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

                                   FORM 10-KSB

  [X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the fiscal year ended DECEMBER 31, 2002

  [ ] Transition report under Section 13 or 15(d) of the Securities Exchange
      Act of 1934 for the transition period from ____________ to ____________

                        Commission file number: 000-27995

                          TRANS-CENTURY RESOURCES, INC.
                 (Name of small business issuer in its charter)

               Delaware                               95-4714549
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)

                            8140 N. Mopac Expressway
                             Westpark III, Suite 200
                               Austin, Texas 78759
                    (Address of principal executive offices)

                    Issuer's telephone number (512) 345-0280

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

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

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.001 Par Value

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 [_] No [X]

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

Revenues of issuer for fiscal year ended December 31, 2002 are $565,016.

There is no trading market for the registrant's Common Stock. The aggregate
market value of the Common Stock held by non-affiliates of the registrant on
June 20, 2003 was $0.00.

As of June 20, 2003 the registrant had 13,500,000 shares of Common Stock, $.001
par value, outstanding.

No documents are incorporated by reference.

Transitional Small Business Disclosure Format: Yes [_] No [X]

<PAGE>


                   TABLE OF CONTENTS - 2002 FORM 10-KSB REPORT

                                                                        Page
                                                                       Number
                                                                     ----------
                                     PART I

Item   1.      Business.................................................. 3

Item   2.      Properties................................................ 9

Item   3.      Legal Proceedings......................................... 9

Item   4.      Submission of Matters to a Vote of Security Holders....... 9

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Shareholder Matters.......................................10

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations.......................11

Item   7.      Financial Statements......................................13

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure.......................13

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act.......................................13

Item  10.      Executive Compensation....................................15

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management............................................16

Item  12.      Certain Relationships and Related Transactions............17

Item  13.      Exhibits and Reports on Form 8-K..........................18

Item 14.       Controls and Procedures...................................21

Item 15.       Principal Accountant Fees and Services....................21

Signatures  .............................................................22

Certifications  .........................................................23






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                                     PART I

ITEM 1. BUSINESS.

BUSINESS DEVELOPMENT.

On December 22, 1994, an entity which had been conducting business since 1982 as
Trans-Century Resources was organized into a limited partnership, TCO
Trans-Century, Ltd.

Effective October 31, 2001, all right, title and interest in the limited
partnership was transferred to Trans-Century Resources, Inc., a Texas
corporation (T-C Texas), in exchange for shares of no-par common stock of T-C
Texas. At the date of transfer, the limited partnership's assets included a
wholly owned company, Community Health Risk Corporation (CHRC), acquired earlier
in 2001 from a group including a director and shareholder. CHRC was inactive and
there was no activity in 2002 or 2001.

In addition, an individual transferred assets of NuHealth Employee Assistance
Program to T-C Texas in exchange for shares of no-par common stock of T-C Texas.

Effective November 19, 2001, eInsure Networks Corporation consummated a Merger
Agreement with T-C Texas. Under the Merger Agreement the shareholders of T-C
Texas exchanged their shares of common stock for common stock of eInsure. Before
the merger, eInsure was a development stage corporation with no operations.
Concurrent with the merger, eInsure changed its name to Trans-Century Resources,
Inc.

GENERAL.

Since 1982, Trans-Century Resources and its Texas predecessors have provided
managed health care consulting services to approximately 100 clients in twelve
states. These clients have consisted primarily of hospitals and physician groups
("Providers") in non-urban markets. Services to clients have included
consultation about and negotiation of managed care contracts on behalf of
Providers with third party insurance entities ("Payers") and the identification
and implementation of revenue enhancement and/or cost savings programs for
Provider clients. Services have been provided to clients involved in insurance
risk, including Provider-sponsored HMOs and employer-funded insurance programs.
The Company's risk management services have included oversight of the payment of
medical claims, analysis of the level of medical costs, premium setting, and
coordination of catastrophic insurance requirements. The Company is currently
providing services to approximately a dozen clients in Texas, Louisiana, and
Utah., El Paso Quality Care Network, Integrated Physician Partners/Pri-Med
Health Network, and Family Health Network accounted for 14.49%, 14.17%, and
12.64%, respectively, of Trans-Century revenue during 2002.


During the years Trans-Century Resources has been in operation, the following
significant trends have developed:

     o    Governmental Payers such as Medicare and Medicaid have reallocated,
          and in many instances reduced, the amounts paid to Providers for
          healthcare services.

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     o    Providers are attempting to minimize the impact of the reductions on
          their earnings by increasing payments received from commercial health
          insurance, i.e., non-governmental, Payers and other sources.

     o    The benefits of specific medical services and pharmaceuticals are
          being aggressively marketed directly to the public, which is demanding
          access to such benefits.

For these and other reasons, commercial health insurance Payers are incurring
significant, ongoing increases in their costs. Purchasers of commercial health
insurance products are being charged for the increases, in the form of higher
premiums.

Employers, who purchase the majority of commercial health insurance sold, have
been significantly impacted by these premium increases. Insurance premiums
associated with employees' individual coverage have routinely been paid by
employers, as an employee benefit. However, employees are increasingly being
required to pay some portion of the premium associated with their dependents'
coverage. In addition, their individual benefits are often being reduced, in an
effort to reduce the premium increases being charged to their employers.

Managed care delivery models such as HMOs have been developed in the search for
a solution which limits premium increases and maintains a core level of
benefits. These models have met with limited success, due to employees'
resentment over restricted access including required use of specified network
Providers, employers' concerns about potential liabilities associated with the
restricted access, Providers' resentment over reduced reimbursement levels and
increased administrative burdens, etc.

Proposals presented for healthcare reform include a governmental "single payer"
solution, managed competition models, and pure private sector solutions. A
number of groups have advocated private, market-driven solutions for healthcare
in America, based upon input received from the various stakeholders in the
healthcare system. One such group, the Wye River Group on Healthcare, has
enjoyed broad participation and sponsorship from many individuals and
organizations: employers such as Wal-Mart, Sears, TRW, Dow Chemical, Acme Brick,
Justin Industries, Emerson, Materials Transport, Honeywell, PepsiCo, and IBM;
technology and Internet companies, such as Healtheon, Definity Health, Lumenos
and Intel; pharmaceutical manufacturers such as Schering Plough, Orthobiotech,
and Eli Lily; insurers, including Blue Cross plans and Value Options; provider
groups such as Mayo Foundation and Walter Reed; professional and trade
associations including American Hospital Association, National Pharmaceutical
Council, US Chamber of Commerce, and American Medical Group Association; and
other organizations such as American Cancer Society, National Chamber
Foundation, PricewaterhouseCoopers, Pareto Institute, Marsh, Texas Department of
Health & Human Services, Patient Safety Institute, National Center for Policy
Analysis and the Progressive Policy Institute.

One private, market-driven solution proposed by these groups is designed around
community-based partnerships, embracing public-private collaboration to
establish the accountability, standard setting, and safety net features critical
to a true system of healthcare.

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Trans-Century Resources has been formed to implement such a solution. After
receiving numerous queries from clients regarding alternatives to the managed
care solutions currently available in their markets, the Company invested
approximately $1 million in conducting a two year investigation of the many
diverse options available. Using a framework similar to that proposed by other
advocates of community-based partnerships, Trans-Century Resources has designed
a program for regional insured group health plans, the Trans-Century Health
Plans concept. This concept appears to best address the concerns of the
Company's clients and the needs of their communities.

Acknowledging the need for the endorsement and active participation of the
Provider community, collaboration with employers, government, and other
healthcare stakeholders at the community level, increased participation and
responsibility of employees and other insureds, and a commercial health
insurance company component to provide the products needed for the Company's
solutions, Trans-Century Resources envisions the following infrastructure for
its regional insured group health plans:

o The Trans-Century Health Plans themselves, to offer:

     o  market-specific health insurance plan designs encouraging preventive
        care,

     o reinsurance (or stop-loss insurance) for employer-funded plans, and

     o complementary life insurance, dental insurance and vision insurance
       products.

o    Community Health-Risk Corporation, a captive insurance company, to share
     the financial risk of the Trans-Century Health Plans along with unrelated,
     recognized issuing carriers and major reinsurance companies. Community
     Health-Risk Corporation is an insurance company organized in 2000 under the
     laws of the Territory of the British Virgin Islands.

o    The Trans-Century Provider Networks, to provide hospital, physician, and
     other health care professional services including specialty referrals to
     major referral centers to the Trans-Century Health Plans at discounted
     rates.

o    NuHealth EAP, an employee assistance program, to provide a formal plan and
     resource to help individuals resolve personal problems/issues, through
     professional counseling or referral to a qualified specialty professional
     resource. (The U.S. Department of Labor has estimated that benefits ranging
     from $5 to $16 are realized for every dollar invested in an EAP program.)

o    Ongoing administrative consulting by Trans-Century Resources, to provide
     revenue enhancement and cost savings opportunities to its clients and the
     local community that are complementary to and supportive of the
     Trans-Century Health Plans concept.


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A portion of the infrastructure, Community Health-Risk Corporation and NuHealth
EAP, has already been established by the Company. Components necessary to
complete the infrastructure and offer the Trans-Century Health Plans include
obtaining the working capital needed to fund insurance reserves for Community
Health-Risk Corporation and interim operating expenses, contracting with
recognized insurance companies to act as issuing carriers and reinsurance
partners, and developing formal Trans-Century Provider Networks.

