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

**FORM 10-QSB**



(Mark One)

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

For the quarterly period ended **September 30, 2002**

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

For the transition period from [ ] to [ ]

Commission file number **000-27189**

**Rolltech, Inc.**(Exact name of small business issuer as specified in its charter)

|**Nevada**                                                     | **98-0230423**                      
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

**35 - 148th Ave SE, Suite # 9, Bellevue,
  WA 98007**
  (Address of principal executive offices)

**206.353.8528**
  (Issuer's telephone number)

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

**APPLICABLE ONLY TO ISSUERS INVOLVED IN
  BANKRUPTCY** **PROCEEDINGS DURING THE PRECEDING FIVE YEARS**

Check whether the registrant filed all documents and reports
  required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
  distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

**APPLICABLE ONLY TO CORPORATE ISSUERS**

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest p racticable date:

**5,868,500 common shares outstanding as of September 30,
  2002**

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

---

**Part I- FINANCIAL INFORMATION**

**Item 1. Financial Statements.**

Our financial statements are stated in United States Dollars
  (US$) and are prepared in accordance with United States Generally Accepted Accounting
  Principles.

DISCLOSURE

To: The Shareholders of Rolltech, Inc.

It is the opinion of management that the consolidated
  interim financial statements for the quarter ended September 30, 2002 include
  all adjustments necessary in order to ensure that the consolidated financial
  statements are not misleading.

Vancouver, British Columbia 
  Date: September 30, 2002

/s/ Dr. Michael Scheglov_____________________________
  Dr. Michael Scheglov 
  President and Director of Rolltech, Inc.

---



| | **ROLLTECH, INC.**                                                               
| | ---------------------------------------------------------------------------------
| | (A development stage enterprise)                                                 
| |                                                                                  
| | Consolidated Financial Statements                                                
| | (Expressed in US Dollars)                                                        
| |                                                                                  
| | September 30, 2002                                                               
| | (Unaudited)                                                                      
| |                                                                                  
| |                                                                                  
| |                                                                                  
| | Index                                                                            
| |                                                                                  
| | Consolidated Balance Sheets                                                      
| |                                                                                  
| | Consolidated Statement of Changes in Stockholders Equity
      (Capital Deficit)
| |                                                                                  
| | Consolidated Statements of Operations                                            
| |                                                                                  
| | Consolidated Statements of Cash Flows                                            
| |                                                                                  
| | Notes to Consolidated Financial Statements                                       

---

|**ROLLTECH, INC.**                                                               |              |          |             |   |          |  
|-------------------------------------------------------------------------------- | ------------ | -------- | ----------- | - | -------- | -
|(A development stage enterprise)                                                 |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|Consolidated Balance Sheets                                                      |              |          |             |   |          |  
|**(Expressed in US Dollars)**                                                    |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|                                                                                 | September 30 |          | December 31 |  
|                                                                                 | 2002         |          | 2001        |  
|                                                                                 |              |          |             |   |          |  
|                                                                                 | (Unaudited)  |          |             |   |         
|**ASSETS**                                                                       |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|**Current**                                                                      |              |          |             |   |          |  
|Cash                                                                             | $            | 27       |             | $ | 12,991   |  
|Prepaid expenses and deposits                                                    |              | -        |             |   | 945      |  
|                                                                                 |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|**Total current assets**                                                         |              | 27       |             |   | 13,936   |  
|                                                                                 |              |          |             |   |          |  
|**Property and equipment**                                                       |              | 3,744    |             |   | 4,507    |  
|                                                                                 |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|**Total assets**                                                                 | $            | 3,771    |             | $ | 18,443   |  
|                                                                                 |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|**LIABILITIES AND STOCKHOLDERS EQUITY (CAPITAL
      DEFICIT)**                 |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|**LIABILITIES**                                                                  |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|**Current**                                                                      |              |          |             |   |          |  
|Accounts payable and accrued liabilities
      (Note 4)                          | $            | 92,865   |             | $ | 13,035   |  
|Due to related parties (Note 4)                                                  |              | 100,000  |             |   | -        |  
|                                                                                 |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|**Total current liabilities**                                                    |              | 192,865  |             |   | 13,035   |  
|                                                                                 |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|**STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)**                                       |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|**Share capital** (Note 2)                                                       |              |          |             |   |          |  
|Authorized:                                                                      |              |          |             |   |          |  
|75,000,000
      common shares with a par value of $0.001 per share              |              |          |             |   |          |  
|Issued and outstanding                                                           |              |          |             |   |          |  
|5,868,500
      (2001  5,868,500) common shares                                 |              | 5,869    |             |   | 5,869    |  
|                                                                                 |              |          |             |   |          |  
|**Additional paid-in capital**                                                   |              | 442,187  |             |   | 161,437  |  
|                                                                                 |              |          |             |   |          |  
|**Deficit accumulated during the development stage**                             |              | (637,150 | )           |   | (161,898 | )
|                                                                                 |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|**Total stockholders' equity (capital deficit)**                                 |              | (189,094 | )           |   | 5,408    |  
|                                                                                 |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|**Total liabilities and stockholders' equity (capital
      deficit)**           | $            | 3,771    |             | $ | 18,443   |  
|                                                                                 |              |          |             |   |          |  
|                                                                                 |              |          |             |   |          |  
|The accompanying notes are an integral part of these financial
      statements. |              |          |             |   |          |  

---

**ROLLTECH, INC.**(A development stage enterprise)

Consolidated Statement of Changes in Stockholders' Equity (Capital
  Deficit)
  (Unaudited) **(Expressed in US Dollars)**

|                                                                                 |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|-------------------------------------------------------------------------------- | ------------- | - | ----- | ---------- | - | ----- | ----------- | - | ----- | ------------ | ----- | ----- | ------------ | -----
|                                                                                 |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|                                                                                 |               |   |       |            |   |       |             |   |       |              |       |       | Total        |      
|                                                                                 |               |   |       |            |   |       |             |   |       | Deficit      |       |       | Stock-       |      
|                                                                                 |               |   |       |            |   |       |             |   |       | accumulated  |       |       | holders'     |      
|                                                                                 | Common stock  |   |       | Additional |   |       | during the  |   |       | equity       |      
|                                                                                 |               |   |       |            |   |       | paid-in     |   |       | development  |       |       | (Capital     |      
|                                                                                 | Shares        |   |       | Amount     |   |       | capital     |   |       | stage        |       |       | Deficit)     |      
|                                                                                 |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|                                                                                 |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|Shares issued for cash on inception                                              | 4,000,000     |   | $     | 4,000      |   | $     | 11,000      |   |       | -            |       | $     | 15,000       |      
|Shares issued for cash in July 2000, net of share                                |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|issuance cost
      of $36,500                                                   | 1,527,500     |   |       | 1,528      |   |       | 114,722     |   |       | -            |       |       | 116,250      |      
|Imputed interest on loan and amount due to related parties                       | -             |   |       | -          |   |       | 1,218       |   |       |              |       |       | 1,218        |      
|Net loss and comprehensive loss for the period                                   | -             |   |       | -          |   |       | -           |   |       | (56,232      | )     |       | (56,232      | )    
|                                                                                 |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|                                                                                 |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|**Balance**, December 31, 2000                                                   | 5,527,500     |   |       | 5,528      |   |       | 126,940     |   |       | (56,232      | )     |       | 76,236       |      
|Shares issued for services at $0.001 per share in:                               |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|- April 2001                                                                     | 141,000       |   |       | 141        |   |       | 13,959      |   |       | -            |       |       | 14,100       |      
|- November 2001                                                                  | 200,000       |   |       | 200        |   |       | 19,800      |   |       | -            |       |       | 20,000       |      
|Imputed interest on amount due to related parties                                | -             |   |       | -          |   |       | 738         |   |       | -            |       |       | 738          |      
|Net loss and comprehensive loss for the period                                   | -             |   |       | -          |   |       | -           |   |       | (105,666     | )     |       | (105,666     | )    
|                                                                                 |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|                                                                                 |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|**Balance**, December 31, 2001                                                   | 5,868,500     |   |       | 5,869      |   |       | 161,437     |   |       | (161,898     | )     |       | 5,408        |      
|Shares issued for a license at $0.11 per share in                                |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|April 2002 (Note 2)                                                              | 1,000,000     |   |       | 1,000      |   |       | 109,000     |   |       | -            |       |       | 110,000      |      
|Shares cancelled in connection with termination and return
      of              |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|license in July 2002 (Note 2)                                                    | (1,000,000    | ) |       | (1,000     | ) |       | (109,000    | ) |       | -            |       |       | (110,000     | )    
|Stock option compensation (Note 6)                                               | -             |   |       | -          |   |       | 280,750     |   |       | -            |       |       | 280,750      |      
|Net loss and comprehensive loss for the period                                   | -             |   |       | -          |   |       | -           |   |       | (475,252     | )     |       | (475,252     | )    
|                                                                                 |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|                                                                                 |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|**Balance**, September 30, 2002                                                  | **5,868,500** |   | **$** | **5,869**  |   | **$** | **442,187** |   | **$** | **(637,150** | **)** | **$** | **(189,094** | **)**
|                                                                                 |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|                                                                                 |               |   |       |            |   |       |             |   |       |              |       |       |              |      
|The accompanying notes are an integral part of
      these financial statements. |               |   |       |            |   |       |             |   |       |             

