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

                        FORM 10-KSB/A

      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
             THE SECURITIES EXCHANGE ACT OF 1934

            For the Year Ended December 31, 2002
                Commission File No. 33-90696

               ANDEAN DEVELOPMENT CORPORATION
       (Name of Small Business Issuer in Its Charter)

FLORIDA                                                    65-0420146
(State of Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

1224 Washington Avenue, Miami Beach, Florida             33139
(Address of Principal Executive Offices)                 (Zip Code)

                   1224 Washington Avenue
                 Miami Beach, Florida 33139
                       (305) 866-3360
      (Issuer's Telephone Number, Including Area Code)

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

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

               COMMON STOCK, $.0001 PAR VALUE
                      (Title of Class)

          REDEEMABLE COMMON STOCK PURCHASE WARRANTS
                      (Title of Class)
Check  whether the issuer (1) has 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 issuer 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 contained in this form,  and  no
disclosure  will  be  contained, to the best of issuer'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:      $249,843.

         State the aggregate market value of the voting stock held by
non-affiliates of the registrant on April 14, 2003, computed by
reference to the price at which the stock was sold on that date:
$51,886.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.

         2,820,100 shares of Common Stock, $.0001 par value, as of
December 31, 2002.

         Transitional Small Business Disclosure Format (check one)
         Yes [ ] No [X]

DOCUMENTS INCORPORATED BY REFERENCE

         None






































               ANDEAN DEVELOPMENT CORPORATION
                    Report on Form 10KSB
         For the Fiscal Year Ended December 31, 2002

                      TABLE OF CONTENTS

PAGE

                           PART I

Item 1.       Description of the
Business................................................................ 1
Item 2.       Description of the
Property................................................................11
Item 3.       Legal
Proceedings.............................................................11
Item 4.       Submission of Matters to Vote of Security Holders.........12

                           PART II

Item 5.       Market for Common Equity and Related Stockholder Matters..13
Item 6.       Management's Discussion and Analysis......................14
Item 7.       Financial Statements......................................18
Item 8.       Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure.......................18

                          PART III

Item 9.       Directors, Executive Officers, Promoters and Control
              Persons...................................................19
Item 10.      Executive Compensation....................................21
Item 11.      Security Ownership of Certain Beneficial Owners and
              Management................................................23
Item 12.      Certain Relationships and Related Transactions............24

                           PART IV

Item 13.      Exhibits and Reports on Form 8-K..........................26

Signatures .............................................................28








                           PART I

               ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS

GENERAL

       Andean  Development  Corporation ("ADC"  or  the  "Company")  was
incorporated in Florida on October 19, 1994 and is presently  a  holding
company  for  Errazuriz y Asociados Ingenieros S.A.  ("AE&A"),  and  E&A
Ingesis  S.A.  ("INA"), both Chilean corporations located  in  Santiago,
Chile.   Except as otherwise specifically noted, ADC, AE&A and  INA  are
collectively referred to herein as the "Company."

       AE&A  provides  engineering and project management  services  for
water and energy related private and public works and provides technical
assistance for both turnkey and non-turnkey major works, mainly  related
to  the  development  and  construction  of  energy,  water  and  sewage
treatment projects in Chile. INA acts as the agent in the sale of  major
electrical and mechanical equipment. See "Core Business."

       INA is also developing, in a joint venture with genteAndina S.A.,
a  Chilian  company  specializing in education  ("genteAndina  S.A"),  a
communication  network and related software for (i)  rural  area  remote
education, and (ii) post graduate professional education "at  home"  for
Union leaders and key employees in Chile, which, if successful, could be
adopted  and developed in other countries in South America. On April  1,
2001,  the  Company  executed an agreement with  an  unrelated  company,
genteAndina,  S.  A.  in  which the Company  will  invest  approximately
$500,000  in  exchange for guaranteed interest income of % monthly  and
35%  of  the  profits  of genteAndina, S. A.  genteAndina,  S.  A.  will
continue  developing the software and projects previously undertaken  by
the  Company.    As  of  December 31, 2001, approximately  $425,000  was
advanced  to genteAndina, S. A. under this agreement and is included  in
deposits   and   other  in  the  accompanying  consolidated    financial
statements.

       The  Company, supported by the government of Chile and by certain
Chilean institutions, is developing at the Company's cost:

  -    Software to be used to educate the school populations of indigenous
     rural communities located in isolated areas in the mountains of Chile or
     close to its coast line, and

  -    Software to teach leadership, and other related matters, to union
     leaders in Chile, highly qualified employees of the government of Chile,
     and to certain private industries such as Corporacion del Cobre  de
     Chile, Chilean  Copper Corporation ("Codelco").

       The  Company has entered into an agreement with Codelco,  through
one  of the Company's sponsoring institutions, Fundacion Tucapel Jimenez
Alfaro, by which the Company will provide educational services to  union
leaders at Codelco's Andina Division. Codelco is the industry leader  in
the  Chilean  mining  industry and the Company anticipates,  but  cannot
guarantee,  that  once  the  Codelco project  proves  successful,  other
Chilean companies will execute similar agreements.

       Currently,  the Company is well positioned in its  core  business
segment  to  take advantage of an economic upturn in the large  projects
sector, since the Company is well established in its marketplace and has
maintained customers who are established in their specialties.

       The Company is also the majority owner (83.6%) of a non-operating
subsidiary,  Consonni USA, Inc. ("Consonni USA"), the  assets  of  which
consist  of  cash and notes receivables. In 2000, the Company  sold  the
operating  subsidiary  of  Consonni U.S.A.,  hereafter  referred  to  as
"Consonni".

       On  August 31, 2001, the Company extended the expiration date  of
its  Redeemable  Common  Stock Purchase Warrants (the  "Warrants")  from
November  13,  2001 to November 13, 2003. The Company originally  issued
the  Warrants  in  connection  with a  stock  offering  on  Registration
Statement  Form  SB-2  (SEC  File  No.  333-90696)  which  was  declared
effective  by  the Securities and Exchange Commission  on  November  13,
1996.


BACKGROUND

          The  Company  was  incorporated as a  Florida  corporation  on
October  19,  1994 under the name "Igenor U.S.A., Inc." On  January  10,
1995,  the Company changed its name to "Andean Development Corporation."
The  Company undertook a reorganization upon the closing of its November
1996  initial public offering, but which was given effect as of December
31,   1994,  whereby  AE&A  and  INA  became  majority  owned   (99.99%)
subsidiaries  of  the  Company pursuant to  share  exchange  agreements.
Chilean  corporate law requires that a Chilean corporation have no  less
than two different shareholders at any given time and thus, one share of
INA is owned by AE&A and one share of AE&A is owned by INA.

       AE&A was organized on February 28, 1991, in Santiago, Chile, as a
Chilean  limited  partnership  under the  name  "Errazuriz  y  Asociados
Ingenieros Limitada." On September 21, 1994, AE&A was reorganized  as  a
Chilean  corporation and its name was changed to "Errazuriz y  Asociados
Ingenieros S.A."

          INA  was organized on June 11, 1986, in Santiago, Chile  as  a
Chilean limited partnership under the name "Ingenieria Norconsult Andina
Limitada."  Initially INA was a joint venture between Norconsult  SA,  a
worldwide   engineering  consulting  company  based  in   Oslo,   Norway
("Norconsult  ")  and  Errazuriz y Asociados Arquitectos  S.A.  ("EAA").
Norconsult  subsequently sold its participation to Igenor Ingenierie  et
Gestion,  S.A., a Swiss corporation ("Igenor"). On September  15,  1994,
pursuant  to Chilean law, INA was reorganized from a limited partnership
to  a  Chilean  corporation, and its name was changed to "Igenor  Andina
S.A."  In 2000, EAA sold its interests to INA.

HISTORY AND ECONOMIC OVERVIEW

          Since  the inception of INA in 1986, the Company has  expanded
its  engineering  and  project management  activities  to  the  sale  of
equipment,   commercial  work  and  to  support  of   manufacturers   or
international  consortiums  in  the  sale  of  large  turnkey  projects.
Following  its  November  1996  initial  public  offering,  the  Company
diversified  its  business. Pursuant to the Company's  initial  business
plan,  and  consistent with the strategy that the Company  initiated  in
1996  of investing in businesses that should provide a steady cash  flow
to  compensate the irregularity of the incomes of its core business, the
Company  purchased  interests in related and unrelated  businesses.  For
example,  in 1997 the Company purchased an interest in Ingesis S.A.,  an
engineering  company  specializing in software and  in  Negociaciones  y
Servidumbre,  S. A., an engineering company specializing in  evaluations
and negotiations of land needed for infrastructure projects; in 1998 the
Company   purchased  an  interest  in  Construcciones   Electromecanicas
Consonni,  S.A.  ("Consonni"), a manufacturing  facility  of  industrial
electric equipment. While not related to the core business, the  Company
also  diversified by purchasing an equity position in a winery  in  1997
and  in a vineyard in 1998. The purpose of this equity participation  in
those companies was to create in the medium term a steady cash flow,  an
increase  in  the net revenues and, in general, to expand and  diversify
the Company's business.

          The Company's services have historically been provided to both
private  companies and governmental agencies, with most of the Company's
revenues  coming from the private sector. Many of the largest  utilities
in Chile, Argentina and Peru have been regular customers of the Company,
such  as ENDESA S.A., GENER S.A., COLBUN S.A. (the three largest Chilean
utilities); EDEGEL S.A., the largest Peruvian utility and COSTANERA S.A.
and   CBA  S.A.  two  very  noteworthy  Argentinean  utilities.  Codelco
(copper),  Petrox S.A. (petrochemical) Puerto Ventanas S.A.  (a  Chilean
Port),  among others, are regular customers of the Company. The  Company
has also been a consultant to some multinational well-known companies as
Mitsubishi and Siemens.

          Through  the  Company's relationship  with  Consonni  and  its
presence  in  Spain, the Company developed customers in Spain,  such  as
IBERDROLA  S.A.  and  other  utilities and most  of  the  major  Spanish
corporations  in  the petrochemical and refineries industries,  such  as
REPSOL S.A.

         While the Company generated some revenues during 1999 and 2000,
due  to  the impact of adverse economic conditions in the core  business
segment,  the  core business incurred losses which were  only  partially
compensated during 1999 by the revenues obtained by Consonni.

          This  business structure did not achieve the intended results.
Furthermore,  shareholders of the Company expressed their objections  to
the  diversification  of  the Company under the  then  current  business
structure.  It  was  difficult and costly to manage  geographically  and
across  separate and distinct markets. The legal and accounting expenses
incurred in order to comply with federal securities became excessive and
while  CONUSA  generated revenues, it failed to  achieve  the  level  of
profitability that offset the additional costs and management time  that
was required.

         In 2000, the Company has revised its business strategy:

     -     to  simplify  the Company's corporate structure by  combining
        subsidiaries that had the same core business function (business derived
        from engineering and sales) but were historically organized as separate
        entities;

     -    to develop the educational software business of AE&A, which has the
        endorsement and support of the government of Chile; which management
        believes can be a source of substantial revenue and profits; and

     -    to sell all the Company's interests in Chilean subsidiaries whose
        business was inconsistent with the Company's core business and its new
        education software business.

       The  result  of  the  consolidation and  sale  of  the  Company's
subsidiaries is as follows:


                                                               Ownership
            Subsidiary                         Domicile        Percentage
            ----------                         --------        ----------


Errazuriz y Asociados Ingenieros S.A.   Chilean Corporation        100%

E&A Ingesis S.A.                        Chilean Corporation        100%

CONUSA*                                 U.S. Corporation          83.6%


         *As of December 31, 2002, the Company exchanged its holdings in
CONUSA  for the assets and liabilities of CONUSA, such assets consisting
of the balance of a promissory note payable in the principal outstanding
amount  of $552,000 with six remaining payments of approximately  ninety
two thousand U.S. dollars (U.S. $92,000) payable June 30 and January  31
of each year.

