UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
   [X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 2001

   [ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required) for the transition period from to

         Commission file number: 000-31775
                                 ---------

                       International Solubles Corporation
                       -----------------------------------
                 (Name of Small Business Issuer in Its Charter)


             Florida                                 59-3540694
            ---------                               ------------
(State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
 Incorporation or Organization)

             1126 Druid Road, Maitland Florida             32751
        -------------------------------------------------------------
          (Address of Principal Executive Offices)        (Zip Code)

                                 (407) 682-0887
                                 ---------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

        Title of Each Class           Name of each Exchange on Which Registered
        -------------------           ------------------------------------------
  Common Stock ($0.001 Par Value)                        None

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
                                    Yes   X                   No
                                        -----                    ------

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

The issuer's total consolidated revenues for the fiscal year covered by this
report were $21,450.00.

The aggregate market value of the registrant's no-par value common stock, held
by non-affiliates in unavailable because the company has no publicly traded
market for its stock. On March 25, 2002, the number of shares issued and
outstanding of the registrant's common stock, $0.001 par-value (the only class
of voting securities), was 199,466,000.







<PAGE>



                                TABLE OF CONTENTS


                                     PART I

                                                                           PAGE

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

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

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

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


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters ............8

Item 6.  Management's Discussion and Analysis of Financial Condition and
           Results of Operation ..............................................9

Item 7.  Financial Statements ...............................................10

Item 8.  Changes in Disagreements With Accountants on Accounting and
            Financial Disclosure ............................................11


                                    PART III

Item 9.  Directors and Executive Officers ...................................11

Item 10. Executive Compensation .............................................13

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

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

Item 13. Exhibits, List, and Reports on Form 8-K ............................16

Signatures ..................................................................17


<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         International Solubles Corporation ("ISC") is in the early phase of
commencing operations, following completion of its development stage. ISC was
organized and incorporated in Florida in September 1998. It has not been
involved in any bankruptcy, receivership, or similar proceeding and neither has
effected any material reclassification, merger, or consolidation nor has it
purchased, or disposed of, any significant asset not in the ordinary course of
business.

         ISC manufactures and installs non-slip floor treatments. 2001 was the
first year in which ISC generated revenues, commencing sales efforts in the
first quarter of 2001. Before 2001, ISC had focused resources on developing and
testing its product line, marketed under the trademark of UltraGriptm. Revenues
in 2001 were $21,450.

         ISC has limited funds. ISC has funded cash needs over the past few
years by issuing common stock to investors, for operating cash, and to
employees, in lieu of cash compensation. ISC currently has minimal amounts of
cash-on-hand, creating a cash need. ISC believes that it can satisfy cash needs
over the next twelve months through:

         - Sales and installation of ISC products;
         - Sales of additional shares of ISC's common stock pursuant to a
           registration statement or an appropriate exemption from registration;
         - Contributions of ISC's existing management or shareholders; and if
           necessary,
         - Bank loans or private-equity financing.

         There is no guarantee that ISC will be able to raise necessary funds
for operations. Neither management nor shareholders have committed funds
sufficient to meet cash needs.

         To reduce cash needs, ISC has focused resources on developing the
commercial side of its business. For the next 12 months, ISC plans to accomplish
three milestones:

         - Test and refine the commercial-installation "distribution" program;
         - Sign and train 20 new distributors in major market areas of Florida
         and the Southeastern United States; and,
         - Sell ISC products directly (not through distributors) to "key"
         accounts, installing UltraGriptm products on no less than 1,000,000
         square feet of commercial flooring.

         ISC management faces certain challenges in implementing its plans.
Because ISC is in its early phase of operations, these challenges may prove
disabling. Consequently, ISC encourages investors to pay special attention to
risk factors inherent in any start-up. Within ISC's industry, and under the
circumstances in which it operates, these factors pose considerable risks. The
following discussion examines some of those factors.

                                        1

<PAGE>



a.       Products

         ISC's UltraGriptm product line presently consists of three products
used to clean and treat floors, and other surfaces, for non-slip applications.
ISC has not publicly announced any products that are not currently available for
sale.

         In industrial-commercial settings, UltraGriptm products may be used in
public restrooms, kitchens, work areas, and walkways. In the home, UltraGriptm
product may be used in entranceways, kitchens, bathrooms, and even bathtubs and
showers. In both settings, UltraGriptm products reduce the likelihood of people
slipping on wet floors, and resulting injuries.

         ISC intends to focus on commercial installations, such as in
restaurants, airports, and other public buildings, in which the product will be
applied using professional installers, and to discontinue sales of home "kits,"
in which the product may be applied by untrained installers. ISC projects higher
per-unit revenues in commercial installations, when compared to home
installations. Moreover, ISC believes it will better control
installation-quality using trained professional installers, identifying quality
control as a key determinant of its success.

         ISC's products are intended for use in areas in which risk-of-injury
from falls tends to be higher, such as slippery floors in commercial kitchens or
bathroom floors. A faulty installation, or improper maintenance, may expose ISC
to claims of damages resulting from injury, regardless of culpability. Requiring
distributors to employ trained installers, and tightening distribution
contracts, may prove inadequate to shield ISC from faulty installation of ISC
products.

         Product liability laws are complex. Claims arising from product
liability torts are costly to defend, even where there is no clear connection
between product use and a claim of injury. Some states impose strict liability
standards, greatly simplifying the process of prosecuting a claim of product
liability. In all cases, defending against lawsuits, regardless of fault or
merit, is expensive. Defending against a lawsuit would have a negative impact on
ISC's financial condition.

b.       Distribution, Sales and Marketing

         In fourth quarter, 2001, ISC refocused its resources on establishing
itself as a quality product for high-traffic, commercial applications. This
effort has resulted in changes in distribution. Under its new distribution plan,
ISC intends to effect sales through select commercial installers
("distributors") and directly to select "key" customers. "Key" customers
includes sports arenas, government and public service facilities, and Fortune
1000 companies located in major market areas.

         ISC terminated the exclusive distribution agreement with Welker
Brothers Marketing, Inc. ("WBM"). In its place, ISC signed five (5) regional
distributors, scattered from Orlando, Florida, to Minneapolis, Minnesota. ISC
believes the distribution programs being tested through the newly signed
distributors will better enable ISC to successfully launch the UltraGriptm


                                        2

<PAGE>



product line in other markets. However, ISC faces the following distribution
challenges:

         ISC relies on a small number of distributors. A shift away from ISC
product sales by a distributor would adversely affect ISC's financial condition.
Similarly, financial difficulties of any distributor, resulting in a slowing of
accounts-receivable collections, would adversely affect ISC's financial
stability.