---

**ROLLTECH, INC.**(A development stage enterprise)

Consolidated Statements of Operations 
  (Unaudited) **(Expressed in US Dollars)**

|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|-------------------------------------------------------------------------------- | - | -------------- | - | - | ------------- | - | - | ------------- | - | - | ------------- | - | - | ------------- | -
|                                                                                 |   | Cumulative     |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                                                                 |   | From           |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                                                                 |   | January 25     |   |   | Three         |   |   | Three         |   |   | Nine          |   |   | Nine          |  
|                                                                                 |   | 2000           |   |   | Months        |   |   | Months        |   |   | Months        |   |   | Months        |  
|                                                                                 |   | (inception) to |   |   | Ended         |   |   | Ended         |   |   | Ended         |   |   | Ended         |  
|                                                                                 |   | September 30   |   |   | September 30  |   |   | September 30  |   |   | September 30  |   |   | September 30  |  
|                                                                                 |   | 2002           |   |   | 2002          |   |   | 2001          |   |   | 2002          |   |   | 2001          |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|**Expenses**                                                                     |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|Depreciation                                                                     | $ | 1,803          |   | $ | 255           |   | $ | 89            |   | $ | 763           |   | $ | 257           |  
|Equipment rental - related parties                                               |   | 8,650          |   |   | -             |   |   | 1,800         |   |   | -             |   |   | 4,270         |  
|Compensation (Notes 3 and 6)                                                     |   | 328,650        |   |   | 71,375        |   |   | 12,000        |   |   | 260,650       |   |   | 38,000        |  
|Office and miscellaneous                                                         |   | 19,054         |   |   | 1,477         |   |   | 4,326         |   |   | 5,120         |   |   | 10,542        |  
|Professional fees                                                                |   | 96,457         |   |   | 5,237         |   |   | 1,500         |   |   | 67,589        |   |   | 6,085         |  
|Rent                                                                             |   | 19,636         |   |   | -             |   |   | 2,804         |   |   | 5,506         |   |   | 8,051         |  
|Transfer, filing and listing fees                                                |   | 9,129          |   |   | 680           |   |   | 187           |   |   | 2,024         |   |   | 7,140         |  
|Travel and promotion                                                             |   | 24,073         |   |   | 1,569         |   |   | 297           |   |   | 1,569         |   |   | 5,820         |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                                                                 |   | (507,452       | ) |   | (80,593       | ) |   | (23,003       | ) |   | (343,221      | ) |   | (80,165       | )
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|**Other income (expense)**                                                       |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|Interest income                                                                  |   | 4,333          |   |   | -             |   |   | 222           |   |   | 44            |   |   | 1,524         |  
|Interest expense (Note 4)                                                        |   | (9,753         | ) |   | (4,352        | ) |   | -             |   |   | (7,797        | ) |   | (295          | )
|Foreign exchange loss                                                            |   | (190           | ) |   | (15           | ) |   | -             |   |   | (190          | ) |   | -             |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|**Net loss from continuing**                                                     |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|**operations**                                                                   |   | (513,062       | ) |   | (84,960       | ) |   | (22,781       | ) |   | (351,164      | ) |   | (78,936       | )
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|**Loss from discontinued operations**                                            |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|(Note 2)                                                                         |   | (124,088       | ) |   | (2,428        | ) |   | -             |   |   | (124,088      | ) |   | -             |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|**Net loss and comprehensive loss**                                              |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|**for the period**                                                               | $ | (637,150       | ) | $ | (87,388       | ) | $ | (22,781       | ) | $ | (475,252      | ) | $ | (78,936       | )
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|**Loss per share**                                                               |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|Basic and diluted                                                                |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|From continuing operations                                                       | $ | (0.11          | ) | $ | (0.01         | ) | $ | (0.01         | ) | $ | (0.06         | ) | $ | (0.01         | )
|Discontinued operations                                                          |   | (0.03          | ) |   | (0.00         | ) |   | -             |   |   | (0.02         | ) |   | -             |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|After discontinued operations                                                    | $ | (0.14          | ) | $ | (0.01         | ) | $ | (0.01         | ) | $ | (0.08         | ) | $ | (0.01         | )
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|Weighted average shares                                                          |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|Outstanding                                                                      |   | **4,451,435**  |   |   | **5,901,109** |   |   | **5,668,500** |   |   | **6,201,833** |   |   | **5,652,489** |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                                                                 |   |                |   |   |               |   |   |               |   |   |               |   |   |               |  
|The accompanying notes are an integral part of
      these financial statements. |   |                |   |   |               |   |   |               |   |  

---

**ROLLTECH, INC.**(A development stage enterprise)

Consolidated Statements of Cash Flows
  (Unaudited) **(Expressed in US Dollars)**

|                                                                                 |   |                |   |   |              |   |   |              |  
|-------------------------------------------------------------------------------- | - | -------------- | - | - | ------------ | - | - | ------------ | -
|                                                                                 |   | Cumulative     |   |   |              |   |   |              |  
|                                                                                 |   | from           |   |   |              |   |   |              |  
|                                                                                 |   | January 25     |   |   | Nine         |   |   | Nine         |  
|                                                                                 |   | 2000           |   |   | Months       |   |   | Months       |  
|                                                                                 |   | (inception) to |   |   | Ended        |   |   | Ended        |  
|                                                                                 |   | September 30   |   |   | September 30 |   |   | September 30 |  
|                                                                                 |   | 2002           |   |   | 2002         |   |   | 2001         |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|**Cash used in operating activities**                                            |   |                |   |   |              |   |   |              |  
|Net loss from continuing operations for
      the period                         | $ | (513,062       | ) | $ | (351,164     | ) | $ | (78,936      | )
|Adjustments to reconcile net loss to                                             |   |                |   |   |              |   |   |              |  
|Net
      cash used in operating activities:                                     |   |                |   |   |              |   |   |              |  
|- depreciation                                                                   |   | 1,803          |   |   | 763          |   |   | 257          |  
|- interest expense                                                               |   | 1,956          |   |   | -            |   |   | -            |  
|- shares issued for services                                                     |   | 34,100         |   |   | -            |   |   | 14,100       |  
|- stock option compensation                                                      |   | 224,650        |   |   | 224,650      |   |   | -            |  
|Changes in assets and liabilities:                                               |   |                |   |   |              |   |   |              |  
|- decrease (increase)
      in prepaid expenses and                              |   |                |   |   |              |   |   |              |  
|deposits                                                                         |   | -              |   |   | 945          |   |   | (4,637       | )
|- increase (decrease)
      in accounts payable and                              |   |                |   |   |              |   |   |              |  
|accrued
      liabilities                                                        |   | 92,865         |   |   | 79,830       |   |   | (3,400       | )
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   | (157,688       | ) |   | (44,976      | ) |   | (72,616      | )
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|Loss from discontinued operations                                                |   | (124,088       | ) |   | (124,088     | ) |   | -            |  
|Stock option compensation  discontinued                                         |   | 56,100         |   |   | 56,100       |   |   | -            |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   | (67,988        | ) |   | (67,988      | ) |   | -            |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   | (225,676       | ) |   | (112,964     | ) |   | (72,616      | )
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|**Cash provided by financing activities**                                        |   |                |   |   |              |   |   |              |  
|Shares issued for cash, net of issuance
      costs                              |   | 131,250        |   |   | -            |   |   | -            |  
|Loan from related parties                                                        |   | 130,000        |   |   | 100,000      |   |   | -            |  
|Repayment of loan from a related party                                           |   | (30,000        | ) |   | -            |   |   | -            |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   | 231,250        |   |   | 100,000      |   |   | -            |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|**Cash used in investing activities**                                            |   |                |   |   |              |   |   |              |  
|Purchase of property and equipment                                               |   | (5,547         | ) |   | -            |   |   | (370         | )
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|**Increase (decrease) in cash**                                                  |   | 27             |   |   | (12,964      | ) |   | (72,986      | )
|**Cash**, beginning of period                                                    |   | -              |   |   | 12,991       |   |   | 103,825      |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|**Cash**, end of period                                                          | $ | 27             |   | $ | 27           |   | $ | 30,839       |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|**Supplemental Information** (Note 8)                                            |   |                |   |   |              |   |   |              |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|                                                                                 |   |                |   |   |              |   |   |              |  
|The accompanying notes are an integral part of
      these financial statements. |   |                |   |   |             

---

**ROLLTECH, INC.** (A development stage enterprise)

Notes to Consolidated Financial Statements 
  September 30, 2002
  (Unaudited) **(Expressed in US Dollars)**

---

|**1.** | **Nature of Business and Ability to Continue Operations**
      Rolltech, Inc. was incorporated on January
        25, 2000 under the laws of the State of Nevada. The Company was initially
        involved in the identification and acquisition of marketing licenses for
        high technology manufactured products. In February 2001, the Company terminated
        its involvement in this business and sought new business opportunities.
        On March 13, 2002, the Company acquired certain property and equipment
        and a license to certain intellectual property to produce salmon caviar
        and salmon caviar-related products. In contemplation of the acquisition,
        the Company incorporated a wholly-owned subsidiary (Golden Caviar Corp.)
        on February 15, 2002 under the laws of the State of Nevada to operate
        the caviar business. The processing and sale of caviar and caviar-related
        products was the Companys primary business from late March 2002
        until June 2002. At this time the Company terminated its involvement in
        the caviar business, returned remaining assets and settled liabilities
        of the caviar business, became inactive and began the search for new business
        opportunities. The results of operations for the caviar business are presented
        in these financial statements as discontinued operations. (Note 2)
      The interim financial statements included
        herein, presented in accordance with United States generally accepted
        accounting principles and stated in US dollars, have been prepared by
        the Company, without audit, pursuant to the rules and regulations of the
        Securities and Exchange Commission. Certain information and footnote disclosures
        normally included in financial statements prepared in accordance with
        generally accepted accounting principles have been condensed or omitted
        pursuant to such rules and regulations, although the Company believes
        that the disclosures are adequate to make the information presented not
        misleading.
      These financial statements reflect all
        adjustments, consisting of normal recurring adjustments, which in the
        opinion of management, are necessary for fair presentation of the information
        contained therein. It is suggested that these interim financial statements
        be read in conjunction with the audited financial statements of the Company
        for the years ended December 31, 2001 and 2000 included in the Companys
        10-KSB Annual Report. The Company follows the same accounting policies
        in the preparation of interim reports.
      Results of operations for the interim periods are not indicative
        of annual results.
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

**ROLLTECH, INC.** (A development stage enterprise)

Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Unaudited) **(Expressed in US Dollars)**

---

|**2.** | **Nature of Business and Ability to
        Continue Operations (continued)**
      These accompanying financial statements
        have been prepared on a going concern basis, which contemplates the realization
        of assets and the satisfaction of liabilities and commitments in the normal
        course of business. As at September 30, 2002, the Company has recognized
        no revenue and has accumulated operating losses of approximately $637,000
        since its inception, has a working capital deficiency of $192,838 and
        returned to inactive status in June 2002 upon disposal of its caviar business.
        The continuation of the Company is dependent upon the continuing financial
        support of creditors and stockholders, finding a new business for the
        Company, obtaining long-term financing as well as achieving a profitable
        level of operations. Management plans to raise equity capital to finance
        the current cash requirements of the Company. Capital raised will be used
        to develop a new business. While the Company is expending its best efforts
        to achieve the above plans, there is no assurance that any such activity
        will generate funds that will be available for operations.
      These conditions raise substantial doubt about the Companys ability
        to continue as a going concern. These financial statements do not include
        any adjustments relating to the recoverability and classification of recorded
        asset amounts or amounts and classification of liabilities that might
        arise from this uncertainty.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**3.** | **Acquisition and Subsequent Disposition**
      On March 13, 2002, the Company (through
        its newly-incorporated wholly-owned subsidiary, Golden Caviar Corp.) acquired
        certain property and equipment and a license to certain intellectual property
        to produce salmon caviar and salmon caviar products. The license was a
        world-wide and exclusive license to use certain intellectual property
        that is subject to a number of Russian patents as well as other intellectual
        property (including certain proprietary recipes) with respect to the production
        of salmon caviar and salmon caviar products.
        The purchase price for the property and equipment was $249,000 in exchange
        for an unsecured note payable. Interest on the note was to accrue at the
        rate of 3% per annum, based on the unpaid balance. Repayment of the note
        was required as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| | a) | $74,700 to be paid within
        ten business days following the date upon which the Company closes an
        equity financing for an amount equal to at least $1,000,000.                                                                                                                                                                
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                             
| | b) | The remaining $74,700 and $99,600 to
        be paid on or before March 1, 2003 and March 1, 2004, respectively; provided,
        however, that if the Company had not generated sufficient profits as to
        permit these payments, these payments shall be made at such time as the
        Company had generated sufficient profits.

