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
or
[     ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR
     15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from to

           Commission file number 0-29693

                   MSC GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware                                        52-2217569
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)             Identification No.)

                       29/31 Gul Avenue
                        Singapore City
                       Singapore 629699
(Address of principal executive offices  (zip code))

                       011 65 863 6626
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the last 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.

Yes                                  No      X

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

Class                       Outstanding at June 30,2002

Common Stock,  $0.0001        22,904,300

<PAGE>
           PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         MSC GROUP, INC. AND SUBSIDIARIES
           (A DEVELOPMENT STAGE COMPANY)
              CONDENSED CONSOLIDATED
               FINANCIAL STATEMENTS
                AS OF JUNE 30, 2002

<PAGE>




         MSC GROUP, INC. AND SUBSIDIARIES
           (A DEVELOPMENT STAGE COMPANY)



                     CONTENTS



PAGE 1    CONDENSED CONSOLIDATED BALANCE SHEETS AS OF
          JUNE 30, 2002 (UNAUDITED) AND MARCH 31, 2002

PAGE  2   CONDENSED CONSOLIDATED STATEMENTS OF
          OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE
          MONTHS ENDED JUNE 30, 2002 AND 2001 AND FOR THE
          PERIOD FROM DECEMBER 31, 1999 (INCEPTION) THROUGH
         JUNE 30, 2002 (UNAUDITED)

PAGE  3   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND
          2001 AND  FOR THE PERIOD FROM DECEMBER 31, 1999
          (INCEPTION) THROUGH JUNE 30, 2002 (UNAUDITED)

PAGES 4 - 8    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
               STATEMENTS (UNAUDITED)

<PAGE>


                MSC GROUP, INC. AND SUBSIDIARIES
                 (A DEVELOPMENT STAGE COMPANY
            CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                          ASSETS
                          ------
<S>                                       <C>                 <C>
                                          June 30, 2002        March 31
                                          (Unaudited)             2002
                                          -------------       -----------
CURRENT ASSETS
 Cash                                     $   749,638         $ 1,115,894
 Trade and other current receivables          160,621              62,097
                                          -------------       -----------
     Total Current Assets                     910,259           1,177,991
                                          -------------       -----------
PROPERTY AND EQUIPMENT, NET                   392,356             404,379
                                          -------------       -----------
OTHER ASSETS
 Deposits                                      59,951              24,536
 Joint venture agreement advance              102,235              97,989
                                          -------------       -----------
      Total Other Assets                      162,186             122,525
                                          -------------       -----------
TOTAL ASSETS                              $ 1,464,801         $ 1,704,895
                                          =============       ===========


                   LIABILITIES AND STOCKHOLDERS' EQUITY
                   ------------------------------------

CURRENT LIABILITIES
 Accounts payable and accrued liabilities $   615,526         $   354,852
 Deferred revenue                                -                 64,549
 Due to directors                             185,647             128,734
 Current portion of capitalized leases         54,152              73,296
                                          -------------       -----------
       Total Current Liabilities              855,325             621,431
                                          -------------       -----------
Long-term portion of capitalized leases        54,646              49,464
                                          -------------       -----------
TOTAL LIABILITIES                             909,971             670,895
                                          -------------       -----------
STOCKHOLDERS' EQUITY
 Preferred Stock, $.0001 par value,
  20,000,000 shares authorized, none
  issued and outstanding                       -                     -
 Common stock, $.0001 par value,
  100,000,000 shares authorized,
  22,904,300 shares issued and
  outstanding                                  2,290                2,290
 Additional paid-in capital                4,136,343            4,136,343
 Accumulated deficit during
   development stage                      (3,602,125)          (3,103,375)
 Accumulated other comprehensive
   income (loss)                              18,322               (1,258)
                                          -------------       -----------
        Total Stockholders' Equity           554,830            1,034,000
                                          -------------       -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                     $ 1,464,801          $ 1,704,895
                                         ==============       ===========
</TABLE>
    See accompanying notes to condensed consolidated financial statements
                                   1
<PAGE>

