UNITED STATES



SECURITIES AND EXCHANGE COMMISSION





Washington, DC 20549

















FORM 10-QSB

















(Mark One)





[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED December 31, 2002











[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE
TRANSITION PERIOD FROM ______________ TO ________________











Commission File Number
333-5278-NY











AGATE TECHNOLOGIES, INC.



(Exact name of small business issuer as specified in charter)













Delaware                                                                                                                                          
94-3334052





(State or other                                                                                                                                 (IRS Employer





jurisdiction of incorporation)                                                                                                    Identification No.)















11300 West Olympic Boulevard, Suite 800,  Los Angeles, California 90064





(Address of principal executive offices)











(310) 312-6680

(Issuer's telephone number)













The Company had 108,400,000 shares of common stock, par value $0.0001 per share
outstanding as of December 31,  2002











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













PART 1. FINANCIAL INFORMATION



To the Board of Directors

Agate Technologies, Inc. and Subsidiaries

Los Angeles, California



We have reviewed the accompanying consolidated balance sheet of Agate
Technologies, Inc. and subsidiaries as of December 31, 2002, and the related
consolidated statements of operations and comprehensive loss, shareholders'

deficit, and cash flows for the nine-month period (April 1, 2002 through
December 31, 2002) then ended, in accordance with Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants.  All information included in these financial statements is the
representation of the management of Agate Technologies, Inc.



A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data.  It is substantially less in scope
than an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such an
opinion.



Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.



/s/ Kenny H. Lee CPA Group, Inc.

KENNY H. LEE CPA GROUP, INC.



February 14, 2003





AGATE TECHNOLOGIES, INC. AND SUBSIDIARIES

Balance Sheet

December 31, 2002 (Unaudited)



|                                                                                                                            | Dec. 31, 2002               
|--------------------------------------------------------------------------------------------------------------------------- | ----------------------------
|                                                                                                                            |                             
|ASSETS                                                                                                                      |                             
|Current Assets                                                                                                              |                             
|Cash and cash equivalents                                                                                                   | $                     
    -
|Accounts receivable, net of allowance for doubtful accounts of $0                                                           | -                           
|Inventories                                                                                                                 | -                           
|Prepayments and other assets                                                                                                | 40,000                      
|                                                                                                                            |                             
|Total current assets                                                                                                        | 40,000                      
|                                                                                                                            |                             
|Restricted cash                                                                                                             | -                           
|Property and equipment, net                                                                                                 | -                           
|                                                                                                                            |                             
|Total assets                                                                                                                | $         
    40,000       
|                                                                                                                            |                             
|LIABILITIES AND
    SHAREHOLDERS' DEFICIT                                                                                   |                             
|Current liabilities                                                                                                         |                             
|Line of credit                                                                                                              | $                    
    - 
|Notes payable                                                                                                               | 95,000                      
|Current portion of time-share payable                                                                                       | -                           
|Accounts payable                                                                                                            | -                           
|Other accrued expenses                                                                                                      | 215,484                     
|                                                                                                                            |                             
|Total current liabilities                                                                                                   | 310,484                     
|                                                                                                                            |                             
|Time-share payable, net of current portion                                                                                  | -                           
|                                                                                                                            |                             
|Total liabilities                                                                                                           | 310,484                     
|                                                                                                                            |                             
|Commitments and contingencies                                                                                               |                             
|                                                                                                                            |                             
|Shareholders' deficit                                                                                                       |                             
|Convertible Series A preferred stock, $0.0001 par value.
    15,000,000 shares authorized; no shares issued and outstanding | -                           
|Common stock, $0.0001 par value.
    200,000,000 shares authorized; 108,400,000 shares issued and
    outstanding           | 10,840                      
|Additional paid-in capital                                                                                                  | 13,006,613                  
|Stock subscription                                                                                                          | (151,500)                   
|Accumulated other comprehensive loss                                                                                        | -                           
|Accumulated deficit                                                                                                         | (13,136,437)                
|                                                                                                                            |                             
|Total shareholders' deficit                                                                                                 | (270,484)                   
|                                                                                                                            |                             
|Total liabilities and shareholders' deficit                                                                                 | $        
    40,000        
|                                                                                                                            |                             





