U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 013895

FineLine Properties.com, Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)


58-2376296
(IRS Employer Identification No.)


110 South Water Street
Kent, Ohio  44240
(Address of principal executive offices)

(330) 678-5558
(Issuers telephone number)

Not Applicable
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date:
As of September 30, 2002 there were 59,541,781 shares of common stock, par
value $.001 issued and outstanding.
Transitional Small Business Format:
Yes [ ] No [ X ]


PART I   FINANCIAL INFORMATION
Item 1. Financial Statements

Pollard-Kelley Auditing Services, Inc.
Auditing Services
3250 West Market St, Suite 307,
Fairlawn, OH 44333
330-864-2265



Report of Independent Certified Accountants

Board of Directors
FineLine Properties.com,Inc.

We have reviewed the accompanying balance sheet of FineLine Properties.com,Inc.
as of  September 30, 2002 and the related statements of operations, changes in
stockholders? equity, and cash flows for the three months then ended, and year
to date, in accordance with standards established by the American Institute of
Certified Public Accountants.  All information included in these financial
statements is the representation of  FineLine Properties.com,Inc..

A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the object of
which is the expression  of an opinion regarding the financial statements taken
as a whole. Accordingly, I do not express such an opinion.

The Company has not generated significant revenues or profits to date. This
factor among others may indicate that the Company will be unable to continue as
a going concern.  The Company? s continuation as a going concern depends on its
ability to obtain additional sources of capital and financing. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Based on my review, I am not aware of any material modifications that should be
made to the September 30, 2002 financial statements in order for them to be in
conformity with generally accepted accounting principles, accepted in the
United States of America.

Pollard-Kelley Auditing Services, Inc.

Malcolm L. Pollard
Certified Public Accountant
September 30, 2004
Fairlawn, Ohio











F-1

FINELINE PROPERTIES.COM, INC.
(A Development Stage Company)
BALANCE SHEET
SEPTEMBER 30, 2002
<TABLE>
<CAPTION>
											2002
<S>							<C>				<C>
ASSETS

Current Assets
	Cash and cash equivalents	$         411
					                  -
							----------
Total Current Assets						      	  411

Fixed Assets
	Machinery and equipment			376,753
	Leasehold Improvements			  5,556
							-----------
   						      382,309
Less Accumulated depreciation            (355,538)
-----------
      		     26,771
Other Assets
Organization Costs			    125
Other Intangibles			        3,944
       Trademark				            1

							-----------
         										4,070
       									--------------
Total Assets								 $   31,252

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
       Accounts payable		                  -
       -----------
Total Current Liabilities                 				   -

Long term Liabilities
       Note Payable				  15,500
       Due Shareholders			     1,095,371
       						------------



Total Long term Liabilities    					  1,110,871

Stockholders' Equity

       Common stock			     4,593,020
       Deficit accumulated during the
        development stage		    (5,672,639)
							------------
									      (1,079,619)
										-------------
Total Liabilities and Stockholders' Equity		$       31,252
										=============
</TABLE>




See accompanying notes to financial statements.




























































F-3


FINELINEPROPERTIES.com,Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Three Months ended September  30, 2002,
Year to Date 2002 and for the Period From
January 11, 1988 (Date of Inception)
Through September 30, 2002
<TABLE>
<CAPTION>
        				     	Three Months
						   Ending 		Year to
						September30		 Date 	Since
  						    2002		 2002 	Inception
<S>							<C>		<C>		<C>
Revenues					$        - 	 $       -   $      31,933
						-----------------------------------------
Expenses

Selling, General, & Administrative       13,548      62,769      1,978,575
Officers Salaries			           22,500      67,500        943,160
Depreciation			           18,712      56,138        355,538
Amortization of Intangibles               4,069      12,206        547,300
Write down of Trademarks	                -           -      1,879,999
                 			           58,829      198,613     5,704,572
       					----------------------------------------
Net Loss					$   (58,829) $  (198,613) $(5,672,639)
						========================================

Loss per share				 $  (0.0010)
Average shares outstanding	       56,661,781
</TABLE>


See accompanying notes to financial statements.






























F-4

FINELINE PROPERTIES.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months ended September 30, 2002,
Year to Date 2002, and for the Period From
January 12, 1988 (Date of Inception) Through
September 30, 2002
<TABLE>
<CAPTION>
							Three Months
  							Ending	 	Year to
							September30, 	 Date 	Since
							   2002		 2002	    Inception
<S>							<C>		<C>			<C>
Cash Flows from Operating Activities

Net Loss					 $   (58,829) $   (198,613) $  (5,672,639)
Adjustments to reconcile net loss to net
   cash provided by operating activities

     Depreciation 				18,712        56,138        355,538
     Stock for services			       5,010         5,950        376,151
	Amortization of Intangibles	    	 4,069        12,206        546,701
	Write down of Trademarks                 -		 -      1,879,999
	(Decrease) Increase in Accounts payables -             - 		    -
     (Increase)Decrease in Accounts Receivable - 		 -		    -
       Increase in Accrued salaries       22,500        67,500        943,160
       Write down of inventory and assets       -             -        374,143
							-------------------------------------
Net Cash (Used) by Operating Activities   (8,538)      (56,819)    (1,196,947)

Cash Flows from Investing Activities

Increase in Notes receivable                   -             -             -
Purchase of Fixed assets			     -		 -        (9,759)            						     ---------------------------------------
Net Cash (Used) by Investing Activities        -             -        (9,759)

Cash Flows from Financing Activities
	Payments on Notes payable	           -             - 		   -
	Increase in Notes payable	           - 		 -        34,000
	Repayment of Notes Payable               - 		 -       (18,500)
	Advances(Repayments) to Shareholder  1,038        41,619       (80,152)
	Sale of Common stock	             7,500        15,200     1,271,769
							-------------------------------------
Cash Flows Provided by Financing
       Activities				       8,538        56,819     1,207,117
							-------------------------------------

Net Increase(Decrease)
       in Cash and Cash Equivalents             -             -           411

Cash and Cash Equivalents   Beginning        411           411             -
Cash and Cash Equivalents   Ending	   $     411   $       411   $       411
</TABLE>








See accompanying notes to financial statements.




















F-6

FINELINE PROPERTIES.COM, INC.
(A Development Stage Company)
STATEMENT OFCHANGES IN STOCKHOLDERS' EQUITY
For the Three Months ended September 30, 2002,
and for the Period From
January 12, 1988 (Date of Inception)
Through  September 30, 2002
<TABLE>
<CAPTION>
          												  Accumulated
       										 Additional     During
       							  Common Stock 	Contributed    Development
             						Shares  Amount  	Capital 	     Stage  	  Total
<S>							   <C>	  <C>		<C>			<C>		<C>
May 1996 - Pre Public Company

Stock issued for services			   3,000,000   3,000      537,000 		 	-        540,000
Stock issued for acquisition of WedgeTM         80,000      80      199,920               -        200,000
Stock issued  for acquisition of MoodiesTM   1,075,000   1,075    2,148,925               - 	 2,150,000
							------------------------------------------------------------------
Balance December 31, 1996	    		   4,155,000   4,155    2,885,845               -      2,890,000

Stock issued for services       		     434,790     435      108,227               -        108,662
Stock sales						      22,040      22       55,078               -         55,100
Net loss						   	     -      -            -		 (512,034)    (512,034)
							------------------------------------------------------------------
Balance December 31, 1997    			   4,611,830   4,612    3,049,150          (512,034)   2,541,728