                  MSC GROUP, INC. AND SUBSIDIARIES
                    (A DEVELOPMENT STAGE COMPANY)
           CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      AND COMPREHENSIVE LOSS
                             (UNAUDITED)
<TABLE>
<CAPTION>
                                                                For the Period
                                                                from December
                                                                31, 1999
                               For the Three    For the Three   (Inception)
                               Months Ended     Months Ended    Through
                               June 30, 2002    June 30, 2001   June 30, 2002
<S>                            <C>              <C>             <C>
                               -------------    -------------   -------------
REVENUES                        $    301,929      $    -         $   409,049

COST OF SALES                        223,499           -             360,619
                               -------------    -------------   -------------
GROSS PROFIT                          78,430           -              48,430
                               -------------    -------------   -------------
OPERATING EXPENSES
  Selling, general
  and administrative                 330,172        275,881        2,257,774
 Salaries                            144,327        105,287          887,472
 Director's salaries and fees        102,681            -            505,309
                               -------------    -------------   -------------
     Total Operating Expenses        577,180        381,168        3,650,555
                               -------------    -------------   -------------
NET LOSS                            (498,750)      (381,168)      (3,602,125)

OTHER COMPREHENSIVE INCOME (LOSS)
 Gain (loss) on foreign
 currency translation                 19,580        (11,542)          18,322
                               -------------    -------------   -------------
TOTAL COMPREHENSIVE LOSS         $  (479,170)   $  (392,710)     $(3,583,803)
                               -------------    -------------   -------------
Net loss per share -
  basic and diluted              $    (.02)     $    (.02)       $    (.17)
                               -------------    -------------   -------------
Weighted average number of
shares outstanding - basic
and diluted                       22,904,300      21,154,912      21,042,338
                               =============    =============   =============
</TABLE>
    See accompanying notes to condensed consolidated financial statements
                                   2

<PAGE>

                  MSC GROUP, INC. AND SUBSIDIARIES
                    (A DEVELOPMENT STAGE COMPANY)
           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                            (UNAUDITED)
<TABLE>
<CAPTION>
                                                                For the Period
                                                                from December
                                                                31, 1999
                               For the Three    For the Three   (Inception)
                               Months Ended     Months Ended    Through
                               June 30, 2002    June 30, 2001   June 30, 2002
<S>                            <C>              <C>             <C>
                               -------------    -------------   -------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
 Net Loss                      $   (498,750)    $   (381,168)    $ (3,602,125)
 Adjustments to reconcile
  net loss to net cash used
  in operating activities:
 Depreciation                        45,511           16,013          178,063
 Gain on disposal of
 fixed assets                           -                -             (5,190)
 Impairment of goodwill                 -                -             15,223
 Provision for bad debt                 -                -             93,420
 Changes in operating
 assets and liabilities:
    Increase in trade and
    other current receivables        (98,524)       (81,165)         (254,041)
    Increase in accounts payable
    and accrued liabilities          260,674        119,417           637,744
    Decrease in deferred revenue     (64,549)            -               -
                                   ----------      -----------    -------------
       Net Cash Used In Operating
       Activities                   (355,638)      (326,903)       (2,936,906)
                                   ----------      -----------    -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of equipment              (26,199)       (35,289)         (410,204)
 Increase in deposits                (35,415)            -            (59,951)
 Joint venture agreement advance      (4,246)            -           (102,235)
 Acquisition of subsidiaries,
  net of cash                            -               -            (23,845)
 Sale of fixed assets                    -               -             58,342
       Net Cash Used In Investing
                                   ----------      -----------    -------------
       Activities                    (65,860)       (35,289)         (537,893)
                                   ----------      -----------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in due to directors         56,913        109,289           185,647
 Sale of common stock                    -        1,048,000         4,148,285
 Payment on capital leases           (21,251)            -           (127,064)
                                   ----------      -----------    -------------
Net Cash Provided By
       Financing Activities           35,662      1,157,289         4,206,868
                                   ----------      -----------    -------------
INCREASE IN CASH AND CASH EQUIVALENTS
PRIOR TO EFFECT OF FOREIGN CURRENCY
TRANSLATION                         (385,836)       795,097           732,069

