U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

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

For the fiscal year ended September 30, 2002

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

For the transition period from ___________ to ____________


Commission file no.: 0-26021

                      Innovative Financial Resources, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

      FLORIDA                                              65-0790763
------------------------------------                ----------------------------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                             Identification No.)


101 S. 5th Street, Suite 2400                               40202
Louisville, Kentucky
----------------------------------------            ----------------------------
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number (502) 589-1001

         Securities registered under Section 12(b) of the Exchange Act:


     Title of each class                               Name of each exchange
                                                       on  which registered
          None
----------------------------                        ----------------------------

         Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.0001 par value
                   -------------------------------------------
                                (Title of class)

Copies of Communications Sent to:
                                    Fernandez Friedman Grossman & Kohn PLLC
                                    2400 National City Tower
                                    101 South Fifth Street
                                    Louisville, KY 40202
                                    Tel: (877) 299-1001   Fax: (502) 589-7333

<PAGE>


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

State issuer's revenues for its most recent fiscal year. $36,718.

Of the 2,905,000 shares of voting stock of the registrant issued and outstanding
as of December 11, 2002, 1,055,000 shares are held by non-affiliates. Because of
the  absence  of an  established  trading  market  for  the  voting  stock,  the
registrant is unable to calculate the aggregate market value of the voting stock
held by non-affiliates as of a specified date within the past 60 days.


                                        2

<PAGE>



                                     Part I

Item 1. Description of Business.

(a) Business Development.

     Innovative  Financial  Resources,  Inc. (the "Company" or the "Registrant")
was  organized  under the laws of  Florida  on  October  20,  1997 by our former
executive  officer and  director.  The  purpose of the  business is to provide a
lending  source for the purchase of leased  automobiles,  including  limousines.
Currently a developmental  stage company,  we plan to conduct business initially
in  Florida  and  Kentucky  later  opening  up  to  selected  areas  nationwide.
Eventually  we intend to be able to provide a full  spectrum of lease  financing
services such as direct leasing,  providing insurance and maintenance and repair
work for our clients.

     The Company  undertook its first public offering of a minimum of 100,000 to
a maximum of  1,000,000  shares of Common  Stock  pursuant to Rule 415 under the
Securities  Act of 1933 on October 6, 2000. An SB-1  Registration  Statement was
filed with the SEC in  accordance  with the 1933 Act which  became  effective on
October 13, 2000. A Post-Effective  Amendment No.2 to the Form SB-1 Registration
Statement was filed with the SEC in  accordance  with the 1933 Act on October 5,
2001. In July 2002,  the Company sold 105,000 shares of its common stock to Brad
Curtsinger  and others  for  $105,000  pursuant  to its  Registration  Statement
effective  November 13, 2001. Mr.  Curtsinger was appointed to fill a vacancy in
the Board of  Directors,  elected  Chairman,  President  and  Secretary  and the
Company's former sole officer and director resigned. Additionally, the Company's
former sole officer and director sold  1,750,000 of his 2,000,000  shares to Mr.
Curtsinger for $200.  These actions caused a change of control of the Registrant
for which a Current Report has previously been filed.

Business Objective

     Our  objective  is to become a  significant  provider of  automobile  lease
financing  for  the  sub-prime  and  credit-impaired  car buyer.  This market is
comprised of those car buyers with credit risks that would not be  acceptable to
major  lenders such as General  Motors Credit  Corporation  or Ford Motor Credit
Corporation.

     Our  services  will be  initially  be  offered  in Palm  Beach and  Broward
Counties, Florida; expanding to Louisville,  Kentucky; then to adjacent counties
respectively  in  south  Florida  and  Louisville,   Kentucky;   and  eventually
throughout  Florida,  Kentucky and selected  areas  nationwide.  To achieve this
objective,  we intend to provide a  comprehensive  package of  automobile  lease
financing  programs to both dealerships and individuals,  focusing on Palm Beach
and  Broward  Counties  which  have high  growth  opportunities.  The  Company's
executive  offices  are  presently  located at 101 S. 5th  Street,  Suite  2400,
Louisville, Kentucky 40202 and its telephone number is (502) 589-1001.

(b) Business of Issuer.

General

     The Company has had no employees since its organization.  It is anticipated
that  the  Company's  sole  executive  officer  and  director,  along  with  the
consultant,  will receive reasonable salaries for services as executive officers
at such time as the Company  commences  business  operations.  These individuals
will  devote  such time and effort as may be  necessary  to  participate  in the
day-to-day management of the Company. The Company proposes to engage in business
as the provider of financing/funding for automobile leases.

                                        3

<PAGE>



Business Objective

     Our  objective  is to become a  significant  provider of  automobile  lease
financing  for the  sub-prime  and  credit-impaired  car buyer.  This  market is
comprised of those car buyers with credit risks that would not be  acceptable to
major  lenders such as General  Motors Credit  Corporation  or Ford Motor Credit
Corporation.

     Our  services  will be  initially  be  offered  in Palm  Beach and  Broward
Counties, Florida; expanding to Louisville,  Kentucky; then to adjacent counties
respectively  in  south  Florida  and  Louisville,   Kentucky;   and  eventually
throughout  Florida,  Kentucky and selected  areas  nationwide.  To achieve this
objective,  we intend to provide a  comprehensive  package of  automobile  lease
financing  programs to both dealerships and individuals,  focusing on Palm Beach
and Broward Counties which have high growth opportunities.

The Initial Phase of Operations

     This phase will consist of  development  of  clientele  for the purchase of
leased  automobile and limousines in Palm Beach and Broward  Counties,  Florida.
Once  funded,  this phase is expected  to take about six months.  We believe the
offering  will  include  enough  funding  to  generate  cash flow to fund  those
operations.