---

**ROLLTECH, INC.** (A development stage enterprise)

Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Unaudited) **(Expressed in US Dollars)**

---

|3. | **Acquisition and Subsequent Disposition**(continued)
      In exchange for the licence (having no
        specified expiry), the Company issued (on April 3, 2002) 1,000,000, fully-vested,
        non-forfeitable, restricted shares of the Company to the Licensor. The
        value assigned to the common stock and license of $110,000 was based upon
        the trading price of the Companys common stock around the time the
        terms were agreed to. As part of the agreement, the wholly-owned subsidiary
        would also pay royalties to the Licensor based on each kilogram of salmon
        caviar sold in bulk, less any credits provided to customers.
      The license agreement also required that
        the Company pay the Licensor a sum equal to 5% of net revenue received
        from the sale of specialty-packaged salmon caviar, smoked caviar sausage,
        caviar oil, caviar cream and other caviar products.
      Because the Companys caviar business
        was not yet functional and operational, no amortization or depreciation
        was recognized on the acquired property and equipment or license for the
        nine-month period ended September 30, 2002.
      In connection with the acquisition, effective
        April 1, 2002, the Companys wholly-owned subsidiary entered into
        an employment agreement with the licensor for a three-year term whereby
        the licensor would become the President of Golden Caviar Corp. and, in
        addition to a monthly salary, would receive 500,000 shares of common stock
        of the Company on April 1, 2003 and stock options to purchase an additional
        500,000 shares of common stock of the Company. The shares were not issued.
        100,000 stock options were granted with an exercise price of $0.51 each.
        An additional 150,000 and 250,000 options were to be granted on December
        31, 2002 and 2003, respectively, with the exercise price as determined
        by the Companys Board of Directors. The options were scheduled to
        expire in March 2007.
      In June 2002, the Company decided to discontinue
        its caviar business over an unresolvable dispute with the licensor. In
        connection therewith, the licensor filed a lawsuit in the State of Washington
        over the matter. The Company counter claimed. On July 3, 2002, the Company
        signed a settlement agreement with the licensor to terminate the above-noted
        acquisition and release each party from claims filed. The termination
        of the agreement resulted in the return or cancellation of the above-mentioned
        property and equipment, license, unsecured note payable, the 1,000,000
        issued common shares of the Company (returned and cancelled in July 2002),
        employment agreement with the licensor, the stock options issued to the
        licensor, and all the commitments (Note 5). The effect of the termination
        has been recorded in the financial statements for the nine months ended
        September 30, 2002. There was no activity between the June measurement
        date and the July disposal date.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---

**ROLLTECH, INC.**(A development stage enterprise)

Notes to Consolidated Financial Statements 
  September 30, 2002
  (Unaudited)**(Expressed in US Dollars)**

---

|**3.** | **Acquisition and Subsequent Disposition**
        (continued)
      The financial results of the caviar business
        have been segregated and presented as discontinued operations in the Statements
        of Operations. There were no net assets of the discontinued operation
        remaining at September 30, 2002. The loss from discontinued operations
        presented on the Statement of Operations consists of expenses incurred
        in the caviar business from April 1, 2002 until June 30, 2002. No revenue
        was earned from the caviar business. There was no gain or loss on disposal
        of the caviar business.
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**4.** | **Related Party Transactions**
      Related party transactions with the Companys directors
        and a company controlled by the directors not disclosed elsewhere in these
        financial statements are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                              

| |                         |               |        |               |  
| | ----------------------- | ------------- | ------ | ------------- | -
| |                         | Nine months   |        | Nine months   |  
| |                         | ended         |        | ended         |  
| |                         | September 30, |        | September 30, |  
| |                         | 2002          |        | 2001          |  
| |                         |               |        |               |  
| |                         |               |        |               |  
| | Management compensation | $             | 36,000 |               | $
| | Equipment rental        |               | -      |               |  
| |                         |               |        |               |  
| |                         |               |        |               |  
| |                         | $             | 36,000 |               | $
| |                         |               |        |               |  

Related party transactions are recorded at the exchange amount,
  being the amount established and agreed to by the related parties.

|**5.** | **Due to Related Parties**
|------ | --------------------------
|       | a)                        
|       | b)                        

---

**ROLLTECH, INC.**(A development stage enterprise)

Notes to Consolidated Financial Statements 
  September 30, 2002
  (Unaudited)**(Expressed in US Dollars)**

---

|**6.** | **Commitments**
      The following commitments commenced during the period and
        were terminated during the period. (Note 2)
|------ | -----------------------------------------------------------------------------------------------------------------------------------
|       | a)                                                                                                                                 

| | Bunkhouse           | $2,800/month                               
| | ------------------- | -------------------------------------------
| | Residence           | $750/month                                 
| | Processing building | Based on green roe received on premise of  
| |                     | $0.10 per pound with a minimum guarantee of
| |                     | $30,000                                    

| | b) | Effective April 15,
        2002, the Companys wholly-owned subsidiary entered an agreement
        to lease caviar production facilities in Redmond, Washington. The term
        of the lease was for 36 months and required the following payments (excluding
        operating costs):
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                        |         
| | ---------------------- | --------
| | Year ended December 31 |         
| |                        |         
| |                        |         
| | 2002                   | $53,976 
| | 2003                   | 82,588  
| | 2004                   | 85,064  
| | 2005                   | 28,632  
| |                        |         
| | Total                  | $250,260
| |                        |         

| |  | The Company was also scheduled to pay
        the lessor a management fee equal to 4.25% of its rent obligation.
| |  | ----------------------------------------------------------------------------------------------------------------

The Company terminated its obligations under
  these agreements and is of the understanding that no penalties will be levied
  in connection therewith. In the event that penalties are levied, the expense
  will be recorded in the period it becomes likely.

---

**ROLLTECH, INC.** (A development stage enterprise)

Notes to Consolidated Financial Statements
  September 30, 2002 
  (Unaudited) **(Expressed in US Dollars)**

---

|**7.** | **Stock Options**
      On March 18, 2002, in addition to the stock
        options referred to in Note 2, the Company granted 500,000 stock options
        to various employees, directors and consultants having an exercise price
        of $0.51 per option and expiring in five or ten years. Such options vest
        in accordance with the Companys 2001 Stock Option Plan, depending
        on the type of optionee. At September 30, 2002, there were 600,000 stock
        options granted (December 31, 2001 - Nil), of which 390,000 were exercisable
        on that date. Pursuant to the settlement agreement with licensor (Note
        2), 100,000 options were cancelled in July 2002.
      The Company follows the provisions of Accounting
        Principles Board (APB) Opinion No. 25, including interpretations
        provided in Interpretation No. 44, Accounting for Certain Transactions
        Involving Stock Compensation, in recognizing and measuring compensation
        expense for options granted to employees. Generally, compensation expense
        is recorded for the difference between the market price of the underlying
        common stock and the exercise price of the stock options.
      The value of stock options granted to non-employees
        is recognized in these financial statements as compensation expense under
        Statement of Financial Accounting Standard (SFAS) No. 123
        using the Black-Scholes option pricing model. Using assumptions of no
        dividends, a risk-free interest rate of 5.0%, volatility of the trading
        price of the Companys common stock of 100% and an estimated holding
        period of 36 months, the fair value of stock options granted on March
        18, 2002 was $0.33 per option.
      Compensation expense is remeasured on a quarterly basis for options granted
        to non-employees still unvested. Compensation expense is amortized over
        the length of the contract period (if one exists) or the period to which
        the options vest.
      Stock option compensation expense attributable
        to the nine-month periods ended September 30, 2002 and 2001 resulting
        from the granting of stock options is as follows:
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                      |   | 2002    |  |   | 2001
| | ------------------------------------ | - | ------- |  | - | ----
| |                                      |   |         |  |   |     
| | Continuing operations  compensation |   |         |  |   |     
| | expense                              | $ | 224,650 |  | $ | -   
| | Discontinued operations              |   | 56,100  |  |   | -   
| |                                      |   |         |  |   |     
| | Total                                | $ | 280,750 |  | $ | -   
| |                                      |   |         |  |   |     

---

**ROLLTECH, INC.** (A development stage enterprise)

Notes to Consolidated Financial Statements 
  September 30, 2002
  (Unaudited) **(Expressed in US Dollars)**

