U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-KSB



(Mark One)
 [X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                      For Fiscal Year Ended: June 30, 2002


 [ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                        For the transition period from To


                         Commission file number 0-23825

                       Optimum Source International, Ltd.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

         Nevada                                              86-0674322
       ----------                                         ----------------
 State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization                          Identification No.)

                   2417 East Belmont, Fresno, California 93701
                   -------------------------------------------
               (Address of principal executive offices) (Zip code)

Issuer's telephone number                      (559) 237-2738
                                              ---------------

Securities registered under Section 12(b) of the Act:  NONE
Securities registered under Section 12(g) of the Act:


                          Common Stock Par Value $0.001
                                (Title of class)






                                              1

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


     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B 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. [X]

        State issuer's revenues for its most recent fiscal year. $8,000
                                                                 ------

     As of October 10, 2002,  there were  7,692,822  shares of the  Registrant's
common stock,  par value $0.001,  issued and  outstanding.  The aggregate market
value of the Registrant's  voting stock held by non-affiliates of the Registrant
was  approximately  $2,843,181  computed at the estimated  average bid and asked
price as of October 10, 2002.

                       DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference,  briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"): NONE

     Transitional Small Business Disclosure Format (check one):  Yes     ; NO X
                                                                   -----     ---





















                                        2

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                                TABLE OF CONTENTS


Item Number and Caption                                                     Page
-----------------------                                                    -----

PART I

Item 1.        Description of Business.........................................4

Item 2.        Description of Property.........................................8

Item 3.        Legal Proceedings...............................................8

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


PART II

Item 5.        Market for Common Equity and Related Stockholder Matters........9

Item 6.        Management's Discussion and Analysis or Plan of Operations.....10

Item 7.        Financial Statements...........................................12

Item 8.        Changes in and Disagreements With Accountants on Accounting and
               Financial Disclosure...........................................12

PART III

Item 9.        Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act..............12

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

Item 11.       Security Ownership of Certain Beneficial Owners and Management.13

Item 12.       Certain Relationships and Related Transactions.................14

Item 13.       Exhibits and Reports on Form 8-K...............................14








                                        3

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                                     PART I


                         ITEM 1 DESCRIPTION OF BUSINESS



General

     The Company was first incorporated in the State of Utah on October 24, 1984
as  A.R.M.  Chemical  Company,  Inc.  On  November  13,  1984,  the  name of the
Corporation was changed to E.R.M.  Chemical Company, Inc. From 1984 to 1986, the
Company attempted to manufacture,  distribute and sell chemical products for the
purification  of water.  This business  activity was abandoned.  On September 1,
1988 the Company  changed its name to M.P.V.  On September 7, 1989,  the name of
the Company was changed to Optimum Source International. The Company completed a
plan of  reorganization  on October  20,  1989  pursuant to which the assets and
corresponding  liabilities  of  LomaCycle,  Inc.  were  spun  off to the  former
shareholders of that corporation  before it became a wholly-owned  subsidiary of
M.P.V.,  Inc. From 1986 to 1990, the Company  attempted to acquire  interests in
various business  opportunities,  all attempts were abandoned. On June 29, 1990,
the  domicile  of the  Company was changed to Nevada and the name of the Company
was changed to Optimum Source International,  Ltd. The Company was inactive from
1990 to 1992.

Principal products or services and their markets

     The Company's primary mission is  Barter/Counter-trade  and its proprietary
interactive  services  both  Domestic and  International  and  encompassing  the
liquidation & auction industries globally.

     Optimum  Source  International  Ltd.,  (OSI) is poised  with  products  and
services for  individuals,  entrepreneurs,  and  companies of all sizes that are
desirous of learning or enhancing their  bartering,  trading and  countertrading
skills. Products are developed to fully integrate with each other or may be used
as stand alone products.  All products and services are currently offered on the
internet, and through selected channels of distribution.

     Barter,  Exchange,  Swap,  Trade and  Countertrade are rapidly becoming the
method of choice for  individuals,  companies and governments for acquiring what
they  want or need as it  eliminates  the  constant  monetary  change.  It is an
industry  that has reached sales of $100 billion  dollars plus  worldwide and is
growing at an incredible annual rate of 20%. The industry though,  has lagged in
automating.  OSI has focused its efforts on  providing  solutions  for  bringing
traders together worldwide.  OSI is a provider of surplus consumer goods through
its international suppliers inventories that are owned by OSI and associates are
accessible 24 hours a day via OSI's private network. OSI has developed the forum
for buyers and  sellers to locate one another  and  conduct  business  using the
latest networking technologies.

        Current products including:

                                        4

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CABLE VIEW

     A membership network for companies dealing with premiums,  auctions,  small
retail  dealers,  overseas  buyers,  and  corporate  users.  Members  may obtain
additional  inventories for non- dealer/members in their areas (with their prior
approval), enter their inventories, and charge a small exchange fee. As a member
in  CABLE  VIEW,  a  company  has  many  different   close-out  and  liquidation
inventories at their finger-tips,  24 hours a day. The services offered by CABLE
VIEW are listed below:

E-MAIL - SEARCH - FORUMS - CLASSIFIED ADS

     CABLE VIEW is available and is being  introduced to the Close-Out  industry
throughout  the world.  This  private  communication  network  which the Company
created has the capability of handling  thousands of calls,  24 hours a day, and
allows members to display, manipulate, extract and exchange information.

