UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

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

          For the transition period from ______________ to ____________
                        Commission file number 000-32275

 Joshua Tree Construction, Inc. (Formerly Known As Joshua Tree Finishers, Inc.)
                 (Name of Small Business Issuer in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   88-0432004
                     (I.R.S. Employer Identification Number)

                    3635 Boardman Canfield Road, Canfield, OH
                    (Address of principal executive offices)

                                      44406
                                   (Zip code)

                    Issuer's telephone number: (330) 702-3777

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

Securities registered under section 12(g) of the Act: Common Stock, $0.001 par
value per share, 20,000,000 shares authorized, 15,319,802 issued and outstanding
as of March 20, 2002.

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: $173,748

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) $419,946, as of March 20, 2002

<PAGE>


PART I

ITEM 1.   DESCRIPTION OF BUSINESS

         We were incorporated under the laws of the State of Nevada on July 23,
1999, under the name "Joshua Tree Finishers, Inc." We subsequently changed our
name, on August 25, 2000, to "Joshua Tree Construction, Inc."

         From inception, until the second quarter of 2001, we were a
construction finish work and build-out company. We offered a variety of
contracting services (including installation and design), for both new and
renovation projects in the commercial, industrial, and residential markets in
Southern Nevada. During and after the second quarter of 2001, and through
December 31, 2001, we generated no revenues, and had no active business.

         On March 15, 2002, we acquired all of the outstanding common stock of
American Health and Diet Centers, Inc. ("AHDC") from Keith Frankel and Melvin
Simon. AHDC sells, under the names "Vitamin Health Centers" and "Nutritionary,"
vitamins and nutraceuticals (which are a type of naturally-based nutritional
supplement which can come in a variety of forms, such as powders, pills or
liquids) through a chain of 21 kiosk locations in shopping malls in the Eastern
United States, in the States of New York, New Jersey, Pennsylvania, Delaware and
Florida.

         The material terms of the transaction were as follows:

         CONSIDERATION: We issued to Messrs. Simon and Frankel an aggregate of
$3.0 million in 7%, two-year promissory notes (collectively, the "Notes"), which
are guaranteed by AHDC, and further issued to Messrs. Simon and Frankel an
aggregate of 2.2 million warrants to purchase our common stock at $0.25 per
share, exercisable immediately and for a five-year period ending in March, 2007.
We have undertaken an obligation to register the shares of common stock
underlying these warrants in a registration statement to be filed with the
United States Securities and Exchange Commission not less than 60 days following
the closing of the transaction.

         SECURITY: To secure our obligations under the transaction documents, we
executed in favor of Messrs. Simon and Frankel security agreements, whereby the
Company and AHDC (as a wholly-owned subsidiary) pledged our respective assets as
security for the Notes and related obligations. We also executed a pledge
agreement in favor of Messrs. Simon and Frankel pledging the shares of AHDC.
Additional security was provided to Messrs. Simon and Frankel in the form of a
limited guaranty and mortgage on the personal residence of our President, Daniel
Hoyng.

         OTHER MATERIAL AGREEMENTS WITH MR. FRANKEL: Mr. Frankel will initially
have the right to appoint three of the five members of our board of directors.
We further entered into a two-year consulting agreement with Mr. Frankel, in
consideration of which Mr. Frankel was granted options to purchase up to
3,500,000 shares of our common stock, at $0.25 per share, exercisable
immediately and for a five-year period ending in March, 2007. We have undertaken
an obligation to register the shares of common stock underlying these options in
a registration statement to be filed with the United States Securities and
Exchange Commission not less than 60 days following the closing of the
transaction.

<PAGE>


         OTHER MATERIAL CONTRACTUAL UNDERTAKINGS: We also undertook to provide,
after the closing of the acquisition, a minimum of $300,000 in working capital
to AHDC, and to pay down outstanding debt owed by AHDC to Hudson United Bank in
the amount of approximately $3.35 million and outstanding receivables to
Vitaquest International, Inc. ("Vitaquest"), an entity for which Mr. Frankel
serves as President and Chief Executive Officer, in the amount of $1.8 million.
Additionally, AHDC entered into an exclusive manufacturing agreement with
Vitaquest for an initial period of five years to fulfill its vitamin and
nutraceutical requirements.

         On April 3, 2002, we received notice from Keith Frankel and Melvin
Simon of certain defaults under the AHDC transaction documents, for failure to
timely make certain payments thereunder. We have thirty (30) days from the date
of such notice to cure the defaults specified in the notice, and we anticipate
curing the defaults within such time period.

         As of March 31, 2002, AHDC had 105 full time employees, none of whom
are participants in any collective bargaining arrangement. AHDC has an exclusive
manufacturing agreement with Vitaquest International, Inc., a New Jersey-based
manufacturer which supplied AHDC, at the time we acquired AHDC, with
approximately 80% of its vitamin and nutraceutical requirements. AHDC has no
customers upon which it is dependent. AHDC has no significant costs relating to
compliance with federal, state and/or local environmental laws, and has not
engaged in any research or development activities in the last two fiscal years.
AHDC itself is not required to obtain governmental approval for the products it
sells, though the vitamin and nutraceutical products it sells are regulated by
the federal Food and Drug Administration ("FDA"), which has oversight over the
manufacture and marketing of these products. AHDC itself is not subject to any
significant governmental regulations, though if the FDA were to restrict or
prohibit the manufacture of any of the vitamin or nutraceutical products AHDC
sells, this would have an impact on AHDC's business, by restricting the products
it would be able to sell. AHDC has licensed the rights from third parties to
certain trademarks with respect to certain products it sells, and owns certain
trademarks with respect to other products it sells. AHDC, since January 1, 2002,
has introduced four new products, three of which are weight-management products,
and one of which is what is known in the market as an "anti-aging" product,
which may slow the body's "biological clock." Generally speaking, AHDC's
business is intensely competitive, with a wide variety of competitors who sell
similar products, either in stores (such as pharmacies, grocery stories, or
stores specifically devoted to the sale of vitamins and/or nutraceuticals, such
as, by way of example, The Vitamin Shoppe and GNC) or over the Internet. These
competitors can be larger than AHDC, and may possess greater financial and other
resources which would give them an advantage in securing supplies and sales
locations, as well as pricing. AHDC competes largely on the basis of the price
of its products, its product selection, its staff training, and the convenience
of the location of its kiosks.

         As of the date hereof, the parent company, Joshua Tree Construction,
Inc., has 13 full time employees who devote substantially all of their time to
the management and administration of AHDC's business operations. None of these
individuals are participants in any collective bargaining arrangement.

ITEM 2.  DESCRIPTION OF PROPERTY

         As of December 31, 2001, we had no significant plants or other physical
property.

         As a result of the acquisition of AHDC referred to in Item 1, above, we
acquired certain properties, including commercial leases in 21 shopping malls
where AHDC's kiosks are located, as well as the inventory for these kiosks and
related computer systems used in AHDC's business. These leases were negotiated
by AHDC with the landlords for the properties where the kiosks are located. The
leases are generally three to five years in duration, and provide for an annual
rent based on the square footage leased.

