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

                                   FORM 10-KSB






[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT
    OF 1934 For the fiscal year ended June 30, 2002
                                      -------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
 ACT OF 1934  For the transition period from                to
                                            ----------------  -----------------

Commission File Number: 000-28033
                        ---------


                        Fuzzy Logic Software Corporation
             (Exact name of registrant as specified in its charter)

Delaware                                                             33-0880355
                                                                     ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

505 Burrard Street, Suite 680, Vancouver, British Columbia, Canada      V7X 1M4
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                 (604) 688-5180
                                  -------------
              (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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
or any amendment to this Form 10-KSB. [ ]


State issuer's revenues for its most recent fiscal year. $0.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of October 11, 2002, approximately $709,583.

As of October 17, 2002, there were 9,026,291 shares of the issuer's $.0001 par
value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                        [ ] Yes       [X] No





                                       1
<PAGE>




                                     PART I


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

Our Business. Fuzzy Logic Software Corporation, a Delaware corporation, was
incorporated in the State of Delaware on or about August 25, 1997. Our executive
offices are located at 505 Burrard Street, Suite 680, Vancouver, British
Columbia, Canada. Our telephone number is 604.688.5180.

We were originally incorporated for the purpose of developing software programs
and manufacturing control boards and computer chips for "Fuzzy Logic" control
applications. Fuzzy Logic is a computer modeling language that recognizes
multi-valued states between zero and one, thereby allowing computers to
represent or manipulate terms with greater complexity; and to exercise
"human-like" judgment in the automation of sophisticated tasks. This system
eliminates the on/off rigidity typical of computer control systems and results
in more flexible and subtle process controls. On September 16, 1997, FZZ, Inc.,
a Colorado corporation ("FZZ") was merged into and with us. Prior to the merger,
FZZ had not conducted any operations. In July 1999, our management changed and
new management decided to establish an environmental remediation business.

On January 16, 2001, we entered into a non-binding letter of intent pursuant to
which we intended to acquire Free Trade Medical Network, Inc. The proposed
acquisition was never completed, and we terminated the letter of intent and a
Share Purchase Agreement we entered into with Free Trade Medical Network, Inc.
on August 31, 2002.

In December 2001, we entered into a Share Purchase Agreement with Biosecure
Crops, Inc., ("Biosecure"), GroWmax Technologies, Inc. ("GroWmax"). We were to
acquire all the issued and outstanding shares of Biosecure's common stock in
exchange for Biosecure issuing shares to its shareholders. We also had an option
to acquire all the issued and outstanding shares of GroWmax, in exchange for
GroWmax issuing shares to its shareholders, should certain conditions be met. As
of October 15, 2002, neither of these transactions have taken place, none of the
conditions have been met, and the agreements have lapsed. Our failure to
consummate the acquisition of these companies will significantly affect our
financial performance. We will continue to seek other merger candidates. We
believe that acquisitions and joint ventures will be necessary to obtain the
proper expertise and complimentary services with firms able to provide services
which will support our future operation.

Item 2.  Description of Property.
---------------------------------

Our  Facilities.  At this time,  we occupy  facilities  provided by our Canadian
securities  counsel  at no charge to us.  This  office  space is  located at 505
Burrard Street, Suite 680, Vancouver, British Columbia, Canada.

Item 3.  Legal Proceedings.
---------------------------

We are not aware of any pending litigation nor do we have any reason to believe
that any such litigation exists.

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

Not applicable.

                                     PART II

Item 5.  Market Price for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------------

Reports to Security Holders. We are a reporting company with the Securities and
Exchange Commission. The public may read and copy any materials filed with the
SEC at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington,
D.C. 20549. The public may also obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. The address
of that site is http://www.sec.gov.



                                       2
<PAGE>




Prices of Common Stock. We participate in the OTC Bulletin Board, an electronic
quotation medium for securities traded outside of the Nasdaq Stock Market, and
prices for our common stock are published on the OTC Bulletin Board under the
trading symbol "FZZY". This market is extremely limited and the prices quoted
are not a reliable indication of the value of our common stock. As of October
11, 2002 we had a low bid price of $0.08 and a high bid price of $0.15. Over the
last 52 weeks, our common stock had a low closing price of $0.13 per share and a
high closing price of $0.39 per share. The best bid price is currently
approximately $0.08 per share.

The following table specifies the reported high and low closing prices of our
common stock on the OTCBB for the periods indicated. Source of this information
is Yahoo! Finance. Quotations reflect quotes for inter-dealer prices, without
retail mark-up, mark down or commissions and may not represent actual
transactions.

======================================== =================== ==================
                       Period                   High               Low
---------------------------------------- ------------------- ------------------
April 1, 2002 - June 30, 2002                   $0.28             $0.17
---------------------------------------- ------------------- ------------------
January 1, 2002 - March 31, 2002                $0.36             $0.17
---------------------------------------- ------------------- ------------------
October 1, 2001 - December 31, 2001             $0.39             $0.30
---------------------------------------- ------------------- ------------------
July 1, 2001 - September 30, 2001               $0.50             $0.25
---------------------------------------- ------------------- ------------------
April 1, 2001 - June 30, 2001                   $0.45             $0.29
---------------------------------------- ------------------- ------------------
January 1, 2001 - March 31, 2001                $0.58             $0.28
---------------------------------------- ------------------- ------------------
October 1, 2000 - December 31, 2000             $0.50             $0.21
---------------------------------------- ------------------- ------------------
July 1, 2000 - September 30, 2000               $0.74             $0.25
======================================== =================== ==================

We are authorized to issue 30,000,000 shares of $.0001 par value common stock,
each share of common stock having equal rights and preferences, including voting
privileges. As of June 30, 2002, 8,869,791 shares of our common stock were
issued and outstanding. We are also authorized to issue 5,000,000 shares of
$.0001 par value preferred stock, none of which is issued and outstanding.

