<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)

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

                    For Fiscal Year Ended: December 31, 2002

                                       OR

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

     For the transition period from ________________ to ________________

     Commission file number 333-90272
                            --------------------------------------------


                                COMPUPRINT, INC.
                                ----------------
        (Exact name of small business issuer as specified in its charter)

          North Carolina                                   56-1940918
          --------------                                   ----------
  (State or other jurisdiction                           (IRS Employer
of incorporation or organization)                      Identification No.)


          2457 Industrial Park Road, Lincolntown, North Carolina 28092
--------------------------------------------------------------------------------
               (Address of principal executive offices)(Zip Code)

Issuer's telephone number (704) 732-4554
                          ------------------------------------------------------

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

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

Check  whether the issuer (1) filed all reports  required to be filed by 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. Yes [X] No ___

Check if disclosure of delinquent filers in response to Item 405 of Regulation S
B is not  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. [x]

State issuer's revenues for its most recent fiscal year:  $255,059

<PAGE>


As of March 30,  2003,  there were  892,277  shares of the  registrant's  common
stock, par value $0.0001,  issued and outstanding.  Of these, 244,636 shares are
held by non affiliates of the registrant. The market value of securities held by
non-affiliates  is $12,232  based on an assumed  market value per share of $0.05
based on the most recent sale price per share of the  registrant's  common stock
on March 30, 2003.

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



                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933, as amended  ("Securities Act")
-- N/A.





                                       2
<PAGE>




--------------------------------------------------------------------------------
                                TABLE OF CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Item Number and Caption                                                                              Page
-----------------------                                                                              ----
<S>                                                                                                    <C>
         Special Note Regarding Forward-Looking Statements..............................................4

PART I

     1.  Description of Business........................................................................4

     2.  Description of Property........................................................................10

     3.  Legal Proceedings..............................................................................10

     4.  Submission of Matters to a Vote of Security Holders............................................10

PART II

     5.  Market for Common Equity and Related Stockholder Matters.......................................10

     6.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations..........................................................................11

     7.  Financial Statements...........................................................................14

     8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure...........................................................................14

PART III

     9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act..............................................14

     10. Executive Compensation.........................................................................15

     11. Security Ownership of Certain Beneficial Owners and Management.................................16

     12. Certain Relationships and Related Transactions.................................................17

     13. Exhibits and Reports on Form 8 K...............................................................20

     14. Controls and Procedures........................................................................22
</TABLE>


                                       3
<PAGE>



                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains certain financial  information and statements regarding our
operations and financial prospects of a forward-looking  nature.  Although these
statements accurately reflect management's current understanding and beliefs, we
caution you that  certain  important  factors may affect our actual  results and
could  cause  such  results  to  differ  materially  from  any   forward-looking
statements which may be deemed to be made in this Prospectus.  For this purpose,
any  statements  contained  in  this  Prospectus  which  are not  statements  of
historical fact may be deemed to be forward-looking statements. Without limiting
the  generality  of the  foregoing,  words  such as,  "may",  "will",  "intend",
"expect", "believe", "anticipate",  "could", "estimate", "plan" or "continue" or
the negative variations of those words or comparable terminology are intended to
identify forward-looking statements.  There can be no assurance of any kind that
such forward-looking information and statements will be reflective in any way of
our  actual  future  operations  and/or  financial  results,  and  any  of  such
information and statements  should not be relied upon either in whole or in part
in connection with any decision to invest in the shares.

                                     PART I


Item 1.  Description of Business

Investing  in our  common  stock  involves  a high  degree of risk.  You  should
carefully  consider  the risks and  uncertainties  described  below  before  you
purchase any of our common stock.  The Description of our Business follows these
risk factors.

If any of these risks or uncertainties  actually occur, our business,  financial
condition or results of operations could be materially  adversely  affected.  In
this event you could lose all or part of your investment.

                          RISKS CONCERNING OUR BUSINESS

LACK OF PROFIT FROM OPERATIONS.

CompuPrint is not currently  profitable.  It has not been profitable since 1997.
The  current  revenues  have  yet to  reach  the  levels  necessary  to meet all
operating expenses.  In 2001,  CompuPrint  completed its phase out of the Lanier
Worldwide business. Lanier had been a major customer. Additional losses occurred
in 2001 due to an aborted  purchase  order from a Nigerian  company  that was to
purchase significant quantities of our products. CompuPrint may incur additional
losses while it implements  its current sales growth plan.  CompuPrint may never
become profitable.

WE ARE DEPENDENT UPON DAVID R. ALLISON,  ANY REDUCTION IN HIS ROLE IN COMPUPRINT
WOULD HAVE A MATERIAL ADVERSE EFFECT.

The  success of  CompuPrint  is  dependent  on the vision,  knowledge,  business
relationships and abilities of CompuPrint's  president,  CFO and Chairman of the
Board of Directors, David R. Allison. Any reduction of Mr. Allison's role in the
business would have a material adverse effect on CompuPrint. CompuPrint does not
have an  employment  contract  with Mr.  Allison,  nor a key man life  insurance
policy.



                                       4
<PAGE>

WE HAVE A LARGE DEBT THAT WE MAY NOT BE ABLE TO SERVICE AND  THEREFORE IT MAY BE
DIFFICULT FOR US TO CONTINUE OUR OPERATIONS, WHICH MAY RESULT IN A COMPLETE LOSS
OF YOUR INVESTMENT.

As of December 31, 2002,  CompuPrint has promissory notes payable of $582,614 of
which $262,000 is due during 2003 and $320,614 is due during 2004. Certain notes
totaling  $180,000  contain a provision  requiring an extra  payment of the face
amount of the note minus interest due, in the event that CompuPrint  undergoes a
change of control.  Therefore, our total potential liability is $712,614. We may
be unable to  service  this debt and  therefore  it may be  difficult  for us to
continue our operations.  Certain  promissory  notes were issued to officers and
directors,  or entities in which they are beneficiaries,  these promissory notes
total approximately $368,000.

WE HAVE BEEN DEPENDENT UPON PRIVATE  PLACEMENTS AND  AFFILIATE/INTERESTED  PARTY
TRANSACTIONS  FOR  WORKING  CAPITAL  AND WE MAY  HAVE  DIFFICULTY  IN  OBTAINING
ADDITIONAL  FUNDING,  IF REQUIRED,  AND  THEREFORE IT MAY BE DIFFICULT FOR US TO
CONTINUE OUR OPERATIONS.

We have been  dependent  upon proceeds  from private  offerings of our stock and
from debt  offerings to our  officers and  directors.  If  additional  funds are
needed,  we may have difficulty  obtaining them, and we may have to accept terms
that would  adversely  affect our  shareholders.  For example,  the terms of any
future  financings may impose  restrictions on our right to declare dividends or
on the manner in which we conduct our business.  Also,  lending  institutions or
private  investors  may impose  restrictions  on future  decisions by us to make
capital expenditures, acquisitions or asset sales. Therefore it may be difficult
for us to continue our  operations,  which may result in a complete loss of your
investment.

We may not be able to locate additional  funding sources at all or on acceptable
terms. If we cannot raise funds on acceptable  terms, if and when needed, we may
not be able to  grow  our  business  or  respond  to  competitive  pressures  or
unanticipated requirements, which could seriously harm our business.

UNLESS A PUBLIC MARKET  CONTINUES  FOR OUR COMMON STOCK,  YOU MAY NOT BE ABLE TO
SELL YOUR SHARES, THEREFORE YOUR INVESTMENT WOULD BE A COMPLETE LOSS.

There has been no  significant  public  market for our common  stock.  An active
trading  market may never  develop or, if developed,  it may not be  maintained.
Failure to develop or maintain an active trading market could negatively  affect
the price of our  securities,  and you may be unable  to sell your  shares,  and
therefore your investment would be a complete loss.

THERE ARE A LARGE  NUMBER OF SHARES  THAT MAY BE  ISSUED  UPON THE  EXERCISE  OF
OUTSTANDING  WARRANTS  THAT MAY BE AVAILABLE  FOR FUTURE  SALE,  AND THE SALE OF
THESE SHARES WILL DILUTE YOUR  OWNERSHIP AND MAY DEPRESS THE MARKET PRICE OF OUR
COMMON STOCK.

As of March  30,  2003,  we had  892,277  shares  of  common  stock  issued  and
outstanding  and warrants to purchase  340,614 shares of common stock at a price
of one cent ($0.01) per share. The sale of these shares issued upon the exercise
of  outstanding   warrants  would  dilute  your  ownership  in  the  Company  by
approximately  one third and could  adversely  affect  the  market  price of our
common stock.



                                       5
<PAGE>

OUR STOCK IS SUBJECT TO THE PENNY STOCK RULES.

Broker-dealer  practices in connection  with  transactions in "penny stocks" are
regulated by certain rules adopted by the  Securities  and Exchange  Commission.
Penny stocks  generally  are equity  securities  with a price of less than $5.00
(other than securities  registered on certain national  securities  exchanges or
quoted on the  NASDAQ  Stock  Market  provided  that  current  price and  volume
information  with respect to  transactions in such securities is provided by the
exchange  or  system).  The  rules  require  that a  broker-dealer,  prior  to a
transaction  in a penny stock not  otherwise  exempt  from the rules,  deliver a
standardized  risk  disclosure  document that provides  information  about penny
stocks and the risks in the penny  stock  market.  The  broker-dealer  also must
provide the customer with current bid and offer  quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in connection with the
transaction  and monthly  account  statements  showing the market  value of each
penny stock held in the customer's  account.  In addition,  the rules  generally
require that prior to a transaction  in a penny stock,  the  broker-dealer  must
make a  special  written  determination  that  the  penny  stock  is a  suitable
investment for the purchaser and receive the  purchaser's  written  agreement to
the transaction.  These disclosure  requirements may have the effect of reducing
the liquidity of penny stocks.  If our  securities  become  subject to the penny
stock rules,  investors in the offering may find it more difficult to sell their
securities.

OUR DIRECTORS AND EXECUTIVE  OFFICERS  BENEFICIALLY OWN APPROXIMATELY 43% OF OUR
STOCK AND WARRANTS THAT MAY BE EXERCISED  INTO AN ADDITIONAL  260,023  SHARES OF
OUR STOCK; THEIR INTERESTS COULD CONFLICT WITH YOURS; SIGNIFICANT SALES OF STOCK
HELD BY THEM COULD HAVE A NEGATIVE EFFECT ON OUR STOCK PRICE;  SHAREHOLDERS  MAY
BE UNABLE TO EXERCISE CONTROL.