WHAT 'CHA GOT AUCTION SERVICES

     What "Cha Got is a network of auctioning services  implemented to provide a
distribution  system for selling  consumer  goods to end users and dealers.  OSI
provides  complete  federally  bonded  auctioning  services.   All  segments  of
operations are controlled by OSI from its corporate  headquarters  in Las Vegas,
Nevada. Constant communication between all entities are maintained via computer.
Satellite  auction sites  provide  additional  sales  outlets of consumer  goods
flowing to cash buyers nationwide.

COUNTERTRADE/BARTER

     Countertrade  associations  are  forming in ever  increasing  numbers.  The
recent  world  trade  agreements  open  up  more  opportunities  for an  already
expanding  countertrade  industry. A Barter,  Exchange,  Swap, Trade arrangement
enables a company to exchange  finished  goods for raw material at a fair price,
in lieu of  liquidating  inventories  at a  drastic  loss.  OSI  provides  these
services,  greatly  enhancing the Barter,  Exchange,  Swap, Trade industry,  and
establishing OSI as a world-wide countertrade resource leader.

     Potential negative impact of a participant in a countertrade/barter  action
can negatively impact the Company and its services.  For example,  the publicity
resulting from a participant activities such as inappropriate claims and product
representations  by  participants  can  make the  sponsoring  and  retaining  of
participants more difficult,  thereby negatively  impacting sales.  Furthermore,
the Company's  business and results of operations could be adversely affected if
the  Company   terminates  a  significant  number  of  participants  or  certain
participants who play a key role in the Company's distribution system. There can
be no assurance that these or other participant actions will not have a material
adverse effect on the Company or results of operations.

Distribution

     The  infrastructure  for all of  OSI's  operations  is its own  Interactive
Communications

                                        5

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     Information  Exchange Network.  This network allows for the streamlining of
OSI's corporate operations by minimizing paper work. It provides both buyers and
sellers  of  surplus  goods  the  arena  in  which  to  identify  and  negotiate
transactions.  It also  provides  the  interface  to wide area  networks,  i.e.,
Internet,  Microsoft's "MSN" Network,  and various public and private databases,
i.e., real estate, import/export,  associations,  and corporations.  The Company
has developed the first  application  software for traders  worldwide,  "Traders
ToolTM".  This  software  automates  all  aspects of  trade/barter/countertrade,
including currency  conversions and inventory  tracking.  Displays also indicate
reminders for expiration dates of scrip or services.  Traders ToolTM  interfaces
with Excel for tracking  trade  transactions,  as well as providing  statistics,
reports and spreadsheets.  Traders ToolTM also has specialty modules, i.e., real
estate,  gems, and consumer items.  Upon request,  Traders ToolTM  automatically
dials and connects to outside databases for specific goods information.  Traders
ToolTM is the only product of its kind available to the Barter,  Exchange, Swap,
Trade  industry at all levels,  from novice to expert.  The  Company's  focus is
automating  the  liquidation  and  barter  industry.  A network  of  independent
representatives  develop  sales  and  marketing,   introduce  new  services  and
products,  and expand distribution of products while pursuing strategic alliance
worldwide.

Competition

     Competition  in  the  barter,  trading  and  counter  trading  industry  is
vigorous,  characterized by a relatively large number of companies (estimated at
approximately  1,500),  most of which  have  relatively  small  sales.  Industry
sources  estimate  that there are less than 100  companies in the industry  that
have annual  sales of $2 million or more.  Since only one of these  companies in
this  industry  is  public  and the rest are  privately  held,  little  reliable
financial data is available.  Many of the companies have established reputations
for successfully  developing and marketing  barter,  trading and  countertrading
services,  with a variety of  well-established  marketing outlets.  Many of such
companies have greater financial,  managerial, and technical resources than OSI.
Principal  competitors  include members of the  International  Reciprocal  Trade
Association, and members of the National Association of Trade Exchanges.

     The Company  competes by emphasizing  the value and premium  quality of the
Company's  products and the  convenience of the Company's  distribution  system.
There can be no assurance that the Company's  business and results of operations
will not be affected  materially by market  conditions  and  competition  in the
future.

Sources and availability of raw material and the names of principal suppliers

     All  the  Company's   products  are  currently   produced  by  manufactures
unaffiliated  with the Company.  The Company's profit margins and its ability to
deliver  products  on a timely  basis  are  dependent  upon the  ability  of the
Company's  outside  suppliers to supply  products in a timely and cost efficient
manner.

     The Company currently  acquires products from suppliers that are considered
by the Company to be the superior suppliers of such products.  Due to the nature
of the close out market the  availability  of  products  varies from day to day.
There can be no assurance  that the loss of a supplier would not have a material
adverse effect on the Company's business and results of operations.

                                        6

<PAGE>




Dependence on one or a few major customers

     No customer accounts for more than 10% of sales.

Trademark and Patent Protection

     As a company selling products nationwide and internationally,  OSI believes
that  establishing  trade and service marks and  copyrights  for brand names and
associated  advertising  and labeling  materials  is  important  in  maintaining
company and product identification and integrity. Accordingly, OSI is engaged on
a continuing basis in developing  brand names and such associated  materials for
its products,  securing  trade and service mark  protection for such brand names
and copyright  protection for such  associated  material,  policing its existing
marks,  and  enforcing  its legal rights in cases of potential  infringement  by
third parties of its legally  protected  marks and  copyrights.  Notwithstanding
these  safeguards,  it is possible for competitors of the Company to imitate its
products.  Furthermore,  others may  independently  develop  products similar or
superior to those  developed  or planned by the  Company.  While the Company may
obtain  patents or  trademarks  with  respect to  certain of its  products,  the
Company may not have sufficient  resources to defend such patents;  such patents
may not afford all necessary  protection and competitors may develop  equivalent
or superior products which may not infringe such patents.