         ISC has limited resources to undertake extensive marketing activities.
Demand and market acceptance for newly introduced, innovative products is
subject to uncertainty. Achieving market acceptance for ISC products may require
greater marketing efforts and expenditure than ISC presently can undertake. A
failure to inform potential customers of the distinctive characteristics and
benefits of ISC products may result in insufficient product sales to maintain
operations at functioning levels. ISC marketing efforts may fall short of
developing a commercially viable product-niche, affecting ISC's ability to
continue operations.

         ISC may be unable to recruit and train adequate sales and marketing
personnel to successfully sell its products. It may be unable to sign
distribution contracts with suitable distributors. Shortfalls in either of these
goals would have a material adverse effect on ISC's financial condition and
results of operations.

         ISC's long-term viability, profitability and growth depend upon the
degree to which it successfully defines and sells to a suitable target market.
ISC may be unable to sell significant quantities of any product through existing
channels.

c.       Manufacturing

         In the fourth quarter 2001, ISC redefined its manufacturing needs.
Effecting its new manufacturing plan, ISC terminated the exclusive manufacturing
agreement with WBM and retained Absolute Packaging, of Melborne, Florida, to
operate as ISC's primary manufacturer. WBM continues limited manufacturing under
a non-exclusive agreement, in which WBM assembles application "kits" from
existing inventories. Management expects the new manufacturing contract will
improve control over product quality.

         ISC has limited experience in managing manufacturing processes,
resulting in potential product related problems, such as poor quality or
incomplete packaging. These problems could result in customer dissatisfaction
and possibly sales charge-backs, thereby reducing revenues.

         ISC has limited, relevant operating history upon which it may project
future sales. This creates a possibility (1) of customer dissatisfaction,
resulting from inadequate supplies to meet demand, or (2) of cash shortages and
increased operating costs, resulting from over production of product.



                                        3

<PAGE>



d.       Employees

         ISC currently has two employees, the President and the General Manager,
both serving as salespeople for the company. All other employee functions are
performed through ISC distributors.

         ISC relies on a small number of salespeople for the majority of its
sales. The loss of any of its salespeople would adversely affect revenues,
possibly resulting in operating losses and adversely affecting ISC's financial
condition, and results of operations.

         ISC's success depends on the abilities, and the continued efforts, of
its key executives. ISC employs executives under employment agreements. It does
not maintain key-person insurance policies on any of its officers or employees.
The loss of the services of any of its executives would have a material adverse
effect on ISC's financial condition, and results of operations.

         ISC has not retained the services of an experienced Chief Financial
Officer. ISC's inability to retain a qualified Chief Financial Officer may have
a material adverse effect on operations.

e.       Competition

         ISC has a unique solution to a common problem that other companies have
addressed in various ways. Traditional solutions have included acid etching to
roughen the surface, applying rubberized strips to increase traction, and to
coat the surface with treatments that increase traction. All known competitive
solutions alter the appearance of the surface.

         ISC's solution is to saturate the surface with its product, allowing
the product to penetrate into the microscopic pours of the surface. When
properly treated, the surface appearance remains virtually unchanged; however,
the surface traction dramatically increases. The end result is a shiny
waxed-looking floor that can be safely used when wet. Despite its present
distinction, no competitive advantage may be considered lasting.

         Some companies with greater resources, such as 3M Corporation, may
develop or market products that directly compete with ISC products, thereby
detracting from ISC sales, eroding its distribution channel, and/or diminishing
its ability to compete within defined markets. Some companies currently
manufacture products that may be used, to some degree of acceptance, in
applications which ISC targets. Some of these companies have well-established
reputations in the development, sale and service of related products. These
companies may move into, and capture, ISC's market share. Some companies may
have better established distribution channels, enabling them to more easily move
into ISC markets. Entry into the market by any of these potential competitors
may place ISC at a competitive disadvantage.

         At an elemental level, ISC competes on suitability, availability,
quality, performance, and price. There can be no assurance:

                                        4

<PAGE>



         1. That ISC will be able to compete successfully;
         2. That competitors will not develop products that are perceived to be
            superior by a controlling portion of ISC's target market;
         3. That competitors will not develop products that render ISC's
            products obsolete or less marketable; or,
         4. That ISC will be able to enhance its existing products, or develop
            or acquire new products, in order to remain competitive.

         Failure to maintain a competitive advantage in any of these elements
may adversely affect ISC's financial condition.

f.       Patent & Trademarks

         ISC protects its products as "trade secrets" - ISC has not applied for
patent protection, a process that necessarily reveals ISC's proprietary product
formulas. ISC protects its trademarks through registered trademarks, registered
with the U.S. Patent and Trademark Office and through state registrations, where
applicable.

         ISC's success may depend, in part, on its ability to obtain, or
license, U.S. and foreign patents, to protect its trade secrets, and to operate
without infringing on the proprietary rights of others. There can be no
assurance that any possible patent application will mature into issued patents
or, if issued, that such patents will adequately protect ISC from competitive
threats. Additionally, there can be no assurance that ISC will be able to obtain
any necessary, or desired, licenses to patents or technologies of others or that
ISC will be able to develop new patentable technologies.

         A patent position generally involves complex legal and factual
questions. There can be no assurance that any future patent applications, or any
patents ultimately issued to ISC, will provide it with any substantive
competitive advantage. Moreover, use of new technologies may infringe on the
patents or proprietary rights of others. Patents or proprietary rights of others
may have an adverse effect on ISC's ability to do business. Furthermore, there
can be no assurance that others will not independently develop similar
technology or that others will not design technology to circumvent potential ISC
patents or proprietary rights. Any one of these situations could adversely
affect ISC's financial condition.

         In the event that ISC applies for patent protection, operating costs
will increase. Compliance with patent laws and regulations is time-consuming and
expensive. Failure to comply is costly. Defending patents is costly. In the
event that it becomes necessary for ISC to defend a patent challenge on one, or
several, or patents, the legal costs could adversely affect ISC's financial
condition.

