U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended March 31, 2002, or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
act of 1934 for the transition period from to

                         Commission File No. 2-93231-NY

                           FASHION TECH INTERNATIONAL, INC.
                (Name of Small Business Issuer as specified in its charter)
                        (Formerly Portofino Investment, Inc.)

                 Nevada                                87-0395695
    (State or Other Jurisdiction of                   (IRS Employer
     Incorporation or Organization)                Identification No.)

                        1340 East 130 North, Springville, Utah 84663
                   (Address of Principal Executive Offices and Zip Code)

Issuer's Telephone Number:  (801) 364-9262

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

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

Check whether the issuer (1) filed all reports required to be filed by sections
13 or 15(d) of the Exchange Act during the past 12 months (or 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 in this form, and no disclosure will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

The Registrant's revenues for its most recent fiscal year:  $0.

The aggregate market value of voting stock held by non-affiliates: As of the
date this report is filed there is no public market for the common stock of the
issuer, so the aggregate market value of such stock is $0.

As of March 31, 2002, the Registrant had outstanding 3,591,082 shares of Common
Stock, par value $0.001.

Documents incorporated by reference:  None.


<PAGE>


TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                    Page

PART I

Item 1.  Description of Business                                               3

Item 2.  Description of Properties                                             7

Item 3.  Legal Proceedings                                                     7

Item 4.  Submission of Matters to a Vote of Security Holders                   7

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters              7

Item 6.  Management's Discussion and Analysis of Financial Condition           8
         and Results of Operations

Item 7.  Financial Statements                                                  9

Item 8.  Changes in and Disagreements with Accountants                         9
         on Accounting and Financial Disclosure

PART III

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

Item 10.  Executive Compensation                                              10

Item 11.  Security Ownership of Certain Beneficial Owners and Management      10

Item 12.  Certain Relationships and Related Transactions                      11

Item 13.  Exhibits and Reports on Form 8-K                                    12

SIGNATURES                                                                    13


                                       2
<PAGE>


                        FORWARD-LOOKING STATEMENT NOTICE

When used in this report, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," and similar expressions are
intended to identify forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 regarding events, conditions, and financial trends that may affect the
Company's future plans of operations, business strategy, operating results, and
financial position. Persons reviewing this report are cautioned that any
forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors. Such factors are discussed under the headings "Item 1. Description of
Business," and "Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations," and also include general economic factors
and conditions that may directly or indirectly impact the Company's financial
condition or results of operations.

                                     PART I
                         ITEM 1. DESCRIPTION OF BUSINESS

General

For the past four years the Company has had no active business operations, and
has been seeking to acquire an interest in a business with long-term growth
potential. The Company was originally formed as a Utah corporation in April 1983
under the name Portofino Investment, Inc. In January 1984, the Company changed
its name to Fashion Tech International, Inc. It has been an inactive shell
corporation for at least the past 10 years. In April 1999, the stockholders
approved a merger with Fashion Tech International, Inc., a Nevada corporation to
change the domicile of the Company from Utah to Nevada.

The Company currently has no commitment or arrangement to participate in a
business and cannot now predict what type of business it may enter into or
acquire. It is emphasized that the business objectives discussed herein are
extremely general and are not intended to be restrictive on the discretion of
the Company's management.

Selection of a Business

The Company anticipates that businesses for possible acquisition will be
referred by various sources, including its officers and directors, professional
advisors, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals. The
Company will not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its officers and
directors and their affiliates, as well as indirect associations between them
and other business and professional people. By relying on "word of mouth", the
Company may be limited in the number of potential acquisitions it can identify.
While it is not presently anticipated that the Company will engage unaffiliated
professional firms specializing in business acquisitions or reorganizations,
such firms may be retained if management deems it in the best interest of the
Company.

Compensation to a finder or business acquisition firm may take various forms,
including one-time cash payments, payments based on a percentage of revenues or
product sales volume, payments involving issuance of securities (including those
of the Company), or any combination of these or other compensation arrangements.
Consequently, the Company is currently unable to predict the cost of utilizing
such services.

                                       3
<PAGE>

The Company will not restrict its search to any particular business, industry,
or geographical location, and management reserves the right to evaluate and
enter into any type of business in any location. The Company may participate in
a newly organized business venture or a more established company entering a new
phase of growth or in need of additional capital to overcome existing financial
problems. Participation in a new business venture entails greater risks since in
many instances management of such a venture will not have proved its ability,
the eventual market of such venture's product or services will likely not be
established, and the profitability of the venture will be unproved and cannot be
predicted accurately. If the Company participates in a more established firm
with existing financial problems, it may be subjected to risk because the
financial resources of the Company may not be adequate to eliminate or reverse
the circumstances leading to such financial problems.

In seeking a business venture, the decision of management will not be controlled
by an attempt to take advantage of any anticipated or perceived appeal of a
specific industry, management group, product, or industry, but will be based on
the business objective of seeking long-term capital appreciation in the real
value of the Company.