The projected market regions for the Trans-Century Health Plans will be
non-urban population centers of 100,000 to 300,000 with sufficient local
hospital and physician representation to support a preferred provider network
(i.e., a Trans-Century Provider Network). Typically these will be communities
with only one or two hospitals. The Company believes that its existing
relationships in these smaller markets provide it with a significant competitive
advantage over larger, heavily capitalized insurance companies not presently in
the markets due to their size. However, there are risks associated with these
smaller markets. Without an adequate number of insureds to share the cost of
healthcare services provided to the insured group as a whole, the Company will
have a higher risk of loss. Furthermore, the Company will need to determine that
the insurance premium it will charge is sufficient to cover the cost of benefits
to be provided under its health insurance program. If the Company has to
discount its calculated premiums in order to obtain market share, or if actual
medical services greatly exceed those anticipated, the insurance and reinsurance
premium revenue of the Company may be insufficient to cover the cost of benefits
payable to its insureds. The Company will commence the offering of Trans-Century
Health Plan products in various communities in the state of Texas. After
launching health plan products in Texas and Utah, Trans-Century Resources
expects to expand its offering of these products to non-urban communities in
other states.

Contingent agreements have been developed with a number of clients who are
committed to the start-up of a health plan within their region as soon as the
funding and participation agreements can be finalized. The financial projections
suggest that these clients will be able to produce a sufficient enrollment for
the business to maintain a positive cash flow by the end of the first full year
of operations.

COMPETITION.

The industry of managed health care and health insurance is highly competitive.
Trans-Century Resources will compete with other managed health care plans and
insurance carriers through policyholder service, price, product design, and
sales efforts. While there are many other companies competing with the Company,
no individual company dominates any of the proposed markets. There are expected
to be two or more competing players in every market targeted by the Company for
health plan offerings. In most markets Blue Cross will have some business client
accounts, and it is usual that at least one other national health insurance
vendor will maintain some accounts.

Trans-Century Resources believes that, to survive, the national insurance
vendors must concentrate on the population of major metropolitan areas. As a
result, they cannot provide flexibility, responsiveness, or do adequate
underwriting evaluations for the businesses that need employee health insurance

                                       6

<PAGE>

coverage in non-urban centers. The Trans-Century Health Plans will be
distinguished by specific adaptation to each region. The Company has a history
of assisting physicians and hospitals with managed health care issues. Those
experiences, combined with its existing contacts and knowledge, provide
Trans-Century Resources with an advantage working with the providers in each
location. The providers are critical components to effective cost control and
medical utilization management.


GOVERNMENT REGULATIONS.

         State Regulation.

The Trans-Century Health Plans and the products offered under these plans will
be subject to state regulations applicable to the provision of managed health
care services and the sale of traditional health indemnity insurance. The laws
of the various states establish agencies with broad administrative and
supervisory powers which include, among other things, granting and revoking
licenses to transact business, regulating trade practices, licensing agents,
approving policy forms, approving premium rates, setting minimum reserve and
loss ratio requirements, determining the form and content of required financial
statements, and prescribing the type and amount of investments permitted.
Insurance companies can also be required under the solvency or guaranty laws of
most states in which they do business to pay assessments up to prescribed limits
to fund policyholder losses or liabilities of insolvent insurance companies.
They are also required to file detailed annual reports with supervisory
agencies, and records of their business are subject to examination at any time.

         Regulatory Compliance by Our Issuing Carrier.

The insurance company partner selected as an issuing carrier by Trans-Century
Resources will be licensed and authorized to do business in each of the states
in which Trans-Century Health Plan insurance products are marketed. Thus, the
issuing carrier will be the name under which each of the health benefit plans
are filed with the respective state boards of insurance. The issuing carrier
will be responsible for insuring that the Trans-Century Health Plans and the
products offered under the Trans-Century Health Plans are in compliance with the
regulatory and financial requirements of each state.

         Regulation of Captive Insurance Company.

The Company's wholly-owned subsidiary, Community Health-Risk Corporation, was
incorporated and exists under the International Business Companies Act of the
British Virgin Islands. As an International Business Company, it is exempt from
British Virgin Islands income tax and stamp duties, but is required to maintain
a registered office and appoint a registered agent in the British Virgin
Islands.

The licensure of Community Health-Risk Corporation to carry on long-term
insurance business in the British Virgin Islands makes it subject to the British
Virgin Islands Insurance Act of 1994 and the British Virgin Islands Insurance
Regulations of 1995. These laws impose various regulatory requirements,
including the requirement to appoint an authorized resident insurance manager
and maintain a principal office in the British Virgin Islands, have at least two

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directors who must be individuals, submit details about its owners, directors,
officers and professional advisors, maintain books and records at the principal
office in the British Virgin Islands and provide annual audited financial
statements. Community Health-Risk Corporation is required to have minimum fully
paid up capital of $200,000. The regulations also require a minimum solvency
margin of $250,000. As a carrier of long-term business, Community Health-Risk
Corporation is required to appoint an actuary approved by the British Virgin
Islands Commissioner of Insurance and arrange for periodic actuarial valuations
of its assets and liabilities. It is also required to seek an actuarial
certification of the margin of solvency before declaring any dividend, redeeming
debentures or preference shares or reducing issued share capital. Any transfer
of long-term business or voluntary winding up of business must be approved by a
British Virgin Islands court.

Due to the Company's lack of insurance business to date, there have not been any
actuarially-determined minimum reserve balances required by the British Virgin
Islands Commissioner of Insurance to be maintained by Community Health-Risk
Corporation. However, the British Virgin Islands Commissioner of Insurance has
expressed concerns about CHRC's current compliance with regulatory capital
requirements. Company management is currently reviewing its options with respect
to CHRC, including putting it into a dormant category until funding and contract
activity begin to occur.

         Recent Texas Legislation.

In 1997, the Texas legislature adopted Senate Bill 386 which, among other
things, purports to make managed care organizations (MCOs) such as the
Trans-Century Health Plans liable for the failure by the MCO, its employees or
agents to exercise ordinary care when making "health care treatment decisions"
(as defined in the legislation). The legislation was effective as of September
1, 1997. In September 1998, the United States District Court for the Southern
District of Texas ruled, in part, that the MCO liability provisions of Senate
Bill 386 are not preempted by ERISA, which covers most employer-funded health
plans. To the extent that this legislation (or similar legislation that may be
subsequently adopted at the federal or state level) effectively expands the
scope of liability of MCOs, such as the Trans-Century Health Plans, it may have
a material adverse effect on the results of operations, financial condition and
cash flows. Even if the Company is not held liable under any litigation, the
existence of potential MCO liability may cause it to incur greater costs in
defending the litigation.

         Future Health Care Reform.

A number of legislative proposals have been made at the federal and state levels
over the past several years. These proposals would, among other things, mandate
benefits with respect to certain diseases or medical procedures, require plans
to offer an independent external review of certain coverage decisions or
establish health plan liability in a manner similar to the Texas legislation
discussed above. The United States Congress has recently considered a number of
alternative health care reform measures that would, among other things, mandate
external review of treatment denial decisions, provide for managed care
liability and allow for collective bargaining by unaffiliated physicians groups.
There have also been proposals made at the Federal level to implement greater
restrictions on employer-funded health plans, which are generally exempted from
state regulation by ERISA.

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Trans-Century Resources is unable to evaluate what legislation may be proposed
and when or whether any legislation will be enacted and implemented. However,
many of the proposals, if adopted, could have a material adverse effect on the
Company's financial condition, cash flows or results of operations, while
others, if adopted, could potentially benefit its business.

PATENTS, TRADEMARKS AND PROPRIETARY PROTECTION

Trans-Century Resources does not own or license any patents, trademarks or
service marks that are material to its business.

ENVIRONMENTAL MATTERS

Trans-Century Resources believes it is in material compliance with all relevant
federal, state, and local environmental regulations, and does not expect to
incur any significant costs to maintain compliance with the regulations in the
foreseeable future.

EMPLOYEES

As of December 31, 2002, the Company employed a total of 13 persons on a
full-time basis. Of these 13 employees, 2 are managerial, 10 are administrative
and 1 is professional/clinical. In addition, five specialist consultants are
used on a contracted, as-needed basis.


ITEM 2. PROPERTIES

Trans-Century Resources, Inc. leases corporate offices in Austin, Texas under a
noncancelable operating lease expiring September 2007, at the current annual
rate of $64,842.


ITEM 3.  LEGAL PROCEEDINGS

The Company is not currently involved in any litigation or pending litigation,
nor is it aware of any suit or litigation that is threatened against it.


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

None.

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                                    PART II.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

There is presently no public trading market for the Company's common equity. As
of June 20, 2003, there were 18 holders of record of the Company's common
equity. The Company has not paid or declared cash dividends on its Common Stock
since its inception, and does not expect to pay cash dividends in the
foreseeable future.

          Recent Sales of Unregistered Securities

In April 1999, eInsure Networks Corporation, predecessor of the Company, issued
unregistered securities to its initial shareholders resulting in the issuance
and delivery of 100,000 shares of common stock to PageOne Business Productions,
LLC and 900,000 shares of common stock to AppleTree Investment Company, Ltd.
These securities were issued for aggregate consideration totaling $1,000
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, for issuances of securities not involving
any public offering.

On June 15, 2001, by action of the board of directors, the Company effected a
2:1 stock split increasing the issued shares to 200,000 shares held by PageOne
Business Productions, LLC and 1,800,000 shares held by AppleTree Investment
Company, Ltd.

Effective November 19, 2001, eInsure Networks Corporation consummated a Merger
Agreement with Trans-Century Resources, Inc., a Texas corporation. Pursuant to
the Merger Agreement, the seventeen shareholders of the Texas corporation
exchanged all their shares into 12,000,000 unregistered shares of common stock
of the Company.

The stock issued in connection with the merger was also issued pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act for
issuances of securities not involving any public offering.

           Registration Statement

The Company  filed a Securities  Act registration statement (Registration No.
333-90312) which was declared effective February 13, 2003.  The offering
pursuant to the registration statement commenced on the effective date.  The
offering is continuing as provided in the registration statement.  The
offering is being self-underwritten by the Company and therefore there are no
managing underwriters of the offering.  The registration statement covers
3,350,000 shares of Common Stock, par value $.001, of the Company for an
aggregate offering price of $10,050,000.  None of the registered shares have
been sold to date and therefore the Company has no proceeds to date from the
offering.  The Company has incurred no expenses in connection with the
offering after the effective date nor made any direct or indirect payments in
connection therewith.  Expenses of the offering incurred prior to the
effective date are disclosed in the registration statement.