     If we are able to generate enough proceeds during the Company's offering of
its  securities,  we plan to open one additional  office in Florida each quarter
until we have four operating offices. The third office will be located in Martin
County since that is immediately  adjacent to Palm Beach and Broward County.  We
will  open the  fourth  office in Dade  County.  Mr.  Adams  will  manage  these
operations.   Management  plans  to  closely  monitor  company   operations  for
approximately  one year.  If each of the  operations  is capable  of  sustaining
itself,  we  intend  to  seek  additional  financing  through  the  offering  of
additional  equity  securities,  conventional  bank  financing,  small  business
administration  financing,  venture  capital  and/or the  private  placement  of
corporate debt.

Intermediary Stage of  Operations

     The  intermediary  stage of operations will require  additional  funding to
open new  locations.  We will  finance this phase from funds raised in excess of
the  minimum in this  offering  and any income  from  operations.  This phase is
expected to begin immediately after the initial phase.

     We  intend to open the first  office  outside  of  Florida  in  Louisville,
Kentucky.  Mr.  Curtsinger  already has business  activities in that area and is
familiar with the business  environment there. Mr. Curtsinger will supervise the
Kentucky operation and generally oversee the Florida and, in due course Kentucky
operation.

     We  believe  that the  additional  funding  from  this  offering  should be
sufficient  to cover these  increased  costs for up to nine months.  These funds
will be used to open a third and fourth  Louisville  office  during the next two
quarters,  then expand into Martin County and Indian River County in Florida. It
is also our intention to increase  advertising and  promotional  costs and add a
regional  manager to oversee these  additional  operations.  In addition,  to be
competitive with other automobile  lease finance  companies,  we believe we must
implement an employee  benefit  program.  We believe that this  expansion  could
achieve  similar  economies on the same scale as those  anticipated  by the Palm
Beach, Broward and Dade Counties expansion.


                                        4

<PAGE>


     Our  primary  revenues  during  this  stage  will come from our  ability to
purchase discounted automobile lease contracts and receivables from car dealers,
bundle these contracts and receivables and sell these pools of securities in the
secondary market. Pursuing these revenue sources require a significant amount of
up-front money. It is likely that it we will expend a great deal of time,  money
and resources  before we can purchase and bundle a pool of  securities.  We will
expend additional, perhaps even greater time and resources in finding a suitable
buyer for such a bundle.

     Our  secondary  revenue  source  will come  from the  interest  charged  to
purchasers we finance directly. However, we will need to establish a significant
client base in order for this endeavor to prove  lucrative.  We intend to bundle
the automobile  lease financing  receivables we acquire into pools of securities
for the purpose of offering  such pools for sale in the  secondary  market via a
public  and/or  private  offering  or  through  the  sale to an  institution  or
individual  buyer.  This  re-selling of receivables  will enable us to reuse the
cash which we will re-commit to the purchase  additional  automobile  leases and
contracts  or to use to  finance  sub-prime  and  credit-impaired  clients on an
individual basis.

Plans for Acquiring Existing Businesses

     In the event we are  successful  in securing the  additional  financing for
long term expansion,  we plan to seek out  acquisitions  of businesses  which we
believe will complement our overall  strategy inside and outside of Florida.  We
eventually  intend to expand  operations to encompass the entire United  States.
When we expand our automobile  lease finance market outside of Florida,  we will
be  required  to  comply  with  applicable  usury  and  related  consumer  fraud
regulations in each additional state.

**   Acquisitions

     We expect to increase market  penetration  through  internal  expansion and
thereafter through selected acquisitions.  These acquisitions could include both
new and used car dealerships as well as finance  companies.  We believe that, in
the current  market,  expansion into markets beyond the state of Florida and, in
due course,  Kentucky could be especially attractive if the internal structuring
of a  successful  operation  in  Florida  can be  replicated  in other  selected
geographic  areas  with  high  growth  opportunities.  However,  such  expansion
presents  certain  challenges and risks.  There is no assurance that, even if we
are successful in  establishing a presence in our targeted  markets,  we will be
able to profitably penetrate these markets.

     We may also seek to expand by  acquisitions  of unrelated  companies  which
engage in related  services such as  industrial  equipment  financing,  aircraft
lease financing and aircraft equipment financing.  If acquisition candidates are
subject to public reporting requirements,  the pool of potential acquisitions or
merger  candidates is reduced since these  transactions  require that  certified
financials be provided for the acquiring, acquired or merging candidate within a
specified  period of time.  That is why we intend  to  expand  through  internal
operations through the short and intermediary term. When we do seek acquisitions
or mergers,  we will limit the search to  companies  which  either  already have
certified financial  statements or companies whose operations lend themselves to
review for a certified audit within the required time.

**   Reverse Merger as a Means of Expansion

     In order to aid our ability to expand,  we may seek a reverse merger with a
larger,  public  company.  While we have no  present  intention  to seek  such a
merger, if an appropriate vehicle were to become known, we would consider such a
merger.

                                        5

<PAGE>



**   Franchises

     If sufficient capital is acquired,  we intend to begin seeking acquisitions
of independently  owned and operated  automobile lease finance businesses within
two years.  These  franchises  will decrease our day-to-day  operating  costs by
assuming the  responsibility for their own operations while paying us royalties.
In  addition,   the  more  franchises  offices  we  acquire,  the  more  readily
recognizable our brand name becomes in the marketplace by consumers.

Risks Associated with Expansion

     The potential  investor should be aware that we may incur large liabilities
which would increase as our geographic  coverage  expands.  Further,  we believe
this expansion would, in due course,  place us in a position to be a major force
in Florida and Kentucky in funding higher risk automobile and limousine  leases.
If this expansion is implemented, Messrs. Adams and Curtsinger believe they will
be able to oversee the operation with the addition of the contemplated  regional
manager.