         ISC management believes that its current products do not infringe on
any patents or licenses of other companies. However, any determination in the


                                        5

<PAGE>



future that one, or more, ISC product infringes on patent rights of others could
have a material adverse effect on ISC's business and operations.

         In the event that a court deems ISC products infringe upon the rights
of others, ISC could be held liable for damages, enjoined from using or selling
said products, or required to obtain licenses to use or sell said products. No
assurance can be given that any such licenses would be made available, on any
terms. If ISC is unable to obtain such licenses, it could suffer significant
losses of revenue, or encounter significant delays in shipping products, while
it attempts to design around the patents or rights infringed upon. If ISC is
unable to obtain license, or design around patent issues, ISC's development,
manufacture and sale of products requiring such licenses could be foreclosed. In
addition, ISC could experience a loss of revenues and may incur substantial
costs in defending and indemnifying its distributors in any patent infringement
or other actions based on proprietary rights violations brought against ISC or
its distributors.

         ISC also could incur substantial costs in the event that it asserts
claims against third parties to prevent, or defend against, the infringement of
proprietary rights and trade secret. ISC relies on confidential information and
employs what it believes to be legally-binding contracts to protect the
processes, concepts, ideas and documentation associated with ISC products. Among
the contracts employed are confidentiality and non-competition agreements with
ISC employees and with third parties to whom ISC divulges proprietary
information. Such methods may afford incomplete protection. There can be no
assurance that ISC will be able to protect adequately its trade secrets, or that
other companies will not acquire independently information that ISC considers
proprietary. ISC may be materially, adversely affected if it cannot maintain the
propriety of its products and formulas.

g.       Government Regulation

         ISC management believes that, under current environmental laws, such as
those of the Environmental Protection Agency ("EPA"), ISC products and their
manufacturing components are free from any restrictions placed upon their
handling and/or disposal. Government regulations, including environmental laws,
are subject to change and reinterpretation.

         Adverse governmental regulation which might arise from future
legislative or administrative action cannot be predicted. New federal, state or
local government laws and regulations, or a change in the interpretation of
existing laws or regulations, relating to an ISC product, could increase
manufacturing costs, adversely affecting ISC's financial condition.

ITEM 2.           DESCRIPTION OF PROPERTY

a.       Location and Description

         ISC currently owns no real estate.


                                        6

<PAGE>



b.       Investment Policies

         ISC's plan is to acquire real property, in the form of a manufacturing
plant. In selecting the property, ISC is seeking a property that management
believes is undervalued, may be acquired through acceptable financing terms, and
shows a favorable return on investment.

         ISC has not invested, and has no plans to invest, in first or second
mortgages, interests in Real Estate Investment Trusts, or Real Estate Limited
Partnerships; however, ISC's By Laws do not precluded the board of directors
from participating in such investments.

         ISC has not defined any limitations as to the percentage of assets
which may be invested in any one investment, or the type of securities or
investment in which it may invest. ISC's board of directors may set policies
without a vote of the shareholders regarding the percentage of assets which may
be invested in any one investment, or type of investment. ISC policy is to
evaluate investment opportunities based on an arms length assessment of the
potential for return on investment. ISC does not plan to enter into the business
of originating, servicing, or warehousing mortgages or deeds of trust, except as
may be incidental to its primary purpose of acquiring real estate.

         If ISC acquires real property, there is a risk that ISC may lose
control of one-or-more of these properties through foreclosure, if sufficient
funds are not derived from financing and operations. ISC does not have
sufficient revenues to cover the debt service and operating costs of potential
real estate acquisitions.

c.       Description of Real Estate and Operating Data

         ISC currently owns no real estate and has no operating data from real
estate to report.

ITEM 3.  LEGAL PROCEEDINGS

         ISC has not initiated any legal proceedings and, to the best of
management's knowledge and belief, it is not a party to any legal proceedings,
whether filed, served, or otherwise.

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

         There have been no matters that have required submission to a vote of
security holders.



                                        7

<PAGE>



                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

a.       Recent Sales of Unregistered Securities; Use of Proceeds from
         Unregistered Securities

         In March 2001, ISC closed a self-underwritten "Regulation D" Limited
Private Placement Offering, ISC did not publicly offer these securities. All
persons to whom ISC sold the securities were friends, associates, and family
members. The offering resulted in the sale of 411,000 shares of ISC's common
stock, generating $41,100 in proceeds. There were no discounts or commissions
generated from the transactions. The sales, all made at or about the same time,
were part of a single plan of financing, all for the same purpose, involving
issuance of the same class of securities for cash. There were fewer than 35
"purchasers" of securities, as defined by Rule 501(e) of the Securities Act of
1933. Each person, who was not an accredited investor, had alone, or with his
purchaser representative, such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of the
prospective investments or ISC reasonably believed, immediately prior to making
the sale, that such purchaser came within this description. ISC Management
believes that this offering complied with Regulation D of the Securities Act of
1933, and therefore did not involve any public offering within the meaning of
section 4(2) of the Act. The securities sold are non-convertible securities. All
proceeds from the sale of these securities were used for general and
administrative expenses of ISC.

         In October 2001, ISC closed a self-underwritten "Regulation D" Limited
Private Placement Offering, ISC did not publicly offer these securities. All
persons to whom ISC sold the securities were business associates, friends, and
family members. The offering resulted in the sale of 56,000 shares of ISC's
common stock, generating $5,600 in proceeds. There were no discounts or
commissions generated from the transactions. The sales, all made at or about the
same time, were part of a single plan of financing, all for the same purpose,
involving issuance of the same class of securities for cash. There were fewer
than 35 "purchasers" of securities, as defined by Rule 501(e) of the Securities
Act of 1933. Each person, who was not an accredited investor, had alone, or with
his purchaser representative, such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of the
prospective investments or ISC reasonably believed, immediately prior to making
the sale, that such purchaser came within this description. ISC Management
believes that this offering complied with Regulation D of the Securities Act of
1933, and therefore did not involve any public offering within the meaning of
section 4(2) of the Act. The securities sold are non-convertible securities. All
proceeds from the sale of these securities were used for general and
administrative expenses of ISC.

         In 2001, ISC sold no securities for other than cash.

b.       Market Information

                                        8

<PAGE>




         ISC's securities are not currently traded on any public exchanges.

c.       Shareholders

         As of March 31, 2002, ISC had 101 shareholders of ISC common stock.

d.       Dividends

         ISC has not declared any cash dividends since inception.