As of March 31, 2003,  our executive  officers and directors were the beneficial
owners  of  approximately  43% of our  common  stock  and  warrants  that may be
exercised  into  an  additional  260,023  shares  of our  common  stock.  If our
executive officers and directors were to exercise their warrants to purchase the
additional  260,023 shares of our common stock they would then  beneficially own
approximately 57% of our common stock. As a result,  our executive  officers and
directors will have significant ability to:

     -- elect or defeat the election of our directors;
     -- amend or prevent  amendment of our articles of  incorporation or bylaws;
     -- effect or prevent a merger, sale of assets or other corporate
        transaction; and
     -- control the outcome of any other matter submitted to the shareholders
        for vote.

As a result of their  ownership  and  positions,  our  directors  and  executive
officers,   collectively,  are  able  to  significantly  influence  all  matters
requiring shareholder approval, including the election of directors and approval
of significant corporate transactions. In addition, sales of significant amounts
of shares held by our directors and executive officers, or the prospect of these
sales, could adversely affect the market price of our common stock. Management's
stock  ownership may discourage a potential  acquirer from making a tender offer
or otherwise  attempting to obtain control of us, which in turn could reduce our
stock price or prevent our shareholders  from realizing a premium over our stock
price.



                                       6
<PAGE>

                                  OUR BUSINESS

The Company

Prior to 2002,  CompuPrint was a remanufacturer and distributor of laser and ink
jet printer  cartridges.  Additionally,  the Company  repairs and markets  laser
printers,  and  collects  empty  laser and ink jet  cartridges  for  reuse.  The
company's  headquarters and  distribution  facilities are located in Lincolnton,
North Carolina, approximately 35 miles from Charlotte, North Carolina.

The Products and Services

CompuPrint  has  segmented  its  market  into 4  separate  product  and  service
categories. First are laser printer cartridges. These are further segmented into
EOM cartridges  (Exceeding  Original  Manufacturer),  representing the Company's
highest quality line of laser products. In order to meet the competitive demands
of  the  traditional   remanufactured   market,  the  Company  has  developed  a
corresponding  line of compatible  laser  cartridges.  CompuPrint  believes that
these compatible  cartridges are priced  approximately  20-25% below the highest
quality EOM cartridges.

The second product category is ink jet cartridges.  The Company is a distributor
of its own CompuPrint brand of ink jet cartridges.

The third profit category are empty laser and ink jet cartridges.  Empty printer
cartridges have a value due to the necessity of recapturing these cartridges for
the  remanufacturing  process.  There  exists a ready market for  virtually  any
number of empty cartridges collected and available for resale.

Finally, the servicing of laser printers is a revenue and profit segment.

The Market

The worldwide  printer,  print  cartridge,  repair and  consumable  market is in
excess of $35 billion.  research  group).  CompuPrint  believes  that 350 to 400
million printer cartridges are sold each year.

The largest industry users of these products and services are hospitals/medical,
banking/mortgage processing, legal and accounting.

Competition

The major  equipment  manufacturers  produce  and sell OEM  (original  equipment
manufacturer) cartridges for their printers and provide maintenance and service.
Major  companies in this category  include  Hewlett  Packard,  Canon and Lexmark
(formerly  IBM),  as  well  as  other  major  office  product  companies.  Their
competitors  are made up of a large  number  of  mostly  small  to  medium-sized
independent  remanufacturers and refillers of laser and ink jet cartridges, many
of which also  engage in  various  maintenance  and  service  activities.  These
cartridge  suppliers are in two general groups: (1) remanufacturers of the laser
print cartridges  which include  CompuPrint and (2) cartridge  refillers,  lower
quality  providers  and sales  companies  such as broker  operations.  The lower
quality  offerings  from the second  category  provide  both an obstacle  and an
opportunity for the Company.  CompuPrint believes that there exists a reluctance
by those that have experienced poor performance from the products of this second
category,  to consider  utilizing  remanufactured  cartridges.  With the general
downturn in the economic  climate  today,  many  companies  are  demanding  cost
reductions.  CompuPrint believes that with its high end products,  its customers
can receive cost savings without sacrificing performance.



                                       7
<PAGE>

CompuPrint does not have reliable data on its competitors' market share position
or on our relative position by product segment.  Again, management believes that
the worldwide sales of printer  cartridges are  approximately 350 to 400 million
units  annually,  and  therefore,  CompuPrint's  sales of  3,500 to 4,000  units
annually are an insignificant percentage of the entire market.

Competitive Advantages

CompuPrint  believes that it enjoys competitive  advantages in comparison to OEM
products in 3 areas, quality, yield and price.  CompuPrint believes that against
other  remanufacturers these advantages are even greater in the areas of quality
and yield.  The  Company's  EOM  ("Exceeds  Original  Manufacturer")  cartridges
utilize  high  quality  aftermarket  components.  CompuPrint  believes  that the
quality of print form the EOM cartridges are high in terms of the density of the
black  print and  clarity  of images.  Cartridge  yield is the number of printed
pages per cartridge.

Another important  competitive  advantage is the cartridge recycling program. By
collecting  empty laser cartridges at a low cost, the Company is able to acquire
costly raw material  components at less than the alternative of purchasing empty
cartridges on the open market.

The  sources of  after-market  supplies  for  remanufacturing  print  cartridges
include  hundreds of suppliers,  and CompuPrint  believes that these sources are
readily  available.  CompuPrint's  primary  raw  material  suppliers  for  major
components are: Static Control,  Stanford, NC; Future Graphics,  Chatsworth, CA;
Graphic  Technologies,  Camarillo,  CA; Oasis, Nashua, NH; AQC, Pompano, FL; and
Sino, Muscle Shoals, AL.

Business Strategy
The following are some of the programs that CompuPrint has implemented:

1. South Carolina  Lions Clubs - The Executive  Director of the S.C. Lions clubs
has initiated a fund raising program in conjunction with  CompuPrint,  utilizing
empty laser and ink jet cartridges,  called "RECYCLE FOR SIGHT".  The S.C. Lions
will receive a contribution from CompuPrint for every empty cartridge collected.
In  addition,  they will  receive a  percentage  of sales of all new  cartridges
purchased by members and affiliated organizations.

2. North Carolina Lions Club - The N.C. Lions have a similar program in place as
South Carolina Lions. Their goals are to grow the collection of empty cartridges
to at least 200,000 annually. CompuPrint is working with both Lion organizations
to support the achievement of their respective goals,  including  development of
program specific literature, unique collection boxes, personal sales and support
and participation.



                                       8
<PAGE>

3.  Mecklenburg  County  Schools  (North  Carolina) - The  Charlotte  Chamber of
Commerce is  supporting  an aggressive  fund raising  initiative  with a goal of
raising  enough  money  to put  computers  in all  Mecklenburg  County  schools.
CompuPrint  has partnered  with the Chamber with a cartridge  recycling  program
similar to the program  described  for the Lions.  The Chamber has stated  their
goal is to be able to raise a minimum of $1 million  annually with this program.
It is now being  pilot  tested  with about a dozen  major  Charlotte  businesses
including Duke Energy, Belks, and Bank of America.

4. Wake Educational  Partnership-  The Partnership is an independent  subsidiary
unit of the Wake County  School  System  (North  Carolina).  Their mission is to
introduce and implement new and unique educational programs to designated county
schools.  They must also fund those  programs  and the funding  comes  primarily
through donations from area businesses. CompuPrint's cartridge recycling program
fit well with their fund raising requirements. The Partnership in closely allied
with all 10 Wake County, North Carolina independent Chambers of Commerce as well
as all county  schools,  administrators,  teachers  and PTO's.  The  Program was
initiated the beginning of January 2002.

5. NCARF- The North Carolina Association of Rehabilitation Facilities (NCARF) is
the association for the states independent  training  facilities for people with
disabilities.  They have 65 members  throughout  North Carolina.  The CompuPrint
sales team will be working to support its recycling  collection  program as well
as the  sale of new  cartridge  products  to those  members  and  their  support
organizations. The Executive Director of NCARF strongly supports this Program.

Our products are distributed by several methods.  Transit methods include common
carrier and UPS. Shipments are to either our distributors'  warehouse facilities
or  direct  shipped  to end  users  with our  invoice  going to the  appropriate
distributor.  Other  intermediaries  for  our  products  are  independent  sales
representatives.  Distribution  under this arrangement is direct shipment to and
invoicing to the end user, with a commission  payment to the  independent  sales
representative.

EMPLOYEES

As of  March  30,  2003,  we  had  6  employees,  included  in   management  and
administration, hourly production and full time sales representatives. There are
no collective bargaining agreements in effect. We believe the relations with our
employees are good.

INTELLECTUAL PROPERTY

We have no trademark, copyright or patent protection at this time.

REGULATION

Our operations are not currently  subject to direct  regulation by  governmental
agencies other than regulations applicable to businesses generally.



                                       9
<PAGE>

Item 2.  Description of Property

We currently lease an 8,000 square foot building in Lincolnton,  North Carolina,
which contains our operations.  We sublease this building from Ted Polk, and Tom
Fox, our operations manager and sales manager respectively. Our monthly lease is
$1,500. We are guarantors on the master lease Mr. Polk and Mr. Fox have with the
property owner FVF Development  Company,  Inc.,  thereby  guaranteeing the lease
payments and the  purchase of the property for $140,000 on or before  August 31,
2003,  should  Mr.  Polk and Mr.  Fox fail to do  either.  We  believe  that our
property is adequate and suitable for its intended purposes.

A lease purchase agreement was entered into between Ted Polk and Tom Fox and FVF
Development Company,  Inc. on March 20, 2002. The company pays the $1,500.00 per
month lease payment to FVF Development under this new agreement. If Mr. Polk and
Mr. Fox exercise their purchase option on or before August 31, 2003, the Company
will continue to operate in the same facility  with a separate  lease  agreement
with the new owners.

Although most of CompuPrint's  assets are at the end of their depreciable lives,
management  believes  that the assets are not at the end of their useful  lives,
thus replacement is not yet required or under consideration. Also, the leasehold
improvements have been fully amortized since the lease expired in early 2002.


Item 3.  Legal Proceedings


We are not a party to, nor are we aware of any  existing,  pending or threatened
lawsuits or other legal actions.

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

         None.