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









AGATE TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Loss

Nine Months Ended December 31, 2002 and 2001 (Unaudited)





|                                                    | Three months
    Dec. 31,
    2002 | Nine months Dec.31,
    2002 | Three months
    Dec.  31,
    2001 | Nine months
    Dec. 31,
    2001
|--------------------------------------------------- | ---------------------------------- | ---------------------------- | ----------------------------------- | ---------------------------------
|                                                    |                                    |                              |                                     |                                  
|Net Sales                                           | $                   
    -         | $            
    76,779     | $           
    93,354             | $        485,451                 
|                                                    |                                    |                              |                                     |                                  
|Cost of
    goods sold                              | -                                  | 8,373                        | 72,689                              | 309,119                          
|                                                    |                                    |                              |                                     |                                  
|Gross
    Profit                                    | -                                  | 68,406                       | 20,665                              | 176,332                          
|                                                    |                                    |                              |                                     |                                  
|Expenses                                            |                                    |                              |                                     |                                  
|Research and development                            | -                                  | -                            | 23,556                              | 159,955                          
|Sales and marketing                                 | -                                  | 6,002                        | 50,042                              | 512,637                          
|General and administrative                          | 30,000                             | 344,042                      | 322,547                             | 1,094,027                        
|                                                    |                                    |                              |                                     |                                  
|Total expenses                                      | 30,000                             | 350,044                      | 396,145                             | 1,766,619                        
|                                                    |                                    |                              |                                     |                                  
|Income
    (loss) from operations                   | (30,000)                           | (281,638)                    | (375,480)                           | (1,590,287)                      
|                                                    |                                    |                              |                                     |                                  
|Other
    income (expense)                          |                                    |                              |                                     |                                  
|Interest income and other income                    | -                                  | 191                          | 1,374                               | 8,589                            
|Loss from disposition of subsidiaries               | -                                  | (12,789,689)                 | -                                   | -                                
|Interest expense and other expense                  | -                                  | (4,987)                      | (6,386)                             | (55,644)                         
|                                                    |                                    |                              |                                     |                                  
|Total other income (expense)                        | -                                  | (12,794,485)                 | (5,012)                             | (47,055)                         
|                                                    |                                    |                              |                                     |                                  
|Income
    (loss) before provision for income taxes | (30,000)                           | (13,076,123)                 | (380,492)                           | (1,637,342)                      
|                                                    |                                    |                              |                                     |                                  
|Provision
    for income taxes                      | -                                  | 800                          | -                                   | -                                
|                                                    |                                    |                              |                                     |                                  
|Net income
    (loss)                               | (30,000)                           | (13,076,923)                 | (380,492)                           | (1,637,342)                      
|                                                    |                                    |                              |                                     |                                  
|Other
    comprehensive income (loss)               |                                    |                              |                                     |                                  
|Foreign currency translation
    adjustment         | -                                  | (8,000)                      | (8,572)                             | (6,706)                          
|                                                    |                                    |                              |                                     |                                  
|Comprehensive income (loss)                         | ($30,000)                          | ($13,084,923)                | ($389,064)                          | ($1,644,048)                     
|                                                    |                                    |                              |                                     |                                  
|Basic and
    diluted loss per common share         | ($0.00)                            | ($0.13)                      | ($0.02)                             | ($0.11)                          
|                                                    |                                    |                              |                                     |                                  
|Weighted
    average number of common shares        | 108,400,000                        | 96,968,727                   | 16,593,204                          | 15,254,560                       

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



AGATE TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Statement of Shareholders' Equity (Deficit)

