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 June 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                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

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

                                   206.353.8528
                            (Issuer's telephone number)

                                 15411 NE 95th Street
                               Redmond, Washington 98052
   (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 practicable date:

6,868,500 common shares outstanding as of June 30, 2002

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

<PAGE>

                         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 June 30, 2002 include all adjustments necessary
in order to ensure that the consolidated financial statements are not
misleading.

Vancouver, British Columbia
Date: September 3, 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)

                           June 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


<PAGE>

ROLLTECH, INC.
(A development stage enterprise)

Consolidated Balance Sheets
(Expressed in US Dollars)
================================================================================
                                                         June 30    December 31
                                                            2002           2001
--------------------------------------------------------------------------------
                                                     (Unaudited)

ASSETS

Current
   Cash                                               $    3,395     $   12,991
   Prepaid expenses and deposits                             945            945
--------------------------------------------------------------------------------
Total current assets                                       4,340         13,936

Property and equipment                                     3,998          4,507
--------------------------------------------------------------------------------
Total assets                                          $    8,338     $   18,443
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)

LIABILITIES

Current
   Accounts payable and accrued liabilities (Note 4)  $   69,419     $   13,035
   Due to related parties (Note 4)                       100,000           -
--------------------------------------------------------------------------------
Total current liabilities                                169,419         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
    6,868,500 (2001 - 5,868,500) common shares             6,869          5,869

Additional paid-in capital                               381,812        161,437

Deficit accumulated during the development stage        (549,762)      (161,898)
--------------------------------------------------------------------------------

Total stockholders' equity (capital deficit)            (161,081)         5,408
--------------------------------------------------------------------------------

Total liabilities and stockholders' equity
  (capital deficit)                                   $    8,338     $   18,443
================================================================================

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

<PAGE>

ROLLTECH, INC.
(A development stage enterprise)

Consolidated Statement of Changes in Stockholders' Equity (Capital Deficit)
(Unaudited)
(Expressed in US Dollars)
<TABLE>
<CAPTION>
===================================================================================================================================
                                                                                                                             Total
                                                                                                            Deficit         Stock-
                                                                                                        accumulated       holders'
                                                                                     Additional          during the         equity
                                                         Common stock                   paid-in         development       (Capital
                                               ---------------------------------
                                                  Shares              Amount            capital               stage       Deficit)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>              <C>              <C>              <C>
Shares issued for cash on inception            4,000,000         $     4,000      $    11,000      $      -         $    15,000

Shares issued for cash on July 21, 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 on:
   - April 11, 2001                                1,000                   1               99             -                 100
   - April 17, 2001                              140,000                 140           13,860             -              14,000
   - November 27, 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 on April 3, 2002 (Note 2)          1,000,000               1,000          109,000             -             110,000

Shares to be cancelled in connection with
  termination and return of license (Note 2)        -                   -            (110,000)            -            (110,000)

Stock option compensation (Note 6)                  -                   -             221,375             -             221,375

Net loss and comprehensive loss
  for the period                                    -                   -                -            (387,864)        (387,864)
-----------------------------------------------------------------------------------------------------------------------------------

Balance, June 30, 2002                         6,868,500         $     6,869          381,812      $  (549,762)     $  (161,081)
===================================================================================================================================
</TABLE>

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

<PAGE>

ROLLTECH, INC.
(A development stage enterprise)

Consolidated Statements of Operations
(Unaudited)
(Expressed in US Dollars)
================================================================================
<TABLE>
<CAPTION>
                                               Cumulative
                                                     from
                                                January 25           Three           Three             Six             Six
                                                      2000          Months          Months          Months          Months
                                            (inception) to           Ended           Ended           Ended           Ended
                                                   June 30         June 30         June 30         June 30         June 30
                                                      2002            2002            2001            2002            2001
-----------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>             <C>             <C>             <C>
Expenses
    Depreciation                             $       1,549   $         200   $          82   $         509   $         168
    Equipment rental - related parties               8,650            -              2,470            -              2,470
    Compensation (Notes 3 and 6)                   257,275         177,275          14,000         189,275          26,000
    Office and miscellaneous                        17,577           2,504           2,773           3,643           6,216
    Professional fees                               91,220          36,044           2,055          62,352           4,585
    Rent                                            19,636           2,788           2,898           5,506           5,247
    Transfer, filing and listing fees                8,448             274           2,433           1,343           6,953
    Travel and promotion                            22,504            -              1,238            -              5,523
-----------------------------------------------------------------------------------------------------------------------------
                                                  (426,859)       (219,085)        (27,949)       (262,628)        (57,162)