                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

MARKET INFORMATION

         Our  Common  Stock is quoted  on the  Over-the-Counter  Bulletin  Board
operated by the  National  Association  of  Securities  Dealers.  Our shares are
listed under the symbol "CPPT."

         The following table sets forth, for the fiscal quarters indicated,  the
high and low bid  prices per share of the our Common  Stock as  reported  on the
NASD  Over-the-Counter  Bulletin  Board.  The  quotations  reflect  inter dealer
prices,  without retail mark-up,  mark-down or commissions and may not represent
actual transactions.



                                       10
<PAGE>

                                                           Common Stock

Year Ended December 31, 2002                             High         Low

Fourth Quarter (first available October 31, 2002)         .50         .25




     On April 16, 2003,  the closing bid price for our common stock was $0.05.

There are approximately fifty-six (56) record holders of common equity.

There are warrants  outstanding to purchase 340,614 shares of CompuPrint  common
stock.

We have outstanding 892,277 shares of our common stock. Of these shares, 892,277
shares,  will be freely tradable  without  restriction  under the Securities Act
unless  held by our  "affiliates"  as that term is defined in Rule 144 under the
Securities  Act.  These shares will be eligible  for sale in the public  market,
subject to certain volume  limitations and the expiration of applicable  holding
periods under Rule 144 under the Securities Act.  Non-affiliates  currently hold
504,659  shares of our  common  stock,  or  fifty-seven  percent  (57%),  of our
outstanding shares. In general,  under Rule 144 as currently in effect, a person
(or persons whose shares are aggregated) who has  beneficially  owned restricted
shares for at least one year (including the holding period of any prior owner or
affiliate)  would be entitled to sell within any three-month  period a number of
shares  that does not  exceed  the  greater  of (1)% of the  number of shares of
common stock then  outstanding  or (2) the average  weekly trading volume of the
common stock during the four calendar  weeks  preceding the filing of a From 144
with  respect to such  sale.  Sales  under Rule 144 are also  subject to certain
manner of sale  provisions and notice  requirements  and to the  availability of
current  public  information  about us. Under Rule  144(k),  a person who is not
deemed to have  been an  affiliate  of us at any time  during  the three  months
preceding a sale, and who has beneficially  owned the shares proposed to be sold
for at least two years  (including  the holding period of any prior owner except
an affiliate), is entitled to sell such shares without complying with the manner
of sale, public information, volume limitation or notice provisions of Rule 144.

We can offer no  assurance  that an active  public  market  in our  shares  will
develop.  Future sales of substantial amounts of our shares in the public market
could  adversely  affect  market prices  prevailing  from time to time and could
impair our ability to raise capital through the sale of our equity securities.

DIVIDEND POLICY

We have  never  declared  or paid any cash  dividends  on our common  stock.  We
anticipate  that any earnings will be retained for  development and expansion of
our  business  and  we do  not  anticipate  paying  any  cash  dividends  in the
foreseeable  future.  Our board of  directors  has sole  discretion  to pay cash
dividends  based on our  financial  condition,  results of  operations,  capital
requirements, contractual obligations and other relevant factors.


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

OVERVIEW

CompuPrint,  Inc. was incorporated under the laws of North Carolina on September
15, 1995.  CompuPrint is a distributor of laser and ink jet printer  cartridges.
The Company also engages in the recycling of printer cartridges.



                                       11
<PAGE>

RESULTS OF OPERATIONS


Over the past  fiscal  year we have  experienced  a  decrease  in  revenues,  an
increase in operating costs and an increase in losses.

Our  revenues for the fiscal year ended  December  31, 2002 (the "2002  Period")
were $255,059,  compared to $289,147,  for the year ended December 31, 2001 (the
"2001  Period").  This  decrease  in  revenues  was due  largely  to the loss of
business from Lanier  Worldwide.  Lanier  Worldwide was a major  customer of our
replacement  printer  cartridges  until it was  acquired by Richoh.  When Richoh
acquired  Lanier  Worldwide,  it  began  to  use  its  own  replacement  printer
cartridges and discontinued  purchasing from  CompuPrint.  This loss of business
began in December 2000, and increased in the 2001 Period and the 2002 Period.


Selling,  general and administrative expenses for the 2002 Period were $473,604,
compared to $581,112,  for the 2001 Period.  This  reduction  was due to cutting
back expenses after the loss of the Lanier Worldwide business.


Depreciation and amortization  expense  decreased from $45,456,  during the 2001
Period to  $9,897,  during  the 2002  Period,  due to most of our  property  and
equipment having reached the end of their useful lives for accounting  purposes,
although they are still used in our operations.


Interest  expense  increased to $329,056,  during the 2002 Period from  $15,525,
during the 2001 Period. This significant increase was due to increased levels of
borrowings from our directors and others, although much of this interest expense
was accrued and not paid.


Our total  operating  expenses for the fiscal year ended  December 31, 2002 were
$812,557, compared to $642,093 for the fiscal year ended December 31, 2001. This
increase was due to the significant increase in interest expense being offset by
the lesser reduction in selling, general and administrative expenses.


Net loss for the fiscal year ended December 31, 2002 was $765,144, compared to a
net loss of $571,953 for the year ended  December  31, 2001,  due to the factors
described above.

CompuPrint enjoyed large gross margins on the cartridges built for Lanier. Gross
margins have decreased since the loss of the Lanier business.  We also increased
our  inventory  of our  standard  products  that  were  built in place of Lanier
products.  Much of this inventory was built up in  anticipation of business from
Nigeria that was not obtained.



                                       12
<PAGE>

It took  CompuPrint  over one year to adequately  cut back on expenses after the
loss  of the  Lanier  business.  Many  events  during  that  period  buoyed  our
expectations for immediate replacement of the business loss. The Lanier business
was phased  out over a period of  approximately  one year.  In  September  2000,
Lanier stopped  purchasing our Hewlett Packard  compatible  cartridges and began
purchasing  cartridges  directly from Hewlett Packard.  In December 2000, Lanier
was  acquired  by Ricoh  and the  initial  expression  from  high  level  Lanier
management was that they would continue to purchase new Lanier specific  product
line from the Company.  This  position was  reinforced  until May 2001, at which
time all sales to Lanier ceased.  Additionally,  in 2001 we had a purchase order
agreement  with  a  Nigerian  company  for  exporting  large  quantities  of our
products.  We built the inventory for the 1st order  (approx.  $60,000) over a 3
month period, with a $20,000 down payment,  but the balance was not received and
the  relationship was terminated.  Further,  management had identified other new
and sizable  opportunities that appeared imminent that would require the current
skilled  workforce,  but these  perceived  opportunities  did not  result in new
business.  The largest component of our costs was labor and salaries.  The level
of these expenses was gradually reduced through attrition.

The  management  of the  Company  has made many  adjustments  in 2002 to improve
operations.  Although we continue to aggressively  pursue sales of new laser and
ink jet  cartridges,  the  focus  has  been on  expanding  our  empty  cartridge
collection program. This is the most profitable and promising segment,  enjoying
margins of 60-70%. This empty cartridge  collection program is just beginning to
be established in many areas. As the  implementation of this program  continues,
we expect our revenues and profits to increase.

We have made significant reductions in our cost structure to more closely
align our costs with the  revenues and  corresponding  gross  profit.  The empty
collection  program has a low cost demand in terms of  personnel,  fixed assets,
and supplies.

LIQUIDITY AND CAPITAL RESOURCES

Management  projects  that  CompuPrint  will  require an  additional  $30,000 in
funding for working  capital  over a 90 day period  beginning  March 31, 2003 to
sustain its operations

As of December 31, 2002 our cash on hand was  $54,172.  As of December 31, 2002,
our total  current  assets were  $77,724,  our total  current  liabilities  were
$408,803, and we had negative working capital of $331,079.

Additionally, as of December 31, 2002, CompuPrint had notes payable of $582,614.
A substantial portion of these notes come due on July 31, 2003.

CompuPrint's  five  directors have committed to loan to (or seek funding for) up
to $180,000 for operating  expenses over the next twelve  months,  if necessary.
The loans  are not to  exceed  $15,000  per  month  and will be  similar  to the
promissory notes previously executed between the directors and
the  Company,  with one year  terms,  10 to12 % interest  rate,  and may include
warrants exercisable into one share of common stock for each dollar lent, with a
$.01 strike price and a five year term.


                                       13
<PAGE>

Item 7.  Financial Statements

         The financial statements included beginning  immediately  following the
signature  page  to  this  report.  See  Item  13  for a list  of the  financial
statements and financial statement schedules included.

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

None.

                                    Part III


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

EXECUTIVE OFFICERS AND DIRECTORS

The following are CompuPrint's  directors and executive  officers.  The terms of
all  directors  expire  at the next  annual  meeting  of  shareholders  and upon
election  of their  successors.  The  terms of all  officers  expire at the next
annual meeting of the board of directors and upon the election of the successors
of such officers.

Name                            Age    Position

David R. Allison                55     President, CFO and Chairman of the Board
Jennifer C. Shults              32     Secretary
Henry H. Scherich, Ph.D.        64     Director
Joseph Isaac "Ike" Lewis        62     Director
Peter L. Coker, Sr.             60     Director
Andrew S. Holt, III             72     Director

DAVID R. ALLISON,  President,  CFO and Chairman of the Board of Directors  since
August,  2000. From September,  1999 to July 2000 he was vice president of sales
for  CompuPrint.  From 1993 to August 1999 he was vice president of Custom Craft
Packaging,  Inc.  From 1985 to 1993 he was the founder and president of Com-Tech
Packaging,  Inc. Mr. Allison  graduated from the University of Denver with a B.S
degree in Business Administration in 1971.

JENNIFER C. SHULTS, Secretary. Ms. Shults has been the secretary, and manager of
quality,  training and R&D, since 1999. From 1997 to 1999 Ms. Shults was a press
operator at Steel  Rubber  Products,  Inc.  From 1994 to 1997 Ms.  Shults was an
inspection supervisor at Natural Knit Fabrics, Inc.



                                       14
<PAGE>

ANDREW S. HOLT, III, Director.  Mr. Holt has been a director since 1996. 1n 1999
Mr. Holt retired from a career in the insurance brokerage business. From 1994 to
1999 he was a broker with World Marketing Alliance, Inc. Mr. Holt graduated from
the  University  of North  Carolina  at  Chapel  Hill  with a B.S.  in  Business
Administration in 1954.