ITEM 6.  MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATION

Plan of Operations:

         ISC's plan of operation for the next 12 months includes the following
three milestones:

         - Test and refine the commercial-installation "distribution" program;
         - Sign and train 20 new distributors in major market areas of Florida
           and the Southwestern United States; and,
         - Sell ISC products directly (not through distributors) to "key"
           accounts, installing UltraGriptm products on no less than 1,000,000
           square feet of commercial flooring.

         ISC has limited cash with which to meet cash requirements. ISC has
funded cash needs over the past few years by issuing common stock to investors,
for operating cash, and to employees, in lieu of cash compensation. ISC believe
that it can satisfy cash needs over the next twelve months through:

         - Sales and installation of ISC products;
         - Sales of additional shares of ISC's common stock pursuant to a
           registration statement or an appropriate exemption from registration;
         - Contributions of ISC's existing management or shareholders; and if
           necessary,
         - Bank loans or private-equity financing.

         There is no guarantee that ISC will be able to raise necessary funds
for operations. Neither management nor shareholders have committed funds
sufficient to meet cash needs.

         ISC will perform no new product research and development efforts for
the term of this plan of operations, covering the next 12-months. ISC does not
anticipate any purchase or sale of plant or significant equipment during the
term of this plan of operations. ISC does not expect to significantly change the
number of employees during the term of this plan of operations.


                                        9

<PAGE>



         Management discussion of known trends, events, or uncertainties that
may reasonably have a material impact on ISC's short- or long- term liquidity is
presented in Part I -- Item 1 of this Form 10-KSB. There have been no material
events subsequent to the end of fiscal year 2001.

ITEM 7.  FINANCIAL STATEMENTS

         ISC's financial statements for the fiscal year ended December 31, 2001
are attached hereto as pages 11 through 21.

                                       10

<PAGE>















                                                            Financial Statements


                                              INTERNATIONAL SOLUBLES CORPORATION
                              (A Development Stage Company until September 2001)




                                                               December 31, 2001


                                       F-1

<PAGE>



                       INTERNATIONAL SOLUBLES CORPORATION
               (A Development Stage Company until September 2001)


                                Table of Contents




Independent Auditors' Report...............................................F-3


Financial Statements:

         Balance Sheets....................................................F-4

         Statements of Operations..........................................F-5

         Statements of Stockholders' Equity................................F-6

         Statements of Cash Flows..........................................F-7


Notes to Financial Statements..............................................F-8









                                       F-2

<PAGE>



              [Letterhead of Parks, Tschopp, Whitcomb & Orr, P.A.]

                          Independent Auditors' Report

The Board of Directors
International Solubles Corporation:

We have audited the accompanying balance sheets of International Solubles
Corporation (a development stage company) as of December 31, 2001 and 2000, and
the related statements of operations, stockholders' equity, and cash flows for
the years then ended, and the cumulative period from September 21, 1998 (date of
inception) through December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of International Solubles
Corporation (a development stage company) as of December 31, 2001 and 2000, and
the results of its operations and its cash flows for the years then ended, and
the cumulative period from September 21, 1998 (date of inception) through
December 31, 2001, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 3 to the
consolidated financial statements, the Company has experienced net operating
losses of $ (132,263) and $ (40,900) for the years ended December 31, 2001 and
2000, respectively. At December 31, 2001, the Company continues to experience a
working capital deficit and also has a stockholders' deficit of $ (220,063).
These matters raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to these matters are described in
note 3. The accompanying consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

/s/  PARKS, TSCHOPP, WHITCOMB & ORR, P.A.
---------------------------------------------

February 27, 2002

                                       F-3

<PAGE>



                       INTERNATIONAL SOLUBLES CORPORATION
               (A Development Stage Company until September 2001)

                                  BALANCE SHEET
                                December 31, 2001


                                     Assets

<TABLE>
<CAPTION>
<S>                                                                                   <C>                     <C>
                                                                                      2001                    2000
                                                                               ------------------      ------------------
          Current assets:
   Cash                                                                            $        1,378                       -
   Due from shareholders                                                                      600                     600
   Inventory                                                                                3,800                       -
                                                                               ------------------      ------------------
               Total Assets                                                        $        5,778                     600
                                                                               ==================      ==================

                      Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable and accrued expense                                              $    205,841                 115,100
   Notes payable, shareholders (note 2)                                                    20,000                  20,000
                                                                               ------------------      ------------------
               Total current liabilities                                                  225,841                 135,100
                                                                               ------------------      ------------------

Stockholders' equity
   Common stock, no par value, authorized 900,000,000 shares,
      issued and outstanding 199,466,000 and 199,000,000 shares                           134,550                  87,850
   Deficit accumulated in the development stage                                         (354,613)               (222,350)
                                                                               ------------------      ------------------
               Total stockholders' equity                                               (220,063)               (134,500)
                                                                               ------------------      ------------------

Commitments (notes 2 and 4)

               Total liabilities and stockholders' equity                          $        5,778                     600
                                                                               ==================      ==================

</TABLE>




See accompanying notes to financial statements.



                                       F-4

<PAGE>



                       INTERNATIONAL SOLUBLES CORPORATION
               (A Development Stage Company until September 2001)

                             STATEMENT OF OPERATIONS
                                Fiscal Year 2001

<TABLE>
<CAPTION>
<S>                                               <C>                  <C>                   <C>

                                                                                                     Period from
                                                      Year ended            Year ended           September 21, 1998
                                                     December 31,          December 31,          (inception) through
                                                         2001                  2000               December 31, 2001
                                                 --------------------   ------------------   ---------------------------

Revenue                                                        21,450                    -                        21,450
                                                 --------------------   ------------------   ---------------------------

Costs and expenses:
     Cost of goods sold                                        12,600                    -                        12,600
     Product development and marketing                              -                    -                        20,000
     General and administrative                               137,513               40,000                       337,563
                                                 --------------------   ------------------   ---------------------------
               Total Operating Expenses                       150,113               40,000                       370,163

Other income and expense:
     Interest expense                                           3,600                  900                         6,200
                                                 --------------------   ------------------   ---------------------------
               Total costs and expenses                       153,713               40,900                       376,363
                                                 --------------------   ------------------   ---------------------------

               Net loss                                     (132,263)              (40,900)                    (354,913)
                                                 --------------------   ------------------   ---------------------------

Weighted average number of shares
     outstanding                                          199,335,411          199,000,000                   197,611,600
                                                 ====================   ==================   ===========================

Net loss per share:
     Basic and diluted                              $        (0.0006)                    -                      (0.0010)
                                                 ====================   ==================   ===========================


</TABLE>




See accompanying notes to financial statements.