Marketing Plans

     We intend to  employ a  multi-pronged  marketing  approach.  This  approach
consists of direct sales and forging strategic  alliances.  This  dual-channeled
approach  should  allow us to quickly  access  large pools of  automobile  lease
finance  receivables,  develop regional awareness and ultimately become a market
leader.

**   Direct Sales

     Our  initial  marketing  efforts  will be in the  area of  direct  sales to
automobile  purchasers.  We believe Mr.  Adams will be able to secure our client
base.  However,  we expect to employ  qualified sales personnel to establish new
customer accounts.  We will present quality presentations and follow-up with the
clients to ensure a higher retention rate. By employing our own sales personnel,
we will be able to  penetrate  additional  markets at a minimal cost since sales
associates receive compensation in the form of commissions based on the client's
contracting  our  programs.  Management  is  currently  unable to  forecast  the
acceptance  of our lease finance  programs or the expenses of doing  business in
this  manner;  however,  we intend to market our programs  competitively  in our
identified target markets.

     Assuming the availability of adequate funding, we intend to stay abreast of
changes in the marketplace by ensuring that we remain in the field where clients
and competitors can be observed firsthand.  We believe that the loyalty of these
clients can be maintained through a continuous presence,  relationship  building
and professional service.

     We will  attempt to maintain  diversity  within our client base in order to
decrease our exposure to downturns or volatility in any particular industry.  As
part of this client selection strategy,  we will offer services to clients which
have a reputation  for  reputable  dealings  and a reliable and broad  inventory
base. We will eliminate clients that we believe present a higher risk of product
mechanical  failure  and very  poor  sub-prime  and  impaired  credit  purchaser
profiles. Where feasible, we will evaluate each client's portfolio of automobile
lease finance receivables for  creditworthiness,  product grade and loan failure
history.

                                        6

<PAGE>



**   Strategic Alliances

     We intend to form strategic  alliances with  automobile and limousine sales
companies, to provide us with an easy,  cost-effective,  in-house alternative to
seeking buyers directly. In this system of marketing, we would make our programs
available to selected automobile and limousine dealerships.  The dealership then
behaves much like a franchise in that, for little cost, the dealer's agents sell
our programs for us in order to provide  financing  for their  sub-prime  credit
automobile purchasers.

Expenditures

     Our primary direct costs will be as follows:

     *    Salaries to Mr.  Adams and Mr.  Curtsinger  (payroll  cost,  actual or
          deferred)
     *    Marketing and sales related costs
     *    Employment related taxes
     *    Health benefits.

Facilities

     We currently own no property. We maintain our present office, rent free, at
offices provided by Mr. Curtsinger,  our sole principal. We anticipate continued
use of this  office  on a  rent-free  basis  for the  foreseeable  future.  This
arrangement will meet our needs while we are in the development stage.  Assuming
we obtain the  necessary  additional  financing,  we believe we would be able to
locate adequate commercial  facilities at reasonable rental rates in Louisville,
Kentucky suitable for our future needs.

Debt Financing

     We have not yet sought any debt financing  since we do not believe we would
qualify for such a loan until we have completed at least two years of profitable
operations.  Once we have met this  criteria,  we intend to seek out funds  from
licensed  venture capital firms.  Since we will not seek financing until we have
several  locations  operating  successfully,  we  believe we will be in a better
position to negotiate appropriate placement and repayment terms for these loans.
However,  in the event we do receive  financing  but  default in  payments,  the
financing  would result in  foreclosure  upon our assets to the detriment of the
shareholders.

Industry Regulation

     We are not subject to industry specific regulation. However, we are subject
to usury and other standards relating to permitted maximum rates of interest and
related consumer fraud regulations.

Item 2. Description of Property.

     The  Company's  executive  offices are located at 101 S. 5th Street,  Suite
2400,  Louisville,  Kentucky 40202. Its telephone number is (502) 589-1001.  The
Company  pays no rent for  this  space.  The  Company  owns no real or  personal
property.

Item 3. Legal Proceedings.

     The  Company  knows  of no legal  proceedings  to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

                                        7

<PAGE>



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

     No matter was  submitted to a vote of the Company's  shareholders,  through
the  solicitation of proxies or otherwise during the fiscal year ended September
30, 2002, covered by this report.

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

(a) Market Information.

     There has been no  established  public  trading market for the Common Stock
since the Company's inception on October 20,1997.

(b) Holders.

     As of December 11, 2002, the Company had 41  shareholders  of record of its
2,905,000 outstanding shares of Common Stock.

(c) Dividends.

     The Company has never paid or declared  any  dividends  on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.

Item 6. Management's Discussion and Analysis or Plan of Operation.

Plan of Operations

     Since  its  inception,   the  Company  has  conducted  business  operations
including  organizational  and capital raising  activities.  For the quarter and
year ended  September  30,  2002,  the  Company had fee and  interest  income of
$36,700,  100% of which was in the  quarter  ended  September  30,  2002.  Total
Company operations and operating expenses as of September 30, 2002 were $11,891.
The   Company   proposes   to  expand   the   business   of   automobile   lease
financing/funding.

     Mr.  Charles  Adams,  consultant  to the  Company,  agreed to  develop  the
automobile lease  financing/funding  business for the Company for the following,
among  other,  reasons:  (i) because of his belief that a public  company  could
exploit its talents,  services and business  reputation to commercial  advantage
and (ii) to  observe  directly  whether  the  perceived  advantages  of a public
company,  including, among others, greater ease in raising capital, liquidity of
securities  holdings  and  availability  of current  public  information,  would
translate  into  greater   profitability   for  a  public,   as  compared  to  a
locally-owned lease finance/funding company.