<PAGE>


         We currently sub-sublease space at 3635 Boardman Canfield Road,
Canfield OH 44406 from Infotopia, Inc. pursuant to an unwritten agreement with
Infotopia. Daniel Hoyng and Marek Lozowicki, our officers and directors, are
also officers and directors of Infotopia, Inc. We are currently obligated to pay
$6,308 to the sublandlord per month for the space. The sublease to which the
sub-sublease is subject expires in April, 2004.

         AHDC leases approximately 5,000 square feet for its corporate offices
at 100 Lehigh Drive, Fairfield, New Jersey, from an entity controlled by Keith
Frankel's family. The lease is for 3 years, and expires in 2003. The annual
rental is $36,000. Additionally, AHDC leases approximately 3,500 square feet of
space at 21 Dwight Street, in Fairfield, New Jersey, which is used for
distribution. The lease is on a year-to-year basis, and calls for rent in the
amount of $1,000 per month, plus a charge of $8 per pallet space used; AHDC, on
average, utilizes approximately 50 pallet spaces per month.

         The condition of all of the property, plant and equipment described
above is good.

ITEM 3.  LEGAL PROCEEDINGS

         As of December 31, 2001, and as of the date hereof, we were not
involved in any material legal proceedings.

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

         During the fourth quarter of the period covered by this report, no
matters were submitted to a vote of security holders, except that on November 6,
2001, a form of consent of majority shareholder, executed pursuant to the
provisions of the Nevada General Corporation Law, elected Vincent Hesser as our
sole director and officer.

PART II

ITEM 5.  MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS

         The principal market for our common stock to the Over-the-Counter
Bulletin Board, or OCTBB, where our stock trades under the symbol "JSHT."
Effective December 24, 2001, we effected a 1:10 reverse split of our common
stock.

         The following chart shows the high and low bid information for our
stock during that portion of the last two fiscal years during which our common
stock traded, which reflect inter-dealer prices, without retail markups or
markdowns or commissions, and may not represent actual transactions. These
quotes were obtained from the database maintained at www.clearstation.etrade.com
on April 9, 2002.

                                            High                  Low

4Q 2001                                     $1.00                $0.65
3Q 2001 (after July 25, 2001)               $0.65                $0.65

         This database first gives a quotation for our common stock on June 14,
2001, at a price of $1,800 per share, which was the same price quoted (with no
volume) through July 24, 2001.

<PAGE>


         As of March 20, 2002, we had 26 holders of record of our common stock,
according to Pacific Stock Transfer Company, the transfer agent for our common
stock.

         We have historically not paid dividends on our common stock, and
because of the need for working capital in the foreseeable future, it is
unlikely that we will pay dividends in the near future.

         Reference is made to Item 11, below, for a discussion of the sales of
unregistered securities by us since January 1, 2002; each of the transactions
described therein was exempt from registration under the Securities Act of 1933,
as amended, by virtue of the provisions of Section 4(2) thereof.

         The following are the sales of unregistered securities made by the
Company before December 31, 2001: (i) on July 26, 1999, we issued 2,000,000
(pre-split) shares for an aggregate consideration of $2,000, to two founding
shareholders, pursuant to the exemption provided for under Section 4(2) of the
Securities Act of 1933, as amended; (ii) in February, 2000, we completed an
offering of 997,300 (pre-split) shares of our common stock to approximately 54
unaffiliated shareholders, at a price of $0.05 per share, for an aggregate
consideration of $49,865, such offering was made in reliance upon the exemption
from the registration provisions of the Securities Act of 1933, as amended,
provided for under Rule 504 of Regulation D promulgated under such Act and in
reliance on the participants in such offering providing backup documentation
which enabled us to determine that such exemption was available; (iii) 100,000
shares were issued in July 2000 to a shareholder and director, Boyd Bulloch, in
connection with a management agreement, pursuant to the exemption provided for
under Section 4(2) of the Securities Act of 1933, as amended; and (iv) 25,000
shares issued to a noteholder on April 20, 2001, as an enticement in connection
with the extension of a loan, pursuant to the exemption provided for under
Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion and analysis should be read in conjunction
with our consolidated financial statements and notes included in the financial
statement contained elsewhere in this annual report.

         RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2001 COMPARED TO
THE YEAR ENDED DECEMBER 31, 2000

         Revenues totalled $173,748 for the fiscal year ended December 31, 2001
("Fiscal 2001"), compared to $33,869 for the fiscal year ended December 31, 2000
("Fiscal 2000"), an increase of 513%, with the gross profit for Fiscal 2001
being $3,776, as compared to $4,457 for Fiscal 2000, a decline of 15.3%. The
cost of goods sold in Fiscal 2001 was $169,972, compared to $29,412 for Fiscal
2000, an increase of 577.9%. The increase in revenues and related cost of goods
sold is attributable to an increase in the number of projects we were hired to
perform during Fiscal 2001 compared to Fiscal 2000.

         General administrative expenses totalled $32,500 for Fiscal 2001,
compared to $31,098 for Fiscal 2000, an increase of approximately 4.5%.
Depreciation expense for Fiscal 2001 was $3,415, compared to $3,124 for Fiscal
2000, an increase of 9.3%. Total expenses were $35,915 for Fiscal 2001, compared
to $34,222 for Fiscal 2000, an increase of 4.9%. The increase in expenses
related to our greater business activity in Fiscal 2001, compared to Fiscal
2000.

<PAGE>


         With respect to other income or (expense) in Fiscal 2001, we had
interest income of $807, against no interest income in Fiscal 2000, an infinite
increase, based on investments that we had in Fiscal 2001 but did not have in
Fiscal 2000. Additionally, in Fiscal 2001, we incurred a loss on the sale of
assets of ($4,497), against no such loss in Fiscal 2000, based on two sales of
our assets described in Note 4 to the financial statements.

         We incurred a net (loss) in Fiscal 2001 of ($35,829), against a net
(loss) in Fiscal 2000 of ($29,765), an increased (loss) of (20.3%), which was
largely due to the (loss) on the sale of our assets described in Note 4 to the
financial statements. On a per-share basis, our loss remained the same in Fiscal
2001, ($0.01) as it was in Fiscal 2000, ($0.01), based upon a weighted average
number of common shares outstanding, without giving effect to a 1:10 reverse
split of our common stock that became effective on December 24, 2001.

         FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 2001, we had a total shareholders' (deficit) of
($10,106), and cash in the amount of $5,269.

         During Fiscal 2001, we used approximately ($38,047) of cash for
operating activities primarily to fund its net loss of ($35,829). During Fiscal
2001, cash flows from investing activities provided $12,842, and cash flows from
financing activities (the note payable referred to in Note 5 of the financial
statements) provided $15,375. The Company's net loss of ($35,829) increased its
accumulated deficit to ($10,106) at December 31, 2001.