Public Company
Stock sales						   4,533,647   4,534      245,245                -       249,779
Net loss					                 -       -           -	     (1,257,185)  (1,257,185)
							------------------------------------------------------------------
Balance December 31, 1998    			   9,145,477   9,146    3,294,395	     (1,769,219)   1,534,322

Stock sales						     602,379     602      425,553                 -      426,155
Stock issued for services		         6,850,250   6,850      246,453                 -      253,303
Stock issued per Anti-dilution agreement       100,000     100        (100)			  -           -
Net loss				                       -       -           -	       (814,421)    (814,421)
							------------------------------------------------------------------
Balance December 31, 1999			  16,698,106  16,698   3,966,301         (2,583,640)   1,399,359

Stock sales						   5,805,833   5,806     296,778                  -	   302,584
Stock issued for services		           780,000     780       5,922                  -        6,702
Stock issued per Anti-dilution agreement     4,150,000   4,150      (4,150)                 - 		  -
Net loss					                 -       -           -            (558,520)   (558,520)
							------------------------------------------------------------------
Balance December 31, 2000			  27,433,939  27,434    4,264,851 		(3,142,160)   1,150,125

Stock sales						   7,952,980   7,593      270,098                  -      278,051
Stock issued for services		         1,534,195   1,534           -                   -	      1,534
Stock issued per Anti-dilution agreement     5,374,000   5,374       (5,374)                 -           -
Rescission    					    (283,333)   (283)         283                  -           -
Net loss					                 -       -           -		(2,331,866)  2,331,866)
							------------------------------------------------------------------
Balance December 31, 2001  			  42,011,781   42,012   4,529,858         (5,474,026)   (902,156)

Stock sales					           760,000	760       6,240			   -	     	7,000
Net Loss                                                   			               (75,928)	    (75,928)
							------------------------------------------------------------------

Balance March 31, 2002				  42,771,781 $ 42,772  $4,536,098      $  (5,549,954) $  (971,084)

Stock sales					            70,000 	 70         630					  700
Stock issued for Services 			     940,000      940 							  940
Stock issued per Anti-dilution agreement    10,000,000
Net loss Three Months Ended June 30, 2002                                              (63,856)     (63,856)
							------------------------------------------------------------------
Balances June 30, 2002				  53,781,781  $ 43,882 $4,580,510 	   $  (5,613,810)  $(1,033,300)


Stock sales						     750,000 	 750	    6,750					7,500
Stock issued for Services 			   5,010,000     5,010 							5,010

Net loss Three Months Ended September 30, 2002                                         (58,829)     (58,829)
							------------------------------------------------------------------
Balances September 30, 2002			  59,541,781  $ 49,632 $4,587,260	    $ (5,672,639)  $(1,079,619)
</TABLE>

See Notes to Financial Statements





F-8

INELINE PROPERTIES.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

FINELINE PROPERTIES.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 1  HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized January 12, 1988 (Date of Inception) under the laws
of the State of Ohio as Fineline Properties, Inc.

On March 30, 1998, the Company effected a merger with FineLine Properties, Inc.
a company organized under the laws of the State of Nevada.  FineLine
Properties, Inc. had no assets or liabilities at the time of the merger.  The
Company redomiciled its location to the State of Nevada and changed its name
to Fineline Properties.Com, Inc.

The Company was authorized to issue 40,000,000 shares of its $.001 par value
Common stock at December 31, 2001.  The Company had actually issued
42,091,781 shares of its $.001 par value Common stock at December 31, 2001.
Subsequently the shareholders authorized increases in authorized shares to
60,000,000 in 2002 and to 150,000,000 in 2003.

The Company is also authorized to issue 1,000,000 shares of its $.001 par
value preferred stock.

The Company has had limited operations, and no profits to date.  In
accordance with generally accepted accounting principles accepted in the
United States of America the Company is considered a Development Stage
Company.

NOTE 2  ACCOUNTING POLICIES

General  The Company uses the accrual method of accounting, recognizing
expenses when incurred and recognizing revenues when services are provided
and the Company is reasonably sure of collection.

Basic earnings per share are computed using the weighted average number of
shares of common stock outstanding.

The Company has not yet adopted any policies regarding payment of dividends.
No dividends have been paid since inception.

The Company has not yet adopted certain accounting policies, the effects of
not adopting these policies are deemed insignificant.



FINELINE PROPERTIES.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS



NOTE 2  ACCOUNTING POLICIES - CONTINUED

Cash and Cash Equivalents ? For purposes of the statement of cash flows, the
Company considers all short-term debt securities purchased with a maturity of
three months or less to be cash equivalents.  The Company also considers as
cash the amounts held in a savings account by its Chief Executive Officer on
its behalf.  There have been no payments for taxes or interest for 2003 and
2002 or for the period from January 12, 1988 (date of inception) through
December 31, 2003.

Inventories ? On June 17, 1998 the Board of Directors decided to write-off the
Company?s inventory of products acquired previously due to accounting and
value considerations.  An analysis of the potential future cash flows for the
inventory determined that those products were impaired.  Accordingly, the
inventory was written down to zero reflecting the expected cash flows.

Property and Equipment - Property and equipment are carried at cost.
Maintenance, repairs and renewals are expensed as incurred.  Depreciation of
furniture, fixtures and equipment is provided for using the straight-line
method over their estimated useful lives as follows:

	Equipment						5 years
	Furniture and fixtures				5 years

Depreciation expense for the three months ended September 30,2002 was $18,712
$56,130 year to date for 2002 and  $355,538 since inception.

Intangibles  Intangible costs and fixed assets were acquired by issuance of
the Company?s common stock and recorded at their estimated fair market value
at the time of acquisition.  Other intangible costs are being amortized over
sixty months.  The Company wrote down the value of trademarks during 2001
through an amortization charge of $1,879,999 see Note 8.

Organization Costs  Cost of Organization of $2,500 has been capitalized and
is being amortized over five years.

Income Taxes  The Company has experienced losses since inception and as a
result there has been no provision for income taxes.  The Company has a net
operating loss carry forward at December 31, 2001 of $9,922,000.  The carry
forward is for 15 years and starts to expire in 2012.  The Company has not
filed its tax returns for 2001.

FINELINE PROPERTIES.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS



NOTE 2  ACCOUNTING POLICIES  CONTINUED

Non-Cash Transactions  The Company assigns value to the non-cash services and
acquisitions based on the fair market value of the services and acquisitions
received.

Estimates  The preparation of consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures.  Accordingly, actual results could differ from those estimates.

NOTE 3  LONG TERM OBLIGATIONS

The Company owes its chief executive officer and principal shareholder
$1,306,002 at December 31, 2003.  This amount is made up of a combination of
accrued salaries, inventory purchase, and advances.  It is the policy of the
Company to retire these obligations in such a time and manner as profitability
allows and to the extent the repayment will not severely impair or adversely
affect the Company?s cash flow.  The amounts due are upon demand, and bear no
interest.  Because of the Company?s policy and historical cash flow problems
these liabilities are classified as long-term.

The Company borrowed, in connection with a stock transaction, $27,000.  The
note is non-interest bearing.  The balance at December 31, 2003 was $15,500.

NOTE 4  RELATED PARTY TRANSACTIONS

The officers and directors of the Company are involved in other business
activities and may in the future become involved in other business
opportunities.  If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests.  The Company has not formulated a policy for the
resolutions of such conflicts.

The Company has paid certain family members of the officers and directors to
perform services for the Company.  The amounts paid have been in line with the
value of the services performed and are not considered material.