FOREIGN CURRENCY TRANSLATION          19,580        (11,542)           17,567
                                   ----------      -----------    -------------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS                    (366,256)       783,555           749,636

CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD                1,115,894        174,651                 2
                                   ----------      -----------    -------------
CASH AND CASH EQUIVALENTS -
END OF PERIOD                    $   749,638     $   958,206       $  749,638
                                 ============    =============    =============
NON-CASH INVESTING AND
FINANCING ACTIVITIES:

Equipment acquired through
capital leases                   $     7,289     $    33,650       $   110,123
                                 ============    =============    =============
</TABLE>
    See accompanying notes to condensed consolidated financial statements
                                   3

<PAGE>
                  MSC GROUP, INC. AND SUBSIDIARIES
                    (A DEVELOPMENT STAGE COMPANY)
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2002
                             (UNAUDITED)


NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                     AND ORGANIZATION

(A) Organization

MSC Group, Inc., formerly Eastward Acquisition Corporation (a
development stage company), ("the Company") was incorporated in the
Delaware on March 24, 1999.  On December 29, 2000, the Company
effected a reorganization by acquiring all the outstanding common
stock of Milling Systems & Concepts Private Limited ("MSC") a
Singapore corporation incorporated on December 31, 1999 and its
wholly owned subsidiary MSC Technologies Pte. Ltd. for 20,000,000
shares of common stock.  The acquisition has been treated as an
acquisition of the Company by MSC and as a recapitalization of the
Company for accounting purposes.  Accordingly, the financial
statements include the balance sheet, which consists of the net
assets of the Company and MSC at historical cost.  As a result of the
acquisition the Company has adopted the March 31 fiscal year of MSC.

Activities during the development stage include raising capital and
implementing its business plan.

The Company's wholly owned subsidiary MSC is involved in providing
integrated and internet enabled manufacturing solutions.  The Company
intends to market its manufacturing solutions in the NAFTA, Europe
and Asia-Pacific region.

On April 14, 2001, MSC formed MSC Precision Pte. Ltd., a Singapore
corporation, to develop manufacturing solution and concepts for use by
the machine manufacturing industry, design and service centers, mold
and die industry and jigs and tooling manufacturers.

On April 19, 2001, MSC formed MSC Industries (Shanghai) Co. Ltd.,
a Republic of China corporation, to develop and manufacture dies,
molds, tools, jigs and fixtures.

On June 7, 2001, MSC formed MSC Solar Systems Pte. Ltd., a
Singapore corporation, to research, develop and commercialize energy
inventions.

On June 28, 2001, MSC formed Beijing MSC Logistics Technology
Co. Ltd., a Republic of China corporation, to provide logistics and
consulting services and to develop software.

On July 7, 2001, MSC formed I-MSC.com Pte. Ltd., a Singapore
corporation, to provide internet services and to develop, integrate and
deliver enterprise-wide business intelligent solutions and software
applications.

On July 7, 2001, MSC formed MSC Ventures Group (S) Pte. Ltd., a
Singapore corporation, to perform venture capital funding and asset
management.
                                   4

<PAGE>

                  MSC GROUP, INC. AND SUBSIDIARIES
                    (A DEVELOPMENT STAGE COMPANY)
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2002
                             (UNAUDITED)

On August 16, 2001, MSC formed MSC Design Pte. Ltd., a Singapore
corporation, to design prototypes for appliances.

On August 16, 2001, MSC formed MSC Prototyping (S) Pte. Ltd., a
Singapore corporation, to manufacture, develop and produce a sample
or model of all types of industrial products, machinery, equipment or
devices and other ancillary activities, appliances and services in
connection therein.