Other income (expense)
    Interest income                                  4,333              32             447              44           1,302
    Interest expense (Note 4)                       (5,400)         (3,227)           -             (3,444)           (295)
    Foreign exchange loss                             (176)            (51)           -               (176)           -
-----------------------------------------------------------------------------------------------------------------------------

Net loss from continuing operations               (428,102)       (222,331)        (27,502)       (266,204)        (56,155)

Loss from discontinued operations                 (121,660)       (121,660)           -           (121,660)           -
(Note 2)
-----------------------------------------------------------------------------------------------------------------------------

Net loss and comprehensive loss for
  the period                                 $    (549,762)  $    (343,991)  $     (27,502)  $    (387,864)  $     (56,155)

Loss per share
  Basic and diluted
    From continuing operations               $       (0.10)  $       (0.04)  $       (0.01)  $       (0.05)  $       (0.01)
    Discontinued operations                          (0.03)          (0.01)            -             (0.01)            -
-----------------------------------------------------------------------------------------------------------------------------

    After discontinued operations            $       (0.13)  $       (0.05)  $       (0.01)  $       (0.06)  $       (0.01)
=============================================================================================================================
Weighted average shares
  outstanding                                    4,301,074       6,835,533       5,645,067       6,354,688       5,585,959
=============================================================================================================================
</TABLE>

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

<PAGE>

ROLLTECH, INC.
(A development stage enterprise)

Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in US Dollars)
================================================================================
<TABLE>
<CAPTION>
                                                            Cumulative
                                                                  from
                                                            January 25            Six             Six
                                                                  2000         Months          Months
                                                        (inception) to          Ended           Ended
                                                               June 30        June 30         June 30
                                                                  2002           2002            2001
-------------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>
Cash used in operating activities
   Net loss from continuing operations for the period   $    (428,102)  $    (266,204)  $     (56,155)
   Adjustments to reconcile net loss to
    net cash used in operating activities:
     - depreciation                                             1,549             509             168
     - interest expense                                         1,956            -               -
     - shares issued for services                              34,100            -               -
     - stock option compensation                              165,275         165,275          14,100
   Changes in assets and liabilities:
     - increase in prepaid expenses and deposits                 (945)           -             (4,637)
     - increase (decrease) in accounts payable and
         accrued liabilities                                   69,419          56,384         (12,204)
-------------------------------------------------------------------------------------------------------
                                                             (156,748)        (44,036)        (58,728)
-------------------------------------------------------------------------------------------------------

Loss from discontinued operations                            (121,660)       (121,660)           -

Stock option compensation                                      56,100          56,100            -
-------------------------------------------------------------------------------------------------------
                                                              (65,560)        (65,560)           -
-------------------------------------------------------------------------------------------------------
                                                             (222,308)       (109,596)        (58,728)
-------------------------------------------------------------------------------------------------------

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 fixed assets                                    (5,547)           -               (370)
-------------------------------------------------------------------------------------------------------

Increase (decrease) in cash                                     3,395          (9,596)        (59,098)

Cash, beginning of period                                        -             12,991         103,825
-------------------------------------------------------------------------------------------------------
Cash, end of period                                     $       3,395   $       3,395   $      44,727
=======================================================================================================
Supplemental Information (Note 8)
=======================================================================================================
</TABLE>


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

<PAGE>

ROLLTECH, INC.
(A development stage enterprise)

Notes to Consolidated Financial Statements
June 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 of America 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.



<PAGE>

ROLLTECH, INC.
(A development stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
(Expressed in US Dollars)
================================================================================


1.   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 June 30, 2002, the Company has recognized no revenue and
     has accumulated operating losses of approximately $550,000 since its
     inception, has a working capital deficiency of $165,079 and returned to
     inactive status in June 2002 upon disposal of its recently purchased 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.

2.   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.


<PAGE>

ROLLTECH, INC.
(A development stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
(Expressed in US Dollars)
================================================================================



2.   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 six-month period ended June 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 six months ended June 30,
     2002. There was no activity between the June measurement date and the July
     disposal date.

     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 June 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.