         During Fiscal 2000, we received $46,265, net of offering costs in the
amount of $1,800, in an offering pursuant to Rule 504 promulgated under the
Securities Act of 1933; this transaction is described in Note 7 to the financial
statements. In Fiscal 2001, we received short-term financing from an individual
in the amount of $50,000, upon which interest in the amount of $3,750 had been
paid, with a balance of $15,375 on principal remaining outstanding as of
December 31, 2001.

         Effective December 24, 2001, we effected a 1:10 reverse split of our
common stock. The numbers of shares and prices per share in the financial
statements and notes included herein have not been retroactively restated for
the effects of the reverse split.

         Subsequent to the end of Fiscal 2001, we sold an aggregate of 3,000,000
shares of our common stock, at a purchase price of $0.25 per share, pursuant to
subscription agreements entered into between our Company and Thomson Kernaghan &
Co., Ltd., aggregate payments in the amount of $750,000 being made to us on
January 15, February 14 and March 4, 2002. We have entered into a further
subscription agreement to sell to Thomson Kernaghan & Co., Ltd. an additional
6,770,072 shares of our common stock for an aggregate purchase price of
$1,692,518, which is payable in installments, with the first payment of $492,518
due on April 15, 2002, followed by twelve equal weekly

<PAGE>


payments of $100,000 through July, 2002. These 6,770,072 shares have been placed
in escrow, pending receipt by us of the foregoing payments.

         On January 11, 2002, we sold 200,000 shares of our Series A Convertible
Preferred Stock for an aggregate purchase price of $20,000, to Canadian
Advantage Limited Partnership, a Canadian investment fund ("CALP"), and
Advantage (Bermuda) Fund, Ltd. ("ABFL"), a Bermuda Investment Fund. CALP
provided 77% of the purchase price, and was the owner of 77% of the shares so
purchased, with ABFL providing 23% of the purchase price, and was the owner of
23% of the shares so purchased. The shares of this series of preferred stock
were convertible into our common stock at a ratio of 100 shares of common stock
for each share of preferred stock. CALP and ABFL have converted an aggregate of
32,500 shares of Series A Convertible Preferred Stock into an aggregate of
3,250,000 shares of our common stock, with CALP owning 77% of such shares and
ABFL owning 23% of such shares. The remaining 167,500 shares of Series A
Convertible Preferred Stock were cancelled, pursuant to an agreement with us
dated February 15, 2002.

         On April 3, 2002, we received notice from Keith Frankel and Melvin
Simon of certain defaults under the AHDC transaction documents for failure to
timely make certain payments required thereunder. We have thirty (30) days from
the date of such notice to cure the defaults specified in the notice, and we
anticipate curing the defaults within such time period.

         FORWARD-LOOKING STATEMENTS

         In this annual report, we include some forward-looking statements that
involve substantial risks and uncertainties and other factors that may cause our
operational and financial activity and results to differ from those expressed or
implied by these forward-looking statements. In many cases, you can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate," "plan," "intend" and "continue," or similar
words. You should read statements that contain these words carefully because
they discuss our future expectations, contain projections of our future results
of operations or of our financial condition, or state other "forward-looking"
information.

         You should not place undue reliance on these forward-looking
statements. The section captioned "Management's Discussion and Analysis of
Financial Condition and Plan of Operations," as well as any cautionary language
in this annual report, provide examples of risks, uncertainties and events that
may cause our actual results to differ materially from our expectations.

         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. We do not undertake any
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. Because of the risks
and uncertainties, the forward-looking events and circumstances discussed in
this annual report might not occur.

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS



                            AUDITOR'S CONSENT LETTER



April 12, 2002


To Whom It May Concern:

The firm of Leland L. Williams, CPA, consents to the inclusion of my report of
April 12, 2002, on the Consolidated Financial Statements of Joshua Tree
Construction, Inc. and its subsidiary for the periods ended December 31, 2001
and December 31, 2000, in any filings which are necessary now or in the near
future to be filed with the United States Securities and Exchange Commission.

Signed,


/s/ Leland L. Williams, CPA

Leland L.Williams, CPA


<PAGE>


                   JOSHUA TREE CONSTRUCTION, INC. & SUBSIDIARY
                     [FORMERLY JOSHUA TREE FINISHERS, INC.]

                          AUDITED FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                       AND
                                DECEMBER 31, 2000


<PAGE>


                   Joshua Tree Construction, Inc. & Subsidiary
                     [Formerly Joshua Tree Finishers, Inc.]

                                Table of Contents

                           December 31, 2001 and 2000


                                                                           PAGE
                                                                           ----
Independent Auditor's Report                                                1

Consolidated Balance Sheet                                                  2

Consolidated Statement of Operations                                        3

Consolidated Statement of Changes in Stockholders' Equity                   4

Consolidated Statement of Cash Flows                                        5

Footnotes                                                                   6


<PAGE>


[Letterhead of Leland L. Williams, MBA, CPA]


Board of Directors
Joshua Tree Construction, Inc. & Subsidiary
(Formerly Joshua Tree Finishers, Inc.)
Las Vegas, Nevada


We have audited the accompanying consolidated balance sheet of Joshua Tree
Construction, Inc. and its subsidiary as of December 31, 2001 and 2000, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years ended December 31, 2001 and 2000. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

We were unable to verify the number of shares of common and preferred stock
outstanding at December 31, 2001. Accordingly, the presentation of stockholders'
equity and the statement changes in stockholders' equity may be affected by
amounts which we cannot determine.

In our opinion, except for the matter described in the preceding paragraph, the
financial statements referred to above present fairly, in all material respects,
the financial position of Joshua Tree Construction, Inc. and its subsidiary as
of December 31, 2001 and 2000, and the results of its operations and cash flows
for the years then ended, in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 8 of the consolidated
financial statements, the Company has had limited operations. This raises
substantial doubt about its ability to continue as a going concern. Management's
plan in regard to these matters is also discussed in Note 8. The consolidated
financial statements do not include adjustments that might result from the
outcome of this uncertainty.


/s/ Leland L. Williams
April 12, 2002


<PAGE>

                 JOSHUA TREE CONSTRUCTION, INC. & SUBSIDIARY
                   [FORMERLY JOSHUA TREE FINISHERS, INC.]
                                BALANCE SHEET

<TABLE>
<CAPTION>
                                                                   December 31,
                                                             ---------------------
                                                               2001         2000
                                                             --------     --------
<S>                                                          <C>          <C>
ASSETS

Current assets:
  Cash                                                       $  5,269     $ 15,099
  Prepaid expenses                                                 --          213
  Costs and estimated earnings in excess of billings               --           --
                                                             --------     --------
    Total current assets                                        5,269       15,312

Property, plant and equipment, net                                 --       16,257

Total Assets                                                 $  5,269     $ 31,569
                                                             ========     ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts Payable                                                 --        1,143
  Note Payable                                                 15,375           --
  Billings in excess of costs and estimated earnings               --        5,953
                                                             --------     --------
    Total current liabilities                                  15,375        7,096
                                                             --------     --------

Total liabilities                                              15,375        7,096
                                                             --------     --------