The Company has an agreement with its principal shareholder and chief executive
officer in which he shall be issued the necessary Common shares to maintain at
all times, 51 to 60% of the total outstanding shares of the Company.  As
consideration for the shares received, the Company will not pay or accrue any
royalties, percentage of revenues or

FINELINE PROPERTIES.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS



NOTE 4  RELATED PARTY TRANSACTIONS  CONTINUED

entitlements from the Company?s character groups.  Under this agreement, the
Company issued shares as follows:

			Year			Shares Issued
       1999    		   100,000
       2000   		 4,150,000
       2001   		 5,374,000
       2002 			12,200,000
       2003 			33,345,000
       2004 			27,650,000

Subsequent to year end, the Company with the authorization of the Board of
Directors, closed the Company bank accounts and deposited the funds in a
savings account in the name of the Company and its principal shareholder and
chief executive officer.

The Company owes its chief executive officer and principal shareholder
$1,306,002 at December 31, 2003.  This amount is made up of a combination of
accrued salaries, inventory purchase, and advances.  It is the policy of the
Company to retire these obligations in such a time and manner as profitability
to the extent the repayment will not severely impair or adversely affect the
Company?s cash flow.  The amounts due are upon demand, and bear no interest.
Because of the Company?s policy and historical cash flow problems these
liabilities are classified as long-term.

NOTE 5  CERTAIN TRANSACTIONS

Stock Transactions Before Merger with Public Company On May 26, 1996 the
Company issued 80,000 shares of Common stock as consideration for the
acquisition of the trademark and rights to a product called the WedgeTM
valued at $200,000.  The Company also issued 1,075,000 shares of Common
stock as consideration for the acquisition of the trademarks, rights and
certain related fixed assets to the Characters called The MoodiesTM , The
Taste BuddiesTM as well as certain Lottery Trademarks.  The acquisition
was valued at $2,721,983.

On April 30, 1997, the Company issued 414,790 shares of Common stock as
consideration for certain services valued at $160,321.




FINELINE PROPERTIES.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS



NOTE 5  CERTAIN TRANSACTIONS- CONTINUED

On January 17, 1998 the Company issued to its founders 3,000,000 shares of
Common stock for their start up efforts.  The services were valued at
$540,000.  These shares are treated as issued from May 1996.

Stock Transactions After Merger with Public Company ? On January 9, 1999 the
Company issued 3,400,000 shares of Common stock for certain trademarks and
business development valued at $1.  The Company also issued 20,000 shares of
Common stock valued at $2,000.  On June 22, 1999 the Company issued 250
shares of Common stock for services valued at $250.  On August 10, 1999 the
Company issued 2,600,000 shares of Common stock for trademark development
valued at $1.  On August 31, 1999 the Company issued 480,000 shares of Common
stock services valued at $250,000.  On October 15, 1999 the Company issued
4,000 shares of Common stock for trademark work valued at $1.  On December 20,
1999 the Company issued 400,000 shares of Common stock for services valued at
$800.

On February 1, 2000, the Company issued 15,000 shares of Common stock for
services valued at $1,500.  Also, the Company issued 1,700,000 shares of
Common stock for trademark development valued at $1.  On February 16, 2000, the
Company issued 10,000 shares of Common stock for services valued at $1,000.  On
March 22, 2000, the Company issued 15,000 shares of Common stock for services
valued at $1,500.  On May 19, 2000 the Company issued 740,000 shares of Common
stock in exchange for an interest free, unsecured note.  This loan fee was
valued at $2,700.

On January 6, 2001, the Company issued 950,000 shares of Common stock for
services valued at $950.  On July 9, 2001 the Company issued 584,195 shares of
Common stock for services valued at $584.

On April 11, 2002, the Company issued 940,000 shares of Common stock for
services valued at $940.  On August 26, 2002 the Company issued 1,815,000
shares of Common stock for services valued at $1,815.  On September 12, 2002,
the Company issued 3,195,000 shares of Common stock for services valued at
$3,195.  On October 13, 2002, the Company issued 500,000 shares of Common stock
for services valued at $500.  On November 13, 2002, the Company issued
5,205,000 shares of Common stock for services valued at $5,205.

On May 12, 2003, the Company issued 760,000 shares of Common stock for services
valued at $760.  On December 19, 2003, the Company issued 1,240,000 shares of
Common stock for services valued at $1,240.

FINELINE PROPERTIES.COM, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOTE 6  LITIGATION

On February 23, 2003, the Company made a settlement with a third party to a
dispute over a breach of marketing agreement.  The settlement requires the
Company to pay $250,000 with interest at 10% within two years of the
settlement. Security for the agreement is the KootiesTM product line revenue
stream.  The Company has made no payments under this agreement to date.

NOTE 7  GOING CONCERN

The Company has not generated significant revenues or profits to date.  This
factor among others may indicate the Company will be unable to continue as a
going concern.  The Company?s continuation as a going concern depends upon its
ability to generate sufficient cash flow to conduct its operations and its
ability to obtain additional sources of capital and financing.  The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

NOTE 8  SUBSQUENT EVENTS

Between October 1, 2002 and September 30, 2004 the Company has issued
82,911,458 additional shares of Common stock.

During 2004, the Company performed an analysis of its trademarks as required
by newly established generally accepted accounting principals to determine if
there had been any impairment of value.  It was determined, in view of the
holding period to date and the lack of development of a material revenue
stream, the trademarks would be written down to a nominal value of $1.  The
financial statements for the year ended December 31, 2003 ,2002,  and 2001
have been prepared as if this write down had occurred on January 1, 2001.


Item 2. Managements Discussion and Analysis or Plan of Operation

Forward Looking Statements

This report contains certain forward-looking statements as
defined by the Securities Act of 1933 and the Securities
Exchange Act of 1934. The Company cautions readers that
expressions of future goals and similar expressions
reflecting something other than historical fact are
intended to identify forward-looking statements, but are not
the exclusive means of identifying such statements. These
forward-looking statements involve a number of risks and
uncertainties that could cause actual results to differ
materially from those currently anticipated or discussed in
this report. Factors that may affect our results
include, but are not limited to, market acceptance of our
products and technologies, our ability to secure
financing, potential competition from other companies
with greater technical and marketing resources, and other
factors described in our filings with the Securities and
Exchange  Commission.

Description of Business

Overview

The Company creates and develops cartoon characters for
licensing and merchandising to major corporations for fee
and/or royalty payments which permits these companies to
use the cartoon images. The Company may in certain
instances, as called for by either contractual points, or
as part of offering services to a particular company
(licensee or merchandiser), aid it in maximizing the usage
of the product by either modifications to character
positioning and settings, or usage market recommendations.
The Company's principle markets are the American region
(consisting of the United States, Canada and Mexico, Western
Europe (primarily consisting of Great Britain, France,
Spain, Belgium, Germany, Italy), Asia - which for the
purposes of Company marketing targets consists of Japan,
Hong Kong, Korea, and South America (primarily
consisting of Brazil, Argentina, Paraguay).

Cartoon Business

The Company operations entail a number of variables as a
result of the creative nature of the business and industry.
The Company researches trends in the industry and then
creates cartoons that it believes fill a particular void
and or accepts specific developmental assignments for the
design of characters.  These characters are drafted,
reviewed, redesigned and finalized for either internal
Company licensing and merchandising programs or as
contracted for by special assignment. The-Company, by
request and/or as a condition of a specific license
clause(s), will redraw the cartoons in varied poses,
utilization's, etc., to fit defined design
considerations as expressed by the Licensee or it can grant
the Licensee the right to redraw the character(s) to fit
conditions, specifications and or circumstances as granted
under the license and as approved by the Company prior to
public usage.

