## UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWashington,
D.C. 20549

## FORM 10-KSB

## ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHNAGE ACT OF 1934

For the fiscal year ended October 31, 2002 .

Commission File Number

BAXTER CAPITAL COMPANY, INC.(Exact name of registrant as specified in its charter)

|Florida                         | 65-0956104         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

22154 Martella Avenue,
Boca Raton, Florida 33433
(Address of principal executive offices) (Zip Code)
(561) 451-9674
(Registrant''s telephone number, including area code)

(Former name, former address and former fiscal year,
if changed since last report)

Securities registered pursuant
to Section 12(b) of the Act:   None

Securities registered
pursuant to Section 12(g) of the Act: Common Stock, $0.001
par value

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. Yes [X] No [  ]

-1-

Check if there is no
disclosure of delinquent filers in response to Item 405 of Regulation S-B not
contained in this form, and no disclosure will be contained, to the best of the
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. ( )

Revenues for year ended October 31, 2002    
  $-0-

Aggregate market value of
the voting common stock held by non-affiliates of the
registrant as of December 18, 2002, was:      $-0-

Number of shares of the registrant's
common stock outstanding as of December 18, 2002 is: 1,000,000

The Company does not have a Transfer Agent.

-2-

PART I

Item 1.      
Description of Business

General

We were incorporated in
Florida on June 10, 1998. We are a development stage company and have had no
revenues to date. Since incorporation, our activities have been limited to
actions related to our organization. Our business plan is to acquire a
controlling equity interest in or assets of an operating company. Our
administrative offices are located at 22154 Martella Avenue, Boca Raton, Florida
33433 and our telephone number is (561)451-9674.

Elsie Sanchez was the
incorporator of our company and served as Baxter Capitals sole director
and officer until August 13, 1999. In August, 1999 an investor group led by
Peter Goldstein and Kenneth Greenberg (collectively, the GreenGold
Group) acquired control of Baxter Capital Company. The GreenGold Group
acquired control of Baxter Capital for the purpose of listing Baxter
Capitals common stock on the OTC electronic bulletin board of the Nasdaq
Stock Market, Inc. to facilitate a public market for the companys common
stock.

Effective October 24, 2001,
Kenneth Greenberg resigned as Chairman and president and director of the
Company. Peter Goldstein continues as the sole director of the Company and was
elected effective October 24, 2001 as President of the Company. Concurrently,
the Board of Directors and shareholders of the Company approved certain
amendments to the Companys articles of incorporation, including an
increase in the authorized shares of common stock, par value $.001, to
10,000,000 shares. In addition, Messrs. Greenberg and Goldstein entered into
agreements providing for, among other things, the assignment of shares owned by
Mr. Greenberg and his wife to Goldco Properties Limited Partnership, a limited
partnership controlled by Mr. Goldstein. Following the consummation of the
transaction, Mr. Goldstein beneficially owned 928,200 shares of common stock of
the Company, representing 92.82 % of the total outstanding shares.   On October
17, 2002, the company filed an Amended and Restated Articles of Incorporation increasing
the authorized common stock to 100,000,000, $.001 par value and authorizing
1,000,000 shares of preferred stock, $.001 par value.

We intend to use our common
stock to acquire a controlling equity interest in or the assets of a suitable
operating company. The registration of our common stock under the Securities
Exchange Act of 1934 was one step that we took to implement our business plan.
We are only nominally capitalized and have no other assets, and no revenues or
operations. Since our incorporation, we have not conducted any business other
than in connection with our organization and the implementation of our business
plan.

Baxter Capital and
companies of its type are commonly referred to as public shell
corporations and the transactions through which public shell corporations
acquire an interest

-3-

in a suitable operating
business are commonly referred to as shell reorganizations. Our
management believes that certain privately-held companies are interested in
going public through a shell reorganization for a variety of
reasons. In the opinion of management, the most common motivation is the belief
that the private companys reconstitution as a publicly- traded corporation
will aid the operating company in obtaining equity capital and in making
acquisitions of other privately-held companies using stock on the theory that
investors are more interested in purchasing equity securities where a public
market for such securities exists.