Future Capital Needs and Uncertainty of Additional Funding

     The Company was not in full  operation  during 2002 and thus,  the revenues
generated are not  representative of those that are expected once full operating
status  has been  achieved.  Revenues  are not yet  sufficient  to  support  the
Company's operating expenses. However, the Company is cautiously optimistic that
operating  revenues will be adequate to meet operating  expenses during the next
year.  Since the Company's  formation,  it has funded its operations and capital
expenditures primarily through private placements of debt and equity securities.
The Company will be required to seek additional  financing in the future.  There
can be no assurance that such financing will be available at all or available on
terms acceptable to the Company.

Government Regulation

     The Company's products currently do not require  government  approval.  The
Company is not aware of any existing or probable governmental regulations on the
business.

Research and Development Activities

     For the year ended June 30, 2002 there was no money  allocated  to research
and development.  Royalty agreements  provided that the research and development
expenses are to be paid by the royalty holder.

Employees

     As of June 30,  2002 the Company  had no full time  employees.  There are a
total of 2 contract

                                        7

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employees engaged in the general management and administration.

Risk of Low-priced Stocks

     Rules 15g-1 through 15g-9 promulgated under the Securities  Exchange Act of
1934 (the "Exchange  Act") impose sales practice and disclosure  requirements on
certain  brokers  and dealers who engage in certain  transactions  involving  "a
penny stock."

     Currently,  the  Company's  Common  Stock is  considered  a penny stock for
purposes of the  Exchange  Act. The  additional  sales  practice and  disclosure
requirements imposed on certain brokers and dealers could impede the sale of the
Company's  Common  Stock  in the  secondary  market.  In  addition,  the  market
liquidity and price for the Company's securities may be adversely affected.

     Under the penny stock  regulations,  a broker or dealer selling penny stock
to  anyone  other  than  an  established  customer  or  "accredited   investor"'
(generally,  an  individual  with a net worth in excess of  $1,000,000 or annual
incomes  exceeding  $200,000,  or $300,000 together with his or her spouse) must
make a special suitability  determination for the purchaser and must receive the
purchaser's  written consent to the transaction prior to sale, unless the broker
or dealer or the transaction is otherwise exempt.  In addition,  the penny stock
regulations  require the broker or dealer to deliver,  prior to any  transaction
involving a penny stock,  a disclosure  schedule  prepared by the Securities and
Exchange  Commission (the "SEC") relating to the penny stock market,  unless the
broker,  or dealer,  or the transaction is otherwise exempt. A broker, or dealer
is also required to disclose commissions payable to the broker or dealer and the
registered   representative  and  current  quotations  for  the  Securities.  In
addition,  a broker or dealer is required to send monthly statements  disclosing
recent  price  information  with respect to the penny stock held in a customer's
account and information with respect to the limited market in penny stocks.


                         ITEM 2 DESCRIPTION OF PROPERTY



     The Company has  committed  to a month to month lease at $500 per month for
its corporate headquarters in Fresno, California.




                            ITEM 3 LEGAL PROCEEDINGS



     In addition to  ordinary  routine  litigation  incidental  to its  business
operations,  which the Company does not believe,  in the aggregate,  will have a
material  adverse  effect on the  Company,  or its  operations,  the Company was
engaged in the following lawsuits:


                                        8

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     On  December,  17,  1999,  The Company was named in a lawsuit by  Financial
Observer West, dba Stockbrokers  Society et al, in the Glendale  District Court,
Glendale,  California.  The case is in the  discovery  stage.  Management of the
Company  believes this lawsuit to be without merit and expects all charges to be
dropped or  dismissed.  As of June 30, 2002,  it is not possible to estimate any
economic impact on the Company as a result of this law suit.


                        ITEM 4 SUBMISSION OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS



     No matters were subject to a vote of security holders during 2002.

                                     PART II


                       ITEM 5 MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS



MARKET INFORMATION

     The stock is traded  over-the-counter on the NASDAQ Bulletin Board with the
trading symbol "OSIN".  The following high and low bid  information was provided
by PC Financial Network.  The quotations provided reflect  inter-dealer  prices,
without retail  mark-up,  mark-down or commission  and may not represent  actual
transactions.


                                           High            Low
              2001:
Jan - Mar                               $        3.800  $       0.610
Apr - Jun                               $        2.880  $       1.210
              2002:
First Quarter (09/30/01)                $            -  $          -
Second Quarter (12/31/01)               $            -  $          -
Third Quarter (03/31/02)                $            -  $          -
Fourth Quarter (06/30/02)               $        0.750  $       0.450

     To  the  best  of  management's  knowledge,  there  was no  trading  of the
Company's stock during the first, second and third quarter of 2002.

     The number of  shareholders  of record of the Company's  common stock as of
June 30, 2002 was approximately 261.

     The Company has not paid any cash dividends to date and does not anticipate
paying

                                        9

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dividends in the foreseeable  future.  It is the present intention of management
to utilize all available funds for the development of the Company's business.

     During  the year  ended  June30,  2002,  the  Company  declared a 10% stock
dividend for holders of record on December 14, 2001.



                       ITEM 6 MANAGEMENT'S DISCUSSION AND
                         ANALYSIS OR PLAN OF OPERATIONS



General

     The following discusses the financial position and results of operations of
the Company.