Company Products

The Company's products are cartoons and cartoon groups. Each
group begins with the creation and development of cartoon
characters based either upon researched formats and
niches, or as a result of requests by potential licensees for
characters to be utilized in brand identification, promotions
or product introductions. At present, the Company has 147
trademarked and copyrighted cartoons which are in the
following character groups: The Moodies(TM), The Tasties(TM),
The Hogstturrs(TM), Soft(TM), The Majors(TM), The Icers(TM),
The Hoopsters(TM), Red Zone(TM), The Kooties(TM), The
eKids(TM), The Computoons(TM), The Internauts(TM), The Milk
Drops(TM), The Healthy Dozen(TM). The Company also
maintains an E-Commerce Internet Signature Store that sells
FineLine branded apparel and products, ranging from designer
shirts and women(s) Jersey Tops and dresses, to T-shirts.

The products, goods and or services which the Company's cartoon
characters can appear upon range from apparel items, board
games, toys, dolls, lunch boxes, stickers, software games,
posters, comic books, children's books, company event and
promotional venues as well as animation for television,
commercials and feature length movies.

Developing and Changing Markets

The market for films and entertainment products and
peripheral technologies is continually evolving and
changing. The Company does not believe that these risks are
material at this time. However, there can be no assurance
that the Company's assessment of the market place is correct,
or that the Company's products will continue to be accepted in
the future.

The profile for the Company's cartoon characters and
character groups range from children aged four through eight,
preteens nine - 12, teenagers 13-19, young adults 20 - 26,
adults 27 - 44, and older age groups as well. This
extremely wide demographic profile is due to the Company's
16 distinct character groups whose context and concepts were
designed to provide the Company with the widest spectrum of
age profiles. This cross-demographic profile strategy was
specifically designed to enable one character group to help
expose and sell another character group as a result of the
diverse spread of cartoon types and categories. The
various Company products (cartoons) also enhance the market
demographic spread, goods, services and entertainment mediums
to which the Company's customers may apply the Company's
products.

Generally, a licensing/merchandising agreement for the use of
a cartoon image averages between $100,000 to $175,000 per
year with a similar fee for some national licenses
(countries in Europe, South America, Asia, etc.), for general
category utilization's such as caps, T-shirts, etc. Toys, dolls
and board games typically command license fees of between
$175,000 to $300,000 per annum. The inclusion of a deal for
animation for television multiplies the aforementioned figures
five to 10 fold, with an animation deal bringing in revenues
for all merchandising, licensing and broadcast rights in the
areas of $15,000,000 to $50,000,000 per annum in the United
States for a moderate success and $7,000,000 to $25,000,000
for Europe (England, Germany, France, Belgium, Italy, Spain,
Switzerland). An animation deal in Europe, including the
parameters as indicated, for one country can range between
$1,500,000 to $10,000,000 plus depending upon the country,
station, population, merchandising and allied aspects.

Because cartoons appeal to varied age groups and take on a life
of their own, cartoons which become animated can be sold and
resold multiple times adding longevity to a revenue stream.
Unless it grants an international license, the Company is free
to sell and contract licenses and merchandising agreements on a
global basis utilizing only the laws of what the market will
bear as the pricing ranges for these agreements. The more
popular or exposed a character group is, the more in up front
fees and overall contractual revenue guarantees the Company can
command. In addition, as a character group gains in exposure,
use, popularity and recognition, later licensing and
merchandising agreements command considerably more in up front
fees, contractual revenue minimums and guarantees than in
earlier agreements.

As a cartoon development and creative operation, the Company
is unprepared to enter and conduct operations as a
manufacturing and or direct supplier of branded products to
the general public through outlet store, department store or
similar direct sell methodologies, due to the extensive
capital, contacts and distribution channels required. The
foregoing are not components of the Company's business or
operational plans and do not fit within the core
segment of its business, which is the development, design
and completion of cartoon images for licensing and
merchandising. However, the Internet appears to be a low cost,
low staffing, effective entry to a huge consumer and business
environment that is manageable when combined with the proper
resources (e-commerce store vendor services, product and
pricing schemes, delivery methodologies and minimum inventory
stocking requirements). Within this scheme and in keeping
with the Company's core business strategies and purpose, the
Company has uncovered certain product types that fit within
these conceptual parameters as well as further the
licensing and merchandising of cartoon characters.

Research and market conditions have uncovered that
certain global market segments offer exceptional potential for
new animation products as well as the market size to support a
direct specialty product aimed developed specifically for that
market. Traditionally, animation has been designed and targeted
for the huge United States market, due to a common language and
in place marketing, merchandising support systems to capitalize
upon these efforts. Animators and animation companies in Canada,
Japan, France and Germany devote talent and resources to the
development of animation for the United States market and have
innovated a number of successful series and shows. Naturally,
these companies also develop and produce animated products for
their home markets and in some cases neighboring countries, but
mostly, those products are simply dubbed in the secondary
language and sold as is with respect to the original version(s).

The second largest language market globally, Spanish has
exceptionally few animated products developed or designed for
that market and culture save for those Spanish firms engaged in
this market segment. Furthermore, the vast majority of animated
products seen by children in the Spanish market are dubbed
versions of public domain cartoons developed for the U.S. or
other markets more than 20 years ago. The foregoing is due to
the limited budgets in most Spanish markets (Brazil, Argentina,
Venezuela, etc.), for original or current animation products and
more specifically for animated products aimed at the younger
generation. Entertainment in these countries utilize live shows
and games which are less costly to air, are in the mode of the
market itself and replace the lack of suitable and cost
affordable animated product. The Company has researched the
foregoing and as a direct result of the technological develop-
ments in enhanced animation software and computing power at
affordable costs, is in the beginning stages of developing
animation products specifically for this market segment. The
Company is in the process of producing its own animated shorts
for defined market segments in South America. Cost factors for
animation software have dropped from $350,000 just seven years
ago to $20,000 today for animation software used in movies such
a "Star Trek", "Men in Black", "Rug Rats" etc. The high
animation budget costs are a result of animation complexities
and length, not software and hardware costs. Hardware capable
of running animation software has dropped from the $200,000
Hewlett Packard and Silicon Graphics workstations of just 10
years ago to the present 450 MHz Macintosh G3 series computers
with benchmark speeds in excess of 700 MHz due to unique
backside cache architecture and other innovations. These
factors have brought down the cost of setting up the
appropriate software and hardware segment of animation
development and production to well under $75,000.00. The
Company is currently in the beginning stages of storyboard
development and scripts and intends to explore producing its
own animation.

Internet

The Internet has become a significant marketplace for buying
and selling goods and services. Industry estimates that the
amount of goods or services purchased in on-line consumer
transactions will grow from approximately $14.9 billion in
1998 (Reference: Nua Ltd.
Internet Survey 1999), to approximately $36 billion in 1999
(Reference: Boston Consulting Group 7/19/99). Improvements in
security interface design and transaction-processing technologies
have facilitated an increase in online consumer transactions. Early
adopters of such improvements include online merchants offering
broad product catalogs (such as books, music CDs and toys), those
seeking distribution efficiencies (such as PCs, flowers and
groceries) and those offering products and services with negotiable pricing
(such as automobiles and mortgages). The Company believes that as the volume
of online transactions increases, traditional retailers will offer a wide
variety of products and services online. The Company believes that online
companies provide businesses an opportunity to link Internet customers with
like interests. The Internet allows marketers to collect meaningful
demographic information.

The Company is utilizing the Internet as a global platform for the Company as
well as for marketing, licensing and merchandising. The corporate Internet Web
Site located at www.finelineproperties.com is comprised of over 75 pages
showcasing the various character groups as well as information on the Company.
This cyberspace brochure accomplishes more in the presentation of the Company
than any printed material could as a result of the ease in updating and
maintaining a current presentation of all corporate developments and cartoon
lines. The Company established a presence on the Internet in early 1997 and
has either upgraded or completely changed its web site on over 50 occasions
as a result of new character additions, revised design elements and other
factors.