---

|**8.** | **Comparative Figures** 
      Certain comparative figures were reclassified to conform with the current
      periods presentation.
|------ | -------------------------------------------------------------------------------------------------------------------------------------
|**9.** | **Supplemental Cash Flow Information**                                                                                               

|                                                     |   | Cumulative     |   |   |              |   |   |              | 
|---------------------------------------------------- | - | -------------- | - | - | ------------ | - | - | ------------ | 
|                                                     |   | from           |   |   |              |   |   |              | 
|                                                     |   | January 25     |   |   | Nine         |   |   | Nine         | 
|                                                     |   | 2000           |   |   | Months       |   |   | Months       | 
|                                                     |   | (inception) to |   |   | Ended        |   |   | Ended        | 
|                                                     |   | September 30   |   |   | September 30 |   |   | September 30 | 
|                                                     |   | 2002           |   |   | 2002         |   |   | 2001         | 
|                                                     |   |                |   |   |              |   |   |              | 
|                                                     |   |                |   |   |              |   |   |              | 
|Interest and taxes paid                              | $ | -              |   | $ | -            |   | $ | -            | 
|Non-cash operating investing and financing           |   |                |   |   |              |   |   |              | 
|Activities                                           |   |                |   |   |              |   |   |              | 
|- shares issued in exchange for services             | $ | 34,100         |   | $ | -            |   | $ | 14,100       | 
|- purchase of property and equipment
      in        |   |                |   |   |              |   |   |              | 
|exchange for note payable
      (Note 2)             | $ | 249,000        |   | $ | 249,000      |   | $ | -            | 
|- cancellation of note payable for purchase
      of |   |                |   |   |              |   |   |              | 
|property and equipment
      (Note 2)                | $ | (249,000       | ) | $ | (249,000     | ) | $ | -            | 
|- purchase of license in exchange for
      common   |   |                |   |   |              |   |   |              | 
|shares (Note 2)                                      | $ | 110,000        |   | $ | 110,000      |   | $ | -            | 
|- cancellation of license and common
      shares    |   |                |   |   |              |   |   |              | 
|(Note 2)                                             | $ | (110,000       | ) | $ | (110,000     | ) | $ | -            | 
|- stock option compensation (Note 6)                 | $ | 280,750        |   | $ | 280,750      |   | $ | -            | 

|**10.** | **New Accounting Pronouncements**
      In June 2001, the Financial Accounting Standards
        Board (FASB) finalized SFAS Statements No. 141, Business
        Combinations (SFAS 141), and No. 142, Goodwill and Other Intangible
        Assets (SFAS 142). SFAS 141 requires the use of the purchase method
        of accounting and prohibits the use of the pooling of interests method
        of accounting for business combinations initiated after June 30, 2001.
        SFAS 141 also requires that the Company recognize acquired intangible
        assets apart from goodwill if the acquired intangible assets meet certain
        criteria. SFAS 141 applies to all business combinations initiated after
        June 30, 2001 and for purchase business combinations completed on or after
        July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company
        reclassify the carrying amounts of intangible assets and goodwill based
        on the criteria in SFAS 141.
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

**ROLLTECH, INC.** (A development stage enterprise)

Notes to Consolidated Financial Statements
  September 30, 2002 
  (Unaudited) **(Expressed in US Dollars)**

---

|**10.** | **New Accounting Pronouncements**(continued)
      SFAS 142 requires, among other things,
        that companies no longer amortize goodwill, but instead test goodwill
        for impairment at least annually. In addition, SFAS 142 requires that
        the Company identify reporting units for the purposes of assessing potential
        future impairments of goodwill, reassess the useful lives of other existing
        recognized intangible assets, and cease amortization of intangible assets
        with an indefinite useful life. An intangible asset with an indefinite
        useful life should be tested for impairment in accordance with the guidance
        in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning
        after December 15, 2001 to all goodwill and other intangible assets recognized
        at that date, regardless of when those assets were initially recognized.
        SFAS 142 requires the Company to complete a transitional goodwill impairment
        test six months from the date of adoption. The Company is also required
        to reassess the useful lives of other intangible assets within the first
        interim quarter after adoption of SFAS 142.
      The Company has adopted these standards
        effective for its fiscal year commencing January 1, 2002. Such adoption
        did not affect the Company's financial statements in respect of historical
        transactions. Future acquisitions are required to adhere to these new
        standards.
      In October 2001, the FASB issued SFAS No.
        144, Accounting for the Impairment or Disposal of Long-Lived Assets.
        SFAS No. 144 requires that those long-lived assets be measured at the
        lower of carrying amount or fair value less cost to sell, whether reported
        in continuing operations or in discontinued operations. Therefore, discontinued
        operations will no longer be measured at net realizable value or include
        amounts for operating losses that have not yet occurred. SFAS No. 144
        is effective for financial statements issued for fiscal years beginning
        after December 15, 2001 and, generally, is to be applied prospectively.
        The implementation of this new standard did not have a material effect
        on the Companys financial statements.
      In April 2002, the FASB issued SFAS No.
        145, Rescission of FASB Statements No. 4, 44, and 64, Amendment
        of FASB Statement No. 13, and Technical Corrections. This Statement
        rescinds the requirement to report gains and losses from extinguishment
        of debt as an extraordinary item. Additionally, this statement amends
        Statement 13 to require sale-leaseback accounting for certain lease modifications
        that have economic effects similar to sale-leaseback transactions. The
        provisions of this statement relating to Statement 4 are applicable in
        fiscal years beginning after May 15, 2002. The provisions of this Statement
        related to Statement 13 are effective for transactions occurring after
        May 15, 2002. All other provisions of this Statement are effective for
        financial statements issued on or after May 15, 2002. The adoption of
        SFAS No. 145 did not have a material effect on the Companys financial
        statements.
      SFAS No. 146, "Accounting for Costs Associated
        with Exit or Disposal Activities" ("SFAS 146") provides guidance on the
        recognition and measurement of liabilities for costs associated with exit
        or disposal activities. The provisions of this Statement are effective
        for exit or disposal activities that are initiated after December 31,
        2002. The Company is currently reviewing SFAS 146 to determine the impact
        upon adoption.
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

**Item 2. Plan of Operation.**

**FORWARD-LOOKING STATEMENTS**

This quarterly report contains forward-looking statements as
  that term is defined in the Private Securities Litigation Reform Act of 1995.
  These statements relate to future events or our future financial performance.
  In some cases, you can identify forward-looking statements by terminology such
  as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates",
  "predicts", "potential" or "continue" or the negative of these terms or other
  comparable terminology. These statements are only predictions and involve known
  and unknown risks, uncertainties and other factors, including the risks in the
  section entitled "Risk Factors", that may cause our or our industry's actual
  results, levels of activity, performance or achievements to be materially different
  from any future results, levels of activity, performance or achievements expressed
  or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
  statements are reasonable, we cannot guarantee future results, levels of activity,
  performance or achievements. Except as required by applicable law, including
  the securities laws of the United States, we do not intend to update any of
  the forward-looking statements to conform these statements to actual results.

As used in this quarterly report, the terms "we", "us", "our",
  and "Rolltech" mean Rolltech, Inc. and our wholly-owned subsidiary, Golden Caviar
  Corp., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

The following discussion should be read in conjunction with our
  consolidated financial statements and the related notes that appear elsewhere
  in this quarterly report. The following discussion contains forward-looking
  statements that reflect our plans, estimates and beliefs. Our actual results
  could differ materially from those discussed in the forward-looking statements.
  Factors that could cause or contribute to such differences include, but are
  not limited to, those discussed below and elsewhere in this quarterly report,
  particularly in the section entitled "Risk Factors".

**General**

Our company was incorporated on January 25, 2000 under the laws
  of the State of Nevada. We were initially focused on the identification and
  acquisition of marketing licenses for high technology manufactured products.
  We planned to develop a business-to-business manufacturing technology interactive
  website to facilitate the marketing of any products that we succeeded in licensing.
  In February, 2000, as an initial marketing project, we entered into a marketing
  license agreement pursuant to which we were granted an exclusive license to
  market a proprietary solid-state graphite-based lubricant. As a result of difficulties
  experienced in marketing the lubricant, high costs and poor market conditions,
  we were unable to obtain adequate financing to proceed with the execution of
  our plans, including the development and launch of our business-to-business
  website. Effective February 1, 2001, we terminated our marketing license agreement
  for the lubricant, and refocused on efforts in seeking new business opportunities,
  operating as a "blank check" company.

On March 13, 2002, acting through our wholly-owned subsidiary,
  Golden Caviar Corp., we entered into an arm's length agreement with Dr. Vyacheslav
  Sova and Sea Technology Enterprise, LLC, a Washington limited liability company
  controlled by Dr. Sova, pursuant to which Golden Caviar Corp. agreed to purchase
  certain assets from Sea Technology and to acquire an exclusive license to certain
  intellectual property from Dr. Sova. The transactions contemplated in this Agreement
  closed on March 13, 2002. The assets that Golden Caviar Corp. purchased from
  Sea Technology consist of equipment that will, together with the technology
  licensed by Dr. Sova, permit Golden Caviar Corp. to produce salmon caviar and
  salmon caviar products. The license that Dr. Sova granted to Golden Caviar Corp.
  was a worldwide and exclusive license to use certain intellectual property that
  is the subject of a number of Russian patents, as well as other intellectual
  property (including certain proprietary recipes) with respect to the production
  of salmon caviar and salmon caviar products.

Since the closing of the transactions with Dr. Sova and Sea Technology
  Enterprise, LLC, we were working towards establishing our infrastructure and
  entering into key supply relationships with the view to commencing primary processing
  of salmon caviar in June 2002.

---

*Subsequent Developments in Golden Caviar Corp.'s
  Relationship With Dr. Sova*

On May 1, 2002, Dr. Sova purported to hire his attorney, Oleg
  Ordinartsev, as Golden Caviar Corp.'s Vice President of Internal Affairs at
  a salary of $5,000 per month, despite the fact that Golden Caviar Corp.'s board
  of directors had authorized Dr. Sova to hire Mr. Ordinartsev only in a limited
  role as caviar production plant manager. On or about May 1, 2002, Mr. Ordinartsev,
  acting without authorization by Golden Caviar Corp.'s board of directors, purported
  to hire three individuals on behalf of Golden Caviar Corp. Golden Caviar Corp.'s
  board of directors informed Dr. Sova of the board's strong disapproval of these
  actions (including the title bestowed upon Mr. Ordinartsev by Dr. Sova without
  authorization of the board), and commenced an independent assessment as to whether
  certain actions taken by Mr. Ordinartsev (including the purported hiring of
  the additional persons) were in keeping with his duties to Golden Caviar.

After due inquiry, the board of directors of Golden Caviar Corp.
  terminated the employment of Oleg Ordinartsev, and three of the persons that
  Mr. Ordinartsev had purported to hire on behalf of Golden Caviar Corp.