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

Trans-Century Resources and its predecessors have provided managed health care
consulting services to hospital and physician group clients since 1982. Those
services have traditionally included negotiating contracts with commercial
health insurance companies on behalf of its clients, and assisting clients in
developing managed care programs such as Provider-sponsored HMOs.

Based upon ongoing concerns expressed by clients regarding instability in their
markets and in their relationships with commercial health insurance companies,
the principals of Trans-Century Resources began intensive investigation in 1999
of existing and proposed healthcare financing and delivery models, in an effort
to identify insurance and/or related solutions that would best address those
concerns.

As discussed above under Item 1. Business - General, the Company identified a
market-driven, collaborative effort among the various stakeholders in each
community, including employers, physicians and hospitals, insurance companies,
and community leaders, as providing the best model to satisfy specific and
future community needs. The effort involved in identifying and preparing the
framework needed for such a model, and its detailed components, have affected
the Company's financial position and results of operations in three ways.

First, Trans-Century Resources saw a significant decline in its revenue from
traditional consulting services. Billable hours associated with consulting
services decreased substantially from their levels of prior years as a result of
the time spent by the Company's principals in creating the Trans-Century Health
Plans concept.

Second, the need for an entity that could participate in insurance risk was
recognized early in the process. In April 2000, a group including a shareholder
of the Company established Community Health-Risk Corporation ("CHRC"), a captive
insurance company domiciled in the British Virgin Islands. CHRC was invoiced by
Trans-Century Resources for billable hours and out of pocket expenses associated
with the development of a community based health plan concept until mid-2001,
when the Company acquired the stock of CHRC for $30,000 of debt payable to the
shareholder of the Company. CHRC had recorded an intangible asset of
approximately $933,000 to reflect capitalization amounts invoiced by
Trans-Century Resources. Trans-Century Resources recorded total revenue of
approximately $211,000 in 2001 for amounts invoiced to CHRC. CHRC made only one
payment of $3,500 on amounts invoiced by the Company.

The financial impact of the CHRC acquisition in mid-2001 on the Company's
operations in 2001 and 2002 was two-fold. Management determined that the
intangible asset of approximately $933,000 associated with the Company's
investment in CHRC had no value and charged it, along with the acquisition cost
of CHRC of $30,000, against 2001 earnings. In addition, revenue recorded by
Trans-Century Resources from CHRC declined by approximately $211,000 between
2001 and 2002.

Third, substantial legal, accounting, and other costs have been incurred in
connection with the Company's financing and infrastructure development efforts.
Such efforts have included the employment during 2002 of a number of individuals
who had previously provided contract services to the Company. This change, along

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with the establishment of an office in Salt Lake City, Utah, contributed to
increases in salaries and related expenses, rent expenses, and office supplies
expenses, and a decrease in selling, general and administrative expenses between
2001 and 2002.

As a result, the Company sustained losses of approximately $700,000 and $1.4
million in 2002 and 2001, respectively, and has a working capital deficiency of
$235,493 and an accumulated deficit of $1,880,449 as of December 31, 2002. One
of the Company's directors continues to fund its working capital requirements on
an as needed basis; however, there is no assurance that such funding will be
available indefinitely.

Accordingly, the ability of the Company to continue as a going concern with its
existing infrastructure is dependent on its ability to raise additional capital
and implement its business plan, including its program for regional insured
group health plans. Significant changes in its infrastructure would allow the
Company to generate cash flow from operations, but would also severely limit its
chances for successful implementation of its program for regional insured group
health plans.

To reduce the working capital required for debt repayment during initial
implementation of its business plan, the Company restructured its unsecured note
payable to a director. That note, which originally required payment of principal
on January 1, 2004 and had a balance of $1,594,570 at December 31, 2002, was
restructured to require principal payments of $100,000 on a quarterly basis
commencing October 1, 2004.

At December 31, 2002, the Company had little data available on trends in the
specific markets targeted for its proposed insured health plan operations.
However, the increase in healthcare costs and demand for healthcare services
experienced nationwide indicate increasing market demand for products such as
the regional insured group health plan model proposed by the Company. There are
no material commitments for the capital resources of the Company as of December
31, 2002, and any such commitments will be considered only upon the securing of
the financing needed to implement the Company's business plan.

It expects to incur losses for the near future resulting primarily from the
maintenance of infrastructure associated with its program for regional insured
group health plans. However, the Company continues to develop additional revenue
sources that are both independent of and complementary to the development of the
Trans-Century Health Plans. These sources include a contract obtained in July
2002 for the management of an existing physician organization, ongoing fees
associated with supporting a supply-chain management initiative between a
national distributor and existing Provider clients,

Management believes that Trans-Century Resources will be successful in meeting
its working capital needs from operations and from private financing until the
proceeds of an anticipated public offering become available.

The Company believes that its existing resources, together with the estimated
net proceeds from the anticipated public offering, will be sufficient to fund
its operations for at least the next 12 months. However, if it expands more
rapidly than currently anticipated, if its working capital needs exceed its
current expectations or if it makes acquisitions and investments beyond its

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current expectations, Trans-Century Resources will need to raise additional
capital from equity or debt sources. The Company cannot be sure that it will be
able to obtain the additional financing to satisfy its working capital
requirements or to implement its growth strategy on acceptable terms or at all.
If this financing cannot be obtained, the Company may be forced to curtail the
business expansion associated with the Trans-Century Health Plans concept, and
may be unable to fund its ongoing operations.

          Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.



ITEM 7.  FINANCIAL STATEMENTS

The financial statements and supplemental data required by this Item 7 follow
the index of financial statements appearing at Item 13 of this Form 10-KSB.

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

As a result of the merger of Trans-Century Resources, Inc., a Texas
corporation, and eInsure Networks Corporation, the Board of Directors voted to
dismiss Weinberg & Company, P.A. ("Weinberg") as the Company's certifying
accountant effective February 15, 2002.  Weinberg's reports on the financial
statements for 2000 and 1999 identify us as a development stage company without
operations and with accumulated losses, and identify that substantial doubt
exists concerning our ability to continue as a going concern.  There have been
no disagreements with Weinberg on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of procedure
during our two most recent fiscal years and the interim period from January 1,
2001 through February 18, 2002.

On February 18, 2002, the Company  engaged Sprouse & Anderson,  L.L.P., Austin,
Texas as its certifying accountant.  During the Company's two most recent
fiscal years and for the interim period through February 15, 2002, neither the
Company nor anyone on its behalf consulted with Sprouse & Anderson, L.L.P.
regarding the application of accounting principles to a specified transaction
or the type of audit opinion that might be rendered on the Company's financial
statements.


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

The directors and executive officers of Trans-Century are as follows:

         Name           Age      Title
         ----           ---      -----
Mary W. Patterson       54       President and Chief Executive Officer; Director

D.L. Patterson (1)      65       Chairman of the Board of Directors; Secretary

Larry Stockman (1)      67       Director; President of NuHealth EAP Division

Stephen L. Cobb         45       Chief Financial Officer; Vice President

--------------------
(1)  Member of the Audit Committee
                                       13
<PAGE>

The principal occupations and business experience of the Company's directors,
executive officers and key personnel for at least the last five years are as
follows:

Mary W. Patterson, President and Chief Executive Officer; Director. Mrs.
Patterson served as President, Chief Executive Officer, and a director of
Trans-Century Resources, Inc. (the Texas corporation) before its merger with
eInsure. Mrs. Patterson has been the principal of Trans-Century Resources, Inc.
(the Texas corporation) and its predecessors since 1982, providing consulting
and related services to health care providers. Mrs. Patterson has a Master's
degree in Health Care Administration from Trinity University. Mrs. Patterson's
term as a director expires in 2003.

D. L. Patterson, Chairman of the Board of Directors; Secretary. Mr. Patterson
served as an officer and director of Trans-Century Resources, Inc. (the Texas
corporation) before its merger with eInsure. Mr. Patterson holds a Master's
degree in Hospital Administration from Duke University. Since 1990, Mr.
Patterson has been involved in the ownership and operations of several privately
held healthcare management organizations: Medical Venture Management, Inc.;
Elmwood Care, Inc.; Southeastern Hospital Corporation; and Trans-Century
Operations, Inc. Mr. Patterson's term as a director expires in 2003.

Larry Stockman, Ph.D., is a Director, and President of NuHealth EAP Division.
Dr. Stockman has served as a consultant to Trans-Century Resources in prior
years, and became a Director and Executive of the Company at the time of the
merger. Dr. Stockman served as the EAP Director for BJC Healthcare, a large St.
Louis based provider, from 1999 until his affiliation in 2001 with Trans-Century
Resources. He has prior EAP operational experience with organizations such as
American Healthcare Partners (1996-1999), Behavioral Health, Inc. (1993-1996),
and Human Affairs International (1984-1993). His early career included
assignments in South America and the USA with Exxon Corporation. Dr. Stockman
holds several advanced degrees. His term as a Director expires in 2003.

Stephen L. Cobb, CPA, Chief Financial Officer; Vice President. Mr. Cobb served
as an independent managed care consultant before joining the Company. From 1999
through 2000, Mr. Cobb served as Executive Director and Chief Financial Officer
of Prime Healthcare Management, LLC, a healthcare management company. Between
1997 and 1999, Mr. Cobb served as chief financial officer of PhyCor of West
Houston, Inc., a physician practice management company. Between 1994 and 1996,
he was director of business development/MSO operations for Brownwood Regional
Medical Center. Before joining Brownwood Regional Medical Center, Mr. Cobb held
positions with two of the Big Five accounting firms.