The analysis of new businesses will be undertaken by or under the supervision of
the officers and directors. In analyzing prospective businesses, management will
consider, to the extent applicable, the available technical, financial, and
managerial resources; working capital and other prospects for the future; the
nature of present and expected competition; the quality and experience of
management services which may be available and the depth of that management; the
potential for further research, development, or exploration; the potential for
growth and expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trade or service marks; name
identification; and other relevant factors.

The decision to participate in a specific business may be based on management's
analysis of the quality of the other firm's management and personnel, the
anticipated acceptability of new products or marketing concepts, the merit of
technological changes, and other factors which are difficult, if not impossible,
to analyze through any objective criteria. It is anticipated that the results of
operations of a specific firm may not necessarily be indicative of the potential
for the future because of the requirement to substantially shift marketing
approaches, expand significantly, change product emphasis, change or
substantially augment management, and other factors.

The Company will analyze all available factors and make a determination based on
a composite of available facts, without reliance on any single factor. The
period within which the Company may participate in a business cannot be
predicted and will depend on circumstances beyond the Company's control,
including the availability of businesses, the time required for the Company to
complete its investigation and analysis of prospective businesses, the time
required to prepare appropriate documents and agreements providing for the
Company's participation, and other circumstances.

Acquisition of a Business

In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, or other reorganization with
another corporation or entity; joint venture; license; purchase and sale of
assets; or purchase and sale of stock, the exact nature of which cannot now be
predicted. Notwithstanding the above, the Company does not intend to participate
in a business through the purchase of minority stock positions. On the
consummation of a transaction, it is likely that the present management and
shareholders of the Company will not be in control of the Company. In addition,
a majority or all of the Company's directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new directors without a vote
of the Company's shareholders.

                                       4
<PAGE>

In connection with the Company's acquisition of a business, the present
shareholders of the Company, including officers and directors, may, as a
negotiated element of the acquisition, sell a portion or all of the Company's
Common Stock held by them at a significant premium over their original
investment in the Company. It is not unusual for affiliates of the entity
participating in the reorganization to negotiate to purchase shares held by the
present shareholders in order to reduce the number of "restricted securities"
held by persons no longer affiliated with the Company and thereby reduce the
potential adverse impact on the public market in the Company's Common Stock that
could result from substantial sales of such shares after the restrictions no
longer apply. As a result of such sales, affiliates of the entity participating
in the business reorganization with the Company would acquire a higher
percentage of equity ownership in the Company. Public investors will not receive
any portion of the premium that may be paid in the foregoing circumstances.
Furthermore, the Company's shareholders may not be afforded an opportunity to
approve or consent to any particular stock buy-out transaction.

In the event sales of shares by present shareholders of the Company, including
officers and directors, is a negotiated element of a future acquisition, a
conflict of interest may arise because directors will be negotiating for the
acquisition on behalf of the Company and for sale of their shares for their own
respective accounts. Where a business opportunity is well suited for acquisition
by the Company, but affiliates of the business opportunity impose a condition
that management sell their shares at a price which is unacceptable to them,
management may not sacrifice their financial interest for the Company to
complete the transaction. Where the business opportunity is not well suited, but
the price offered management for their shares is high, management will be
tempted to effect the acquisition to realize a substantial gain on their shares
in the Company. Management has not adopted any policy for resolving the
foregoing potential conflicts, should they arise, and does not intend to obtain
an independent appraisal to determine whether any price that may be offered for
their shares is fair. Stockholders must rely, instead, on the obligation of
management to fulfill its fiduciary duty under state law to act in the best
interests of the Company and its stockholders.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of the transaction, the Company may agree to register such securities either at
the time the transaction is consummated, under certain conditions, or at
specified times thereafter. Although the terms of such registration rights and
the number of securities, if any, which may be registered cannot be predicted,
it may be expected that registration of securities by the Company in these
circumstances would entail substantial expense to the Company. The issuance of
substantial additional securities and their potential sale into any trading
market that may develop in the Company's securities may have a depressive effect
on such market.

While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to structure the acquisition as a so-called
"tax-free" event under sections 351 or 368(a) of the Internal Revenue Code of
1986, (the "Code"). In order to obtain tax-free treatment under section 351 of
the Code, it would be necessary for the owners of the acquired business to own
80% or more of the voting stock of the surviving entity. In such event, the
shareholders of the Company would retain less than 20% of the issued and
outstanding shares of the surviving entity. Section 368(a)(1) of the Code
provides for tax-free treatment of certain business reorganizations between
corporate entities where one corporation is merged with or acquires the
securities or assets of another corporation. Generally, the Company will be the
acquiring corporation in such a business reorganization, and the tax-free status
of the transaction will not depend on the issuance of any specific amount of the
Company's voting securities. It is not uncommon, however, that as a negotiated
element of a transaction completed in reliance on section 368, the acquiring
corporation issue

                                       5
<PAGE>

securities  in  such  an  amount  that  the  shareholders  of the  acquired
corporation  will hold 50% or more of the voting stock of the surviving  entity.
Consequently,  there is a substantial  possibility  that the shareholders of the
Company  immediately  prior to the transaction would retain less than 50% of the
issued and outstanding shares of the surviving entity. Therefore,  regardless of
the form of the business  acquisition,  it may be anticipated that  stockholders
immediately prior to the transaction will experience a significant  reduction in
their percentage of ownership in the Company.