On January 1, 2002, MSC acquired Modern Handling Equipment
(Thai) Ltd., ("MHE") a Thailand corporation, for approximately
$25,000.  MHE provides marketing and after-sale service support.  The
acquisition was accounted for under the purchase method and the
excess of the net assets acquired over the purchase price was applied to
reduce the basis of the equipment acquired.  The building acquired is
pledged as collateral for bank overdrafts.

On January 1, 2002, MSC acquired MSC Automation Pte. Ltd.,
("Automation") a Singapore corporation, for approximately $1,400.
Automation designs automation systems for industrial use.  The
acquisition was accounted for under the purchase method and the
excess of purchase price over the net assets acquired of approximately
$16,000 is goodwill.  Goodwill was computed by adding the total
purchase price plus the excess of liabilities assumed over the assets
acquired. Due to the operating losses of Automation after the
acquisition, the goodwill was subsequently written off as impaired.

(B) Principles of Consolidation

The condensed consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries.  All significant
inter-company balances and transactions have been eliminated in
consolidation.

(C) Use of Estimates

In preparing the condensed consolidated financial statements in
conformity with accounting principles generally accepted in the United
States of America, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of the
condensed consolidated financial statements and revenues and expenses
during the reported period.  Actual results could differ from those
estimates.

(D) Per Share Data

Basic loss per share is based on the net loss divided by the weighted
average number of shares outstanding.  Diluted loss per common shares
is adjusted to reflect the incremental number of shares issuable under
stock-based compensation plans and contingently issuable shares, if
such adjustments are dilutive.  There were no common stock
equivalents included in diluted loss per share, as their effect would be
anti-dilutive.

                                   5

<PAGE>

                  MSC GROUP, INC. AND SUBSIDIARIES
                    (A DEVELOPMENT STAGE COMPANY)
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2002
                             (UNAUDITED)

(E) Interim Condensed Consolidated Financial Statements

The condensed consolidated financials statements as of June 30, 2002
and for the three months ended June 30, 2002 and 2001 and for the
period from December 31, 1999 (inception) through June 30, 2002 are
unaudited.  In the opinion of management, such condensed
consolidated financial statements include all adjustments (consisting
only of normal recurring accruals) necessary for the fair presentation of
the consolidated financial position and the consolidated results of
operations.  The consolidated results of operations for the three months
ended June 30, 2002 are not necessarily indicative of the results to be
expected for the full year. The condensed consolidated balance sheet
information as of March 31, 2002 was derived from the audited
consolidated financial statements included in the Company's annual
report Form 10-KSB.  The interim condensed consolidated financial
statements should be read in conjunction with that report.

(F) Revenue Recognition

For the three months ended June 30, 2002, the Company generated
revenues of $301,929 from its newly formed and acquired
subsidiaries Modern Handling Equipment (Thai) Ltd., MSC Design Pte.
Ltd., I-MSC.com Pte. Ltd., and MSC Automation Pte. Ltd.  Included
in revenues for the three months ended June 30, 2002 are sales to
affiliated companies totaling approximately $48,073.  Affiliated
companies represent separate legal entities with a common director.
Revenue is recognized as the work is completed and billed.

Deferred revenue represents advance payments from customers.

(G) Concentrations of Credit Risk from Cash Deposits in Excess of
Insured Limits

The Company maintains its cash balances in Singapore banks.  The
balances are uninsured by the Singapore government, therefore total
cash deposits are subject to credit risk.  Management believes that the
risk is mitigated by the fact that the money is kept in established
financial institutions.

(H) Going Concern

The Company's condensed consolidated financial statements have been
presented on the basis that it is a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business.  The Company has a net loss of $498,750 and a
negative cash flow from operations of $355,638 for the three months
ended June 30, 2002, and has an accumulated deficit of $3,602,125 at
June 30, 2002.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.  The condensed
consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

                                   6

<PAGE>

                  MSC GROUP, INC. AND SUBSIDIARIES
                    (A DEVELOPMENT STAGE COMPANY)
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2002
                             (UNAUDITED)

The Company anticipates raising additional capital through the issuance
of debt and/or equity securities.  Additionally, management anticipates
that material operations which will commence in the fiscal year ending
March 31, 2003, will generate sufficient revenues to absorb substantial
overhead expenses.