Recent Sales of Unregistered Securities. There have been no sales of
unregistered securities within the last three years, which would be required to
be disclosed pursuant to Item 701 of Regulation S-B, except for the following:

During the year ended June 30, 2000, we completed a private placement offering
of 500,000 units at a price of $.50 per unit, and received proceeds of $213,990
net of offering costs of $36,010, of which $25,000 was paid to Cascade, Inc. as
a finder's fee. Each unit consisted of one share of our common stock and a
warrant to purchase one share of our common stock at $.50 per share. The
warrants lapsed during the year ended June 30, 2002.

During the year ended June 30, 2001, we issued 2,400,000 shares of our common
stock in a private placement offering at a price of $.10 per share and received
proceeds of $240,000. There were no commissions paid on the sale of these
shares.

In June 2002, we issued 360,000 shares of our common stock in a private
placement offering at a price of $.20 per share and received proceeds of
$72,000. There were no commissions paid on the sale of these shares. During the
year ended June 30, 2002, we also issued 1,371,835 shares of our common stock in
satisfaction of a $274,367 debt owed to Cascade Financial Corporation, a related
entity. Also during the year ended June 30, 2002, we issued 162,500 shares of
our common stock to a mergers and acquisitions consultant for services valued at
$29,250.

These shares were issued in transactions which we believe satisfy the
requirements of that certain exemption from the registration and prospectus
delivery requirements of the Securities Act of 1933, which exemption is
specified by the provisions of Section 5 of that act and Regulation S. The
investors were non-U.S. persons and the sale was made in an offshore
transaction. No directed selling efforts were made in the United States by us or
any person acting on our behalf. The offer or sale was not made to a U.S. person
or for the account or benefit of a U.S. person. The purchasers of the securities
certified that they were not U.S. persons and they were not acquiring the
securities for the account or benefit of any U.S. person. The purchaser of the
securities has agreed to resell such securities only in accordance with the
provisions of Regulation S or pursuant to registration under the Securities Act
of 1933. The shares of common stock issued to the purchaser contain a legend to
the effect that transfer is prohibited except in accordance with the provisions
of this Regulation S or pursuant to registration under the Securities Act of
1933. We will not register any transfer of the securities unless such transfer
is made in accordance with the provisions of Regulation S or pursuant to
registration under the Securities Act of 1933.




                                       3
<PAGE>




Common Stock. The holders of our common stock are entitled to one vote for each
share held of record on all matters to be voted on by those shareholders. In the
event of liquidation, dissolution, or winding up of the Company, the holders of
our common stock are entitled to share ratably in all assets remaining available
for distribution to them after payment of our liabilities and after provision
has been made for each class of stock, if any, having preference over our common
stock. Holders of shares of our common stock, as such, have no conversion,
preemptive or other subscription rights, and there are no redemption provisions
applicable to our common stock.

Non-Cumulative Voting. The holders of shares of our common stock do not have
cumulative voting rights, which means that the holders of more than 50% of our
outstanding common stock, voting for the election of our directors, may elect
all of our directors to be elected, if they so desire, and, in such event, the
holders of our remaining common stock may not be able to elect any of our
directors.

Registration  Rights.  Existing  holders of shares of our  common  stock are not
entitled to rights with  respect to the  registration  of such shares  under the
Securities Act.

Dividends. The payment by us of dividends, if any, in the future, shall be
determined by our Board of Directors, in its discretion, and will depend on,
among other things, our earnings, our capital requirements, and our financial
condition, as well as other relevant factors. We have not paid or declared any
dividends to date. Holders of common stock are entitled to receive dividends as
declared and paid from time to time by our Board of Directors from funds legally
available. We intend to retain any earnings for the operation and expansion of
our business. We continue to operate at a loss and, therefore, do not anticipate
paying cash dividends in the foreseeable future.

Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

     o  a description of the nature and level of risk in the market for penny
        stocks in both public offerings and secondary trading;
     o  a description of the broker's or dealer's duties to the customer and of
        the rights and remedies available to the customer with respect to
        violation to such duties or other requirements of securities' laws;
     o  a brief, clear, narrative description of a dealer market, including
        "bid" and "ask" prices for penny stocks and the significance of the
        spread between the "bid" and "ask" price;
     o  a toll-free telephone number for inquiries on disciplinary actions;
     o  definitions of significant terms in the disclosure document or in the
        conduct of trading in penny stocks; and
     o  such other information and is in such form (including language, type,
        size and format), as the Securities and Exchange Commission shall
        require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

     o  the bid and offer quotations for the penny stock;
     o  the compensation of the broker-dealer and its salesperson in the
        transaction;
     o  the number of shares to which such bid and ask prices apply, or other
        comparable information relating to the depth and liquidity of the market
        for such stock; and
     o  monthly account statements showing the market value of each penny stock
        held in the customer's account.



                                       4
<PAGE>




In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

Item 6.  Management's Discussion and Analysis of Financial Condition or Plan
of Operation.
----------------------------------------------------------------------------

This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.

Liquidity. We have been in the development stage since August 25, 1997
(inception). As of June 30, 2002, we had total assets of $94, which consisted of
cash. We have an advance due from a merger candidate in the amount of $41,900,
which we regard as uncollectible and therefore has zero value. We also have
$48,557 in notes receivable that we regard as uncollectible and therefore those
notes receivable have zero value.

At June 30, 2002, we had total liabilities of $83,480, which included $25,231 in
accrued liabilities and $58,249 due to a related party, Cascade, Inc., which is
a major shareholder. At inception, we entered into a fee and cost reimbursement
arrangement with this major shareholder. In connection with this arrangement, a
management fee of $100,000 is charged to us each year. In April 2002, we issued
1,371,835 shares to Cascade, Inc., in satisfaction of $274,367 of debt.