     If the Company is unable to generate  sufficient revenue from operations to
implement  its  expansion  plans,  management  intends to explore all  available
alternatives  for debt and/or  equity  financing,  including  but not limited to
private and public securities  offerings.  Depending upon the amount of revenue,
if any, generated by the Company, management anticipates that it will be able to
satisfy its cash  requirements  for the next  approximately  six (6) to nine (9)
months  without  raising  funds via debt and/or  equity  financing or from third
party funding sources. Accordingly, management expects that it will be necessary
for the Company to raise additional  funds in the next six(6) months,  if only a
minimal  level  of  revenue  is  generated  in  accordance   with   management's
expectations.

     Mr. Adams, at least  initially,  will be solely  responsible for developing
the Company's automobile lease finance/funding business.  However, at such time,
if ever, as sufficient operating capital becomes available,

                                        8

<PAGE>



management  expects to employ additional  staffing and marketing  personnel.  In
addition, the Company expects to continuously engage in market research in order
to monitor new market trends, seasonality factors and other critical information
deemed relevant to the Company's business.

     It is not anticipated  that the Company will lease or purchase office space
or computer  equipment in the  foreseeable  future.  The  Registrant  may in the
future  establish its own facilities  and/or acquire  computer  equipment if the
necessary capital becomes available;  however, the Company's financial condition
does not permit  management  to  consider  the  acquisition  of office  space or
equipment at this time.

Financial Condition, Capital Resources and Liquidity

For the Fiscal Years ending September 30, 2002 and September 30, 2001

     At  September  30,  2002 and  September  30,  2001,  the Company had assets
totaling $144,038 and $7,070 respectively, and liabilities of $13,219 and $6,500
respectively.  The Company's  total assets are primarily loans  receivable.  The
Company's total liabilities are attributable  primarily to accrued  professional
fees.  Since  the  Company's  inception,   it  has  received  $128,000  in  cash
contributed  as  consideration  for the issuance of shares of Common Stock.  The
Company's  working  capital is $131,000 and there can be no  assurance  that the
Company's financial condition will improve. Even though the Company has obtained
sufficient capital with which to implement its business plan on a limited scale,
the  Company is not  expected to continue  in  operation  without an  additional
infusion of capital. In order to obtain additional equity financing,  management
may be required to dilute the  interest  of  existing  shareholders  or forego a
substantial interest of its revenues.

     The Company has no potential  capital resources from any outside sources at
the current  time.  Mr. Adams will begin by finding  clients for the Company and
instructing   Mr.   Curtsinger  in  the   operation  of  an   automobile   lease
financing/funding  business.  To attract clients,  Mr. Adams and Mr.  Curtsinger
will visit potential  clients in order to determine their lease financing needs.
The Company will place advertising in local area newspapers in Palm Beach County
to directly solicit prospective sub-prime and/or credit impaired auto buyers. In
the event the  Company  requires  additional  capital  during  this  phase,  Mr.
Curtsinger  has  committed to fund the  operation  until such time as additional
capital is available.  The Company believes that it will require six (6) to nine
(9) months in order to determine the market demand potential.

     The  ability of the Company to  continue  to expand is  dependent  upon its
ability to obtain  clients  who will  utilize  the  Company's  automobile  lease
financing/funding  programs  and  whether  the  Company  can attract an adequate
number of direct clients who will qualify for a lease financing  program as well
as to secure sufficient funding from outside sources to fund the operations. The
Company believes that in order to be able to expand its initial  operations,  it
must rent offices in Palm Beach County,  hire clerical staff and acquire through
purchase or lease computer and office equipment to maintain  accurate  financial
accounting  and client  data.  The Company  believes  that there is adequate and
affordable rental space available in Palm Beach County and sufficiently  trained
personnel to provide such clerical  services at affordable rates.  Further,  the
Company  believes  that the type of  equipment  necessary  for the  operation is
readily accessible at competitive rates.

     To  implement  such plan the  Company  has  initiated  a Form  SB-1  public
offering pursuant to Rule 415 under the Securities Act of 1933. A Post-Effective
Amendment No.2 to the Form SB-1 Registration Statement was filed with the SEC in
accordance  with the 1933 Act on  October  5,  2001.  It  intends  to extend its
self-underwritten  sale at an  offering  price of $1.00  with a maximum  sale of
1,000,000  shares at an offering price of $1.00.  The total of $105,000 has been
raised to date.  The offering is being made on a  self-underwritten  basis by us
through  our only  principal,  Mr.  Curtsinger,  without  the use of  securities
brokers. Now that the minimum offering has been met, no escrow is necessary.

                                        9

<PAGE>



Forward-Looking Statements

     This Form 10-KSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form10-KSB which address  activities,  events or developments  which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof),  business
strategy,  expansion and growth of the Company's  business and  operations,  and
other such matters are forward-looking statements. These statements are based on
certain  assumptions and analyses made by the Company in light of its experience
and its perception of historical trends,  current conditions and expected future
developments  as well as  other  factors  it  believes  are  appropriate  in the
circumstances. However, whether actual results or developments will conform with
the Company's  expectations  and predictions is subject to a number of risks and
uncertainties,  general  economic market and business  conditions;  the business
opportunities  (or lack  thereof)  that may be  presented  to and pursued by the
Company;  changes in laws or regulation;  and other  factors,  most of which are
beyond the  control of the  Company.  Consequently,  all of the  forward-looking
statements made in this Form 10-KSB are qualified by these cautionary statements
and  there  can  be  no  assurance  that  the  actual  results  or  developments
anticipated by the Company will be realized or, even if substantially  realized,
that they will have the expected consequence to or effects on the Company or its
business or  operations.  The Company  assumes no obligations to update any such
forward-looking statements.

Item 7. Financial Statements

     The Financial Statements of Innovative Financial Resources, Inc., and Notes
to  Financial  Statements  together  with the  Independent  Auditor's  Report of
Durland and Company,  CPA's, P.A., required by this Item 13 commence on page F-1
hereof and are incorporated herein by this reference.  The Financial  Statements
filed as part of this Report on Form 10-KSB are listed in the Index to Financial
Statements below:

Item 8.  Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure

None.