In selecting a suitable
operating company, although we have established no specific criteria, our
management intends to focus on companies with

| | * | a history of profitability           
| | - | -------------------------------------
| | * | the potential for future profits, and
| | * | strength of management               

Our management believes
that companies operating in technology and goods or products- related industries
have the greatest potential. However, if other factors exist which commend an
operating company as a candidate, such as recent profitability or a recent
improvement in operations or perceived potential or if the operating company is
engaged in a line of business considered by our management to be strategic in
relation to other businesses acquired or contemplated to be acquired by us, we
will consider such other opportunities as they may arise. In general, we intend
to be flexible about the criteria we will use to evaluate possible acquisition
candidates.

We will undertake an
examination and review of privately-held operating companies to identify a
suitable candidate for a business to acquire. Once we identify a suitable
candidate our management will, where necessary and appropriate, prepare a
business plan for the operating company using their general experience and
business acumen, or hire consultants to prepare analyses of the operating
companys capital, production, marketing, labor and other related
requirements.

Although we have conducted
some preliminary investigations of operating companies that may be appropriate
as acquisition candidates and, in some cases, have had preliminary discussions
with representatives of such operating companies, we have not yet reached an
agreement in principal with any company. We cannot assure you that we will ever
be able to locate an operating company that we consider a suitable business
opportunity and reach an acceptable agreement with its management, or that our
management has the requisite experience to recognize and understand a business
opportunity that would benefit us.

Our ability to complete any
transaction may also be dependent on the availability of adequate financing,
competition from other potential bidders and general market conditions. In the
event that we are able to locate and conclude a shell reorganization with what
we consider

-4-

to be a suitable operating
company, we cannot assure you that such company will be successful.

We believe that the most
likely structure for a transaction with an operating company is a
stock-for-stock exchange having the following features:

| | * | qualification as a tax free reorganization issuance of shares of common
stock by Baxter Capital to the shareholders of the
operating company equal to approximately 90% to 95% of our issued and
outstanding shares in exchange for the shares of the operating company, diluting
existing shareholders to ownership equal to approximately 10% to 5%
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | appointment of a new slate of officers and directors of Baxter Capital who are
appointees of the operating company                                                                                                                                                                                                                                   

We intend if possible to
structure any shell reorganization transaction so that the transaction may be
approved by our board of directors without the need to obtain the consent of any
shareholders. In the event that shareholder approval is required, Mr. Goldstein
acting alone without any other shareholders has sufficient votes to approve any
transaction without the need to obtain the approval of any other shareholders.

After giving effect to the
expected terms of a shell reorganization with a suitable operating company, we
expect that our company will operate as a holding corporation for the operating
company.

We are subject to the
periodic reporting requirements of Section 12(g) of the Exchange Act. These
requirements oblige us to file with the Securities and Exchange Commission
specified financial and other information regarding any company that is a party
to a shell reorganization with us, including audited financial statements for
any acquired companies. The financial statement requirements imposed by the
Exchange Act will necessarily limit our pool of candidates with which we may
engage in a shell reorganization to those entities with audited financial
statements meeting the Commissions requirements.

We cannot assure you that
we will find a suitable operating company willing to enter into a shell
reorganization with us, or that we have the requisite experience to recognize
and understand the business operations of an operating company suitable to enter
into a shell reorganization with us.

Competition

Numerous large,
well-financed firms with large cash reserves are engaged in the acquisition of
companies and businesses. We expect competition to be intense for available
operating companies.

-5-

Employees

We have no employees at the
present time and does not contemplate hiring any employees until an operating
company is acquired.