Officers serve at the discretion of the board of directors.


BOARD OF DIRECTORS

The bylaws permit the board of directors to fill any vacancy. A director
appointed to fill a vacancy may serve until the next annual meeting of
shareholders or until his or her successor has been elected. Mary W. Patterson
and D. L. Patterson are wife and husband.

                                       14
<PAGE>

BOARD COMMITTEES

Audit Committee. The board of directors has created an audit committee. The
audit committee reviews and makes recommendations to the board of directors
concerning various auditing and accounting matters, including the results and
scope of audit and other services provided by our independent accountants. In
addition, it evaluates audit and control functions. The audit committee
currently consists of Messrs. Patterson and Stockman.  The Company does not
currently have a financial expert serving on its audit committee.  A director
qualified to serve in that position, James Walters, resigned recently from
the board of directors and the audit committee for reasons unrelated to the
Company or its operations.  The Company is in the process of seeking a
financial expert.


CODE OF ETHICS

The Company has adopted a Code of Ethics that applies to its principal
executive officer and senior financial officers.  This Code of Ethics is
posted on the Company's Internet website at www.trans-century.com.  A copy of
the Company's Code of Ethics can be obtained without charge, upon request, by
writing to Trans-Century Resources, Inc., 8140 N. Mopac Expressway, Westpark
III, Suite 200, Austin, Texas 78759.


ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth information for the fiscal years ended December
31, 2002 and 2001.

<TABLE>
<CAPTION>
                                                      SUMMARY COMPENSATION TABLE

                                Annual Compensation                                   Long Term Compensation
                      -------------------------------------------------- --------------------------------------------------
                                                             Other        Restricted
                                                             Annual         Stock        Options      LTIP        All Other
Position               Year     Salary ($)    Bonuses($)  Compensation($)  Awards($)     SARs(#)    Payouts ($)  Compensation
---------              ----     ----------    ----------  --------------  -----------    -------    -----------  ------------
<S>                    <C>          <C>          <C>          <C>             <C>          <C>         <C>           <C>
George Todt,           2002         0            0            0               0            0           0             0
President,             2001         0            0            0               0            0           0             0
eInsure Network

Mary Patterson         2002         0            0            0               0            0           0             0
President, Trans-      2001         0            0            0               0            0           0             0
 Century Resources

Larry Stockman         2002       $27,256        0            0               0            0           0             0
President, NuHealth    2001        $1,536        0            0               0            0           0             0
 EAP Division

Mark D. Thomey         2002       $78,769        0            0               0            0           0             0
Vice President,        2001       $46,154        0            0               0            0           0             0
 Operations

Stephen L. Cobb        2002       $90,000        0            0               0            0           0             0
Chief Financial        2001       $13,846        0            0               0            0           0             0
 Officer, Vice
 President
</TABLE>
                                       15
<PAGE>

DIRECTOR COMPENSATION

Directors currently do not receive any cash compensation from the Company for
serving as a director, although directors are reimbursed for reasonable
expenses, if any, of attendance at each regular or special meeting of the board.


EMPLOYMENT AGREEMENTS

Trans-Century Resources is a party to Employment Agreements with Mary Patterson,
Larry Stockman, and Stephen L. Cobb. Each agreement is for an
initial term commencing on the closing of the initial public offering by the
Company and continuing through December 31, 2003. Each of the agreements may be
extended by the parties for successive one-year terms. Under the agreements,
Mrs. Patterson will receive a base salary of $150,000 per year, Mr. Stockman
will receive a base salary of $135,000 per year, and Mr. Cobb will receive a
base salary of $135,000 per year. Each of these officers is eligible to
participate in all executive employee benefit plans and perquisites; is entitled
to receive health and disability insurance commensurate with her or his position
with Trans-Century Resources and life insurance in an amount of approximately
2.5 times the annual salary. If terminated without cause or upon resignation for
good reason, each officer will be entitled to one year's base salary. If
terminated upon a "change in control," which is deemed to have occurred when a
person or affiliated group of people obtain 50% or more of the Company's voting
securities or when a majority of the Company's board of directors are not
elected as part of the management nominated slate, each officer will be entitled
to two years' base salary.

The Company's executive officers have waived some or all of their salaries to
date, but are at a minimum being reimbursed for expenses incurred on the
Company's behalf. If the Company's officers had received their base salaries
under the agreements during the years ended December 31, 2002 and 2001, reported
salaries and related expenses for those periods would have increased by $302,744
and $179,618, respectively, and the net loss would have been $(1,016,133)and
$(1,615,328), respectively.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of June 20, 2003 with respect to
the beneficial ownership of the Company's outstanding common stock by each
person who is the beneficial owner of more than 5% of its capital stock; each of
its directors; each of its executive officers; and all of its directors and
executive officers as a group.

To management's knowledge, except under applicable community property laws, the
persons named in the table have sole voting power and investment power with
respect to all shares of common stock.

                                       16
<PAGE>

Title of    Name and                            Amount and         Percent of
Class       Address of                          Nature of          Class (1)
            Beneficial                          Beneficial
            Owner                               Ownership
------------------------------------------------------------------------------
Common      Appletree Investment Company,       1,800,000           13.33%
Stock         Ltd.(2)                              Direct
            69 Athol Street
            Douglas, Isle of Man 1M1 1JE

Common      Mary W. Patterson,                  6,000,000           44.44%
Stock       President, Chief Executive             Direct
            Officer and Director
            8140 N. Mopac Expressway
            Westpark III, Suite 200
            Austin, Texas 78759

Common      D. L. Patterson                      2,000,000          14.82%
Stock       Director                               Direct
            8140 N. Mopac Expressway
            Westpark III, Suite 200
            Austin, Texas 78759


Common      Larry Stockman                      2,000,000           14.82%
Stock       NuHealth EAP Division                  Direct
            President and Director
            8140 N. Mopac Expressway
            Westpark III, Suite 200
            Austin, Texas 78759

Common      Stephen L. Cobb                       200,000            1.48%
Stock       Chief Financial Officer and            Direct
            Vice President
            8140 N. Mopac Expressway
            Westpark III, Suite 200
            Austin, Texas 78759

Common      All directors and executive        10,200,000           75.56%
Stock       officers as a group                    Direct
            (4 persons)

------------
(1)  Based on 13,500,000 shares of common stock outstanding as of June 20, 2003

(2) Appletree Investment Company, Ltd. is a corporation domiciled on the Isle of
Man. Its directors, Simon Grant Duggan, Bernard O'Kelly, Stewart Davies and
Gordon Drake, have voting and investment power for the Trans-Century shares
owned by Appletree Investment Company, Ltd.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mary Patterson, President, Chief Executive Officer, and a director of
Trans-Century Resources and D. L. Patterson, Secretary and Chairman of the Board
of Directors, are wife and husband.

                                       17
<PAGE>

Community Health-Risk Corporation, the captive insurance company, was formed in
2000 by Mr. Patterson and others. CHRC was invoiced by Trans-Century Resources
for billable hours and out of pocket expenses associated with the development of
a community based health plan concept until mid-2001, when the Company acquired
the stock of CHRC for $30,000 of debt payable to Mr. Patterson. CHRC had
recorded an intangible asset of approximately $933,000 to reflect capitalization
amounts invoiced by Trans-Century Resources. CHRC made only one payment of
$3,500 on amounts invoiced by the Company. At year-end 2001, management
determined that the intangible asset of approximately $933,000 associated with
the Company's investment in CHRC had no value, and charged it, along with the
acquisition cost of CHRC of $30,000, against earnings

During the second quarter of 2001, the Company paid PageOne Business
Productions, LLC $100,000 to assist the Company in obtaining capital. PageOne
Business Productions, LLC holds 200,000 shares of the Company's common stock
(1.48% of the shares outstanding as of September 15, 2002). PageOne Business
Productions, LLC also holds a transferable warrant to purchase 350,000 shares of
the Company's common stock exercisable through November 19, 2006 at $1.00 per
share.

As of December 31, 2001, Mr. Patterson and Mr. Stockman had made unsecured
advances to the Company which it used to meet its working capital needs
aggregating $1,017,900. Additional unsecured advances of $427,067 were made by
Mr. Patterson to the Company during the year ended December 31, 2002 for its use
in meeting its working capital needs. The advance of $25,000 from Mr. Stockman,
which accrues interest at 9% annually, is due January 1, 2004. As of December
31, 2002, the Company restructured the debt owed Mr. Patterson with respect to
advances and accrued interest through that date aggregating $1,594,570, into a
long term note bearing interest at 7.5% annually. No payments were made by the
Company on advances during 2002 or 2001.

In addition, the Company has an unsecured note payable to Mr. Patterson related
to the purchase of Community Health-Risk Corporation in the amount of $30,000.
The note is due January 1, 2004, bearing interest at the prime rate plus 1.75%.

At December 31, 2002, amounts owed Mr. Patterson and Mr. Stockman (after giving
effect to the debt restructuring referred to in the previous paragraph) were
included in the consolidated balance sheet as due to officers and directors in
the amount of $1,649,570, with accrued interest of approximately $20,000. All
of the shareholders of Trans-Century Resources, Inc. (the Texas Corporation)
and of eInsure Networks Corporation, including the persons named in Item 11,
were parties to the Merger Agreement and the merger transactions described in
Item 1 and Item 5.



