adjustment to the purchase price. None of the consideration has
been placed in escrow.


                                       30
<PAGE>
The following table presents pro forma supplemental information showing the
results of operations for the Company had the purchase of Home Structure sound
been completed at October 1, 2001. As Home Structure Sound was not in existence
prior to October 1, 2001, no pro forma results of operations are presented for
the prior comparable period beginning October 1, 2000.


                              SpectraSource Company
                         Pro-Forma Results of Operations
                               September 30, 2002




<TABLE><CAPTION>
                                                                 PRO-FORMA
                                             TWELVE MONTHS      ADJUSTMENTS
                                                 ENDED             HOME          PRO-FORMA
                                               SEPTEMBER         STRUCTURE       SEPTEMBER
                                                30, 2002           SOUND          30, 2002
                                              ----------------------------------------------
<S>                                           <C>              <C>              <C>
Sales                                            6,647,730          397,808        7,045,538
Cost of Sales                                    3,869,455          327,459        4,196,914
                                              ------------     ------------     ------------
     Gross Profit                                2,778,275           70,349        2,848,624
                                              ------------     ------------     ------------

Costs of Products Sold
     Selling and administrative expenses            80,884           39,175          120,059
     Depreciation and amortization                 107,280              500          107,780
     Other costs and operating expenses          2,242,429                         2,242,429
                                              ------------     ------------     ------------
Total Costs of Products Sold                     2,430,593           39,675        2,470,268
                                              ------------     ------------     ------------

Income (Loss) from operations                      347,682           30,674          378,356

Other Income:
     Interest Income                                    45                                45
     Miscellaneous Other Income (Expense)            3,812                              3812
                                              ------------     ------------     ------------
Total Other Income                                   3,857                0            3,857
                                              ------------     ------------     ------------

Income before taxes                                351,539           30,674          382,213

Provision for income taxes                         123,039           10,736          133,775
                                              ------------     ------------     ------------

Net Income or (Loss)                               228,500           19,938          248,438
                                              ============     ============     ============


Basic and diluted EPS:                                0.03                              0.03

Weighted average number of common shares         7,184,872                         7,184,872
</TABLE>


                                       31
<PAGE>
NOTE 4.   SHORT TERM DEBT

At September 30, 2002, and September 30, 2001, the Company had short-term debt
of $806,600 and $847,143, respectively. Short-term debt consists of lines of
credit with commercial banks on a revolving basis bearing interest at the
current prime rate. These lines of credit expire within twelve to fifteen months
from the date of issuance with options to renew with similar terms. These lines
of credit are secured by a blanket U.C.C. security filing on inventory, accounts
receivable, furniture and fixed assets, and are personally guaranteed by the
Principal Shareholder.


NOTE 5.   LONG TERM DEBT

Long-term debt and the amount due within one year at September 30, 2002, and
2001 consist of the following:

                                                    BALANCE AT     BALANCE AT
                                                   SEPTEMBER 30,  SEPTEMBER 30,
                                 INTEREST RATE         2002           2001
                                 -------------      ----------     ----------
                                 Ranges between
Notes payable - Banks                 0-7%              80,572     $  190,458
Notes payable - Shareholders          0-8%           1,595,200      1,386,030
                                                    ----------     ----------
Total long-term debt                                 1,675,772      1,576,488
Less: Current maturities of
      long term debt                                   141,017         87,430
                                                    ----------     ----------
Net long-term debt                                   1,534,755     $1,489,056
                                                    ==========     ==========

Notes Payable to banks are borrowings from commercial institutions to finance
vehicle and equipment purchases and are secured by the assets purchased. On
April 28, 2000, the Company issued $1,440,000 in principal amount of Notes
Payable to Shareholders to effect the acquisition of Gulf Coast as described in
Note 2 above. This portion of the Notes Payable to Shareholders is
collateralized by the common stock of the subsidiaries. On August 30, 2002, the
Company issued $184,000 of principal amount of Notes Payable in connection with
the purchase of Home Structure Sound, the sellers of which became shareholders
of the Company. This portion of the Note Payable to Shareholders is unsecured.
The Company, with the consent of the Principal Shareholder, is not currently
accruing interest expense on the notes payable to the Principal Shareholder, and
is deferring the payment of $447,509 of principal due the Principal Shareholder
under the original terms of the notes.