Results of Operations

     From 1984 to 1986,  the Company  attempted to  manufacture,  distribute and
sell chemical products for the purification of water. This business activity was
abandoned.  From 1986 to 1990,  the Company  attempted  to acquire  interests in
various  business  opportunities,  all attempts were abandoned.  The Company was
inactive  from 1990 to 1992.  The  Company  was in the  development  stage  from
December  31, 1992 through  December 31, 1997.  During the six months ended June
30, 2001, the Company was in a transition period, having changed its fiscal year
end from December to June.  During the year ended June 30, 2002, the Company was
not in full  operations.  Accordingly,  comparisons  with prior  periods are not
meaningful.

Total  Revenues - For the year ended June 30, 2002,  the Company had total trade
revenues  of $8,000.  For the six months  ended June 30,  2001,  the Company had
total trade revenues of approximately $40,000.

Costs and  Expenses - For the year ended June 30,  2002,  the  Company had a net
loss of  approximately  $218,000.  For the six months ended June 30,  2001,  the
Company  had a net  loss of  approximately  $162,000.  The net  loss is  largely
attributable to the  amortization of intangible  assets and additional  expenses
incurred by startup companies.  Given the limited operations which took place in
2002, any discussion of operating expenses as a percentage of sales would not be
meaningful and might be misleading.

Liquidity and Capital Resources

     The  Company  requires  working  capital  principally  to fund its  current
operations.  Generally the Company has adequate funds for its activities.  There
are no formal  commitments  from  banks or other  lending  sources  for lines of
credit or similar  short-term  borrowing.  It is  anticipated  that the  current
operations  will expand and funds  generated  will exceed the Company's  working
capital requirements for the next year.

                                       10

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     The Company intends to seek an acquisition of a larger and potentially more
profitable  business.  The Company intends to focus on  opportunities to acquire
new products or  technologies  in development as well as those  currently  being
operated,   including  a  complete  operating  business  that  has  demonstrated
long-term  growth  potential,  strong  marketing  presence,  and the  basis  for
continuing profitability.  The Company has not identified any specific target or
possible  acquisition.  As the Company pursues its acquisition  program, it will
incur  costs for  ongoing  general  and  administrative  expenses as well as for
identifying, investigating, and negotiating a possible acquisition.

     In order to  complete  any  acquisition,  the  Company  may be  required to
supplement  its  available  cash and other  liquid  assets  with  proceeds  from
borrowing, the sale of additional securities, including the private placement of
restricted  stock and/or a public  offering,  or other sources.  There can be no
assurance  that  any such  required  additional  funding  will be  available  or
favorable to the Company.

     There  are  no  arrangements  or  understandings   between   non-management
shareholders and management under which non-management shareholders may directly
or  indirectly  participate  in or influence  the  management  of the  Company's
affairs.

     The  Company may be required to  supplement  its  available  cash and other
liquid assets with proceeds from borrowing,  the sale of additional  securities,
or other sources.  There can be no assurance  that any such required  additional
funding will be  available  or, if  available,  that it can be obtained on terms
favorable to the Company.

Inflation and Regulation

     The  Company's  operations  have not  been,  and in the  near  term are not
expected to be, materially affected by inflation or changing prices. The Company
will encounter competition from a variety of firms selling barter/trade services
in  its  market  area.   Many  of  these  firms  have  long  standing   customer
relationships and are well-staffed and well financed.  The Company believes that
competition  in the  barter/trade  industry  is  based on  competitive  pricing,
although  the  ability,  reputation  and support of a marketing  network is also
significant. The Company does not believe that any recently enacted or presently
pending proposed  legislation will have a material adverse effect on its results
of operations.

Factors That May Affect Future Results

     Management's  Discussion  and  Analysis and other parts of this form 10-KSB
contain information based on management's beliefs and forward-looking statements
that involve a number of risks, uncertainties,  and assumptions. There can be no
assurance that actual results will not differ materially for the forward-looking
statements  as a result of various  factors,  including  but not  limited to the
following:

     The  markets  for many of the  Company's  offerings  are  characterized  by
rapidly  changing  technology,  evolving  industry  standards,  and frequent new
product  introductions.  The  Company's  operating  results  will  depend  to  a
significant extent on its ability to design, develop, or otherwise

                                       11

<PAGE>



obtain and  introduce  new  products,  services,  systems,  and solutions and to
reduce  the  costs of these  offerings.  The  success  of these  and  other  new
offerings is dependent  on many  factors,  including  proper  identification  of
customer needs, cost, timely completion and introduction,  differentiation  from
offerings of the Company's  competitors,  and market acceptance.  The ability to
successfully  introduce new products and services could have an impact on future
results of operations.


                           ITEM 7 FINANCIAL STATEMENTS



     The financial statements of the Company and supplementary data are included
beginning  immediately  following the signature page to this report. See Item 13
for a  list  of the  financial  statements  and  financial  statement  schedules
included.


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



     There are not and have not been any  disagreements  between the Company and
its accountants on any matter of accounting  principles,  practices or financial
statements disclosure.

                                    PART III


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



Executive Officers and Directors

     The  following  table  sets  forth  the name,  age,  and  position  of each
executive officer and director of the Company:


Director's Name      Age    Office                       Term of Office

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

Rose Fischer         50     Director                     June 1, 2002 to Present
Jeffrey Jackson      51     President                    June 1, 2002 to Present
Daniel Vasil         52     Director                     June 1, 2002 to Present



                                              12

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Business Experience

Rose Fischer,  Secretary/Treasurer,  with an associate degree in accounting, has
been Director and Operations  Facilitator for the past two years, which includes
finalization and  implementation of all electronic  commerce.  Prior to OSI, Ms.
Fischer's  experience was as a financial  consultant  with a privately held firm
since 1985.