Nine
Months Ended December 31, 2002 (Unaudited)



|                                                                                         | Convertible
    Series A
    Preferred Stock | Common Stock      | Additional
    Paid-in
    Capital | Stock
    Subscriptions | Accumulated
    Other
    Comprehensive
    Income
    (Loss) | Accumulated
    Deficit | Total
    Stockholders'
    Equity
    (Deficit)
|---------------------------------------------------------------------------------------- | -------------------------------------------- | ----------------- | ---------------------------------- | ----------------------- | ------------------------------------------------------------- | ----------------------- | ------------------------------------------------
|                                                                                         | Shares                                       | Amount            | Shares                             | Amount                 
|Balance at March 31,
    2002                                                            | 1,825,000                                    | $      
    183   | 21,567,593                         | $    
    2,157         | $    
    10,844,506                                          | $    
    (151,500)     | $      
    (19,736)                            
|                                                                                         |                                              |                   |                                    |                         |                                                               |                         |                                                 
|Stock issued for
    conversion
    of
    debts                                         |                                              |                   | 14,023,844                         | 1,402                   | 138,836                                                       |                         |                                                 
|Stock issued for
    conversion of
    preferred stock                                   | (1,825,000)                                  | (183)             | 2,737,500                          | 274                     | (91)                                                          |                         |                                                 
|Stock issued for
    employee
    compensation                                           |                                              |                   | 21,437,890                         | 2,144                   | 641,597                                                       |                         |                                                 
|Stock issued for
    services                                                            |                                              |                   | 2,167,000                          | 217                     | 47,787                                                        |                         |                                                 
|Stock issued for
    disposition of
    subsidiaries                                     |                                              |                   | 32,822,853                         | 3,282                   | 653,176                                                       |                         |                                                 
|Stock issued for
    payment of bank
    debt                                            |                                              |                   | 7,952,060                          | 795                     | 396,808                                                       |                         |                                                 
|Stock issued for
    payment of shareholder loan                                         |                                              |                   | 5,691,260                          | 569                     | 283,994                                                       |                         |                                                 
|Cumulative
    translation adjustment                                                    |                                              |                   |                                    |                         |                                                               |                         | (8,000)                                         
|Reversal of
    accumulated deficits of all subsidiaries combined                        |                                              |                   |                                    |                         |                                                               |                         |                                                 
|Reversal of
    accumulated
    comprehensive gain/loss of all
    subsidiaries combined |                                              |                   |                                    |                         |                                                               |                         | 27,736                                          
|Net loss                                                                                 |                                              |                   |                                    |                         |                                                               |                         |                                                 
|                                                                                         |                                              |                   |                                    |                         |                                                               |                         |                                                 
|Balance at December 31,
    2002                                                         | -                                            | $          
    - | 108,400,000                        | $   
    10,840         | $   
    13,006,613                                           | $   
    (151,500)      | $                 
    -                        

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



AGATE TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Nine
Months Ended December 31, 2002 and 2001