Its listing on over 30 search engines under 15 categories and cross-reference
headings also reflect the Company's Web presence. The foregoing is essential
in alerting individuals of the Company's Web Site and driving them to it. To
further increase the global nature of the Web Site, the Company is translating
the entire site into Spanish, French, and German. This coincides with the
Company's move into the European market through marketing, merchandising and
licensing activities. With a population base of 379,596,000 people, this
region exceeds the 274,028,000 individuals in the United States and
represents the largest population base outside of China with its
1,255,698,000 people (Reference: United Nations Population Division,
Department of Economic & Social Affairs 1998). In keeping with this, the
Company is also engaged in market testing and preliminary market exposure
programs via promotional venues in Europe, as well as the evaluation of
licensing agents.

The corporate Web Site on potential new customer's and or shareholders seeking
information on the Company reflects the public relations aspect of the
Company's Internet presence.

The Company's Internet web site is its best means of presenting its cartoon
character line up as well as providing corporate information. As the Company
added over 100 new cartoons in 1999, the costs involved in the revision and
printing of corporate brochures would have required over 12 changes and would
have included the corresponding waste associated with outdated brochures. The
fast paced changes occurring within the Company has been best served by the
utilization of the Internet to present the Company in a highly creative format
that the Company can change, upgrade, revise and tailor to its needs and
objectives as well as consumer demands. This benefit can only be realized by
utilization of the Internet and the creative instantaneous changes that can be
effected as a result of this medium.

To capitalize on Internet position, the Company maintains an active and
comprehensive Internet bulk e-mail program which is supported by the
Company's Investor Relations Department's fast e-mail reply program. Under
this operation, most e-mail is responded to on an individual basis within
forty-eight hours of receipt. This approach and care for inquiries have been
well received by shareholders, customers and the public. Corporate executives
also reply, when warranted, to certain e-mails requiring their attention or
when the subject manner dictates their response and/or attention.

Global commerce and the online exchange of information is new and evolving, it
is difficult to predict with any assurance whether the Web will prove to be a
viable commercial marketplace in the long term. The Web has experienced, and is
expected to continue to experience, significant growth in the numbers of users
and amount of traffic. To the extent that the Web continues to experience
increased numbers of users, frequency of use or increased bandwidth
requirements of users, there can be no assurance that the Web infrastructure
will continue to be able to support the demands placed on it by this
continued growth or that the performance or reliability of the Web will not be
adversely affected.

Formation

The Company was first incorporated in the State of Ohio on January 11, 1988.
The Company was basically inactive until May 26, 1996, when the Board of
Directors resolved to take steps pursuant to effectively activate it. The
Company through research, and an evaluation of business opportunities that
became apparent in the cartoon industry, decided to enter this field at that
time.

Accordingly, the Company has a limited operating history, upon which an
evaluation of the Company, its current business and its prospects can be
based, each of which must be considered in light of the risks, expenses and
problems frequently encountered by all companies in the early stages of
development, and particularly by such companies entering new and rapidly
developing markets like the Internet. Such risks include, without limitation,
the lack of broad acceptance of the company's products on the Internet, the
possibility that the Internet will fail to achieve broad acceptance, the
inability of the Company to generate significant licensing revenues, the
company's inability to anticipate and adapt to a developing market, the
failure of the company's network infrastructure (including its server,
hardware and software) to efficiently handle its Internet traffic, changes
in laws that adversely affect the company's business, the ability of the
Company to manage its operations, including the amount and timing of capital
expenditures and other costs relating to the expansion of the company's
operations, the introduction and development of different or more extensive
communities by direct and indirect competitors of the Company, including those
with greater financial, technical and marketing resources, the inability of
the Company to attract, retain and motivate qualified personnel and general
economic conditions.

The Company operations entail a number of variables as a result of the creative
nature of the business and industry. The Company researches trends in the
industry and then creates cartoons that it believes fill a particular void and
or accepts specific developmental assignments for the design of characters.
These characters are drafted, reviewed, redesigned and finalized for either
internal Company licensing and merchandising programs or as contracted for by
special assignment. The Company, by request and/or as a condition of a specific
license clause(s), will redraw the cartoons in varied poses, utilization's, etc.
to fit defined design considerations as expressed by the Licensee or it can
grant the Licensee the right to redraw the character(s) to fit conditions,
specifications and or circumstances as granted under the license and as
approved by the Company prior to public usage.

Recent Developments

The Company completed the installation and began marketing merchandise
displaying its cartoon characters through its e-commerce store in 1999. While
the store has generated some excitement, initial sales results have not been
encouraging. No revenue was generated through the e-commerce store in the
Third Quarter of 2002.

Marketing and Sales

While the Company promotes its products and makes some initial contacts, the
success of the Company will be dependent in part upon a number of strategic
relationships that the Company is seeking to enter. At present, the Company is
in discussions with several companies, both locally and internationally. The
amount and timing of resources future strategic partners devote to assisting
the Company will not be within the control of the Company. There can be no
assurance that strategic partners will perform their obligations as expected or
that any revenue will be derived from strategic arrangements. If any of the
Company's strategic partners breaches or terminates an agreement with the
Company, or otherwise fails to conduct its collaborative activities in a
timely manner, the development, commercialization, or marketing of the product,
which is the subject of the agreement may be delayed and the Company may be
required to undertake unforeseen additional responsibilities or to devote
additional resources to development, commercialization or marketing of its
products. The inability to enter into strategic relationships or the failure
of a strategic partner to perform its obligations could have a material
adverse effect on the Company's business, financial condition and results of
operations. There can be no assurance that the Company will be able to
negotiate acceptable strategic agreements in the future. Or that the
resulting relationships will be successful, or that the Company will continue
to maintain or develop strategic relationships, or to replace strategic
partners in the event any such relationships are terminated. The Company's
failure to maintain any strategic relationship could materially and adversely
affect the Company's business, financial condition and results of operations.

The Company has an agreement with The Marvel Entertainment Group, Inc. which
is dependent upon factors that are not under or within the Company's control.
As a result, the Company will not estimate or project revenues for which it
has no basis for determining the soundness of the estimates or related factors
comprising same. The Company received a flat payment from The Marvel
Entertainment Group, Inc., in 1997 for $25,000.00 as a signing and conditional
payment based upon Marvel proceeding under a schedule spread over a three year
period, with secondary payments during said term to secure permanent retention
of these character groups by Marvel. If the secondary payment schedules are not
exercised by Marvel, which include certain revenue totals, these character
groups revert back to the Company. After such period, if either Marvel elects,
or it has failed to meet certain revenue minimums, the Company can elect to
exercise its option to reclaim The Moodies(TM), Hogstturrs(TM) and Tasties
(TM).  As the performance of Marvel under this international licensing
agreement is subject to considerations outside of the Company's control,
scheduling, promotion of the indicated cartoon characters and other factors,
estimation of revenue results for these character groups has not been included
here.

Customers

The Company believes that establishing and maintaining brand identity is a
critical aspect of its efforts to attract new customers, Internet traffic and
advertising and commerce relationships. In order to attract new customers,
advertisers and commerce vendors, and in response to competitive pressures, the
Company intends to make a commitment to the creation and maintenance of brand
loyalty among these groups. The Company plans to accomplish this, although not
exclusively, through advertising its Web site through the various search
engines, through other Web sites, marketing its site to businesses/customers
through e-mail, online media, and other marketing and promotional efforts.