Jeffrey Jackson, Environmental Industry, Business Assets and Resource Consultant
- Valley Pacific  Environmental and Energy Company CEO - Mr. Jackson has over 27
years  experience  in  the  Environmental  Industry,   Commercial  construction,
Business  Assets  Protection and Resource  Management.  Mr. Jackson has provided
oversight to  assessments of liability and asset  protection,  as well as future
public company acquisition and development.

Daniel Vasil,  is service the Company as Director of Operations,  overseeing and
coordinating many of the Company's  projects and  acquisitions.  Mr. Vasil has a
background  in Healthcare  and  Healthcare  Management  and is also the CEO of a
Healthcare Management Company.

Resignation of Officers

     Rose Fischer, former C.E.O. and C.F.O., resigned effective October 1, 2001.
Ms. Fischer remains as a Director.

Compliance with Section 16(a) of the Exchange Act

     Based  solely  upon a review of forms 3, 4, and 5 and  amendments  thereto,
furnished to the Company during or respecting its last fiscal year, no director,
officer,  beneficial owner of more than 10% of any class of equity securities of
the  Company  or any other  person  known to be  subject  to  Section  16 of the
Exchange  Act of 1934,  as  amended,  failed to file on a timely  basis  reports
required by Section 16(a) of the Exchange Act for the last fiscal year.


                         ITEM 10 EXECUTIVE COMPENSATION



     There has been no executive compensation.


                 ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                                 AND MANAGEMENT



Principal Shareholders

     The table below sets forth  information  as to each person owning of record
or who was known

                                       13

<PAGE>



by the  Company  to own  beneficially  more than 5% of the  7,692,822  shares of
issued and  outstanding  Common  Stock of the  Company  as of June 30,  2002 and
information as to the ownership of the Company's  Stock by each of its directors
and executive  officers and by the directors and executive  officers as a group.
Except as otherwise  indicated,  all shares are owned directly,  and the persons
named in the table have sole voting and investment  power with respect to shares
shown as beneficially owned by them.

                                                   # of
Name and Address            Nature of             Shares
of Beneficial Owners        Ownership             Owned            Percent
Directors

The Word, LLC                Common Stock       4,700,000            61%

All Executive Officers       Common Stock         None               0%
and Directors as a Group
  (3 persons)



             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



     James O'Brien,  the former  President of the Company,  provided the Company
with the marketing distribution plans,  compensation program,  commission payout
structure, operations, and automated monthly ordering system.

     During 2002 and 2001 the Company  borrowed  money from a Stockholder to pay
administrative  expenses.  The loan is payable  on demand and  carries an annual
interest  rate of 10 percent.  As of June 30, 2002 An amount of $191,999 was due
including accrued interest.


                   ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K



(a)     The following documents are filed as part of this report.

1.      Financial Statements                                                Page

Independent Auditors' Report...............................................F - 1

Balance Sheets
  June 30, 2002 and 2001 (Transition Period) ..............................F - 2


                                       14

<PAGE>



Statements of Operations for the
  Year Ended June 30, 2002 and the
  Six Months (Transition Period) Ended June 30, 2001.......................F - 4

Statement of Stockholders' Equity for the
  Year Ended June 30, 2002 and the
  Six Months (Transition Period) Ended June 30, 2001 ......................F - 5

Statements of Cash Flows for the
  Year Ended June 30, 2002 and the
  Six Months (Transition Period) Ended June 30, 2001 ......................F - 6

Notes to the Financial Statements
  June 30, 2002 and 2001 (Transition Period) ..............................F - 8

2.   Financial Statement Schedules

     The following  financial statement schedules required by Regulation S-X are
included herein.

     All schedules are omitted  because they are not  applicable or the required
information is shown in the financial statements or notes thereto.

3.   Exhibits

     The following exhibits are included as part of this report:

Exhibit
Number   Title of Document


3.1      Articles of Incorporation(1)
3.2      By-laws(1)
10.1     2000/2001 Directors and Employees stock option and stock award plan.(1)
99.1     Certification Pursuant to 18 U.S.C. ss 1350, As Adopted Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.
99.2     Certification Pursuant to 18 U.S.C. ss 1350, As Adopted Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference.

        1.     No reports on Form 8-K were filed.


                                   SIGNATURES



                                       15

<PAGE>




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

                       OPTIMUM SOURCE INTERNATIONAL, LTD.


Dated: October 14, 2002                            By  /S/     Jeffrey Jackson
                                                   -----------------------------
                                                   Jeffrey Jackson,
                                                   President

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
October 14, 2002.

Signatures                                      Title

/S/     Jeffrey Jackson
-----------------------------------------------------------------
Jeffrey Jackson                                 Director, President
                                               (Principal Executive, Financial
                                                and Accounting Officer)

S/     Rose Fischer
------------------------------------------------------------------
Rose Fischer                                    Director



/S/     Daniel Vasil
-------------------------------------------------------------------
Daniel Vasil                                    Director


















                                       16

<PAGE>


I, Jeffrey Jackson, certify that:

     1. I have  reviewed  this annual  report on Form  10-KSB of Optimum  Source
International, Ltd.

     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.