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   (1) The following financial statements are contained on Pages F-1
          through F-16:

           REPORT OF INDEPENDENT AUDITORS SPROUSE & ANDERSON L.L.P., CERTIFIED
           PUBLIC ACCOUNTANTS, DATED APRIL 23, 2003

           CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2002

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

                                      18
<PAGE>

           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) AND
           PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

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

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002

(a)  (2) Exhibits

EXHIBIT
NUMBER                            DESCRIPTION
------                            -----------

2.1  Merger  Agreement dated as of  November 12, 2001 by and  among eInsure
     Networks  Corporation  ("eInsure"),  T-C  Texas  and the holders of
     common stock of T-C Texas. (1)

        Index.  Exhibits  and Schedules to Merger Agreement*

          Exhibit A        Shareholders  of T-C Texas;
          Exhibit B        Plan of  Merger;
          Exhibit C        Form of Release;
          Schedule 2.11    Financial Statements of T-C Texas;
          Schedule 2.12    Changes of T-C Texas;
          Schedule 2.17    Capitalization of T-C Texas;
          Schedule 2.18    Agreements of T-C Texas;
          Schedule 2.20    Real Estate of T-C Texas;
          Schedule 3.5     Financial  Statements  of eInsure;
          Schedule 3.6     Changes of eInsure;
          Schedule 3.11    Periodic Reports of  eInsure;
          Schedule 3.12    Capitalization  of  eInsure;
          Schedule 3.13    Agreements  of eInsure;
          Schedule 3.19    Corporate Records of eInsure.

          * Copies of the exhibits  and  schedules  to the Merger
            Agreement will be provided to the Commission upon request.

2.2   Agreement and Plan of Merger of Trans-Century Resources, Inc. into
      eInsure Networks Corporation. (1)

3.1.1 Certificate of Incorporation filed with the Delaware Secretary of State
      on September 15, 1998. (2)

3.1.2 Restated and Amended Certificate of Incorporation filed with the
      Secretary of State on August 31, 2001. (1)

3.1.3 Certificate of Merger of eInsure Networks Corporation and Trans-Century
      Resources, Inc. filed with the Delaware Secretary of State on November
      19, 2001. (1)

3.2.1 Bylaws (as amended May 9, 2002). (3)

4.1   Stock Purchase Warrant dated November 20, 2001 by the Company in favor of
      PageOne Business Productions, LLC. (3)

10.1  Executive Employment Agreement dated May 9, 2002 between the Company
      and Mary W. Patterson. (3)

                                      19
<PAGE>

EXHIBIT
NUMBER                            DESCRIPTION
------                            -----------

10.2  Executive Employment Agreement dated May 9, 2002 between the Company and
      Larry Stockman. (3)

10.3  Executive Employment Agreement dated May 9, 2002 between the Company and
      Stephen L. Cobb. (3)

10.5  Stock Option Plan of 2002 of Trans-Century Resources, Inc. (3)

14.1  Code of Ethics for Principal Executive Officer and Senior Financial
      Officers

21.1  List of Subsidiaries of the Company. (3)

99.1  Certification of the Chief Executive Officer pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002

99.2  Certification of the Chief Financial Officer pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002

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

(1) Incorporated herein by reference to the Company's Current Report on Form
8-K dated November 19, 2001.

(2) Incorporated herein by reference to the Company's Form 10-KSB Registration
Statement, File No. 0-27995, filed November 8, 1999.

(3) Incorporated herein by reference to the Company's Registration Statement on
Form SB-2 (Registration No. 333-90312) filed June 12, 2002.


(b)  Reports on Form 8-K

          None
                                      20

<PAGE>

ITEM 14.  CONTROLS AND PROCEDURES

As required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures within 90 days of the filing
of this annual report. This evaluation was carried out under the supervision and
with the participation of our management, including our principal executive
officer and principal financial officer. Based on this evaluation, these
officers have concluded that the design and operation of our disclosure controls
and procedures are effective. There were no significant changes to our internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of their evaluation.

Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, including principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.

ITEM 15.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Professional services provided by the Company's principal accountants are
preapproved by the Company's audit committee and are currently limited to audit
and audit-related services.  The audit committee monitors all relationships
between the Company and its principal accountants to comply with Securities and
Exchange Commission rules designed to ensure that auditors are qualified and
independent of their audit clients both in fact and in appearance.  Management
of the Company must obtain audit committee approval prior to making any changes
in the scope of services provided by the Company's principal accountants.

Aggregate fees billed by the Company's principal accountants for services
during each of the last two fiscal years are as follows:

                                      2002	                 2001
                              --------------------       -------------------
                              Amount       Percent        Amount       Percent
                              ------       -------        ------       -------
Audit Fees                   $23,076          59%        $34,474          89%
Audit-Related Fees            16,328          41           4,187          11
Tax Fees                           0           0               0           0
All Other Fees	                   0           0               0           0
Total Fees                   $39,404        100%         $38,661         100%

The audit-related fees in 2001 included professional services associated with
the Company's Securities Act Registration Statement.  Audit-related fees in
2002 included professional services associated with the Company's Securities
Act Registration Statement and with the Company's periodic reporting under the
Securities Exchange Act of 1934, including a Report on Form 8-K and Reports on
Form 10-QSB.  Fees associated with all such services during 2002 were
attributable to work performed by full-time, permanent employees of the
Company's principal accountant.

                                          21

<PAGE>





                          TRANS-CENTURY RESOURCES, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS
                                       AND
                          INDEPENDENT AUDITORS' REPORT

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001









                                      F-1
<PAGE>


                          TRANS-CENTURY RESOURCES, INC.

                       CONSOLIDATED FINANCIAL STATEMENTS

                                TABLE OF CONTENTS


                                                                      PAGE
                                                                      ----

INDEPENDENT AUDITORS' REPORT                                           F-3

Consolidated FINANCIAL STATEMENTS

 Consolidated Balance Sheet                                            F-4

 Consolidated Statements of Operations                                 F-5

 Consolidated Statements of Stockholders' Equity and Partners'
   Capital                                                             F-6
         5

 Consolidated Statements of Cash Flows                                 F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                          F-8 - F-16




                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT



To The Board of Directors and Stockholders of
Trans-Century Resources, Inc.

We have audited the  accompanying  consolidated  balance sheet of  Trans-Century
Resources,  Inc.  (the  Company)  as  of  December  31,  2002  and  the  related
consolidated  statements  of  operations,   consolidated   stockholders'  equity
(deficit) and partners' capital, and consolidated cash flows for the years ended
December 31, 2002 and 2001.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  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 in the first  paragraph
present  fairly,   in  all  material   respects,   the  financial   position  of
Trans-Century  Resources,  Inc. as of December 31, 2002,  and the results of its
operations  and its cash flows for the years ended December 31, 2002 and 2001 in
conformity with U.S. generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 13, the
Company has a working capital deficiency of $235,493,  an accumulated deficit of
$1,880,449  and a net loss for the year ended  December  31,  2002 of  $713,389.
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 partially
described in Note 13. 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.




April 23, 2003
Austin, Texas



                                       F-3
<PAGE>
                          TRANS-CENTURY RESOURCES, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002

                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                         $      264
  Restricted cash                                                      250,000
  Accounts receivable                                                  112,746
  Prepaid expenses                                                       4,196
                                                                    ----------
     Total Current Assets                                              367,206

PROPERTY AND EQUIPMENT, net                                             28,407

OTHER ASSETS                                                               250
DEPOSITS                                                                 5,768
                                                                    ----------
TOTAL ASSETS                                                        $  401,631
                                                                    ==========

CURRENT LIABILITIES
   Accounts payable                                                 $  156,893
   Accounts payable - related party                                     15,991
   Bank overdraft                                                       13,921
   Accrued expenses                                                      1,307
   Accrued interest                                                     20,587
   Deferred revenue                                                     16,002
   Notes payable                                                       300,000
   Obligations under capital lease, current portion                      7,648
   Line of credit                                                       70,350
                                                                    ----------
      Total Current Liabilities                                        602,699
                                                                    ----------
OTHER LIABILITIES
   Due to officers and directors, long-term                          1,649,570
   Obligations under capital lease, net of current portion              16,311
                                                                    ----------
      Total Other Liabilities                                        1,665,881
                                                                    ----------
TOTAL LIABILITIES                                                    2,268,580
                                                                    ----------
STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock (8,000,000 authorized, $.001 par,
    -0- issued and outstanding)                                           -0-
   Common  stock  (100,000,000 authorized, $.001 par,
    14,000,000 issued and 13,500,000 outstanding                        14,000
  Accumulated deficit                                               (1,880,449)
   Treasury stock (500,000 shares of common stock, at cost)               (500)
                                                                    ----------
      Total Stockholders' Equity (Deficit)                          (1,866,949)
                                                                    ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                $  401,631
                                                                    ==========

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-4
<PAGE>

                          TRANS-CENTURY RESOURCES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

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

REVENUES                                         $    565,016       $   727,300
                                                 ------------       -----------
EXPENSES
   Selling, general and administrative                361,196           559,519
   Salaries and related expenses                      528,921           381,760
   Impairment expense                                     -0-           933,358
   Legal and accounting fees                          126,304           112,142
   Office supplies                                     26,842            19,063
   Rent                                                97,304            78,790
   Bank charges                                           451              206
                                                 ------------       -----------
      Total Operating Costs and Expenses            1,141,018         2,084,838
                                                 ------------       -----------
OPERATING INCOME (LOSS)                              (576,002)       (1,357,538)
                                                 ------------       -----------
OTHER INCOME (EXPENSE)
   Interest expense                                    (8,592)           (9,841)
   Interest expense-related party                    (128,795)          (68,331)
                                                 ------------       -----------
      Total Other Income (Expense)                   (137,387)          (78,172)
                                                 ------------       -----------
INCOME (LOSS) BEFORE TAXES                           (713,389)       (1,435,710)

PROVISION FOR TAXES                                       -0-                -0-
                                                 ------------       -----------
NET INCOME (LOSS)                                $   (713,389)      $(1,435,710)
                                                 ============       ===========
Earnings (Loss) Per Share
   Basic and diluted                             $      (.05)       $      (.13)
                                                 ============       ===========

   Weighted Average Common Shares outstanding
    during the period, basic and diluted           13,680,411        11,095,890
                                                 ============       ===========