         The effect of revising the Company's business strategy has been
to accomplish the following:

     -    consolidate the Company's business activities as a means to make
        the Company more attractive to investors;

     -    reduce the enormous and redundant legal and auditing expenses for
        numerous subsidiaries located in three continents; and

     -    concentrate the attention of the Company's management and resources
        for the core business and the educational software business.

         Currently, the Company, is well positioned in the core business
segment  to  take advantage of an economic upturn in the large  projects
sector, since the Company is well established in its marketplace and has
maintained   customers  who  are  established  in   their   specialties.
Furthermore,  the Company has invested a considerable amount  of  effort
and financial resources in the development of software through INA. (See
Business Strategy, 2. Educational Software, Hardware and Communications,
(ii) Post Grade professional education).


         BUSINESS STRATEGY: CORE BUSINESS

         The core business of the Company comprises of two major
segments: (i) Engineering and development of energy, water and sewage
projects and (ii) Education software, hardware and communications.

1.       Engineering

                   (a)  Energy.  AE&A, in association  with  Norconsult,
generates  revenues through the design, coordination, project management
and  quality  assurance of tunnels, material handling, civil  works  and
power  islands  for  thermal and hydroelectric power plants.  Management
expects          revenues  to  be produced through joint  ventures  with
large  international  consortiums in  the  preparation  of  tenders  for
turnkey   projects  &  public  works.  The  Company's  services  include
forecasting   of  market  trends,  selection  of  secondary   suppliers,
imparting  knowledge  of  the decision           making  procedures  and
desired  scheduling of projects, advising on local materials,  products,
engineering and subcontractors and coordination with the customer during
the  construction and commissioning steps. In addition,  although  to  a
lesser   extent,   the   Company  has  obtained   some            direct
representations  in  certain energy, water,  and  sewage  projects.  See
"Major Representations".

                   (b)  Water  &  Sewage.  Management  expects  AE&A  to
generate revenue through the design, construction, quality assurance and
project  management of installations to produce drinkable  water,  treat
sewage,  dispose  of waste, industrial and chemical refuse  and  sewage,
desalt sea water for industrial and human use.

2.       Educational Software, Hardware & Communications.

                   The  Company  is continuing to develop this  segment.
This  segment  focuses  on two  separate but related  subdivisions;  (i)
Rural   area   remote  education,  and  (ii)  post  grade   professional
education "at home" for Union leaders and top employees.

   (i). Rural area remote education:  The Company has completed the design,
     of a communication system that will provide high-speed connection to the
     Internet and to television in remote rural regions. The Company will
     also provide the preparation, training of users and maintenance  of
     software dedicated to the transmittal of education information to remote
     regions.

   (ii).     Post grade professional education "at home" for Union leaders
     and top employees: The Company completed its first experimental lessons
     for a group of 35 union leaders at Andina, one of the four mines of
     Codelco. The lessons were given during November and December, 2001 and
     the  Company is expecting to start new operations during May, 2002,
     following the completion of this pilot project.  The Company, through
     genteandena and the "Fundacion Tucapel Jim nez", won a tender at the
     Chilian Ministerio del Trabajo to start lessons for Union leaders in 3
     Chilian cities, Santiago, Osorno and Antofagasta, in collaboration with
     four well known Chilean Universities. These lessons will start in May
     2002.   management believes that these programs can be adapted  and
     developed in other countries throughout South America..


MARKETING AND SALES

          The  Company's  marketing  and  sales  efforts  are  currently
undertaken  by  management, the Company's in-house engineers  and  other
technical employees. A substantial amount of the Company's marketing  is
accomplished   by   word  of  mouth,  personal   contact,   leads,   and
solicitation.  The  Company  also  uses  written  marketing   materials,
including brochures, and does limited advertising in trade journals  and
publications in Chile.


COMPETITION

          The  Company  believes that each aspect  of  its  business  is
competitive and that competition is based not only on price but also  on
quality  of  service.  The Company's competitors  include  a  number  of
international companies with local offices in Santiago, Chile. A  number
of   the  Company's  competitors  are  better  capitalized,  have   more
experienced  management and may have greater access to resources.  While
these  larger  competitors may bid on the same projects as the  Company,
and  although  there  can  be no assurances  that  the  offers  will  be
competitive,  the  Company believes that it has  and  will  continue  to
participate effectively in the bid process. To the Company's  knowledge,
the  majority of its competitors relies on the engineering expertise  of
local  subcontractors (such as the Company) or on engineering  companies
located abroad.

      The  Company's  remote education segment is,  in  the  opinion  of
management,  unique in the market and does not have any  competition  as
yet.  Although management believes that the uniqueness of the  education
segment and the Company's dominance of this market makes it unlikely  or
impracticable for a competitor to enter this market, it is possible that
a future competitor may offer an identical but similar product that will
compete  with  the  Company.  The company is working with  some  private
corporations  interested in the geographic area of the Mapuche  original
etnia Area (south of Chile) to apply this idea to the education of  this
isolated and ignored communities.

           Internet  education  to  executives  and  employees  of   the
Government  and  industries  has  the special  characteristic  of  being
prepared and sponsored by the Unions, the Government and some well known
university, like Universidad Padre Hurtado and P. Universidad  Catolica,
by  example.  These lessons are specially dedicated to the  learning  of
graduate  degree  students  and  to persons  interested  in  information
related  with the workers field. While there is considerable competition
in  the  provision  of  Internet  based  education  to  post  graduates,
management  of  the Company believe that its focus on  a  very  specific
market  and  the  Company's  support  by   the  Government,  the  Unions
represented  by  Fundacion  Tucapel Jim nez and  the  Universities  will
provide the Company with a competitive advantage.


GOVERNMENT REGULATIONS

          The Company business in South America is subject to the normal
range of governmental regulations and supervision universally applicable
to  commercial  activities, including labor laws, social security  laws,
public health, environmental laws, securities laws and anti-trust laws.

          Some  of  the activities of the Company, like sewage treatment
and the disposal of effluents from plants, installations of satellite or
any  other  kind of antennas, design of dams and design and construction
of  power  or  communications lines, are subject to special  regulations
that  vary  from one country to the other. This requires the Company  to
comply  with  each countries unique rules and regulations.  The  Company
obtains  legal  counsel  specialized in each  jurisdiction's  rules  and
regulations.


FOREIGN INVESTMENT LAWS AND REGULATIONS

          The  Chilean Constitution requires that any citizen  of  their
country or foreigner may freely develop any activity in Chile so long as
the  activity in that country does not contravene existing laws  dealing
with  public morals, public safety or national security and follows  the
laws  that regulate such activity. It also establishes the principle  of
non-discrimination, thus guaranteeing foreign investors equal protection
under  their  national  laws. Additionally, Chile's  laws  prohibit  any
discretionary acts by the government or other entity against the  rights
of  persons  or  property  in  derogation  of  this  principle.  Foreign
investors  may  transfer capital and net profits abroad.  There  are  no
exchange  control  regulations which restrict the  repatriation  of  the
investment  or earnings except that the remittance of capital  may  take
place  starting  a year after the date the funds were brought  into  the
country, but net profits can be remitted at any time, after deduction of
applicable  withholding income taxes. Therefore, equity  investments  in
each respective country by persons who are not residents of that country
follow the same rules as investments made by their citizens.

FOREIGN CORRUPT PRACTICES ACT

         Substantially all of the Company's operations are transacted in
South  America.  To the extent that the Company conducts operations  and
sells its products outside the United States, the Company is subject  to
the Foreign Corrupt Practices Act which makes it unlawful for any issuer
to  pay  or  offer to pay any money or anything of value to any  foreign
official,  foreign political party or official thereof or any  candidate
for  foreign  political office ("Foreign Officials") or any person  with
knowledge that all or a portion of such money or thing of value will  be
offered,  given,  or promised, directly or indirectly,  to  any  Foreign
Official.

         The Company has not made any offers, payments, promises to pay,
or  authorization  of  any money or anything of  value  to  any  Foreign
Official  and  has implemented a policy to be followed by its  officers,
directors,  employees  and anyone acting on its  behalf,  that  no  such
payments can
or  will  be made. The Company has made all employees cognizant  of  the
need  for  compliance  with the Foreign Corrupt Practices  Act  and  any
violation  of  the  Company policy results in  dismissal.  Further,  the
Company  conducts periodic reviews of this policy with all employees  to
ensure full compliance.


EMPLOYEES

          As  of  December 31, 2002, the Company employed  14  full-time
employees,   three   of  whom  are  managers,   seven   of   which   are
engineers/professionals  and four of whom are administrative  employees.
Employees  of  the  Company are not represented  by  labor  unions.  The
Company considers its relationship with its employees to be good.







ITEM 2. DESCRIPTION OF PROPERTY

Facilities

         The Company leases approximately 4,300 square feet of office in
Santiago,  Chile.  The  lease commenced on November  1,  1997  and  will
terminate   on   October   30,  2005.  Monthly  rental   payments   were
approximately $8,000. Rent expense for the year ended December 31,  2002
totaled approximately $80,000.

         Current and future minimum rental payments under the lease are
as follows:

              Year Ending                                    Annual
              December 31,                                 Payments
              ------------                                   --------
                  2002                                      $80,000
                  2003                                       80,000
                  2004                                       80,000
                  2005                                       80,000
                  2006 and thereafter                        80,000
                                                             --------
                                                           $400,000


 The Company has relocated their corporate offices in the United States
to Miami Beach, Florida.
The Miami office of the Company is located at the office of the Company
counsel and no rent is being charged to the Company.


ITEM 3. LEGAL PROCEEDINGS

         The Company is not a party to any pending legal proceeding, the
resolution of which the management of the Company believes would have a
material adverse effect on the Company's results of operations or
financial condition, nor to any other pending legal proceedings other
than ordinary, routine litigation incidental to its business.


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

      None.


                           PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

          Following the Company's initial public offering of its  common
stock,  par  value $.0001 ("Common Stock"), and redeemable common  stock
purchase warrants ("Warrants") on October 29, 1996, the Company's Common
Stock  and  Warrants were traded principally on the National Association
of  Security Dealers Automatic Quotation - Small Cap Market System under
the  symbols  "ADCC" and "ADCCW", respectively. On March 15,  2000,  the
Nasdaq  Listing  Qualifications Panel delisted the Company's  securities
from the Nasdaq SmallCap Market. The
securities were then listed on the over-the-counter Bulletin Board until
May  15,  2000. On May 15, 2000, the securities were delisted  from  the
over-the-counter Bulletin Board and the securities currently are  listed
on the "pink sheets."

          The following table sets forth the high and low bid quotations
for the Common Stock and Warrants for the periods indicated, as reported
by NASDAQ or as reflected in the "pink sheets." These quotations reflect
prices  between  dealers, do not include retail mark-ups,  markdowns  or
commissions and may not necessarily represent actual transactions.

                              Common Stock                   Warrants
                           ------------------            ---------------

      Period                 High       Low               High       Low
      ------               -------     ------            ------      ---

Quarter ended on:
March 31, 2000             1-11/16     1-/32             10/32       3/32
June 30, 2000              1-1/32        3/16             5/8       1/128
September 30, 2000           5/8         3/8              1/128     1/128
December 31, 2000            19/32       3/16             1/128     1/128
March 31, 2001               $.25        $.14             10/32      3/32
June 30, 2001                $.14        $.10             5/8       1/128
September 30, 2001           $.14        $.06             1/128     1/128
December 31, 2001            $.12        $.04             1/128     1/128
March 31, 2001               $.04        $.04             1/128     1/128
June 30, 2001                $.04        $.04             1/128     1/128
September 30, 2001           $.04        $.04             1/128     1/128
December 31, 2001            $.04        $.04             1/128     1/128

         On December 31, 2002, the closing bid price for the Common
Stock was $.04, and 1/128 for the Warrants.