Stockholders' Equity:
Preferred stock, $0.001 par value, 5,000,000
  shares authorized, no shares issued
  or outstanding as of 12/31/01 and 12/31/00                       --           --
Common stock, $0.001 par value, 20,000,000
  shares authorized, 3,122,300 and 3,097,300 shares issued
  and outstanding as of 12/31/01 and 12/31/00, respectively     3,122        3,097
Additional paid-in capital                                     53,193       51,968
(Deficit)/Retained earnings                                   (66,421)     (30,592)
                                                             --------     --------
Total stockholders' equity (deficit)                          (10,106)      24,473
                                                             --------     --------

Total Liabilities and Stockholders' Equity                   $  5,269     $ 31,569
                                                             ========     ========
</TABLE>


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


                   JOSHUA TREE CONSTRUCTION, INC. & SUBSIDIARY
                     [FORMERLY JOSHUA TREE FINISHERS, INC.]
                             STATEMENT OF OPERATIONS

                                                       For the years ended
                                                           December 31,
                                                 ------------------------------
                                                      2001                2000
                                                 -----------        -----------

Revenue                                          $   173,748        $    33,869
Cost of goods sold                                   169,972             29,412
                                                 -----------        -----------

Gross profit                                           3,776              4,457

Expenses:
  Depreciation expense                                 3,415              3,124
  General administrative expenses                     32,500             31,098
                                                 -----------        -----------
Total expenses                                        35,915             34,222
                                                 -----------        -----------

Other income (expense):
  Interest income                                        807                 --
  (Loss) on the sale of assets                        (4,497)                --
                                                 -----------        -----------
Total other income (expense)                          (3,690)                --
                                                 -----------        -----------

Net income or (loss)                             $   (35,829)       $   (29,765)
                                                 ===========        ===========

Weighted average number of
common shares outstanding                          3,114,766          2,954,633
                                                 ===========        ===========

Net income (loss) per share                      $     (0.01)       $     (0.01)
                                                 ===========        ===========



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


                   JOSHUA TREE CONSTRUCTION, INC. & SUBSIDIARY
                     [FORMERLY JOSHUA TREE FINISHERS, INC.]
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                        Deficit
                                                                      Accumulated
                                    Common Stock          Additional   During the       Total
                                ----------------------     Paid-in    Development    Stockholders'
                                  Shares       Amount      Capital       Stage          Equity
                                ---------    ---------    ---------   -----------    -------------
<S>                             <C>          <C>          <C>          <C>             <C>
August 1999
  Founders shares               2,000,000    $   2,000    $      --    $      --       $   2,000

Net loss
  July 23, 1999 (inception) to
  December 31, 1999                                                         (827)           (827)
                                ---------    ---------    ---------    ---------       ---------

Balance, December 31, 1999      2,000,000        2,000           --         (827)          1,173

February 2000
  Issued for cash
  pursuant to 504 offering        961,300          961       45,304                       46,265

February 2000
  Issued for services
  pursuant to 504 offering         36,000           36        1,764                        1,800

July 2000
  Issued for services             100,000          100        4,900                        5,000

Net loss for the year ended
December 31, 2000                                                        (29,765)        (29,765)
                                ---------    ---------    ---------    ---------       ---------

Balance, December 31, 2000      3,097,300    $   3,097    $  51,968    $ (30,592)      $  24,473

April 2001
  Issued for debt enticement       25,000           25        1,225                        1,250

Net loss for the year ended
December 31, 2001                                                        (35,829)        (35,829)
                                ---------    ---------    ---------    ---------       ---------

Balance, December 31, 2001      3,122,300    $   3,122    $  53,193    $ (66,421)      $ (10,106)
                                =========    =========    =========    =========       =========
</TABLE>


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

<PAGE>


                   JOSHUA TREE CONSTRUCTION, INC. & SUBSIDIARY
                     [FORMERLY JOSHUA TREE FINISHERS, INC.]
                             STATEMENT OF CASH FLOWS


                                                         For the years ended
                                                      --------------------------
                                                      December 31,  December 31,
                                                         2001          2000
                                                      ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income                                      $ (35,829)    $ (29,765)

Adjustments to reconcile net (loss) to net cash (used)
by operating activities:
  Stock issued for services                                   --         6,800
  Stock issued as an enticement for note payable           1,250
  Depreciation expense                                     3,415         3,124
  Prepaid expenses                                           213          (213)
  Accounts payable                                        (1,143)        1,143
  Billings in excess of costs and estimated earnings      (5,953)        5,953
  Employee advances                                           --            --
                                                       ---------     ---------
Net cash (used) by operating activities                  (38,047)      (12,958)
                                                       ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                                (3,605)      (19,381)
  Sale of fixed assets                                    16,447            --
                                                       ---------     ---------
Net cash (used) by investing activities                   12,842       (19,381)
                                                       ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock                                                --        46,265
  Note payable                                            15,375            --
                                                       ---------     ---------
Net cash provided by financing activities                 15,375        46,265
                                                       ---------     ---------

Net increase in cash                                      (9,830)       13,926
Cash - beginning                                          15,099         1,173
                                                       ---------     ---------
Cash - ending                                          $   5,269     $  15,099
                                                       =========     =========

Supplemental disclosures:
  Interest paid                                        $   3,750     $      --
                                                       =========     =========
  Income taxes paid                                    $      --     $      --
                                                       =========     =========

Non-cash transactions:
  Stock issued for services                            $      --     $   6,800
                                                       =========     =========
  Number of shares issued for services                        --       136,000
                                                       =========     =========
  Stock issued as an enticement for a note payable     $   1,250     $      --
                                                       =========     =========
  Number of shares issued as an enticement                25,000            --
                                                       =========     =========



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


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized on July 23, 1999 (Date of Inception) under the laws of
the State of Nevada, as Joshua Tree Finishers, Inc. The Company is authorized to
issue 20,000,000 shares of $0.001 par value common stock and 5,000,000 shares of
$0.001 par value preferred stock.

On July 21, 2000, the Company changed its name from Joshua Tree Finishers,  Inc.
to Joshua Tree Construction, Inc.

On September  12,  2000,  the Company  organized  under the laws of the State of
Nevada its only  wholly-owned  subsidiary  whose name is Joshua Tree  Finishers,
LLC.

On  March  29,  2001,  the  Company  received  approval  for a class  B  general
contractor's license in the State of Nevada and will specialize in small general
construction projects, tenant improvements, and construction finish work.

On November 6, 2001,  the Company  dissolved  its only  wholly-owned  subsidiary
whose name is Joshua Tree Finishers, LLC.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Accounting policies and procedures have not been determined except as follows:

ACCOUNTING METHOD
     The Company reports income and expenses on the accrual method.

PRINCIPLES OF CONSOLIDATION
     The consolidated  financial  statements include the accounts of the Company
     and  its  wholly  owned  subsidiary,   Joshua  Tree  Finishers,   LLC.  All
     significant inter-company accounts and transactions have been eliminated in
     consolidation.

REVENUE RECOGNITION
     Revenues   from    construction    contracts   are    recognized   on   the
     percentage-of-completion method, measured by the percentage of total direct
     job costs  incurred to date to  estimated  total  direct job costs for each
     contract.  This method is used because management considers expended direct
     job costs to be the best available measure of progress on contracts.