We are not aware of any trends, demands, commitments or uncertainties that will
result in our liquidity decreasing or increasing in a material way. We believe
that from our cash resources at June 30, 2002, which totaled $94, we will not be
able to maintain our current operations. Because these resources are
insufficient to continue operations, we may be required to raise additional
funds or arrange for additional financing over the next 12 months to adhere to
our development schedule. No assurance can be given that we will have access to
additional cash in the future, or that funds will be available on acceptable
terms to satisfy our cash requirements.

Results of Operations. As of June 30, 2002, we have not yet realized any revenue
from operations. The Statement of Operations for the fiscal year ended June 30,
2002 specifies a net loss of $238,993.

Our success is materially dependent upon our ability to satisfy additional
financing requirements. We are reviewing our options to raise substantial equity
capital. We cannot presently estimate when we will begin to realize revenues. In
order to satisfy our capital requirements, management has held and continues to
conduct negotiations with various investors. We anticipate that these
negotiations will result in additional investment income for us. To achieve and
maintain competitiveness, we may be required to raise additional substantial
funds. We anticipate that we will need to raise significant capital to develop,
promote and conduct our operations. Such capital may be raised through public or
private financing as well as borrowing and other sources. There can be no
assurance that funding for our operations will be available under favorable
terms, if at all. If adequate funds are not available, we may be required to
curtail operations significantly or to obtain funds by entering into
arrangements with collaborative partners.




                                       5
<PAGE>




Our Plan of Operation For The Next 12 Months. We must continue to seek other
sources of funding and other merger candidates. We believe that acquisitions and
joint ventures will be necessary to obtain the proper expertise and
complimentary services with firms able to provide services which will support
our future operation.

We are not currently conducting any research and development activities. We do
not anticipate conducting any other such activities in the next twelve months.
We do not anticipate that we will purchase or sell any significant equipment in
the next six to twelve months unless we generate significant revenues.

We do not anticipate that we will hire any employees in the next six to twelve
months, unless we generate significant revenues. We believe our future success
depends in large part upon the continued service of our key personnel.

Changes in Number of Employees. During the next 12 months, depending on the
success of our proposed operations, we may be required to hire additional
employees; however, we are not able to provide a reasonable estimate of the
number of such additional employees which may be required at this time.




                                       6
<PAGE>






                         REPORT OF INDEPENDENT AUDITORS


To the Board of Directors
Fuzzy Logic Software Corporation

We have audited the accompanying balance sheet of Fuzzy Logic Software
Corporation (a development stage company) as of June 30, 2002, and the related
statements of operations, shareholders' deficit, and cash flows for each of the
two years ended June 30, 2002 and for the period from August 25, 1997
(inception) to June 30, 2002. These financial statements are the responsibility
of the company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fuzzy Logic Software
Corporation (a development stage company) as of June 30, 2002, and the results
of its operations and its cash flows for each of the two years ended June 30,
2002 and for the period from August 25, 1997 (inception) to June 30, 2002 in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has no operations, products, or facilities,
and significant resources will be required to implement its plan of operations,
and it relies on advances from a related party and sale of the Company's equity
securities to meet its cash flow requirements, thereby raising substantial doubt
about its ability to continue as a going concern. Management's plan in regard to
these matters is also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.





Kelly & Company
Newport Beach, California
October 10, 2002



                                       7
<PAGE>





                        Fuzzy Logic Software Corporation
                          (A Development Stage Company)

                        Index to the Financial Statements
                             As of June 30, 2002 and
         For Each of the Two Years in the Period Ended June 30, 2002 and
        For the Period from August 25, 1997 (Inception) to June 30, 2002
-------------------------------------------------------------------------------




Report of Independent Auditors ...............................................7

Financial Statements of Fuzzy Logic Software Corporation:

    Balance Sheet, June 30, 2002..............................................8

    Statements  Of  Operations  for each of the Two Years in
    the Period  Ended June 30, 2002 and for the Period from
    August 25, 1997 (Inception) to June 30, 2002..............................9

    Statements Of  Shareholders'  Deficit for the Period
    from August 25, 1997 (Inception) to June 30, 2002........................10

    Statements  of Cash  Flows for each of the Two Years
    in the Period  Ended June 30,  2002 and for the Period
    from August 25, 1997 (Inception) to June 30, 2002........................11

Notes to Financial Statements................................................12




                                       8
<PAGE>


Item 7.  Financial Statements
-----------------------------






                        Fuzzy Logic Software Corporation
                          (A Development Stage Company)

                              Financial Statements

                             As of June 30, 2002 and
         For Each of the Two Years in the Period Ended June 30, 2002 and
        For the Period from August 25, 1997 (Inception) to June 30, 2002










                                       9
<PAGE>



                        Fuzzy Logic Software Corporation
                          (A Development Stage Company)

                                  Balance Sheet
                                 June 30, 2002
-------------------------------------------------------------------------------



                                     ASSETS

Current assets:
Cash                                                           $           94
Advance due from merger candidate, net of allowance for
uncollectibility of $41,900                                                 -
Other investment (at net realizable value)                                  -
                                                               ---------------
Total current assets                                                       94
Notes receivable, net of allowance for uncollectibility
of $48,557                                                                  -
                                                               ---------------
Total  assets                                                  $           94
                                                               ===============



                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
Accrued liabilities                                            $       25,231
Due to related party                                                   58,249
                                                               ---------------

Total liabilities                                                      83,480
                                                               ---------------