Date: 10/14/02


 /s/ Jeffrey Jackson
---------------------------------------------------------
Jeffrey Jackson
President and Principal Executive, Financial and Accounting Officer





                                       17

<PAGE>












                       OPTIMUM SOURCE INTERNATIONAL, LTD.

                                      - : -

                          INDEPENDENT AUDITORS' REPORT

                   JUNE 30, 2002 AND 2001 (Transition Period)




<PAGE>










                                TABLE OF CONTENTS



Independent Auditors' Report...............................................F - 1

Balance Sheets
  June 30, 2002 and 2001 (Transition Period) ..............................F - 2

Statements of Operations for the
  Year Ended June 30, 2002 and the
  Six Months (Transition Period) Ended June 30, 2001.......................F - 4

Statement of Stockholders' Equity for the
  Year Ended June 30, 2002 and the
  Six Months (Transition Period) Ended June 30, 2001 ......................F - 5

Statements of Cash Flows for the
  Year Ended June 30, 2002 and the
  Six Months (Transition Period) Ended June 30, 2001 ......................F - 6

Notes to the Financial Statements
  June 30, 2002 and
  June 30, 2001 (Transition Period) .......................................F - 8
















                                      F - 0

<PAGE>





                          INDEPENDENT AUDITORS' REPORT



Board of Directors
Optimum Source International, Ltd.


     We  have  audited  the  accompanying   balance  sheets  of  Optimum  Source
International,  Ltd., as of June 30, 2002 and 2001 (Transition  Period), and the
related  statements of operations,  stockholders'  equity and cash flows for the
year ended June 30, 2002 and six months (transition period) ended June 30, 2001.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the 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  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in  all  material   respects,   the   financial   position  of  Optimum   Source
International,  Ltd., as of June 30, 2002 and 2001 (transition  period), and the
results of its  operations,  and its cash flows for the year ended June 30, 2002
and six months  (transition  period)  ended  June 30,  2001 in  conformity  with
accounting principles generally accepted in the United States of America.

                                                   Respectfully submitted,


                                                   /s/ Robison, Hill & Co.
                                                   ---------------------------
                                                   Certified Public Accountants

Salt Lake City, Utah
September 24, 2002







                                      F - 1

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                                 BALANCE SHEETS



<TABLE>
<CAPTION>

                                                                                 (Transition
                                                                                   Period)
                                                                  June 30,         June 30,
                                                                    2002             2001
                                                               ---------------  --------------
Assets
Current Assets
<S>                                                            <C>              <C>
  Cash                                                         $           280  $        6,363
  Accounts Receivable                                                        -           9,546
  Inventory                                                            192,044         212,844
  Available-for-Sale Investments                                             -          22,645
                                                               ---------------  --------------

     Total Current Assets                                              192,324         251,398

Fixed Assets
  Office Equipment & Furniture                                          25,378          25,378
  Less Accumulated Depreciation                                         (8,883)         (3,807)
                                                               ---------------  --------------

     Total Fixed Assets                                                 16,495          21,571
                                                               ---------------  --------------

Other Assets                                                            60,000          60,000
                                                               ---------------  --------------

                                                               $       268,819  $      332,969
                                                               ===============  ==============
</TABLE>




















                                      F - 2

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                                 BALANCE SHEETS
                                   (Continued)


<TABLE>
<CAPTION>

                                                                                 (Transition
                                                                                   Period)
                                                                  June 30,         June 30,
                                                                    2001             2001
                                                               ---------------  --------------
Liabilities and Stockholders' Equity
Liabilities
<S>                                                            <C>              <C>
  Accounts Payable                                             $                $  -    15,108
  Accrued Liabilities                                                   24,809           7,023
  Loans From Shareholder                                               191,999         104,928
                                                               ---------------  --------------

     Total Liabilities                                                 216,808         127,059
                                                               ---------------  --------------

Stockholders' Equity
  Preferred Stock, authorized 5,000,000 shares of
    $.01 par value, -0- shares issued and outstanding at
    June 30, 2002 and 2001                                                   -               -
  Common Stock, authorized 50,000,000 shares of
    $.001 par value, issued and outstanding
    7,692,822 at June 30, 2002 and 12,447,950 at
    June 30, 2001                                                        7,693          12,448
  Treasury Stock, 6,000,000 shares at June 30, 2002
    and -0- shares at June 30, 2001                                      6,000               -
  Additional Paid in Capital                                         1,094,226       1,095,471
  Accumulated Other Comprehensive Income (Expense)                           -         (64,507)
  Retained Deficit                                                  (1,055,908)       (837,502)
                                                               ---------------  --------------

     Total Stockholders' Equity (Deficit)                               52,011         205,910
                                                               ---------------  --------------

   Total Liabilities and Stockholders' Equity                  $       268,819  $      332,969
                                                               ===============  ==============
</TABLE>











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

                                      F - 3

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                                     (Transition
                                                                                       Period)
                                                                    For the Year     Six Months
                                                                       Ended            Ended
                                                                      June 30,        June 30,
                                                                        2002            2001
                                                                   --------------  ---------------

<S>                                                                <C>             <C>
Revenues                                                           $        8,000  $        39,632
Cost of Revenues                                                            3,500           19,955
                                                                   --------------  ---------------

     Gross Profit                                                           4,500           19,677

Expenses:
  Advertising                                                              15,000            2,092
  General & Administrative                                                120,041          177,018
                                                                   --------------  ---------------

     Income (Loss) from Operations                                       (130,541)        (159,433)

Other Income (Expense):
  Gain (Loss) on Sale of
    Marketable Securities                                                 (70,082)               -
  Interest Income                                                               3               42
  Interest Expense                                                        (17,786)          (2,552)
                                                                   --------------  ---------------