         In 1997, the Company declared dividends of $.10 per share which
approximated  $282,000. In December 1997, the Company paid  $137,000  of
the  $282,000.  The  balance was paid on January 31, 1998.  Also  during
1998,  the  Company declared dividends of $.20 per share to be  paid  in
four installments on dates to be determined by the Board of Directors of
the  Company. During July 1999, the first installment was paid ($.05 per
share).  On  March  30,  2001, the board of  directors  of  the  Company
eliminated  the  payment of the accrued dividends still  outstanding  of
approximately $423,000, due to the decline in the financial condition of
the Company from the dates the dividends were declared.





ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

GENERAL

          Management's Discussion and Analysis contains various "forward
looking statements" within the meaning of the Securities Act of 1933, as
amended,  the Securities and Exchange Act of 1934, as amended,  and  the
Private  Securities Litigation Reform Act 1995. Such statements  consist
of  any statement other than a recitation of historical fact and can  be
identified  by  the use of forward-looking terminology  such  as  "may",
"expect", "anticipate", "estimate" or "continue" or the negative thereof
or other variations thereon or comparable terminology.

           The  Company  cautions  that  these  statements  are  further
qualified by important factors that could cause actual results to differ
materially from those contained in the forward-looking statements,  that
these  forward-looking statements are necessarily speculative, and there
are  certain risks and uncertainties that could cause actual  events  or
results  to  differ materially from those referred to in  such  forward-
looking statements.

          The  Company  does not have a policy of updating  or  revising
forward-looking  statements  and thus it  should  not  be  assumed  that
silence by management of the Company over time means that actual  events
are bearing out as estimated in such forward-looking statements.

          The  following  discussion  and analysis  should  be  read  in
conjunction with the Company's Consolidated Financial Statements and the
Notes thereto included in Part II, Item 7 of this Report.

     The  Company earns revenue principally from commissions  associated
with  the  sale  of  equipment  and from fees  for  the  performance  of
engineering   services  and  providing  technical  assistance   in   the
development  of specialized projects. Revenues for fees associated  with
services are recognized when performed and are based on standard billing
rates.   The  Company earns commissions on the sale  of  equipment.  For
turnkey  jobs, commissions are earned when the contracts are signed  and
"Orders  to  Proceed"  are  issued.  In  some  instances,  due  to   the
significant   time  the  Company  is  required  to  wait  for   payment,
commissions  that  the  Company initially believed  it  had  earned  are
changed.  Due  to  the Company's inability to determine  the  amount  of
commissions,  the  Company, commencing in 1999,  recognizes  commissions
only when they are received. This change in policy is not deemed to have
a material impact on the Company's consolidated financial statements.

     The  Company  earned no revenues from its educational and  software
development  activities in 2002 and 2001 and only  limited  revenues  of
$796,478 in 2001 and $249,843 in 2002 with a net loss of ($132,126)  for
2002.   As  the  Company has substantially reduced  its  operations,  no
material  revenues  are expected in the upcoming  year  and  no  capital
expenditures  are  anticipated, resulting in a material  impact  on  the
short-term and long-term liquidity.







        Results of Operations (2002 compared to 2001)

Gross Revenues, Costs of Operations and Gross Profit

Gross  revenues.  Gross  revenues decreased from  $796,478  in  2001  to
$249,843 in 2002, a decrease of $546,635. The decrease in gross revenues
is   a  result  of  general  economic  conditions,  including  financial
instability in Argentina and other South American countries.

Cost  of Operations. Cost of Operations increased from $154,365 in  2001
to  $192,393  in  2002,  an  increase of $38,028.  This  increase  comes
primarily  from  an  increase in operational costs  resulting  from  the
increased costs in the ordinary course of business.

Gross Profit. Gross profit decreased from $642,113 in 2001 to $57,540 in
2002,  a decrease of $584,825. The decrease in gross profit is a  result
of  the decrease in revenues resulting from general economic conditions,
including  financial instability in Argentina and other  South  American
countries.

Selling  and Administrative Expenses, Incomes from Operations and  Other
Income (Expenses)

Selling and Administrative Expenses. Selling and Administrative Expenses
decreased  from  $388,941 in 2001 to $189,576 in  2002,  a  decrease  of
$199,365.  This  decrease  is primarily a  result  of  the  decrease  in
expenses related to revenues.

Income  (Loss) from Operations. Income decreased from income of $253,172
in  2001  to  a  loss of ($132,126) for 2002, a difference  of  $385,298
primarily from the decrease in revenues resulting from general  economic
conditions, including financial instability in Argentina and other South
American countries.

Other Income (Expenses). Expenses increased from $(671,804) in 2001 to
($1,550,993) in 2002, as increase of $879,189.  This decrease is
primarily as a result of the provision for bad debts increasing $507,626
from 2001 to 2002 and the increase in general expenses in the course of
business.  The increase in bad debt was due to valuation reserves made
on Note Receivables from related parties, particularly from amounts
owing from Consonni and Ecesa. While the accountants have carried the
sums owed to the parties as assets, the business conditions in Spain,
the location of those entities, and the failure of those entities to
generate any revenues that would allow them to satisfy their obligations
to the Company,  make it unlikely, in management's opinion, that the
Company will be able to collect on those debts.
..

Other expenses include legal and audit fees of ($56,448), other current
year expenses of being a public company ($256,861) and equity in
earnings from unconsolidated subsidiaries of ($373,916), all of which
are unrelated to the generation of revenue.


Net  Income and Income Tax. Income taxes increased from none in 2001  to
$8,188 in 2002.

Net  (Loss)   Net loss increased from a loss of ($404,355) in 2001 to  a
loss  of  ($1,691,307) in 2002, an increased loss of  $1,286,952.   This
increase  is  primarily as a result of the increase in  expenses  and  a
decrease   in  revenues  resulting  from  general  economic  conditions,
including  financial instability in Argentina and other  South  American
countries.


Liquidity and Capital Resources

          The  Company  has  financed its operations and  other  working
capital  requirements  principally from operating  cash  flow  and  bank
financing.

Current Assets

Cash.  As  of December 31, 2002, the Company had $1,069 in cash compared
to $931 as of December 31, 2001.

Accounts  receivable.  Accounts receivable decreased  from  $185,687  at
December  31, 2001 compared to $49,693 at December 31, 2002, a  decrease
of  $135,994.  This  was a result of the decrease in revenues  resulting
from  general  economic conditions, including financial  instability  in
Argentina and other South American countries.

Other  current assets. As of December 31, 2001, the Company $168,279  in
other assets as compared to $192,790 as  of December 31, 2001.

Total  Current Assets. As of December 31, 2001, the Company had $682,808
in  total  assets  as compared to $276,672 as of December  31,  2002,  a
decrease  of  $406,136.  This was a result of the decrease  in  revenues
resulting   from   general  economic  conditions,  including   financial
instability in Argentina and other South American countries.

Property,  plant and equipment. Property, plant and equipment  decreased
from  $379,842 at December 31, 2001 to $319,503 at December 31, 2001,  a
decrease of $60,339.

Other  assets.  Other assets decreased from $2,744,697 at  December  31,
2001  to $797,444 at December 31, 2002, a decrease of $1,947,253.   This
decrease is a result a decrease in notes receivable.

Liabilities

Current  liabilities.  Current liabilities increased  from  $217,673  at
December  31,  2001  to $229,645 at December 31, 2002,  an  increase  of
$11,972.  This nominal increase is a result of reducing expenditures and
the  reduction in revenues and consequential reduction in  the  cost  of
business.

Long-term liabilities. Long-term liabilities decreased from $114,930  at
December  31,  2001  to  $69,199 at December 31,  2002,  a  decrease  of
$45,731.   This  decrease is a result of reducing expenditures  and  the
reduction  in  revenues  and consequential  reduction  in  the  cost  of
business.

The  Company anticipates that its cash requirements will increase during
fiscal  2002 as a result of the implementation of the business strategy.
The Company will focus on its Core Business and increasing its revenues.
The  Company currently anticipates that its available cash resources and
cash  generated from operations will be sufficient to meet its presently
anticipated working capital
and  capital expenditure requirements for the next twelve months. As  of
December  31,  2002,  there were no commitments for  long  term  capital
expenditures.  If  the  Company is unable to achieve  profitability,  or
seeks  further  expansion, additional funding will become necessary.  No
assurances  can  be given that either equity or debt financing  will  be
available.

        Results of Operations (2001 compared to 2000)

Gross Revenues, Costs of Operations and Gross Profit

Gross  revenues.  Gross revenues decreased from $2,759,417  in  2000  to
$796,478  in  2001,  a  decrease of $1,962,939. The  decrease  in  gross
revenues  is a result of the sale of certain subsidiaries during  fiscal
2000,  general  economic conditions, including financial instability  in
Argentina and implementation of the business strategy.

Cost of Operations. Cost of Operations decreased from $1,968,744 in 2000
to  $154,365  in  2001, a decrease of $1,814,379.  This  decrease  comes
primarily  from a decrease in operational costs following  the  sale  of
certain  subsidiaries during fiscal 2000 and a decrease  of  operational
costs resulting from the implementation of the business strategy.

Gross  Profit. Gross profit decreased from $790,673 in 2000 to  $642,113
in  2001,  a  decrease of $148,560. The decrease in gross  profit  is  a
result  of the sale of certain subsidiaries during fiscal 2000  and  the
decrease   in  revenues  and  operating  costs  as  a  result   of   the
implementation of the business strategy.


Selling  and Administrative Expenses, Incomes from Operations and  Other
Income (Expenses)

Selling and Administrative Expenses. Selling and Administrative Expenses
decreased  from  $847,484 in 2000 to $388,941 in  2001,  a  decrease  of
$458,543.  This  decrease is primarily a result of the sale  of  certain
subsidiaries  during  fiscal  2000 and  the  decrease  in  revenues  and
operating  costs  as  a  result of the implementation  of  the  business
strategy.

Income (Loss) from Operations. Income increased from a loss of ($56,811)
in  2000  to  income  of  $253,172 for 2001, a  difference  of  $309,983
primarily from the sale of certain subsidiaries during fiscal 2000 and a
decrease of operational costs resulting from the implementation  of  the
business strategy.

Other  Income (Expenses). Expenses decreased from $2,085,930 in 2000  to
$186,784  in 2001, a decrease of $1,899,146.  This decrease is primarily
as  a result of the sale of certain subsidiaries during fiscal 2000  and
the  decrease  in  revenues  and operating costs  as  a  result  of  the
implementation of the business strategy.

Net  Income and Income Tax. Income taxes decreased from $27,682 in  2000
to none in 2001, a decrease of $27,682, primarily due to the decrease in
gross  revenues and to the realization of previous years  net  operating
losses.

Net  Profit  (Loss) Net profit increased from a loss of ($3,087,904)  in
2000  to  income  of $80,665 in 2001, a difference of $3,168,569.   This
increase  is  primarily as a result of the sale of certain  subsidiaries
during  fiscal 2000 and the decrease in operating costs as a  result  of
the implementation of the business strategy.




Liquidity and Capital Resources

          The  Company  has  financed its operations and  other  working
capital  requirements  principally from operating  cash  flow  and  bank
financing.

Current Assets

Cash.  As  of  December 31, 2001, the Company had $931  in  cash  as  of
December  31, 2001 as compared to $213,589 as of December 31,  2000,  an
decrease  of  $212,658.    This decrease in cash  is  a  result  of  the
decrease   in  revenues  and  operating  costs  as  a  result   of   the
implementation of the business strategy.

Accounts  receivable. Accounts receivable decreased from  $2,511,838  at
December  31,  2000 to  $185,687 at December 31, 2001, a decrease  of  $
2,326,151. This was a result of the sale of certain subsidiaries  during
fiscal 2000 and a decrease of revenues as a result of the implementation
of the business strategy.

Inventory and other current assets. As of December 31, 2000, the Company
had $51,408 in inventory as compared to none as  of December 31, 2001, a
decrease  of  $51,408.   This  was  a result  of  the  sale  of  certain
subsidiaries  during fiscal 2000 and a consequence of the implementation
of the business strategy.