There can be no assurance that brand promotion activities will yield increased
revenues or that any such revenues would offset the expenses incurred by the
Company in building its brands. Further, there can be no assurance that any
new users attracted to FineLine Properties.com will conduct transactions over
FineLine Properties.com on a regular basis. If the Company fails to promote
and maintain its brand or incurs substantial expenses in an attempt to promote
and maintain its brand or if the Company's existing or future strategic
relationships fail to promote the Company's brand or increase brand awareness,
the Company's business, results of operations and financial condition would be
materially adversely affected.

Regulatory Environment

Government legislation has been proposed that imposes liability for or
prohibits the transmission over the Internet of certain types of information.
The imposition upon the Company and other online providers of potential
liability for information carried on or disseminated through their services
could require the Company to implement measures to reduce its exposure to
such liability, which may require the Company to expend substantial
resources and/or to discontinue certain service offerings. In addition, the
increased attention focused upon liability issues as a result of these
lawsuits and legislative proposals could impact the growth of Internet use.

The Company does not believe that such regulations, which were adopted prior
to the advent of the Internet, govern the operations of the Company's
business nor have any claims been filed by any state implying that the
Company is subject to such legislation. There can be no assurance,
however, that State government will not attempt to impose these regulations
upon the Company in the future or that such imposition will not have a material
adverse effect on the Company's business, results of operations and financial
condition. Several States have also proposed legislation that would limit the
uses of personal user information gathered online or require online services
to establish privacy policies. The Federal Trade Commission has also recently
settled a proceeding with one online service regarding the manner in which
personal information is collected from users and provided to third parties.
Changes to existing laws or the passage of new legislation, could create
uncertainty in the marketplace that could reduce demand for the services of
the Company or increase the cost of doing business as a result of litigation
costs or increased service delivery costs, or could in some other manner have
a material adverse effect on the Company's business, results of operations and
financial condition. In addition, because the Company's services are accessible
worldwide, and the Company may facilitate sales of goods to users worldwide,
other jurisdictions may claim that the Company is required to qualify to do
business as a foreign corporation in a particular state or foreign country.

Due to the increasing popularity and use with respect to the Internet or other
online services covering issues such as user privacy, freedom of expression,
pricing, content and quality of products and services, taxation, advertising,
intellectual property rights and information security. Although sections of the
Communications Decency Act of 1996 (the "CDA") that, among other things,
proposed to impose criminal penalties on anyone distributing "indecent"
material to minors over the Internet, were held to be unconstitutional by the
U.S. Supreme Court, there can be no assurance that similar laws will not be
proposed and adopted. Certain members of Congress have recently discussed
proposing legislation that would regulate the distribution of "indecent"
material over the Internet in a manner that they believe would withstand
challenge on constitution law.

Any new legislation or regulation, or the application of laws or regulations
from jurisdictions whose laws do not currently apply to the Company's business,
could adversely impact on the Company's business. The adoption of new laws or
the application of existing laws may decrease the growth in the use of the
Internet, which could in turn decrease the demand for the Company's services,
increase the Company's cost of doing business or otherwise have a material
adverse effect on the Company's business, results of operations and financial
condition.

The Company does not believe that such regulations, which were adopted prior to
the advent of the Internet, govern the operations of the Company's business
nor have any claims been filed by any state implying that the Company is
subject to such legislation. There can be no assurance, however, that State
government will not attempt to impose these regulations upon the Company in
the future or that such imposition will not have a material adverse effect on
the Company's business, results of operations and financial condition.

Competition

The Company's competition for its various cartoon characters includes such
companies as Disney, Warner Brothers, DIC Entertainment, Mainframe
Entertainment, Dreamworks and other internationally known cartoon firms in the
forefront of the industry. Due to the already established positioning of these
firms as well as their long-standing network television, movie industry,
licensing, merchandising arrangements and consumer awareness. These companies,
as a result of their long-standing associations and past cartoon successes have
developed networks of distribution, advertising support, products in the
market, products consistently being aired on television as well as released in
major motion picture theaters. As basically self-contained operations which
can take a concept or idea all the way from that status through story
development, internal character design, storyboards, script, animation,
filming and readiness for release (using established distribution channels for
the finished product, toy - game and allied product merchandising as well as
in place licensing affiliations), these companies have a major edge over
Fineline Properteries.com, Inc. As a result of this positioning, the
management at the Company does not view these companies as its direct
competition in that their (major studios), cartoon properties are considered
as established brands.

FineLine Properties.com, Inc. feels that their status does not represent actual
direct competition for the Company at this time. Management, based upon an
analysis of past industry trends with regard to newer cartoon character groups,
feels that the Company's competition stems from less well known cartoon
character companies with new cartoon introductions, as this is the theater
where direct competition for the Company's character lines will come from.
The foregoing is based upon factors such as the competition for licenses with
companies looking for new and up and coming cartoons that demonstrate the
potential to capture the minds of targeted consumer profiles. As this
represents the actual direct competition at this time for the Company,
management prepared for this by the development of a broad assortment of
different cartoon character types aimed at differing yet overlapping
demographic profiles. The foregoing was undertaken and planned for by the
Company's development of its broad cross section of cartoon character groups
designed to appeal to varied age group categories as well as competitive
variables.

The popularity of cartoons as an entertainment, marketing and revenue medium
has been demonstrated by the movie industry, the television industry, toy and
game industries, software industry and advertising. In 1998, more feature
length animated movies were released than at any time in the industry's
history. "Mulan", "Out of Egypt", "Antz", "A Bug's Life", "The Rug Rats
Movie" are examples of Hollywood's understanding of the universal audience
appeal and entertainment value of cartoons. Television is the medium that
fueled the foregoing, via prime time programming and the success of such
animated series as "The Simpson's", "King of the Hill", "Dilbert" and others.
The advertising industry has always known that kids, puppies, kittens and
cartoons with their "cute" appeal, have the highest consumer recall factor in
commercial focus group tests. Companies such as AT&T with its Michael Jordan
Space Jam buddies, the Tasmanian Devil Chevrolet commercials, Warner Brothers
use of the Warner Frog to publicize its television programming, and other
examples point to the longevity, selling appeal and revenue generation of
cartoons.

The Company has understood the foregoing and developed cartoon character
groups designed to capitalize upon these variables. Rather than focus upon a
single age group segment, the Company has undertaken the development of
character group types that either address broad demographic profiles, or
attract segments of the market by virtue of the broad character group
profiles.

The Company competes with some major companies. Many of these competitors
have substantially greater resources than the Company. The Company has
identified a niche in the market. Should a larger and better-financed company
decide to directly compete with the Company, and be successful in its
competitive efforts, the Company's business could be adversely affected.

The market for selling apparel products over the Internet is relatively new,
rapidly evolving and intensely competitive, and the Company expects
competition to intensify further in the future. Barriers to entry are
relatively low, and current and new competitors can launch new sites at a
relatively low cost using commercially available software. The Company
potentially competes with a number of other companies marketing similar
products over the Internet. Competitive pressures created by any of the
Company's competitors could have a material adverse effect on the
Company's business, results of operations and financial condition. The
Company believes the principal competitive factors in its market are volume
and selection of goods, population of buyers and sellers, community cohesion
and interaction, customer service, reliability of delivery and payment by
users, brand recognition, web-site convenience and accessibility, price,
quality of search tools and system reliability. Some of the Company's
potential competitors have longer operating histories, larger customer
bases, greater brand recognition and significantly greater financial,
marketing, technical and other resources than the Company. In addition,
other on-line trading services may be acquired by, receive investments
from or enter into other commercial relationships with larger, well-
established and well-financed companies as use of the Internet and other
on-line services increases.