HENRY H. SCHERICH, PH.D., Director. Dr. Scherich has been a director since 2000.
Since  1981  Dr.  Scherich  has  been  the  President  and  CEO  of  Measurement
Incorporated.  Measurement  Incorporated is an employee-owned  corporation which
contracts  with state and local  departments  of  education,  other  educational
agencies,  and private  businesses to develop and score  educational  tests. Dr.
Scherich is a member of the following  boards:  Downtown  Durham,  Inc. Board of
Directors,   1994-present;   Duke  University  Eye  Center  Board  of  Advisors,
1999-present; Durham Chamber of Commerce; Board of Directors,  1999-present; The
Carolina Theatre of Durham Board of Trustees,  1996-present;  and Hayti Heritage
Center Board of Directors.  Dr. Scherich  earned his BA from Ottawa  University,
his MA from University of Illinois,  Champaign - Urbana, Illinois, and his Ph.D.
from Southern Illinois University, Carbondale, Illinois.

PETER L. COKER,  SR.,  Director.  Mr. Coker has been a director  since 2000. Mr.
Coker has been a Partner  and Senior  Managing  Director  of Capital  Investment
Partners,  LLC, an  investment  banking  firm in Raleigh,  NC since 1996.  He is
currently  Managing  Director of Tryon Capital,  LLC. Mr. Coker founded American
Asset Management  Company,  Inc. (New York) in 1978. As President,  he built the
investment  advisory firm to $500 million under management which included equity
and debt management as well as hedging currency risks for foreign  clients.  Mr.
Coker is a  partner  and one  third  owner  of BIP  Partnership,  an  investment
partnership.    From   1968   to   1977,    Mr.   Coker   was   Assistant   Vice
President/Investment  Officer of Bethlehem  Steel  Corporation  with  investment
responsibilities  for their  self-managed  one billion dollar pension fund. From
1977 to 1978, Mr. Coker was a Senior  Investment  Officer at McGlinn  Investment
Services, Reading, Pennsylvania.

Mr.  Coker  currently  sits on the boards of  directors  of  RemoteLight,  Inc.,
e-trials,  Inc., and The North Carolina State  University  Investment  Fund, and
Equitel,  Inc. (formerly Wolfpack  Corporation).  He is also a member of the New
York  Society of Security  Analysts.  He  graduated  from North  Carolina  State
University  in 1966  with a B.A.  degree in  Economics,  and in 1968 with a M.A.
degree in Economics.

JOSEPH ISAAC "IKE" LEWIS,  Director.  Mr. Lewis has been a director  since 1996.
Mr. Lewis has been the secretary and treasurer of IKEX, Inc. since 1993. IKEX is
in the  business  of  agricultural  seeds  and  fertilizers.  Mr.  Lewis  is the
president and a director of UBA  Enterprises,  Inc. an investment  company.  Mr.
Lewis is a  partner  and one  third  owner  of BIP  Partnership,  an  investment
partnership.  From 1961 to 1993,  Mr.  Lewis was  president  and CEO of Southern
Seeds, Inc., which is in the business of agricultural seeds and fertilizers. Mr.
Lewis is the chairman of the board of directors of Community  Resources Exchange
and also serves on the board and MayCraft,  Inc. Mr. Lewis earned a B.S.  Degree
in Forest Management from North Carolina State University in 1963.


Item 10.  Executive Compensation

         Executive Compensation

         The following table shows  compensation  earned during the fiscal years
ended December 31, 2002, 2001 and 2000 by our executive officers.



                                       15
<PAGE>

                           Summary Compensation Table


<TABLE>
<CAPTION>
                                                                                 Long Term Compensation
                                          Annual Compensation                 Awards                 Payouts
                                                                         Restricted   Securities               All Other
                                                         Other Annual       Stock     Underlying     LTIP       Compen-
           Name &                     Salary    Bonus    Compensation      Awards      Options/     Payouts     sation
     Principal Position        Year     ($)      ($)          ($)            ($)       SARs (#)       ($)         ($)
     ------------------        ----     ---      ---          ---            ---       --------       ---         ---
<S>                            <C>       <C>      <C>          <C>            <C>          <C>         <C>         <C>
David R. Allison               2002     -0-      -0-          -0-            -0-          -0-         -0-         -0-
President, Treasurer and
Secretary                      2001     -0-      -0-          -0-            -0-          -0-         -0-         -0-
                               2000     -0-      -0-          -0-            -0-          -0-         -0-         -0-
</TABLE>




Item 11. Security Ownership of Certain Beneficial Owners and Management

         Security Ownership of Certain Beneficial Owners

The  following  table  sets  forth  certain  information   regarding  beneficial
ownership  of our common  stock as of March 31,  2003 (i) by each  person who is
known by us to beneficially  own more than 5% of our common stock;  (ii) by each
of our officers and directors; and (iii) by all of our officers and directors as
a group:

<TABLE>
<CAPTION>
                                                                           AMOUNT OF COMMON       PERCENT OF CLASS
NAME AND ADDRESS OF                          EXECUTIVE OFFICE HELD        STOCK BENEFICIALLY          OF COMMON
BENEFICIAL OWNER (1)                               (IF ANY)                    OWNED (2)              STOCK (3)
--------------------                               --------                    ---------              ---------
<S>                                                                              <C>    <C>              <C>
David R. Allison                       President, CEO and Director               98,268 (4)              11%

Peter L. Coker, Sr.                    Director                                 477,726 (5)              44%

Joseph Isaac "Ike" Lewis               Director                                  47,193 (6)               5%

Henry H. Scherich                      Director                                  31,705 (7)               3.5%

Andrew S. Holt, III                    Director                                   3,062 (8)     less than 1%

Eugene V. Grace                        Shareholder                               95,972                  10%
911 Broad Street
Durham, NC 27705

Judith C. Vinyard                      Shareholder                               50,000                   6%
611 Patio Drive
Columbia, SC 29212

All Executive Officers and Directors
as a Group (4 persons)                                                          657,954 (9)              57%
</TABLE>


(1)  Unless otherwise  indicated,  the address of each principal  shareholder is
     c/o CompuPrint, Inc., 2457 Industrial Park Road, Lincolnton, North Carolina
     28092.

(2)  Beneficial  Ownership is determined  in  accordance  with Rule 13d-3 of the
     1934 Exchange Act and generally  includes  voting or investment  power with
     respect  to  securities.  Shares of common  stock  subject  to  options  or
     warrants   currently   exercisable  or   convertible,   or  exercisable  or
     convertible  within 60 days of March 31, 2003, are deemed  outstanding  for
     computing the  percentage of the person  holding such option or warrant but
     are not  deemed  outstanding  for  computing  the  percentage  of any other
     person. To the best knowledge of CompuPrint,  each of the beneficial owners
     listed herein has direct  ownership of and sole voting power and investment
     power with respect to the shares of our common  stock,  except as set forth
     herein.



                                       16
<PAGE>

(3)  Percentages  are  based  on a total  of  892,277  shares  of  common  stock
     outstanding  on March 31, 2003,  and the shares  issuable  upon exercise of
     warrants within 60 days of March 31, 2003, as described below.

(4)  Includes  15,398  shares  subject to warrants  exercisable  within 60 days.
     Also, includes 8,500 shares subject to warrants  exercisable within 60 days
     held by the Elizabeth H. Allison 1995 Education  Trust of which Mr. Allison
     and members of Mr. Allison's family are beneficiaries.

(5)  Includes  230,478  shares subject to warrants  exercisable  within 60 days.
     Includes  87,848 shares held by the Three Oaks Trust of which David Seaford
     is the trustee and beneficial owner; however,  pursuant to the Voting Trust
     Agreement, dated September 30, 2000, all voting rights are held by Peter L.
     Coker,  Sr.  Further,  Mr.  Seaford  and Mr.  Coker  have  entered  into an
     agreement  whereby Mr. Coker has the right to purchase these 87,848 shares.
     This Voting Trust Agreement will terminate  either upon mutual agreement of
     the parties or when Mr. Coker  purchases from Mr. Seaford all of the shares
     that are subject to the Voting Trust Agreement. Neither of these events has
     occurred.

(6)  Includes  5,651  shares  subject to  warrants  exercisable  within 60 days.
     Includes  10,000  shares  held by IKEX  Profit  Sharing.  Mr.  Lewis is the
     secretary and treasurer of IKEX,  Inc., which controls IKEX Profit Sharing.
     Mr. Lewis' son, Exum Lewis is the majority  shareholder of IKEX,  Inc. Also
     includes 20,000 shares held by UBA  Enterprises,  Inc., and includes 11,542
     shares subject to warrants held by UBA Enterprises, Inc. exercisable within
     60 days. Mr. Lewis is the president, director and a minority shareholder of
     UBA Enterprises, Inc.

(7)  Includes 25,705 shares subject to warrants exercisable within 60 days.

(8)  Includes 3,062 shares subject to warrants exercisable within 60 days.

(9)  Includes 260,023 shares subject to warrants exercisable within 60 days.


Item 12.  Certain Relationships and Related Transactions

There is a Voting Trust  Agreement  dated  September  30,  2000,  among David T.
Seaford, CompuPrint and Peter L. Coker, whereby Peter L. Coker is the trustee of
David T.  Seaford's  87,848  shares of common stock of  CompuPrint,  and as such
Peter L. Coker has the voting rights to those shares.

In January 2001, CompuPrint's founder and former president David T. Seaford sold
to David R. Allison 10,000 shares of Mr.  Seaford's  CompuPrint  common stock in
exchange for $900 and 2,040 shares of Wolfpack  Corporation (now Equitel,  Inc.)
common stock which was owned by David R. Allison.  The Wolfpack stock was valued
at $2.50 per share and the value placed on the 10,000  shares of the  CompuPrint
common stock was $.60 per share. The total purchase price was $6,000. The market
price of the Wolfpack stock in January,  2001 was $.66 per share.  The valuation
of the  Wolfpack  stock and  CompuPrint  stock was a  negotiated  price that the
parties mutually agreed upon on October 1, 2000 when the purchase  agreement was
entered into.

Pursuant to the Stock Purchase and General Release  Agreement,  between David T.
Seaford,  Peter L. Coker,  David R. Allison and  CompuPrint,  signed  October 1,
2000,  CompuPrint  purchased 27,000 shares of its common stock at $.30 per share
from David T. Seaford as follows:  on January 19, 2001, 9,000 shares; on July 2,
2001, 9,000 shares; and on August 15, 2001, 9,000 shares.