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                                       10

<PAGE>




                      INNOVATIVE FINANCIAL RESOURCES, INC.
                         (f/k/a SD Products Corporation)



                          Audited Financial Statements

                 For the Years Ended September 30, 2002 and 2001












<PAGE>




                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report................................................F-2

Balance Sheets..............................................................F-3

Statements of Operations....................................................F-4

Statements of Changes in Stockholders' Equity...............................F-5

Statements of Cash Flows....................................................F-6

Notes to Financial Statements...............................................F-7













                                       F-1

<PAGE>



                          INDEPENDENT AUDITORS' REPORT




The Board of Directors and Stockholders
Innovative Financial Resources, Inc.
(f/k/a SD Products Corporation)
Louisville, Kentucky

We  have  audited  the  accompanying   balance  sheet  of  Innovative  Financial
Resources,  Inc., (f/k/a SD Products Corporation),  as of September 30, 2002 and
the related  statements of operations,  stockholders'  equity and cash flows for
the two years then ended.  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.  Those  standards  require  that we plan and  perform the
audits 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 Innovative Financial Resources,
Inc., (f/k/a SD Products Corporation),  as of September 30, 2002 and the results
of its  operations and its cash flows for the two years then ended in conformity
with accounting principles generally accepted in the United States.





/s/ Durland & Company, CPAs, P.A.
Durland & Company, CPAs, P.A.
Palm Beach, Florida
December 19, 2002






                                       F-2

<PAGE>



<TABLE>
<CAPTION>
                      Innovative Financial Resources, Inc.
                         (f/k/a SD Products Corporation)
                                 Balance Sheets
                                  September 30,




                                                                             2002               2001
                                                                     -------------------- ----------------
                               ASSETS
CURRENT ASSETS
<S>                                                                  <C>                  <C>
   Cash                                                              $             36,480 $             52
   Loans and accrued interest receivable - third parties                          100,000                0
   Loan and accrued interest  receivable - related party                            7,558            7,018
                                                                     -------------------- ----------------

     Total current assets                                                         144,038            7,070
                                                                     -------------------- ----------------

Total Assets                                                         $            144,038 $          7,070
                                                                     ==================== ================

                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                  $              1,100 $              0
   Accrued expenses - related party                                                 7,000            6,500
   Short-term loan and accrued interest                                             5,119                0
                                                                     -------------------- ----------------

     Total current liabilities                                                     13,219            6,500
                                                                     -------------------- ----------------

Total Liabilities                                                                  13,219            6,500
                                                                     -------------------- ----------------

STOCKHOLDERS' EQUITY
   Preferred stock, $0.0001 par value, authorized 10,000,000
    shares; none issued                                                                 0                0
   Common stock, $0.0001 par value, authorized 50,000,000
    shares; 2,905,000 and 2,800,000 issued and outstanding                            291              280
   Additional paid-in capital                                                     127,920           22,930
   Retained earnings (deficit)                                                      2,608          (22,640)
                                                                     -------------------- ----------------

     Total Stockholders' Equity                                                   130,819              570
                                                                     -------------------- ----------------

Total Liabilities and Stockholders' Equity                           $            144,038 $          7,070
                                                                     ==================== ================
</TABLE>





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


                                       F-3

<PAGE>



<TABLE>
<CAPTION>
                      Innovative Financial Resources, Inc.
                         (f/k/a SD Products Corporation)
                            Statements of Operations
                        For the Years Ended September 30,



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

<S>                                                                   <C>                <C>
Revenues                                                              $           36,718 $                0
                                                                      ------------------ ------------------

Expenses
  General and administrative expenses                                                791                284
  Legal fees - related party                                                           0                  0
  Professional fees                                                               11,100              6,000
                                                                      ------------------ ------------------

          Total expenses                                                          11,891              6,284
                                                                      ------------------ ------------------

Income (loss) from operations                                                     24,827             (6,284)

Other income (expense)
    Interest income - related party                                                  540                543
    Interest expense - related party                                                (119)                 0
                                                                      ------------------ ------------------

          Total other income (expense                                                421                543
                                                                      ------------------ ------------------

Net income (loss)                                                     $           25,248 $           (5,741)
                                                                      ================== ==================
Net income (loss) per weighted average share, basic                   $             0.01 $            (0.01)
                                                                      ================== ==================
Weighted average number of shares                                              2,823,589          2,800,000
                                                                      ================== ==================
</TABLE>









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


                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                      Innovative Financial Resources, Inc.
                         (f/k/a SD Products Corporation)
                  Statement of Changes in Stockholders' Equity
                     For the Years Ended September 30, 2002





                                                                              Additional     Retained         Total
                                       Number of    Preferred      Common      Paid-in       Earnings     Stockholders'
                                         Shares       Stock        Stock       Capital       (Deficit)        Equity
                                      ------------ ------------ ------------ ------------ --------------- --------------
BEGINNING BALANCE,
<S>       <C> <C>                        <C>       <C>          <C>          <C>          <C>             <C>
September 30, 2000                       2,800,000            0          280       22,930         (16,899)         6,311

Net loss                                         0            0            0            0          (5,741)        (5,741)
                                      ------------ ------------ ------------ ------------ --------------- --------------

BALANCE, September 30, 2001              2,800,000            0          280       22,930         (22,640)           570

Shares issued for cash                     105,000            0           11      104,989               0        105,000
Net income                                       0            0            0            0          25,248         25,248
                                      ------------ ------------ ------------ ------------ --------------- --------------

ENDING BALANCE, September 30, 2002       2,905,000 $          0 $        291 $    127,919 $         2,608 $      130,818
                                      ============ ============ ============ ============ =============== ==============
</TABLE>


