Notwithstanding the fact that the Company is technically the acquiring entity in
the foregoing circumstances, generally accepted accounting principles will
ordinarily require that such transaction be accounted for as if the Company had
been acquired by the other entity owning the business and, therefore, will not
permit a write-up in the carrying value of the assets of the other company.

The manner in which the Company participates in a business will depend on the
nature of the business, the respective needs and desires of the Company and
other parties, the management of the business, and the relative negotiating
strength of the Company and such other management.

The Company will participate in a business only after the negotiation and
execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require specific
representations and warranties by all of the parties thereto, will specify
certain events of default, will detail the terms of closing and the conditions
which must be satisfied by each of the parties prior to such closing, will
outline the manner of bearing costs if the transaction is not closed, will set
forth remedies on default, and will include miscellaneous other terms.

Operation of Business After Acquisition

The Company's operation following its acquisition of a business will be
dependent on the nature of the business and the interest acquired. The Company
is unable to predict whether the Company will be in control of the business or
whether present management will be in control of the Company following the
acquisition. It may be expected that the business will present various risks,
which cannot be predicted at the present time.

Governmental Regulation

It is impossible to predict the government regulation, if any, to which the
Company may be subject until it has acquired an interest in a business. The use
of assets and/or conduct of businesses that the Company may acquire could
subject it to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation. In selecting a business in
which to acquire an interest, management will endeavor to ascertain, to the
extent of the limited resources of the Company, the effects of such government
regulation on the prospective business of the Company. In certain circumstances,
however, such as the acquisition of an interest in a new or start-up business
activity, it may not be possible to predict with any degree of accuracy the
impact of government regulation. The inability to ascertain the effect of
government regulation on a prospective business activity will make the
acquisition of an interest in such business a higher risk.

Competition

The Company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no assurance that the Company will be successful in obtaining suitable
investments.

                                       6
<PAGE>

Employees

The Company is a development stage company and currently has no employees.
Executive officers, who are not compensated for their time contributed to the
Company, will devote only such time to the affairs of the Company as they deem
appropriate, which is estimated to be approximately 20 hours per month per
person. Management of the Company expects to use consultants, attorneys, and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating businesses. The need for
employees and their availability will be addressed in connection with a decision
whether or not to acquire or participate in a specific business industry.

                        ITEM 2. DESCRIPTION OF PROPERTIES

The Company utilizes office space at 1340 East 130 North, Springville, Utah
84663, provided by George Horton, an officer and director, without charge. The
costs associated with the use of the telephone and mailing address are deemed by
the Company to be immaterial, as the telephone and mailing address are used
almost entirely the Company's officer for other business purposes. Mr. Horton is
under no legal obligation to provide rent free office space.

                            ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings, and to the best of its
knowledge, no such proceedings by or against the Company have been threatened.

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

No matter was submitted to a vote of security holders in the fourth quarter of
fiscal year 2002.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

In September 2001, the Company's common stock was included in the NASD's
Bulletin Board system under the symbol "FTEI". Although quotations for the
Company's common stock appear on the OTC Bulletin Board, there is no established
trading market for the common stock. Since September 2001, transactions in the
common stock can only be described as sporadic. Consequently, the Company is of
the opinion that any published prices cannot be attributed to a liquid and
active trading market and, therefore, is not indicative of any meaningful market
value.

The following table sets forth for the respective periods indicated the prices
of the Company's Common Stock in the over-the-counter market, as reported and
summarized by the OTC Bulletin Board. Such prices are based on inter-dealer bid
and asked prices, without markup, markdown, commissions, or adjustments and may
not represent actual transactions.

Calendar Quarter Ended             High Bid ($)               Low Bid ($)

September 30, 2001                     None                        None
December 31, 2001                     $0.10                       $0.01
March 31, 2002                        $0.10                       $0.10

                                       7
<PAGE>

Since its inception, no dividends have been paid on the Company's common stock.
The Company intends to retain any earnings for use in its business activities,
so it is not expected that any dividends on the common stock will be declared
and paid in the foreseeable future.

On March 31, 2002, there were approximately 493 holders of record of the
Company's Common Stock.

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

Results of Operations

Years Ended March 31, 2002 and 2001

The Company had no operations or revenue during the last two fiscal years.

The Company had general and administrative expenses of $6,159 for the year ended
March 31, 2002, as compared to $11,003 for the year ended March 31, 2001. These
expenses are attributable to the administrative, legal, professional, accounting
and auditing costs associated with the filing requirements of a public reporting
company.