|                                                                                              | 2002                             | 2001                         
|--------------------------------------------------------------------------------------------- | -------------------------------- | -----------------------------
|Cash flow from
    operating activities:                                                      |                                  |                              
|Net loss                                                                                      | $   (13,076,923)                 | $   (1,637,342)              
|                                                                                              |                                  |                              
|Adjustments to reconcile net loss to net cash provided by (used in)
    operating activities: |                                  |                              
|Depreciation and amortization                                                                 | -                                | 39,283                       
|Provision for bad debts                                                                       | -                                | 63,154                       
|Issuance of stock for loan fee                                                                | -                                | 56,000                       
|Issuance of stock for conversion of debts                                                     | 140,238                          | -                            
|Issuance of stock for employee compensation                                                   | 643,741                          | 15,000                       
|Issuance of stock for services and fees                                                       | 48,004                           | 463,421                      
|Issuance of stock for disposition of subsidiaries                                             | 656,458                          | -                            
|Issuance of stock for payment of bank debt                                                    | 397,603                          | -                            
|Issuance of stock for shareholder loan                                                        | 284,563                          | -                            
|Reversal of accumulated deficits of all subsidiaries combined                                 | 13,112,931                       | -                            
|Reversal of accumulated comprehensive gain (loss) of all subsidiaries
    combined            | 27,736                           | -                            
|                                                                                              |                                  |                              
|Increase (decrease) in                                                                        |                                  |                              
|Accounts receivable                                                                           | 8,316                            | 234,161                      
|Inventories                                                                                   | 9,385                            | 125,855                      
|Prepayments and other assets                                                                  | (31,816)                         | 5,164                        
|Other assets                                                                                  | -                                | (450)                        
|Increase (decrease) in                                                                        |                                  |                              
|Accounts Payable                                                                              | (715,464)                        | 241,806                      
|Accrued interest on note payable                                                              | (17,633)                         | 22,681                       
|Other accrued expenses                                                                        | (840,905)                        | 245,869                      
|Total adjustments                                                                             | 13,723,157                       | 1,511,944                    
|Net cash provided by (used in) operating activities                                           | 646,234                          | (125,398)                    
|                                                                                              |                                  |                              
|Cash flow from investing activities:                                                          |                                  |                              
|Restricted cash                                                                               | 6,000                            | 398,923                      
|Acquisition of property and equipment                                                         | -                                | (16,819)                     
|Retirement of property and equipment                                                          | 21,875                           | -                            
|                                                                                              |                                  |                              
|Net cash provided by (used in) investing activities                                           | 27,875                           | 382,104                      
|                                                                                              |                                  |                              
|Cash flow from financing activities:                                                          |                                  |                              
|Proceeds from notes payable                                                                   | 95,000                           | 80,325                       
|Repayment of line of credit                                                                   | (397,603)                        | -                            
|Repayment of note payable                                                                     | (274,182)                        | (401,882)                    
|Repayment of time-share payable                                                               | (12,579)                         | (1,536)                      
|Repayment of notes payable - related parties                                                  | (103,009)                        | (5,000)                      
|Proceeds from issuance of stock options                                                       | -                                | 20,000                       
|                                                                                              |                                  |                              
|Net cash provided by (used in) financing activities                                           | (692,373)                        | (308,093)                    
|                                                                                              |                                  |                              
|Cumulative translation adjustment                                                             | (8,000)                          | 6,706                        
|                                                                                              |                                  |                              
|Net decrease in cash and cash equivalents                                                     | (26,264)                         | (44,681)                     
|                                                                                              |                                  |                              
|Cash and cash equivalents at beginning of period                                              | 26,264                           | 61,899                       
|                                                                                              |                                  |                              
|Cash and cash equivalents at end of period                                                    | $                         
    - | $          
    17,218       
|                                                                                              |                                  |                              
|Supplemental disclosure of cash flow information:                                             |                                  |                              
|Cash paid during the period for:                                                              |                                  |                              
|                                                                                              |                                  |                              
|Interest                                                                                      | $                         
    - | $             
    14,239    
|Income tax                                                                                    | $                         
    - | $                      
    -



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









AGATE TECHNOLOGIES, INC. AND SUBSIDIARIES











NOTES TO CONSOLIDATED FINANCIAL STATEMENTS









(UNAUDITED)

















(1)    Unaudited Financial Statements













The balance sheet as at December 31, 2002 represents the unconsolidated financial statement of the parent company Agate Technologies Inc., Delaware subsequent to the sale and disposition of the company's subsidiaries, Agate Technologies Inc., California, ei Corporation , California and Agate International Cayman Limited.  The Company
entered into an agreement with CSF Partners Inc., a Nevada Corporation on July 23 2002 and such agreement has
included in the Form 8K filed on September 16 2002. The balance sheet as of September 30, 2002, the consolidated
statements of operations and cash flows for the three months and six months ended
September 30, 2002 and September 30, 2001
and the related information contained in these notes have been prepared by management without audit. In the
opinion of management, all accruals (consisting of normal recurring accruals) which are necessary for a fair
presentation of financial position and result of operations for such period have been made.  Results for an interim
period should not be considered as indicative of results for a full year. These financial statements should be read in
conjunction with the financial statements and notes thereto contained in the Company's audited financial statements
as of and for the fiscal periods ended March 31, 2002, included in the Form 10KSB filed by the Company on July
17 2002                .