Commitments and contingencies

Shareholders' deficit:
Preferred stock, $.0001 par value;
5,000,000 shares authorized, none issued and
outstanding at June 30, 2001                                                -
Common stock, $.0001 par value;
30,000,000 shares authorized; 9,869,791 shares
issued and 8,869,791outstanding at June 30, 2002                          887
Additional paid-in capital                                            832,895
 Deficit accumulated during the development stage                    (917,168)
                                                               ---------------

Total shareholders' deficit                                           (83,386)
                                                               ---------------

Total liabilities and shareholders' deficit                    $           94
                                                               ===============




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

                                       10
<PAGE>







                        Fuzzy Logic Software Corporation
                          (A Development Stage Company)

                            Statements of Operations
             For Each of the Two Years in the Period Ended June 30,
    2002 and For the Period from August 25, 1997 (Inception) to June 30, 2002
-------------------------------------------------------------------------------


<TABLE>
<CAPTION>
<S>                                                <C>                 <C>                 <C>
                                                                                       Period from
                                                  For the            For the         August 25, 1997
                                                Year Ended         Year Ended        (Inception) to
                                               June 30, 2002      June 30, 2001       June 30, 2002
                                             -----------------  ----------------   ------------------
Operating costs:
Consulting fees                              $         139,650  $        100,000   $          570,510
Organization costs                                           -                 -                5,000
Legal and accounting                                    60,580            56,539              159,937
Settlement expense                                           -                 -               10,000
Bad debts                                               32,715           104,168              136,883
Loss on investment                                           -                 -                  175
General and administrative expenses                      4,362             7,608               33,002
                                            ------------------  ----------------   ------------------
Total operating costs                                  237,307           268,315              915,507
Foreign exchange loss                                    1,686                 -                1,686
Interest income                                              -                 -                  (25)
                                            ------------------  ----------------   ------------------
Net loss                                    $          238,993  $        268,315   $          917,168
                                            ==================  ================   ==================


Loss per common share - basic and diluted   $             0.03  $           0.05   $             0.10
                                            ==================  ================   ==================
</TABLE>










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

                                       11
<PAGE>






                        Fuzzy Logic Software Corporation
                          (A Development Stage Company)

                       Statements of Shareholders' Deficit
        For the Period from August 25, 1997 (Inception) to June 30, 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                           <C>     <C>         <C>        <C>       <C>        <C>          <C>           <C>
                                                                                                             Deficit
                                                                                                            Accumulated
                                                                            Price              Additional     During
                                          Preferred Preferred    Common      Per     Common     Paid-in     Development
                                            Shares     Stock     Shares     Share    Stock      Capital       Stage         Total
                                          --------- ---------- ----------- -------- --------  -----------  -------------  ----------
Formation of corporation, August 25, 1997        -          -            -                 -            -             -           -
Common shares issued to the founders
of the Company                                   -          -    5,075,456          $    508  $     4,667             -   $   5,175
Purchase and retirement  of common
stock                                            -          -   (1,000,000)             (100)        (900)            -      (1,000)
Net loss                                         -          -            -                 -            -  $   (111,636)   (111,636)
                                                               -----------          --------  -----------  ------------   ----------

Balance, June 30, 1998                           -          -    4,075,456               408        3,767      (111,636)   (107,461)
Net loss                                         -          -            -                 -            -      (105,783)   (105,783)
                                                               -----------          --------  -----------  ------------   ----------

Balance, June 30, 1999                           -          -    4,075,456               408        3,767      (217,419)   (213,244)
Common shares issued in a private
placement offering, net of offering
costs                                            -          -      500,000  $ 0.50        50      213,940             -     213,990
Net loss                                         -          -            -                 -            -      (192,441)   (192,441)
                                                               -----------          --------  -----------  ------------   ----------

Balance, June 30, 2000                           -          -    4,575,456               458      217,707      (409,860)   (191,695)
Common shares issued in a
private placement                                -          -    2,400,000  $ 0.10       240      239,760             -     240,000
Net loss                                         -          -            -                 -            -      (268,315)   (268,315)
                                                               -----------          --------  -----------  ------------   ----------

Balance, June 30, 2001                           -          -    6,975,456               698      457,467      (678,175)   (220,010)
Common shares issued in
satisfaction of debt                             -          -    1,371,835     -         137      274,230             -     274,367
Common shares issued in a
private placement                                -          -      360,000  $ 0.20        36       71,964             -      72,000
Common shares issued for services                -          -      162,500                16       29,234             -      29,250
Net loss                                         -          -            -                 -            -      (238,993)   (238,993)
                                          --------  ---------  -----------          --------   ----------  ------------   ----------

Balance, June 30, 2002                           -          -    8,869,791          $    887  $   832,895  $   (917,168)  $ (83,386)
                                          ========  =========  ===========          ========  ===========  ============   ==========
</TABLE>




              The accompanying notes are a of the fiancial statements.

                                       12
<PAGE>




                        Fuzzy Logic Software Corporation
                          (A Development Stage Company)

                            Statements of Cash Flows
         For Each of the Two Years in the Period Ended June 30, 2002 and
        For the Period from August 25, 1997 (Inception) to June 30, 2002
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                               <C>                   <C>                  <C>
                                                                                                         Period from
                                                                 For the               For the         August 25, 1997
                                                               Year Ended            Year Ended        (Inception) to
                                                              June 30, 2002        June 30, 2001        June 30, 2002
                                                            ------------------    -----------------   ------------------
Cash flows from operating activities:
Net loss                                                    $        (238,993)    $       (268,315)   $        (917,168)
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares issued for services received                                    29,250                    -               29,250
Provision bad debts                                                    32,714              115,125              147,839
Increase  in assets:
Advance to merger candidate                                           (41,900)                   -              (41,900)
Increase (decrease)  in liabilities:
Accrued liabilities                                                     8,863               13,118               25,231
Due to related party                                                   93,249              (57,664)             332,616
                                                            ------------------    -----------------   ------------------
Cash used in operating activities                                    (116,817)            (197,736)            (424,132)
                                                            ------------------    -----------------   ------------------
Cash flows provided by (used in) investing activities:
Decrease (increase) in notes receivable                                 9,186              (10,451)            (105,939)
Cash provided by (used in) investing activities
                                                            ------------------    -----------------   ------------------
activities                                                              9,186              (10,451)            (105,939)
                                                            ------------------    -----------------   ------------------
Cash flows provided by financing activities:
Proceeds from the issuance of common stock                             72,000              240,000              530,165
                                                            ------------------    -----------------   ------------------