Item 2.     
Description of Property

Through an oral agreement
with Peter Goldstein, who is our controlling shareholder and our sole officer
and director, we are currently operating from the offices of Mr. Goldstein,
which are located at 22154 Martella Avenue, Boca Raton, Florida 33433, at no
cost to us for the use of office space, equipment rental or phone usage. We do
not anticipate acquiring separate office facilities until such time as we
complete a shell reorganization transaction with an operating company.

Item 3.      
Legal Proceedings

There is no litigation pending
or threatened by or against the Company.

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

On October 16, 2002, the
holder of the majority of the outstanding shares of the Company approved certain
amendments to the Companys articles of incorporation, including an
increase in the authorized shares of common stock, par value $.001, to
100,000,000 shares and authorizing 1,000,000 shares of preferred stock, $.001 par value.
No shareholder meeting was held.

-6-

PART II

Item 5.      
Market for Common Equity and Related Stockholder Matters

On December 18, 2002, there
were 48 shareholders of record of our common stock. Our shares of common stock
have never been traded on any recognized stock exchange.

Dividends

We do not intends to retain
future earnings to support our growth. Any payment of cash dividends in the
future will be dependent upon: the amount of funds legally available therefore;
our earnings; financial condition; capital requirements; and other factors which
our Board of Directors deems relevant.

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

Plan of Operations

We were organized in June,
1998 for the purpose of engaging in any activity permitted under the laws of the
United States and of the State of Florida. In August 1999, the GreenGold Group
acquired a controlling interest in our common stock for the purpose of listing
our common stock on the OTC electronic bulletin board of the Nasdaq Stock
Market, Inc. to facilitate a public market for the common stock. We intend to
use our common stock to acquire a controlling equity interest in or the assets
of a suitable operating company.

Effective October 24, 2001,
Kenneth Greenberg resigned as chairman and president and a director of the
Company. Peter J. Goldstein continues as the sole director of the Company and
was elected effective October 24, 2001 as president of the Company. In addition,
Messrs. Greenberg and Goldstein entered into agreements providing for, among
other things, the assignment of shares owned by Mr. Greenberg and his wife to
Goldco Properties Limited Partnership, a limited partnership controlled by Mr.
Goldstein. Following the consummation of the transaction, Mr. Goldstein
beneficially owned 928,200 shares of common stock of the Company.

The registration of our
common stock under the Securities Exchange Act of 1934 was one step that we took
to implement our business plan. We are in the business development stage and
have no revenues or operations. Since our incorporation, we have not conducted
any business other than in connection with our organization and the
implementation of our business plan. We have only nominal assets from the sale
of our stock to the GreenGold Group and certain other investors in a private
transaction. We anticipate that we will obtain the additional funds to implement
our business plan from capital contributions or loans made by Peter Goldstein or
the Goldco Properties Limited Partnership, although they are under no obligation
to provide us with any additional funding.

The Company is continuing
its efforts to locate a merger Candidate for the purpose of a merger. It is
possible that the Company will be successful in locating such a merger candidate
and closing such merger. However, if the Company cannot effect a non-cash
acquisition, the Company may have to raise funds from a private offering of its
securities under Rule 506 of Regulation D. There is no assurance the Company
would obtain any such equity funding.

-7-

Item 7.     
Financial Statements

The financial statements of
the Company, together with the report of auditors, are as follows:

## BAXTER CAPITAL
COMPANY

(A DEVELOPMENT
STAGE COMPANY)

Table of Contents

|Independent
Auditor's Report      | 1
|--------------------------------- | -
|Balance Sheet                     | 2
|Statement of Operations           | 3
|Statement of Shareholders' Equity | 4
|Statement of Cash Flows           | 5
|Notes to Financial Statements     | 6

ROBERT JARKOWCERTIFIED PUBLIC ACCOUNTANT
3111 North Andrews Avenue
Fort Lauderdale, Florida     33309
(954) 630-9070

INDEPENDENT
AUDITOR'S REPORT

To the Board of Directors
Baxter Capital Company

I have audited the accompanying balance sheet of Baxter Capital Company at October 31, 2002 and 2001 and the related
statement of operations, shareholders' deficit, and cash flows for the year ended October 31, 2002 and 2001.  These financial
statements are the responsibility of the Company's management.  My responsibility is to express an opinion on these financial
statements based on my audit.