                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-5
<PAGE>

<TABLE>
<CAPTION>
                          TRANS-CENTURY RESOURCES, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                              AND PARTNERS' CAPITAL
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                                   Common Stock          Treasury Stock
                                             ----------------------     -----------------     Partner's   Accumulated
                                               Shares        Amount    Shares    Amount        Capital      Deficit        Total
                                             ---------      -------    -------   -------      ---------   -----------    ---------
<S>                                          <C>            <C>        <C>       <C>          <C>         <C>            <C>
Balance at January 1, 2001                         -0-      $   -0-        -0-    $ -0-       $ 300,244   $      -0-     $ 300,244

Partner distributions through
  Trans-Century LP                                 -0-          -0-        -0-      -0-         (21,000)         -0-       (21,000)

Conversion of Trans-Century L.P. to
 Trans Century Resources, Inc.                   1,000        1,000        -0-      -0-        (279,244)     278,244           -0-

Acquisition of NuHealth Employee
 Assistance Program                                200          200        -0-      -0-             -0-        1,787         1,987

Acquisition of eInsure as a
 recapitalization                           13,998,800       12,800        -0-      -0-             -0-      (11,381)        1,419
                                            ----------      -------    -------   -------      ---------   -----------    ---------

Balance at November 19, 2001 (merger date)  14,000,000       14,000        -0-      -0-             -0-      268,650       282,650

Net loss for the year ended
 December 31, 2001                                 -0-          -0-        -0-      -0-             -0-   (1,435,710)   (1,435,710)
                                            ----------      -------    -------   -------      ---------   -----------    ---------

Balance at December 31, 2001                14,000,000       14,000        -0-      -0-             -0-   (1,167,060)   (1,153,060)

Acquisition of treasury stock                      -0-          -0-    500,000     (500)            -0-          -0-          (500)

Net loss for the year ended
 December 31, 2002                                 -0-          -0-        -0-      -0-             -0-     (713,389)     (713,389)
                                            ----------      -------    -------   -------      ---------   -----------    ---------

Balance at December 31, 2002                14,000,000      $14,000    500,000    $(500)         $  -0-   $(1,880,449)  $(1,866,949)
                                            ==========      =======  =========    =====          ======   ===========   ===========
</TABLE>




                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       F-6
<PAGE>
                          TRANS-CENTURY RESOURCES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                          2002          2001
                                                        ---------   -----------
CASH FLOWS USED BY OPERATING ACTIVITIES:
Net income (loss)                                       $(713,389)  $(1,435,710)
Adjustments to reconcile net loss to cash used by
 operating activities
   Stock issued in acquisition                                -0-         3,406
   Depreciation and amortization                           11,395        11,184
Changes in operating assets and liabilities
  Increase in restricted cash                                 -0-      (250,000)
   Decrease in accounts receivable                         26,787       703,219
   Decrease in other current assets                           247         2,893
   Increase in deposits and prepaid expenses               (4,196)         (499)
   Increase in accounts payable                            63,262       113,012
   Increase (decrease) in other accrued expenses          (76,210)        82,629
   Increase in deferred revenue                            16,002           -0-
                                                        ---------   -----------
NET CASH USED BY OPERATING ACTIVITIES                    (676,102)     (769,866)
                                                        ---------   -----------
CASH FLOWS USED FOR INVESTING ACTIVITIES
   Acquisition of fixed assets                             (1,497)       (3,397)
                                                        ---------   -----------
NET CASH USED FOR INVESTING ACTIVITIES                     (1,497)       (3,397)
                                                        ---------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from notes payable                             50,000       250,000
   Payments under capital leases                           (5,166)       (1,941)
   Distributions                                              -0-       (21,000)
   Proceeds from advances by partners                     631,670       543,000
   Purchase of treasury stock                                (500)          -0-
   Payments on line of credit                                (650)          -0-
                                                        ---------   -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 675,354       770,059
                                                        ---------   -----------
NET DECREASE IN CASH                                       (2,245)       (3,204)

CASH AND CASH EQUIVALENTS, beginning of year                2,509         5,713
                                                        ---------   -----------
CASH AND CASH EQUIVALENTS, end of year                  $     264   $     2,509
                                                        =========   ===========
CASH PAID FOR INTEREST                                  $   8,111   $     3,929
                                                        =========   ===========
TAXES PAID                                              $     -0-   $       -0-
                                                        =========   ===========
NON-CASH FINANCING AND INVESTING ACTIVITIES
   Purchase of fixed assets under capital leases        $  23,079   $     7,987
                                                        =========   ============
   Issuance of common stock for assets acquired         $     -0-   $     1,987
                                                        =========   ===========
   Stock issued in eInsure acquisition                  $     -0-   $     1,419
                                                        =========   ===========
   Acquisition of CHRC for a note payable               $     -0-   $    30,000
                                                        =========   ===========

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                       F-7
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          TRANS-CENTURY RESOURCES, INC.
                           DECEMBER 31, 2002 AND 2001

NOTE 1:   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

          ORGANIZATION

          On December 22, 1994,  an entity  which had been  conducting  business
          since 1982 as  Trans-Century  Resources was  organized  into a limited
          partnership, TCO Trans- Century, Ltd. (TCO).

          Effective  October 31,  2001,  TCO  transferred  all right,  title and
          interest in TCO to Trans-Century Resources,  Inc., a Texas corporation
          (T-C Texas),  in exchange  for 1,000 shares of no-par  common stock of
          T-C Texas.  At the date of transfer,  TCO's  assets  included a wholly
          owned subsidiary,  Community Health Risk Corporation (CHRC), a captive
          insurance company domiciled in the British Virgin Islands.

          CHRC was  originally  owned by a group  including a shareholder of the
          Company.  TCO had provided  services to and invoiced CHRC for billable
          hours and out of pocket  expenses  associated  with the development of
          its  community  based  health plan  concept  until mid 2001,  when TCO
          acquired  the  stock  of  CHRC  for  $30,000  of debt  payable  to the
          shareholder of the Company.  CHRC had recorded an intangible  asset of
          approximately  $933,000 to reflect  capitalization amounts invoiced by
          TCO. At year end 2001 it was determined that there was no value to the
          intangible  asset  of  approximately   $933,000  associated  with  the
          Company's  investment in CHRC,  and as such it was impaired under SFAS
          121,  "Accounting for the Impairment of Long Lived Assets and for Long
          Lived  Assets  to  be  Disposed  of."  The  $30,000   related  to  the
          acquisition  was expensed  under SOP 98-5,  "Reporting on the Costs of
          Start-Up  Activities."  The  acquisition  was  accounted  for  by  the
          purchase  method of accounting and,  accordingly,  the assets acquired
          and liabilities assumed were recorded at fair value. CHRC was inactive
          and there was no activity in 2001.

          In addition,  an individual  transferred  assets of NuHealth  Employee
          Assistance  Program  valued at $1,987 to T-C Texas in exchange for 200
          shares of no-par common stock of T-C Texas.

          Effective November 19, 2001, eInsure Networks Corporation  ("eInsure")
          consummated  a Merger  Agreement  (the  "Agreement")  with T-C  Texas,
          whereby the stockholders of T-C Texas exchanged their shares of common
          stock for common stock of eInsure. Before to the merger, eInsure was a
          development  stage  corporation  with no  operations.  For  accounting
          purposes the acquisition has been treated as a recapitalization of T-C
          Texas with T-C Texas as the acquirer in a reverse acquisition.


                                       F-8
<PAGE>


                          TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Continued)
                           DECEMBER 31, 2002 AND 2001


NOTE 1:   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          The  historical  financial  statements  are those of T-C Texas and its
          predecessor TCO. Concurrent with the merger,  eInsure changed its name
          to  Trans-Century  Resources,  Inc.  (the  Company).  Pursuant  to the
          Agreement,  the  shareholders  of T-C Texas exchanged all their shares
          into 12,000,000  shares or approximately  85.7% of the common stock of
          eInsure. The  shareholders of  eInsure before  the  Agreement hold the
          remaining  2,000,000  shares  of the  14,000,000  total  shares of the
          Company  issued  and  outstanding  subsequent  to  the  merger.  Those
          2,000,000  shares  were valued at $1,419,  or $.0007 per share,  based
          upon the value associated with the exchange of shares of T-C Texas for
          TCO partners' capital of $9,933.

          Prior  to  the  merger,  the  principal  stockholder  of  eInsure  was
          AppleTree   Investments   Company,   Ltd.   There  were  no   material
          relationships  between  (i) T-C  Texas or any of its  affiliates,  any
          officer or director of T-C Texas or any associate of any such director
          or officer, and (ii) eInsure or any of its affiliates,  any officer or
          director for eInsure or any associate of any such director or officer,
          except  that  Larry  Stockman,  an  officer,  director  and  principal
          stockholder of T-C Texas is the brother-in-law of the former president
          and sole director of eInsure.

          The  Agreement  provided  that  certain   individuals  named  therein,
          including  the three  principal  stockholders  of T-C Texas,  would be
          elected  as  directors  of the  surviving  corporation  and  that  the
          previous sole director would resign.

          Trans-Century  Resources,  Inc. is a managed care consulting  business
          that services clients  throughout the United States.  Its wholly owned
          captive  insurance  subsidiary,  CHRC, is inactive.  At year end 2001,
          management  deemed  the  intangible  asset of  approximately  $933,000
          associated with the Company's  investment in CHRC to be impaired under
          Statement of Financial Accounting Standards #121,  "Accounting for the
          Impairment  of Long  Lived  Assets  and for  Long-Lived  Assets  to be
          Disposed Of", and charged such amounts to operations at that time.

          PRINCIPLES OF CONSOLIDATION

          The  accompanying   consolidated   financial  statements  include  the
          accounts  of T-C  Texas and its  wholly  owned  subsidiary,  Community
          Health  Risk  Corporation  (CHRC),   collectively  the  Company.   All
          significant   intercompany   accounts  and   transactions   have  been
          eliminated in the consolidation.