Cash used in financing activities                                      72,000              240,000              530,165
                                                            ------------------    -----------------   ------------------
Net increase (decrease) in cash                                       (35,631)              31,813                   94
Cash at beginning of period                                            35,725                3,912                    -
                                                            ------------------    -----------------   ------------------
Cash at end of period                                       $              94     $         35,725    $              94
                                                            ==================    =================   ==================
</TABLE>




                                       13
<PAGE>




                        Fuzzy Logic Software Corporation
                          (A Development Stage Company)

                          Notes to Financial Statements

                             As of June 30, 2002 and
         For Each of the Two Years in the Period Ended June 30, 2002 and
        For the Period from August 25, 1997 (Inception) to June 30, 2002
--------------------------------------------------------------------------------


1.   Development Stage Operations
     ----------------------------

     Fuzzy Logic Software Corporation (a development stage company) (the
     "Company") was incorporated in the state of Delaware on August 25, 1997. It
     has no business operating history, no revenues, no products nor technology.
     The Company's initial business plan anticipated the development of computer
     hardware and software. As such, the Company is subject to the risks and
     uncertainties associated with a new business. The Company has historically
     relied on advances from Cascade, Inc., a related party ("Cascade") (Note 8)
     and sales of the Company's equity securities to meet its cash flow
     requirements. However, in the event Cascade, Inc. should be unable to
     continue to satisfy the cash flow requirements or the Company not be able
     to sell adequate amounts of equity securities, its ability to continue as a
     going concern could be adversely affected. The success of the Company's
     future operation is dependent upon the Company's ability to successfully
     develop and market its yet unidentified products, obtain the additional
     capital necessary to implement operations and achieve profitability and/or
     complete a merger with a profitable operating entity with greater
     resources. There can be no assurance that any of these potential
     alternatives will materialize. The financial statements do not include any
     adjustments that might result from the outcome of these uncertainties.


     In connection with its attempts to develop a market for its yet
     unidentified products, during the fiscal year ended June 30, 2000, the
     Company entered into a letter of intent to acquire all of the issued and
     outstanding shares of The Anvil Group, Inc. (the "Anvil Group"). However,
     in September 2000, the transaction was terminated due to the inability to
     obtain financing.


     During the year ended June 30, 2001, the Company executed a letter of
     intent to merge with Free Trade Medical Network, Inc. ("FTMN"). The
     proposed purchase business combination ("purchase") was subject to
     completion of due diligence by each company and execution of the formal
     purchase agreement documentation. On August 31, 2002, the Company
     terminated the letter of intent and abandoned its plans to enter into a
     share purchase agreement with FTMN.


     In December 2001, the Company entered into a Share Purchase Agreement with
     Biosecure Crops, Inc. ("Biosecure"), GroWmax Technologies, Inc.
     ("GroWmax"). In the agreement, the Company was to acquire all of the issued
     and outstanding common shares of Biosecure in exchange for its issuing
     shares to Biosecure shareholders. The Company also had an option to acquire
     all the issued and outstanding shares of GroWmax, in exchange for it
     issuing the Company's shares to the GroWmax shareholders, should certain
     conditions be met. As of October 2002, neither of the transactions had
     taken place, none of the conditions had been met, and the agreements have
     lapsed.

2.   Summary of Significant Accounting Policies
     ------------------------------------------

     Revenue Recognition


     Revenue will be recognized when goods are shipped or services are
     performed.


                                       14
<PAGE>




                        Fuzzy Logic Software Corporation
                          (A Development Stage Company)

                          Notes to Financial Statements

                             As of June 30, 2002 and
         For Each of the Two Years in the Period Ended June 30, 2002 and
        For the Period from August 25, 1997 (Inception) to June 30, 2002
--------------------------------------------------------------------------------



2.   Summary of Significant Accounting Policies, Continued
     -----------------------------------------------------

     Start-up Costs


     The Company expenses start-up costs as they are incurred.


     Basis of Valuation of Other Investment


     Other Investment is common shares held in a nonmarketable security and is
     stated at the lower of cost or estimated net realizable value.


     Management Estimates


     The preparation of financial statements in conformity with 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.


     Disclosures about Fair Value of Financial Instruments


     The Company will account for the value of financial instruments using the
     fair value method.


     Income Taxes


     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 bases. Deferred tax assets, including tax loss and credit
     carryforwards, 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. 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. Deferred income tax expense
     represents the change during the period in the deferred tax assets and
     deferred tax liabilities. The components of the deferred tax assets and
     liabilities are individually classified as current and noncurrent based on
     their characteristics. Deferred tax assets are reduced by a valuation
     allowance when, in the opinion of management, it is more likely than not
     that some portion or all of the deferred tax assets will not be realized.

3.   Advances Due from Merger Candidates
     -----------------------------------

     During the year ended June 30, 2002, the Company advanced to merger
     candidates, Biosecure and GroWmax, funds based on the Company's plan to
     raise a minimum of $1,000,000 Canadian dollars and acquire the two
     entities. To date, the Company has not raised the contemplated merger funds
     and the merger candidates have no assets to repay the advances.
     Accordingly, the Company has created an allowance for uncollectibility
     equal to the originally advances amounts. No interest income has been
     recognized by the Company on this transaction.