I
conducted my audit in accordance with auditing standards generally accepted in
the United States of America. Those standards require that I 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. I believe that my audit provide a reasonable basis for
my opinion.

In
my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Baxter Capital Company as of
October 31, 2002 and 2001 and its cash flows for the years ended October 31,
2002 and 2001, in conformity with principles generally accepted in the United
States of America.

November 14, 2002

---

`BAXTER CAPITAL COMPANY

                                 BALANCE SHEETS

                            October 31, 2002 and 2001

                                     ASSETS

Current Assets                                                                   2002                    2001
                                                                            ----------------        ----------------



       Cash                                                             $               150     $               150


                                                                        --------------------    --------------------
                                                                        $               150     $               150
                                                                        ====================    ====================


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liability

       Due to related party                                             $              1667     $              1667
                                                                        --------------------    --------------------

Shareholders' Deficit

       Common stock-$.001 par value; 100,000,000 Shares authorized;
            1,000,000 shares issued and outstanding                                   1,000                   1,000

       Deficit                                                                       -2,517                  -2,517
                                                                        --------------------    --------------------
                    Total shareholders' deficit                                      -1,517                  -1,517

                                                                        --------------------    --------------------
                                                                        $               150     $               150
                                                                        ====================    ====================




    The accompanying note are an integral part of these financial statements.

                                       -2-




                             BAXTER CAPITAL COMPANY

                            STATEMENTS OF OPERATIONS

                  For the Years Ended October 31, 2002 and 2001

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


Revenues                                                            $               -0-         $               -0-

Expenses                                                                            -0-                         -0-


                                                                    ------------------------    -------------------------
Net (loss)                                                          $               -0-         $               -0-
                                                                    ========================    =========================





Net (loss) per share-basic and diluted                              $               -0-         $               -0-
                                                                    ========================    =========================

Weighted average number of shares outstanding during the period-
       diluted and undiluted                                                      1,000,000                    1,000,000
                                                                    ========================    =========================



    The accompanying note are an integral part of these financial statements.

                                       -3-




                             BAXTER CAPITAL COMPANY

                       STATEMENT OF SHAREHOLDERS' DEFICIT

                           Year Ended October 31, 2002

                                                              Common Stock
                                                        --------------------------------------
                                                             Shares              Amount                 Deficit
                                                        ------------------  ------------------   ----------------------


Balance October 31, 2001                                        1,000,000              $1,000                  -$2,517

       Operations for the year ended October 31, 2002                                                               -0-

                                                        ------------------  ------------------   ----------------------
Balance October 31, 2002                                        1,000,000              $1,000                  -$2,517
                                                        ==================  ==================   ======================



    The accompanying note are an integral part of these financial statements.

                                       -4-




                             BAXTER CAPITAL COMPANY

                             STATEMENT OF CASH FLOWS

                  For the Years Ended October 31, 2002 and 2001

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

Cash flows from operating activities

       Net (loss)                                      $                  -0-   $                 -0-
                                                       ---------------------    -----------------------

                        Net cash (used) by operations                     -0-                     -0-
                                                       ---------------------    -----------------------

            Net increase in cash                                          -0-                     -0-

            Cash-beginning                                              150                        150

                                                       ---------------------    -----------------------
            Cash-ending                                $                150     $                  150
                                                       =====================    =======================



    The accompanying note are an integral part of these financial statements.

                                       -5-`

## BAXTER
CAPITAL COMPANY

NOTES TO
FINANCIAL STATEMENTS
October 31, 2002

Note 1.   Nature
of Business

The Company was incorporated in Florida on June 11 , 1998 and has been inactive since inception. The
Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other
business combination with a domestic or foreign business.