Total  Current  Assets.  As  of  December  31,  2000,  the  Company  had
$3,105,274  in total assets as compared to $790,808 as of  December  31,
2001,  a  decrease  of $2,314,466.  This was a result  of  the  sale  of
certain subsidiaries during fiscal 2000 and a decrease of revenues as  a
result of the implementation of the business strategy.

Property,  plant and equipment. Property, plant and equipment  decreased
from  $503,651 at December 31, 2001 to $379,842 at December 31, 2001,  a
decrease  of $123,809, primarily due to the sale of certain subsidiaries
during fiscal 2000 and as a result of the implementation of the business
strategy.

Other  assets.  Other assets decreased from $2,344,650 at  December  31,
2000  to  $2,059,067 at December 31, 2001, a decrease of $285,583.  This
decrease  is  a  result of the implementation of the  business  strategy
which does not include investments in subsidiaries.

Liabilities

Current  liabilities. Current liabilities decreased from  $2,597,055  at
December  31,  2000  to  $217,673 at December 31,  2001  a  decrease  of
$2,379,382.   This  decrease  is as a result  of  the  sale  of  certain
subsidiaries during fiscal 2000, the business strategy of reducing  debt
through  consolidation  and limiting expenditures,  and  a  decrease  in
operating  costs  as  a  result of the implementation  of  the  business
strategy.

Long-term liabilities. Long-term liabilities decreased from $495,382  at
December  31,  2000  to $114,930 at December 31,  2001,  a  decrease  of
$380,452.  This decrease is a result of the sale of certain subsidiaries
during  fiscal  2000,  the business strategy of  reducing  debt  through
consolidation  and  limiting expenditures,  and  a  consequence  of  the
implementation of the business strategy.


The  Company  has incurred losses which have resulted in an  accumulated
deficit  of  $4,796,816 at December 31, 2002, and has  limited  internal
financial resources. Additionally, the Company has substantially reduced
operations  at  December  31, 2002, in that  the  Company  will  not  be
expending  revenues to procure additional business and  will  focus  its
efforts  on  transitioning to a shell corporation  for  the  purpose  of
attracting another business entity.  The Company earned no revenues from
its  educational and software development activities in 2002  and  2001.
These  factors  combined raised substantial doubt  about  the  Company's
ability  to continue as a going concern.  The Company does not have  the
cash  resources to satisfy its cash requirements and intends  to  divest
itself  of  its  business  and in order to be  acquired  by  a  business
candidate  that will provide the opportunity for the Company to  realize
revenues  and shareholder value.  Subsequent to December 31,  2002,  the
Company  divested  itself of its assets and most of its  liabilities  in
order to facilitate such a transaction.

                                  RISK FACTORS

          The  following  risk factors, as well as the  risks  described
under  "Management's Discussion and Analysis of Financial Condition  and
Results  of  Operations," may cause actual results to differ  materially
from  those in any forward-looking statements contained in the  MD&A  or
elsewhere  in  this report or made in the future by the Company  or  its
representatives.  Such forward-looking statements involve  known  risks,
unknown  risks and uncertainties and other factors, which may cause  the
actual results, performance or achievements expressed or implied by such
forward-looking  statements to differ significantly  from  such  forward
looking statements.

Risk of Business Strategy

          Results  of  operations in the future will  be  influenced  by
numerous factors, including market acceptance of the Company's products,
particularly  its  educational software, in Chile and  possibly  through
South  America,  the  Company's  capacity  to  develop  and  manage  its
projects, competition, and the ability of the Company to control  costs.
The  Company derives some of its revenues from Argentina which has  been
adversely   affected  by  Argentina's  volatile  economy  and  political
instability.   There  can be no assurance that revenue  growth  will  be
sustained  or  that  these products or businesses  will  be  profitable.
Additionally, the Company will be subject to the entire risks incidental
to  a  business  entering  new markets. Accordingly,  there  can  be  no
assurances  that  the  Company will be able  to  maintain  its  business
strategy,  expand  its  operations, or develop  and  sustain  profitable
operations.

Reliance on Third Party Manufacturers May Disrupt Operations

          The  core business of the Company does not manufacture or sell
any equipment. Rather, the Company, on a contract basis, relies on third-
party   manufacturers  for  the  equipment  sold.   Reliance   on   such
manufacturers  may subject the Company to various risks associated  with
scheduling and timely production and delivery of equipment, availability
of  completed products, as well as administrative problems dealing  with
one  or  more  manufacturers or suppliers. These  risks  include,  among
others,  the possibility of a change in the amount of commission payable
and  a  postponement  of  a commission owed to the  Company.  While  the
Company  has  never  been  subject to any material  disruptions  in  its
operations, any such disruption could have a material adverse effect  on
the Company.

Competition

          In  its  core  business, the Company is engaged  in  a  highly
competitive segment of an industry which is very active and consistently
attracts  new  competitors. The Company, in its core business,  competes
directly  or  indirectly with a number of companies, many of  which  are
larger, better capitalized, more established and have greater access  to
resources  necessary to produce a competitive advantage.  The  Company's
major  competitors  represent  well-known  manufacturers  in  Chile  and
include  Gildemeister  S.A.C.  (Caterpillar),  Sigdo  Koppers  Comercial
S.A.C.  (Dresser International Bridgestone), Pfeninger and  Co.  (Sulzer
Escher  Wyss,  Joy  Manufacturing)  and  the  local  offices  of  larger
manufacturers  or traders such as Marubeni, Babcock Wilcox,  Mitsubishi,
General Electric, and GEC Alsthom.


Control by Management and Present Shareholders of the Company

          Pedro  Pablo Errazuriz, the President, Chief Executive Officer
and  Chairman  of  the Board of the Company, and his  immediate  family,
directly  or  indirectly, own approximately 55% of the Company's  issued
and  outstanding Common stock. Since holders of the Common Stock do  not
have any cumulative voting rights and directors are elected by plurality
vote,  Mr.  Errazuriz  is  in  a position to  control  the  election  of
directors as well as the other affairs of the Company.

Dependence on Key Personnel

          The  success  of  the  Company is highly  dependent  upon  the
continued  services  of  Pedro Pablo Errazuriz  and  of  Mr.  Jose  Luis
Yrarrazaval,  Vice  Chairman of the Board, Chief Financial  Officer  and
Director.  The  loss of the services of any of these  individuals  could
have a material adverse effect on the business of the Company.

           The  Company's  business  strategy  provides  that,  at   the
appropriate  time  and  once  the Company has  achieved  consistent  and
sustainable  significant  revenues, it will  become  necessary  for  the
Company to hire additional experienced professional individuals to  meet
its  expanding needs. The Company intends to use certain of its existing
staff  to  perform  a number of these duties and to participate  in  the
selection  of new personnel, as required. Such individuals  may  include
engineers,  technicians, management, marketing personnel or  specialized
consultants.  While  the Company believes that by  offering  competitive
salaries  and  benefit packages, it will be able  to  solicit  and  hire
qualified  individuals, no assurances can be made that such  individuals
will  accept employment with the Company or will continue to be employed
by  the Company, or that qualified individuals will be available to  the
Company when needed.

Considerations Relating to Chile

          In  the  past,  geopolitical frictions  have  existed  between
countries located in the southern areas of South America, which includes
Argentina,  Brazil,  Bolivia, Chile, Paraguay,  Peru  and  Uruguay  (the
"Southern Cone" countries). This tension has resulted in difficulties in
foreign  trade, and particularly the inherent adverse effects  that  may
develop  when  goods (including equipment sold through the Company)  are
delayed by customs. Additionally, there have been problems with citizens
of  one  Southern Cone country freely traveling to other  Southern  Cone
countries. Furthermore, countries have been reluctant to hire  nationals
of one country for executive positions in other Southern Cone countries.

          Although recently, travel and commerce among the Southern Cone
countries have become increasingly easier and the Company has  not  been
adversely affected by geopolitical, economical, legal or other  problems
inherent  in  doing business with foreign countries,  there  can  be  no
assurances that such problems will not occur in the future.

Currency Fluctuations

          Economic policies in Chile and any future changes in the value
of  the  Chilean  peso against the United States dollar  could  aversely
affect  the  value of the Company's common stock. The Chilean  peso  has
been  subject  to large devaluations in the past and may be  subject  to
significant fluctuations in the future.

          Currency  fluctuations  may have an effect  on  the  Company's
current  activities by the fact that the Company's operational  expenses
(costs) are tied to the Chilean peso, while revenues are generally  tied
to  the United States dollar or other foreign currencies (depending from
whom  equipment  is  purchased or for whom  services  are  provided).  A
weakening  of  the  United States dollar (or other  foreign  currencies)
against  the  Chilean peso means that while the Company's  revenues  may
remain  unaffected by the weakening of the United States dollar  against
the currencies, the Company's costs (which are paid in these currencies)
will  increase. Conversely, if the Chilean peso is weak against  foreign
currencies, the cost of local goods and services are less expensive.

While  currency  fluctuations have not had  a  material  effect  on  the
financial condition of the Company, no assurances can be made  that  any
such currency fluctuation will not adversely affect the Company.

Foreign Corrupt Practices Act

         Substantially all of the Company's operations are transacted in
South  America  and  Spain.  To the extent  that  the  Company  conducts
operations and sells its products outside the United States, the Company
is  subject to the Foreign Corrupt Practices Act which makes it unlawful
for  any  issuer to corruptly pay or offer to pay, any money or anything
of  value  to any foreign official, foreign political party or  official
thereof   or  any  candidate  for  foreign  political  office  ("Foreign
Officials") or any person with knowledge that all or a portion  of  such
money or thing of value will be offered, given, or promised, directly or
indirectly, to any Foreign Official.

Volatility of Stock Prices
          The  over-the-counter  markets  for  securities  such  as  the
Company's  common stock historically have experienced extreme price  and
volume fluctuations during certain periods. Other factors that also  may
affect  the market price of the Company's common stock include, but  are
not limited to the following:

         -    New product developments

         -    Fluctuations in the financial markets

         -    Changes in market valuations of companies in our industry

         -    General economic conditions

         -    Quarterly variations in the Company's results of operations

         -    The loss of a major customers, suppliers or business partners

         -    The addition or departure of key personnel


There  has  been a limited trading market for the common  stock  of  the
Company.

         The Company's common stock is traded on the "pink sheets.". The
common  stock  has  only a limited trading market.  The  Company  cannot
assure  the shareholders that a more active trading market will  develop
or, if developed, that it will be maintained. As a result, a shareholder
might  find it difficult to dispose of, or to obtain accurate quotations
as to the value of, the common stock.

The  listing of the Company on the "pink sheets" subjects trading of the
common stock to additional regulations.

          Our  common stock has a limited trading market as it is listed
on  the "pink sheets" and the trading price of the common stock is  less
than  $5.00 per share. Trading in the common stock is therefore  subject
to  the  requirements of Rule 15g-9 promulgated under the Exchange  Act.
Under  such rule, broker-dealers who recommend low-priced securities  to
persons  other than established customers and accredited investors  must
satisfy  special sales practice requirements. The common stock  is  also
subject  to  the Securities Enforcement Remedies and Penny Stock  Reform
Act of 1990, which requires additional disclosure in connection with any
trades  involving a stock defined as a penny stock (generally, according
to recent regulations adopted by the Securities and Exchange Commission,
any  equity security not traded on an exchange or quoted on Nasdaq  that
has  a  market  price of less than $5.00 per share, subject  to  certain
exceptions). Such requirements could severely limit the market liquidity
of the common stock.

ITEM 7. FINANCIAL STATEMENTS

See  "Index to Financial Statements" for a description of the  financial
statements included in this Form 10-KSB.

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

        None.