In April 2001,  CompuPrint's  founder and former president David T. Seaford sold
to David R. Allison 15,000 shares of Mr.  Seaford's  CompuPrint  common stock in
exchange for  $1,687.50  and 3,825 shares of Wolfpack  Corporation  common stock
which was owned by David R. Allison.  The Wolfpack stock was valued at $2.50 per
share and the value placed on the 15,000 shares of the  CompuPrint  common stock
was $.75 per share.  The total purchase  price was $11,250.  The market price of
the Wolfpack  stock in April was $.63 per share.  The  valuation of the Wolfpack
stock and  CompuPrint  stock was a  negotiated  price that the parties  mutually
agreed upon on October 1, 2000 when the purchase agreement was entered into.



                                       17
<PAGE>

In July 2001, CompuPrint's founder and former president David T. Seaford sold to
David R.  Allison,  CompuPrint's  president,  CEO and  Chairman  of the Board of
Directors, 20,000 shares of CompuPrint's common stock in exchange for $2,700 and
6,120  shares of Wolfpack  Corporation  common stock which was owned by David R.
Allison.  The Wolfpack  stock was valued at $2.50 per share and the value placed
on the 20,000 shares of CompuPrint's  common stock was $.90 per share. The total
purchase price was $18,000.  The market price of the Wolfpack stock in July 2001
was $.55 per share. The valuation of the Wolfpack stock and CompuPrint stock was
a negotiated price that the parties mutually agreed upon on October 1, 2000 when
the purchase agreement was entered into.

In October 2001, CompuPrint's founder and former president David T. Seaford sold
to David R. Allison 25,000 shares of  CompuPrint's  common stock in exchange for
$3,937.50 and 8,925 shares of Wolfpack  Corporation common stock which was owned
by David R.  Allison.  The Wolfpack  stock was valued at $2.50 per share and the
value placed on the 25,000 shares of the  CompuPrint  common stock was $1.05 per
share.  Total purchase price $26,250.  The market price of the Wolfpack stock in
October,  2001 was $1.90 per share.  The  valuation  of the  Wolfpack  stock and
CompuPrint stock was a negotiated price that the parties mutually agreed upon on
October 1, 2000 when the purchase agreement was entered into.

In January  2002,  CompuPrint  issued  25,000  shares of its common stock to KGL
Investments,  Ltd.,  the  beneficial  owner  of  which is  Kaplan  Gottbetter  &
Levenson,  LLP,  counsel to the Company.  The shares were issued in exchange for
$25,000 worth of legal  services  rendered.  The shares were valued at $1.00 per
share.

In March,  2002, for loans received  CompuPrint  issued a promissory  note dated
March 11, 2002 (and amendments thereto), in the amount of $50,000 at 12%, to BIP
Partners.  The  principal and interest are due in one payment on March 11, 2003.
This note also  requires  that in the event of a change in control of CompuPrint
that  additional  compensation  will  be due in the  amount  of the  note  minus
interest due. BIP Partners are Peter L. Coker, Sr., Joseph Isaac "Ike" Lewis and
Bobby Stanley. The due date on this note has been extended to July 31, 2003.

In March,  2002, for loans received  CompuPrint  issued a promissory  note dated
March 11,  2002 (and  amendments  thereto),  in the amount of $20,000 at 12%, to
Peter L. Coker,  Sr. The  principal and interest are due in one payment on March
11, 2003. The due date on this note has been extended to July 31, 2003.

In March 2002, for loans  received  CompuPrint  issued a replacement  promissory
note to David R.  Allison.  The  promissory  note is dated  March  31,  2002 for
$15,398  at  10%,  which  includes  a  warrant  to  purchase  15,398  shares  of
CompuPrint's  common stock at $.01 per share. The principal and interest are due
in one  payment  on March 31,  2003.  The  warrant is dated  March 31,  2002 and
expires March 31, 2007.  CompuPrint is not registering the issuance or resale of
the warrant shares  accompanying  the promissory note. The due date on this note
has been extended to March 31, 2004.



                                       18
<PAGE>

In March,  2002, for loans received,  CompuPrint issued a promissory note to the
Elizabeth  H.  Allison  1995  Education  Trust.  David R.  Allison  is among the
beneficiaries  to the Elizabeth H. Allison 1995 Education  Trust. The promissory
note is dated March 31,  2002,  for $8,500 at 10%,  which  includes a warrant to
purchase  8,500  shares of  CompuPrint's  common  stock at $.01 per  share.  The
principal and interest are due in one payment on March 31, 2003.  The warrant is
dated March 31, 2002 and expires March 31, 2007.  CompuPrint is not  registering
the issuance or resale of the warrant shares  accompanying  the promissory note.
The due date on this note has been extended to March 31, 2004.


In March 2002, for loans received,  CompuPrint issued a replacement consolidated
promissory  note to Peter L. Coker,  Sr. The promissory  note is dated March 31,
2002, for $210,165 at 10%,  which includes a warrant to purchase  210,165 shares
of CompuPrint's  common stock at $.01 per share.  The principal and interest are
due in one  payment on March 31,  2003.  The warrant is dated March 31, 2002 and
expires March 31, 2007.  CompuPrint is not registering the issuance or resale of
the warrant  shares  accompanying  the promissory  note.  This  promissory  note
replaces and  consolidates  14  promissory  notes issued to Mr. Coker from March
2000 to November  2001. The due date on this note has been extended to March 31,
2004.

In March  2002,  for loans  received,  CompuPrint  issued a  promissory  note to
director  Peter L. Coker,  Sr. The  promissory  note is dated March 31, 2002 for
$20,313 at 12% interest,  which includes a warrant to purchase  20,313 shares of
CompuPrint's  common stock at $.01 per share. The principal and interest are due
in one  payment  on March 31,  2003.  The  warrant is dated  March 31,  2002 and
expires March 31, 2007.  CompuPrint is not registering the issuance or resale of
the warrant shares  accompanying  the promissory note. The due date on this note
has been extended to March 31, 2004.


In March 2002, for loans received,  CompuPrint  issued a replacement  promissory
note to director Henry H. Scherich.  The promissory note is dated March 31, 2002
for  $5,705  at 10%,  which  includes  a warrant  to  purchase  5,705  shares of
CompuPrint's  common stock at $.01 per share. The principal and interest are due
in one  payment  on March 31,  2003.  The  warrant is dated  March 31,  2002 and
expires March 31, 2007.  CompuPrint is not registering the issuance or resale of
the warrant shares  accompanying  the promissory note. The due date on this note
has been extended to March 31, 2004.


In March  2002,  for loans  received,  CompuPrint  issued a  promissory  note to
director  Andrew S. Holt,  III. The promissory  note is dated March 31, 2002 for
$3,062 at 10%, which includes a warrant to purchase 3,062 shares of CompuPrint's
common  stock at $.01 per  share.  The  principal  and  interest  are due in one
payment on March 31, 2003. The warrant is dated March 31, 2002 and expires March
31, 2007.  CompuPrint is not  registering  the issuance or resale of the warrant
shares  accompanying  the  promissory  note.  The due date on this note has been
extended to March 31, 2004.


In March 2002, for loans received,  CompuPrint  issued a replacement  promissory
note to director  Joseph Isaac "Ike" Lewis.  The promissory  note is dated March
31, 2002 for $5,651 at 10%, which includes a warrant to purchase 5,651 shares of
CompuPrint's  common stock at $.01 per share. The principal and interest are due
in one  payment  on March 31,  2003.  The  warrant is dated  March 31,  2002 and
expires March 31, 2007.  CompuPrint is not registering the issuance or resale of
the warrant shares  accompanying  the promissory note. The due date on this note
has been extended to March 31, 2004.



                                       19
<PAGE>

In March 2002, for loans received,  CompuPrint  issued a replacement  promissory
note to UBA  Enterprises,  Inc. The promissory  note is dated March 31, 2002 for
$11,542  at  10%,  which  includes  a  warrant  to  purchase  11,542  shares  of
CompuPrint's  common stock at $.01 per share. The principal and interest are due
in one  payment  on March 31,  2003.  The  warrant is dated  March 31,  2002 and
expires March 31, 2007.  CompuPrint is not registering the issuance or resale of
the warrant shares  accompanying  the  promissory  note.  CompuPrint's  director
Joseph  Isaac  "Ike"  Lewis is also the  president,  a  director  and a minority
shareholder of UBA  Enterprises,  Inc.  Further,  Mr. Lewis is the secretary and
treasurer of IKEX,  Inc.,  which controls IKEX Profit  Sharing.  Mr. Lewis' son,
Exum Lewis is the majority  shareholder of IKEX,  Inc. IKEX Profit Sharing holds
10,000 shares of CompuPrint's stock. The due date on this note has been extended
to March 31, 2004.

In July, 2002, for loans received CompuPrint issued a promissory note dated July
12, 2002 (and amendments  thereto),  in the amount of $10,000 at 12%, to Nutrex,
Inc. The  principal  and interest are due in one payment on July 31, 2003.  This
note also requires  that in the event of a change in control of CompuPrint  that
additional  compensation  will be due in the amount of the note  minus  interest
due.  Nutrex  is  controlled  by  William  Fox  who is the  father  of Tom  Fox,
CompuPrint's manager and landlord.

In September  2002, for loans received,  CompuPrint  issued a promissory note to
director Henry H. Scherich.  The promissory note is dated September 19, 2002 for
$10,000 at 20% interest,  which includes a warrant to purchase  10,000 shares of
CompuPrint's  common stock at $.01 per share. The principal and interest are due
in one payment on September  19, 2003.  The warrant is dated  September 19, 2002
and expires March 31, 2007. CompuPrint is not registering the issuance or resale
of the warrant shares accompanying the promissory note.

In November 2002, for $3,000 received,  CompuPrint  issued a promissory note for
$3,500 due May 8, 2003 to Henry H. Scherich.

In December 2002, for loans  received,  CompuPrint  issued a promissory  note to
director Peter L. Coker,  Sr. The  promissory  note is dated January 2, 2003 for
$50,000 at 12%  interest.  The  principal and interest are due in one payment on
January 2, 2004.

The  directors of  CompuPrint  have agreed  verbally  that they will  personally
provide,  or obtain from other  sources,  further  funding to  CompuPrint in the
amount of up to $180,000  during the next 12 months,  not to exceed  $15,000 per
month, if necessary for operations of CompuPrint.