(2)    General











On June 29, 1999, all former shareholders of Agate Technologies Inc., a California corporation (" Agate
California") were issued shares in ARCA Corp, a New Jersey Corporation. ("ARCA") with no known assets or
liabilities, in exchange for the contribution of their Agate-California shares. Each common shareholder received 1.5
ARCA common shares for each Agate-California share exchanged. Each Series A Preferred shareholder received an
equal number of ARCA Series A Preferred Shares, which had substantially identical rights, preferences, privileges,
and restriction, except each share is convertible into 1.5 ARCA common shares. As a result, shareholder of Agate-California owned in excess of 90% of ARCA's outstanding shares and Agate-California became a wholly owned
subsidiary of ARCA. The transaction between ARCA and Agate-California was considered to be an acquisition of
ARCA by Agate-California (reverse-acquisition).











On June 30 1999, ARCA was merged into its other wholly-owned subsidiary, Agate Technologies, Inc., a Delaware
corporation ("Agate-Delaware"), in order to re-incorporate ARCA in Delaware. Agate-Delaware has Series A
Preferred Stock that is identical in rights, preferences, privileges and restrictions, to the ARCA Series A Preferred
Stock. Each ARCA shareholder received one share of gate-Delaware in exchange for each ARCA share.











(3)    Basis of Consolidation











As of December 31, 2002, the consolidated statement of operations
and cash flows reflect the account of the Parent Company, Agate Technologies
Inc., Delaware and its wholly owned subsidiaries. The balance sheet as of
December 31,
2002, reflects the financial position of Agate Technologies Inc., Delaware only. All inter-company accounts and
transactions have been eliminated in the financial statements.











(4)    Summary of Significant Accounting Policies



















The summary of significant accounting policies is included in the notes to the consolidated financial   statements for
the years ended March 31, 2002 and which were audited and appear in the Form 10KSB concurrently filed by the
Company. The Company's certified public accountants have issued a “going concern” qualification in their audit
opinion for the fiscal year ended March 31 2002, that expressed substantial doubt about the Company's ability to
continue as a going concern.  Their doubt is based upon continuing operating losses, a substantial deficit in working
capital, the Company's low cash position and inability to pay its creditors and loans from the bank and its
shareholders.  Further the Company, in view of its inability to raise any cash has ceased its business operations.  The
Company is in default on its loans from the bank and certain related parties and shareholders, as a result of its lack of
financial resources but as of September 30, 2002, has made settlement of these debts in exchange for the shares of the
Company.







ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
OPERATIONS











Forward Looking Statements











The Company is making this statement in order to satisfy the "safe harbor" provisions contained in the Private
Securities Litigation Reform Act of 1995. This report includes forward-looking statements relating to the business
of the Company. Forward looking statements contained herein or in other statements made by the Company are
made based on management's expectations and beliefs concerning future events impacting the Company and are
subject to uncertainties and factors relating to the Company's operations and business environment, all of which are
difficult to predict and many of which are beyond the control of the Company, that could cause actual results of the
Company to differ materially from those matters expressed in or implied by forward-looking statements. Forward-looking statements are typically indicated by the use of words such as "will", "expects", "intends", and "believes".
The Company believes that the following factors, among others, could affect its future performance and cause actual
results of the Company to differ materially from those expressed in or implied by forward-looking statements made
by or on behalf of the Company: (a) the consummation of the merger transaction with Powerhouse Studios Inc
(b) the Company's ability to raise capital to maintain its public status   (c) uninsurable risks and (d) general
economic conditions. The Company disclaims any duty to update forward-looking statements, even if they become
materially incorrect given subsequent events.











OVERVIEW











Business Overview











The Company is engaged in the design, development and marketing of data storage solutions and data management
across PC platforms. The Company's business focus and product offerings include plug and play software, components for hot-swap solutions, peripheral products for data back-up, products allowing for instant data
recovery and USB digital storage devices and related applications. The Company derives revenues from software
licensing and products sold through retail distribution and direct telephone and Internet sales.