                          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 directors and executive officers are as follows:

       NAME                     AGE                         POSITION
       ----                     ---                         --------

Pedro Pablo Errazuriz           66                Chairman of the Board,
Chief Executive Officer
Jose Luis Yrarrazaval           63                Vice Chairman of the
                                                  Board/Chief Financial
                                                  Officer/Secretary
                                                  Director
Alberto Coddou                  64                Director
Sergio Jimenez                  65                Director


PEDRO PABLO ERRAZURIZ has served as Chief Executive Officer and Chairman
of the
Board  of  Directors  of the Company since October  19,  1994,  and  its
President  since January 11, 1995. He has also served as  the  President
and  sole Director of Andean Export Corporation since February 9,  1995,
and  as  Director  of  Andean  Engineering &  Finance  Corp.  since  its
inception in July 1997. Mr. Errazuriz has also served as Chairman of the
Board  of  Directors  of Kvaerner Chile S.A., a subsidiary  of  Kvaerner
A.S.,  a  Norwegian-based  manufacturer  of  electrical  and  mechanical
equipment)  since  1992 and as the exclusive agent for  Kvaerner  Turbin
A.B.  (Sweden)  since 1994. Since 1986, Mr. Errazuriz has  acted  as  an
exclusive  agent  in  Chile for Norconsult. Mr.  Errazuriz  received  an
engineering degree from the Catholic University of Chile in 1959.

JOSE LUIS YRARRAZAVAL has been a member of the Board of Directors of the
Company  since March 20, 1995 and has served as Chief Financial  Officer
from March 20, 1995. In January, 1998, he was appointed Vice Chairman of
the  Board  of Directors of the Company. He also has served as Executive
Vice  President  and a Director of INA and AE&A since  March  20,  1995.
Between  November 1993 and October 1997, Mr. Yrarrazaval served  as  the
General Manager of both E&A and INA, which responsibilities included all
financial matters and personnel management.

ALBERTO CODDOU has served as a member of the Board of Directors  of  the
Company  since March 20, 1995, and as a member of the Board of Directors
of AE&A since March 20, 1995. Mr. Coddou has been a partner with the law
firm  of  Figueroa & Coddou in Santiago, Chile since 1965. He  has  also
been an Assistant Professor of Law at the University of Chile, School of
Law  from  1959  through  1982. In May 1995, Mr.  Coddou  was  appointed
Chairman of the Board of Directors and Legal Representative of Consorcio
Periodistico  de  Chile  S.A.,  the owners  and  editors  of  a  Chilean
newspaper called La Epoca.

SERGIO JIMENEZ has served on the Board of Directors of the Company since
March  20, 1995. Through June 1997 he was the President of the  Santiago
Water and Sewage Company "EMOS". In June 1995, Mr. Jimenez was appointed
as  a  member  of the Board of Directors of ENAP (Empresa  Nacional  del
Petroleo), the Chilean oil company owned by the government. Mr.  Jimenez
is  also a partner and Managing Director of Consultora Jimenez y Zanartu
Limitada,  which  consults on engineering projects for segments  of  the
Chilean  government  related to public works. Mr.  Jimenez  is  a  civil
engineer,  having received his degree from the University of  Chile,  in
Santiago  and has a post graduate degree in Project Evaluation from  the
University of Chile.


BOARD OF DIRECTORS

          Directors  are  elected  at the Company's  annual  meeting  of
shareholders  and serve for one year until the next annual shareholders'
meeting  or  until their successors are elected and qualified.  Officers
are  elected by the Board of Directors and their terms of office are  at
the discretion of the Board. All of the Company's executive officers are
full-time employees of the Company. The Company pays its Directors a fee
of  $1,000 per meeting attended, and reimburses  all Directors for their
expenses  in  connection  with  their activities  as  directors  of  the
Company. Directors of the Company who are also employees of the  Company
do not receive additional compensation for their services as directors.

COMMITTEES OF THE BOARD OF DIRECTORS

           The   Company  has  five  committees:  the  Audit  Committee,
Compensation  and  Investment Committee, Nominating Committee,  Employee
Stock Option Committee, and the Directors Stock Option Committee. As  of
December  31,  2002, the members of these committees consisted  of  Jose
Luis Yrarrazaval, Alberto Coddou and Sergio Jimenez. Messrs. Coddou  and
Jimenez are considered by the Company to be independent directors.

          The  principal  functions  of  the  Audit  Committees  are  to
recommend  the  annual appointment of the Company's auditors  concerning
the  scope of the audit and the results of their examination, to  review
and  approve  any  material  accounting  policy  changes  affecting  the
Company's operating results and to review the Company's internal control
procedures.  The  Investment  and  Compensation  Committee  reviews  and
recommends investments, compensation and benefits for the executives  of
the Company. The Nominating Committee seeks out qualified persons to act
as  members the Company's Board of Directors. The Employee Stock  Option
Committee  and  the  Directors  Stock Option  Committee  administer  and
interpret  the Company Stock Option Plan and the Directors Stock  Option
Plan and are authorized to grant options pursuant to the terms of these
plans.
         During the year ended December 31, 2001, the Company's Board of
Directors held two meetings. All of the directors attended this meeting,
either  personally or through telecommunications. During the year  ended
December 31, 2000 the Investment and the Compensation Committee met  two
times.  The  functions  of the other committees were  performed  by  the
entire Board of Directors during 2001.





COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

          Section  16(a)  of the Securities Exchange  Act  of  1934,  as
amended, requires that the Company directors and executive officers, and
persons who own more than ten percent (10%) of the Company's outstanding
common  stock,  file  with the Securities and Exchange  Commission  (the
"Commission")  initial reports of ownership and reports  of  changes  in
ownership  of Common Stock. Such persons are required by the  Commission
to  furnish the Company with copies of all such reports they  file.  The
Company's  knowledge, based solely on a review of  the  copies  of  such
reports  furnished  to  the Company and written  representation,  as  of
December  31,  2000,  all  of  the  Section  16(a)  filing  requirements
applicable  to its officers, directors and greater than 10%   Beneficial
owners have been satisfied.

ITEM 10. EXECUTIVE COMPENSATION AND EMPLOYMENT AGREEMENTS

          The following table sets forth compensation awarded to, earned
by or paid to the Company's Chief Executive Officer.

                 SUMMARY COMPENSATION TABLE


NAME AND                                             OTHER ANNUAL
PRINCIPAL POSITION       YEAR       SALARY   BONUS   COMPENSATION
------------------     ----------   -------  ------  ------------
Pedro P. Errazuriz       2002     $    0.00  $ 0.00  $  20,000.00*
     President           2001        $ 0.00  $ 0.00  $  20,000.00*
Chief Executive Officer  2000        $ 0.00  $ 0.00  $  20,000.00*
   Chairman


         * This is allocated to an annual automobile allowance

INCENTIVE AND NON-QUALIFIED STOCK OPTION PLANS

          Pursuant to the Company's Stock Option Plan (the "Stock Option
Plan")  and Directors Stock Option Plan (the "Directors Plan"),  175,000
shares  of Common Stock and 75,000 shares of Common Stock, respectively,
are  reserved  for  issuance upon exercise of  options.  The  Plans  are
designed  to serve as an incentive for retaining qualified and competent
employees  and  directors. Both the Stock Option Plan and the  Directors
Plan   apply  to  Andean  Development  Corporation  and  each   of   its
subsidiaries.  Only  non-employee  directors  are  eligible  to  receive
options under the Directors Plan.


          The  Company's  Board  of Directors, or a  committee  thereof,
administers  and interprets the Stock Option Plan and is  authorized  to
grant  options  thereunder  to all eligible employees  of  the  Company,
including  officers  and directors (whether or  not  employees)  of  the
Company.  The Stock Option Plan provides for the granting of  "incentive
stock options" (as defined in Section 422 of the Internal Revenue Code),
non-statutory stock options and "reload options." Options may be granted
under  the  Stock  Option  Plan on such terms  and  at  such  prices  as
determined by the Board, or a committee thereof, except that in the case
of an incentive stock option granted to a 10% shareholder, the per share
exercise price will not be less than 110% of such fair market value. The
aggregate  fair  market value of the shares covered by  incentive  stock
options granted under the Plans that become exercisable by a grantee for
the first time in any calendar year is subject to a $100,000 limit.

          The  purchase price for any option under the Stock Option Plan
may  be  paid  in  cash,  in  shares  of  Common  Stock  or  such  other
consideration  that  is  acceptable to the Board  of  Directors  or  the
committee thereof. If the exercise price is paid in whole or in part  in
Common  Stock,  such exercise may result in the issuance  of  additional
options, known as "reload options," for the same
number  of shares of Common Stock surrendered upon the exercise  of  the
underlying option. The reload option would be generally subject  to  the
same  provisions and restrictions set forth in the Stock Option Plan  as
the  underlying option except as varied by the Board of Directors or the
committee  thereof. A reload option enables the optionee  to  ultimately
own  the same number of shares as the optionee would have owned  if  the
optionee had exercised all options for cash.

          Options  granted under the Stock Option Plan  are  exercisable
after  the  period  or  periods specified in the option  agreement,  and
options  granted  under the Directors Plan are exercisable  immediately.
Options granted under the Plans are not exercisable after the expiration
of five years from the date of grant and are not transferable other than
by will or by the laws of descent and
distribution.  The Plans also authorize the Company  to  make  loans  to
optionees to enable them to exercise their options.

         No options have been issued under either plan.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The  following table sets forth, as of December 31, 2002,  the
number  of shares of Common Stock which were owned beneficially  by  (i)
each person who is known by the Company to own beneficially more than 5%
of  its  Common Stock, (ii) each director, (iii) each executive  officer
and (iv) all directors and executive officers as a group. As of December
31, 2002, there were 2,820,100  shares issued and outstanding.

NAME AND ADDRESS                        AMOUNT OF         PERCENT
OF BENEFICIAL OWNER(1)                  BENEFICIAL        OF CLASS(3)
                                        OWNERSHIP(2)
----------------------------------------------------------------------
Alberto Coddou(4).........................0                     0%
Pedro P. Errazuriz(5)(7)..................1,511,500          53.6%
Sergio Jimenez............................0                     0%
Jose Luis Yrarrazaval.....................11,450                *

All directors and executive officers
as a group (6 persons)................... 1,522,950           54.%
Igenor, Ingenierie et Gestion,S.A.(7).....1,425,000          50.5%
Berta Dominguez(6)(8).....................1,425,000          50.5%


---------------
*Less than one percent.

(1)       Unless  otherwise indicated, the address  of  each  beneficial
owner  is  Avenida  Americo  Vespucio Sur  #100,  Piso  16,  Las  Condes
Santiago, Chile.

(2)       A  person  is deemed to be the beneficial owner of  securities
that can be acquired by such person within 60 days from the date hereof.
Based on 2,820,100 shares issued and outstanding as of the date hereof.

(3)       Based  on  2,820,100 issued and outstanding  as  of  the  date
hereof.

(4)      Mr. Coddou's address is Santa Lucia 280-OF.12, Santiago, Chile.

(5)       Includes  1,450,000 shares of Common Stock  owned  by  Igenor,
Ingenierie et Gestion, S.A., a Swiss corporation ("Igenor") of which Mr.
Pedro P. Errazuriz owns 50% the outstanding capital stock. Also includes
86,500 shares of Common Stock owned directly by Mr. Pedro P. Errazuriz.

(6)      The principal shareholders of Igenor are Mr. Pedro P. Errazuriz
(50%),  the  Chairman  of the Company's Board of Directors;  Mrs.  Berta
Dominguez (49.50%), the wife of Mr. Pedro P. Errazuriz; Mr. Pedro  Pablo
Errazuriz  Dominguez,  a son of Mr. Pedro P. Errazuriz  and  Mrs.  Berta
Dominguez (0.25%); and Pierre Yves Montavon (0.25%), an unrelated  third
party.  The address for this company is c/o Etude Montavan-Mermier,  22,
rue Etienne Dumont, 1211 Geneve 3, Switzerland.