                                      F-9
<PAGE>


                          TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)
                           DECEMBER 31, 2002 AND 2001


NOTE 1:   ORGANIZATION AND SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

          PROPERTY AND EQUIPMENT

          Property and  equipment  are stated at cost and  depreciated  over the
          estimated  useful  lives  (ranging  from 5 to 7 years) of the  related
          assets using the double  declining  balance  method.  Maintenance  and
          repairs  are charged to  operations  as incurred  and  betterments  of
          existing assets are capitalized.

          Impairment losses are recorded on long-lived assets used in operations
          when indicators of impairment are present and undiscounted  cash flows
          estimated  to be  generated  by those assets are less than the assets'
          carrying  amount.  There  has  been no  impairment  for  property  and
          equipment recorded in the financial statements.

          REVENUE RECOGNITION

          The  Company  recognizes  service  contract  revenue as  services  are
          rendered under the terms of the related agreements, which are executed
          by both parities and generally  specify  payment of an hourly rate for
          such services and reimbursement of expenses.

          CASH AND CASH EQUIVALENTS

          For financial  reporting  purposes,  the Company  considers all highly
          liquid  investments  with a  maturity  of three  months or less,  when
          acquired, to be cash equivalents.

          At December 31,  2002,  the Company had  $250,000 in  restricted  cash
          dedicated  to the  repayment  of a  loan  payable  due to a  financial
          institution.

          ACCOUNTS  RECEIVABLE

          The Company provides for uncollectible  accounts  receivable using the
          allowance  method of  accounting  for bad debts.  Under this method of
          accounting,  a  provision  for  uncollectible  accounts  is charged to
          earnings.  The  allowance  account is increased or decreased  based on
          past  collection  history  and  management's  evaluation  of  accounts
          receivable.  All amounts considered  uncollectible are charged against
          the  allowance  account  and  recoveries  of  previously  charged  off
          accounts are added to the  allowance.  For the year ended December 31,
          2002, allowance for doubtful accounts for accounts receivable was $0.


                                      F-10
<PAGE>


                          TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)
                           DECEMBER 31, 2002 AND 2001


NOTE 1:   ORGANIZATION AND SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

          INCOME TAXES

          The Company  accounts for income taxes under the Financial  Accounting
          Standards Board Statement of Financial  Accounting  Standards No. 109,
          "Accounting for Income Taxes"  ("Statement 109"). Under statement 109,
          deferred tax assets and  liabilities are recognized for the future tax
          consequences   attributable  to  differences   between  the  financial
          statement  carrying  amounts of existing  assets and  liabilities  and
          their  respective tax basis.  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.  Under Statement 109, the effect on deferred tax
          assets  and  liabilities  of a change  in tax rates is  recognized  in
          income in the period that includes the enactment  date.  There were no
          current or deferred  income tax expense or benefits due to the Company
          for the years ended  December 31, 2002 and 2001. At December 31, 2002,
          the  Company  has a  potential  deferred  tax  asset of  approximately
          $200,000,  which  has  been  fully  reserved,  arising  from  the  net
          operating losses aggregating  approximately  $800,000. At December 31,
          2001, the Company has a potential  deferred tax asset of approximately
          $30,000,  which has been fully  reserved,  arising from net  operating
          losses aggregating $120,000. These net operating loses begin to expire
          in 2020.

          ESTIMATES

          The  preparation  of  financial  statements  in  conformity  with U.S.
          generally accepted  accounting  principles requires management to make
          estimates and assumptions  that affect the reported  amounts of assets
          and liabilities and disclosure of contingent assets and liabilities at
          the date of the  financial  statements  and the  reported  amounts  of
          revenues and expenses  during the  reporting  period.  Actual  results
          could differ from those estimates.


NOTE 2:  PROPERTY AND EQUIPMENT

          Property and equipment consist of the following:

                 Furniture and fixtures                            $114,992
                 Less accumulated depreciation                      (86,585)
                                                                   --------
                       Net Depreciable Assets                      $ 28,407
                                                                   ========

          Depreciation and amortization expense for the years ended December 31,
          2002 and 2001 was $11,395 and $11,184.

                                      F-11
<PAGE>


                          TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)
                           DECEMBER 31, 2002 AND 2001

NOTE 3:   DUE TO OFFICERS

          During the  year-ended  December 31,  2002,  officers  made  unsecured
          advances to the Company.  At December  31,  2002,  due to officers was
          $1,649,570.  During the year, the Company received  advances  totaling
          $631,670 and made payments of $-0-.  Included in due to officers is an
          unsecured note payable to a director in the amount of $1,594,570.  The
          note  accrues  interest  at 7.5%  per  annum.  Principal  payments  of
          $100,000  shall be made on a  quarterly  basis  commencing  October 1,
          2004.  Accrued  interest on the note shall be payable monthly upon the
          Company's  receipt of equity  funding in an amount equal to or greater
          than  $2,000,000.  However,  a minimum  monthly  payment  for  accrued
          interest of $1,500 must be made beginning April 2003. Also included in
          due to  officers  is an  unsecured  note  payable  to a  director  for
          $30,000,  due January 1, 2004,  bearing  interest at prime plus 1.75%.
          The remaining due to officer  balance is composed of a $25,000 advance
          from an officer due January 1, 2004, with interest from July 10, 2001,
          at a rate of 9% annually.


NOTE 4:   NOTES PAYABLE

          Notes  payable at December  31, 2002  consisted  of a note  payable of
          $250,000 to financial  institution,  due September  27, 2003,  bearing
          interest at a rate of 3.4%, and is secured in full by a certificate of
          deposit and personally guaranteed by officers of the Company.

          During the year ended  December 31, 2002,  the Company  entered into a
          $50,000 unsecured note payable  agreement with an individual,  bearing
          an interest rate of 6%. Under its terms,  the individual is to receive
          35.8% of commissions  received by the company, if any, for the sale of
          medical supplies through the group purchasing program sponsored by the
          Company and  introduced by the  individual,  for a period of 20 years.
          All such payments made shall be applied against the principal  balance
          and/or  accrued  interest of the note.  No  payments  were made during
          2002.

          Beginning  in January  2004,  the Company  must begin  making  monthly
          payments of principal and interest on the note balance  outstanding as
          of December 31, 2003. Monthly payment amounts will be determined based
          upon a  thirty-six  month  amortization  period,  and will be  reduced
          accordingly  for any  commission  payments made during the three years
          ending December 31, 2006.

          The  individual  has the  option,  for a period  of 90 days  after the
          Company's stock is available for public trading, to convert any unpaid
          principal  balance on the note into common stock of the  Company.  The
          amount of such  stock to be issued  will vary  based  upon the  unpaid
          balance of the note up to a maximum of 2% of the Company's outstanding
          stock at the date of conversion.

                                      F-12
<PAGE>


                         TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)
                           DECEMBER 31, 2002 AND 2001

NOTE 5:   LINE OF CREDIT

          The  Company  has a  line  of  credit  of  $75,000  with  a  financial
          institution secured by personal guarantees by officers of the Company.
          Interest  on the line of credit is  computed  daily at the prime  rate
          plus 1.75%. Total amount outstanding at December 31, 2002 was $70,350.
          Interest  expense on the line of credit at December  31, 2002 and 2001
          was approximately $4,200 and $6,400, respectively.


NOTE 6:   RETIREMENT PLAN

          The Company provides a SIMPLE retirement plan for all employees age 18
          and over with one year of service.  The plan is a defined contribution
          plan under which the Company matched 100% of employee contributions up
          to 3% of gross salary. Employer contributions were $10,049 and $13,061
          for the years ended December 31, 2002 and 2001, respectively.


NOTE 7:   CAPITAL LEASE OBLIGATIONS

          The Company is obligated under capital leases for computer  equipment.
          Payments  are due  monthly and  include  interest at 7%. The  computer
          equipment is included in furniture  and  equipment at cost of $31,066.
          Accumulated  depreciation  includes  $5,324  in  depreciation  expense
          related to these assets. Future minimum payments due under the capital
          leases are as follows:

                     2003                                           $ 8,732
                     2004                                             7,072
                     2005                                             6,438
                     2006                                             4,845
                                                                    -------
                           Total                                     27,087
                 Less amounts representing interest                  (3,128)
                                                                    -------
                 Present value of minimum lease payments             23,959
                 Less current installments                           (7,648)
                                                                    -------
                 Obligations due under capital leases,
                   net of current portion                           $16,311
                                                                    =======


                                      F-13
<PAGE>


                          TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)
                           DECEMBER 31, 2002 AND 2001


NOTE 8:   COMMITMENTS AND CONTINGENCIES

          The Company  leases  office space and  equipment  under  noncancelable
          operating leases expiring September 2007. Total rent expense under all
          operating  leases for the years ended  December 31, 2002 and 2001, was
          approximately $99,000 and $79,000, respectively.

          Future minimum lease payments under noncancelable operating leases are
          as follows:

                    2003                                    $  64,842
                    2004                                       65,281
                    2005                                       67,033
                    2006                                       68,786
                    2007                                       52,575
                                                            ---------
                        Total                               $ 318,517
                                                            =========

          The Company has entered into employment agreements that are contingent
          upon the raising of additional  capital,  with three employees through
          December  31,  2003.  Should  the  Company  terminate  the  employment
          agreement  without  cause,  the Company would be liable for one year's
          base  salary.  If  terminated  upon a change in control of the Company
          each  officer is entitled to two year's base  salary.  At December 31,
          2002, the total annual base salary of the three employment  agreements
          contingent upon the raising of capital was approximately $420,000.