     Net Other Income (Expense)                                           (87,865)          (2,510)
                                                                   --------------  ---------------

Net Income (Loss) Before Taxes                                           (218,406)        (161,943)

Income Taxes                                                                    -                -
                                                                   --------------  ---------------

Net Loss                                                           $     (218,406) $      (161,943)
                                                                   ==============  ===============

Net Income (Loss) Per Share                                        $      (0.02)   $       (0.01)
                                                                   ==============  ===============

Weighted Average shares
 Outstanding                                                            9,411,592       12,055,268
                                                                   ==============  ===============
</TABLE>



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



                                              F - 4

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                      FOR THE YEAR ENDED JUNE 30, 2002, AND
           FOR THE SIX MONTHS (TRANSITION PERIOD) ENDED JUNE 30, 2001

<TABLE>
<CAPTION>

                                                                                                         Accumulated
                                                                                         Additional         Other
                              Preferred Stock           Common Stock        Treasury       Paid-in      Comprehensive     Retained
                            --------------------  ------------------------
                             Shares     Amount       Shares       Amount      Stock        Capital          Income         Deficit
                            ---------  ---------  ------------- ---------- -----------  -------------  ---------------- ------------

<S>                         <C>        <C>           <C>        <C>        <C>          <C>            <C>              <C>
Balance December 31, 2000           -  $          -  11,656,585 $   11,657 $            $ - 1,096,262  $        (77,325)$  (675,559)

March 31, 2001, Shares
  Issued pursuant to a 7%
  Stock dividend                    -          -        791,365        791           -           (791)                -           -

Comprehensive income:
  Net Loss                          -          -              -          -           -              -                 -    (161,943)
  Unrealized holding losses         -          -              -          -           -              -            12,818           -
                            ---------  ---------  ------------- ---------- -----------  -------------  ---------------- ------------

Balance June 30, 2001               -          -     12,447,950     12,448           -      1,095,471           (64,507)   (837,502)

November 17, 2001
  Stock returned to company         -          -     (6,000,000)    (6,000)      6,000              -                 -           -

December 14, 2001
  Shares issued pursuant to
  10% stock dividend                -          -      1,244,872      1,245           -         (1,245)                -           -

Comprehensive income:
  Net Loss                          -          -              -          -           -              -                 -    (218,406)
  Loss on Investment                -          -              -          -           -              -            64,507           -
                            ---------  ---------  ------------- ---------- -----------  -------------  ---------------- ------------

Balance June 30, 2002               -  $          -   7,692,822 $    7,693 $     6,000  $   1,094,226  $                $(1,055,908)
                            =========  =========  ============= ========== ===========  =============  ================ ============
</TABLE>

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

                                              F - 5

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                (Transition
                                                                                  Period)
                                                                                 Six Months
                                                                 Year Ended        Ended
                                                                  June 30,        June 30,
                                                                    2002            2001
                                                               --------------  --------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                            <C>             <C>
Net Income (loss)                                              $     (218,406) $     (161,943)
Adjustments used to reconcile net income to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                                       5,076           2,538
    Loss on sale of available-for-sale investments                     87,152               -
Changes in operating assets and liabilities:
   Decrease (increase) in accounts receivable                           9,546           5,225
   Decrease (increase) in inventory                                    20,800         137,893
   Increase in prepaid expense                                              -           9,000
   Increase (decrease) in accounts payable                            (15,108)          5,108
   Increase (decrease) in accrued expenses                             17,786            (608)
                                                               --------------  --------------
Net Cash Provided (used) by operating Activities                      (93,154)         (2,787)
                                                               --------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Other Assets                                                 -         (60,000)
                                                               --------------  --------------
Net cash provided (used) by investing activities                            -         (60,000)
                                                               --------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on Short-term Notes Payable                              -         (55,000)
Loans from shareholder                                                 87,071         104,928
                                                               --------------  --------------
Net cash provided (used) by financing activities                       87,071          49,928
                                                               --------------  --------------

Net increase (decrease) in cash and Cash equivalents                   (6,083)        (12,859)
Cash and cash equivalents at beginning of year                          6,363          19,222
                                                               --------------  --------------
Cash and cash equivalents at end of year                       $          280  $        6,363
                                                               ==============  ==============

Supplemental Disclosure of Cash Flow Information
Interest                                                       $       17,786  $       38,406
Income Taxes                                                   $            -  $            -

</TABLE>





                                      F - 6

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                            STATEMENTS OF CASH FLOWS
                                   (Continued)



SUPPLEMENTAL  DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

     During the year  ended  June 30,  2002,  the  Company  declared a 10% stock
dividend for holder of record on December 14, 2001.

     During the six months ended June 30, 2001, the Company  declared a 7% stock
dividend for holders of record on March 31, 2001.

































    The accompanying notes are an integral part of these financial statements

                                      F - 7

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                   JUNE 30, 2002 AND 2001 (Transition Period)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This summary of accounting policies for Optimum Source International,  Ltd.
is presented to assist in understanding the Company's financial statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Organization and History

     The Company was incorporated under the laws of the State of Utah on October
24, 1984. The Company  Redomiciled to the State of Nevada on June 29, 1990. From
1984 to 1986, the Company attempted to manufacture, distribute and sell chemical
products for the  purification of water.  This business  activity was abandoned.
From 1986 to 1990,  the  Company  attempted  to  acquire  interests  in  various
business  opportunities,  all attempts were abandoned.  The Company was inactive
from 1990 to 1992.