We believe that the terms of the above transactions are commercially  reasonable
and no less  favorable to us than we could have  obtained  from an  unaffiliated
third  party on an arm's  length  basis.  To the  extent we may  enter  into any
agreements  with  related  parties in the  future,  the board of  directors  has
determined that such agreements must be on similar terms.


Item 13.  Exhibits, and Reports on Form 8 K

         (a) The following documents are filed as part of this report.



                                       20
<PAGE>

1. Financial Statements Page

<TABLE>
<CAPTION>
<S>                                                                                       <C>
         Report of Rogoff & Company, P.C., Independent Certified Public Accountants     F 1

         Balance Sheet as of December 31, 2002                                          F 2

         Statements of Operations for the years ended
         December 31, 2002, and 2001                                                    F 3

         Statements of Cash Flows for the years ended
         December 31, 2002 and 2001                                                     F 4

         Statement of Stockholders' Deficit for the years
         ended December 31, 2002 and 2001                                               F 5

         Notes to Financial Statements                                                  F 6
</TABLE>



2.       Financial Statement Schedules

         All  financial  statement  schedules  are omitted  because they are not
applicable or the required  information is shown in the financial  statements or
notes thereto.


3.       Exhibits

         (a) The following exhibits are included as part of this report:

    EXHIBIT
    NUMBER               DESCRIPTION
    ------               -----------

      3.1          --    Articles of Incorporation*
      3.2          --    Articles of Amendment of Articles of Incorporation*
      3.3          --    By-Laws*
      9.1          --    Voting Trust Agreement with David T. Seaford*


----------

*  Incorporated by reference to  Registration  Statement on Form SB-2 filed with
   the Securities and Exchange Commission, Registration Statement No. 333-90272,
   on June 11, 2002.

** Incorporated by reference to  Registration  Statement on Form SB-2 filed with
   the Securities and Exchange Commission, Registration Statement No. 333-90272,
   on July 24, 2002.


   (b) Reports on Form 8 K.


                                       21
<PAGE>


         None. Item 14. Controls and Procedures.

         Our  principal   executive  officer  and  principal  financial  officer
evaluated the effectiveness of the Company's  disclosure controls and procedures
as of a date  within 90 days prior to the filing of this  report.  Based on this
evaluation,  the Company's  principal  executive officer and principal financial
officer have concluded that the Company's  controls and procedures are effective
in providing  reasonable assurance that the information required to be disclosed
in this report has been recorded, processed,  summarized and reported within the
time period  required for the filing of this report.  Subsequent  to the date of
this  evaluation,  there have not been any  significant  changes in our internal
controls or, to our knowledge,  in other factors that could significantly affect
our internal controls.




                                       22
<PAGE>




                                   SIGNATURES

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


                                            COMPUPRINT, INC.


Dated: April 29, 2003                       By: /s/ David R. Allison
                                                ---------------------
                                                David R. Allison
                                                President, Chief Executive
                                                Officer, Chief Financial
                                                Officer, Treasurer and
                                                Chairman of the Board

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 29th day of April, 2003.

                                        By: /s/ David R. Allison
                                            -------------------------------
                                        David R. Allison
                                        President, Chief Executive Officer,
                                        Chief Financial Officer, Treasurer
                                        And Chairman of the Board


                                        /s/ Peter L. Coker
                                        -------------------------------
                                        Peter L.Coker, Sr., Director

                                        /s/ Joseph Isaac Lewis
                                        -------------------------------
                                        Joseph Isaac Lewis, Director

                                        /s/ Henry H. Scherich
                                        -------------------------------
                                        Henry H. Scherich, Director

                                        /s/ Andrew S. Holt
                                        -------------------------------
                                        Andrew S. Holt, III, Director


                                       23
<PAGE>




                                 CERTIFICATIONS
I, David R. Allison, certify that:

         1. I have  reviewed  this annual  report on Form 10-KSB of  Compuprint,
Inc.

         2. Based on my  knowledge,  this  annual  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
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  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 annual 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 know to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

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

                  c) Presented in this annual 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 annual  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:  April 29, 2003                  /s/ David R. Allison
                                                ----------------------------
                                                Principal Executive Officer




                                       24
<PAGE>


                                 CERTIFICATIONS
I, David R. Allison, certify that:

         1. I have  reviewed  this annual  report on Form 10-KSB of  Compuprint,
Inc.

         2. Based on my  knowledge,  this  annual  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
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  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 annual 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 know to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

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

                  c) Presented in this annual 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 annual  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:  April 29, 2003          /s/ David R. Allison
                                        ---------------------------
                                        Principal Financial Officer



                                       25
<PAGE>




                                                                    EXHIBIT 99.1


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

         In  connection  with  the  Annual  Report  of  Compuprint,   Inc.  (the
"Company") on Form 10-KSB for the period ending  December 31, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
David R. Allison, Chief Executive Officer of the Company,  certify,  pursuant to
18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002, that;

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The  information  contained in the Report fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.

         A signed original of this written statement required by Section 906 has
been  provided to the Company and will be retained by the Company and  furnished
to the Securities and Exchange Commission or its staff upon request.


/s/ David R. Allison
------------------------
Chief Executive Officer

April 29, 2003



                                       26
<PAGE>




                                                                    EXHIBIT 99.2


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

         In  connection  with  the  Annual  Report  of  Compuprint,   Inc.  (the
"Company") on Form 10-KSB for the period ending  December 31, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
David R. Allison, Chief Financial Officer of the Company,  certify,  pursuant to
18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The  information  contained in the Report fairly  presents,  in all
material  respect,  the  financial  condition  and result of  operations  of the
Company.


         A signed original of this written statement required by Section 906 has
been  provided to the Company and will be retained by the Company and  furnished
to the Securities and Exchange Commission or its staff upon request.



/s/ David R. Allison
------------------------
Chief Financial Officer

April 29, 2003



                                       27
<PAGE>

                          Independent Auditors' Report


The Stockholders and Board of Directors
of CompuPrint, Inc.


We have  audited the  accompanying  balance  sheet of  CompuPrint,  Inc.,  as of
December  31,  2002  and  the  related  statements  of  operations,  changes  in
stockholders'  deficit and cash flows for each of the two years  ended  December
31, 2002.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of CompuPrint, Inc. as of December
31,  2002 and the results of its  operations  and its cash flows for each of the
two years ended  December 31, 2002, in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  the Company has  incurred  losses of $765,144  and $571,953 for the
years ended December 31, 2002 and 2001, respectively, has an accumulated deficit
of $2,186,662 and negative  working capital of $331,079 as of December 31, 2002.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.  Management's  plans regarding these matters are also discussed
in Note 2. The financial  statements do not include any  adjustments  that might
result from the outcome of this matter.


/s/ Rogoff and Company, P.C.

New York, New York
February 12, 2003, except for Note 6, as to which
 the date is March 31, 2003




                                       F-1


<PAGE>


                                CompuPrint, Inc.
                                  Balance Sheet
                                December 31, 2002


<TABLE>
<CAPTION>
                                     Assets

Current assets:
<S>                                                                           <C>
   Cash                                                                       $    54,172
   Accounts receivable, net of allowance for doubtful accounts of $1,900            7,510
   Inventories                                                                     16,042
                                                                              -----------

     Total current assets                                                          77,724

Property and equipment, net                                                         3,339
                                                                              -----------

                                                                              $    81,063
                                                                              ===========

                      Liabilities and Stockholders' Deficit

Current liabilities:
   Accounts payable and accrued expenses                                      $   173,911
   Accrued interest payable                                                        57,381
   Current portion of notes payable                                               177,511
                                                                              -----------
Total current liabilities                                                         408,803

Notes payable, net of current portion                                             320,614
                                                                              -----------

                                                                                  729,417
                                                                              -----------
Commitment

Stockholders' Deficit:
   Preferred stock; $.0001 par value, 1,000,000 shares authorized,
     none outstanding                                                                  --
   Common stock; $.0001 par value, 9,000,000 shares authorized, 892,277
shares issued and outstanding                                                          89
   Additional paid-in capital                                                   1,538,219
   Accumulated deficit                                                         (2,186,662)
                                                                              -----------

     Total stockholders' deficit                                                 (648,354)
                                                                              -----------
                                                                              $    81,063
                                                                              ===========
</TABLE>




See accompanying Notes to Financial Statements.

                                       F-2


<PAGE>


                                CompuPrint, Inc.
                            Statements of Operations
                            Years Ended December 31,


                                                         2002            2001
                                                      ---------       ---------


Revenues                                              $ 255,059       $ 289,147
Cost of sales                                           207,646         219,007
                                                      ---------       ---------

     Gross profit                                        47,413          70,140
                                                      ---------       ---------

Operating expenses:
   Selling, general and administrative                  473,604         581,112
   Depreciation and amortization                          9,897          45,456
   Interest expense                                     329,056          15,525
                                                      ---------       ---------

     Total operating expenses                           812,557         642,093
                                                      ---------       ---------

Net loss                                              $(765,144)      $(571,953)
                                                      =========       =========

Basic net loss per share                              $   (0.86)      $   (0.73)
                                                      =========       =========

Basic weighted average common shares outstanding        892,132         783,050
                                                      =========       =========





See accompanying Notes to Financial Statements.

                                       F-3

<PAGE>


                                CompuPrint, Inc.
                  Statement of Changes in Stockholders' Deficit
                     Years Ended December 31, 2002 and 2001



<TABLE>
<CAPTION>
                                                       Common Stock             Additional                        Total
                                                ---------------------------      Paid In        Accumulated    Stockholders'
                                                   Shares          Amount        Capital          Deficit         Deficit
                                                -----------     -----------     -----------     -----------     -----------
<S>                                                 <C>         <C>             <C>             <C>             <C>
Balance, December 31, 2000                          691,777     $        70     $   944,187     $  (849,565)    $    94,692

Sale of common stock                                201,000              20         200,980              --         201,000

Capital contribution                                     --              --          36,694              --          36,694

Redemption of common stock                          (27,000)             (3)         (8,097)             --          (8,100)

Net loss                                                 --              --              --        (571,953)       (571,953)
                                                -----------     -----------     -----------     -----------     -----------
Balance, December 31, 2001                          865,777              87       1,173,764      (1,421,518)       (247,667)

Issuance of common stock for services                26,500               2          26,498              --          26,500

Issuance of Warrants for additional interest             --              --         337,957              --         337,957

Net loss                                                 --              --              --        (765,144)       (765,144)
                                                -----------     -----------     -----------     -----------     -----------
Balance, December 31, 2002                          892,277     $        89     $ 1,538,219     $(2,186,662)    $  (648,354)
                                                ===========     ===========     ===========     ===========     ===========
</TABLE>

See accompanying Notes to Financial Statements.