Therefore, certain of the Company's competitors with other revenue sources may
be able to devote greater resources to marketing and promotional campaigns,
adopt more aggressive pricing policies and devote substantially more resources
to Web site and systems development than the Company or may try to attract
traffic by offering services for free. Increased competition may result in
reduced operating margins, loss of market share and diminished value in the
Company's brands. There can be no assurance that the Company will be able to
compete successfully against current and future competitors. Further, as a
strategic response to changes in the competitive environment, the Company may,
from time to time, make certain pricing, service or marketing decisions or
acquisitions that could have a material adverse effect on its business,
results of operations and financial condition.

New technologies and the expansion of existing technologies may increase the
competitive pressures on the Company by enabling the Company's competitors to
offer a lower-cost service. Certain Web-based applications that direct Internet
traffic to certain Web sites may channel users to services that compete with
the Company. Although the Company plans to establish arrangements with on-line
services and search engine companies, there can be no assurance that these
arrangements will be renewed on commercially reasonable terms or that they
will otherwise bring traffic to the FineLine Properties.com Web site. In
addition, companies that control access to transactions through network
access or Web browsers could promote the Company's competitors or charge the
Company substantial fees for inclusion. Any and all of these events could have
a material adverse effect on the Company's business, results of operations and
financial condition.

Employees

The Company presently employs five full time employees and eleven part-time
contract artists, programmers and designers. Three full time employees are
working management employees.

The Company's performance is substantially dependent on the performance of its
president, Robert Petry. In particular, the Company's success depends on his
ability to develop, design and market the company's products.

The Company does not carry key person life insurance on any of its personnel.
The loss of the services of any of its executive officers or other key
employees could have a material adverse effect on the business, results of
operations and financial condition of the Company. The Company's future
success also depends on its ability to retain and attract highly qualified
technical and managerial personnel.

There can be no assurance that the Company will be able to retain its key
managerial and technical personnel or that it will be able to attract and
retain additional highly qualified technical and managerial personnel in the
future. The inability to attract and retain the technical and managerial
personnel necessary to support the growth of the Company's business, due to,
among other things, a large increase in the wages demanded by such personnel,
could have a material adverse effect upon the Company's business, results of
operations and financial condition.

Intellectual Property and Licenses and Proprietary Rights

The Company holds United States Trademarks and Copyrights for the cartoon
characters as described under Copyrights and Trademarks. As indicated in the
financial statements, the value(s) of these trademarks and copyrights varies in
relationship to the licenses, merchandising and other agreements the Company
has or projects with corporations. In the case of estimated value, such is
calculated based upon outstanding agreements as well as the revenue generation
potentials in accordance with GAAP accounting standards.

Subsequent Events

During 2004, the company determined that certain trademarks which had been
held for a number of years without generating any revenues should be written
down to $1.00.  This resulted in a charge of $1,879,999 as an expense which
has been treated as occurring on January 1, 2001.


Results of Operations for the Three Month Period Ended September 30, 2002

Because of its continuing development of characters and character groups,
FineLine had no revenues during the three month period ending September 30,
2002 and had expenses of $58,829.  The results of operations during the
three month period ending September 30, 2002 was a loss of $58,829. This
resulted in a loss per share of $.0010 during the three month period ending
September 30, 2002.

SALES, GENERAL AND ADMINISTRATIVE EXPENSES

Sales expenses reflect an increase in marketing efforts and travel directly
related to the establishment of a presence in the cartoon business and
increased licensing activities. Legal fees related to obtaining trademark
protection increased as more characters and character groups were added to the
Company's inventory of available characters. The Company had no current
liabilities at the end of 2001.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a net loss of $1,955,132 during the three month period ending
September 30, 2002 against revenue of $0 for the same period. In order to
maintain current levels of operations, the Company will need to secure
additional funding sources to meet its operating expenses. Such funding sources
may include, but are not limited to, private placements of common or
convertible equities, placement of debt with banks, private or public
investors, or other lending institutions.

The Company believes that through a combination of outside sources of capital
and revenues generated from licensing arrangements it will have sufficient
sources of capital to meet its operating needs. However, any substantial delays
in receipt of or failure to obtain such capital may prevent the Company from
operating as a going concern, given its limited revenues and capital reserves.

Cautionary Statements and Risk Factors

Several of the matters discussed in this document contain forward-looking
statements that involve risks and uncertainties. Factors associated with the
forward-looking statements that could cause actual results to differ from those
projected or forecast are included in the statements below. In addition to
other information contained in this report, readers should carefully consider
the following cautionary statements and risk factors.

WE HAVE EXPERIENCED, AND MAY CONTINUE TO EXPERIENCE, MINIMAL REVENUES DUE
TO DELAYS IN CONSUMATING LICENSING AGREEMENTS. While licensing opportunities
continue to be sought, the Company cannot be certain that it will be able to
consummate theses agreements and if it can when the revenues from these
agreements will be received.

IF WE ARE UNABLE TO RAISE ADDITIONAL FUNDS, WE MAY BE REQUIRED TO DEFER NEW
CHARACTER GROUPS AND REDUCE OVERHEAD SIGNIFICANTLY. We continue in
negotiations with agents and potential licensee; however in 2001 minimal
revenues were generated from any licensing arrangements pursued by the
Company. We believe we will need additional funding in order to continue
character development and promotion. If we are unable to generate licensing
revenues in a timely manner we will need to raise additional funds through
the sale of equity or debt securities in private or public financing or
through strategic partnerships in order to meet our needs and achieve
profitability. There can be no assurance that such alternate funds can be
obtained or, if obtained that they will be available on favorable terms.

WE HAVE A LIMITED OPERATING HISTORY UPON WHICH YOU CAN EVALUATE OUR
POTENTIAL FOR FUTURE SUCCESS. We began to create and introduce our
characters and services during the later part of 1998. Although we initially
generated limited revenue from operations, we have a very limited operating
history on which you can evaluate our potential for future success. Rather
than relying on historical financial information to evaluate our Company,
you should evaluate our Company in light of future potential should one of
our characters or character groups become a successful force in the
marketplace and complications typically encountered by early-stage businesses,
many of which will be beyond our control. Early-stage businesses commonly face
risks such as the following:

o        lack of sufficient capital,
o        unanticipated problems, delays, and expenses
      	relating to product development and implementation,
o        licensing and marketing difficulties,
o        competition,
o        uncertain market acceptance of products and services.

THE LOSS OF ANY OF OUR KEY EXECUTIVES OR OUR FAILURE TO ATTRACT, INTEGRATE,
MOTIVATE AND RETAIN ADDITIONAL KEY EMPLOYEES COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS. Our success depends to a large degree upon the
skills of our senior management team and key employees and upon our ability
to identify, hires. The loss of any of our key executives or the failure to
attract, integrate, motivate, and retain additional key employees could have
a material adverse effect on our business. We may be unable to retain our
existing key personnel or attract and retain additional key personnel. We
depend particularly upon the services of Robert Petry, our Chief Executive
Officer and President.

FLUCTUATIONS IN OPERATING RESULTS MAY RESULT IN UNEXPECTED REDUCTIONS IN
REVENUE AND STOCK PRICE VOLATILITY. We operate in an industry that is subject
to significant fluctuations in operating results from quarter to quarter,
which may lead to unexpected reductions in revenues and stock price
volatility. Factors that may influence our quarterly operating results
include:

o      the introduction of financially successful cartoon
       characters by us and our competitors;
o      our ability to produce and market are cartoon characters;
       and
o      our ability to create appealing cartoon characters.