Golden Caviar Corp.'s board of directors also approved:

1. an amendment to Dr. Sova's Employment Agreement on May 23,
    2002, to be effective immediately, to change Dr. Sova's title to Chief Technical
    Officer and to effect a corresponding change to the description of his duties;
    and
2. the appointment of Dr. Scheglov as the President of Golden
    Caviar.

On or about June 7, 2002, Golden Caviar was informed by Gregory
  White (the "Receiver") that he acts as receiver for the affairs of Alaska Russia
  Salmon Caviar Co., Inc. and/or other entities in which Dr. Sova had or may have
  had, directly or indirectly, an interest. The Receiver informed Golden Caviar
  Corp. that, in such capacity, he was asserting a claim against some or all of
  the equipment that Golden Caviar Corp. had purchased from Sea Technology Enterprise,
  LLC.

*Golden Caviar Has Been Left With No Means to Commence its
  Planned Business*

To date, Sea Technology Enterprise, LLC effected delivery to
  Golden Caviar Corp. of some but not all of the equipment that it had contracted
  to deliver to Golden Caviar Corp., and Dr. Sova has failed to effect delivery
  of know-how forming part of the technology that he had licensed to Golden Caviar
  Corp. In addition, much of the equipment that has been delivered was discovered
  upon post-delivery inspection to be in need of repair or otherwise unsuited
  to the processing of salmon caviar. As a result, Golden Caviar has been unable
  to effect its business plan, and has no means to do so. Golden Caviar Corp.
  fell into arrears on its lease of the office and warehouse facility in Redmond,
  Washington, and has vacated the premises in response to an eviction notice by
  the landlord. Golden Caviar has terminated its supplier agreement on amicable
  terms with Icicle Seafoods, Inc. and is negotiating the termination of its supplier
  agreement with NorQuest Seafoods Inc., and a real estate lease agreement with
  NorQuest Seafoods Inc. We do not expect the termination of these agreements
  to have adverse consequences to our company.

*Lawsuit Against Golden Caviar Corp. by Law Office of Oleg
  Ordinartsev PLLC*

On or about May 24, 2002, the Law Office of Oleg Ordinartsev
  PLLC filed a lawsuit in the King County Superior Court, Case No. 02-2-16398-0
  SEA, against Golden Caviar (the "Ordinartsev Action") alleging breach of a purported
  agreement between Golden Caviar Corp. and the plaintiff Oleg Ordinartsev PLLC
  and seeking specific performance. On or about June 10, 2002 Golden Caviar Corp.
  filed its answer to the complaint in the Ordinartsev Action, in which it denied
  the substantive allegations therein, raised several affirmative defences, and
  filed a counterclaim against the plaintiff alleging interference with a business
  expectancy, trespass and misrepresentation.

*Third Party Claim by Golden Caviar Corp. Against Dr. Sova
  and Sea Technology Enterprise, LLC*

On June 27, 2002, Golden Caviar Corp. filed an amended answer,
  counterclaim and third party complaint in the Ordinartsev Action naming Dr.
  Sova and Sea Technology Enterprise, LLC as third party defendants. In addition
  to seeking judgment to the effect that the plaintiff's claims against Golden
  Caviar Corp. be dismissed with prejudice, Golden Caviar Corp. is seeking that
  judgment be entered in its favor and against the plaintiff, Dr. Sova, Mr.
  Ordinartsev personally and Sea Technology Enterprise, LLC for damages
  in an amount to be proven at trial, for prejudgment interest, for attorney fees;
  and for such other and further relief as the Court deems just, equitable and
  proper.

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On June 27, 2002, we filed a report on Form 8-K announcing that
  on June 27, 2002, Golden Caviar Corp., our wholly-owned subsidiary, discontinued
  proposed busin ess operations with Dr. Vyacheslav Sova, Sea Technology Enterprise,
  LLC, a limited liability company formed under the laws of the State of Washington
  and controlled by Dr. Sova. (Detailed report on Form 8-K filed on June 27, 2002).

Effective June 27, 2002 we have begun to refocus on efforts in seeking new business opportunities.

On July 3, 2002, Rolltech and our wholly-owned subsidiary, Golden
  Caviar, entered into Agreement with Dr. Sova and Sea Technology to release from
  any and all claims including, without limitation, any and all claims being litigated
  in the King County Superior Court, Case No. 02-2-16398-0 SEA, or which could
  arise from any of the agreements or relationships by and between Golden Caviar,
  Rolltech, Sova and Sea Technology.

Concurrently, Rolltech and and its wholly-owned subsidiary, Golden
  Caviar entered into to Agreement with Oleg Ordinartsev and the Law Office of
  Oleg Ordinartsev PLLC forever discharge each other of any and all claims, demands,
  and causes of action of whatsoever kind, nature or description, whether past,
  present or future, which have arisen out of or could be alleged to have arisen
  out of the claims by Golden Caviar contained in the King County Superior Court,
  Case No. 02-2-16398-0 SEA.

In the consolidated financial statements for the nine months
  ended September 30, 2002, the caviar business has been segregated and presented
  as a discontinued operation. The agreements reached on July 3, 2002
  resulted in the return or cancellation of the property and equipment purchased,
  the licence, the unsecured note payable, the 1 million common shares previously
  issued to Dr. Sova, the employment agreement with Dr. Sova, stock options granted
  to Dr. Sova and all commitments previously entered into by our company. No revenue
  was recognized from the caviar business during the period of time we operated
  it.

*Our Current Business*

Since we discontinued our business relation with Dr. Sova and
  Sea technology LLC, we no longer have an active operating business that we can
  pursue. Accordingly, we are seeking to either identify a suitable business opportunity
  or enter into a suitable business combination. Until we secure a suitable business
  opportunity or combination, we will operate as a "blank check" company. Management
  of our company does not believe that it will be able to generate revenues without
  finding and completing the acquisition of a suitable business opportunity. In
  addition, if no suitable business opportunity is identified, shareholders will
  not realize any further return on their investment in our company, and there
  will be no market for our common shares.

Once a business opportunity or business combination has been
  identified, we will investigate and evaluate the business opportunity or business
  combination. In selecting a suitable business opportunity or business combination,
  management intends to focus on the potential for future profits and strength
  of current operating management of the business opportunity or business combination.
  We have not put industry or geographically specific limitations on the nature
  of acquisitions or business opportunities to be evaluated. Management believes
  that the greatest potential lies in technology and goods or products -related
  industries, rather than principally service industries. Nevertheless, this shall
  not preclude the investigation or evaluation of any other category of business
  or industry. We will conduct our own investigation to identify an appropriate
  business opportunity or business combination, and will seek a potential business
  opport unity or business combination from all known sources, relying principally
  upon personal contacts of our officers and directors, as well as indirect associations
  between them and other business and professional people.

At September 30, 2002, we had a cash balance of $27 and negative
  working capital of $192,838. As such we continue to be dependent upon directors,
  officers and creditors for financial support as we evaluate business opportunities.

*Evaluation of Opportunities*

The analysis of new business opportunities will be undertaken
  by, or under the supervision of, our officers and directors. Management intends
  to concentrate on identifying prospective business opportunities or business
  combinations that may be brought to management's attention through present associations.
  In analyzing prospective business opportunities or business combinations, management
  will consider, among other factors, such matters as:

(a) the available technical, financial and managerial
  resources;

(b) working capital and other financial requirements;

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(c) history of operations, if any;

(d) prospects for the future;

(e) present and expected competition;

(f) the quality and experience of management services which
  may be available and the depth of that management;

(g) specific risk factors not now foreseeable but which may
  be anticipated as having an impact on our proposed activities;

(h) the potential for growth or expansion;

(i) the potential for profit;

(j) the perceived public recognition or acceptance of products,
  services or trades; and

(k) name identification

Opportunities in which we participate will present certain risks,
  many of which cannot be identified adequately prior to selecting a specific
  opportunity. Our shareholders must, therefore, depend on management to identify
  and evaluate such risks. Promoters of some opportunities may have been unable
  to develop a going concern or may present a business in its development stage
  (in that it has not generated significant revenues from its principal business
  activities prior to our participation). Even after our participation, there
  is a risk that the combined enterprise may not become a going concern or advance
  beyond the development stage. Other opportunities may involve new and untested
  products, processes, or market strategies that may not succeed. We and, therefore,
  our shareholders will assume such risks.

The investigation of specific business opportunities or business
  combinations and the negotiation, drafting, and execution of relevant agreements,
  disclosure documents, and other instruments will require substantial management
  time and attention as well as substantial costs for accountants, attorneys and
  others. If a decision is made not to participate in a specific business opportunity
  the costs incurred in the related investigation would not be recoverable. Furthermore,
  even if an agreement is reached for the participation in a specific business
  opportunity, the failure to consummate that transaction may result in the loss
  by of the related costs incurred. There is the additional risk that we will
  not find a suitable target. Management does not believe that we will generate
  revenue without finding and completing the acquisition of a suitable business
  opportunity or a transaction with a suitable target company. If no such business
  opportunity target is found, therefore, no return on an investment in our company
  will be realized, and there will not, most likely, be a market for our common
  shares.

*Acquisition of Opportunities*

In implementing a structure for a particular business acquisition,
  we may become a party to a merger, consolidation, reorganization, joint venture,
  franchise or licensing agreement with another corporation or entity. We may
  also purchase stock or assets of an existing business. It is likely that any
  merger with an existing company will be in the form of a reverse takeover, which
  may require both shareholder approval and a disclosure document. Once a transaction
  is complete, it is possible that our present management and shareholders will
  not be in control of our company. In addition, a majority or all of our officers
  and directors may, as part of the terms of the transaction, resign and be replaced
  by new officers and directors without a vote of our shareholders.

It is anticipated that securities issued in any such reorganization
  would be issued in reliance on exemptions from registration under applicable
  securities laws. In some circumstances, however, as a negotiated element of
  the potential transaction, we may agree to register such securities either at
  the time the transaction is consummated, under certain conditions or at a specified
  time thereafter. The issuance of substantial additional securities, and their
  potential sale into any trading market in our common shares which may develop,
  may have a depressive effect on the market for and the price of our common shares.

As part of our investigation of a potential business combination
  or opportunity, our officers and directors may:

(a) meet personally with management and key personnel;

(b) visit and inspect material facilities

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(c) obtain independent analysis or verification of certain information
  provided;

(d) check references of management and key personnel; and

(e) take other reasonable investigative measures, as our limited
  financial resources and management expertise allows.