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


                                       F-5

<PAGE>



<TABLE>
<CAPTION>
                      Innovative Financial Resources, Inc.
                         (f/k/a SD Products Corporation)
                             Statement of Cash Flows
                        For the Years Ended September 30,





                                                                                       2002             2001
                                                                                 ---------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                              <C>              <C>
Net income (loss)                                                                $         25,248 $          (5,741)
Adjustments to reconcile net loss to net cash used for operating activities:
       Stock issued for services                                                                0                 0
       Stock issued for services - related party                                                0                 0
Changes in operating assets and liabilities:
       (Increase) decrease accrued interest receivable - related party                       (540)             (543)
       Increase (decrease) accounts payable                                                 1,100                 0
       Increase (decrease) in accrued interest payable                                        119                 0
       Increase (decrease) accrued expenses - related party                                   500             6,000
                                                                                 ---------------- -----------------

Net cash used by operating activities                                                      26,427              (284)
                                                                                 ---------------- -----------------

CASH FLOW FROM INVESTING ACTIVITIES:
       Loans to third parties                                                            (206,162)                0
       Loan repayments by third parties                                                   106,162                 0
       (Advance to) repayment from related party                                                0                 0
                                                                                 ---------------- -----------------

Net cash (used) provided by investing activities                                         (100,000)                0
                                                                                 ---------------- -----------------

CASH FLOW FROM FINANCING ACTIVITIES:
       Proceeds from short-term note                                                        5,000                 0
       Proceeds from issuance of common stock                                             105,000                 0
                                                                                 ---------------- -----------------

Net cash provided by financing activities                                                 110,000                 0
                                                                                 ---------------- -----------------

Net increase (decrease) in cash                                                            36,427              (284)

CASH, beginning of period                                                                      53               336
                                                                                 ---------------- -----------------

CASH, end of period                                                              $         36,480 $              52
                                                                                 ================ =================

Supplemental Disclosure of Cash Flow Information:
Interest paid in cash                                                            $              0 $               0
                                                                                 ================ =================
</TABLE>











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


                                       F-6

<PAGE>



                      Innovative Financial Resources, Inc.
                         (f/k/a SD Products Corporation)
                          Notes to Financial Statements


(1)  Summary of Significant Accounting Principles
     The  Company SD Products  Corporation  is a Florida  chartered  development
     stage   corporation  which  conducts  business  from  its  headquarters  in
     Louisville, Kentucky. The Company was incorporated on October 20, 1997.

     The  Company's  operations  are to provide  automobile  leasing for various
     consumer groups and to make short- term loans to companies and individuals.
     Current  activities  include raising additional equity and negotiating with
     potential key personnel and facilities.

     The  following  summarize  the more  significant  accounting  and reporting
policies and practices of the Company:

     a)  Start-up  costs Costs of start-up  activities,  including  organization
     costs,  are expensed as incurred,  in accordance with Statement of Position
     (SOP) 98-5.

     b) Net income  (loss) per share Basic is computed by dividing  the net loss
     by the weighted  average  number of common  shares  outstanding  during the
     period.

     c)  Use of  estimates  The  financial  statements  have  been  prepared  in
     conformity  with  accounting  principles  generally  accepted in the United
     States.  In preparing the financial  statements,  management is required to
     make estimates and assumptions  that affect the reported  amounts of assets
     and liabilities as of the date of the statements of financial condition and
     revenues and expenses for the period then ended.  Actual results may differ
     significantly from those estimates.

(2)  Loans Receivable The Company authorized a loan in the amount of $6,000 to a
     related  party at the rate of 9% per year,  payable on demand.  Interest of
     $1,558 was accrued at September 30, 2002.

     In the fourth quarter,  the Company made two short-term  loans,  which have
     been repaid,  earning the Company $36,700 in revenue.  The Company placed a
     third loan in the amount of $100,000 at the end of the fiscal year,  due in
     December, which is expected to earn the Company $10,000 in fee income.

(3)  Stockholders'  Equity  The  Company  has  authorized  50,000,000  shares of
     $0.0001 par value common stock and  10,000,000  shares of $0.0001 par value
     preferred  stock.  Rights and  privileges of the preferred  stock are to be
     determined  by the Board of Directors  prior to  issuance.  The Company had
     2,800,000 shares of common stock and 0 shares of preferred stock issued and
     outstanding at September 30, 2002. The Company, on October 20, 1997, issued
     2,000,000 shares to its sole Officer and Director for the value of services
     rendered in connection with the  organization  of the Company.  On the same
     date,  the  Company  issued  100,000  shares  for the  value of  consulting
     services  rendered in connection with the  organization of the Company.  In
     April 1998,  the Company issued 300,000 shares of common stock at $0.01 per
     share for $3,000 in cash. In June 1998,  the Company  issued 400,000 shares
     of common stock at $0.05 per share for $20,000 in cash.

     On July 29, 2002,  the Company sold 105,000  shares under its SB-1 offering
     and  subsequently  closed the offering.  At that time, the sole officer and
     director  sold  1,750,000  of his  shares in a private  transaction  to the
     purchaser of the SB-1 shares and resigned,  after  appointing the purchaser
     as the sole  replacement  director and officer of the Company.  The Company
     also changed its name at the same time.

(4)  Income  Taxes  Deferred  income taxes  (benefits)  are provided for certain
     income and expenses which are  recognized in different  periods for tax and
     financial  reporting  purposes.  The Company now has net operating  income.
     This is the first year that the  Company may owe tax. If so, it is expected
     to be no more than $400.


                                       F-7

<PAGE>


                      Innovative Financial Resources, Inc.
                         (f/k/a SD Products Corporation)
                          Notes to Financial Statements



(5)  The former sole Officer and Director of the Company,  directly owns 250,000
     shares in the Company.