The Company's ability to commence operations is contingent upon its ability to identify a prospective
target business or raise the capital it may require through the issuance of equity securities, debt securities,
bank borrowing or a combination thereof.

Note 2.   Summary
of Significant Accounting Policies

Use of Estimates

Use
of estimates and assumptions by management is required in the preparation of
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates and assumptions.

(Loss) Per Share

Basic (loss) per share equals net (loss) divided by the weighted average shares outstanding during the
period. There are no items to give rise to diluted shares.

Note 3.   Related
Party

The amount due to related party represents advances made to the Company by an entity controlled by the
Company's principal stockholder. The amount is non interest bearing, unsecured, and due on demand.

Note 4.   Income
taxes

At October 31, 2002 and 2001, the Company had net operating loss of approximately $2,500 expiring through
2014. The deferred tax benefit of the net operating loss of approximately $375 has been fully reserved for due
to the uncertainty of its recognition.

At October 31, 2002 and 2001, there are no other items that give rise to deferred income taxes.

---

PART III

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

The directors and officers
of the Company, as of December 18, 2002, are set forth below. The directors hold
office for their respective term and until their successors are duly elected and
qualified. Vacancies in the existing Board are filled by a majority vote of the
remaining directors. The officers serve at the will of the Board of Directors.

|Name            | Age | Positions and Offices Held            
|--------------- | --- | --------------------------------------
|                |     |                                       
|Peter Goldstein | 39  | President/Secretary/Treasurer/Director

Business Experience

Set forth below is the name
of the director and officer of the Company, all positions and offices with the
Company held, the period during which he has served as such, and the business
experience during at least the last five years:

Peter Goldstein has been
Executive Vice President, Secretary, Treasurer and Director of the Company since
August 1999 and President since October, 2001. Mr. Goldstein has been Chairman
of the Board, President, CEO and sole director of Global Business Resources,
Inc. since 1996. In such capacity, Mr. Goldstein spends at least forty hours per
week on our business and will continue to work full time in the future. Mr.
Goldstein provides essential professional business consulting services for small
to medium sized entrepreneurial companies. Mr. Goldstein was a partner in
GreenGold International Corporation from 1998 to 2000, a management consulting
firm headquartered in Miami, Florida. GreenGold is a business consulting company
specializing in business analysis, strategic planning and corporate
re-engineering of small to mid-sized companies. Mr. Goldstein attended the
University of Miami from 1996 to 1998 during which time he earned a Masters of
Business Administration degree in International Business.

Certain Legal Proceedings

No director, nominee for
director, or executive officer of the Company has appeared as a party in any
legal proceeding material to an evaluation of his ability or integrity during
the past five years.

-8-

Compliance with Section 16(a) of the Exchange Act

We filed a Form 3 for Goldco Properties Limited Partnership on April 29, 2002.
Such Form 3 was filed late.  A Form 5 will not be filed for our year
ended October 31, 2002 since all reportable transactions for such fiscal year
were reported on Form 3's filed with the Commission or will be filed on Form 3's
in the near future with the Commission.

Item 10.     
Executive Compensation

The Companys officer
and director does not receive any compensation for his services rendered to the
Company, has not received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with the Company. However, the officer
and director of the Company anticipates receiving benefits as a beneficial
shareholder of the Company and, possibly, in other ways.

No retirement, pension,
profit sharing, stock option or insurance programs or other similar programs
have been adopted by the Company for the benefit of its employees.