NOTE 2  AGREEMENTS

(A)    On December 27, 2001, the Company entered into an agreement
with its landlord to extend the date to acquire property currently
leased by the Company to December 31, 2002.  The purchase
price of the property shall be agreed to by both parties at a price
no less than the market valuation of $6,000,000 (Singapore).

(B)    On September 19, 2001 MSC Group executed a joint venture
agreement with Protolex LLC ("Protolex"), located in
Washington DC to jointly develop a new motion controller for
new generation milling and rapid prototyping machines.  The
agreement is effective for 90 days from the date of execution and
the agreement may be superceded by other agreements within the
90-day time frame and may be extended based upon mutual
consent of both parties.  On January 23, 2002, both parties
executed an extension of the original agreement for 1 year.
Protolex LLC is the manufacturer/producer of state of the art
electronic engineering equipment.  According to the agreement,
Protolex will complete the design and development of a
commercial use motor control system according to MSC Group's
specification and MSC Group will fund the project with
$200,000.  Upon the down payment of $50,000, Protolex was to
provide MSC Group with a detailed project development plan to
meet a three-month completion date requirement of producing a
working prototype.  MSC Group paid Protolex the $50,000 on
October 1, 2001 and also paid $50,000 on January 31, 2002.
MSC Group will be responsible for the final integration and mass
production of the commercial units.  In accordance with the
agreement, each party will own its own intellectual property for
the effort.  Additionally, MSC Group will grant Protolex a non-
exclusive license to sell the product for a sales fee of 12%.  The
timetable to meet the terms of the joint venture agreement has
been temporarily delayed due to technical issues in the
manufacturing process.  Both parties are aware of the issues and
the project is expected to continue in the second quarter of fiscal
year 2003.  There have been no revisions to the agreement as a
result of the issues.  The agreement also provides MSC Group the
ability to invest up to $8 million in Protolex, representing up to
30% ownership of Protolex, given the occurrence of certain
events, as defined in the agreement.  Specifically, the agreement
requires MSC Group to make an initial investment in Protolex
during 2001 amounting to $2 million and a $2 million investment
during 2002.  MSC Group did not make any of the investments.
As discussed above, the timetable to meet the terms of the joint
venture agreement has been temporarily delayed and there have
been no changes to the original agreement.

                                   7

<PAGE>

                  MSC GROUP, INC. AND SUBSIDIARIES
                    (A DEVELOPMENT STAGE COMPANY)
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2002
                             (UNAUDITED)

(C)    On November 4, 2001 MSC Technologies Private Limited, a
subsidiary of Milling Systems received an incentive grant from the
Productivity and Standards Board of Singapore to receive grants
up to approximately $385,000.  The grant is to be used for the
research and development of a Rapid Prototype machine from
January 20, 2001 to June 30, 2002. On February 8, 2002, the
Company received approximately $92,000 of the grant for
reimbursement of expenses incurred. On July 11, 2002, the grant
was extended to December 31, 2002.

(D)    In September 2001, MSC Group entered into a joint venture with
Qingqi Group Limited ("Qingqi") for the establishment of a
precision molding making company to be based in Jinan, China
utilizing the manufacturing and mold and die tool rooms in
Qingqi. Qingqi Group Limited is a large Chinese motorcycle and
engine manufacturing company.  Qingqi is also involved in the
automobile and pharmaceutical industries.  The joint venture
contemplates an investment by MSC Group of $150,000 for a
60% participation by MSC Group and 40% by Qingqi for tooling,
mold design and fabrication, with business expected to commence
in October 2002.  As of June 30, 2002, the Company has not
made any investments to this joint venture and there is no
assurance that the joint venture will be effected.