                                       F-5

<PAGE>



                       INTERNATIONAL SOLUBLES CORPORATION
               (A Development Stage Company until September 2001)

                        STATEMENT OF STOCKHOLDER'S EQUITY
                                December 31, 2001



<TABLE>
<CAPTION>
<S>                                   <C>                  <C>                 <C>                 <C>               <C>
                                                                                                                          Total
                                       Common Stock                              Deferred              Accumulated     Stockholders'
                                          Shares               Amount          Compensation              Deficit          Equity
                                      -----------------    -----------------   ----------------    ----------------  --------------
Common stock issued to founding
   directors                                    800,000      $           800                  -                   -             800
Common stock issued for services                150,000               75,000            (75,000)                  -               -
Net loss                                              -                    -                  -             (40,800)        (40,800)
                                      -----------------    -----------------   ----------------    ----------------  --------------
Balances at December 31, 1998                   950,000      $        75,800            (75,000)            (40,800)        (40,000)
                                      =================    =================   ================    ================  ==============

Cancellation of shares                        (200,000)                 (200)                 -                   -            (200)
Common stock issued for services                245,000               12,250                  -                   -          12,250
Accrued stock issuance                                -                    -             75,000                   -          75,000
Net loss                                              -                    -                  -            (140,650)       (140,650)
                                      -----------------    -----------------   ----------------    ----------------  --------------
Balances at December 31, 1999                   995,000      $        87,850                  -            (181,450)        (93,600)
                                      =================    =================   ================    ================  ==============

Effect of 200 for 1 stock split             198,005,000                    -                  -                   -               -
Net loss                                              -                    -                  -             (40,900)        (40,900)
                                      -----------------    -----------------   ----------------    ----------------  --------------
Balances at December 31, 2000               199,000,000      $        87,850                  -            (222,350)       (134,500)
                                      =================    =================   ================    ================  ==============

Common stock issued for cash                    466,000               46,700                  -                   -          46,700
Net loss                                              -                    -                  -            (132,263)       (132,263)
                                      -----------------    -----------------   ----------------    ----------------  --------------
Balances at December 31, 2001               199,466,000      $       134,550                  -            (354,613)       (220,063)
                                      =================    =================   ================    ================  ==============

</TABLE>

See accompanying notes to financial statements.


                                                         F-6

<PAGE>



                       INTERNATIONAL SOLUBLES CORPORATION
               (A Development Stage Company until September 2001)

                             STATEMENT OF CASH FLOWS
                                December 31, 2001

<TABLE>
<CAPTION>
<S>                                                  <C>                      <C>                  <C>
                                                                                                         Period from
                                                           Year Ended            Year Ended          September 21, 1998
                                                          December 31,          December 31,         (inception) through
                                                              2001                  2000              December 31, 2001
                                                     ----------------------   -----------------    -----------------------
Cash flows from operating activities:
    Net loss                                             $        (132,263)            (40,900)                  (354,613)
    Adjustments to reconcile net loss to net cash
       used in operating activities:
         Common stock issued for services                                -                   -                     87,050
         Change in operating assets and liabilities:
            Inventory                                               (3,800)                  -                     (3,800)
            Due from shareholder                                         -                   -                       (600)
            Accounts payable                                        90,741              40,900                    205,841
                                                     ----------------------   -----------------    -----------------------
               Net cash used
                  in operating activities                          (45,322)                  -                    (66,122)
                                                     ----------------------   -----------------    -----------------------

Cash flows from financing activities:
    Proceeds from issuance of common stock                          46,700                   -                     47,500
    Proceeds from issuance of  notes payable                             -                   -                     20,000
                                                     ----------------------   -----------------    -----------------------
               Net cash provided
                  by financing activities                           46,700                   -                     67,500
                                                     ----------------------   -----------------    -----------------------

               Net increase  in cash                                 1,378                   -                      1,378
                                                     ----------------------   -----------------    -----------------------

Cash at beginning of period                                              -                   -                          -
                                                     ----------------------   -----------------    -----------------------

Cash at end of period                                    $           1,378                   -                      1,378
                                                     ----------------------   -----------------    -----------------------

</TABLE>








See accompanying notes to financial statements.



                                       F-7

<PAGE>



                       INTERNATIONAL SOLUBLES CORPORATION
               (A Development Stage Company until September 2001)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


(1)      Summary of Significant Accounting Policies

         (a)      Nature of development stage operations

         International Solubles Corporation, (ISC or the Company) was formed on
September 21, 1998. The Company holds the proprietary rights to a chemical
product which becomes part of a hard mineral surface such as tile, porcelain,
brick, concrete, marble and many others. The purpose of such application is to
reduce the incidences of slips and falls.

         Operations of the Company through the date of these financial
statements have been devoted primarily to product development and marketing,
raising capital, and administrative activities.

         (b)      Property and equipment

         Property and equipment are recorded at cost and depreciated over the
estimated useful lives of the assets which range from three to five years, using
the straight-line method.

         (c)      Income taxes

         Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Changes in tax rates are recognized in the
period that includes the enactment date.

         Development stage operations for the period ended September 30, 2000
resulted in a net operating loss. It is uncertain whether any tax benefit of net
operating loss will be realized in future periods. Accordingly, no income tax
provision has been recognized in the accompanying financial statements. At
December 31, 2001, the Company has net operating loss carryforwards of
approximately $350,000 which will expire beginning in 2019.




                                       F-8

<PAGE>



                       INTERNATIONAL SOLUBLES CORPORATION
               (A Development Stage Company until September 2001)

                          NOTES TO FINANCIAL STATEMENTS
                         December 31, 2001 -- continued


(1)      Summary of Significant Accounting Policies (Continued)

         (d)      Financial Instruments Fair Value, Concentration of Business
                  and Credit Risks

         The carrying amount reported in the balance sheet for cash, accounts
receivable, accounts payable and accrued expenses approximates fair value
because of the immediate or short-term maturity of these financial instruments.
The carrying amount reported in the accompanying balance sheet for notes payable
approximates fair value because the actual interest rates do not significantly
differ from current rates offered for instruments with similar characteristics.