(7)       Consists of 1,425,000 shares of Common Stock owned by  Igenor,
of  which  Mrs.  Berta Dominguez owns 49.50% of the outstanding  capital
stock.  Mrs. Berta Dominguez is the wife of Mr. Pedro P. Errazuriz,  the
Company's Chairman of the Board of Directors.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions  between  the  Company  and  its  Officers,  Directors  and
Affiliates

                All transactions between the Company and its officers,
shareholders and each of their affiliated companies have been made on
terms no less favorable to the Company than those available from
unaffiliated parties. Igenor, Ingenierie et Gestion, S. A, a holder of
50.5% of the issued and outstanding shares of common stock of the
Company is an affiliated entity.  The principal shareholders of Igenor,
Ingenierie et Gestion, S. A are Mr. Pedro P. Errazuriz (50%), the
Chairman of the Company's Board of Directors; Mrs. Berta Dominguez
(49.50%), the wife of Mr. Pedro P. Errazuriz; Mr. Pedro Pablo Errazuriz
Dominguez, a son of Mr. Pedro P. Errazuriz and Mrs. Berta Dominguez
(0.25%); and Pierre Yves Montavon (0.25%), an unrelated third party.
The Company is the parent company and controlling shareholder of 99%
interests in Errazuriz y Asociados Ingenieros S.A. ("AE&A"), and E&A
Ingesis S.A. ("INA") and, as of December 31, 2002, an 83.6% holder of
Consonni U.S.A., Inc.("Consonni")   In addition, INA is involved in a
joint venture with genteAndina S.A., an entity controlled directly and
indirectly by Mr. Pedro P. Errazuriz, the Chairman of the Company's
Board of Directors.  Currently, no business or other transactions are
being performed between the Company and AE&E INA or Consonni or between
INA and genteAndina S.A.. While most of the Company's business was
channeled through Ingenierie et Gestion, S. A., the amount of fees and
commission, included in the cost of operations of $192,393, paid to
Ingenierie et Gestion, S. A., are not material.




ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

The  following  documents are filed as a part  of  this  report  or  are
incorporated by reference to previous filings, if so indicated:

(a)      Exhibits

3.1      Company's Amended and Restated Articles of Incorporation(1)
3.2      Company's Revised Amended and Restated Bylaws(1)
4.1      Form  of Warrant Agreement together with the form  of  Warrant
         Certificate(1)
4.1(a)   Revised  Form of Warrant Agreement together with  the  form  of
         Warrant Certificate(1)
4.2      Revised  Form  of Representatives' Warrant Agreement  together
         with the revised Form of
         Representatives' Purchase Warrant Certificate(1)
4.2(a)   Form  of  Representatives  Warrant  and  Registration   Rights
         Agreement together with the revised Form of Representatives'
         Purchase   Warrant Certificate(1)
4.2(b)   Revised Form of Representative's Warrant Agreement together with
         the revised Form of Representative's Purchase Warrant Certificate(1)
4.3      Specimen of Common Stock Certificate.(1)
4.4      Specimen of Warrant Certificate (to be included in the revised
         Form of Warrant Agreement in Exhibit 4.1(a) (1)
4.4(b)   Specimen of Warrant Certificate (to be included in the revised
         Form of Warrant Agreement in Exhibit 4.2(b) (1)
10.1     Stock Option Plan(1)
10.1(a)  Revised Stock Option Plan(1)
10.2     Directors Stock Option Plan(1)
10.2(a)  Revised Directors Stock Option Plan(1)
10.4     Agreement between ESSAN and Bayesa for the Final  Disposal  of
         the Antofagasta Sewage (New  translation  with  Appendices  No.
         1-5  but  without maps)(1)
10.19    Letter from Westinghouse Electric Corporation to the  Company,
         dated July 31, 1995.(1)
10.19(a) Special  Sales Representative Agreement  between  Westinghouse
         Electric Company S.A. and Errazuriz Y Asociados Ingenieros S.A.(1)
10.20    Credit Line Agreement between Bayesa and Banco Security,  dated
         July 19, 1995.(1)
10.21    Buy/Sell of Shares, Concession of Rights, Commitments To  Social
         Modifications and Changes in Debt Balances between C.E. Consonni
         & Ecesa.(2)
21       Subsidiaries of Registrant(1)
23.1     Consent of Independent Auditors(3)
99.1     Certification  Pursuant  to  18  U.S.C  Section  1350, as Adopted
         Pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.
99.2.1   Certification  Pursuant  to  18  U.S.C  Section  1350, as
         Adopted Pursuant  to  Section  302 and 906  of  the  Sarbanes-
         Oxley  Act of 2002.


(1)      Incorporated  by  reference  from  the  Company's  Registration
         Statement, as amended, on
         Form SB-2 filed with the Securities and Exchange Commission and
         declared effective on October 29, 1996.
(2)      Filed  as exhibit 2.1 to the Company's Form 8-K dated March  26,
         2001 and incorporated herein by reference.
(3)      Filed herewith.

(b) Reports on Form 8-K. The Company did not file any Reports on Form 8-
K during the fourth quarter of the year ended December 31, 2002.

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, Andean Development Corporation has duly caused
this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

         Andean Development Corporation

         By: /s/ Pedro P. Errazuriz
            ---------------------------------
         Pedro P. Errazuriz, President, Chief Executive Officer

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

Dated:  August 12, 2003        By: /s/ Pedro P.Errazuriz
                  -----------------------------
                                 Pedro P.Errazuriz, President, Chief
                               Executive Officer and Chairman of the
                               Board of Directors (Principal executive
                               officer)

Dated: August 12,, 2003        By: /s/ Jose Luis Yrarrazaval
                 --------------------------------------------
                                Jose Luis Yrarrazaval, Chief Financial
                                Officer, Secretary and Director
                                (Principal financial and
                                accounting officer)

Dated: August 12, 2003         By: /s/ Alberto Coddou
                ----------- ---------------------------------
                                 Alberto Coddou, Director


Dated: August 12, 2003         By: /s/ Sergio Jimenez
                --------------------------------------------
                                  Sergio Jimenez, Director


















               ANDEAN DEVELOPMENT CORPORATION
                      AND SUBSIDIARIES






              CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2002 AND 2001




              ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

                       INDEX TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2002 and 2001





                                                        Page

Independent Auditors' Report                            F-2

Consolidated Balance Sheets                             F-3

Consolidated Statements of Operations                   F-5

Consolidated Statements of Shareholders' Equity         F-6

Consolidated Statements of Cash Flows                   F-7

Notes to Consolidated Financial Statements              F-9




                       INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
 of Andean Development Corporation and Subsidiaries
Miami, Florida

We  have  audited  the accompanying consolidated balance sheets  of  Andean
Development Corporation and Subsidiaries (the "Company") as of December 31,
2002  and  2001  and  the  related consolidated statements  of  operations,
shareholders'  equity  and  cash flows for  the  years  then  ended.  These
consolidated  financial statements are the responsibility of the  Company's
management. Our responsibility is to express an opinion on these  financial
statements based on our audits.

We  conducted  our  audits in accordance with auditing standards  generally
accepted in the United States of America.  Those standards require that  we
plan  and  perform the audits to obtain reasonable assurance about  whether
the  consolidated  financial statements are free of material  misstatement.
An  audit  includes  examining, on a test basis,  evidence  supporting  the
amounts and disclosures in the consolidated financial statements.  An audit
also  includes  assessing the accounting principles  used  and  significant
estimates   made  by  management,  as  well  as  evaluating   the   overall
consolidated 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 consolidated financial position  of  Andean
Development Corporation and Subsidiaries as of December 31, 2002  and  2001
and  the consolidated results of their operations and their cash flows  for
the  years  then  ended in conformity with accounting principles  generally
accepted in the United States of America.

The  accompanying  consolidated  financial statements  have  been  prepared
assuming  that the Company will continue as a going concern.  As  discussed
in  Note  13  to  the consolidated financial statements,  the  Company  has
generated   significant  losses  from  operations,  and  has  substantially
curtailed  operations  as  of  December 31,  2002,  which  together  raises
substantial  doubt  about  its  ability to continue  as  a  going  concern.
Management's plans with regard to these matters are also described in  Note
13.  The  consolidated financial statements do not include any  adjustments
that might result from the outcome of this uncertainty.



/s/ SPEAR, SAFER, HARMON & CO.
Miami, Florida
April 10, 2003






              ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

                        Consolidated Balance Sheets

                        December 31, 2002 and 2001




                                A S S E T S


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

Current Assets:
 Cash                                  $   1,069    $    931
 Accounts receivable                      49,693
                                                     185,687
  Notes  receivable, net -  current       33,120
portion                                              327,911
 Other current assets                    192,790     168,279
                                        --------------------
     Total Current Assets                276,672     682,808
                                        --------------------
Property, Plant and Equipment, net       319,503     379,842
                                        --------------------
Other Assets:
   Notes  receivable  from  related
parties and other, net                   198,726   1,415,273
 Investments in unconsolidated             2,543       2,543
                  subsidiaries

 Advances under agreement                   -        264,231
                                        --------------------
                                         201,269   1,682,047
                                        --------------------
                                       $ 797,444 $ 2,744,697
                                        ====================




              ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

                  Consolidated Balance Sheets (Continued)

                        December 31, 2002 and 2001




                   LIABILITIES AND SHAREHOLDERS' EQUITY


                                          2002             2001

Current Liabilities:
 Obligations with banks               $   36,228       $  35,310
 Current maturities of long-term debt     33,121          34,923
 Accounts  payable  and   accrued        109,576          98,237
 expenses
 Income taxes payable                     18,684            -
 Due to related parties                   32,036          49,203
                                         -----------------------
     Total Current Liabilities           229,645         217,673
                                         -----------------------
Long-Term Liabilities:
  Long-term debt, excluding current       37,181          75,503
maturities
 Staff severance indemnities              32,018          39,427
                                         -----------------------
     Total Long-Term Liabilities          69,199         114,930
                                         -----------------------
Minority Interest                           -            196,019
                                         -----------------------
Shareholders' Equity:
 Preferred stock, $.0001 par value,
5,000,000 shares
   authorized, no shares issued and         -               -
outstanding
  Common  stock, $.0001 par  value,
20,000,000 shares
    authorized,  2,820,100   shares        282             282
    issued and outstanding
 Additional paid-in capital            5,660,187       5,660,187
 Accumulated deficit                  (4,796,816)     (3,105,509)

  Accumulated  other  comprehensive     (365,053       (338,885)
income (loss)                          --------------------------

     Total Shareholders' Equity          498,600       2,216,075
                                       --------------------------
                                      $  797,444       $2,744,697
                                       ==========================



              ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
                   Consolidated Statements of Operations
                  Years Ended December 31, 2002 and 2001





                                           2002              2001


Revenues                                $ 249,843       $  796,478
Cost of Operations                        192,393          154,365
                                        --------------------------
Gross Profit                               57,450          642,113

Selling and Administrative Expenses       189,576          388,941
                                        --------------------------
                                         (132,126)         253,172
                                        --------------------------
Other Income (Expense):
 Interest income (expense), net           (24,075)         (17,766)
 Provision for bad debts                 (831,326)        (324,000)
 Other                                   (639,822)        (248,694)
 Depreciation and amortization            (55,770)         (81,344)
                                        --------------------------
                                       (1,550,993)        (671,804)
                                        --------------------------
Loss from Continuing Operations Before
  Income Taxes and Minority Interest   (1,683,119)        (418,632)
                                        --------------------------

Income Taxes                               (8,188)            -
                                        ---------------------------
Loss   from   Continuing  Operations   (1,691,307)        (418,632)
Before Minority Interest                ---------------------------

Minority Interest                            -              14,277
                                        ---------------------------
Net Loss                               (1,691,307         (404,355)


Other Comprehensive Income (Loss):
    Foreign   currency   translation      (26,168)         (27,411)
adjustment                             ----------------------------
Comprehensive Loss                    $(1,717,475)      $  (431,766)
                                       ============================