NOTE 3  RELATED PARTY TRANSACTION

Included in other current receivables in the accompanying condensed
consolidated balance sheet at June 30, 2002 are receivables from
affiliated companies amounting to $50,548 representing management
fees, information technology consulting fees and other services.
Affiliated companies represent separate legal entities with a common
director.  Also included in trade and other receivables are advances to
directors and to an ex-director in the amount of $92,456 for
establishing new operations in China.  The Company has a reserve of
$92,456 relating to amounts advanced to the ex-director.  The
Company is aggressively pursuing the repayment of the amount owed
by the ex-director.

Due to directors at June 30, 2002 of $185,647 consists of $104,315 of
expenses paid on the Company's behalf and an $84,856 overpayment
for the purchase of common stock.

                            8

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion is intended to provide an analysis of the
Company's financial condition and plan of operation and should be read in
conjunction with the Company's condensed financial statements and its related
notes. The matters discussed in this section that are not historical or current
facts deal with potential future circumstances and developments. Such
forward-looking statements include, but are not limited to, the development
plans for the growth of the Company, trends in the results of the Company's
development, anticipated development plans, operating expenses and the
Company's anticipated capital requirements and capital resources.  The
Company's actual results could differ materially from the results discussed
in the forward-looking statements.

        Although the Company believes that the expectations reflected in the
forward-looking statements and the assumptions upon which the forward-looking
statements arebased are reasonable, these expectations and assumptions may not
prove to be correct.

Plan of Operation

        MSC Group, Inc. is a holding company with one wholly-owned
subsidiary, Milling Systems & Concepts Private Limited (a Singapore
corporation) which has 11 subsidiaries.  MSC Group, Inc. is located
at 29/31 Gul Avenue, Singapore City, Singapore 629699; its telephone
number is 011 65 863 6626 and its fax number is 011 65 863 6606.

             Subsidiary                              Date of Formation/
        Country of Registry                          Acquisition

MSC Technologies Private Limited                     November 14, 2000
Singapore

MSC Precision Private Limited                        April 14, 2001
Singapore

MSC Industries (Shanghai) Co., Limited               April 19, 2001
China

MSC Solar Systems Private Limited                    June 7, 2001
Singapore

Beijing MSC Logistics Technologies Co., Limited      June 28, 2001
China

MSC Ventures Group (S) Private Limited               July 7, 2001
Singapore

I-MSC.COM Private Limited                            July 7, 2001
Singapore

MSC Rapid Prototyping (S) Private Limited            August 16, 2001
Singapore

MSC Design Private Limited                           August 16, 2001
Singapore

Modern Handling Equipment                            Acquired
Thailand                                             January 1, 2002

MSC Automation Private Limtied                       Acquired
Singapore                                            January 1, 2002

      The Company is marketing its two products, the MSC RP 2000 and MSC
Molding 2000.

        The MSC RP 2000 System is a high-speed milling machine capable of
producing within hours a wood, wax, plastic, light alloy or aluminum
prototype, sample or specimen of any object from a 3-dimensional drawing.
The MSC Molding 2000 is also a high-speed milling machine that produces a
mold or jig from plastic, light alloy or aluminum and can cut or mill and
produce very small features not usually available on traditional computerized
numeric control machines which commonly can only produce a single product
during each manufacturing run.

      The Company's activities have been financed primarily by the sales of
its common stock.  Commencing in the quarter ended December 31, 2001, the
Company generated revenues, through its subsidiary MSC Design Pte. Ltd.
aggregating $37,458.  In the quarter ended June 30, 2002, the Company
generated revenues of $301,929 (oF which $48,073 are sales to affiliated
companies) through its subsidiaries, Modern Handling Equipment Ltd., MSC
Design Pte. Ltd., I-MSC.com Pte. Ltd., and MSC Automation Pte. Ltd.