         (e)      Use of Estimates

         Management of the Company has made certain estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.

         (f)      Cash Flows

         For purposes of cash flows, the Company considers all highly liquid
debt instruments with original maturities of three months or less to be cash
equivalents.

         (g)      Net Loss Per Common Share

         Net loss per common share has been computed based upon the weighted
average number of common shares outstanding during the period presented.

(2)      Notes Payable

         Notes payable consist of the following at December 31, 2001:


Promissory note to related party bearing interest at
        7% payable upon the generation of excess cash
        flows, but no later than September, 2002.              $     20,000
                                                               ------------
Total notes payable                                            $     20,000
                                                               ============




                                       F-9

<PAGE>



                       INTERNATIONAL SOLUBLES CORPORATION
               (A Development Stage Company until September 2001)

                          NOTES TO FINANCIAL STATEMENTS
                         December 31, 2001 -- continued


(3)      Going Concern

         The Company's consolidated financial statements have been presented on
a going concern basis which contemplates the realization and the satisfaction of
liabilities in the normal course of business. As more fully described below, the
liquidity of the Company has been adversely affected by significant losses from
operations. The Company reported net losses of $132,263 and $40,900 for the
years ended December 31, 2001 and 2000, respectively. Additionally, there is a
stockholders' deficit of $220,063 at December 31, 2001.

         These conditions raise substantial doubt about the Company's ability to
continue as a going concern without additional capital contributions and/or
achieving profitable operations. Management's plans are to develop new products
or to acquire new products through acquisitions. There can be no assurance that
the Company will be successful in accomplishing its objectives.

(4)      Commitments

         Employment Agreements

         The Company has entered into an employment agreement with one of its
founding directors requiring an annual salary of $41,600 beginning in September
1998.

(5)      Forward Stock Split

         In March 2000, the Board of Directors authorized a 200 for 1 stock
split to all holders of record at that date. All share and per-share amounts in
the accompanying financial statements have been restated to give effect to the
stock split.

(6)      Stock Warrants

         The Company has issued 420,000,000 warrants for the purchase of common
stock to certain officers and directors of the Company. The warrants can be
exercised any time within three years of issuance at $0.10 - 0.15 per share.


                                      F-10

<PAGE>



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

         ISC's has made no changes in, and has had no disagreements with, its
accountants on any matters.

                                    PART III

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

         The directors, executive officers, control persons, and significant
employees of ISC, their respective ages, and positions with the Company are as
follows:


          Name         Age                      Positions
L. Henry Sarmiento     78        Director, Chairman of Board, CEO, President
Debra L. Sea           46        Director, Secretary, Treasurer
Fred Muniz             44        Director and Chief Chemist
Van Sea                48        General Manager
Howard A. Speigel      56        Counsel to the Company

         L. Henry Sarmiento, age 78, has served as an ISC director since his
appointment by the incorporators of the Company on September 21, 1998, and will
continue to serve until the next annual meeting of the shareholders in September
of 2002. Mr. Sarmiento has also served as CEO and President of ISC his
appointment by the incorporators on September 21, 1998, and he will continue to
serve in those capacities until the Board of Directors determines otherwise. Mr.
Sarmiento received a law degree from the Libre University of Santa Fe de Bogota,
Colombia in 1942, and was a licensed attorney in Colombia. He received a
Bachelor of Arts degree in banking and finance from Columbia University, New
York City in 1952 and studied at the London School of Economics from 1953-55. He
was a partner of Willis E. Burnside & Co., Investment Bankers, in New York City
from approximately 1960 to 1985. He has also served as CFO of Vittoria Witterman
Ltd. of Torino, Italy; President of Solutions de Espana, S.L., Marbella, Spain;
and President of Sure Step Ultra-Grip Non-Slip in Sidney, Australia and London,
United Kingdom. During the past 5 years, Mr. Sarmiento has engaged in financial
and legal consulting for clients. He also acted as president of Solutions de
Espana and Sure Step Ultra-Grip of Sidney and London, until 1996 when he retired
and the companies ceased operations.

         Debra L. Sea, 46, has served as an ISC director since her appointment
by the incorporators of the Company on September 21, 1998, and will continue to
serve until the next annual meeting of the shareholders in September of 2002.
She has also served as secretary and treasurer of the Company since her
appointment by the incorporators of the Company on September 21, 1998, and

                                       11

<PAGE>



will continue to serve until the Board of Directors determines otherwise. Ms.
Sea obtained a Bachelor of Arts degree in psychology from Purdue University in
West Lafayette, Indiana in 1990, and obtained a Master of Arts degree in
counseling from Webster University in Altamonte Springs, Florida in 1997. Since
1995, Ms. Sea has worked as a children's targeted case manager and a counselor
for "Our" Children First in Daytona Beach, as well as a counselor for the
Children's Home Society at the Pine Hills Neighborhood Center in Orlando,
Florida.

         Fred Muniz, 44, has served as an ISC director since his appointment by
the incorporators of the Company on September 21, 1998, and will continue to
serve until the next annual meeting of the shareholders in September of 2002.
Mr. Muniz has 20 years experience in chemistry, product development, production
planning and plant management. Mr. Muniz obtained his Bachelor of Science degree
in Biology and Chemistry from the Inter-American University in Puerto Rico in
1979. From 1979 to 1982, he worked as a quality control auditor for Roche
Products, Inc., a subsidiary of Hoffman LaRoche. From 1982 to 1989, Mr. Muniz
worked in production planning and inventory control for Key Pharmaceuticals, a
subsidiary of Schering Plough. From 1989 to 1992, he served as plant manager for
Cosmetic Concepts, Inc., where he was responsible for manufacturing and
production of skin care products and developing skin care and sun care products.
From 1992 to 1997, he was chief chemist and plant manager for Pro-Ma Systems USA
Inc., where he was responsible for development, production, and distribution of
skin care, sun care and nutritional products. From 1997 to 1998, he was a
chemist and formulator for Hawaiian Tropic, Tanning Research Institute, where he
developed sunscreen products, worked with oil and water, micro- emulsions, gels
and colloidal suspensions, and performed quality control management. From 1998
to the present, Mr. Muniz has worked as a senior development scientist for Smith
& Nephew, where he has managed development of wound treatments.