                                       15
<PAGE>


                        Fuzzy Logic Software Corporation
                          (A Development Stage Company)

                          Notes to Financial Statements

                             As of June 30, 2002 and
         For Each of the Two Years in the Period Ended June 30, 2002 and
        For the Period from August 25, 1997 (Inception) to June 30, 2002
--------------------------------------------------------------------------------

4.   Notes Receivable
     ----------------

     During the year ended June 30, 2000, the Company entered into a letter of
     intent to acquire all of the outstanding shares of common stock of the
     Anvil Group in a business combination. In anticipation of the transaction,
     the Company advanced $68,650 to The Anvil Group, Inc. and Anthony Humble
     ("Anvil/Humble"), and $36,024 to Anthony Humble ("Humble"), individually,
     under two separate promissory notes dated June 27, 2000. The note from
     Humble was denominated in Canadian dollars. In February 2002, the note from
     Anvil/Humble was satisfied when the Company converted the note receivable
     into shares in the Anvil Group. The note from Humble is not collateralized
     and bears interest at 10% per annum with principal and interest due
     December 24, 2000 and is past due. No interest income has been recognized
     by the Company on these transactions.


     In connection with the anticipated merger with FTMN, described in Note 1,
     the Company loaned FTMN and its principals $12,827 evidenced by a
     promissory note on February 6, 2002. The note is denominated in Canadian
     dollars, was not collateralized, and bears interest at 10% per annum. The
     unpaid principal was due April 25, 2002 and is now past due. No interest
     income has been recognized by the Company on this transaction.


     While the Company believes Anthony Humble has the financial capability to
     satisfy the Humble note obligation, the note is way past due and only one
     payment of $7,500 has been received on the note. The Company has grave
     doubts that any additional payments will be received. In addition, the note
     receivable from FTMN is also past due. Accordingly, the Company has
     recorded an allowance for uncollectible notes of $48,557.

5.   Other Investment
     ----------------

     In the year ended June 30, 2000, the Company advanced funds to the Anvil
     Group (Notes 1 and 4). In the year ended June 30, 2001, the Company
     provided an allowance for the lack of collectibility of the Anvil/Humble
     note receivable. During the year ended June 30, 2002, the Company received
     65,587 investment units (each unit was comprised of one share of the Anvil
     Group stock and one warrant exercisable for two years). This issuance of
     the Anvil Group common stock and warrants represents 2.08% of outstanding
     shares at the date of issuance.


     As the Company had already reserved the Anvil/Humble note receivable, the
     basis in the Company's investment in The Anvil Group is $0. Currently the
     Anvil Group is not a public company with nominal assets and no business
     activity. The Company estimates that there is no value in the Anvil Group
     common stock and warrants.




                                       16
<PAGE>

                        Fuzzy Logic Software Corporation
                          (A Development Stage Company)

                          Notes to Financial Statements

                             As of June 30, 2002 and
         For Each of the Two Years in the Period Ended June 30, 2002 and
        For the Period from August 25, 1997 (Inception) to June 30, 2002
--------------------------------------------------------------------------------


6.   Deferred Income Taxes
     ---------------------

     The components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>
<S>                                                               <C>             <C>                <C>

                                                                                                  Period from
                                                                For the         For the       August 25, 1997
                                                              Year Ended      Year Ended       (Inception) to
                                                            June 30, 2002   June 30, 2001       June 30, 2002
                                                            --------------   -------------     ---------------
         Current tax expense:
           Federal                                                 -                -                  -
           State                                                   -                -                  -
                                                                   -                -
                                                            --------------   -------------     ---------------

         Deferred tax expense:
           Federal                                                 -                -                  -
           State                                                   -                -                  -
                                                            --------------   -------------     ---------------
                                                                   -                -                  -
                                                            --------------   -------------     ---------------

         Total provision                                           -                -                  -
                                                            =============    =============     ===============

     Significant components of the Company's deferred income tax assets and
liabilities at June 30, 2002 are as follows:



         Deferred income tax asset:
           Allowance for uncollectible notes
                                                                                               $        52,750
           Capitalized start-up expenses                                                               255,627
                                                                                               ---------------

         Total deferred income tax asset                                                               308,377

           Valuation allowance                                                                        (308,377)
                                                                                               ---------------


         Net deferred income tax liability                                                                   -
                                                                                               ===============


 Reconciliation of the effective tax rate to the U.S. statutory rate is as follows:

                                                                                                 Period from
                                                                For the          For the       August 25, 1997
                                                              Year Ended        Year Ended     (Inception) to
                                                             June 30, 2002     June 30, 2001    June 30, 2002
                                                            --------------    --------------   --------------

         Tax expense at U.S. statutory rate                     (34.0)%          (34.0)%           (34.0)%
         Change in the valuation allowance                       34.0             34.0              34.0
                                                            -------------     --------------   --------------

         Effective income tax rate                                  -                -                 -
                                                            =============     ==============   ==============
</TABLE>



                                       17
<PAGE>


                        Fuzzy Logic Software Corporation
                          (A Development Stage Company)

                          Notes to Financial Statements

                             As of June 30, 2002 and
         For Each of the Two Years in the Period Ended June 30, 2002 and
        For the Period from August 25, 1997 (Inception) to June 30, 2002
--------------------------------------------------------------------------------

7.   Share Transactions
     ------------------

     Founders Shares


     During the year ended June 30, 1998, the Company issued 5,075,456 shares to
     the founders. Additionally, the Company received from the founders, an
     investment of nonmarketable corporate stock valued at $100. In the year
     ended June 30, 1999, the investment in nonmarketable corporate stock
     received was deemed worthless and was written off.