      The Company's condensed consolidated financial statements have been
presented on the basis that it is a going concern, which contemplates the
realization of assets and satisfaction of liabilities in the normal course
of business. For the three months ended June 30, 2002, the Company had a net
loss of $498,750 and a negative cash flow from operations of $355,638 and an
accumulated deficit of $3,602,125 at June 30, 2002.  These conditions raise
substantial doubt about the Company's ability to continue as a going concern.

      Although management anticipates that operations will commence in the
fiscal year ending March 31, 2003 which may generate revenues possibly
sufficient to meet operating overhead expenses, the Company anticipates that
it may need to raise additional capital in the next twelve months through
the issuance of debt and/or equity securities in order  to continue its plan
of operations.  There is no assurance that revenues will commence by fiscal
year end March 31, 2003, or ever, or if commenced, such revenues will be
sufficient to cover expenses.

      From any revenues or capital contributions it receives, if any, the
Company intends to make investments in research and development and marketing
of its products. The Company anticipates that by the year 2003,  it will start
development of audio and video products, motion controller cards, wireless PDAs
and e-tablets, interacting software for machine to machine communication.  Any
such research and development is dependent upon the ability of the Company to
generate revenue either through sale of its securities or the start of the sale
of its products.   In addition marketing and research, the Company intends to
spend funds, when and if available, on construction of a manufacturing and
office complex and new equipment.

        There is no assurance that the Company can raise additional funds either
through sales of its securities nor through additional sales of any of its
products.

        In March, 2001, the Company applied to the United States Patent Office
for three provisional patents:

             60/275,497     A method and apparatus for producing a prototype
             60/275,497     A prototype production system and method
             60/275-873     A data processing system for implementing an
                            exchange

        In October 2001, MSC Group filed non-provisional patents for the
above 3 provisional patents to the United States Patent Office.  There can be
no assurance that efforts to perfect the patents will be successful. Failure
to perfect the patents may have a material adverse effect on MSC Group's
business.

        On September 19, 2001 MSC Group executed a joint venture agreement
with Protolex LLC ("Protolex"), located in Washington DC to jointly develop a
new motion controller for new generation milling and rapid prototyping
machines. The agreement is effective for 90 days from the date of execution
and the agreement may be superceded by other agreements within the 90-day
time frame and may be extended based upon mutual consent of both parties.  On
January 23, 2002, both parties executed an extension of the original agreement
for 1 year.  Protolex LLC is the manufacturer/producer of state of the art
electronic engineering equipment.  According to the agreement, Protolex will
complete the design and development of a commercial use motor control system
according to MSC Group's specification and MSC Group will fund the project
with $200,000.  Upon the down payment of $50,000, Protolex was to provide
MSC Group with a detailed project development plan to meet a three-month
completion date requirement of producing a working prototype.  MSC Group
paid Protolex the $50,000 on October 1, 2001 and also paid $50,000 on
January 31, 2002.  MSC Group will be responsible for the final integration
and mass production of the commercial units.  In accordance with the agreement,
each party will own its own intellectual property for the effort.
Additionally, MSC Group will grant Protolex a non-exclusive license to sell
the product for a sales fee of 12%.  The timetable to meet the terms of the
joint venture agreement has been temporarily delayed due to technical issues
in the manufacturing process. Both parties are aware of the issues and the
project is expected to continue in the second quarter of fiscal year 2003.
The agreement also provides MSC Group the ability to invest up to $8
million in Protolex, representing up to 30% ownership of Protolex, given the
occurrence of certain events, as defined in the agreement.  Specifically,
the agreement requires MSC Group to make an initial investment in Protolex
during 2001 amounting to $2 million and a $2 million investment during 2002.
MSC Group did not make any of the investments.  The timetable to meet the
terms of the joint venture agreement has been temporarily delayed and there
have been no changes to the original agreement.

        On November 4, 2001 MSC Technologies Private Limited received an
incentive grant from the Productivity and Standards Board of Singapore
amounting to $385,000. The grant is to be used from January 20, 2001 to
June 20, 2002 for the research and development of a rapid prototyping machine.
During 2001, MSC Group launched a series of research and development projects
in Singapore with the intent to develop several key technologies in the milling
and rapid prototyping industry.  On February 8, 2002, the Company received
approximately $92,000 of grant funds.  On July 11, 2002, the Company obtained
an extension of the grant until December 2002 due to the debugging of the
system.