     Contract costs include all direct material,  labor and  sub-contract  costs
     and those indirect costs related to contract performance,  such as indirect
     labor,  supplies,  tools and repair costs. General and administrative costs
     are charged to expense as  incurred.  Provisions  for  estimated  losses on
     uncompleted  contracts  are made in the  period in which  such  losses  are
     undetermined.  Changes in job  performance,  job conditions,  and estimated
     profitability, including those arising from

<PAGE>


     contract penalty provisions and final contract  settlements,  may result in
     revisions to costs and income and are recognized in the period in which the
     revisions are determined.

     Receivables and payables  related to  construction  contracts are generally
     expected to be paid in less than one year.

ESTIMATES
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenue  and  expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

CASH AND CASH EQUIVALENTS
     The Company maintains a cash balance in a non-interest-bearing account that
     currently does not exceed federally insured limits.  For the purpose of the
     statements of cash flows,  all highly liquid  investments  with an original
     maturity of three  months or less are  considered  to be cash  equivalents.
     Cash  equivalents  include  money  market  funds of $432 as of December 31,
     2001.


<PAGE>


PROPERTY, PLANT AND EQUIPMENT
     Depreciation  of property,  plant and equipment is provided  principally on
     the straight-line method based upon the following useful lives:
               Construction equipment             5 years
               Computer equipment                 5 years
               Office furniture / fixtures        5 years
               Vehicle                            5 years

REPORTING ON THE COSTS OF START-UP ACTIVITIES
     Statement of Position 98-5 (SOP 98-5),  "Reporting on the Costs of Start-Up
     Activities," which provides guidance on the financial reporting of start-up
     costs and organizational  costs, requires most costs of start-up activities
     and organizational costs to be expensed as incurred.  SOP 98-5 is effective
     for fiscal years  beginning  after December 15, 1998.  With the adoption of
     SOP 98-5,  there has been  little or no effect on the  Company's  financial
     statements.

LOSS PER SHARE
     Net loss per share is provided in  accordance  with  Statement of Financial
     Accounting  Standards No. 128 (SFAS #128) "Earnings Per Share".  Basic loss
     per share is computed by dividing losses  available to common  stockholders
     by the weighted  average  number of common  shares  outstanding  during the
     period.  As of December 31, 2001, the Company had no dilutive  common stock
     equivalents, such as stock options or warrants.

DIVIDENDS
     The Company has not yet adopted any policy regarding  payment of dividends.
     No dividends have been paid or declared since inception.

YEAR END
     The Company has adopted December 31 as its fiscal year end.

NOTE 3 - CONSTRUCTION-IN-PROGRESS

Costs and estimated earnings in excess of billings on uncompleted
   contracts                                                            $ --

Billings in excess of costs and estimated earnings on uncompleted
   contracts                                                            $ --

As of December 31, 2001, the Company had no jobs in progress.

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

The Company acquired the following  equipment during the year ended December 31,
2001:

<PAGE>


         Construction Equipment             $   1,637
         Computer Equipment                     1,968
                                            ---------
                                                3,605

Depreciation expense for the year ended December 31, 2001 totaled $3,415.

On August 17, 2001, the Company sold a truck with a net book value of $8,870 for
cash in the amount of $7,500.  The sale of this  fixed  asset  created a loss of
$1,370.

On November 6, 2001,  David and Amy Rooker,  the Company's  officers & directors
received all the fixed  assets of the Company for $4,449.  The net book value of
all the fixed assets totaled $7,576,  the sale of all the fixed assets created a
loss of $3,127.

NOTE 5 - NOTE PAYABLE

On March 20, 2001, the Company received short-term  financing from an individual
in the amount of $50,000.  During the six-month  term of the note the annualized
percentage  rate is 15%.  The Company  will pay  interest  payments on a monthly
basis and at the end of the term the final interest payment and the principal is
due. In addition,  the  individual  received  25,000  shares of $0.001 par value
common stock as an enticement  within 30 days from the execution of the note. As
of December  31,  2001,  interest  has been paid in the amount of $3,750 and the
balance of the note is $15,375.

NOTE 6 - INCOME TAXES

Income  taxes are  provided  for using the  liability  method of  accounting  in
accordance with Statement of Financial  Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes". A deferred tax asset or liability is recorded for
all temporary  differences  between  financial and tax  reporting.  Deferred tax
expense  (benefit)  results from the net change  during the year of deferred tax
assets and  liabilities.  There is no provision  for income taxes for the period
ended June 30, 2001 due to the net loss.

NOTE 7 - STOCKHOLDER'S EQUITY

The Company is  authorized  to issue  20,000,000  shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.

During August 1999, the Company issued  2,000,000 shares of its $0.001 par value
common stock to the founders of the Company for cash in the amount of $2,000. Of
the  total   received,   $2,000   represents   common  stock  and  there  is  no
additional-paid-in-capital.

<PAGE>


During  February  2000,  the Company  closed its  offering  pursuant to Rule 504
promulgated  under the  Securities  Act of 1933,  as amended,  whereby it sold a
total of 997,300  shares of its $0.001 par value common stock at $0.05 per share
to outside investors.  Of the total number of shares, 961,300 shares were issued
in  exchange  for cash in the amount of $46,265,  net of  offering  costs in the
amount of $1,800.  Of the total cash received,  $961 is considered  common stock
and $45,304 is considered  additional paid-in capital. The balance of the shares
issued in the  offering,  36,000  shares,  was issued in exchange  for  services
rendered in the amount of $1,800.  Of the total, $36 is considered common stock,
and $1,764 is considered additional paid-in capital.

During July 2000,  the Company  entered  into a management  agreement  with Boyd
Bulloch,  a shareholder and director,  whereby the Company issued 100,000 shares
of its $0.001 par value  common stock  valued at $5,000.  Of the total,  $100 is
considered common stock and $4,900 is considered additional paid-in capital. The
$5,000 has been appropriately expensed as consulting fees.

On April 20, 2001,  the Company  issued 25,000 shares of $0.001 par value common
stock as an enticement within 30 days from the execution of the note.

There have been no other issuances of common stock or preferred stock.

NOTE 8 - WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock.


<PAGE>


NOTE 9 - GOING CONCERN

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  Without  realization of additional  capital, it would be unlikely for
the Company to continue as a going  concern.  It is the intent of the Company to
generate  revenues  sufficient  to operate  as a going  concern.  If  additional
capital is needed the officers will first seek short-term financing and secondly
have  committed  to make cash  advances  to the  Company to cover its  operating
costs. The cash advances do not bear any interest.

The  officers  and  directors  of the  Company are  involved  in other  business
activities  and  may,  in  the  future,   become   involved  in  other  business
opportunities.  If a  specific  business  opportunity  becomes  available,  such
persons  may face a conflict  in  selecting  between the Company and their other
business  interests.  The Company has not formulated a policy for the resolution
of such conflicts.