     Stock Repurchase


     During the year ended June 30, 1998, the Company reacquired and retired
     1,000,000 shares of its outstanding common stock from a major shareholder
     for $1,000.


     Private Placement Offerings - Common Stock


     During the year ended June 30, 2000, the Company completed a private
     placement offering of 500,000 units at a price of $.50 per unit, and
     received proceeds of $213,990 net of offering costs of $36,010, of which
     $25,000 was paid to Cascade as a finder's fee. Each unit consisted of one
     share of the Company's common stock and a warrant to purchase one of the
     Company's common shares at a price of $.50 per share. The warrants lapsed
     during the year ended June 30, 2002.


     During the year ended June 30, 2001, the Company issued 2,400,000 shares of
     its common stock in a private placement offering at a price of $.10 per
     share and received proceeds of $240,000.


     In June 2002, the Company issued 360,000 shares of its common stock in a
     private placement offering at a price of $.20 per share and received
     proceeds of $72,000.


     Common Shares Issued for Debt


     During the year ended June 30, 2002, the Company issued 1,371,835 shares of
     its common stock in satisfaction of $274,367 of debt owed to Cascade
     Financial Corporation, a related entity.


     Common Shares Issued for Services


     During the year ended June 30, 2002, the Company issued 162,500 shares of
     its common stock to a mergers and acquisitions consultant for services
     valued at $29,250.

8.   Related Party Transactions
     --------------------------

     The Company has a consulting agreement with Cascade, which is a major
     shareholder of the Company. Under the terms of this agreement, Cascade
     receives an annual fee of $100,000 plus amounts for additional services
     rendered and reimbursement of Company expenses paid by Cascade. For the
     additional consulting services and reimbursements of Company expenses, the
     Company paid Cascade



                                       18
<PAGE>



                        Fuzzy Logic Software Corporation
                          (A Development Stage Company)

                          Notes to Financial Statements

                             As of June 30, 2002 and
         For Each of the Two Years in the Period Ended June 30, 2002 and
        For the Period from August 25, 1997 (Inception) to June 30, 2002
--------------------------------------------------------------------------------

8.   Related Party Transactions, Continued
     -------------------------------------

     approximately $30,000, $157,664 and $294,664 for the years ended June 30,
     2002 and 2001, and for the period from August 25, 1997 (inception) to June
     30, 2002, respectively. In April 2002, the Company issued 1,371,835 shares
     to Cascade in satisfaction of $274,367 of debt. At June 30, 2000, the
     Company owed Cascade $58,249. Additionally, certain of Cascade's principals
     are shareholders in the Company, and individually, they exert control of
     the Company's activities.

9.   Loss Per Common Share
     ---------------------

     Basic and diluted loss per common share has been computed by dividing the
     loss available to common shareholders by the weighted-average number of
     common shares outstanding for the period.


     The computations of basic and diluted loss per common share for the year
     ended June 30, 2002 and 2001 and for the period from August 25, 1997
     (inception) to June 30, 2002 are as follows:
<TABLE>
<CAPTION>
<S>                                                               <C>              <C>                <C>
                                                                                                  Period from
                                                                For the           For the       August 25, 1997
                                                              Year Ended      Year Ended       (Inception) to
                                                             June 30, 2002    June 30, 2001      June 30, 2002
                                                             -------------    -------------    ----------------
         Net loss available to common shareholders           $     238,993    $    268,315     $       917,168

         Weighted-average shares, basic and diluted             8,461,339        5,594,634           9,063,612
                                                             -------------    -------------    ----------------

         Loss per common share, basic and diluted
                                                                     0.03     $       0.05     $          0.10
                                                             =============    =============    ================
</TABLE>



     Potentially dilutive securities were not included in the computation of
     diluted loss per share because their effect would be antidilutive.


                                       19
<PAGE>





Copies of the financial statements specified in Regulation 228.310 (Item 310)
are filed with this Annual Report on Form 10-KSB.

Item 8.  Changes in and Disagreements with Accountants.
-------------------------------------------------------

There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.
----------------------------------------------------------------------

Executive Officers and Directors. We are dependent on the efforts and abilities
of our sole officer and director, Michael Lynch. The interruption of the
services of Mr. Lynch could have a material adverse effect on our operations,
profits and future development, if a suitable replacement was not promptly
obtained. We anticipate that we will enter into an employment agreement with Mr.
Lynch; however, no assurance can be given that Mr. Lynch will enter into such an
employment agreement or, if he does enter into an employment agreement, that he
will remain with us during or after the term of his employment agreement. In
addition, our success depends, in part, upon our ability to attract and retain
other talented personnel. Although we believe that we will be successful in
attracting and retaining qualified personnel, there can be no assurance that we
will be able to do so. Mr. Lynch will hold his offices until his resignation or
removal.

Our sole director and principal executive officer is specified on the following
table:

====================== ========= ================================
        Name             Age                Position
---------------------- --------- --------------------------------
Michael Lynch             34     President and a Director
====================== ========= ================================

Michael Lynch is the President and he has been a director since July 1999. From
1996 to 1999, Mr. Lynch operated a real estate construction and development
company in Vancouver, British Columbia. Prior to 1996, Mr. Lynch operated a real
estate development firm in London, Ontario, Canada.




                                       20
<PAGE>



Other than Mr. Lynch, there are no significant employees expected by us to make
a significant contribution to our business. Mr. Lynch will serve as our sole
director until the next annual meeting of stockholders. Our executive officers
are appointed by our Board of Directors and serve at the discretion of the Board
of Directors. At this time, Mr. Lynch is the only person who directly controls
or manages our business.