Due to the foregoing, the Company realized a net loss of $6,159 for the year
ended March 31, 2002, as compared to a net loss of $11,003 for the year ended
March 31, 2001. The Company does not expect to generate any meaningful revenue
or incur operating expenses, except for administrative, legal, professional,
accounting and auditing costs associated with the filing requirements of a
public reporting company, unless and until it acquires an interest in an
operating company.

Liquidity and Capital Resources

During the fiscal years ended March 31, 2002 and 2001, Lynn Dixon, a majority
shareholder of the Company, advanced $5,950 and $6,300, respectively, to the
Company. No interest is being accrued on these advances. At March 31, 2002, the
Company had $93 in cash, $950 in accounts payable and $12,250 in accounts
payable to a related party giving the Company a working capital deficit of
$13,107.

The Company does not have sufficient cash to meet its operational needs for the
next twelve months. Management will attempt to raise additional capital through
loans from related parties, debt financing, equity financing or a combination of
financing options. Currently, there are no understandings, commitments or
agreements for such an infusion of capital and there be no assurances to that
effect. Unless the Company can obtain additional financing, its ability to
continue as a going concern after the next twelve-month period is doubtful. The
Company's need for capital may change dramatically if and during that period, it
acquires an interest in a business opportunity.

The Company's current operating plan is to (i) handle the administrative and
reporting requirements of a public company, and (ii) search for potential
businesses, products, technologies and companies for acquisition. At present,
the Company has no understandings, commitments or agreements with respect to the
acquisition of any business venture, and there can be no assurance that the
Company will identify a business venture suitable for acquisition in the future.
Further, there can be no assurance that the Company would be successful in
consummating any acquisition on favorable terms or that it will be able to
profitably manage any business venture it acquires.

                                       8
<PAGE>

                          ITEM 7. FINANCIAL STATEMENTS

The financial statements of the Company appear at the end of this report
beginning with the Index to Financial Statements on page 14.

                  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

Directors and Officers

The following table sets forth the names, ages, and positions with the Company
for each of the directors and officers of the Company.

Name                       Age  Positions                            Since

Pam Jowett                 48   President and Director           December 1999

Paul W. Nielsen            80   Vice President and Director       March 1999

George P. Horton           68   Secretary/ Treasurer and         February 1999
                                Director

All directors hold office until the next annual meeting of stockholders and
until their successors are elected and qualify. Officers serve at the discretion
of the Board of Directors.

The following is information on the business experience of each director and
officer.

Pamela L. Jowett.  Ms Jowett has been  self-employed for over the past five
years as a nail  technician.  Ms.  Jowett is an officer or  director of Prestige
Capital  Corporation and First Growth Investors,  Inc., which are also reporting
companies.

Paul W. Nielsen. Mr. Nielsen has been retired since 1984. Mr. Nielson is an
officer and director of the Prestige  Capital  Corporation,  a reporting  public
"shell" companies

George R. Horton.  Mr. Horton  received a degree in animal  husbandry  from
Brigham Young  University in 1955, and a degree in secondary  education from the
University of Utah in 1959.  Since 1992, Mr. Horton has been the chief executive
officer of Sonos Management Corporation, a private holding and investment Nevada
corporation.  He has served as an  officer  and  director  of  Prestige  Capital
Corporation  since 1989, which is a reporting public "shell" company.  He served
as an officer and director of Ventures-United,  Inc., from 1999 to January 2002,
which is also a reporting public "shell" company.

                                       9

<PAGE>


Other Shell Company Activities

The possibility exists that one or more of the officers and directors of the
Company could become officers and/or directors of other shell companies in the
future, although they have no intention of doing so at the present time. Certain
conflicts of interest are inherent in the participation of the Company's
officers and directors as management in other shell companies, which may be
difficult, if not impossible, to resolve in all cases in the best interests of
the Company. Failure by management to conduct the Company's business in its best
interests may result in liability of management of the Company to the
shareholders.

                         ITEM 10. EXECUTIVE COMPENSATION

The Company has no agreement or understanding, express or implied, with any
officer, director, or principal stockholder, or their affiliates or associates,
regarding employment with the Company or compensation for services. There is no
understanding between the Company and any of its present stockholders regarding
the sale of a portion or all of the common stock currently held by them in
connection with any future participation by the Company in a business. There are
no other plans, understandings, or arrangements whereby any of the Company's
officers, directors, or principal stockholders, or any of their affiliates or
associates, would receive funds, stock, or other assets in connection with the
Company's participation in a business. No advances have been made or
contemplated by the Company to any of its officers, directors, or principal
stockholders, or any of their affiliates or associates.

There is no policy that prevents management from adopting a plan or agreement in
the future that would provide for cash or stock based compensation for services
rendered to the Company.

On acquisition of a business, it is possible that current management will resign
and be replaced by persons associated with the business acquired, particularly
if the Company participates in a business by effecting a stock exchange, merger,
or consolidation. In the event that any member of current management remains
after effecting a business acquisition, that member's time commitment and
compensation will likely be adjusted based on the nature and location of such
business and the services required, which cannot now be foreseen.