TO DEVELOP PRODUCTS THAT CONSUMERS DESIRE, WE MUST MAKE SUBSTANTIAL
INVESTMENTS IN RESEARCH AND DEVELOPMENT TO KEEP UP WITH THE CHANGES TYPICAL
OF OUR INDUSTRY.
The entertainment and promotions markets are subject to changes in types and
delivery of entertainment and promotions. To develop financially successful
characters, we must continually research the marketplace and attempt to
foresee what character and character groups will be appealing to our customer.
We cannot be certain we will have the creativity and foresight coupled with
the financial and technical resources to hit the marketplace with the right
characters at the right time. In order to be successful we will make
substantial investments in creative talent, research and development. All of
this expenditure comes before any revenues these characters may generate is
realized.

OUR PROPRIETARY CHARACTERS AND CHARACTER GROUPS MAY NOT BE ADEQUATELY
PROTECTED FROM UNAUTHORIZED USE BY OTHERS, WHICH COULD INCREASE OUR
LITIGATION COSTS AND ADVERSELY AFFECT NET REVENUES. Our ability to compete
with other cartoon creators depends in part upon our creativity and the
protection of the use of our creative product. Unauthorized use by others of
our characters and character groups could result in an increase in competing
products and a reduction in our licensing revenues. We rely on trademark and
copyright laws to protect our characters. We cannot be certain, however, that
these precautions will provide meaningful protection from unauthorized use by
others. If we must pursue litigation in the future to enforce our
intellectual property rights, we may not prevail and will likely make
substantial expenditures and divert valuable resources. In addition, many
foreign countries laws may not protect us from improper use of our
characters overseas. We may not have adequate remedies if our proprietary
rights are breached.

IF OUR PRODUCTS INFRINGE ANY PROPRIETARY RIGHTS OF OTHERS, A LAWSUIT MAY BE
BROUGHT AGAINST US THAT COULD REQUIRE US TO PAY LARGE LEGAL EXPENSES AND
JUDGMENTS AND REDESIGN OR DISCONTINUE A CHARACTER OR CHARACTERS.
We believe our characters do not infringe any valid existing proprietary
rights of third parties. Any infringement claims, however, whether or not
meritorious, could result in costly litigation or require us to enter into
royalty or licensing agreements. If we are found to have infringed the
proprietary rights of others, we could be required to pay damages, redesign
character or discontinue their use. Any of these outcomes, individually or
collectively, could have a material adverse effect on our business and
financial condition.

WE WILL FACE ADDITIONAL RISKS AS WE EXPAND INTO INTERNATIONAL MARKETS. We
plan to further expand our services to international markets. Expanding
into overseas operations may cost more than we expect. We also may be
unsuccessful in expanding our presence in international markets, and we
might lose all or part of our investment in those operations. As we expand
into international operations, we will be increasingly subject to various
risks associated with international operations. These risks include the
following:

o        management of a multi-national organization,
o        compliance with local laws and regulatory requirements,
         as well as changes in those laws and requirements,
o        restrictions on the repatriation of funds,
o        employment and severance issues,
o        overlap of tax issues,
o        the business and financial condition of any overseas
         business partners,
o        political and economic conditions abroad, and
o        the possibility of
                  - currency controls,
                  - exchange rate fluctuations, or
                  - changes in tax laws, tariffs, and freight
                    rates.

While all of our expansion into foreign markets will be with a licensing
agent already working in those markets, our inability to manage these and
other risks effectively could increase our expenses or decrease our
opportunities to generate revenue.

FORWARD-LOOKING STATEMENTS

This report on Form 10-QSB includes "forward-looking statements" within the
meaning of SECTION 27A of the Securities Act of 1933 and SECTION 21E of the
Securities Exchange Act of 1934. These forward-looking statements may relate
to such matters as anticipated financial performance, future revenues or
earnings, business prospects, projected ventures, new products and services,
anticipated market performance and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. To comply with the terms of the safe harbor, we caution readers
that a variety of factors could cause our actual results to differ materially
from the anticipated results or other expressed in our forward-looking
statements. These risks and uncertainties, many of which are beyond our
control, include (i) the sufficiency of our existing capital resources and our
ability to raise additional capital to fund cash requirements for future
operations, (ii) uncertainties involved in the rate of growth and acceptance
of our characters and character groups, (iii) volatility of the stock market,
particularly within the entertainment and promotion sector, and the ability to
use our capital stock as a currency for acquisitions, and (iv) general
economic conditions. Although we believe that the expectations reflected in
these forward-looking statements are reasonable, we cannot give any assurance
that such expectations reflected in these forward-looking statements will
prove to have been correct.

We cannot guarantee any future results, levels of activity, performance or
achievements. Except as required by law, we undertake no obligation to update
any of the forward-looking statements in this Form 10-QSB after the date of
this report.


Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.
Based on the evaluation of the Chief Executive Officer and the Chief Financial
Officer of the Registrant of its disclosure controls and procedures as of
September 30, 2002, it has been concluded that the disclosure controls and
procedures are effective for the purposes contemplated by Rule 13a-14 (e)
promulgated by the Securities and Exchange Commission.
(b)  Changes in internal controls.
There have been no significant changes to the Registrant's internal controls or
in other factors that could significantly affect these controls subsequent to
September 30, 2002.

                PART II. Other Information

Item 1. Legal Proceedings

On December 8, 2000, suit was filed by Marazita Graphics, Inc. against the
Company in the Portage County Municipal Court for $5,611.30. This suit was for
payment for services rendered to the Company and was resolved by payment in
full by the Company to Marazita Graphics, Inc.

Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities

The Company issued shares of stock as described in the Financial Statements,
Note 5, above, which items are incorporated herein by reference.

Item 3. Defaults upon Senior Securities

None

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

None

Item 5. Other Information, Certain Relationships and Related Transactions

The Company?s auditors disclose related party transactions and other
information  in the Financial Statements, Note 4, above, which items are
incorporated herein
by reference.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits filed with, or incorporated by reference herein, this report
are identified in the Index to Exhibits appearing in this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: November 17, 2004			/s/ Robert V. Petry
						Robert V. Petry, Chief Executive Officer




INDEX TO EXHIBITS

Exhibit Number 		Description of Exhibits

31.1 Rule 13a-14(a) Certification of Robert V. Petry for the
       Form 10-Q for the quarter ended September 30, 2002.

32.1 Section 1350 Certification of Robert V. Petry, CEO and CFO for the
         Form 10-Q for the quarter ended September 30, 2002

Exhibit 31.1

I, Robert V. Petry, being the Chief Executive and Chief Financial Officer,
certify that:

1. I have reviewed the quarterly report on Form 10-QSB for the quarter
ended September 30, 2002 of FineLine Properties.com, Inc.;

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

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

4. The Company's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

   b.	   [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and
34-47986]

c.   Evaluated the effectiveness of the Company's disclosure controls
and procedures and presented, in this report, our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Company's internal control
over financial reporting that occurred during the Company's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.

5. The Company's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the Company's auditors and the audit committee of the Company's board of
directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the Company's ability to record, process,
summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's internal
control over financial reporting.


Date: November 17, 2004

/s/ Robert V. Petry
Robert V. Petry, Chief Executive Officer

Exhibit 32.1

18 U.S. Section 1350 CERTIFICATIONS



In connection with the Quarterly Report of FineLine Properties.com, Inc.
(the Company) on Form 10-QSB for the quarter ended September 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
?Report?), I Robert V. Petry, Chief Executive Officer and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to
the best of my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

Date: November 17, 2004

/s/ Robert V. Petry
Robert V. Petry, Chief Executive Officer