                                       F-4

<PAGE>


                                CompuPrint, Inc.
                            Statements of Cash Flows
                            Years Ended December 31,


<TABLE>
<CAPTION>
                                                                 2002            2001
                                                               ---------       ---------
Cash flows from operating activities:
<S>                                                            <C>             <C>
   Net loss                                                    $(765,144)      $(571,953)
     Adjustments to reconcile net loss to cash used in
     operating activities:
       Depreciation and amortization                               9,897          45,456
       Amortization of discount                                  253,468              --
       Common stock issued for services                           26,500              --
       Provision for doubtful accounts                             1,900              --
       Stock based compensation                                       --          36,694
     Changes in operating assets and liabilities:
       Accounts receivable                                        19,769          11,214
       Inventories                                                78,602          74,186
       Other assets                                                   --          32,750
       Accounts payable and accrued expenses                      93,409              --
       Accrued interest payable                                   74,481          57,449
                                                               ---------       ---------

Net cash used in operating activities                           (207,118)       (314,204)
                                                               ---------       ---------
Cash flows from investing activities:
   Purchase of equipment                                              --            (687)
                                                               ---------       ---------

Cash flows from financing activities:
   Proceeds from notes payable                                   256,850         146,700
   Proceeds from sale of common stock                                 --         201,000
   Purchase of common stock                                           --          (8,100)
                                                               ---------       ---------

Net cash provided by financing activities                        256,850         339,600
                                                               ---------       ---------

Net increase in cash                                              49,732          24,709

Cash, beginning of year                                            4,440         (20,269)
                                                               ---------       ---------

Cash, end of year                                              $  54,172       $   4,440
                                                               =========       =========

Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                      $      --       $     926
                                                               =========       =========

Supplemental disclosure of non-cash financing activities:
   Warrants issued for additional interest                     $ 337,957       $      --
                                                               =========       =========
   Accrued interest payable reclassed to notes payable         $  37,164       $      --
                                                               =========       =========
</TABLE>

See accompanying Notes to Financial Statements.

                                       F-5

<PAGE>



                                CompuPrint, Inc.
                          Notes to Financial Statements
                                December 31, 2002


NOTE 1 - DESCRIPTION OF BUSINESS

         CompuPrint, Inc. (the "Company") was incorporated on September 15, 1995
         in the  State  of North  Carolina.  Prior  to 2002  the  Company  was a
         remanufacturer and distributor of laser and ink jet printer cartridges.
         In February of 2002, the Company ceased  remanufacturing  and currently
         operates  as  a  distributor and recycler of laser and ink jet printer
         cartridges  throughout  the  United  States  of  America.

NOTE 2 - LIQUIDITY

         The  Company's  financial  statements  are  prepared  using  accounting
         principles   generally   accepted  in  the  United  States  of  America
         applicable to a going concern,  which  contemplates  the realization of
         assets and liquidation of liabilities in the normal course of business.
         The Company has incurred  losses of $765,144 and $571,953 for the years
         ended  December  31, 2002 and 2001,  respectively,  has an  accumulated
         deficit of  $2,186,662  and  negative  working  capital of  $331,079 at
         December 31, 2002.  These  factors  raise  substantial  doubt about the
         Company's  ability to continue as a going concern.  Management's  plans
         include obtaining capital from management and significant  shareholders
         sufficient to meet its minimal operating expenses.

         However, management cannot provide any assurances that the Company will
         be successful  in  accomplishing  any of its plans.  The ability of the
         Company to continue as a going concern is dependent upon its ability to
         successfully  accomplish the plans described in the preceding paragraph
         and eventually  secure other sources of financing and attain profitable
         operations.  The accompanying  financial  statements do not include any
         adjustments  that  might be  necessary  if the  Company  is  unable  to
         continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFANT ACCOUNTING POLICIES

         Allowance for doubtful accounts

         The  Company  estimates  uncollectibility  of  accounts  receivable  by
         analyzing  historical  bad  debts,  customer  concentrations,  customer
         credit  worthiness  and current  economic  trends when  evaluating  the
         adequacy of the allowance for doubtful accounts.


         Inventories

         Inventories are stated at the lower of cost (first-in, first-out basis)
         or market. At December 31, 2002 all inventories are finished goods.


                                       F-6

<PAGE>


                                CompuPrint, Inc.
                          Notes to Financial Statements
                                December 31, 2002


NOTE 3 - SUMMARY OF SIGNIFANT ACCOUNTING POLICIES - continued

         Property and Equipment

         Property and equipment are stated at cost less accumulated depreciation
         and amortization. Routine maintenance and repairs and minor replacement
         costs are  charged to  expense as  incurred,  while  expenditures  that
         extend  the life of these  assets  are  capitalized.  Depreciation  and
         amortization are provided for in amounts  sufficient to relate the cost
         of depreciable assets to operations over their estimated service lives.
         The  Company  uses  the same  depreciation  method  for both  financial
         reporting and tax purposes. Upon the sale or retirement of property and
         equipment,   the  cost  and  related   accumulated   depreciation   and
         amortization  will be removed from the accounts and resulting profit or
         loss will be reflected in the statement of income.  The estimated lives
         used to determine depreciation and amortization are: computer equipment
         three to five years,  transportation equipment five years and leasehold
         improvements are the shorter of the life of the lease or ten years.


         Income Taxes

         The Company uses the liability method of accounting for income taxes as
         required by Statement of Financial  Accounting  Standards  ("SFAS") No.
         109  "Accounting  for Income  Taxes."  Under this method,  deferred tax
         assets and  liabilities  are determined  based on  differences  between
         financial  reporting and tax basis of assets and liabilities.  Deferred
         tax assets and  liabilities  are measured  using  enacted tax rates and
         laws  that will be in  effect  when the  differences  are  expected  to
         reverse.  Valuation  allowances are  established  when it is determined
         that it is more likely than not that the  deferred  tax assets will not
         be realized.

         Warranty Reserves

         The Company  includes a warranty  on its  products  against  defects in
         materials  and  workmanship  unit the  cartridge  toner is depleted.  A
         provision for estimated warranty costs, if material, is recorded at the
         time of sale.  Based upon  historical  experience  the  Company has not
         incurred  material  costs  relating to its warranties and has therefore
         not recorded a warranty provision at December 31, 2002.

         Revenue Recognition

         Revenue is earned as product  is  shipped,  the price has been fixed or
         determined, and collectability is reasonably assured. Repair revenue is
         earned upon shipment back to the customer.

         Shipping and Handling Costs

         Shipping and handling costs are included in cost of sales in accordance
         with guidance  established by the Emerging Issues Task Force, issue No.
         00-10, "Accounting for Shipping and Handling Costs."


                                       F-7

<PAGE>


                                CompuPrint, Inc.
                          Notes to Financial Statements
                                December 31, 2002


NOTE 3 - SUMMARY OF SIGNIFANT ACCOUNTING POLICIES - continued

         Stock Based Compensation

         Effective January 1, 2003 the Company adopted SFAS No. 148, "Accounting
         for Stock-Based  Compensation-Transition  and Disclosure." SFAS No. 148
         amends SFAS No. 123, and provides alternative methods of transition for
         a voluntary  change to the fair value based  method of  accounting  for
         stock-based  employee  compensation.  In addition,  SFAS 148 amends the
         disclosure  requirements of SFAS 123 to require more prominent and more
         frequent   disclosures  in  financial  statements  of  the  effects  of
         stock-based  compensation.  The interim disclosure requirements of SFAS
         No. 148 are effective for interim periods  beginning after December 15,
         2002. The Company's  stock-based  compensation related to employees and
         non-employee  directors was recognized using the intrinsic value method
         in  accordance  with  Accounting   Principles  Board  Opinion  No.  25,
         "Accounting  for  Stock  Issued  to  Employees,"  and thus  there is no
         compensation  expense for common stock  issued with an exercise  prices
         equal to the fair value of the  Company's  common  stock on the date of
         the  issuance.   However,  with  respect  to  common  stock  issued  to
         nonemployees,  the Company  records  expense equal to the fair value of
         the common stock on the measurement  date,  which generally is the date
         the service is  completed.  Expenses  relating to such common stock are
         estimated  based  upon the fair  value as of the end of each  reporting
         period  prior  to  the  measurement  date.  Expense  related  to  these
         issuances is recognized ratably over the vesting or service period.

         Advertising

         Advertising  costs  are  expensed  as  incurred.  For the  years  ended
         December 31, 2002 and 2001 the Company  incurred  approximately  $3,700
         and $2,134,  respectively,  of advertising expense which is included in
         selling,  general  and  administrative  expenses  in  the  accompanying
         statements of operations.

         Loss Per Share

         The Company presents basic loss per share and, if appropriate,  diluted
         earnings per share in  accordance  with the  provisions of SFAS No. 128
         "Earnings per Share" ("SFAS 128").

         Under SFAS 128 basic loss per share is  computed  by  dividing  the net
         loss for the year by the  weighted  average  number  of  common  shares
         outstanding during the year. Diluted net earnings per share is computed
         by  dividing  the net  earnings  for the year by the  weighted  average
         number of common  share  equivalents  during  the  year.  Common  stock
         equivalents arise for the granting of Warrants. Diluted net earnings is
         not shown for the years ended  December 31, 2002 and 2001 as the effect
         is antidilutive.

         Financial Instruments

         The carrying amounts of financial instruments, including cash, accounts
         receivable and accounts payable and accrued  expenses  approximate fair
         value at December 31, 2002 because of the relatively  short maturity of
         the  instruments.  The carrying value of the notes payable  approximate
         fair value as of December 31, 2002 based upon debt terms  available for
         companies under similar terms.


                                       F-8


<PAGE>




                                CompuPrint, Inc.
                          Notes to Financial Statements
                                December 31, 2002


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

         Impairment of Long-Lived Assets

         In accordance  with SFAS 144 "Accounting for the Impairment or Disposal
         of  Long-Lived  Assets",  the  Company  reviews  long-lived  assets for
         impairment whenever circumstances and situations change such that there
         is an indication  that the carrying  amounts may not be  recovered.  In
         such  circumstances,  the Company  will  estimate the future cash flows
         expected  to  result  from  the  use  of the  asset  and  its  eventual
         disposition.  Future cash flows are the future cash inflows expected to
         be  generated  by an asset  less the  future  outflows  expected  to be
         necessary to obtain those  inflows.  If the sum of the expected  future
         cash flows (undiscounted and without interest charges) is less than the
         carrying amount of the asset,  the Company will recognize an impairment
         loss to adjust to the fair value of the  asset.  The  Company  believes
         that there is no impairment of long-lived assets at December 31, 2002.