                     ITEM 11. SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 31, 2002, the number and percentage
of the 3,591,082 shares of outstanding common stock which, according to the
information supplied to the Company, were beneficially owned by (i) each person
who is currently a director of the Company, (ii) each executive officer, (iii)
all current directors and executive officers of the Company as a group and (iv)
each person who, to the knowledge of the Company, is the beneficial owner of
more than 5% of the outstanding common stock. Except as otherwise indicated, the
persons named in the table have sole voting and dispositive power with respect
to all shares beneficially owned, subject to community property laws where
applicable.

Principal Shareholders            Common Shares            Percent of Class

Lynn Dixon                          1,974,750                   54.99
311 S. State Street, Suite 460
Salt Lake City, UT 84111

                                       10
<PAGE>

Scott Bills                          300,000                     8.35
1476 East 3045 South
Salt Lake City, UT 84106

Paul McAlister                       300,000                     8.35
485 West 40 South
Lindon, UT 84042

Clair Olsen                          300,000                     8.35
768 Gull Avenue
Foster City, CA 94404

Officers and Directors

Pam Jowett                             -0-                       -0-
2508 South 1300 East
Salt Lake City, 84106

Paul W. Nielsen                        -0-                       -0-
11188 South Woodfield Road
South Jordan, Utah 84095

George P. Horton                       -0-                       -0-
1340 East 130 North
Springville, Utah 84663

All officers and directors             -0-                       -0-
as a group:  (3 persons)

                  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal years ended March 31, 2002 and 2001, Lynn Dixon, a majority
shareholder of the Company, advanced $5,950 and $6,300, respectively, to the
Company. No interest is being accrued on these advances. As a result, the
Company carries an account payable to a related party, which bears no interest,
in the amount of $12,250.

During the fiscal year ended March 21, 2002 and 2001, the Company utilized
office space at 1340 East 130 North, Springville, Utah 84663, which was provided
by George Horton, an officer and director. The Company does not pay rent for
this office space.


                                       11
<PAGE>


                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Copies of the following documents are included as exhibits pursuant to Item 601
of Regulation S-B.

Exhibits

   SEC Ref. No.               Title of Document                   Location
   ------------               -----------------                   --------
        2                     Articles of Merger                    (1)
       3.1                Articles of Incorporation                 (1)
       3.2                         By-Laws                          (1)

   (1) Filed on Form  10-KSB for the fiscal year ended March 31, 1999 with the
       SEC on January 27, 2000 and incorporated herein by this reference.

FORM 8-K FILINGS

No reports on Form 8-K were filed in the last fiscal year of 2002.


                                       12
<PAGE>


                                   SIGNATURES

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

                                    FASHION TECH INTERNATIONAL, INC.


Date:  June 25, 2002                  By:   /s/ Pam Jowett
                                            President


Date:  June 25, 2002                  By:   /s/ George R. Horton
                                            Secretary and Treasurer

      In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Dated:  June 25, 2002                 By:   /s/ Pam Jowett
                                            Director


Dated:  June __, 2002                 By:   ________________________
                                            Paul W. Nielsen
                                            Director


Dated:  June 25, 2002                 By:   /s/ George R. Horton
                                            Director


                                       13
<PAGE>


                        FASHION TECH INTERNATIONAL, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                 March 31, 2002




                                    I N D E X



Independent Auditors' Report......................................... 15

Balance Sheet........................................................ 16

Statements of Operations............................................. 17

Statements of Stockholders' Equity (Deficit)......................... 18

Statements of Cash Flows............................................. 19

Notes to the Financial Statements.................................... 20


                                       14
<PAGE>





                          INDEPENDENT AUDITORS' REPORT


Board of Directors
FASHION TECH INTERNATIONAL, INC
Salt Lake City, Utah

We have audited the accompanying balance sheet of Fashion Tech International,
Inc [a development stage company] at March 31, 2002, and the related statements
of operations, stockholders' equity (deficit) and cash flows for the years ended
March 31, 2002 and 2001. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of Fashion
Tech International, Inc. as of March 31, 1999 and for the periods then ended
were audited by other auditors whose report dated May 28, 1999 expressed an
unqualified opinion on those financial statements and included an explanatory
paragraph expressing concern about the Company's ability to continue as a going
concern. The other auditors' report has been furnished to us, and our opinion,
insofar as it relates to the amounts included for such prior periods, is based
solely on the report of the other auditors.

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

In our opinion, based on our audit and the report of the other auditors, the
financial statements audited by us present fairly, in all material respects, the
financial position of Fashion Tech International, Inc as of March 31, 2002, and
the results of its operations and its cash flows for the years ended March 31,
2002 and 2001, in conformity with generally accepted accounting principles in
the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements, the Company has incurred losses since inception and has no on-going
operations. Further, the Company has current liabilities in excess of current
assets. These factors raise substantial doubt about the ability of the Company
to continue as a going concern. Management's plans in regards to these matters
are also described in Note 5. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.