NOTE 10 - MAJOR CUSTOMERS AND RISK CONCENTRATION

As of December 31, 2001, the Company derived  approximately 100% of its revenues
from two customers,  NevWest  Securities  Corporation  and Corporate  Regulatory
Services,  LLC. In  addition,  the Company  generated  revenue  100% from tenant
improvements in southern Nevada.

NOTE 11 - RELATED PARTY TRANSACTIONS

The Company utilizes certain office and operating  equipment that is provided by
the  founders  of the  Company.  The  Company is not  charged for the use of the
equipment  and no value has been  recorded  for the use of the office  space and
equipment  as the  value  is  deemed  to be  immaterial  with  respect  to these
financial statements.

In November 2000, the Company hired one employee that was made a director of the
Company and he is a family member of the founders.  The total amount of salaries
and wages paid to this  individual  total $41,322 during the year ended December
31, 2001.

NOTE 12 - COMMITMENTS

Pursuant to the management  agreement with Boyd Bulloch disclosed in Note 6, the
Company has a commitment to pay two and one-half  percent  (2-1/2%) of its gross
revenues  to Mr.  Bulloch  for  management  and  advisory  services.  During the
six-month  period ended June 30, 2001,  the Company has paid $1,234  pursuant to
the agreement.

NOTE 13 - CONTRACTS

On November 6, 2001, there was a change in control of the Company.  David Rooker
(President,  CEO & Director), Amy Rooker (Secretary & Director) and Boyd Bulloch
(Director) executed a stock purchase agreement with First Capital Partners,  MM,
Inc. (FCPMM), a Nevada company.

<PAGE>


Pursuant to the agreement, FCPMM shall purchase an aggregate of 2,050,000 shares
of $0.001 par value common stock for $124,449.

Name of Party                           Number of Shares Owned   Cash Amount to
                                            and to Be Sold           Be Paid
-------------------------------         ----------------------   --------------
Amy Rooker                                    1,000,000             $ 40,000
David Rooker                                  1,000,000             $ 40,000
Boyd Bulloch                                     50,000             $  5,000
Catherine Miner                                      --             $ 16,000
NevWest Securities Corporation                       --             $ 19,000
David and Amy Rooker                                 --             $  4,449
                                            ------------          -----------
TOTAL                                         2,050,000             $124,449
                                            ============          ===========

At the  closing,  David and Amy  Rooker  received  all the  fixed  assets of the
Company for $4,449. In addition,  Catherine Miner received a total of $34,625 in
principal and interest for the note payable.

NOTE 14 - SUBSEQUENT EVENTS

On January 4, 2002, there was a change in control of the Company.  First Capital
Partners, MM, Inc. (FCPMM), a Nevada company executed a stock purchase agreement
with Canadian Advantage Limited Partnership  (CALP), an Ontario,  Canada limited
partnership  and Advantage  Bermuda Fund Limited  (ABFL),  a Bermuda  investment
fund.  CALP  purchased  77% of the shares and ABFL  purchased 23% of the shares.
Pursuant to the  agreement,  CALP & ABFL  purchased  an  aggregate  of 2,000,000
shares of $0.001 par value common stock for $375,000. The initial deposit amount
of $10,000 was paid at the  execution of the  agreement  and the purchase  price
balance amount of $365,000 is to be paid at the closing.

On January 11,  2002,  the  Company  issued  200,000  shares of $0.001 par value
Series A Convertible  Preferred  Stock to CALP and ABFL for a  consideration  of
$20,000,  with CALP  providing 77% of the  consideration  and owning 77% of such
shares,  and ABFL  providing  23% of the  consideration  and  owning 23% of such
shares.  These shares of preferred stock were  convertible into shares of common
stock at a ratio of 100  shares of  common  stock  for each  share of  preferred
stock.  CALP and ABFL  converted  32,500  shares  of such  preferred  stock  and
received an aggregate of 3,250,000 shares of common stock,  with CALP owning 77%
and ABFL  owning  23%.  The balance of the shares of  preferred  stock,  167,500
shares, was cancelled by agreement with the Company.

On January 15,  February 14, and March 4, 2002, the Company sold an aggregate of
3,000,000  shares  of common  stock to  Thomson  Kernaghan  & Co.,  Ltd.  for an
aggregate purchase price of $750,000,  which was paid on January 15, February 14
and March 4, 2002.  Thomson  Kernaghan & Co.,  Ltd. has also  subscribed  for an
additional  6,770,072  shares of common stock for an aggregate  consideration of
$1,692,518,  which is payable in the amount of $492,518 on April 15,

<PAGE>


2002,  and then in twelve equal weekly  installments  of $100,000  through July,
2002.  Such 6,770,072  shares of common stock are being held in escrow,  pending
receipt of the foregoing payments.

On  March  22,  2002,  the  Company  closed  on  the  acquisition  of all of the
outstanding  common stock of American  Health and Diet Centers,  Inc.  ("AHDC"),
pursuant to a Stock Purchase Agreement,  and related documents (the "Transaction
Documents"),  dated as of March 15,  2002.  The  Company  issued  to the  former
shareholders  of AHDC an  aggregate  of $3 million  in 7%,  two year  promissory
notes,  and  further  issued to such former  shareholders  an  aggregate  of 2.2
million warrants to purchase common stock of the Company at $0.25 per share, for
a  five-year  period  ending in March,  2007.  One of the  shareholders  of AHDC
received,  in  consideration of consulting  services,  options to purchase up to
3,500,000  shares  of the  Company's  common  stock at $0.25  per  share,  for a
five-year period ending in March, 2007.  Pursuant to the Transaction  Documents,
the Company,  AHDC, and the President of the Company have each provided security
to secure the obligations under the Transaction Documents.  The Company has also
undertaken,  pursuant  to the  Transaction  Documents,  to  provide a minimum of
$300,000 in working capital to AHDC, to pay down  outstanding  debt owed by AHDC
to Hudson United Bank in the amount of $3.35 million,  and pay down  outstanding
receivables to a supplier.


<PAGE>


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

         None.

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PRINTERS AND CONTROL PERSONS.

         As of November 6, 2001, Vincent Hesser was elected as our Interim
Chairman and sole director, and our President and Secretary. Subsequently, on
January 31, 2002, Mr. Hesser resigned his officer positions, and as our sole
director, and was replaced as director by Daniel Hoyng and Marek Lozowicki, who,
in addition to being elected directors, were also elected as, respectively, our
President and our Senior Vice President and Secretary.