The principal payments required to be made on long-term debt during the next
five years are shown below:

            FISCAL YEAR                       AMOUNT
            -----------                     ---------
                2003                        $ 141,017
                2004                          738,684
                2005                          213,123
                2006                          121,618
        2007 and thereafter                   461,328


                                       32
<PAGE>
NOTE 6.   INCENTIVE STOCK OPTION PLAN

On July 31, 2000, the Company adopted a Stock Incentive Plan (the Plan). The
Company may grant incentive stock options (ISOs), non-qualified stock options
(NSOs), restricted stock options, performance units and bonus stock to officers,
directors, consultants, or key-employees. The number of shares of Common Stock
authorized for issuance under the Plan is 1,500,000. As of September 30, 2002,
only incentive stock options have been granted under the Plan. Incentive stock
options have a maximum life of 10 years and a minimum exercise value of no less
than 100% of the fair market value of the stock at the grant date, except that
in the case of an employee owning more than 10% of the combined voting power of
all classes of stock, whether directly or indirectly, the options shall have a
maximum life of 5 years, and the option price shall be not be less than 110% of
such fair market value on the date of grant. The option price for each
non-qualified stock option shall not be less than 50% of the fair market value
on the date the option is granted. All options are non-transferable other than
by will or the laws of descent and distribution. Unless otherwise specifically
provided by the Company's Stock Option Committee of the Board of Directors on
the date of the grant, granted options vest on a cumulative basis of 33 1/3% of
the total number of shares covered thereby on the first, second, and third
anniversary dates of the grant. Options may terminate if employment is
terminated and only the employee, officer, and or director may then exercise the
vested portion. During fiscal year ended September, 30, 2002, the Company
granted 327,955 of incentive stock options to Officers, Directors, and
Employees.

The Company accounts for the fair value of its grants in accordance with SFAS
123. The compensation cost that has been charged against income for the Plan was
$12,091, $0, and $14,102 for fiscal years ended in 2000, 2001, and 2002,
respectively.

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for the 2002 grants: dividend yield of 0%, expected volatility
of 64.728%, risk-free interest rate of 4.5%, and expected life of 5 years.

A summary of the status of the Plan as of September 30, 2201 and 2002, and
changes during the years ending on those dates is presented below:

<TABLE><CAPTION>
-----------------------------------------------------------------------------------------
                                             2001                         2002
--------------------------------   -------------------------   --------------------------
<S>                                <C>      <C>                <C>       <C>
Incentive Stock Options            Shares   Weighted-Average   Shares    Weighted-Average
                                            Exercise Price               Exercise Price
--------------------------------   ------   ----------------   -------   ----------------
Outstanding at beginning of year   32,245   .30                32,245    .30
--------------------------------   ------   ----------------   -------   ----------------
Granted                            0                           327,955   .31
--------------------------------   ------   ----------------   -------   ----------------
Exercised                          0                           0
--------------------------------   ------   ----------------   -------   ----------------
Forfeited                          0                           0
--------------------------------   ------   ----------------   -------   ----------------
Outstanding at End of Year         32,245   .30                360,200   .31
--------------------------------   ------   ----------------   -------   ----------------
Options exercisable at year end    32,245                      360,200   .31
--------------------------------   ------   ----------------   -------   ----------------
Weighted Average Fair Value of                                 .043
Options granted during the year
-----------------------------------------------------------------------------------------
</TABLE>

                                       33
<PAGE>
The following table summarizes information about Incentive Options outstanding
at September 30, 2002:

<TABLE><CAPTION>
-----------------------------------------------------------------------------
                      Options Outstanding                Options Exercisable
--------   -----------------------------------------   ----------------------
                         Weighted           Weighted                 Weighted
Range of   Number        Average            Average    Number        Average
Exercise   Outstanding   Remaining          Exercise   Exercisable   Exercise
Prices     at 9/30/02    Contractual Life   Price      at 09/30/02   Price
--------   -----------   ----------------   --------   -----------   --------
<S>        <C>           <C>                <C>        <C>           <C>
..30        255,200       4.75 years         .30        255,200       .30
--------   -----------   ----------------   --------   -----------   --------
..34        105,000       5.00 years         .34        105,000       .34
--------   -----------   ----------------   --------   -----------   --------
..30-.34    360,200       4.82 years         .31        360,200       .31
-----------------------------------------------------------------------------
</TABLE>


NOTE 7.   EMPLOYEE 401(K) PLAN

The Company has an Employee 401(k) Plan for all full-time employees. The plan
provides a tax deferred contribution by the Company, at the Company's option, of
up to 100% of the current year contributions for each employee with one year of
vesting service, to the extent that such contribution does not exceed 10% of the
total annual compensation. The Company typically matches 25% of the employee
contribution. Total pre-tax contributions per employee are limited each year by
the Internal Revenue Service.


NOTE 8.   FEDERAL INCOME TAX

The provision for federal income taxes consisted of:

                              September 30, 2002             September 30, 2001
                              ------------------             ------------------
Deferred tax provision            $ 123,039                      $ 41,653


The Company's deferred income tax asset at the federal statutory rate of 34% are
composed of the following differences between financial and tax reporting:

                                           September 30,     September 30,
                                               2002              2001
                                           ------------      ------------
Allowance for doubtful accounts            $     36,416      $      8,668
Net operating loss carryforwards (NOLs)         305,827           412,247
Capital loss carryforwards                            0            49,329
Other                                             4,964
                                           ==============================
Total deferred tax asset                   $    347,207      $    470,244
                                           ==============================


Based on historical performance, the Company believes that sufficient future
taxable income will be generated to realize the entire deferred tax asset prior
to expiration of any NOLs and that the realization of the deferred tax asset is
more likely than not and therefore no valuation allowance has been established
for deferred tax assets.