There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining Mr. Lynch from engaging in or continuing any conduct, practice or
employment in connection with the purchase or sale of securities, or convicting
him of any felony or misdemeanor involving a security, or any aspect of the
securities business or of theft or of any felony.

Section 16(a) Beneficial Ownership Reporting Compliance. Our sole director and
principal executive officer, Mr. Lynch, filed a Form 3 (Initial Statement of
Beneficial Ownership of Securities), on February 10, 2000. He has not been
required to file a Form 4 (Statement of Changes of Beneficial Ownership of
Securities), and he has been required to, but has not, filed a Form 5 (Annual
Statement of Beneficial Ownership of Securities).

Item 10.  Executive Compensation
--------------------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

Remuneration of Officers.  Mr. Lynch is our only officer and does not earn
either compensation or remuneration from us for services provided to us.

Remuneration of Directors.  As of June 30, 2002, no compensation has been paid
to Mr. Lynch for his services to us as a director.

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

(a) Security Ownership of Certain Beneficial Owners. The following represents
those shareholders, other than directors and officers, who are beneficial owners
of 5% or more of our issued and outstanding common stock as of October 17, 2002:
<TABLE>
<CAPTION>
              <S>                           <C>                                  <C>                              <C>
                                    Name and Address of                        Amount of
       Title of Class                 Beneficial Owner                     Beneficial Owner                Percent of Class
       --------------          -----------------------------              -------------------              ----------------
        Common Stock           Cede & Co.                                 3,949,409 shares (1)                   43.75%
                               P.O. Box 20
                               Bowling Green Station
                               New York, New York 10274

        Common Stock           Cascade Financial Corp.                      1,371,835 shares                     15.20%
                               625 Howe Street
                               Suite 1525
                               Vancouver, British Columbia V6C 2T6
                               Canada

        Common Stock           Vendome Investments Inc.                      500,000 shares                      5.54%
                               42 Cheltenham Avenue
                               Toronto, Ontario M4N 1D7
                               Canada
</TABLE>



                                       21
<PAGE>



(1) We have attempted to obtain information on the beneficial holders of the
stock held by Cede & Co. To the best of our knowledge, there are no beneficial
owners of 5% or over holding stock in the name of Cede & Co.

(b) Security Ownership of Management. As of June 30, 2002, our directors and
principal executive officers beneficially own, in the aggregate, 20,000 shares
of our common stock, or approximately 0.23% of the issued and outstanding
shares, as set forth on the following table:
<TABLE>
<CAPTION>
<S>                                     <C>                             <C>                        <C>
                          Name and Address of Amount of
  Title of Class               Beneficial Owner                   Beneficial Owner          Percent of Class
  --------------          -----------------------------           ----------------          ----------------
   Common Stock           Michael Lynch, President                  20,000 shares                0.23%
                          and Director
</TABLE>

Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to
securities. In accordance with Commission rules, shares of our common stock
which may be acquired upon exercise of stock options or warrants which are
currently exercisable or which become exercisable within 60 days of the date of
the table are deemed beneficially owned by the optionees. Subject to community
property laws, where applicable, the persons or entities named in the table
above have sole voting and investment power with respect to all shares of our
common stock indicated as beneficially owned by them.

Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

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

Transactions with Promoters.

In August, 1997, we issued 5,075,456 shares of common stock to our founders.

Related Party Transactions. There have been no related party transactions which
would be required to be disclosed pursuant to Item 404 of Regulation S-B, except
for the following:

At inception, we entered into a fee and cost reimbursement arrangement with
Cascade, Inc., a related party which is a major shareholder of ours. Some of
Cascade, Inc.'s shareholders are also our shareholders and indirectly may exert
significant influence, or even control, matters which are subject to shareholder
approval or which can be voted upon by our shareholders. We also entered into an
investor relations consulting agreement with Cascade, Inc. In connection with
this arrangement, a management fee of $100,000 per year is charged to us. It is
likely that this arrangement, which was not the result of arm's-length
bargaining, is more beneficial to Cascade, Inc. than it is to us, and that we
would not have entered into such an agreement if Cascade, Inc. was not a related
party. In April 2002, we issued 1,371,835 shares to Cascade, Inc., in
satisfaction of $274,367 of debt. Our expenses are paid by the related party and
have been accrued. At June 30, 2002, we still owed Cascade, Inc. the sum of
$58,249.

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

Copies of the following documents are filed with this Registration Statement,
Form 10-KSB as exhibits:

3.1       Certificate of Incorporation of Fuzzy Logic         E-1 through E-6
          Software Corporation (Charter document)*

3.2       Bylaws of Fuzzy Logic Software Corporation          E-7 through E-14
          (Charter document)*

* Previously filed as exhibits to Registration Statement on Form 10-SB filed on
November 12, 1999.




                                       22
<PAGE>





                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Vancouver, British Columbia, on October 15, 2002.

                                         Fuzzy Logic Software Corporation,
                                         a Delaware corporation


                                         By:      /s/ Michael Lynch
                                                  ------------------------------
                                                  Michael Lynch
                                         Its:     President, Director

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.

Fuzzy Logic Software Corporation

By:      /s/ Michael Lynch
         -----------------------------------
         Michael Lynch
Its:     President, Director




                                       23
<PAGE>




CERTIFICATIONS
--------------

I, Michael Lynch, certify that:

1. I have reviewed this annual report on Form 10-KSB of Fuzzy Logic Softwar
Corporation;

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

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures
 (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's
         disclosure controls and procedures as of a date within 90 days prior to
         the filing date of this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant'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 registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: October 15, 2002

/s/ Michael Lynch
--------------------------
Michael Lynch
Chief Executive Officer and Chief Financial Officer






                                       24
<PAGE>