         Van Sea, 48, serves as General Manager. Mr. Sea has served ISC, in
various capacities, since its inception. Mr. Sea oversees manufacturing,
establishes agreements with distributors, and sells the UltraGriptm products to
commercial accounts. Mr. Sea has 20 years experience as a senior sales
executive. Between 1976 and 1985, Mr. Sea served as a divisional sales manager
for Mass Merchandisers in St. Louis, Missouri. In 1985, Mr. Sea was appointed
Vice President of Sales and Marketing for Reliable Drugs. In 1990, Mr. Sea
started Computer World of Altamonte Springs, Florida, later selling his company
to Quality Computer. In 1993, Mr. Sea founded CopyTec, selling copiers and
supplies to corporate customers throughout Florida. Mr. Sea has completed
several workshops and seminars in sales techniques, marketing and management
training.

         Howard A. Speigel, 56, is currently outside counsel to the Company and
an owner of more than 5% of the Company's outstanding stock. Mr. Speigel
obtained a Bachelor of Science degree from the University of Maryland, College
Park, Maryland, in 1967, and before commencing law school in 1969 practiced
accounting with the national CPA firm of Price, Waterhouse & Co. Mr. Speigel was
granted a Juris Doctor degree from the American University, Washington College
of Law, Washington, D.C., in 1971, attending night school for his final year and
working full time with the Internal Revenue Service as a tax law specialist.
From 1972 through 1976, Mr. Speigel was a partner in the firm of Sigman and
Speigel, Attorneys at Law, practicing in the Orlando metropolitan area, and

                                       12

<PAGE>



from that time until the present has operated a sole practitioner's practice
emphasizing corporate and business law.

Compliance with Section 16(a) of the Exchange Act

         Based solely upon a review of Forms 3, 4 and 5 furnished to ISC, ISC
management is unaware of any person who, at any time during the fiscal year
ended December 31, 2001, was a director, officer, or beneficial owner of more
than ten percent of the Common Stock of the Company, and who failed to file, on
a timely basis, reports required by Section 16(a) of the Securities Exchange Act
of 1934 during such fiscal year.

ITEM  10.    EXECUTIVE COMPENSATION

a.       Compensation of Executives

         The following table provides summary information for the period from
September 21, 1998 to December 31, 2001 concerning cash and non-cash
compensation paid or accrued by the Company to or on behalf of the Chief
Executive Officer and the President of the Company. Except as indicated below,
no officer or employee of the Company received a total salary and bonus
exceeding $100,000 during the periods reflected. Stock-based compensation has
been adjusted (in most cases, retroactively) to reflect a 200 for 1 forward
stock split effected on March 22, 2000.

                                              SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
<S>                                 <C>                                     <C>
                                          Annual Compensation                                Long Term Compensation
                                    ------------------------------------    -------------------------------------------------------
                                                                                      Awards                       Payouts
                                                                            ---------------------------     -----------------------
                                                                                            Securities
                                                                             Restricted      Underlying      LTIP
                                                             Other Annual      Stock          Options       payout      All Other
 Name and Principal                  Salary        Bonus     Compensation      Award(s)          SARs          s       Compensation
      Position          Year          ($)           ($)           ($)           ($)               (#)         ($)            ($)
L. Henry                2001        $41,6001         -                -            -                 -          -                -
Sarmiento,              2000        $41,6001         -                -            -                 -          -                -
Director, CEO,          1999        $41,6001         -                -            -(2)    120,000,000(3)       -                -
   President            1998        $11,2001         -                -            -                 -          -                -
</TABLE>

Notes:
(1) Supplemental agreement with Mr Sarmiento stipulate that unpaid wages will
become payable upon completion of the audit for the first fiscal year in which
ISC's sales, after allowances for bad debt, exceed $1.5 million.
(2) Restricted stock award of 400,000 restricted shares of common stock, later
reduced to 300,000 shares, and then adjusted to 60,000,000 shares by virtue of a
200:1 forward stock split, all shares valued at $0.00 because the book value of
the stock is currently less than $0.00, and has been since inception. The stock
has no par value and no market.
(3) 600,000 warrants issued on July 7, 1999, each of which can be exchanged for
one share of common stock at any time until July 7, 2002, adjusted for a 200:1
forward stock split, and each valued at $0.00 because the book value of the
stock is currently less than $0.00, and has been since inception, and the stock
has no par value and no market.
                              ---------------------


                                       13

<PAGE>



b.       Employment Agreements

         Effective September 21, 1998, the Company entered into employment
agreements with L. Henry Sarmiento, ISC's Chairman, President, and CEO for an
indefinite period of time, terminable by either party upon 30 days written
notice. Pursuant to these agreements, Mr Sarmiento is entitled to receive a base
salary of $800 per week ($41,600 per year), plus reimbursement for necessary
expenses incurred while traveling at the employer's direction. Messrs Sarmiento
and Sea have received no cash payments of salary to date. According to a
supplemental agreement with Mr. Sarmiento, the Board has agreed to pay to Mr.
Sarmiento all unpaid back wages, which were to have accrued under this
employment contract, upon completing the annual financial audit, by an
accredited CPA, which shows that ISC achieved annual sales, after allowances for
bad-debt, of $1.5 million during the prior fiscal year. The employment agreement
contains no provisions to compensate Mr. Sarmiento if he resigns, retires,
otherwise terminates employment, or if there is a change in control.

         Beginning September 21, 1998 and ending in April, 1999, the Company had
an employment agreement with Van Sea to act as the Company's general manager,
for an indefinite period of time, terminable by either party upon 30 days
written notice. The agreement was terminated in April, 1999. Pursuant to this
agreement, Mr. Sea was entitled to receive a base salary of $800 per week
($41,600 per year), plus reimbursement for necessary expenses incurred while
traveling at the employer's direction. The balance of the salary due to Mr. Sea
under the terms of his employment contract were accrued, but not paid.
Subsequently, Mr. Sea has continued to perform work for ISC under an oral
agreement, whereby Mr. Sea is to receive reimbursement for approved
out-of-pocked expenses and is to receive a bonus equal to no less than the sum
of unpaid wages, computed at $800 per week ($41,600 per year), upon completing
the annual financial audit, by an accredited CPA, which shows that ISC achieved
annual sales, after allowances for bad-debt, of $1.5 million during the prior
fiscal year. The bonus may exceed that sum, based on descretionary approval by
the board of directors. Mr. Sea has received no cash payments of salary to date.

c.       Compensation of Directors

         There are no agreements to pay Directors for their service on the
Company's Board of Directors.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

         The following table sets forth certain information concerning the
ownership of the ISC's Common Stock as of June 30, 2001, with respect to: (i)
each person known to ISC to be the beneficial owner of more than 5 percent of
ISC's Common Stock, (ii) all directors; and (iii) directors and executive
officers as a group. The notes accompanying the information in the table

                                       14

<PAGE>



below are necessary for a complete understanding of the figures provided below.
As of March 31, 2002, there were 199,466,000 shares of outstanding common stock.