Loss Per Common Share:
 Net loss from continuing operations    $   (0.60)     $     (0.15)
                                       ============================

Weighted  Average Shares Outstanding    2,820,100        2,820,100
- Basic                                ============================




                 ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
                 Consolidated Statements of Shareholders' Equity
                     Years Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>

                                                       Retained    Accumulated       Total
                            Common      Additional     Earnings       Other      Shareholders'
                            Stock        Paid-In     (Accumulated  Comprehensive     Equity
                                         Capital       Deficit)    Income (Loss)
                            ------------------------------------------------------------------
<S>                          <C>         <C>          <C>            <C>           <C>
Balance at December 31,    $   282      $5,724,320    $(3,124,172)  $(311,474)     $2,288,956
2000

Net loss                      -             -           (404,355 )      -            (404,355)

Rescinded dividends           -             -            423,018        -             423,018

Adjustment to additional
paid-in capital
    on  acquisition  of       -          (64,133)               -        -            (64,133)
     treasury stock

Foreign        currency       -             -                   -       (27,411)      (27,411)
translation adjustment
                           -------------------------------------------------------------------
Balance at December 31,        282       5,660,187       (3,105,509)   (338,885)    2,216,075
2001
Net loss                      -             -             (1,691,307)    -         (1,691,307)

Foreign        currency       -             -               -           (26,168)      (26,168)
translation adjustment     -------------------------------------------------------------------

Balance at December 31,    $   282      $5,660,187        (4,796,816) $(365,053)    $ 498,600
2002                       ===================================================================


</TABLE>




              ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
                   Consolidated Statements of Cash Flows
                  Years Ended December 31, 2002 and 2001


                                           2002             2001

Cash Flows from Operating Activities:
 Net loss                                $(1,691,307)  $  (404,355)

 Minority interest                           -            (376,163)
                                          -------------------------

                                          (1,691,307)     (780,518)

  Adjustments to reconcile net  loss
to net cash
(used in) provided by  operating
                     activities:
  Depreciation and amortization               55,770        81,344
  Provision for bad debt                     831,326       324,000
    Foreign   currency   translation         (26,168)      (27,411)
adjustment
  Changes in assets and liabilities:
   (Increase) decrease in:
     Accounts receivable                     135,994     2,326,151
     Notes receivable                        327,911      (179,911)
     Inventory                               -              51,408
     Other current assets                    (24,511)       12,160
     Deposits and other                      -             205,157
     Advances                                264,231      (264,231)

   Increase (decrease) in:
      Accounts  payable and  accrued          30,023    (1,509,247)
expenses
     Staff severance indemnities              (7,409)      (32,937)
                                            -----------------------

Net  Cash  (Used  in)  Provided   by        (104,140)      205,965
Operating Activities                        -----------------------

Cash     Flows    from     Investing
Activities:
  Disposition of property, plant and           4,569           -
equipment
  Purchase  of property,  plant  and             -         (18,932)
equipment
   Investments   in   unconsolidated             -         233,195
subsidiaries                                -----------------------

Net   Cash   Provided  by  Investing           4,569       214,263
Activities
                                            -----------------------



              ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
             Consolidated Statements of Cash Flows (Continued)
                  Years Ended December 31, 2002 and 2001







                                               2002            2001


Cash Flows from Financing Activities:
   Net  proceeds  (payments  to)  from    $ 334,934       $ 275,082
related parties
   Net   (repayments)  proceeds   from          918        (954,261)
obligations with bank
 Decrease in minority interest             (196,019)           -
   Adjustment  to  additional  paid-in
capital from
   acquisition of treasury stock               -            (64,133)
  (Repayments) proceeds from long-term debt (40,124)        110,426

Net   Cash   Provided  by  (Used   in)       99,709        (632,886)
Financing Activities                        -----------------------

Net Increase (Decrease) in Cash                 138        (212,658)

Cash at Beginning of Year                       931         213,589
                                            -----------------------
Cash at End of Year                       $   1,069       $     931
                                            =======================

Supplemental Disclosure of  Cash  Flow
Information:
   Cash  paid  during  the  year   for    $  24,075       $  17,766
interest                                    =======================


  Net assets disposed of upon sale  of
discontinued operations:
  Property, plant and equipment           $    -          $  57,096





              ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                  Years Ended December 31, 2002 and 2001





NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization  -  Andean  Development  Corporation  ("ADC"   or   the
       "Company")  was incorporated in the State of Florida on October  19,
       1994.   ADC  operates  its lines of business principally  in  Chile,
       Peru, Argentina and Spain.

       The  Company  provides engineering and project  management  services
       for  energy  and private works projects and sells, as  agent,  major
       electrical  and mechanical equipment.  The Company also advises  and
       assists   large  private  utilities  and  government   agencies   in
       obtaining  land  easements from private owners for  installation  of
       electrical lines, sewer plant infrastructure, piping and roads.

       The  Company  in  the  past had developed educational  and  training
       software.   The  Company  discontinued developing  its  software  in
       2001.  See Note 9.

       Basis  of  Presentation  - The accompanying  consolidated  financial
       statements   include  the  accounts  of  ADC   and   the   following
       consolidated subsidiaries:

                                                    Ownership
                 Subsidiary             Domicile    Percentage

        Err zuriz      y     Asociados    Chile        100%
        Ingenieros, S. A.
         ("EAI") Chilean Corporation

        Err zuriz y Asociados Ingesis,    Chile        100%
        S.A.
         ("E&A") Chilean Corporation

        Consonni, U.S.A., Inc.            Spain        83.6%
        ("CONUSA") U.S. Corporation


       CONUSA owns a 19% interest in Construcciones Electromecanicas,  S.A.
       Consonni  (located in Bilbao, Spain) and a 92% interest  in  Equipos
       de Control Electrico S.A. ("ECESA").

       ADC  and the above subsidiaries are collectively referred to as  the
       Company.   All  significant intercompany balances  and  transactions
       have been eliminated in consolidation.




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

       Functional  Currency  - The consolidated financial  statements  have
       been  translated  in  accordance with the provisions  set  forth  in
       Statement  of  Financial  Accounting  Standards  No.  52,   "foreign
       currency  translation" from Chilean pesos and Spanish  pesetas  (the
       functional  currencies) into U.S. dollars (the reporting  currency).
       The  exchange rate used at December 31, 2002 and 2001 for assets and
       liabilities  was  695.89 and 656.20 Chilean  pesos  to  U.S.  $1.00,
       respectively.   Shareholders' equity and components  are  translated
       at  historical  rates.   The weighted average  exchange  rates  used
       during  the  years  ended December 31, 2002 and 2001,  respectively,
       for  results of operations were 671.14 and 643.09 Chilean  pesos  to
       U.S.  $1.00, respectively, and 185.85 and 179.86 Spanish pesetas  to
       U.S. $1.00, respectively.  The effects of exchange rate changes  are
       reflected as a separate component of shareholders' equity.

       Revenue  Recognition  - The Company earns revenue  principally  from
       commissions associated with the sale of equipment and from fees  for
       the  performance  of  engineering services and  providing  technical
       assistance in the development of specialized projects.

       Revenues  for  fees  associated with services  are  recognized  when
       performed and are based on standard billing rates.

       The  Company  earns  commissions on  the  sale  of  equipment.   For
       turnkey  jobs, commissions are earned when the contracts are  signed
       and  "Orders to Proceed" are issued.  In some instances, due to  the
       significant  time  the  Company is required  to  wait  for  payment,
       commissions  that the Company initially believed it had  earned  are
       changed.  Due to the Company's inability to determine the amount  of
       commissions,   the   Company,   commencing   in   1999,   recognizes
       commissions only when they are received.  This change in  policy  is
       not  deemed  to have a material impact on the Company's consolidated
       financial statements.

       The  Company  earned no revenues from its educational  and  software
       development activities in 2002 and 2001.

       Concentrations   of  Credit  Risk  -  Financial  instruments   which
       potentially  subject the Company to concentrations  of  credit  risk
       consist  principally  of  cash, periodic  temporary  investments  of
       excess  cash,  and trade receivables.  The Company places  its  cash
       with  high  credit  quality financial institutions.   A  significant
       portion  of the Company's sales are to several large customers  and,
       as  such,  the  Company is directly affected by  the  well-being  of
       those  customers.   However, the credit risk associated  with  trade
       receivables is minimal due to the significant size of the  Company's
       customers  and the Company's ongoing efforts to monitor  the  credit
       worthiness of its customers.

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

       Fair  Values  of  Financial  Instruments  -  The  fair  value  of  a
       financial instrument is the amount at which the instrument could  be
       exchanged  in  a current transaction between willing  parties.   The
       fair  value  of  cash, short-term investments, accounts  receivable,
       notes  receivable,  accounts payable and notes  payable  approximate
       the carrying amounts at December 31, 2002 and 2001.

       Property,  Plant and Equipment - Property, plant and  equipment  are
       recorded  at cost.  Depreciation is computed using the straight-line
       method  over the estimated useful lives of the assets, usually  five
       to seven years.

       Staff Severance Indemnities - The Company provides for certain  lump
       sum  severance indemnities that are required to be paid  by  Chilean
       law  to its employees at the end of their employment. The obligation
       is  calculated based on the present value of the vested benefits  to
       which  an  employee is entitled, the expected service lives  of  the
       employees and current salary levels.  The Company believes that  the
       above  calculation is not materially different from the  calculation
       required  by  SFAS  87, which would reflect expected  future  salary
       increases.

       Foreign  Operations - The Company is a holding company  for  foreign
       entities, operating primarily in South America and Spain.  In  South
       America  and  Spain, the potential for both economic  and  political
       change  in  the business environment is different from that  of  the
       United  States.  Therefore, the Company's results of operations  and
       financial  position could be materially affected by  sudden  changes
       in  the  business and political environments in the  countries  that
       the Company operates.

       Income  Taxes  - Deferred tax assets and liabilities are  recognized
       for   the  future  income  tax  consequences  attributable  to   the
       differences  between  the financial statement  carrying  amounts  of
       existing  assets  and  liabilities and their respective  income  tax
       bases.   Deferred  tax  assets and liabilities  are  measured  using
       enacted  tax rates expected to apply to taxable income in the  years
       in  which  those temporary differences are expected to be  recovered
       or settled.  The effect on deferred tax assets and liabilities of  a
       change  in  tax rates is recognized as income or loss in the  period
       that includes the enactment date.

       Net  deferred tax assets consist of the following components  as  of
       December 31, 2002 and 2001:

                                       2002            2001
                                    ------------------------
       Deferred Tax Assets:
       NOL carryover               $1,691,307      $ 404,355
       Valuation allowance         (1,691,307)      (404,355)
                                    ------------------------
                                   $    -          $    -
                                    ========================

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

       Earnings  Per  Common Share - Basic earnings per  common  share  are
       based  on  the  weighted  average number of  shares  outstanding  of
       2,820,100  for  the years ended December 31, 2002  and  2001,  after
       giving  effect  to  common  stock  equivalents  that  would  have  a
       dilutive  effect  on  earnings  per  share.   Warrants  issued  with
       exercise  prices  greater  than the existing  market  value  of  the
       Company  stock  are deemed anti-dilutive and are not  components  of
       earnings per share.

       Recent  Pronouncements  -  In June 1998,  the  Financial  Accounting
       Standards  Board  ("FASB") issued Statement of Financial  Accounting
       Standards  ("SFAS") No. 133, "Accounting for Derivative  Instruments
       and  Hedging  Activities"  ("SFAS  133").   SFAS  133  requires  the
       recognition of the fair value of all derivative instruments  on  the
       balance  sheet.  Subsequent to the issuance of SFAS  133,  the  FASB
       received   many   requests   to  clarify  certain   issues   causing
       difficulties in implementation.  In June 2000, the FASB issued  SFAS
       138,   which   responds  to  those  requests  by  amending   certain
       provisions  of SFAS 133. These amendments include allowing  foreign-
       currency  exposures that reduce the need for third-party derivatives
       and redefining the nature of interest rate risk to avoid sources  of
       ineffectiveness.  The impact of adopting SFAS  133,  as  amended  by
       SFAS 138, is not significant.