Nature of Business

     The Company's primary mission is  Barter/Counter-trade  and its proprietary
interactive  services  both  Domestic and  International  and  encompassing  the
liquidation & auction industries globally.

Cash and Cash Equivalents

     For purposes of the  statement  of cash flows,  the Company  considers  all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Reclassification

     Certain  reclassifications  have been made in the 2001 financial statements
to conform with the 2002 presentation.

Concentration of Credit Risk

     The Company has no significant  off-balance-sheet  concentrations of credit
risk such as foreign  exchange  contracts,  options  contracts or other  foreign
hedging  arrangements.  The Company  maintains the majority of its cash balances
with one financial institution, in the form of demand deposits.



                                      F - 8

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                   JUNE 30, 2002 AND 2001 (Transition Period)
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Loss per Share

     The  reconciliations  of the  numerators  and  denominators  of  the  basic
earnings per share computations are as follows:
<TABLE>
<CAPTION>

                                                                                   Per-Share
                                                    Income          Shares           Amount
                                                  (Numerator)    (Denominator)

                                                       For the year ended June 30, 2002
                                                       --------------------------------
Basic Loss per Share
<S>                                             <C>                   <C>        <C>
Income available to common shareholders         $      (218,406)      9,411,592  $       (0.02)
                                                =============== ===============  ==============


                                        For the six months (Transition Period) ended June 30, 2001
                                        ----------------------------------------------------------
Basic Loss per Share
Loss available to common shareholders           $      (161,943)     12,055,268  $       (0.01)
                                                =============== ===============  ==============
</TABLE>

     There are no  outstanding  common  stock  equivalents  at June 30, 2002 and
2001.

Pervasiveness of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  required  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.

Advertising Expense

     Advertising costs are charged to operations when the services are provided.










                                      F - 9

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                   JUNE 30, 2002 AND 2001 (Transition Period)
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Property and Equipment

     Property and equipment are stated at cost.  Depreciation is provided for in
amounts  sufficient to relate the cost of depreciable  assets to operations over
their estimated service lives,  principally on a straight-line basis from 3 to 5
years.

     Upon sale or other  disposition  of property  and  equipment,  the cost and
related  accumulated  depreciation or amortization are removed from the accounts
and any gain or loss is included in the determination of income or loss.

     Expenditures  for  maintenance  and  repairs  are  charged  to  expense  as
incurred.  Major overhauls and betterments are capitalized and depreciated  over
their useful lives.

     The Company  identifies and records  impairment losses on long-lived assets
such as property and equipment when events and circumstances  indicate that such
assets  might be impaired.  The Company  considers  factors such as  significant
changes in the  regulatory or business  climate and projected  future cash flows
from the respective asset. Impairment losses are measured as the amount by which
the carrying amount of intangible asset exceeds its fair value.

NOTE 2 - RELATED PARTY TRANSACTIONS

     During 2002 and 2001 the Company  borrowed  money from a Stockholder to pay
administrative  expenses.  The loan is payable  on demand and  carries an annual
interest rate of 10 percent.  As of June 30, 2002, an amount of $191,999 was due
including accrued interest.

NOTE 4 - INCOME TAXES

     As of June 30, 2002, the Company had a net operating loss  carryforward for
income tax  reporting  purposes  of  approximately  $698,000  that may be offset
against future taxable income through 2022. Current tax laws limit the amount of
loss that can offset future taxable income when there is a substantial change in
ownership.  The amount of net operating  loss  available to offset future income
will be limited if there is a substantial  change in  ownership.  No tax benefit
has been  reported in the  financial  statements,  because the Company  believes
there  is a  50%  or  greater  chance  the  carryforwards  will  expire  unused.
Accordingly,  the potential tax benefits of the loss carryforwards are offset by
a valuation allowance of the same amount.




                                     F - 10

<PAGE>


                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                   JUNE 30, 2002 AND 2001 (Transition Period)
                                   (Continued)

NOTE 5 - COMMITMENTS AND CONTINGENCIES

     The Company has  committed  to a month to month lease at $500 per month for
its corporate headquarters in Fresno, California.

     In addition to  ordinary  routine  litigation  incidental  to its  business
operations,  which the Company does not believe,  in the aggregate,  will have a
material  adverse  effect on the  Company,  or its  operations,  the Company was
engaged in the following lawsuits:

     On  December,  17,  1999,  The Company was named in a lawsuit by  Financial
Observer  West,  dba  Stockbrokers  Society,  et al.  Management  of the Company
believes  this lawsuit to be without merit and expects all charges to be dropped
or  dismissed.  As of June 30, 2002, it is not possible to estimate any economic
impact on the Company as a result of this law suit.

NOTE 6 - DIRECTORS AND EMPLOYEES STOCK OPTION PLAN

     The Company as  authorized  a stock option and stock award plan whereby the
Company can issue stock  options to  employees  at no less than 100% of the fair
market  value of a share of Common Stock on the date the option is granted or in
the case of a more than 10% owner no less than 110% of the fair market value. As
of June 30, 2001 no options have been granted.

NOTE 7 - TREASURY STOCK

     On November 17, 2001, a stockholder  returned six million  shares of common
stock to the Company.

NOTE 8 - STOCK DIVIDEND

     On  December  14,  2001,  the  Company  declared  a 10% stock  dividend  to
shareholders  with proof of ownership as of the issue date. The certificate will
be restricted for one year from the date of issuance.

                                     F - 11

<PAGE>