     As discussed in Note 2, the Company  extended a loan to a company  formerly
under common control.

     Related party balances and amounts at September 30, 2002 are as follows:


Loan and accrued interest receivable - related party     $      7,558
                                                         ============
Accrued expenses and accounts payable - related party    $      7,000
                                                         ============
Interest earned - related party                          $      1,558
                                                         ============

(6)  Short-Term  Loan Payable In June 2002, the Company  borrowed  $5,000 from a
     related  party to pay down its accounts  payable.  This demand loan accrues
     interest at 8% per annum.  Interest of $119 was  accrued at  September  30,
     2002.



                                       F-8

<PAGE>


                                    Part III

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

Executive Officers and Directors

     Set  forth  below are the  names,  ages,  positions  with the  Company  and
business experiences of the executive officers and directors of the Company.


Name                      Age       Position(s) with Company
------------------        ----      ---------------------------------------
Brad L. Curtsinger        33        President, Secretary, Chief Executive
                                    Officer & Director
------------------
(1)  Except for Mr.  Adams,  the Company's  key  consultant;  who had no role in
     founding or organizing the Company, the above-named person may be deemed to
     be a "promoter" and/or "parent" of the Company,  as those terms are defined
     under the Rules and Regulations promulgated under the Act.

     All  directors  hold office until the next annual  meeting of the Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of  Director.  Mr.  Curtsinger  and Mr. Adams
will devote such time and effort to the  business  and affairs of the Company as
may be necessary to perform their  responsibilities as executive officers and/or
directors of the Company.

     Aside from the above officer and director, there are no other persons whose
activities will be material to the operations of the Company at this time.

Family Relationships

     There are no family  relationships  between or among the executive officers
and director of the Company.

Business Experience

Sole Officer and Director

     Mr.  Curtsinger,  born 1969,  has served as the sole  executive  President,
Treasurer  and Director of the company  since July 29, 2002. As such, he acts as
the CEO, CFO and principal  accounting officer.  Mr. Curtsinger is a graduate of
the  University of Louisville  and holds a Bachelor of Arts in Art with emphasis
on ceramics.  An accomplished  potter and artist,  he studied under the late Tom
Marsh and finished his degree under the guidance of Ginny Marsh. Mr.  Curtsinger
has continued his art training through countless  workshops with such masters as
Marie Woo, John Leach and Don Reitz. He has had numerous one-man shows including
a solo

                                       20

<PAGE>



exhibition  at the Yellow House  Gallery in Ft.  Worth,  Texas.  His work can be
found at local and national  galleries,  including  the Kentucky Arts and Crafts
Foundation.  His work over the past several years has been a result of extensive
exploration  with  wood  firing.  Mr.  Curtsinger  is also an owner of Stray Dog
Pottery, Inc. When not involved in pottery or other art projects,  Brad has been
a employee of Ford Motor company in Louisville,  for the past nine years.  Prior
to his years at Ford,  Brad was the studio  assistant  for potters Tom and Ginny
Marsh. He has also worked in the restaurant and construction business.

Key Consultant

     Mr.  Charles Adams.  Mr. Adams has served as our key  consultant  since its
inception. Mr. Adams specializes in financing equipment which is placed with end
users. Since October 1997, he has engaged in private business  ventures,  mostly
in the area of finance.  Through his  company,  Adams Inc.,  which was formed in
October  1997,  he is currently  providing  consulting  services and  commercial
equipment  leasing.  Mr. Adams also  arranges the  operating  leases for rolling
stock (cars,  buses,  trucks and  construction  equipment) and large  commercial
marine end users (boats for ferries, cruise lines and commercial fisheries).  He
has  independently  engaged in commercial  leasing of  limousines  and limousine
fleets.

     From October 1997 until  October  2000,  Mr. Adams was employed by Carcorp,
Inc.  which  is one of  only  two  lenders  who  provide  commercial  paper  for
Bombardier,  Inc., under operating leases for Lear jets and other major aviation
equipment. Mr. Adams was the Director of Finance of Carcorp, Inc. and supervises
a staff of eight (8). In this capacity,  Mr. Adams arranges the operating leases
for rolling stock,  large commercial  equipment,  aviation and commercial marine
end users. From 1995 through October 1997, Mr. Adams was  independently  engaged
in commercial  leasing of limousines  and  limousine  fleets.  From 1996 through
October 1997, he also was employed by Ed Morse Cadillac as the Fleet Manager for
its Jeep  operations.  From 1993  through  1995,  Mr. Adams was employed by Palm
Beach  Lincoln  Mercury in sales.  Prior to  relocating  to  Florida,  from 1991
through 1993 Mr. Adams was employed by Alpha Zeta Trust in California,  where he
was  responsible  for the  acquisition  of  commercial  real  estate,  including
negotiations  of sale and  arrangement  of bridge  financing.  During Mr. Adams'
employment, Alpha Zeta Trust acquired two large loan pools from Resolution Trust
Corporation.  The  profitable  part of these  pools  were sold at a  substantial
profit, while the non-performing loans were foreclosed.  From 1988 through 1991,
Mr. Adams  independently  engaged in the acquisition of real estate.  During the
same  period,  he was  employed  by Ogner  Motors,  a Porsche,  Audi and Ferrari
authorized dealer in Woodland Hills, California as a salesman. In this capacity,
Mr. Adams was responsible for all aspects of automobile  acquisition,  including
arranging the purchase financing.  Mr. Adams attended Los Angeles Valley College
for two (2)  years  and  took  marketing  and  sales  extension  courses  at the
University of California at Los Angeles.