       In  February  1999, the Financial Accounting Standards board  Issued
       Statement  of  Financial Accounting Standards No. 135 "Recission  of
       FASB  Statement No. 75 and Technical Corrections" which is effective
       for  financial statements issued after February 15, 1999.  There  is
       no  impact to the Company's financial reporting or presentation  due
       to the adoption of SFAS No. 135.

       In  December  1999,  the Securities and Exchange  Commission  issued
       Staff  Accounting  Bulletin 101, "Revenue Recognition  in  Financial
       Statements"  ("SAB  101").   SAB  101  provides  guidance   on   the
       recognition,  presentation and disclosure of revenues  in  financial
       statements  and  requires adoption no later than the fourth  quarter
       of  fiscal  2001.  The adoption of this SAB had  no  impact  on  the
       Company's financial statements.

       In  July  2001,  The Financial Accounting Standards  Board  ("FASB")
       issued  SFAS  No.  141, Business Combinations,  and  SFAS  No.  142,
       Goodwill  and  Other Intangible Assets.  SFAS No. 141 requires  that
       the   purchase  method  of  accounting  be  used  for  all  business
       combinations initiated after June 30, 2001.  Use of the  pooling-of-
       interests method will be prohibited after that date.  SFAS  No.  142
       changes  the  accounting  for goodwill and  intangible  assets  with
       indefinite  lives from an amortization method to an  impairment-only
       approach  and  requires intangible assets with finite  lives  to  be
       amortized  over their useful lives.  Thus, amortization of  goodwill
       and   intangible  assets  with  indefinite  lives  will  cease  upon
       adoption  of the statement.  SFAS No. 142 is required to be  applied
       in  fiscal  years  beginning  after  December  15,  2001.  Upon  the
       adoption  of  SFAS  No.  142 there is no  impact  to  the  Company's
       financial  reporting  or presentation due to the  adoption  of  SFAS
       No. 141 and SFAS No. 142.

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

       Estimates  -  The preparation of financial statements in  conformity
       with  generally  accepted accounting principles requires  management
       to  make  estimates and assumptions that affect the reported amounts
       of  assets  and liabilities and disclosure of contingent  asset  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.

       Reclassifications  -  Certain  amounts  in  the  2001   consolidated
       financial   statements  have  been  reclassified   for   comparative
       purposes  to  conform with the presentation in the 2002 consolidated
       financial statements.


NOTE 2 - OTHER CURRENT ASSETS

       Other current assets consist of the following at December 31:


                                       2002            2001
-----------------------------------------------------------------------
       Recoverable taxes           $ 185,097       $ 154,386
       Other                           7,693          13,893
                                    -------------------------
                                   $ 192,790       $ 168,279
                                    =========================

     Other  current assets consist of $185,097 of recoverable  taxes  which
     are   Chilean  local  taxes  previously  paid.   The  Company   (local
     subsidiaries)  has  been losing monies for the last  three  years  and
     claims for refunds were filed to recover these taxes.


NOTE 3 - PROPERTY, PLANT AND EQUIPMENT, NET

       Property,  plant  and equipment, net, consist of  the  following  at
       December 31:


                                       2002             2001
                                     ------------------------
       Vehicles                     $ 231,234       $ 268,942
       Office   equipment    and      144,755         144,755
computers
       Furniture,  fixtures  and      371,795         371,795
improvements                         ------------------------

       Total property, plant and
         equipment, at cost           747,784         785,492

Less accumulated depreciation
         and amortization            (428,281)       (405,650)

                                    $ 319,503       $ 379,842
                                    =========================


NOTE 3 - PROPERTY, PLANT AND EQUIPMENT, NET (Continued)

       Depreciation expense approximated $56,000 and $81,000 for the  years
       ended December 31, 2002 and 2001, respectively.


NOTE 4 - RELATED PARTY TRANSACTIONS

     In  prior  years, the Company conducted a substantial  amount  of  its
business  with  companies  that are affiliated  with  shareholders  of  the
Company.  As a result, fees for services or commissions on sales have  been
received  from  or  paid  to  affiliated companies,  particularly,  Igenor,
Ingenierie et Gestion, S. A , and genteAndina S.A.   Igenor, Ingenierie  et
Gestion, S. A, is a holder of 50.5% of the issued and outstanding shares of
common  stock  of  the  Company.   The principal  shareholders  of  Igenor,
Ingenierie et Gestion, S. A are Mr. Pedro P. Errazuriz (50%), the  Chairman
of  the  Company's Board of Directors; Mrs. Berta Dominguez  (49.50%),  the
wife of Mr. Pedro P. Errazuriz; Mr. Pedro Pablo Errazuriz Dominguez, a  son
of Mr. Pedro P. Errazuriz and Mrs. Berta Dominguez (0.25%); and Pierre Yves
Montavon  (0.25%),  an unrelated third party.  The Company  is  the  parent
company  and  controlling  shareholder of  99%  interests  in  Errazuriz  y
Asociados Ingenieros S.A. ("AE&A"), and E&A Ingesis S.A. ("INA") and, as of
December  31,  2002,  an 83.6% holder of Consonni U.S.A.,  Inc.("Consonni")
In  addition, INA is involved in a joint venture with genteAndina S.A.,  an
entity  controlled directly and indirectly by Mr. Pedro P.  Errazuriz,  the
Chairman  of the Company's Board of Directors.  In fiscal 2002,  Currently,
no  business or other transactions are being performed between the  Company
and AE&E INA or Consonni or between INA and genteAndina S.A.  While most of
the  Company's business was channeled through Ingenierie et Gestion, S. A.,
the  amount  of fees and commission, included in the cost of operations  of
$192,393, paid to Ingenierie et Gestion, S. A., are not material.


NOTE 5 - NOTE RECEIVABLE FROM RELATED PARTY AND OTHER

       Note  receivable  from  related party and  others;  consist  of  the
       following at December 31:


                                      2002            2001
                                      -----------------------
        Coficomex                 $     -         $  324,000
        Sale   of   shares   of      720,006       1,250,171
        Consonni
        Sale of shares of Ecesa       61,320         213,633
        Bayesa                       231,846         279,380
        Less valuation reserve      (781,326)       (324,000)
                                    -------------------------
                                     231,846       1,743,184
        Less current portion         (33,120)       (327,911)
                                    -------------------------
                                  $  198,726      $1,415,273
                                   ==========================

All related party receivables were reserved as Bad Debt.

The increase in bad debt was due to valuation reserves made on Note
Receivables from related parties, particularly from amounts owing from
Consonni and Ecesa. The business conditions in Spain, the location of those
entities, and the failure of those entities to generate any revenues that
would allow them to satisfy their obligations to the Company make it
unlikely the Company will be able to collect on those debts.


NOTE 6 - OBLIGATION WITH BANKS

       Obligations  with  banks  consist  of  lines-of-credit  with   local
       Chilean  banks.  Interest rates on all lines-of-credit are based  on
       the  Asociacion  de  Bancos y Entidades Financieras  (T.A.B.)  rate,
       which  represents a daily average of the interest paid by  banks  on
       its  deposits.  The rate is then adjusted upwards approximately 1.5%
       for  the banks profit, and then an additional 1.0% - 1.7% reflecting
       the individual risk of the bank on the individual loan.

       These  lines-of-credit are secured by an assignment of the Company's
       accounts  receivable.  Obligations with banks under  lines-of-credit
       amounted  to  approximately $35,000 at December 31, 2002  and  2001,
       respectively.   This represents the current portion of  the  $70,302
       total long term debt.


NOTE 7 - LONG-TERM DEBT

       Long-term debt consists of the following at December 31,:



                                             2002            2001


Notes payable, collateralized by trade
receivables with interest payable at
9% and payable monthly                  $   70,302      $  110,426

        Less current portion               (33,121)        (34,923)
                                          ------------------------
        Total long-term debt            $   37,181      $   75,503
                                          ========================



NOTE 8 - RESEARCH AND DEVELOPMENT

       The Company incurred and expensed research and development costs  of
       approximately $161,000 in 2001.

       The   Company   discontinued  its  research   and   development   of
       educational  software  and on April 1, 2001  executed  an  agreement
       with  an  unrelated company, Gente Andina, S. A.  The  Company  will
       invest  approximately $500,000 in exchange for  guaranteed  interest
       income of % monthly and 35% of the profits of Gente Andina,  S.  A.
       Gente  Andina,  S.  A.  will continue developing  the  software  and
       projects  previously undertaken by the Company.  As of December  31,
       2001,  approximately $264,000 was advanced to Gente  Andina,  S.  A.
       under  this  agreement.   During 2002, the Company  terminated  this
       agreement  with  Gente  Andina and the amounts  previously  advanced
       were   charged   to   expense  under  Other  in   the   accompanying
       consolidated statement of operations.


NOTE 10 - SHAREHOLDERS' EQUITY

       During 1998, the Company declared dividends of $.20 per share to  be
       paid  in  four installments on dates to be determined by the  Board.
       During  July 1999, the first installment was paid ($.05 per  share).
       The  balance  of  approximately $423,000 was  still  outstanding  at
       December 31, 2000.

       On  March  30, 2001, the board of directors of the Company rescinded
       the dividends still payable of approximately $423,000.


NOTE 11 - INCOME TAXES

       The  Company  is  subject  to  income  taxes  in  Chile  and  Spain.
       Reconciliations  between  the statutory income  tax  rate  in  these
       countries,  and  the  Company's  effective  income  tax  rate  as  a
       percentage of income before income taxes is as follows:



                                         2002           2001


        Chilean statutory tax rate     15.0%          15.0%
        Other, net                       .4             .4
                                       --------------------
        Effective income tax rate      15.4%          15.4%
                                       ====================
        Spanish  effective  income        0%         30.0 %
        tax rate                       ====================



NOTE 12 - COMMITMENTS AND CONTINGENCIES

       Lease

       The  Company leases offices from a related party in Santiago,  Chile
       under  various  operating  leases.   Monthly  rental  payments  were
       approximately  $6,700  during  2002  and  2001,  respectively.  Rent
       expense was $80,000 for the years ended December 31, 2002 and 2001.

       Future minimum rental payments under the lease are as follows:


          Years Ending                    Annual
          December 31,                    Payments

            2003                       $  80,000
            2004                          80,000
            2005                          80,000
            2006                          80,000
            2007                          80,000
                                      -----------
                                       $ 400,000
                                      ===========


NOTE 13 - GOING CONCERN

           The  Company's  consolidated financial statements  are  prepared
     using accounting principles generally accepted in the United States of
     America   applicable  to  a  going  concern  which  contemplates   the
     realization  of assets and liquidation of liabilities  in  the  normal
     course  of  business.   The  Company has incurred  losses  which  have
     resulted in an accumulated deficit of $4,796,816 at December 31, 2002,
     and  has  limited  internal  financial  resources.  Additionally,  the
     Company  has substantially reduced operations at December 31, 2002  in
     that  the Company will not be expending revenues to procure additional
     business  and  will  focus  its efforts on transitioning  to  a  shell
     corporation  for  the purpose of attracting another  business  entity.
     These  factors  combined raised substantial doubt about the  Company's
     ability to continue as a going concern.  The accompanying consolidated
     financial  statements do not include any adjustments relating  to  the
     recoverability  and classification of asset carrying  amounts  or  the
     amount  and classification of liabilities that might result  from  the
     outcome of this uncertainty.


NOTE 14 - SUBSEQUENT EVENTS

       Subsequent  to  year-end the Company has entered in negotiations  to
       divest  itself from the Chileans and Spanish subsidiaries.   At  the
       date of the report no agreement has been reached.