The manner in which we participate in an opportunity with a target
  company or acquire a business opportunity will depend on the nature of the opportunity,
  our needs and desires, the needs and desires of the other party, management
  of the opportunity, and our relative negotiating strength and such other management.
  With respect to any mergers or acquisitions, negotiations with target company
  management will be expected to focus on the percentage of our company which
  the target company's shareholders would acquire in exchange for their shareholdings
  in the target company. Depending upon, among other things, the target company's
  assets and liabilities, our shareholders will, in all likelihood, hold a smaller
  percentage ownership interest in our company following any merger or acquisition.
  The percentage ownership may be subject to significant reduction in the event
  we acquire a target company with substantial assets. Any merger or acquisition
  effected by us can be expected to have a significant dilutive effect on the
  percentage of shares held by our then shareholders.

There can be no assurance that management will ever be able to
  identify and secure a suitable business opportunity or that management has the
  requisite experience to recognize and understand a business operation that would
  benefit us. In the event that management is able to locate what it considers
  to be a suitable business opportunity, there can be no assurance that the acquisition
  of such business opportunity or the entering into of a business combination
  will be successful. Selecting a business opportunity will likely be complex
  and extremely risky. Because of general economic conditions, rapid technological
  advances being made in some industries, and shortages of available capital,
  management believes that there are numerous firms seeking the benefits of a
  publicly-traded corporation. Such benefits of a publicly traded corporation
  may include:

(a) facilitating or improving the terms on which
  additional equity financing may be sought;

(b) providing liquidity for the principals of
  a business;

(c) creating a means for providing incentive
  stock options or similar benefits to key employees; and/or

(d) providing liquidity (subject to restrictions
  of applicable statutes) for all shareholders.

In contrast, negative aspects of becoming a publicly
  traded corporation registered in the United States may include:

(a) complying with the requirements of the Securities
  Exchange Act of 1934;

(b) complying with the requirements of the Nevada
  corporations statute;

(c) exposure of our officers and directors to
  lawsuits and liabilities under the Securities Act of 1933;

(d) distracting management's attention from
  our day to day operations;

(e) restricting publicity and other marketing activities to
  ensure compliance with securities law requirements and minimizing the potential
  liability of our management and our company; and/or

(f) increased legal, accounting and other expenses
  associated with operating a public company.

Potentially available business opportunities and/or business
  combinations may occur in many different industries and at various stages in
  the development of a company, all of which will make the task of comparative
  investigation and analysis of such business opportunities extremely difficult
  and complex.

Management believes that it currently lacks sufficient cash flow
  to provide its current cash requirements for the next twelve months without
  additional equity financing or loans from directors. Until a business is acquired
  providing the cash flow necessary to sustain the Registrants cash flow
  requirements, the Registrant will continue to rely on certain of the directors
  to finance the deficiency of cash from operations.

The Registrant does not presently have any agreements, arrangements
  or understandings for the acquisition of new businesses. We are actively searching
  for potential acquisitions, but there is no assurance that our search will locate

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good investment targets or provide sufficient financing opportunities to allow us to meet our liabilities and commitments as they come due.

RISK FACTORS

Much of the information included in this registration statement includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and
our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgement regarding the direction of our business,
actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially
affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our common shares are considered speculative during our search for a new business opportunity. Prospective investors should consider carefully the risk factors set out below.

*Scarcity of and Competition for Business Opportunities and
  Combinations*

We are, and will continue to be, an insignificant participant amongst numerous other companies seeking a suitable business opportunity or business combination. A large number of established and well-financed entities, including venture
capital firms, are actively seeking suitable business opportunities or business combinations which may also be desirable target candidates for us. Virtually all such entities have significantly greater financial resources, technical expertise and
managerial capabilities than we do. We are, consequently, at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small
public companies seeking suitable business opportunities or business combinations.

*Governmental Regulation*

To the best of our knowledge, we are not currently subject to direct federal, state or local regulation in the United States, other than regulations applicable to businesses generally.

*Key Personnel*

Although none of our present officers or directors are key to our continuing operations, we rely upon the continued service and performance of these officers and directors, and our future success depends on the retention of these
people, whose knowledge of our business and whose technical expertise would be difficult to replace. At this time, none of our officers or directors are bound by employment agreements, and as a result, any of them could leave with little or no prior
notice.

If we are unable to hire and retain technical, sales and marketing and operational personnel, any business we acquire could be materially adversely affected. It is likely that we will have to hire a significant number of additional
personnel in the future if we identify and complete the acquisition of a business opportunity, or if we enter into a business combination. Competition for qualified individuals is likely to be intense, and we may not be able to attract, assimilate,
or retain additional highly qualified personnel in the future. The failure to attract, integrate, motivate and retain these employees could harm our business.

*Need for Additional Financing*

We anticipate that we will require additional financing from unrelated third parties in order to continue seeking a suitable business opportunity or business combination beyond the end of the third quarter of the fiscal year ending
December 31, 2002. We may be required to raise additional financing for a particular business combination or business opportunity. We would likely seek to secure any additional financing necessary through a private placement of our common shares.

There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon

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terms and conditions acceptable to us could have a materially adverse effect upon our company. Although we believe that we have funds sufficient to meet our immediate needs, we may require further funds to finance the development of any
business opportunity that we acquire. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further dilution to existing or future
shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire. Inadequate funding could also
impair our ability to compete in the marketplace, which may result in the dissolution of our company.

*Limited Operating History*

We have a limited operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies
seeking to acquire or establish a new business opportunity. Some of these risks and uncertainties relate to our ability to identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. In addition, our operating results are dependent to a
large degree upon factors outside of our control. There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.

It is unlikely that we will generate any or significant revenues while we seek a suitable business opportunity or business combination. Our short and long-term prospects depend upon our ability to select and secure a suitable business
opportunity or business combination. In order for us to make a profit, we will need to successfully acquire a new business opportunity in order to generate revenues in an amount sufficient to cover any and all future costs and expenses in connection
with any such business opportunity. Even if we become profitable, we may not sustain or increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination or acquire a business opportunity. This may result in our company incurring a net operating loss
which will increase continuously until we complete a business combination or acquire a business opportunity that can generate revenues that result in a net profit to us. There is no assurance that we will identify a suitable business opportunity or
complete a business combination.

*Ability to Generate Revenues is Uncertain*

For the nine-month period ended September 30, 2002, we incurred a loss of $475,252, including $124,088 related to our now discontinued caviar business. For the year ended December 31, 2001 (our last as a blank check company), we
incurred a net loss of $105,666. We do not anticipate generating any significant revenues until we acquire a business opportunity or complete a business combination. At this time, we have no ability to generate revenues. Our former auditor's report
on our December 31, 2001 financial statements contained an additional explanatory paragraph which identifies issues that raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

*Speculative Nature of Our Proposed Operations*

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of any identified business opportunity. While management intends to seek business opportunities and/or
business combinations with entities which have established operating histories, there is no assurance that we will successfully locate business opportunities meeting such criteria. In the event that we complete a business combination or otherwise
acquire a business opportunity, the success of our operations may be dependent upon management of the successor firm or venture partner firm, together with a number of other factors beyond our control.

*No Agreement for Business Combination or Other Transaction/No
  Standards for Business Combination*

We have no agreement with respect to acquiring a business opportunity or engaging in a business combination with any private entity. There can be no assurance that we will successfully identify and evaluate suitable business
opportunities or conclude a business combination. There is no assurance that we will be able to negotiate the acquisition of a business opportunity or a business combination on terms favorable to us. We have not established a specific length of
operating history or a specified level of earnings, assets, net worth or other criteria which we will

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require a target business opportunity to have achieved, and without which we would not consider a business combination in any form with such business opportunity. Accordingly, we may enter into a business combination with a business
opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

*Continued Management Control/Limited Time Availability*

We are dependent upon management's personal abilities to evaluate business opportunities that may be presented in the future. While seeking to acquire a business opportunity, management anticipates devoting up to 50% of their time to
our business. Management may or may not have prior experience in the technical aspects of the industry or the business within that industry that may be acquired. Our officers have not entered into written employment agreements with us with respect
to our proposed plan of operation and are not expected to do so in the foreseeable future. We have not obtained key man life insurance on our officers or directors. Notwithstanding the combined limited experience and time commitment of management,
loss of the services of any of these individuals would adversely affect development of our business and our likelihood of continuing operations.

*Lack of Market Research or Marketing Organization*

We have not conducted or receiv ed results of market research indicating that there is a demand for the acquisition of a business opportunity or business combination as contemplated by our company. Even if there is demand for the
acquisition of a business opportunity or combination as contemplated, there is no assurance we will successfully complete such an acquisition or combination.

*Lack of Diversification*

In all likelihood, our proposed operations, even if successful, may result in a business combination with only one entity. Consequently, the resulting activities will be limited to that entity's business. Our inability to diversify our
activities into a number of areas may subject us to economic fluctuations within a particular business or industry, thereby increasing the risks associated with our operations.

*Regulation*

Although we will be subject to regulation under the Securities Exchange Act of 1934, management believes that we will not be subject to regulation under the Investment Company
Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. In the event that we engage in business combinations which result in us holding passive investment interests in a number of
entities, we could be subject to regulation under the Investment Company Act of 1940, meaning that we would be required to register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to the status of our company under the Investment Company Act of 1940 and,
consequently, any violation of such act would subject us to material adverse consequences.

*Probable Change in Control and Management*

A business combination or acquisition of a business opportunity involving the issuance of our common shares may result in new or incoming shareholders obtaining a controlling interest in our company. Any such business combination or
acquisition of a business opportunity may require management of our company to sell or transfer all or a portion of the common shares in the capital of our company that they hold or resign as members of our board of directors. The resulting change
in our control could result in removal of one or more of our present officers and directors, and a corresponding reduction in or elimination of their participation in the future affairs of our company.

*Reduction of Percentage Share Ownership Following Business
  Combination*

Our primary plan of operation is based upon the acquisition of a business opportunity or a business combination with a private concern, which, in all likelihood, would result in us issuing common shares to shareholders of such private
company. Issuing previously authorized and unissued common shares in our capital will reduce the percentage of common shares owned by present and prospective shareholders and may result in a change in our control and/or management.