Commencing Feb 2002, the Company ceased its normal business
operations and focused on working with its financial advisors to restructure the
Company's debt and reduce its outstanding debt through the conversion of debt to
shares so that the "public shell" could then be merged with an operating company with assets.  On July 25, 2002,
the Company signed a conditional Letter of Intent with Powerhouse Studios Inc in which the Company will acquire
100% of the issued and outstanding securities of PowerHouse Studios Inc ("Powerhouse") in a reverse takeover.  On
October 14 2002 , the Company  filed with the SEC an information statement outlining the terms and conditions of
proposed transaction with Powerhouse Studios Inc. This acquisition was approved by a majority of the outstanding
shares eligible to vote as at September 17, 2002 and there are no changes in the rights of any existing shareholders as
a result of this transaction.











PowerHouse Studios Inc. is in the business of leasing equipment and facilities which serve as a combination of
digital production, post-production and distribution facilities that can create 3-D feature films, visual effects and
other digital content. PowerHouse was organized as a Delaware corporation in May 2002 for this purpose.











During the  quarter ended September 30, 2002, the Company negotiated for the settlement of certain debts and loans and completed the
sale of all of its subsidiaries to CSF Partners Inc.(“CSF”), a Nevada corporation. Pursuant to the agreement with
CSF on July 22 2002 (filed in the 8K dated September 16 2002)  the Company issued a total of 32,822,853 shares
to Agate Technologies Inc., California, ei Corporation California and CSF in exchange for cancellation of debt
owed to the parent by the subsidiaries and the workout of the creditor liabilities by CSF and or its appointed agent.
Agate Cayman will receive a non-exclusive sub-license from Agate Delaware for its intellectual properties including
the Q drive. Pursuant to an approved settlement on July 23, 2002, the Company issued shares of 7,952,060 to
ChinatrustBank USA in addition to  payment of $15,000 and approximately $4,700 for past legal fees. On
September 13 2002, the Board of Directors approved a settlement with a shareholder. 4,891,260 shares have been
issued in settlement of the principal debt of $244,563 while a further $40,000 interest will be converted into 800,000
shares to be held in escrow.













RESULTS OF OPERATIONS











The following discussion is for the three-month and nine-month periods ended
December 31, 2002. The Company's
certified public accountants have issued a "going concern" qualification in their audit opinion that expresses doubt
about the Company's ability to continue as a going concern. Their doubt is based upon continuing operating losses
and the current deficit in stockholders' equity and working capital and cessation of the Company's operations since Feb
2002.











The Company incurred a net loss of $30,000 for the three months
ended December 31, 2002 as compared to a net loss of $380,492 for the same
period a year ago. For the current quarter, $30,000 represented loss incurred
from the accrual of compensation owed to an officer.











QUARTER ENDED DECEMBER 31, 2002 COMPARED TO QUARTER ENDED
DECEMBER 31, 2001.











Net sales for the quarter period ended December 31, 2002 were
$0, a decrease of 100% from $93,354 for the quarter ended December 31, 2001. The
Company ceased operations in February 2002 and the revenue for the current
quarter would have come from licensing revenue from an existing customer
relationship. Operating expenses decreased from $396,145
for the quarter ended December 31, 2001 to $30,000. Interest and other income
was $1,374 for the prior quarter ended
December 31, 2001 and there was no interest income for the current quarter ended
December 31, 2002. Interest expense was $6,386
in the prior quarter ended December 31, 2001 compared to $0 in the current quarter ended
December 31, 2002.











NINEMONTHS ENDED DECEMBER 31,
2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 31,
2001.











Net sales for the nine months ended December 31, 2002 decreased
to $76,779 compared with $485,451 for the nine
months ended December 31, 2001. The net operating loss for the nine months ended
December 31, 2002 increased
to  $13,076,923 compared to a net operating loss of $1,637,342 for the prior
nine-month period ended December 31,
2001, an increase of $11,439,581. This increase  was due to the loss incurred from the  disposition of all of the
Company's subsidiaries.  Total operating expense for the nine-month period ended
December 31, 2001 was
$1,766,619 compared with total operating expenses in the nine months ended
December 31, 2002 of $350,044.























The decrease in operating expenses from the previous nine-month period was as a result of the cessation of the
Company's business operations from February 2002  pending completion of the proposed merger transaction.