As of September 30, 2002, the Company's federal consolidated NOLs for income tax
purposes were $1,128,201. If not utilized, the Company's federal consolidated
NOLs will expire as follows:


                                       34
<PAGE>
              Year                                   Amount
              ----                                   ------
              2007                                   66,201
              2008                                  542,000
              2010                                  389,000
              2012                                   78,000
              2019                                   35,000
              2020                                   18,000



NOTE 9.   RELATED PARTY TRANSACTIONS

At September 30, 2002 and September 30, 2001, the balance due to related parties
controlled by the Principal Shareholder were $120,000 and $127,790,
respectively. Transactions with these related parties include advancement of
funds for inventory and operating expenses.

Under a licensing agreement with a company controlled by the Principal
Shareholder, Gulf Coast Fan & Light is the exclusive licensee of the Old
Jacksonville brand of ceiling fan. Payments made under the license agreement for
fiscal years ended 2002, 2001, and 2000 were $0, $0, and $170,000 (made prior to
the reverse acquisition), respectively.


NOTE 10.  LEASES

The Company leases various facilities and equipment under non-cancelable lease
arrangements for varying periods. As of December 31, 2002, future minimum lease
payments for the next five years and thereafter, relating to all non-cancelable
operating leases with terms in excess of one year were as follows:


NOTE 11.  FAIR VALUE OF FINANCIAL INSTRUMENTS AND
          DERIVATIVE FINANCIAL INSTRUMENTS

The carrying amounts of cash, accounts receivable, accounts payable, short term
notes payable, and accrued expenses approximate fair value because of the short
maturity of these items. These fair value estimates are subjective in nature and
involve uncertainties and matters of significant judgment, and, therefore,
cannot be determined with precision. Changes in assumptions could significantly
affect these estimates. During September 30, 2002 and September 30, 2001, the
Company had no derivative financial instruments.


NOTE 12.  EARNINGS PER SHARE

Basic and Diluted Earnings per Share--Basic earnings per share for income (loss)
before extraordinary items for the periods presented are computed based upon the
weighted average number of shares outstanding for the periods. Diluted earnings
per share for income (loss) before extraordinary items include the effect of
outstanding stock options issued under the incentive stock option plan. These
stock options were antidilutive in 2002 and 2001. Earnings (loss) per share
("EPS") data is as follows for the years ended September 30:

                                       35
<PAGE>
                                                  2002            2001
                                                 ------          ------
Thousands of shares                               7,185           6,016

Basic EPS                                          0.03            0.02



NOTE 13.  SEGMENT INFORMATION

The Company identifies its segments based on differences in products and
services, as follows:

Gulf Coast Fan & Light, Inc. - ceiling fans systems for the residential and
commercial building market.

Connect Source Communications, Inc. -cabling, wiring, and network systems for
the residential and commercial building market.

Builders Lighting & Hardware, Inc. - residential and commercial lighting and
hardware fixtures.


The segments are managed as one business unit, utilizing the same sales force,
customer service force, and headquarter support staff.

<TABLE><CAPTION>
                                                            Builder's
                                             Connect        Lighting &
                          Gulf Coast         Source          Hardware        All Other        Totals
                          -----------------------------------------------------------------------------
<S>                       <C>               <C>             <C>              <C>            <C>
Revenues - External        3,395,072         171,831         3,264,301                       6,831,203
Intersegment revenue          60,466                           123,007                         183,473
Cost of Goods Sold         1,785,013          84,200         2,000,242                       3,869,455
Depreciation                  48,312          30,984            27,984                         107,280
Interest Expense               5,907          20,428            32,291                          58,626
Segment profit               374,552        -147,997           146,600        -144,655         228,500
Segment Assets             1,437,703         642,787         1,031,505         556,668       3,693,626
Asset Expenditure                                               63,000          53,394         116,394

Reconciliation

Revenues
--------
Revenues - Segments        6,831,203
Intersegment                -183,473
                           ---------
Consolidated revenue       6,647,730
                           =========

Profit or Loss
--------------
Profit - Segments            373,155
Loss - Other                -144,655
                           ---------
Consolidated Net Income      228,500
                           =========
</TABLE>



                                       36
<PAGE>

<TABLE><CAPTION>
Assets
------
<S>                        <C>
Assets - Segments          3,111,995
Assets- Other                581,631
                           ---------
Consolidated Assets        3,693,626
                           =========


Asset Expenditure
-----------------
Segment                       63,000
Other                         53,394
                           ---------
                             116,394
                           =========
</TABLE>





Interest revenue is an immaterial item. "Other Losses" in the amount of $144,655
consists primarily of deferred tax expense in the amount of $123,039 and
compensation costs relating to stock options in the amount of $14,102, neither
of which is not allocated down to the segments. "Other Assets" in the amount of
$581,631 consists of deferred tax asset in the amount of $347,207, which is not
allocated to the segments, and leasehold improvements and capitalized software
at the headquarter level. "Other" Asset Expenditures consists of leasehold
improvements at the headquarter level.




                                       37