Item 11.     
Security Ownership of Certain Beneficial Owners and Management

The following table sets
forth certain information regarding the beneficial ownership of the shares of
our common stock as of December 18, 2002 by (i) each person who is known by us to
be the beneficial owner of more than five percent (5%) of the issued and
outstanding shares of our common stock, (ii) each of our directors and executive
officers and (iii) all directors and executive officers as a group.

|Name                                                            | Number of Total Shares | % of Shareholdings
|--------------------------------------------------------------- | ---------------------- | ------------------
|                                                                |                        |                   
|Peter Goldstein
22154 Martella Avenue
Boca Raton, Florida 33433 | 928,200                | 92.82%            

Item 12.     
Certain Relationships and Related Transactions.

The Company currently uses
the offices of management at no cost to the Company. Management has agreed to
continue this arrangement until the Company completes an acquisition or merger.

-9-

Item 13.     
Exhibits and Reports on Form 8-K

|(a) | The following documents are filed as part of this report:                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.  | Financial statements; see index to financial statements and schedules in
Item 7 herein.                                                                                                           
|2.  | Financial statement schedules; see index to financial statements and
schedules in Item 7 herein.                                                                                                  
|3.  | Exhibits:                                                                                                                                                                                         
|    | The following exhibits are
filed with this Form 10-KSB and are identified by the numbers indicated; see
index to exhibits immediately following financial statements and schedules of
this report.

EXHIBIT INDEX

|    |                                  
|--- | ---------------------------------
|3.1 | Certificate of Incorporation,
(1)
|3.2 | Bylaws, as amended (1)           

(1)   
Incorporated by reference to the Company's Form 10-SB (SEC File No.     ).

-10-

Item 14.   
Controls and Procedures

Evaluation of
disclosure controls and procedures

The companys
principal executive officer and principal financial officer evaluated the
companys disclosure controls and procedures (as defined in rule 13a-14(c)
and 15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a
date within 90 days before the filing of this annual report (the Evaluation
Date). Based on that evaluation, the principal executive officer and principal
financial officer of the company concluded that, as of the Evaluation Date, the
disclosure controls and procedures in place at the company were adequate to
ensure that information required to be disclosed by the company, including its
consolidated subsidiaries, in reports that the company files or submits under
the Exchange Act, is recorded, processed, summarized and reported on a timely
basis in accordance with applicable rules and regulations. Although the
companys principal executive officer and principal financial officer
believe the companys existing disclosure controls and procedures are
adequate to enable the company to comply with its disclosure obligations, the
company intends to formalize and document the procedures already in place and
establish a disclosure committee.

Changes in internal controls

The company has not
made any significant changes to its internal controls subsequent to the Evaluation Date. The
company has not identified any significant deficiencies or material weaknesses
or other factors that could significantly affect these controls, and therefore,
no corrective action was taken.

## SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, there unto duly authorized.

BAXTER CAPITAL COMPANY

|By: | /s/   
Peter GoldsteinPETER GOLDSTEINPresident and Director
|--- | -----------------------------------------------------------

Dated:     December 18,
2002

Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

|By: | /s/
         Peter Goldstein
PETER GOLDSTEIN | President and Director | Dated:   December 18, 2002
|--- | -------------------------------------------- | ---------------------- | --------------------------

-11-

---

# CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

I Peter Goldstein certify that:

|1. | I have reviewed this annual report on Form 10-KSB of BAXTER CAPITAL COMPANY, INC..
|-- | ----------------------------------------------------------------------------------

|2. | Based on my knowledge, this yearly 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 yearly report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in this yearly 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 yearly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | I am 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 me by others within those entities, particularly during the
period in which this yearly report is being prepared;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date with 90 days prior to the filing date of this yearly
report (the Evaluation Date); and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this yearly report my conclusions about effectiveness of the
disclosure controls and procedures based on my evaluation as of the Evaluation
Date;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | I have disclosed, based on
my 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 and material weakness 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. | I have indicated in this
yearly report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of my most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated:     December 18,  2002

|/s/    Peter Goldstein
Peter Goldstein
Chief Executive Officer, Chief Financial Officer
President and Director
|--------------------------------------------------------------------------------------------------------------