LIQUIDITY AND CAPITAL RESOURCES











Net cash provided by operating activities for the nine month
period ended December 31, 2002 was $646,234. This compares to net cash used in
operating activities of $125,398 for the nine month period ended December 31,
2001. Net cash provided by investing activities was $27,875 for the nine-month
period ended December 31, 2002 compared to $382,104 for the nine month period
ended December 31, 2001. Net cash used for financing activities for the nine
months ended December 31, 2002 was $692,373 compared to $308,093 for the nine
month period ended December 31, 2001. Working capital (current assets minus
current liabilities) was a deficit $270,484 as at December 31, 2002 and reflects the
Company's utilization of the working capital to fund its continuing losses from
operations. As of December 31, 2002, the Company had no cash and other current
assets were $40,000. Current liabilities as of December 31, 2002 were $310,484.

















PART 2. OTHER INFORMATION











ITEM 1.  LEGAL PROCEEDINGS











Not Applicable











ITEM 2. CHANGES IN SECURITIES









None.















ITEMS 3 DEFAULTS ON SENIOR SECURITIES











None.











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











Schedule 14C Information Statement - A shareholder vote was taken, effective
September 17, 2002, for approval of the PowerHouse acquisition, and this vote
was finalized by operation of law on October 24, 2002.











ITEM 5 OTHER INFORMATION











Not Applicable











ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K

Form 8-K, filed on November 25, 2002 indicating
change in control and new officers and directors.

Exhibit 99.1 - Certifications in Accordance with Section 906 of the
Sarbanes-Oxley Act of 2002

































































SIGNATURES











In accordance with the requirements of the Exchange Act, the Registrant has
duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.









AGATE TECHNOLOGIES, INC.











Date:
February 18, 2003                                                                                       /s/ Jay Elliot





By: Jay Elliot





Chief
Executive Officer



Date: February 18, 2003                                                                                     
/s/ Greg Duffell

By: Greg Duffell

Chief Finanical Officer

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Exhibit 99.1 - Certifications in Accordance with Section 906 of the
Sarbanes-Oxley Act of 2002







|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended, Jay Elliot provides the following certification.
         I, Jay Elliot, Director and Chief Executive
    Officer of
    Agate Technologies, Inc. ("Company"), certify that:
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                                                  
|2.                                                                                                                                                                                                                                                                                  
|3.                                                                                                                                                                                                                                                                                  
|4.                                                                                                                                                                                                                                                                                  
|5.                                                                                                                                                                                                                                                                                  

|a.     | All significant
    deficiencies in the design or operation of internal controls which could
    adversely affect the Company's ability to record, process, summarize and
    report financial data and have identified for the Company'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 Company's internal controls; and                                                                                                                                                                                                  
|      
|**6.** | I
    have indicated in this quarterly report whether or not there were
    significant changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of my most
    recent evaluation, including any corrective actions with regard to
    significant deficiencies and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                              

|Date: February 18,
    2003 | /s/ Jay Elliot               
|--------------------------- | -----------------------------
|                            | Jay Elliot,  Director and CEO
|                            |                              



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Exhibit 99.1



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended, Greg Duffell provides the following certification.
         I, Greg Duffell, Director and Chief Financial
    Officer of
    Agate Technologies, Inc. ("Company"), certify that:
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                                                      
|2.                                                                                                                                                                                                                                                                                      
|3.                                                                                                                                                                                                                                                                                      
|4.                                                                                                                                                                                                                                                                                      
|5.                                                                                                                                                                                                                                                                                      

|a.     | All significant
    deficiencies in the design or operation of internal controls which could
    adversely affect the Company's ability to record, process, summarize and
    report financial data and have identified for the Company'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 Company's internal controls; and                                                                                                                                                                                                  
|      
|**6.** | I
    have indicated in this quarterly report whether or not there were
    significant changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of my most
    recent evaluation, including any corrective actions with regard to
    significant deficiencies and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                              

|Date: February 18,
    2003 | /s/ Greg Duffell               
|--------------------------- | -------------------------------
|                            | Greg Duffell,  Director and CFO
|                            |