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*Taxation*

United States and, if applicable, international tax consequences
  will, in all likelihood, be major considerations in any business acquisition
  or combination we may undertake. Typically, these transactions may be structured
  to result in tax-free treatment pursuant to various United States tax provisions.
  We intend to structure any business combination so as t o minimize the tax consequences
  to both our company, our management, our principal shareholder and the target
  entity. Management cannot ensure that a business combination will meet the statutory
  requirements for a tax-free reorganization, or that the parties will obtain
  the intended tax-free treatment upon a transfer of common shares or assets.
  A non-qualifying reorganization could result in the imposition of taxes, which
  may have an adverse effect on both parties to the transaction.

*Requirement of Audited Financial Statements May Disqualify
  Business Opportunity*

Management believes that any potential business opportunity or
  target company should provide audited financial statements for review and for
  the protection of all parties to the business acquisition or combination, although
  management may waive this requirement in appropriate circumstances. One or more
  attractive business opportunities may forego a business combination with us
  rather than incur the expenses associated with preparing audited financial statements.

*Uncertain Ability to Manage Growth*

Our ability to achieve any planned growth upon the acquisition
  of a suitable business opportunity or business combination will be dependent
  upon a number of factors including, but not limited to, our ability to hire,
  train and assimilate management and other employees and the adequacy of our
  financial resources. In addition, there can be no assurance that we will be
  able to manage successfully any business opportunity or business combination.
  Failure to manage anticipated growth effectively and efficiently could have
  a materially adverse effect on our business.

*"Penny Stock" Rules May Restrict the Market for the Company's
  Shares*

Our common shares are subject to rules promulgated by the Securities
  and Exchange Commission relating to "penny stocks," which apply to companies
  whose shares are not traded on a national stock exchange or on the NASDAQ system,
  trade at less than $5.00 per share, or who do not meet certain other financial
  requirements specified by the Securities and Exchange Commission. These rules
  require brokers who sell "penny stocks" to persons other than established customers
  and "accredited investors" to complete certain documentation, make suitability
  inquiries of investors, and provide investors with certain information concerning
  the risks of trading in the such penny stocks. These rules may discourage or
  restrict the ability of brokers to sell our common shares and may affect the
  secondary market for our common shares. These rules could also hamper our ability
  to raise funds in the primary market for our common shares.

*Insider Control of Common Stock*

Each of Dr. Michael Scheglov, our President, Chief Executive
  Officer and Secretary, and Taly Keren, our Vice-President and Treasurer, owns
  2,255,000 shares of our common stock, each representing 38.4% of our issued
  and outstanding shares of common stock. Although these shareholders are not
  parties to a voting trust or any other arrangement requiring them to vote their
  respective shares in a particular way, each of these shareholders will be able
  to influence all matters requiring shareholder approval, including the election
  of directors and approval of significant corporate transactions. Such control
  may have the effect of delaying or preventing a change in control.

*Possible Volatility of Share Prices*

Our common shares are currently publicly traded on the Over-the-Counter
  Bulletin Board service of the National Association of Securities Dealers, Inc.
  The trading price of our common shares has been subject to wide fluctuations.
  Trading prices of our common shares may fluctuate in response to a number of
  factors, many of which will be beyond our control. The stock market has generally
  experienced extreme price and volume fluctuations that have often been unre
  lated or disproportionate to the operating performance of companies with no
  current business operation. There can be no assurance that trading prices and
  price earnings ratios previously experienced by our common shares will be matched
  or maintained. These broad market and industry factors may adversely affect
  the market price of our common shares, regardless of our operating performance.

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In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a
diversion of management's attention and resources.

*Indemnification of Directors, Officers and Others*

Our by-laws contain provisions with respect to the indemnification of our officers and directors against all expenses (including, without limitation, attorneys' fees, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the fact that the person is one of our officers or directors) incurred by an officer or director in defending any such proceeding to the maximum extent permitted by Nevada
law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of our company under Nevada law or otherwise, we
have been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as exp ressed in the Securities Act of 1933 and is, therefore, unenforceable.

*Future Dilution*

Our constating documents authorize the issuance of 75,000,000 common shares, each with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through
the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares,
such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

*Anti-Takeover Provisions*

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our
management and directors.

*Reports to Security Holders*

Under the securities laws of Nevada, we are not required to deliver an annual report to our shareholders but we intend to send an annual report to our shareholders.

**Item 3 Quantitative and Qualitative Disclosure about
  Market Risk**

We do not utilize derivative instruments to manage market-related risks. We do not have any long-term debt instruments so our company is not subject to market related risks such as interest or foreign exchange on long-term debt.

**Item 4 Effectiveness of the Registrants Disclosure
  Controls and Procedures**

Within 90 days prior to the date of this report, we performed an evaluation, under the supervision and with the participation of the Companys management, including the Chief Executive Officer and the Principal Financial Officer,
of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based on that evaluation, the Companys management, including the Chief Executive Officer and the
Principal Financial Officer, concluded that the Companys disclosure controls and procedures were effective as of September 30, 2002. There have been no significant changes in the Companys internal
controls or in other factors that could significantly affect internal controls subsequent to September 30, 2002.

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**Part II - OTHER INFORMATION**

**Item 1. Legal Proceedings.**

On June 27, 2002, Golden Caviar Corp., our wholly-owned subsidiary,
  entered into a pending lawsuits with Dr. Vyacheslav Sova, Oleg Ordinartsev and
  Sea Technology Enterprise, LLC, a limited liability company formed under the
  laws of the State of Washington and controlled by Dr. Sova.

On July 3, 2002, Rolltech and its wholly-owned subsidiary, Golden
  Caviar, entered into Agreement with Dr. Sova and Sea Technology to release from
  any and all claims including, without limitation, any and all claims being litigated
  in the King County Superior Court, Case No. 02-2-16398-0 SEA, or which could
  arise from any of the agreements or relationships by and between Golden Caviar,
  Rolltech, Sova and Sea Technology.

Concurrently, Rolltech and and its wholly-owned subsidiary, Golden
  Caviar entered into to Agreement with Oleg Ordinartsev and the Law Office of
  Oleg Ordinartsev PLLC forever discharge each other of any and all claims, demands,
  and causes of action of whatsoever kind, nature or description, whether past,
  present or future, which have arisen out of or could be alleged to have arisen
  out of the claims by Golden Caviar contained in the King County Superior Court,
  Case No. 02-2-16398-0 SEA.

**Item 2. Changes in Securities.**

Pursuant to the settlement agreement dated July 3, 2002 in relation
  to Golden Caviar discussed above, our Company redeemed and cancelled 1,000,000
  shares of our common stock.

**Item 3. Defaults Upon Senior Securities.**

None.

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

None.

**Item 5. Other Information.**

None

**Item 6. Exhibits and Reports on Form 8-K.**

*Reports on Form 8-K*

On March 15, 2002, we filed a current report on Form 8-K announcing
  that on March 13, 2002, Golden Caviar Corp., our wholly-owned subsidiary, entered
  into an arm's length agreement with Dr. Vyacheslav Sova and Sea Technology Enterprise,
  LLC, a limited liability company formed under the laws of the State of Washington
  and controlled by Dr. Sova, pursuant to which Golden Caviar Corp. agreed to
  purchase certain assets from Sea Technology and to acquire an exclusive license
  to certain intellectual property from Dr. Sova.

On April 19, 2002 and April 29, 2002, we filed current reports
  on Form 8-K and Form 8-K/A announcing the resignation of Moore Stephens Ellis
  Foster Ltd. as our independent auditor and the appointment of BDO Dunwoody LLP
  in their place. Our Board of Directors approved the change of auditor to BDO
  Dunwoody LLP effective April 17, 2002.

On June 27, 2002, we filed a report on Form 8-K announcing that
  on June 27, 2002, Golden Caviar Corp., our wholly-owned subsidiary, Discontinued
  Proposed Business Operations and entered into a pending lawsuits with Dr. Vyacheslav
  Sova, Oleg Ordinartsev and Sea Technology Enterprise, LLC, a limited liability
  company formed under the laws of the State of Washington and controlled by Dr.
  Sova.

On August 16, 2002, the Company filed a report on Form 8-K announcing
  that an Agreement had been reached between Rolltech and its wholly-owned subsidiary,
  Golden Caviar and Dr Sova and Sea Technology and Oleg Ordinartsev and the Law
  Office of Oleg Ordinartsev PLLC to forever discharge each other of any and all
  claims, demands, and causes of action of whatsoever kind, nature or description,
  whether past, present or future. The termination of the agreement resulted to
  the return or cancellation of the above-mentioned property and equipment,

---

license, unsecured note payable, the 1,000,000 fully-vested, non-forfeitable, restricted shares of the Company, employment agreement with the licensor, the stock options issued, and all the commitments

*Consolidated Financial Statements Filed as a Part of the
  Quarterly Report*

Our consolidated financial statements include:

> Balance Sheets
>   Statements of Changes in Stockholders' Equity (Capital Deficit)
>   Statements of Operations
>   Statements of Cash Flows
>   Notes to the Financial Statements

*Exhibits Required by Item 601 of Regulation S -B*

|**(3)**  | **Articles of Incorporation and By-laws**                                                                                                                     
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                               
|3.1      | Articles of Incorporation and Corporate Charter (incorporated
      by reference from our Registration Statement on Form 10-SB filed on October
      4, 2000)
|         |                                                                                                                                                               
|3.2      | Bylaws (incorporated by reference from our Registration Statement
      on Form 10-SB filed on October 4, 2000)                                               
|         |                                                                                                                                                               
|**(10)** | **Material Contracts**                                                                                                                                        
|         |                                                                                                                                                               
|10.1     | Agreement between Golden Caviar Corp., Sea Technology Enterprise,
      LLC and Dr. Vyacheslav V. Sova,                                                       
|         | dated March 13, 2002 (incorporated by reference from our
      Form 8-K filed on March 15, 2002)                                                              
|         |                                                                                                                                                               
|10.2     | Technology License Agreement between Dr. Vyacheslav Sova
      and Golden Caviar Corp., dated March 13,                                                       
|         | 2002 (incorporated by reference from our Form 8-K filed on
      March 15, 2002)                                                                              
|         |                                                                                                                                                               
|10.3     | Employment Letter between Golden Caviar Corp. and Dr. Vyacheslav
      Sova, dated March 13, 2002                                                             
|         | (incorporated by reference from our Form 8-K filed on March
      15, 2002)                                                                                   
|         |                                                                                                                                                               
|10.4     | Industrial Lease entered into between Golden
      Caviar Corp. and Benaroya Capital Company, LLC, dated April                                                
|         | 15, 2002                                                                                                                                                      
|         |                                                                                                                                                               
|10.5     | Letter Agreement between Icicle Seafoods, Inc. and Golden
      Caviar Corp., dated April 18, 2002*                                                           
|         |                                                                                                                                                               
|10.6     | Supplier Agreement between Golden Caviar Corp. and NorQuest
      Seafoods Inc., entered into April 25, 2002*                                                 
|         |                                                                                                                                                               
|10.7     | Real Estate Lease Agreement between Golden Caviar Corp. and
      NorQuest Seafoods Inc. dated May 1, 2002                                                    
|         |                                                                                                                                                               
|10.8     | Secured Grid Promissory Note dated February 28, 2002 for
      the principal amount of $50,000 payable on                                                     
|         | demand by Rolltech, Inc. to Dr. Michael Scheglov                                                                                                              
|         |                                                                                                                                                               
|10.9     | Secured Promissory Note dated April 15, 2002 for the principal
      amount of $50,000 payable on demand by                                                   
|         | Rolltech, Inc. to Taly Keren                                                                                                                                  