         The following information regarding Mr. Hesser is taken from the 10-KSB
for the fiscal year ended June 30, 2001 (filed November 1, 2001) of OneCap, a
real estate and mortgage broker for which Mr. Hesser, age 35, serves as
President and Chief Executive Officer and as a director:

            "Vincent W. Hesser, President, Chief Executive Officer and Director
- Mr. Hesser joined OneCap as President, Chief Executive Officer and a director
in June 1999. His areas of responsibility include coordinating the development
of corporate policies, goals and objectives relative to company operations,
lender and investor relations and financial performance and growth. Mr. Hesser
oversees the Company's daily operations and business affairs to ensure that its
business objectives are achieved. During his tenure as a finance executive at
Pacific Properties (1992-1999), Mr. Hesser obtained project equity and debt
financing for various real estate projects, and he oversaw the build-out of
housing, apartment, and commercial real estate projects. Mr. Hesser began his
career at PriMerit Bank (subsequently purchased by Norwest) in Las Vegas,
Nevada. He was responsible for analyzing, evaluating and reporting on numerous
real estate joint ventures over twenty real estate and development companies
throughout the southwestern United States. He also assisted PriMerit in its
reviews with the Office of Thrift Supervision (OTS) and Federal Deposit
Insurance Corporation (FDIC) with respect to those investments. Mr. Hesser is a
graduate of Southern Utah University (Class of 1990) and earned his Master of
Accountancy degree, summa cum laude and with high distinction. He has obtained
his CPA Certificate and also holds a general contractors' license in the State
of Nevada."

         Mr. Hoyng, age 39, serves as our President, which position he has held
since January, 2002, when he was also elected as one of our directors. From 1996
to 1997, Mr. Hoyng was a Vice President of Sales for Companion Radio, Inc. From
1997 to 2000, Mr. Hoyng was Chairman and CEO of National Boston Medical, Inc., a
medical marketing company. Since April, 2000, Mr. Hoyng has also been Chairman
and CEO of Infotopia, Inc., a publicly traded direct marketer. Mr. Hoyng
received a Bachelors in Communications Degree from Saint Joseph's College in
1985.

<PAGE>


         Marek Lozowicki, age 39, serves as our Senior Vice President and
Secretary. He has served in these positions, and as a director, since January,
2002. From March, 1997 to April, 2000, Mr. Lozowicki was Vice President of
Information Technology for National Boston Medical, Inc., where he managed and
oversaw its networks, and was responsible for website development and
communications infrastructure. Since April 2000, Mr. Lozowicki has also been
Secretary of Infotopia, Inc., and additionally served as an Executive Vice
President from April, 2000 to January, 2001, when he was promoted to Senior Vice
President.

         There were, as of December 31, 2001, no significant employees in our
employ, nor any family relationships among our directors or executive officers.
AHDC has no written employment agreements in place with any of its employees, as
of December 31, 2001 and as of the date of this report.

         Based on a review of the 10-KSB report for OneCap referred to above,
with respect to the disclosure regarding Mr. Hesser, and based further upon
inquiries we have made, to our knowledge, none of our executive officers as of
December 31, 2001 and as of the date hereof had been involved in the last five
years in a criminal proceeding or is subject to a pending criminal proceeding,
was subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting involvement in
any type of business securities or banking activities, was found by the SEC,
CFTC, or a court of competent jurisdiction in a civil action to have violated a
federal or state securities or commodities law (which judgment has not been
reversed, suspended or vacated), or was a general partner or an executive
officer of a business which filed or had filed against it a bankruptcy petition,
where such executive officer had been an executive officer of the bankrupt
entity at the time of filing or within two years previous to the time of filing,
except as follows: Messrs. Hoyng and Lozowicki were executive officers of
National Boston Medical, Inc., during the two-year period prior to the filing by
National Boston Medical, Inc. of a bankruptcy petition.

Section 16(a) Compliance.

         Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to us during our most recent fiscal year (ending December 31, 2001),
and Forms 5 and amendments thereto furnished to us with respect to our most
recent fiscal year (ending December 31, 2001), we are not aware of any person
who, at any time during such fiscal year, was a director, officer, or beneficial
owner of more than 10% of our outstanding common stock that failed to file on a
timely basis reports required by Section 16(a) of the Securities Exchange Act of
1934, as amended, except that Vincent Hesser did not file a Form 3 as an
individual upon becoming a director and officer, nor did he file a Form 5 annual
report.

ITEM 10.  EXECUTIVE COMPENSATION

<PAGE>


         During the fiscal year ended December 31, 2001, Vincent Hesser, our
President and Secretary (chief executive officer) from November 6 to December
31, 2001, and David M. Rooker, our President and CEO from January 1, 2000 to
November 6, 2001, received compensation as follows:

Name                       Title                Year     Salary

David M. Rooker       President and CEO         2001     $-0-
                                                2000     $24,000

Vincent Hesser        President and Sec'y       2001     $-0-
                                                2000     $-0-

We had no officers or employees who received compensation of more than $100,000
during the fiscal years ended December 31, 2001 and December 31, 2000. David M.
Rooker did not receive a formal salary or similar compensation during the fiscal
year ended December 31, 2000; during such fiscal year, he drew $24,000 in
compensation. Mr. Rooker made no such draws during the fiscal year ended
December 31, 2001.

         During the fiscal year ended December 31, 2001, none of our directors
received compensation for acting as directors.

         As of December 31, 2001, and as of the date of this report, neither we
nor AHDC have written employment agreements in place for any of our executive
officers, though our current executive officers are eligible for participation
in our 2002 Directors and Officers Stock Option and Stock Award Plan, which is
an exhibit to this report. As of the date of this report, our current executive
officers had not received any grants or awards pursuant to such plan.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of December 31, 2001, our sole director and executive officer,
Vincent Hesser, directly owned none of our common stock. The following entity
was the only entity known to us at December 31, 2001, who directly owned more
than 5% of our common stock:

Title           Owner                                       Amount      %
Common Stock    First Capital Partners, MM, Inc. ("FCP")    200,000     64.05%

         Vincent Hesser is an affiliate of FCP, being its President, according
to documents on file with the United States Securities and Exchange Commission;
FCP has an address at: 5450 W. Sahara, 2nd Floor, Las Vegas, Nevada 89146.

         Subsequently, as reported in our Current Report on Form 8-K dated
January 4, 2002, Canadian Advantage Limited Partnership ("CALP"), a Canadian
investment fund, purchased the 200,000 shares of the our common stock referred
to above from FCP for an aggregate purchase price of $375,000, pursuant to a
written Stock Purchase Agreement dated January 4, 2002, among us, FCP and CALP.

<PAGE>


         CALP is the beneficial owner of 77% of these 200,000 shares, and
Advantage [Bermuda] Fund, Ltd. ("ABFL"), a Bermuda investment fund, is the
beneficial owner of 23% of these shares. The source of the purchase price was
CALP's and ABFL's respective funds held for investment. CALP provided 77% of the
purchase price, and ABFL provided 23% of the purchase price. CALP and ABFL are
under the common control of Mark E. Valentine, the Chief Executive Officer of
Thomson Kernaghan & Co., Ltd. ("TK"), a Canadian investment dealer. Mr.
Valentine has authority to vote and dispose of the shares beneficially owned by
CALP and ABFL. Valentine, TK, CALP and ABFL may be considered a group which
beneficially owns all of the shares.

         On January 15, February 14, and March 4, 2002, TK subscribed for an
aggregate of 3,000,000 shares of our common stock at a purchase price of $0.25
per share, pursuant to a subscription agreement, aggregate payments in the
amount of $750,000 being made to us on January 15, February 14 and March 4,
2002. TK also subscribed for an additional 6,770,072 shares of our common stock
at $0.25 per share, for an aggregate purchase price of $1,692,518, which is
payable in the amount of $492,518 on April 15, 2002, and then in twelve equal
installments of $100,000 per week through July, 2002; these shares have been
placed in escrow, pending receipt by us of the foregoing payments.