PRITCHETT, SILER & HARDY, P.C.

May 8, 2002
Salt Lake City, Utah



                                       15
<PAGE>


                         FASHION TECH INTERNATIONAL, INC
                          [A Development Stage Company]

                                  BALANCE SHEET


                                     ASSETS


                                                                      March 31,
                                                                        2002
                                                                     -----------
CURRENT ASSETS:
   Cash in bank                                                     $         93
                                                                     -----------
          Total Current Assets                                                93
                                                                     -----------

                                                                    $         93
                                                                    ------------


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
   Accounts payable                                                 $        950
   Advances - related party                                               12,250
                                                                     -----------
          Total Current Liabilities                                       13,200
                                                                     -----------

STOCKHOLDERS' EQUITY (DEFICIT):
 Preferred stock, $.001 par value,
     5,000,000 shares authorized,
     no shares issued and
     outstanding                                                               -
 Common stock, $.001 par value,
     120,000,000 shares authorized,
     3,591,082 shares issued and
     outstanding                                                           3,591
   Capital in excess of par value                                        550,448
   Retained deficit                                                    (413,549)
   Deficit accumulated during the
     development stage                                                 (153,597)
                                                                     -----------
          Total Stockholders' Equity (Deficit)                          (13,107)
                                                                     -----------
                                                                    $         93
                                                                    ------------




      The accompanying notes are an integral part of this financial statement.

                                       16
<PAGE>


                         FASHION TECH INTERNATIONAL, INC
                          [A Development Stage Company]

                            STATEMENTS OF OPERATIONS



                                                                    From the
                                                              Re-entering of the
                                              For the              Development
                                            Years Ended        Stage on April 1,
                                             March 31,            1985 Through
                                      ______________________        March 31,
                                         2002        2001             2002
                                      ----------  ----------  ------------------
                                                                   (Unaudited)

REVENUE                                 $      -    $      -      $            -

COST OF SALES                                  -           -                   -
                                        --------    --------      --------------
GROSS PROFIT                                   -           -                   -

EXPENSES:
   General and administrative              6,159      11,003             155,107
                                        --------    --------      --------------
LOSS FROM OPERATIONS BEFORE
  OTHER INCOME (EXPENSE)                  (6,159)    (11,003)          (155,107)
                                        --------    --------      --------------
OTHER INCOME (EXPENSE):
   Interest expense                            -           -               (434)
   Gain on disposal of assets                  -           -               1,944
                                        --------    --------      --------------
TOTAL OTHER INCOME (EXPENSE)                   -           -               1,510
                                        --------    --------      --------------
LOSS BEFORE INCOME TAXES                  (6,159)    (11,003)          (153,597)

CURRENT TAX EXPENSE                            -           -                   -

DEFERRED TAX EXPENSE                           -           -                   -
                                        --------    --------      --------------

NET LOSS                                $ (6,159)   $(11,003)     $    (153,597)
                                        --------    --------      --------------

LOSS PER COMMON SHARE                   $   (.00)   $   (.00)     $        (.15)
                                        --------    --------      --------------








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

                                       17
<PAGE>


                         FASHION TECH INTERNATIONAL, INC
                          [A Development Stage Company]

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

          FROM THE DATE OF THE RE-ENTERING OF THE DEVELOPMENT STAGE ON

                      APRIL 1, 1985 THROUGH MARCH 31, 2002

<TABLE>
<S>                                   <C>          <C>        <C>         <C>        <C>
                                                                                       Deficit
                                                                                     Accumulated
                                          Common Stock        Capital in              During the
                                      _____________________   Excess of   Retained   Development
                                      Shares       Amount     Par Value   Deficit       Stage
                                      ----------------------------------------------------------
BALANCE, April 1, 1985                183,063      $  183     $ 327,382   $(413,549) $        -

Issuance of 108,000 shares of common
  stock for cash at $.50 per share,
  November 1985                       108,000         108        53,892           -           -

Return and cancellation of 20,000
  shares of common stock, November
  1985                                (20,000)        (20)       (9,998)          -           -

Issuance of 80 shares of common
  stock for cash at $.50 per share,
  November 1985                            80           -            40           -           -

Issuance of 80,000 shares of common
  stock for assets at $.50 per share,
  March 1986                           80,000          80        39,920           -           -

Issuance of 20,000 shares of common
  stock for services at $.50 per
  share, June 1986                     20,000          20         9,998           -           -

Issuance of 220,000 shares of common
  stock for cash at $.50 per share,
  October 1986                        220,000         220       109,780           -           -

Net loss from the re-entering of the
  development stage on April 1, 1985
  through March 31, 1998                    -           -             -           -    (118,056)
                                      ----------------------------------------------------------
BALANCE, March 31, 1998               591,143         591       531,014    (413,549)   (118,056)