<PAGE>

ROLLTECH, INC.
(A development stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
(Expressed in US Dollars)
================================================================================



3.   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:

     ---------------------------------------------------------------------------
                                                       Six months     Six months
                                                       ended June     ended June
                                                         30, 2002       30, 2001
     ---------------------------------------------------------------------------
     Management compensation                           $   24,000    $   24,000
     Equipment rental                                        -            2,470
     ---------------------------------------------------------------------------
                                                       $   24,000    $   26,470
     ===========================================================================

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

4.   Due to Related Parties

     During the six months ended June 30, 2002, the Company obtained loans from
     two directors totalling $100,000, bearing interest at 15% per annum and
     repayable on demand. The loans, by way of promissory notes, are
     collateralized by a security interest over all the Company's present and
     after-acquired property. Interest accrued on these loans for the six months
     ended June 30, 2002 totalled $3,227 (2001 - $Nil).

     Other amounts due to these directors in respect of expenses requiring
     reimbursement and unpaid management fees are unsecured, non-interest
     bearing and repayable on demand. The amount owing in this regard was
     $34,603 and included in accounts payable and accrued liabilities at June
     30, 2002 (December 31, 2001 - $7,300).

5.   Commitments

     The following commitments commenced during the period and were terminated
     during the period. (Note 2)


<PAGE>

ROLLTECH, INC.
(A development stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
(Expressed in US Dollars)
================================================================================



5.   Commitments (continued)

     (a)  Effective May 1, 2002, the Company's wholly-owned subsidiary entered
          into an agreement to lease a bunkhouse, residence and processing
          building, all located in Petersburg, Alaska. The term of the lease was
          to be from June 15, 2002 to September 15, 2002 and required the
          following payments:

               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 into 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.


<PAGE>

ROLLTECH, INC.
(A development stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
(Expressed in US Dollars)
================================================================================



6.   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 June 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 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 six-month periods
     ended June 30, 2002 and 2001 resulting from the granting of stock options
     is as follows:

     ---------------------------------------------------------------------------
                                                             2002         2001
     Continuing operations - compensation
       expense                                          $  165,275   $     -
     Discontinued operations                                56,100         -
     ---------------------------------------------------------------------------
     Total                                              $  221,375   $     -
     ===========================================================================


<PAGE>

ROLLTECH, INC.
(A development stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
(Expressed in US Dollars)
================================================================================



7.   Comparative Figures

     Certain comparative figures were reclassified to conform with the current
     period's presentation.

8.   Supplemental Cash Flow Information

<TABLE>
<CAPTION>
                                                            Cumulative
                                                                  from
                                                            January 25            Six             Six
                                                                  2000         Months          Months
                                                        (inception) to          Ended           Ended
                                                               June 30        June 30         June 30
                                                                  2002           2002            2001
-------------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>
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 pending return of
     shares (Note 2)                                    $    (110,000)  $    (100,000)  $        -
   - stock option compensation (Note 6)                 $     221,375   $     221,375   $        -
</TABLE>

9.   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.


<PAGE>

ROLLTECH, INC.
(A development stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
(Expressed in US Dollars)
================================================================================



9.   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.

     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.

<PAGE>

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

<PAGE>

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.

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 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.

<PAGE>

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 six months ended June 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
opportunity 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.

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;

(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;

<PAGE>

(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;

(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 allow.

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

<PAGE>

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 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

<PAGE>

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 second 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 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.

<PAGE>

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 six month period ended June 30, 2002, we incurred a loss of $387,864,
including $121,660 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 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.

<PAGE>

Lack of Market Research or Marketing Organization

We have not conducted or received 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.

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 to 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.

<PAGE>

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 38.42% 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
unrelated 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.

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 expressed 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

<PAGE>

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.

                            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.

None

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 of 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

<PAGE>

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 Aug. 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

<PAGE>

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.


By:  /s/ Michael Scheglov
   ----------------------------------------------
Dr. Michael Scheglov, President and Director
Date: September 3, 2002

By:  /s/ Taly Keren
   ----------------------------------------------
Taly Keren, Vice-President, Treasurer and Director
Date: September 3, 2002


By:  /s/ Dr. Alexander Karapetian
   ----------------------------------------------
Dr. Alexander Karapetian, Director
Date: September 3, 2002


By:  /s/ Grigoriy Goldenshteyn
   ----------------------------------------------
Grigoriy Goldenshteyn, Director
Date: September 3, 2002



<PAGE>

                           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 June 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), we, Michael Scheglov,
Chief Executive Officer and Taly Keren Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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 results of operations of the Company.



Dated September 3, 2002                   /s/Michael Scheglov
                                         _____________________________________
                                         Michael Scheglov
                                         President and Chief Executive Officer


Dated September 3, 2002                  /s/Taly Keren
                                         _____________________________________
                                         Taly Keren
                                         VP and Chief Financial Officer

<PAGE>