     At present,  we believe Mr.  Adams'  expertise  is  sufficient  to meet our
needs.  It is  anticipated,  however  that we will  need to  employ  a  manager,
additional  clerical support and an accountant.  Mr. Adams will begin by finding
clients and advising Mr. Curtsinger in the operation of the lease financing. Mr.
Adams will visit clients and prospective clients on a regular schedule to foster
strong business relationships.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's executive officers and directors and persons who own more than 10%
of a  registered  class of the  Company's  equity  securities,  to file with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of Common Stock and other equity
securities of the Company on Forms 3, 4 and 5, respectively.

                                       21

<PAGE>



Executive officers,  directors and greater than 10% shareholders are required by
Commission  regulations  to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's  knowledge,  Mr. Curtsinger comprises all of
the Company's  executive  officers,  directors  and greater than 10%  beneficial
owners  of its  common  Stock,  and  has  complied  with  Section  16(a)  filing
requirements  applicable to him during the Company's fiscal year ended September
30, 2002.

Item 10. Executive Compensation

     The  Company,  in  consideration  for various  services  performed  for the
Company,  issued to Mr. Mark A.  Mintmire,  the Company's  former sole executive
officer  and/or  director  2,000,000  shares of  restricted  common  stock.  Mr.
Curtsinger  subsequently acquired 1,750,000 of such shares effecting a change of
control.  The Company issued 100,000 shares of unrestricted  common stock to Mr.
Adams for  consulting  services  performed  and costs  incurred by Mr.  Adams on
behalf of the Company.  Except for the above-described  compensation,  it is not
anticipated  that any executive  officer of the Company will receive any cash or
non-cash  compensation  for his or her services in all capacities to the Company
until after the Company has business operations.  At such time as the Registrant
commences  operations,  it is expected that the Board of Directors  will approve
the payment of salaries in a reasonable amount to each of its officers for their
services in the positions of  President/Treasurer,  Executive Vice President and
Secretary  respectively,  of the Company.  At such time,  the Board of Directors
may,  in its  discretion,  approve the  payment of  additional  cash or non-cash
compensation  to the  foregoing  for  their  services  to the  Company.  No such
compensation has been approved at this time.

     The Company does not provide  officers  with  pension,  stock  appreciation
rights, long-term incentive or other plans but has the intention of implementing
such plans in the future.

Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     The following  table  summarizes  certain  information  with respect to the
beneficial  ownership of company  shares as of December 11, 2002,  regarding the
ownership of common stock by each shareholder known to be the owner of more than
10% of the  outstanding  shares,  each director and all  executive  officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and investment  power with respect to the shares of Common Stock
beneficially owned.


                                 Number
Name of Beneficial Owner        of Shares(1)      Percent
-------------------------       ------------      --------

Brad L. Curtsinger (2)           1,850,000         63.7%

All Directors, Officers and
5% Shareholders as a Group       1,850,000         63.7%
-------------------
(1)  Reflects total outstanding shares of 2,905,000 as of December 11, 2002.
(2)  Our sole executive and director.

                                       22

<PAGE>



Item 12. Certain Relationships and Related Transactions:

     In July 2002,  the Company sold 105,000  shares of its common stock to Brad
Curtsinger  and others  for  $105,000  pursuant  to its  Registration  Statement
effective  November 13, 2001. Mr.  Curtsinger was appointed to fill a vacancy in
the Board of  Directors,  elected  Chairman,  President  and  Secretary  and the
Company's former sole officer and director resigned. Additionally, the Company's
former sole officer and director sold  1,750,000 of his 2,000,000  shares to Mr.
Curtsinger for $200.  These actions caused a change of control of the Registrant
for which a Current Report has previously been filed.

Item 13. Exhibits and Reports on Form 8-K.

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, are described in the following index of exhibits,  are incorporated  herein
by reference, as follows:


Exhibit No.  Description
-----------  -----------------------------------------
99.1     *   Certification by Chief Executive Officer pursuant to 18 U.S.C. 1350

99.2     *   Certification by Chief Financial Officer pursuant to 18 U.S.C. 1350
---------------------------------

*    Filed herewith

     (b) In July 2002,  the Company sold  105,000  shares of its common stock to
Brad Curtsinger and others for $105,000  pursuant to its Registration  Statement
effective  November 13, 2001. Mr.  Curtsinger was appointed to fill a vacancy in
the Board of  Directors,  elected  Chairman,  President  and  Secretary  and the
Company's former sole officer and director resigned. Additionally, the Company's
former sole officer and director sold  1,750,000 of his 2,000,000  shares to Mr.
Curtsinger for $200.  These actions caused a change of control of the Registrant
for which a Current Report was filed August 2, 2002.


                                   SIGNATURES
                         ------------------------------



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


                      Innovative Financial Resources, Inc.
                 ----------------------------------------------
                                  (Registrant)


Date: December 11, 2002     By: /s/ Brad L. Curtsinger
                              -----------------------------
                              Brad L. Curtsinger, President


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


    Date                      Signature                 Title

December 11, 2002          By: Brad L. Curtsinger
                             -------------------------  President, Director
                             Brad L. Curtsinger         Secretary and Treasurer





                                       23


<PAGE>



                                 CERTIFICATIONS



     I, Brad L. Curtsinger, certify that:

     1. I have  reviewed  this  annual  report  on  Form  10-KSB  of  Innovative
Financial Resources, 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; and

     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.


Date: December 11, 2002



/s/ Brad L. Curtsinger
-----------------------------------------------------
Brad L. Curtsinger
Chief Executive Officer (or equivalent thereof)



     I, Brad L. Curtsinger, certify that:

     1. I have  reviewed  this  annual  report  on  Form  10-KSB  of  Innovative
Financial Resources, 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; and

     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.



Date: December 11, 2002


/s/ Brad L. Curtsinger
-----------------------------------------------------
Brad L. Curtsinger
Chief Financial Officer (or equivalent thereof)



                                       24