Net loss for the year ended
  March 31, 1999                            -           -             -           -      (8,666)
                                      ----------------------------------------------------------
BALANCE, March 31, 1999               591,143         591       531,014    (413,549)   (126,722)

Fractional share adjustment               (61)          -             -           -           -

Issuance of 3,000,000 shares of
  common stock to retire note
  payable and accrued interest at
  $.001 per share, June 1999        3,000,000       3,000        19,434           -           -

Net loss for the year ended March
  31, 2000                                  -           -             -           -      (9,713)
                                    ------------------------------------------------------------
BALANCE, March 31, 2000             3,591,082       3,591       550,448    (413,549)    (136,435)

Net loss for the year ended March
  31, 2001                                  -           -             -           -      (11,003)
                                    -------------------------------------------------------------
BALANCE, March 31, 2001             3,591,082       3,591       550,448    (413,549)    (147,438)

Net loss for the year ended March
  31, 2002                                  -           -             -           -       (6,159)
                                    -------------------------------------------------------------
BALANCE, March 31, 2002             3,591,082       3,591       550,448    (413,549)    (153,597)
                                    -------------------------------------------------------------

</TABLE>


      The accompanying notes are an integral part of this financial statement.

                                       18
<PAGE>


                         FASHION TECH INTERNATIONAL, INC
                          [A Development Stage Company]

                            STATEMENTS OF CASH FLOWS


                                                                   From the
                                                              Re-entering of the
                                             For the              Development
                                           Years Ended        Stage on April 1,
                                             March 31,           1985 Through
                                       _____________________       March 31,
                                          2002       2001            2002
                                        --------  ----------   -----------------
                                                                  (Unaudited)
Cash Flows From Operating Activities:
   Net loss                             $(6,159)  $ (11,003)   $       (153,597)
   Adjustments to reconcile net loss to
     net cash used by operating
       activities:
     Non-cash expenses                         -           -              50,000
     Changes in assets and liabilities:
      Increase (decrease) in accounts
        payable                              254         533               (994)
      Increase in accrued interest             -           -                 434
                                        --------  ----------   -----------------
        Net Cash (Used) by Operating
          Activities                     (5,905)    (10,470)           (104,157)
                                        --------  ----------   -----------------

Cash Flows From Investing Activities           -           -                   -

        Net Cash (Used) by Investing
          Activities                           -           -                   -
                                        --------  ----------   -----------------

Cash Flows From Financing Activities:
   Proceeds from common stock issuance         -           -              70,000
   Proceeds from notes payable                 -           -              22,000
   Advances from related party             5,950       6,300              12,250
                                        --------  ----------   -----------------
        Net Cash Provided by Financing
          Activities                       5,950       6,300             104,250
                                        --------  ----------   -----------------

Net Increase (Decrease) in Cash               45     (4,170)                  93

Cash at Beginning of Period                   48       4,218                   -
                                        --------  ----------   -----------------

Cash at End of Period                   $     93  $       48   $              93
                                        --------  ----------   -----------------

Supplemental Disclosures of Cash Flow
  Information:
   Cash paid during the period for:
     Interest                           $      -  $        -   $               -
     Income taxes                       $      -  $        -   $               -

Supplemental Schedule of Noncash Investing and Financing Activities:
   For the year ended March 31, 2002:
      None

   For the year ended March 31, 2001:
      None






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

                                       19
<PAGE>


                         FASHION TECH INTERNATIONAL, INC
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization  -  Fashion  Tech  International,   Inc  ("the  Company")  was
     organized  under the laws of the State of Utah on April 22,  1983 under the
     name  Portofino  Investment,  Inc.  The name of the  Company was changed to
     Fashion  Tech  International,  Inc on January 31, 1984.  During  1999,  the
     Company changed its domicile to the State of Nevada.  The Company currently
     has no  on-going  operations  and is  considered  to  have  re-entered  the
     development stage as defined in Statement of Financial Accounting Standards
     No.  7 on  April  1,  1985.  The  Company  is  currently  seeking  business
     opportunities or potential business acquisitions.

     Loss Per Share - The computation of loss per share is based on the weighted
     average  number of shares  outstanding  during  the  period  presented,  in
     accordance  with  Statement  of  Financial  Accounting  Standards  No. 128,
     "Earnings Per Share" [See Note 6].

     Cash and Cash  Equivalents  - For purposes of the  statement of cash flows,
     the Company  considers all highly liquid debt investments  purchased with a
     maturity of three months or less to be cash equivalents.

     Recently Enacted Accounting  Standards - Statement of Financial  Accounting
     Standards  ("SFAS")  No.  141,  "Business  Combinations",   SFAS  No.  142,
     "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset
     Retirement  Obligations",  and SFAS No. 144, "Accounting for the Impairment
     or Disposal of Long-Lived Assets", were recently issued. SFAS No. 141, 142,
     143 and 144 have no current applicability to the Company or their effect on
     the financial statements would not have been significant.