         On January 11, 2002, CALP purchased 200,000 shares of our Series A
Convertible Preferred Stock from us, for an aggregate purchase price of $20,000,
pursuant to a written Series A Convertible Stock Purchase Agreement between us
and CALP dated January 11, 2002. CALP was the owner of 77% of these shares and
ABFL was the owner of 23% of these shares. The source of the purchase price was
CALP's and ABFL's respective funds held for investment. CALP provided 77% of the
purchase price and ABFL provided 23% of the purchase price. The shares of Series
A Convertible Preferred Stock are convertible into shares of our common stock,
at the holders' option, at the ratio of 100 shares of common stock for each
share of Series A Convertible Preferred Stock. Subsequently, CALP and ABFL
converted an aggregate of 32,500 shares of Series A Convertible Preferred Stock
into 3,250,000 shares of our common stock, 77% of which were converted by CALP
and 23% of which were converted by ABFL. CALP and ABFL were deemed to be the
beneficial owners of 77% and 23%, respectively, of the 16,750,000 shares of
common stock into which the remaining 167,500 shares of Series A Convertible
Preferred Stock were convertible. By agreement with us dated February 15, 2002,
the remaining 167,500 shares of Series A Convertible Preferred Stock were
cancelled.

         The percentage of our voting securities now beneficially owned by
Valentine, TK, CALP and ABFL is 86.29%, representing 13,220,072 of the
15,319,802 shares outstanding as of March 20, 2002.

         Messrs. Keith Frankel and Melvin Simon were granted, on March 22, 2002,
options and/or warrants, which are immediately exercisable, and exercisable
through March, 2007 at $0.25 per share, to purchase, respectively, 4,600,000 and
1,100,000 shares of our common stock. As of the date of this report none of
these options or warrants had been exercised. These options and warrants are the
subject of filings made with the United States Securities and Exchange
Commission.

<PAGE>


         Messrs. Hoyng and Lozowicki, [as of March 20, 2002], do not own any of
our common stock.

         There are no arrangements known to us, the operation of which may, at a
subsequent date, result in us being subject to a change in control.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         With respect to relationships we have with Keith Frankel, reference is
made to Item 1, above, which describes the relationship between AHDC and
Vitaquest International, Inc., an entity for which Mr. Frankel serves as
President and Chief Executive Officer, and Item 2, above, which describes the
lease arrangement between AHDC and an entity controlled by Mr. Frankel's family.
With respect to relationships involving our President and our Senior Vice
President and Secretary, reference is made to Item 2, above, which describes our
sub-subleasing arrangement with Infotopia, Inc., a publicly traded entity for
which our President and our Senior Vice President and Secretary serve as
officers and directors.

         Please refer to Item 11, above, for a description of transactions
involving the sale of securities from us to our controlling shareholder
consortium.

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

(A) Exhibits

(3)(i)   1 Articles of Incorporation, dated July 23, 1999. (a)
         2 Amended Articles of Incorporation, dated August 25, 2000. (a)
         3 Certificate of Designation, dated January 16, 2002. (b)
(3)(ii)  1 Bylaws (a)
(4)      1 Form of Note issued to Keith Frankel, dated as of March 15, 2002. (b)
         2 Form of Note issued to Melvin Simon, dated as of March 15, 2002. (b)
         3 Form of Warrant issued to Keith Frankel, dated as of March 15, 2002.
           (b)
         4 Form of Warrant issued to Melvin Simon, dated as of March 15, 2002.
           (b)
         5 Form of Option issued to Keith Frankel, dated as of March 15, 2002.
           (b)
         6 Forms of Pledge Agreements entered into by Registrant in favor of
           Keith Frankel and Melvin Simon, and dated as of March 15, 2002. (b)
         7 Forms of Security Agreements entered into by Registrant in favor of
           Keith Frankel and Melvin Simon, and dated as of March 15, 2002. (b)
         8 Forms of Reimbursement Agreements entered into by each of Registrant
           and AHDC in favor of Keith Frankel and Melvin Simon, and dated as of
           March 15, 2002. (b)
(10)     1 Form of Stock Purchase Agreement by and among Registrant, Keith
           Frankel and Melvin Simon, dated as of March 15, 2002. (b)
         2 Form of Memorandum Amending Stock Purchase Agreement as of March 28,
           2002. (b)
         3 Form of Exclusive Manufacturing Agreement by and between AHDC and
           Vitaquest International, Inc., and dated as of March 15, 2002. (b)

<PAGE>


         4 Form of Consulting Agreement entered into between Registrant and
           Keith Frankel, and dated as of March 15, 2002. (b)
         5 Form of subscription agreement between the Registrant and Thomson
           Kernaghan & Co., Ltd, dated January 15, 2002, for the purchase of
           common stock. (b)
         6 Form of subscription agreement between the Registrant and Thomson
           Kernaghan & Co., Ltd., dated February 14, 2002, for the purchase of
           common stock. (b)
         7 Form of subscription agreement between the Registrant and Thomson
           Kernaghan & Co., Ltd, dated March 4, 2002, for the purchase of common
           stock. (b)
         8 Form of subscription agreement between the Registrant and Thomson
           Kernaghan & Co., Ltd., dated February 27, 2002, for the purchase of
           common stock. (b)
         9 Stock Purchase Agreement dated January 4, 2002, by and among
           Registrant, First Capital Partners MM, Inc. and Canadian Advantage
           Limited Partnership. (c)
         10 Series A Convertible Preferred Stock Purchase Agreement dated
           January 11, 2002 between Registrant and Canadian Advantage Limited
           Partnership. (c)

(21)     American Health and Diet Centers, Inc. (a Delaware Corporation)

(a)  Filed by the Registrant with its Registration Statement on Form 10-SB,
     filed January 3, 2001.
(b)  To be filed by amendment to that certain Current Report on Form 8-K dated
     March 22, 2002.
(c)  Filed with Schedule 13D report dated February 21, 2002.


(B) Reports on Form 8-K

         (1) On November 19, 2001, we filed a Current Report on Form 8-K,
describing a change in control, whereby FCP acquired control of us.
         (2) On December 11, 2001, we filed a Current Report on Form 8-K
(amended on December 20, 2001), which announced a 1:10 reverse split of our
Common Stock.


<PAGE>


                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the Registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


JOSHUA TREE CONSTRUCTION, INC.

By: /s/ Daniel Hoyng

Daniel Hoyng, President

April 16, 2002


         In accordance with the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following person on behalf of the
Registrant, and in the capacities and on the dates indicated.


/s/ Daniel Hoyng        Daniel Hoyng, President                   April 16, 2002
                        (Principal Executive Officer) and
                        Director

/s/ Marek Lozowicki     Marek Lozowicki, Senior Vice              April 16, 2002
                        President and Secretary (Acting
                        Principal Accounting and Financial
                        Officer) and Director