*** Certain parts of this document have not been disclosed
  and have been filed separately with the Secretary, Securities and Exchange Commission,
  and is subject to a confidential treatment request pursuant to Rule 24b-2 of
  the Securities Act of 1934.**

**(21) Subsidiary**

21.1 Golden Caviar Corp.

---

**SIGNATURES**

In accordance with the requirements of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

ROLLTECH, INC.

/s/ Michael Scheglov 
  By: Dr. Michael Scheglov, President and Director 
  Date: November 13, 2002

/s/ Taly Keren
  By: Taly Keren, Vice-President, Treasurer and Director 
  Date: November 13, 2002

/s/ Dr. Alexander Karapetian 
  By: 
  Dr. Alexander Karapetian, Director 
  Date: November 13, 2002

/s/ Grigoriy Goldenshteyn 
  By:
  Grigoriy Goldenshteyn, Director 
  Date: November 13, 2002

---

**Section 302 Certification by President
  and CEO**

I, Michael Scheglov, certify that:

|1 | . | I have reviewed this quarterly report on Form
      10-QSB of Rolltech, Inc.;                                             
|- | - | --------------------------------------------------------------------------------------------------------------------------
|  |   |                                                                                                                           
|2 | . | Based on my knowledge, this quarterly report
      does not contain any untrue statement of a material fact or omit       
|  |   | to state a material fact necessary to make the
      statements made, in light of the circumstances under which such      
|  |   | statements were made, not misleading with respect
      to the period covered by this quarterly report;                   
|  |   |                                                                                                                           
|3 | . | Based on my knowledge, the financial statements,
      and other financial information included in this quarterly         
|  |   | report, fairly present in all material respects
      the financial condition, results of operations and cash flows of the
|  |   | registrant as of, and for, the periods presented
      in this quarterly report;                                          
|  |   |                                                                                                                           
|4 | . | The registrant's other certifying officers and
      I are responsible for establishing and maintaining disclosure        
|  |   | controls and procedures (as defined in Exchange
      Act Rules 13a-14 and 15d-14) for the registrant and we have:        
|  |   |                                                                                                                           
|  |   | a) designed such disclosure controls and procedures
      to ensure that material information relating to the             
|  |   | registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities,           
|  |   | particularly during the period in which this
      quarterly report is being prepared;                                    
|  |   |                                                                                                                           
|  |   | b) evaluated the effectiveness of the registrant's
      disclosure controls and procedures as of a date within           
|  |   | 90 days prior to the filing date of this quarterly
      report (the "Evaluation Date"); and                              
|  |   |                                                                                                                           
|  |   | c) presented in this quarterly report our conclusions
      about the effectiveness of the disclosure controls and        
|  |   | procedures based on our evaluation as of the
      Evaluation Date;                                                       
|  |   |                                                                                                                           
|5 | . | The registrant's other certifying officers and
      I have disclosed, based on our most recent evaluation, to the        
|  |   | registrant's auditors and the audit committee
      of registrant's board of directors (or persons performing the         
|  |   | equivalent function):                                                                                                     
|  |   |                                                                                                                           
|  |   | a) all significant deficiencies in the design
      or operation of internal controls which could adversely affect the    
|  |   | registrant's ability to record, process, summarize
      and report financial data and have identified for the            
|  |   | registrant's auditors any material weaknesses
      in internal controls; and                                             
|  |   |                                                                                                                           
|  |   | b) any fraud, whether or not material, that involves
      management or other employees who have a significant           
|  |   | role in the registrant's internal controls; and                                                                           
|  |   |                                                                                                                           
|6 | . | The registrant's other certifying officers and
      I have indicated in this quarterly report whether or not there were  
|  |   | significant changes in internal controls or in
      other factors that could significantly affect internal controls      
|  |   | subsequent to the date of our most recent evaluation,
      including any corrective actions with regard to               
|  |   | significant deficiencies and material weaknesses.                                                                         

Date: November 13, 2002

> /s/ Michael Scheglov
>     -------------------------------------------------------------------
>       Michael Scheglov, President & CEO

---

**Section 302 Certification by Principal
  Financial Officer**

I, Taly Keren , certify that:

|1 | . | I have reviewed this quarterly report on Form
      10-QSB of Rolltech, Inc.;                                             
|- | - | --------------------------------------------------------------------------------------------------------------------------
|  |   |                                                                                                                           
|2 | . | Based on my knowledge, this quarterly report
      does not contain any untrue statement of a material fact or omit       
|  |   | to state a material fact necessary to make the
      statements made, in light of the circumstances under which such      
|  |   | statements were made, not misleading with respect
      to the period covered by this quarterly report;                   
|  |   |                                                                                                                           
|3 | . | Based on my knowledge, the financial statements,
      and other financial information included in this quarterly         
|  |   | report, fairly present in all material respects
      the financial condition, results of operations and cash flows of the
|  |   | registrant as of, and for, the periods presented
      in this quarterly report;                                          
|  |   |                                                                                                                           
|4 | . | The registrant's other certifying officers and
      I are responsible for establishing and maintaining disclosure        
|  |   | controls and procedures (as defined in Exchange
      Act Rules 13a-14 and 15d-14) for the registrant and we have:        
|  |   |                                                                                                                           
|  |   | a) designed such disclosure controls and procedures
      to ensure that material information relating to the             
|  |   | registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities,           
|  |   | particularly during the period in which this
      quarterly report is being prepared;                                    
|  |   |                                                                                                                           
|  |   | b) evaluated the effectiveness of the registrant's
      disclosure controls and procedures as of a date within 90        
|  |   | days prior to the filing date of this quarterly
      report (the "Evaluation Date"); and                                 
|  |   |                                                                                                                           
|  |   | c) presented in this quarterly report our conclusions
      about the effectiveness of the disclosure controls and        
|  |   | procedures based on our evaluation as of the
      Evaluation Date;                                                       
|  |   |                                                                                                                           
|5 | . | The registrant's other certifying officers and
      I have disclosed, based on our most recent evaluation, to the        
|  |   | registrant's auditors and the audit committee
      of registrant's board of directors (or persons performing the         
|  |   | equivalent function):                                                                                                     
|  |   |                                                                                                                           
|  |   | a) all significant deficiencies in the design
      or operation of internal controls which could adversely affect the    
|  |   | registrant's ability to record, process, summarize
      and report financial data and have identified for the            
|  |   | registrant's auditors any material weaknesses
      in internal controls; and                                             
|  |   |                                                                                                                           
|  |   | b) any fraud, whether or not material, that involves
      management or other employees who have a significant           
|  |   | role in the registrant's internal controls; and                                                                           
|  |   |                                                                                                                           
|6 | . | The registrant's other certifying officers and
      I have indicated in this quarterly report whether or not there were  
|  |   | significant changes in internal controls or in
      other factors that could significantly affect internal controls      
|  |   | subsequent to the date of our most recent evaluation,
      including any corrective actions with regard to               
|  |   | significant deficiencies and material weaknesses.                                                                         

Date: November 13, 2002

> /s/ Taly Keren
>     --------------------------------------------------------
>       Taly Keren, Principal Financial Officer

---

**CERTIFICATION PURSUANT
  TO** **18 U.S.C. SECTION 1350, 
  AS ADOPTED PURSUANT TO 
  SECTION 906 OF THE SARBANES -OXLEY ACT OF 2002**

In connection with the Quarterly Report of Rolltech, Inc. (the
  "Company") on Form 10-QSB for the period ending September 30, 2002 as filed
  with the Securities and Exchange Commission on the date hereof (the "Report"),
  I, Michael Scheglov, President and Chief Executive Officer of the Company, certify,
  pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
  Sarbanes -Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section
    13(a) or 15(d) of the Securities Exchange Act of 1934;
    and
2. The information contained in the Report fairly presents, in
    all material respects, the financial condition and result
    of operations of the Company.

Date: November 13, 2002

| | By: | /s/ Michael Scheglov                  
| | --- | --------------------------------------
| |     | --------------------------------------
| |     | **Michael Scheglov**                  
| |     | **President &**                       
| |     | **Chief Executive Officer**           

---

**CERTIFICATION PURSUANT
  TO** **18 U.S.C. SECTION 1350, 
  AS ADOPTED PURSUANT TO 
  SECTION 906 OF THE SARBANES -OXLEY ACT OF 2002**

In connection with the Quarterly Report of Rolltech, Inc. (the
  "Company") on Form 10-QSB for the period ending September 30, 2002 as filed
  with the Securities and Exchange Commission on the date hereof (the "Report"),
  I, Taly Keren, Principal Financial Officer of the Company, certify, pursuant
  to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley
  Act of 2002, that:

1. The Report fully complies with the requirements of section
    13(a) or 15(d) of the Securities Exchange Act of 1934;
    and;
2. The information contained in the Report fairly presents, in
    all material respects, the financial condition and result
    of operations of the Company.

|Date: November 13, 2002 | By: | /s/ Taly Keren                        
|----------------------- | --- | --------------------------------------
|                        |     | --------------------------------------
|                        |     | **Taly Keren**                        
|                        |     | **Principal Financial Officer**       

---