<TABLE>
<CAPTION>
<S>                      <C>                                                   <C>                    <C>
   Title of Class            Name and Address of Beneficial Owner              Amount and Nature      Percent of Class
                                                                                 of Beneficial
                                                                                   Ownership

Common Stock             L. Henry Sarmiento, Director and CEO                       60,000,000               30.08 %
Par Value $0.001         952 Lake Destiny Rd. Suite F
                         Altamonte Springs, Florida 32714                         (180,000,000)(1)           31.19 %(1)

Common Stock             Debra Sea, Director/Secretary/Treasurer                    60,000,000               30.08 %
Par Value $0.001         1126 Druid Road
                         Maitland, Florida 32751                                  (180,000,000)(1)           31.19 %1

Common Stock             Fred Muniz, Director                                       20,000,000               10.03 %
Par Value $0.001         c/o International Solubles Corporation
                         531 South State Road 434, Suite 2002                      (60,000,000)(1)           10.40 %1
                         Altamonte Springs, Florida 32714

Common Stock             Van Sea, General Manager                                        1,000      less than 0.01 %
Par Value $0.001         1126 Druid Road
                         Maitland, Florida 32751

Common Stock             Hudson Consulting Group, Inc.                              35,250,000               17.67 %
Par Value $0.001         268 West 400 South, Suite 300
                         Salt Lake City, UT 84101                                 (120,000,000)(1)           20.18 %1

Common Stock             Howard Spiegel                                              9,550,000                4.79 %
Par Value $0.001         1133 Louisiana Avenue, Suite 214
                         Winter Park, Florida 32789                                (30,000,000)(1)            5.14 %1

Common Stock             Directors and Officers as a Group                         140,001,000               70.19 %
Par Value $0.001                                                                  (420,000,000)(1)           72.78 %1
</TABLE>

Notes:
(1) These numbers include 2 warrants (one exercisable at $0.10 per share, and
one exercisable at $0.15 per share) for each share of common stock held by each
person listed herein, and assume that all warrants are exercised. All warrants
are exercisable at any time until July 7, 2002, and thus all warrants could be
exercised within the next 60 days.
                              ---------------------

         Changes in Control

         There are no arrangements that will result in a change in control of
the Company.

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On September 21, 1998, ISC entered into employment agreements with
President L. Henry Sarmiento and General Manager Van Sea, which extends for an
indefinite period of time and provides for annual compensation of $41,600

                                       15

<PAGE>



and reimbursement of necessary expenses incurred while traveling at the
direction of the Company.

         On September 21, 1998, ISC issued a promissory note for $20,000 to
Copytec, a related party by virtue of the fact that it was the employer of Van
Sea, who serves the Company's General Manager. The note was issued in payment
for chemicals (raw materials) used in the manufacturing of ISC products. The
note bears interest at the rate of 7% per annum, payable upon the generation of
excess cash flows, but due no later than September, 2001. Subsequently, Mr. Sea
agreed to extend payment of the note to no later than September 2002.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits. Exhibits required to be attached by Item 601 of Regulation
         S-B are listed in the Index to Exhibits beginning on page 20 of this
         Form 10-KSB, which is incorporated herein by reference.

(b)      Reports on Form 8-K.


No reports on Form 8-K were filed during the period covered by this report


                                       16

<PAGE>



                                   SIGNATURES

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, this 25th day of March, 2002.



                                     International Solubles Corporation




                                      /s/ L. Henry Sarmiento
                                     ----------------------------------
                                     L. Henry Sarmiento, President


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.



        Signatures                        Title                     Date


  /s/ L. Henry Sarmiento
---------------------------------       Director and CFO       March 25, 2002
L. Henry Sarmiento



  /s/ Debra L. Sea
---------------------------------       Director               March 25, 2002
Debra L. Sea




  /s/ Fred Muniz
---------------------------------       Director               March 25, 2002
Fred Muniz


                                       17

<PAGE>



                                INDEX TO EXHIBITS

Exhibit                    Page
No.               No.      Description

2(i)              *        Articles of Incorporation of International Solubles
                           Corporation dated 9/17/98

2(ii)             *        Articles of Amendment to Articles of Incorporation,
                           dated 3/23/00

2(iii)            *        Bylaws of International Solubles Corporation

3(i)              *        Share Purchase Warrant Certificate (exercise price of
                           $0.10 per share)

3(ii)             *        Share Purchase Warrant Certificate (exercise price of
                           $0.15 per share)

6(i)              *        Exclusive Worldwide Manufacturing and Marketing
                           Agreement, dated 9/24/97

6(ii)             *        Employment Agreement with L. Henry Sarmiento, dated
                           9/21/98

6(iii)            *        Employment Agreement with Van Sea,  dated 9/21/98

6(iv)             *        Promissory Note, dated 9/21/98

6(v)              *        Consulting Agreement between Hudson Consulting Group,
                           Inc. and International Solubles Corporation, dated
                           1/19/99

6(vi)             *        Lease Agreement, dated 6/20/00

23                20       Consent of Accountant



* Incorporated by reference from Form 10-SB filed October 16, 2000.




                                       18

<PAGE>


                      Parks, Tschopp, Whitcomb & Orr, P.A.
                          Certified Public Accountants
                     2600 Maitland Center Parkway, Suite 330
                             Maitland Florida 32751
                            Telephone (407) 875-2760





                             The Board of Directors



International Solubles, Inc.

We consent to the use of our reports dated February 27, 2002 in the Form
10K-SB/A of International Solubles, Inc. and to the reference to our firm under
the heading "Experts" therein.



/s/  PARKS, TSCHOPP, WHITCOMB & ORR, P.A.
---------------------------------------------
Maitland, Florida
March 26, 2002


                                       19