     Accounting   Estimates  -  The  preparation  of  financial   statements  in
     conformity  with  generally  accepted  accounting  principles in the United
     States of America  requires  management to make  estimates and  assumptions
     that affect the reported amounts of assets and liabilities, the disclosures
     of  contingent  assets  and  liabilities  at  the  date  of  the  financial
     statements  and the reported  amount of revenues  and  expenses  during the
     reported period. Actual results could differ from those estimated.

     Restatement - The financial  statements  for all periods have been restated
     to reflect a 100 for 1 reverse stock split which was effected  during April
     1999.

     Reclassification - The financial  statements for periods prior to March 31,
     2002 have been reclassified to conform to the headings and  classifications
     used in the March 31, 2002 financial statements.

NOTE 2 - CAPITAL STOCK

     On April 28,  1999,  the  company  amended its  Articles  of  Incorporation
     changing the par value from $.005 to $0.001.  The company  also  authorized
     5,000,000 shares of preferred stock with a par value of $.001.

                                       20
<PAGE>


                         FASHION TECH INTERNATIONAL, INC
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CAPITAL STOCK [Continued]

    On April 28, 1999, the Company authorized a 1 for 100 reverse stock split
    thus reducing the number of shares outstanding at that time to 591,082. The
    financial statements for all periods have been restated to reflect the stock
    split.

   On June 7, 1999, the Company issued 3,000,000 shares of common stock for the
   conversion of a $22,000 note payable and $434 of accrued interest.

NOTE 3 - INCOME TAXES

   The Company accounts for income taxes in accordance with Statement of
   Financial Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
   No. 109 requires the Company to provide a net deferred tax asset/liability
   equal to the expected future tax benefit/expense of temporary reporting
   differences between book and tax accounting methods and any available
   operating loss or tax credit carryforwards. At March 31, 2002, the Company
   has available unused operating loss carryforwards of approximately $22,200,
   which may be applied against future taxable income and which expire in
   various years through 2022.

   The amount of and ultimate realization of the benefits from the operating
   loss carryforwards for income tax purposes is dependent, in part, upon the
   tax laws in effect, the future earnings of the Company, and other future
   events, the effects of which cannot be determined. Because of the uncertainty
   surrounding the realization of the loss carryforwards, the Company has
   established a valuation allowance equal to the tax effect of the loss
   carryforwards and, therefore, no deferred tax asset has been recognized for
   the loss carryforwards. The net deferred tax assets are approximately $7,500
   and $5,400 as of March 31, 2002 and 2001, respectively, with an offsetting
   valuation allowance of the same amount resulting in a change in the valuation
   allowance of approximately $2,100 during the year ended March 31, 2002.

NOTE 4 - RELATED PARTY TRANSACTIONS

   Advances From Related Party - During the years ended March 31, 2002 and 2001,
   respectively, a shareholder of the Company advanced $5,950 and $6,300 to the
   Company. No interest is being accrued on these advances. At March 31, 2002,
   the total amount owing the shareholder for advances is $12,250.

   Management Compensation - During the years ended March 31, 2002 and 2001, the
   Company did not pay any compensation to any officer/director of the Company.

   Office Space - The Company has not had a need to rent office space. An
   officer of the Company is allowing the Company to use his home as a mailing
   address, as needed, at no expense to the Company.


                                       21
<PAGE>


                         FASHION TECH INTERNATIONAL, INC
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - GOING CONCERN

   The accompanying financial statements have been prepared in conformity with
   generally accepted accounting principles in the United States of America,
   which contemplate continuation of the Company as a going concern. However,
   the Company, has incurred losses since its inception and has no on-going
   operations. Further, the Company has current liabilities in excess of current
   assets. These factors raise substantial doubt about the ability of the
   Company to continue as a going concern. In this regard, management is seeking
   potential business opportunities and is proposing to raise any necessary
   additional funds not provided by operations through loans and/or through
   additional sales of its common stock. There is no assurance that the Company
   will be successful in raising additional capital or achieving profitable
   operations. The financial statements do not include any adjustments that
   might result from the outcome of these uncertainties.

NOTE 6 - LOSS PER SHARE

   The following data show the amounts used in computing loss per share and the
   effect of dilutive potential common stock for the periods presented:

                                                                   From the
                                                              Re-entering of the
                                                For the           Development
                                              Years Ended      Stage on April 1,
                                               March 31,          1985 Through
                                        _____________________    March 31, 2002
                                           2002        2001
                                        ----------  ---------   ----------------
      Loss from continuing operations
        available to common stockholders
        (numerator)                     $  (6,159)  $ (11,003)    $    (153,597)
                                        ----------  ---------   ----------------
      Weighted average number of
        common shares outstanding
        used in loss per share
        (denominator)                    3,591,082  3,591,082          1,059,190
                                        ----------  ---------   ----------------

   Dilutive loss per share was not presented, as the Company had no common
   equivalent shares for all periods presented that would effect the computation
   of diluted loss per share.



                                       22