         Use of Estimates

         In  preparing  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  financial
         statements  and  revenues  and expenses  during the  reporting  period.
         Actual results could differ from those estimates.


         New Accounting Pronouncements

         In June 2001 the Financial  Accounting  Standards Board ("FASB") issued
         SFAS No. 141, "Business  Combinations"  ("SFAS 141"). SFAS 141 requires
         the  purchase  method  of  accounting  for  all  business  combinations
         initiated  after June 30, 2001 and eliminates  the  pooling-of-interest
         method.  SFAS 141 further  clarifies  the criteria for  recognition  of
         intangible assets separately from goodwill.

         In June  2001 the  FASB  issued  SFAS  No.  142,  "Goodwill  and  Other
         Intangible  Assets," ("SFAS 142"). SFAS 142 eliminates the amortization
         of goodwill and  indefinite  lived  intangible  assets and initiates an
         annual  review for  impairment.  Identifiable  intangible  assets  with
         determinable  useful lives will continue to be  amortized.  The Company
         adopted this  Statement as of January 1, 2002 and  management  does not
         believe  that  this  Statement  will  have  a  material  impact  on the
         financial statements.

         In August  2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset
         Retirement  Obligations"  ("SFAS  143"),  which is effective for fiscal
         years  beginning  after June 15,  2002.  It requires  that  obligations
         associated  with  the  retirement  of a  tangible  long-lived  asset be
         recorded as a liability when those  obligations are incurred,  with the
         amount of the liability  initially  measured at fair market value. Upon
         initially  recognition of an accrued retirement  obligation,  an entity
         must  capitalize  the cost by  recognizing  an increase in the carrying
         amount of the related  long-lived  asset.  Over time,  the liability is
         accreted to its present value each period,  and the capitalized cost is
         depreciated over the useful life of the related asset.  Upon settlement
         of the  liability,  an entity  either  settles the  obligation  for its
         recorded  amount or incurs a gain or loss upon  settlement.  Management
         believes the adoption of SFAS 143 will not have a significant effect on
         the Company's financial statements.


                                       F-9

<PAGE>

                                CompuPrint, Inc.
                          Notes to Financial Statements
                                December 31, 2002


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

         In July 2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
         Associated  with Exit or Disposal  Activities"  ("SFAS 146").  SFAS 146
         requires that a liability for costs associated with an exit or disposal
         activity be recognized  and measured  initially at fair value only when
         the  liability is incurred.  SFAS 146 is effective for exit or disposal
         activities that are initiated after December 31, 2002. The Company does
         not expect the  adoption  of SFAS 146 to have a material  impact on its
         operating results or financial position.

         In November 2002, the FASB issued  Interpretation No. 45,  "Guarantor's
         Accounting  and  Disclosure  Requirements  for  Guarantees,   Including
         Indirect  Guarantees of Indebtedness to Others,  an  interpretation  of
         FASB   Statements   No.  5,  57  and  107  and  a  rescission  of  FASB
         Interpretation  No. 34" ("FIN 45"). FIN 45 requires the  recognition of
         an initial  liability  for the fair value of an  obligation  assumed by
         issuing a guarantee.  The  provision  for the initial  recognition  and
         measurement of the liability will be applied on a prospective  basis to
         guarantees  issued or modified after December 31, 2002. The adoption of
         FIN 45 is not expected to materially affect the consolidated  financial
         statements.

         Management does not believe that recently issued, but not yet effective
         accounting  pronouncements  if currently  adopted would have a material
         effect on the accompanying financial statements.

NOTE 4 - PROPERTY AND EQUIPMENT

         Property and equipment consists of the following at December 31, 2002:

        Computer equipment                                     $      87,261
        Transportation equipment                                      18,750
        Leasehold improvements                                        69,094
                                                               -------------

                                                                     175,105
        Less: Accumulated depreciation and amortization              171,766
                                                               -------------
                                                               $       3,339
                                                               =============

         During 2002 the Company  abandoned  $30,952 of property  and  equipment
         which was fully depreciated.  As of December 31, 2001 substantially all
         of the Company's  property and equipment is fully depreciated and still
         in service.

NOTE 5 - INCOME TAX

         As of December 31, 2002,  the Company has a net operating  carryforward
         of  approximately  $1,339,000  which may be utilized  to offset  future
         taxable  income for federal and state  income tax  purposes.  These net
         operating  loss  carryforwards  begin to expire  in 2012.  There are no
         timing differences between financial reporting and tax reporting. Since
         it is more likely than not that the Company  will not realize a benefit
         from these net operating loss carryforwards a 100% valuation  allowance
         has been recorded to reduce the benefit to its net realizable value.


                                      F-10

<PAGE>

                                CompuPrint, Inc.
                          Notes to Financial Statements
                                December 31, 2002


NOTE 6 - NOTES PAYABLE

         On March 31, 2002 the Company  refinanced  $238,600  of  principle  and
         $37,164  of  accrued  interest  due on March  31,  2002  into new notes
         payable (the "Renegotiated  Notes") due March 31, 2003 with interest at
         10% per annum.  In addition,  the Company  issued  275,764  warrants to
         purchase an equal amount of common stock at $.01 per share, exercisable
         at any time,  through March 31, 2007.  The fair value of these warrants
         at the  grant  date was  $273,613  and is  being  charged  to  interest
         expense, in the accompanying statements of operations, over the life of
         the related notes  payable.  On March 31, 2003 the  Renegotiated  Notes
         were refinanced again including accrued interest through March 31, 2003
         into new notes with a due date of March 31, 2004 with interest accruing
         at 10% per annum.

         On March 31, 2002 the Company  borrowed  under five notes  payable with
         various  individuals  for an aggregate of $44,850 due on March 31, 2003
         with interest at 10% per annum. In addition,  the Company issued 44,850
         warrants to purchase an equal amount of common stock at $.01 per share,
         exercisable  at any time,  through  March 31,  2007.  The fair value of
         these  warrants at the grant date was  $44,500 and is being  charged to
         interest expense,  in the accompanying  statements of operations,  over
         the life of the related  notes  payable.  On March 31, 2003 these notes
         payable were refinanced  including  accrued  interest through March 31,
         2003 into new notes  with a due date of March  31,  2004 with  interest
         accruing at 10% per annum.

         On August 15, 2002 and  September 19, 2002 the Company  borrowed  under
         two notes payable with an individual for an aggregate of $20,000,  each
         due in one year  with  interest  at 20% per  annum.  In  addition,  the
         Company  issued  20,000  warrants to purchase an equal amount of common
         stock at $.01 per share,  exercisable  at any time,  through  March 31,
         2007.  The fair value of these  warrants  at the grant date was $19,844
         and  is  being  charged  to  interest  expense,   in  the  accompanying
         statements of operations, over the life of the related notes payable.

         Between November 2002 and December 2002 the Company borrowed under four
         notes  payable  with four  individuals  for an aggregate of $12,000 due
         four  months  from  inception  with a payment of  $14,000.  These notes
         payable were refinanced during February 2003 to extend the due dates an
         additional  four months  until May 2003 and June 2003 with a payment of
         $16,000.

         Between  February 2002 and July 2002 the Company  borrowed  under eight
         notes  payable  with various  individuals  for an aggregate of $130,000
         with interest ranging from 10% per annum to 12% per annum. The interest
         rate increases to 20% per annum if the notes payable become delinquent.
         These notes  payable were  delinquent  as of August 1, 2002 and accrued
         additional interest of $15,000.

         On December 31, 2002 the Company borrowed under one note payable for an
         aggregate  of  $50,000  due  January 2, 2004 with  interest  at 12% per
         annum.

         As of  December  31,  2002  approximately  $368,000  of the above notes
         payable were due to various directors of the Company.

         As of  December  31,  2002  there is $84,489  of  unamortized  discount
         relating to the notes  payable.  This discount  will be fully  expensed
         during  September  2003 and  accordingly is shown as a reduction of the
         current portion of notes payable in the accompanying balance sheet.

                                      F-11

<PAGE>

                                CompuPrint, Inc.
                          Notes to Financial Statements
                                December 31, 2002


NOTE 7 - EQUITY TRANSACTIONS

         The aggregate principle  maturities of the notes payable as of December
31, 2002 were as follows:

                    Year Ended
                       2003                   $     177,511
                       2004                         320,614
                                              -------------

                                              $     498,125
                                              =============

         On January 2, 2002 the Company issued 26,500 shares of its common stock
         for services  rendered;  25,000 shares of common stock for professional
         services  rendered to the  Company's  legal counsel and 1,500 shares of
         common stock for  developing  the Company's web site. The fair value of
         the  services  rendered  has been  valued  based  upon the value of the
         Company's  common stock when the services were performed.  For the year
         ended  December 31, 2002 the Company has charged  selling,  general and
         administrative  expenses  $26,500  relating  to these  services  in the
         accompanying statements of operations.

         During 2001 the Company completed a private placement of 201,000 shares
         of common stock at $1 per share to  accredited  investors.  The Company
         received  aggregate  proceeds from this private  placement of $201,000.
         This sale was  intended to qualify for an exemption  from  registration
         pursuant to Regulation D of the Securities and Exchange  Commission Act
         of 1933.

         During 2001 the  Company's  founder  sold  common  stock to the current
         president  of the  Company  in  exchange  for $9,226 in cash and 20,910
         shares of an  unrelated  entity with a fair value of  $24,080.  For the
         year ended December 31, 2001 the Company considered this transaction as
         a capital contribution increased additional paid in capital by $36,694,
         which is the excess value of the 70,000 shares of the Company's  common
         stock  (valued at $1 per share)  over the total  consideration  paid of
         $33,306,  and charged selling,  general and administrative  expenses in
         the accompanying statements of operations.

         During 2001 the  Company,  pursuant to an  agreement  dated  October 1,
         2000,  repurchased  27,000  shares of its common stock for $8,100.  The
         Company cancelled these shares of common stock and returned them to the
         status of authorized and unissued.

NOTE 8 - COMMITMENT

         The Company  currently  subleases the building from these employees for
         $1,300 per month on a month to month basis.


                                      F-12



<PAGE>