          During the year ended December 31, 2002, the Company also entered into
          an unsecured note payable agreement with an individual. In addition to
          scheduled  payments of  principal  and  interest  beginning in January
          2004, it calls for the payment of 35.8% of any commissions received by
          the  Company  for the  sale of  medical  supplies  through  the  group
          purchasing  program  sponsored by  the Company  and introduced  by the
          individual  for  a  period of 20 years.  Commission payments  received
          through  December  2006 may be used to reduce the  scheduled principal
          and interest payments. No payments were made during 2002.





                                      F-14
<PAGE>

                          TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)
                           DECEMBER 31, 2002 AND 2001

NOTE 9:   RELATED PARTY TRANSACTIONS

          During the  year-ended  December 31,  2002,  officers  made  unsecured
          advances to the Company.  At December  31,  2002,  due to officers was
          $1,649,570.  During the year, the Company received  advances  totaling
          $631,670 and made payments of $-0-.  Included in due to officers is an
          unsecured note payable to a director in the amount of $1,594,570.  The
          note  accrues  interest  at 7.5%  per  annum.  Principal  payments  of
          $100,000  shall be made on a  quarterly  basis  commencing  October 1,
          2004.  Accrued  interest on the note shall be payable monthly upon the
          Company's  receipt of equity  funding in an amount equal to or greater
          than  $2,000,000.  However,  a minimum  monthly  payment  for  accrued
          interest of $1,500 must be made beginning April 2003. Also included in
          due to  officers  is an  unsecured  note  payable  to a  director  for
          $30,000,  due January 1, 2004,  bearing  interest at prime plus 1.75%.
          The remaining due to officer  balance is composed of a $25,000 advance
          from an officer due January 1, 2004, with interest from July 10, 2001,
          at a rate of 9% annually.

NOTE 10:  CONCENTRATIONS OF CREDIT RISK

          The Company's financial instruments that are exposed to concentrations
          of credit  risk  consist  of cash and cash  equivalents.  The  Company
          places  its cash and  cash  equivalents  with  higher  credit  quality
          financial institutions, however for limited periods of time during the
          year,  bank balances in deposit were in excess of the Federal  Deposit
          Insurance Corporation insurance limit.

          In  2002,  three  customers  accounted  for more  than 10% of  Company
          revenues.  Revenues  for  services  provided to  El Paso Quality  Care
          Network were approximately $83,000, Integrated Community Partners/Pri-
          Med  Health  Network  were  approximately  $80,000, and  Family Health
          Network were approximately $70,000.

          In 2001  customers  accounting  for more than 10% of Company  revenues
          included   Community  Health  Risk   Corporation  with   approximately
          $211,000,  and Integrated  Community  Partners/Pri-Med  Health Network
          with approximately $85,000.


NOTE 11:  LOSS PER SHARE

          Basic and diluted loss per common  share for the years ended  December
          31, 2002 and 2001 is computed  based upon the weighted  average number
          of common and dilutive  potential common shares outstanding as defined
          by  Financial  Accounting  Standards  No. 128  "Earnings  Per  Share".
          Warrants to purchase  shares of common stock were  outstanding  during
          the period but the inclusion of those  potential  common shares in the
          computation   of  diluted   loss  per  common   share  would  have  an
          Anti-Dilutive effect.  Therefore,  basic and diluted per-share amounts
          are the same.

                                      F-15
<PAGE>

                         TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)
                           DECEMBER 31, 2002 AND 2001


NOTE 12:  CAPITAL STOCK

          Preferred  Stock - Effective with agreement and plan of merger and set
          forth in the restated  Certificate  of  Incorporation,  the Company is
          authorized to issue  8,000,000  shares of preferred stock at $.001 par
          value, with such designations,  preferences,  limitations and relative
          rights  as may be  determined  from  time  to  time  by the  Board  of
          Directors.  No  preferred  shares have been issued as of December  31,
          2002.

          Common Stock - The Company is authorized to issue  100,000,000  shares
          of common stock at $.001 par value. The Company has 14,000,000  shares
          issued and 13,500,000 outstanding as of December 31, 2002.

          Common  Stock  Warrants - Pursuant to the  continuing  agreement  with
          PageOne Business Productions, LLC, 350,000 warrants to purchase stock,
          exercisable at $1.00 per share were issued and outstanding at December
          31,  2002.  These  warrants  enable  holder to purchase  shares of the
          Company's  stock  through  November 19, 2006.  At the time of original
          issuance  the  warrants  were not  assigned  an  initial  value or any
          accretion as their estimated fair market value  approximated  zero. As
          of December 31, 2002, all warrants issued were outstanding.


NOTE 13:  GOING CONCERN

          As reflected in the accompanying financial statements, the Company has
          a working capital  deficiency of $235,493,  an accumulated  deficit of
          $1,880,449  and a net loss for the year  ended  December  31,  2002 of
          $713,389.  Accordingly,  the  ability of the  Company to continue as a
          going  concern  is  dependent  on  the  Company's   ability  to  raise
          additional  capital and  implement  its business  plan.  The financial
          statements do not include any  adjustments  that might be necessary if
          the Company is unable to continue as a going concern.

          The Company expects to incur losses for the near future, but is in the
          process of developing  additional  revenue sources that complement its
          business plan. One of the Company's  shareholders is presently funding
          its working capital requirements on an as needed basis; however, there
          is no assurance that such funding will be available indefinitely.

          Management believes that the Company will be successful in meeting its
          working capital needs from operations and from private financing until
          alternative financing can be secured through the sale of equity or the
          issuance of debt. However,  there is no assurance that such efforts to
          raise  capital or secure other  financing  will be  successful.  These
          factors,  among others,  raise  substantial  doubt about the Company's
          ability to continue as a going concern.


                                      F-16
<PAGE>




                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   TRANS-CENTURY RESOURCES, INC.

Date     July 8, 2003           By: /s/ Mary W. Patterson
                                    ---------------------
                                   Name: Mary W. Patterson
                                   Title:  Chief Executive Officer


     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.


Date     July 8, 2003           By: /s/ Mary W. Patterson
                                    ---------------------
                                   Name: Mary W. Patterson
                                   Title: Chief Executive Officer, Director

Date     July 8, 2003           By: /s/ D. L. Patterson
                                    ---------------------
                                   Name: D. L. Patterson
                                   Title: Chairman of the Board, Secretary

Date     July 8, 2003           By: /s/ Larry Stockman
                                    ---------------------
                                   Name: Larry Stockman
                                   Title: Director

Date     July 8, 2003           By: /s/ Stephen L. Cobb
                                    ---------------------
                                   Name: Stephen L. Cobb
                                   Title: Chief Financial Officer





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<PAGE>

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
                             RULES 13a-14 AND 15d-14
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Trans-Century Resources, Inc. (the
"Company") on Form 10-KSB for the period ending December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Mary W. Patterson, Chief Executive Officer of the Company, certify, pursuant to
Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adopted
pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

1.   I have reviewed the Report;

2.   Based upon my knowledge, the Report does not contain any untrue statement
     of a material fact or omit to state a material fact necessary in order to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading;

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

4.   I and the other certifying officers of the Company:

a.   are responsible for establishing and maintaining disclosure controls and
     procedures for the Company;

b.   have designed such disclosure controls and procedures to ensure that
     material information is made known to us, particularly during the period in
     which the Report is being prepared;

c.   have evaluated the effectiveness of the Company's disclosure controls and
     procedures within 90 days of the date of the Report; and

d.   have presented in the Report our conclusions about the effectiveness of the
     disclosure controls and procedures based on the required evaluation.

5.   I and the other certifying officers have disclosed to the Company's
     auditors and to the audit committee of the board of directors (or persons
     fulfilling the equivalent function):

a.   all significant deficiencies in the design or operation of internal
     controls (a pre-existing term relating to internal controls regarding
     financial reporting) which could adversely affect the Company's ability to
     record, process, summarize and report financial data and have identified
     for the Company's auditors any material weaknesses in internal controls;
     and

b.   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the Company's internal controls.

6.   I and the other certifying officers have indicated in the Report whether or
     not there were significant changes in internal controls or in other factors
     that could significantly affect internal controls subsequent to the date of
     their evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.


/s/ Mary W. Patterson
---------------------
Mary W. Patterson
Chief Executive Officer

Date:  July 8, 2003

                                       23
<PAGE>

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
                             RULES 13a-14 AND 15d-14
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Trans-Century Resources, Inc. (the
"Company") on Form 10-KSB for the period ending December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Stephen L. Cobb, Chief Financial Officer of the Company, certify, pursuant to
Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adopted
pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

1.   I have reviewed the Report;

2.   Based upon my knowledge, the Report does not contain any untrue statement
     of a material fact or omit to state a material fact necessary in order to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading;

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

4.   I and the other certifying officers of the Company:

a.   are responsible for establishing and maintaining disclosure controls and
     procedures for the Company;

b.   have designed such disclosure controls and procedures to ensure that
     material information is made known to us, particularly during the period in
     which the Report is being prepared;

c.   have evaluated the effectiveness of the Company's disclosure controls and
     procedures within 90 days of the date of the Report; and

d.   have presented in the Report our conclusions about the effectiveness of the
     disclosure controls and procedures based on the required evaluation.

5.   I and the other certifying officers have disclosed to the Company's
     auditors and to the audit committee of the board of directors (or persons
     fulfilling the equivalent function):

a.   all significant deficiencies in the design or operation of internal
     controls (a pre-existing term relating to internal controls regarding
     financial reporting) which could adversely affect the Company's ability to
     record, process, summarize and report financial data and have identified
     for the Company's auditors any material weaknesses in internal controls;
     and

b.   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the Company's internal controls.

6.   I and the other certifying officers have indicated in the Report whether or
     not there were significant changes in internal controls or in other factors
     that could significantly affect internal controls subsequent to the date of
     their evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

/s/ Stephen L. Cobb
-------------------
Stephen L. Cobb
Chief Financial Officer

Date: July 8, 2003

                                       24