        Qingqi Group Limited is a large Chinese motorcycle and engine
manufacturing company.  Qingqi is also involved in the automobile and
pharmaceutical industries.  In September, 2001, MSC Group entered into a
joint venture with Qingqi for the establishment of a precision molding making
company to be based in Jinan, China utilizing the manufacturing and mold and
die tool rooms of Qingqi.  The plans were postponed until July, 2002. The
joint venture contemplates an investment by MSC Group of $150,000 for a 60%
participation by MSC Group and 40% by Qingqi for tooling, mold design and
fabrication, with business expected to commence in October 2002.  There is
no assurance that the joint venture will be effected and as of June 30, 2002
the Company had not made any investment in this joint venture.

ITEM 3.  CONTROLS AND PROCEDURES.

      The principal executive officer and the principal financial officer
of the Company believe that the controls and procedures within the Company
are effectively ensure that the information required to be disclosed by the
Company  in its periodic reports is recorded, summarized and processed
timely.  The principal executive officer and the principal financial officer
are directly involved in the day-to-day operations of the Company.  There
have been no changes in the issuer's internal controls or in other factors
that could significantly affect these controls.

             PART 2 - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not aware of any legal proceedings pending or threatened
against it.

ITEM 2. CHANGES IN SECURITIES

Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

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

Not Applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

(a) Exhibits

(b) Reports on Form 8-K

          None


                     SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      MSC GROUP, INC.

                                      By: /s/ Steven Mok
                                      President
                                      Dated:  September 13, 2002


                                      By: /s/ Tan Cant Wee
                                      Chief Financial Officer and
                                      Principal Accounting Officer
                                      Dated:  September 13, 2002

<PAGE>
                    CERTIFICATION


I, Mok Siong Cheak, certify that:

1.      I have reviewed this quarterly report on Form 10-QSB of
MSC Group, Inc.

2.      Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.      Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.      The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)      designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within
        those entities, particularly during the period in which this
        quarterly report is being prepared;

b)      evaluated the effectiveness of the registrant's disclosure controls
        and procedures as of a date within 90 days prior to the filing of
        this quarterly report (the "Evaluation Date"); and

c)      presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

5.      The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a)      all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have
	identified for the registrant's auditors any material weaknesses
	in internal controls; and

b)      any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        controls; and

6.      The registrant's other certifying officers and I have indicated in this
        quarterly report whether or not there were significant changes in
        internal controls or in other factors that could significantly affect
        internal controls subsequent to the date of our most recent evaluation,
        including any corrective actions with regard to significant
	deficiencies and material weaknesses.


                                        By: /s/ Steven Mok
        Date:                           ------------------------------
                                        President and Director
<PAGE>

                    CERTIFICATION


I, Tan Cant Wee, certify that:

1.      I have reviewed this quarterly report on Form 10-QSB of
MSC Group, Inc.

2.      Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.      Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.      The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)      designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within
        those entities, particularly during the period in which this
        quarterly report is being prepared;

b)      evaluated the effectiveness of the registrant's disclosure controls
        and procedures as of a date within 90 days prior to the filing of
        this quarterly report (the "Evaluation Date"); and

c)      presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

5.      The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a)      all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have
	identified for the registrant's auditors any material weaknesses
	in internal controls; and

b)      any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        controls; and

6.      The registrant's other certifying officers and I have indicated in this
        quarterly report whether or not there were significant changes in
        internal controls or in other factors that could significantly affect
        internal controls subsequent to the date of our most recent evaluation,
        including any corrective actions with regard to significant
	deficiencies and material weaknesses.


        Date:                              By: /s/ Tan Cant Wee
                                           -------------------------------
                                           Chief Financial Officer
                                           Principal Accounting Officer